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C.F.CORP. — AGM Information 2026
May 18, 2026
51798_rns_2026-05-18_64c46cfc-966f-4cbb-b92d-8aed797f113a.pdf
AGM Information
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Stock Code: 1435
CHUNG FU TEX-INTERNATIONAL CORPORATION
2026 Annual General Meeting
Meeting Handbook
Meeting method: Physical venue
Time: 9:00 am, June 18, 2026 (Thursday)
Location: Zhonghe Citizen Activity Center (No. 74, Zhonghe Road, Zhonghe District, New Taipei City)
Table of Contents
Page number
[Meeting Agenda] ---1
[Reporting Items] ---2
[Recognition Items] ---2
[Extraordinary Motions] ---4
Attachment:
I. 2025 Business Report ---5
II. 2025 Audit Committee's Audit Report ---8
III. Individual Independent Auditor’s Report and Financial Reports for 2025---9
IV. 2025 Earnings/Loss Appropriation (Restated) ---18
Appendix:
I. Articles of Incorporation ---19
II. Rules and Procedures of Shareholders’ Meeting---26
III. Directors' Shareholding Position---30
[Meeting Agenda]
I. Time: 9:00 am, June 18, 2026 (Thursday)
II. Location: Zhonghe Citizen Activity Center (No. 74, Zhonghe Road, Zhonghe District, New Taipei City)
III. Meeting method: Physical meeting
IV. Call Meeting to Order
V. Address by the Chairman
VI. Report Items:
(1) 2025 Business Report (Restated)
(11) 2025 Audit Committee's Audit Report.
(111) Proposed Item by Shareholder Holding 1% or More of the Total Issued Shares Not Included in the Agenda for the Annual General Meeting.
VII. Recognition Items:
(1) Ratified the 2025 Business Report and Financial Report.
(11) Ratification of the 2025 appropriation of profit or loss of the Company
VIII. Extraordinary Motions
IX. End of Meeting
[Reporting Items]
I. 2025 business report.
Description: Please refer to Attachment 1 for the Company's 2025 business report. (Please refer to page 5 of this handbook)
II. 2025 Audit Committee's Audit Report.
Description: Please refer to Attachment 2 for the Company's 2025 Audit Committee’s Audit Report. (Please refer to page 8 of this handbook)
III. Proposed Item by Shareholder Holding 1% or More of the Total Issued Shares Not Included in the Agenda for the Annual General Meeting.
Description: I. During the shareholder nomination period (April 10 to April 21, 2026), the Company received a shareholder proposal to remove Lida Capital Limited and its representative Chien Chen (or another representative) from their positions as directors of the Company.
II. Because the proposal submitted by the shareholder does not comply with Article 172-1, Paragraph 3 (exceeding 300 words), Paragraph 4, Subparagraph 1 (not a resolution obtained by the shareholders' meeting), and Subparagraph 4 (exceeding 300 words and more than one proposal) of the Company Act, and is not related to promoting public interest or fulfilling social responsibility, the Board of
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Directors has resolved in accordance with the law not to include it in the agenda of this shareholders' meeting.
[Recognition Items]
Motion 1 Proposed by the board of directors
Subject: Ratification of the 2025 Business Report and Financial Report
Description: I. The Company has its 2025 financial report has been audited by CPA Jinn-Der Chang and CPA Shu-Mei Chu of CROWN & Co., CPAs, and approved by the Board of Directors together with the business report and the Earnings/Loss Appropriation Schedule, and has been reviewed by the Audit Committee.
II. For the 2025 business report and the 2025 financial report, the auditor's audit report and the balance sheet, comprehensive income statement, statement of changes in equity and cash flow, please refer to Attachment 1 and 3 (Please refer to pages 5 and 18 of this handbook).
III. Request for recognition.
Resolution:
Motion 2 Proposed by the board of directors
Subject: Ratification of the 2025 earnings/loss appropriation.
Description: I. The Company's net loss after tax for 2025 was
NT$57,776,316; with an accumulated loss of NT$168,553,702 at the beginning of 2025, the total loss needs to be compensated was NT$226,329,320. As there was no earnings available for distribution, no dividend to shareholders, directors' remuneration and employee's remuneration were distributed.
II. The 2025 appropriation table is attached. Please refer to Attachment 4 (Please refer to page 18 of this handbook).
III. Request for recognition.
Resolution:
[Extraordinary Motions]
[Adjournment]
4
[Attachment 1]
2025 Business Report of Chung Fu Tex-International Corporation
In 2025, the main source of revenue was rental income from commercial office in Zhonghe District. Zhongli factory premises were not leased due to their age and damage to parts of the premises, which posed a safety risk to tenants, resulting in a decline in annual revenue. Recently, the management team, in accordance with the shareholders' meeting resolution and relevant laws and regulations, applied for various demolition permits and carried out the necessary work. Thanks to the efforts of all company employees, the relevant permits have been successfully obtained from the competent authorities, and the court has also completed its inspection. Once the demolition work is completed as planned, the company will move towards the next stage of asset revitalization and transformation.
I. Business Plan Implementation Results of 2025
Unit: NT$ thousand
| Item | 2025 | 2024 (Restated) | Amount of change | Percentage of change (%) | Remarks |
|---|---|---|---|---|---|
| Net operating revenue | 5,982 | 10,679 | (4,697) | (44) | Rental income from Zhongli Factory has decreased. |
| Gross profit | 3,870 | 8,683 | (4,813) | (55) | Rental income from Zhongli Factory has decreased. |
| Net profit (loss) after tax | (57,777) | (37,053) | (19,380) | 52 | |
| Net profit (loss) rate (%) | (966) | (347) | (596) | 172 | |
| Earnings (loss) per share (NT$) | (0.41) | (0.27) | (0.13) | 48 |
The net operating income of the Company for 2025 was NT$5,982 thousand, Decrease of NT$4,697 thousand compared with year 2024; the net loss after tax in 2025 was NT$57,777 thousand, a increase of NT$19,380 thousand of loss, compared with year 2024.
