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CHELIC — AGM Information 2026
Jun 1, 2026
52405_rns_2026-06-01_8d53fec8-a104-4941-bfc0-a501ab0b0db6.pdf
AGM Information
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TAIWAN CHELIC CO., LTD.
Minutes of the 2026 Annual General Meeting
Time: 9:00 a.m., May 29, 2026
Meeting Place: Conference Room of the Company (Room 301); 3F, No. 21, Guifeng Street, Taishan District, New Taipei City
Attendance of shareholders: Total shares represented by shareholders presented in person or proxy are 48,179,521 shares (including 48,179,521 shares which presented through electronic voting). The number of shareholders present at the meeting represented 69.33% of the total number of shares issued, 69,487,653, which was a quorum
Attendance of directors: Ping-Cheng Yu (Chairman of Board of Directors), Po-Hsun Yu(Director), Chih-Feng Chiang(Independent Director and Convener of the Audit Committee), Chen-Hua Tsao(Independent Director), Shah-Rong Lee(Independent Director), and Chun-Kuang Wu (Independent Director).
Attendance: CPA, Mr. Cheng-Chuan Yu, Deloitte & Touche.
Attorneys-at-law, Mr. Jo-Hon Yang, UniversalCodes Law Office.
Chairman: Ping-Cheng Yu
Recorder: Chia-Li YU
The Chairman called the meeting to order
I. Chairman Remarks: (omitted)
II. Reports Items
(1) Business Report for 2025. (Please refer to the attachment I.)
(2) Audit Committee’s Review Report on the 2025 Financial Statements. (Please refer to the attachment II.)
(3) Report on the Distribution of Employee and Director Compensation for 2025. (Please refer to Meeting Agenda P.3)
(4) Report on Directors’ Remuneration for 2025. (Please refer to the attachment III.)
(5) Report on the Issuance of the Company’s Fourth Domestic Secured Convertible Bonds. (Please refer to Meeting Agenda P.4)
(6) Report on Treasury Share Repurchase. (Please refer to Meeting Agenda P.4)
(7) Report on Cash Dividends Distribution from 2025 Earnings. (Please refer to Meeting Agenda P.5)
(8) Report on Cash Distribution from Capital Surplus. (Please refer to
Meeting Agenda P.5)
III. Proposed Items for Ratification
Motion No.1 [Proposed by the Board]
Subject: Adoption of the Business Report and Financial Statements for 2025.
Explanation:
(I) The Company's parent company only and consolidated financial statements for 2025 have been approved by the Board of Directors and audited by independent auditors, Cheng-Chuan Yu and Li-Wei Liu of Deloitte & Touche. An unqualified audit opinion has been issued. The Business Report and the Financial Statements have also been reviewed by the Audit Committee with the issuance of the Audit Committee Review Report.
(II) The independent auditors' report and the aforementioned financial statements are attached as the attachment IV.
(III) Submitted for adoption.
Resolution: Voting result is as follow:
Shares represented at the time of voting: 48,179,521 votes (including electronic voting 48,179,521 votes)
| Voting result | The percentage of the total represented share present |
|---|---|
| Votes in favor 46,980,920 votes (including electronic voting 46,980,920 votes) | 97.51 % |
| Votes in against 10,730 votes (including electronic voting 10,730 votes) | 0.02 % |
| Votes invalid 0 votes (including electronic voting 0 votes) | 0.00 % |
| Votes abstained 1,187,871 votes (including electronic voting 1,187,871 votes) | 2.47 % |
Resolved, that the above proposal was hereby accepted as submitted.
Motion No. 2 [Proposed by the Board]
Subject: Adoption of the Proposal for Distribution of 2025 Earnings.
Explanation:
(I) Pursuant to the Company Act and the Company's Articles of Incorporation, the Company has prepared the earnings distribution statement, as set forth in the attachment V, which has been approved
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by the Audit Committee and the Board of Directors on March 4, 2026.
(II) Submitted for adoption.
Resolution: Voting result is as follow:
Shares represented at the time of voting: 48,179,521 votes (including electronic voting 48,179,521 votes)
| Voting result | The percentage of the total represented share present |
|---|---|
| Votes in favor 46,979,920 votes (including electronic voting 46,979,920 votes) | 97.51 % |
| Votes in against 18,730 votes (including electronic voting 18,730 votes) | 0.04 % |
| Votes invalid 0 votes (including electronic voting 0 votes) | 0.00 % |
| Votes abstained 1,180,871 votes (including electronic voting 1,180,871 votes) | 2.45 % |
Resolved, that the above proposal was hereby accepted as submitted.
IV. Election Matters
[Proposed by the Board]
Proposal for the Election of Directors and Independent Directors
Explanation:
(I) The term of office of the current directors will expire on June 20, 2026. A full re-election will be conducted in accordance with applicable laws and regulations.
(II) Pursuant to Article 13 of the Company's Articles of Incorporation, seven directors (including four independent directors) shall be elected at this shareholders' meeting. The candidate nomination system will be adopted. The term of office for the newly elected directors shall be three years, from May 29, 2026 to May 28, 2029.
(III) The list of candidates, comprising seven nominees (including four independent directors), has been reviewed and approved by the Board of Directors. Relevant information is set forth below:
List of Director Candidates
| Name | Education and Experience | Shareholdings |
|---|---|---|
| PING-CHENG YU | Education: EMBA, Master’s Degree in Technology Management, Fu Jen Catholic University | |
| Experience: Director, USUN Technology Co., Ltd., Chairman, Taiwan Fluid Power Association | ||
| Convener and Review Committee Member for multiple industrial development and advisory projects of the Industrial Development Bureau, Ministry of Economic Affairs | 6,609,500 | |
| YU, PO-HSUN | Education: Bachelor’s Degree in Economics, Ming Chuan University | |
| Experience: Executive Vice President, Taiwan Chelic Co., Ltd. | ||
| Director, Taiwan Fluid Power Association | 2,948,500 | |
| Cheng Hsiung | ||
| Investment Co., Ltd. | None | 10,508,000 |
4
List of Independent Director Candidates
| Name | Education and Experience | Shareholdings |
|---|---|---|
| LEE, SHAH-RONG | Education: Ph.D. in Mechanical Engineering, State University of New York Experience: Professor, Taipei City University of Science and Technology Vice President, R&D Division, Taiwan Chelic Co., Ltd. Independent Director, Hsin Ya Construction Development Co., Ltd. | 0 |
| TSAO, CHEN-HUA | Education: Master's Degree in Business Administration, University of Illinois Experience: Chairman, Jiawei Innovative Technology Co., Ltd. Partner, Wister Capital Management Corporation Vice President of Investment, Industry-Academia Collaboration Center Senior Vice President, Fubon Securities Co., Ltd. Vice President, Fubon Venture Capital Co., Ltd. | 0 |
| WU, CHUN-KUANG | Education: Ph.D. in Economics, Institute of Economics, Russian Academy of Sciences Experience: Consultant, Economic Affairs Division, National Policy Foundation Professor, Department of Finance and International Business, Fu Jen Catholic University Director, Master's Program in Technology Management, Fu Jen Catholic University Independent Director, FineTek Co., Ltd. Independent Director, Para Light Electronics Co., Ltd. | 0 |
| TSAI,LI-JU | Education: Ph.D. in Economics, National Chengchi University Experience: Full-time Professor, Department of Finance and International Business, Fu Jen Catholic University Independent Director, FineTek Co., Ltd. | 0 |
(IV) Voting for the Election Matters
Election Results: The elected list is as follows
| Title | Name | Election votes |
|---|---|---|
| Director | YU ,PING-CHENG | 53,230,853 votes |
| (including electronic voting 53,230,853 votes) | ||
| Director | YU, PO-HSUN | 52,151,832 votes |
| (including electronic voting 52,151,832 votes) | ||
| Director | Cheng Hsiung | |
| Investment Co., Ltd. | 49,725,857 votes | |
| (including electronic voting 49,725,857 votes) | ||
| Independent Director | TSAO, CHEN-HUA | 43,858,082 votes |
| (including electronic voting 43,858,082 votes) | ||
| Independent Director | LEE, SHAH-RONG | 46,787,832 votes |
| (including electronic voting 46,787,832 votes) | ||
| Independent Director | WU, CHUN-KUANG | 41,597,554 votes |
| (including electronic voting 41,597,554 votes) | ||
| Independent Director | TSAI,LI-JU | 40,406,381 votes |
| (including electronic voting 40,406,381 votes) |
V. Other Matters
Motion No. 1 [Proposed by the Board]
Subject: Proposal for the Release of Non-Compete Restrictions for Newly Elected Directors.
