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China Glaze — Proxy Solicitation & Information Statement 2026
May 19, 2026
51928_rns_2026-05-19_4267834a-be8c-4c99-9b3b-02d7b0da7ce2.pdf
Proxy Solicitation & Information Statement
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Stock Code: 1809

中国架构股份有限公司
CHINA GLAZE CO., LTD.
2026 General Shareholders' meeting
Meeting Handbook
June 23, 2026
Meeting Manner: Physical Shareholders' meeting
Meeting Address: No. 136, Section 4, Zhongxing Road, Zhudong Town, Hsinchu County (B1 Employee Canteen of the Company)
China Glaze Co., Ltd.
Table of Contents
Committee's meeting agenda ... 1
Report Items ... 2
Approval Matters ... 9
Discussion Matter ... 11
Election Matters ... 13
Motion ... 13
Attachment
Attachment I Remuneration of Directors and Independent Directors ... 14
Attachment II Audit Report by Certified Public Accountant and Financial Statements ... 15
Appendix
Appendix I Director Election Procedures ... 35
Appendix II Rules of Procedure for Shareholders' Meetings (Before Amendment) ... 37
Appendix III Articles of Incorporation ... 50
Appendix IV Director Shareholding Status ... 55
China Glaze Co., Ltd.
Agenda of 2026 General Shareholders' meeting
I. Time: 9 a.m., June 23, 2026 (Tuesday)
II. Location: No. 136, Section 4, Zhongxing Road, Zhudong Town, Hsinchu County (B1 Employee Canteen of the Company)
Manner: Physical shareholders' meeting
III. Meeting called to order
IV. Chairman takes position
V. Chairman's speech
VI. Report Items
(I) 2025 Business Report.
(II) Audit Committee's Review Report on the 2025 Financial Statements.
(III) Proposal for distribution of employee reward and director reward of the Company in 2025.
(IV) Proposal on the remuneration of directors and independent directors in 2025.
VII. Approval Matters
(I) Approval of 2025 Proposed Business Report and Financial Statements.
(II) Approval of 2025 Profit Distribution Proposal.
VIII. Discussion Matters
(I) Proposal on the amendments to some provisions of the Company's "Rules of Procedure for Shareholders' Meetings".
IX. Election Matters
(I) Proposal for the By-election of Independent Director.
X. Motion
XI. Adjournment
2
Report Items
I. 2025 Business Report.
(I) 2025 Business Report
- Sales revenue
The net consolidated income of The Company was NT$ 2,498 million in 2025, representing a 3.41% increase compared to 2024, achieving 129% of the operational goal.
- Gross Profit
The consolidated gross profit was NT$ 497 million in 2025, representing a 2.89% growth compared to 2024.
- Net income after tax
The net consolidated income after tax was NT$ 24 million in 2025, representing a 38.33% decrease compared to 2024.
- Financial Revenue and Expenditure
The net consolidated cash inflow from operating activities was NT$ 67.77 million in 2025, representing a 55.97% decrease compared to 2024. The capital expenditure on fixed assets for this year was NT$ 78.97 million.
- Reasons for these differences
A. The main reasons for operating revenue growth are as follows: Revenue increased by approximately NT$ 15.33 million in Taiwan, with a growth rate of 2%. Revenue increased by approximately NT$ 1.01 billion in Mainland China, with a growth rate of 33%. In Indonesia, revenue increased by approximately NT$ 52.75 million, with a growth rate of 17%. Revenue in Vietnam increased by NT$ 10.04 million, with a growth rate of 83%. Sri Lanka's revenue increased by approximately NT$ 4.82 million, with a growth rate of 37%, and revenue in other regions increased by NT$ 17.26 million. Revenue declines were seen in Bangladesh, with a decrease of approximately NT$ 17.02 million, down by 2%; in Thailand, with a decrease of NT$ 63.82 million, down by 35%; in the Philippines, with a decrease of NT$ 5.9 million, down by 5%; and in Malaysia, with a decrease of NT$ 31.64 million, down by 41%.
B. The key reason for the growth in gross profit was due to the quotations returning to the market mechanism, and because the sales situation of the Group remained stable along with the stabilization of the US dollar exchange rate.
Statement of Comparison for Consolidated Income in 2025 and 2024 is as follows:
Unit: NT$ Thousand
| Year | 2025 | 2024 | Increase (Decrease) Amount | Increase (Decrease)% |
|---|---|---|---|---|
| Sales revenue | 2,497,538 | 2,415,100 | 82,438 | 3.41% |
| Item | Year | 2025 | 2024 | Increase (Decrease) Amount | Increase (Decrease)% |
|---|---|---|---|---|---|
| Cost of Goods Sold | 2,000,652 | 1,932,175 | 68,477 | 3.54% | |
| Gross Profit | 496,886 | 482,925 | 13,961 | 2.89% | |
| Operating Income | 25,030 | 25,492 | (462) | (1.81%) | |
| Net Profit Before Tax | 40,270 | 52,201 | (11,931) | (22.86%) | |
| Net Income After Tax | 24,001 | 38,920 | (14,919) | (38.33%) | |
| Net Income Attributable to Shareholders of the Parent | 32,108 | 54,818 | (22,710) | (41.43%) | |
| Earnings Per Share (After Tax) | 0.19 | 0.33 | (0.14) | (42.42%) |
(II) Overall operation and market competition environment analysis (SWOT):
- Strength
- With experiences on glazing over 50 years, we earn good trust of customers due to the excellent company brand image and quality certification.
- Being TWSE-listed, carry out corporate governance and complete management system.
- Localized production and timely goods supply lowering safe in inventory quantity of local customers and satisfying demands of customers.
- International deployment and local service locations available for nearest customer services to keep good customer relationship.
-
Through technology-integrated operation, the Group can maintain its advantages through mutual communication and integration regarding the product research and development as well as future development trends.
-
Weakness
- Production equipment has been used for years, is insufficient and requires high maintenance costs.
- Fusion ceramic production is a highly energy consumption industry, the production costs and kiln maintenance costs in Taiwan are much higher.
- Small-volume large-variety production results in high weary and material change costs.
- It takes a long time to train R&D and application talents, resulting a talent gap.
-
The materials are short in Taiwan and most of them are relied on importation.
-
Opportunity
- The growth of the white brick market has led to an increased demand for composed glaze.
- Integrate low-cost manufacturing regions to lower production costs.
- The market share in Southeast Asia and emerging markets is still room for growth.
- The demand for special and differentiated products increases with the environmental changes and product improvement, which benefits the development and promotion of new products.
-
With inorganic material technology as the core, step into other industries to expand the industrial application areas.
-
Threat
- There are many other choices of construction materials to substitute tiles.
- Global inflation has driven up the prices of raw materials and natural gas, leading to an increase in overall production costs.
- Emerging countries' competitors engage in mass production to lower cost, which leads to price-cutting competition and a decline in profits.
- The number of competing enterprises in the industry has increased, and product quality has also been enhanced. The marketing methods to customers have become more flexible.
- The production costs may rise along with zero-carbon emission in the future.
(III) Management policy and key production and marketing policies for fiscal year 2025:
With the gradual recovery of the global economy and changes in consumer patterns, the ceramic industry is encountering new development opportunities. According to market research reports and industry trend forecasts, the global sales of Ceramic products are expected to continue growing in 2026, particularly showing outstanding performance in the three major areas of building ceramics, home ceramics, and high-tech application ceramics.
In 2026, with the acceleration of urbanization and increasing construction demand in emerging markets, building ceramics (such as tiles and sanitary ceramics) will continue to experience stable growth. According to forecasts, global ceramic sales are expected to grow by approximately 7.2% compared to 2025, with the Asia-Pacific, Middle East, and Africa regions being the main sources of growth momentum.
The Company's main products, color stains and glazes, are primary raw materials in the ceramic industry. The sales volume in the export market is expected to increase by 3% to 6% annually; the Taiwan market is expected to remain stable. The Company anticipates that the total sales volume in 2026 can reach 92,000 to 97,000 tons (an approximate 5% growth compared to 2025). Henceforth, the Company will implement the following management policy and production and marketing strategies:
- Review and improve processes and equipment, reduce losses and rework, better the quality, and lower the cost.
- Continually introduce new raw materials and materials to transform from a glaze company to a comprehensive material supplier.
- Integrate product projects through strategic alliance with relevant vendors.
- Launch featured products and develop new markets; promote current glaze product to other industries.
- Strengthen the sales of products with higher gross profit to increase profits.
- Increase inventory turnover rate and plan for effective material inventory.
(IV) Future Development Strategies:
The Global Economic Outlook report published by the Organization for Economic Cooperation and Development (OECD) indicates that the global GDP growth rate is expected to slow to 2.9% in 2026 and rebound to 3.1% in 2027. The economies of emerging markets in Asia are still expected to be the main driving force of global growth.
According to economists' forecasts for GDP growth, the United States is expected to slow to 1.2% in 2026; Japan is expected to slow to 0.9% in 2026; and China is expected to grow at 4.4% in 2026. Due to the increasing impact of higher U.S. tariff rates, global trade
growth is expected to slow to 2.3% in 2026.
Countermeasures adopted by the Company:
-
Management policy
(1) Keep informed of customer demand at any time, adjust products as appropriate, and maintain profits.
