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CMFC — AGM Information 2026
May 11, 2026
51899_rns_2026-05-11_5772cf8f-b2b3-4876-a25d-e72e27d99095.pdf
AGM Information
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Common Stock Code: 1718
China Man-Made Fiber Corporation
2026 Annual Shareholders' Meeting
Annual meeting handbook
June 11, 2026
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Table of contents
One. Meeting Agenda 2
Two. Reports 3
Three. Acknowledgments 4
Four. Discussions 6
Five. Extraordinary motions 7
Six. Appendix
I. Business Report 9
II. Audit Committee's Review Report 14
III. Independent Auditors' Report and Financial Statements 15
IV. Statement of Earnings Distribution 30
V. The comparison table of the "Procedures for Acquisition or Disposal of Assets" 31
VI. Directors' Shareholdings 33
VII. Articles of Incorporation 34
VIII. Rules of Procedure for Shareholders Meetings 40
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Meeting Agenda of the 2026 Annual Shareholders' Meeting of China Man-Made Fiber
Meeting Time: 9:30 a.m., Thursday, June 11, 2026
The way the meeting is held: Physical shareholders' meeting
Venue of the Meeting: 11F, No. 350 Songjiang Road, Zhongshan District, Taipei City (First Conference Room)
I. Call the Meeting to Order
II. Chairperson Remarks
III. Reports
(1) Present the 2025 business results.
(2) Audit Report of the Auditing Committee.
(3) The 2025 distribution of remuneration to employees and directors.
IV. Acknowledgments
(1) Confirm the Company's 2025 business report and financial report.
(2) Ratified the proposal for the earning distribution for 2025.
V. Discussions
(1) Discussion on the amendment of certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets".
VI. Extraordinary motions
VII. Adjournment
Reports
I. Presenting the 2025 business results for acknowledgment. (please see page 9 to 12 of this manual)
II. Please review the audit report from the audit committee. (please see page 13 of this manual)
III. The Company proposes to allocate 5% of its 2025 profit as employee remuneration, amounting to NT$6,437,152, and 0.3% of its 2025 profit as directors’ remuneration, amounting to NT$386,229, for respectful acknowledgment.
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Acknowledgments
Acknowledgment 1 (by the Board)
Subject:
The Company’s 2025 business report and financial statements have been completed and submitted to the Audit Committee for review. The financial statements have also been audited and certified by CPAs Shu-Lin Liu and Pan-Fa Wang of Deloitte Taiwan.
Description:
Business report (please refer to pages 9 to 12 of this manual).
Independent auditor’s report and financial report (please refer to pages 14 to 28 of this manual).
Resolution:
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Acknowledgment 2 (by the Board)
Subject:
Acknowledging the Company's 2025 Earnings Distribution.
Description:
The Company’s net profit after tax for 2025 amounts to NT$118,827,538. The Company does not propose to distribute cash or stock dividends to shareholders. For details of the earnings distribution schedule, please refer to page 29 of this handbook.
Resolution:
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Discussions
Proposal 1 (by the Board)
Subject:
Please discuss the revision of the Company’s “Procedures for Acquisition or Disposal of Assets”.
Description:
In order to refine the Company’s Procedures for Acquisition or Disposal of Assets, a comparison table of the provisions before and after this amendment is provided (see pages 30 to 31 of this handbook).
Resolution:
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Extraordinary motions
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Appendix
China Man-made Fibers Corporation 2025 Business Report
I. Operation strategies
(I) Reduce costs and inventory and improve operating efficiency.
(II) Research and develop value-added products, accelerate the vertical integration of products and improve competitiveness.
(III) Computerize the operations management, inspect various operating procedures, strengthen internal control and improve efficiency.
(IV) Strengthen marketing efforts and market development, and improve service quality and customer satisfaction.
(V) Actively and prudently assess various investments and adjust the portfolios in a timely manner.
(VI) Control customers' credit line to reduce the occurrence of bad debts.
(VII) In line with global trends, the move toward net-zero emissions, low carbon and plastic reduction, and sustainability and environmental protection goals.
(VIII) Pay attention to employee welfare, promote labor-management coordination, emphasize occupational safety and fulfill social responsibilities.
II. Business plan execution and achievement
Unit: thousand dollars
| Item | 2025 | 2024 | Difference |
|---|---|---|---|
| Operating revenue | 4,927,284 | 5,681,459 | (754,175) |
| Non-operating revenue | 2,171,335 | 2,064,269 | 107,066 |
| Operating costs and operating expenses | 6,384,160 | 7,051,127 | (666,967) |
| Realized (unrealized) gains or losses of affiliates | 13,803 | (2,063) | 15,866 |
| Non-operating expenses | 606,343 | 665,019 | (58,676) |
| Gain (loss) before income tax | 121,919 | 27,519 | 94,400 |
| Gain (loss) after income tax | 118,827 | 27,521 | 91,306 |
III. Financial income and expenditure, and profitability analysis
| Item | 2025 | 2024 | |
|---|---|---|---|
| Financial structure (%) | Debt to assets ratio | 45.08 | 45.13 |
| Ratio of long-term capital to property, plant and equipment | 477.78 | 425.32 | |
| Solvency analysis | Current ratio (%) | 31.79 | 37.45 |
| Quick ratio (%) | 19.37 | 21.64 | |
| Interest coverage ratio | 1.34 | 1.08 | |
| Profitability analysis | Return on assets (%) | 1.03 | 0.77 |
| Return on shareholders' equity (%) | 0.55 | 0.13 | |
| As a percentage of paid up capital (%) | Operating profit | (8.56) | |
| Net profit before tax | 0.72 | ||
| Net profit margin (%) | 2.41 | 0.48 | |
| Base earnings per share ($) | 0.09 | 0.02 | |
| Diluted earnings per share ($) | 0.09 | 0.02 |
IV. Research and development
(I) Frequency converters are applied to reduce the operating speed of motors in various production processes, with ongoing adjustments and monitoring to achieve optimal operation. Operating at reduced speed using frequency converters can achieve energy savings, reduce equipment noise, extend bearing life, and also reduce wear on pump impellers at the mechanical end, thereby extending equipment service life.
(II) Continuously review nitrogen usage in the "operating units" of each production workshop, strengthen leak detection and maintenance of nitrogen blanketing control equipment in each workshop, and upgrade emergency vent valves for leaks in finished product tanks and calibration tanks, thereby significantly reducing nitrogen consumption.
(III) In the NP (nonylphenol) area, high power consumption 250W mercury lamps with ballasts have been replaced with 100W metal halide lamps to reduce lighting electricity consumption.
(IV) Finished liquid products MEG and DEG at the petrochemical plant are transported in flexitanks according to customer requirements. This reduces the cost of drum packaging materials and
decreases waste generation, thereby achieving energy saving and carbon reduction.
(V) By adopting recycled PET bottle flakes for granulation, we virtually minimized waste, saved on energy and reduced carbon emission to be friendly toward the global environment and increase sources of raw materials.
(VI) The eco-friendly pellets we produced can be used by the current spinning section and the false twist section to manufacture eco-friendly yarns to meet the rising demand for eco-friendly yarns in the market and, in turn, to boost the added values.
(VII) In collaboration with customers, develop high value-added functional fibers to enhance product offerings and meet specific requirements, such as moisture wicking.
(VIII) Activate the application of polyester scrap and waste. A waste recycling machine is added to process the scrap into polyester pellets for recycling and reuse, which is not only environmentally friendly but also reduces production costs.
(IX) Further evaluate the efficiency of large-capacity air conditioning equipment and process cooling equipment at the polyester plant, and achieve additional energy savings by adjusting or replacing them with high-efficiency units.
(X) Our entire polyester plant has been replaced with energy-saving LED lighting fixtures to minimize power consumption.
(XI) In the polyester plant's false-twisting section, the number of operating air compressors and the mix of large and small units are optimized in response to capacity changes, significantly reducing electricity consumption.
V. Business outlook
(I) 2026 operational objectives and prospects.
In the previous year (2025), the global economy was significantly affected by trade frictions and policy uncertainties, including heightened international trade tensions and retaliatory tariffs triggered by the United States raising reciprocal tariffs. This led to a slowdown in global trade activities, increased supply chain costs, and industrial dispersion, weakening import and export momentum, constraining corporate expectations and investment, and impairing global supply chain efficiency. Global economic growth was approximately 2.3% to 3.2% (depending on different institutional forecasts), slightly lower than the previous year (2.9% to 3.2%) and below the long-term average prior to the pandemic. The global economy experienced a slower recovery amid multiple challenges, with growth momentum remaining insufficient. As Taiwan is located in a geopolitically sensitive position, the effects of supply chain and order shifts have been particularly evident, resulting in the petrochemical and textile industries among traditional sectors performing below expectations.
The current global economic uncertainty has further intensified fluctuations in market demand. Compared with other international competitors, our progress in negotiating free trade agreements remains relatively slow. The current tariff rate imposed by the United States at 15% is comparable to that of competitors such as Japan and South Korea, which has also increased operating costs for enterprises. In addition, the global trend toward sustainable development requires greater efforts in environmental protection and carbon reduction. At the same time, challenges such as a declining birthrate and competition for talent from other high-tech industries have led to a talent gap, while rising electricity costs have further increased pressure on manufacturing costs, adding to the difficulties of business operations. In response to this situation, the Company has adopted prudent and pragmatic strategies. On the one hand, it enhances production efficiency and product value-added through digital transformation, improves energy use efficiency through energy-saving measures, reduces inventories of raw materials and finished goods, effectively lowers capital occupancy and operational risks, and optimizes its workforce by conducting timely reviews and restructuring to strengthen its overall business structure. On the other hand, it leverages the integration of the industry chain to deepen upstream, midstream, and downstream collaboration in order to respond to international market demand.
Looking ahead to 2026, as the policies of the Trump administration in the United States are fully implemented, high tariff barriers and trade frictions are expected to become the norm, forcing global supply chains to shift from an "efficiency-first" approach to a "security-first" approach. The effects of order relocation and reshoring among U.S.-based customers are expected to become more pronounced. As certain geopolitical conflicts ease and de-escalate, global shipping and the supply of raw materials are expected to normalize. Benefiting from increased production policies of major oil-producing countries and the Trump administration's active development of crude oil, global energy costs are likely to remain stable, reducing inflationary pressures across countries and helping to ease manufacturing-side pressures on industries. In response to the complex international political and economic environment, we will uphold the core values of "flexibility and adaptability, and deep cultivation of green energy" to optimize supply chain resilience. Based on expectations of order reshoring and growth in demand for new technologies, we maintain a cautiously optimistic outlook for operations in 2026.
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In the ethylene glycol segment, in the previous year (2025), continued commissioning of new production capacity in China further intensified the supply-demand imbalance. The United States' tariff policies created market uncertainty and persistent inflationary concerns, resulting in weak demand. The addition of new domestic capacity in China reduced its reliance on imports, making the international market more competitive, and prices were unable to effectively reflect costs. Fortunately, in the second half of last year, China implemented anti-involution policies targeting excess capacity. In 2026, coal-based ethylene glycol plants that fail to meet certain performance standards will be required to exit the market. This is expected to help balance or alleviate the oversupply of ethylene glycol and stabilize market prices. This year, the Company will continue to focus on domestic sales, adjust production plans, and procure ethylene glycol at reasonable market prices to supply customers when production is insufficient, thereby balancing production and sales. However, attention must be paid to market changes arising from competition from imported downstream products, which may reduce domestic downstream operating rates.
In the polyester filament segment, terminal demand last year was affected by high tariffs, appreciation of the NT$, and significant capacity expansion in China's chemical fiber industry, resulting in prolonged pressure on product prices. As the impact of tariffs on the economic environment gradually subsides, international sporting events are expected to drive demand for functional fabrics, including this year's FIFA World Cup and the 2028 Olympic Games, which are likely to boost related orders. The Company will continue to focus on expanding high value-added product lines, flexibly adjust production and sales strategies, improve product mix, and move toward greater refinement, higher value-added innovation, and increased production of environmentally friendly recycled products to enhance profitability. It will also form strategic alliances with peers in the polyester industry and pursue diversified transformation to keep pace with changing times and enable the Company to recover from the downturn. Looking ahead to this year, as numerous unfavorable factors gradually diminish and with the establishment of tariff policies by the Trump administration in the United States targeting specific regions, particularly China, a more pronounced order reshoring effect is expected, and the polyester industry is anticipated to gradually improve.
In 2026, the Company expects to sell 86,291 metric tons of ethylene glycol (EG), 15,750 metric tons of ethylene oxide (EO), 13,800 metric tons of nonylphenol (NP), 24,125 metric tons of partially oriented yarn (POY), 7,954 metric tons of fully drawn yarn (SDY), 13,880 metric tons of draw textured yarn (DTY), and 18,250 metric tons of polyester chips (CHIP), totaling 180,050 metric tons.
(II) Subject to competition of external environment.
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Intensified structural supply-demand imbalance: Although the petrochemical and chemical fiber industries in China have entered a "qualitative transformation phase", the substantial base of previously commissioned capacity such as PX and PTA continues to keep the market in an oversupply condition. In the 2026 environment, global market growth momentum is below expectations, leading to a further extension of the cycle for absorbing excess capacity and compressing industry profits to historically low levels.
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Trade barriers and geopolitics: As products from China are exported globally at low prices, countries in Europe, the United States, and Southeast Asia have strengthened trade protection measures, such as the Carbon Border Adjustment Mechanism (CBAM) and anti-dumping duties, thereby limiting the previous model of absorbing excess capacity through low-priced exports.
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Industry differentiation and excessive competition: The market has evolved from simple price competition into a contest between "low-carbon green premium" and "cost control". Conventional products have fallen into prolonged losses amid weak domestic demand and excessive competition, while enterprises that have failed to timely undertake digitalization or carbon reduction transformation are facing the risk of accelerated elimination by the market.
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As Regional Comprehensive Economic Partnership (RCEP) enters the stage of full implementation, the effects of cumulative rules of origin within the agreement have become evident, significantly reducing trade costs within the Southeast Asian region. Under the dual considerations of tariff incentives and geopolitical risks, international brand customers have shifted from "requiring relocation" to "substantive deployment."
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ASEAN supply chains are becoming increasingly complete: The textile industry chains in countries such as Vietnam, Cambodia, and Indonesia have evolved from simple garment processing to upstream integration into weaving and dyeing and finishing, with accelerated vertical integration and significant advantages in labor and energy costs. This has made Southeast Asia not only a tariff-avoidance hub but also the "primary core base" for brand sourcing.