Explanation:
(I) Explanation: Pursuant to Article 209, paragraph 1 of the Company Act: "A director who engages, either for himself/herself or on behalf of another person, in any business within the scope of the Company's operations shall explain to the shareholders' meeting the essential contents of such conduct and obtain its approval."
(II) In order to leverage the expertise and experience of the Company's directors, it is proposed to approve the release of non-compete restrictions for the newly elected directors of the Company.
(III) Details of the release of non-compete restrictions are set forth in Appendix 6 (Please refer to the attachment VI.).
Resolution: Voting result is as follow:
Shares represented at the time of voting: 48,179,521 votes (including electronic voting 48,179,521 votes)
| Voting result | The percentage of the total represented share present |
|---|---|
| Votes in favor 46,928,454 votes (including electronic voting 46,928,454 votes) | 97.40 % |
| Votes in against 37,681 votes (including electronic voting 37,681 votes) | 0.08 % |
| Votes invalid 0 votes (including electronic voting 0 votes) | 0.00 % |
| Votes abstained 1,213,386 votes (including electronic voting 1,213,386 votes) | 2.52 % |
Resolved, that the above proposal was hereby accepted as submitted.
VI. Extemporary Motion: None. (There was no shareholder put question at the annual shareholders' meeting)
VII. Meeting adjourned
Attachment I
TAIWAN CHELIC CO., LTD.
Business Report for 2025
I. Operating Results for 2025
- Achievement of Business Plan
Unit: NT$1,000
| Item | 2025 | 2024 | Change in amount | Change in percentage |
|---|---|---|---|---|
| Consolidated Revenue | 1,602,951 | 1,491,488 | 111,463 | 7.47% |
| Consolidated Gross Profit | 495,361 | 388,691 | 106,670 | 27.44% |
| Consolidated Operating Income | 49,215 | (41,072) | 90,287 | 219.83% |
| Earnings (losses) before Taxation | 36,795 | (37,298) | 74,093 | 198.65% |
| Net income (loss) of current period | 28,818 | (50,743) | 79,561 | 156.79% |
| Net income (loss) attributable to shareholders of parent company | 13,563 | (59,908) | 73,471 | 122.64% |
| Earnings (losses) per share after taxation (NTD) | 0.19 | (0.86) | 1.05 | 122.09% |
-
Budget Execution: The Company did not publicly disclose financial forecasts for 2025.
-
Analysis of financial position and profitability:
Unit: %, NT$
| Item | 2025 | 2024 | 2023 | ||
|---|---|---|---|---|---|
| Analysis of financial structure | Liabilities to assets ratio | 34.54 | 33.73 | 34.66 | |
| Long-term capital to fixed asset ratio | 198.78 | 161.47 | 186.45 | ||
| Analysis of debt service coverage ratio | Current ratio | 382.95 | 184.87 | 375.70 | |
| Quick ratio | 222.69 | 106.27 | 198.59 | ||
| Analysis of profitability | Return on Assets (ROA) | 1.19 | -0.61 | -0.25 | |
| Return on Equity (ROE) | 0.98 | -1.75 | -1.14 | ||
| Ratio to paid-in capital | Operating income | 7.03 | -5.90 | -3.07 | |
| Earnings betaxation | 5.26 | -5.36 | -3.76 | ||
| Net profit margin | 1.80 | -3.40 | -2.44 | ||
| Earnings per share (NTD) | 0.19 | -0.86 | -0.64 |
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II. Business Plan Summary for 2026
(I) Operating Objectives: Despite the significant fluctuations in the New Taiwan dollar exchange rate and the impact of U.S. tariffs in 2025, overall revenue increased by 8% compared to the previous year, driven by rising demand for automation equipment fueled by AI and cost reductions resulting from optimized product design. Looking ahead to 2026, although global trade barriers are expected to continue posing challenges, the Company anticipates steady growth in its pneumatic components business through ongoing strategies of design optimization and centralized production to reduce costs. Meanwhile, new products such as sensors and dexterous robotic hands are gradually entering customer validation stages, which are expected to support expansion into industries such as semiconductors and automated facility systems. In addition, the precision metal manufacturing business is further expanding into sectors including automation equipment. With these developments, the Company remains confident in achieving continued growth in 2026.
(II) (2) R&D Objectives: In response to AI-driven demand across industries such as semiconductors, thermal management, and robotics, the Company will actively develop products including ultrasonic flow sensors, smart energy management systems, and dexterous robotic hands. In addition, efforts will be made to accelerate the sales of electrically controlled products such as electric cylinders and electric grippers to meet the growing demand for high-efficiency automated production.
(III) (3) Production Objectives: The Company will continue to optimize product design and adjust plant production layouts to further centralize production, thereby reducing product costs through economies of scale in procurement and manufacturing. In addition, the Company will strengthen the adoption of automation equipment to reduce reliance on manual labor, stabilize product quality, and enhance both production efficiency and overall quality.
9
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III. Impact of External Competitive Environment, Regulatory Environment, and Overall Economic Conditions
Amid ongoing uncertainty in the global tariff environment and the continued U.S.-China trade tensions, AI-driven industrial transformation is expanding beyond the semiconductor industry for advanced chips to related sectors such as liquid cooling, silicon photonics, and robotics. This trend is expected to accelerate the shift toward intelligent automation across the manufacturing industry. The Company's new product development initiatives are well aligned with these market trends. Accordingly, Taiwan Chelic is expected to maintain a steady growth trajectory in 2026.
Ladies and gentlemen, dear shareholders, thank you for your time to attend this regular session of the Shareholder's meeting. Your continued support and encouragement will be deeply appreciated.
With best wishes for your health and success.
Chairman: PING-CHENG YU
President: PING-CHENG YU
Chief Accounting Officer: CHIH-AN SU
Attachment II
TAIWAN CHELIC CO., LTD.
Audit Committee's Review Report
The Board of Directors has prepared and submitted the Company's Business Report, financial statements, and proposal for the distribution of earnings for 2025. The financial statements have been audited by independent auditors, Cheng-Chuan Yu and Li-Wei Liu of Deloitte & Touche, and an audit report has been issued. We have reviewed the aforementioned Business Report, Financial Statements, and Proposal for the Profit and Deficit Statement, and confirmed that they are properly prepared and fairly presented. We hereby present the aforementioned reports and documents for your review pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To:
The 2026 Annual General Meeting of Taiwan Chelic Co., Ltd.
TAIWAN CHELIC CO., LTD.
