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Cleanaway — AGM Information 2026
Apr 24, 2026
52740_rns_2026-04-24_f342f77b-c689-485a-96f9-25553e498203.pdf
AGM Information
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CLEANAWAY
Stock Code: 8422
Cleanaway Company Limited
2026 Annual General Shareholders’ Meeting
Meeting Handbook
Means: Physical Shareholders’ Meeting
Date and Time: 9:00 a.m. on Wednesday, May 27, 2026
Location: 2F, No. 434, Gangshan Road, Gangshan District, Kaohsiung City, Taiwan (Gangshan Farmers’ Association)
Table of Contents
I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
Report Items ... 3
Ratification Items ... 4
Discussion Items ... 5
Extemporary Motions ... 5
III. Attachments
1. 2025 Business Report ... 6
2. 2025 Audit Committee’s Review Report ... 11
3. The Implementation of Issuing the Domestic 1st and 2nd Unsecured Convertible of Corporate Bonds ... 12
4. Report on the Implementation Results of the Plan to Use Part of the Funds Raised for Reinvestment in Da Chuang Green Energy ... 13
5. Independent Auditors’ Report and 2025 Parent Company Only Financial Statements ... 14
6. Independent Auditors’ Report and 2025 Consolidated Financial Statements ... 24
7. 2025 Earnings Distribution Statement ... 34
8. Comparison Table of the Articles Before and After the Amendment of the “Procedures for Asset Acquisition & Disposal” ... 35
IV. Appendices
1. Articles of Incorporation ... 40
2. Rules of Procedure for Shareholders’ Meetings ... 46
3. Shareholdings of All Directors ... 55
1
Cleanaway Company Limited
Procedure for the 2026 Annual General Shareholders’ Meeting
I. Call Meeting to Order
II. Chairperson’s Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Extemporary Motions
VII. Adjournment
2
Cleanaway Company Limited
Meeting Agenda for the 2026 Annual General Shareholders’ Meeting
Means: Physical Shareholders’ Meeting
Date and Time: 9:00 a.m. on Wednesday, May 27, 2026
Location: 2F, No. 434, Gangshan Road, Gangshan District, Kaohsiung City, Taiwan (Gangshan Farmers’ Association)
I. Call Meeting to Order (Report the number of shares in attendance)
II. Chairperson’s Remarks
III. Report Items
(I) 2025 Business report.
(II) 2025 Audit Committee’s review report.
(III) Report on 2025 employees’ and directors’ remuneration.
(IV) Report on the distribution of cash dividends and cash payments from capital surplus in the fiscal year 2025.
(V) Report on the implementation of issuing the Company’s domestic 1st and 2nd unsecured convertible corporate bonds.
(VI) Report on the implementation results of the plan to use part of the funds raised for reinvestment in Da Chuang Green Energy Co., Ltd.
IV. Ratification Items
(I) 2025 Business report and financial statements.
(II) 2025 Earnings distribution.
V. Discussion Items
(I) Amendments to the Company’s “Procedures for Asset Acquisition & Disposal.”
VI. Extemporary Motions
VII. Adjournment
Report Items
(I) 2025 Business report.
Explanatory Notes:
2025 Business report, please refer to Attachment 1 on page 6 to 10 of this handbook.
(II) 2025 Audit Committee’s review report.
Explanatory Notes:
2025 Audit Committee’s Review Report, please refer to Attachment 2 on page 11 of this handbook.
(III) Report on 2025 employees’ and directors’ remuneration.
Explanatory Notes:
-
The Company’s profit for the year 2025 is NT$ 1,698,103,438 (i.e., Pretax profit of NT$ 1,615,984,820 plus proposed Director compensation of NT$ 37,400,000 and Employee compensation of NT$ 44,718,618), with no accumulated losses.
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In accordance with Article 26 of the Company’s Articles of Incorporation, it is proposed to allocate Director compensation of NT$ 37,400,000, accounting for approximately 2.20% of profits, and Employee compensation of NT$ 44,718,618, accounting for approximately 2.63% of profits (of which Employee compensation for grassroots employees is NT$ 11,179,655, accounting for 25% of the total Employee compensation and approximately 0.66% of profits). All payments will be made in Cash, and the recipients of Employee compensation include employees of subsidiaries who meet certain criteria.
(IV) Report on the distribution of cash dividends and cash payments from capital surplus in the fiscal year 2025.
Explanatory Notes:
-
The Company intends to allocate NT$ 1,356,648,145 from the distributable earnings of the year 2025 to be distributed to shareholders, with a cash dividend of NT$ 1 per share. In addition, the Company plans to allocate NT$ 271,329,629 from the capital surplus arising from the issuance of common stock in excess of par value to be distributed to shareholders, with a cash distribution of NT$ 0.2 per share, bringing the total cash distribution to NT$ 1.2 per share.
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The Cash dividend for this distribution is calculated and rounded down to the nearest NT$, with any amount less than one NT$ being disregarded. The Total of the fractional amounts less than one NT$ will be adjusted according to the order of the decimal digits from largest to smallest and the sequence of shareholder account numbers from first to last, until the Total Cash dividend distribution amount is met.
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In the event that any future changes in the Company’s capital stock affect the total number of outstanding shares, resulting in a change in the shareholders’ dividend distribution rate, the Chairman is fully authorized to handle all related matters regarding such changes.
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To handle matters related to the distribution of Cash dividend from the 2025 earnings and the distribution of Capital surplus in Cash, it is proposed to authorize the Chairman to set the ex-dividend date and to fully handle all related distribution matters.
(V) Report on the implementation of issuing the Company’s domestic 1st and 2nd unsecured convertible corporate bonds.
Explanatory Notes:
Report on the implementation of issuing the Company’s domestic 1st and 2nd unsecured convertible corporate bonds, please refer to Attachment 3 on page 12 of this handbook.
(VI) Report on the implementation results of the plan to use part of the funds raised for reinvestment in Da Chuang Green Energy Co., Ltd.
Explanatory Notes:
This is in accordance with the letter No. 1130368437 issued by the Financial Supervisory Commission on January 16, 2025. Our company conducted its first domestic unsecured convertible bond issuance in the fiscal year 2022, with part of the raised funds allocated for the investment plan in Da Chuang Green Energy. The actual effectiveness of the implementation will be reported quarterly to the Board of Directors for oversight and will also be presented in the shareholders’ meeting report. Please refer to Attachment 4 on page 13 of this handbook.
Ratification Items
Item 1: (Proposed by the Board of Directors)
Cause: 2025 Business report and financial statements.
Explanatory Notes:
-
The Business report for the year 2025 has been completed. Please refer to Attachment 1 on page 6 to 10 of this handbook.
-
The parent company only and consolidated financial statements of the Company for the year 2025 have been completed and audited by the CPAs Shih Chin-Chuan and Chiu Yung-Ming of Deloitte Taiwan. For the auditors’ reports and the aforementioned financial statements, please refer to Attachment 5 on page 14 to 23 and Attachment 6 on page 24 to 33 of this handbook.
Resolution:
Item 2: (Proposed by the Board of Directors)
Cause: 2025 Earnings distribution.
Explanatory Notes:
For the earnings distribution statement for the year 2025 of the Company, please refer to Attachment 7 on page 34 of this handbook.
Resolution:
Discussion Items
Item 1: (Proposed by the Board of Directors)
Cause: Amendments to the Company’s “Procedures for Asset Acquisition & Disposal.”
Explanatory Notes:
In line with the change of the Company’s Stock Par value, certain articles of the Company’s “Procedures for Asset Acquisition & Disposal” have been amended. For a comparison table of the articles before and after the amendment, please refer to Attachment 8 on page 35 to 39 of this handbook.
Resolution:
Extemporary Motions
Adjournment
5
Attachment 1
Cleanaway Company Limited Business Report
(I) Business strategies and implementation
In 2025, the global economic market remains in a period of high uncertainty and structural transformation. The rapid evolution of artificial intelligence technology is also accelerating industrial restructuring. Changes in international political situations and tariff policies have further highlighted the trend of global supply chain reshaping. At the same time, the pressure of energy transition and the tightening of carbon governance regulations are posing challenges to corporate operations. However, with the deepening application of digital technology and the accelerated promotion of green transformation, structural growth opportunities are also being created for the environmental protection industry.
Since 2018, the Company has proactively established an intelligent environmental protection command center, applying digital technologies such as artificial intelligence and image recognition to environmental service scenarios. This has enabled remote intelligent and systematic management across the entire plant, accelerating the digital transformation of the environmental protection industry. By establishing new business models and adding value through information technology, we have successfully changed existing transaction and operation models, reduced reliance on offline operations, and minimized cumbersome paper-based processes to enhance management and operational efficiency. In addition, to further strengthen the transparency and digital management of waste logistics, the Company has implemented comprehensive waste traceability management, ensuring that every piece of waste – from source Clean-up and transport to final disposal – is recorded with a complete and traceable digital footprint. Through system data reconciliation and full-process monitoring, the Company can rigorously ensure compliance and safety at every stage. Furthermore, by leveraging digital value-added services, we have enhanced operational risk control, successfully building a digitally resilient green supply chain for both our clients and the Company.
Cleanaway continues to follow its recent operational strategies, deepening its vertical integration in the environmental protection and circular economy sectors, and actively expanding the breadth and depth of waste disposal across Taiwan. To enhance the Group's diversified channels for treatment and resource utilization, the Company continues to promote the zero-coal steam boiler for the fully circular recycled paper mill, the SRF (Solid Recovered Fuel) power plant, as well as businesses related to converting waste into recycled aggregates and low-carbon concrete. Starting from 2025, the Company has further expanded into the operation and construction of municipal incinerators by securing the "Kaohsiung City AI Smart High-Efficiency Incinerator BOT Project," thereby establishing comprehensive solutions from industrial waste to municipal waste. In terms of
environmental remediation, the Company applies patented technologies to assist with environmental pollution remediation at several major domestic construction sites. Meanwhile, in response to the national energy transition policy, the Group is also actively investing in green power development, closely integrating corporate growth with green energy sustainability through the deployment of fishery-solar hybrid solar power projects.
In terms of equity investments in investee companies, each plant is dedicated to optimizing the efficiency and technology of waste recycling / resource utilization, as well as strengthening diversified treatment methods to contribute to Cleanaway’s investment returns. Chung Tai Resource Technology Corp.’s large-scale new production capacity officially commenced commercial operation in 2022, contributing to the group, and the planning for the second phase of the project has been initiated. COWIN (formerly Cleanaway SUEZ)’s Da-fa Industrial Waste disposal plant has completed the construction of its second-phase incineration facility and is currently undergoing trial operation. Top-Comment Resource Circular Recycled Paper Mill is planning to develop renewable energy and steam boilers, and has obtained its operating permit in July 2025, officially commencing commercial operation to assist industries in achieving net zero transformation. Da Yuan (formerly Cleanaway Energy)’s SRF power plant in Guanyin, Taoyuan, began construction in July 2023 and is expected to be completed by the end of 2026. Chase Sustainability Technology integrates digital system platforms with sustainability management consulting, embedding intelligence and sustainability into corporate operations. It assists enterprises in defining key sustainability issues, inventorying various ESG data, and planning strategic approaches and practical solutions for major impact points. By introducing sustainable methodologies such as zero carbon and zero waste, it provides enterprises and supply chain partners with one-stop intelligent sustainability solutions, which have already gained recognition and positive response from many clients.
(II) Analysis of financial revenue and profitability (Consolidated Financial Statements)
The consolidated operating revenue of the Company and its subsidiaries for 2025 was NT$ 4,779,815 thousand, representing a decrease of 7.53% compared to NT$ 5,168,906 thousand in 2024. After deducting operating costs and operating expenses, the consolidated net operating profit amounted to NT$ 1,940,430 thousand, an increase of NT$ 501,476 thousand or 34.85% compared to 2024. The decrease in revenue was mainly due to a reduction in income from Contaminated and illegal dump sites cleanup (excavation) projects in 2025. The increase in net operating profit was primarily attributable to a significant decrease in both excavation income and costs in 2025, while income from other categories increased slightly and other costs and expenses remained relatively unchanged.
7
| Item | 2025 | 2024 | |
|---|---|---|---|
| Financial structure | Liability to asset ratio (%) | 57.30 | 63.15 |
| Long-term capital to fixed asset ratio (%) | 140.54 | 113.87 | |
| Solvency | Current ratio (%) | 211.83 | 75.09 |
| Quick ratio (%) | 208.35 | 72.75 | |
| Profitability | Return on assets (ROA) (%) | 7.43 | 7.33 |
| Return on equity (ROE) (%) | 16.89 | 16.56 | |
| Net income ratio (%) | 29.87 | 22.73 | |
| Basic earnings per share (NT$) | 1.29 | 1.07 (Note 2) |
Note 1: This table is prepared by the Company based on the consolidated financial statements audited and certified by CPAs.