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Taiwan's position is being compressed: The strategy of prioritizing ASEAN for brand orders, with overflow orders returning to Taiwan, has become the norm. The challenge faced by Taiwan's textile industry is no longer merely temporary order shifting, but structural loss of
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orders. Particularly for conventional products, domestic production lines in Taiwan face significantly increased operating pressure due to the lack of tariff advantages and high operating costs such as rising electricity prices and carbon fees.
- Industry response to the new normal: Taiwan's textile industry, from upstream fiber R&D to downstream garment processing, is accelerating its transformation toward "high-end functional products", "circular economy (recycle)", and "overseas base deployment". The key to future competition will no longer be the scale of production capacity, but whether technological barriers can be established beyond the RCEP framework through digital management and green premiums.
(III) Impact of regulatory environment and overall business environment.
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The increase in basic salary will increase the labor cost of enterprises. In the face of job shortage, talent is reluctant to engage in traditional industries (i.e., petrochemicals and textiles), which brings new pressure and challenges to corporate management.
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The continuous rise in domestic electricity prices and raw material costs, coupled with the impending implementation of a carbon fee, will make operations even more difficult for traditional industries, which already operate on thin profit margins.
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Domestic environmental awareness and the related regulations still have many restrictions on enterprises investing in new equipment. Communication with the neighboring residents often faces great resistance.
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In recent years, the chemical fiber upstream raw materials, e.g., PX and PTA, have rapidly increased in outputs in China, leading the prices of downstream processed products to be highly suppressed. The personnel engaging in chemical fiber operations technology and management are aging. We are facing higher and higher tariffs and anti-dumping factors at a disadvantage amidst mounting challenges.
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After the implementation of RCEP, the petrochemical industry has been one of the most directly impacted sectors. This is mainly because the petrochemical supply chains among China, Japan, and South Korea have achieved tariff reductions under RCEP. China is the largest export market for Taiwan's petrochemical products; however, following RCEP's implementation, tariffs on petrochemical raw materials exported from Japan and South Korea to China are being reduced year by year, while Taiwan continues to bear tariffs ranging from 2% to 10%. In recent years, China's petrochemical capacity has expanded significantly, leading to intensified price competition within the region. Without tariff advantages, Taiwan's petrochemical industry will find it difficult to maintain profit margins. Although tariff reductions are available under CPTPP for the petrochemical industry, most CPTPP member countries are primarily consumption-oriented markets such as Canada and Mexico, and their demand for basic chemical raw materials is lower than that of RCEP countries. The textile industry is subject to relatively complex "rules of origin". Although many Taiwanese businesses have established operations in Vietnam, which is a member of both RCEP and CPTPP, the challenges are significant for fabric and fiber manufacturers based in Taiwan. The "Yarn Forward" rule under CPTPP poses the greatest threat to Taiwan's textile industry. The rule requires that garments must be produced from the "yarn" stage within CPTPP member countries in order to qualify for zero tariffs. Taiwan currently possesses advanced technology in high-end fibers and fabrics. If Taiwan does not join CPTPP, garment factories in Vietnam, in order to obtain zero tariffs, will be forced to forgo Taiwan's high-quality fabrics and instead source yarn from Japan or Mexico. The "cumulation of origin" rules under RCEP allow value accumulation among member countries, enabling ASEAN, China, Japan, and South Korea to form a closed-loop supply chain. As a result, functional fabrics produced in Taiwan face significantly higher costs when entering these markets compared to regional competitors.
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In recent years, China has continued to expand the suspension of preferential tariff rates on petrochemical products under ECFA, coupled with frequent anti-dumping measures, placing Taiwan's petrochemical industry in a dual predicament. As tariffs revert to general rates of 2% to 10%, and with the full rollout of China's domestic capacity such as large integrated refining and petrochemical complexes, Taiwan's petrochemical exports to China have sharply declined from over 40% at their peak to below 20%. In contrast, RCEP member countries such as Japan and South Korea enjoy zero tariffs, and Taiwan's products face severe tariff discrimination in the China market, resulting in profit margins falling below the breakeven point and pushing industry operating pressure to a historical high. China's chemical fiber products, such as polyester and nylon, are exerting strong pressure on the Taiwan market due to economies of scale and low energy costs. Products from China, leveraging price advantages, are being dumped into global markets, not only affecting Taiwan's export markets but also directly impacting the domestic market. If Taiwan's chemical fiber manufacturers reduce production or even shut down due to prolonged losses,
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it will trigger supply chain disruptions in downstream weaving and dyeing and finishing sectors, severely undermining the foundation of the overall textile industry.
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Competitors in those emerging countries that have always taken advantage of economies of scale in the competitions. Notably the competitors in Mainland China have, as well, begun to differentiate their products. The companies in Taiwan should continually develop high-end specific products, in a small number of diverse, environmentally-friendly and functional products with high-level functionality to deal with the challenges. Under such policies, we should be able to continually maintain the advantages in the global polyester filament industry supply chains.
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(1) In 2019, the European Union issued the "European Green Deal", establishing a legislated target of achieving carbon neutrality by 2050. Among these, the "Carbon Border Adjustment Mechanism" (CBAM) entered a transitional phase in October 2023 and will formally commence reporting and certificate surrender from 2026, transforming "net-zero emissions" from a slogan into a substantive international trade cost. To align with international practices, the government is using carbon fees, such as Taiwan's planned implementation in 2026, as a policy tool to internalize the social cost of carbon emissions and drive the transition to low-carbon energy. The non-profit organization Textile Exchange has proposed a clear pathway for the textile industry, aiming to reduce greenhouse gas emissions by 45% by 2030, using 2020 as the baseline.
(2) With the rise of global environmental consciousness, the EU announced the Ecodesign for Sustainable Products Regulation (ESPR) on June 28, 2024. The regulation aims to make sustainable products the norm in the EU market—designing products to be more durable, energy- and resource-efficient, easier to repair and recycle, and made with more recyclable content. Businesses will face more sustainability requirements from international brand clients, including demands for bio-based materials, 100% single-material products, and 100% recycled content.
- As the Trump administration returned to the White House in 2025 and promoted a series of protectionist policies, including the "Liberation Day Tariffs", the global trade landscape has entered a period of intense volatility. Data from early 2026 shows that the effective tariff rate imposed by the United States on Chinese goods has surged significantly, reaching as high as 60% for certain categories, creating a substantial tariff differential advantage compared to regions with relatively lower tariff rates for exports to the United States, such as Southeast Asia and Taiwan. Leading international apparel brands such as Nike, Lululemon, and Gap have accelerated the shift of orders from China to Southeast Asia and Taiwan supply chains to avoid high tariffs and supply chain uncertainties. This is not only an "order shifting effect", but also a "de-risking" restructuring of the supply chain. Taiwan's textile industry, with its comprehensive R&D capabilities in functional fabrics and diversified production bases already established in Vietnam, India, and Indonesia, has become a major beneficiary of this wave of order shifting. As the United States intensifies scrutiny of origin laundering, Taiwanese manufacturers with substantive local production transformation capabilities and digital traceability systems are better positioned to gain the trust of brand customers and secure long-term orders.
Chairman: Kuei-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
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Audit Committee's Review Report
The Board of Directors has submitted the Company's 2025 business and financial reports (including the consolidated financial reports) and profit distribution table. Among them, the financial reports (including the consolidated financial reports) have been audited and validated by the certified public accounts, Shu-Lin Liu and Pan-Fa Wang, of Deloitte Taiwan. The reports are to be presented in accordance with Article 14-4 of the Securities and Exchange Act.
2026 Annual Shareholders' Meeting
Audit Committee
Convener: Chih-Ming Shih
March 9, 2026
China Man-Made Fiber Independent Auditor's Report
To China Man-Made Fiber Corporation:
Audit opinions
The parent company only balance sheets of China Man-Made Fiber Corporation as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, parent company only statements of changes in equity, and parent company only statements of cash flows for the years then ended, as well as the notes to the parent company only financial statements (including a summary of significant accounting policies), have been audited by us.
In our opinion, based on our audit and the audit reports of other auditors (refer to the Other Matters paragraph), the above-mentioned parent company only financial statements present fairly, in all material respects, the parent company only financial position of China Man-Made Fiber Corporation as of December 31, 2025 and 2024, and its parent company only financial performance and parent company only cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
The basis for opinions
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the separate financial statements. We are independent of China Man-Made Fiber Corporation in accordance with the Code of Ethics for certified public accountants in the part relevant to the audit of the financial statements of China Man-Made Fiber Corporation, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and the audit reports of other CPAs, we are of the opinion that sufficient and appropriate audit evidence has been obtained to serve as the basis for our audit opinion.
Key audit matter
Key audit matters are those matter that, in our professional judgment, were of most significant in our audit of the parent company only financial statements of China Man-Made Fiber Corporation in 2025. These matters were addressed in the content of our audit of the individual financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on those matters.
Key audit procedures of the parent company only financial statements of China Man-Made Fiber Corporation in 2025 included:
Authenticity of specific sales revenue
Notes to key audit matters
Revenue from sales of China Man-Made Fiber Corporation is recognized as revenue after the customer has obtained control of the product and assumed the risk of the product. We conducted an analysis of the revenue from sales in 2025 by taking into account the sales amount and gross profit of sales to identify particular sales customers, and include the authenticity of its revenue from sales as a key audit matter.
Please refer to Note 4 (14) of the financial statements for the accounting policies on sales revenue recognition.
Audit response
- Awareness of the design and implementation of the internal control systems related to the recognition of sales revenues.
- The efforts to obtain details of the sales revenues account for specific customers in 2025 and select samples to check the shipping-related forms and documents, and send letters for inquiries to sample check the authenticity of the sales recognition.
The ECL assessment of discounts and loans of investments under the equity method
Notes to key audit matters
As stated in Note 13 of the parent company only financial statements, the amount of investment in Taichung Commercial Bank Co., Ltd. by China Man-Made Fiber Corporation adopting the equity method was
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NT$19,469,234 thousand, accounting for 49% of the total assets as of December 31, 2025. Therefore, the financial performance of Taichung Commercial Bank Co., Ltd. will significantly impact China Man-Made Fiber Corporation’s share in subsidiaries, associates and joint ventures by equity method.
As of the end of 2025, Taichung Commercial Bank Co., Ltd. reported a balance of discounts and loans amounting to NT$633,982,283 thousand and expected credit losses of NT$397,746 thousand. In determining the expected credit losses, Taichung Commercial Bank Co., Ltd. made significant estimates and judgments by management, including the probability of default and loss given default. The calculation must also comply with the relevant regulations and directives issued by the competent authority, and the higher of the two amounts must be recognized. For these reasons, the ECL of discounts and loans of Taichung Commercial Bank Co., Ltd. is determined as key audit matters.
Audit response
- Understand the internal control system adopted by Taichung Commercial Bank Co., Ltd. and its subsidiaries for assessing the ECL from discounts and advances. Test whether the discounts and loans are classified according to relevant laws and regulations and letters/orders of the competent authority.
- For the comprehensive evaluation of the ECL adopted by Taichung Commercial Bank Co., Ltd., understand and re-calculated key parameters used in the impairment model (probability of default and loss given default) in order to evaluate the reasonableness. In addition, examine whether the amount provided comply with relevant laws and regulations and letters/orders of the competent authority.
Other information
The financial statements of investees included in the standalone financial statements of China Man-Made Fiber adopting the equity method have not been audited by us. They are audited by other accountants. Therefore, we refer to the audited reports of other accountants in expressing our opinions in the standalone statement regarding the investments by equity method and subsidiaries, affiliates, joint ventures and other comprehensive gains and losses. As of December 31, 2025 and 2024, investments accounted for using the equity method based on the audit reports of other auditors amounted to NT$717,387 thousand and NT$827,242 thousand, respectively; for the years 2025 and 2024, the shares of profit or loss and other comprehensive income of subsidiaries, affiliates, and joint ventures recognized using the equity method based on the audit reports of other auditors amounted to (109,855) thousand and (113,008) thousand, respectively. Meanwhile, certain information related to the re-investees' business disclosed under Note 33 of the individual financial statement is, as well, disclosed based on the audit reports of other certified public accountants.
Responsibilities of Management and Those in Charge with Governance of the Individual Financial Statements
Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual financial statements, the management is responsible for assessing the ability of China Man-Made Fiber Corporation as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate China Man-Made Fiber Corporation or to create operations, or has no realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of China Man-Made Fiber Corporation.
Auditor's Responsibilities for the Audit of the Individual Financial Statements
Our objectives are to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue and auditor's report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If fraud or errors are considered materials, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.
As part of an audit in accordance with the accounting principles in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following works:
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Identify and assess the risks of material misstatement of the individual financial statements, whether or not due to fraud or error, design and perform audit procedures responsive risks and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in China Man-Made Fiber Corporation.
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Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management.
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Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on China Man-Made Fiber Corporation and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the individual financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause China Man-Made Fiber Corporation to cease to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the individual statements, including related notes, whether the individual statements represent the underlying transactions and events in a matter that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence on the financial information of business entities within the China Man-Made Fiber Corporation in order to express an opinion on the individual financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of the China Man-Made Fiber Corporation; also, is responsible for forming an opinion on the audit of the China Man-Made Fiber Corporation.
We communicate with those in charge of governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provide those in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, (related safeguards).
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the individual financial statements of China Man-Made Fiber Corporation of 2025 and are therefore the key audit matters. We describe these matters in our auditor's 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 communications.
Deloitte and Touche
CPA: Shu-Lin Liu
CPA: Pan-Fa Wang
Financial Supervisory Commission Approval No.
Jin-Guan-Zheng-Shen-Zi No. 1050024633
Financial Supervisory Commission Approval No.