Convenor of the Audit Committee:
沈志輝
March 4, 2026
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Attachment III
Remuneration Paid to Directors for 2025
As of December 31, 2025 Unit: NTS thousands; %
| Title | Name | Remuneration to Directors | Total of Items A, B, C and D, and as a Percentage of Net Income After Tax | Related payment for acting in the capacity as employees | The sum of A, B, C, D, E, F, and G in proportion to net income | Remuneration received from investee companies beyond subsidiaries or parent company. | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Director fee (C) | Fee for service rendered (D) | Salaries, bonus, and special expense account (E) | Pension (F) | Employee Compensation (G) (Note 1) | ||||||||||||||||
| The Company | All companies included in the financial statements. | The Company | All companies included in the financial statements. | The Company | All companies included in the financial statements. | The Company | All companies included in the financial statements. | Pension | All companies included in the financial statements. | Pension | All companies included in the financial statements. | Pension | All companies included in the financial statements. | Amount of cash | Stock Amount | Amount of cash | Stock Amount | Pension | All companies included in the financial statements. | |||
| Chairman | PING-CHENG YU | 0 | 0 | 0 | 0 | 200 | 200 | 42 | 98 | 242 1.78% | 299 1.03% | 3,193 | 3,596 | 0 | 0 | 0 | 0 | 0 | 0 | 3,435 25.33% | 3,894 13.51% | None |
| Director | Cheng Hsiung Investment Co., Ltd. | 0 | 0 | 0 | 0 | 200 | 200 | 0 | 0 | 200 1.47% | 200 0.69% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 200 1.47% | 200 0.69% | None |
| Representative of Cheng Hsiung Investment Co., Ltd.: CHEN, WEN-TUNG | 0 | 0 | 0 | 0 | 0 | 0 | 42 | 86 | 42 0.31% | 87 0.30% | 1,127 | 3,360 | 58 | 58 | 0 | 0 | 0 | 0 | 1,227 8.17% | 3,505 12.16% | None | |
| Director | YU, PO-HSUN | 0 | 0 | 0 | 0 | 200 | 200 | 42 | 112 | 242 1.78% | 314 1.09% | 1,754 | 1,754 | 94 | 94 | 0 | 0 | 0 | 0 | 2,090 15.41% | 2,162 7.50% | None |
| Independent Director | TSAO, CHEN-HUA | 540 | 540 | 0 | 0 | 0 | 0 | 42 | 42 | 582 4.29% | 582 2.02% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 582 4.29% | 582 2.02% | None |
| Independent Director | CHIANG, CHIH-FENG | 540 | 540 | 0 | 0 | 0 | 0 | 42 | 42 | 582 4.29% | 582 2.02% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 582 4.29% | 582 2.02% | None |
| Independent Director | LEE, SHAH-RONG | 540 | 540 | 0 | 0 | 0 | 0 | 42 | 42 | 582 4.29% | 582 2.02% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 582 4.29% | 582 2.02% | None |
| Independent Director | WU, CHUN-KUANG | 540 | 540 | 0 | 0 | 0 | 0 | 42 | 42 | 582 4.29% | 582 2.02% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 582 4.29% | 582 2.02% | None |
Note 1: The Company's parent company only and consolidated net income after tax for 2025 amounted to NTS13,563 thousand and NTS28,818 thousand, respectively.
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Attachment IV
Independent Auditors' Review Report
To TAIWAN CHELIC CO., LTD.:
Audit Opinion
We have audited the accompanying consolidated balance sheets of TAIWAN CHELIC CO., LTD. and its subsidiaries (collectively, the "Chelic Group") as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, of changes in equity, and of cash flows for the years from January 1 to December 31, 2025 and 2024, and the related notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Chelic Group as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years from January 1 to December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), Interpretations, and Interpretations of IFRSs as endorsed and issued into effect by the Financial Supervisory Commission.
Basis for Audit Opinion
We conducted our audits in accordance with the CPA Auditing Certification Rules and auditing standards. The responsibilities of the CPA under these standards are further explained in the section on the CPA's responsibilities for the audit of the consolidated financial statements. The personnel of the firm to which the CPA is affiliated, who are subject to independence requirements, have maintained independence from the Chelic Group in accordance with the Code of Ethics for Professional Accountants and have fulfilled other responsibilities under the code. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
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Key Audit Matters
Key Audit Matters are those matters that, in the our professional judgment, were of most significance in the audit of the Group's consolidated financial statements for the year 2025. These matters were addressed in the context of the audit of the consolidated financial statements as a whole and in forming the audit opinion, and we do not provide a separate opinion on these matters.
Key Audit Matters are stated as follows for the Group's consolidated financial statements for the year 2025:
Key Audit Matters
The group's many customers primarily consume "pneumatic components" as its main products. Due to market competition and the need to meet the expectations of shareholders and external investors, there is anticipated pressure on management to achieve the projected net revenue targets. We, as the CPAs, believe that for those sales recipients within the group with relatively higher sales amounts and whose individual revenue changes are better than the overall average change, the authenticity of their sales will have a significant impact on the financial statements. Therefore, this has been identified as a Key Audit Matter. For the accounting policy on the recognition of related revenue, refer to Note 4(11) of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS; for notes related to Net revenue, please refer to Note 23 of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
The audit procedures of the CPA included:
- Understand and test the design and operating effectiveness of the internal control systems related to the occurrence of the sales of the aforementioned customers.
- Select appropriate samples from the sales details of the aforementioned customers to examine original orders, external supporting documents, and collection status to verify the authenticity of the sales transactions.
Other Matters
TAIWAN CHELIC CO., LTD. has prepared the individual financial statements for the Years Ended December 31, 2024, and we have issued an unqualified audit report thereon for reference.
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Responsibilities of Management and the Governance Unit for the Consolidated Financial Statements
Management's responsibility is for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretative announcements endorsed and issued into effect by the Financial Supervisory Commission, as well as for maintaining necessary internal control related to the preparation of consolidated financial statements to ensure that they are free from material misstatement, whether due to fraud or error.
When preparing the consolidated financial statements, management's responsibility also includes assessing the ability of the AirTAC Group to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate the AirTAC Group or to cease operations, or has no realistic alternative but to do so.
The governance unit of the Group (including the Audit Committee) is responsible for overseeing the financial reporting process.
The responsibilities of the CPA for the audit of the consolidated financial statements.
The purpose of the CPA in auditing the consolidated financial statements is 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 audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards does not guarantee that a material misstatement in the consolidated financial statements will be detected. Misstatements may arise from fraud or error. If a misstatement's individual amount or aggregate can reasonably be expected to influence the economic decisions of users of the consolidated financial statements, it is considered material.
In conducting the audit in accordance with auditing standards, we exercised professional judgment and maintained professional skepticism. We also performed the following tasks:
- Identify and assess the risks of material misstatement of the consolidated financial statements due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to provide a basis for the audit opinion. Due to fraud potentially involving collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that from error.
-
Obtain an understanding of internal control relevant to the audit in order to design appropriate audit procedures for the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures.
-
Based on the audit evidence obtained, draw a conclusion on the appropriateness of management's use of the going concern basis of accounting and whether there is a material uncertainty regarding events or conditions that may cast significant doubt on the AirTAC Group's ability to continue as a going concern. If the CPA believes that such events or conditions create significant uncertainty, they must draw attention to the relevant disclosures in the consolidated financial statements in the audit report, or modify the audit opinion if such disclosures are inadequate. The CPA's conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the AirTAC Group to be unable to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the relevant notes, and whether the consolidated financial statements fairly represent the related transactions and events.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. The CPA is responsible for directing, supervising, and executing the audit of the group, and for forming the group 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 under The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicate to 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 determined those matters that were of most significance in the audit of the Group's consolidated financial statements for the year 2025 and are therefore the key audit matters. We describe these matters in the audit report unless law or regulation precludes public disclosure or, in extremely rare circumstances, we
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determines that a specific matter should not be communicated in the report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits.