(2) Integrate raw materials of the Group, lower costs and expand market superiority to be more internationally competitive.
(3) Diversify the business, expand the market and increase the product application fields.
(4) Combine the Group's R&D technology resources to enhance R&D speed and innovation capabilities.
(5) Reduce operation scale in mainland China while actively expand into emerging overseas markets. -
Marketing strategies
(1) Score the victory in term of brand, quality, service, team cooperation.
(2) Actively provide training on product applications to adjust technical level, improve after-sales technical service capabilities, and strengthen the promotion and sales of products.
(3) Integrate low-cost products on market to increase market competitiveness.
(4) Strengthen the market share of the optoelectronic products made of new materials in China and promote the Korean, Japanese and North American markets.
(5) Master the market trends and customer demands, closely cooperate with manufacturing and technical departments, and meet customer requirements.
(6) Introduce AI technology to assist in generating design drafts to provide and satisfy customer demands. -
Research strategies
(1) Match market demands and launch new products in a timely manner.
(2) Enhance product stability and reduce costs by using alternative raw materials or different suppliers of raw materials.
(3) Constantly improve the incoming inspection methods and be strict about incoming quality inspection to ensure stable raw material quality and minimize impacts on product quality.
(4) Collect market information on a regular basis and master the market trend and demand opportunities in order to assess new product development.
(5) Train professional talents to enhance existing R&D technical capabilities in response to market development and product innovation. -
Production strategies
(1) Review and improve processes and equipment, reduce losses and rework, better the quality, and lower the cost.
(2) Stabilize the production, assure quality, deliver orders as scheduled, implement production automation, and reduce the risk of shutdown of production lines.
(3) Review the inventories and adjust the production volume to reduce stock and improve inventory turnover ratio according to the conditions of production and sales.
(4) Comprehensively implement the Company's management systems and objective management systems, update production equipment, and optimize manufacturing processes to ensure product quality.
5
(5) Establish a subsidiary in Vietnam to enhance competitiveness by utilizing the local abundance of raw material resources and low production costs.
For over fifty years since its inception, China Glaze has consistently adhered to the following beliefs: maintaining stable product quality, implementing strong technical research and development, and optimizing the Company's resource allocation through flexible strategies and a steady pace. The Company is committed to developing diversified businesses, expanding service fields, and creating a solid business reputation that earns the trust of customers, thereby establishing itself as an essential supplier of advanced ceramic glaze products in Asian markets. In 2026, China Glaze will seek development opportunities amid changes, capture market opportunities, and enhance the Group's market share to improve overall operations, increase profits and achieve this year's budget targets.
We sincerely appreciate continuous support, recognition and encouragement of shareholders to China's Glaze over years. Our management team and all employees will try best to create biggest interest of all shareholders, customers, employees and society based on operation concept "integrity, excellence, innovation and sharing" to make effort. We further hope shareholders to continuously advice and encourage our company. Finally, the management teams and all employees will try hard to bring profit and growth for shareholders.
Finally, wish you good health and may peace bless your entire family.
Chairman Tsai, Hsien-Lung
General Manager Tsai, Sung-Yu
Accounting Director Chang, Ya-Hui
6
7
II. Audit Committee's Review Report on the 2025 Financial Statements.
China Glaze Co., Ltd.
Audit report issued by the Audit Committee
The Company's Board of Directors has prepared the 2025 Business Report, Financial Statements, Consolidated Financial Statements, and the Profit Distribution Proposal. The Financial Statements and Consolidated Financial Statements have been audited and certified by Chen, Chih-Yuan and Chou, Shih-Chieh, CPAs of Deloitte & Touche, and an audit report has been issued. The Business Report, Financial Statements, Consolidated Financial Statements, and Profit Distribution Proposal for the year 2025, prepared by the Company's Board of Directors, have been reviewed by the Audit Committee and found to be accurate and in order. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the committee hereby submits the aforementioned reports and proposal for approval.
Sincerely yours.
The 2026 General Shareholders' meeting of China Glaze Co., Ltd.
China Glaze Co., Ltd.
Convener of the audit committee: LAI, HUI-WEN
(Signature)
March 12, 2026
III. Proposal for distribution of employee reward and director reward of the Company in 2025.
Explanation: The profit obtained by the Company in 2025 (i.e., pre-tax profit before deduction of employee and director remuneration) amounted to NT$39,592,041. In accordance with the provisions of the Articles of Incorporation, the Company plans to allocate 5% of its pre-tax net profit, i.e., NT$1,979,602, as employee remuneration, and 3% of its pre-tax net profit, i.e., NT$1,187,761, as director remuneration.
The aforementioned amounts are consistent with the expenses recognized for 2025 and will be paid in cash.
IV. Proposal on the remuneration of directors and independent directors in 2025.
Explanation:
I. In accordance with the provisions of Article 25 of the Articles of Incorporation, if the Company records a profit for the current year, the Board of Directors shall resolve to allocate no more than 3% of the profit as remuneration for directors.
II. As stipulated in Article 3 of the Company's "Regulations for Director Remuneration": "Remuneration of independent directors: If the Company does not distribute independent director remuneration or if the distributed amount is less than NT$360,000, the shortfall shall be made up after the annual closing. This amount may be adjusted by the Remuneration Committee based on the independent directors' level of participation in the Company's operations and the value of their contributions.
III. Details regarding the remuneration of directors and independent directors are provided in Attachment 1.
9
Approval Matters
Agenda 1 (Proposal by Board of Directors)
Subject: Approval of 2025 Proposed Business Report and Financial Statements.
Explanation: The Company's 2025 Business Report (from page X to page X), standalone financial statements, and consolidated financial statements have been completed and approved by the Audit Committee. Together with the unqualified audit opinion issued by CPAs Chen, Chih-Yuan and Chou, Shih-Chieh of Deloitte & Touche (please refer to Attachment 3), they are hereby submitted for approval.
Resolution:
Agenda 2 (Proposal by Board of Directors)
Subject: Approval of 2025 Profit Distribution Proposal.
Explanation:
I. The Company's net income after tax for 2025 is NT$32,108,715. After adding the remeasurement of the defined benefit plan recognized in retained earnings of NT$4,424,796 and the share of other comprehensive income of subsidiaries under the equity method recognized in retained earnings of NT$220,739, and after deducting the legal reserve of NT$3,675,425 appropriated for the current year, the total distributable earnings for the year amount to NT$694,134,980.
II. 2025 Profit Distribution Statement is as follows:
China Glaze Co., Ltd.
Profit Distribution Statement
| Undistributed earnings at the beginning | 661,056,155 |
|---|---|
| Add: 2025 earnings after tax | 32,108,715 |
| Remeasurement of defined benefit plan recognized in retained earnings | 4,424,796 |
| Share of other comprehensive income of subsidiaries under the equity method recognized in retained earnings | 220,739 |
| Minus: 10% provision of statutory reserve | 3,675,425 |
| Total of distributable earnings in this year | 694,134,980 |
| Distribution: | |
| Shareholder Bonus - Cash (NT$0.25 per share) | 41,760,485 |
| Ending Non-Distributable Profit | 652,374,495 |
Chairman: Tsai, Hsien-Lung
General Manager: Tsai, Sung-Yu
Accounting Director: Chang, Ya-Hui
Note:
1. Above dividend per share is calculated based on the 167,041,937 actual Issued Shares as of March 12, 2026.
2. Dividend for fractional shares under this cash dividend distribution will be included as other income of the Company.
3. Total cash dividend for shareholders is NT$41,760,485, expected to be distributed at NT$0.25 per share. After approval by the general shareholders' meeting, it is proposed that the chairman be authorized to further determine the record date, issue date and relevant matters.
4. If the Company subsequently repurchases its shares, or transfers, converts or cancels
its treasury shares, or the creditors of convertible corporate bonds exercise the conversion rights, or employees exercise their subscription rights in accordance with the measures for subscription of the employee stock option certificates, or other factors arise, resulting in the changes of outstanding shares, and consequently the dividend payout ratio needs to be adjusted, it is hereby proposed to request the Shareholders' Meeting to authorize the chairman to handle the matter with full authority.
III. Submission for approval.
Resolution:
10
Discussion Matters
Agenda 1 (Proposal by board of directors)
Subject: Proposal on the amendments to some provisions of the Company's "Rules of Procedure for Shareholders' Meetings", submitted for discussion.
Explanation:
I. In accordance with Announcement No. 11500029701 issued by the Taiwan Stock Exchange Corporation on March 5, 2026, relevant provisions were amended.
II. The Comparison Table of Articles Before and After Amendments is as follows:
China Glaze Co., Ltd.