Note 2: As the Company changed the par value of its shares in 2025, the par value per share was changed from NT$10 to NT$1. Therefore, this value is the basic earnings per share for 2024 after retrospective adjustment in the consolidated financial statements for 2025.
(III) Research and development
During the period from 2017 to 2018, the Company obtained three Republic of China patent certificates for the "Waste Residue Discharge Device" and "Waste Heat Treatment Device" developed for mercury-contaminated soil. At the same time, our R&D team conducted research on treatment methods for oil-contaminated soil and obtained two Republic of China patent certificates for the "Soil Scrubbing Device" and "Soil Oil Floatation Device." In 2019, we obtained two Republic of China patent certificates for the "Volatile Organic Compound Wastewater Treatment System," which was developed for the treatment of highly challenging wastewater. We have continued to deepen and refine our pollution remediation technologies, and in 2023 and 2024, we obtained Taiwan and US patent certificates for the "High Concentration Contaminated Soil Deep Cleaning Remediation Technology." Furthermore, we have invested in the development of waste recycling technologies and obtained a patent certificate for the "Recycling Method for All Types of Lithium Batteries" in 2024.
In addition, the Company's equity investment in Chase Sustainability Technology has obtained two Republic of China patent certificates in 2020 for the "Smart Waste Evacuation Method" and the "Waste Smart Solvation Method." In 2021, it obtained patents for the "Smart Internet of Things (IoT) System for Infectious Waste," "Inventory Management System (Image Recognition)," "Optical Sensing Device and Inventory Management System," "Waste Full Lifecycle Tracking and Processing System," "Waste Management Platform and Its Service Integration Method," and "Waste Ecosystem Management system." In 2022, it obtained a patent for the "Waste Full Lifecycle Tracking and Processing Method and System." In 2023, the Sustainability Service Platform obtained a total of fourteen Republic of China patent certificates, including the "Electronic Device for Evaluating Climate Risks in a Specific Region and for Evaluating the Impact of a Climate Event on a Specific Region," "Method for Automatic Text Generation and Its Electronic Device," "Electronic Device for Automatic Text Generation and for Text Modification," and "Electronic Device for Evaluating the Content of a Sustainability Report." In 2025, the Company will further expand into the field of energy management and efficiency optimization and has already
filed patent applications for technologies related to energy diagnostics. In the future, the research team will continue to leverage practical experience to further expand the Company's research and development in pollution treatment methods for different types of pollutants, as well as the integration and application of environmental protection and information technology.
On the other hand, our company is also conducting research related to incineration treatment, recycled aggregate, and photovoltaic panel recycling technologies. We aim to continuously deepen our presence in the fields of incineration treatment, waste recycling / resource utilization, and decommissioning of new energy equipment, thereby expanding the scope of circular economy applications. By integrating thermal treatment technologies, the development of reusable materials, and photovoltaic module dismantling and recycling technologies, we enhance the effectiveness of waste reduction and resource regeneration. This allows us to diversify our waste disposal and reuse approaches, providing customers with more comprehensive and cost-effective waste disposal and resource utilization services.
(IV) Environmental Sustainability
Cleanaway has spared no effort in sustainable management, accumulating a wealth of operational achievements over the years and compiling these results into sustainability reports. In 2024, the Company's Sustainability Report once again received the TCSA Corporate Sustainability Report "Service Industry Category I - Gold Award," marking an outstanding record of winning for five consecutive years. The group not only implements the concept of sustainability in its business practices but also upholds the original intention of "from within to the outside, taking root in society," promoting a series of environmental education activities such as "Project WASTE" and "Empowerment Workshop," allowing environmental awareness to take root in both society and campuses. In 2025, the Company made a significant breakthrough in the field of social participation, winning the Kaohsiung City Social Education Contribution Award (Group Award) and representing Kaohsiung City in the national selection, ultimately receiving the Ministry of Education Social Education Contribution Award (Group Award). As the only corporate representative among the award-winning units that year, Cleanaway demonstrated its deep expertise in environmental protection and its long-term influence in implementing social education.
Circular economy is an international industrial trend and also the core development strategy of Cleanaway Group. Our company is committed to breaking the heavy environmental burden caused by the traditional linear economy. We position ourselves as an environmental protection service provider, redefining the value of waste and resources, and offering integrated solutions for environmental issues to various enterprises and organizations. Starting from the point of waste clearing, the Group precisely implements waste stream management. Through systematic planning and design, we assist clients in properly collecting and recycling waste generated during their processes, sending only non-reusable residues for final landfilling. In this way, we build a comprehensive circular economy ecosystem.
9
In response to the global challenges posed by climate change, Cleanaway actively aligns with international carbon reduction trends and Taiwan's net zero emission targets. The Company has incorporated Greenhouse gas management into the core of its long-term operational strategy and has fully implemented the ISO 14064-1 third-party Greenhouse gas emission verification mechanism to establish a verifiable and consistent emissions data foundation. This serves as the basis for planning concrete carbon reduction pathways and phased targets. On the execution front, the Company simultaneously enhances energy efficiency, strengthens the integration of energy and resource recycling, expands the application of low-carbon alternative fuels, and promotes the development of biomass energy. These efforts continuously reduce the environmental impact of operations. Through institutionalized carbon management and technological optimization, Cleanaway improves operational resilience and efficiency, ensuring that corporate growth and environmental responsibility are compatible, and steadily fulfills its commitment to sustainable development.
Chairman: Yang, Ching-Hsiang
General Manager: Yang, Yung-Fa
Accounting Supervisor: Hong, Ping-Cheng
10
Attachment 2
Cleanaway Company Limited Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 business report, financial statements, and the proposal for earnings distribution. The financial statements have been audited and issued by Deloitte Taiwan, which has issued an audit report. The aforementioned business report, financial statements, and earnings distribution proposal have been reviewed by our Audit Committee and are deemed to be in compliance with the relevant provisions of the Securities and Exchange Act and the Company Act. Hereby presented for review.
To
2026 Annual General Shareholders’ Meeting of Cleanaway Company Limited
Convener of the Audit Committee:
Yang, Wen-Tsai
April 7, 2026
Attachment 3
The Implementation of Issuing the Domestic 1st and 2nd Unsecured Convertible of Corporate Bonds
| Corporate bonds categories | The domestic 1st unsecured convertible of corporate bonds | The domestic 2nd unsecured convertible of corporate bonds |
|---|---|---|
| Date of Issuance | November 22, 2022 | April 7, 2025 |
| Face value | NT$ 100 thousand only | NT$ 100 thousand only |
| Place of Issue and Trading | Taipei Exchange (OTC) | Taipei Exchange (OTC) |
| Issue price | Issued at 102.37% of the par value | Issued at 101% of the face value |
| Total Amount of Funds Raised | NT$ 2,559,196 thousand | NT$ 2,020,000 thousand |
| Total face value | NT$ 2,500,000 thousand | NT$ 2,000,000 thousand |
| interest rates | Coupon rate 0% | Coupon rate 0% |
| Term | The issuance period is five years. | |
| The expiration date is November 22, 2027. | The issuance period is five years. | |
| The expiration date is April 7, 2030. | ||
| Reason for fundraising | Repayment of bank loans, equity investments in investee companies Daiso Green Energy and to increase working capital | Repayment of bank loans |
| Method of reimbursement | Except in cases where the holders of these convertible corporate bonds convert them into the Company's common stock in accordance with Article 10 of the Issuance and Conversion Regulations, exercise the put option in accordance with Article 19 of the Issuance and Conversion Regulations, the Company redeems early in accordance with Article 18 of the Issuance and Conversion Regulations, or the Company repurchases and cancels the bonds through securities firms' business premises, the Company shall, within five business days (inclusive of the fifth business day) after the maturity date of these convertible corporate bonds, repay in cash in one lump sum to the bondholders the principal amount of the convertible corporate bonds held by them plus interest compensation (at maturity, calculated at 102.5251% of the par value of the bonds, with an effective yield of 0.5%). If the aforementioned date falls on a non-business day of the Taipei Exchange, the repayment will be postponed to the next business day. | Except in cases where the holders of these convertible corporate bonds convert them into the Company's common stock in accordance with Article 10 of the Issuance and Conversion Regulations, exercise the put option in accordance with Article 19 of the Issuance and Conversion Regulations, exercise the put option in accordance with Article 18 of the Issuance and Conversion Regulations, or the Company repurchases and cancels the bonds through securities firms' business premises, the Company shall, within ten business days (inclusive of the tenth business day) after the maturity date of these convertible corporate bonds, repay in cash in one lump sum to the bondholders the principal amount of the convertible corporate bonds held by them plus interest compensation (at maturity, calculated at 105.1010% of the par value of the bonds, with an effective yield of 1%). If the aforementioned date falls on a non-business day of the Taipei Exchange, the repayment shall be postponed to the next business day. |
| Outstanding principal | NT$ 11,800,000 thousand | NT$ 97,000,000 thousand |
| Implementation status | As of March 29, 2026 (the book closure date), a total of 125,229,769 shares of the Company's Common stock have been converted from this convertible corporate bonds. | As of March 29, 2026 (the book closure date), a total of 100,157,616 shares of the Company's Common stock have been converted from this convertible corporate bonds. |
Attachment 4
Report on the Implementation Results of the Plan to Use Part of the Funds Raised for Reinvestment in Da Chuang Green Energy
In accordance with the letter No. 1130368437 dated January 16, 2025, issued by the Financial Supervisory Commission, our company issued its First issue of unsecured convertible bonds domestically in 2022. Part of the funds raised was allocated to equity investments in investee companies, specifically for the project with Daiso Green Energy. The actual implementation and effectiveness of this project are reported quarterly to the Board of Directors for control and are also reported to the shareholders' meeting. The results of the execution of the business plan are as follows:
Unit: NT$ 1,000
| Item | Business Plan
Actual Figures
(January to December, 2025) | Business Plan
Estimated Number
(January to December, 2025) | Achievement Rate |
| --- | --- | --- | --- |
| Operating revenue | 573,857 | 449,267 | 128% |
| Net operating profit | 217,233 | 178,982 | 121% |
| Pretax profit | 94,380 | 99,478 | 96% |
As of the fourth quarter of 2025, the actual benefits were lower than the estimated benefits, mainly due to the following factors:
Paid NT$ 3 million in contract stamp tax for engineering projects in the first quarter.
Paid NT$ 5 million in Land compensation to the National Property Administration in the second quarter.
Paid NT$ 7 million in photovoltaic module recycling fees in the third quarter.
Attachment 5
Independent Auditors' Report
To Cleanaway Co., Ltd.
Audit Opinion
The Parent Company Only Balance Sheets of Cleanaway Co., Ltd. as of December 31, 2025 and 2024 and the Parent Company Only Statements of Comprehensive Income, Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows, and Notes to Parent Company Only Financial Statements (including the Summarized Remarks on Significant Accounting Policies) in from January 1 to December 31, 2025 and 2024 have been audited by the CPA firm.
Per opinions of the CPA, the Parent Company Only Financial Statements specified above have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" in all material aspects, and can be reasonably assessed to present the individual financial conditions of Cleanaway Co., Ltd. as of December 31, 2025 and 2024 and the parent company only financial performance and cash flow in from January 1 to December 31, 2025 and 2024.
Basis for Audit Opinion
We conducted our audits in accordance with the "Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants" and auditing standards. Our responsibilities under those standards are further described in the "Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements" section of this report. We have stayed independent from Cleanaway Co., Ltd. as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the Norm. We believe that the documents provided are of sufficient evidence to provide the basis for our audit report.
Key Audit Matters
The key audit matters pertain to the most important items of Cleanaway Co., Ltd's 2025 Parent Company Only Financial Statements as per the professional judgment of the CPA. These matters were addressed in our audit of the Parent Company Only Financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
Listed below are the details of the CPA's verification of the key items in Cleanaway Co., Ltd's 2025 Parent Company Only Financial Statements:
Recognition of sales revenue for the investee company using the equity method
During the fiscal year 2025, Cleanaway Co., Ltd’s subsidiary is involved in the manufacturing and sales of industrial paper. The sales volume of the subsidiary may be influenced by macroeconomic and market fluctuations, which could pressure management to meet the projected business targets. This could affect the recognition of the subsidiary’s earnings and financial under the equity method. As a result, the auditor considers the occurrence of sales revenue from the subsidiary’s products to have a material impact on the operations and has classified it as a key audit matter for the current year.
The key audit procedures conducted in regard to the aforementioned matter are as follows:
- Understood the paper sales process and evaluated related internal controls, including: confirming that all sales orders were approved by the responsible supervisor, verifying that shipping orders were approved by the responsible supervisor, and ensuring that shipping documents were cross-checked to confirm actual shipment.
- Executed detailed tests, examined revenue recognition documents, and cross-verified them with orders, export declarations, customer-signed receipts, and payment records, among other documents, to confirm that the revenue occurred.
