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CMP — AGM Information 2026
May 20, 2026
51855_rns_2026-05-20_0d338f94-d0ff-4634-8d6e-369adb8a2c85.pdf
AGM Information
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CMP GROUP
勤美股份有限公司
Stock code:1532

2026
Annual General Meeting
| Meeting Method: Physical Meeting
| Time: 9:30 a.m., June 23, 2026 (Tuesday)
| Venue: 2F., Meeting Room, No. 488, Shangkeng Village, Xinfeng Township, Hsinchu County (CMP Hsinchu Plant)
DISCLAIMER
THIS IS A TRANSLATION OF THE AGENDA FOR THE 2026 ANNUAL GENERAL MEETING ("THE AGENDA") OF CHINA METAL PRODUCTS CO., LTD. ("THE COMPANY"). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
CHINA METAL PRODUCTS CO., LTD.
2026 Annual General Meeting
Meeting Agenda
Table of contents
Pages
Agenda: ... 1
I. Call meeting to order ... 1
II. Chairperson's remarks ... 1
III. Report items ... 1
IV. Ratifications ... 3
V. Elections ... 4
VI. Other matters ... 10
VII. Extempore motions ... 10
VIII. Adjournment ... 10
Attachments ... 11
(I) Report on Business Operations for 2025 ... 11
(II) Audit Committee’s Review Report ... 21
(III) 2025 Parent Company Only Financial Statements, Consolidated Financial Statements and Independent Auditors’ Report ... 22
(IV) Earnings Appropriation Sheet ... 39
(V) Status of Directors and Independent Directors concurrently holding positions at other companies ... 40
Appendix ... 41
(I) Articles of Incorporation ... 41
(II) Rules of Procedure for Annual General Meeting ... 48
(III) Procedures for Election of Directors ... 55
(IV) Shareholding by All Directors ... 57
China Metal Products Co., Ltd. ("CMP")
2026 Annual General Meeting - Meeting Agenda
Convening method: Physical Meetings
Time: June 23, 2026 (Tuesday), 9:30 a.m. (GMT+8)
Venue: 2F., Meeting Room, No. 488, Shangkeng Village, Xinfeng Township, Hsinchu County (CMP Hsinchu Plant)
Agenda:
I. Call meeting to order
II. Chairperson's remarks
III. Report items:
(I) Report on Business Operations and Financial Condition for 2025 (please see pages 11 - 20 of Attachment 1 of this handbook).
(II) Audit Committee’s Review Report for 2025. (please see page 21 of Attachment 2 of this handbook).
(III) Report on the 2025 earnings in cash dividends to shareholders.
- The earnings in cash dividends to shareholders for 2025 has been approved by the Board of Directors in accordance with Article 27 of the Articles of Incorporation. The cash dividend for 2025 is NTD 0.8 per share, totaling NTD 333,010,617.
- The proposal has been approved by the Board of Directors, and the Chairperson has been authorized by the Board to set the ex-dividend date and handle other related matters. If the number of common stocks changes, resulting in a change in the cash dividend per share, the Chairperson is also authorized to process it.
(IV) Report on status of the guarantees and endorsements
Unit: NTD '000
| Counterparties | Guarantees and Endorsements Beginning of the Year | Changes During the Year | Guarantees and Endorsements End of the Year |
|---|---|---|---|
| Sunflower Investment Co., Ltd. | 160,000 | 0 | 160,000 |
| The Hotel National Co., Ltd. | 50,000 | 0 | 50,000 |
| Taichung CMP Hospitality Management Consulting Co., Ltd. | 1,310,000 | 150,000 | 1,460,000 |
| Shangrila Tourism Co., Ltd. | 674,000 | 50,000 | 724,000 |
| The Splendor Hospitality International Co., Ltd. | 1,750,000 | 0 | 1,750,000 |
| CMAAN Health Co., Ltd. | 10,000 | 0 | 10,000 |
| Total | 3,954,000 | 200,000 | 4,154,000 |
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(V) Report on 2025 distribution of employee compensation and remuneration for Directors.
-
In accordance with Article 27-1 of the Articles of Incorporation, after taking into consideration the shareholders' rights and interests, and industry standards and the overall economic environment in a comprehensive manner, the Company's 2025 audited net profit before tax (the same below) is NTD 391,654,410, which, after including employee compensation and remuneration for Directors, is NTD 413,573,822. 2.8% for employee compensation totaling NTD 11,580,067 and 2.5% for remuneration for Directors totaling NTD 10,339,345 are proposed for allocation. At least 30% or NTD 3,474,021 of the employee compensation will be allocated to entry-level employees. The actual amount allocated will be based on the company's mid-year performance evaluation results.
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According to the resolution of the Board of Directors of the Company on March 10, 2025, the eligible entry-level employees for the fiscal year 2025 refer to employees who are not managers and whose average monthly regular salary does not exceed NTD 63,000.
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This appropriation of employee compensation and remuneration for Directors is proposed to be fully paid in cash, which has no discrepancy with the amounts recognized for 2025. The recipients of the aforementioned employee compensation are employees of the Company and its subsidiaries.
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The above-mentioned distribution details of remuneration for Directors for 2025 is calculated in accordance with the Company's "Remuneration Policy for Directors, Remuneration Committee and Audit Committee Members, and Managers" and submitted to the Remuneration Committee for discussion.
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The amount and payment method of employee compensation and remuneration for Directors, as well as the amount allocated to individual Directors in this case, have been discussed and approved by the Remuneration Committee, and submitted to the Board of Directors for resolution in accordance with the law.
(VI) Report on the implementation of the company's share buyback
On June 17, 2025, the Board of Directors of the company has approved the first share buyback for 2025, and the implementation status is as follows:
| Items | Description |
|---|---|
| Buyback Sequence | the First share buyback for 2025 |
| Date of Board Resolution | June 17, 2025 |
| Purpose of Buyback | Transfer of shares to employees |
| Planned Buyback Period | From June 18, 2025 to August 16, 2025 |
| Type and Number of Shares Planned for Buyback | Common stock 10,000,000 shares |
|---|---|
| Planned Buyback Price Range | From NTD 21 to NTD 36. The company will continue the buyback as the share price has fallen below the lower limit of the designated price range. |
| Actual Buyback Period | From June 19, 2025 to August 15, 2025 |
| Type and Number of Shares Repurchased (As a percentage of total shares issued) | Common stock 6,341,000 shares (1.50%) |
| Total Amount of Shares Repurchased | NTD 163,070,005 |
| Average Buyback Price Per Share | NTD 25.72 |
| Ratio of actual to planned buyback quantity (%) | 63.41% |
| Number of shares retired or transferred | Not yet retired or transferred |
| Cumulative number of treasury shares held | 6,341,000 shares |
| Ratio of cumulative treasury shares held to total shares issued (%) | 1.50% |
IV. Ratifications:
(I) Proposal: Ratify the Company's 2025 business report and financial statements. (Proposed by the Board of Directors)
Description:
- The Company's Report on Business Operations for 2025 has been compiled.
- The Company's 2025 Parent Company Only Financial Statements and Consolidated Financial Statements have been prepared.
- The aforementioned financial reports were audited by Tsou, Yi-Yun and Han, Yi-Lien, CPAs from KPMG Taiwan, who issued an unqualified audit opinion thereof.
- This proposal was reviewed by the Audit Committee and submitted to the Board of Directors for resolution in accordance with the law.
- For the above reports, please refer to pages 11 - 21 of this handbook for Attachments 1 and 2, and pages 22 - 38 for Attachment 3.
Resolution:
(II) Proposal: Ratify the 2025 earnings distribution. (Proposed by the Board of Directors)
Description:
-
For the Company's 2025 earnings distribution, apart from appropriating to the legal reserve in accordance with the law, the earnings in cash dividends to shareholders for 2025 are also proposed, which have been submitted to the Audit Committee for review and the Board of Directors for approval by resolution in accordance with the law. Please refer to Attachment 4 on page 39 of this handbook.
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When calculating the 5% income tax on unappropriated retained earnings pursuant to Article 66-9 of the Income Tax Act, priority of appropriation shall be given to the 2025 earnings.
Resolution:
V. Elections:
(I) Proposal: New election of CMP directors. (Proposed by the Board of Directors)
Description:
-
The term of the current Directors will expire on June 14, 2026, and in accordance with relevant laws and regulations, a general election of all Directors will be held during this year's Annual General Meeting.
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In accordance with Article 17 of the Company's Articles of Incorporation, which stipulates the establishment of the Board of Directors, nine Directors (including three Independent Directors) will be elected for a term of three years. All Directors may be re-elected. The term of office for newly elected directors will be from June 23, 2026 to June 22, 2029. According to Article 192-1 of the Company Act and the Company's Articles of Incorporation, the Company has adopted a candidate nomination system for the election of Directors.
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The election shall be processed in accordance with the Company's Procedures for Election of Directors.