Jin-Guan-Zheng-Shen-Zi No. 1100356048
March 9, 2026
China Man-Made Fiber Corporation
Individual Balance Sheets
December 31, 2025 and 2024
Unit: NTD thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents | $ 1,078,144 | 3 | $ 1,088,053 | 3 |
| 1110 | Financial assets at fair value through profit or loss- current | 16 | - | 14 | - |
| 1150 | Notes receivable | 66,199 | - | 61,109 | - |
| 1170 | Accounts receivable | 359,284 | 1 | 446,651 | 1 |
| 1180 | Accounts receivable - related parties | 82,949 | - | 146,767 | 1 |
| 1200 | Other receivables | 310,875 | 1 | 311,283 | 1 |
| 1220 | Current income tax asset | 1,497 | - | 2,599 | - |
| 130X | Inventory | 554,006 | 1 | 898,513 | 2 |
| 1410 | Prepayments | 754,384 | 2 | 710,998 | 2 |
| 1470 | Other current assets | 140,512 | - | 145,981 | - |
| 11XX | Total current assets | 3,347,866 | 8 | 3,811,968 | 10 |
| Non-Current assets | |||||
| 1517 | The financial assets measured for the fair values through other comprehensive income- non-current | 2,888,096 | 7 | 2,537,882 | 7 |
| 1550 | Investment under the equity method | 24,024,860 | 60 | 22,045,339 | 57 |
| 1600 | Property, plant and equipment-net | 6,171,171 | 16 | 6,730,410 | 17 |
| 1760 | Real property for investment- net | 2,891,980 | 7 | 2,908,387 | 7 |
| 1780 | Intangible assets - net | 2,375 | - | 3,071 | - |
| 1840 | Net deferred income tax assets | 656,291 | 2 | 655,875 | 2 |
| 1990 | Other current non-assets | 32,270 | - | 111,776 | - |
| 15XX | Total non-current assets | 36,667,043 | 92 | 34,992,740 | 90 |
| 1XXX | Total assets | $ 40,014,909 | 100 | $ 38,804,708 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Shot-term borrowings | $ 9,022,045 | 23 | $ 8,205,119 | 21 |
| 2110 | Short-term notes payable | 747,913 | 2 | 947,337 | 2 |
| 2170 | Accounts payable | 323,819 | 1 | 472,727 | 1 |
| 2180 | Accounts payable - related parties | 9,167 | - | - | - |
| 2230 | Current Tax Liability | 1,184 | - | - | - |
| 2219 | Other payables | 209,224 | - | 207,484 | 1 |
| 2320 | Current portion of long-term liabilities | 189,200 | - | 307,200 | 1 |
| 2399 | Other current liabilities | 27,917 | - | 38,843 | - |
| 21XX | Total of current liabilities | 10,530,469 | 26 | 10,178,710 | 26 |
| Non-current liabilities | |||||
| 2540 | Long-term borrowings | 6,550,900 | 17 | 6,385,600 | 17 |
| 2550 | Liability reserve | 88,822 | - | 81,231 | - |
| 2570 | Deferred tax liabilities | 866,019 | 2 | 866,019 | 2 |
| 2670 | Other liabilities | 3,414 | - | 1,870 | - |
| 25XX | Total non-current liability | 7,509,155 | 19 | 7,334,720 | 19 |
| 2XXX | Total liabilities | 18,039,624 | 45 | 17,513,430 | 45 |
| Equity | |||||
| 3110 | Common stock capital | 16,859,057 | 42 | 16,859,057 | 44 |
| 3200 | Capital surplus | 1,748,211 | 4 | 1,712,237 | 4 |
| Retained earnings | |||||
| 3310 | Legal reserve | 553,344 | 1 | 537,491 | 1 |
| 3320 | Special reserve | 1,965,549 | 5 | 1,937,366 | 5 |
| 3350 | Undistributed earnings | 213,725 | 1 | 158,528 | 1 |
| Other equity | |||||
| 3410 | Exchange differences from the translation of financial statements of foreign operations | ( 26,296 ) | - | ( 18,496 ) | - |
| 3420 | Unrealized gain or loss on financial assets at fair value through other comprehensive profit or loss | 1,844,210 | 5 | 1,240,151 | 3 |
| 3500 | Treasury stock | ( 1,182,515 ) | ( 3 ) | ( 1,135,056 ) | ( 3 ) |
| 3XXX | Total equity | 21,975,285 | 55 | 21,291,278 | 55 |
| Total liabilities and equity | $ 40,014,909 | 100 | $ 38,804,708 | 100 |
Chairman: Kuei-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yan-Yan Hsu
China Man-Made Fiber Corporation
Individual Income Statement
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands, except Earnings Per Share (NT$)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue | $ 4,917,284 | 100 | $ 5,681,459 | 100 |
| 5000 | Operating cost | ( 6,098,701 ) | ( 124 ) | ( 6,779,181 ) | ( 119 ) |
| 5900 | Gross losses | ( 1,171,417 ) | ( 24 ) | ( 1,097,722 ) | ( 19 ) |
| 5910 | Unrealized gains (losses) from transactions with subsidiaries, affiliates, and joint ventures | 13,776 | - | ( 2,090 ) | - |
| 5920 | Realized gain on the subsidiary, affiliated company and joint ventures | 27 | - | 27 | - |
| 5950 | Realized gross losses | ( 1,137,614 ) | ( 24 ) | ( 1,099,785 ) | ( 19 ) |
| Operating expenses | |||||
| 6100 | Marketing expenses | ( 163,943 ) | ( 3 ) | ( 186,493 ) | ( 3 ) |
| 6200 | Administrative and general affairs expenses | ( 132,164 ) | ( 3 ) | ( 130,472 ) | ( 3 ) |
| 6450 | Expected credit reversal benefit | 10,648 | - | 45,019 | 5 |
| 6000 | Total operating expenses | ( 285,459 ) | ( 6 ) | ( 271,946 ) | ( 5 ) |
| 6900 | Operating losses | ( 1,443,073 ) | ( 30 ) | ( 1,371,731 ) | ( 24 ) |
| Non-operating revenues and expenses | |||||
| 7070 | Shareholdings in the subsidiaries, affiliated companies and joint ventures under the equity method | 1,999,984 | 41 | 1,866,128 | 33 |
| 7100 | Interest revenue | 19,518 | - | 16,284 | - |
| 7130 | Dividend income | 101,690 | 2 | 96,296 | 2 |
| 7190 | Other income and earnings and expense and loss | 50,141 | 1 | 49,324 | 1 |
| 7230 | Net foreign exchange (loss) gain | ( 7,468 ) | - | 33,312 | 1 |
| 7235 | Gains of financial assets and liabilities measured at fair value through profit or loss | 2 | - | 2,925 | - |
| 7610 | Losses from disposal of property or equipment | ( 100 ) | - | ( 148 ) | - |
| 7673 | Impairment loss | ( 241,876 ) | ( 5 ) | ( 330,152 ) | ( 6 ) |
| 7510 | Financial costs | ( 356,899 ) | ( 7 ) | ( 334,719 ) | ( 6 ) |
| 7000 | Total non-operating revenues and expenses | 1,564,992 | 32 | 1,399,250 | 25 |
| 7900 | Income before tax from continuing operations | 121,919 | 2 | 27,519 | 1 |
| 7950 | Income tax (expenses) gains | ( 3,092 ) | - | 2 | - |
| 8200 | Net profits of the current year | 118,827 | 2 | 27,521 | 1 |
| Other comprehensive profit or loss | |||||
| The items that are not re-classified as profit or loss | |||||
| 8311 | Recruitment of determined benefit plan | ( 2,082 ) | - | ( 5,426 ) | - |
| 8316 | Unrealized valuation of the capital gain/loss from equity instrument at fair value through comprehensive income statement as other comprehensive income | 373,263 | 7 | 307,078 | 5 |
| 8330 | Share of other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method | 79,699 | 2 | 346,943 | 6 |
| 8349 | Incomes tax related to titles not subject to reclassification | 416 | - | 1,085 | - |
| 8310 | Items that may be re-classified subsequently under profit or loss | 451,296 | 9 | 649,680 | 11 |
| 8361 | Exchange differences from the translation of financial statements of foreign operations | ( 7,800 ) | - | 89,699 | 2 |
| 8380 | Share of other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method | 133,986 | 3 | ( 431,582 ) | ( 8 ) |
| 8360 | Other comprehensive income of the current year (not amount after taxation) | 126,186 | 3 | ( 341,883 ) | ( 6 ) |
| 8300 | Total amount of comprehensive income of the current year | $ 696,309 | 14 | $ 335,318 | 6 |
| Earnings per share | |||||
| 9750 | Basic earnings per share | $ 0.09 | $ 0.02 | ||
| 9850 | Diluted earnings per share | $ 0.09 | $ 0.02 |
Chairman: Kuei-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
China Man-Made Fiber Corporation
Individual Statements of Changes in Shareholders' Equity
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Code | | Share capital
Common stock | Capital surplus | Retained earnings | | | Other equity | | Treasury stock | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Legal reserve | Special reserve | Undistributed earnings | Exchange differences from the translation of financial statements of foreign operations | Unrealized gain or loss on financial assets at fair value through other comprehensive profit or loss | | |
| A1 | Balance on January 1, 2024 | $16,859,057 | $1,712,756 | $949,064 | $1,937,366 | ($411,573) | ($108,195) | $1,153,089 | ($1,135,056) | $20,956,528 |
| B13 | The 2023 appropriation and distribution of earnings
Loss compensation with the legal reserve | - | - | (411,573) | - | 411,573 | - | - | - | - |
| D1 | 2024 profit | - | - | - | - | 27,521 | - | - | - | 27,521 |
| D3 | Other comprehensive net income in 2024 | - | - | - | - | 8,944 | 89,699 | 209,154 | - | 307,797 |
| D5 | Total comprehensive income in 2024 | - | - | - | - | 36,465 | 89,699 | 209,154 | - | 335,318 |
| M7 | Changes in ownership interests in subsidiaries | - | (539) | - | - | (29) | - | - | - | (568) |
| Q1 | Equity instrument at fair value through other comprehensive income statement | - | - | - | - | 122,092 | - | (122,092) | - | - |
| Z1 | Balance as of December 31, 2024 | 16,859,057 | 1,712,237 | 537,491 | 1,937,366 | 158,528 | (18,496) | 1,240,151 | (1,135,056) | 21,291,278 |
| B1 | The 2024 appropriation and distribution of earnings
Legal reserve appropriated | - | - | 15,853 | - | (15,853) | - | - | - | - |
| B3 | Special reserve appropriated | - | - | - | 28,183 | (28,183) | - | - | - | - |
| D1 | 2025 profit | - | - | - | - | 118,827 | - | - | - | 118,827 |
| D3 | Other comprehensive net income in 2025 | - | - | - | - | (28,379) | (7,800) | 613,661 | - | 577,482 |
| D5 | Total comprehensive income in 2025 | - | - | - | - | 90,448 | (7,800) | 613,661 | - | 696,309 |
| L5 | Shares of the parent company acquired by a subsidiary are deemed treasury shares | - | - | - | - | - | - | - | (47,459) | (47,459) |
| M7 | Changes in ownership interests in subsidiaries | - | 35,974 | - | - | 155 | - | (972) | - | 35,157 |
| Q1 | Disposal of equity instrument investments measured at fair value through other comprehensive income: | - | - | - | - | 8,630 | - | (8,630) | - | - |
| Z1 | Balance as of December 31, 2025 | $16,859,057 | $1,748,211 | $553,344 | $1,965,549 | $213,725 | ($26,296) | $1,844,210 | ($1,182,515) | $21,975,285 |
Chairman: Kuei-Hsien Wang
Manager: Joh-Yi Wang
Accounting Supervisor: Yan-Yun Hsu
- 20 -
China Man-Made Fiber Corporation
Individual Statement of Cash Flow
January 1 to December 31, 2025 and 2024
| Code | Cash flow from operating activities | 2025 | Unit: NTD thousand 2024 |
|---|---|---|---|
| A10000 | Current year net profit before taxation | $ 121,919 | $ 27,519 |
| Profits and loss | |||
| A20100 | Depreciation expenses | 386,952 | 454,501 |
| A20200 | Amortization expenses | 696 | 364 |
| A20300 | Expected credit reversal benefit | ( 10,648 ) | ( 45,019 ) |
| A23900 | Unrealized (gain) loss on sales to subsidiaries, affiliates, and joint ventures | ( 13,776 ) | 2,090 |
| A24000 | Realized sales gains with subsidiaries, affiliates and joint ventures | ( 27 ) | ( 27 ) |
| A20400 | Gain (loss) on financial assets and liabilities at fair value through profit and loss | ( 2 ) | ( 2,925 ) |
| A20900 | Financial costs | 356,899 | 334,719 |
| A21200 | Interest revenue | ( 19,518 ) | ( 16,284 ) |
| A21300 | Dividend income | ( 101,690 ) | ( 96,296 ) |
| A21900 | Provision for liabilities | 34,906 | - |
| A22400 | Share of profit of subsidiaries, affiliates and joint ventures accounted for using the equity method | ( 1,999,984 ) | ( 1,866,128 ) |
| A22500 | Losses from disposal of property or equipment | 100 | 148 |
| A23100 | Gain on disposal of investments | ( 908 ) | - |
| A23700 | Loss in impairment of non-financial assets | 241,876 | 330,152 |
| A23800 | Inventory write-down and obsolescence loss (reversal gain) | 5,174 | ( 74,710 ) |
| Net change in operating assets and liabilities | |||
| A31115 | Financial assets mandatorily measured at fair value through profit or loss | - | 24,328 |
| A31180 | Accounts receivable | 157,151 | 118,239 |
| A31200 | Inventory | 339,333 | 154,715 |
| A31230 | Prepayments | ( 43,386 ) | ( 36,960 ) |
| A31240 | Other current assets | 3,704 | ( 4,805 ) |
| A32180 | Payables | ( 140,238 ) | 49,875 |
| A32230 | Other current liabilities | ( 10,926 ) | ( 5,150 ) |
| A32240 | Net determined benefit liability | ( 41,805 ) | ( 137,759 ) |
| A33000 | Cash outflows generated from operations | ( 734,198 ) | ( 789,413 ) |
| A33100 | Interest received | 19,518 | 17,206 |
| A33200 | Dividends received | 632,490 | 685,498 |
| A33300 | Interest paid | ( 354,662 ) | ( 331,722 ) |
| A33500 | Income tax paid | ( 806 ) | ( 929 ) |
| AAAA | Net cash outflow from operating activities | ( 437,658 ) | ( 419,360 ) |
| Cash flow from investing activities | |||
| B00010 | Acquisition of financial assets at fair value through other comprehensive profit or loss | ( 841 ) | ( 5,298 ) |
| B00020 | Disposal of financial assets at fair value through other comprehensive profit or loss | 23,824 | 40,000 |
| B00030 | De-capitalization refunded monies of financial assets at fair value through other comprehensive profit or loss (decrease) | 66 | - |
| B01800 | Acquisition of long-term equity investments accounted for using the equity method | ( 302,043 ) | - |
| B01900 | Disposal of long-term equity investments accounted for using the equity method | - | 177,710 |
| B02700 | Acquisition of property, plant and equipment | ( 53,282 ) | ( 23,464 ) |
| B02800 | Disposal of property, plant and equipment | - | 400 |
| B03700 | Decrease in Refundable deposits | 6,000 | 100 |
| B04300 | Increase in receivables from related party loans | - | ( 300,000 ) |
| B05400 | Acquisition of investment property | - | ( 12,024 ) |
| B06800 | Decrease in other assets | 85,914 | 86,527 |
| B09900 | Decrease (increase) in restricted assets | 1,765 | ( 3,763 ) |
| BBBB | Net cash outflow from investing activities | ( 238,597 ) | ( 39,812 ) |
| Cash flow from financing activities | |||
| C00100 | Increase of short-term loans | 816,926 | - |
| C00200 | Decrease in short-term loans | - | ( 669,048 ) |
| C00500 | Increase in short-term notes payable | - | 100,240 |
| C00600 | Decrease in short-term notes payable | ( 199,424 ) | - |
| C01600 | Proceeds from long-term loan | 4,590,000 | 4,860,000 |
| C01700 | Re-payments of long-term borrowings | ( 4,542,700 ) | ( 3,614,700 ) |
| C03000 | Increase in guarantee deposits received | 1,544 | 46 |
| C04020 | Payment of principal element of lease liabilities | - | ( 1,595 ) |
| CCCC | Net cash inflow from financing activities | 666,346 | 674,943 |
| EEEE | Net increase (decrease) in cash and cash equivalents | ( 9,909 ) | 215,771 |
| E00100 | Cash and cash equivalents balance – beginning of year | 1,088,053 | 872,282 |
| E00200 | Cash and cash equivalents balance – end of year | $ 1,078,144 | $ 1,088,053 |
Chairman: Kuci-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
- 21 -
- 22 -
China Man-Made Fiber Independent Auditor’s Report
To China Man-Made Fiber Corporation:
Audit opinions
The consolidated balance sheets of China Man-Made Fiber Corporation and its subsidiaries as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the years then ended, as well as the notes to the consolidated financial statements (including a summary of significant accounting policies), have been audited by us.