Responsibility of the Management and the Governing Body for the Parent Company Only Financial Statements
The responsibilities of management are to prepare parent company only financial statements with fair presentation in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and maintain necessary internal controls associated with the preparation in order to ensure the financial statements are free from material misstatement arising from fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability of Cleanaway Co., Ltd. in continuing as a going concern, disclosing associated matters and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease its operations, or has no realistic alternative but to do so.
The governance bodies of Cleanaway Co., Ltd. (including Audit Committee) are responsible for supervising the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors’ report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. False expressions may be due to fraud or obvious errors. If those amounts of misstatements, either individually or in the aggregate, could reasonably be expected to influence the economic decisions of financial statements users, they are considered material.
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The CPA has made professional judgments and maintained professional vigilance in accordance with auditing standards. The CPA has also followed the following procedures:
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Identified and evaluated the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; designed and carried out appropriate countermeasures for the evaluated risks; obtained sufficient and appropriate evidence to provide a basis for our audit opinion. As fraud may involve collusion, forgery, deliberate omissions, false statements or violation of internal control, its risks outweigh those due to obvious errors.
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Obtained an understanding of internal controls relevant to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Cleanaway Co., Ltd’s internal control.
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Evaluated the appropriateness of accounting policies adopted by the management and the reasonableness of the accounting estimates and relevant disclosures.
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Based on the audit evidence obtained, to conclude on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists for events or conditions that may cast significant doubts on Cleanaway Co., Ltd’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in the notes to those statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. The CPA’s conclusion is based on the auditing evidence obtained up to the date of the report. However, future events or conditions may cause Cleanaway Co., Ltd. to cease to continue as a going concern.
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Evaluated the overall presentation, structure and content of the Parent Company Only Financial Statements (including relevant notes), and whether it adequately represents the underlying transactions and events.
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Obtained sufficient and appropriate audit evidence concerning the financial information of entities within Cleanaway Co., Ltd. to express an opinion on the Parent Company Only Financial Statements. We are responsible for the direction, supervision, and performance of the audit on the Group and the preparation of an audit opinion on Cleanaway Co., Ltd.
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 identified during our audit).
We also provide those charged with governance with a statement that we have complied with independence statement as stipulated in The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicate with them on all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with governance bodies, we determine the key audit matters within the audit of Cleanaway Co., Ltd’s parent company only financial statements for the year 2025. We describe these matters in our audit 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.
Deloitte & Touche
Shih Chin-Chuan, CPA
Chris Chiu, CPA
Securities and Futures Commission Approval No.
Tai-Cai-Zheng-Liu No. 0930128050
Financial Supervisory Commission Approval Document No.
Jin-Guan-Zheng-Shen No. 1100356048
March 11, 2026
Cleanaway Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
| Code | Asset | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 575,964 | 5 | $ 1,428,236 | 12 |
| 1136 | Financial assets at amortized cost - current (Notes 4, 8 and 30) | 2,428 | - | 2,532 | - |
| 1140 | Contract assets - current (Notes 4 and 23) | 404,816 | 3 | 421,167 | 4 |
| 1170 | Accounts receivable (Notes 4, 9, and 23) | 309,946 | 3 | 139,859 | 1 |
| 1181 | Accounts receivable - related parties (Notes 4, 23 and 29) | 5,641 | - | 8,006 | - |
| 1210 | Other receivables - related parties (Notes 4 and 29) | 749,495 | 6 | 744,174 | 6 |
| 1220 | Current tax assets (Notes 4 and 25) | 19,486 | - | 19,486 | - |
| 1330 | Inventories (Note 4) | 1,949 | - | 2,051 | - |
| 1479 | Other current assets (Note 15) | 28,984 | - | 33,702 | - |
| 1482 | Contract performance costs (Notes 4 and 23) | 18,155 | - | 3,569 | - |
| 11XX | Total current assets | 2,116,864 | 17 | 2,802,782 | 23 |
| Non-current assets | |||||
| 1510 | Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 28) | 7,963 | - | - | - |
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Notes 4, 10 and 28) | - | - | - | - |
| 1550 | Investments accounted for using the equity method (Notes 4, 5 and 11) | 7,503,663 | 61 | 7,039,099 | 57 |
| 1560 | Contract assets - non-current (Notes 4 and 23) | 342,192 | 3 | 507,077 | 4 |
| 1600 | Property, plant and equipment (Notes 4 and 12) | 1,226,176 | 10 | 817,849 | 6 |
| 1755 | Right-of-use assets (Notes 4 and 13) | 425,784 | 3 | 465,804 | 4 |
| 1760 | Net amount of investment properties (Notes 4 and 14) | 722,806 | 6 | 722,806 | 6 |
| 1840 | Deferred income tax assets (Notes 4 and 25) | 3,582 | - | 3,477 | - |
| 1915 | Advance payments for equipment (Note 15) | 1,933 | - | 3,829 | - |
| 1920 | Refundable deposits (Notes 4 and 15) | 6,868 | - | 14,076 | - |
| 1990 | Other non-current assets (Note 15) | 41,902 | - | 41,902 | - |
| 15XX | Total Non-current assets | 10,282,869 | 83 | 9,615,919 | 77 |
| 1XXX | Total Assets | $ 12,399,733 | 100 | $ 12,418,701 | 100 |
| Liabilities and Equity | |||||
| Current liabilities | |||||
| 2100 | Short-term bank loans (Note 16) | $ - | - | $ 1,250,000 | 10 |
| 2170 | Accounts payable (Note 18) | 4,087 | - | 5,208 | - |
| 2180 | Accounts payable - related parties (Note 29) | 132,137 | 1 | 112,832 | 1 |
| 2219 | Other payables (Note 19) | 458,075 | 4 | 740,489 | 6 |
| 2220 | Other payables - related parties (Note 29) | - | - | 636 | - |
| 2230 | Income tax liabilities for the current period (Notes 4 and 25) | 140,998 | 1 | - | - |
| 2280 | Lease liabilities - current (Notes 4, 13, and 29) | 19,581 | - | 18,011 | - |
| 2320 | Long-term liabilities due within one year (Note 17) | - | - | 1,938,431 | 16 |
| 2399 | Other current liabilities (Notes 4 and 19) | 1,466 | - | 250,432 | 2 |
| 21XX | Total current liabilities | 756,344 | 6 | 4,316,039 | 35 |
| Noncurrent liabilities | |||||
| 2530 | Corporate bonds payable (Notes 4 and 17) | 2,717,807 | 22 | - | - |
| 2540 | Long-term bank loans (Note 16) | 23,813 | - | 778,130 | 6 |
| 2550 | Cost provisions for plant restoration and maintenance (Notes 4, 5, and 20) | 7,708 | - | 7,469 | - |
| 2570 | Deferred income tax liabilities (Notes 4 and 25) | 2,593 | - | 1,000 | - |
| 2580 | Lease liabilities - non-current (Notes 4, 13 and 29) | 442,555 | 4 | 477,934 | 4 |
| 2640 | Net defined benefit liabilities - non-current (Notes 4 and 21) | 4,495 | - | 5,161 | - |
| 2645 | Guarantee deposits received | 931 | - | - | - |
| 25XX | Total noncurrent liabilities | 3,199,902 | 26 | 1,269,694 | 10 |
| 2XXX | Total liabilities | 3,956,246 | 32 | 5,585,733 | 45 |
| Equity (Note 22) | |||||
| Shares | |||||
| 3110 | Common Stock | 1,136,796 | 9 | 1,100,858 | 9 |
| 3130 | Bond-to-Equity Conversion Certificate | 63,304 | 1 | 17,966 | - |
| 3100 | Total capital stock | 1,200,100 | 10 | 1,118,824 | 9 |
| 3200 | Capital surplus | 2,477,925 | 20 | 1,621,119 | 13 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,875,522 | 15 | 1,758,223 | 14 |
| 3320 | Special reserves | 10,860 | - | 9,271 | - |
| 3350 | Unappropriated earnings | 2,893,571 | 23 | 2,336,391 | 19 |
| 3300 | Total retained earnings | 4,779,953 | 38 | 4,103,885 | 33 |
| Other equity | |||||
| 3410 | Exchange differences on translation of foreign operations (Notes 4 and 11) | ( 1,307 ) | - | ( 1,674 ) | - |
| 3420 | Unrealized gain or loss on financial assets at fair value through other comprehensive income (Notes 4 and 11) | ( 13,184 ) | - | ( 9,186 ) | - |
| 3400 | Total other equity | ( 14,491 ) | - | ( 10,860 ) | - |
| 3XXX | Total equity | 8,443,487 | 68 | 6,832,968 | 55 |
| Total Liabilities and Equity | $ 12,399,733 | 100 | $ 12,418,701 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Yang, Ching-Hsiang
President: Yang, Yang-Fu
Accounting Supervisor: Hong, Ping-Cheng
Cleanaway Co., Ltd.
Parent Company Only Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NT$1,000, Except Earnings Per Share (NT$1)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating revenue (Notes 4, 23 and 29) | $ 2,481,991 | 100 | $ 2,373,829 | 100 |
| 5000 | Operating costs (Notes 4, 20, 21, 24, and 29) | 1,596,021 | 64 | 2,025,056 | 85 |
| 5900 | Gross profit | 885,970 | 36 | 348,773 | 15 |
| Operating expenses (Notes 21, 24, and 29) | |||||
| 6200 | General and administrative expenses | 165,923 | 7 | 186,147 | 8 |
| 6300 | Research and development expenses | 26,361 | 1 | 27,599 | 1 |
| 6450 | Expected credit (reversal of gain) Impairment loss (Notes 4, 9, and 29) | ( 552 ) | - | 393 | - |
| 6000 | Total operating expenses | 191,732 | 8 | 214,139 | 9 |
| 6900 | Net operating profit | 694,238 | 28 | 134,634 | 6 |
| Non-operating income and expenses | |||||
| 7070 | Share of profits of Subsidiaries and Associates recognized under the equity method (Notes 4 and 11) | 940,012 | 38 | 1,116,337 | 47 |
| 7100 | Interest income (Note 29) | 10,185 | - | 7,724 | - |
| 7190 | Other revenue (Note 29) | 23,513 | 1 | 27,982 | 1 |
| 7225 | Gains on disposal of investment | - | - | 7 | - |
| 7235 | Gains on financial liabilities at fair value through profit or loss | 7,963 | - | 735 | - |
| 7510 | Interest expense (Notes 4, 24, and 29) | ( 59,967 ) | ( 2 ) | ( 67,333 ) | ( 3 ) |
| 7610 | Gain (loss) on disposal of property, plant, and equipment (Note 4) | 69 | - | ( 13,339 ) | - |
| 7630 | Foreign currency exchange gains (losses) (Note 4) | ( 28 ) | - | 42 | - |
| 7000 | Total non-operating income and expenses | 921,747 | 37 | 1,072,155 | 45 |
(Continued on next page)
(Continued from previous page)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | |
| 7900 | Pretax profit | $ 1,615,985 | 65 | $ 1,206,789 | 51 |
| 7950 | Income tax expense (Notes 4 and 25) | 157,127 | 6 | 34,656 | 2 |
| 8200 | Net profit for the current year | 1,458,858 | 59 | 1,172,133 | 49 |
| Other comprehensive income | |||||
| 8310 | Items that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plan (Notes 4 and 21) | 267 | - | 1,226 | - |
| 8330 | Share of Other comprehensive income of Subsidiaries and Associates recognized under the equity method (Notes 4 and 11) | ( 3,824 ) | - | ( 2,920 ) | - |
| 8349 | Income tax related to items not reclassified (Notes 4 and 25) | ( 54 ) | - | ( 245 ) | - |
| 8360 | Items that may be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign operations (Notes 4 and 11) | 367 | - | 1,211 | - |
| 8300 | Other comprehensive income for the period (net of tax) | ( 3,244 ) | - | ( 728 ) | - |
| 8500 | Total comprehensive income for the period | $ 1,455,614 | 59 | $ 1,171,405 | 49 |
| Earnings per share (Note 26) | |||||
| 9710 | Basic | $ 1.29 | $ 1.07 | ||
| 9810 | Dilution | $ 1.11 | $ 0.96 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman:
Yang, Ching-Hsiang
President:
Yang, Yung-Fa
Accounting Supervisor:
Hong, Ping-Cheng
Cleanaway Co., Ltd.
