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Chang Type — AGM Information 2026
May 18, 2026
51863_rns_2026-05-18_a1042063-fc46-4634-a45a-82c5483aa5c4.pdf
AGM Information
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Ticker Symbol : 1541
CHANG TYPE INDUSTRIAL CO., LTD.
Handbook for the 2025 Annual
Shareholders' Meeting
Date: Monday, 22 June 2026
Location: No. 155-1, Xinsheng N. Rd., Fengyuan Dist., Taichung City 420020, Taiwan (R.O.C.)
(5-village joint community center of Fengyuan Dist.)
Table of Contents
I Meeting Procedures for the 2026 Annual Shareholders’ Meeting ... 1
II Meeting Agenda for the 2026 Annual Shareholders’ Meeting ... 2
III Report Items ... 2
IV Proposed Resolutions ... 2
V Matters for Elections ... 4
VI Extempore Motions ... 4
VII Attachment ... 5
2025 Business Report ... 5
2025 Audit Committee's Audit Report ... 8
Independent Auditor’s Report ... 9
Articles of Incorporation of CHANG TYPE INDUSTRIAL CO., LTD. ... 28
Rules of Procedure for Shareholder Meetings ... 34
Rules for the Election of the Board of Directors ... 40
Shareholding of directors ... 42
1
CHANG TYPE INDUSTRIAL CO., LTD.
Meeting Procedures for the 2026 Annual Shareholders' Meeting
I. Calling of Meeting to Order
II. Chairman's Address
III. Report Items
IV. Proposed Resolutions
V. Matters for Elections
VI. Extempore Motions
VII. Adjournment
2
CHANG TYPE INDUSTRIAL CO., LTD.
Meeting Agenda for the 2026 Annual Shareholders' Meeting
Time: Monday, 22 June 2026, at 9:00 a.m.
Location: No. 155-1, Xinsheng N. Rd., Fengyuan Dist., Taichung City 420020, Taiwan (R.O.C.)
(5-village joint community center of Fengyuan Dist.)
Convening Way: Physical Shareholders' Meeting
I. Call the Meeting to Order
II. Chairman's Address
III. Report Items
(1) 2025 Business Report
(2) 2025 Audit Committee’s Review Report
(3) Report on the Distribution of Compensation for Employees and Remuneration for Directors in 2025
(4) Report on the Distribution of Cash Dividends from Earnings in 2025
IV. Proposed Resolutions
(1) 2025 Business Report and Financial Statements
(2) 2025 Earnings Distribution Case
V. Matters for Election
(1) Proposal for the By-election of One Independent Director
VI. Extempore Motions
VII. Adjournment
Report Items
I. 2025 Business Report
Explanatory Notes: Please refer to Attachment 1 for 2025 Business Report (p.5-7 of this handbook).
II. 2025 Audit Committee’s Review Report
Explanatory Notes: Please refer to Attachment 2 for Audit Committee’s Review Report (p.8 of this handbook).
III. Report on the Distribution of Compensation for Employees and Remuneration for Directors in 2025
Explanatory Notes: Following Article 30 of the Articles of Incorporation, the employees’ compensation and directors’ remuneration in 2025 are NT$5,859,070 and NT$4,687,256 respectively, both distributed in cash.
IV. Report on the Distribution of Cash Dividends from Earnings in 2025
Explanatory Notes: Given the uncertainties associated with tariffs, geopolitical conflicts, and fluctuations in the global economic and financial environment, the Company proposes to retain all earnings for fiscal year 2025 and not to declare any distribution.
Proposed Resolutions
Proposal 1 (Proposed by the Board of Directors)
Subject: Adoption of the Company’s 2025 Business Report and Financial Statements.
Explanatory Notes: (1) The Company's 2025 parent company only financial statements and consolidated financial statements were audited by independent auditors, Lo, Wen-Chen and Huang, Yu-Ting, of Ernst & Young with an unqualified audit report, along with the 2025 Business Report have been submitted to the Audit Committee for review and approval and a written auditor's report has been issued accordingly.
(2) For the Business Report, independent auditors' audit report, and the above-mentioned Financial Statements, please refer to Attachment 1 and 3 (p.5-7 and p.9-30 of this handbook.
(3) Please ratify the proposal.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Subject: Adoption of the Company's 2025 Earnings Distribution
Explanatory Notes: (1) The 2025 Earnings Distribution Statement is presented as follows:
CHANG TYPE INDUSTRIAL CO., LTD.
2025 Earnings Distribution Statement
Unit: NT $
| Item | Amount |
|---|---|
| Beginning retained earnings (31 December 2024) | $794,094,054 |
| Add: Net profit after tax of 2025 | 182,703,030 |
| (Loss) gain from remeasurements of defined benefit plan for 2025 | 1,271,511 |
| Subtotal | 978,068,595 |
| legal reserve | (18,397,454) |
| Ending retained earnings (31 December 2025) | 959,671,141 |
Chairman: 
General Manager:
Accounting Supervisor:
Remark:
- Due to uncertainties arising from tariffs, geopolitical conflicts, and changes in the global economic and financial environment, all of which may have an impact, the Company proposes to retain all earnings for the 2025 fiscal year and not distribute any profits.
- Actuarial gains or losses on defined benefit plans are recognized as retained earnings in the period when they occur.
- Following the FSC's letter No. 0950000507 issued on 27 January 2006, the special surplus reserves shall be appropriated and reversed to the "Net decrease in other equity" account.
(2) Please ratify the proposal.
Resolution:
Matters for Elections
Subject: Proposal for the By-election of One Independent Director. (Proposed by the Board of Directors) Explanatory Notes:
-
Mr. Liang Huo-Tsai, the Company’s incumbent Independent Director, has been dismissed due to his passing. In accordance with Article 18 of the Company’s Articles of Association and Article 4 of the Directions for the Establishment and Exercise of Powers by the Board of Directors of Listed Companies of the Taiwan Stock Exchange Corporation, it is proposed that one Independent Director be by-elected at this Annual General Shareholders’ Meeting. The term of office of the newly elected Independent Director shall commence from the date of election and continue until June 5, 2028, to complete the remaining term of the predecessor.
-
The Board of Directors hereby presents the list of director nominees and their relevant information as follows:
| No. | Title | Name | Account Number | Number of Shares Held | Education | Professional Experience | Current Position |
|---|---|---|---|---|---|---|---|
| 1 | Independent Director | WANG, C. HI-LIANG | Master of Business Administration(MBA), NTU | ||||
| Master of Science in Materials Science and Engineering, NTU | Secretary-General, APAAIC | ||||||
| Director and General Manager, GLENOVO INTERNATIONAL LTD. | Director and General Manager, GLENOVO INTERNATIONAL LTD. | ||||||
| Secretary-General, APAAIC |
-
This re-election shall be conducted in accordance with the amended “Rules for Election of Directors” of the Company. Please refer to Attachment 6 (Page 43 of this manual) for details.
