AI assistant
CMI — AGM Information 2026
Apr 24, 2026
52642_rns_2026-04-24_e14313fc-6ea6-4ace-99d4-17d874adee4b.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 6835
COMPLEX MICRO INTERCONNECTION CO., LTD.
2026 Annual General Shareholders' Meeting Meeting Handbook
Date and Time: 9:00 a.m., May 29, 2026
Venue: 1F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City (Taipei Innovation City Convention Center)
Convention Method: On-site Annual General Shareholders' Meeting
COMPLEX MICRO INTERCONNECTION CO., LTD.
Table of Contents
One. Meeting Procedure 1
Two. Meeting Agenda 2
I. Report Items 3
II. Ratification Items 5
III. Extraordinary Motions 5
Three. Attachments
I. Business Report 6
II. Audit Committee's Review Report 10
III. Independent Auditor's Report and 2025 Financial Statements (Including the Consolidated and Parent Company Only) 11
IV. Earnings Distribution Table 26
Four. Appendices
I. Articles of Incorporation 27
II. Rules of Procedure for Shareholders' Meetings 35
III. Shareholdings of All Directors 49
COMPLEX MICROINTERCONNECTIONCO.,LTD.
2026 Annual General Shareholders' Meeting Procedure
One. Call Meeting to Order
Two. Chairperson's Remarks
Three. Report Items
Four. Ratification Items
Five. Extraordinary Motions
Six. Meeting Adjourned
COMPLEX MICROINTERCONNECTIONCO.,LTD.
2026 Annual General Shareholders' Meeting Agenda
Date and Time: 9:00 a.m., May 29, 2026 (Friday)
Venue: 1F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City (Taipei Innovation City Convention Center)
Convention Method: On-site Annual General Shareholders' Meeting
I. Call the Meeting to Order (report the number of shares represented by attending shareholders)
II. Chairperson's Remarks
III. Report Items
(I) 2025 Business Report.
(II) 2025 Audit Committee's Review Report.
(III) Report on the distribution of remunerations to employees and directors for 2025.
(IV) Report on the distribution of cash dividends from earnings for 2025.
(V) Report on the company's treasury stock repurchase.
IV. Ratification Items
(I) 2025 Business Report and Financial Statements.
(II) Proposal for the 2025 earnings distribution.
V. Extraordinary Motions
VI. Meeting Adjourned
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Report Items
I. 2025 Business Report, submitted for review.
Explanation: Please refer to Attachment 1 on pages 6-9 of this Handbook for the 2025 Business Report.
II. 2025 Audit Committee's Review Report, submitted for review.
Explanation: Please refer to Attachment 2 on page 9 of this Handbook for the 2025 Audit Committee's Review Report.
III. Report on the distribution of remunerations to employees and directors for 2025, submitted for review.
Explanation:
-
According to Article 19 of the Company's Articles of Incorporation, when the Company has a profit for a fiscal year, an amount equivalent to 3% to 5% of the profit shall be appropriated as the remuneration of employees, with no less than 1.5% appropriated as the remuneration to entry-level employees. In addition, an amount equivalent to no more than 2% of the profit shall be appropriated as the remuneration of directors. However, when the Company still has an accumulated loss (including an adjusted but undistributed surplus earnings amount), it shall be reserved to compensate such loss first.
-
The Company's 2025 profit before tax (profit before the deduction of remunerations of employees and directors) is NT$90,639,187. In accordance with Article 19 of the "Articles of Incorporation," it is proposed that an amount of NT$2,719,176 (3%) is appropriated as the remuneration of employees (including NT$1,740,714 for entry-level employees' remuneration, accounting for 1.92% of the profit before tax), and an amount of NT$906,392 (1%) is appropriated as the remuneration of directors, with such remuneration distributed based on directors' job assumption period and respective performance as per the "Regulations Governing Remuneration to Directors and Managerial Officers," and subject to the resolution of the Remuneration Committee and the board of directors. All remunerations above are to be distributed in cash.
IV. Report on the distribution of cash dividends from earnings for 2025, submitted for review.
Explanation:
- According to Article 20 of the Articles of Incorporation of the Company, the board of directors is authorized to execute the distribution of dividends and bonuses in accordance with the resolution of the board of directors' meeting attended by more than two-thirds of the directors and the consents of a majority of the attending directors, and all or a portion of
COMPLEX MICROINTERCONNECTIONCO.,LTD.
the dividends and bonuses, capital surplus or legal reserve distributed shall be made in the form of cash. In addition, such distribution shall be reported to the shareholders' meeting.
- According to the resolution of the board of directors of the Company on February 26, 2026, it is proposed that an amount of NT$66,172,297 is appropriated for the distribution of shareholders' bonuses, and a cash dividend of NT$1 per share is to be distributed. The cash bonus distributed is calculated according to the distribution ratio to the whole dollar amount, and the decimal value less than the dollar amount is truncated. In addition, the total of the odd values less than NT$1 is counted toward the Other Income of the Company. Authorization is given to the chairman to determine the dividend record date, distribution date, and other related matters. Should changes in the Company's capital affect the number of outstanding shares, resulting in a need to revise the shareholders' dividend rate, the chairman is fully authorized to handle the matter.
V. Report on the Company's Treasury Stock Repurchase, submitted for public reference.
Explanation:
- The Company reported the execution of share repurchase at the most recent annual general shareholders' meeting in accordance with Article 28-2 of the Securities and Exchange Act.
| Repurchase period number | The first time in 2025 |
|---|---|
| Time approved by the resolution of the Board of Directors | May 12, 2025 |
| Repurchase purpose | Transfer of shares to employees. |
| Scheduled repurchase period | May 13, 2025 to July 12, 2025 |
| Scheduled repurchase price range | NT$28.11 to NT$43.00 |
| Scheduled type and quantity of shares to be repurchased | 500,000 ordinary shares |
| Actual repurchase period | May 13, 2025 to July 8, 2025 |
| Type and quantity of shares repurchased | 444,000 ordinary shares |
| Amount of shares repurchased | NT$18,443,993 |
| Ratio of repurchased quantity to scheduled repurchase quantity (%) | 88.80% |
| Cumulative number of shares held by the Company | 444,000 shares |
| Cumulative number of shares held by the Company as a percentage of the total issued shares (%) | 0.67% |
| Reason for not completing the full execution | To balance market mechanisms and fund utilization efficiency, the Company carried out repurchases in stages based on stock price fluctuations, trading volume, and consideration of employee stock subscription willingness, hence the repurchase was not fully completed. |
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Ratification Items
Proposal 1 Proposed by the Board of Directors
Proposal: 2025 Business Report and Financial Statements, submitted for ratification.
Explanation:
- The Company's 2025 Financial Statements (including the consolidated and parent company only) prepared by the board of directors of the Company have been audited by CPAs Yang Shu-Chi and Lin Heng-Shen of KPMG Taiwan, and have been submitted to and approved by the Audit Committee along with the Business Report.
- Please refer to Attachment 1 on pages 6-9 and Attachment 3 on pages 11-24 of this Handbook for the Business Report, and Independent Auditor's Report and Financial Statements, respectively.
Resolution:
Proposal 2 Proposed by the Board of Directors
Proposal: Proposal for the 2025 earnings distribution, submitted for ratification.
Explanation:
- The Company's 2025 net income after tax is NT$63,832,945, plus the retained earnings at the beginning of the period of NT$397,714,595, and after the appropriation of legal reserve of NT$13,683,428 and special reserve of NT$6,383,295, the distributable earnings is NT$468,847,673.
- An amount of NT$66,172,297 is appropriated from the distributable earnings of the current period for the distribution of shareholders' bonuses, and a cash dividend of NT$1 per share is to be distributed.
- Please refer to Attachment 4 on page 25 of this Handbook for the Company's 2025 Earnings Distribution Table.
Resolution:
Extraordinary Motions
Meeting Adjourned
COMPLEX MICROINTERCONNECTIONCO.,LTD.
[Attachment 1]
COMPLEX MICROINTERCONNECTION CO.,LTD.
Business Report
The global electronics industry in 2025 is focused on AI servers, cloud computing, and high-performance computing (HPC) applications. However, as for the Company's main products, flexible printed circuit boards (FPC) and electronic wires, their actual application in servers and data centers remains limited at this stage. Even though some peers in the market have announced entry into cooling monitoring or auxiliary module design, based on the assessment of current product structure and design requirements, the AI server industry is unlikely to become the core driver of the Company's revenue growth in the short term.
