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CBN AGM Information 2026

May 21, 2026

52609_rns_2026-05-21_ce8955a7-60a8-4413-872f-41caee14290d.pdf

AGM Information

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C

Stock Code: 6674

Compal Broadband Networks, Inc.

2026 Regular Shareholders' Meeting Agenda Handbook

Date: June 22, 2026

Venue: 2F., No. 3, Taiyuan 1st Street, Zhubei City, Hsinchu County (Multi-functional Conference Room, Tai Yuen Hi-Tech Industrial Park Phase III)

Convention Method: Physical shareholders' meeting


Table of Content

One. Meeting Procedures 1
Two. Shareholders' Meeting Agenda 2
I. Report Items 3
II. Ratification Items 20
III. Discussion Items 31
IV. Extempore Motions 34
Three. Appendices
I. Rules of Procedure for Shareholders Meetings 35
II. Articles of Incorporation 40
III. Shareholdings of All Directors 44
IV. Other Matters to Be Explained 45


Meeting Procedures


Compal Broadband Networks, Inc. 2026 Regular Shareholders’ Meeting Procedures

I. Call Meeting to Order
II. Chairman's Address
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Extempore Motions
VII. Adjournment


Agenda


2

Compal Broadband Networks, Inc. 2026 Regular Shareholders' Meeting Agenda

Time: 9:00 am., June 22 (Monday), 2026
Venue: 2F., No. 3, Taiyuan 1st Street, Zhubei City, Hsinchu County (Multi-functional Conference Room, Tai Yuen Hi-Tech Industrial Park Phase III)

I. Chairman's Address

II. Report Items
1. 2025 Business Report
2. 2025 Audit Committee’s Audit Report
3. Report on the 2025 profit sharing remuneration to employees and directors and the distribution status

III. Ratification Items
1. Ratify the Company’s 2025 business report and financial statements.
2. Ratify the Company’s deficit compensation proposal for 2025.

IV. Discussion Items
1. Please vote for the proposal to release directors from the non-compete restrictions.

V. Extempore Motions

VI. Adjournment


Report Items


Proposal 1

Proposed by the Board of Director

Proposal: Please review the 2025 Business Report.

Description: Attached please find the 2025 Business Report (please refer to pages 4-8).

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4

Compal Broadband Networks, Inc. Business Report

I. 2025 business results

(I) Results of the business plans implemented.

Looking back at 2025, the global manufacturing sector exhibited a divergent trend. Certain countries benefited from continued expansion in investments related to artificial intelligence (AI), high-performance computing (HPC), and cloud infrastructure, driving a notable recovery in the semiconductor industry. However, the pace of recovery in traditional manufacturing remained relatively moderate. Meanwhile, the service sector maintained steady growth, supported by the rebound in tourism, increasing demand for digital services, and resilient domestic consumption. Fluctuations in international oil prices and most commodity prices have moderated, and global inflationary pressures have significantly eased from previous highs. Major economies have gradually shifted their monetary policies toward a more cautiously accommodative stance, resulting in a generally moderate global economic growth environment.

However, with the rapid expansion of AI applications, demand for high-bandwidth memory (HBM) and advanced DRAM has surged significantly, leading to a structural, albeit temporary, supply shortage in the global memory market. This has resulted in extended lead times and rising prices for certain products, impacting capacity allocation and cost structures across the semiconductor supply chain. While this supply-demand imbalance has contributed to the recovery of the industry, it has also increased procurement costs and price volatility risks for enterprises. In addition, following Donald Trump’s re-election as President of the United States, policy initiatives—including adjustments to tariff policies, supply chain restructuring, industrial subsidies, as well as fiscal and immigration policies—have introduced new uncertainties to global trade order, capital flows, and industrial positioning. These developments may have potential impacts on both the supply and demand sides. Furthermore, ongoing geopolitical tensions, intensifying technological competition, and evolving consumer demand patterns remain key sources of uncertainty for future economic development.

Under this macroeconomic environment, the Company experienced a decline in operating revenue compared to the previous year, primarily due to delays in contract manufacturers’ production line adjustments, shortages and rising costs of certain key components, and the impact of U.S. tariff policies. Nevertheless, the Company has actively optimized its product portfolio and customer mix, increased the proportion of high value-added products, and implemented stringent cost control and expense management measures to enhance operational efficiency. As a result, the net loss after tax has continued to narrow compared to the previous year, and the Company’s overall operational fundamentals have gradually improved.

Looking ahead, the Company will continue to focus on core technology development and innovation in application functionalities, actively expand into new customers and markets, and deepen relationships with existing clients. In addition, the Company will strengthen supply chain management and risk control mechanisms to enhance overall operational resilience and competitiveness. Through these efforts, the Company aims to gradually expand its scale of operations and market share, and to create long-term, sustainable value for its shareholders.


(II) Financial position, profitability, and budget execution

The Company’s consolidated net operating revenue for 2025 amounted to NT$597,888 thousand, representing a decrease of 36.5% compared to the previous year. The decline in revenue was primarily attributable to delays in production line adjustments by contract manufacturers, which adversely affected production quality and output efficiency. In addition, shortages and rising prices of certain key components led to deferred shipments of some orders. Furthermore, impacted by U.S. tariff policies, customers adopted more cautious procurement strategies and adjusted order volumes to reduce overall costs and diversify supply chain risks, which also affected the Company’s revenue performance during the year.

Gross profit for the year was NT$207,024 thousand, representing an increase of 24.1% compared to the previous year. This improvement was mainly driven by the Company’s proactive optimization of its product portfolio and customer mix, along with an increased proportion of high value-added products, resulting in a significant enhancement in overall gross margin.

Benefiting from improvements in operational structure and effective cost control measures, the Company’s net loss after tax narrowed to NT$76,207 thousand for the year, with a loss per share of NT$1.13.

From a financial management perspective, the Company adheres to a prudent and sound approach, appropriately planning the allocation of short-term and long-term funds in accordance with operational needs, and maintaining healthy liquidity and capital structure. For 2025, the current ratio was 386% and the debt ratio was 22%, indicating an overall sound financial position.

The Company has not publicly disclosed financial forecasts; therefore, there is no budget execution information to report.

(III) R&D status

Advancing Toward the 10G and AI-Driven Connectivity Era- Amid the transition of home broadband toward the 10G era in 2026, the Company is progressing toward a next-generation evolution of its product portfolio:

  1. Transformation Strategy for Cable Broadband Architecture: In addition to maintaining stable supply of mainstream DOCSIS 3.1 + Wi-Fi 6/7 solutions, the Company is strategically leveraging DOCSIS 3.1 Plus technology to support operators during the transition period of HFC networks to DOCSIS 4.0. This enables the early delivery of near-10G performance, with downstream speeds of up to 9 Gbit/s and upstream speeds of up to 2 Gbit/s.

  2. Deployment of DOCSIS 4.0 and Wi-Fi 7: The Company’s DOCSIS 4.0 cable modem has entered the operator certification phase. At the same time, we are deepening the integration of Wi-Fi 7 technology by leveraging Multi-Link Operation (MLO) and AI-based traffic prediction technologies to address congestion and latency challenges associated with ultra-high-definition video streaming and indoor VR/AR applications.

  3. Convergence of Fiber and Wireless Access: For the increasingly mature XGS-PON and 5G FWA solutions, the Company is not only focused on hardware performance but is also incorporating edge computing capabilities. This transformation enables home gateways to evolve into intelligent household hubs, meeting customer demand for ultra-low latency and highly reliable CPE solutions.

5


II. Overview of 2026 business plan

(I) Operating guidelines

In this year, the Company will insist the policies of sustainable operation with continuous growth. The major operating guidelines are as below:

  1. Global Footprint Expansion and Deepening Presence in North America: By establishing operational bases in North America, the Company has developed a strategic collaboration model characterized by “local development with real-time feedback,” ensuring that product specifications are precisely aligned with the next-generation network architectures of major North American telecom operators.