The Comparison Table of Articles Before and After Amendments to the Rules of Procedure for Shareholders' Meetings
| After Amendment | Before Amendment | Explanation |
|---|---|---|
| Article 3 | ||
| (Items 1 to 3 omitted) | ||
| 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, the Meeting Handbook, and supplementary materials, 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. 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 the professional shareholder services agent designated thereby. | ||
| (Omitted below) | Article 3 | |
| (Items 1 to 3 omitted) | ||
| The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall 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. 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 the professional shareholder services agent designated thereby. | ||
| (Omitted below) | In accordance with the amendments to the "Regulations Governing Content and Compliance Requirements for the Shareholders' Meeting Handbook of Public Companies". |
| After Amendment | Before Amendment | Explanation |
|---|---|---|
| Article 13 | ||
| (Items 1 to 6 omitted) | ||
| The scrutineers and vote counters for the voting on proposals shall be designated by the chairperson; provided that the scrutineers shall be shareholders. |
When a shareholders' meeting includes a director election with more candidates than available positions, a proposal to dismiss a director, or proposals as stipulated in Article 185 and Article 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, Article 24, paragraph 2, item 1, and Article 26, paragraph 2, item 1 of the Financial Holding Company Act, it is advisable for the chair to appoint a lawyer, accountant, or notary as the vote supervisor.
The person designated by the chair as specified in the preceding paragraph shall not be responsible for matters related to the voting procedures, nor may they be a director, manager, or employee of the company or its affiliated enterprises.
The scrutineers shall supervise the voting and vote-counting process, and sign the tally of the election results.
If inspectors are designated in accordance with Item 8, the shareholders' meeting minutes shall specify the inspectors' names and titles.
(The following items are moved sequentially) | Article 13
(Items 1 to 6 omitted)
The scrutineers and vote counters for the voting on proposals shall be designated by the chairperson; provided that the scrutineers shall be shareholders.
(Omitted below) | Amendments to the Provisions
Applicable to Independent Scrutineers |
| Article 24
These Rules were established on 5 October 1992. The first amendment was made on 11 June 1998. The second amendment was made on 17 June 2002. The third amendment was made on 16 June 2011. The fourth amendment was made on 17 June 2013. The fifth amendment was made on 22 June 2020. The sixth amendment was made on 22 July 2021. The seventh amendment was made on 21 June 2022. The eighth amendment was made on 19 June 2023. The ninth amendment was made on 23 June 2026. | Article 24
These Rules were established on 5 October 1992. The first amendment was made on 11 June 1998. The second amendment was made on 17 June 2002. The third amendment was made on 16 June 2011. The fourth amendment was made on 17 June 2013. The fifth amendment was made on 22 June 2020. The sixth amendment was made on 22 July 2021. The seventh amendment was made on 21 June 2022. The eighth amendment was made on 19 June 2023. | The date of this amendment has been added. |
13
Election Matters
Agenda 1 (Proposal by board of directors)
Proposal for the By-election of Independent Director.
Explanation:
I. Mr. Yang, Hsi-Wen, the Independent Director of the Company's 18th term, passed away on June 3, 2025, and was thus dismissed.
II. In accordance with the Company's Articles of Incorporation and Article 14-4 of the Securities and Exchange Act, it is proposed to elect one Independent Director for the 18th term through a by-election using the candidate nomination system, to be selected by the shareholders' meeting from a list of candidates.
III. The elected Independent Director shall assume office immediately upon election, with the term of office from June 23, 2026, to the end of the current term on June 17, 2027.
IV. The list of Independent Director candidates has been reviewed and approved by the Board of Directors of the Company. The list of candidates is as follows:
List of Director Candidates
| Category | Name | Education | Experience | Remark |
|---|---|---|---|---|
| Independent Director | Arnoldty Hung (Male) | Master in Architecture, University of Pennsylvania, USA (UNIV. PENN) | ||
| Ph.D. in Urban Planning and Urban Design, Tongji University, Shanghai | 1. Principal Architect, Arnoldty Hung Architectural Firm | |||
| 2. Director of Dewey Engineering Consultants Co., Ltd. | ||||
| 3. Adjunct Professor, Graduate Institute of Architecture, National Taiwan University of Science and Technology | ||||
| 4. Fellow of the Architectural Institute of Taiwan | ||||
| 5. Chairman, New Taipei City Architects Association | ID:C12041xxxx | |||
| No shares held |
Election results:
Motion
Adjournment
Attachment I Remuneration of Directors and Independent Directors in 2025
Unit: New Taiwan Dollar
| Title | Name | Director's remuneration | Total of items A, B, C and D and ratios over net income after tax (3) | Relevant remuneration received by concurrent employees | Total of items A, B, C, D, E, F and G and ratios over net income after tax | Remuneration received from reinvestment business or parent company other than subsidiaries |
|---|---|---|---|---|---|---|
| Salary (A) (Note 2) | Severance pays and pensions (B) | Director reward(C) | Business execution fees (D) | Remuneration, bonus, and allowances (E) | Severance pays and pensions (F) | Employee reward (G) |
| The Company | All companies in the financial report | The Company | All companies in the financial report | The Company | All companies in the financial report | The Company |
| Chairman | Tsai, Hsien-Lung | 141,510 | ||||
| Director | Tsai, Yu-Chieh | 141,510 | ||||
| Director | Tsai, Sung-Yu | 151,510 | ||||
| Director | Chang, Hui-Chun | 141,509 | ||||
| Director | Tsai, Yi-Chih | 141,510 | ||||
| Director | Tsai, Kun-Ta | 141,510 | ||||
| Independent Director (Note 1) | Yang, Hsi-Wen | 55,682 | ||||
| Independent Director | Lai, Hsi-Wen | 218,490 | 218,490 | 0 | 0 | 141,510 |
| Independent Director | Liu, Wei-Jen | 218,490 | 218,490 | 0 | 0 | 141,510 |
Note 1: Mr. Yang, Hsi-Wen, the Independent Director, passed away and was thus dismissed from his position on June 3, 2025.
Note 2: The amount of difference that was less than NT$ 360,000 regarding independent directors' remuneration and director remuneration in 2025.
Explanation:
- The standard and system for the director remuneration policy of the Company will be mainly based on the overall operating status of the Company, while also taking into consideration the level of performance achievement and the level of contribution, in order to improve the overall organizational performance of the Board of Directors. The board of directors is authorized to determine the remuneration in reference to the remuneration standard of the industry. According to Article 25 of the Company's Articles of Incorporation, if the Company makes profits in the current year, the Board of Directors shall resolve to allocate no more than $3\%$ as director reward. Additionally, Article 3 of the Company's "Regulations for Director Remuneration" states the remuneration of independent directors: If the Company does not distribute director reward in the current year or if the distributed director reward is less than NT$360,000, the difference shall be compensated after the annual closing. The Remuneration Committee may adjust the aforesaid amount based on the level of participation in the Company's operation and the value of contributions, and travel allowance will be paid based on the number of board meetings actually attended.
Attachment II Audit Report by Certified Public Accountant and Financial Statements
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所
110421 台北市信義區松仁路100號20樓
Deloitte & Touche
20F, Taipei Nari Shan Plaza
No. 100, Songren Rd.
Xinyi Dist., Taipei 110421, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
China Glaze Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of China Glaze Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is described as follows:
Recognition of Revenue from Export Sales
The Group’s revenues are generated mainly from the export sales of ceramic, pigments and glazes. The revenues from export sales to the Group’s major customers in 2025 were considered significant, revenue recognition related to export sales to major customers was considered a key audit matter. Refer to Notes 4 and 22 for the accounting policies related to revenue recognition.
The audit procedures we performed were as follows:
- We obtained an understanding of the internal controls relating to the revenue from export sales of ceramic, pigment and glazes, and we have tested the operating effectiveness of the key controls.
- We selected samples from the revenue from export sales of ceramic, pigment and glazes, and verified the occurrence and validity of these specific sales by performing test of details and matching data in the trade documents.
Other Matter
We did not audit the financial statements of certain subsidiaries and associates accounted for using the equity method, which were included in the consolidated financial statements of the Group. Those financial statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for the aforementioned subsidiaries and associates accounted for using the equity method, is based solely on the report of the other auditors. As of December 31, 2025 and 2024, the total assets of the aforementioned subsidiaries were $536,016 thousand and $542,143 thousand, respectively, which both constituted 12% of consolidated total assets, respectively; and for the years ended December 31, 2025 and 2024, total revenues were $345,618 thousand and $352,393 thousand, respectively, and constituted 14% and 15% of consolidated total revenue, respectively. As of December 31, 2025 and 2024, the carrying amount of the aforementioned associates accounted for using the equity method was $26,169 thousand and $36,398 thousand, both representing 1% of consolidated total assets. The share of loss of associates accounted for using the equity method for the year ended December 31, 2025 and 2024, were $10,229 thousand and $3,215 thousand.
We have also audited the parent company only financial statements of China Glaze Co., Ltd. as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion with other matter paragraph.
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 Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 maintain 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 Group’s internal control.