The overall flexible board industry in 2025 is still in a highly divergent situation. The market-leading companies are still able to maintain high-level operational performance. However, the operational performance of most major Taiwanese companies is under pressure due to the conservative outlook of the global economy, tariff policies, and supply chain adjustments, leading to a decline in revenue for some companies. The intensifying market competition has also caused fluctuations in pricing patterns, with various companies prioritizing efforts to maintain capacity utilization and stable cash flow.
I. Industry trends and new application opportunities
Despite the overall conservative economic climate, it can still observe the gradual formation of several new application areas with medium to long-term potential in the market:
(I) Smart glasses and AI terminal devices
With the continuous improvement in computing power, the maturation of AI algorithms, and the increasing demand for lightweight design and comfort in wearable devices, smart glasses are gradually being positioned in the market as a promising new generation of AI terminal devices. Due to the high emphasis on lightness, flexibility, and high integration in product design, flexible printed circuit boards (FPC) play a critical role in the design of smart glasses modules, becoming an essential foundational component.
According to Omdia's latest market tracker report, the global shipment volume of AI smart glasses is expected to exceed 10 million units in 2026, indicating a rapid expansion of smart glasses in the fields of artificial intelligence and wearable device applications. The study indicates that with the maturation of computing power and image display technology, and the active deployment of AI glasses by multiple international brands, the overall market will maintain strong growth momentum between 2025 and 2026.
(II) Medical electronics and advanced medical equipment
The medical industry demands stringent requirements for product reliability, quality stability, and long-term supply capability, resulting in relatively high entry barriers. However, once
COMPLEX MICROINTERCONNECTIONCO.,LTD.
winning clients' approval, the product lifecycle is long, and the price structure is relatively stable, aligning with the Company's medium to long-term development strategy.
(III) Humanoid robots and advanced automation equipment
With the continuous evolution of smart manufacturing and service robot technology, future demand for high-reliability flexible circuit boards and electronic wires in joint modules, sensing systems, and control modules is expected to gradually increase. However, the relevant applications are still at the early stages of commercialization. The Company will primarily focus on technical evaluation, sample development, and early-stage client collaboration, prudently investing R&D resources, and continuously monitoring industry developments.
II. Business performance
The 2025 operating income was NT$2,379,713 thousand, decreasing by 2.38% from NT$2,437,615 thousand in 2024. The gross profit was NT$515,047 thousand, showing a decrease of 19.35% from NT$638,620 thousand in 2024. The 2025 basic earnings per share were NT$0.97, decreasing by NT$3.09 from NT$4.06 in 2024.
III. Analysis of Major Industry Operational Performance
(I) The industrial industry
In terms of the industrial specification sector, the impact of certain American clients relocating their production bases to OEM factories in China caused this sector's revenue share in 2025 to show a quarter-by-quarter decline trend. However, long-term Japanese clients continue to maintain stable shipments, providing certain support to the overall industrial business. In 2025, the industrial and regulatory sector accounted for approximately 28.45% of the Company's total revenue.
(II) The commercial industry
In 2025, the revenue share of the commercial industry decreased compared to 2024, mainly reflecting the impact of conservative overall market demand and industrial structure adjustments. In addition to the continuous and stable supply to existing clients, the Company also obtained product approval from one American client and one Taiwanese client at the end of 2024 and the second quarter of 2025, respectively. It has officially commenced the development cooperation for new models, laying the foundation for subsequent business expansion. In 2025, the commercial industry accounted for approximately 25.38% of the Company's revenue.
(III) The consumer industry
Despite the overall sluggish momentum in the global consumer market, the Company successfully capitalized on several key client products from clients in 2025, leading to a growth of approximately 8% in the consumer industry revenue compared to last year, making it a standout growth item of the year.
IV. Key operations and competitiveness enhancement initiatives in 2025
(I) Construction of high-frequency and high-speed technical capabilities
COMPLEX MICROINTERCONNECTIONCO.,LTD.
The Company established a dedicated team for high-frequency and high-speed applications in 2024 and completed the setup of related software and testing equipment in 2025. Currently, the Company has initiated early-stage design cooperation with several key clients' R&D units. By intervening early in the product design phase, the Company enhances technical adhesion to seek more long-term collaboration opportunities.
(II) Completion of Material Technology and Certification
In 2025, the Company completed UL certification for various stack configurations of MPI materials, thereby achieving complete flame-retardant certification for the full range of PI, MPI, and LCP materials. This enables the provision of more flexible material options to clients based on different frequency and application requirements.
(III) Process equipment upgrades and capacity enhancement
To meet the requirements of international clients for high precision and quality stability, the Company continued to add and rectify equipment in 2025, including laser drilling machines, via plating filling lines, and laser alignment photoresist coating equipment. The new generation vacuum two-fluid etching machine is also expected to arrive in the first quarter of 2026, which will significantly enhance the production capability for high-density products.
(IV) Promotion of ESG and environmental management
In response to the global trend of sustainable development, the Company completed an organizational-level greenhouse gas inventory (ISO 14064) in 2025 and obtained third-party verification. This clearly defined the emission scope and quantification methods, serving as a basis for subsequent energy saving, carbon reduction, and sustainable management decisions.
(V) Overseas Market and Medical Industry Deployment
To diversify operational region risks and expand into high-value markets, the Company signed a cooperation contract with a North American trade partner in 2025 and further invested in a 15% equity stake. Leveraging the partner's extensive experience in the European and American medical industries, the Company is jointly developing opportunities in medical flexible boards and electronic wire materials, and has now officially commenced prototype sampling operations.
(VI) Establishment of overseas manufacturing bases
In line with the trend of clients' relocating their production bases, the Company initiated the construction plan for the Prachinburi factory in Thailand in 2025 and completed the civil engineering and fire safety inspections in the fourth quarter. Currently, the process of importing equipment for the first phase, applying for official water and electricity use, and production permit is underway, laying the foundation for future capacity and supply chain flexibility.
V. Future Outlook
Looking forward to 2026, the competition in the flexible printed circuit board and electronic wire industry will remain highly intense. The Company will continue to focus on medical, automotive, high-frequency high-speed applications, and new AI terminal devices as key development directions. Through technology intensification, process upgrading, and international market expansion, the
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Company aims to steadily enhance operational resilience and medium- to long-term growth momentum.
Chairman: Chang Chih
Chung
President: Tu Shu Min
Accounting Officer: Tsao
Hsin Wen
9
COMPLEX MICROINTERCONNECTION CO.,LTD.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements (Including Consolidated and Parent Company Only Financial Statements), and Proposal for Distribution of Earnings, among which the Financial Statements have been audited by CPA Shu-Chi Yang and CPA Heng-Sheng Lin of KPMG Taiwan, and an audit report relating thereto has been issued. We have reviewed the aforementioned Business Report, Financial Statements, and Proposal for Distribution of Earnings, to which we have found no misstatement, and we hereby issue a review report as presented above in accordance with the provisions of Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act for your review.
Submitted to
2026 Annual General Meeting of Complex Micro Interconnection Co., Ltd.
Complex Micro Interconnection Co., Ltd.
Audit Committee Convener
chih-kuang li
Chih-Kuang Li
February 26, 2026
KPMG
[Attachment 3]
蛋伐建業聯合會計師事務所
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of COMPLEX MICRO INTERCONNECTION CO., LTD.:
Opinion
We have audited the consolidated financial statements of COMPLEX MICRO INTERCONNECTION CO., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:
- Revenue recognition
Please refer to note 4 (n) for the relevant accounting policy regarding recognition of revenue, and refer to note 6 (r) for relevant disclosures.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
Description of key audit matter:
The CMI Group is principally engaged in the business of electronic wire, electronic distribution wire, flexible printed circuit board and rigid-flex PCB. Operating revenue is one of the important items in the financial report, and is a matter of concern to users of the financial statements. Therefore, revenue recognition is one of the key judgemental areas in performing our audit procedures.
How the matter was addressed in our audit:
Our principal audit procedures included:
- Testing the effectiveness of revenue recognition design and implementation of internal controls.
- Random Sampling appropriate sales revenue samples for the year to examine relevant client's external orders, shipping documents and invoices to check revenue is correctly recorded
- Choosing the samples for the revenue transactions during the periods before and after the balance sheet date to examine vouchers cover for the appropriate period.