Parent Company Only Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NT$1,000
| Code | Capital stock | Capital surplus | Retained earnings | Overseas Operating Institutions Financial Statement Translation Exchange difference thereof | Through other comprehensive income | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock capital stock | Bend-to-Equity Conversion Certificate | Legal surplus | Legal reserve | Special reserves | Unappropriated earnings | Earnings | |||||
| S1 | Balance as of January 1, 2024 | $ 1,891,875 | $ - | $ 1,477,413 | $ 1,458,824 | $ 8,137 | $ 2,828,249 | ( $ 2,878 ) | ( $ 6,393 ) | $ 6,255,227 | |
| Earnings distribution for 2024 | |||||||||||
| B1 | Appropriation to legal reserve | - | - | - | 99,399 | - | ( 99,399 ) | - | - | - | |
| B3 | Appropriation to special reserve | - | - | - | - | 1,134 | ( 1,134 ) | - | - | - | |
| B5 | Cash dividend | - | - | - | - | - | ( 764,312 ) | - | - | ( 764,312 ) | |
| C7 | Changes in Associates Recognized under the Equity Method | - | - | 105,699 | - | - | - | - | - | 105,699 | |
| C15 | Capital surplus distributed as cash | - | - | ( 327,563) | - | - | - | - | - | ( 327,563) | |
| D1 | Net profit for the year 2024 | - | - | - | - | - | 1,172,133 | - | - | 1,172,133 | |
| D3 | Other comprehensive income after tax for 2024 | - | - | - | - | - | 1,238 | 1,211 | ( 3,177 ) | ( 720 ) | |
| I1 | Convertible corporate bonds conversion | 8,963 | 17,966 | 365,578 | - | - | - | - | - | 392,519 | |
| T1 | Changes in Associates Not Recognized According to Shareholding Ratio | - | - | - | - | - | ( 304) | ( 7) | 384 | ( 7) | |
| Z1 | Balance as of December 31, 2024 | 1,108,858 | 17,966 | 1,621,119 | 1,758,223 | 9,271 | 2,336,391 | ( 1,674) | ( 9,186 ) | 6,832,968 | |
| Earnings distribution for the year 2024 | |||||||||||
| B1 | Appropriation to legal reserve | - | - | - | 117,299 | - | ( 117,299) | - | - | - | |
| B3 | Appropriation to special reserve | - | - | - | - | 1,589 | ( 1,589) | - | - | - | |
| B5 | Cash dividend | - | - | - | - | - | ( 783,177) | - | - | ( 783,177) | |
| C5 | Arising from the equity component recognized from convertible bonds—warrants due to the issuance of convertible bonds | - | - | 92,365 | - | - | - | - | - | 92,365 | |
| C7 | Changes in Associates Recognized under the Equity Method | - | - | 309 | - | - | - | - | - | 309 | |
| C15 | Capital surplus distributed as cash | - | - | ( 335,647) | - | - | - | - | - | ( 335,647) | |
| D1 | Net profit for the year 2023 | - | - | - | - | - | 1,438,858 | - | - | 1,438,858 | |
| D3 | Other comprehensive income after tax for 2023 | - | - | - | - | - | 356 | 367 | ( 3,967 ) | ( 3,244) | |
| I1 | Convertible corporate bonds conversion | 35,938 | 45,538 | 1,102,437 | - | - | - | - | - | 1,183,713 | |
| T1 | Changes in Associates Not Recognized According to Shareholding Ratio | - | - | ( 2,878) | - | - | 31 | - | ( 31 ) | ( 2,878) | |
| Z1 | Balance as of December 31, 2023 | $ 1,134,796 | $ 63,384 | $ 2,477,925 | $ 1,875,522 | $ 10,040 | $ 2,893,571 | ($ 1,307) | ($ 13,184 ) | $ 8,443,487 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Yang, Ching-Hsiang
President: Yang, Yung-Fa
Accounting Supervisor: Hong, Ping-Ching
Cleanaway Co., Ltd.
Parent Company Only Statements of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: NT$1,000
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A10000 | Pretax profit | $ 1,615,985 | $ 1,206,789 |
| A20010 | Adjustments to reconcile income before income tax | ||
| A20100 | Depreciation expenses | 68,628 | 62,414 |
| A20400 | Gains on financial liabilities at fair value through profit or loss | ||
| ( 7,963 ) | ( 735 ) | ||
| A20900 | Interest expense | 59,967 | 67,333 |
| A21200 | Interest income | ( 10,185 ) | ( 7,724 ) |
| A22400 | The share of profits of Subsidiaries and Associates recognized under the equity method | ( 940,012 ) | ( 1,116,337 ) |
| A22500 | Disposal of property, plant, and equipment (gain) loss | ( 69 ) | 13,339 |
| A23100 | Gains on disposal of investment | - | ( 7 ) |
| A30000 | Net change in assets and liabilities related to operating activities | ||
| A31125 | Contract assets | 181,236 | 371,453 |
| A31150 | Accounts receivable | ( 170,087 ) | ( 66,002 ) |
| A31160 | Accounts receivable - related parties | 2,365 | ( 736 ) |
| A31190 | Other receivables - related parties | ( 12,235 ) | ( 24,883 ) |
| A31200 | Inventory | 102 | 140 |
| A31240 | Other current assets | 4,718 | ( 12,114 ) |
| A31280 | Contract performance costs | ( 14,586 ) | 25,893 |
| A32150 | Accounts payable | ( 1,121 ) | 2,235 |
| A32160 | Accounts payable - related parties | 19,305 | 86,769 |
| A32180 | Other payables | ( 301,784 ) | ( 63,472 ) |
| A32190 | Other payables - related parties | ( 636 ) | ( 7,473 ) |
| A32200 | Cost provisions for plant restoration and maintenance | 239 | 101 |
| A32230 | Other current liabilities | ( 248,966 ) | 248,652 |
| A32240 | Net defined benefit liability | ( 399 ) | ( 402 ) |
| A33000 | Cash inflow from operations | 244,502 | 785,233 |
| A33100 | Interest received | 9,921 | 2,185 |
| A33300 | Interest paid | ( 18,626 ) | ( 28,545 ) |
| A33500 | Income tax paid | ( 14,695 ) | ( 181,022 ) |
| AAAA | Net cash inflow from operating activities | 221,102 | 577,851 |
(continued on next page)
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00050 | Disposal of financial assets at amortized cost | $ 104 | $ 3,850 |
| B01800 | Acquisition of investments accounted for using the equity method | ( 617,500 ) | ( 16,503 ) |
| B02700 | Acquisition of property, plant, and equipment | ( 429,245 ) | ( 52,493 ) |
| B02800 | Disposal of property, plant, and equipment | 69 | 250 |
| B03700 | Increase in refundable deposits | ( 2,345 ) | ( 11,052 ) |
| B03800 | Decrease in refundable deposits | 9,553 | 25,124 |
| B04300 | Increase in Other receivables - related parties | ( 310,000 ) | - |
| B06700 | Increase in other non-current assets | - | ( 2,699 ) |
| B07100 | Increase in prepaid equipment payments | ( 1,933 ) | ( 3,829 ) |
| B07600 | Dividends received | 1,404,300 | 465,536 |
| BBBB | Net cash inflow from investing activities | 53,003 | 408,184 |
| Cash flows from financing activities | |||
| C01200 | Issuance of convertible bonds | 2,014,133 | - |
| C00100 | Increase in short-term loans | - | 1,800,000 |
| C00200 | Decrease in short-term loans | ( 1,250,000 ) | ( 1,300,000 ) |
| C01600 | Proceeds from long-term loans | 315,683 | 778,130 |
| C01700 | Repayments of long-term loans | ( 1,070,000 ) | - |
| C03000 | Increase in guarantee deposits received | 931 | - |
| C04020 | Repayment of the principal of lease liabilities | ( 18,300 ) | ( 16,160 ) |
| C04500 | Issuance of cash dividends | ( 1,118,824 ) | ( 1,091,875 ) |
| CCCC | Net Cash flows from (used in) financing activities | ( 1,126,377 ) | 170,095 |
| EEEE | Net increase (decrease) in cash and cash equivalents | ( 852,272 ) | 1,156,130 |
| E00100 | Cash and cash equivalents at beginning of year | 1,428,236 | 272,106 |
| E00200 | Cash and cash equivalents at end of year | $ 575,964 | $ 1,428,236 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Yang, Ching-Hsiang
President: Yang, Yung-Fa
Accounting Supervisor: Hong, Ping-Cheng
Attachment 6
Independent Auditors' Report
To Cleanaway Co., Ltd.
Audit Opinion
We have audited the Consolidated Balance Sheets of Cleanaway Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements (including the summarized remarks on significant accounting policies) from January 1 to December 31, 2025 and 2024.
In our opinion, the aforementioned Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of Cleanaway Co., Ltd. as of December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows from January 1 to December 31, 2025 and 2024 in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," as well as International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and effected by the Financial Supervisory Commission.
Basis for Audit Opinion
We conducted our audits in accordance with the "Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants" and auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of this report. We have stayed independent from Cleanaway Company Limited and its subsidiaries as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the Norm. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of our audit opinions.
Key Audit Matters
Key audit matters refer to the matters that, in our professional judgment, were of most significance in our audit of the 2025 Consolidated Financial Statements of Cleanaway and its subsidiaries. Such matters have been dealt with in processing the audit of the Consolidated Financial Statements as a whole, and in forming our audit opinion. As such, we do not express a separate opinion on these matters.
We have identified the key audit matters in the 2025 Consolidated Financial Statements of Cleanaway and its subsidiaries as follows:
Product Sales Revenue Occurrence
For the accounting policies and revenue composition of operating revenue, please refer to Note 4 (14) and 24 to the Consolidated Financial Statements, respectively.
In 2025, the subsidiary of Cleanaway Co., Ltd. was involved in the manufacturing and sales of industrial paper. The sales revenue from goods reached NT$415,423 thousand, which accounted for approximately 9% of the consolidated operating revenue. The management may face pressure to meet the projected business targets due to the impact of the overall economy and market fluctuations on sales performance. Consequently, the occurrence of sales revenue from goods has a significant impact on the Company's operations and includes it as a key audit matter for the current year.
The key audit procedures conducted in regard to the aforementioned matter are as follows:
- Understood the paper sales process and evaluated related internal controls, including: confirming that all sales orders were approved by the responsible supervisor, verifying that shipping orders were approved by the responsible supervisor, and ensuring that shipping documents were cross-checked to confirm actual shipment.
- Executed detailed tests, examined revenue recognition documents, and cross-verified them with orders, export declarations, customer-signed receipts, and payment records, among other documents, to confirm that the revenue occurred.
Other Matters
Cleanaway Co., Ltd. has compiled individual financial statements for 2025 and 2024, for which we have issued an unqualified audit report for reference.
Responsibility of the Management and the Governing Body for the Consolidated Financial Statements
The management's responsibility is to prepare a set Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC interpretations, and SIC interpretations endorsed and issued into effect by the Financial Supervisory Committee, and to maintain necessary internal controls in the preparation of the Consolidated Financial Statements, so as to ensure that the Consolidated Financial Statements do not contain significant misstatements, whether due to fraud or error.
In preparing the Consolidated Financial Statements, management is responsible for assessing the ability of Cleanaway Company Limited and Subsidiaries to continue as a going concern, disclosing associated matters and adopting the going concern basis of accounting, unless the management intends either to liquidate Cleanaway Company Limited and Subsidiaries, or cease its operations, or has no realistic alternative but to do so.
25
The governance bodies of Cleanaway Co., Ltd. and Subsidiaries (including Audit Committee) are responsible for supervising the preparation of the financial statements.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
The purpose of our audit on the Consolidated Financial Statements is to obtain a reasonable assurance as to whether the Consolidated Financial Statements contain material misstatement due to fraud or error, and to provide an audit report. Reasonable assurance is 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. The misstated amounts are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Consolidated Financial Statements.
The CPA has made professional judgments and maintained professional vigilance in accordance with auditing standards. The CPA has also followed the following procedures:
- Identified and evaluated the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; designed and carried out appropriate countermeasures for the evaluated risks; obtained sufficient and appropriate evidence to provide a basis for our audit opinion. As fraud may involve collusion, forgery, deliberate omissions, false statements or violation of internal control, its risks outweigh those due to obvious errors.
- Obtained an understanding of internal controls relevant to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Cleanaway Co., Ltd. and Subsidiaries’ internal control.
- Evaluated the appropriateness of accounting policies adopted by the management and the reasonableness of the accounting estimates and relevant disclosures.
- Concluded, based on the audit evidence obtained, on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists for events or conditions that may cast significant doubts on Cleanaway Co., Ltd. and Subsidiaries’ ability to continue as a going concern. If we reckon that material uncertainties exist in the events or conditions, we are obliged to include in our audit report a reminder that draws the attention of users of the Consolidated Financial Statements to relevant disclosures contained therein, or to modify our audit opinion when such disclosures are considered inappropriate. Our conclusion is based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause Cleanaway Company Limited and Subsidiaries to cease to continue as a going concern.
- Evaluated the overall presentation, structure, and content of the Consolidated Financial Statements (including relevant notes), and whether they adequately represent the underlying transactions and events.
- Obtained sufficient and appropriate audit evidence concerning the financial information of entities within Cleanaway Co., Ltd. and Subsidiaries to express an opinion on the Consolidated
26
Financial Statements. We are responsible for the direction, supervision, and performance of the audit and the preparation of an audit opinion on the Group.
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 identified during our audit).