  2. AI Empowerment and Hardware-Software Integration: The Company continues to strengthen its Smart Cable Gateway product line by not only delivering high-speed connectivity enabled by Wi-Fi 7, but also incorporating AI-driven network security and cloud-based intelligent mesh optimization on the software side. These enhancements help operators reduce post-deployment maintenance costs while improving end-user satisfaction.

  3. Diversification and Expansion of Product Portfolio: The Company is actively investing in the development of next-generation technologies such as Wi-Fi 8 and 50G-PON, positioning itself to capture opportunities arising from AI-driven transformation in the ICT industry. These efforts enable customers to differentiate themselves from competitors and create sustained value.

  4. Focus on Value-Added Products and Strengthening Value Chain Management: The Company emphasizes enhancing product value while strengthening value chain management capabilities, working closely with customers, strategic partners, and key suppliers to jointly drive growth and reinforce competitive advantages.

  5. Commitment to Environmental Protection and Corporate Social Responsibility: The Company complies with applicable environmental regulations and corporate social responsibility requirements, fulfilling its role as a responsible corporate citizen and giving back to society through its operational achievements.

(II) Sales volume forecast and basis of estimation

Major global economies continue to prioritize digital infrastructure as a key pillar of national development, accelerating broadband network upgrades and digital transformation to enhance industrial competitiveness and economic resilience. With the increasing penetration of fiber-to-the-home (FTTH), rising demand for enterprise private networks and cloud applications, and bandwidth upgrade requirements driven by AI computing in data centers, the overall networking equipment market maintains a moderate growth momentum. In addition, the gradual adoption of low Earth orbit (LEO) satellite communications and next-generation Wi-Fi technologies is creating a new wave of technological upgrade opportunities for the industry.

However, the global market still faces several uncertainties, including escalating geopolitical risks, cost fluctuations arising from supply chain restructuring, and adjustments in trade policies and tariff measures among major economies. These factors may affect end-market demand and corporate capital expenditures, resulting in a relatively cautious short-term growth outlook.

Taking into account industry trends and evolving market conditions, the Company expects overall shipments of networking products in 2026 to grow by approximately $1\%$ to $3\%$ compared to the previous year. The Company will continue to focus on high-end broadband products and differentiated application markets, strengthen its technological capabilities and cost competitiveness, and closely monitor changes in market demand to sustain steady growth momentum.

6


(III) Key production and sales policies

  1. Optimization of Vietnam Production Base and Supply Chain System:
    The Company will optimize its production base in Vietnam and strengthen its supply chain framework, while enhancing the establishment of a localized operational system in North America. It will also continue to evaluate the feasibility of additional production and operational sites to mitigate regional risks arising from natural disasters, geopolitical developments, and changes in national policies, while providing customers with competitive production and sales support.

  2. Enhancement of Raw Material Supply and Quality Control Strategies:
    The Company will implement more effective strategies in raw material procurement and quality control to shorten production cycles, improve production efficiency, reduce operational risks, and strengthen working capital utilization.

  3. Demand-Driven Product Design and Manufacturing Efficiency:
    By adopting a demand-oriented approach to product design, the Company aims to simplify manufacturing processes and enhance production efficiency, while reducing inventory costs through the use of standardized and shared components.

  4. Total Quality Management and Customer-Oriented Market Strategy:
    The Company will promote total quality management and customer-focused market strategies, strengthening communication and coordination across the value chain to achieve a mutually beneficial outcome among all stakeholders.

III. Future development strategies and external competition, and the effects of regulatory and macro operating environments

(I) Future development strategies of the Company

The Company will actively expand into new markets in North America and develop new product portfolios to capture significant opportunities arising from technological upgrades in the networking industry. At the same time, the Company is committed to technological innovation, providing customers with high value-added and customized products and services, and strengthening its role and value within customers' ecosystems. In addition, the Company will proactively build a global logistics and operations network to better serve customers while diversifying operational risks, with the objective of achieving sustainable growth and long-term development.

(II) Effects of regulatory and macro operating environments

A review of communication infrastructure policies and broadband upgrade initiatives in Europe and the United States indicates that the gradual adoption of next-generation high-speed transmission technologies—such as DOCSIS 4.0, XGS-PON, 5G FWA, and Wi-Fi 7—is driving a recovery in demand for both residential CPE and enterprise networking equipment. However, telecom operators remain cautious in their capital expenditures, and the pace of market recovery varies across regions.

Looking ahead, the Company's operations are expected to benefit from the steady growth in shipments of 5G FWA CPE, increasing penetration of Wi-Fi 7, and the ongoing upgrade trend of cable modems toward DOCSIS 4.0, which is anticipated to further optimize the product mix. Nevertheless, in response to market uncertainties, the Company will strengthen capital expenditure efficiency assessments and prudently manage accounts receivable and inventory levels to maintain stable operations.

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IV. Conclusion

Finally, all employees of the Company will continue to leverage strong teamwork and execution capabilities to enhance research and development as well as market expansion, further increasing the Company’s economic value. At the same time, the Company remains committed to fulfilling its responsibilities as a global corporate citizen, striving to maximize value for both the Company and its shareholders.

We also sincerely hope that our shareholders will continue to offer their encouragement and support to the management team.

Thank you, and we wish you good health, peace, and every success.

Sincerely,

Chairman: Peng, Sheng-Hua
President: Wang, Yu-Ho
Accounting Officer: Ho, Chen-Yu

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Proposal 2

Proposed by the Board of Director

Proposal: Please review the 2025 Audit Committee’s Audit Report.

Description:

  1. The settled books and statements for 2025 have been audited and certified by CPAs and audited by the Audit Committee, and the audit reports are issued, respectively.
  2. Attached please find the Independent Auditor’s Report (pleaser refer to pages 10-17).
  3. Attached please find the Audit Committee’s Audit Report (please refer to page 18).

9


KPMG

柔侯速素群合音引印事务所

KPMG

台北市11049信義路5段7號68樓(台北101大樓)

68F., TAIPEI 101 TOWER, No. 7, Sec. 5

Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)

Telephone 電話 +886 (2) 8101 6666

Fax 傳真 +886 (2) 8101 6667

Internet 網址 kpmg.com/tw

Independent Auditor’s Report

To the Board of Directors of Compal Broadband Networks, Inc.:

Opinion

We have audited the consolidated financial statements of Compal Broadband Networks, Inc. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the auditors' report as follows:

  1. Operating revenue

For the accounting policies related to the recognition of operating revenue, please refer to Note 4(p) of the consolidated financial statements regarding revenue from contracts with customer.


KPMG

Description of key audit matter:

Compal Broadband Networks, Inc. and its subsidiaries primarily engaged in the research, development, and sales of communication products such as smart gateways, digital set-top boxes, and wireless broadband routers. Operating revenue is a key indicator of whether the Company's financial targets are met. To meet investor expectations, operating revenue influences management's decision-making and may present a significant risk of material misstatement due to incorrect timing of revenue recognition. Therefore, revenue recognition is identified as a key audit matter requiring heightened attention from auditors.

How the matter was addressed in our audit:

The main audit procedures performed regarding the aforementioned key audit matter include understanding and evaluating the accounting policies for operating revenue of Compal Broadband Networks, Inc. and its subsidiaries, understanding and assessing the effectiveness of internal controls related to sales revenue recognition, verifying relevant sales revenue documents, and performing cut-off tests on sales revenue transactions for specific periods before and after the balance sheet date. These procedures aim to assess whether the recognized revenue belongs to the correct period and whether the timing of revenue recognition by Compal Broadband Networks, Inc. and its subsidiaries complies with relevant standards.

  1. Inventory valuation

Regarding the accounting policies for inventory valuation, please refer to Note 4(h) of the consolidated financial statements on inventory; for uncertainties in inventory valuation, please refer to Note 5 of the consolidated financial statements; for details on inventory, please refer to Note 6(d) of the consolidated financial statements on inventory.