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II. Budget Implementation Status
Unit: NT$ thousand
| Item | 2025 budget amount | Actual amount in 2025 | Achievement rate |
|---|---|---|---|
| Net operating revenue | Not applicable. | 5,982 | Not applicable. |
| Operating costs | Not applicable. | 2,112 | Not applicable. |
| Gross profit | Not applicable. | 3,870 | Not applicable. |
| Operating expenses | Not applicable. | 64,337 | Not applicable. |
| Operating profit (loss) | Not applicable. | (60,467) | Not applicable. |
| Net profit (loss) after tax | Not applicable. | (57,777) | Not applicable. |
III. Analysis of Financial Income and Expenditure and Profitability in 2025
Unit: NT$ thousand
| Item | 2025 | 2024(Restated) | |
|---|---|---|---|
| Profit and loss | Net operating revenue | 5,982 | 10,679 |
| Gross profit (loss) from operations | 3,870 | 8,683 | |
| Net profit (loss) after tax | (57,777) | (37,053) | |
| Profitability | Return on assets (%) | (5) | (3) |
| Return on equity (%) | (5) | (3) | |
| Net profit (loss) rate (%) | (966) | (347) | |
| Earnings (loss) per share (NT$) | (0.41) | (0.27) |
IV. Research and Development Status:
Strengthened investment undertakings and created possible development directions beyond existing businesses.
V. Operational plan for 2026
The Company's business policies, expected sales quantities and basis, and important production and sales policies:
- The company's commercial office in Zhonghe, except for some office space on the second floor which are used by the company internally, the rest have been fully rented out, mainly for stable rental income.
- Regarding the Company's Zhongli plant, after the demolition work is completed,
company is plan to revitalize this assets. Will be handled in accordance with the resolution of the shareholders' meeting.
VI. Future development strategies of the Company
Increase the investment efficiency of the available funds in the short term; select appropriate transformation opportunities in the long term depending on the scale of the available funds.
VII. Impacts of the external competitive environment, regulatory environment, and overall business environment
Domestic industries continue to be impacted by tariff issues and competition from neighboring regions, resulting in a polarization between traditional and high-tech industries. Traditional industries face challenges such as labor shortages and the need for technological upgrades, while high-tech industries demonstrate their competitive advantages and their long-term development prospects remain positive. Although there are considerations for overseas investment to align with major clients, there is still a demand for increased production capacity domestically. With the implementation of relevant land regulations, factories built on agricultural land are gradually disappearing, being replaced by well-planned high-tech and green building facilities. Therefore, the company will review its existing conditions, align with industrial policies, continuously revitalize assets, and prudently address various challenges to protect shareholder interests.
Chairman: Chien Chen
Managerial Officer: Jung-Mu Lu
Accounting Manager: Yeng-Lan Chan
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[Attachment 2]
Chung Fu Tex-International Corporation
Audit Committee’s Audit Report
The Board of Directors has prepared the Company’s 2025 business report, financial statements, and earnings distribution/loss compensation scheme. The financial statements have been audited by CPA Chang, Jinn-Der and CPA Huang, Chih-Fu of CROWN & Co., CPAs, and an audit report have been issued accordingly. The Audit Committee has audited and concluded that there are no irregularities in the above books and accounts prepared by the board of directors. Therefore, we hereby report the above in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, please review and approve.
Sincerely,
2026 Annual General Meeting of Chung Fu Tex-International Corporation
Chung Fu Tex-International Corporation
Audit Committee convener: Chin-Cheng Wu
March 31, 2026
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[Attachment 3]
Independent Auditors' Report
To: Chung Fu Tex-International Corporation
Opinions
The balance sheets of Chung Fu International Co., Ltd. as of December 31, 2025 and 2024 (Restated), as well as the consolidated profit and loss statement, statement of changes in equity, statement of cash flows, and notes to the financial statements (including a summary of significant accounting policies) from January 1 to December 31, 2025 and 2024 (Restated), have been audited by accountants.
Qualified Opinion to the Financial Report of year 2025
In the opinion of the accountants, except for the potential impact of the matters described in the basis paragraph of the qualified opinion, the financial statements of Chung Fu International Co., Ltd. for the year 2015 are prepared in all material respects in accordance with the Financial Reporting Standards for Securities Issuers and are sufficient to adequately present the financial position of Chung Fu International Co., Ltd. as of December 31, 2025, and its financial performance and cash flows from January 1 to December 31, 2025.
Unqualified Opinion to the Financial Report of year 2024(Restated)
In the opinion of the accountants, the financial statements of Chung Fu International Co., Ltd. for the year 2024 (restated) are prepared in accordance with the Financial Reporting Standards for Securities Issuers in all material respects and adequately reflect the financial position of Chung Fu International Co., Ltd. as of December 31, 2024 (restated), and its financial performance and cash flows from January 1 to December 31, 2024 (restated).
Basis for Opinion
As stated in Note 6(7) to the financial statements, the equity method investment of Chung Fu International Co., Ltd. in Fu Hsing Investment Co., Ltd. as of December
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31, 2025, amounted to NT$170,654,000. The equity method-recognized share of related party and joint venture losses of NT$5,238,000 and the equity method-recognized share of other comprehensive profits and losses of related parties and joint ventures of NT$109,169,000 for the period from January 1 to December 31, 2025, were based on the unaudited financial statements of the investee company for the same period. Furthermore, the information regarding the aforementioned investee company disclosed in Note 13 to the financial statements was also unaudited. Because the auditor was unable to access the financial information of Fu Hsing Investment Co., Ltd., sufficient and appropriate audit evidence could not be obtained for these equity method investments. Therefore, the auditor could not determine whether necessary adjustments to these amounts were required.
The accountants performed the audit in accordance with the Rules for Auditors' Audit and Verification of Financial Statements and the Auditing Standards. The accountant's responsibilities under these standards will be further explained in the section on Auditors' Responsibilities in Auditing Financial Statements. Personnel of the firm to which this accountant belongs, who are subject to the Independence Code, have maintained absolute independence from Chung Fu International Co., Ltd. in accordance with the Code of Ethics for Auditors and have fulfilled other responsibilities under that code. The accountants believe that sufficient and appropriate audit evidence has been obtained to form the basis for expressing a qualified opinion and an unqualified opinion, respectively, on the financial statements of Chung Fu International Co., Ltd. for the fiscal years 2025 and 2024 (restated).
Key Audit Matters
Key audit matters refer to those matters that, in the auditor's professional judgment, are of most significance in the audit of the financial statements of Chung Fu International Co., Ltd. for the fiscal year 2025. These matters have been addressed in the overall audit of the financial statements and in forming the audit opinion, and the auditor does not express a separate opinion on these matters.