Deloitte & Touche Taiwan
CPA : Liu Li-Wei
CPA : Yu Cheng-Chuan
Approval Document No. by theFinancial SupervisoryCommission
Jin-Guan-Cheng-Shen-Zi No. 1110348898
Approval Document No. by theSecurities and FuturesCommission
Taiwan-Financial-Securities-Sixth No.0930128050
March26, 2026
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| CURRENT ASSETS | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 690,643 | 15 | $ 827,224 | 19 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 450 | - | - | - |
| 1136 | Financial assets at amortized cost - current (Notes 4 and 9) | 152,864 | 3 | - | - |
| 1150 | Notes receivable (Notes 4, 10, and 23) | 76,049 | 2 | 47,890 | 1 |
| 1160 | Notes receivable from related parties (Notes 4, 10, 23, and 30) | - | - | 2,239 | - |
| 1170 | Accounts receivable (Notes 4, 10, and 23) | 380,423 | 8 | 308,134 | 7 |
| 1180 | Accounts receivable from related parties (Notes 4, 10, 23, and 30) | 10,618 | - | 34,594 | 1 |
| 1200 | Other receivables (Notes 4 and 10) | 2,045 | - | 1,299 | - |
| 1220 | Current tax assets (Notes 4 and 25) | 8,175 | - | 9,624 | - |
| 130X | INVENTORIES (Notes 4 and 11) | 881,693 | 20 | 844,405 | 19 |
| 1479 | Other current assets (Notes 16 and 30) | 69,186 | 2 | 66,120 | 2 |
| 11XX | Total current assets | 2,272,146 | 50 | 2,141,529 | 49 |
| NON-CURRENT ASSETS | |||||
| 1517 | Financial assets at FVTOCI - non-current (Notes 4 and 8) | 51,552 | 1 | 38,658 | 1 |
| 1600 | Property plant and equipment (Notes 4, 13, and 31) | 1,969,775 | 44 | 2,008,499 | 46 |
| 1755 | Right-of-use assets (Notes 4, 14, and 31) | 142,634 | 3 | 147,997 | 3 |
| 1821 | Intangible assets (Notes 4 and 15) | 10,691 | - | 9,434 | - |
| 1840 | Deferred income tax assets (Notes 4 and 25) | 43,442 | 1 | 41,866 | 1 |
| 1990 | Other non-current assets (Notes 4 and 16) | 18,525 | 1 | 13,546 | - |
| 15XX | Total non-current assets | 2,236,619 | 50 | 2,260,000 | 51 |
| 1XXX | Total assets | $ 4,508,765 | 100 | $ 4,401,529 | 100 |
| Code | Liabilities and equity | ||||
| CURRENT LIABILITIES | |||||
| 2100 | Short-term loans (Note 17) | $ 217,440 | 5 | $ 269,560 | 6 |
| 2130 | Contract liabilities - current (Notes 4 and 23) | 13,909 | - | 12,129 | - |
| 2150 | Notes payable (Note 19) | - | - | 218 | - |
| 2170 | Accounts payable (Note 19) | 168,572 | 4 | 136,010 | 3 |
| 2219 | Other payables (Note 20) | 121,875 | 3 | 112,832 | 3 |
| 2220 | Other payables to related parties (Note 30) | 443 | - | 356 | - |
| 2230 | Income tax payable (Notes 4 and 25) | 2,492 | - | 3,263 | - |
| 2280 | Lease liabilities - current (Notes Four and 14) | 8,450 | - | 6,490 | - |
| 2321 | Bonds payable - current portion (Notes 4, 18, and 31) due within one year | - | - | 556,139 | 13 |
| 2322 | Long-term borrowings due within one year (Notes 17 and 31) | 51,439 | 1 | 59,831 | 1 |
| 2399 | Other current liabilities (Notes 20 and 30) | 8,700 | - | 1,556 | - |
| 21XX | Total current liabilities | 593,320 | 13 | 1,158,384 | 26 |
| NON-CURRENT LIABILITIES | |||||
| 2530 | Bonds payable (Notes Four, 18, and 31) | 474,789 | 11 | - | - |
| 2540 | Long-term borrowings (Notes 17 and 31) | 476,593 | 11 | 309,476 | 7 |
| 2570 | Deferred income tax liabilities (Notes Four and 25) | - | - | 746 | - |
| 2580 | Lease liabilities - non-current (Notes Four and 14) | 11,926 | - | 15,439 | 1 |
| 2670 | Other non-current liabilities (Note 20) | 587 | - | 584 | - |
| 25XX | Total non-current liabilities | 963,895 | 22 | 326,245 | 8 |
| 2XXX | Total liabilities | 1,557,215 | 35 | 1,484,629 | 34 |
| Equity attributable to the owners of the Company (Note 22) | |||||
| Share capital | |||||
| 3110 | Capital stock | 699,876 | 16 | 699,840 | 16 |
| 3200 | Capital surplus | 735,215 | 16 | 729,041 | 16 |
| Retained earnings | |||||
| 3310 | Legal reserve | 314,038 | 7 | 314,038 | 7 |
| 3320 | Special reserve | 104,621 | 2 | 190,924 | 5 |
| 3350 | Unappropriated retained earnings | 1,075,164 | 24 | 975,298 | 22 |
| 3300 | Total retained earnings | 1,493,823 | 33 | 1,480,260 | 34 |
| 3400 | Other equity interest | ( 65,374 ) | ( 1 ) | ( 86,376 ) | ( 2 ) |
| 3500 | Treasury stock | ( 22,333 ) | ( 1 ) | - | - |
| 31XX | Total equity attributed to the owners of the parent company | 2,841,207 | 63 | 2,822,765 | 64 |
| 36XX | Non-controlling Interests (Notes 12 and 22) | 110,343 | 2 | 94,135 | 2 |
| 3XXX | Total equity | 2,951,550 | 65 | 2,916,900 | 66 |
| Total liabilities and equity | $ 4,508,765 | 100 | $ 4,401,529 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman:YU, PING-CHENG
Executive officers:YU, PING-CHENG
Accounting Supervisor:SU, CHIH-AN
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2025 and 2024
Unit: NT$1000, except earnings (losses) per share, which is expressed in NT$1
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | NET REVENUE (Notes 4, 23, and 30) | ||||
| Sales | $ 1,602,951 | 100 | $ 1,491,488 | 100 | |
| 5110 | COST OF REVENUE (Notes 11, 24, and 30) | ||||
| Cost of sales | ( 1,107,590 ) | ( 69 ) | ( 1,102,797 ) | ( 74 ) | |
| 5900 | GROSS PROFIT | 495,361 | 31 | 388,691 | 26 |
| 6100 | OPERATING EXPENSES (Note 24) | ||||
| Selling expenses | ( 163,460 ) | ( 10 ) | ( 162,101 ) | ( 11 ) | |
| 6200 | Administrative expenses | ( 174,024 ) | ( 11 ) | ( 152,634 ) | ( 10 ) |
| 6300 | Research and development expenses | ( 109,276 ) | ( 7 ) | ( 109,247 ) | ( 7 ) |
| 6450 | Gain on reversal of expected credit losses (Impairment) (Notes 4 and 10) | 614 | - | ( 5,781 ) | ( 1 ) |
| 6000 | Total operating expenses | ( 446,146 ) | ( 28 ) | ( 429,763 ) | ( 29 ) |
| 6900 | INCOME FROM OPERATIONS (loss) | 49,215 | 3 | ( 41,072 ) | ( 3 ) |
| 7100 | NON-OPERATING INCOME AND EXPENSES (Notes 4 and 24) | ||||
| Interest revenue | 6,630 | - | 6,438 | 1 | |
| 7010 | Other income | 13,496 | 1 | 14,383 | 1 |
| 7020 | Other gains and losses | ( 2,074 ) | - | 12,565 | 1 |
| 7050 | FINANCE COSTS | ( 30,472 ) | ( 2 ) | ( 29,612 ) | ( 2 ) |
| 7000 | Total non-operating income and expenses | ( 12,420 ) | ( 1 ) | 3,774 | 1 |
| 7900 | Profit (loss) before income tax | 36,795 | 2 | ( 37,298 ) | ( 2 ) |
| 7950 | INCOME TAX EXPENSE (Notes 4 and 25) | ( 7,977 ) | - | ( 13,445 ) | ( 1 ) |
| 8200 | Net income (loss) for the year | 28,818 | 2 | ( 50,743 ) | ( 3 ) |
| (Continued) |
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22, and 25) | |||||
| 8310 | Items not reclassified to income: | ||||
| 8316 | Unrealized gain/ (loss) on investments in equity instruments at FVTOCI | 11,252 | 1 | 15,874 | 1 |
| Items that may be reclassified subsequently to income: | |||||
| 8361 | Exchange differences from the translation of financial statements of foreign operations | 13,140 | - | 91,103 | 6 |
| 8399 | Income tax related to items that may be reclassified to profit or loss | (2,437) | - | (17,607) | (1) |
| 8360 | 10,703 | - | 73,496 | 5 | |
| 8300 | Other comprehensive income, net of income tax for the year | 21,955 | 1 | 89,370 | 6 |
| 8500 | Total comprehensive income for the year | $50,773 | 3 | $38,627 | 3 |
| 8600 | Net income (loss) attributable to: | ||||
| 8610 | The Company | $13,563 | 1 | ($59,908) | (4) |
| 8620 | Non-controlling interest | 15,255 | 1 | 9,165 | 1 |
| $28,818 | 2 | ($50,743) | (3) | ||
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | |||||
| 8710 | The Company | $34,565 | 2 | $26,395 | 2 |
| 8720 | Non-controlling interest | 16,208 | 1 | 12,232 | 1 |
| 8700 | $50,773 | 3 | $38,627 | 3 | |
| Earnings (Loss) Per Share (Note 26) | |||||
| From continuing operations | |||||
| 9710 | Basic | $0.19 | ($0.86) | ||
| 9810 | Diluted | $0.19 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: YU, PING-CHENG
Executive officers: YU, PING-CHENG
Accounting Supervisor: SU, CHIH-AN
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Statements of Changes in Equity
Years Ended December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Equity attributable to the owners of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Unrealized Gain (Loss) on Financial Assets at FVTOC | Exchange differences from the translation of financial statements of foreign operations | Treasury stock | Non-controlling interest | Total equity | ||