Description of key audit matter:

Inventory is measured at the lower of cost and net realizable value. As Compal Broadband Networks, Inc. and its subsidiaries primarily engaged in the research, development, and sales of communication products such as smart gateways, digital set-top boxes, and wireless broadband routers, the sales prices of these products are subject to fluctuations due to changes in supply from upstream suppliers and market competition. This results in the risk that the carrying amount of inventory may exceed its net realizable value. Therefore, inventory valuation is one of the key assessment matters when auditing the consolidated financial statements.

How the matter was addressed in our audit:

The main audit procedures performed regarding the aforementioned key audit matter include evaluating the reasonableness of the inventory write-down or obsolescence policies of Compal Broadband Networks, Inc. and its subsidiaries, performing sampling procedures to check the accuracy of the inventory aging reports, analyzing the changes in inventory aging over various periods, and assessing whether provisions have been made according to the established accounting policies. Additionally, relevant values in the calculations of the lower of cost and net realizable value are tested to evaluate the reasonableness of the net realizable value of inventory.

Other Matter

Compal Broadband Networks, Inc. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.

11


KPMG

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

12


KPMG

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Huang, Keng-Chia and Au, Yiu-Kwan.

KPMG

Taipei, Taiwan (Republic of China)
March 11, 2026


KPMG

多侯速素群合作合作方案

台北市11049信義路5段7號68樓(台北101大樓)

68F, TAIPEI 101 TOWER, No. 7, Sec. 5

Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)

Telephone 電話 +886 (2) 8101 6666

Fax 傳真 +886 (2) 8101 6667

Internet 網址 kpmg.com/tw

Independent Auditor’s Report

To the Board of Directors of Compal Broadband Networks, Inc.:

Opinion

We have audited the financial statements of Compal Broadband Networks, Inc. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the auditors' report as follows:

  1. Operating revenue

For the accounting policies related to the recognition of operating revenue, please refer to Note 4(p) of the financial statements regarding revenue from contracts with customers.

Description of key audit matter:

Compal Broadband Networks, Inc. primarily engaged in the research, development, and sales of communication products such as smart gateways, digital set-top boxes, and wireless broadband routers. Operating revenue is a key indicator of whether the Company's financial targets are met. To meet investor expectations, operating revenue influences management's decision-making and may present a significant risk of material misstatement due to incorrect timing of revenue recognition. Therefore, revenue recognition is identified as a key audit matter requiring heightened attention from auditors.


KPMG

How the matter was addressed in our audit:

The main audit procedures performed regarding the aforementioned key audit matter include understanding and evaluating the accounting policies for operating revenue of Compal Broadband Networks, Inc., understanding and assessing the effectiveness of internal controls related to sales revenue recognition, verifying relevant sales revenue documents, and performing cut-off tests on sales revenue transactions for specific periods before and after the balance sheet date. These procedures aim to assess whether the recognized revenue belongs to the correct period and whether the timing of revenue recognition by Compal Broadband Networks, Inc. complies with relevant standards.

  1. Inventory valuation

Regarding the accounting policies for inventory valuation, please refer to Note 4(g) of the financial statements on inventory; for uncertainties in inventory valuation, please refer to Note 5 of the financial statements; for details on inventory, please refer to Note 6(d) of the financial statements on inventory.

Description of key audit matter:

Inventory is measured at the lower of cost and net realizable value. As Compal Broadband Networks, Inc. primarily engaged in the research, development, and sales of communication products such as smart gateways, digital set-top boxes, and wireless broadband routers, the sales prices of these products are subject to fluctuations due to changes in supply from upstream suppliers and market competition. This results in the risk that the carrying amount of inventory may exceed its net realizable value. Therefore, inventory valuation is one of the key assessment matters when auditing the financial statements.

How the matter was addressed in our audit:

The main audit procedures performed regarding the aforementioned key audit matter include evaluating the reasonableness of the inventory write-down or obsolescence policies of Compal Broadband Networks, Inc., performing sampling procedures to check the accuracy of the inventory aging reports, analyzing the changes in inventory aging over various periods, and assessing whether provisions have been made according to the established accounting policies. Additionally, relevant values in the calculations of the lower of cost and net realizable value are tested to evaluate the reasonableness of the net realizable value of inventory.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.

15


KPMG

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

16


KPMG

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Huang, Keng-Chia and Au, Yiu-Kwan.

KPMG

Taipei, Taiwan (Republic of China)
March 11, 2026

17


Audit Report of the Audit Committee

The 2025 financial statements of Compal Broadband Networks, Inc. (hereafter “the Company”) have been approved by the Audit Committee and resolved by the board of directors, as well as audited by Chien, Szu-Chuan, CPA and Au, Yiu-Kwan, CPA from KPMG Taiwan with the auditor’s report issued. Additionally, the board of directors also prepared and submit the 2025 Business Report and Proposal of Deficit Compensation; after audit by the Audit Committee, it found no inconsistency to the related regulations including the Company Act. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, it is reported as above, for your review.

To

2026 Regular Shareholders’ Meeting

Compal Broadband Networks, Inc.

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Convener of the Audit Committee:

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March 11, 2026

18


Proposal 3

Proposed by the Board of Director

Proposal: Please review the report on the 2025 profit sharing remuneration to employees and directors and the distribution status.

Description:
1. Pursuant to Article 24 of the Articles of Incorporation.
2. The 2025 employees’ and directors’ remunerations have been approved upon the resolutions of the Remuneration Committee and the board of directors, and no employees’ and directors’ remunerations will be distributed.

19


Ratification Items


Proposal 1

Proposed by the Board of Director

Proposal: please ratify the Company’s 2025 business report and financial statements.

Description:

  1. The Company’s 2025 business report and financial statements have been examined by the Audit Committee and adopted a resolution by the Board of Directors.
  2. Attached please find the business report (please refer to pages 4-8) and the financial statements (please refer to pages 21-28); please ratify.

Resolution:

20


Compal Broadband Networks, Inc. and subsidiaries

Consolidated balanced sheet

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets:
1100 Cash and cash equivalents (note (6)(a)) $ 355,819 30 520,103 34
1170 Accounts receivable, net (notes (6)(b) and (6)(p)) 142,018 12 196,185 13
1200 Other receivables, net (notes (6)(c) and (7)) 104,091 9 19,548 1
1310 Inventories (note (6)(d)) 394,729 33 527,178 34
1410 Prepayments 41,363 4 65,282 4
1470 Other current assets 1,759 - 2,133 -
1,039,779 88 1,330,429 86
Non-current assets:
1550 Investments accounted for using equity method (note (6)(e)) 5,055 1 6,784 -
1600 Property, plant and equipment (note (6)(f)) 109,137 9 124,520 8
1755 Right-of-use assets (note (6)(g)) 14,085 1 39,915 3
1780 Intangible assets (note (6)(h)) 2,969 - 1,972 -
1840 Deferred tax assets (note (6)(l)) 15,305 1 38,144 3
1900 Other non-current assets (note (8)) 2,391 - 4,341 -
148,942 12 215,676 14
Total assets $ 1,188,721 100 1,546,105 100
Liabilities and Equity December 31, 2025 December 31, 2024
--- --- --- --- --- ---
Current liabilities: Amount % Amount %
2130 Current contract liabilities (note (6)(p)) $ 17,586 2 26,339 2
2170 Accounts payable 100,122 8 115,108 7
2180 Accounts payable to related parties (note (7)) 83,148 7 223,168 15
2200 Other payables (note (7)) 38,799 3 75,753 5
2250 Current provisions (note (6)(i)) 5,395 - 84,086 5
2280 Current lease liabilities (note (6)(j)) 7,919 1 13,928 1
2300 Other current liabilities 16,601 1 2,276 -
269,570 22 540,658 35
Non-current liabilities:
2570 Deferred tax liabilities (note (6)(l)) 419 - - -
2580 Non-current lease liabilities (note (6)(j)) 6,449 1 26,683 2
6,868 1 26,683 2
Total liabilities 276,438 23 567,341 37
Equity (notes (6)(m) and (6)(n)):
3110 Ordinary shares 686,977 58 673,357 43
3200 Capital surplus 318,678 27 366,459 24
3300 Retained earnings (76,207) (6) (60,856) (4)
3410 Exchange differences on translation of foreign financial statements 501 - (196) -
3491 Unearned employee benefit (17,666) (2) - -
Total equity 912,283 77 978,764 63
Total liabilities and equity $ 1,188,721 100 1,546,105 100