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The list of candidates for Directors of the Company is as follows:
| Category of Nominee | Name of Nominee | Education | Work Experience | Current Position | Number of Shares Held |
|---|---|---|---|---|---|
| Director | Lucent Source, Ltd. (Representative: LIN, Ting Fung) | • Bachelor of Water Resources Engineering, Chung Yuan Christian University | |||
| • Business Administration (Entrepreneurship), National Chengchi University | • President of Sanlien Technology Corp. | ||||
| • Chairperson of Meteorological Application & Development Foundation | |||||
| • Supervisor of CMP | • Note 1 | 1,421,000 | |||
| Director | Chain-Yuan Investment Co., Ltd. (Representative: CHENG, Wu Cheh) | • Bachelor of Mechanical Engineering, University of Washington (Seattle) | |||
| • Master of Mechanical Engineering, Rensselaer Polytechnic Institute (New York) | • Asia Pacific General Manager of Cutting Tools Division at Kennametal Inc. | ||||
| • Co-founder of Boben Environmental Control (Guangdong) Technology Co., Ltd. | |||||
| • Formerly held positions at Johnson Controls: | |||||
| • General Manager of Automotive Interiors Division, China | |||||
| • General Manager of Electromagnetic Division, Asia Pacific | |||||
| • General Manager of Building Solutions Division (Shanghai), China | |||||
| • General Manager of Whirlpool Appliances, Taiwan | • Director of CMP | 75,521,965 |
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| Category of Nominee | Name of Nominee | Education | Work Experience | Current Position | Number of Shares Held |
|---|---|---|---|---|---|
| Director | TSAO, Ming Hong | • Department of Newspaper Administration, Shih Hsin Junior College | • Vice President, Director, Vice Chairperson and consultant of CMP | ||
| • Director of Pujen Land Development Co., Ltd. | |||||
| • Supervisor of CMAAN Health Co., Ltd. | |||||
| • Director of CMJ CO., LTD. | • Director of CMP | ||||
| • Supervisor of Pujen Land Development Co., Ltd. | |||||
| • Consultant of China Metal International Holdings Inc. | 3,092,879 | ||||
| Director | WU, Shu Chuan | • Bachelor of International Trade, Tamkang University | • Director of Pujen Land Development Co., Ltd. | ||
| • Chairperson of Chain-Yuan Investment Co., Ltd. | • Director of CMP | ||||
| • Chairperson of China Floral Art Foundation | |||||
| • Director of Chain-Yuan Investment Co., Ltd. | 5,702,198 | ||||
| Director | HO, Pei Fen | • Master of Laws, University of Pennsylvania (U.S.A.) | • Special Assistant to the Chairperson and Spokesperson of CMP | ||
| • Director and CEO of CMP Pujen Foundation for Arts and Culture | |||||
| • Legal Specialist, McCutchen, Doyle, Brown & Enersen LLP | • Director of CMP | ||||
| • Chairperson of CMP Pujen Foundation for Arts and Culture | |||||
| • Director of Taichung CMP Hospitality Management Consulting Co., Ltd. | 6,750,833 |
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| Category of Nominee | Name of Nominee | Education | Work Experience | Current Position | Number of Shares Held |
|---|---|---|---|---|---|
| Director | HO, Cheng Yu | • Master of Design & Branding Strategy, Brunel University (U.K.) | • Manager, Assistant vice president and Vice president of CMPs Lifestyle Innovation Division | • Director of CMP; Vice President of CMPs Lifestyle Innovation Division (Concurrent Head of Strategic Planning Office) | |
| • Chairperson of Calligraphy Greenway Plaza Co., Ltd. | |||||
| • Chairperson of Great Naturalistic Block Co., Ltd. | |||||
| • Vice Chairperson and President of CMP Lifestyle Hospitality Co., Ltd. | |||||
| • Director of Pujen Land Development Co., Ltd. | |||||
| • Director and President of Shangrila Tourism Co., Ltd. | |||||
| • Director and CEO of CMP Pujen Foundation for Arts and Culture | |||||
| • Supervisor of Taichung CMP Hospitality Management Consulting Co., Ltd. | 4,056,384 |
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| Category of Nominee | Name of Nominee | Education | Work Experience | Current Position | Number of Shares Held |
|---|---|---|---|---|---|
| Independent Director | CHIEN, Chen Fu | • Ph.D. of Decision Sciences and Operations Research, University of Wisconsin-Madison, U.S.A | • Executive Vice President of National Tsing Hua University | ||
| • Deputy Director with Industrial Engineering Division, TSMC | • President of Zhen Ding Technology Holding Limited | ||||
| • Chair Professor of National Tsing Hua University | |||||
| • Independent Director, Audit Committee Member and Remuneration Committee Member of Airoha Technology Corp. | |||||
| • Independent Director, Audit Committee Member and Remuneration Committee Member of ASPEED Technology Inc. | |||||
| • Director of Asian Institute of Technology | 0 | ||||
| Independent Director | LIN, Chien Yuan | • Doctor of Civil Engineering, University of Washington | • Chairperson of An-Shin Food Services Co., Ltd. (MOS Burger) | • Independent Director, Audit Committee Member and Remuneration Committee Member of CMP | |
| • Director of An-Shin Food Service Co., Ltd | |||||
| • Distinguished Visiting Lectureship of Feng Chia University | 0 |
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| Category of Nominee | Name of Nominee | Education | Work Experience | Current Position | Number of Shares Held |
|---|---|---|---|---|---|
| Independent Director | WANG, Jennifer C.F. | • LL.M., Columbia University School of Law | • Independent Director, Audit Committee Member, Remuneration Committee Member and Investment Review Committee Member of TXC Corporation. | ||
| • Attorney of Simpson Thacher & Bartlett LLP | |||||
| • Attorney of Yong-Yun International Law Office | • Partner of Chen & Lin Attorneys-at-Law | ||||
| • Independent Director, Audit Committee Member, Remuneration Committee Member and Board Sustainability Committee Member of O-Bank Co., Ltd. | |||||
| • Independent Director, Audit Committee Member, Remuneration Committee Member and Risk Management Committee Member of Lotus Pharmaceutical | 0 |
Note 1 : Current Position of Nominee LIN, Ting Fung
Chairperson: China Metal Products Co., Ltd., Atrans Precision Industries Co., Ltd., CMI (Wu Han) Precision Machinery Co., Ltd., Pujen Land Development Co., Ltd., PUJADE Construction Co., Ltd., The Hotel National Co., Ltd. (and President), Taichung CMP Hospitality Management Consulting Co., Ltd., CMP Intelligence Technology Co., Ltd., CMP Lifestyle Hospitality Co., Ltd., CMAAN Health Co., Ltd., San Lien Educational Foundation and Taichung City Sports Education Development Foundation
Chair: Far Hsing (Samoa) Enterprise Co., Ltd. and China Metal International Holdings Inc.
Director: CMJ CO., LTD., United Elite Agents Limited, CMW (Cayman Islands) Co., Ltd. China Metal International (BVI) Limited, Suzhou CMS Machinery Co., Ltd., Tianjin CMT Industry Co., Ltd., Suzhou CMB Machinery Co., Ltd., CMW (Tianjin) Industry Co., Ltd., Sunflower Investment Co., Ltd., Shangrila Tourism Co., Ltd., Kemitek Industrial Corp. (President) and Meteorological Application & Development Foundation.
Election result:
VI. Other matters:
(I) Proposal: Discussion on proposal to remove non-compete clauses for CMP directors. (Proposed by the Board of Directors)
Description: 1. Pursuant to Article 209 of the Company Act, a Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the Annual General Meeting the essential contents of such an act and secure its approval.
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If a newly appointed Director of the Company (or, if elected as a corporate shareholder, including the corporate shareholder and its designated representative) invests in or operates other companies with the same or similar business scope as the Company and serves as a director or manager for the benefit of the Company, the Company hereby requests the Annual General Meeting to agree to lift the non-competition restriction on the newly appointed director during his term of office if the aforementioned circumstances exist.
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Please refer to Attachment 5 on page 40 of this handbook for the status of Directors and Independent Directors concurrently holding positions at other companies.
Resolution:
VII. Extempore motions
VIII. Adjournment
[Attachments 1]
China Metal Products Co., Ltd. ("CMP")
Report on Business Operations for 2025
(I) Results of Operation
CMP Group's three major business groups are: Metal Manufacturing, Real Estate Development, and Lifestyle Innovation. In 2025, CMP Group's operating results were as follows: the consolidated operating revenues was approximately NTD 15.4 billion, the consolidated net operating income was approximately NTD 1.1 billion, the net consolidated profit was approximately NTD 0.7 billion, and the total consolidated assets were approximately NTD 53.4 billion.
(II) Status of Budget Implementation: Not Applicable
(III) Financial Revenue and Profitability Analysis
Unit: NTD '000
| Items | 2024 | 2025 | |
|---|---|---|---|
| Financial Income & Expenditure | Interest Revenue | 116,132 | 93,002 |
| Interest Expenses | 370,779 | 400,021 | |
| Net Foreign Exchange Gains (Losses) | 50,315 | 22,072 | |
| Profitability | Return on Assets (%) | 3.40 | 1.97 |
| Return on Equity (ROE) (%) | 8.31 | 3.76 | |
| Ratio of Income to Paid-in Capital (%) | 47.17 | 26.56 | |
| Ratio of Net Profit Before Tax to Paid-in Capital (%) | 43.80 | 23.30 | |
| Net Ratio (%) | 8.44 | 4.72 | |
| Earnings Per Share (NTD) | 3.05 | 0.98 |
(IV) Status of Primary Operations, Research and Developments
Metal Manufacturing
CMP Metal Manufacturing Division
In 2025, the Metal Manufacturing Division experienced a reduction in orders due to changes in the external environment, which was mainly affected by the following factors:
1 $\cdot$ Impact of US tariff policies
The tariff policies of Trump 2.0 have impacted woodworking equipment sales to the United States, which affected orders from major domestic customers, with orders decreasing since the second quarter.
- Intensified low-cost competition from Chinese competitors
China's metal industry continues to use low production costs as a competitive strategy, taking over market shares through large-scale production, cost structure advantages, and price competition. This poses a significant challenge to our strategies for securing orders and increasing capacity utilization.
- Weakened demand in the agricultural machinery market
The prices of soybean, wheat, and corn have fluctuated at low levels. With high interest rates, the production of old models by major agricultural machinery customers has been reduced. However, the sales performance of new agricultural machinery models developed in 2024 showed steady growth, which still provided some support for our operations.
Industrial restructuring and development opportunities
With the global economy gradually benefiting from the development of the AI industry and the increase in electricity demand, the growth of infrastructure-related investment has expanded, creating transformation opportunities in our development in individual industries.
- Entering the renewable energy equipment market
In response to the equipment needs of domestic motor manufacturers at their solar tracker power generation projects in the United States, the development of solar gearbox products was completed in the second half of the year. We will continue to launch next-generation models, which are expected to continue to support orders for CMP Group Metal Manufacturing Division until 2028.
- Expansion of the international pipe manufacturing market
We successfully secured OEM opportunities for bent pipe products from major international pipe manufacturers, completed sample delivery and mass production, and continued to penetrate the global non-straight pipe industry required for infrastructure construction, strengthening product portfolio and industrial development.
Looking ahead to 2026, the Metal Manufacturing Division will focus on the following three strategies to drive revenue growth and profitability:
- Promote short-term flexible pricing strategies and actively expand market orders.
Aggressively pursue market orders through short-term flexible pricing strategies: Main targets include public construction projects, water pumps, and gear reducer. We will make short-term price adjustments for existing customer orders to maximize order transfer, increase overall casting output, further reduce production costs per kilogram,
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and improve the gross profit margin of products. At the same time, we will continue to promote public construction projects for products such as water tanks, cast iron manhole covers, and foundation facilities.
- Strengthen exports and enhance the advantages of one-stop integrated services
In the export market, we meet the needs of brand customers who want to purchase everything they need from CMP Group in Taiwan. Building on our past collaborations with major international manufacturers, we continue to meet their needs for assembled parts and precision machined parts. Furthermore, we employ the same strategy to meet customers' needs for one-stop shopping in Taiwan in our collaboration with large woodworking machines for the German market, thereby increasing the unit price of sales through the extension of downstream processing services.
- Expand product portfolio of non-ferrous materials and increase overall revenue
In order to meet customers' procurement needs for non-ferrous metal materials, we will expand copper and aluminum product projects and seek out related subcontracting orders to broaden the scope of product supply and increase the overall revenue of the plant.
China Metal International Holdings Inc. (CMI)
In 2025, with the war between Ukraine and Russia at a standstill, the United States launched another trade tariff war, which affected countries around the world and led to a divergent global economic landscape, characterized by the shape of the letter "K". In the midst of the current economic environment and tariff war, the profitability of industries in China has declined significantly. In addition to actively seeking new projects from high-quality Chinese customers, CMI is also committed to developing business in Europe and Japan. New projects have been put into mass production in the second half of 2025. CMH shipped its first batch of export containers in August and monthly order volume has exceeded 1,000 tons since September, showing growth in both the production capacity and market recognition. This laid a solid foundation for the future development of CMH and made a significant contribution to the overall operations of the CMI Group.