The key audit matters concerning the financial statements of Chung Fu International Co., Ltd. for the fiscal year 2025 are described below:
Existence of Investment Properties
As of December 31, 2015, the balance of investment properties of Chung Fu International Co., Ltd. was NT$513,456,000, representing approximately 44% of
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total assets. Both the balance and the percentage are material to the financial statements; therefore, the existence of investment properties is listed as a key audit matter.
The auditor's testing regarding the existence of the aforementioned investment properties is explained as follows:
- Understanding the design and implementation of key internal controls regarding the acquisition and disposal of investment properties.
- Observe the actual operation of the investment property and check relevant documents to verify the existence of ownership and pledge of the investment property.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The management is responsible for the preparation and fair presentation of the financial reports in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for maintaining such internal control as necessary to enable the preparation of financial reports that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is also responsible for assessing the ability of Chung Fu Tex-International Corporation to continue as a going concern, disclosing matters related to going concern, and using the going concern basis of accounting, unless the management either intends to liquidate Chung Fu Tex-International Corporation or to cease operations or has no realistic alternative but to do so.
The governing body (including the Audit Committee) of Chung Fu Tex-International Corporation is responsible for overseeing the process of financial reporting.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance regarding whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an independent auditor's report. Reasonable assurance is a high level of assurance but is not a guarantee that an audit will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements 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 the financial statements.
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As part of an audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following tasks:
-
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.
-
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 internal control of Chung Fu Tex-International Corporation.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
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 ability of Chung Fu Tex-International Corporation 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 Chung Fu Tex-International Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements (including relevant notes) and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence for the financial information of the entities within Chung Fu Tex-International Corporation to express an opinion on the financial statements. We are responsible for guiding, supervising, and performing the audit of Chung Fu Tex-International Corporation and forming an audit opinion of Chung Fu Tex-International Corporation.
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We communicate with the governing body regarding the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identified during our audit).
We also provided the governing body with a statement that we have complied with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and communicated with the governing body all relationships and other matters that may be considered to affect the independence of the accountants. (including related protective measures).
We determined key audit matters for the audit of the 2025 financial statements (after restatement) of Chung Fu Tex-International Corporation based on matters we communicated with the governing body. We describe these matters in our 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.
CROWN & Co., CPAs
CPA: Jinn-Der Chang
CPA: Shu-Mei Chu
Competent authority approval number:
Letter(1) No. 00351 (1990 Tai-Tzai-Zeng)
Securities Regulatory Commission
Letter (Zeng)No. 8492,
Financial Supervisory Commission
March 31, 2026
Chung Fu Tex-International Corporation
Balance Sheet
December 31, 2024 and 2023
| Code | Assets | December 31, 2025 | Unit: NT$ thousand December 31, 2024 (Restated) | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6(1)) | $ 46,167 | 4 | 44,555 | 3 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4 and 6(2)) | 96,715 | 8 | 131,322 | 10 |
| 1136 | Financial assets measured at amortized cost - current (Notes 4 and 6(4)) | 220,000 | 19 | 250,000 | 19 |
| 1170 | Accounts receivable (Notes 4 and 6(5)) | - | - | - | - |
| 1200 | Other receivables (Notes 4, 6(5), and 7) | 668 | - | 166 | - |
| 1220 | Current tax assets (Note 4 and 6(16)) | 859 | - | 540 | - |
| 130X | Inventories (Notes 4 and 6(6)) | 4,754 | - | 5,085 | 1 |
| 1410 | Prepayments | 2,021 | - | 597 | - |
| 1479 | Other current assets | - | - | 8 | - |
| 11XX | Total current assets | 371,184 | 32 | 432,273 | 32 |
| Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 6(3)) | 23627 | 2 | 24,624 | 2 |
| 1550 | Investments accounted for using equity method (Note 4 and 6(7)) | 170,654 | 14 | 285,061 | 21 |
| 1600 | Property, plant and equipment (Note 4 and Note 6(8)) | 47,256 | 4 | 43,163 | 3 |
| 1755 | Right-of-use assets (Note 4 and 6(9)) | 12 | - | 18 | - |
| 1760 | Investment property (Notes 4 and 6(10)) | 513,456 | 44 | 514,858 | 39 |
| 1990 | Other non-current assets (Note 6 (11)) | 50,002 | 4 | 44,886 | 3 |
| 15XX | Total non-current assets | 805,007 | 68 | 912,610 | 68 |
| 1XXX | Total assets | 1,176,191 | 100 | $1,344,883 | 100 |
| Liabilities and equity | |||||
| Current liabilities | |||||
| 2200 | Other payables (Note 6(12)) | $ 5,925 | 1 | 6,667 | 1 |
| 2230 | Current tax liabilities (Note 4 and 6(16)) | - | - | - | - |
| 2280 | Lease liabilities - Current (Note 4 and 6(9)) | 7 | - | 7 | - |
| 2300 | Other current liabilities (Note 6(12)) | 97 | - | 97 | - |
| 21XX | Total current liabilities | 6,029 | 1 | 6,771 | 1 |
| Non-current liabilities | |||||
| 2570 | Deferred income tax liabilities (Notes 4 and 6(16)) | 161,746 | 14 | 161,746 | 12 |
| 2580 | Lease liabilities - Non-current (Note 4 and 6(9)) | 14 | - | 14 | - |
| 2600 | Other non-current liabilities (Note 6(18)) | 16,054 | 1 | 16,054 | 1 |
| 25XX | Total non-current liabilities | 177,807 | 15 | 177,814 | 13 |