Other Matter
COMPLEX MICRO INTERCONNECTION CO., LTD. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the COMPLEX MICRO INTERCONNECTION CO., LTD. ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the COMPLEX MICRO INTERCONNECTION CO., LTD. financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
KPMG
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial report, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the CMI Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
13
KPMG
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Yang, Shu-Chih and Lin, Heng-Shen.
KPMG
Taipei, Taiwan (Republic of China)
February 26, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.
14
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Assets
Current assets:
1100 Cash and cash equivalents (note 6(a))
1150 Notes receivable, net (notes 6(d) and (r))
1170 Accounts receivable, net (notes 6(d) and (r))
1200 Other receivables, net (note 6(d))
130X Inventories (note 6(e))
1410 Prepayments
1470 Other current assets
1476 Other current financial assets
Non-current assets:
1517 Non-current financial assets at fair value through other comprehensive income (note 6(c))
1600 Property, plant and equipment (note 6(f) and 8)
1755 Right-of-use assets (note 6(g) and 8)
1760 Investment property, net (note 6(h) and 8)
1780 Intangible assets
1840 Deferred tax assets (note 6(o))
1915 Prepayments for business facilities
1995 Other non-current assets, others (note 6(f))
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| $ 1,707,834 | 42 | 2,124,224 | 54 |
| 214 | - | - | - |
| 867,865 | 21 | 1,010,242 | 25 |
| 62,150 | 2 | 53,450 | 1 |
| 345,206 | 8 | 361,374 | 9 |
| 80,358 | 2 | 23,611 | 1 |
| 3,326 | - | 870 | - |
| 2,975 | - | - | - |
| 3,069,928 | 75 | 3,573,771 | 90 |
| 18,858 | 1 | - | - |
| 862,419 | 21 | 161,835 | 4 |
| 18,154 | - | 17,792 | 1 |
| 49,598 | 1 | 50,423 | 1 |
| 14,286 | - | 4,986 | - |
| 1,988 | - | 8,560 | - |
| 51,128 | 1 | 13,225 | - |
| 27,145 | 1 | 137,085 | 4 |
| 1,043,576 | 25 | 393,906 | 10 |
Total assets
$ 4,113,504 100 3,967,677 100
Liabilities and equity
Current liabilities:
2100 Short-term borrowings (note 6(i), 7 and 8)
2120 Current financial liabilities at fair value through profit or loss (note 6(b))
2130 Current contract liabilities (note 6(r))
2170 Accounts payable
2200 Other payables
2220 Other payables to related parties (note 7)
2230 Current tax liabilities
2240 Current lease liabilities (note 6(l))
2280 Other current liabilities
2300 Other current liabilities
2322 Long-term borrowings, current portion (note 6(j) and 7)
Current liabilities
Non-Current liabilities:
2530 Bonds payable (note 6(k))
2540 Long-term borrowings (note 6(j) and 7)
2570 Deferred tax liabilities (note 6(o))
2580 Non-current lease liabilities (note 6(l))
2670 Other non-current liabilities, others (note 6(n))
Non-Current liabilities
2680 Other non-current liabilities
2,257,141 55 2,072,011 52
Equity attributable to owners of parent (note 6(p)):
3110 Ordinary share
3200 Capital surplus
3310 Legal reserve
3320 Special reserve
3350 Unappropriated retained earnings
3400 Other equity
3500 Treasury shares
Total equity attributable to owners of parent:
36XX Non-controlling interests
Total equity
Total liabilities and equity
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| $ 252,362 | 6 | 377,788 | 10 |
| 1,980 | - | 3,720 | - |
| - | - | 12,923 | - |
| 552,246 | 14 | 586,009 | 15 |
| 297,026 | 7 | 302,680 | 8 |
| - | - | 2 | - |
| 278 | - | 31,482 | 1 |
| 2,130 | - | 1,809 | - |
| 7,867 | - | 15,825 | - |
| 74,865 | 2 | 22,500 | - |
| 1,188,754 | 29 | 1,354,738 | 34 |
| 573,076 | 14 | 558,903 | 14 |
| 467,190 | 11 | 110,625 | 3 |
| 26,308 | 1 | 46,534 | 1 |
| 1,015 | - | 413 | - |
| 798 | - | 798 | - |
| 1,068,387 | 26 | 717,273 | 18 |
| 2,257,141 | 55 | 2,072,011 | 52 |
| 661,723 | 16 | 661,723 | 17 |
| 487,936 | 12 | 487,936 | 12 |
| 212,096 | 5 | 185,229 | 5 |
| 13,683 | - | 63,689 | 1 |
| 461,547 | 11 | 506,920 | 13 |
| 33,829 | 1 | (13,683) | - |
| (18,444) | - | - | - |
| 1,852,370 | 45 | 1,891,814 | 48 |
| 3,993 | - | 3,852 | - |
| 1,856,363 | 45 | 1,895,666 | 48 |
| $ 4,113,504 | 100 | 3,967,677 | 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (note 6(r) and 14) | $ 2,379,713 | 100 | 2,437,615 | 100 |
| 5000 | Operating costs (notes 6(e) and (n)) | 1,864,666 | 78 | 1,798,995 | 74 |
| 5900 | Gross profit from operations | 515,047 | 22 | 638,620 | 26 |
| 6000 | Operating expenses (notes 6(n)(s) and 7): | ||||
| 6100 | Selling expenses | 127,286 | 6 | 123,120 | 5 |
| 6200 | Administrative expenses | 148,111 | 6 | 151,912 | 6 |
| 6300 | Research and development expenses | 98,548 | 4 | 91,402 | 4 |
| 6450 | Expected credit gain (note 6(d)) | - | - | (25) | - |
| Total operating expenses | 373,945 | 16 | 366,409 | 15 | |
| Net operating income | 141,102 | 6 | 272,211 | 11 | |
| Non-operating income and expenses (notes 6(l)(m)(t)): | |||||
| 7100 | Interest income | 18,599 | 1 | 24,621 | 1 |
| 7010 | Other income | 14,828 | 1 | 10,065 | - |
| 7020 | Other gains and losses, net | (66,794) | (3) | 71,907 | 3 |
| 7050 | Finance costs, net | (27,004) | (1) | (13,902) | - |
| 7000 | Total non-operating income and expenses | (60,371) | (2) | 92,691 | 4 |
| 7900 | Profit before income tax | 80,731 | 4 | 364,902 | 15 |
| 7950 | Less: income tax expenses (note 6(o)) | 16,972 | 1 | 96,250 | 4 |
| 8200 | Profit | 63,759 | 3 | 268,652 | 11 |
| 8300 | Other comprehensive income (loss): | ||||
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 59,564 | 3 | 61,727 | 3 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | 11,837 | 1 | 11,401 | 1 |
| Total items that may be reclassified subsequently to profit or loss | 47,727 | 2 | 50,326 | 2 | |
| 8300 | Other comprehensive income (loss), net | 47,727 | 2 | 50,326 | 2 |
| 8500 | Total comprehensive income | $ 111,486 | 5 | 318,978 | 13 |
| Profit attributable to: | |||||
| 8610 | Attributable to owners of parent | $ 63,833 | 3 | 268,672 | 11 |
| 8620 | Attributable to non-controlling interests | (74) | - | (20) | - |
| $ 63,759 | 3 | 268,652 | 11 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Attributable to owners of parent | $ 111,345 | 5 | 318,678 | 13 |
| 8720 | Attributable to non-controlling interests | 141 | - | 300 | - |
| $ 111,486 | 5 | 318,978 | 13 | ||
| Earnings per share (in dollar) (note 6(q)) | |||||
| 9750 | Basic earnings per share (in dollar) | $ 0.97 | 4.06 | ||
| 9850 | Diluted earnings per share (in dollar) | $ 0.94 | 3.95 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity | |||||||||