| A1 | Balance as of January 1, 2024 | $ 693,132 | $ 733,519 | $ 314,038 | $ 155,050 | $ 1,071,080 | ($ 293) | ($ 172,386) | $ - | $ 87,307 | $ 2,881,447 |
| B3 | Appropriation of earnings for the year 2023 (Note 22) | ||||||||||
| Special reserve | - | - | - | 35,874 | ( 35,874 ) | - | - | - | - | - | |
| O1 | Cash dividends to subsidiary shareholders | - | - | - | - | - | - | - | - | ( 5,452 ) | ( 5,452 ) |
| O1 | Increase in non-controlling interests (Note 22) | - | - | - | - | - | - | - | - | 48 | 48 |
| T1 | Capital surplus distributed as cash dividends to shareholders | - | ( 34,830 ) | - | - | - | - | - | - | - | ( 34,830 ) |
| I1 | Convertible bonds conversion (Notes 18 and 22) | 6,708 | 30,352 | - | - | - | - | - | - | - | 37,060 |
| D1 | Net income (loss) for the Year Ended December 31, 2024 | - | - | - | - | ( 59,908 ) | - | - | - | 9,165 | ( 50,743 ) |
| D3 | Other comprehensive income (loss), net of income tax for the Year Ended December 31, 2024 (Note 22) | - | - | - | - | - | 15,874 | 70,429 | - | 3,067 | 89,370 |
| D5 | Total comprehensive income for 2024 | - | - | - | - | ( 59,908 ) | 15,874 | 70,429 | - | 12,232 | 38,627 |
| Z1 | Balance as of December 31, 2024 | 699,840 | 729,041 | 314,038 | 190,924 | 975,298 | 15,581 | ( 101,957 ) | - | 94,135 | 2,916,900 |
| B3 | Appropriation of earnings for the year ended December 31, 2024 (Note 22) | ||||||||||
| Special reserve | - | - | - | ( 86,303 ) | 86,303 | - | - | - | - | - | |
| C15 | Capital surplus distributed as cash dividends to shareholders (Note 22) | - | ( 34,992 ) | - | - | - | - | - | - | - | ( 34,992 ) |
| C5 | Recognition of equity component from the issuance of convertible bonds (Notes 18 and 22) | - | 41,002 | - | - | - | - | - | - | - | 41,002 |
| I1 | Convertible bonds conversion (Note 18) | 36 | 164 | - | - | - | - | - | - | - | 200 |
| D1 | Net profit for 2025 | - | - | - | - | 13,563 | - | - | - | 15,255 | 28,818 |
| D3 | Other comprehensive income (loss), net of income tax for the Years Ended December 31, 2025 (Note 22) | - | - | - | - | - | 11,252 | 9,750 | - | 953 | 21,955 |
| D5 | Total comprehensive income for 2025 | - | - | - | - | 13,563 | 11,252 | 9,750 | - | 16,208 | 50,773 |
| L1 | Treasury stock acquired (Note 22) | - | - | - | - | - | - | - | ( 22,333 ) | - | ( 22,333 ) |
| Z1 | Balance as of December 31, 2025 | $ 699,876 | $ 735,215 | $ 314,038 | $ 104,621 | $ 1,075,164 | $ 26,833 | ($ 92,207 ) | ($ 22,333 ) | $ 110,343 | $ 2,951,550 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: YU, PING-CHENG
Executive officers: YU, PING-CHENG
Accounting Supervisor: SU, CHBH-AN
TAIWAN CHELIC CO., LTD. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| A10000 | Profit (loss) before income tax | $ 36,795 | ($ 37,298) |
| A20010 | Profit and loss items | ||
| A20100 | Depreciation expense | 165,558 | 167,826 |
| A20200 | Amortization expenses | 3,747 | 3,608 |
| A20300 | Expected credit (gains on reversal) losses | ( 614) | 5,781 |
| A20400 | Net loss on FINANCIAL ASSETS AND LIABILITIES AT FVTPL | 441 | - |
| A20900 | FINANCE COSTS | 30,472 | 29,612 |
| A21200 | Interest revenue | ( 6,630) | ( 6,438) |
| A21300 | Dividend income | - | ( 722) |
| A22500 | Gain on disposal of property, plant and equipment | ( 2,879) | ( 6,207) |
| A23700 | Write-downs of inventories (gain on reversal) | 4,949 | 2,286 |
| A24100 | Unrealized foreign exchange loss (gain) | 8,059 | ( 4,204) |
| A29900 | Gains on lease modifications | ( 1) | - |
| A30000 | Net changes in operating assets and liabilities: | ||
| A31130 | Notes receivable | ( 26,946) | 3,998 |
| A31140 | Notes receivable from related parties | 2,167 | ( 2,227) |
| A31150 | Accounts Receivable | ( 68,076) | ( 30,926) |
| A31160 | Accounts receivable from related parties | 23,072 | ( 10,980) |
| A31180 | Other receivables | ( 150) | 1,023 |
| A31200 | INVENTORIES | ( 37,431) | 86,294 |
| A31230 | Prepayments | ( 4,186) | ( 10,228) |
| A31240 | Other current assets | 1,378 | 924 |
| A32125 | Contract liabilities | 1,662 | 3,405 |
| A32130 | Notes payable | ( 218) | 218 |
| A32150 | Accounts payable | 30,342 | 36,012 |
| A32160 | Accounts payable to related parties | - | ( 1,827) |
| A32180 | Other payables | 8,577 | 3,351 |
| A32190 | Other payables to related parties | 82 | ( 7) |
| A32230 | Other current liabilities | 396 | 243 |
| A33000 | Cash inflow from operations | 170,566 | 233,517 |
| A33100 | Interest received | 6,028 | 6,415 |
| (Continued) |
22
23
(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A33300 | Interest paid | ( 19,032 ) | ( 20,060 ) |
| A33500 | Income tax paid | ( 10,714 ) | ( 6,419 ) |
| AAAA | Net cash generated by operating activities | 146,848 | 213,453 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| B00040 | Acquisitions of Financial assets at amortized cost | ( 147,322 ) | - |
| B00100 | Acquisitions of financial assets at fair value through other comprehensive income | ( 1,080 ) | - |
| B02700 | Acquisition of property, plant and equipment | ( 104,682 ) | ( 69,737 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | 6,482 | 33,062 |
| B02900 | Increase in sales revenue received in advance - Disposal of property | 6,500 | - |
| B03700 | Refundable deposits paid increase | ( 230 ) | ( 331 ) |
| B04500 | Purchase of intangible assets | ( 3,432 ) | ( 701 ) |
| B06800 | Decrease in other non-current assets | 463 | 1,246 |
| B07100 | Increase in prepayments for equipment | ( 15,538 ) | ( 7,144 ) |
| B07600 | Dividends received | - | 722 |
| BBBB | Net cash used in investing activities | ( 258,839 ) | ( 42,883 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| C00200 | Decrease in short-term loans | ( 51,665 ) | ( 20,000 ) |
| C01200 | Convertible bonds issuance | 514,385 | - |
| C01300 | Repayment of bonds | ( 561,900 ) | - |
| C01600 | Proceeds from long-term bank loans | 490,000 | - |
| C01700 | Repayments of long-term borrowings | ( 331,275 ) | ( 33,529 ) |
| C04020 | Repayment of the principal portion of lease liabilities | ( 8,189 ) | ( 7,224 ) |
| C04500 | Cash dividends paid | ( 34,992 ) | ( 34,830 ) |
| C04900 | Cost of treasury stock acquired | ( 22,333 ) | - |
| C05800 | Increase in non-controlling interests | - | 48 |
| C09900 | Payments for transaction costs attributable to the issuance of bonds | ( 6,722 ) | - |
| C09900 | Payment of Cash dividends of non-controlling interests | - | ( 5,452 ) |
| CCCC | Net cash used in financing activities | ( 12,691 ) | ( 100,987 ) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 11,899 ) | 17,152 |
(Continued)
24
(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| EEEE | (DECREASE) ADDITIONS IN CASH AND CASH EQUIVALENTS | ( 136,581 ) | 86,735 |
| E00100 | CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 827,224 | 740,489 |
| E00200 | CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 690,643 | $ 827,224 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: YU, PING-CHENG Executive officers: YU, PING-CHENG Accounting Supervisor: SU, CHIH-AN
Independent Auditors' Review Report
To TAIWAN CHELIC CO., LTD.:
Audit Opinion
We have audited the accompanying parent company only balance sheets of TAIWAN CHELIC CO., LTD. (hereinafter referred to as the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years from January 1 to December 31, 2025 and 2024, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of TAIWAN CHELIC CO., LTD. as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years from January 1 to December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Audit Opinion
We conducted our audits in accordance with the CPA Auditing Certification Rules and auditing standards. 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. The personnel of our firm who are subject to independence requirements have remained independent of TAIWAN CHELIC CO., LTD. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and fulfilled all other responsibilities thereunder. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of TAIWAN CHELIC CO., LTD.'s Parent Company Only Financial Statements of 2025. 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
- 25 -
not provide a separate opinion on these matters.