-
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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chih-Yuan Chen and Shih-Chieh Chou.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance 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 consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
CHINA GLAZE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 583,766 | 13 | $ 515,122 | 11 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 26,990 | 1 | 27,095 | 1 |
| Financial assets at uncertified cost - current (Notes 4, 8 and 31) | 20,226 | - | 36,232 | 1 |
| Contract assets - current (Notes 4 and 22) | 54,226 | 1 | 25,051 | - |
| Notes receivable (Notes 4 and 22) | 76,346 | 2 | 90,375 | 2 |
| Trade receivables (Notes 4, 9 and 22) | 570,638 | 13 | 524,136 | 12 |
| Other receivables (Note 9) | 15,711 | - | 21,875 | - |
| Other receivables - related parties (Note 30) | 706 | - | - | - |
| Current tax assets (Notes 4 and 24) | 2,305 | - | - | - |
| Inventories (Notes 4 and 10) | 636,311 | 14 | 624,205 | 14 |
| Other current assets (Note 16) | 102,513 | 2 | 130,291 | 5 |
| Total current assets | 2,080,738 | 46 | 2,066,872 | 44 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 330 | - | 258 | - |
| Financial assets at uncertified cost - non-current (Notes 4, 8 and 31) | 122,015 | 3 | 239,751 | 5 |
| Investments accounted for using the equity method (Notes 4 and 12) | 26,369 | 1 | 36,298 | 1 |
| Property, plant and equipment (Notes 4, 13 and 31) | 1,911,904 | 42 | 1,907,911 | 42 |
| Right-of-use assets (Notes 4, 14 and 30) | 144,069 | 3 | 141,809 | 3 |
| Investment properties (Notes 4, 15 and 31) | 103,515 | 2 | 106,779 | 2 |
| Intangible assets | ||||
| Goodwill (Note 4) | 20,318 | 1 | 14,072 | 1 |
| Other intangible assets (Note 4) | 2,300 | - | 2,472 | - |
| Deferred tax assets (Notes 4 and 24) | 52,257 | 1 | 53,130 | 1 |
| Other non-current assets (Notes 4, 16 and 30) | 39,450 | 1 | 37,705 | 1 |
| Total non-current assets | 2,422,387 | 54 | 2,530,335 | 56 |
| TOTAL | $ 4,511,725 | 100 | $ 4,535,207 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 17) | $ 557,100 | 12 | $ 437,344 | 10 |
| Short-term notes and bills payable (Note 17) | 29,995 | 1 | - | - |
| Contract liabilities - current (Notes 4 and 32) | 32,194 | 1 | 46,800 | 1 |
| Notes payable (Note 18) | 2,678 | - | 679 | - |
| Trade payables (Note 18) | 176,401 | 4 | 184,234 | 4 |
| Loans liabilities - current (Notes 4, 14 and 30) | 5,487 | - | 4,195 | - |
| Other payables (Note 19) | 104,629 | 4 | 142,887 | 3 |
| Other payables - related parties (Note 30) | 21,644 | 1 | - | - |
| Current tax liabilities (Notes 4 and 24) | 15,666 | - | 14,163 | - |
| Current portion of long-term borrowings (Notes 17 and 31) | 62,500 | 1 | 116,667 | 3 |
| Other current liabilities (Note 19) | 13,200 | - | 28,620 | 1 |
| Total current liabilities | 1,079,464 | 24 | 975,677 | 22 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 17 and 31) | 30,000 | 1 | 112,500 | 3 |
| Deferred tax liabilities (Notes 4 and 24) | 5,935 | - | 5,246 | - |
| Loans liabilities - non-current (Notes 4, 14 and 30) | 65,407 | 2 | 59,271 | 1 |
| Other non-current liabilities | ||||
| Net defined benefit liabilities (Notes 4 and 20) | 1,111 | - | 1,229 | - |
| Courteries deposits received | 6,512 | - | 6,673 | - |
| Total non-current liabilities | 126,963 | 3 | 182,879 | 4 |
| Total liabilities | 1,206,427 | 27 | 1,158,556 | 26 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 21) | ||||
| Share capital | ||||
| Ordinary shares | 1,670,419 | 27 | 1,670,419 | 27 |
| Capital surplus | 128,560 | 3 | 128,567 | 3 |
| Retained earnings | ||||
| Legal reserve | 369,541 | 8 | 363,063 | 8 |
| Special reserve | 183,669 | 4 | 227,943 | 3 |
| Unappropriated earnings | 697,812 | 16 | 465,020 | 14 |
| Total retained earnings | 1,351,023 | 28 | 1,556,028 | 27 |
| Other equity | (120,142) | (3) | (98,663) | (2) |
| Total equity attributable to owners of the Company | 2,028,459 | 63 | 2,956,291 | 65 |
| NON-CONTROLLING INTERESTS (Note 11) | 375,839 | 8 | 420,360 | 9 |
| Total equity | 2,305,298 | 73 | 2,576,651 | 74 |
| TOTAL | $ 4,511,725 | 100 | $ 4,535,207 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026)
CHINA GLAZE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4 and 22) | $ 2,497,538 | 100 | $ 2,415,100 | 100 |
| OPERATING COSTS (Notes 4, 10, 20 and 23) | (2,000,652) | (80) | (1,932,175) | (80) |
| GROSS PROFIT | 496,886 | 20 | 482,925 | 20 |
| OPERATING EXPENSES (Notes 4, 9, 20, 23 and 28) | ||||
| Selling and marketing expenses | (228,812) | (9) | (236,943) | (10) |
| General and administrative expenses | (199,460) | (8) | (197,980) | (8) |
| Research and development expenses | (81,383) | (3) | (60,242) | (2) |
| Expected credit gain/(loss) | 2,475 | - | 3,482 | - |
| Total operating expenses | (507,180) | (20) | (491,683) | (20) |
| NET OTHER OPERATING INCOME (Notes 13 and 23) | 35,324 | 1 | 34,250 | 1 |
| PROFIT/(LOSS) FROM OPERATIONS | 25,030 | 1 | 25,492 | 1 |
| NON-OPERATING INCOME AND EXPENSES (Notes 4, 23 and 30) | ||||
| Interest income | 16,429 | 1 | 22,620 | 1 |
| Other income | 41,558 | 2 | 14,572 | 1 |
| Other gains and losses | (17,431) | (1) | 12,333 | - |
| Finance costs | (15,087) | (1) | (19,601) | (1) |
| Share of loss of investments accounted for using the equity method | (10,229) | - | (3,215) | - |
| Total non-operating income and expenses | 15,240 | 1 | 26,709 | 1 |
| PROFIT/(LOSS) BEFORE INCOME TAX | 40,270 | 2 | 52,201 | 2 |
| INCOME TAX EXPENSE (Notes 4 and 24) | (16,269) | (1) | (13,281) | (1) |
| NET PROFIT FOR THE YEAR | 24,001 | 1 | 38,920 | 1 |
| (Continued) |
CHINA GLAZE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME/(LOSS) | ||||
| (Notes 4, 11, 20 and 24) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 5,815 | - | $ 12,461 | - |
| Income tax related to items that will not be reclassified subsequently to profit or loss | (1,169) | - | (2,501) | - |
| 4,646 | - | 9,960 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | (22,804) | (1) | 58,383 | 3 |
| Other comprehensive income/(loss) for the year, net of income tax | (18,158) | (1) | 68,343 | 3 |
| TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR | $ 5,843 | - | $ 107,263 | 4 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 32,108 | 1 | $ 54,818 | 2 |
| Non-controlling interests | (8,107) | - | (15,898) | - |
| $ 24,001 | 1 | $ 38,920 | 2 | |
| TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 14,875 | - | $ 108,934 | 4 |
| Non-controlling interests | (9,032) | - | (1,671) | - |
| $ 5,843 | - | $ 107,263 | 4 | |
| EARNINGS PER SHARE (Note 25) | ||||
| From continuing operations | ||||
| Basic | $ 0.19 | $ 0.33 | ||
| Diluted | $ 0.19 | $ 0.33 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026) (Concluded)
CHINA GLAZE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2026
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus | Retained Earnings | Unappropriated Earnings | Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations | Total | Non-controlling Interests | Total Equity | |||
| Shares (In Thousands) | Amounts | Legal Reserve | Special Reserve | |||||||
| BALANCE AT JANUARY 1, 2024 | 167,047 | $ 1,670,419 | $ 127,081 | $ 343,063 | $ 227,943 | $ 633,610 | $ (142,939) | $ 2,880,119 | $ 431,345 | $ 3,331,622 |
| Exercise of disparagement rights | - | - | 232 | - | - | - | - | 232 | - | 232 |
| Appropriation of 2023 earnings Cash dividends distributed by the Company | - | - | - | - | - | (33,108) | - | (33,108) | - | (33,108) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 54,801 | - | 54,801 | (15,806) | 38,001 |
| Other comprehensive income for the year ended December 31, 2024, net of interest tax | - | - | - | - | - | 9,960 | 44,156 | 54,116 | 14,227 | 68,343 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 64,778 | 44,136 | 108,934 | (1,631) | 107,263 |
| Disposal of subsidiaries | - | - | - | - | - | - | 120 | 120 | (79,178) | (79,038) |
| Changes in percentage of ownership interests in subsidiaries | - | - | 294 | - | - | - | - | 294 | - | 294 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | 49,766 | 49,766 |
| BALANCE AT DECEMBER 31, 2024 | 167,047 | 1,670,419 | 128,507 | 343,063 | 227,943 | 663,025 | (98,663) | 2,936,291 | 620,360 | 3,376,651 |
| Appropriation of 2024 earnings Legal reserve Cash dividends distributed by the Company | - | - | - | 6,478 | - | (6,678) | - | - | - | - |
| Reversal of special reserve | - | - | - | - | - | (45,780) | - | (41,760) | - | (41,760) |
| Exercise of right of repurchase | - | - | 13 | - | - | - | - | 13 | - | 13 |
| Net loss for the year ended December 31, 2023 | - | - | - | - | - | 32,108 | - | 32,108 | (8,107) | 24,001 |
| Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax | - | - | - | - | - | 4,646 | (21,879) | (17,233) | (925) | (18,158) |
| Total comprehensive loss for the year ended December 31, 2023 | - | - | - | - | - | 36,751 | (21,879) | 14,875 | (9,852) | 5,842 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | (55,489) | (55,489) |