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Treasury shares | Total equity attributable to owners of parent | Non-controlling interests | Total equity | |
| Balance at January 1, 2024 | $ 661,723 | 410,368 | 161,616 | 49,529 | 408,366 | (63,689) | - | 1,627,913 | - | 1,627,913 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 23,613 | - | (23,613) | - | - | - | - | - |
| Special reserve appropriated | - | - | - | 14,160 | (14,160) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (132,345) | - | - | (132,345) | - | (132,345) |
| Profit | - | - | - | - | 268,672 | - | - | 268,672 | (20) | 268,652 |
| Other comprehensive income | - | - | - | - | - | 50,006 | - | 50,006 | 320 | 50,326 |
| Total comprehensive income | - | - | - | - | 268,672 | 50,006 | - | 318,678 | 300 | 318,978 |
| Conversion of convertible bonds | - | 77,568 | - | - | - | - | - | 77,568 | - | 77,568 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | 3,552 | 3,552 |
| Balance at December 31, 2024 | 661,723 | 487,936 | 185,229 | 63,689 | 506,920 | (13,683) | - | 1,891,814 | 3,852 | 1,895,666 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 26,867 | - | (26,867) | - | - | - | - | - |
| Reversal of special reserve | - | - | - | (50,006) | 50,006 | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (132,345) | - | - | (132,345) | - | (132,345) |
| Profit | - | - | - | - | 63,833 | - | - | 63,833 | (74) | 63,759 |
| Other comprehensive income | - | - | - | - | - | 47,512 | - | 47,512 | 215 | 47,727 |
| Total comprehensive income | - | - | - | - | 63,833 | 47,512 | - | 111,345 | 141 | 111,486 |
| Repurchase of treasury share | - | - | - | - | - | - | (18,444) | (18,444) | - | (18,444) |
| Balance at December 31, 2025 | $ 661,723 | 487,936 | 212,096 | 13,683 | 461,547 | 33,829 | (18,444) | 1,852,370 | 3,993 | 1,856,363 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from (used in) operating activities:
| 2025 | 2024 | |
|---|---|---|
| Profit before tax | $ 80,731 | 364,902 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 33,731 | 44,267 |
| Amortization expense | 4,110 | 2,229 |
| Expected credit gain | - | (25) |
| Net (gain) loss on financial assets or liabilities at fair value through profit or loss | (1,740) | 2,280 |
| Interest expense | 27,004 | 13,902 |
| Interest income | (18,599) | (24,621) |
| Gain (loss) on disposal of property, plan and equipment | (385) | 37 |
| Total adjustments to reconcile profit (loss) | 44,121 | 38,069 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Notes receivable | (214) | 2,206 |
| Accounts receivable | 142,377 | (99,759) |
| Other receivables | 4,353 | (2,534) |
| Inventories | 16,168 | (42,500) |
| Prepayments | (56,747) | (438) |
| Other current assets | (2,456) | 1,054 |
| Other non-current assets | (3,314) | 145 |
| Total changes in operating assets | 100,167 | (141,826) |
| Changes in operating liabilities: | ||
| Current contract liabilities | (12,923) | 10,753 |
| Accounts payable | (33,763) | 147,462 |
| Other payables | (5,654) | 23,831 |
| Other payables to related parties | (2) | 2 |
| Other current liabilities | (7,958) | 82 |
| Total changes in operating liabilities | (60,300) | 182,130 |
| Total changes in operating assets and liabilities | 39,867 | 40,304 |
| Total adjustments | 83,988 | 78,373 |
| Cash inflow generated from operations | 164,719 | 443,275 |
| Interest received | 18,599 | 24,621 |
| Interest paid | (12,831) | (11,574) |
| Income taxes paid | (86,711) | (82,637) |
| Net cash flows from operating activities | 83,776 | 373,685 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (18,858) | - |
| Acquisition of property, plant and equipment | (571,757) | (17,162) |
| Proceeds from disposal of property, plant and equipment | 1,161 | 238 |
| Decrease in refundable deposits | - | 560 |
| Acquisition of intangible assets | (13,372) | (1,251) |
| Decrease in other financial assets | (2,975) | 4,824 |
| Increase in other non-current assets | - | (38,046) |
| Increase in prepayments for business facilities | (50,682) | (13,563) |
| Net cash flows used in investing activities | (656,483) | (64,400) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 206,680 | 450,000 |
| Decrease in short-term loans | (331,351) | (470,000) |
| Proceeds from issuing bonds | - | 635,583 |
| Proceeds from long-term debt | 431,430 | 85,000 |
| Repayments of long-term debt | (22,500) | (1,875) |
| Payment of lease liabilities | (2,516) | (3,082) |
| Cash dividends paid | (132,345) | (132,345) |
| Payments to acquire treasury shares | (18,444) | - |
| Changes in non-controlling interests | - | 3,552 |
| Net cash flows from financing activities | 130,954 | 566,833 |
| Effect of exchange rate changes on cash and cash equivalents | 25,363 | 53,752 |
| Net (decrease) increase in cash and cash equivalents | (416,390) | 929,870 |
| Cash and cash equivalents at beginning of period | 2,124,224 | 1,194,354 |
| Cash and cash equivalents at end of period | $ 1,707,834 | 2,124,224 |
See accompanying notes to consolidated financial statements.
KPMG
当快速来得合作 付印方济已经
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of COMPLEX MICRO INTERCONNECTION CO., LTD.:
Opinion
We have audited the financial statements of COMPLEX MICRO INTERCONNECTION CO., LTD. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to note 4 (n) for the relevant accounting policy regarding recognition of revenue, and refer to note 6 (s) for relevant disclosures.
Description of key audit matter:
COMPLEX MICRO INTERCONNECTION CO., LTD. is principally engaged in the business of electronic wire, electronic distribution wire, flexible printed circuit board and rigid-flex PCB. Operating revenue is one of the important items in the financial report, and is a matter of concern to users of the financial statements. Therefore, revenue recognition is one of the most important evaluation in performing our audit procedures.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member. is affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
How the matter was addressed in our audit:
Our principal audit procedures included:
- Testing the effectiveness of revenue recognition design and implementation of internal controls.
- Random Sampling appropriate sales revenue samples for the year to examine internal and external orders, shipping documents and invoices to check revenue is correctly recorded
- Choosing the specific samples for the revenue transactions during the periods before and after the balance sheet date to examine vouchers cover for the appropriate period.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
KPMG
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Shu-Chi Yang and Heng-Shen Lin.