In our opinion, based on our audit and the audit reports of other auditors (refer to the Other Matter paragraph), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of China Man-Made Fiber Corporation and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the Regulations Governing the Preparation of Financial Reports by Public Banks, the Regulations Governing the Preparation of Financial Reports by Securities Firms, as well as the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the Financial Supervisory Commission.
The basis for opinions
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of Chinese Gamer International Corporation in accordance with the Code of Ethics for certified public accountants in the part relevant to the audit of the financial statements of China Man-Made Fiber Corporation and its subsidiaries, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and the audit reports of other CPAs, we are of the opinion that sufficient and appropriate audit evidence has been obtained to serve as the basis for our audit opinion.
Key audit matter
Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of the consolidated statements of China Man-Made Fiber Corporation and its subsidiaries in 2025. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on those matters.
Key audit procedures of the consolidated financial statements of China Man-Made Fiber Corporation and subsidiary in 2025 included:
Authenticity of specific sales revenue
Notes to key audit matters
Revenue from sales of China Man-Made Fiber Corporation and its subsidiaries is recognized as revenue after the customer has obtained control of the product and assumed the risk of the product. We conducted an analysis of revenue from sales in 2025, taking into account the sales amount and gross profit to identify particular sales customers and including the authenticity of its revenue from sales as a key audit matter.
Please refer to Note 4 (17) of the consolidated financial statements for the accounting policies on sales revenue recognition.
Audit response
- Awareness of the design and implementation of the internal control system related to the recognition of sales revenues for China Man-Made Fiber Corporation and its subsidiaries.
- The efforts to obtain details of the sales revenues account for specific customers of China Man-Made Fiber Corporation and its subsidiaries in 2025 and select samples to check the shipping-related forms and documents to test the authenticity of the sales facts.
Assessment of the expected credit loss from discounting and advances.
Notes to key audit matters
As indicated in Notes 14 and 33(6) of the consolidated financial statements, for the net discounts and loans of China Man-Made Fiber Corporation and its subsidiaries at the end of 2025, the expected credit loss (ECL) amortized in 2025 amounted to NT$633,982,283 thousand and NT$397,746 thousand, respectively, accounting for 61% of the total assets and 5% of comprehensive income, respectively, deemed as quite significant toward the overall consolidated financial statement. In addition, China Man-Made Fiber Corporation and its subsidiaries consider major estimates and judgments of the management level including probability of default and loss given default when determining ECL pursuant to decrees and ordinances of the
competent authority, and shall provide for the higher one. For these reasons, expected credit loss of discounts and loans to the customers are determined as key audit matters.
Regarding the accounting policies related to discounts and loans, the ECL, information linked up with accounting estimate and uncertainties in hypotheses, please refer to Notes 4(14), 5, 14 and 33(6) of the consolidated financial statements for details.
Audit response
- Understand the internal control system adopted by the Company and its subsidiaries for assessing the ECL from discounts and advances. Test whether the discounts and loans are classified according to relevant laws and regulations and letters/orders of the competent authority.
- For the comprehensive evaluation of the ECL adopted by China Man-Made Fiber Corporation, understand and re-calculated key parameters used in the impairment model (probability of default and loss given default) in order to evaluate the reasonableness. In addition, examine whether the amount provided comply with relevant laws and regulations and letters/orders of the competent authority.
Other information
The financial statements of investees included in the consolidated financial statements of the Company and its subsidiaries adopting the equity method have not been audited by us. They are audited by other accountants. Therefore, we refer to the audited reports of other accountants in expressing our opinions in the consolidated statement regarding the investments by equity method and subsidiaries, affiliates, joint ventures and other comprehensive gains and losses. As of December 31, 2025 and 2024, investments accounted for using the equity method based on the audit reports of other auditors amounted to NT$717,387 thousand and NT$827,242 thousand, respectively; for the years 2025 and 2024, the shares of profit or loss and other comprehensive income of subsidiaries, affiliates, and joint ventures recognized using the equity method based on the audit reports of other auditors amounted to (109,855) thousand and (113,008) thousand, respectively. Meanwhile, certain information related to the re-investees' business disclosed under Note 48 of the consolidated financial statement is, as well, disclosed based on the audit reports of other certified public accountants.
China Man-Made Fiber Corporation has duly prepared and compiled parent company only financial statements for the years 2025 and 2024 for which, we, the certified public accountant, have issued audit reports with unqualified opinion plus other matters ready for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, Regulations Governing the Preparation of Financial Reports by Public Banks, and applicable IFRS, IAS, SIC and IFRIC as recognized and endorsed into effect by the FSC, and for such internal control as the management determines is necessary to enable the preparation of the consolidated financial statements to be free from material misstatement whether or not due to fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the ability of China Man-Made Fiber Corporation and its subsidiaries as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate China Man-Made Fiber Corporation and its subsidiaries or to create operations or has no realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of China Man-Made Fiber Corporation and its subsidiaries.
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If fraud or errors are considered materials, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the accounting principles in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following works:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive risks and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a material
-
23 -
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in China Man-Made Fiber Corporation and its subsidiaries.
- Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management.
- Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on China Man-Made Fiber Corporation and its subsidiaries and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause China Man-Made Fiber Corporation and its subsidiaries to cease to continue as a going concern.
- Evaluate the overall presentation, structure, and content of the consolidated statements, including related notes, whether the consolidated statements represent the underlying transactions and events in a matter that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information or the entities or business activities with China Man-Made Fiber Corporation and its subsidiaries to express an opinion on the consolidated financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of the China Man-Made Fiber Corporation; also, is responsible for forming an opinion on the audit of the China Man-Made Fiber Corporation and its subsidiaries.
We communicate with those in charge of governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provide those in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, (related safeguards).
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of China Man-Made Fiber Corporation and its subsidiaries of 2025 and are therefore the key audit matters. We describe these matters in our auditor's 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 communications.
Deloitte and Touche
CPA: Shu-Lin Liu
CPA: Pan-Fa Wang
Financial Supervisory Commission Approval No. Jin-Guan-Zheng-Shen-Zi No. 1050024633
Financial Supervisory Commission Approval No. Jin-Guan-Zheng-Shen-Zi No. 1100356048
March 9, 2026
China Man-Made Fiber Corporation and subsidiary
Consolidated Balance Sheet
December 31, 2025 and 2024
| Code | Assets | December 31, 2025 | Unit: NTD thousand December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents | $ 15,229,036 | 2 | $ 18,300,962 | 2 |
| 1110 | Due from Central Bank and lend to Banks | 52,557,909 | 5 | 49,941,583 | 5 |
| 1120 | Financial assets at fair value through profit or loss- current | 43,299,662 | 4 | 36,964,400 | 4 |
| 1180 | Bonds and securities sold under repurchase agreements | 16,180,210 | 2 | 8,241,776 | 1 |
| 1201 | Notes receivable | 11,272,941 | 1 | 9,902,598 | 1 |
| 1202 | Accounts receivable | 10,489,321 | 1 | 13,461,835 | 1 |
| 1203 | Other receivables | 3,723,951 | - | 2,629,039 | - |
| 1260 | Current income tax asset | 19,217 | - | 16,164 | - |
| 1270 | Inventory | 973,034 | - | 1,422,344 | - |
| 1280 | Prepayments | 1,040,614 | - | 1,208,430 | - |
| 1320 | Other current assets | 404,471 | - | 355,972 | - |
| 1330 | Notes discounted and loans - net | 633,982,283 | 61 | 603,477,297 | 61 |
| 11XX | Total current assets | 789,172,649 | 76 | 745,922,400 | 75 |
| Non-Current assets | |||||
| 1415 | The financial assets measured for the fair values through other comprehensive income- non-current | 105,047,843 | 10 | 103,720,154 | 11 |
| 1435 | Financial assets measured at amortized cost- non-current | 103,297,941 | 10 | 107,749,552 | 11 |
| 1470 | Investment under the equity method | 730,454 | - | 842,270 | - |
| 1500 | Property, plant and equipment-net | 30,200,482 | 3 | 28,829,510 | 3 |
| 1595 | Right-of-use assets | 1,114,417 | - | 1,322,764 | - |
| 1600 | Real property for investment- net | 3,546,728 | 1 | 3,568,796 | - |
| 1700 | Intangible assets - net | 571,368 | - | 339,512 | - |
| 1800 | Net deferred income tax assets | 1,467,121 | - | 1,574,799 | - |
| 1900 | Other assets | 3,139,329 | - | 2,710,846 | - |
| 14XX | Total non-current assets | 249,115,683 | 24 | 250,658,203 | 25 |
| 1XXX | Total assets | $1,038,288,332 | 100 | $996,580,603 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2110 | Short-term borrowings | $ 23,018,143 | 2 | $ 23,674,893 | 3 |
| 2120 | Short-term notes payable | 7,176,162 | 1 | 6,403,037 | 1 |
| 2130 | Bills and bonds sold under repurchase agreements | 10,168,693 | 1 | 12,844,223 | 1 |
| 2140 | Financial liabilities at fair value through profit or loss- current | 2,682,542 | - | 2,821,648 | - |
| 2190 | Due to Central Bank and other banks | 14,856,943 | 2 | 19,651,215 | 2 |
| 2201 | Payable notes | 17,012 | - | 9,832 | - |
| 2202 | Accounts payable | 724,810 | - | 919,914 | - |
| 2204 | Other payables | 9,833,768 | 1 | 8,368,851 | 1 |
| 2310 | Current Tax Liability | 598,145 | - | 831,751 | - |
| 2330 | Current portion of long-term liabilities | 412,801 | - | 647,706 | - |
| 2335 | Lease liabilities - current | 214,834 | - | 228,859 | - |
| 2350 | Other current liabilities | 745,281 | - | 731,009 | - |
| 2360 | Customer deposits and remittances | 842,473,244 | 81 | 806,280,280 | 81 |
| 21XX | Total of current liabilities | 912,922,378 | 88 | 883,413,218 | 89 |
| Non-current liabilities | |||||
| 2540 | Bonds payable | 14,830,000 | 1 | 12,630,000 | 1 |
| 2550 | Long-term borrowings | 8,238,801 | 1 | 8,060,580 | 1 |
| 2600 | Liability reserve | 1,473,024 | - | 1,363,847 | - |
| 2625 | Lease liabilities - noncurrent | 809,771 | - | 996,347 | - |
| 2630 | Deferred tax liabilities | 1,020,032 | - | 1,020,032 | - |
| 2660 | Other liabilities | 7,048,543 | 1 | 5,039,055 | 1 |
| 25XX | Total non-current liability | 33,420,171 | 3 | 29,109,861 | 3 |
| 2XXX | Total liabilities | 946,342,549 | 91 | 912,523,079 | 92 |
| Equity of the company | |||||
| 3110 | Common stock capital | 16,859,057 | 2 | 16,859,057 | 2 |
| 3200 | Capital surplus | 1,748,211 | - | 1,712,237 | - |
| Retained earnings | |||||
| 3310 | Legal reserve | 553,344 | - | 537,491 | - |
| 3320 | Special reserve | 1,965,549 | - | 1,937,366 | - |
| 3330 | Undistributed earnings | 213,725 | - | 158,528 | - |
| Other equity | |||||
| 3410 | Exchange differences from the translation of financial statements of foreign operations | ( 26,296 ) | - | ( 18,496 ) | - |
| 3425 | Unrealized gain on financial assets at fair value through other comprehensive profit or loss | 1,844,210 | - | 1,240,151 | - |
| 3500 | Treasury stock | ( 1,182,515 ) | - | ( 1,135,056 ) | - |
| 31XX | Total equity attributable to owners of the Company | 21,975,285 | 2 | 21,291,278 | 2 |
| 32XX | Non-controlling interest | 69,970,498 | 7 | 62,766,246 | 6 |
| 3XXX | Total equity | 91,945,783 | 9 | 84,057,524 | 8 |
| Total liabilities and equity | $1,038,288,332 | 100 | $996,580,603 | 100 |
Chairman: Kuei-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
China Man-Made Fiber Corporation and subsidiary
Consolidated Income Statement
January 1 to December 31, 2025 and 2024
| Code | Unit: NT$ thousands, except Earnings Per Share (NT$) | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| Income | |||||
| 4010 | Interest revenue | $ 27,425,757 | 61 | $ 25,220,640 | 56 |
| 4050 | Income from handling fees | 5,580,103 | 12 | 5,115,800 | 11 |
| 4090 | Gains of financial assets and liabilities measured at fair value through profit or loss | 5,013 | - | 3,612,754 | 8 |
| 4105 | Realized gain on financial assets at fair value through other comprehensive profit or loss | 401,093 | 1 | 354,615 | 1 |
| 4160 | Net sales revenue | 9,719,284 | 22 | 10,441,762 | 23 |
| 4250 | Financial assets impairment loss (reversal gain) | 2,120 | - | - | - |
| 4255 | Expected credit reversal benefit | 10,755 | - | 52,401 | - |
| 4260 | Exchange gain | 1,517,019 | 3 | - | - |
| 4270 | Other income | 611,714 | 1 | 582,183 | 1 |
| 4XX | Total revenue | 45,272,858 | 100 | 45,380,155 | 100 |
| X | |||||
| Expenses | |||||