-
Your participation in the election is respectfully requested.
Resolution:
Extempore Motions
Adjournment
Attachment
Attachment 1
CHANG TYPE INDUSTRIAL CO., LTD.
2025 Business Report
I. Consolidated Results of Operations for 2025
(I) Profitability Performance and Business Structure Transformation
In fiscal year 2025, the Company demonstrated strong operational resilience and turnaround capability:
- Core operations turned from loss to profit: Consolidated revenue for the year reached NTD 3.629 billion, representing an increase of approximately $21.4\%$ compared to the previous year. With stringent cost control (operating expenses decreased by approximately $13\%$ ), operating income turned from a slight loss in 2024 to a profit of NTD 239 million in 2025, demonstrating a significant improvement in the profitability of core operations.
- Profitability indicators: Net income after tax amounted to NTD 183 million. Benefiting from improved asset utilization efficiency, return on equity (ROE) reached $8.89\%$ , while return on assets (ROA) remained solid at $6.03\%$ .
| Unit:NTD Thousand | 2025 | 2024 | Change | % Change |
|---|---|---|---|---|
| Revenue | 3,629,327 | 2,988,448 | 640,878 | 21% |
| Gross Profit | 667,289 | 492,063 | 175,226 | 36% |
| Operating Expenses | -428,340 | -493,582 | 65,242 | -13% |
| Operating Income (Loss) | 238,949 | -1,519 | 240,468 | 15831% |
| Non-operating Income (Expenses) | -31,828 | 99,923 | -131,751 | -132% |
| Net Income | 182,708 | 83,704 | 99,004 | 118% |
| Earnings Per Share (NTD) | 2.32 | 1.06 | 1.26 | 119% |
(II) Operating Efficiency and Capital Management
The Company is committed to enhancing its operating cycle efficiency and maintaining sound liquidity management.
- Inventory de-stocking effectiveness: Inventory turnover increased from 2.75 to 4.81 times. Ending inventory decreased from NTD 692 million to NTD 540 million.
- Stable accounts receivable collection: Accounts receivable turnover improved from 2.49 to a healthy level of 3.18 times, ensuring that while revenue continued to grow, collection risks were effectively managed.
| Unit:NTD Hundred Million | 2025 | 2024 | Change | % Change |
|---|---|---|---|---|
6
| Accounts Receivable Turnover (times) | 3.18 | 2.49 | 0.69 | 28% |
|---|---|---|---|---|
| Accounts Receivable Collection Days | 114.61 | 146.00 | -31.39 | -22% |
| Inventory Turnover (times) | 4.77 | 2.75 | 2.02 | 74% |
| Inventory Days | 76.45 | 133.00 | -56.55 | -43% |
| Accounts Receivable | 12.26 | 10.50 | 1.76 | 17% |
| Inventory | 5.40 | 6.90 | -1.50 | -22% |
(III) Financial Structure Soundness
The Company has continued to reinforce its financial resilience to reduce the impact of external risk factors.
- Improvement in leverage ratio: As of the end of fiscal year 2025, total liabilities decreased from NTD 1.164 billion to NTD 1.065 billion, and the debt ratio declined from 36.9% in the previous year to 33.5%, indicating a more sound and stable financial structure.
- Steady growth in equity: Total shareholders' equity increased from NT$1.994 billion to NT$2.115 billion, demonstrating that the Company not only possesses strong profitability, but also continues to create long-term value for its shareholders.
| Unit:NTD Hundred Million | 2025 | 2024 | Change | % Change |
|---|---|---|---|---|
| Return on Assets (ROA) | 6.03% | 2.78% | 3.25% | 117% |
| Return on Equity (ROE) | 8.89% | 4.29% | 4.60% | 107% |
| Net Profit Margin | 5.03% | 2.80% | 2.23% | 80% |
| Debt Ratio | 33.53% | 36.86% | -3.33% | -9% |
| Total Assets | 31.80 | 31.60 | 0.20 | 1% |
| Total Liabilities | 10.70 | 11.60 | -0.90 | -8% |
| Shareholders' Equity | 21.10 | 19.90 | 1.20 | 6% |
7
II. Business Plan Summary for 2026
Looking ahead to fiscal year 2026, the Company will focus on three key strategic pillars: product innovation, quality enhancement, and organizational optimization.
- Product Innovation:
- AI-driven digital transformation applications: Integrating hardware and software solutions to enhance customers’ production efficiency.
-
Green product development: In response to global carbon reduction trends, the Company will develop high-efficiency and low-energy-consumption electrical control systems and energy-saving motors, while shortening product development cycles (time to market).
-
Quality Enhancement:
- Standardization of process precision: Ensuring that equipment maintains excellent stability and accuracy under long-term high-load operation.
-
International certification and compliance: Continuously enhancing products to comply with the latest EU CE and North American UL safety and environmental regulations, thereby strengthening the brand reputation of “Made in Taiwan, Global Quality.”
-
Organizational Optimization:
- Talent development: Building a talent pipeline through the Management Associate (MA) program to strengthen human capital and improve organizational efficiency.
- Digital decision-making system: Upgrading enterprise systems and big data analytics tools to further enhance management’s responsiveness to market fluctuations and decision-making efficiency.
Behind every set of financial figures lies the Company’s commitment to technological excellence and its responsibility to shareholders. We sincerely thank all shareholders for your long-standing trust and support. The growth achieved in fiscal year 2025 marks only the beginning. In fiscal year 2026, we will continue to uphold a prudent and innovative approach to create sustainable and long-term investment value for our shareholders.
Wishing all of our esteemed shareholders all the best.
CHANG TYPE INDUSTRIAL CO., LTD.
Chairman: CHANG, CHIN-CHIN
President: CHANG, CHIN-CHIN
Accounting Supervisor: LIN,MEI-CHUN
Attachment 2
CHANG TYPE INDUSTRIAL CO., LTD.
2025 Audit Committee's Audit Report
The Board of Directors has prepared the Company's 2025 Consolidated Financial Statements and Parent Company Only Financial Statements, which have been audited by CPAs Lo, Wen-Chen and Huang, Yu-Ting of Ernst & Young Taiwan with an unqualified report. The Financial Statements together with the Business Report and Proposal for Distribution of Earnings have been reviewed and determined to be correct and accurate by the Audit Committee. According to the relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for your review.
For the 2026 Annual Shareholder meeting
CHANG TYPE INDUSTRIAL CO., LTD.