Chairman: Wong, Chung-Ping

Managerial Officer: Wang, Yu-Ho

Accounting Officer: Ho, Chen-Yu

21


Compal Broadband Networks, Inc. and subsidiaries

Consolidated comprehensive income statement

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

2025 2024
Amount % Amount %
4000 Operating revenue (note (6)(p)) $ 597,888 100 941,934 100
5000 Operating costs (notes (6)(d), (7) and (12)) 390,864 65 775,118 82
Gross profit from operations 207,024 35 166,816 18
Operating expenses: (notes (6)(h), (6)(i), (6)(j), (6)(k), (7) and (12))
6100 Selling expenses 24,104 4 77,201 8
6200 Administrative expenses 51,079 9 62,354 7
6300 Research and development expenses 200,218 33 170,211 18
6450 Expected credit loss (notes (6)(b) and (6)(c)) (1,706) - (608) -
Total operating expenses 273,695 46 309,158 33
Net operating loss (66,671) (11) (142,342) (15)
Non-operating income and expenses:
7010 Other income (note (7)) 3,294 - 5,605 -
7020 Other gains and losses (note (6)(r)) 5,650 1 (13,445) (1)
7100 Interest income 6,671 1 6,160 -
7510 Interest expense (note (6)(j)) (339) - (583) -
7060 Share of loss of associates accounted for using equity method (note (6)(e)) (1,729) - (3,333) -
13,547 2 (5,596) (1)
7900 Loss from continuing operations before tax (53,124) (9) (147,938) (16)
7950 Less: Income tax expense (note (6)(l)) 23,083 4 18,000 2
Loss (76,207) (13) (165,938) (18)
8300 Other comprehensive income:
8360 Components of other comprehensive income that will be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements 872 - 2 -
8399 Less: income tax related to items that will be reclassified to profit or loss (note (6)(l)) 175 - - -
Components of other comprehensive income that will be reclassified to profit or loss 697 - 2 -
8300 Other comprehensive income 697 - 2 -
Total comprehensive loss $ (75,510) (13) (165,936) (18)
Loss per share (note (6)(o))
9750 Basic loss per share $ (1.13) (2.46)
9850 Diluted loss per share $ (1.13) (2.46)

Chairman: Wong, Chung-Ping

Managerial Officer: Wang, Yu-Ho

Accounting Officer: Ho, Chen-Yu

S


Compal Broadband Network, Inc. and subsidiaries

Consolidated change in equity statement

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2024

Loss for the year ended December 31, 2024

Other comprehensive income for the year ended December 31, 2024

Total comprehensive income (loss) for the year ended December 31, 2024

Legal reserve used to offset accumulated deficits

Changes in equity of associates accounted for using equity method

Share-based payment transactions

Balance at December 31, 2024

Loss for the year ended December 31, 2025

Other comprehensive income for the year ended December 31, 2025

Total comprehensive income (loss) for the year ended December 31, 2025

Legal reserve and special reserve used to offset accumulated deficits

Capital surplus used to offset accumulated deficits

Share-based payment transactions

Balance at December 31, 2025

Other equity item

Ordinary shares Capital surplus Retained earnings Total Exchange differences on translation of foreign financial statements Unearned employee benefit Total Total equity
Legal reserve Special reserve Accumulated losses
$ 676,381 372,404 147,010 588 (42,516) 105,082 (198) (3,010) (3,208) 1,150,659
- - - - (165,938) (165,938) - - - (165,938)
- - - - - - 2 - 2 2
- - - - (165,938) (165,938) 2 - 2 (165,936)
- - (42,516) - 42,516 - - - - -
- 315 - - - - - - - 315
(3,024) (6,260) - - - - - 3,010 3,010 (6,274)
673,357 366,459 104,494 588 (165,938) (60,856) (196) - (196) 978,764
- - - - (76,207) (76,207) - - - (76,207)
- - - - - - 697 - 697 697
- - - - (76,207) (76,207) 697 - 697 (75,510)
- - (104,494) (588) 105,082 - - - - -
- (60,856) - - 60,856 60,856 - - - -
13,620 13,075 - - - - - (17,666) (17,666) 9,029
$ 686,977 318,678 - - (76,207) (76,207) 501 (17,666) (17,165) 912,283

Chairman: Wong, Chung-Ping

Managerial Officer: Wang, Yu-Ho

Accounting Officer: Ho, Chen-Yu

23


Compal Broadband Network, Inc. and subsidiaries

Consolidated cash flow statement

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

2025 2024
Cash flows from (used in) in operating activities:
Loss before tax $ (53,124) (147,938)
Adjustments:
Adjustments to reconcile profit:
Depreciation and amortization expense 60,241 62,699
Expected credit impairment reversal gains (1,706) (608)
Interest expense 339 583
Interest income (6,671) (6,160)
Compensation cost of employee share-based payment 9,029 (6,274)
Share of loss of associates accounted for using equity method 1,729 3,333
Gain on disposal of property, plant and equipment - 8,378
Gain on lease modification (362) (108)
Total adjustments to reconcile profit 62,599 61,843
Changes in operating assets and liabilities:
Change in financial assets mandatorily measured at fair value through profit or loss - 4,373
Decrease in accounts receivable 55,939 205,394
Increase in other receivables (84,990) (16,758)
Decrease in inventories 132,449 85,124
Decrease (increase) in prepayments 23,919 (16,914)
Decrease in other current assets - 57
(Decrease) increase in contract liabilities (8,753) 24,493
(Decrease) increase in accounts payable (155,006) 148,009
Decrease in other payables (36,954) (111,193)
(Decrease) increase in provisions (78,691) 3,488
Increase (decrease) in other current liabilities 14,325 (1,844)
Total changes in operating assets and liabilities (137,762) 324,229
Total adjustments (75,163) 386,072
Cash (outflow) inflow generated from operations (128,287) 238,134
Interest received 7,052 5,917
Interest paid (339) (583)
Income taxes refund 374 3,291
Net cash flows (used in) from operating activities (121,200) 246,759
Cash flows from (used in) investing activities:
Acquisition of investments accounted for using equity method - (6,300)
Acquisition of property, plant and equipment (35,637) (20,143)
Decrease (increase) in refundable deposits 1,950 (112)
Acquisition of intangible assets (2,669) (2,786)
Net cash flows used in investing activities (36,356) (29,341)
Cash flows from (used in) financing activities:
Payment of lease liabilities (7,600) (14,257)
Net cash flows used in financing activities (7,600) (14,257)
Effect of exchange rate changes on cash and cash equivalents 872 2
Net (decrease) increase in cash and cash equivalents (164,284) 203,163
Cash and cash equivalents at beginning of period 520,103 316,940
Cash and cash equivalents at end of period $ 355,819 520,103

Chairman: Wong, Chung-Ping

Managerial Officer: Wang, Yu-Ho

Accounting Officer: Ho, Chen-Yu


Compal Broadband Networks, Inc.