Below is a summary of the key audit matters of TAIWAN CHELIC CO., LTD. Parent Company Only Financial Statements for the year ended December 31, 2025:
Key Audit Matters
TAIWAN CHELIC CO., LTD. has a wider customer base and is mainly engaged in production and sale of "pneumatic components". Considering marketplace competition and the obligation to fulfill shareholders' and external investors' expectations, the management should be facing the pressure to achieve the operating revenue targets. Given so, we believe that the authenticity of sales revenue from customers who constitute a relatively high proportion of sales and whose individual change in sales is greater than the average change in sales will materially impact the financial statements, so we identify the said customers as the key audit matter. For the accounting policy for the recognition of relevant revenue, please refer to Note 4 (11) of the Parent Company Only Financial Statements; for the operating revenue related information, please refer to Note 21 of the Parent Company Only Financial Statements.
The audit procedures of the CPA included:
- Understand and test the design and operating effectiveness of the internal control systems related to the occurrence of the sales of the aforementioned customers.
- Select appropriate samples from the sales details of the aforementioned customers to examine original orders, external supporting documents, and collection status to verify the authenticity of the sales transactions.
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 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.
During preparation of these Parent Company Only Financial Statements, the management was also responsible for evaluating TAIWAN CHELIC CO., LTD.'s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and adopting the going concern basis of accounting, unless the management intended either to liquidate TAIWAN CHELIC CO., LTD. or to terminate its operations, or had no feasible alternatives but to do so.
TAIWAN CHELIC CO., LTD.'s governance body (including the Audit Committee) was responsible for supervising the financial reporting procedures.
- 26 -
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 auditing standards will always detect a material misstatement when it exists in these Parent Company Only Financial Statements. Misstatements may arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Parent Company Only Financial Statements.
In conducting the audit in accordance with auditing standards, we exercise professional judgment and maintained professional skepticism. The CPA also performed the following tasks:
-
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. Due to fraud potentially involving collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that from error.
-
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 TAIWAN CHELIC CO., LTD.'s internal control.
-
Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures.
-
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 TAIWAN CHELIC CO., LTD.'s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Parent Company Only Financial Statements or, if such disclosures are inadequate, to modify our opinion. The CPA's conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause TAIWAN CHELIC CO., LTD. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the Parent Company Only Financial Statements (including relevant notes), and whether the Parent Company Only Financial Statements fairly represent the underlying transactions and events.
-
27 -
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within TAIWAN CHELIC CO., LTD. to express an opinion on the Parent Company Only Financial Statements. We are responsible for the direction, supervision, and execution of the audit of TAIWAN CHELIC CO., LTD.. 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 under The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicate to 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 TAIWAN CHELIC CO., LTD.'s 2025 Parent Company Only Financial Statements and are therefore the key audit matters. We describe these matters in the audit report unless law or regulation precludes public disclosure or, in extremely rare circumstances, we determine that a specific matter should not be communicated in the report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits.
Deloitte & Touche Taiwan
CPA : Liu Li-Wei
CPA : Yu Cheng-Chuan
Approval Document No. by the Financial Supervisory Commission
Financial-Supervisory-Securities-Auditing No. 1110348898
Approval Document No. by the Securities and Futures Commission
Taiwan-Financial-Securities-Sixth No. 0930128050
March 26, 2026
TAIWAN CHELIC CO., LTD.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| CURRENT ASSETS | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 474,218 | 12 | $ 443,736 | 11 |
| 1110 | Financial assets at fair value through profit or loss - current (Note 7) | 450 | - | - | - |
| 1150 | Notes receivable, net (Notes 4, 9 and 21) | 7,526 | - | 8,637 | - |
| 1170 | Accounts receivable, net (Notes 4, 9 and 21) | 37,080 | 1 | 39,105 | 1 |
| 1180 | Accounts receivable from related parties (Notes 4, 9, 21 and 28) | 61,742 | 2 | 61,094 | 2 |
| 1200 | Other receivables (Notes 4 and 9) | 59 | - | 38 | - |
| 1210 | Other receivables due from related parties (Notes 4 and 28) | 10,238 | - | - | - |
| 1220 | Current tax assets (Notes 4 and 23) | 8,175 | - | 9,624 | - |
| 130X | Inventories (Notes 4 and 10) | 222,507 | 5 | 253,853 | 6 |
| 1479 | Other current assets (Note 14) | 9,205 | - | 5,736 | - |
| 11XX | Total current assets | 831,200 | 20 | 821,823 | 20 |
| NON-CURRENT ASSETS | |||||
| 1520 | Financial assets at FVTOCI (Notes 4 and 8) | 1,523 | - | - | - |
| 1550 | Investments accounted for using equity method (Notes 4 and 21) | 2,567,888 | 63 | 2,497,173 | 62 |
| 1600 | Net of property, plant and equipment (Notes 4, 12, 28 and 29) | 639,141 | 16 | 653,702 | 17 |
| 1821 | Intangible assets (Notes 4 and 13) | 5,097 | - | 4,905 | - |
| 1840 | Deferred income tax assets (Notes 4 and 23) | 43,442 | 1 | 41,866 | 1 |
| 1990 | Other non-current assets (Note 14) | 9,813 | - | 2,312 | - |
| 15XX | Total non-current assets | 3,266,904 | 80 | 3,199,958 | 80 |
| 1XXX | Total assets | $ 4,098,104 | 100 | $ 4,021,781 | 100 |
| Code | Liabilities and equity | ||||
| CURRENT LIABILITIES | |||||
| 2100 | Short-term loans (Note 15) | $ 150,000 | 4 | $ 180,000 | 4 |
| 2130 | Contract liabilities (Notes 4 and 21) | 1,592 | - | 1,992 | - |
| 2150 | Notes payable (Note 17) | - | - | 218 | - |
| 2170 | Accounts payable (Note 17) | 43,641 | 1 | 40,053 | 1 |
| 2180 | Accounts payable to related parties (Note 28) | 20,149 | 1 | 13,527 | - |
| 2219 | Other payables (Note 18) | 36,456 | 1 | 34,601 | 1 |
| 2230 | Current tax liabilities (Notes 4 and 23) | 332 | - | 885 | - |
| 2322 | Long-term borrowings due within one year (Notes 15 and 29) | 51,439 | 1 | 59,831 | 2 |
| 2321 | Bonds payable, current portion (Notes 4, 16 and 29) | - | - | 556,139 | 14 |
| 2399 | Other current liabilities (Note 18) | 1,904 | - | 1,546 | - |
| 21XX | Total current liabilities | 305,513 | 8 | 888,792 | 22 |
| NON-CURRENT LIABILITIES | |||||
| 2530 | Bonds payable (Notes 4, 16 and 29) | 474,789 | 11 | - | - |
| 2540 | Long-term borrowings (Notes 15 and 29) | 476,593 | 12 | 309,476 | 8 |
| 2570 | Deferred income tax liabilities (Notes 4 and 23) | - | - | 746 | - |
| 2670 | Other non-current liabilities (Note 18) | 2 | - | 2 | - |
| 25XX | Total non-current liabilities | 951,384 | 23 | 310,224 | 8 |
| 2XXX | Total liabilities | 1,256,897 | 31 | 1,199,016 | 30 |
| Equity (Note 20) | |||||
| 3110 | Capital stock | 699,876 | 17 | 699,840 | 17 |
| 3200 | Capital surplus | 735,215 | 18 | 729,041 | 18 |
| Retained earnings | |||||
| 3310 | Legal reserve | 314,038 | 8 | 314,038 | 8 |
| 3320 | Special reserve | 104,621 | 2 | 190,924 | 5 |
| 3350 | Unappropriated retained earnings | 1,075,164 | 26 | 975,298 | 24 |
| 3300 | Total retained earnings | 1,493,823 | 36 | 1,480,260 | 37 |
| Other equity interest | |||||
| 3410 | Exchange differences from the translation of financial statements of foreign operations | ( 92,207 ) | ( 2 ) | ( 101,957 ) | ( 2 ) |
| 3420 | Unrealized Gain (Loss) on Financial Assets at FVTOCI | 26,833 | - | 15,581 | - |
| 3400 | Total other equity interests | ( 65,374 ) | ( 2 ) | ( 86,376 ) | ( 2 ) |
| 3500 | Treasury stock | ( 22,333 ) | - | - | - |
| 3XXX | Total equity | 2,841,207 | 69 | 2,822,765 | 70 |
| Total liabilities and equity | $ 4,098,104 | 100 | $ 4,021,781 | 100 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
ChairmanYU, PING-CHENG
Executive officers: YU, PING-CHENG
Accounting Supervisor: SU, CHIH-AN
TAIWAN CHELIC CO., LTD.