Convener of Audit Committee: WANG, MING-JHIH
4 March 2026
8
Attachment 3
Independent Auditor's Report
Independent Auditors' Report Translated From Chinese
To Chang Type Industrial Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Chang Type Industrial Co., Ltd. (the "Company") as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including the summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of 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 the 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 Parent Company Only 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 (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on the audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 the parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
10
Inventory valuation
As of December 31, 2025, the net inventories amounted to NT$363,958 thousand, accounting for 12% of the total assets. Because the amount was material to the Company’s financial statements, the sales were affected by the uncertainty due to market demand, and the valuation policy of the inventories involved a high level of management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: performing simple test to assess the effectiveness of inventory internal control established by management; understanding the accounting policy around obsolete and slow-moving inventories; selecting important storage locations to observe inventory counts; sampling and testing the accuracy of inventory aging intervals to verify whether the aging reports were reasonable; in addition, in order to evaluate the reasonableness of inventories valuation, we also obtained inventory movement report, sampled and tested related certificates of purchases and sales, and verified the unit cost of inventories to access the net realizable value of inventories. We also assessed the adequacy of the disclosures related to inventories in Notes 5 and 6.
Provision for warranties
As of December 31, 2025, the provision for warranties amounted to NT$13,487 thousand. The management determined the estimate of the provision for warranties by the past experience of repairing consumers’ defective products. Because the estimates involved significant management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: understanding the internal control of provision for warranties established by management; evaluating the reasonableness of accounting policy around provision for warranties and the accuracy of recalculating provision for warranties according to the accounting policy; analyzing the reasonableness of provision for warranties by comparing the amounts year over year. In addition, we obtained details of provision for warranties of the subsequent period to check the actual amounts or reversal of the provision for warranties of the subsequent period. We also assessed the adequacy of disclosures related to provision for warranties in Notes 5 and 6.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the 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 the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 parent company only 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:
-
Identify and assess the risks of material misstatement of the parent company only 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 the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only 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.
-
Evaluate the overall presentation, structure, and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
11
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only 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 2025 the parent company only financial statements 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.
/s/Lo,Wen-Chen
/s/Huang,Yu-Ting
Ernst & Young, Taiwan
March 4, 2026
Notice to Readers:
The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation
12
English Translation of Company Only Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of | |
|---|---|---|---|
| Dec 31, 2025 | Dec 31, 2024 | ||
| Current assets | |||
| Cash and cash equivalents | 4, 6(1) | $128,489 | $8,098 |
| Accounts receivable - net | 4, 6(2), 6(12) | 1,202,187 | 747,210 |
| Accounts receivable - related parties, net | 4, 6(2), 6(12),7 | - | 103,002 |
| Other receivables | 4, 7 | 23,626 | 82,720 |
| Current tax assets | 4 | 1,885 | 1,915 |
| Inventories, net | 4, 6(3) | 363,958 | 432,866 |
| Prepayment | 4 | 11,908 | 18,384 |
| Other current assets | 3,858 | 10,731 | |
| Total current assets | 1,735,911 | 1,404,926 | |
| Non-current assets | |||
| Investments accounted for using the equity method | 4, 6(4) | 362,477 | 560,186 |
| Property, plant and equipment | 4, 6(5), 8 | 428,298 | 456,478 |
| Right-of-use assets | 4, 6(13) | 485,819 | 492,064 |
| Intangible assets | 4 | 3,017 | 12,224 |
| Deferred tax assets | 4, 6(17) | 22,235 | 28,593 |
| Other non-current assets | 4, 6(8),8 | 49,982 | 52,015 |
| Total non-current assets | 1,351,828 | 1,601,560 | |
| Total assets | $3,087,739 | $3,006,486 |
(The accompanying notes are an integral part of the parent company only financial statements)
13
English Translation of Company Only Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS(Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | As of | |
|---|---|---|---|
| Dec 31, 2025 | Dec 31, 2024 | ||
| Current liabilities | |||
| Short-term loans | 4, 6(6) | $ - | $16,000 |
| Contract liabilities, current | 4, 6(11) | 236 | 238 |
| Notes payable | 159,501 | 184,766 | |
| Accounts payable | 267,909 | 278,446 | |
| Other payables | 6(7) | 91,906 | 108,719 |
| Current tax liabilities | 4 | 39,180 | 2,701 |
| Provisions, current | 4, 6(9) | 11,663 | 11,012 |
| Current lease liabilities | 4, 6(13) | 10,822 | 79,652 |
| Other current liabilities | 3,161 | 2,522 | |
| Total current liabilities | 584,378 | 684,056 | |
| Non-current liabilities | |||
| Provision, non-current | 4, 5, 6(9) | 19,357 | 22,228 |
| Deferred tax liabilities | 4, 6(17) | 53,875 | 68,010 |
| Lease liabilities, non-current | 4, 6(13) | 315,579 | 238,563 |
| Other non-current liabilities | 30 | 30 | |
| Total non-current liabilities | 388,841 | 328,831 | |
| Total liabilities | 973,219 | 1,012,887 | |
| Equity attributable to the parent company | 4, 6(10) | ||
| Capital | |||
| Common stock | 788,000 | 788,000 | |
| Capital surplus | |||
| Additional paid-in capital | 1,364 | 1,364 | |
| Retained earnings | |||
| Legal reserve | 344,055 | 335,495 | |
| Special reserve | - | 9,531 | |
| Unappropriated retained earnings | 978,068 | 832,523 | |
| Total retained earnings | 1,322,123 | 1,177,549 | |
| Other interest equity | |||
| Exchange differences on translation of foreign operations | 3,033 | 26,686 | |
| Total equity | 2,114,520 | 1,993,599 | |
| Total liabilities and equity | $3,087,739 | $3,006,486 |
(The accompanying notes are an integral part of the parent company only financial statements)
English Translation of Company Only Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the Years Ended December 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Operating revenues | 4, 6(11), 7 | $3,413,917 | $2,345,995 |
| Operating costs | 6(3), 6(14) | (2,886,651) | (2,026,154) |
| Gross profit | 527,266 | 319,841 | |
| Unrealized loss from sales | (2,993) | (35,025) | |
| Net gross profit | 524,273 | 284,816 | |
| Operating expenses | 6(14) | ||
| Sales and marketing | (65,300) | (66,760) | |
| General and administrative | (122,927) | (138,459) | |
| Research and development | (21,552) | (27,846) | |
| Total operating expenses | (209,779) | (233,065) | |
| Operating income | 314,494 | 51,751 | |
| Non-operating income and expenses | |||
| Other revenue | 6(15) | 23,456 | 28,019 |
| Other gains and losses | 6(15) | (44,332) | 75,625 |
| Financial costs | 6(15) | (8,442) | (15,420) |
| Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method | 6(4) | (61,240) | (25,505) |
| Total non-operating income and expenses | (90,558) | 62,719 | |
| Income before income tax | 223,936 | 114,470 | |
| Income tax expense | 4, 6(17) | (41,233) | (30,766) |
| Net income | 182,703 | 83,704 | |
| Other comprehensive income (loss) | 6(16) | ||