Balance Sheet
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Assets

Current assets:

1100 Cash and cash equivalents (note (6)(a))
1170 Accounts receivable, net (notes (6)(b) and (6)(p))
1200 Other receivables, net (notes (6)(c) and (7))
1310 Inventories (note (6)(d))
1410 Prepayments
1470 Other current assets

Non-current assets:

1550 Investments accounted for using equity method (note (6)(e))
1600 Property, plant and equipment (note (6)(f))
1755 Right-of-use assets (note (6)(g))
1780 Intangible assets (note (6)(h))
1840 Deferred tax assets (note (6)(l))
1900 Other non-current assets (note (8))

December 31, 2025 December 31, 2024
Amount % Amount %
$ 343,489 29 508,571 33
142,018 12 196,185 13
104,069 9 19,528 1
394,729 33 527,178 34
41,363 4 65,282 4
1,759 - 2,133 -
1,027,427 87 1,318,877 85
16,606 2 18,014 1
--- --- --- ---
109,137 9 124,520 8
14,085 1 39,915 3
2,969 - 1,972 -
15,305 1 38,144 3
2,391 - 4,341 -
160,493 13 226,906 15

Total assets
$ 1,187,920 100 1,545,783 100

Liabilities and Equity

Current liabilities:

2130 Current contract liabilities (note (6)(p))
2170 Accounts payable
2180 Accounts payable to related parties (note (7))
2200 Other payables (note (7))
2250 Current provisions (note (6)(i))
2280 Current lease liabilities (note (6)(j))
2300 Other current liabilities

Non-current liabilities:

2570 Deferred tax liabilities (note (6)(l))
2580 Non-current lease liabilities (note (6)(j))

Total liabilities

Equity (notes (6)(m) and (6)(n)):

3100 Ordinary shares
3200 Capital surplus
3300 Retained earnings
3410 Exchange differences on translation of foreign financial statements
3491 Unearned employee benefit

Total equity

Total liabilities and equity

December 31, 2025 December 31, 2024
Amount % Amount %
$ 17,586 2 26,339 2
100,122 8 115,108 7
83,148 7 223,168 15
37,998 3 75,431 5
5,395 - 84,086 5
7,919 1 13,928 1
16,601 1 2,276 -
268,769 22 540,336 35
419 - - -
--- --- --- ---
6,449 1 26,683 2
6,868 1 26,683 2
275,637 23 567,019 37
686,977 58 673,357 43
--- --- --- ---
318,678 27 366,459 24
(76,207) (6) (60,856) (4)
501 - (196) -
(17,666) (2) - -
912,283 77 978,764 63

$ 1,187,920 100 1,545,783 100

Chairman: Wong, Chung-Ping
Managerial Officer: Wang, Yu-Ho
Accounting Officer: Ho, Chen-Yu


Compd Broadband Networks, Inc.
Comprehensive income statement
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

2025 2024
Amount % Amount %
4000 Operating revenue (note (6)(p)) $ 597,888 100 941,934 100
5000 Operating costs (notes (6)(d), (7) and (12)) 390,864 65 775,118 82
Gross profit from operations 207,024 35 166,816 18
Operating expenses: (notes (6)(h), (6)(i), (6)(j), (6)(k), (7) and (12))
6100 Selling expenses 24,104 4 77,187 8
6200 Administrative expenses 50,507 8 61,980 7
6300 Research and development expenses 200,218 34 170,211 18
6450 Expected credit loss (notes (6)(b) and (6)(c)) (1,706) - (608) -
Total operating expenses 273,123 46 308,770 33
Net operating loss (66,099) (11) (141,954) (15)
Non-operating income and expenses:
7010 Other income (note (7)) 3,273 - 5,522 -
7020 Other gains and losses (note (6)(r)) 5,650 1 (13,445) (1)
7100 Interest income 6,671 1 6,160 -
7510 Interest expense (note (6)(j)) (339) - (583) -
7775 Share of loss of associates accounted for using equity method (note (6)(e)) (2,280) - (3,638) -
12,975 2 (5,984) (1)
7900 Loss from continuing operations before tax (53,124) (9) (147,938) (16)
7950 Less: Income tax expenses (note (6)(l)) 23,083 4 18,000 2
Loss (76,207) (13) (165,938) (18)
8300 Other comprehensive income:
8360 Components of other comprehensive income that will be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements 872 - 2 -
8399 Less: income tax related to items that will be reclassified to profit or loss (note (6)(l)) 175 - - -
Components of other comprehensive income that will be reclassified to profit or loss 697 - 2 -
8300 Other comprehensive income 697 - 2 -
Total comprehensive loss $ (75,510) (13) (165,936) (18)
Loss per share (note (6)(o))
9750 Basic loss per share $ (1.13) (2.46)
9850 Diluted loss per share $ (1.13) (2.46)

Chairman: Wong, Chung-Ping
Managerial Officer: Wang, Yu-Ho
Accounting Officer: Ho, Chen-Yu
26


Compal Broadband Networks, Inc.

Champ in equity statement
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2024

  • Loss for the year ended December 31, 2024
  • Other comprehensive income for the year ended December 31, 2024
  • Total comprehensive income (loss) for the year ended December 31, 2024
  • Legal reserve used to offset accumulated deficits
  • Changes in equity of associates accounted for using equity method
  • Share-based payment transactions

Balance at December 31, 2024

  • Loss for the year ended December 31, 2025
  • Other comprehensive income for the year ended December 31, 2025
  • Total comprehensive loss for the year ended December 31, 2025
  • Legal reserve and special reserve used to offset accumulated deficits
  • Capital surplus used to offset accumulated deficits
  • Share-based payment transactions

Balance at December 31, 2025

Ordinary shares Capital surplus Retained earnings Other equity
Legal reserve Special reserve Accumulated losses Total Exchange differences on translation of foreign financial statements Unearned employee benefit Total Total equity
$ 676,381 372,404 147,010 588 (42,516) 105,082 (198) (3,010) (3,208) 1,150,659
- - - - (165,938) (165,938) - - - (165,938)
- - - - - - 2 - 2 2
- - - - (165,938) (165,938) 2 - 2 (165,936)
- - (42,516) - 42,516 - - - - -
- 315 - - - - - - - 315
(3,024) (6,260) - - - - - 3,010 3,010 (6,274)
673,357 366,459 104,494 588 (165,938) (60,856) (196) - (196) 978,764
- - - - (76,207) (76,207) - - - (76,207)
- - - - - - 697 - 697 697
- - - - (76,207) (76,207) 697 - 697 (75,510)
- - (104,494) (588) 105,082 - - - - -
- (60,856) - - 60,856 60,856 - - - -
13,620 13,075 - - - - - (17,666) (17,666) 9,029
$ 686,977 318,678 - - (76,207) (76,207) 501 (17,666) (17,165) 912,283

Chairman: Wong, Chung-Ping
Managerial Officer: Wang, Yu-Ho
Accounting Officer: Ho, Chen-Yu


Compal Broadband Networks, Inc.

Cash flow statement

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

2025 2024
Cash flows from (used in) operating activities:
Loss before tax $ (53,124) (147,938)
Adjustments:
Adjustments to reconcile profit:
Depreciation and amortization expense 60,241 62,699
Expected credit impairment reversal gains (1,706) (608)
Interest expense 339 583
Interest income (6,671) (6,160)
Compensation cost of employee share-based payment 9,029 (6,274)
Share of loss of associates accounted for using equity method 2,280 3,638
Gain on disposal of property, plant and equipment - 8,378
Gain on lease modification (362) (108)
Total adjustments to reconcile profit 63,150 62,148
Changes in operating assets and liabilities:
Change in financial assets mandatorily measured at fair value through profit or loss - 4,373
Decrease in accounts receivable 55,939 205,394
Increase in other receivables (84,988) (16,760)
Decrease in inventories 132,449 85,124
Decrease (increase) in prepayments 23,919 (16,914)
Decrease in other current assets - 57
(Decrease) increase in contract liabilities (8,753) 24,493
(Decrease) increase in accounts payable (155,006) 148,009
Decrease in other payable (37,433) (111,515)
(Decrease) increase in provisions (78,691) 3,488
Increase (decrease) in other current liabilities 14,325 (1,844)
Total changes in operating assets and liabilities (138,239) 323,905
Total adjustments (75,089) 386,053
Cash (outflow) inflow generated from operations (128,213) 238,115
Interest received 7,052 5,917
Interest paid (339) (583)
Income taxes refund 374 3,291
Net cash flows used in operating activities (121,126) 246,740
Cash flows from (used in) investing activities:
Acquisition of investments accounted for using equity method - (6,300)
Acquisition of property, plant and equipment (35,637) (20,143)
Decrease (increase) in refundable deposits 1,950 (112)
Acquisition of intangible assets (2,669) (2,786)
Net cash flows used in investing activities (36,356) (29,341)
Cash flows from (used in) financing activities:
Payment of lease liabilities (7,600) (14,257)
Net cash flows used in financing activities (7,600) (14,257)
Net (decrease) increase in cash and cash equivalents (165,082) 203,142
Cash and cash equivalents at beginning of period 508,571 305,429
Cash and cash equivalents at end of period $ 343,489 508,571

Chairman: Wong, Chung-Ping

Managerial Officer: Wang, Yu-Ho

Accounting Officer: Ho, Chen-Yu

28


Proposal 2

Proposed by the Board of Director

Proposal: please ratify the Company’s deficit compensation proposal for 2025.