| 5010 | Interest expenses | 14,554,389 | 32 | 13,335,081 | 29 |
| 5060 | Service charges | 441,197 | 1 | 386,474 | 1 |
| 5080 | Loss of affiliated companies and joint ventures under the equity method | 114,617 | - | 114,211 | - |
| 5090 | Bad debt expense, commitment and guaranty reserve | 648,694 | 2 | 1,100,726 | 2 |
| 5190 | Cost of goods sold | 10,134,996 | 22 | 10,683,725 | 24 |
| 5230 | Operating expenses | 10,421,236 | 23 | 9,649,841 | 21 |
| 5280 | Impairment loss | 241,876 | 1 | 330,152 | 1 |
| 5285 | Financial assets impairment loss | - | - | 8,077 | - |
| 5290 | Exchange loss | - | - | 1,805,503 | 4 |
| 5320 | Other expenses | 8,174 | - | 32,695 | - |
| 5XX | Total expenses | 36,565,179 | 81 | 37,446,485 | 82 |
| X | |||||
| 6100 | Net profit before taxation | 8,707,679 | 19 | 7,933,670 | 18 |
| 6200 | Income tax expenses | 1,814,369 | 4 | 1,632,857 | 4 |
| 6500 | Net income | 6,893,310 | 15 | 6,300,813 | 14 |
| Other comprehensive profit or loss | |||||
| 6611 | Reevaluation of determined benefit plan | ( 156,999 ) | - | 45,409 | - |
| 6617 | Evaluation of the capital gain from equity instrument at fair value through comprehensive income statement as other comprehensive income | 756,456 | 2 | 1,440,216 | 3 |
| 6625 | Share of other comprehensive income of associates and joint ventures accounted for using the equity method | 566 | - | ( 402) | - |
| 6649 | Incomes tax related to titles not subject to reclassification | 25,478 | - | ( 30,685) | - |
| 6610 | Total of items not reclassified to profit or loss | 625,501 | 2 | 1,454,538 | 3 |
| 6651 | Items that may be re-classified subsequently under profit or loss | ||||
| 6659 | Exchange differences from the translation of financial statements of foreign operations | ( 56,148 ) | - | 187,501 | 1 |
| 6659 | Capital gain (loss) of debts instrument at fair value through comprehensive income statement as other comprehensive income | 552,864 | 1 | ( 1,788,841) | ( 4 ) |
| 6650 | Total of items that may be reclassified subsequently to profit or loss | 496,716 | 1 | ( 1,601,340) | ( 3 ) |
| 6600 | Other comprehensive income of the current year (net amount after taxation) | 1,122,217 | 3 | ( 146,802) | - |
| 6700 | Total amount of comprehensive income of the current year | $ 8,015,527 | 18 | $ 6,154,011 | 14 |
| Profit attributable to: | |||||
| 6810 | Owners of parent | $ 118,827 | - | $ 27,521 | - |
| 6820 | Non-controlling interest | 6,774,483 | 15 | 6,273,292 | 14 |
| 6800 | $ 6,893,310 | 15 | $ 6,300,813 | 14 | |
| The total comprehensive income belongs to | |||||
| 6910 | Owners of parent | $ 696,309 | 2 | $ 335,318 | 1 |
| 6920 | Non-controlling interest | 7,319,218 | 16 | 5,818,693 | 13 |
| 6900 | $ 8,015,527 | 18 | $ 6,154,011 | 14 | |
| Earnings per share | |||||
| 7000 | Basic earnings per share | $ 0.09 | $ 0.02 | ||
| 7100 | Diluted earnings per share | $ 0.09 | $ 0.02 |
Chairman: Kuei-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
- 26 -
China Man-Made Fiber Corporation and subsidiary
Consolidated Statements of Changes in Shareholders' Equity
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Code | Balance on January 1, 2024 | Share capital | Retained earnings | Other equity | Treasury stock | Total | Non-controlling interest | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Exchange differences from the translation of financial statements of foreign operations | Unrealized gain or loss on financial assets at fair value through other comprehensive profit or loss | ||||||
| A1 | Balance on January 1, 2024 | $16,859,057 | $1,712,776 | $949,064 | $1,937,366 | ($411,373) | ($108,195) | $1,153,089 | ($1,155,056) | $20,956,528 | $58,529,347 | $79,486,075 |
| B13 | The 2023 appropriation and distribution of earnings | |||||||||||
| Less compensation with the legal reserve | - | - | (411,573) | - | 411,573 | - | - | - | - | - | - | |
| D1 | 2024 profit | - | - | - | - | 27,521 | - | - | - | 27,521 | 6,273,292 | 6,300,813 |
| D3 | Other comprehensive net income in 2024 | - | - | - | - | 8,944 | 89,699 | 209,154 | - | 307,797 | (454,509) | (146,802) |
| D5 | Total comprehensive income in 2024 | - | - | - | - | 36,465 | 89,699 | 209,154 | - | 335,318 | 5,818,693 | 6,154,011 |
| M7 | Changes in ownership interests in subsidiaries | - | (539) | - | - | (29) | - | - | - | (568) | 568 | - |
| Q1 | Equity instrument at fair value through other comprehensive income statement | - | - | - | - | 122,092 | - | (122,092) | - | - | - | - |
| O1 | Increase/ decrease in Non-controlling interest | - | - | - | - | - | - | - | - | - | (1,582,562) | (1,582,562) |
| Z1 | Balance as of December 31, 2024 | 16,859,057 | 1,712,237 | 537,491 | 1,937,366 | 158,528 | (18,496) | 1,240,151 | (1,135,056) | 21,291,278 | 62,766,246 | 84,057,524 |
| B1 | The 2024 appropriation and distribution of earnings | |||||||||||
| Legal reserve appropriated | - | - | 15,853 | - | (15,853) | - | - | - | - | - | - | |
| B3 | Special reserve appropriated | - | - | - | 28,183 | (28,183) | - | - | - | - | - | - |
| D1 | 2025 profit | - | - | - | - | 118,827 | - | - | - | 118,827 | 6,774,483 | 6,893,310 |
| D3 | Other comprehensive net income in 2025 | - | - | - | - | (28,379) | (7,800) | 613,661 | - | 577,482 | 544,735 | 1,122,217 |
| D5 | Total comprehensive income in 2025 | - | - | - | - | 90,448 | (7,800) | 613,661 | - | 696,309 | 7,319,218 | 8,015,527 |
| L5 | Shares of the parent company acquired by a subsidiary are deemed treasury shares | - | - | - | - | - | - | - | (47,459) | (47,459) | - | (47,459) |
| M7 | Changes in ownership interests in subsidiaries | - | 35,974 | - | - | 155 | - | (972) | - | 35,157 | (36,129) | (972) |
| Q1 | Equity instrument at fair value through other comprehensive income statement | - | - | - | - | 8,630 | - | (8,630) | - | - | - | - |
| O1 | Increase/ decrease in Non-controlling interest | - | - | - | - | - | - | - | - | - | (78,837) | (78,837) |
| Z1 | Balance as of December 31, 2025 | $16,859,057 | $1,748,211 | $553,344 | $1,965,549 | $213,725 | ($26,296) | $1,844,210 | ($1,182,513) | $21,975,285 | $69,970,498 | $91,945,783 |
Chairman: Kuci-Hsien Wang
Manager: Jeb-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
China Man-Made Fiber Corporation and subsidiary
Consolidated Statement of Cash Flows
January 1 to December 31, 2025 and 2024
| Code | Cash flow from operating activities | 2025 | Unit: NTD thousand 2024 |
|---|---|---|---|
| A00010 | Income before tax from continuing operations | $ 8,707,679 | $ 7,933,670 |
| A20100 | Defects and loss | - | - |
| A20200 | Depreciation expenses | 1,061,063 | 1,088,203 |
| A20300 | Amortization expenses | 149,771 | 94,829 |
| A20400 | Expected credit impairment loss | 637,939 | 1,048,325 |
| A20900 | Gain (loss) on financial assets and liabilities at fair value through profit and loss | ( 5,013 ) | ( 3,612,754 ) |
| A21200 | Interest expenses | 14,554,389 | 13,335,081 |
| A21300 | Interest revenue | ( 27,425,757 ) | ( 25,220,640 ) |
| A21800 | Dividend income | ( 404,768 ) | ( 343,363 ) |
| A22180 | Provision for liabilities | 34,906 | - |
| A22300 | Impairment (reversal gain) loss on financial assets | ( 2,120 ) | 8,077 |
| A22500 | Loss of affiliated companies and joint ventures under the equity method | 114,617 | 114,211 |
| A22700 | Gain on disposal and retirement of property, plant and equipment | ( 4,538 ) | ( 3,406 ) |
| A23000 | Gain on disposal of investments | ( 1,110 ) | - |
| A23100 | Capital gain of instrument investments measured at fair value through other comprehensive income | ( 401,093 ) | ( 354,615 ) |
| A23200 | Losses on disposal of subsidiaries | - | 20,072 |
| A23700 | Loss in impairment of non-financial assets | 241,876 | 330,152 |
| A23800 | Inventory write-down and obsolescence loss (reversal gain) | 591 | ( 67,717 ) |
| A24100 | Unrealized foreign currency exchange losses (gains) | 824,618 | ( 1,118,080 ) |
| A29900 | Other items | ( 3,446 ) | ( 9,480 ) |
| A91110 | Net change in operating assets and liabilities | ||
| A91200 | Due from Central Bank and lend to Banks | ( 1,550,333 ) | ( 3,536,200 ) |
| A91250 | Financial assets at fair value through profit and loss | ( 6,590,218 ) | ( 385,879 ) |
| A91250 | Accounts receivable | 560,119 | ( 2,057,829 ) |
| A91260 | Inventory | 448,719 | 94,972 |
| A91260 | Prepayments | 167,816 | ( 165,356 ) |
| A91280 | Other current assets | 36,719 | ( 40,796 ) |
| A91290 | Discounts and loans | ( 30,852,712 ) | ( 62,348,778 ) |
| A91320 | Other financial assets | ( 34,745 ) | 301,934 |
| A92110 | Bills and bonds sold under repurchase agreements | ( 2,675,530 ) | 7,087,668 |
| A92120 | Financial liabilities at fair value through profit and loss | 120,863 | ( 1,762,889 ) |
| A92150 | Due to Central Bank and other banks | ( 4,794,272 ) | 8,035,747 |
| A92160 | Payables | 1,182,538 | ( 3,195,424 ) |
| A92280 | Other liabilities | 39,236 | ( 21,391 ) |
| A92290 | Customer deposits and remittances | 36,192,964 | 77,698,676 |
| A92330 | Other financial liabilities | 2,058,851 | 291,890 |
| A92310 | Employee benefit liabilities reserve | ( 190,534 ) | ( 214,275 ) |
| A33000 | Cash inflow (outflow) from operating activities | ( 7,800,915 ) | 13,024,635 |
| A33100 | Interest received | 27,142,597 | 24,604,514 |
| A33200 | Dividends received | 404,768 | 343,363 |
| A33300 | Interest paid | ( 14,454,934 ) | ( 13,093,520 ) |
| A33500 | Income tax paid | ( 1,917,872 ) | ( 1,787,849 ) |
| AAAA | Net cash inflow from operating activities | 3,373,644 | 23,091,143 |
| Cash flow from investing activities | |||
| B00010 | Acquisition of financial assets at fair value through other comprehensive profit or loss | ( 25,993,966 ) | ( 56,716,730 ) |
| B00020 | Disposal of financial assets at fair value through other comprehensive profit or loss | 25,979,821 | 21,234,376 |
| B00030 | De-capitalization refunded monies of financial assets at fair value through other comprehensive profit or loss (decrease) | 66 | - |
| B00040 | Financial assets acquired on the basis of cost after amortization | ( 592,980,779 ) | ( 605,080,740 ) |
- 28 -
- 29 -
(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B00060 | Hdd-to-maturity financial assets based on cost after amortization | $ 596,977,002 | $ 610,529,462 |
| B01800 | Acquisition of investment under the equity method | ( 2,235 ) | ( 10,000 ) |
| B02300 | Net cash inflow from disposition of subsidiaries | - | 128,758 |
| B02700 | Acquisition of property, plant and equipment | ( 2,423,365 ) | ( 1,641,476 ) |
| B02800 | Disposal of property, plant and equipment | 19,424 | 25,841 |
| B03700 | Increase in refundable deposits | ( 527,265 ) | ( 84,838 ) |
| B04300 | Increase in receivables from related party loans | - | ( 300,000 ) |
| B04500 | Acquisition of Intangible assets | ( 377,829 ) | ( 147,363 ) |
| B05400 | Acquisition of investment property | - | ( 12,024 ) |
| B06800 | Decrease in other assets | 129,153 | 22,188 |
| B09900 | Decrease (increase) in restricted assets | ( 85,218 ) | 10,567 |
| BBBB | Net cash inflow (outflow) from investing activities | 714,809 | ( 32,041,979 ) |
| Net cash flow from financing activities | |||
| C00200 | Decrease in short-term loans | ( 656,750 ) | ( 12,036 ) |
| C00500 | Increase in short-term notes payable | 773,125 | 456,064 |
| C01400 | Issuance of financial bonds | 5,000,000 | - |
| C01500 | Repayment of financial bonds | ( 2,800,000 ) | ( 2,360,000 ) |
| C01600 | Proceeds from long-term loan | 4,903,250 | 6,149,370 |
| C01700 | Re-payments of long-term borrowings | ( 4,959,934 ) | ( 4,393,659 ) |
| C03000 | Increase in guarantee deposits received | - | 137,664 |
| C03100 | Decrease in guarantee deposits | ( 74,327 ) | - |
| C04020 | Payment of principal element of lease liabilities | ( 211,286 ) | ( 213,778 ) |
| C04900 | Repurchase of treasury shares | ( 47,459 ) | - |
| C05800 | Change in non-controlling interest | ( 78,837 ) | ( 1,582,562 ) |
| CCCC | Net cash inflow (outflow) from financing activities | 1,847,782 | ( 1,818,937 ) |
| DDDD | Impact of changes in exchange rate on cash and cash equivalents | ( 3,734 ) | 82,856 |
| EEEE | Increase (decrease) in current cash and cash equivalents | 5,932,501 | ( 10,686,917 ) |
| E00100 | Balance of cash and cash equivalents at the beginning of the period | 49,506,703 | 60,193,620 |
| E00200 | Balance of cash and cash equivalents at the end of the period | $ 55,439,204 | $ 49,506,703 |
| Reconciliation of cash and cash equivalents at the end of the period | |||
| Code | December 31, 2025 | December 31, 2024 | |
| E00210 | Cash and cash equivalents on the balance sheet | $ 15,229,036 | $ 18,300,962 |
| E00220 | The "Due from the Central Bank and call loans" in compliance with the definition of cash and cash equivalents under IAS 7 | 24,029,958 | 22,963,965 |
| E00230 | The "bonds and securities sold under repurchase agreements" that meet the definitions of cash and cash equivalents under IAS 7 | 16,180,210 | 8,241,776 |
| E00200 | Balance of cash and cash equivalents at the end of the period | $ 55,439,204 | $ 49,506,703 |
Chairman: Kuei-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
China Man-Made Fiber Corporation
Statement of Earnings Distribution
2025
Unit: NTD
| Item | Amount |
|---|---|
| Opening undistributed earnings | 114,492,214 |
| Adoption of TIFRS adjustments | 0 |
| Adjusted unappropriated earnings - beginning | 114,492,214 |
| Retained earnings adjusted due to investments accounted for using equity method | 5,876,906 |
| The defined benefit plan re-measured amount is recognized in the “retained earnings” account | (1,665,812) |
| Disposal of equity instruments at fair value through other comprehensive profit and loss, the accumulated profit and loss are directly transferred to retained earnings. | (23,805,749) |
| Unappropriated adjusted earnings | 94,897,559 |
| Net income or loss for current period | 118,827,538 |
| Legal reserve appropriated (10%) | (9,923,288) |
| Special reserve appropriated according to the law | (76,269,202) |
| Current distributable earnings | 127,532,607 |
| Distributions | |
| Stock dividends (NT$0 per share) | 0 |
| Shareholder dividends – cash (NTD0 per share) | 0 |
| Ending unappropriated earnings Ending unappropriated earnings | 127,532,607 |
Note: As the subsidiary held shares of the parent company at the end of the period and the market value was lower than the book value, a special reserve of NT$76,269,202 was appropriated based on the shareholding ratio, and shall not be distributed. For the current period, net income was NT$118,827,538, and distributable earnings totaled NT$127,532,607. No shareholder dividends or bonuses are proposed to be distributed.