| Items that may not to be reclassified subsequently to profit or loss | |||
| Remeasurements of defined benefit plans | 6(8) | 1,589 | 2,370 |
| Income tax related to items that may not to be reclassified subsequently | 6(17) | (318) | (474) |
| Items that may be reclassified subsequently to profit or loss | |||
| Exchange differences on translation of foreign operation | 6(4) | (23,653) | 36,217 |
| Total other comprehensive (loss)income, net of tax | (22,382) | 38,113 | |
| Total comprehensive income | $160,321 | $121,817 | |
| Earnings per share (NTD) | 4, 6(18) | ||
| Earnings per share-basic | $2.32 | $1.06 | |
| Earnings per share-diluted | $2.31 | $1.06 |
(The accompanying notes are an integral part of the parent company only financial statements)
English Translation of Company Only Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Item | Common Stock | Additional Paid-in Capital | Retained Earnings | Other interest equity | |||
|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of Foreign Operations | Total equity | |||
| Balance as of January 1, 2024 | $788,000 | $1,364 | $324,128 | $9,918 | $797,303 | $(9,531) | $1,911,182 |
| Appropriations of earnings, 2023: | |||||||
| Legal reserve | 11,367 | (11,367) | - | ||||
| Cash dividend | (39,400) | (39,400) | |||||
| Reversal of special reserve | (387) | 387 | - | ||||
| Net income in 2024 | 83,704 | 83,704 | |||||
| Other comprehensive income, net of tax in 2024 | 1,896 | 36,217 | 38,113 | ||||
| Total comprehensive income | - | - | - | - | 85,600 | 36,217 | 121,817 |
| Balance as of December 31, 2024 | $788,000 | $1,364 | $335,495 | $9,531 | $832,523 | $26,686 | $1,993,599 |
| Balance as of January 1, 2025 | $788,000 | $1,364 | $335,495 | $9,531 | $832,523 | $26,686 | $1,993,599 |
| Appropriations of earnings, 2024: | |||||||
| Legal reserve | 8,560 | (8,560) | - | ||||
| Cash dividends | (39,400) | (39,400) | |||||
| Reversal of special reserve | (9,531) | 9,531 | - | ||||
| Net income in 2025 | 182,703 | 182,703 | |||||
| Other comprehensive income (loss), net of tax in 2025 | 1271 | (23,653) | (22,382) | ||||
| Total comprehensive income (loss) | - | - | - | - | 183,974 | (23,653) | 160,321 |
| Balance as of December 31, 2025 | $788,000 | $1,364 | $344,055 | $ - | $978,068 | $3,033 | $2,114,520 |
(The accompanying notes are an integral part of the parent company only financial statements)
English Translation of Company Only Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Net income before tax | $223,936 | $114,470 |
| Adjustments: | ||
| Profit or loss not affecting cash flows: | ||
| Depreciation | 57,066 | 63,382 |
| Amortization | 12,690 | 13,471 |
| Interest expense | 8,442 | 15,420 |
| Interest income | (459) | (433) |
| Share of loss of subsidiaries, associates and joint ventures accounted for using equity method | 61,240 | 25,505 |
| Loss on disposal of property and equipment | - | 66 |
| Reversal and provision allowance for inventory valuation and obsolescence loss | (2,000) | 28,500 |
| Unrealized intercompany loss | 2,993 | 35,025 |
| Changes in operating assets and liabilities: | ||
| (Increase) decrease in accounts receivable | (454,977) | 478,935 |
| Decrease in accounts receivable - related parties | 103,002 | 34,012 |
| Decrease in other receivables | 58,993 | 193,852 |
| Decrease (increase) in inventories, net | 70,908 | (33,499) |
| Decrease in prepayments | 8,065 | 1,390 |
| Decrease (increase) in other current assets | 6,873 | (7,362) |
| Increase in other non-current assets | (6,119) | (3,379) |
| Decrease in contract liabilities | (2) | - |
| Decrease in notes payable | (24,166) | (96,131) |
| Decrease in accounts payable | (10,537) | (55,061) |
| Decrease in other payables | (19,181) | (36,356) |
| Decrease in provisions | (2,220) | (11,666) |
| Increase (decrease) in other current liabilities | 639 | (3,950) |
| Cash generated from operations | 95,186 | 756,191 |
| Interest received | 560 | 281 |
| Interest paid | (1,338) | (4,131) |
| Income tax paid | (12,819) | (70,607) |
| Net cash generated from operating activities | 81,589 | 681,734 |
| Cash flows from investing activities: | ||
| Refund of invested company accounted for using the equity method | 109,823 | - |
| Acquisition of property, plant and equipment | (3,297) | (8,500) |
| Decrease refundable deposits | 334 | 665 |
| Acquisition of intangible assets | (887) | (239) |
| Increase in prepayment for equipment | (700) | (3,969) |
| Net cash generated from (used in) investing activities | 105,273 | (12,043) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 770,000 | 2,162,750 |
| Decrease in short-term loans | (786,000) | (2,716,450) |
| Increase in short-term bills payable | 767,000 | 32,000 |
| Decrease in short-term bills payable | (767,000) | (32,000) |
| Cash payments for the principal portion of lease liabilities | (11,071) | (84,805) |
| Cash dividend | (39,400) | (39,400) |
| Net cash used in financing activities | (66,471) | (677,905) |
| Net increase (decrease) in cash and cash equivalents | 120,391 | (8,214) |
| Cash and cash equivalents at beginning of period | 8,098 | 16,312 |
| Cash and cash equivalents at end of period | $128,489 | $8,098 |
(The accompanying notes are an integral part of the parent company only financial statements)
Independent Auditors' Report Translated from Chinese
To Chang Type Industrial Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Chang Type Industrial Co., Ltd. (the "Company") and its subsidiary as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiary as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by 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 the 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 Company and its subsidiary in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on the audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
18
19
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. 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.
Inventory valuation
As of December 31, 2025, the net inventories amounted to NT$540,121 thousand, accounting for 17% of the consolidated total assets. Because the amount was material to the Company and its subsidiary's financial statements, the sales were affected by the uncertainty due to market demand, and the valuation policy of the inventories involved a high level of management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: performing simple test to assess the effectiveness of inventory internal control established by management; understanding the accounting policy around obsolete and slow-moving inventories; selecting important storage locations to observe inventory counts; sampling and testing the accuracy of inventory aging intervals to verify whether the aging reports were reasonable; in addition, in order to evaluate the reasonableness of inventories valuation, we also obtained inventory movement report, sampled and tested related certificates of purchases and sales, and verified the unit cost of inventories to access the net realizable value of inventories. We also assessed the adequacy of the disclosures related to inventories in Notes 5 and 6.
Provision for warranties
As of December 31, 2025, the provision for warranties amounted to NT$43,092 thousand. The management determined the estimate of the provision for warranties by the past experience of repairing consumers' defective products. Because the estimates involved significant management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: understanding the internal control of provision for warranties established by management; evaluating the reasonableness of accounting policy around provision for warranties and the accuracy of recalculating provision for warranties according to the accounting policy; analyzing the reasonableness of provision for warranties by comparing the amounts year over year. In addition, we obtained details of provision for warranties of the subsequent period to check the actual amounts or reversal of the provision for warranties of the subsequent period. We also assessed the adequacy of disclosures related to provision for warranties in Notes 5 and 6.