We also provide those charged with governance with a statement that we have complied with independence statement as stipulated in The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicate with them on all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determined the key audit matters of Cleanaway Company Limited and Subsidiaries' Consolidated Financial Statements for 2025. We describe these matters in our audit 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.
Deloitte & Touche
Shih Chin-Chuan, CPA
Chris Chiu, CPA
Securities and Futures Commission Approval No.
Tai-Cai-Zheng-Liu No. 0930128050
Financial Supervisory Commission Approval Document No.
Jin-Guan-Zheng-Shen No. 1100356048
March 11, 2026
Cleanaway Co., Ltd. and Subsidiaries
Consolidated balance sheets
December 31, 2025 and 2024
Unit: NT$1,000
| Code | Asset | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 3,222,639 | 15 | $ 2,308,637 | 12 |
| 1136 | Financial assets at amortized cost - current (Notes 4, 8 and 31) | 152,927 | 1 | 92,602 | - |
| 1140 | Contract assets - current (Notes 4 and 24) | 404,817 | 2 | 421,167 | 2 |
| 1170 | Notes and accounts receivable (Notes 4, 9 and 24) | 756,211 | 3 | 1,132,652 | 6 |
| 1180 | Accounts receivable - related parties (Notes 4, 24 and 30) | 19,973 | - | 17,334 | - |
| 1210 | Other receivables - related parties (Notes 4, 24 and 30) | 2,708 | - | 2,423 | - |
| 1220 | Current tax assets (Notes 4 and 26) | 25,725 | - | 20,626 | - |
| 1330 | Inventories (Notes 4 and 10) | 49,026 | - | 63,328 | - |
| 1479 | Other current assets (Notes 16 and 31) | 436,276 | 2 | 539,675 | 3 |
| 1482 | Contract performance costs - current (Note 24) | 17,737 | - | 2,997 | - |
| 11XX | Total current assets | 5,088,039 | 23 | 4,601,441 | 23 |
| Non-current assets | |||||
| 1510 | Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 29) | 7,963 | - | - | - |
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Notes 4, 11 and 29) | - | - | - | - |
| 1535 | Financial assets at amortized cost - non-current (Notes 4, 8 and 31) | 1,858 | - | 1,858 | - |
| 1550 | Investments accounted for using the equity method (Notes 4, 5 and 13) | 1,399,109 | 6 | 1,408,170 | 7 |
| 1560 | Contract assets - non-current (Notes 4 and 24) | 342,192 | 2 | 507,077 | 3 |
| 1600 | Property, plant and equipment (Notes 4, 5, 14, 31 and 32) | 14,151,570 | 64 | 12,218,207 | 61 |
| 1755 | Right-of-use assets (Notes 4 and 15) | 1,081,366 | 5 | 1,083,630 | 5 |
| 1780 | Intangible assets (Note 4) | 22,072 | - | - | - |
| 1840 | Deferred income tax assets (Notes 4 and 26) | 39,383 | - | 37,529 | - |
| 1915 | Advance payments for equipment (Note 16) | 10,832 | - | 23,593 | - |
| 1920 | Refundable deposits (Notes 4, 16 and 31) | 59,040 | - | 71,964 | - |
| 1975 | Net defined benefit assets - non-current (Notes 4 and 22) | 883 | - | 785 | - |
| 1990 | Other non-current assets (Note 16) | 66,879 | - | 86,879 | 1 |
| 15XX | Total Non-current assets | 17,203,147 | 77 | 15,439,692 | 77 |
| 1XXX | Total Assets | $ 22,291,186 | 100 | $ 20,041,133 | 100 |
| Code | Liabilities and Equity | ||||
| Current liabilities | |||||
| 2100 | Short-term bank loans (Notes 17 and 31) | $ 410,000 | 2 | $ 2,094,919 | 11 |
| 2110 | Short-term notes payable (Note 17) | 180,000 | 1 | 50,000 | - |
| 2170 | Accounts payable (Note 19) | 47,828 | - | 57,074 | - |
| 2180 | Accounts payable - related parties (Note 30) | 23,190 | - | 15,242 | - |
| 2219 | Other payables (Note 20) | 1,040,989 | 5 | 1,184,820 | 6 |
| 2220 | Other payables - related parties (Note 30) | 90,740 | 1 | 77,382 | - |
| 2230 | Income tax liabilities for the current period (Notes 4 and 26) | 264,748 | 1 | 206,478 | 1 |
| 2280 | Lease liabilities - current (Notes 4, 15 and 30) | 51,317 | - | 51,813 | - |
| 2320 | Long-term liabilities due within one year (Notes 17, 18, and 31) | 224,313 | 1 | 2,102,959 | 11 |
| 2399 | Other current liabilities (Notes 4, 20 and 24) | 68,839 | - | 287,615 | 2 |
| 21XX | Total current liabilities | 2,401,964 | 11 | 6,128,302 | 31 |
| Noncurrent liabilities | |||||
| 2530 | Corporate bonds payable (Notes 4 and 18) | 2,717,807 | 12 | - | - |
| 2540 | Long-term bank loans (Notes 17 and 31) | 6,401,619 | 29 | 5,282,771 | 26 |
| 2550 | Cost provisions for plant (premisc) restoration and maintenance (Notes 4, 5, and 21) | 98,965 | - | 97,575 | 1 |
| 2570 | Deferred income tax liabilities (Notes 4 and 26) | 81,715 | - | 87,859 | - |
| 2580 | Lease liabilities - non-current (Notes 4, 15 and 30) | 1,062,759 | 5 | 1,053,548 | 5 |
| 2640 | Net defined benefit liabilities - non-current (Notes 4 and 22) | 4,496 | - | 5,161 | - |
| 2645 | Guarantee deposits received | 4,326 | - | 175 | - |
| 25XX | Total noncurrent liabilities | 10,371,687 | 46 | 6,527,089 | 32 |
| 2XXX | Total liabilities | 12,773,651 | 57 | 12,655,391 | 63 |
| Equity attributable to owners of the Company (Note 23) | |||||
| Shares | |||||
| 3110 | Common Stock | 1,136,796 | 5 | 1,100,858 | 6 |
| 3130 | Bend-to-Equity Conversion Certificate | 63,304 | - | 17,966 | - |
| 3100 | Total capital stock | 1,200,100 | 5 | 1,118,824 | 6 |
| 3200 | Capital surplus | 2,477,925 | 11 | 1,621,119 | 8 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,875,522 | 9 | 1,758,223 | 9 |
| 3320 | Special reserves | 10,860 | - | 9,271 | - |
| 3350 | Unappropriated earnings | 2,893,571 | 13 | 2,336,391 | 11 |
| 3300 | Total retained earnings | 4,779,953 | 22 | 4,103,885 | 20 |
| Other equity | |||||
| 3410 | Exchange differences on translation of foreign operations (Note 4) | ( 1,307 ) | - | ( 1,674 ) | - |
| 3420 | Unrealized gain or loss on financial assets at fair value through other comprehensive income (Notes 4 and 13) | ( 13,184 ) | - | ( 9,186 ) | - |
| 3400 | Total other equity | ( 14,491 ) | - | ( 10,860 ) | - |
| 31XX | Total equity attributable to owners of the Company | 8,443,487 | 38 | 6,832,968 | 34 |
| 36XX | Non-controlling interest (Note 12) | 1,074,048 | 5 | 552,774 | 3 |
| 3XXX | Total equity | 9,517,535 | 43 | 7,385,742 | 37 |
| Total Liabilities and Equity | $ 22,291,186 | 100 | $ 20,041,133 | 100 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yang, Ching-Hsiang
President: Yang, Yung-Fa
Accounting Supervisor: Hong, Ping-Cheng
Cleanaway Co., Ltd. and Subsidiaries
Consolidated statements of comprehensive income
January 1 to December 31, 2025 and 2024
Unit: NT$1,000, Except Earnings Per Share (NT$1)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | operating revenue (Notes 4, 24 and 30) | $ 4,779,815 | 100 | $ 5,168,906 | 100 |
| 5000 | Operating costs (Notes 4, 10, 21, 22, 25, and 30) | 2,240,215 | 47 | 3,141,387 | 61 |
| 5900 | Gross profit | 2,539,600 | 53 | 2,027,519 | 39 |
| Operating expenses (Notes 9, 22, 25, and 30) | |||||
| 6200 | General and administrative expenses | 567,372 | 12 | 548,608 | 10 |
| 6300 | Research and development expenses | 31,800 | - | 39,369 | 1 |
| 6450 | Expected credit (reversal gain) | ||||
| Impairment loss | ( 2) | - | 588 | - | |
| 6000 | Total operating expenses | 599,170 | 12 | 588,565 | 11 |
| 6900 | Net operating profit | 1,940,430 | 41 | 1,438,954 | 28 |
| Non-operating income and expenses | |||||
| 7060 | Share of interests of associates accounted for using the equity method (Notes 4 and 13) | 54,452 | 1 | 58,546 | 1 |
| 7100 | Interest income (Note 4) | 27,321 | 1 | 20,715 | - |
| 7190 | Other revenue | 9,762 | - | 112,559 | 2 |
| 7225 | Gains on disposal of investment | - | - | 7 | - |
| 7230 | Foreign currency exchange gains (losses) (Notes 4 and 29) | ( 10,330) | - | 24,758 | 1 |
| 7235 | Gains on financial liabilities at fair value through profit or loss | 7,963 | - | 735 | - |
| 7510 | Interest expense (Notes 25 and 30) | ( 180,165) | ( 4) | ( 150,542) | ( 3) |
| 7590 | Miscellaneous expenses | ( 7,500) | - | ( 5,890) | - |
| 7610 | Loss (gain) on disposal of property, plant, and equipment (Note 4) | 153 | - | ( 11,451) | - |
| 7000 | Total non-operating income and expenses | ( 98,344) | ( 2) | 49,437 | 1 |
| 7900 | Pretax profit | 1,842,086 | 39 | 1,488,391 | 29 |
| 7950 | Income tax expense (Notes 4 and 26) | 414,454 | 9 | 313,242 | 6 |
| 8200 | Net profit for the current year | 1,427,632 | 30 | 1,175,149 | 23 |
(continued on next page)
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8310 | Other comprehensive income | ||||
| 8311 | Items that will not be reclassified to profit or loss | ||||
| 8321 | Remeasurement of defined benefit plan (Notes 4 and 22) | $ 301 | - | $ 1,355 | - |
| 8326 | Unrealized gains or losses on equity instrument investments measured at fair value through other comprehensive income of associates (Notes 4 and 13) | 109 | - | 128 | - |
| 8349 | Income tax related to items not reclassified (Notes 4 and 26) | ( 3,967) | - | ( 3,177) | - |
| 8360 | Items that may be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign operations (Notes 4 and 13) | 367 | - | 1,211 | - |
| 8300 | Other comprehensive income for the period (net of tax) | ( 3,244) | - | ( 728) | - |
| 8500 | Total comprehensive income for the period | $ 1,424,388 | 30 | $ 1,174,421 | 23 |
| 8610 | Net income (loss) attributable to The owner of the company | $ 1,458,858 | 31 | $ 1,172,133 | 23 |
| 8620 | Non-controlling interest | ( 31,226) | ( 1) | 3,016 | - |
| 8600 | $ 1,427,632 | 30 | $ 1,175,149 | 23 | |
| 8710 | Total Comprehensive Income Attributable To The owner of the company | $ 1,455,614 | 31 | $ 1,171,405 | 23 |
| 8720 | Non-controlling interest | ( 31,226) | ( 1) | 3,016 | - |
| 8700 | $ 1,424,388 | 30 | $ 1,174,421 | 23 | |
| 9710 | Earnings per share (Note 27) | ||||
| 9810 | Basic | $ 1.29 | $ 1.07 | ||
| Dilution | $ 1.11 | $ 0.96 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yang, Ching-Hsiang President: Yang, Yung-Fa Accounting Supervisor: Hong, Ping-Cheng
Cleanaway Co., Ltd. and Subsidiaries
Consolidated statements of changes in equity
January 1 to December 31, 2025 and 2024
Unit: NT$1,000
| Code | Capital stock | Capital surplus | Retained earnings | Other equity | Non-controlling interest | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock capital stock | Bond Conversion Rights Certificate | Legal reserve | Special reserves | Unappropriated earnings | Overseas Operating Entities Financial Statement Translation Exchange difference thereof | Through other comprehensive Profit and loss at fair value | ||||||
| Value Measurement Equity instrument investment Unrealized gains and losses | ||||||||||||
| A1 | Balance as of January 1, 2024 | $ 1,091,875 | $ - | $ 1,477,413 | $ 1,658,024 | $ 6,137 | $ 2,028,249 | ($ 2,878) | ($ 6,393) | $ 6,255,227 | $ 549,758 | $ 6,606,985 |
| Earnings distribution for 2023 | ||||||||||||
| B1 | Appropriation to legal reserve | - | - | - | 99,399 | - | ( 99,399) | - | - | - | - | - |
| B3 | Appropriation to special reserve | - | - | - | - | 1,134 | ( 1,134) | - | - | - | - | - |
| B5 | Cash dividend | - | - | - | - | - | ( 764,312) | - | - | ( 764,312) | - | ( 764,312) |
| C7 | Changes in Associates recognized under the equity method | - | - | 105,699 | - | - | - | - | - | 105,699 | - | 105,699 |
| C15 | Capital surplus distributed as cash | - | - | ( 327,563) | - | - | - | - | - | ( 327,563) | - | ( 327,563) |
| D1 | Net profit for 2024 | - | - | - | - | - | 1,172,133 | - | - | 1,172,133 | 3,016 | 1,175,149 |
| D3 | Other comprehensive income after tax for 2024 | - | - | - | - | - | 1,238 | 1,211 | ( 3,177) | ( 728) | - | ( 728) |
| I1 | Convertible corporate bonds conversion | 8,983 | 17,966 | 365,570 | - | - | - | - | - | 392,519 | - | 392,519 |
| T1 | Changes in Associates Not Recognized According to Shareholding Ratio | - | - | - | - | - | ( 384) | ( 7) | 384 | ( 7) | - | ( 7) |
| Z1 | Balance as of December 31, 2024 | 1,100,858 | 17,966 | 1,621,119 | 1,758,223 | 9,271 | 2,336,391 | ( 1,674) | ( 9,186) | 6,832,968 | 552,774 | 7,385,742 |
| Earnings distribution for 2024 | ||||||||||||
| B1 | Appropriation to legal reserve | - | - | - | 117,299 | - | ( 117,299) | - | - | - | - | - |
| B3 | Appropriation to special reserve | - | - | - | - | 1,589 | ( 1,589) | - | - | - | - | - |