The key points for business development in 2025 are described as follows:
- CMW established an automation team to actively explore possibilities with intelligent robots and vigorously promote automated production lines. In 2025, it was awarded the title of "Benchmark Enterprise for Smart Manufacturing in Tianjin Economic-Technological Development Area. CMS passed the rigorous new project reviews by a
globally renowned hydraulic parts manufacturer. It continues to optimize machining processes and improve the level of production automation and flexibility. CMH was rated as a "Quality Control Capability Evaluation and Inspection Grade Enterprise" and an "Environmental Performance Grade B Enterprise" by the Ministry of Industry and Information Technology, demonstrating the its lead in the industry in terms of quality and environmental management.
- CMI and its four factories in mainland China have won many industry awards and received government recognition:
(1) In January 2025, it received the 2024 Excellent Quality Award for supplier castings from Copeland Climate Technologies (Suzhou) Co., Ltd.
(2) In April 2025, it received a "Certificate of Appreciation" from Yanmar Engine (Shandong).
(3) In May 2025, it received the Bosch Rexroth "Long-Term Partner Award".
(4) In May 2025, it received the Bosch Rexroth "Long Service Award".
(5) In December 2025, it was recognized as Grundfos China's long-term cooperative supplier (20 years and above)
(6) Received Yanmar's "X Series Cylinder Block and Cylinder Head Development Contribution Award"
(7) Received Caterpillar's 2025 Excellent Supplier Award
(8) Awarded the title of "Benchmark Enterprise for Smart Manufacturing in Tianjin Economic-Technological Development Area"
(9) Rated as a "Quality Control Capability Evaluation and Inspection Grade Enterprise" by the Ministry of Industry and Information Technology
CMI Group held an "AI Technology Application Seminar" in December 2025. The entries in this competition cover a variety of fields such as machine learning, natural language processing (NLP), and automated processes, fully demonstrating how employees have transformed AI technology into practical benefits that improve productivity and reduce costs. The valuable experiences from large projects or small experiments will become key foundations of the Company's technological competitiveness.
Looking ahead to 2026, we will continue to uphold the principles of innovative development, environmental sustainability, and corporate social responsibility. We will continue to surpass our prior achievements, strive to provide customers with better products and services, create
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greater value for society, and forge ahead to become a leader in the industry. We will also continue to use AI technology to optimize our work and jointly lead industrial transformation.
Atrans Precision Industries Co., Ltd (Atrans)
In 2025, due to the impact of the reciprocal tariffs announced by the Trump administration in April, orders from US customers were drastically reduced. Furthermore, the provisional 20% tariff imposed on Taiwan, which was higher than that imposed on export competitors such as Japan and South Korea, led downstream customers to adopt a more conservative and wait-and-see attitude in their procurement decisions.
Starting in the second half of 2025, due to the smooth destocking of inventory levels by Japanese clients and the gradual recovery of order demand, coupled with the reversal and gradual strengthening of the US dollar exchange rate from September to the end of the year, both annual revenue and gross profit increased compared to the previous year. In terms of non-operating income, due to the contribution of related asset disposal gains recognized by its subsidiaries, the net profit after tax for the whole year also increased significantly compared with the same period last year.
Atrans Precision also actively adjusted its strategies amidst the forced restructuring of the global supply chain due to US tariff policies and the shift in industry focus driven by the rapid growth of AI applications. By the end of 2025, it successfully passed the sample verification of a new semiconductor equipment customer, laying a solid foundation for future business expansion.
Looking ahead to 2026, Atrans Precision will continue to thoroughly strengthen its strategies and support global initiatives for attaining net zero emissions. In addition to providing customers with complete solutions, we will continue to develop more new products with high added value, expand new customers, and employ diverse development to increase operation capacity, continuing to create stable profit contributions for the Group.
CMJ CO., LTD. (CMJ)
The Company achieved 85% of its 2025 revenue target and 65% of its current net profit target, exhibiting stable overall operating performance.
Looking ahead to 2026, the geopolitical events in 2025 are expected to continue and the overall environment remains opaque and unpredictable. The wars, confrontations, and
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division of opinions will continue. However, globalization trends will continue in the economic and financial spheres. Economic growth has slowed in the United States, China, Europe, and Japan, with inflationary pressures expected to continue in the regions other than China. In terms of exchange rates, despite the impact of interest rate hikes, the depreciation of the yen is expected to continue. In terms of customer supply strategies, in response to local production and sales needs and to diversify operational risks, the Company will continue to promote a multi-layered and most appropriate local production model to enhance the resilience and responsiveness of the supply chain.
Based on the above assumptions, although the Company anticipates a possible decrease in sales of its golf cart business in the United States, it has already initiated structural adjustments and optimization measures in advance in response to the current relative concentration of business. In addition, we expect returns on the long-term investment in R&D of new products and new industry development starting from 2026, which will empower new growth for the Company.
As part of our intelligence gathering strategy, we will continue to promote supply chain restructuring as well as its integration across the Company.
It will further strengthen the cultivation and allocation of talent in related fields and enhance the organization's long-term competitiveness.
In terms of collaboration among group companies, we will jointly develop customers in Japan and Southeast Asia. The Thai subsidiary obtained its operating license in 2025 and will enhance local services and contribute to revenue growth in 2026. In terms of the caliper business, we will continue to implement tracking and supporting measures in 2026, and expect to further expand sales in 2027.
To improve overall business efficiency, the Company will promote workflow and prepare for future automated processing.
2026 marks a significant turning point in the Company's long-term development plan. We are taking this opportunity to re-examine our roles and responsibilities, and our action plan will evolve from "Responsibility and Proposals" to "STEP OUT. BUILD WHAT'S NEXT." We hope that all employees will take on our current responsibilities and take the initiative to step forward and work together to build the next stage of growth and a sustainable future.
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CMAI CO., LIMITED (CMAI)
Our operations in 2025 were extremely challenging due to the impact of reciprocal tariffs and uncertainties. We adopted dynamic strategy adjustments and accurately allocated ocean freight inventory and return operations to cope with tariff fluctuations at each stage. We also expanded inventory at the time of tariff reduction by signing inventory usage agreements with key customers, thereby minimizing the impact of tariffs. We earned clients' approval with our flexible approach, ensuring that critical projects were not transferred and maintaining stable revenue.
Looking ahead to 2026, the issue of tariffs between the United States and China will remain the most significant uncertainty for the sales of products from our new projects. Once the reciprocal tariff policy between Taiwan and the United States is finalized, we will expand our communication and partnership with customers, and provide quotes for products such as aluminum parts, stampings, and die castings from Taiwan. We hope that this move will open up new sources of business. In addition, we will continue to advance our partnership projects with precision casting manufacturers with the aim of creating new opportunities and gradually upgrade CMAI from a distributor to a domestic manufacturer in the United States.
Real Estate Development
PUJEN Land Development Co., Ltd. (PUJEN Land Development)
Driven by the continued expansion of demand for AI and semiconductor applications in 2025, Taiwan's external demand remained robust, which boosted investment and resulting in strong economic performance. The Directorate-General of Budget, Accounting and Statistics of the Executive Yuan revised Taiwan's overall economic growth rate upward from 3.29% to 8.68%. However, the housing market across Taiwan continued to be impacted by the seventh round of selective credit controls imposed by the Central Bank in September last year, resulting in a complete standstill in overall sales with only isolated cases of improvements. In addition, US President Trump's implementation of reciprocal tariffs has caused severe shocks and uncertainties in the global economic environment, leading to a precipitous decline in housing market transaction volume.
In an era of major urban renewals in Taipei City, PUJEN Land Development has adopted a strategy of providing comprehensive solutions for asset renewal in prime urban areas. In 2025, it completed the approval of five "Urban Renewal Projects and Ownership Transfer
Plans". It expects to receive approval for several more urban renewal projects in 2026. Each project has gained the trust and support of the vast majority of landowners. In terms of sales, we steadily advanced according to plan and delivered good results, which shows that the PUJEN Land Development brand is still widely recognized by the market and fully demonstrates its brand advantages and competitiveness after 23 years of committed investment in the local market.
PUJEN Land Development's subsidiary, PUJADE Construction Co., Ltd., officially took over the "PUJEN Serenity of Nature" and "CMP Midtown" construction sites in 2024. After a year of system establishment and on-site operation, the overall integration has been on track and we have improved our operating performance in terms of construction costs and construction period. In addition, we will continue to pay attention to social trends and innovations, and adopt new materials, new construction methods and new equipment in a timely manner to respond to market demands.
The market environment in 2025 was extremely oppressive and unfriendly to the real estate industry. PUJEN Land Development has worked diligently to accumulate strength and momentum for the future.
2026 will be a year for forging strength. We hope that PUJEN Land Development can turn hardships into milestones and transform pressure into achievements. In the future, we will continue to reap the rewards of our achievements. In response to the external environment and the earnest needs of our clients, PUJEN Land Development will continue to adhere to a customer-centric service orientation and strive to improve and enhance its culture, organization, and management to create a healthy, sustainable, efficient, forward-looking, and competitive construction team.
Lifestyle Innovation
CMP Lifestyle Innovation Division and Retail Business Subsidiary
2025 was a year filled with turbulence and challenges. The gas explosion at Shin Kong Mitsukoshi Department Store in Taichung has had a multifaceted impact on social and industrial development, including the relocation of business segments and a re-examination of relevant regulations and procedures in the public sector. Against the backdrop of multiple public safety incidents across Taiwan, public demand for improved safety management and systems have significantly increased. In response to high societal expectations, our business units reviewed and optimized existing processes, strengthened control mechanisms, and
18
enhanced the overall operational safety and reliability.
Operating data for 2025 continued to reach new highs, leading to a significant overachievement of business units' annual profit and loss target. This year, we also completed the acquisition of the real estate use rights of the Park Lane by CMP Shopping Mall from Nan Shan Life Insurance, ensuring the long-term operating rights of the core profit-generating part of the business unit. The organization's operations will be continuously optimized in accordance with the restructuring plan at the end of 2024 to improve operational efficiency and talent development.
Looking ahead to 2026, continued uncertainties in the overall market environment, especially the impact of tariffs and other issues on industries in Central Taiwan, are expected to pose certain challenges to operating performance. We have therefore adopted a prudent and conservative forecast for operations.
The Hotel National Company Limited (Hotel National)
In 2025, the hotel launched a "Pet-Friendly Accommodation Project" for guest rooms. It planned a dedicated floor for guest rooms to provide a convenient and safe accommodation experience for pet-loving families. In response to the demand in the banquet market, the catering division launched a 6-8 person table service to flexibly meet the needs of banquets of different sizes, driving overall revenue growth and achieving the operating performance targets. The Company achieved good operating results throughout 2025, meeting profit and loss targets and turning a profit.
In 2026, we will focus on two main business strategies to ensure the growth of both service quality and revenue:
-
We have a clear understanding of the needs of long-term guests and contract customers, and we will expand other group customer sources. We implement continuous evaluations and strategic adjustments to continuously optimize operational performance. In response to the challenges of rising overall costs, we will make appropriate adjustments to room and food and beverage prices and implementing cost control measures to improve operational efficiency, aiming to achieve our 2026 profit and loss targets. Furthermore, by leveraging the Group's various activities and resource integration advantages in the CMP Park Lane area in Taichung, we have enhanced the brand image and market competitiveness, expanded the customer base, and empowered growth in the overall operations.