Parent Company Only Statement of Comprehensive Income
January 1 through December 31, 2025 and 2024
Unit: NT$1000, except earnings (losses) per share, which is expressed in NT$1
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Revenue | ||||
| Sales revenue (Notes 4, 21, and 28) | $ 440,267 | 100 | $ 434,692 | 100 | |
| 5110 | COST OF REVENUE | ||||
| Cost of goods sold (Notes 10, 22 and 28) | ( 315,061 ) | ( 71 ) | ( 307,063 ) | ( 71 ) | |
| 5900 | GROSS PROFIT | 125,206 | 29 | 127,629 | 29 |
| 5910 | Unrealized gains on sales to subsidiaries, associates, and joint venture (Notes 4 and 11) | ( 16,093 ) | ( 4 ) | ( 21,485 ) | ( 5 ) |
| 5920 | Realized gains on sales to subsidiaries, associates, and joint venture (Note 4) | 21,485 | 5 | 24,262 | 6 |
| 5950 | Realized gross profit | 130,598 | 30 | 130,406 | 30 |
| 6100 | Operating expenses (Notes 22 and 28) | ||||
| Selling expenses | ( 44,087 ) | ( 10 ) | ( 46,253 ) | ( 11 ) | |
| 6200 | Administrative expenses | ( 63,279 ) | ( 15 ) | ( 57,069 ) | ( 13 ) |
| 6300 | Research and development expenses | ( 35,059 ) | ( 8 ) | ( 31,923 ) | ( 7 ) |
| 6000 | Total operating expenses | ( 142,425 ) | ( 33 ) | ( 135,245 ) | ( 31 ) |
| 6900 | Operating Losses | ( 11,827 ) | ( 3 ) | ( 4,839 ) | ( 1 ) |
| 7100 | Non-operating income and expenses (Notes 4, 22, and 28) | ||||
| Interest revenue | 3,672 | 1 | 2,615 | 1 | |
| 7010 | Other income | 279 | - | 1,778 | - |
| 7020 | Other gains and losses | ( 5,432 ) | ( 1 ) | 5,769 | 1 |
| 7050 | FINANCE COSTS | ( 26,797 ) | ( 6 ) | ( 24,742 ) | ( 6 ) |
(Continued)
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7070 | Share of profit and loss in subsidiaries, associates, and joint ventures recognized using the equity method | 51,983 | 12 | ( 43,896 ) | ( 10 ) |
| 7000 | Total non-operating income and expenses | 23,705 | 6 | ( 58,476 ) | ( 14 ) |
| 7900 | Profit (loss) before income tax | 11,878 | 3 | ( 63,315 ) | ( 15 ) |
| 7950 | Income tax benefit (Notes 4 and 23) | 1,685 | - | 3,407 | 1 |
| 8000 | Net profit (loss) for the year | 13,563 | 3 | ( 59,908 ) | ( 14 ) |
| OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4 and 20) | |||||
| 8310 | Items not reclassified to profit or loss | ||||
| 8316 | Unrealized gain/ (loss) on investments in equity instruments at FVTOCI | 443 | - | - | - |
| 8330 | Share of other comprehensive income in subsidiaries accounted for using the equity method | 10,809 | 3 | 15,874 | 4 |
| 11,252 | 3 | 15,874 | 4 | ||
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences from the translation of financial statements of foreign operations | 12,187 | 3 | 88,036 | 20 |
| 8399 | Income tax related to items that might be reclassified to profit or loss (Note 23) | ( 2,437 ) | ( 1 ) | ( 17,607 ) | ( 4 ) |
| 9,750 | 2 | 70,429 | 16 |
(Continued)
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8300 | Other comprehensive income for the year, net of income tax | 21,002 | 5 | 86,303 | 20 |
| 8500 | Total comprehensive income for the year | $ 34,565 | 8 | $ 26,395 | 6 |
| Earnings (Losses) per share (Notes 2 and 4) | |||||
| 9710 | Basic | $ 0.19 | ($ 0.86) | ||
| 9810 | Diluted | $ 0.19 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: YU, PING-CHENG
Executive officers: YU, PING-CHENG
Accounting Supervisor: SU, CHIH-AN
TAIWAN CHELIC CO., LTD.
Parent Company Only Statement of Changes in Equity
January 1 through December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Share capital | Capital surplus | Retained earnings | Other equity interest | Treasury stock | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences from the translation of financial statements of foreign operations | Unrealized Gain (Loss) on Financial Assets at FVTOCI | ||||||
| A1 | Balance as of January 1, 2024 | $ 693,132 | $ 733,519 | $ 314,038 | $ 155,050 | $ 1,071,080 | ($ 172,386) | ($ 293) | $ - | $ 2,794,140 |
| Appropriation and distribution of earnings in 2023 (Note 20) | ||||||||||
| B3 | Special reserve | - | - | - | 35,874 | ( 35,874 ) | - | - | - | - |
| C15 | Cash dividends distributed from capital surplus (Note 20) | - | ( 34,830 ) | - | - | - | - | - | ( 34,830 ) | |
| I1 | Conversion of convertible corporate bonds (Notes 16 and 20) | 6,708 | 30,352 | - | - | - | - | - | 37,060 | |
| D1 | Net Loss for 2024 | - | - | - | - | ( 59,908 ) | - | - | ( 59,908 ) | |
| D3 | Other comprehensive income (loss) after tax for 2024 | - | - | - | - | - | 70,429 | 15,874 | - | 86,303 |
| D5 | Total comprehensive income for 2024 | - | - | - | - | ( 59,908 ) | 70,429 | 15,874 | - | 26,395 |
| Z1 | Balance as of December 31, 2024 | 699,840 | 729,041 | 314,038 | 190,924 | 975,298 | ( 101,957 ) | 15,581 | - | 2,822,765 |
| Appropriation and distribution of earnings in 2024 (Note 20) | ||||||||||
| B3 | Special reserve | - | - | - | ( 86,303 ) | 86,303 | - | - | - | - |
| C15 | Cash dividends distributed from capital surplus (Note 20) | - | ( 34,992 ) | - | - | - | - | - | ( 34,992 ) | |
| C5 | Recognizing the equity component of issued convertible corporate bonds (Notes 16 and 20) | - | 41,002 | - | - | - | - | - | 41,002 | |
| I1 | Conversion of convertible corporate bonds (Notes 16 and 20) | 36 | 164 | - | - | - | - | - | 200 | |
| D1 | Net profit for 2025 | - | - | - | - | 13,563 | - | - | 13,563 | |
| D3 | Other comprehensive income (loss) after tax for 2025 | - | - | - | - | - | 9,750 | 11,252 | - | 21,002 |
| D5 | Total comprehensive income for 2025 | - | - | - | - | 13,563 | 9,750 | 11,252 | - | 34,565 |
| L1 | Treasury stock acquired (Note 20) | - | - | - | - | - | - | - | ( 22,333 ) | ( 22,333 ) |
| Z1 | Balance as of December 31, 2025 | $ 699,876 | $ 735,215 | $ 314,038 | $ 104,621 | $ 1,075,164 | ($ 92,207 ) | $ 26,833 | ($ 22,333 ) | $ 2,841,207 |
Chairman: YU, PING-CHENG
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Executive officers: YU, PING-CHENG
Accounting Supervisor: SU, CHIH-AN
TAIWAN CHELIC CO., LTD.