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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 the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Company and its subsidiary, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiary or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiary.
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 auditors' 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:
- 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.
-
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 the Company and its subsidiary.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 to continue as a going concern of the Company and its subsidiary. 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 Company and its subsidiary to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiary 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 2025 consolidated financial statements 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.
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Other
We have audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
/s/Lo,Wen-Chen
/s/Huang,Yu-Ting
Ernst & Young, Taiwan
March 4, 2026
Notice to Readers:
The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation
English Translation of Consolidated Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of | |
|---|---|---|---|
| Dec 31, 2025 | Dec 31, 2024 | ||
| Current assets | |||
| Cash and cash equivalents | 4, 6(1) | $148,091 | $49,134 |
| Accounts receivable - net | 4, 6(2), 6(11) | 1,225,581 | 1,053,543 |
| Other receivables | 4 | 23,626 | 14,630 |
| Current tax assets | 4 | 1,885 | 5,193 |
| Inventories, net | 4, 6(3) | 540,121 | 691,632 |
| Prepayment | 4 | 18,074 | 21,274 |
| Other current assets | 3,858 | 10,731 | |
| Total current assets | 1,961,236 | 1,846,137 | |
| Non-current assets | |||
| Property, plant and equipment | 4, 6(4), 8 | 556,974 | 595,444 |
| Right-of-use assets | 4, 6(12) | 523,209 | 573,903 |
| Intangible assets | 4 | 3,017 | 12,224 |
| Deferred tax assets | 4, 6(16) | 68,393 | 57,726 |
| Other non-current assets | 4, 6(7),8 | 68,211 | 72,165 |
| Total non-current assets | 1,219,804 | 1,311,462 | |
| Total assets | $3,181,040 | $3,157,599 |
(The accompanying notes are an integral part of the consolidated financial statements)
23
English Translation of Consolidated Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY(Continued)
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | As of | |
|---|---|---|---|
| Dec 31, 2025 | Dec 31, 2024 | ||
| Current liabilities | |||
| Short-term loans | 4, 6(5) | $ - | $16,000 |
| Contract liabilities, current | 4, 6(10) | 323 | 329 |
| Notes payable | 159,501 | 184,766 | |
| Accounts payable | 267,909 | 278,446 | |
| Other payables | 6(6) | 98,934 | 126,859 |
| Current tax liabilities | 4 | 39,182 | 2,701 |
| Provisions, current | 4, 6(8) | 21,531 | 21,043 |
| Lease liabilities, current | 4, 6(12) | 53,177 | 128,832 |
| Other current liabilities | 837 | 2,522 | |
| Total current liabilities | 641,394 | 761,498 | |
| Non-current liabilities | |||
| Provision, non-current | 4, 5, 6(8) | 39,094 | 42,290 |
| Deferred tax liabilities | 4, 6(16) | 70,423 | 83,808 |
| Lease liabilities, non-current | 4, 6(12) | 315,579 | 276,374 |
| Other non-current liabilities | 30 | 30 | |
| Total non-current liabilities | 425,126 | 402,502 | |
| Total liabilities | 1,066,520 | 1,164,000 | |
| Equity attributable to the parent company | 4, 6(9) | ||
| Capital | |||
| Common stock | 788,000 | 788,000 | |
| Capital surplus | |||
| Additional paid-in capital | 1,364 | 1,364 | |
| Retained earnings | |||
| Legal reserve | 344,055 | 335,495 | |
| Special reserve | - | 9,531 | |
| Retained earnings | 978,068 | 832,523 | |
| Total retained earnings | 1,322,123 | 1,177,549 | |
| Other interest equity | |||
| Exchange differences on translation of foreign operations | 3,033 | 26,686 | |
| Total equity | 2,114,520 | 1,993,599 | |
| Total liabilities and equity | $3,181,040 | $3,157,599 |
(The accompanying notes are an integral part of the consolidated financial statements)
24
English Translation of Consolidated Financial Statements Originally Issued in Chinese
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the Years Ended December 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Operating revenues | 4,6(10),7 | $3,629,326 | $2,988,448 |
| Operating costs | 6(3),6(13) | (2,962,037) | (2,496,385) |
| Gross profit | 667,289 | 492,063 | |
| Operating expenses | 6(13) | ||
| Sales and marketing | (235,771) | (267,719) | |
| General and administrative | (157,758) | (177,464) | |
| Research and development | (21,552) | (27,846) | |
| Expected credit losses | 6(11) | (13,259) | (20,553) |
| Total operating expenses | (428,340) | (493,582) | |
| Operating income | 238,949 | (1,519) | |
| Non-operating income and expenses | |||
| Other revenue | 6(14) | 23,456 | 28,325 |
| Other gains and losses | 6(14) | (44,531) | 90,773 |
| Financial costs | 6(14) | (10,633) | (19,175) |
| Total non-operating income and expenses | (31,708) | 99,923 | |
| Income before income tax | 207,241 | 98,404 | |
| Income tax expense | 4,6(16) | (24,538) | (14,700) |
| Net income | 182,703 | 83,704 | |
| Other comprehensive income (loss) | |||
| Items that may not to be reclassified subsequently to profit or loss | |||
| Remeasurements of defined benefit plans | 6(7),6(15) | 1,589 | 2,370 |
| Income tax related to items that may not to be reclassified subsequently | 6(15),6(16) | (318) | (474) |
| Items that may be reclassified subsequently to profit or loss | |||
| Exchange differences on translation of foreign operation | 6(15) | (23,653) | 36,217 |
| Total other comprehensive (loss) income, net of tax | (22,382) | 38,113 | |
| Total comprehensive income | $160,321 | $121,817 | |
| Net income attributable to: | |||
| Shareholders of the parent | $182,703 | $83,704 | |
| Non-controlling interests | - | - | |
| $182,703 | $83,704 | ||
| Comprehensive income attributable to: | |||
| Shareholders of the parent | $160,321 | $121,817 | |
| Non-controlling interest | - | - | |
| $160,321 | $121,817 | ||
| Earnings per share (NTD) | 4,6(17) | ||
| Earnings per share-basic | $2.32 | $1.06 | |
| Earnings per share-diluted | $2.31 | $1.06 |
(The accompanying notes are an integral part of the consolidated financial statements)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Item | Equity attributable to owners of the parent | Total equity | |||||
|---|---|---|---|---|---|---|---|
| Capital | Retained Earnings | Other interest equity | |||||
| Common Stock | Additional Paid-in Capital | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of Foreign Operations | ||
| Balance as of January 1, 2024 | $788,000 | $1,364 | $324,128 | $9,918 | $797,303 | $(9,531) | $1,911,182 |
| Appropriations of earnings, 2023: | |||||||
| Legal reserve | 11,367 | (11,367) | - | ||||
| Cash dividend | (39,400) | (39,400) | |||||
| Special reserve | (387) | 387 | - | ||||
| Net income in 2024 | 83,704 | 83,704 | |||||
| Other comprehensive income, net of tax in 2024 | 1,896 | 36,217 | 38,113 | ||||
| Total comprehensive income | - | - | - | - | 85,600 | 36,217 | 121,817 |
| Balance as of December 31, 2024 | $788,000 | $1,364 | $335,495 | $9,531 | $832,523 | $26,686 | $1,993,599 |