| B5 | Cash dividend | - | - | - | - | - | ( 783,177) | - | - | ( 783,177) | - | ( 783,177) |
| C5 | Equity component recognized from convertible bonds - arising from warrants | - | - | 92,385 | - | - | - | - | - | 92,385 | - | 92,385 |
| C7 | Changes in Associates recognized under the equity method | - | - | 509 | - | - | - | - | - | 509 | - | 509 |
| C15 | Capital surplus distributed as cash | - | - | ( 335,647) | - | - | - | - | - | ( 335,647) | - | ( 335,647) |
| D1 | Net profit (loss) for 2025 | - | - | - | - | - | 1,458,858 | - | - | 1,458,858 | ( 31,226) | 1,427,632 |
| D3 | Other comprehensive income after tax for 2025 | - | - | - | - | - | 356 | 367 | ( 3,967) | ( 3,244) | - | ( 3,244) |
| I1 | Convertible corporate bonds conversion | 35,938 | 45,338 | 1,102,437 | - | - | - | - | - | 1,183,713 | - | 1,183,713 |
| O1 | Cash capital increase of subsidiaries | - | - | - | - | - | - | - | - | - | 552,500 | 552,500 |
| T1 | Changes in Associates Not Recognized According to Shareholding Ratio | - | - | ( 2,878) | - | - | 31 | - | ( 31) | ( 2,878) | - | ( 2,878) |
| Z1 | Balance as of December 31, 2025 | $ 1,136,796 | $ 63,304 | $ 2,477,925 | $ 1,875,522 | $ 10,860 | $ 2,893,571 | ($ 1,307) | ($ 13,184) | $ 8,445,487 | $ 1,074,040 | $ 9,517,535 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yang, Ching-Hsiang
President: Yang, Yung-Fa
Accounting Supervisor: Hong, Ping-Cheng
Cleanaway Co., Ltd. and Subsidiaries
Consolidated statements of cash flows
January 1 to December 31, 2025 and 2024
Unit: NT$1,000
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A10000 | Pretax profit | $ 1,842,086 | $ 1,488,391 |
| A20010 | Adjustments to reconcile income before income tax | ||
| A20100 | Depreciation expenses | 461,544 | 364,340 |
| A20400 | Gains on financial liabilities at fair value through profit or loss | ( 7,963) | ( 735) |
| A20900 | Interest expense | 180,165 | 150,542 |
| A21200 | Interest income | ( 27,321) | ( 20,715) |
| A22300 | Share of interests of associates accounted for using the equity method | ( 54,452) | ( 58,546) |
| A22500 | Loss on disposal of property, plant, and equipment (gain) | ( 153) | 11,451 |
| A22600 | The amount of property, plant and equipment reclassified as operating expenses | 6,953 | - |
| A23100 | Gains on disposal of investment | - | ( 7) |
| A29900 | Miscellaneous expenses | - | 5,890 |
| A30000 | Net change in assets and liabilities related to operating activities | ||
| A31125 | Contract assets | 181,235 | 371,453 |
| A31150 | Notes and accounts receivable | 376,441 | ( 586,037) |
| A31160 | Accounts receivable - related parties | ( 2,639) | ( 5,220) |
| A31190 | Other receivables - related parties | ( 285) | 21,602 |
| A31200 | Inventory | 14,302 | ( 1,070) |
| A31240 | Other current assets | 104,392 | ( 272,001) |
| A31280 | Contract performance costs | ( 14,740) | 26,445 |
| A32150 | Accounts payable | ( 9,246) | ( 13,546) |
| A32160 | Accounts payable - related parties | 7,948 | 10,269 |
| A32180 | Other payables | ( 255,264) | ( 33,663) |
| A32190 | Other payables - related parties | 13,382 | ( 5,687) |
| A32200 | Cost provisions for plant (premise) restoration and maintenance | 1,390 | 685 |
| A32230 | Other current liabilities | ( 218,776) | 280,197 |
| A32240 | Net defined benefit liability | ( 462) | ( 458) |
| A33000 | Cash inflow from operations | 2,598,537 | 1,733,580 |
| A33100 | Interest received | 27,321 | 20,715 |
| A33300 | Interest paid | ( 131,823) | ( 101,323) |
| A33500 | Income tax paid | ( 369,335) | ( 437,200) |
| AAAA | Net cash inflow from operating activities | 2,124,700 | 1,215,772 |
(continued on next page)
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00040 | Acquisition of financial assets at amortized cost | ($ 60,325) | $ - |
| B00050 | Disposal of financial assets at amortized cost | - | 11,100 |
| B01800 | Acquisition of investments accounted for using the equity method | ( 15,798) | ( 76,671) |
| B02700 | Acquisition of property, plant, and equipment | ( 2,225,659) | ( 2,828,885) |
| B02800 | Disposal of property, plant, and equipment | 14,970 | 11,125 |
| B03700 | Increase in refundable deposits | ( 4,728) | ( 104,526) |
| B03800 | Decrease in refundable deposits | 17,652 | 100,415 |
| B04500 | Acquisition of Intangible assets | ( 17,817) | - |
| B06700 | Increase in other non-current assets | - | ( 9,900) |
| B07100 | Increase in prepaid equipment payments | ( 10,339) | ( 9,936) |
| B07600 | Dividends received | 73,350 | 50,266 |
| BBBB | Net cash outflow from investing activities | ( 2,228,694) | ( 2,857,012) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term loans | 270,000 | 2,389,919 |
| C00200 | Decrease in short-term loans | ( 1,954,919) | ( 1,400,000) |
| C00500 | Increase in short-term notes payable | 130,000 | - |
| C01200 | Issuance of convertible bonds | 2,014,133 | - |
| C01600 | Proceeds from long-term loans | 2,411,866 | 2,701,552 |
| C01700 | Repayments of long-term loans | ( 1,234,527) | ( 124,904) |
| C03000 | Increase in guarantee deposits received | 4,151 | - |
| C03700 | Increase in Other payables - Related parties | - | 55,000 |
| C04020 | Repayment of the principal of lease liabilities | ( 56,485) | ( 57,237) |
| C04500 | Issuance of cash dividends | ( 1,118,824) | ( 1,091,875) |
| C05800 | Cash capital increase of subsidiaries | 552,500 | - |
| CCCC | Net cash inflow from financing activities | 1,017,895 | 2,472,455 |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | 101 | 1,190 |
| EEEE | Net increase in cash and cash equivalents | 914,002 | 832,405 |
| E00100 | Cash and cash equivalents at beginning of year | 2,308,637 | 1,476,232 |
| E00200 | Cash and cash equivalents at end of year | $ 3,222,639 | $ 2,308,637 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yang, Ching-Hsiang
President: Yang, Yung-Fa
Accounting Supervisor: Hong, Ping-Cheng
Attachment 7
Cleanaway Company Limited
Earnings Distribution Statement for 2025
| Item | Unit: NT$
Amount |
| --- | --- |
| Beginning unappropriated earnings | 1,434,331,809 |
| Net income after tax for the current period | 1,458,857,912 |
| The remeasurement amount of defined benefit plans is recognized in retained earnings. | 213,214 |
| Adjustment of retained earnings due to investments accounted for using the equity method | 65,948 |
| The amount included in the unappropriated earnings of the current year, calculated by adding the net profit after tax of this period and items other than the net profit of this period. | 1,459,137,074 |
| Appropriation to legal reserve (10%) | (145,913,707) |
| Appropriation to special reserve in accordance with the law (Note 1) | (3,630,567) |
| Earnings Available for Distribution for the Current Period | 2,743,924,609 |
| Assignment Item | |
| Shareholder Cash Dividend (NT$ 1 per share) (Note 2) | (1,356,648,145) |
| Unappropriated earnings at the end of the period | 1,387,276,464 |
Note 1: In accordance with FSC Order No. 1090150022, for the year 2025, a special reserve of the same amount shall be appropriated for the net amount of other equity deductions recognized in the accounts (exchange differences on translation of foreign operations and unrealized gain or loss on financial assets at fair value through other comprehensive income).
Note 2: Calculated based on the total number of 1,356,648,145 outstanding shares of the Company as of February 28, 2026.
Chairman: Yang, Ching-Hsiang
General Manager: Yang, Yung-Fa
Accounting Supervisor: Hong, Ping-Cheng
Attachment 8
Cleanaway Company Limited
Comparison Table of the Articles Before and After the Amendment of the "Procedures for Asset Acquisition & Disposal"
| Article No. | Revised Provisions | Text Before Amendment | Reason for revision |
|---|---|---|---|
| Article 7 | Pedures for the Acquisition or Disposal of Real Estate, Equipment, or Their Right-of-use Assets | ||
| I. ~ III. Omitted | |||
| IV. Real Estate or Equipment Appraisal Report | |||
| When the Company acquires or disposes of real estate, equipment, or their right-of-use assets, except for transactions with domestic government agencies, self-development on owned land, commissioned construction on leased land, or acquisition or disposal of equipment or their right-of-use assets for business use, if the transaction amount reaches 20% of the Company's paid-in capital (if the par value per share of the Company is not NT$ 10, the aforementioned percentage of paid-in capital shall be calculated as 10% of the equity attributable to owners of the parent company) or NT$ 300 million or more, a valuation report issued by a professional appraiser must be obtained prior to the occurrence of the event, and the following regulations must be complied with: |
The following is omitted. | Pedures for the Acquisition or Disposal of Real Estate, Equipment, or Their Right-of-use Assets
I. ~ III. Omitted
IV. Real Estate or Equipment Appraisal Report
When the Company acquires or disposes of real estate, equipment, or their right-of-use assets, except for transactions with domestic government agencies, self-development on owned land, commissioned construction on leased land, or the acquisition or disposal of equipment or right-of-use assets for business operations, if the transaction amount reaches 20% of the Company's paid-in capital or NT$ 300 million or more, a valuation report issued by a professional appraiser must be obtained prior to the occurrence of the event, and the following regulations must be complied with:
The following is omitted. | Revised in accordance with the change of the Company's Stock Par value. |
| Article 8 | Pedures for the acquisition or disposal of marketable securities, membership certificates, intangible assets, or their right-of-use assets
I. Omitted.
II. Pedures for Determining Transaction Terms and Authorized Limits
When the Company acquires or disposes of marketable securities, it shall obtain the most recent financial statements of the target company, which have been audited and certified by CPAs or reviewed, prior to the occurrence of the fact, as a reference for evaluating the | Pedures for the acquisition or disposal of marketable securities, membership certificates, intangible assets, or their right-of-use assets
I. Omitted.
II. Pedures for Determining Transaction Terms and Authorized Limits
When the Company acquires or disposes of marketable securities, it shall obtain the most recent financial statements of the target company, which have been audited and certified by CPAs or reviewed, prior to the occurrence of the fact, as a reference for evaluating the | Revised in accordance with the change of the Company's Stock Par value. |
| Article No. | Revised Provisions | Text Before Amendment | Reason for revision |
|---|---|---|---|
| transaction price. The responsible unit shall determine the price based on market conditions. In addition to being handled by the relevant supervisors at different levels in accordance with the Company’s approval authority regulations, such transactions must also be submitted to the Board of Directors for approval before peeding. Furthermore, if the transaction amount reaches 20% of the Company’s paid-in capital or exceeds NT$ 300 million, he Company shall, prior to the occurrence of the fact, engage CPAs to provide an opinion on the reasonableness of the transaction price. However, this requirement does not apply if the securities have publicly quoted prices in an active market or if otherwise stipulated by the Financial Supervisory Commission. If the transaction amount for the acquisition or disposal of membership certificates, intangible assets, or their right-of-use assets by the Company reaches 20% of the Company’s paid-in capital or exceeds NT$ 300 million, except for transactions with domestic government agencies, the Company shall engage a CPA to provide an opinion on the reasonableness of the transaction price prior to the occurrence of the event. |
For companies whose par value per share is not NT$ 10, the aforementioned regulations regarding the percentage of paid-in capital shall be calculated as 10% of the equity attributable to owners of the parent company.