| 2XXX | Total Liabilities | 183,836 | 16 | 184,585 | 14 |
| Equity (Note 6(14)) | |||||
| 3110 | Ordinary shares | 1,397,801 | 118 | 1,397,801 | 104 |
| 3200 | Capital reserve | 125,137 | 11 | 125,137 | 9 |
| 3350 | Accumulated deficits | (226,330) | (19) | (168,553) | (13) |
| 3400 | Other equity interest | (304,253) | (26) | (194,087) | (14) |
| 3XXX | Total equity | 992,355 | 84 | 1,160,298 | 86 |
| Total liabilities and shareholder's equity | $1,176,191 | 100 | $1,344,883 | 100 |
(Please refer to the Notes to the Financial Statements)
Chairman: Chien Chen
Managerial Officer: Jung-Mu Lu
Accounting Manager: Yen-Lan Chan
Chung Fu Tex-International Corporation
Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
| Code | 2025 | 2024(Restated) | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenue (Note 4) | |||||
| 4300 | Income from lease | $ 5,982 | 100 | $ 10,679 | 100 |
| 4000 | Total operating revenue | 5,982 | 100 | 10,679 | 100 |
| Operating cost (Note 4 and 6(6)) | |||||
| 5300 | Lease cost | 2,112 | 35 | 1,996 | 19 |
| 5000 | Total operating cost | 2,112 | 35 | 1,996 | 19 |
| 5950 | Gross profit | 3,870 | 65 | 8,683 | 81 |
| Operating expenses (Note 6(15)) | |||||
| 6200 | Administrative expenses | 64,337 | 1,076 | 59,520 | 557 |
| 6450 | Expected credit impairment loss (Note 6(5)) | - | - | - | - |
| 6000 | Total operating expenses | 64,337 | 1,076 | 59,520 | 557 |
| 6900 | Net operating loss | (60,467) | (1,011) | (50,837) | (476) |
| Non-operating income and expenses (Note 6(15)) | |||||
| 7100 | Interest income | 3,875 | 65 | 4,326 | 40 |
| 7010 | Other income | 4,397 | 74 | 6,062 | 57 |
| 7020 | Other gains and losses | (298) | (5) | 6,536 | 61 |
| 7050 | Finance costs | (46) | (1) | (36) | - |
| 7060 | Share of profit (loss) of associates and joint ventures accounted for using equity method | (5,238) | (88) | (3104) | (29) |
| 7000 | Total other-sales and expenses | 2,690 | 45 | 13,784 | 129 |
| 7900 | Net loss before tax | (57,777) | (966) | (37,053) | (347) |
| 7950 | Income tax expenses (Notes 4 and 6(16)) | - | - | - | - |
| 8200 | Net loss for the period | (57,777) | (966) | (37,053) | (347) |
| Other comprehensive income (loss) | |||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (Note 6(14)) | (997) | (17) | (3343) | (31) |
| 8320 | Share of other comprehensive income of associates and joint ventures recognized by using the equity method (Note 4 and 6(7)) | (109,169) | (1,825) | (145559) | (1363) |
| 8300 | Other comprehensive income for the current period (net after tax) | (110,166) | (1,842) | (148902) | (1394) |
| 8500 | Total comprehensive income in the current period | $(167,943) | (2,808) | $(185,955) | (1741) |
| Loss per share (Note 6(17)) | |||||
| 9750 | Basic loss per share | $ (0.41) | $ (0.27) |
(Please refer to the Notes to the Financial Statements)
Chairman: Chien Chen Managerial Officer: Jung-Mu Lu Accounting Manager: Yen-Lan Chan
Chung Fu Tex-International Corporation
Statement of Changes in Equity
For the years ended December 31, 2024 and 2023
Unit: NTD thousand
| Code | 2024(Restated) | Ordinary shares | Capital reserve | Accumulated deficits | Other equity interest
Unrealized valuation gains or losses of financial assets at fair value through other comprehensive income | Total equity |
| --- | --- | --- | --- | --- | --- | --- |
| A1 | Balance before restatement on January 1, 2024 | $ 1,397,801 | $ 125,137 | $ (131,500) | $ (45,185) | $ 1,346,253 |
| D1 | Net loss in 2023 | - | - | (37,053) | - | (37,053) |
| D3 | Other comprehensive income after tax in 2024 | - | - | - | (148,902) | (148,902) |
| D5 | Total comprehensive income in 2024 | - | - | (37,053) | (148,902) | (185,955) |
| Z1 | Balance as of December 31, 2024 | $ 1,397,801 | $ 125,137 | $ (168,553) | $ (194,087) | $ 1,160,298 |
| | 2025 | | | | | |
| A1 | Balance at January 1, 2025 | $ 1,397,801 | $ 125,137 | $ (168,553) | $ (194,087) | $ 1,160,298 |
| D1 | 2024 net loss | - | - | (57,777) | - | (57,777) |
| D3 | Other comprehensive income after tax in 2025 | - | - | - | (110,166) | (110,166) |
| D5 | 2024 total comprehensive income | - | - | (57,777) | (110,166) | (167,943) |
| Z1 | Balance on December 31, 2025 | $ 1,397,801 | $ 125,137 | $ (226,330) | $ (304,253) | $ 992,355 |
Chairman: Chien Chen
(Please refer to the Notes to the Financial Statements)
Managerial Officer: Jung-Mu Lu
Accounting Manager: Yen-Lan Chan
Chung Fu Tex-International Corporation
Statement of Cash Flow
For the years ended December 31, 2025 and 2024
| Code | 2025 | Unit: NT$ thousand 2024(Restated) | |
|---|---|---|---|
| Cash flow from operating activities | |||
| A10000 | Net loss before tax for the period | $ (57,777) | $ (37,053) |
| A20010 | Income and expenses | ||
| A20100 | Depreciation expense | 3,029 | 2,588 |
| A20400 | Net gain on financial assets at fair value through profit and loss | 2,642 | (6,133) |
| A20900 | Finance costs | 46 | 36 |
| A21200 | Interest income | (3,875) | (4,326) |
| A21300 | Dividend income | (4,397) | (6,062) |
| A22300 | Share of loss (profit) of associates and joint ventures accounted for using equity method | 5,238 | 3,104 |
| A23100 | Losses (gains) on disposal of investments | (2,629) | (5) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | - | 59 |
| A31150 | Accounts receivable | - | 10 |
| A31180 | Other receivables | - | 74 |
| A31200 | Inventory | 331 | - |
| A31230 | Prepayments | (1,424) | (443) |
| A31240 | Other current assets | 8 | (8) |
| A32180 | Other payables | (742) | 1,451 |
| A32230 | Other current liabilities | - | 32 |
| A33000 | Cash used in operating activities | (59,550) | (46,676) |
| A33100 | Interest received | 3,373 | 4,312 |
| A33300 | Interest paid | (46) | (36) |
| A33500 | Income tax paid | (319) | (844) |
| AAAA | Net cash used in operating activities | (56,542) | (43,244) |
| Cash flow from investing activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | $ (550,000) | $ (260,000) |
| B00050 | Proceeds from the disposal of financial assets measured at amortized cost | - | 220,500 |
| B00060 | Financial assets measured at amortized cost upon maturity repaying their principal | 580,000 | |
| B00100 | Acquisition of financial assets at fair value through profit or loss | (5,487) | (12,565) |
| Proceeds from the disposal of financial assets at fair value through profit or loss | 40,081 | 782 | |
| B00200 | Acquisition of property, plant and equipment | (828) | (2,422) |
| B02700 | Increase in refundable deposits | (10,002) | - |