-
In recent years, the Company has continuously invested in upgrading hardware facilities
19
and improving the quality of software services, striving to create a more comfortable and considerate accommodation environment for travelers, so that every guest feels at home when staying at the Hotel National, and realize our idea of making Calligraphy Greenway a hotel like home.
Taichung CMP Hospitality Management Consulting Co., Ltd. (InterContinental Taichung)
In 2025, thanks to the joint efforts of the entire team at the Taichung InterContinental Hotel, the hotel established a leading position in the highly competitive hotel market in its first full year of operation. In addition to continuing market growth accumulated during the opening period, it also actively expanded and adjust the guest structure to create a second growth curve and deliver outstanding operating results in 2025. In terms of qualitative indicators, we implement continuous and rigorous training and management mechanisms to provide high-quality service experiences for visiting guests in terms of service and catering quality. Our restaurant "Ming Juan Lou" was recommended by the "MICHELIN Guide Taiwan 2025" in its first year of operation, demonstrating the brand's strength and market recognition. In the future, we will uphold the spirit of excellence, continuously optimize service processes and quality management, and provide guests with the best service experience.
Looking ahead to 2026, facing the competition and challenges brought by the entry of new players into the Taichung hotel market in the coming years, the operations team will continue to focus on high-quality service experience as its core competitiveness. We will consolidate the Group's resource integration capabilities and brand power in the CMP Park Lane area in Taichung to create a first-mover advantage and establish a differentiation and brand value for high-end services. In terms of internal operations, we will continue to invest in professional training for employees and optimize employee care systems to create a work environment that combines growth and happiness, strengthens team cohesion, and enable employees to grow and prosper with the hotel.
Chairperson: LIN, Ting-Fung
President: MAI, Sheng-Wei; LIN, Ching-Yi
Accounting Manager: WANG, Pei-Chang
[Attachments 2]
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s Report on Business Operations for 2025, Financial Statements, and Proposal for Earnings Distribution, among which the Financial Statements have been audited by KPMG Taiwan, by whom an audit report has been issued accordingly. The above statements and reports have been examined and reviewed by the Audit Committee, and no irregularities were found. According to the Securities and Exchange Act and the Company Act, we hereby submit this report.
Regards,
China Metal Products Co., Ltd. (“CMP”)
Convener of the Audit Committee LIN, Jung-Chuen
March 12, 2026
21
KPMG
盈侯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.)
[Attachments 3]
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 China Metal Products Co., Ltd.:
Opinion
We have audited the financial statements of China Metal Products 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 balance sheets of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation engagement 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
Based on our professional judgment, key audit matters pertain to the most important matters in the audit of financial statements for the year ended December 31, 2025 of the Company. Those matters have been addressed in our audit opinion on the said financial statements and during the formation of our audit opinion. However, we do not express an opinion on these matters individually. The key audit matters that, in our professional judgment, should be communicated are as follows:
- Revenue recognition of the metal manufacturing segment
For the segment revenue recognition account policy, please refer to Note 4(q); for the details of the revenue recognition during the years, please refer to Note 6(v).
Description of key audit matter:
China Metal Products Co., Ltd.’s revenue from the sale of the steel products is recognized when the control of the goods has been transferred to the customer and there is no continuing management involvement and effective control with the goods. The revenue is recognized when the control of the goods has been transferred which is deemed by transaction terms in each sales contract stipulated by the customer and China Metal Products Co., Ltd.. The operating revenue from the sale of the steel products is easily affected by the law of supply and demand principle and other factors in the market. Therefore, the revenue recognition is considered as one of the key audit matters.
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KPMG
Corresponding audit procedure:
Our main audit procedures for the above key audit matters include: understanding and evaluating the design, operation and implementation of the effectiveness of internal control on revenue recognition of China Metal Products Co., Ltd.; understanding the major types of revenue, contract terms and transaction terms to determine the appropriateness timing of revenue recognition, also sampling the major customers and reviewing the contracts and sales orders to evaluate the revenue recognition; sampling the transaction records of sales around the balance sheet date and obtaining the transaction documents to evaluate the appropriateness timing of revenue recognition; understanding if there is significant allowance for sales return and discount for the days before and after the reporting date.
- Impairment assessment of investments accounted for using equity method
For the accounting policy of investments accounted for using equity method’s impairment assessment please refer to the Note 4(h) Investment in associates and Note 4(i) subsidiaries ; for the details of investments accounted for using equity method’s impairment assessment, please refer to Note 6(e) Investments accounted for using equity method.
Description of key audit matter:
Sunflower Investment Co., Ltd., the subsidiary of the Company, had sought administrative remedies for the administrative penalties arose from enterprise income tax, value-added tax, and undistributed earning tax of the Daguangsan non-performing receivable case, which the total amount of tax and penalties amounted to $564,452 thousand. As of the reporting date, the Company has paid $46,174 thousand and estimated the regarding litigation provision at $236,052 thousand.
The estimation of litigation contingent liabilities is based on the management's assessment of the result of litigation which is likely to be unfavorable to the Company. However, there are significant uncertainties in the litigation. Therefore, the litigation provision estimation is considered as one of the key audit matters.
Corresponding audit procedure:
Our main audit procedures for the above key audit matters include: interviewing the Company's management to understand the method of assessment; obtaining management's major litigation memorandum and its provision assessment documents, and reviewing the latest court verdict documents of the major litigation to assess the reasonableness of their estimates; obtaining auditors' legal confirmation letters from external lawyers to verify the progress of pending litigation; assessing whether the Company’s pending litigation cases and contingent liabilities have been properly disclosed.
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 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 China Metal Products Co., Ltd.’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 China Metal Products Co., Ltd. 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 China Metal Products Co., Ltd.'s financial reporting process.
KPMG
Auditor’s 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 China Metal Products Co., Ltd.’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 China Metal Products Co., Ltd.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the 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 China Metal Products Co., Ltd. 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 entities or business activities within China Metal Products Co., Ltd. to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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KPMG
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 Tsou, Yi-Yun and Han, Yi-Lien.
KPMG
Taipei, Taiwan (Republic of China)
March 12, 2026
Notes to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and 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 financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying 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 independent auditors’ audit report and financial statements, the Chinese version shall prevail.
25
(English Translation of Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Liabilities and equity | Current liabilities: | Amount | % | Amount | % | ||
| Current assets: | |||||||||||
| 1100 | Cash and cash equivalents (Notes 6(a) and (y)) | $ 907,683 | 3 | 363,128 | 1 | 2100 | Short-term borrowings (Notes 6(l), (y) and 8) | $ 3,709,769 | 13 | 3,268,661 | 12 |
| 1170 | Notes and accounts receivable, net (Notes 6(c), (v) and (y)) | 122,593 | 1 | 150,939 | 1 | 2130 | Current contract liabilities (Note 6(v)) | 4,238 | - | 2,580 | - |
| 1180 | Accounts receivable due from related parties, net (Notes 6(y) and 7) | 14,700 | - | 13,102 | - | 2170 | Notes and accounts payable (Notes 6(y) and 7) | 348,638 | 1 | 348,861 | 1 |
| 1200 | Other receivables (Note 6(y)) | 29,622 | - | 30,277 | - | 2200 | Other payables (Note 6(y)) | 225,248 | 1 | 457,014 | 2 |
| 1210 | Other receivables due from related parties (Notes 6(y) and 7) | 17,709 | - | 33,628 | - | 2220 | Other payables due to related parties (Notes 6(y) and 7) | 35,200 | - | 31,768 | - |
| 130X | Inventories (Note 6(d)) | 68,852 | - | 74,237 | - | 2230 | Current income tax liabilities | 30,004 | - | 11,505 | - |
| 1410 | Prepayments | 24,237 | - | 21,392 | - | 2280 | Current lease liabilities (Notes 6(o) and (y)) | 185,597 | 1 | 189,499 | 1 |
| 1470 | Other current assets | 75,162 | - | 81,720 | - | 2300 | Other current liabilities | 5,848 | - | 5,607 | - |
| 1476 | Other current financial assets (Note 8) | 537 | - | 482 | - | 2310 | Advance receipts | 901 | - | 331 | - |
| Total current assets | 1,261,095 | 4 | 768,905 | 2 | 2321 | Bonds payable, current portion (Notes 6(n) and (y)) | - | - | 259,400 | 1 | |
| 2322 | Long-term borrowings, current portion (Note 6(m)) | - | - | 300,000 | 1 | ||||||
| Non-current assets: | Total current liabilities | 4,545,443 | 16 | 4,875,226 | 18 | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Notes 6(b) and (y)) | 118,522 | - | 135,210 | - | Non-current liabilities: | |||||
| 1550 | Investments accounted for using equity method (Notes 6(e), (f) and 8) | 17,838,692 | 64 | 17,850,186 | 65 | 2547 | Non-current contract liabilities (Notes 6(v) and 7) | 257,278 | 1 | - | - |
| 1600 | Property, plant and equipment (Notes 6(g), 8 and 9) | 667,168 | 3 | 731,732 | 3 | 2580 | Long-term borrowings (Notes 6(m), (y) and 8) | 6,780,723 | 25 | 5,884,295 | 21 |
| 1755 | Right-of-use assets (Notes 6(h) and 9) | 537,090 | 2 | 700,678 | 3 | 2640 | Non-current lease liabilities (Notes 6(o) and (y)) | 803,994 | 3 | 1,098,177 | 4 |
| 1760 | Investment property, net (Notes 6(i) and 8) | 6,334,170 | 23 | 6,618,522 | 24 | 2570 | Non-current net defined benefit liabilities (Note 6(r)) | 5,924 | - | 5,923 | - |
| 1780 | Intangible assets | 16,411 | - | 23,474 | - | 2600 | Deferred tax liabilities (Note 6(s)) | 327,340 | 1 | 383,179 | 1 |
| 1840 | Deferred tax assets (Note 6(s)) | 53,462 | - | 64,154 | - | Other non-current liabilities | 43,173 | - | 53,036 | - | |