- Omitted. | transaction price. The responsible unit shall determine the price based on market conditions. In addition to being handled by the relevant supervisors at different levels in accordance with the Company’s approval authority regulations, such transactions must also be submitted to the Board of Directors for approval before peeding. Furthermore, if the transaction amount reaches 20% of the Company’s paid-in capital or exceeds NT$ 300 million, the Company shall, prior to the occurrence of the fact, engage CPAs to provide an opinion on the reasonableness of the transaction price. However, this requirement does not apply if the securities have publicly quoted prices in an active market or if otherwise stipulated by the Financial Supervisory Commission.
If the transaction amount for the acquisition or disposal of membership certificates, intangible assets, or their right-of-use assets by the Company reaches 20% of the Company’s paid-in capital or exceeds NT$ 300 million, except for transactions with domestic government agencies, the Company shall engage a CPA to provide an opinion on the reasonableness of the transaction price prior to the occurrence of the event. | |
36
| Article No. | Revised Provisions | Text Before Amendment | Reason for revision |
|---|---|---|---|
| Article 10 | Pedures for handling Related party transactions | ||
| I. Omitted | |||
| II. Evaluation and Operational Pedures | |||
| If the Company acquires or disposes of real estate or its right-of-use assets from or to related parties, or acquires or disposes of assets other than real estate or its right-of-use assets from or to related parties, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$ 300 million or more, shall comply with the following: If the par value per share of the Company is not NT$ 10, the aforementioned percentage of paid-in capital shall be calculated as 10% of the equity attributable to owners of the parent company. Except for the purchase or sale of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the following information shall be submitted for approval by the Audit Committee and then approved by the Board of Directors before a transaction contract may be signed and payment made: |
The following is omitted. | Pedures for handling Related party transactions
I. Omitted
II. Evaluation and Operational Pedures
If the Company acquires or disposes of real estate or its right-of-use assets from or to related parties, or acquires or disposes of assets other than real estate or its right-of-use assets from or to related parties, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$ 300 million or more, except for the purchase or sale of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the following information shall be submitted for approval by the Audit Committee and then approved by the Board of Directors before the transaction contract may be signed and payment made:
The following is omitted. | Revised in accordance with the change of the Company’s Stock Par value. |
| Article 13 | Information Disclosure Pedure
I. In the event that the Company acquires or disposes of assets under any of the following circumstances, relevant information shall be publicly announced and reported on the website designated by the Financial Supervisory Commission in the prescribed format according to the nature of the event, within two days from the date of occurrence.
(1) Acquisition or disposal of real estate or its right-of-use assets from or to related parties, or acquisition or disposal of assets other than real estate or its right-of-use assets with related parties, where the transaction amount | Information Disclosure Pedure
I. In the event that the Company acquires or disposes of assets under any of the following circumstances, relevant information shall be publicly announced and reported on the website designated by the Financial Supervisory Commission in the prescribed format according to the nature of the event, within two days from the date of occurrence.
(1) Acquiring or disposing of real estate or its right-of-use assets from or to related parties, or acquiring or disposing of assets other than real estate or its right-of-use assets with related parties, where the transaction amount | Revised in accordance with the change of the Company’s Stock Par value. |
| Article No. | Revised Provisions | Text Before Amendment | Reason for revision |
|---|---|---|---|
| reaches 20% of the company’s paid-in capital, 10% of total assets, or NT$ 300 million or more. For companies whose par value per share is not NT$ 10, the aforementioned percentage based on paid-in capital shall be calculated as 10% of the equity attributable to owners of the parent company. However, the purchase and sale of domestic government bonds, bonds with repurchase or resale conditions, and the subscription to or repurchase of money market funds issued by domestic securities investment trust enterprises are not subject to these restrictions. | |||
| (2)~(5) omitted | |||
| (6) asset transactions, disposal of claims by financial institutions, or investments in Mainland China, other than those specified in the preceding five items, where the transaction amount reaches 20% of the Company’s Paid-in capital or exceeds NT$ 300 million or more. If the Par value per share of the Company is not NT$ 10, the aforementioned percentage based on Paid-in capital shall be calculated as 10% of the Equity attributable to owners of the parent company. However, the following circumstances are not subject to this restriction: |
The following is omitted. | reaches 20% of the company’s paid-in capital, 10% of total assets, or NT$ 300 million or more. However, the purchase and sale of domestic government bonds, bonds with repurchase or resale conditions, and the subscription or repurchase of money market funds issued by domestic securities investment trust enterprises are not subject to these restrictions.
(2)~(5) omitted
(6) Asset transactions, disposal of claims by financial institutions, or investments in Mainland China, other than those specified in the preceding five items, where the transaction amount reaches 20% of the Company’s Paid-in capital or NT$ 300 million or more. However, the following circumstances are not subject to this restriction: | |
| Article 14 | Control pedures for the acquisition or disposal of assets by Subsidiaries
The Subsidiaries of the Company are not domestic public companies. If there are any circumstances regarding the acquisition or disposal of assets that are required to be publicly announced and reported according to these pedures, such announcements and reports shall be made by the Company.
The standards for public announcement and reporting applicable to the aforementioned subsidiaries under Article 13, Paragraph 1, regarding the requirements for reaching the Paid-in capital or total assets, shall | Control pedures for the acquisition or disposal of assets by Subsidiaries:
The Subsidiaries of the Company are not domestic public companies. If there are any circumstances regarding the acquisition or disposal of assets that are required to be publicly announced and reported according to these pedures, such announcements and reports shall be made by the Company.
The standards for public announcement and reporting applicable to the aforementioned Subsidiaries under Article 13, Paragraph 1, regarding the requirements for reaching the Paid-in capital or total assets, shall | Revised in accordance with the change of the Company’s Stock Par value. |
| Article No. | Revised Provisions | Text Before Amendment | Reason for revision |
|---|---|---|---|
| be based on the Paid-in capital or total assets of the Company. | |||
| However, if the par value per share of the Company is not NT$ 10, the aforementioned provisions related to Paid-in capital shall be calculated based on the Equity attributable to owners of the parent company. | |||
| The control pedures for the acquisition or disposal of assets by the Company’s subsidiaries (including sub-subsidiaries) are as follows: |
The following is omitted. | be based on the Paid-in capital or total assets of the Company.
The control pedures for the acquisition or disposal of assets by the Company’s subsidiaries (including sub-subsidiaries) are as follows:
The following is omitted. | |
| Article 17 | Supplementary Provisions
1. For any matters not covered in this pedure, all actions shall be handled in accordance with relevant laws and regulations.
II. This pedure was established and approved on August 10, 2010, Republic of China.
Sections 3 to 8 omitted.
Article 9. This pedure was amended for the seventh time and approved on May 27, 2026 (Year 115 of the Republic of China). | Supplementary Provisions
1. For any matters not covered in this pedure, all actions shall be handled in accordance with relevant laws and regulations.
II. This pedure was established and approved on August 10, 2010 (Year 99 of the Republic of China).
Three to eight omitted. | Add revision dates and frequency. |
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Appendix 1
Cleanaway Company Limited
Articles of Incorporation
Chapter 1 General Principles
Article 1: The Company is established in accordance with the Company Act of the Republic of China and has been named "Cleanaway Company Limited." The English name of the Company is "Cleanaway Company Limited."
Article 2: The Company engages in the following businesses:
(I) E604010 Machinery installation.
(II) F113010 Wholesale of machinery.
(III) F113030 Precision equipment wholesale.
(IV) F113100 Pollution prevention equipment wholesale.
(V) F213040 Precision equipment retail.
(VI) F213080 Machinery and equipment retail.
(VII) J101030 Waste clean-up.
(VIII) J101040 Waste management.
(IX) J101060 Waste water (sewage) processing.
(X) E103101 Environmental engineering protection and professional construction.
(XI) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may provide external guarantees.
Article 4: The Company is headquartered in Kaohsiung, Taiwan, and may set up domestic and overseas branches to execute business when necessary.
Article 5: The Company's public notices shall be pursuant to Article 28 of the Company Act.
Chapter 2 Capital
Article 6: The Company's share capital is rated at NT$2 billion, divided into 2 billion shares, and the amount per share is set at NT$1.
100 million shares shall be retained as employee subscription warrants which may be issued in separate installments. Unissued shares may be issued in separate installments based on resolutions of the meetings of the Board of Directors.
Article 7: The share certificates of the Company shall be affixed with the signatures or personal seals of the directors who represent the Company. They shall be issued upon being certified and numbered in accordance with laws and items specified in Article 162 of the Company Act. The Company may issue shares with certificates in accordance with the provisions of the Company Act, and may issue shares without certificates, provided that such shares shall be registered with a central securities depository.
Article 8: Where the Company intends to withdraw its stocks from public offering, it shall not do so until the resolution by the shareholders’ meeting. This provision shall remain unaltered during the listing period.
Article 9: The Company may issue employee stock options at a price below market value or transfer treasury stock to employees at a price below the average price of the shares actually purchased at a shareholders’ meeting attended by shareholders representing more than half of the total number of outstanding shares and approved by two-thirds of the total number of shareholders present and voting.
The targets of the Company’s share repurchase, issuance of employee stock options, issuance of new shares with restrictions on employee rights, and issuance of new shares to be purchased by the Company may include employees who meet certain criteria, and the conditions and method of allocation may be authorized to be resolved by the Board of Directors.
Article 10: The Company’s investments in other businesses shall not be restricted by the 40% of the Company’s paid-up capital as specified in Article 13 of the Company Act.
Article 11: The Company shall administer stock-related operations in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.
Article 12: Share transfers shall be duly registered in accordance with Article 165 of the Company Act.
Chapter 3 Shareholders’ Meeting
Article 13: Shareholders’ meeting can be classified into general or provisional meeting. The general meeting is held at least once per year, convened by the Board of Directors according to the law and commenced within six months from the end of a fiscal year. The provisional meeting is held whenever necessary in accordance with the relevant laws and regulations.
The shareholders’ meetings of the Company may be convened by way of video conference or other manners announced by the competent authority.
Article 14: When the Company convenes a shareholders’ meeting, it shall issue written notices to shareholders’ last address registered at the Company 30 days before general meetings or 15 days before a special meeting.
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The reasons for convening a shareholders’ meeting shall be specified in the meeting notice.
Article 15: Except as otherwise provided by the Company Act, the shareholders’ resolutions shall be adopted upon the approval of a majority of the voting shares present at the meeting, which is attended by holders of a majority of the total issued and outstanding shares of the Company.
The minutes of the shareholder meeting shall be duly produced and archived in accordance with Article 183 of the Company Act.
Article 16: Each shareholder of the Company shall be entitled to one vote for each share held, except when the shares are restricted to shares under Paragraph 2, Article 179 of the Company Act.
Article 17: A shareholder who cannot attend shareholders’ meeting may appoint a proxy to attend and execute all shareholder rights on his/her behalf in accordance with Article 177 of the Company Act.
Unless governed by the Company Act, the proxy process should be proceeded according to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” prescribed by the competent authority.
Article 18: The chairman of the Company shall serve as chair of the shareholders’ meeting. Where the chairman is absent, the chair shall be determined in accordance with Article 208 of the Company Act.
Chapter 4 Directors and the Audit Committee
Article 19: The Company shall have five to nine Directors for a term of three years. Among the aforementioned Directors, the Company shall appoint at least three Independent Directors. The election of Directors shall be conducted in accordance with the candidate nomination system and elected at the shareholders’ meeting from the list of candidates. The nomination method is governed by Article 192-1 of the Company Act.
The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of the nomination of the Independent Directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority.
The Company has established an Audit Committee in accordance with the provisions of the Securities and Exchange Act, which is composed of all Independent Directors. The relevant laws and regulations to be followed shall be handled in accordance with the regulations of the competent authority.
Article 20: The Directors shall comply with the rules of the securities regulatory authorities concerning minimum share ownership. The Company may
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purchase liability insurance for Directors to protect them against potential liabilities arising from exercising their duties during their tenure.