Description:

  1. Undistributed earnings at the beginning of the period amounted to NT$ 0. After taking account of post-tax losses of NT$ 76,206,609 in 2025, accumulated losses pending compensation totaled NT$ 76,206,609. It is planned to offset these accumulated losses with a capital surplus of NT$ 76,206,609. Upon appropriation of the capital surplus, accumulated losses at the end of the period will amount to NT$ 0.

  2. Attached please find the 2025 Deficit Compensation Table (please refer to page 30), and please ratify

Resolution:

29


30

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Unit: NT$
Amount
Beginning undistributed earnings 0
Net loss after tax in 2025 (76,206,609)
Accumulated losses pending compensation (76,206,609)
Capital surplus set aside to offset losses 76,206,609
Ending accumulated undistributed earnings 0

Chairman: Peng, Sheng-Hua

img-1.jpeg

Managerial Officer: Wang, Yu-Ho

img-2.jpeg

Accounting Officer: Ho, Chen-Yu

img-3.jpeg


Discussion Items


Proposal 1

Proposed by the Board of Director

Proposal: please vote for the proposal to release directors from the non-compete restrictions.

Description:

  1. As the directors of the Company may invest or engage in other companies with identical or similar business as the Company; with the premise that no harm to the Company’s interests, it is intended to release the directors from the non-compete restrictions pursuant to Article 209 of the Company Act.

  2. Attached please find the table detailing the new concurrent positions held by the directors in other companies (pages 32~33). Please vote.

Resolution:

31


Compal Broadband Networks, Inc.

Positions held concurrently in the company and/or in any other company

Title Name Positions held concurrently in the company and/or in any other company
Chairman Peng, Sheng-Hua Chairman: Compal Broadband Networks, Inc.; Compal Ruifang Health Assets Development Corporation; HippoScreen Neurotech Corp.; Shennona Co., Ltd.; Compal Wireless Communications (Nanjing) Co., Ltd.; Compal Digital Communications (Nanjing) Co., Ltd.; HANHELT Communications (Nanjing) Co., Ltd.; Compal Communications (Nanjing) Co., Ltd.
Director: Compal Electronics, Inc.; Arcadyan Technology Corporation; Ripal Optoelectronics Co., Ltd.; UniCore Biomedical Co., Ltd.; Aco Healthcare Co., Ltd.; Kinpo Group Management Consultant Company; Kinpo & Compal Group Assets Development Corporation; Palcom International Corporation; Infinno Technology Corp.; Mactech Co., Ltd.; Gempal Technology Corp.; Hong Jin Investment Co., Ltd.; Hong Ji Capital Co., Ltd.; Compal Optoelectronics (Kunshan) Co., Ltd.; Compal Investment (Jiangsu) Co., Ltd.; Compal Display Electronics (Kunshan) Co., Ltd.; Compal Electronics (China) Co., Ltd.; Compal Smart Device (Chongqing) Co., Ltd.; Bizcom Electronics, Inc.; COMPAL SMART DEVICE INDIA PRIVATE LIMITED; Shennona Corporation
Supervisor: General Life Biotechnology Co., Ltd. CEO: Palcom International Corporation; Compal Investment (Jiangsu) Co., Ltd.; Compal Display Electronics (Kunshan) Co., Ltd.; HANHELT Communications (Nanjing) Co., Ltd.; Compal Smart Device (Chongqing) Co., Ltd.
Executive VP: Compal Electronics, Inc. Branch Manager: Compal Electronics, Inc. Kaohsiung Branch
Director Chen, Jui-Tsung Chairman: Compal Electronics, Inc.; Arcadyan Technology Corporation; Ripal Optotronics Co., Ltd.; UniCore Biomedical Co., Ltd.; Aco Healthcare Co., Ltd.; ARC Therapeutics, Inc.; Palcom International Corporation; Fusionite Corporation; GeneralLife Biotechnology Co., Ltd.; Ray-Kwong Medical Management Consulting Co., Ltd.; Kinpo & Compal Group Assets Development Corporation; River Regeneration and Rejuvenation Biotechnology Co. Ltd.; Raypal Biomedical Co., Ltd.; Gempal Technology Corp.; Panpal Technology Corp.; Hong Jin Investment Co., Ltd.; Hong Ji Capital Co., Ltd.; Compal Optoelectronics (Kunshan) Co., Ltd.; Compal Investment (Jiangsu) Co., Ltd.; Compal System Trading (Kunshan) Co., Ltd.; Compal Information Technology (Kunshan) Co., Ltd.; Compal Display Electronics (Kunshan) Co., Ltd.; Compal Information (Kunshan) Co., Ltd.; Compal Electronics Technology (Kunshan) Co., Ltd.; Compal Electronics (Chongqing) Co., Ltd.; Compal Electronics (China) Co., Ltd.; Compal Digital Technology (Kunshan) Co., Ltd.; Kunshan Botai Electronics Co., Ltd.; Compal Smart Device (Chongqing) Co., Ltd.; COMPAL SMART DEVICE INDIA PRIVATE LIMITED
Director: Compal Broadband Networks, Inc.; Compal Ruifang Health Assets Development Corporation; Kinpo Group Management Consultant Company; Mactech Co., Ltd.; UNICOM GLOBAL, INC.; HengHao Technology Co. Ltd.; Phoenix Innovation Venture Capital Co., Ltd.; Compal Management (Chengdu) Co., Ltd.; Compal (Vietnam) Co., Ltd.; Compal Investment (Sichuan) Co., Ltd.; Compal Development & Management (Vietnam) Co., Ltd.; Compal Electronics (Chengdu) Co., Ltd.; Compal Networking (Kunshan) Co., Ltd.; NCKUEE ALUMNI ASSOCIATION; Arcadyan Holding (BVI) Corp.; Arch Holding (BVI) Corp.; Ascendant Private Equity Investment Ltd.; Big Chance International Co., Ltd.; Billion Sea Holdings Ltd.; Bizcom Electronics, Inc.; Center Mind International Co., Ltd.; Compal Americas (US) Inc.; Compal Display Holding (HK) Limited; Compal Electronics (Holding) Ltd.; Compal Electronics International Ltd.; Compal Electronics N.A. Inc.; Compal International Holding Co., Ltd.; Compal International Holding (HK) Limited; Compal International Ltd.; Compal Rayonnant Holdings Ltd.; Compal USA (Indiana), Inc.; Compal Wise Electronic (Vietnam) Co., Ltd.; Compal Electronics Europe; Core Profit Holdings Limited; Etrade Management Co.,Ltd.; Flight Global Holding Inc.; Forever Young Technology Inc.; Fortune Way Technology Corp.; Giant Rank Trading Limited; Goal Reach Enterprises Ltd.; HengHao Holdings A Co., Ltd.; HengHao Holdings B Co., Ltd.; High Shine Industrial Corp.; Intelligent Universal Enterprise Ltd.; Jenpal international Ltd.; Just International Ltd.; Prisco International Co., Ltd.; Prospect Fortune Group Ltd.; Sinoprime Global Inc.; Smart International Trading Ltd.; Wah Yuen Technology Holding Ltd.; Webtek Technology Co.,Ltd
Executive Director: Compower Global Service Co., Ltd. President: Compal Electronics (Vietnam) Co., Ltd. Independent Director: Powertech Technology Inc. Trustee: Institute for Biotechnology and Medicine Industry