| 1900 | Other non-current assets (Notes 6(e), (k), 7 and 9) | 188,103 | 1 | 57,957 | - | Total non-current liabilities | 8,218,432 | 30 | 7,424,610 | 26 | |
| 1980 | Other non-current financial assets (Notes 6(j), 7, 8 and 9) | 821,794 | 3 | 684,653 | 3 | Total liabilities | 12,763,875 | 46 | 12,299,836 | 44 | |
| Total non-current assets | 26,575,412 | 96 | 26,866,566 | 98 | 3100 | Equity attributable to owners of parent (Notes 6(f) and (t)): | |||||
| 3200 | Ordinary share | 4,226,043 | 15 | 4,167,782 | 15 | ||||||
| 3300 | Capital surplus | 2,533,890 | 9 | 2,385,924 | 9 | ||||||
| 3400 | Retained earnings | 8,288,561 | 30 | 8,630,577 | 31 | ||||||
| 3500 | Other equity | 187,208 | 1 | 151,352 | 1 | ||||||
| Treasury stock | (163,070) | (1) | - | - | |||||||
| Total equity | 15,072,632 | 54 | 15,335,635 | 56 | |||||||
| Total assets | $ 27,836,507 | 100 | 27,635,471 | 100 | Total liabilities and equity | $ 27,836,507 | 100 | 27,635,471 | 100 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS 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 Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (Notes 6(v) and 7) | $ 989,401 | 100 | 1,054,640 | 100 |
| 5000 | Operating costs (Notes 6(d) and 7) | (581,320) | (59) | (640,050) | (61) |
| Gross profit from operations | 408,081 | 41 | 414,590 | 39 | |
| Operating expenses (Notes 6(w) and 7): | |||||
| 6100 | Selling expenses | (25,772) | (2) | (29,254) | (3) |
| 6200 | Administrative expenses | (828,939) | (84) | (767,157) | (72) |
| 6300 | Research and development expenses | (800) | - | - | - |
| 6450 | Expected credit losses (Note 6(c)) | (10,005) | (1) | (27) | - |
| Total operating expenses | (865,516) | (87) | (796,438) | (75) | |
| Net operating loss | (457,435) | (46) | (381,848) | (36) | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Notes 6(x) and 7) | 16,297 | 2 | 17,165 | 2 |
| 7010 | Other income (Notes 6(x) and 7) | 113,601 | 12 | 339,209 | 32 |
| 7020 | Other gains and losses (Note 6(x)) | 102,381 | 10 | (5,820) | (1) |
| 7050 | Finance costs (Notes 6(x) and 7) | (238,999) | (24) | (192,788) | (18) |
| 7070 | Share of profit of associates and joint ventures accounted for using equity method (Note 6(c)) | 855,809 | 86 | 1,529,555 | 145 |
| Total non-operating income and expenses | 849,089 | 86 | 1,687,321 | 160 | |
| 7900 | Profit from continuing operations before tax | 391,654 | 40 | 1,305,473 | 124 |
| 7950 | Less: Tax income (expenses) (Note 6(s)) | 19,463 | 2 | (110,282) | (11) |
| 8000 | Profit from continuing operations | 411,117 | 42 | 1,195,191 | 113 |
| Net profit | 411,117 | 42 | 1,195,191 | 113 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (Note 6(y)) | 374 | - | (19,315) | (2) |
| 8330 | Share of other comprehensive income of associates and joint ventures accounted for using equity method | 2,432 | - | 3,452 | - |
| Total items that may not be reclassified subsequently to profit or loss | 2,806 | - | (15,863) | (2) | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 35,482 | 3 | 281,052 | 27 |
| Total items that may be reclassified subsequently to profit or loss | 35,482 | 3 | 281,052 | 27 | |
| 8300 | Other comprehensive income (after tax) | 38,288 | 3 | 265,189 | 25 |
| 8500 | Comprehensive income | $ 449,405 | 45 | 1,460,380 | 138 |
| Earnings per share (Note 6(u)) | |||||
| 9750 | Basic earnings per share | $ | 0.98 | 3.05 | |
| 9850 | Diluted earnings per share | $ | 0.98 | 2.93 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Share Capital | Retained Earnings | Other Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Unappropriated | Total | Exchange | Unrealized Gains | ||||||||
| Reserve | Retained | Differences on | Differences on | (Losses) from | |||||||
| Ordinary | Capital | Legal | Special | Earnings | Earnings | Translation of | Financial Assets | Measured at Fair | |||
| Share | Surplus | Reserve | Reserve | Earnings | Earnings | Foreign | Value Through | Value Through | |||
| $ 3,787,865 | 1,600,373 | 2,046,183 | 49,081 | 5,909,382 | 8,004,646 | (160,089) | 49,704 | (110,385) | - | 13,282,499 | |
| - | - | - | - | 1,195,191 | 1,195,191 | - | - | - | - | 1,195,191 | |
| - | - | - | - | 3,452 | 3,452 | 281,052 | (19,315) | 261,737 | - | 265,189 | |
| - | - | - | - | 1,198,643 | 1,198,643 | 281,052 | (19,315) | 261,737 | - | 1,460,380 | |
| - | - | 96,392 | - | (96,392) | - | - | - | - | - | - | |
| - | - | - | 61,304 | (61,304) | - | - | - | - | - | - | |
| - | - | - | - | (571,968) | (571,968) | - | - | - | - | (571,968) | |
| 379,917 | 785,551 | - | - | - | - | - | - | - | - | 1,165,468 | |
| - | - | - | - | (744) | (744) | - | - | - | - | (744) | |
| 4,167,782 | 2,385,924 | 2,142,575 | 110,385 | 6,377,617 | 8,630,577 | 120,963 | 30,389 | 151,352 | - | 15,335,635 | |
| - | - | - | - | 411,117 | 411,117 | - | - | - | - | 411,117 | |
| - | - | - | - | 2,432 | 2,432 | 35,482 | 374 | 35,856 | - | 38,288 | |
| - | - | - | - | 413,549 | 413,549 | 35,482 | 374 | 35,856 | - | 449,405 | |
| - | - | 119,790 | - | (119,790) | - | - | - | - | - | - | |
| - | - | - | - | (729,362) | (729,362) | - | - | - | - | (729,362) | |
| - | - | - | (61,304) | 61,304 | - | - | - | - | - | - | |
| 58,261 | 115,940 | - | - | - | - | - | - | - | - | 174,201 | |
| - | - | - | - | - | - | - | - | - | (163,070) | (163,070) | |
| - | 32,026 | - | - | (26,203) | (26,203) | - | - | - | - | 5,823 | |
| $ 4,226,043 | 2,533,890 | 2,262,365 | 49,081 | 5,977,115 | 8,288,561 | 156,445 | 30,763 | 187,208 | (163,070) | 15,072,632 |
Balance at January 1, 2024
Profit for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income for the year ended December 31, 2024
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends
Conversion of convertible bonds
Changes in equity of associates and joint ventures accounted for using equity method
Balance on December 31, 2024
Profit for the year ended December 31, 2025
Other comprehensive income for the year ended December 31, 2025
Total comprehensive income for the year ended December 31, 2025
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends
Reversal of special reserve
Conversion of convertible bonds
Purchase of treasury stock
Changes in equity of associates and joint ventures accounted for using equity method
Balance on December 31, 2025
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS 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 operating activities: | ||
| Profit before tax | $ 391,654 | 1,305,472 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 421,643 | 326,576 |
| Amortization expense | 9,056 | 7,300 |
| Net losses on financial assets or liabilities at fair value through profit or loss | - | 156 |
| Interest expense | 238,999 | 192,788 |
| Expected credit losses | 10,005 | 27 |
| Interest income | (16,297) | (17,165) |
| Dividend income | (24,099) | (30,855) |
| Share of profit of associates and joint ventures accounted for using equity method | (855,809) | (1,529,555) |
| (Gain) losses on disposal of property, plant and equipment | (67) | 1,059 |
| Property, plant and equipment transferred to expenses | 1,198 | 395 |
| Gain on disposal of investment properties | (62,277) | - |
| Gain on disposal of investments | (34,152) | - |
| Deferred credits recognized as other income | (15,694) | (254,643) |
| Total adjustments to reconcile profit | (327,494) | (1,303,917) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Notes and accounts receivable, net | 18,341 | 49,806 |
| Accounts receivable due from related parties, net | (1,598) | 1,869 |
| Other receivables (including related parties) | (10,421) | (5,521) |
| Inventories | 5,372 | 13,134 |
| Prepayments | (5,297) | (7,902) |
| Other current assets | 7,004 | (4,857) |
| Total changes in operating assets | 13,401 | 46,529 |
| Changes in operating liabilities: | ||
| Notes and accounts payable (including related parties), net | (223) | 28,711 |
| Other payables | (231,476) | (28,947) |
| Other payables due to related parties | 3,432 | 17,470 |
| Contract liabilities | 1,658 | (1,073) |
| Other current liabilities | 241 | 1,389 |
| Advance receipts | 570 | 10 |
| Total changes in operating liabilities | (225,798) | 17,560 |
| Total changes in operating assets and liabilities | (212,397) | 64,089 |
| Total adjustments | (539,891) | (1,239,828) |
| Cash inflow (used in) generated from operations | (148,237) | 65,644 |
| Interest received | 4,746 | 6,056 |
| Dividends received | 1,018,766 | 1,273,322 |
| Interest paid | (236,982) | (214,266) |
| Income taxes paid | (7,185) | (11,710) |
| Net cash flows generated from operating activities | 631,108 | 1,119,046 |
| Cash flows from investing activities: | ||
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 14,062 | - |
| Acquisition of investments accounted for using equity method | (42,000) | (297,000) |
| Proceeds from disposal of investments accounted for using equity method | 2,862 | - |
| Acquisition of property, plant and equipment | (62,816) | (126,678) |
| Proceeds from disposal of property, plant and equipment | 557 | 1,118 |
| Acquisition of intangible assets | (1,734) | (5,747) |
| Acquisition of investment properties | (38,349) | (3,184) |
| Proceeds from disposal of investment properties | 140,492 | - |
| Decrease (increase) in other receivables due from related parties | 26,995 | (29,622) |
| (Increase) decrease in other financial assets | (137,196) | 381 |
| Increase in other non-current assets | (120,617) | (214,660) |
| Increase in non-current contract liabilities | 257,278 | - |
| Net cash flows generated from (used in) investing activities | 39,534 | (675,392) |
| Cash flows from financing activities: | ||
| Increase in short-term borrowings | 2,181,000 | 3,832,000 |
| Decrease in short-term borrowings | (1,790,000) | (2,524,500) |
| Increase in short-term notes and bills payable | 50,108 | 349,594 |
| Proceeds from long-term borrowings | 2,178,882 | 6,678,800 |
| Repayments of long-term borrowings | (1,580,000) | (8,089,757) |
| Increase (decrease) in other non-current liabilities | 515 | (1,175) |
| Cash dividends paid | (729,362) | (571,968) |
| Payment of lease liabilities | (188,960) | (188,030) |
| Payments of treasury stock | (163,070) | - |
| Redemption of convertible bonds | (85,200) | - |
| Net cash flows used in financing activities | (126,087) | (515,036) |
| Net increase (decrease) in cash and cash equivalents | 544,555 | (71,382) |
| Cash and cash equivalents at the beginning of the year | 363,128 | 434,510 |
| Cash and cash equivalents at the end of the year | $ 907,683 | 363,128 |
See accompanying notes to financial statements.
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KPMG
盈侯速素群合作計算子論文
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 China Metal Products Co., Ltd.:
Opinion
We have audited the consolidated financial statements of China Metal Products 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 balance sheets of CMP Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), IFRIC Interpretations (“IFRIC”), and SIC Interpretations (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagement 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 Accountant 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
Based on our professional judgment, key audit matters pertain to the most important matters in the audit of consolidated financial statements for the year ended December 31, 2025 of CMP Group. Those matters have been addressed in our audit opinion on the said consolidated financial statements and during the formation of our audit opinion. However, we do not express an opinion on these matters individually. The key audit matters that, in our professional judgment, should be communicated are as follows:
- Revenue recognition of the metal manufacturing segment
For the revenue recognition account policy of the metal manufacturing segment, please refer to Note 4(q); for the details of the revenue recognition during the years, please refer to Note 6(w).