Article 21: The directors shall elect from among themselves a chairman of the Board of Directors by a majority in a meeting attended by over two-thirds of the directors. The directors may elect a vice chairman of the Board of Directors. The chairman of the Board of Directors shall have the authority to represent the Company. Board meetings shall be convened at least once every quarter. The reasons for calling a Board of Directors' meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice for the Board of Directors' meetings may be done electronically.
Article 22: The chairman of the Company shall serve as chair of meetings of the Board of Directors. Where the chairman is absent, the chair shall be determined in accordance with Article 208 of the Company Act.
If a Director is unable to attend the Board of Directors' meeting for any cause, such Director may appoint another director as his/her proxy in accordance with Article 205 of the Company Act and list the scope of authorization. However, no Director may act as a proxy for more than one other Director.
If participation by means of video conferencing is made available at a Board of Directors' meeting, Directors who participate in the meeting by such means shall be deemed to have attended such meeting in person.
Article 23: The Board of Directors shall be authorized to determine the remuneration for all Directors in accordance with their contribution to the Company and the industry's prevailing rates regardless of profits or losses.
Chapter 5 Managerial Officers
Article 24: The Company may appoint a General Manager and several vice General Managers. Their appointment, dismissal and remuneration shall be based on Article 29 of the Company Act.
Chapter 6 Financial Statements and Policies
Article 25: The Company's accounting period begins from January 1 and ends on December 31 each year.
At the end of each fiscal year, the Board of Directors shall prepare the following statements and submit them to the annual shareholders' meeting for recognition according to the legal procedure.
I. Business report.
II. Financial statements.
III. Surplus earning distribution or loss off-setting proposals.
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Article 26: If the Company has gained profit within the year, it shall be distributed by the Board of Directors according to the following ratios, and report to the shareholders meeting:
I. No more than 5% as remuneration for Directors and Supervisors.
II. No less than 1% as remuneration for employees. No less than 20% of the aforementioned employee compensation shall be allocated to entry-level employees. The Board of Directors shall resolve to distribute the remuneration in stocks or cash. The distribution of employee remuneration shall include employees of affiliated companies that meet the criteria.
However, when the Company still has accumulated loss, a certain amount of the earnings shall be retained for making up the loss and the remainder may be set aside as employee bonus and remuneration to Directors and Supervisors according to the percentage specified in the preceding paragraph.
The profit specified in Paragraph 1 refers to the profits before income tax before deducting employee remuneration and remuneration to Directors.
Article 27: The Company shall use the earnings for the year, if any, to pay for all taxes first and offset accumulated losses. Next, it shall allocate 10% of the remaining balance as legal surplus reserve. However, no additional legal surplus reserve shall be appropriated once it reaches the Company's paid-in capital. Special reserve shall then be appropriated or reversed from the balance pursuant to relevant laws and regulations. The Board of Directors shall draft the proposal for the appropriation of earnings based on the remaining balance, if any, combined with accumulated unappropriated earnings to distribute bonus to shareholders.
When making provisions for special surplus reserves according to laws, regarding the shortage of provisions under the "Net Increase in the Fair Value of Investment Real Estate Accumulated in Early Stage" and the "Net Decrease of Other Interests Accumulated in Early Stage", prior to the distribution of earnings, a special surplus reserve with the same amount shall be set aside from the unappropriated earnings before; if there is still any shortage, it shall be set aside from the unappropriated earnings of the current period by adding items other than the current net profit after income tax to the current net profit after income tax.
The Company may distribute bonus to shareholders in the form of cash or stocks, however, the cash bonus to shareholders cannot be lower than 10% of total share bonus.
The Company may, pursuant to Article 240 and Article 241 of the Company Act, authorize the Board of Directors to distribute cash dividends, bonuses, and cash based on a resolution passed with a majority of the attending Directors at a meeting attended by more than two-thirds of the Directors in accordance with requirements for the capital surplus or statutory surplus reserve specified in the Company Act.
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The Company is in a growing industry. The Board of Directors shall propose the type and ratio of earnings appropriation after considering the current operating conditions, the shareholders' interests and the balance of dividends and capital demands.
Chapter 7 Miscellaneous
Article 28: Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Act and relevant laws and regulations.
Article 29: The Articles of Incorporation were established based on unanimous agreement by all promoters of the Company on April 22, 1999. The Articles of Incorporation shall be effected after approval and registration by related competent authorities of the government. The same shall apply to future amendments.
The 1st amendment was on November 8, 2000.
The 2nd amendment was on December 1, 2000.
The 3rd amendment was on May 15, 2001.
The 4th amendment was on March 21, 2002.
The 5th amendment was on September 19, 2003.
The 6th amendment was on November 11, 2004.
The 7th amendment was on December 31, 2008.
The 8th amendment was on April 29, 2009.
The 9th amendment was on November 23, 2009.
The 10th amendment was on April 16, 2010.
The 11th amendment was on August 10, 2010.
The 12th amendment was on January 19, 2011.
The 13th amendment was on April 17, 2012.
The 14th amendment was on June 19, 2014.
The 15th amendment was on June 17, 2016.
The 16th amendment was on June 22, 2018.
The 17th amendment was on June 6, 2019.
The 18th amendment was on August 6, 2021.
The 19th amendment was on May 27, 2022.
The 20th amendment was on May 9, 2025.
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Appendix 2
Cleanaway Company Limited
Rules of Procedure for Shareholders' Meetings
Article 1: The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in the Rules.
Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the Board of Directors.
The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders' Chairperson Remarks and supplemental meeting materials and upload them to the MOPS at least 21 days before the date of the regular shareholders' meeting or at least 15 days before the date of the special shareholders' meeting. In addition, at least 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' Chairperson Remarks and supplementary meeting materials and made them available for review by shareholders at any time. The Chairperson Remarks and supplementary materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on site at the venue of the meeting.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of Directors of Board or supervisors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, the approval of Directors of Board's non-compete clause, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter listed under Paragraph 1, Article 185 of the "Company Act", Article 26-1, Article 43-6 of the "Securities and Exchange Act", Article 56-1, Article 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 extempore motion.
The reasons for the convening of the shareholders’ meeting have stated the full re-election of Directors and the date of appointment. After the re-election in the shareholders’ meeting is completed, the same meeting shall not change its appointment date by an extempore motion or other means.
A shareholder holding 1% or more of the total number of issued shares may submit a written proposal for discussion to the Company at an annual shareholders’ meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the Chairperson Remarks. In addition, when the circumstances of any subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.
Shareholders may put forward proposals urging the Company to promote public interests or fulfill its social responsibilities. The procedure shall be in accordance with the relevant provisions of Article 172-1 of the Company Act, and any proposal exceeding one item shall not be included in the motion.
Prior to the book closure date before an annual shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, in written or electronic method, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholders shall limit their proposed agenda items to 300 words; proposals that exceed 300 words shall be excluded from the agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list the proposals that conform to the provisions of this article in the meeting notice. At the shareholders’ meeting, the Board of Directors shall specify the reasons for excluding any shareholders’ proposals from the Chairperson Remarks.
Article 2: 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 at least five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, a declaration made to cancel the previous proxy appointment is not subject to the aforementioned rule.
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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 at least 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 3: 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 9:00 a.m. and no later than 3:00 p.m.
Article 4: The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The aforementioned registration time shall be scheduled at least 30 minutes prior to the commencement of the meeting. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, “shareholders”) shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. With regard to the certification documents for shareholders’ attendance, the Company may not arbitrarily request shareholders to present other additional certification documents. Shareholders who wish to acquire a proxy form must present proof of identity on-site 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 Chairperson Remarks book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 5: Shareholders’ meetings that are convened by the chairman shall be chaired by the chairman. If the chairman is unable to perform such duties due to leave of absence or any reason, the vice chairman shall act on the chairman’s behalf. If the vice chairman is also unavailable or is nonexistent, the chairman may appoint one of the managing directors to act on the chairman’s behalf. If the Company does not have a managing director, one of the directors shall be appointed to act on the chairman’s behalf. If no such designation is made by the chairman, the managing
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directors or directors shall select one person from among themselves 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 apply for a representative of a corporate director that serves as chair.
For a Shareholders' Meeting convened by the Board of Directors, it is advised that the Chairman of the Board chairs the meeting in person. Additionally, it is advisable that a majority of directors attend the meeting in person, and at least one representation from each functional committee be present. Attendance shall be recorded in the minutes of the Shareholders' Meeting.
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 CPAs, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 6: The Company shall record the Shareholders Meeting in its entirety through audio and videotape from the point that shareholders register at the venue, the meeting proceedings, voting, and counting the ballots. voting and while counting the ballots.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 7: Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the time scheduled for the meeting and announce attendance without votes and also the number of shares attended. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chair may announce a postponement of the meeting, however, there may not be more than two postponements in total, and the total time accumulated in the postponement(s) shall not exceed one hour. 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.
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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 1 month.
If during the process of the meeting the number of issued shares represented by the shareholders present are sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the meeting for approval in accordance with Article 174 of the Company Act.
Article 8: If a shareholders' meeting is convened by the Board of Directors, the Chairperson Remarks shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extempore 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 Chairperson Remarks of the preceding two paragraphs (including extempore 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 extempore 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 9: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5
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minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder who has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 10: 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 3% 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 11: Each shareholder of the Company shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
When the Company convenes a shareholders’ meeting, shareholders may exercise their voting power in writing or by way of electronic transmission; the method of exercising their voting power shall be describes 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, with respect to the extempore motions and revisions to the original proposals of that meeting, the said shareholder will be considered to have waived his/her rights. The Company is therefore advised to avoid submission of extempore motions and revision to the original proposals.
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A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, when a declaration is made to cancel an earlier declaration of intent is not subject to the limits.
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, 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, at least 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 adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for proposals or elections at the shareholders' meeting shall be conducted in public at the place of the shareholders meeting. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders for each proposal. Shareholders shall vote on each proposal and the results of votes, including number of voting rights, shall be announced onsite after the vote counting is completed. The results of shareholders' agreement, objection, and abstention shall be entered on the Market Observation Post System.
The election of Directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules of the Company, and the election results shall be announced on-site immediately, including the names of those elected as Directors and the numbers of voting rights with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12: 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 minutes of a Members’ Meeting shall accurately record the date and the place of such meeting, name of the chair, the resolution method, summary of the discussion and the result thereof (including statistical votes). When it comes to the election of Directors, the number of votes of each candidate shall be disclosed. The minutes shall be retained for the duration of the existence of the Company.
On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders’ meeting.
If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 13: 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 venue. When proctors or security personnel help maintain order at the meeting venue, they shall wear an identification card or armband bearing the word “Proctor.”
At the venue 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 venue.
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Article 14: 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 extempore motions) on the Chairperson Remarks have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 15: The Rules shall be implemented after having been approved by a shareholders’ meeting.
Subsequent amendments thereto shall be effected in the same manner.
Article 16: The Rules were established on August 10, 2010.
The 1st amendment was on April 17, 2012.
The 2nd amendment was on June 18, 2013.
The 3rd amendment was on May 14, 2015.
The 4th amendment was on June 16, 2017.
The 5th amendment was on June 12, 2020.
The 6th amendment was on May 27, 2022.
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Appendix 3
Cleanaway Company Limited
Shareholdings of All Directors
I. As of the book closure date for this Annual General Shareholders' Meeting (March 29, 2026), the Company's paid-in capital amounted to NT$ 1,357,391,830, and the total number of issued shares was 1,357,391,830 shares.
II. Pursuant to Article 26 of the Securities and Exchange Act and Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the shareholdings of elected independent directors shall not be included in the calculation; and where two or more independent directors are elected, the required shareholding ratio for all directors and supervisors other than the independent directors shall be reduced to 80% of the ratio prescribed in Paragraph 2 thereof. Accordingly, the minimum number of shares required to be held by all directors of the Company is 81,443,510 shares.
III. As of the book closure date for this Annual General Shareholders' Meeting (March 29, 2026), the shareholdings of all directors of the Company are set forth in the table below, and such shareholdings have met the statutory requirement.
| Job Title | Name | Number of shares | Shareholding Ratio |
|---|---|---|---|
| Chairman | Yang, Ching-Hsiang | 30,281,751 | 2.23% |
| Director | Chang, Kun-Yu | 1,505,000 | 0.11% |
| Director | Yang, Yung-Fa | 423,000 | 0.03% |
| Director | Kang Lan Enterprise Co., Ltd. | ||
| Representative: Yang Li, Pi-Lien | 55,262,230 | 4.07% | |
| Director | Kang Lan Enterprise Co., Ltd. | ||
| Representative: Hsu, Cheng-Han | 55,262,230 | 4.07% | |
| Independent Director | Yang, Wen-Tsai | 120,000 | 0.01% |
| Independent Director | Chang, Juu-En | 0 | 0.00% |
| Independent Director | Fan, Kuo-Shuh | 110,000 | 0.01% |
| Independent Director | Houng, Joung-Shing | 0 | 0.00% |
| Total number of shares held by all Directors | 87,701,981 | 6.46% |