| Balance as of January 1, 2025 | $788,000 | $1,364 | $335,495 | $9,531 | $832,523 | $26,686 | $1,993,599 |
| Appropriations of earnings, 2024: | |||||||
| Legal reserve | 8,560 | (8,560) | - | ||||
| Cash dividends | (39,400) | (39,400) | |||||
| Special reserve | (9,531) | 9,531 | - | ||||
| Net income in 2025 | 182,703 | 182,703 | |||||
| Other comprehensive income(loss), net of tax in 2025 | 1,271 | (23,653) | (22,382) | ||||
| Total comprehensive income(loss) | - | - | - | - | 183,974 | (23,653) | 160,321 |
| Balance as of December 31, 2025 | $788,000 | $1,364 | $344,055 | $ - | $978,068 | $3,033 | $2,114,520 |
(The accompanying notes are an integral part of the consolidated financial statements)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Net income before tax | $207,241 | $98,404 |
| Adjustments: | ||
| Depreciation | 102,258 | 108,651 |
| Amortization | 12,690 | 13,471 |
| Expected credit losses | 13,259 | 20,553 |
| Interest expense | 10,633 | 19,175 |
| Interest income | (459) | (433) |
| Gain on disposal of property, plant and equipment | - | (1,456) |
| (Gain) loss on decline in value and obsolescence of inventories | (5,760) | 47,957 |
| Changes in operating assets and liabilities: | ||
| (Increase) decrease in accounts receivable | (184,331) | 267,181 |
| (Increase) decrease in other receivables | (9,097) | 3,723 |
| Decrease in inventories, net | 159,159 | 385,595 |
| Decrease in prepayments | 4,789 | 785 |
| Decrease (increase) in other current assets | 6,873 | (7,362) |
| Increase in other non-current assets | (4,883) | (2,561) |
| (Decrease) increase in contract liabilities | (6) | 6 |
| Decrease in notes payable | (24,166) | (96,131) |
| Decrease in accounts payable | (10,537) | (55,061) |
| Decrease in other payables | (30,293) | (47,212) |
| Decrease in provisions | (2,708) | (3,837) |
| Decrease in other current liabilities | (1,685) | (3,950) |
| Cash generated from operations | 242,977 | 747,498 |
| Interest received | 560 | 281 |
| Interest paid | (1,338) | (4,168) |
| Income tax paid | (9,651) | (70,900) |
| Net cash generated from operating activities | 232,548 | 672,711 |
| Cash flows from investing activities: | ||
| Acquisition of property, plant and equipment | (3,297) | (8,500) |
| Disposal of property, plant and equipment | - | 1,522 |
| Decrease (increase) refundable deposits | 1,019 | (370) |
| Acquisition of intangible assets | (887) | (239) |
| Increase in prepayment for equipment | (700) | (3,969) |
| Net cash used in investing activities | (3,865) | (11,556) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 770,000 | 2,162,750 |
| Decrease in short-term loans | (786,000) | (2,716,450) |
| Increase in short-term bills payable | 767,000 | 32,000 |
| Decrease in short-term bills payable | (767,000) | (32,000) |
| Cash payments for the principal portion of lease liabilities | (53,975) | (131,710) |
| Cash dividend | (39,400) | (39,400) |
| Net cash used in financing activities | (109,375) | (724,810) |
| Effect of exchange rate changes on cash and cash equivalents | (20,351) | 30,229 |
| Net increase (decrease) in cash and cash equivalents | 98,957 | (33,426) |
| Cash and cash equivalents at beginning of period | 49,134 | 82,560 |
| Cash and cash equivalents at end of period | $148,091 | $49,134 |
(The accompanying notes are an integral part of the consolidated financial statements)
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Attachment 4
Articles of Incorporation of CHANG TYPE INDUSTRIAL CO., LTD.
Chapter 1 General Provisions
Article 1: The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be CHANG TYPE INDUSTRIAL CO., LTD.
Article 2: The Company's business scope includes:
- Manufacturing and trading of hand tools, electrical machinery, motors, power tools, automated control systems, computer machinery, and electric testing instruments. (Excluding measuring devices)
- Design, manufacturing, and trading of various types of molds and fixtures.
- Manufacturing, processing, and trading of woodworking machinery, machinery, and hardware components.
- F401010 International Trade.
- CD01030 Motor Vehicles and Parts Manufacturing.
- F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
- CB01010 Mechanical Equipment Manufacturing.
- F113010 Wholesale of Machinery.
- CB01990 Other Machinery Manufacturing (Horticultural Machinery Parts).
- Import and export trading business related to the raw materials of the aforementioned products.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company shall have its head office in Taichung City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.
Article 4: Public announcements of the Company shall be made according to Article 28 of the Company Act.
Article 4-1: The total amount of investments may exceed forty percent of the amount of the paid-in capital and the board of directors is authorized to execute such investments.
Article 4-2: The Company may make endorsements/guarantees for others and the operation shall comply with the operational procedures for endorsements/guarantees established by the company.
Chapter 2 Capital Stock
Article 5: The total capital stock of the company shall be in the amount of NT$ 1.18 billion, divided into 118 million shares, at NT$ 10 each, to be issued in installment. The issuance of unissued shares shall be determined by the Board of Directors based on actual circumstances.
Article 5-1: An issuer is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares in buyback for transferring shares to its employees at a price lower than the actual repurchase average price or issuance of employee stock warrants at a price lower than the market price on the issuance date.
Article 6: The Company's share certificate shall be affixed with the signatures or personal seals of the director representing the company and shall be duly certified or authenticated by competent authority under the laws before issuance thereof.
The Company may be exempted from printing any share certificate for the shares issued and shall register the issued shares with a centralized securities depository enterprise and follow the regulations of that enterprise.
Article 7: Except as otherwise provided by laws and regulations governing securities, the handling of the company's stock affairs shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
Article 8: (Deleted)
Article 9: (Deleted)
Article 10: (Deleted)
Article 11: The share transfer registration shall be suspended within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders' Meeting
Article 12: Shareholders' meeting shall be of two kinds which are regular meeting of shareholders and special meeting of shareholders. Regular meeting of shareholders shall be held at least once every year and shall be convened within six months after close of each fiscal year. 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. Special meeting of shareholders shall be held when necessary and a notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date.
The notice of the shareholders’ meeting may be given by means of electronic transmission, after obtaining a prior consent from the recipient(s). The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement.