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KPMG
Description of key audit matter:
CMP Group’s manufacturing segment mainly produces automotive and industrial products. The revenue recognition of CMP Group’s metal manufacturing product selling is the timing of the transfer of control varied by the individual terms of the sales agreement, which is mainly at the time when the goods are loading to the export ship and to the determined shipping point. The recognition of revenue is also varied by the terms of acceptance and return of goods in the sale contracts between CMP Group and the clients who are large vehicle parts suppliers and manufacturers. CMP Group evaluates the terms of the sale contracts individually to determine the timing of revenue recognition. There is risk of misstatement when the timing of revenue recognition is earlier than the transfers of control. Therefore, the revenue recognition is considered as one of the key audit matters.
Corresponding audit procedure:
Our main audit procedures for the above key audit matters include: understanding and evaluating the design, operation and implementation of the effectiveness of internal control on revenue recognition; understanding the major types of revenue, contract terms and transaction terms to determine the appropriateness timing of revenue recognition, also sampling the major customers and reviewing the contracts and sales orders to evaluate the revenue recognition; sampling the transaction records of sales around the balance sheet date and obtaining the transaction documents (i.e. delivery order signed by the recipient, bill of lading, documents from the warehouse custodian) to evaluate the appropriateness timing of revenue recognition; comparing the actual sales return and discount after the financial reporting date with the estimated allowance for sales return and discount on the financial reporting date and the previous financial reporting period to evaluate the reasonableness of the estimation; evaluating whether the recognition period of inventory and cost of goods sold is appropriate; performing inventory observation and checking the inventory quantity with the records.
- Allowance for accounts receivable
For the estimation of allowance for bad debt accounting policy, please refer to Note 4(g); for the significant assumptions and judgments, and major sources of estimation uncertainty of the loss allowance of accounts receivable, please refer to Note 5; for the details of the loss allowance of accounts receivable during the years, please refer to Note 6(c).
Description of key audit matter:
The loss allowance of accounts receivable for CMP Group is based on the management’s judgments of the estimation of the expected credit loss which comprised of the credit reliability of the customers, the current market, forward-looking estimation and customer-specific terms. The estimation involves subjective judgment. The balance of accounts receivable is significant and the current economic and environment risk increase the risk of recovering. Therefore, the estimation of accounts receivable loss allowance is considered as one of the key audit matters.
Corresponding audit procedure:
Our main audit procedures for the above key audit matters include: understanding and evaluating the design, operation and implementation of the effectiveness of internal control on management’s credit control of customers, recovery of the receivables and the estimations of allowance for receivables; evaluating the appropriateness of the accounting policies regarding the allowance for receivables, sampling sales invoices and comparing them with other transaction documents to check the accuracy of receivable aging; understanding and recalculating the rolling rates of overdue accounts receivable and expected loss rates to evaluate whether the management estimation of the loss allowance is considered the customers’ industry status, the receivables overdue status, forward-looking estimation and payment records; sampling the receivables for cash collecting after the balance sheet date.
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KPMG
- Litigation provision assessment
For the accounting policy of litigation provision assessment, please refer to the Note 4(p) Provisions; for the accounting estimate and uncertain hypothesis, please refer to Note 5; for the details of estimated litigation, please refer to Note 6(q).
Description of key audit matter:
Sunflower Investment Co., Ltd. had sought administrative remedies for the administrative penalties arose from enterprise income tax, value-added tax, and undistributed earning tax of the Daguangsan non-performing receivable case, which the total amount of tax and penalties amounted to $564,452 thousand. As of the reporting date, CMP Group has paid $46,174 thousand and estimated the regarding litigation provision at $236,052 thousand.
The estimation of litigation contingent liabilities is based on the management's assessment of the result of litigation, which is likely to be unfavorable to CMP Group. However, there are significant uncertainties in the litigation. Therefore, the litigation provision estimation is considered as one of the key audit matters.
Corresponding audit procedure:
Our main audit procedures for the above key audit matters include: interviewing CMP Group’s management to understand the method of assessment; obtaining management's major litigation memorandum and its provision assessment documents, and reviewing the latest court verdict documents of the major litigation to assess the reasonableness of their estimates; obtaining auditors' legal confirmation letters from external lawyers to verify the progress of pending litigation; assessing whether CMP Group’s pending litigation cases and contingent liabilities have been properly disclosed.
Other Matter
China Metal Products Co., Ltd. has additionally 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 unqualified 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, IFRIC, 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 CMP Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate CMP Group 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 CMP Group’s financial reporting process.
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KPMG
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 CMP 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 CMP 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 auditor’s 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 CMP Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within CMP 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.
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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 Tsou, Yi-Yun and Han, Yi-Lien.
KPMG
Taipei, Taiwan (Republic of China)
March 12, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and 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 independent auditors' audit 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 independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
34
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: | December 31, 2025 | December 31, 2024 | Liabilities and equity Current liabilities: | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 1100 | Cash and cash equivalents (Notes 6(a) and (e)) | $ 5,957,616 | 11 | 6,030,407 | 12 | 2100 | Short-term borrowings (Notes 6(m) and (e)) | $ 12,908,541 | 24 | 13,105,678 | 25 |
| 1141 | Current contract assets (Note 6(w)) | - | - | 1,397 | - | 2130 | Current contract liabilities (Notes 6(w), 7 and 9(a)) | 4,981,693 | 9 | 3,803,824 | 7 |
| 1170 | Notes and accounts receivable, net (Notes 6(c), (w) and (e)) | 3,145,888 | 6 | 3,070,211 | 6 | 2170 | Notes and accounts payable (Note 6(e)) | 3,344,092 | 6 | 3,299,954 | 6 |
| 1180 | Accounts receivable due from related parties, net (Notes 6(w), (e) and 7) | 148 | - | 1,655 | - | 2180 | Notes and accounts payable due to related parties (Note 6(e)) | 5,026 | - | 22,704 | - |
| 1200 | Other receivables (Note 6(e)) | 187,383 | - | 128,706 | - | 2200 | Other payables (Notes 6(e) and 7) | 1,233,579 | 3 | 1,806,682 | 4 |
| 1210 | Other receivables due from related parties (Notes 6(e) and 7) | 3,533 | - | 4,360 | - | 2220 | Other payables due to related parties (Note 6(e)) | 1,610 | - | 2,302 | - |
| 130X | Inventories (Notes 6(d), 8 and 9(a)) | 19,831,625 | 37 | 19,993,664 | 38 | 2230 | Current income tax liabilities | 201,238 | - | 58,259 | - |
| 1410 | Prepayments (Note 9(a)) | 273,838 | 1 | 198,083 | - | 2280 | Current lease liabilities (Notes 6(p) and (e)) | 194,612 | - | 205,829 | - |
| 1476 | Other current financial assets (Notes 6(a), (k), (e), 8 and 9(a)) | 4,311,919 | 8 | 3,101,073 | 6 | 2321 | Bonds payable, current portion (Notes 6(o) and (e)) | - | - | 259,400 | 1 |
| 1479 | Other current assets, others | 505,566 | 1 | 574,044 | 1 | 2322 | Long-term borrowings, current portion (Notes 6(n) and (e)) | 1,746,271 | 4 | 1,126,493 | 2 |
| 1480 | Incremental costs of obtaining contracts | 882,238 | 2 | 531,332 | 1 | 2399 | Other current liabilities | 93,641 | - | 106,586 | - |
| Total current assets | 35,099,754 | 66 | 33,634,932 | 64 | Total current liabilities | 24,710,303 | 46 | 23,797,711 | 45 | ||
| Non-current assets: | Non-current liabilities: | ||||||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Notes 6(b) and (e)) | 197,881 | - | 216,256 | - | 2540 | Long-term borrowings (Notes 6(a) and (e)) | 7,786,609 | 15 | 7,637,096 | 14 |
| 1550 | Investments accounted for using equity method (Notes 6(e) and (f)) | 715,118 | 1 | 721,466 | 1 | 2570 | Deferred tax liabilities (Note 6(i)) | 469,088 | 1 | 524,545 | 1 |
| 1600 | Property, plant and equipment (Notes 6(g), 8 and 9(a)) | 13,677,422 | 26 | 14,178,054 | 27 | 2580 | Non-current lease liabilities (Notes 6(p) and (e)) | 806,195 | 1 | 1,105,246 | 2 |
| 1755 | Right-of-use assets (Notes 6(h) and 9(a)) | 1,210,843 | 2 | 1,490,950 | 3 | 2640 | Non-current net defined benefit liabilities (Note 6(e)) | 30,174 | - | 29,112 | - |
| 1760 | Investment property, net (Notes 6(i) and 8) | 746,675 | 1 | 880,419 | 2 | 2670 | Other non-current liabilities, others (Notes 6(c), (q), (e) and 7) | 352,296 | 1 | 334,796 | 1 |
| 1780 | Intangible assets (Note 6(j)) | 445,686 | 1 | 457,063 | 1 | Total non-current liabilities | 9,444,362 | 18 | 9,630,795 | 18 | |
| 1840 | Deferred tax assets (Note 6(i)) | 101,357 | - | 120,167 | - | Total liabilities | 34,154,665 | 64 | 33,428,506 | 63 | |
| 1975 | Non-current net defined benefit assets (Note 6(s)) | 6,127 | - | 2,896 | - | 3100 | Equity attributable to owners of parent (Note 6(u)): | ||||
| 1980 | Other non-current financial assets (Notes 6(a), (k), (e), 7, 8 and 9(a)) | 959,707 | 2 | 929,901 | 2 | 3200 | Ordinary share | 4,226,043 | 8 | 4,167,782 | 8 |
| 1990 | Other non-current assets, others (Notes 6(e), (l), 8 and 9(a)) | 278,896 | 1 | 212,973 | - | 3300 | Capital surplus (Note 6(o)) | 2,533,890 | 5 | 2,385,924 | 5 |
| Total non-current assets | 18,339,712 | 34 | 19,210,145 | 36 | 3400 | Retained earnings | 8,288,561 | 15 | 8,630,577 | 16 | |
| 3500 | Other equity | 187,208 | - | 151,352 | - | ||||||
| Treasury stock | 1163,070 | - | - | - | |||||||
| Total equity attributable to owners of parent | 15,072,632 | 28 | 15,335,635 | 29 | |||||||
| Non-controlling interests | 4,212,169 | 8 | 4,080,936 | 8 | |||||||