Title Name Positions held concurrently in the company and/or in any other company
Director Wang, Yu-Ho Director: Compal Broadband Networks; Compal Broadband Networks Belgium BVBA; Compal Broadband Networks Netherlands B.V. Vice Chairman: Statement: Starmems Semiconductor Corp. Compl Broadband Networks
Director Tsai, Rong-Jin Chairman: RayMX Microelectronics Corp. Director: Compal Broadband Networks Inc. VP of Marketing: Realtek Semiconductor Corp.
Independent Director Weng, Chien-Ren Director: FLH Co., Ltd. Independent Director: Compal Broadband Networks Inc.
Independent Director Mao, Ying-Wen Chairman: Sitronix Technology Corp.; Sitronix Investment Corp.; Forcelead Technology Corp.; Seer Microelectronics, Inc.; Sitronix Holding International Limited.; Sitronix Global Limited. Sensortek Technology Corp.; More Technology Corp.; Sync-Tech System Corp.; Infsitronix Technology Corp.; Silicon Power Computer & Communications Inc.; EZGLOBAL Networks Service Inc.; Fong Huang Innovation Investment Co., Ltd.; Fong Huang II Innovation Investment Co., Ltd.; Fong Huang III Innovation Investment Co., Ltd.; Fong Huang VI Innovation Investment Co., Ltd.; Fong Huang VII Innovation Investment Co., Ltd.
Independent Director Chen, Miao-Ling CEO: Sitronix Technology Corp.; Forcelead Technology Corp.; Seer Microelectronics, Inc. Independent Director: Compal Broadband Networks Inc.

Extempore Motions


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Extempore Motions


Appendices


Appendix I

Compal Broadband Networks, Inc.

Rules of Procedure for Shareholders Meetings

Article 1
The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 3
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall also prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Article 4
Election or dismissal of directors, amendments to the articles of incorporation, dissolution, merger, split, or any matter under Article 185, paragraph 1 of the Company Act, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Any matter under Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Article 5
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 6
The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences.

Shareholders or proxies appointed by the shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

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Article 7
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 8
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

When a director or a director serves as chair, as referred to in the preceding paragraph, the director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act.

Article 10
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.

Article 11
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name.


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Article 12

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When being public listed, the Company specifies the electronic means is one approach for the shareholders to exercise the voting rights. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders.

Article 14

The proposal is deemed approved if no dissent is expressed when all attending shareholders are consulted by the chair; in case of any dissent, the poll shall be taken as specified in the preceding paragraph. Other than the proposals in the agenda, any other proposal, or amendment or alternative to an original proposal proposed by any shareholder, shall be seconded by other shareholders.


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When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Article 15
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

The resolution approach in the Article, is to consult the shareholders by the chair; if there is no dissent, it shall be recorded as “approved without dissent from any attending shareholder consulted by the chair;” provided, if any shareholder express dissent, it shall specify the poll is taken and the proportion of voting rights in favor to the total voting right.

Article 16
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 17
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19
The Company beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 20
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. Production and distribution of meeting minutes may be conducted electronically.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained for the duration of the existence of the Company.

Article 21
On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting.


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Article 22
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 23
These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

The Operational Procedures were established on May 7, 2013, resolved by the board of directors, and implemented on June 21, 2013 upon the resolution of the shareholders’ meeting.

The 1st amendment was made on May 24, 2017, resolved by the board of directors, and implemented on June 27, 2017 upon the resolution of the shareholders’ meeting.

The 2nd amendment was made on March 13, 2018, resolved by the board of directors, and implemented on June 8, 2018 upon the resolution of the shareholders’ meeting.


Appendix II

Compal Broadband Networks, Inc.
Articles of Incorporation

Chapter I General Principles

Article 1
The Company is incorporated pursuant to the Company Act, and named as 銘寶科技股份有限公司, or Compal Broadband Networks, Inc. in English.

Article 2
The Company engages in the following business:
1. CC01060 Wired Communication Mechanical Equipment Manufacturing.
2. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
3. CC01080 Electronics Components Manufacturing.
4. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
5. CC01110 Computer and Peripheral Equipment Manufacturing.
6. E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering.
7. F113070 Wholesale of Telecommunication Apparatus.
8. F213060 Retail Sale of Telecommunication Apparatus.
9. F401010 International Trade.
10. I501010 Product Designing.
11. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3
The Company may make guarantee externally if the business requires.

Article 4
The Company locates the headquarter in Hsinchu County, and may establish branches, plants, or office domestically or internationally upon the board of directors’ resolution when required.

Article 5
The Company may reinvest more than 40% of the paid-in capital in aggregation, and may reinvest in other companies as a shareholder with limited liability.

Chapter II Shares

Article 6
The total capital of the Company is One Billion New Taiwan Dollars, divided into One Hundred Million shares with par value NT$10 per share; shares may be issued in batches. One Hundred Million New Taiwan Dollars in the registered total capital, or Ten Million shares are reserved for employees to exercise their warrants, or conversion of convertible corporate bonds with share subscription rights. The unissued shares may be issued in batches upon the board of directors’ resolution.

Article 6-1
For the treasury shares bought by the Company pursuant to the Company Act, share subscription warrants, restricted stock for employees, and employee’s subscription in a new share issuance, the employees of parents or subsidiaries of the company meeting certain specific requirements are entitled to receive such as well.

Article 7
The Company’s shares are registered, and signed/sealed by three or more directors, numbered, and certified by the competent authority or the institution authorized by the competent authority for issuance and registration before issuance.

Article 8
The Company may be exempted from printing the certificate(s) of shares for issuance, but shall register the issued shares with a centralized securities depository enterprise and follow the regulations of that enterprise. Unless otherwise specified, for the shareholders’ service, or the exercise of any right by a shareholder, the Regulations Governing the Administration of Shareholder Services of Public Companies shall be complied with. The entries in its shareholders’ roster shall not be altered within 60 days prior to the convening date of a regular shareholders’ meeting, within 30 days prior to the convening date of a special shareholders’ meeting, or five days prior to the base date of dividends, bonus, or other interest distribution.

Chapter III Shareholders’ meeting

Article 9
Shareholders’ meeting shall be two kinds, regular and special. The regular one is held at least once every year, within six months from the end of each fiscal year. The special one is convened pursuant to laws when necessary.

A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. A meeting notice shall be given to each shareholders no later than 15 days prior to the scheduled meeting date.

The reasons for convening a shareholders meeting shall be specified in the meeting notice. With the consent of the addressee, the meeting notice may be given in electronic form.

Article 9-1
When the shareholders’ meeting of the company is held, it may be held by videoconference or other methods announced by the Ministry of Economic Affairs.

Article 10
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a

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shareholders meeting is convened by a party other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. designation, the directors shall select from among themselves one person to serve as chair. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company, sealed or signed, and stating the scope of the proxy's authorization, pursuant to Article 177 of the Company Act.

Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies shall be complied with if proxy forms are used by the attending shareholders.

Article 11
Other than under restrictions or in the circumstances specified in Article 179 of the Company Act, each share is entitled for one voting right. When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When being public listed, the Company specifies the electronic means is one approach for the shareholders to exercise the voting rights.

Article 12
Other than the Company Act stipulates otherwise, the resolutions of the shareholders' meetings shall be adopted by the majority of the attending voting rights in a shareholders' meeting attended by the majority of the issued shares.

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. Production and distribution of meeting minutes may be conducted electronically. Production and distribution of meeting minutes may be conducted in the way of public announcement.

Chapter IV The Board of Directors and Functional Committees

Article 13
The Company establishes five to eleven directors; they shall be elected from among the shareholders with disposing capacity.

The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship. The Company may establish the independent directors within the aforesaid directors. The independent directors shall be two and one-fifth of all directors at minimum. The candidate nomination system is adopted for the shareholders to elect from the independent director candidate list. The professional qualifications, shareholding, concurrent position restriction, nomination and election methods, and other matters to be complied with, the related laws and regulations shall be observed.

The election of directors shall comply with the related laws and regulations and the Company's Procedures for Election of Directors. When being public listed, the candidate nomination system shall be adopted, for the shareholders to elect from the director candidate list.