KPMG
Taipei, Taiwan (Republic of China)
February 26, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Current liabilities: | Amount | % | Amount | % | ||||
| Current assets: | Short-term borrowings (note 6(j) and 8) | $ | 140,000 | 4 | 230,000 | 7 | ||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ | 991,660 | 27 | 1,258,883 | 37 | 2100 | Current financial liabilities at fair value through profit or loss (note 6(b)) | 1,980 | - | 3,720 | - |
| 1150 | Notes receivable, net (note 6(d) and (s)) | 214 | - | - | - | 2120 | Current contract liabilities | - | - | 12,923 | - | |
| 1170 | Accounts receivable, net (note 6(d) and (s)) | 539,762 | 15 | 638,152 | 18 | 2130 | Accounts payable | 8,761 | - | 10,006 | - | |
| 1180 | Accounts receivable due from related parties, net (note 6(d)(s) and 7) | 3,957 | - | 5,248 | - | 2170 | Accounts payable to related parties(note 7) | 417,556 | 11 | 457,498 | 13 | |
| 1200 | Other receivables (note (d)) | 34,066 | 1 | 37,603 | 1 | 2180 | Other payables | 68,479 | 2 | 85,214 | 2 | |
| 1210 | Other receivables due from related parties (note 6(d) and 7) | 58,680 | 2 | 59,713 | 2 | 2200 | Other payables to related parties(note 7) | - | - | 2 | - | |
| 130X | Inventories (note 6(e)) | 56,254 | 1 | 65,428 | 2 | 2220 | Current tax liabilities | - | - | 31,011 | 1 | |
| 1470 | Other current assets | 4,057 | - | 4,113 | - | 2230 | Current lease liabilities (note 6(m) and 7) | 4,028 | - | 3,332 | - | |
| 1,688,650 | 46 | 2,069,140 | 60 | 2280 | Other current liabilities | 476 | - | 914 | - | |||
| Non-current assets: | 2300 | Long-term borrowings, current portion (note 6(k)) | 74,865 | 2 | 22,500 | 1 | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 18,858 | 1 | - | - | 2322 | 716,145 | 19 | 857,120 | 24 | ||
| 1550 | Investments accounted for using equity method (note 6(f)) | 1,849,399 | 51 | 1,325,964 | 39 | Non-Current liabilities: | ||||||
| 1600 | Property, plant and equipment (note 6(g)) | 11,060 | - | 4,711 | - | 2530 | Bonds payable (note 6(l)) | 573,076 | 16 | 558,903 | 17 | |
| 1755 | Right-of-use assets (note 6(h)) | 12,422 | - | 3,675 | - | 2540 | Long-term borrowings (note 6(k)) | 467,190 | 13 | 110,625 | 3 | |
| 1760 | Investment property, net (note 6(i) and 8) | 49,598 | 2 | 50,423 | 1 | 2570 | Deferred tax liabilities (note 6(p)) | 26,308 | 1 | 46,534 | 1 | |
| 1802 | Intangible assets | 9,793 | - | 1,184 | - | 2580 | Non-current lease liabilities (note 6(m) and 7) | 8,431 | - | 413 | - | |
| 1840 | Deferred tax assets (note 6(p)) | 1,988 | - | 8,560 | - | 2670 | Other non-current liabilities, others (note 6(o)) | 798 | - | 798 | - | |
| 1995 | Other non-current assets, others | 2,550 | - | 2,550 | - | 1,075,803 | 30 | 717,273 | 21 | |||
| 1,955,668 | 54 | 1,397,067 | 40 | 1,791,948 | 49 | 1,574,393 | 45 | |||||
| Share capital (note 6(q)): | ||||||||||||
| 3110 | Ordinary share | 661,723 | 18 | 661,723 | 19 | |||||||
| 3200 | Capital surplus | 487,936 | 14 | 487,936 | 14 | |||||||
| 3310 | Legal reserve | 212,096 | 6 | 185,229 | 5 | |||||||
| 3320 | Special reserve | 13,683 | - | 63,689 | 2 | |||||||
| 3350 | Unappropriated retained earnings | 461,547 | 13 | 506,920 | 15 | |||||||
| 3400 | Other equity | 33,829 | 1 | (13,683) | - | |||||||
| 3500 | Treasury shares | (18,444) | (1) | - | - | |||||||
| Total equity | 1,852,370 | 51 | 1,891,814 | 55 | ||||||||
| Total assets | $ 3,644,318 | 100 | 3,466,207 | 100 | Total liabilities and equity | $ 3,644,318 | 100 | 3,466,207 | 100 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (note 6(s) and 7) | $ 1,490,022 | 100 | 1,521,466 | 100 |
| 5000 | Operating costs (note 6(e) and 7) | 1,248,885 | 84 | 1,246,513 | 82 |
| 5900 | Gross profit from operations | 241,137 | 16 | 274,953 | 18 |
| 5910 | Less: Unrealized profit from sales | 588 | - | 523 | - |
| 5950 | Gross profit from operations | 241,725 | 16 | 275,476 | 18 |
| 6000 | Operating expenses (note 6(m)(o)(t) and 7): | ||||
| 6100 | Selling expenses | 71,583 | 5 | 74,679 | 5 |
| 6200 | Administrative expenses | 54,830 | 3 | 57,144 | 4 |
| Total operating expenses | 126,413 | 8 | 131,823 | 9 | |
| Net operating income | 115,312 | 8 | 143,653 | 9 | |
| Non-operating income and expenses (note 6(m)(n)(u)): | |||||
| 7100 | Interest income | 11,004 | 1 | 21,105 | 2 |
| 7010 | Other income | 5,867 | - | 3,317 | - |
| 7020 | Other gains and losses, net | (40,594) | (3) | 51,074 | 4 |
| 7050 | Finance costs, net | (23,221) | (1) | (9,218) | (1) |
| 7060 | Share of profit of associates accounted for using equity method, net | 18,646 | 1 | 141,027 | 9 |
| 7000 | Total non-operating income and expenses | (28,298) | (2) | 207,305 | 14 |
| 7900 | Profit before income tax | 87,014 | 6 | 350,958 | 23 |
| 7950 | Less: income tax expenses (note 6(p)) | 23,181 | 2 | 82,286 | 5 |
| 8200 | Profit | 63,833 | 4 | 268,672 | 18 |
| Other comprehensive income (loss): | |||||
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements (note 6(p)) | 59,349 | 4 | 61,407 | 4 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | 11,837 | 1 | 11,401 | 1 |
| Total items that may be reclassified subsequently to profit or loss | 47,512 | 3 | 50,006 | 3 | |
| 8300 | Other comprehensive income (loss), net | 47,512 | 3 | 50,006 | 3 |
| 8500 | Total comprehensive income | $ 111,345 | 7 | 318,678 | 21 |
| Earnings per share (in dollar) (note 6(r)) | |||||
| 9750 | Basic earnings per share (in dollar) | $ 0.97 | 4.06 | ||
| 9850 | Diluted earnings per share (in dollar) | $ 0.94 | 3.95 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2024
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Profit
Other comprehensive income
Total comprehensive income
repurchase of treasury share
Balance at December 31, 2025
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Treasury shares | Total equity |
|---|---|---|---|---|---|---|---|
| $ 661,723 | 410,368 | 161,616 | 49,529 | 408,366 | (63,689) | - | 1,627,913 |
| - | - | 23,613 | - | (23,613) | - | - | - |
| - | - | - | 14,160 | (14,160) | - | - | - |
| - | - | - | - | (132,345) | - | - | (132,345) |
| - | - | - | - | 268,672 | - | - | 268,672 |
| - | - | - | - | - | 50,006 | - | 50,006 |
| - | - | - | - | 268,672 | 50,006 | - | 318,678 |
| - | 77,568 | - | - | - | - | - | 77,568 |
| 661,723 | 487,936 | 185,229 | 63,689 | 506,920 | (13,683) | - | 1,891,814 |
| - | - | 26,867 | - | (26,867) | - | - | - |
| - | - | - | (50,006) | 50,006 | - | - | - |
| - | - | - | - | (132,345) | - | - | (132,345) |
| - | - | - | - | 63,833 | - | - | 63,833 |
| - | - | - | - | - | 47,512 | - | 47,512 |
| - | - | - | - | 63,833 | 47,512 | - | 111,345 |
| - | - | - | - | - | - | (18,444) | (18,444) |
| $ 661,723 | 487,936 | 212,096 | 13,683 | 461,547 | 33,829 | (18,444) | 1,852,370 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
COMPLEX MICRO INTERCONNECTION CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 87,014 | 350,958 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 7,954 | 7,622 |
| Amortization expense | 1,834 | 519 |
| Net loss on financial assets or liabilities at fair value through profit or loss | (1,740) | 2,280 |
| Interest expense | 23,221 | 9,218 |
| Interest income | (11,004) | (21,105) |
| Share of profit of subsidiaries, associates accounted for using equity method | (18,646) | (141,027) |
| Unrealized profit from sales | 743 | 1,331 |
| Realized profit on from sales | (1,331) | (1,854) |
| Total adjustments to reconcile profit (loss) | 1,031 | (143,016) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Notes receivable | (214) | 102 |
| Accounts receivable | 98,390 | (84,342) |
| Accounts receivable due from related parties | 1,291 | (2,167) |
| Other receivables | 3,537 | 968 |
| Other receivables due from related parties | 1,033 | (3,731) |
| Inventories | 9,174 | 11,809 |
| Other current assets | 331 | 2,186 |
| Total changes in operating assets | 113,542 | (75,175) |
| Changes in operating liabilities: | ||
| Current contract liabilities | (12,923) | 12,923 |
| Accounts payable | (1,245) | (865) |
| Accounts payable to related parties | (39,942) | 35,730 |
| Other payables | (16,735) | 6,887 |
| Other payables to related parties | (2) | 2 |
| Other current liabilities | (438) | (10,114) |
| Total changes in operating liabilities | (71,285) | 44,563 |
| Total changes in operating assets and liabilities | 42,257 | (30,612) |
| Total adjustments | 43,288 | (173,628) |
| Cash inflow generated from operations | 130,302 | 177,330 |
| Interest received | 11,004 | 21,105 |
| Interest paid | (9,048) | (6,890) |
| Income taxes paid | (79,958) | (67,320) |
| Net cash flows from operating activities | 52,300 | 124,225 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (18,858) | - |
| Acquisition of investments accounted for using equity method | (586,770) | (392,907) |
| Proceeds from capital reduction of investments accounted for using equity method | - | 20,000 |
| Acquisition of property, plant and equipment | (9,003) | (1,034) |
| Decrease in refundable deposits | - | 560 |
| Acquisition of intangible assets | (10,443) | - |
| Dividends received | 141,918 | 154,838 |
| Net cash used in from investing activities | (483,156) | (218,543) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 120,000 | 450,000 |
| Decrease in short-term loans | (210,000) | (470,000) |
| Proceeds from issuing bonds | - | 635,583 |
| Proceeds from long-term debt | 431,430 | 83,125 |
| Repayments of long-term debt | (22,500) | - |
| Payment of lease liabilities | (4,508) | (5,086) |
| Cash dividends paid | (132,345) | (132,345) |
| Payments to acquire treasury shares | (18,444) | - |
| Net cash flows from financing activities | 163,633 | 561,277 |
| Net (decrease) increase in cash and cash equivalents | (267,223) | 466,959 |
| Cash and cash equivalents at beginning of period | 1,258,883 | 791,924 |
| Cash and cash equivalents at end of period | $ 991,660 | 1,258,883 |
See accompanying notes to parent company only financial statements.