| B03700 | Decrease in refundable deposits | - | 4 |
| B03800 | Increase in prepayment for equipment | - | (4,886) |
| B07100 | Dividends received | 4,397 | 6,062 |
| B07600 | Net cash (outflow) inflow from investing activities | 58,161 | (52,525) |
| BBBB | Cash flow from financing activities | ||
| C03000 | Increase in guarantee deposits received | - | 81 |
| C03100 | Decrease in guarantee deposits received | - | (1,960) |
| C04020 | Payments of lease liabilities | (7) | (7) |
| CCCC | Net cash used in financing activities | (7) | (1,886) |
| EEEE | Increase (decrease) in cash and cash equivalents for the current period | 1,612 | (97,655) |
| E00100 | Cash and cash equivalents at beginning of period | 44,555 | 142,210 |
| E00200 | Cash and cash equivalents at end of period | $ 46,167 | $ 44,555 |
(Please refer to the Notes to the Financial Statements)
Chairman: Chien Chen
Managerial Officer: Jung-Mu Lu
Accounting Manager: Yen-Lan Chan
[Attachment 4]
Chung Fu Tex-International Corporation
2025 Earnings/Loss Appropriation Schedule
Unit: NT$
| Item | Subtotal | Total |
|---|---|---|
| Accumulated loss at the beginning of the period | ($ 168,553,004) | |
| Add: 2025 net loss after taxes | ( 57,776,316) | |
| Accumulated loss at the end of the period | (226,329,320) | (226,329,320) |
Chairman: Chien Chen Managerial Officer: Jung-Mu Lu Accounting Manager: Yen-Lan Chan
[Appendix 1]
Chung Fu Tex-International Corporation Articles of Incorporation
Chapter One General Principles
Article 1: The Company is organized in accordance with the Company Act on companies limited by shares, and is named "Chung Fu Tex-International Corporation", and its English name is "Chung Fu Tex-International Corporation".
Article 2: The business scope of the Company is as follows:
I. A101020 Growing of Crops
II. C501990 Manufacture of other products of wood
III. F101130 Wholesale of Vegetables and Fruits
IV. F102030 Wholesale of Tobacco and Alcohol
V. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
VI. F106010 Wholesale of Hardware
VII. F108040 Wholesale of Cosmetics
VIII. F112040 Wholesale of Petroleum Products
IX. F113050 Wholesale of Computers and Clerical Machinery Equipment
X. F118010 Wholesale of Computer Software
XI. F119010 Wholesale of Electronic Materials
XII. F203010 Retail Sale of Food, Grocery and Beverage
XIII. F203020 Retail Sale of Tobacco and Alcohol
XIV. F208040 Retail Sale of Cosmetics
XV. F212050 Retail Sale of Petrochemical Fuel Products
XVI. F401010 International Trade
XVII. G801010 Warehousing
XVIII. H701010 Housing and Building Development and Rental
XIX. I301010 Information Software Services
XX. I301020 Data Processing Services
XXI. I301030 Electronic Information Supply Services
XXII. IG01010 Biotechnology Services
XXIII. H701020 Industrial Factory Development and Rental
XXIV. H701040 Specific Area Development
XXV. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The head office of the Company is located in New Taipei City. If necessary, branch offices both at home or abroad may be established by board resolution.
Article 4: The announcement method of the Company shall be handled in accordance with Article 28 of the Company Act.
Article 5: The Company's investments are not subject to the restriction that the total amount of investments may not exceed $40\%$ of the paid-in capital under Article 13 of the Company Act.
Chapter Two Ownership
Article 6: The total rated capital of the Company is NT$2 billion, divided into 200 million shares with a par value of NT$10 per share; the Board of Directors is authorized to issue the shares in installments. Among them, NT$100 million that is divided into 10 million shares at NT$10 per share is reserved for employees to exercise the subscription rights of stock option certificates.
Article 6-1: The Company may issue name-bearing Class A preferred stock, with the rights, obligations and main issuing conditions as follows:
I. Preferred stock dividend yield. The annual interest rate was set at 3.5%.
II. The dividend of the preference shares shall be calculated based on the actual issuing price and the actual number of issuance days, and shall be paid in cash in a lump sum after the annual shareholders' meeting's recognition of the financial statements of the previous year and the resolution on the earnings distribution. The Board is authorized to separately determine the ex dividend date for the annual dividend of preference shares.
III. If the Company has a surplus in the annual final accounts, in addition to paying taxes, making up for losses and setting aside legal and special reserves in accordance with the law, the Company shall prioritize the distribution of preferential share dividends from the balance.
IV. Other than the dividends mentioned in paragraph 1 of this article, shareholders of Class A preference shares shall not participate in the distribution of earnings and capital surplus to ordinary shares in cash.
V. If there is no earnings in the annual final accounts or the earnings are insufficient for the distribution of all the dividends of Class A preference shares, the interest on the unpaid dividends shall be calculated based on the compound annual interest rate and accumulated for prioritized payment in future year when there is a surplus in the annual final accounts. However, the accumulated outstanding preferential share dividends shall be paid in full at the expiration of the issuance period.
VI. The maximum issuance period of the preferential shares is 5 years; on the expiration date, they shall be redeemed in cash in one go based on the execution price plus the accumulated outstanding dividends. If due to objective factors or uncontrollable circumstances, the Company is unable to redeem all or part of the preferential shares upon expiration, the rights of outstanding preferential shares shall continue in accordance with the issuance conditions of the issuance measures until full redemption by the Company. The dividend shall also be calculated based on the original dividend rate and the actual extension period.
VII. The preferential shares cannot be converted into ordinary shares during the issuance period.
VIII. The order of distribution of the remaining assets to the preferential shares shall have priority over that of ordinary shares and other preferential shares issued afterwards, but shall not exceed the amount of issuance.
IX. The shareholders of the preferential shares have the right to vote and elect at the general shareholders' meeting, as well as the right to be elected as directors.