Article 13: A shareholder may, in accordance with the Company Act and the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney if the shareholder is unable to do so in person for any cause.
Article 14: The shareholders’ meeting shall be convened by the board of directors, with the chairman of the board serving as the chairperson of the meeting, except as otherwise provided in the Company Act. In case the chairman of the board of directors is absent, the chairman of the board of directors shall designate one of the directors. In the absence of such a designation, the directors shall elect from among themselves an acting chairperson of the board of directors.
If the shareholders' meeting is convened by any other person than the board of directors, the election of chairperson of the meeting shall be handled in accordance with Article 182-1 of the Company Acr.
Article 15: Except for those that are restricted or in the circumstances otherwise provided for in paragraph 2 of Article 179 of the Company Act shall have no voting power, the shareholders of the company shall have one voting power in respect of each share in his/her/its possession.
Article 16: Resolutions at a shareholders' meeting shall, unless otherwise provided for by the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 17: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting and
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shall be handled in accordance with Article 183 of the Company Act.
Chapter 4 Directors and Supervisors
Article 18: The Company shall have 5 to 9 directors with the term of three years. A candidates nomination system is adopted for election of the directors of the company. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The percentage of shareholdings of all the directors is subject to the provisions separately prescribed by the competent authorities of securities affairs.
In accordance with Article 14-2 of the Securities and Exchange Act, the number of independent directors shall not be shall not be less than two and shall not be less than one-fifth of the total number of directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the Securities and Exchange Act and relevant laws and regulations.
The Company shall enroll the directors in liability insurance with respect to liabilities or claims for damages, resulting from exercising their duties during their terms of office.
The Company may establish an audit committee in lieu of a supervisor in accordance with Article 14-4 of the Securities and Exchange Act. In case a supervisor is appointed, he/she shall, ipso facto, be discharged from the office of supervisor and the provisions relating to the supervisor in this charter shall become invalid.
Article 18-1: (Deleted)
Article 19: When the number of vacancies in the board of directors of a company equals to one third of the total number of directors or when all independent directors have been dismissed, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies for the remaining term of directorship. When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under this charter, a by-election for independent director shall be held at the next following shareholders meeting. The term of office for an independent director elected to fill a vacancy shall be limited to the remaining term of the original independent director.
In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors shall be discharged ipso facto from such expiration date.
Article 20: (Deleted)
Article 21: The directors shall organize the board of directors. The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors to execute all matters of the Company in accordance with applicable laws and regulations, the Articles of Incorporation, and resolutions of the shareholders' meeting and the board of directors.
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Article 22: The operational guidelines and other important matters of the company shall be determined by the board of directors. Except for the first meeting of each term of the board of directors shall be convened in accordance with Article 203 of the Company Act, the meetings of the board of directors shall be convened by the chairman of the board of directors. In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors. In the absence of such a designation, the directors shall elect from among themselves an acting chairperson of the board of directors.
In calling a meeting of the board of directors, a notice shall be given to each director no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the board of directors may be convened at any time.
The notice in the preceding paragraph may be effected in writing, e-mail or fax.
Article 23: Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy referred of one other director only.
In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Resolutions adopted at a board meeting shall be recorded in the minutes of the meeting and handled in accordance with the Rules of Procedure for Board of Directors Meetings established by the company.
Article 24: (Deleted)
Article 25: (Deleted)
Article 25-1: The remuneration and travel allowance of chairman and directors shall be determined by the board of directors based on the level of involvement and contribution to the operations of the company and may be paid at such level as generally adopted by the enterprises of the same industry.
Article 25-2: The Company may establish a remuneration committee or other functional committees in consideration of the business operation.
The Company has established an audit committee in accordance with Article 14-4 of the Securities Exchange Act. The audit committee shall be composed of the entire number of independent directors. The audit committee and its members shall be responsible for exercising powers of supervisors prescribed by the Company Act, the Securities Exchange Act and other applicable laws and regulations.
Chapter 5 Managers and Employees
Article 26: The Company may have one president and several vice presidents, assistant general manager, managers, factory directors and special assistant of the President's Office. Appointment, discharge and the remuneration shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Article 27: The Company may appoint consultants and key personnel upon resolution of the board meeting.
Article 28: (Deleted)
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Chapter 6 Accounting
Article 29: The Company’s fiscal year is from 1 January to 31 December. At the close of each fiscal year, the Company shall prepare and present the following statements and records to the Board of Directors for approval and submitted to the competent authority for recordation:
- Business Report
- Financial Statements
- Surplus earning distribution or loss off-setting proposals.
The aforementioned financial statements shall be submitted to the Board of Directors for approval upon approval of the Audit Committee.
Article 30: If the company has made profit in the year, appropriate no less than 1% as employees’ profit-sharing compensation, and no more than 5% as directors’ profit-sharing compensation. The company shall appropriate for covering carryforward loss (including adjustment amount of retained earnings), where applicable. Employees’ compensation may be distributed in the form of stock or cash. Employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements, are entitled to receive employees’ profit-sharing compensation.
The profit for the year referred to in the preceding paragraph shall refer to the profit before tax for the year before the distribution of employees’ compensation and remuneration to directors.
Prior to the establishment of the audit committee, the remuneration of the supervisor shall be allocated according to the distribution ratio specified in paragraph 1.
Article 30-1: When allocating its surplus profits after having paid all taxes and dues, the company’s accumulated losses shall have been covered and the company shall set aside 10% of said profits as legal reserve. In addition, special reserves shall be set aside or reversed in accordance with the competent authority. The remaining balance, together with the accumulated undistributed earnings, shall be formulated into a profit distribution proposal by the board of directors, and submitted to the shareholders’ meeting for resolution on the distribution of dividends to shareholders.
If the distribution of dividends to shareholders in the preceding paragraph, either in whole or in part, is to be distributed in cash, it shall be a resolution adopted by a majority of the directors present who represent two-thirds or more of the total number of directors of the company and shall be reported to the shareholders’ meeting.
Where such legal reserve in the preceding paragraph amounts to the total paid-in capital, the Company may.
The dividend policy of the company is determined by the Board of Directors based on the operational plans, investment plans, capital budgeting, changes in the internal and external environmental. The Company operates in a capital-intensive industry and is currently in a stage of operational growth. It requires retained earnings to meet the funding needs for operational growth and investments. Therefore, the Company adopts a residual dividend policy at this stage. When distributing dividends as mentioned above, the annual cash dividend paid to shareholders shall not be less than 5% of the total cash and stock dividends distributed in the current fiscal year.
If the company suffers no loss, it may distribute the entire or a portion of the paid-in capital as prescribed by the Companies Act and legal reserve (in excess of 25% of the paid-in capital) in cash. This distribution shall be subject to a resolution adopted by a majority of the directors present who represent two-thirds or more of the total number of directors of the company and shall be reported to the shareholders’ meeting.
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Chapter 7 Supplementary Provisions
Article 31: The organization and operational procedures of the company shall be determined separately by the Board of Directors.