COMPLEX MICRO INTERCONNECTION CO., LTD.
[Attachment 4]
COMPLEX MICRO INTERCONNECTION CO., LTD.
Earnings Distribution Table
2025
Unit: NT$
| Item | Amount | Remarks | |
|---|---|---|---|
| Sub-total | Total | ||
| Retained and unappropriated earnings at the beginning of the period | 397,714,595 | ||
| Add: Net profit after tax of the current year | 63,832,945 | ||
| Special reserve reversed | 13,683,428 | 77,516,373 | |
| Less: | |||
| Legal reserve appropriated | (6,383,295) | (6,383,295) | |
| Distributable earnings | 468,847,673 | ||
| Distribution item | |||
| Shareholders' bonuses - NT$1 per share in cash | (66,172,297) | (66,172,297) | |
| Undistributed earnings reserved at the end of the period | 402,675,376 |
Chairman: Chang Chih Chung
President: Tu Shu Min
Accounting Officer: Tsao Hsin Wen
COMPLEX MICRO INTERCONNECTION CO., LTD.
Appendix 1: Articles of Incorporation
COMPLEX MICRO INTERCONNECTION CO., LTD.
Articles of Incorporation
Chapter 1 General Rules
Article 1: The Company shall be incorporated in accordance with the regulations related to company limited by shares specified in the Company Act and its name shall be 圆裕企業股份有限公司 and COMPLEX MICRO INTERCONNECTION CO., LTD. in English.
Article 2: The scope of business of the Company shall be as follows:
I. Purchase and sales of electronic cables and hardware component parts.
II. Electronic wiring panel manufacturing, processing, installation and purchase and sales thereof.
III. Export trading business for goods described in the preceding paragraphs and provision of external guarantees to business operators in the same industry.
IV. CC01050 Data Storage Media Units Manufacturing.
V. CC01080 Electronics Components Manufacturing.
VI. F113050 Wholesale of Computers and Clerical Machinery Equipment.
VII. F119010 Wholesale of Electronic Materials.
VIII. F213030 Retail Sale of Computers and Clerical Machinery Equipment.
IX. F219010 Retail Sale of Electronic Materials.
X. F401010 International Trade.
Article 3: The Company shall have its head office in New Taipei City, and when it is determined to be necessary, upon the resolution of the board of directors, branch offices may be established domestically or overseas.
Article 3-1: The total amount of investments of the Company may not be restricted by the limitation specified in Article 13 of the Company Act.
Article 3-2: The Company may provide endorsements and guarantees to the external for business needs or investment relationships.
Article 4: The public announcement method of the Company shall be handled according to Article 28 of the Company Act.
Chapter 2 Shares
27
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Article 5: The total capital of the Company shall be NT$1,000,000,000, divided into 100,000,000 shares, at a par value of NT$10, and the board of directors is authorized to perform share issuance at discrete times depending upon the actual needs of the Company. For the total capital amount described in the preceding paragraph, an amount of NT$30,000,000 shall be reserved for the issuance of employee share subscription warrants, for a total of 3,000,000 shares at a par value of NT$10 per share, which may be issued at discrete times in accordance with the resolution of the board of directors.
For the Company's transfer of treasury shares to employees, issuance of employee share subscription warrants, new restricted employee shares and cash capital increase with new shares are subjects for issuance of restricted share awards and shares reserved from new shares issuance of cash capital increase for employee subscription, the subjects for subscription of such shares may include employees of subordinate companies satisfying certain criteria, and the board of directors is authorized to determine relevant criteria and distribution method.
Article 6: Deleted.
Article 7: The share certificates of the Company shall be in registered form, and shall be affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof.
The printing of share certificates issued by the Company may be exempted; however, the shares shall be registered with the centralized securities depository enterprise institution, and shall be handled in accordance to the regulations of such institution.
Article 8: The entries in the shareholders' roster shall not be altered sixty days prior to the convention of the annual general shareholders' meeting, or within thirty days prior to the convention of an extraordinary shareholders' meeting, or within five days prior to the target date determined by the Company for distribution of dividends, bonuses, or other benefits. The administration of the shareholder services of the Company, unless otherwise specified in the laws and regulations of securities, shall be handled according to the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated
28
COMPLEX MICROINTERCONNECTIONCO.,LTD.
by the competent authority.
Article 8-1: Where the Company applies for cancellation of the public offering of shares, it shall be reported to the shareholders' meeting for special resolution, and such clause shall not be changed during the period of public listing at the emerging stock market and TWSE (TPEx).
Chapter 3 Shareholders' Meeting
Article 9: The shareholders' meeting has two types: the annual general shareholders' meeting and extraordinary shareholders' meeting. The annual general shareholders' meeting shall be convened once annually within six months after the end of each fiscal year by the board of directors in accordance with the law. The extraordinary shareholders' meeting is convened according to the law whenever necessary.
The shareholder's meeting convention procedures shall be handled according to Article 172 of the Company Act. Where a shareholders' meeting is convened by the board of directors, the chair shall be handled according to Article 208 of the Company Act. Where a shareholder's meeting is convened by a party with power to convene but other than the board of directors, the convening party shall act as the chair of the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 10: Where a shareholder for any reasons cannot attend a shareholders' meeting in person, he or she may appoint a proxy to attend the shareholders' meeting on his/her behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. The procedures for shareholders' authorization of proxies to attend meetings shall be handled according to Article 177 of the Company Act.
Article 11: Each shareholder of the Company shall have one voting right letter for each share held; however, shares subject to the conditions described in Article 179 of the Company Act shall have no voting rights.
Article 12: Unless otherwise specified in the Company Act, any resolution at a shareholders' meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the Company's outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.
Resolutions made in a shareholders' meeting shall be recorded in meeting minutes and shall
COMPLEX MICROINTERCONNECTIONCO.,LTD.
be handled according to Article 183 of the Company Act. After the Company's shares are publicly traded at TPEx or TWSE, the electronic method is provided as one of the channels for the exercise of voting rights, and shareholders exercising their voting rights in electronic form shall be deemed to attend the meeting in person. All relevant matters shall be handled in accordance with the regulations.
Article 12-1: During the convention of the shareholders' meeting, video conference or other methods announced by the central competent authority may be adopted.
Chapter 4 Directors
Article 13: The Company shall have five to nine directors, and the actual number of directors are to be specified by the board of directors, and the term of directors shall be three years.
The elections of directors and independent directors shall be conducted in accordance with the candidates nomination system set out in Article 192-1 of the Company Act. According to the provision of Article 14-2 of the Securities and Exchange Act, in the aforementioned roster of directors of the Company, the number of independent directors shall not be less than three and shall not be less than one-third of the total number of directors, which shall be elected by the shareholders' meeting from the independent director candidate roster. In addition, the consecutive term of office of the independent directors shall not exceed three terms. Relevant matters of the professional qualification, shareholding and concurrent job position limitation, determination of independence, nomination acceptance method and public announcement of the independent directors shall comply with relevant laws of the Company Act and Securities Exchange Act. Independent directors and non-independent directors shall be elected at the same time but on separate ballots.
The election of directors shall be executed in accordance with the "Procedures for the Election of Directors" of the Company.
After the public offering of shares of the Company, the shareholding percentage of all directors shall comply with the regulations of the competent authority of securities.