Chairman: Kuei-Hsien Wang
Manager: Jeh-Yi Wang
Accounting Supervisor: Yun-Yun Hsu
- 30 -
China Man-Made Fiber Comparison Table for Amendments to Measures for Handling Acquisition or Disposal of Assets
| Clauses after the amendment | Original clause | Reasons behind amendments |
|---|---|---|
| Article 4 Investment quota: | ||
| In addition to the assets for business use, the Company may invest in or purchase real estate and their right-of-use assets or negotiable securities for non-business use, and the amount limits are as follows: | ||
| I. The total amount of the real property and the right-of-use assets for non-business use shall not exceed 80% of the net value of equity of the most recent audited and validated financial reports. | ||
| II. The total amount of long-term and short-term marketable securities investments shall not exceed 150% of the Company’s net equity. | ||
| III. The investment amount in any individual marketable security shall not exceed 50% of the Company’s net equity. | ||
| The calculation of the total amount of the above marketable securities investments shall be based on the original investment cost. | Article 4 Investment quota: | |
| In addition to the assets for business use, the Company may invest in or purchase real estate and their right-of-use assets or negotiable securities for non-business use, and the amount limits are as follows: | ||
| I. The total amount of the real property and the right-of-use assets for non-business use shall not exceed 80% of the net value of equity of the most recent audited and validated financial reports. | ||
| II. The total amount of long-term and short-term marketable securities investments shall not exceed 150% of the Company’s net equity. | ||
| III. The investment amount in any individual marketable security shall not exceed 50% of the Company’s net equity. | Specifies the basis for calculating the total investment amount. | |
| Article 15 | ||
| [I~II: Omitted] | ||
| III. Losses from derivatives trading reaching the limit on aggregate losses specified in these Procedures or losses on individual contracts. | ||
| IV. Acquisition or disposal of equipment or its right-of-use assets for business operations from an unrelated party at a transaction amount meets any one of the following criteria: | ||
| (I) Public companies with paid-in capital of less than NTD10 billion and amount of transaction exceeds NTD500 million. | ||
| (II) For a public company with paid-in capital of NT$10 billion or more but less than NT$50 billion, a transaction amount of NT$1 billion or more. | ||
| (III) For a public company with paid-in capital of NT$50 billion or more, a transaction amount reaching 5% or more of the Company’s paid-in capital. | ||
| [V-VI: Omitted] | ||
| VII. For a public company with paid-in capital of NT$50 billion or more, transactions involving government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) conducted on a stock exchange or at a securities firm’s place of business, which do not fall under the proviso of Subparagraph 8 and where the counterparty is not a related party, with a transaction amount reaching 5% or more | Article 15 | |
| [I~II: Omitted] | ||
| III. Derivative trading losses amounting to the total contract loss limit or individual contract loss limit defined in the handling procedures. | ||
| IV. Acquisition or disposal of equipment or its right-of-use assets for business operations from an unrelated party at a transaction amount meets any one of the following criteria: | ||
| (I) Public companies with paid-in capital of less than NTD10 billion and amount of transaction exceeds NTD500 million. | ||
| (II) For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | ||
| [V-VI: Omitted] | Adds the reporting and disclosure thresholds applicable to public companies with paid-in capital of NT$50 billion. |
- 31 -
| Clauses after the amendment | Original clause | Reasons behind amendments |
|---|---|---|
| of the Company’s paid-in capital. | ||
| VIII. Asset transactions other than those described in the preceding seven subparagraphs, disposal of claims by financial institutions, or investments in China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. | VII. Asset transactions other than those described in the preceding six subparagraphs, disposal of claims by financial institutions, or investments in China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. | |
| However, the following conditions are not subject to this restriction: | ||
| [Omitted hereinafter] | However, the following conditions are not subject to this restriction: | |
| [Omitted hereinafter] | ||
| Article 16-2 | ||
| For the calculation of 10% of total assets under the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the total assets stated in the most recent standalone financial report or individual financial report prepared under the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” shall be used. | ||
| For a company whose shares have no par value or a par value other than NT$10 per share, the provisions regarding transaction amounts based on 20% of paid-in capital under the Regulations Governing the Acquisition or Disposal of Assets by Public Companies shall be calculated at 10% of equity attributable to owners of the parent; the provisions regarding transaction amounts based on 5% of paid-in capital shall be calculated at 2.5% of equity attributable to owners of the parent; the provisions regarding transaction amounts for paid-in capital reaching NT$10 billion shall be calculated at NT$20 billion of equity attributable to owners of the parent; and the provisions regarding transaction amounts for paid-in capital reaching NT$50 billion shall be calculated at NT$100 billion of equity attributable to owners of the parent. | Article 16-2 | |
| For the calculation of 10% of total assets under the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the total assets stated in the most recent standalone financial report or individual financial report prepared under the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” shall be used. | ||
| When the shares of this Company have no par value or the par value is other than NT$10 per share, the transaction restriction at twenty percent (20%) of the Company’s paid-in capital in Regulations Governing the Acquisition or Disposition of Assets by Public Companies shall be calculated at ten percent (10%) of the equity attributed to owners of the parent company. The transaction restriction for a paid-in capital at NT$10 billion in these Procedures shall be calculated at NT$20 billion of the parent company. | Adds the reporting and disclosure thresholds applicable to public companies with paid-in capital of NT$50 billion. |
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Directors' Shareholdings
I. All directors minimum shareholding and the shareholdings listed in the registry of shareholders:
| Title | Shareholdings | Shareholdings registered in the registry of shareholders | Remark |
|---|---|---|---|
| Director | 40,461,738 | 96,323,167 |
Note: The book closure date is April 13, 2026
II. All Directors shareholding list:
| Title | Name | Quantity of Shares | Shareholding ratio |
|---|---|---|---|
| Chairman | Representative of Pan Asia Investment Co., Ltd.: Kuei-Hsien Wang | 52,393,736 | 3.11% |
| Vice Chairman | Representative of Chuang Chien Investment Co., Ltd.: Te-Wei Li | 43,929,431 | 2.61% |
| Managing Director (Independent Director) | Chih-Ming Shih | 0 | 0 |
| Independent director | Ya-Wei Chang | 0 | 0 |
| Independent director | Yu-Wei Cheng | 0 | 0 |
| Director | Representative of Pan Asia Investment Co., Ltd.: Ming-Hsiung Huang | 52,393,736 | 3.11% |
| Director | Representative of Pan Asia Investment Co., Ltd.: Li-Yeh Hsu | 52,393,736 | 3.11% |
| Director | Representative of Chuang Chien Investment Co., Ltd.: Jeh-Yi Wang | 43,929,431 | 2.61% |
| Director | Representative of Chuang Chien Investment Co., Ltd.: Hung-Yang Wu | 43,929,431 | 2.61% |
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"Articles of Incorporation" of China Man-Made Fiber Corporation
Chapter 1 General Provisions
I. The Company is organized as China Man-Made Fiber Corporation in accordance with the provisions of the Company Act.
II. The Company’s scope of business is shown on the left:
- Manufacturing, processing and buying and selling of man-made fiber, cellophane, polyamine fiber, polyester fiber, chemicals and the raw materials.
- Development, manufacturing and buying and selling of machinery used for the above products.
- Manufacturing and buying and selling of ethylene glycol, ethylene oxide, nonylphenol, ethylene, liquefied petroleum gas and the related petrochemical industry products.
- Commission construction firms to build residential and commercial buildings to be rented or for sale.
- Distribution, sorting and storage of various products.
- Operate supermarkets which sell fresh food, vegetables, fish, meat, cooking garnishes and spices and seasonings.
- Manufacturing and sales of steam and industrial and commercial electricity by cogeneration (electricity shall not be sold to energy users).
- Agency, distribution and contract bidding for installation of cogeneration and pollution control equipment.
- Manufacturing and sales of oxygen, liquid oxygen, nitrogen, liquid nitrogen, air argon, liquid argon, carbon dioxide and compressed air.
- F212011 Gas station.
- D201021 Gas station.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval
III. The head office and the factory of the Company are located in Dashe District of Kaohsiung City, and the Company may establish branches or other factories in other parts of the country upon the board’s approval depending on the actual needs.
IV. (Deleted)
Chapter 2 Shares
V. The Company has total capital amounting to NTD 21 billion, divided into 2.1 billion shares at NT$10 par value, The Board of Directors is authorized with full powers to issue the unissued shares in due time.
VI. Exactly in accordance with the Company Act, the Company, upon issuing new shares, may issue new shares in a disembodied (book entry) manner.
VII. The company's share administration practices shall comply with "Printing Specifications for the Certificates of Publicly Traded Shares".
VIII. (Deleted)
IX. (Deleted)
X. (Deleted)
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XI. (Deleted)
XII. (Deleted)
XIII. The Company shall not handle any requests for transfers of shares within 60 days prior to the shareholders general meeting and 30 days prior to the extraordinary general meeting or within 5 days before the record date for the distribution of dividends, bonuses or other interests.
Chapter 3 Shareholders' Meeting
XIV. The Company holds general meetings and extraordinary general meetings.
A. General meetings are convened by the board within six months after the end of each fiscal year.
B. Extraordinary general meetings are convened in the event that the Company has important matters to present upon resolution by the board or when the audit committee deems it necessary, or if shareholders who have more than 3% of the total issued shares for more than one year request the board in writing to convene the meetings.
The Company may hold shareholders' meetings by video conference or in other manners as announced by the central competent authority.
XV. Shareholders shall be notified of the convening of the shareholders general meetings at least 30 days before the meetings and shall be notified of the convening of the extraordinary general meetings at least 15 day before the meetings, and the notifications shall be publicly announced.
XVI. Except otherwise regulated by the Company Act, a shareholders' meeting resolution is passed when more than half of all outstanding shares are represented in the meeting and is approved by more than half of all voting rights represented during the meeting.
XVII. When the number of the attending shareholders does not constitute the quorum prescribed in the preceding article but represents one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those in attendance. A notice of such tentative resolution shall be given to each of the shareholders, and a shareholders meeting reconvened within one month. In the abovementioned meeting of shareholders, if the tentative resolution is again adopted by a majority of those in attendance who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding article.
XVIII. Shareholders are entitled to one vote per share; except for those subject to restrictions or the non-voting matters illustrated in Article 179 Paragraph 2 of the Company Law.
XIX. A shareholder may appoint a proxy to attend a shareholders meeting on his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. In addition to the provisions of the Company Act, the appointment shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the authority.
XX. The Chairperson of the board shall chair the shareholders meeting. If the Chairman is absent, the vice Chairman will be appointed to chair the meeting on behalf of the Chairman. If the Chairman and the vice Chairman are absent at the same time, a managing director shall be appointed to chair the meeting, and the
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meeting shall be handled in accordance with the Company's Rules of Procedure for Shareholders Meetings.
XXI. 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, together with the attendance record and power of attorney of proxy, kept by the board at the Company office and distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be distributed in the form of public announcement.
Chapter 4 Directors and the Board of Directors
XXII. The Company's board has seven to nine directors who determine the number of directors of the board. The directors are elected by the shareholders meeting, from those who have disposing capacity. Candidates who receive the same number of votes will be determined by lot.
Among the total number of director seats mentioned in the preceding paragraph, the number of independent directors shall not be less than the minimum of three. The Company shall elect directors (including independent directors) by means of candidates' nomination system. The shareholders shall duly elect among the candidates enumerated in the candidate list exactly in accordance with Article 192-1 of the Company Act.
The remuneration of the independent directors is determined by the authorized board, depending on the extent of their participation in the Company's operations and contribution, and the pay standard in the same industry.
XXIII. Directors serve a term of three years and may continue to serve if re-elected. If the number of directors has a shortfall and a by-election is not held to fill the vacancies, those who also receive the majority of votes in the prior election may serve on the board if necessary.
XXIV. The Board of Directors exercises the following authorities:
- Preparation of business plan
- Review and approval of important articles and contracts.
- Appointment and dismissal of high-ranking personnel.
- Establishment and abolition of branches.
- Preparation of budget and final accounts.
- The proposed earnings distribution
- The proposed capital increase or decrease
- Decision to issue new shares.
- Preparation of investments in other businesses.
- Resolutions reached on the other important matters
XXIV-I. The Company's board may establish a compensation committee or other functional committees for the needs of business operations.
XXV. The Company may have three managing directors, elected from a board meeting which has more than two-thirds of the directors in attendance and upon the approval of more than half of those in attendance. By adopting the same practice, one of the managing directors is elected as the chairman and another is elected as the vice chairman.