Article 32: In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern.
Article 33: The Articles of Incorporation were established on 14 December 1990.
- The first amendment was made on 22 June 1992.
- The second amendment was made on 14 May 1995.
- The third amendment was made on 18 August 1997.
- The fourth amendment was made on 15 June 1998.
- The fifth amendment was made on 5 May 1999.
- The sixth amendment was made on 15 July 1999.
- The seventh amendment was made on 31 May 2000.
- The eighth amendment was made on 15 June 2001.
- The ninth amendment was made on 6 May 2002.
- The tenth amendment was made on 13 June 2003.
- The eleventh amendment was made on 11 June 2004.
- The twelfth amendment was made on 13 June 2005.
- The thirteenth amendment was made on 15 June 2006.
- The fourteenth amendment was made on 28 December 2006.
- The fifteenth amendment was made on 13 June 2008.
- The sixteenth amendment was made on 16 June 2009.
- The seventeenth amendment was made on 25 June 2010.
- The eighteenth amendment was made on 22 June 2012.
- The nineteenth amendment was made on 28 June 2016.
- The twentieth amendment was made on 27 August 2019.
- The twenty-first amendment was made on 27 June 2022.
CHANG TYPE INDUSTRIAL CO., LTD.
Chairman: CHANG, CHIN-CHIN
Attachment 5
CHANG TYPE INDUSTRIAL CO., LTD.
Rules of Procedure for Shareholder Meetings
Amended on 27 June 2022
Amended on 27 August 2021
Amended on 29 June 2020
Article 1. To establish a strong governance system and sound supervisory capabilities for the Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2. 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 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. This Corporation shall 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 meeting agenda and supplemental materials shall also be displayed at the company and distributed on-site at the meeting.
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. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, 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.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. 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. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
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Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
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 4. 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. 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 5. 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 6. The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "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. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts.
Shareholders, solicitors and proxies (collectively "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. 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 or supervisors, 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. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, the 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 chairman of the board in person and attended by a majority of the directors, at least one independent director 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, CPAs, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8. The Company 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 shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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, and the shares checked in on the virtual meeting platform, 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. All shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
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.
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Article 10. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). 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 in 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, and schedule sufficient time for voting.
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. The order in which shareholders speak will be set by the chair.
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.
Article 12. 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.
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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 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 Article 6.11.2 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. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
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.
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 of the Company. 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.
Article 14. 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, and the names of directors not elected and number of votes they received. 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.
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Article 15. 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. The meeting minutes may be produced and distributed in electronic form.
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 (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.
Article 16. 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 and shall make an express disclosure of the same at the place of the shareholders meeting.
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 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 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.
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. 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.
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Attachment 6
CHANG TYPE INDUSTRIAL CO., LTD.
Rules for the Election of the Board of Directors
in the Shareholders' Meeting Annual Report
Amended on 27 June 2022
Article 1. Unless otherwise provided by laws or the Articles of Incorporation, the election of the Company's directors shall be conducted in accordance with these Rules.
Article 2. The election of directors shall be held separately during the shareholders' meeting..
Article 3. The election of directors shall be conducted by means of cumulative voting with open ballots. Both independent and non-independent directors shall be elected concurrently. Independent directors shall be elected based on the candidate nomination system. Each share shall have a number of votes equivalent to the number of directors to be elected. The votes may be cast in full for one candidate or split among multiple candidates.
Article 4. The Board of Directors or the convener of the shareholders' meeting shall prepare ballots equal to the number of directors to be elected, indicating the number of voting rights. Ballots shall be distributed to shareholders attending the meeting. A ballot may bear the number of the shareholder's attendance certificate in lieu of a signature.
Article 5. Directors shall be elected in accordance with the number of positions set forth in the Articles of Incorporation. The voting results for independent and non-independent directors shall be calculated separately. Candidates who receive the highest number of votes representing voting rights shall be elected accordingly. If two or more candidates receive an equal number of votes and the number exceeds the positions available, the winners shall be determined by drawing lots. If any such candidate is absent, the chairperson shall draw the lot on their behalf.
Article 6. Before the election begins, the chairperson shall appoint a certain number of ballot inspectors and vote counters to perform relevant duties. Inspectors must be shareholders of the Company.
Article 7. Ballot boxes shall be prepared by the Board of Directors and publicly inspected by the ballot inspectors prior to voting.
Article 8. If the candidate is a shareholder, the voter shall enter the name and shareholder account number of the candidate in the "Candidate" column on the ballot. If the candidate is not a shareholder, the voter shall enter the candidate's full name and identification document number. If the candidate is a government or corporate shareholder, the name of the government agency or corporate entity shall be entered; if represented by multiple representatives, the names of all such representatives shall be included.
Article 9. A ballot shall be deemed invalid under any of the following circumstances:
(1) A ballot not prepared by the convener.
(2) A blank ballot submitted.
(3) Illegible or altered content.
(4) The candidate’s name does not match the official list of director nominees.
(5) Any words other than those indicating the allocation of voting rights are written on the ballot
Article 10. Upon completion of voting, ballots shall be counted on site, and the election results shall be announced immediately by the chairperson.
Article 11. These Rules shall be implemented upon approval by the shareholders’ meeting. The same applies to any amendments.
41
Attachment 7
CHANG TYPE INDUSTRIAL CO., LTD.
Shareholding of directors
Record date for suspension of share transfer: 24 April 2026
| Title | Name | Date of appointment | Term of office | Number of shares held as recorded in the shareholder register on the record date for suspension of share transfer. | |
|---|---|---|---|---|---|
| Number of shares held (share) | % | ||||
| Chairman | CHANG, CHIN-CHIN | 27 June 2022 | 3 years | 18,080,201 | 22.94 |
| Director | CHANG, HSIANG-I | 27 June 2022 | 3 years | 7,090,569 | 9.00 |
| Director | LUO, SHU-DUAN | 27 June 2022 | 3 years | 22,400 | 0.03 |
| Independent Director | LIN, SIOU-MEI | 27 June 2022 | 3 years | 1,225 | 0 |
| Independent Director | CHEN, YONG-YAO | 27 June 2022 | 3 years | - | - |
| Independent Director | KO, CHEN-EN | 27 June 2022 | 3 years | - | - |
| Independent Director | WANG, MING-JHIH | 27 June 2022 | 3 years | - | - |
| Total | 25,194,395 | 31.97 |
Note:1. The paid-in capital of the company's common stock is NTD788,000,000 with 78,800,000 shares in issue.
- In accordance with Article 26 of the Securities and Exchange Act, the minimum number of shares required to be held by all directors is as follows:
-
Statutory minimum number of shares required to be held by all directors: 6,304,000 shares
-
The number of shares held by all directors and supervisors has reached the required percentage.
-
In accordance with Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if a public company has elected two or more independent directors, the share ownership figures calculated for all directors other than the independent directors and shall be decreased by 80 percent.