| BALANCE AT DECEMBER 31, 2023 | 167,047 | $ 1,670,419 | $ 128,560 | $ 349,541 | $ 193,049 | $ 495,915 | $ (129,542) | $ 2,929,459 | $ 275,839 | $ 3,302,298 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2020)
CHINA GLAZE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 40,270 | $ 52,201 |
| Adjustments for: | ||
| Depreciation expense | 80,394 | 79,448 |
| Amortization expense | 136 | 141 |
| Expected credit gain | (2,475) | (3,482) |
| Net gain on financial assets at fair value through profit or loss | (69) | (2,237) |
| Finance costs | 15,087 | 19,601 |
| Interest income | (16,429) | (22,620) |
| Dividend income | (1,134) | (1,045) |
| Share of loss of investments accounted for using the equity method | 10,229 | 3,215 |
| Loss on disposal of property, plant and equipment | 249 | 94 |
| Loss on disposal of investments | - | 1,027 |
| Reversal of write-down of inventories | (6,584) | (269) |
| Other items | - | 414 |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | 102 | 2,322 |
| Contract assets | (29,175) | (4,658) |
| Notes receivable | 14,029 | (10,039) |
| Trade receivables | 953 | (21,129) |
| Other receivables | 372 | 241 |
| Inventories | 130 | 21,736 |
| Other current assets | 14,808 | (17,006) |
| Contract liabilities | (29,551) | 9,787 |
| Notes payable | 1,999 | (5,238) |
| Trade payables | (9,852) | 10,403 |
| Other payables | 21,985 | 38,354 |
| Other current liabilities | (15,420) | 14,516 |
| Net defined benefit assets | (6,720) | (3,165) |
| Cash generated from operations | 83,334 | 162,612 |
| Income tax paid | (15,563) | (8,703) |
| Net cash generated from operating activities | 67,771 | 153,909 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from sale of financial assets at amortized cost | 133,732 | 28,250 |
| Decrease in current prepayments for long-term investments | 28,892 | - |
| Acquisition of subsidiary | (27,671) | - |
| Net cash outflow on disposal of subsidiary | - | (74,461) |
| Payments for property, plant and equipment | (78,966) | (80,551) |
| Proceeds from disposal of property, plant and equipment | 284 | 1,887 |
| Increase in refundable deposits | - | (152) |
| Decrease in refundable deposits | 1,567 | - |
| Increase in other non-current assets | (3,697) | - |
| (Continued) |
CHINA GLAZE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Decrease in other non-current assets | $ - | $ 6,370 |
| Interest received | 21,570 | 16,519 |
| Dividends received | 1,134 | 1,045 |
| Net cash generated from/(used in) investing activities | 76,845 | (101,093) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from long-term borrowings | 119,756 | - |
| Repayments of short-term borrowings | - | (63,845) |
| Proceeds from short-term bills payable | 30,000 | - |
| Repayments of long-term borrowings | (116,667) | (116,667) |
| Repayments of guarantee deposits received | (121) | (481) |
| Repayment of the principal portion of lease liabilities | (3,544) | (4,505) |
| Dividends paid | (41,760) | (33,408) |
| Interest paid | (16,046) | (19,538) |
| Changes in non-controlling interests | (35,522) | 50,000 |
| Exercise of disgorgement rights | 53 | 232 |
| Net cash used in financing activities | (63,851) | (188,212) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (12,121) | 37,555 |
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | 68,644 | (97,841) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 515,122 | 612,963 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 583,766 | $ 515,122 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)
24
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所
110421 台北市信義區松仁路100號20樓
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110421, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
China Glaze Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of China Glaze Co., Ltd. (the “Company”), which comprise the balance sheets 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 then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “financial statements”).
In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Company’s parent company only financial statements for the year ended December 31, 2025 is described as follows:
Recognition of Revenue from Export Sales
The Company’s revenues are generated mainly from the export sales of ceramic, pigments and glazes. The revenues from export sales to the Company’s major customers in 2025 were considered significant, revenue recognition related to export sales to major customers was considered a key audit matter. Refer to Notes 4 and 21 for the accounting policies related to revenue recognition.
25
The audit procedures we performed were:
- We obtained an understanding of the internal controls relating to the revenue from export sales for ceramic, pigment and glazes, and we have tested the operating effectiveness of the controls.
- We selected samples from the revenue from export sales of ceramic, pigment and glazes and verified the occurrence and validity of these specific sales by performing test of details and matching data in the trade documents.
Other Matter
We did not audit the financial statements of certain investees accounted for using the equity method, nor those of certain subsidiaries reinvested by investees under the equity method. Those financial statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for the aforementioned entities, is based solely on the report of the other auditors. As of December 31, 2025 and 2024, the carrying amounts of the aforementioned investments accounted for using the equity method were $275,472 thousand and $287,337 thousand, respectively, and constituted 7% and 8% of total assets, respectively; and for the years ended December 31, 2025 and 2024, the related share of other comprehensive income/(loss) of subsidiaries and associates accounted for using the equity method were $562 thousand and $(10,437) thousand, respectively, and constituted 4% and (10%) of total comprehensive income/(loss), respectively.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 financial statements.
26
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chih-Yuan Chen and Shih-Chieh Chou.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance 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 applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
CHINA GLAZE CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 252,074 | 7 | $ 170,082 | 4 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 26,990 | 1 | 27,095 | 1 |
| Financial assets at unrefined cost - current (Notes 4 and 8) | 1,080 | - | - | - |
| Contract assets - current (Notes 4 and 21) | 54,226 | 1 | 25,051 | 1 |
| Notes receivable (Notes 4 and 21) | 20,582 | 1 | 36,368 | 1 |
| Trade receivables, net (Notes 4, 9 and 21) | 246,867 | 6 | 273,454 | 7 |
| Trade receivables from related parties (Notes 4, 21 and 28) | 48,735 | 1 | 42,035 | 1 |
| Other receivables (Note 9) | 6,426 | - | 7,130 | - |
| Other receivables from related parties (Note 28) | 38,423 | 2 | 36,310 | 1 |
| Inventories (Notes 4 and 10) | 361,104 | 10 | 352,063 | 9 |
| Other current assets (Notes 4 and 15) | 54,413 | 1 | 61,247 | 2 |
| Total current assets | 1,131,820 | 30 | 1,030,833 | 27 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 330 | - | 258 | - |
| Financial assets at unrefined cost - non-current (Notes 4, 8 and 29) | 38,835 | 1 | 38,252 | 1 |
| Investments accounted for using the equity method (Notes 4 and 11) | 985,261 | 26 | 1,119,179 | 30 |
| Property, plant and equipment (Notes 4, 12 and 29) | 1,463,288 | 38 | 1,423,961 | 38 |
| Right-of-use assets (Notes 4, 13 and 28) | 2,513 | - | 5,102 | - |
| Investment properties (Notes 4, 14 and 29) | 99,904 | 3 | 101,859 | 3 |
| Deferred tax assets (Notes 4 and 23) | 49,797 | 1 | 49,619 | 1 |
| Other non-current assets (Notes 4, 15 and 19) | 34,009 | 1 | 19,001 | - |
| Total non-current assets | 2,671,937 | 70 | 2,756,231 | 73 |
| TOTAL | $ 3,803,757 | 100 | $ 3,787,066 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 4 and 16) | $ 400,000 | 10 | $ 280,000 | 8 |
| Short-term bills payable (Note 16) | 29,995 | 1 | - | - |
| Contract liabilities - current (Notes 4 and 21) | 28,313 | 1 | 44,098 | 1 |
| Trade payables (Note 17) | 116,118 | 3 | 124,708 | 3 |
| Trade payables to related parties (Note 28) | 2,625 | - | 6,583 | - |
| Other payables (Note 18) | 119,746 | 3 | 101,276 | 3 |
| Other payables to related parties (Note 28) | 41,361 | 1 | 1,369 | - |
| Current tax liabilities (Notes 4 and 23) | 808 | - | 4,933 | - |
| Lease liabilities - current (Notes 4, 13 and 28) | 1,614 | - | 1,593 | - |
| Current portion of long-term borrowings (Notes 4, 16 and 29) | 62,590 | 2 | 116,667 | 3 |
| Other current liabilities (Note 18) | 13,056 | - | 28,159 | 1 |
| Total current liabilities | 816,136 | 21 | 709,186 | 19 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 4, 16 and 29) | 50,000 | 2 | 112,500 | 3 |
| Deferred tax liabilities (Notes 4 and 23) | 3,933 | - | 3,246 | - |