The Company may establish the Audit Committee pursuant to the securities and exchange laws and regulations; the committee consists of all independent directors, and one of them is the convener, with at least one member shall have the expertise in accounting or finance. The Audit Committee establish by the Company pursuant to laws, is responsible to exercise the supervisors' power granted by the Company Act, the Securities and Exchange Act, other laws and regulations, and the Company's Articles of Incorporation and other regulations.

When required by the business, the board of directors may establish the Remuneration Committee or other functional committee pursuant to laws and regulations.

Article 14
The term of director's office is three years, and the re-election is permitted.

When the vacancies of the board reaches one third of all directors, the special meeting of shareholders for electing succeeding directors shall be convened by the board of directors within 60 days.

After establishing the independent directors, and the dismissal of independent director results in the number of independent director is short from the requirement of the Articles of Incorporation, such vacancies shall be filled in the soonest shareholders' meeting; if all independent directors are dismissed, the special meeting of shareholders for electing directors shall be convened directors within 60 days fro the date of occurrence.

The term of office for the directors and independent directors by-elected, shall only be the remaining term of the precedent directors.

Article 15
The board of directors are formed by directors, and the chairman is elected from directors with the majority of the attending directors in the meeting attended by two-third or more directors, to execute all affairs pursuant to the laws and regulations, the Articles of Incorporation, and resolutions of shareholders' meetings and boards meetings. The chairman of the board of directors shall internally preside the shareholders' meeting, and the meeting of the board of directors; and shall externally represent the company.

Article 16
The Company's operating guidelines and other key matters are conducted upon the resolution of the board of directors. Other than the first meeting of each term of the board, which is convened by the director won the most voting rights, the board meetings are convened by the chairman.

The powers of the board of directors are the follows:
1. Appointment and discharge of managerial officers.
2. Review of budget and settlement.
3. Formulation and proposal of earning distributions or deficit offset.
4. Approved key regulations and contracts.

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  1. Review of real property transactions and investments in other business.
  2. Other power granted pursuant to the Company Act and resolutions of the shareholders' meeting.

Article 17
The convention of a board meeting shall be noticed to each director seven days prior to the meeting, and the causes shall be specified. However, the board meeting may be convened whenever in emergency. With the consent of the addressee, the board meeting notice may be given in electronic form, such as correspondence, fax, or e-mail.

Article 18
The resolutions of the board shall be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least two-third of the entire directors, unless the Company Act specifies otherwise. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf when he/she is unable to attend in person, he/sher shall issue a written proxy and state therein the scope of authority, and one proxy for each director only.

Article 19
When the chairman is on leave or unable to exercise the power, Article 208 of the Company Act shall be complied with for his/her deputy.

Article 19-1:
The Company may convene a shareholders' meeting by video conference or in other methods as announced by the Ministry of Economic Affairs.

Article 20
(Deleted)

Article 21
The directors shall be paid with salaries for conducting business for the Company regardless the profit of loss. The remunerations of all directors shall be proposed by the Remuneration Committee to the board of directors for resolutions by referring their participations to the operation and value of the contributions, as well as the peer's level.

Chapter V Managerial Officer

Article 22
The Company may establish managerial officers; Article 29 of the Company Act shall be complied with for their appointments, discharges, and remunerations.

After the Company establishes the Remuneration Committee pursuant to the securities and exchange laws and regulations, the Remuneration Committee proposes the managerial officers' remunerations to the board of directors for resolutions.

Chapter VI Accounting

Article 23
The Company's fiscal years are from January 1 to December 31.

At the end of each fiscal year, the Company shall have the board of directors to prepare the following books and statement, and submit such to the shareholders' meetings for ratifications pursuant to the statutory procedures.

I. Business plans
II. Financial statements
III. Proposal of earning distributions or deficit offsets.

For the proposal of earning distributions in the preceding paragraph, the board of directors is authorized to resolve the cash distribution for the shareholders' dividends and bonuses pursuant to the Articles of Incorporation, and needs not to be ratified by the shareholders' meeting.

Article 24
The Company shall distribute no lower than 5% of the profit of the year as the employees' remunerations, (of which no lower than five percent (5%) shall be distributed as grassroots employees' remunerations), and no more than 2% of the same as the directors' remunerations; however, the accumulated losses shall be offset first. The "profit of the year" in the preceding paragraph refers to the income after the pre-tax income of the year deducting the distribution of the employees' and directors' remunerations.

The distribution of the employees' and directors' remunerations shall be resolved by the majority of the attending directors in a board meeting attended by two-third or more of the all directors, and reported to the shareholders' meeting.

The employee's remuneration may be paid in shares or cash, and the employees entitled to receive the remuneration include the employees of parents or subsidiaries of the company meeting certain specific requirements.

Article 24-1
If there is any surplus in the Company's earnings as concluded by the annual accounting book close, after paying tax and making up for accumulated losses, 10% shall be set aside as legal reserve, except when the legal reserve has reached the Company's paid-in capital, and the remainder shall be set aside or reversed as special reserve in accordance with the law; if there is any remaining earnings, the balance plus the accumulated undistributed earnings may be proposed by the board of directors for distribution upon the resolution of the shareholders' meeting; provided, the distribution may be exempted if the EPS is less than NT$1.

The Company authorizes the board meeting attended by two-third or more directors, and the resolution by the majority of the attended directors, to distribute all or part of the shareholders' dividends and bonus, capital reserve, or surplus reserve in cash, and report to the shareholders' meeting.

The Company is in the stage of operation growth; the dividend distribution policy shall consider the operating environment, operating performance, and financial structures, among other things, for the distribution. No less than 10% of the distributable earnings shall be provided for shareholder's bonus; provided, the board of directors may adjust the percentage based on the overall operating conditions at that time, and submit the proposal for the


resolution of shareholders' meeting. However, the cash dividends distributed to the shareholders must not less than 10% of the sum of the cash and share dividends.

Chapter VII. Supplementary Principles

Article 25 For anything no mentioned in the Articles of Incorporation, the Company Act and related laws and regulations.

Article 26 The Articles of Incorporation were established on August 12, 2009 upon the agreement of all initiators.

The 1st amendment was made on June 27, 2011.

The 2nd amendment was made on June 22, 2016.

The 3rd amendment was made on June 27, 2017.

The 4th amendment was made on June 8, 2018.

The 5th amendment was made on June 28, 2019.

The 6th amendment was made on August 30, 2021.

The 7th amendment was made on June 27, 2022.

The 8th amendment was made on June 23, 2025.

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Appendix III.

Compal Broadband Networks, Inc.

Shareholdings of All Directors

Book closure date: Apr 24, 2026

Title Name Number of shares (shares) %
Chairman Compal Electronics, Inc.
Representative: Peng, Sheng-Hua 29,060,176 42.39%
Director Compal Electronics, Inc.
Representative: Chen, Jui-Tsung
Director Compal Electronics, Inc.
Representative: Wang, Yu-Ho
Director Rui Xin Investment Co., Ltd.
Representative: Tsai, Rong-Jin 3,575,000 5.22%
Independent Director Weng, Chien-Ren 0 0.0%
Independent Director Mao, Ying-Wen 0 0.0%
Independent Director Chen, Miao-Ling 0 0.0%
Total 32,635,176 47.61%

Note 1: Pursuant to the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," where the paid-in capital of the company is more than NT$300 million but NT$1 billion or less, the total registered shares owned by all directors shall not be less than ten percent of the total issued shares; the total registered shares owned by all supervisors shall not be less than one percent of the total issued shares.

The statutory shareholding is calculated as follows:

  • No fewer than 5,484,053 shares for all directors.
  • The Company has the Audit Committee in place, and thus the statutory shareholding for the supervisors is not applicable.

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Appendix IV.
Other Matters to Be Explained

Acceptance of shareholders’ proposals for this regular shareholders’ meeting:

I. Pursuant to Article 172-1 of the Company Act, a shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

II. For the 2026 regular shareholders’ meeting, the Company accepted shareholders’ proposals from April 10, 2026 to April 20, 2026, and publicly announced on MOPS pursuant to laws.

III. The Company received no proposal from any shareholders during the period above.

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