X. When the Company issues new shares through capital increase in cash,
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shareholders of preferential shares shall have the same priority stock option rights as that of shareholders of ordinary shares.
Article 7: The Company's shares are all in registered form, signed or stamped by directors representing the company, and issued after being certified by the competent authority or its authorized securities issuance registration agency. If the issued shares are exempt from printing, the Company shall have the issued shares registered with the securities centralized depository institution and handled in accordance with the regulations of that institution.
Article 8: The handling of the Company's stock affairs, unless otherwise provided by laws or securities regulations, shall be handled in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.
Article 9: Transfer of share ownership shall be suspended within 60 days prior to a general shareholders' meeting, 30 days prior to an extraordinary shareholders' meeting, or 5 days before the ex-date of dividends or bonuses or other benefits.
Article 10: (Deleted).
Chapter Three. Shareholder Meetings
Article 11: The Company’s shareholders’ meetings are divided into the general shareholders’ meeting and the extraordinary shareholders’ meeting.
I. The general shareholders’ meeting is held at least once a year, within six months after the end of each fiscal year.
II. The extraordinary shareholders’ meeting is held when necessary.
The shareholders should be notified of the date, location, and reason for convening the meeting 30 days prior to a general shareholders' meeting and 15 days prior to an extraordinary shareholders’ meeting.
Article 12: If unable to attend the shareholders' meeting for any reason, a shareholder may appoint a proxy to attend the meeting on their behalf by signing the power of attorney form printed by the Company and stating the scope of powers authorized to the proxy.
Article 13: Each share of the shareholders of the Company has one voting right, except for non-voting share, as specified in Article 179 of the Company Act.
Article 14: Unless otherwise stipulated in the Company Act, resolutions of a shareholders’ meeting shall be adopted at a meeting attended by shareholders representing a majority of the total number of issued shares, with the approval of more than half of these attending shareholders’ voting rights.
Article 15: The resolutions of the shareholders' meeting shall be recorded in the meeting minutes, signed or sealed by the meeting chairman, and distributed to the shareholders within 20 days after the meeting.
The production, distribution and preservation of the aforementioned minutes of the meeting shall be subject to the provisions of Article 183 of the Company Act
Chapter Four Directors and Audit Committee
Article 16: The Company shall have five to nine directors. The term of office of the directors is three years and may be reelected.
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The number of independent directors shall not be less than three, and not less than one fifth of the number of total number of directors. Independent directors' professional qualifications, shareholding, concurrent employment restrictions, nomination method, election method and other compliance issues shall be handled in accordance with the regulations of the competent authority.
The Company's directors (including independent directors) are elected by the shareholders from a list of candidates in accordance with the candidate nomination system stipulated in Article 192-1 of the Company Act. The election of independent directors and non independent directors should be conducted together, and the elected seats shall be calculated separately.
The aggregate ratio of shares held by all directors of the Company shall not be lower than the fixed percentage prescribed by the securities regulatory authority.
Article 16-1: The Company shall establish an "Audit Committee" in accordance with Article 14-4 of the Securities and Exchange Act, consisting of all independent directors, and responsible for executing the powers of supervisors as stipulated in the Company Act, Securities and Exchange Act and other laws and regulations... Matters such as the number of members, term of office, responsibilities, and rules of procedure of the Audit Committee, shall be separately regulated in the Organizational Rules of the Audit Committee in accordance with the relevant provisions of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
Article 17: The Chairman of the board of directors shall be elected by and from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The same method above shall be employed for the election of the Vice Chairman. However, this restriction shall not apply if a board meeting is convened in accordance with Article 203 of the Company Act.
Article 18: The Chairman of the board of directors is internally the chairman of the shareholders' meeting and the board meeting. If the Chairman is absent or cannot perform his duty for any reasons, his responsibilities shall be undertaken by the Vice Chairman. If there is no Vice Chairman or the Vice Chairman is also absent or cannot perform his duty for any reasons, the Chairman shall appoint a director to act as his proxy. If the Chairman does not designate such a proxy, the directors shall elect a proxy by and from among themselves.
Article 19: The Company's directors may be paid remuneration and transportation allowances for performing their duties. The Board of Directors is authorized to determine the amount of their participation in the Company's operations and the value of their contributions, with reference to the usual industry standards.
The remunerations and transportation allowances of the above-mentioned directors are payable regardless of the profit or loss of the business.
The Company may purchase liability insurance for directors and managerial officers during their term of office in relation to their scope of business.
Article 20: The Company's notice of convening the board meeting may be in writing or by e-mail or fax. Except otherwise stated in the Company Act, board resolutions shall be made in a board meeting attended by a majority of all the directors and approved by a majority of the directors present.
When the board of directors meets, the directors shall attend in person. A director
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who is unable to attend for any reasons may issue a power of attorney listing the scope of authorization on the meeting issues, and entrust another director to attend as his proxy, but the proxy may accept the authorization of only one person. When a director has a personal interest in a motion of a meeting, in addition to recusing themselves, they should explain at the meeting the important content of their personal interest (and their reasons for recusal).
Article 20-1: If the businesses of the director or independent director of the Company or their related persons (and/or companies or institutions) include the Housing and Building Development and Rental, Industrial Factory Development and Rental, Development of Specific Zones, Investment, Development and Construction in Public Construction, Development of New Towns and Urban Areas, Process Zone Expropriation and Urban Land Readjustment Agency, Urban Renewal Reconstruction, Real Estate Business, Real Estate Leasing, Investment Consulting, Management Consulting, and the peripherals of the businesses above, the director or independent director should actively and fully explain and disclose the important content of their interests in the discussion and decision of the board meeting, avoid the discussion and voting on the proposal, and may not act as the proxy of other directors or independent directors when exercising their voting rights. If there is any evasion or violation, the director or independent director and their related persons (and/or companies or institutions) shall be liable to the Company for a predetermined compensation of three to five times the transaction amount of the proposed case.
Article 21: The execution of the company's business shall be decided by the board of directors, except for matters that are required by law or the articles of association to be resolved by the shareholders' meeting.
Chapter Five Managers
Article 22: The Company shall establish positions of managers, and the appointment, dismissal and remuneration shall comply with Article 29 of the Company Act.
The Company's managerial officers shall be responsible for the overall operation of the Company within the scope of their assigned authority and report to the Board of Directors in accordance with the policies of the Company and shall comply with the policies of the Board of Directors under the leadership of the Chairman.