The Company establishes the audit committee according to Article 14-4 of the Securities and Exchange Act, and the audit committee shall be formed by all of the independent directors, responsible for executing the authorities of supervisors according to the Company Act,
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Securities and Exchange Act and other laws and regulations. The members, exercise of authorities and other required compliance matters of the audit committee shall be handled according to relevant laws and regulations, and the charter of the audit committee shall be further established by the board of directors. The Company may establish a remuneration committee or other functional committees according to the laws and regulations or based on business needs.
Article 14: The board of directors shall be formed by the directors. A chairman of the board shall be elected by a majority of the directors present at a board of directors' meeting attended by two-thirds or more of the total number of directors. In addition, one director may be elected from among themselves to act as the vice chairman depending upon the business needs. The chairman is the chair of the board of directors and shall also represent the Company externally.
Article 15: In case where the chairman of the board is on leave or absent or cannot exercise his/her authority for any cause, the proxy thereof shall be handled according to the regulation of Article 208 of the Company Act. During the convening of a board of directors' meeting, it may be held via the video conference, and directors attending the meeting through the video conference shall be deemed to attend the meeting in person.
Article 15-1: For the convention of a board of directors' meeting, the convention reasons shall be indicated clearly, and all directors shall be informed of the meeting seven days before the meeting convention. However, in case of emergency, meeting may be convened at any time, and the convention notices may be made in writing, e-mail or fax.
Article 15-2: The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.
Article 16: The board of directors is authorized to determine the remuneration of all directors according to the participation level in the Company's operation and contribution value of the directors along with the consideration of the common standard adopted in the same industry.
Chapter 5 Managerial Officers
Article 17: The Company may install managerial officers, and the appointment, discharge and the remuneration of the managerial officers shall be handled according to Article 29 of the
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Company Act.
Chapter 6 Accounting
Article 18: At the end of each fiscal year of the Company, the Board of Directors shall prepare the reports and statements of (1) Business report, (2) Financial statements and (3) Proposal for distribution of surplus earnings or covering losses, for submission to the annual general shareholder's meeting according to the law in order to request for approval thereof.
Article 19: When the Company has a profit for a fiscal year, an amount equivalent to 3% to 5% of the profit shall be appropriated as the remuneration of employees, with no less than 1.5% appropriated as the remuneration to entry-level employees. In addition, an amount equivalent to no more than 2% of the profit shall be appropriated as the remuneration of directors. However, when the Company still has an accumulated loss (including an adjusted but undistributed surplus earnings amount), it shall be reserved to compensate such loss first. The remuneration of employees described in the preceding paragraph may be made in the form of shares or cash, and the subjects for receiving the remuneration of employees may include employees of subordinate companies satisfying certain criteria. The remunerations of directors shall be paid in the form of cash only.
The preceding two paragraphs shall be executed in accordance with the resolution of board of directors, and shall be reported to the shareholders' meeting.
Article 20: Where the Company has a net income after tax for the statement of a fiscal year, the tax shall be paid in priority and the accumulated loss (including adjusted but undistributed surplus earnings amount) shall be covered, following which, 10% thereof shall be set aside as the legal reserve; however, when the legal reserve has reached the paid-in capital, it may be exempted from such appropriation. For the remaining amount, special reserve shall be set aside or reversed according to the laws and regulations. Subsequently, if there is still a remaining amount, such remaining amount and the accumulated undistributed surplus may be combined for submission to the board of directors for the establishment of a surplus distribution proposal, followed by submission to the shareholders' meeting for resolution on the distribution of shareholders' dividends and bonuses.
After the public offering of shares of the Company, the board of directors is authorized such
COMPLEX MICROINTERCONNECTIONCO.,LTD.
that distributable dividends and bonuses, capital reserve or legal reserve in whole or in part may be distributed in cash after a resolution has been adopted by a majority votes at a board of directors' meeting of the Company attended by more than two-thirds of the total number of directors, which shall also be reported to the shareholders' meeting, and the requirement for resolution of a shareholders' meeting described in the preceding paragraph is not applicable.
The Company's dividend policy is established by the board of directors according to the business plan, investment plan, capital budget, and internal/external environmental changes. The Company is presently in the business growth stage, and retained earnings are utilized as capital necessary for business growth. Accordingly, the remaining dividend policy is presently adopted, and appropriate dividend distribution is established based on the consideration of the balance of dividends, such that cash dividends shall not be less than 10% of the total amount of dividends.
Article 20-1: Deleted.
Chapter 7 Supplementary Provisions
Article 21: Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 22: These Articles of Incorporation were duly enacted on April 24, 1980.
The 1st amendment was made on May 28, 1982.
The 2nd amendment was made on July 7, 1982.
The 3rd amendment was made on September 16, 1983.
The 4th amendment was made on February 14, 1985.
The 5th amendment was made on May 24, 1986.
The 6th amendment was made on October 13, 1988.
The 7th amendment was made on July 1, 1994.
The 8th amendment was made on August 22, 2000.
The 9th amendment was made on December 20, 2000.
The 10th amendment was made on April 13, 2001.
The 11th amendment was made on October 27, 2003.
The 12th amendment was made on June 4, 2004.
The 13th amendment was made on June 21, 2004.
COMPLEX MICROINTERCONNECTIONCO.,LTD.
The 14th amendment was made on June 24, 2005.
The 15th amendment was made on June 20, 2007.
The 16th amendment was made on June 30, 2014.
The 17th amendment was made on June 30, 2015.
The 18th amendment was made on December 7, 2017.
The 19th amendment was made on June 30, 2020.
The 20th amendment was made on November 10, 2020.
The 21st amendment was made on July 1, 2021.
The 22nd amendment was made on June 27, 2022.
The 23rd amendment was made on June 26, 2024.
The 24th amendment was made on June 25, 2025.
34
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Appendix 2: Rules of Procedure for Shareholders' Meetings
COMPLEX MICRO INTERCONNECTION CO., LTD.
Rules of Procedure for Shareholders' Meetings
Article 1: (Legal basis)
To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
The rules of procedures for shareholders' meeting of the Company, except as otherwise provided by law, regulation or the articles of incorporation, shall be shall be in accordance with these rules.
Article 2: (Convention and agenda of a shareholders' meeting)
Unless otherwise provided by law or regulation, the shareholders' meetings of the Company shall be convened by the board of directors.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders' meeting notice.
The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) thirty days before the date of the annual general shareholders' meeting or fifteen days before the date of an extraordinary shareholders' meeting. In addition, the Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS twenty-one days before the date of the annual general shareholders' meeting or fifteen days before the date of the extraordinary shareholders' meeting. If, however, the Company has a paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or the total shareholding of foreign shareholders and Chinese shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be done thirty days before the annual general shareholders' meeting. In addition, fifteen days before the date of the meeting, the Company shall also have prepared the shareholders' meeting handbook and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
For the meeting handbook and supplemental meeting materials described in the preceding paragraph, the Company shall provide them to the shareholders for review on the convention date of the shareholders'
COMPLEX MICROINTERCONNECTIONCO.,LTD.
meeting according to the following method:
I. For physical shareholders' meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement.
Matters concerning the election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of lifting the non-competing clause for directors, capitalization of earnings, capitalization of capital reserves, the Company dissolution, merger, or spin-off, or any matter under Subparagraphs of Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents shall be explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.
The reason of convention of shareholders' meeting has indicated the re-election of directors, and the date of assuming the position is also indicated. After the re-election is completed in such session of shareholders' meeting, the date of assuming the position shall not be changed through an extraordinary motion or other methods.
If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
If a shareholders' meeting is convened by a person other than the board of directors who has the authority to convene the meeting, the provisions of the preceding paragraph shall apply.
Article 3: (Shareholders' proposal)
A shareholder holding 1% or more of the total number of the issued shares may submit to the Company a proposal for discussion at the annual general shareholders' meeting. The number of items proposed is limited only to one, and no proposal containing more than one item will be included in the meeting agenda. Shareholders may submit suggestive proposals for urging the Company to promote public interests or fulfill its social responsibilities, provided that the procedure shall comply with relevant provisions of Article 172-1 of the Company Act, and the number of items proposed shall be limited to one only, and no proposal containing more than one item shall be included in the meeting agenda. In addition, when the circumstances described in Subparagraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a
COMPLEX MICROINTERCONNECTIONCO.,LTD.
shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before the annual general shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.
Shareholder-submitted proposals are limited to 300 words, and for a proposal containing more than 300 words, such proposal will not be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general shareholders' meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this Article. At the shareholders' meeting, the board of directors shall explain the reasons for exclusion of any shareholders' proposals not included in the agenda.