| Total equity | 19,284,801 | 36 | 19,416,573 | 37 | |||||||
| Total liabilities and equity | $ 53,439,466 | 100 | 52,845,077 | 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS 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 Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (Notes 6(w) and 7) | $ 15,411,359 | 100 | 18,019,849 | 100 |
| 5000 | Operating costs (Notes 6(d), (s) and 7) | (11,713,634) | (76) | (13,440,470) | (75) |
| Gross profit from operations | 3,697,725 | 24 | 4,579,379 | 25 | |
| Operating expenses (Notes 6(s) and 7): | |||||
| 6100 | Selling expenses | (551,972) | (4) | (619,337) | (3) |
| 6200 | Administrative expenses (Notes 6(x) and 9(a)) | (2,012,532) | (13) | (1,962,317) | (11) |
| 6300 | Research and development expenses | (13,735) | - | (11,444) | - |
| 6450 | Expected credit gains (losses) (Note 6(c)) | 3,132 | - | (20,239) | - |
| Total operating expenses | (2,575,107) | (17) | (2,613,337) | (14) | |
| Net operating income | 1,122,618 | 7 | 1,966,042 | 11 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Notes 6(y) and 7) | 93,002 | 1 | 116,132 | - |
| 7010 | Other income (Notes 6(y) and 7) | 158,642 | 1 | 170,195 | 1 |
| 7020 | Other gains and losses (Notes 6(o) and (y)) | 5,011 | - | (24,310) | - |
| 7050 | Finance costs (Notes 6(y) and 7) | (400,021) | (3) | (370,779) | (2) |
| 7060 | Share of profit (loss) of associates and joint ventures accounted for using equity method, net (Note 6(e)) | 5,355 | - | (31,645) | - |
| Total non-operating income and expenses | (138,011) | (1) | (140,407) | (1) | |
| Profit from continuing operations before tax | 984,607 | 6 | 1,825,635 | 10 | |
| 7950 | Less: Tax expense (Note 6(t)) | (257,814) | (1) | (304,638) | (2) |
| 8200 | Net profit | 726,793 | 5 | 1,520,997 | 8 |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Gains on remeasurements of defined benefit plans (Notes 6(s) and (u)) | 2,844 | - | 4,043 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (Notes 6(u) and (z)) | 404 | - | (19,433) | - |
| 8349 | Less:Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | - | - |
| Total items that may not be reclassified subsequently to profit or loss | 3,248 | - | (15,390) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation of foreign financial statements (Note 6(u)) | 44,417 | - | 332,881 | 2 |
| 8399 | Less:Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Total items that may be reclassified subsequently to profit or loss | 44,417 | - | 332,881 | 2 | |
| 8300 | Other comprehensive income (after tax) | 47,665 | - | 317,491 | 2 |
| 8500 | Comprehensive income | $ 774,458 | 5 | 1,838,488 | 10 |
| Net profit, attributable to: | |||||
| 8610 | Owners of parent | $ 411,117 | 3 | 1,195,191 | 6 |
| 8620 | Non-controlling interests | 315,676 | 2 | 325,806 | 2 |
| $ 726,793 | 5 | 1,520,997 | 8 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 449,405 | 3 | 1,460,380 | 8 |
| 8720 | Non-controlling interests | 325,053 | 2 | 378,108 | 2 |
| $ 774,458 | 5 | 1,838,488 | 10 | ||
| Earnings per share (expressed in dollars) | |||||
| (Note 6(v)) | |||||
| 9750 | Basic earnings per share | $ | 0.98 | 3.05 | |
| 9850 | Diluted earnings per share | $ | 0.98 | 2.93 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS 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 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Retained Earnings | Other Equity | |||||||||
| Ordinary Share | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Retained Earnings | Exchange Differences on Translation of Foreign Financial Statements | Unrealized Gains (Losses) from Financial Assets Measured at Fair Value Through Other Comprehensive Income | Treasury stock | Total Equity Attributable to Owners of Parent | Non-Controlling Interests | Total Equity | |
| Balance on January 1, 2024 | $ 5,787,865 | 1,600,373 | 2,046,183 | 49,081 | 5,989,582 | (160,089) | 49,704 | - | 13,282,499 | 3,004,693 | 17,187,192 |
| Profit for the year ended December 31, 2024 | - | - | - | - | 1,195,191 | - | - | - | 1,195,191 | 325,806 | 1,520,997 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 3,452 | 281,052 | (19,315) | - | 265,189 | 52,302 | 317,491 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 1,198,643 | 281,052 | (19,315) | - | 1,460,380 | 378,108 | 1,838,488 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | - | - | 96,392 | - | (96,392) | - | - | - | - | - | - |
| Special reserve | - | - | - | 61,304 | (61,304) | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (571,968) | - | - | - | (571,968) | - | (571,968) |
| Changes in equity of associates and joint ventures accounted for using equity method | - | - | - | - | (744) | - | - | - | (744) | (293) | (1,037) |
| Conversion of convertible bonds | 379,917 | 785,551 | - | - | - | - | - | - | 1,165,468 | - | 1,165,468 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | 3,000 | 3,000 |
| Cash dividends paid to non-controlling interests | - | - | - | - | - | - | - | - | - | (204,572) | (204,572) |
| Balance on December 31, 2024 | 4,167,782 | 2,385,924 | 2,142,575 | 110,385 | 6,377,617 | 120,963 | 30,389 | - | 15,335,635 | 4,080,936 | 19,416,571 |
| Profit for the year ended December 31, 2025 | - | - | - | - | 411,117 | - | - | - | 411,117 | 315,676 | 726,793 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | 2,432 | 35,482 | 374 | - | 38,288 | 9,377 | 47,665 |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 413,549 | 35,482 | 374 | - | 449,405 | 325,053 | 774,458 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | - | - | 119,790 | - | (119,790) | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (729,362) | - | - | - | (729,362) | - | (729,362) |
| Reversal of special reserve | - | - | - | (61,304) | 61,304 | - | - | - | - | - | - |
| Conversion of convertible bonds | 58,261 | 115,940 | - | - | - | - | - | - | 174,201 | - | 174,201 |
| Purchase of treasury stock | - | - | - | - | - | - | - | (163,070) | (163,070) | - | (163,070) |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 32,026 | - | - | (26,203) | - | - | - | 5,823 | - | 5,823 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | 32,374 | 32,374 |
| Acquisition of non-controlling interests | - | - | - | - | - | - | - | - | - | (2,890) | (2,890) |
| Cash dividends paid to non-controlling interests | - | - | - | - | - | - | - | - | - | (223,304) | (223,304) |
| Balance on December 31, 2025 | $ 4,226,043 | 2,533,890 | 2,262,365 | 49,081 | 5,977,115 | 156,445 | 30,763 | (163,070) | 15,072,632 | 4,212,169 | 19,284,801 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHINA METAL PRODUCTS 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)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before tax | $ 984,607 | 1,825,635 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 1,292,560 | 1,071,709 |
| Amortization expense | 11,632 | 8,626 |
| Expected credit (gains) losses | (3,132) | 20,239 |
| Net losses on financial assets or liabilities at fair value through profit or loss | - | 156 |
| Interest expense | 400,021 | 370,779 |
| Interest income | (93,002) | (116,132) |
| Dividend income | (36,369) | (30,855) |
| Share of (profit) loss of associates and joint ventures accounted for using equity method | (5,355) | 31,645 |
| Losses on disposal of property, plant and equipment | 62,324 | 2,472 |
| Property, plant and equipment transferred to expenses | 8,078 | 773 |
| Gain on disposal of investment | (46,277) | - |
| Gain on lease modification | - | (12) |
| Impairment loss | - | 60,259 |
| Deferred credits recognized as the deduction of cost | (15,694) | (255,241) |
| Effect of exchange rate changes on short-term and long-term borrowings | 37 | 14,792 |
| Total adjustments to reconcile profit | 1,574,823 | 1,179,210 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Contract assets | 1,397 | (1,397) |
| Notes and accounts receivable, net | (75,230) | 674,446 |
| Accounts receivable due from related parties, net | (27,087) | 4,764 |
| Other receivables | (41,269) | 891 |
| Inventories | 348,918 | 3,330,642 |
| Prepayments | (36,183) | (80,868) |
| Other current assets | 34,278 | (49,234) |
| Other financial assets | (597,768) | (780,662) |
| Incremental costs of obtaining contracts | (336,580) | (108,065) |
| Total changes in operating assets | (729,524) | 2,990,517 |
| Changes in operating liabilities: | ||
| Notes and accounts payable (including related parties), net | 43,285 | (835,013) |
| Other payables | (477,475) | 31,444 |
| Current contract liabilities | 1,169,511 | (1,210,532) |
| Other current liabilities | (10,358) | (88,386) |
| Net defined benefit liabilities | 1,766 | 828 |
| Other non-current liabilities | 18,419 | - |
| Total changes in operating liabilities | 745,148 | (2,101,659) |
| Total changes in operating assets and liabilities | 15,624 | 888,858 |
| Total adjustments | 1,590,447 | 2,068,068 |
| Cash inflow generated from operations | 2,575,054 | 3,893,703 |
| Interest received | 97,149 | 108,220 |
| Dividends received | 155,234 | 31,116 |
| Interest paid | (598,903) | (579,596) |
| Income taxes paid | (149,677) | (422,177) |
| Net cash flows generated from operating activities | 2,078,857 | 3,031,266 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | - | (42,938) |
| Return of capital from financial assets measured at fair value through other comprehensive income (FVOCI) | 18,779 | - |
| Acquisition of investments accounted for using equity method | (73,956) | (66,304) |
| Proceeds from disposal of investments accounted for using equity method | 3,878 | - |
| Proceeds from capital reduction of investments accounted for using equity method | 23,286 | - |
| Acquisition of property, plant and equipment | (491,133) | (1,264,655) |
| Proceeds from disposal of property, plant and equipment | 7,392 | 3,805 |
| Acquisition of intangible assets | (3,661) | (12,277) |
| Acquisition of right-of-use assets | (31,584) | - |
| Acquisition of investment properties | (12,058) | (67,429) |
| Increase in other financial assets | (611,896) | (888,502) |
| Increase in other non-current assets | (176,454) | (237,663) |
| Net cash flows used in investing activities | (1,347,407) | (2,575,963) |
| Cash flows from financing activities: | ||
| Increase in short-term borrowings | 4,650,604 | 6,844,721 |
| Decrease in short-term borrowings | (4,892,939) | (5,314,686) |
| Increase in short-term notes and bills payable | 33,108 | 269,629 |
| Proceeds from long-term borrowings | 2,416,882 | 7,119,800 |
| Repayments of long-term borrowings | (1,646,222) | (9,041,129) |
| Payment of lease liabilities | (207,159) | (208,281) |
| Increase in other non-current liabilities | 771 | 939 |
| Cash dividends paid | (729,362) | (571,968) |
| Payment of treasury stock | (163,070) | - |
| Redemption of convertible bonds | (85,200) | - |
| Cash capital increase by non-controlling interests | 30,000 | 3,000 |
| Cash dividends paid to non-controlling interests | (223,304) | (204,572) |
| Acquisition of non-controlling interests | (3,067) | - |
| Net cash flows used in financing activities | (818,958) | (1,102,547) |
| Effect of exchange rate changes on cash and cash equivalents | 14,717 | 121,003 |
| Net decrease in cash and cash equivalents | (72,791) | (526,241) |
| Cash and cash equivalents at the beginning of the period | 6,030,407 | 6,556,648 |
| Cash and cash equivalents at the end of the period | $ 5,957,616 | 6,030,407 |
See accompanying notes to consolidated financial statements.