Chapter Six Accounting
Article 23: The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. At the end of each fiscal year, the board of directors shall prepare the following statements and submit them to the general shareholders' meeting for recognition:
- Business Report
- Financial statements
- Earnings distribution or loss off-setting proposals
Article 24: If the company shows a profit in the annual settlement, the appropriation that should be made during the period shall not be less than 0.2% of the sum for employee remuneration, and no higher than 2% shall be made as the directors' remuneration.
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However, if the Company still has accumulated losses, an amount shall be reserved in advance to make up for the losses.
The employee remuneration referred to in the preceding paragraph shall have no less than 10% of the amount allocated as remuneration for entry-level employees.
Employee remuneration can be paid in the form of shares or cash, and the recipient may include those working at controlled or subordinate companies which meet certain criteria.
The distribution of employees' and directors' remuneration shall be made by a board of directors meeting attended by at least two-thirds of the directors and approved by more than half of the attending directors, and shall be reported to the shareholders' meeting.
In the year-end settlement of the Company, if there is a surplus, apart from paying the corporate income tax in accordance with the law and offsetting previous years' losses, 10% should be allocated as statutory reserves, and an equal amount should be set aside as special reserve deducted from the shareholders' equity for the current year. If there is still a surplus, the Board of Directors should propose a distribution resolution, which will be submitted to the shareholders' meeting for approval regarding the distribution or retention of the surplus. If the distribution is to be made through the issuance of new shares, it shall be subject to approval by the shareholders' meeting; if it is to be made in cash, it shall be subject to approval by the Board of Directors. Given the fluctuating nature of the industry environment, and considering the future diversified operational funding requirements and long-term financial planning of the Company, while also taking into account shareholder equity and other factors, the appropriation of cash dividend shall not be less than 10% of the total dividends.
For the distribution of dividends and bonuses, the Company may authorize the board of directors to make a special resolution to distribute all or part of the dividends and bonuses in cash, and report it to the shareholders' meeting.
Article 25: (Deleted).
Article 26: (Deleted).
Chapter Seven. Supplementary Provisions
Article 27: Matters not covered in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 28: The Articles of Incorporation was established on December 14, 1970.
The 1st amendment was made on July 15, 1971.
The 2nd amendment was made on July 1, 1972.
The 3rd amendment was made on October 10, 1972.
The 4th amendment was made on December 5, 1973.
The 5th amendment was made on August 17, 1977.
The 6th amendment was made on June 22, 1980.
The 7th amendment was made on February 1, 1982.
The 8th amendment was made on March 3, 1982.
The 9th amendment was made on January 3, 1985.
The 10th amendment was made on March 15, 1986.
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The 11th amendment was made on June 27, 1986.
The 12th amendment was made on April 2, 1987.
The 13th amendment was made on July 10, 1987.
The 14th amendment was made on April 11, 1988.
The 15th amendment was made on May 26, 1989.
The 16th amendment was made on May 30, 1990.
The 17th amendment was made on June 15, 1991.
The 18th amendment was made on June 30, 1996.
The 19th amendment was made on June 15, 2000.
The 20th amendment was made on October 19, 2000.
The 21th amendment was made on June 15, 2001.
The 22nd amendment was made on June 25, 2002.
The 23rd amendment was made on May 22, 2006.
The 24th amendment was made on August 29, 2008.
The 25th amendment was made on June 25, 2010.
The 26th amendment was made on June 27, 2012.
The 27th amendment was made on June 24, 2014.
The 28th amendment was made on June 23, 2016.
The 29th amendment was made on June 21, 2018.
The 30th amendment was made on June 21, 2019.
The 31st amendment was made on June 22, 2020.
The 32nd amendment was made on August 3, 2021.
The 33rd amendment was made on October 25, 2024
The 34th amendment was made on June 20, 2025.
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[Appendix 2]
Chung Fu Tex-International Corporation
Shareholder Meeting Rules of Procedures
Article 1: Unless otherwise provided by laws and regulations, the shareholders' meeting of the Company shall be handled in accordance with these Rules.
Article 2: The Company shall state in the meeting notice the time and place of the registration of shareholders and other matters that should be noted.
The time for the shareholder's registration referred to in the preceding paragraph shall be at least 30 minutes before the meeting; the registration office shall be clearly marked, and sufficient qualified personnel shall be sent to handle the registration.
At each shareholder's meeting, the shareholder may issue a power of attorney in the form printed by the Company to specify the scope of authorization, and sign or seal it and entrust an agent to attend.
Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholder meeting. In case of duplicate powers of attorney, the one received first shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement.
The shareholders themselves or their entrusted agents shall attend the shareholders' meeting based on the attendance card, sign-in card or other attendance certificates. The solicitors of the power of attorney for attending the meeting shall carry an identity certificate for verification.
The number of shares present shall be calculated according to the number of shares registered in the signature book or the sign-in cards submitted.
Article 3: When shareholders representing more than half of the total number of issued shares are present, the chairman shall call the meeting to order. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a meeting postponement, provided that the number of such postponement is no more than two, and the total time is no more than one hour. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act.
Prior to the conclusion of the meeting, if the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for voting at the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 4: Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors.
The Company shall, 30 days before the general shareholders' meeting and 15 days before the extraordinary shareholders' meeting, submit the notice of the shareholders' meeting, the form for the power of attorneys, and the subjects and details of matters for recognition, matters for discussion, election or dismissal of directors, etc., and generate an electronic file of the above and send it to the MOPS. At least 21 days before a general shareholders' meeting and 15 days before an extraordinary shareholders' meeting, an electronic copy of the meeting handbook and supplementary information shall be prepared and posted onto the MOPS. Copies of the shareholders' meeting procedure handbook and supplementary information shall be prepared at least 15 days before the meeting and made accessible to shareholders upon request. These documents must also be placed on the Company's premises and at the stock affairs agent, and distributed on-site during the shareholders' meeting.
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Article 5: 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 in the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The above rule also applies to shareholder meetings convened by any authorized party other than the board of directors. The chairman may not declare the meeting adjourned prior to completion of the meeting agenda (including extraordinary motions) of the preceding two paragraphs except by a resolution of the shareholders’ meeting.
After the meeting is adjourned, shareholders shall not elect another chairman to continue the meeting at the original address or another venue. However, if the chairman adjourns the meeting in violation of the rules of procedure, the attending shareholders representing more than half of the voting rights may elect a new chairman and continue the meeting.