Article 4: (Proxy form for shareholders' meeting)
For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. Unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the shareholders' meeting via the video conferencing method, a written notice of proxy cancellation shall be submitted to the Company two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5: (Principles for shareholders' meeting convention time and venue)
The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect
37
COMPLEX MICROINTERCONNECTIONCO.,LTD.
to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual shareholders' meeting.
Article 6: (Sign-in and attendance cards of shareholders' meeting)
The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively referred to as "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least thirty minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration are deemed as attending the shareholders' meeting in person.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in cards in lieu of signing in. The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders' meeting, shareholders planning to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting handbook, annual report and other meeting materials to the virtual meeting platform at least thirty minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1: (Matters shall be listed in the shareholders' meeting notice for the convention of virtual shareholders' meeting)
To convene a virtual shareholders' meeting, the Company shall include the following matters in the
38
COMPLEX MICROINTERCONNECTIONCO.,LTD.
shareholders' meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following matters:
(I) From what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(II) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(III) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
(IV) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
III. To convene a virtual shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.
Article 7: (Chair and non-voting participants of shareholders' meeting)
Shareholders' meetings that are convened by the board of directors shall be chaired by the chairman. If the chairman is unable to perform duty due to a leave of absence or any reason, the vice chairman shall act as the deputy thereof. If the vice chairman is also on leave or cannot exercise authority due to reasons, the chairman will appoint one of the directors to act on their behalf. If no one is appointed, the remaining directors shall appoint one among themselves to perform the chairman's duties on their behalf.
When a director serves as the chair as referred to in the preceding paragraph, the director shall be the one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall apply for a representative of a juristic person director that serves as the chair.
It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairman of the board in person and attended by a majority of the directors, with at least one independent director in
39
COMPLEX MICROINTERCONNECTIONCO.,LTD.
person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the shareholders' meeting minutes.
If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually elect a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting.
Article 8: (Documentation of shareholders' meeting by audio or video)
At the beginning from the time it accepts shareholder attendance registrations, the Company shall make an uninterrupted audio and/or video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders' meeting is held via video conferencing, the Company shall keep records of shareholders' registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
For a virtual shareholders' meeting, the Company is advised to record audio and video of the backend interface of the virtual meeting platform.
Article 9: (Convention of shareholders' meeting)
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time, and shall also announce information related to the number of shares which have no voting rights and the number of shares represented by the attending 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
COMPLEX MICROINTERCONNECTIONCO.,LTD.
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 or more of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10: (Discussion of proposals)
Where a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda).
If a shareholders' meeting is convened by a person other than the board of directors who has the authority to convene the meeting, the provisions of the preceding paragraph shall apply.
The chair may not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11: (Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which
COMPLEX MICROINTERCONNECTIONCO.,LTD.
shareholders speak will be set by the chair.
Shareholders who have only submitted a speaker's slip but have not spoken will be considered not to have spoken. In the case where the content of a speech does not match the speaker's slip, the content of the speech shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12: (Calculation of voting shares and recusal system)
Voting at a shareholders' meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder service agent approved by the competent authority of securities, when one person is concurrently appointed as a proxy by two or more shareholders, the voting
42
COMPLEX MICROINTERCONNECTIONCO.,LTD.
rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.
When the Company 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. A shareholder exercising voting rights by correspondence or electronic means shall be deemed to have attended the shareholders' meeting in person. However, it is considered he/she has waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail; except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If any one among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall have the identity of shareholders of the Company.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting,
43
COMPLEX MICROINTERCONNECTIONCO.,LTD.
including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting call to order, shareholders attending the meeting via the video conferencing method shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting via video conferencing method in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the virtual shareholders' meeting.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting via video conferencing method, except for extraordinary motions, they may not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 13: (Reasons for invalid ballots and determination method)
When a ballot is determined by the monitoring personnel to be subject to any of the following circumstances, it shall be deemed as an invalid ballot:
I. The ballot provided by the board of directors is not used.
II. Ballots designated by the chair is not used.
III. A blank ballot is placed in the ballot box.
IV. The writing is unclear and indecipherable.
V. A ballot has been modified or includes other irrelevant texts or symbols.
VI. Both the options of agree and disagree have been circled or selected.
VII. A ballot is torn or damaged such that it is not a complete ballot.
When the vote counting personnel has doubt about any ballot, he/she shall request the monitoring personnel to verify whether the ballot is valid or invalid. Ballots determined to be invalid shall be placed separately, and after the vote counting is complete, the vote counting personnel shall check the number of votes, followed by submitting to the monitoring personnel to indicate invalid ballots and to seal such ballots.
44
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Article 14: (Election matters)
The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they are elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept properly for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 15: (Shareholders' meeting minutes)
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within twenty days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The meeting minutes described in the preceding paragraph may be distributed by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The meeting minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and minutes taker's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual shareholders' meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
Article 16: (Public disclosure)
The number of shares solicited by solicitors, the number of shares represented by proxy agents, and the
COMPLEX MICROINTERCONNECTIONCO.,LTD.
number of shares represented by shareholders attending by written or electronic means shall be compiled by the Company into a statistical table in the prescribed format and clearly displayed at the venue of the shareholders' meeting on the day of the meeting. If the shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the shareholders' meeting video conference platform at least thirty minutes before the meeting begins and shall continue to disclose it until the meeting concludes.
During the virtual shareholders' meeting convened by the Company, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17: (Maintaining order of meeting place)
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18: (Recess and resumption of shareholders' meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
46
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Article 19: (Disclosure of information at virtual meetings)
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least fifteen minutes after the chair has announced the meeting adjourned.
Article 20: (Location of chair and secretary of virtual shareholders' meeting)
When the Company convenes a virtual shareholders' meeting, both the chair and minutes taker shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21: (Handling of disconnection)
In the event of a virtual shareholders' meeting, when declaring the meeting call to order, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than thirty minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under Paragraph 2, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders' meeting held under Paragraph 2, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in Paragraph 2, if the total number of shares represented at the meeting, after deducting those
47
COMPLEX MICROINTERCONNECTIONCO.,LTD.
represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue, and postponement or resumption of the meeting under Paragraph 2 is not required.
Under the circumstances where a meeting should continue as in the preceding Paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
When postponing or resuming a meeting according to Paragraph 2, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under second half of Article 12 and Paragraph 3 of Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies, and Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under Paragraph 2.
Article 22: (Handling of digital gap)
When convening a virtual shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
Article 23: (Uncovered matters)
Any matters not specified in these Rules shall be handled in accordance with the Company Act, Securities and Exchange Act and other relevant laws as well as the Articles of Incorporation and Corporate Governance Rules of the Company, and shall also be handled according to the instructions of the chair.
Article 24: (Supplementary provisions)
These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
48
COMPLEX MICROINTERCONNECTIONCO.,LTD.
Appendix 3: Shareholdings of All Directors
COMPLEX MICRO INTERCONNECTION CO., LTD.
Shareholdings of All Directors
I. The Company's paid-in capital is NT$661,722,970, and the number of issued shares is 66,172,297 shares.
II. According to Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director Share Ownership Ratios at Public Companies:
(1) Minimum number of shares required to be held by all directors of the Company is 5,293,783 shares.
(2) The Company has established the Audit Committee; accordingly, the requirement on the statutory number of shares to be held by supervisors is not applicable.
III. Up to the book closure date of the present annual general shareholders' meeting of the Company, the shareholding of all directors as recorded in the shareholders' roster is described in the following:
Book closure date: March 31, 2026
| Title | Name | Number of shares held as of the book closure date | |
|---|---|---|---|
| Number of shares | Shareholding percentage (%) | ||
| Chairman | Chang Chih Chung | 4,566,403 | 6.90 |
| Vice Chairman | Tu Shu Min | 4,427,391 | 6.69 |
| Director | Kuo Ming Fong | 180,921 | 0.27 |
| Director | Chung Chih Lung | 398,144 | 0.60 |
| Director | Chiu Kuo Tung | 50,000 | 0.08 |
| Independent director | Li Chih Kuang | — | — |
| Independent director | Chan Chao Huei | — | — |
| Independent director | Hung Tsung Hsien | — | — |
| Independent director | Wan Hsin Ning | — | — |
| Total | 9,622,859 | 14.54 |