Among the managing directors elected by the board, there shall not be less than one independent director.
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XXVI. The Chairman, vice chairman and managing director preside over the general affairs of the Company, and the Chairman is the representative of the Company.
XXVII. The board meeting is convened by the Chairman who also chairs the meeting. When the Chairman is absent, the vice chairman will be appointed to chair the meeting. When both the Chairman and vice chairman are absent, they will be represented by the managing director.
The convening of the board meeting shall be accompanied by proper reasons, and each director shall be notified in writing, email or fax no later than 7 days prior to the scheduled meeting. Board meetings may be called in case of emergency, and the notice shall also be sent in the form of a letter, email or fax.
XXVIII. The resolutions of the board meeting, unless otherwise required by the Company Act, shall be subject to the approval by more than half of the directors in attendance of the meeting of which more than half of the directors attend.
Directors may appoint other directors to vote for resolutions if they cannot attend the meeting in person.
XXIX. During the adjournment of a meeting, the Chairman may convene a managing directors meeting at any time to carry out the Company's business operations.
XXX. (Deleted)
Chapter 5 Audit Committee
XXXI. The Company shall form an audit committee consisting of all independent directors in accordance with Article 14-4 of the Securities and Exchange Act. The term of the members shall be the same as the independent directors and the number of members shall not be less than three people, and at least one of the members shall have accounting or financial expertise.
Members of the Audit Committee, the exercise of powers, and other compliance matters should be handled in accordance with the relevant laws and regulations or the Company Corporate Charter (Articles of Incorporation). The organizational rules are to be prescribed by the Board separately.
XXXII. (Deleted)
XXXIII. (Deleted)
XXXIV. (Deleted)
Chapter 6 Employees
XXXV. The Company may appoint one general manager and a few deputy general managers. Their appointment shall be subject to the approval by more than half of the directors in attendance at a meeting attended by more than half of all directors.
XXXVI. The general manager shall handle all the Company's matters in accordance with the orders of the board and the Chairman, and the general manager may be assisted by a number of assistant general managers and other department managers depending on the needs of the Company's business. The managers' authority, unless otherwise specified by regulations, allows them to manage the Company's affairs and provide signature within the scope of authorization.
XXXVII. (Deleted)
XXXVIII. (Deleted)
Chapter 7 Accounting
XXXIX. The fiscal year of the Company is from January 1 to December 31. After the year-end settlement, the board provides reports to the audit committee for review and then submits them to the shareholders meeting for recognition.
XL. If the Company records a profit for the year, 1% to 5% thereof shall be allocated as employee compensation (with not less than 35% of such employee compensation to be distributed to grassroots employees). The distribution ratio and the method of distribution, either in the form of shares or cash, shall be determined by a resolution of the Board of Directors. The recipients may include employees of subsidiaries who meet the criteria set by the Board of Directors or its authorized designee. The Company may also allocate, by resolution of the Board of Directors, up to 0.3% of the aforementioned profit amount as director compensation. The proposal for distributing the remuneration to employees and directors shall be submitted to the shareholders' meeting. However, if the Company still as accumulated losses, the amount shall be retained for compensation, and then appropriated as remuneration to employees and directors based on the percentages mentioned above.
XL-I. If there is profit, the Company pays taxes and makes up for the accumulated losses in accordance with the law before allocating 10% as an earnings reserve. However, the legal reserve shall not be allocated once it reaches the amount of the Company's paid-in capital. The rest will be recognized or reversed as special earnings reserve. The reversed special earnings reserve is consolidated into undistributed surplus before being distributed. If there is a balance, it is consolidated into the accumulated undistributed earnings in the previous year. The board may propose a profit distribution proposal, depending on the actual situation, and request the shareholders meeting to determine the distribution of dividends to shareholders.
The Company's dividend policy is in line with the current and future development plans and considers the investment environment, long-term financial planning and shareholders' equity. The annual dividends distribution is mainly in the form of cash and it may be distributed in the form of stocks. However, the proportion of stock dividends is not higher than 95% of the total dividends.
Chapter 8 Supplementary Provisions
XLI. The investments by Taiwan's expatriates overseas and foreigners in the Company are subject to the relevant laws and regulations.
XLII. The internal organization and the specific work procedures are determined by the board.
XLIII. The Company pay provide mutual guarantee to business partners. The total amount committed to investees is not limited to 40% of the paid-in capital.
XLIV. Any outstanding matters of these Articles of Incorporation shall be administrated according to the Company Act.
XLV. These Articles of Incorporation were established at the originator meeting in accordance with the law on March 10, 1955; The 1st amendment was made on August 29, 1957; The 2nd amendment was made on July 2, 1958; The 3rd
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amendment was made on November 27, 1961; The 4th amendment was made on April 13, 1962; The 5th amendment was made on April 23, 1963; The 6th amendment was made on November 29, 1963; The 7th amendment was made on December 4, 1964; The 8th amendment was made on February 17, 1965; The 9th amendment was made on December 30, 1965; The 10th amendment was made on May 23, 1967; The 11th amendment was made on October 23, 1967; The 12th amendment was made on December 26, 1967; The 13th amendment was made on May 20, 1969; The 14th amendment was made on June 2, 1971; The 15th amendment was made on March 23, 1973; The 16th amendment was made on March 19, 1974; The 17th amendment was made on May 9, 1975; The 18th amendment was made on September 24, 1976; The 19th amendment was made on April 15, 1977; The 20th amendment was made on April 17, 1978; The 21st amendment was made on April 20, 1979; The 22nd amendment was made on April 23, 1980; The 23rd amendment was made on April 21, 1981; The 24th amendment was made on January 15, 1983; The 25th amendment was made on June 18, 1983; The 26th amendment was made on June 21, 1986; The 27th amendment was made on June 24, 1988; The 28th amendment was made on June 24, 1989; The 29th amendment was made on June 15, 1991; The 30th amendment was made on June 13, 1992; The 31st amendment was made on June 18, 1994; The 32nd amendment was made on June 24, 1995; The 33rd amendment was made on June 15, 1996; The 34th amendment was made on June 20, 1998; The 35th amendment was made on June 23, 2000; The 36th amendment was made on June 21, 2002; The 37th amendment was made on June 25, 2004; The 38th amendment was made on June 28, 2005; The 39th amendment was made on June 19, 2009; The 40th amendment was made on June 13, 2012; The 41st amendment was made on June 19, 2013; The 42nd amendment was made on June 9, 2015; The 43rd amendment was made on June 8, 2016; The 44th amendment was made on June 8, 2017; The 45th amendment was made on July 29, 2021; The 46th amendment was made on June 9, 2023; The 47th amendment was made on June 11, 2025.
China Man-Made Fiber Rules of Procedure for Shareholders Meetings
The amendment was resolved at the shareholder's meeting on June 9, 2023
Article 1 The rules for compliance are stipulated in accordance with Article 5 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" for establishing the Company's excellent meeting of shareholders governance system, substantiating supervisory function, and enhancing management functions.
Article 2 The Rules of Procedure for Shareholder Meetings is processed in accordance with the Rules, unless otherwise provided by law or Company Corporate Charter (Articles of Incorporation).
Article 3 Unless otherwise provided by law, shareholders' meetings of the Company shall be convened by the board of directors.
Changes to the method of convening a shareholders' meeting of the Company shall be subject to a resolution of the board of directors, and it shall be no later than the dispatch of the notice of the shareholders' meeting.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS). The manual for the shareholders meeting and other supplementary information shall be made into electronic version and uploaded to the Market Observation Post System before the specified deadline. The manual for the shareholders meeting and other supplementary information shall be prepared before the specified deadline, and they shall be made available to the shareholders at any time, and displayed at the Company.
The handbook and supplementary materials referred to in the preceding paragraph shall be made available to the shareholders for reference by the Company on the day of the shareholders' meeting in the following manners:
- When a physical shareholders' meeting is convened, they shall be distributed at the site of the shareholders' meeting.
- When a video-assisted shareholders' meeting is convened, they shall be distributed at the site of the shareholders' meeting, and the electronic files shall be transmitted to the video conference platform.
- When a shareholder meeting is convened via video conference, the electronic files shall be transmitted to the video conference platform.
The reasons for convening the meeting should be stated in the notice and announcement. The notice with the consent of the counterparty can be issued electronically.
Such act(s) as to elect or discharge a director, amend the Articles of Incorporation, reduce capital, apply for discontinuity from public offering, from permit for director prohibition of business strife, turn earnings into capital increase, turn the reserve into capital increase, dissolve the Company, merger or demerger or any affairs set forth under all subparagraphs of Paragraph 1, Article 185 of the Company Act, affairs set forth under Article 26-1, Article 43-6 of Securities and Exchange Act, Article 56-1 and Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall have the major contents duly enumerated and explained in the convening
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agenda and shall not be proposed by means of an extemporaneous (unscheduled) motion.
The reason for the convening of the shareholders' meeting is indicated as a full re-election of directors, and the date of assuming office is specified. After the re-election in the shareholders' meeting is completed, the date of assuming office shall not be changed via an extraordinary motion or other means at the same meeting.
Shareholders holding more than 1% of the total number of issued shares may propose to the Company up to one proposal, and any proposal other than the first proposal will not be included in the agenda. In addition, the Board may have the proposals of shareholders that fall under the circumstances stated in Article 172.1 Paragraph 4 of the Company Act excluded from meeting discussions. A shareholder(s) is(are) entitled to submit a proposal to urge the Company to promote public interests or to fulfill corporate social responsibility (CSR). In procedures, such a proposal should be limited to one item in accordance with Article 172-1 of the Company Act. The item(s) in excess of one item in the proposal shall not be covered into the proposal.
Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals, correspondence or electronic means, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
The Company shall have the proposing shareholder notified about the proposal results before the date of the meeting notice and must have the proposals in compliance with this provision included in the meeting notice. The Board shall state the reasons for not including the proposal of shareholders in the meeting agenda.
Article 4 Shareholders may use the power of attorney prepared by the Company to appoint a proxy to attend each session of the Shareholders Assembly by specifying the scope of authorization.
It is limited to one proxy per shareholder and one proxy only that should be served to the Company five days prior to the meeting of shareholders. When the proxy is issued in duplicate, whichever is served first shall prevail. The proxy referred to above that was announced to be revoked is not subject to this restriction.
After serving the proxy to the Company, the shareholders who wish to attend the meeting of the shareholders in person or to vote in writing or by electronic means shall notify the Company in writing to revoke the proxy two days prior to the meeting of the shareholders. If the proxy is not revoked before the deadline, the vote by proxy shall prevail.
After serving the proxy to the Company, the shareholders who wish to attend the meeting via a video call shall notify the Company in writing to revoke the proxy two days prior to the meeting of the shareholders. If the proxy is not revoked before the deadline, the vote by proxy shall prevail.
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Article 5 The place of the shareholders' meeting should be at the Company's or any suitable location or for shareholders to attend the meeting conveniently; also, the meeting of shareholders shall not be started before 9:00 or after 15:00. Independent Directors' opinions shall be fully considered regarding the venue and time.
The restriction on the venue in the paragraph shall not apply if the Company convenes a shareholders' meeting via video conference.
Article 6 The Company shall specify in the meeting notice the time for shareholders, solicitors, and proxies (the "shareholders") to sign in, the sign-in location and other matters.
The sign-in time shall be at least 30 minutes before the commencement of the meeting. The sign-in location shall be clearly marked, and sufficient qualified personnel shall be assigned to handle the registration. For a shareholders' meeting via video conference, the video conference platform of the shareholders' meeting shall accept the sign-in of shareholders 30 minutes before the meeting. Shareholders who signed in shall be deemed to have attended the meeting in person.
Shareholders should attend the meeting of shareholders with the presentation of the attendance pass, attendance card or other attendance documents. Proxy solicitors should have identity documents with them for examination.
The company will provide an attendance log to record shareholders' attendance; alternatively, shareholders may present their attendance cards to signify their presence.
The Company shall have the Agenda Handbook, annual reports, attendance card, statement slip, ballots, and other meeting materials delivered to the shareholders presented; also, the ballot will be distributed to the directors for the election of directors, if any.
Shareholders should attend the meeting of shareholders with the presentation of the attendance pass, attendance card or other attendance documents. Proxy solicitors should have identity documents with them for examination.
When the government or juridical person is a shareholder, the shareholder attending the meeting by proxy is not limited to one representative. The juridical person that has attended the meeting of shareholder by proxy can authorize only one representative to attend the meeting.
If a shareholders' meeting is convened by way of video conference, shareholders who wish to attend by way of a video call shall register with the Company two days before the shareholders' meeting.
If a shareholders' meeting is convened by way of video conference, the Company shall upload the handbook, annual report and other relevant materials to the video conference platform of the shareholders' meeting at least 30 minutes before the meeting, and shall continue to disclose such materials until the end of the meeting.
Article 6-1 When the Company convenes a shareholders' meeting via video conference, the following shall be specified in the shareholders' meeting notice:
- Methods for shareholders to participate in video conferences and exercise their rights.
-
Handling methods of obstacles related to the video conference platform or participation via a video call due to natural disasters, accidents, or other
-
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force majeure shall at least include the following matters:
(1) The time when the preceding obstacles continue and cannot be eliminated and it is necessary to postpone or continue the meeting, and the date if it is necessary to postpone or continue the meeting.
(2) Shareholders who did not register for participation in the initial shareholders' meeting via a video call cannot participate in the postponed or continued meeting.
(3) When convening a video-assisted shareholders' meeting, if the video conference cannot be continued, the shareholders' meeting shall continue if the total number of attending shares meets the quota after deducting the number of shares participated in the shareholders' meeting via a video call. The number of attending shares of shareholders who participated via a video call shall be included in the total number of shares of attending shareholders; however, such shareholders shall be deemed abstained from all proposals of the shareholders' meeting.
(4) The manner in which the results of all proposals have been announced with no question or motion.
- When convening a shareholders' meeting by way of video conference, the appropriate alternatives for shareholders who have difficulty in participating in the shareholders' meeting via a video call shall be specified.
Article 7 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
If the shareholders' meeting is convened by any authorized party other than the Board of Directors, the convener will act as the meeting Chairperson. If there are two or more conveners, they shall appoint one among themselves to chair the meeting.
The Company may assign the appointed attorney, CPA, or responsible personnel to attend the meeting of the shareholders.
Article 8 The Company shall make an uninterrupted audio and video recording of the sign-in procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures starting from the acceptance of shareholders' sign-in.