Parent Company Only Statement of Cash Flow
January 1 through December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| A10000 | Profit (loss) before income tax | $ 11,878 | ($ 63,315) |
| A20010 | Profit and loss items | ||
| A20100 | Depreciation expense | 32,319 | 35,177 |
| A20200 | Amortization expenses | 2,693 | 2,511 |
| A20400 | Net loss on financial assets and liabilities at FVTPL | 441 | - |
| A20900 | Finance costs | 26,797 | 24,742 |
| A21200 | Interest revenue | ( 3,672 ) | ( 2,615 ) |
| A22400 | Share of profit in subsidiaries, associates, and joint ventures recognized using the equity method | ( 51,983 ) | 43,896 |
| A22500 | Gain on disposal of property, plant and equipment | ( 1,357 ) | - |
| A23900 | Unrealized sales gains | 16,093 | 21,485 |
| A24000 | Realized sales gains | ( 21,485 ) | ( 24,262 ) |
| A24100 | Unrealized foreign currency exchange losses (profits) | 8,757 | ( 3,866 ) |
| A30000 | Net changes in operating assets and liabilities: | ||
| A31130 | Notes receivable | 1,111 | ( 789 ) |
| A31150 | Accounts Receivable | 1,983 | ( 6,270 ) |
| A31160 | Accounts receivable from related parties | ( 2,724 ) | ( 10,531 ) |
| A31180 | Other receivables | - | ( 2 ) |
| A31200 | Inventories | 31,346 | 56,621 |
| A31240 | Other current assets | ( 3,469 ) | 1,664 |
| A32125 | Contract liabilities | ( 400 ) | 479 |
| A32130 | Notes payable | ( 218 ) | 218 |
| A32150 | Accounts payable | 3,588 | 14,601 |
| A32160 | Accounts payable to related parties | 6,143 | 3,321 |
| A32180 | Other payables | 1,335 | ( 5,796 ) |
| A32230 | Other current liabilities | 358 | 233 |
| A33000 | Cash generated from operations | 59,534 | 87,502 |
| A33100 | Interest received | 3,651 | 2,592 |
| A33300 | Interest paid | ( 14,890 ) | ( 15,237 ) |
| A33500 | Income tax paid | ( 834 ) | ( 7,350 ) |
| AAAA | Net cash generated by operating activities | 47,461 | 67,507 |
(Continued)
(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| B00010 | Acquisition of financial assets at fair value through other comprehensive income | ( 1,080 ) | - |
| B02200 | Acquisition of subsidiaries (Note 11) | - | ( 24,142 ) |
| B02700 | Acquisition of property, plant and equipment | ( 13,182 ) | ( 13,232 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | 1,716 | - |
| B04300 | Additions to Other receivables due from related parties | ( 10,238 ) | - |
| B04500 | Purchase of intangible assets | ( 1,370 ) | ( 500 ) |
| B06700 | Increase (decrease) in other non-current assets | ( 205 ) | 505 |
| B07100 | Increase in prepayments for equipment | ( 13,279 ) | ( 1,430 ) |
| B07600 | Dividends received from subsidiaries | 9,656 | 136,269 |
| BBBB | Net cash inflow (outflow) from investing activities | ( 27,982 ) | 97,470 |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| C00200 | Decrease in short-term loans | ( 30,000 ) | ( 20,000 ) |
| C01200 | Convertible bonds issuance | 514,385 | - |
| C01300 | Repayment of bonds | ( 561,900 ) | - |
| C01600 | Proceeds from long-term bank loans | 490,000 | - |
| C01700 | Repayments of long-term borrowings | ( 331,275 ) | ( 33,529 ) |
| C04500 | Cash dividends paid | ( 34,992 ) | ( 34,830 ) |
| C04900 | Cost of treasury stock acquired | ( 22,333 ) | - |
| C09900 | Payments for transaction costs attributable to the issuance of bonds | ( 6,722 ) | - |
| CCCC | Net cash inflow (outflow) from financing activities | 17,163 | ( 88,359 ) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 6,160 ) | 3,520 |
| EEEE | Increase in cash and cash equivalents | 30,482 | 80,138 |
| E00100 | CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 443,736 | 363,598 |
| E00200 | CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 474,218 | $ 443,736 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: YU, PING-CHENG Executive officers: YU, PING-CHENG Accounting Supervisor: SU, CHIH-AN
Attachment V
TAIWAN CHELIC CO., LTD. Earnings Distribution Statement 2025
Unit: NTD
| Item | Amount | Remark |
|---|---|---|
| Undistributed earnings at the beginning of the period | 1,061,601,314 | |
| Plus: Net Income After Tax for the Year | 13,562,647 | |
| Plus: reversal of special reserve | 21,002,306 | |
| Less: Appropriation to Legal Reserve | 1,356,265 | |
| Distributable earnings at the beginning of the period | 1,094,810,002 | |
| Distribution Items: | ||
| Cash Dividends to Shareholders | 13,897,531 | (NT$0.2 per share) |
| Undistributed earnings at the ending of the period | 1,080,912,471 | |
| Notes: The Company’s earnings shall be distributed from the most recent year’s earnings on a priority basis. |
Chairman: PING-CHENG YU
Manager: PING-CHENG YU
Chief Accounting Officer: CHIH-AN SU
- 36 -
- 37 -
Attachment VI
Details of the Proposed Release of Non-Compete Restrictions for Director Candidates
| Director / Independent Director | Proposed Release of Non-Compete Restrictions (for Shareholders’ Approval)
Concurrent Positions / Positions Held |
| --- | --- |
| YU,PING-CHENG | Chairman, Cheng Hsiung Investment Co., Ltd.
Director, Shang Bo Investment Co., Ltd.
Director, Shang Jia Investment Co., Ltd.
Director, Full Investment Co., Ltd. |
| YU, PO-HSUN | Supervisor, Zhejiang Bangye Automation Technology Co., Ltd.
Chairman, Shangbo Investment Co., Ltd.
Director, Zhengxiong Investment Co., Ltd.
Director, Shang Jia Investment Co., Ltd.
Director, Full Investment Co., Ltd.
Director, Air Automatic Co., Ltd. |
| LEE, SHAH-RONG | Independent Director, New Asia Construction & Development Corp. |
| TSAO, CHEN-HUA | Partner, Wister Capital Management Corporation
Chairman, Jiawei Innovative Technology Co., Ltd. |
| WU,CHUN-CHIANG | Independent Director, FineTek Co., Ltd.
Independent Director, Para Light Electronics Co., Ltd. |
| TSAI ,LI-JU | Independent Director, FineTek Co., Ltd. |