| Lease liabilities - non-current (Notes 4, 13 and 28) | 955 | - | 2,569 | - |
| Other non-current liabilities | ||||
| Guarantee deposits received (Note 28) | 3,274 | - | 3,274 | - |
| Total non-current liabilities | 58,162 | 2 | 121,589 | 3 |
| Total liabilities | 874,298 | 23 | 830,775 | 22 |
| EQUITY (Notes 4 and 20) | ||||
| Share capital | ||||
| Ordinary shares | 1,070,419 | 44 | 1,670,419 | 44 |
| Capital surplus | 128,560 | 3 | 128,597 | 3 |
| Retained earnings | ||||
| Legal reserve | 369,341 | 10 | 363,063 | 10 |
| Special reserve | 183,669 | 5 | 227,945 | 6 |
| Unappropriated earnings | 607,812 | 18 | 665,020 | 17 |
| Total retained earnings | 1,251,022 | 32 | 1,256,028 | 33 |
| Other equity | (170,582) | (2) | (98,663) | (2) |
| Total equity | 2,929,459 | 77 | 2,936,291 | 78 |
| TOTAL | $ 3,803,757 | 100 | $ 3,787,066 | 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026)
CHINA GLAZE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 21 and 28) | $ 1,852,901 | 100 | $ 1,766,667 | 100 |
| OPERATING COSTS (Notes 4, 10, 19, 22 and 28) | (1,492,023) | (81) | (1,399,680) | (79) |
| GROSS PROFIT | 360,878 | 19 | 366,987 | 21 |
| UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES | (5,034) | - | (3,020) | - |
| REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES | 3,020 | - | 2,710 | - |
| REALIZED GROSS PROFIT | 358,864 | 19 | 366,677 | 21 |
| OPERATING EXPENSES (Notes 4, 9, 19, 22 and 28) | ||||
| Selling and marketing expenses | (170,538) | (9) | (175,352) | (10) |
| General and administrative expenses | (100,069) | (5) | (93,908) | (5) |
| Research and development expenses | (70,267) | (4) | (45,002) | (3) |
| Expected credit loss | (3,109) | - | (1,580) | - |
| Total operating expenses | (343,983) | (18) | (315,842) | (18) |
| NET OTHER OPERATING INCOME (Notes 22 and 28) | 13,326 | 1 | 11,791 | 1 |
| PROFIT FROM OPERATIONS | 28,207 | 2 | 62,626 | 4 |
| NON-OPERATING INCOME AND EXPENSES (Notes 4, 22 and 28) | ||||
| Interest income | 6,265 | - | 9,236 | - |
| Other income | 32,456 | 2 | 11,307 | 1 |
| Other gains and losses | (12,780) | (1) | 23,046 | 1 |
| Finance costs | (5,042) | - | (5,336) | - |
| Share of loss of subsidiaries and associates accounted for using the equity method | (12,682) | (1) | (36,241) | (2) |
| Total non-operating income and expenses | 8,217 | - | 2,012 | - |
| PROFIT BEFORE INCOME TAX | 36,424 | 2 | 64,638 | 4 |
| INCOME TAX EXPENSE (Notes 4 and 23) | (4,316) | - | (9,820) | (1) |
| NET PROFIT FOR THE YEAR | 32,108 | 2 | 54,818 | 3 |
(Continued)
CHINA GLAZE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 4, 11, 19 and 23) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 5,531 | - | $ 11,997 | 1 |
| Share of the other comprehensive income of subsidiaries accounted for using the equity method | 221 | - | 362 | - |
| Income tax related to items that will not be reclassified subsequently to profit or loss | (1,106) | - | (2,399) | - |
| 4,646 | - | 9,960 | 1 | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | (21,879) | (1) | 44,156 | 2 |
| Other comprehensive income (loss) for the year, net of income tax | (17,233) | (1) | 54,116 | 3 |
| TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | $ 14,875 | 1 | $ 108,934 | 6 |
| EARNINGS PER SHARE (Note 24) | ||||
| Basic | $ 0.19 | $ 0.33 | ||
| Diluted | $ 0.19 | $ 0.33 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026) (Concluded)
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CHINA GLAZE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital | Retained Earnings | Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Amounts | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | |||
| BALANCE AT JANUARY 1, 2024 | 167,042 | $ 1,670,419 | $ 127,981 | $ 363,063 | $ 227,945 | $ 633,650 | $(142,939) | $ 2,880,119 |
| Appropriation of 2023 earnings Cash dividends distributed by the Company | - | - | - | - | - | (53,408) | - | (33,408) |
| Exercise of disgorgement rights | - | - | 232 | - | - | - | - | 232 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 54,818 | - | 54,818 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 9,960 | 44,156 | 54,116 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | 64,778 | 44,156 | 108,934 |
| Disposal of investments accounted for using the equity method | - | - | - | - | - | - | 120 | 120 |
| Changes in percentage of ownership interests in subsidiaries | - | - | 294 | - | - | - | - | 294 |
| BALANCE AT DECEMBER 31, 2024 | 167,042 | 1,670,419 | 128,507 | 363,063 | 227,945 | 665,020 | (98,663) | 2,956,291 |
| Appropriation of 2024 earnings Legal reserve Cash dividends distributed by the Company | - | - | - | 6,478 | - | (6,478) | - | - |
| Reversal of special reserve | - | - | - | - | - | (41,760) | - | (41,760) |
| Exercise of disgorgement rights | - | - | 53 | - | - | - | - | 53 |
| Net loss for the year ended December 31, 2025 | - | - | - | - | - | 32,108 | - | 32,108 |
| Other comprehensive income/(loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | 4,646 | (21,879) | (17,233) |
| Total comprehensive loss for the year ended December 31, 2025 | - | - | - | - | - | 36,754 | (21,879) | 14,875 |
| BALANCE AT DECEMBER 31, 2025 | 167,042 | $ 1,670,419 | $ 128,560 | $ 369,541 | $ 183,669 | $ 697,812 | $(120,542) | $ 2,929,459 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026)
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CHINA GLAZE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 36,424 | $ 64,638 |
| Adjustments for: | ||
| Depreciation expense | 36,963 | 35,042 |
| Expected credit loss | 3,109 | 1,580 |
| Net gain on financial assets at fair value through profit or loss | (69) | (2,237) |
| Finance costs | 5,042 | 5,336 |
| Interest income | (6,265) | (9,236) |
| Dividend income | (1,134) | (1,045) |
| Share of loss of subsidiaries and associates accounted for using the equity method | 12,682 | 36,241 |
| (Gain) loss on disposal of property, plant and equipment | 84 | (5) |
| Loss (gain) on disposal of investments | - | 1,027 |
| Loss on disposal of subsidiaries for using the equity method | - | 414 |
| Write-down of inventories | - | 3,107 |
| Reversal of write-down of inventories | (2,153) | - |
| Other items | 1,434 | 310 |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | 102 | 2,322 |
| Contract assets | (29,175) | (4,658) |
| Notes receivable | 15,786 | 8,910 |
| Trade receivables (including related parties) | 16,778 | (41,598) |
| Other receivables (including related parties) | 2,664 | 1,871 |
| Inventories | (6,888) | 2,088 |
| Other current assets | 6,834 | 4,700 |
| Contract liabilities | (15,785) | 10,106 |
| Trade payables (including related parties) | (12,348) | (14,318) |
| Other payables | 18,700 | 21,212 |
| Other current liabilities | (14,523) | 14,296 |
| Net defined benefit assets | (1,190) | (3,532) |
| Cash generated from operations | 67,072 | 136,571 |
| Income tax paid | (9,038) | (7,377) |
| Net cash generated from operating activities | 58,034 | 129,194 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at amortized cost | (2,563) | (551) |
| Net cash inflow on disposal of subsidiaries | - | 5,566 |
| Proceeds from capital reduction of investments accounted for using equity method | 46,980 | - |
| Payments for property, plant and equipment | (72,727) | (71,062) |
| Proceeds from disposal of property, plant and equipment | 100 | 950 |
| Increase in other receivables from related parties | - | (14,354) |
| Decrease in other receivables from related parties | 13,928 | - |
| (Continued) |
CHINA GLAZE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Increase in other non-current assets | $ (8,287) | $ - |
| Decrease in other non-current assets | - | 2,943 |
| Interest received | 6,388 | 9,118 |
| Dividends received from subsidiaries | 14,460 | - |
| Dividends received | 1,134 | 1,045 |
| Net cash used in investing activities | (587) | (66,345) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 120,000 | - |
| Repayments of short-term borrowings | - | (40,000) |
| Repayments of short-term bills payable | 30,000 | - |
| Repayments of long-term borrowings | (116,667) | (116,667) |
| Increase in refundable deposits | - | 274 |
| Increase in other payables from related parties | 39,589 | - |
| Repayment of the principal portion of lease liabilities | (1,796) | (1,775) |
| Dividends paid | (41,760) | (33,408) |
| Interest paid | (4,874) | (5,380) |
| Exercise of disgorgement rights | 53 | 232 |
| Net cash generated from (used in) financing activities | 24,545 | (196,724) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 81,992 | (133,875) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 170,082 | 303,957 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 252,074 | $ 170,082 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)
34
35
Appendix I Director Election Procedures
China Glaze Co., Ltd.
Director Election Procedures
Article I The election of the Company's Directors shall be conducted in accordance with these procedures.