The recorded materials of the preceding paragraph shall be retained for at least one year. However, for the litigation filed by the shareholders in accordance with Article 189 of the Company Act, it should be reserved until the end of the proceedings.
If a shareholders' meeting is convened by way of video conference, the Company shall keep records of shareholders' enrollment, registration, sign-in,
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questioning, voting, and the Company's vote counting results and make an uninterrupted audio and video recording.
The data and the recorded materials of the preceding paragraph shall be properly throughout the duration of the Company, and the recorded materials shall be provided to the entrusted company handling the video conference affairs for preservation.
If the shareholders' meeting is convened by way of video conference, the Company shall make an audio and video recording of the back-end operation interface of the video conference platform.
Article 9 The attendance to the session of the Shareholders' Meeting shall be based on the quantity of outstanding shares being represented. The shareholding attendance is based on the attendance registry or the signature cards submitted and the number of shares signed in on the video conference platform, plus the votes exercised in writing or by electronic means.
The chairperson shall announce start of the meeting when the time is up and shall, meanwhile, promulgate the relevant information regarding the number of non-voting shareholders and the total number of shares represented by present shareholders. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chairperson shall declare the meeting adjourned. If the shareholders' meeting is convened via video conference, the Company shall otherwise announce the meeting adjourned on the video conference platform of the shareholders' meeting.
If the shareholdings of the attending shareholders are not more than half of the total number of shares issued after two postponements but more than one-third of the total number of shares issued, a pseudo-resolution can be resolved in accordance with Paragraph 1, Article 175 of the Company Act; also, shareholders should be informed regarding the pseudo-resolution with another meeting of shareholders to be convened within one month. If the shareholders' meeting is convened via video conference, shareholders who wish to attend the meeting via a video call shall register again with the Company according to Article 6.
If the shareholdings of the attending shareholders are more than one half of the total number of shares issued before the end of the meeting, the Chairperson may have the pseudo-resolution presented again in the next meeting of the shareholders for resolution in accordance with Article 174 of the Company Act.
Article 10 If the shareholders' meeting is convened by the board of directors, its agenda shall be determined by the board of directors, and all relevant proposals (including motions and original proposal amendments) shall be voted. The meeting shall be conducted in accordance with the scheduled agenda, which shall not be changed without the resolution of the shareholders' meeting.
If the meeting of shareholders is convened by an authorized person other than the Board, the provision referred to above is applicable.
The Chairperson may not have the meeting adjourned at his discretion before the proposals (including motions) resolved in the two agendas referred to above.
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If the Chairperson has the meeting adjourned in violation of the Rules of Procedure for Shareholder Meetings, the other Board members shall promptly assist the attending shareholders in accordance with the legal procedures to have one shareholder elected as the Chairperson with the majority votes of the attending shareholders to continuously chair the meeting.
The chairman shall give an opportunity for a full explanation and discussion of the motions and the amendments or extraordinary motions proposed by the shareholders. When the chairman thinks that the voting can be carried out, he may declare a stop to the discussion and start the voting, and arrange sufficient time for voting.
Article 11 Shareholders who wish to speak during the meeting must produce a Speak Request Form detailing the topics and the shareholder's name and account number (or the attendance ID serial). The order of shareholders' comments will be determined by the meeting Chairperson.
Attending shareholders who have speech slips submitted but not speak shall be deemed as silent shareholders. If there is a discrepancy found between the text of the speech and the speech slip submitted, the contents of the speech shall prevail.
Each shareholder may not speak more than twice on the same motion for 5 minutes each time without the consent of the Chairperson. However, the Chairperson may have the speaking shareholders who violate the rules or speak beyond the scope of those issues silenced.
Attending shareholders may not interfere with the speaking shareholders without the consent of the Chairman and the speaking shareholders. The Chairman will have the violating shareholders stopped.
If the juridical person shareholder has more than two representatives assigned to attend the meeting of shareholders, only one of the two representatives may speak on the same proposal.
The Chairman may reply to the speaking shareholders personally or by the designated personnel.
If a shareholders' meeting is convened by way of video conference, shareholders participating via a video call may ask questions through text on the video conference platform of the shareholders' meeting after the chairperson declares the meeting to order and before the announcement of the adjournment. Questions raised for each proposal shall not exceed two times, and each time shall be limited to 200 words; requirements under paragraph 1 to paragraph 5 shall not apply.
If the question raised in the preceding paragraph does not violate the regulations or exceed the scope of the proposal, it shall be disclosed on the video conference platform of the shareholders' meeting for acknowledgment.
Article 12 Votes in shareholders' meetings shall be calculated based on the number of shares.
For the resolutions in the meeting of shareholders, the shares of the shareholders without votes are not included in the calculation of outstanding shares.
Shareholders who have a conflict of interest with the proposals that are detrimental to the Company's interests shall not vote, and cannot vote by proxy on behalf of the other shareholders.
The shares without votes referred to above are not included in the calculation of
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the attending shareholders' votes.
Except for Trust agencies or stock agencies approved by the securities regulatory authorities, the votes of the representative delegated by two or more shareholders shall not exceed 3% of the total votes representing the total number of shares issued; also, the votes exceeding the threshold shall not be counted.
Article 13 Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of The Company Act.
When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. Shareholders who have their votes cast in writing or by electronic means are deemed as attending the meeting in person. However, in respect of the motion and the amendment of the original proposal in the shareholders' meeting it is deemed as a waiver; therefore, the Company is advised to avoid proposing motion or the amendment of the original proposal.
For the votes exercised in writing or by electronic means referred to above, the intention should be delivered to the Company two days prior to the meeting of shareholders. For the intention expressed in duplicate, whichever is delivered first shall prevail. The intention referred to above that was announced to be revoked is not subject to this restriction.
Shareholders, after exercising their voting rights in writing or by electronic means, who wish to attend the meeting of shareholders in person or via a video call shall have the intention of exercising votes in writing or by electronic means revoked the same way of exercising their votes two days prior to the meeting commencement date. For overdue revocations, the votes exercised in writing or by electronic means shall prevail. If the vote is exercised in writing or by electronic means and a representative is to attend the meeting of shareholders by proxy, the votes exercised by the representative in person shall prevail.
For the resolution of proposals, unless otherwise provided in the Company Act and the Company Corporate Charter (Articles of Incorporation), the consent of a majority vote of the attending shareholders shall prevail. The motion resolved by the Chairperson's consulting the attending shareholders without dissent is deemed as passed and with the same effect as voting.
When there is an amendment or alternative for the same motion, the Chairperson shall have the order of vote, including the original proposal, determined accordingly. If one of the motions has been passed, the other motions shall be deemed as rejected without the need for further resolution.
Chairperson is to appoint the scrutineers and counting officers who must be shareholders.
The vote counting process of the shareholder's balloting or election should be held openly at the meeting venue. The balloting result should be announced immediately at the meeting, including statistical weights, and it should be documented for record.
If the Company convenes a shareholders' meeting via video conference, shareholders attending the shareholders' meeting via a video call shall vote on various proposals and election proposals through the video conference platform
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after the chairperson has called the meeting to order, and shall complete voting before the chairperson announces the voting is closed; any overdue votes are deemed as abstention.
If the shareholders' meeting is convened by way of video conference, the votes shall be counted in one lump sum and the voting and election results shall be announced after the chairperson announces the voting is closed.
When the Company convenes a video-assisted shareholders' meeting, if shareholders who have registered to attend the shareholders' meeting via a video call in accordance with Article 6 wish to attend the physical shareholders' meeting in person, they shall cancel the registration in the same manner as for the registration two days before the meeting. For overdue cancelation, the shareholders may only attend the shareholders' meeting via a video call.
A shareholder who exercises its voting rights in writing or through electronic means without canceling its declaration of intent and participates in the shareholders' meeting via a video call shall not exercise its voting rights on the initial proposals, propose any amendment to the initial proposals, or exercise voting rights on an amendment to the initial proposals, except for questions and motions.
Article 14 When electing directors at a shareholders' meeting, the election shall be duly conducted in consonance with the relevant election rules enacted by the Company. The election outcome shall be announced on the spot, including the list of elected directors, the number of votes for them, and the list of non-elected directors, and the number of votes for them.
Electoral ballots referred to above shall be sealed and signed by the scrutineers and reserved for at least one year. However, for the litigation filed by the shareholders in accordance with Article 189 of the Company Act, it should be reserved until the end of the proceedings.
Article 15 Shareholder resolutions shall be recorded in minutes, affixed with the signature or seal of the Chairperson of the meeting and distributed to each shareholder within 20 days from the meeting. The preparation and distribution of the minutes of shareholders' meeting can be processed electronically.
The Company's minutes of shareholders' meeting referred to above can be distributed by posting it on the MOPS.
The minutes of the meeting shall record the date, venue, name of the chairman, method of resolution, essentials of the meeting process and voting results (including the number of voting rights). When there is an election of directors, the number of votes received by each candidate shall be disclosed. It shall be retained for the duration of the existence of the Company.
If a shareholders' meeting is convened by way of video conference, the minutes of the meeting shall record, in addition to the matters required by the preceding paragraph, the beginning and ending time of the shareholders' meeting, the method of convening the meeting, the name of the chairperson and minutes taker, handling methods of obstacles related to the video conference platform or participation via a video call due to natural disasters, accidents, or other force majeure, and handling status.
The Company shall comply with the preceding paragraph when convening a shareholder meeting via video conference and specify in the minutes of the meeting the alternative measures offered to shareholders who are in difficulty
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participating in the shareholders' meeting via a video call.
Article 16 The Company shall, on the day of the shareholders' meeting, prepare a statistical chart in accordance with the prescribed format that sets out the number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares of shareholders who attended the meeting in writing or via electronic means and disclose it at a significant place at the venue of the shareholders' meeting. If a shareholders' meeting is convened by way of video conference, the Company shall upload the aforementioned information to the video conference platform of the shareholders' meeting at least 30 minutes prior to the meeting and shall continue to disclose such information until the end of the meeting.
When the Company convenes a shareholders' meeting via video conference, the total number of shares represented by the attending shareholders shall be disclosed on the video conference platform when calling the meeting to order. The same shall apply to the statistics on the total number of shares and the number of voting rights of the shareholders present at the meeting during the meeting.
For the resolutions reached in the meeting of shareholders that involved laws and regulations or the material information defined by the Taiwan Stock Exchange Corporation, the Company shall, within the specified time, have the information uploaded to MOPS.
Article 17 The staff responsible for organizing the meeting of shareholders shall wear identification badges or armbands.
The Chairperson may direct disciplinary personnel or security personnel to help keep the meeting place in order. The disciplinary personnel or security personnel that help keep the meeting place in order should wear an armband with "Marshal" affixed or an identification card.
When the meeting place is equipped with amplifying equipment, the Chairperson may stop shareholders who do not use the speaking device provided by the Company from speaking.
The Chairperson may instruct the disciplinary personnel or security personnel to have shareholders who violate the Rules of Procedure for Shareholder Meetings, disobey the instructions of the Chairperson, intervene in the meeting proceedings and fail to comply with the disciplinary act escrowed to leave the meeting place.
Article 18 The Chairperson may announce breaks during the meeting. In case of any event of force majeure, the Chairperson may rule to suspend the meeting and announce the time at which to continue the meeting depending on the situation.
If the meeting place cannot be used continuously before the proposals (including motions) resolved in the agendas scheduled, it can be resolved to be continued in the meeting of shareholders to find another venue for the meeting.
The meeting of shareholders may, in accordance with Article 182 of the Company Act, resolve to have the meeting postponed or resumed in five days.
Article 19 If a shareholders' meeting is convened by way of video conference, the Company shall immediately disclose the voting results of each proposal and the election results on the video conference platform of the shareholders' meeting in accordance with the requirements, and shall continue to disclose such
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information after the chairperson has announced the adjournment for at least 15 minutes.
Article 20 When the Company convenes a shareholders' meeting via video conference, the chairperson and the minutes taker shall be at the same place in Taiwan. The chairperson shall announce the address of such place when calling the meeting to order.
Article 21 If a shareholders' meeting is convened by way of video conference, the Company may provide a simple connection test to the shareholders before the meeting, and provide relevant real-time services before and during the meeting to assist in solving communication technical problems.
If a shareholders' meeting is convened by way of video conference, the chairperson shall, when calling the meeting to order, otherwise announce the date for the postponed or continued meeting within five days due to obstacles related to the video conference platform or participation via a video call due to natural disasters, accidents, or other force majeure that continue for 30 minutes or above, other than circumstances not required for a postponed or continued meeting specified in paragraph 4, Article 44 of the Regulations Governing the Administration of Shareholder Services of Public Companies before the chairperson announces the meeting adjourned, and requirements under Article 182 shall not apply.
When the postponed or continued meeting in the preceding paragraph occurs, shareholders who did not register for participation in the initial shareholders' meeting via a video call cannot participate in the postponed or continued meeting.
For the postponed or continued meeting in paragraph 2, if a shareholder who registered to participate in the initial shareholders' meeting via a video call and signed in fails to participate in the postponed or continued meeting, the number attending shares and the exercised voting rights and election rights for the initial shareholders' meeting shall be included in the total number of shares, voting rights, and election rights of attending shareholders for the postponed or continued meeting.
When a shareholders' meeting is adjourned or resumed in accordance with the provisions of paragraph 2, it is not necessary to re-discuss or resolve a proposal for which the voting has been completed and votes counted, and the voting results have been announced or for a proposal on a list of elected directors or supervisors.
If a video conference is convened by the Company, and the video conference cannot be held under the circumstance specified in the second paragraph, the shareholders meeting shall continue if the total number of shares represented by the shareholders still reaches the legal limit after deducting the number of shares attending the video conference without the need for the postponement or continuation of the meeting in accordance with the second paragraph.
If a continued meeting in the preceding paragraph occurs, the number of attending shares of shareholders who participated via a video call shall be included in the total number of shares of attending shareholders; however, such shareholders shall be deemed to abstain from all proposals of the shareholders' meeting.
When the Company holds the postponed or continued meeting according to
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paragraph 2, it shall prepare relevant preparatory works based on the date of the initial shareholder’s meeting according to the requirements under paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies and the requirements of the Article.
Based on the period stated in the latter paragraph of Article 12 and paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, paragraph 2, Article 44-5, Article 44-15, and paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall make arrangements according to the requirements under paragraph 2 or based on the date of the postponed or continued meeting of a shareholders’ meeting.
Article 22 When the Company convenes a shareholders’ meeting by way of video conference, it shall provide appropriate alternatives for shareholders who have difficulty in participating in the shareholders’ meeting via a video call.
Article 23 The Rules shall take effect once approved during a shareholders’ meeting. The same applies to all subsequent revisions.
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