Article 6: If the shareholders' meeting is convened by the board of directors, the Chairman shall serve as the chairman of the meeting. When the Chairman is on leave or unable to exercise his functions and powers for some reason, the Vice Chairman shall act as the deputy. If there is no Vice Chairman in place or the Vice Chairman is also on leave or unable to exercise his functions and powers for some reason, the Chairman shall appoint a managing director to act as the deputy. If there is no managing director in place, the Chairman shall appoint a director to act as the deputy. If the Chairman fails to appoint a deputy, the managing directors or directors shall elect one person among themselves to act as the deputy.
If the chairman of the preceding paragraph is deputized by a managing director or director, the person shall have served for more than six months and understands the Company's financial and business conditions. The same applies if the chairman is the representative of a corporate director.
If a shareholders’ meeting is convened by the board of directors, it is advisable that more than half of the directors be present.
If the shareholders' meeting is convened by a person with the power to convene other than the board of directors, the convener shall be the chairman of the meeting. If there are two or more conveners, one of them shall be elected to be the chairman.
The Company may appoint its designated lawyers, accountants or related personnel to attend the shareholders’ meeting as non-voting delegates.
Article 7: Before speaking, an attending shareholder shall specify on the speaker's slip their speech summary, shareholder account number (or attendance card number) and account name. The order in which shareholders speak shall be set by the chairman. An attending shareholder 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.
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 violations.
Article 8: Legal person that are entrusted to attend a shareholders’ meeting may only send one representative to attend.
Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.
Article 9: Each shareholder shall not make more than two statements for the same proposals without the chairman’s agreement, and each statement shall not exceed five minutes. If the shareholder’s speech violates the rules above or exceeds the scope of the agenda item, the chairman may terminate the shareholder’s speech. If the
27
shareholder does not stop, the chairman may command the picket (or security personnel) to escort the shareholder to leave the venue.
Article 10: After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.
Article 11: When the chairman is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, he may announce the discussion terminated and bring the matter to vote.
The persons who supervise and calculate the votes on proposals shall be appointed by the chairman, but the vote supervisor must have the status of shareholder.
The resolutions of the shareholders' meeting shall be recorded in the meeting minutes, signed or sealed by the chairman, and distributed to the shareholders within 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.
For the distribution of minutes referred to in the preceding paragraph, the Company may enter the minutes on the MOPS for public announcement.
The minutes shall be taken in the order of the date, place, name of the chairman, resolution method, essentials of the proceedings and voting results. The minutes shall be kept permanently during the existence of the Company.
The Company shall audio and video record the entire process of the shareholders' meeting, and keep the record for one year.
The recording above shall be kept for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 12: Other than the proposals listed on the agenda, any proposals or amendments or substitutions to the original proposals proposed by shareholders shall be seconded by other shareholders, and the equity represented by the proposer and the seconders shall reach 1% of the total issued ordinary shares.
Article 13: Unless otherwise provided by the Company Act or the Company's Articles of Association, a proposal shall be approved with the consent of more than half of the voting rights of the shareholders present. In the resolution process, if there is no objection after consultation by the chairman, the proposal shall be deemed as approved, and its validity shall be the same as that of voting.
The ballot counting process of voting or elections at the shareholders' meeting shall be conducted in a public place at the venue of the shareholders' meeting, and the voting results, including the number of voting rights, shall be announced on the spot after the completion of the ballot counting and recorded accordingly.
When there is an election of directors at the shareholders' meeting, it shall be handled in accordance with the relevant election rules prescribed by the Company, and the election results, including a list of elected directors and the number of voting rights they receive shall be announced on the spot.
All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 14: When there is an amendment or replacement of a proposal, the chairman shall determine the order of voting together with that of the original proposal. If one of the proposals is approved, the other proposals shall be deemed to be rejected and no more voting shall be needed.
Article 15: When a meeting is in progress, the chair may announce a break based on time considerations. In the event of a force majeure event, the chair may rule the meeting
28
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suspended and announce a time when, in view of the circumstances, the meeting will be resumed, or upon a resolution of the shareholders' meeting, it may be waived within 5 days without giving notice and announcement of a resumption of the meeting.
Article 16: The chairman may command the picket (or security personnel) to assist in maintaining the order of the meeting venue. When assisting in maintaining order, the picket (or security personnel) shall wear an armband or identification card with the word "picket".
Article 17: Any matter not stipulated in the Rules shall be handled in accordance with the Company Act, the Securities and Exchange Act, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, the Rules of Procedures for Shareholders' Meetings of Public Companies, the Articles of Association of the Company, and other relevant laws and regulations.
Article 18: The Rules shall come into force after being approved by the shareholders' meeting, and the same shall apply when they are amended.
Article 19: These Rules were established on April 2, 1987
The 1st amendment was made on June 12, 1997.
The 2nd amendment was made on June 25, 2002.
The 3rd amendment was made on June 24, 2011.
The 4th amendment was made on June 27, 2012.
The 5th amendment was made on June 26, 2013.
The 6th amendment was made on June 21, 2018.
The 7th amendment was made on October 25, 2024.
[Appendix 3]
Chung Fu Tex-International Corporation
All Directors' Shareholdings
| Job Title | Name | Shareholdings recorded in the shareholder register on the book-close date (April 20, 2026) | Shareholding ratio |
|---|---|---|---|
| Chairman | Lida Capital Co., Ltd. | ||
| Representative: Chien Chen | 88,000 | 0.06% | |
| Directors | Lida Capital Co., Ltd. | ||
| Representative: Jung-Mu Lu | |||
| Directors | Lida Capital Co., Ltd. | ||
| Representative: Pei-Shan Tsai | |||
| Independent director | Chin-Cheng Wu | 0 | 0% |
| Independent director | Jung-Chih Kao | 0 | 0% |
| Independent director | Wang, Wen-Yun | 0 | 0% |
| The shareholding of all directors is (Note 1) | 88,000 | 0.06% |
Note 1: The minimum required shareholding of all directors is 8,386,804 shares. Based on the information disclosed in the commercial registration of the Department of Commerce, Ministry of Economic Affairs, all directors held 88,000 shares as of April 20, 2026.
Note 2: The Company has set up an audit committee, so the statutory minimum shareholding of supervisors is not applicable.
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