Article II The election, re-election, and by-election of the Company's Directors shall adopt the candidate nomination system stipulated in Article 192-1 of the Company Act, and utilize the single non-transferable cumulative voting method.
Unless otherwise provided by law, each share has voting rights equal to the number of directors to be elected, which may be concentrated for the election of a single candidate or distributed among several candidates.
The voter's name may be replaced by the attendance certificate number printed on the ballot.
Independent directors and non-independent directors shall be elected simultaneously, with the election rights for independent directors and non-independent directors calculated separately. Those who receive more votes representing election rights will be elected in sequence.
Article III The Company's Directors are elected by the shareholders' meeting from the List of Director Candidates, with the number of directors to be elected determined in accordance with the Articles of Incorporation, and directors are elected based on the highest number of votes received.
In the event that two or more candidates receive the same number of votes exceeding the available positions, the tie shall be resolved by drawing lots. Absentees will have their lots drawn by the chair.
Article IV During the election, the chair shall appoint several vote monitoring and counting personnel, all of whom must be shareholders, to execute relevant duties. The election of directors shall involve the installation of a ballot box by the board of directors, which shall be publicly inspected by the scrutineers before voting begins.
Article V The ballots shall be prepared by the Company and shall be equal in number to the directors to be elected. They shall include the attendance certificate number and the number of voting rights, and shall be distributed to the shareholders attending the shareholders' meeting.
Article VI The elector must fill in the candidate's account name and shareholder account number in the "Candidate" column on the ballot. If the candidate is not a shareholder, the candidate's name and national identification number must be provided. When the government or a juristic person is the candidate, the name of the government or juristic person should be filled in, and it is also permissible to include the name of the government or juristic person along with the representative's name. If there are multiple representatives, the names of each representative should be separately provided.
Article VII The vote shall be invalid if any of the following circumstances exist:
I. Ballots not conforming to these procedures.
II. Ballots that are blank, have illegible handwriting, are unrecognizable, or have been altered.
III. More than one candidate is listed on the same ballot.
IV. In addition to the candidate's Name and shareholder account number or national identification number, other text is also included.
V. If the candidate filled in is a shareholder and their name and shareholder account number do not match the shareholder register; or if the candidate filled in is not a
shareholder and their name and national identification number do not match upon verification.
VI. The candidate's Name is the same as another shareholder but the shareholder account number or national identification number was not provided for identification.
Article VIII Votes are to be counted immediately on-site after voting is completed. The results of the voting shall be announced on-site by the chair, including the list of those elected as directors and the numbers of votes with which they were elected.
Article IX Elected directors shall be individually issued certificates of election by the company.
Article X Matters not stipulated in these procedures shall be handled in accordance with the Company Act and relevant laws and regulations.
Article XI 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.
Revised on June 18, 2014, the second amendment was made on July 22, 2021, and the third amendment was made on June 21, 2022.
36
37
Appendix II Rules of Procedure for Shareholders' Meetings (Before Amendment)
China Glaze Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Article I
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 Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article II
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 III (Convening shareholders' meetings and shareholders' meeting notices)
Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company's holding of virtual shareholders' meeting shall be specified in the articles of association and shall be resolved by the board of directors by the majority of directors attending a meeting that is attended by 2/3 or more directors.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders' meeting notice.
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, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting.
The Company shall 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.
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 the professional shareholder services agent designated thereby.
The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
I. For physical shareholders' meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
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, 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 1% 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.
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.
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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 IV
For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
However, this does not apply if 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.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company 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 V (Principles determining the time and place of a shareholders' meeting)
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.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article VI (Preparation of documents such as the attendance book)
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
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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 completing registration will be deemed as attend the shareholders' meeting in person. 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, 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 entrusted to attend a shareholders' meeting, it may appoint only one representative to attend.
In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall register with the Company two days before the shareholders' meeting.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article VI-1 (Convening virtual shareholders' meetings and particulars to be included in shareholders' meeting notice)
To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(II) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(III) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a
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shareholder meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
(IV) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
III. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. Other than the situation provided in paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance. The Company shall also specify the period during which shareholders may seek assistance from the Company and other relevant matters.
Article VII (The chair and non-voting participants of a shareholders' meeting)
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 managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders' meetings convened by the board of directors be chaired by the 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, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
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Article VIII (Documentation of a shareholders' meeting by audio or video)
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders' meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders' meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article IX
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. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
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. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a
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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.
Article X (Discussion of proposals)
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 of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article XI (Shareholder speech)
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. If the content of the speech does not match the record on the speaker's slip, the content of the speech 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 shareholders are speaking at the meeting, others may not interrupt without the consent of the chair and the speaking shareholder; violators will be stopped by the chair.
When a corporate shareholder appoints more than one representative to attend a shareholders' meeting, only one representative may speak for each proposal.
After a shareholder has spoken, the chairperson may respond personally or designate a relevant person to reply.
After an attending shareholder has spoken, the chair may respond in person or direct
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relevant personnel to respond. Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article XII (Calculation of voting shares and recusal system)
Voting at a shareholders' meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article XIII
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. However, such shareholder shall be deemed 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
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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. However, this does not apply if a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail.
When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. 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. If any one among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.
When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
The scrutineers and vote counters for the voting on proposals shall be designated by the chairperson; provided that the scrutineers shall be shareholders.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have
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registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article XIV (Election Matters)
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 recording shall be retained until the conclusion of the litigation.
Article XV
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.
The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the
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requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting online.
Article XVI (Public disclosure)
On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform.
The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the 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 XVII (Maintaining order at the meeting place)
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 XVIII (Recess and resumption of a shareholders' meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting
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within five days in accordance with Article 182 of the Company Act.
Article XIX (Disclosure of information at virtual meetings)
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article XX (Location of the chair and secretary of virtual-only shareholders' meeting)
When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article XXI (Handling of disconnection)
In the event of a virtual shareholders' meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postponed or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders' meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue, and not
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postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under the second paragraph.
Article XXII (Handing of digital divide)
When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. Other than the situation provided in paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance. The Company shall also specify the period during which shareholders may seek assistance from the Company and other relevant matters.
Article XXIII (Miscellaneous)
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.
Article XXIV
These Rules were established on 5 October 1992. The first amendment was made on 11 June 1998. The second amendment was made on 17 June 2002. The third amendment was made on 16 June 2011. The fourth amendment was made on 17 June 2013. The fifth amendment was made on 22 June 2020. The sixth amendment was made on 22 July 2021. The seventh amendment was made on 21 June 2022. The eighth amendment was made on 19 June 2023.
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Appendix III Articles of Incorporation
China Glaze Co., Ltd.
Articles of Incorporation
Chapter I General Principles
Article I The Company is organized in accordance with the Company Act and is named China Glaze Co., Ltd.
Article II The Company operates the following businesses:
I. C901010 Ceramic and Ceramic Product Manufacturing.
II. C901020 Glass and Glass Products Manufacturing.
III. C801990 Other Chemical Materials Manufacturing.
IV. C802200 Coating, Paint, Dye and Pigment Manufacturing.
V. ZZ99999 Business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article III The Company is located in Hsinchu County and may set up domestic or overseas branches as required through board resolution.
Article IV The Company makes public announcements in accordance with Article 28 of the Company Act.
Article V The Company's investment may exceed 40% of its paid-in capital and the board of directors is authorized to execute the investment.
Article VI When the Company needs to provide endorsement or guarantee for any third party due to business, it shall be in accordance with the Company's Procedure for Loaning of Funds, Endorsement and Guarantee.
Chapter II Shares
Article VII The Company's total capital is NT$2,300,000, divided into 230,000,000 shares with face value of NT$10 per share. The board of directors is authorized to issue the shares through multiple issuances in accordance with the Company's actual needs.
Article VIII All of the Company's shares are registered shares and shall be affixed with the signatures or seals of the directors representing the Company and issued following certification by a certifying bank in accordance with the law. No share certificate needs to be printed. However, registration shall be made with a centralized securities custodian institution.
Article IX Deleted
Article X The Company shall process shareholder services such as share transfer, pledge creation, loss declaration, succession, donation, loss declaration or change of specimen seal or change of address in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies, unless otherwise provided by law or securities regulations.
Chapter III Shareholders' meeting
Article XI Share transfer registration shall be suspended during a period of 60 days before each general shareholders' meeting, 30 days before each extraordinary shareholders' meeting and 5 days before the record date for the Company's decision for distribution of dividend, bonus or other interest.
Article XII The Company's shareholders' meetings are divided into general shareholders' meetings and extraordinary meetings. General meetings are held at least once a year within 6 months from the end of each accounting year. Notice shall be given to each shareholder 30 days in
advance. Extraordinary meetings are held as required and notice shall be given to each shareholder 15 days in advance.
The notice under the preceding paragraph shall specify the date location and agenda of the meeting. Unless otherwise provided in the Company Act, shareholders' meetings are convened by the board of directors.
Electronic voting in shareholders' meetings is one of the channels for shareholders of the Company to exercise voting rights. Relevant procedures shall be in accordance with the requirements of the competent authority.
The Company may hold virtual shareholders' meetings or in any other manner publicly announced by the central competent authority.
Article XIII Any shareholder who cannot attend a shareholders' meeting may issue a proxy printed by the Company, specifying the scope of authorization, to designate a representative to attend the meeting on its behalf. Unless otherwise provided in the Company Act, shareholder participation through representative shall be in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.
Article XIV Unless otherwise provided by law, shareholders' meetings of the Company shall be carried out in accordance with the Rules of Procedure for Shareholders' Meetings.
Article XV Unless otherwise provided by law, shareholders of the Company are entitled to one voting right per share.
Article XVI Unless otherwise provided by the Company Act, shareholder resolutions shall be approved by shareholders attending the majority of voting rights represented in a meeting that is attended by shareholders representing the majority of all Issued Shares.
Article XVII Matters determined in shareholders' meetings shall be recorded in minutes, affixed with the signature or seal of the meeting chair, and distributed to each shareholder within 20 days from the meeting. The distribution of minutes under the preceding paragraph may be done through public announcement.
Minutes shall be kept in the Company in accordance with Article 183 of the Company Act together with the attendance book and proxies.
Chapter IV Directors and Audit Committee
Article XVIII The Company has 5 to 9 directors, to be elected by the shareholders' meeting from a list of candidates under the candidate nomination system under Article 192-1 of the Company Act and serving terms of 3 years. The same person may be re-elected upon expiry of the term. The total number of registered shares of the Company to be held by all directors shall be in accordance with the standard required under the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the competent authority.
Article XVIII-1 Among the number of directors in the preceding article, the number of independent directors shall not be less than 3 and shall represent less than 1/5 of all board seats. The professional qualification, shareholding, restriction on other positions, nomination and election manners and other compliance matters about independent directors shall be in accordance with applicable regulations of the security's competent authority.
The Company's board of directors may set up functional committees. The qualifications of their members, the exercise of their duties and relevant matters shall be further established by the board of directors in accordance with applicable laws and regulations.
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The Company has an audit committee to perform duties in lieu of supervisors. The Audit Committee is composed of all independent directors. There shall be at least three members, among which one shall be the convener. The exercise of their duties and relevant matters shall be further established by the board of directors in accordance with applicable laws and regulations.
Article XIX
The directors make up the board of directors. One chairman shall be elected by the directors from among themselves through approval by the majority of directors attending a meeting that is attended by 2/3 or more directors. The chairman serves as the chair for shareholders' meetings and board meetings and acts as the Company's representative.
Article XX
The first meeting of each term of board of directors shall be convened in accordance with Article 203 of the Company Act. Other board meetings shall be convened by the chairman, who shall also chair the meetings.
To convene a board meeting, the agenda shall be specified and a notice shall be sent to each director 7 days in advance. To convene a board meeting, the agenda shall be specified and a notice shall be sent to each director 7 days in advance, provided that a meeting may be convened at any time in case of emergency.
The notice under the preceding paragraph may be given in writing, by fax or by email.
Unless otherwise provided in the Company Act, resolutions shall be approved by the majority of directors attending a meeting that is attended by the majority of all directors. Any director who cannot attend a board meeting may issue a proxy in accordance with Article 205 of the Company Act to designate another director to attend the meeting on his/her behalf, provided that a director shall represent no more than one other director.
When a board meeting is held through video conference, directors attending the meeting through video conference shall be deemed to have attended the meeting in person.
Article XXI
Deleted.
Article XXII
The board of directors is authorized to determine the remuneration for directors of the Company in accordance with the level of directors' participation in the Company's operation and the value of their contribution, as well as the common standard of the same industry.
Directors of the Company may claim travel expenses in accordance with the actual situation.
Chapter V
Managers
Article XXIII
The Company may have several presidents and vice presidents, the hiring and dismissal of which shall be in accordance with Article 29 of the Company Act.
Chapter VI
Accounting
Article XXIV
The Company's accounting year is from 1 January to 31 December of each year. The board of directors shall prepare the following statements at the end of each accounting year, which shall be approved by the general shareholders' meeting in accordance with the law.
I. Business report.
II. Financial statements.
III. Profit distribution or loss compensation proposal.
Article XXV
(Employee Remuneration and Director Remuneration)
If the Company has profit in a year, no less than 3% shall be provisioned as employee remuneration (in which no less than 0.5% shall be distributed to frontline employees.) in form of stock or in cash through board resolution. When the Company distributes employee remuneration in stock through board resolution under the preceding paragraph, it may be resolved simultaneously to issue new shares or for its own shares to be purchased. The
target of distribution includes employees of subsidiaries who meet certain conditions. The board of directors is authorized to determine the terms and manner of transfer.
The Company may provision no more than 3% of the amount of the above profit as director remuneration through board resolution. Employee remuneration and director distribution proposals shall be reported to the shareholders' meeting.
However, if the Company still has accumulated losses, a provision shall first be made to compensate the losses before provision can be made for employee and director remuneration in accordance with the ratios under the preceding paragraph.
Article XXV-1 (Shareholder bonus and dividend policy)
The Company's profit distribution or loss compensation shall be made at the end of each accounting year.
If the Company has profit in an annual closing, after taxes are paid in accordance with the law and accumulated losses are compensated, 10% shall be provisioned as legal surplus reserve, except if the amount of legal surplus reserve has reached the paid-in capital of the Company. Then special surplus reserve shall be provisioned or recycled in accordance with the law. When the Company provisions legal surplus reserve in accordance with the law, if there is any amount of shortfall in the provision of "net increase in fair value of investment-type real property accumulated from previous period" and "net decrease in other interest accumulated from previous period", special surplus reserve in the same amount shall first be provisioned from the Retained earnings at the end of the previous paragraph before profit distribution. If any shortfall remains, further provision shall be made from the amount of net profit after tax in the current period plus the amount other than net profit after tax in the current period that is included in the Retained earnings in the current period. The remaining amount, if any, together with accumulated Retained earnings, shall be subject to a profit distribution proposal to be made by the board of directors and submitted to the shareholders' meeting for resolution to distribute shareholder dividend/bonus.
The dividend policy of the Company takes into account current and future development plans, investment environment, funding requirements, domestic and overseas competition and shareholder interest. 10% of the dividend distributed in the current year will be issued as cash dividend, provided that the actual issuance ratio shall depend on the actual profit and operating status of the current year and shall be subject to approval by the shareholders' meeting.
Chapter VII Miscellaneous
Article XXVI Anything that is not stipulated in these Articles of Incorporation shall be governed by the Company Act and applicable laws.
Article XXVII These Articles of Incorporation were established on November 12, 1974.
The first amendment was made on 5 May 1976.
The second amendment was made on 27 May 1977.
The third amendment was made on 20 June 1980.
The fourth amendment was made on 5 November 1982.
The fifth amendment was made on 5 May 1986.
The sixth amendment was made on 10 November 1986.
The seventh amendment was made on 10 July 1991.
The eighth amendment was made on 20 June 1992.
The ninth amendment was made on 16 June 1993.
The tenth amendment was made on 4 June 1994.
The eleventh amendment was made on 11 April 1995.
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The twelfth amendment was made on 3 June 1997.
The thirteenth amendment was made on 11 June 1998.
The fourteenth amendment was made on 11 June 1998.
The fifteenth amendment was made on 15 June 1999.
The sixteenth amendment was made on 22 June 2000.
The seventeenth amendment was made on 22 June 2000.
The eighteenth amendment was made on 22 June 2001.
The nineteenth amendment was made on 17 June 2002.
The twentieth amendment was made on 26 June 2003.
The twenty-first amendment was made on 9 June 2006.
The twenty-second amendment was made on 22 June 2009.
The twenty-third amendment was made on 9 June 2010.
The twenty-fourth amendment was made on 21 June 2012.
The twenty-fifth amendment was made on 17 June 2013.
The twenty-sixth amendment was made on 22 June 2014.
The twenty-seventh amendment was made on 22 June 2016.
The twenty-eighth amendment was made on 22 June 2017.
The twenty-ninth amendment was made on 22 July 2019.
The thirtieth amendment was made on 22 July 2021.
The thirty-first amendment was made on 21 June 2022.
The thirty-second amendment was made on June 19, 2025.
China Glaze Co., Ltd.
Chairman: Tsai, Hsien-Lung
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Appendix IV Director Shareholding Status
I. As of April 25, 2026, the Company currently has a total of 167,041,937 Issued Shares. In accordance with Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum shareholding by all directors of the Company is 10,022,516 shares.
II. The shareholding conditions of individual and all directors of the Company are indicated in the table below:
Record Date: April 25, 2026
| Title | Name | No. of Shares Held | Shareholding Ratio |
|---|---|---|---|
| Independent Director | Lai, Hui-Wen | 136,250 Shares | 0.08% |
| Independent Director | Liu, Wei-Jen | 0 Share | 0.00% |
| Chairman | Tsai, Hsien-Lung | 7,697,178 Share | 4.61% |
| Director | Tsai, Sung-Yu | 4,123,196 Share | 2.47% |
| Director | Tsai, Yu-Chieh | 2,590,863 Share | 1.55% |
| Director | Tsai, Yi-Chih | 4,090,057 Share | 2.45% |
| Director | Tsai, Kun-Ta | 3,696,000 Share | 2.21% |
| Director | Chang, Hui-Chun | 0 Share | 0.00% |
| Total All Directors | 22,333,544 Share | 13.37% |