[Attachments 4]
China Metal Products Co., Ltd. ("CMP")
Earnings Appropriation Sheet
2025
Unit: NTD
| Balance as at Beginning of the Year | 5,589,769,426 | |
|---|---|---|
| Add (Less): adjustment items for current period | ||
| Net profit after tax for the year | 411,117,401 | |
| Current period changes in remeasurements for defined benefit plan | 2,431,360 | |
| Disposal of financial assets measured at fair value through other comprehensive income | (26,202,752) | |
| Earnings Available for Appropriation | 5,977,115,435 | |
| Less: legal reserve appropriation | (38,734,601) | |
| Add: special reserve appropriation | 0 | |
| Appropriated items: | ||
| Cash dividend (NTD 0.8 per share) | (333,010,617) | |
| Unappropriated earnings at the End of the Year | 5,605,370,217 | |
| Note 1: Pre-appropriation share number: 416,263,271 shares | ||
| Note 2: Cash dividend is rounded to the nearest NTD. Sum of fractional share amounts are recognized as Other Income for the Company. |
Chairperson: LIN, Ting-Fung
President: MAI, Sheng-Wei; LIN, Ching-Yi
Accounting Manager: WANG, Pei-Chang
[Attachments 5]
Status of Directors and Independent Directors concurrently holding positions at other companies
| Name | Company | Position |
|---|---|---|
| LIN, Ting Fung | Atrans Precision Industries Co., Ltd. | Chairperson |
| CMI (Wu Han) Precision Machinery Co., Ltd. | Chairperson | |
| Pujen Land Development Co., Ltd. | Chairperson | |
| PUJADE Construction Co., Ltd. | Chairperson | |
| The Hotel National Co., Ltd. | Chairperson and President | |
| Taichung CMP Hospitality Management Consulting Co., Ltd. | Chairperson | |
| CMP Intelligence Technology Co., Ltd. | Chairperson | |
| CMP Lifestyle Hospitality Co., Ltd. | Chairperson | |
| CMAAN Health Co., Ltd. | Chairperson | |
| Far Hsing (Samoa) Enterprise Co., Ltd. | Chair | |
| China Metal International Holdings Inc. | Chair | |
| CMJ CO., LTD. | Director | |
| United Elite Agents Limited | Director | |
| CMW (Cayman Islands) Co., Ltd. | Director | |
| China Metal International (BVI) Limited | Director | |
| Suzhou CMS Machinery Co., Ltd. | Director | |
| Tianjin CMT Industry Co., Ltd. | Director | |
| Suzhou CMB Machinery Co., Ltd. | Director | |
| CMW (Tianjin) Industry Co., Ltd. | Director | |
| Sunflower Investment Co., Ltd. | Director | |
| Shangrila Tourism Co., Ltd. | Director | |
| HO, Pei Fen | CMP Pujen Foundation for Arts and Culture | Chairperson |
| Taichung CMP Hospitality Management Consulting Co., Ltd. | Director | |
| HO, Cheng Yu | Calligraphy Greenway Plaza Co., Ltd. | Chairperson |
| Great Naturalistic Block Co., Ltd. | Chairperson | |
| CMP Lifestyle Hospitality Co., Ltd. | Vice Chairperson and President | |
| Pujen Land Development Co., Ltd. | Director | |
| Shangrila Tourism Co., Ltd. | Director and President | |
| CMP Pujen Foundation for Arts and Culture | Director and CEO |
[Appendix 1]
China Metal Products Co., Ltd. ("CMP")
Articles of Incorporation
Chapter 1. General Provisions
Article 1: The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be 勤美股份有限公司 in the Chinese language. And its English name is "China Metal Products Co., Ltd."
Article 2: The Company's scope of business is as follows:
(1) CA01010 Iron and Steel Smelt
(2) CA01030 Iron and Steel Casting
(3) CA01050 Steel Secondary processing
(4) CA01090 Aluminum Casting
(5) CA01100 Aluminum Rolling, Drawing and Extruding
(6) CA01120 Copper Casting
(7) CA01130 Copper Rolling, Drawing and Extruding
(8) CB01990 Other Machinery Manufacturing
(9) F106010 Wholesale of Hardware
(10) F108031 Wholesale of Medical Devices
(11) F110020 Wholesale of Glasses
(12) F111090 Wholesale of Building Materials
(13) F119010 Wholesale of Electronic Materials
(14) F199990 Other Wholesale Trade
(15) F206010 Retail Sale of Hardware
(16) F208031 Retail Sale of Medical Apparatus
(17) F208050 Retail Over-the-counter drugs class B
(18) F210020 Retail Sale of Glasses
(19) F211010 Retail Sale of Building Materials
(20) F219010 Retail Sale of Electronic Materials
(21) F299990 Retail Sale of Other Products
(22) F399040 Retail Sale No Storefront
(23) H701010 Housing and Building Development and Rental
(24) H701020 Industrial Factory Development and Rental
(25) HZ02010 Financial Institution Creditor's Right (Money) Purchase Business
(26) ZZ99999 All business activities that are not prohibited or restricted by law, except for those that are subject to special approvals.
Article 3: The Company may provide endorsements and guarantees and act as a guarantor.
Article 4: The Company may invest in other companies as a shareholder with limited liabilities and all investment affairs shall subject to the resolution of the Board of Directors (“BOD”). The total amount of the Company’s investment in other companies may exceed forty percent (40%) of the Company’s paid-in capital.
Article 5: The Company is headquartered in Taipei City and may establish domestic or overseas branches according to BOD resolutions when necessary.
Article 6: Any public announcements of the Company shall be made in compliance with Article 28 of the Company Act.
Chapter 2. Capital and Shares
Article 7: The authorized capital of the Company is NTD 5 billion, consisting of 500 million shares with a par value of NTD 10 per share. The shares may be issued in separate allotments. The Company hereby authorizes the BOD to issue the unissued shares as needed upon the BOD’s resolution.
Article 8: The Company may issue shares without printing share certificate (s) but shall register with the security depository and clearance institution (Taiwan Depository & Clearing Corporation, “TDCC”). The Company shall comply with the provisions of the Company Act and other related law and regulations when deciding to print share certificates for shares issued.
Article 9: Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of the Annual General Meeting, and thirty (30) days immediately before the date of any extraordinary Annual General Meeting, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Article 10: Upon transferring shares, the transferor and the transferee shall jointly sign or seal and submit an application to the Company or its share registrar agent for registration of title transfer. The Company may consider that the rights of the shares still rests with the original shareholder prior to the completion of the aforementioned registration of title transfer. When the share is pledged or unpledged, the pledger and the pledgee shall jointly issue an application, sign and seal it, and send it to our company or our stock affairs agency for registration of pledge or unpledged. The pledgee shall not against the Company before the pledge is made according to the aforesaid procedure.
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Chapter 3. Annual General Meeting
Article 11: There are two types of Annual General Meeting: Annual General Meeting (hereinafter referred to as “AGM”) and extraordinary Annual General Meeting. The Annual General Meeting is convened once per year 84 within six (6) months after the closing of the fiscal year. Extraordinary Annual General Meeting may be convened in compliance with applicable law and regulations when necessary. Annual General Meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 12: The shareholder may appoint a proxy to attend the Annual General Meeting by presenting a proxy form specifying the scope of proxy. The proxy attendance shall be conducted according to Article 177 of the Company Act and other related regulations.
Article 13: Deleted
Article 14: Each shareholder of the Company is entitled to one vote per share. However, the voting right is nullified upon situations stipulated in Article 179 of the Company Act.
Article 15: The Chairperson of BOD shall preside at the Annual General Meeting and may delegate to one of the Directors during his/her absence. The Directors may elect one among themselves to preside at if the Chairperson of the BOD fails to delegate. For meetings convened by a convening authority other than the BOD, the convener (or with two or more conveners, one shall be elected among themselves) shall preside at the meeting.
Article 16: Unless otherwise required by other law or regulations of a higher attendance and voting weight or more stringent resolution terms, a resolution of the Annual General Meeting shall be adopted by the consent of a majority (over 50%) of votes represented by the attending shareholders, in person or by proxy, by shareholders who constituted a majority (over 50%) of the total issued shares.
Chapter 4. Directors and Functional Committees
Article 17: The Company has established nine (9) Director seats with a three-year term; a nomination system is adopted. The Directors are elected at the Annual General Meeting among those with legal capacity and eligible for re-election. The aggregate shareholding percentages of the entire bodies of Directors shall comply with the regulations prescribed by the competent securities authorities. The above Director seats shall be taken by at least three (3) Independent Directors who shall constitute no less than one-fifth (1/5) of the total number of Directors. The Independent Directors shall be selected and appointed from the list of candidates at the Annual General Meeting. The professional qualifications, shareholding, part-time restrictions, nomination and selection methods of Independent Directors and other matters shall comply with the relevant provisions prescribed by the competent securities authorities.
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Article 17-1: The Company hereby authorizes the BOD to determine the remuneration for the Chairperson and the Directors after taking the extent and value of the services contributed to the management of the Company as well as the standards of the industry into consideration.
Article 17-2: The Company shall establish an Audit Committee in compliance with Article 14-4 of the Securities and Exchange Act that consists of all Independent Directors. The roles and responsibilities of the Audit Committee and its members and related matters shall comply with the decrees of the competent authorities and the provisions of the Company’s rules and regulations.
Article 18: The Directors of the Company constitutes the BOD. The Chairperson and the Vice Chairperson of the BOD are elected by a majority of the attending Directors with a quorum of two-thirds (2/3) of all Directors. The Chairperson shall have the authority to represent the Company. The BOD may establish various functional committees whereas the BOD shall define the members’ qualifications, roles and responsibilities, and related matters in compliance with the associated law and regulations.
Article 19: The BOD and the Audit Committee shall hold a meeting every quarter. The meeting convening notice and agenda shall be delivered to each Director no later than seven (7) days prior to the scheduled meeting date. However, in cases of emergency, the meeting may be convened at any time. The BOD convening notice may be delivered to each Director in writing, by E-mail or by facsimile.
Article 20: When the Chairperson has taken leave or could not exercise his/her authorities, the delegation of his/her roles and responsibilities shall comply with Article 208 of the Company Act. A Director may, during his/her absence, delegate another Director by a written authorization to attend the BOD meeting on his/her behalf and to vote for all matters presented at such meeting. However, one (1) Director may not act as a proxy for more than one (1) Director at the same meeting. In addition, any Directors attending the BOD meeting via video conference is deemed to participate the meeting in person.
Article 21: A resolution of the BOD meeting shall be adopted by the consent of a majority (over 50%) of votes represented by the attending Directors, in person or by proxy, by Directors who constituted a majority (over 50%) of the BOD. Unless otherwise required by other law or regulations of a higher attendance and voting weight or more stringent resolution terms.
Article 22: The roles and responsibilities of the BOD:
(1) Establishment and dissolution of the branch offices;
(2) Compilation of the organizational regulations and major operating regulations for the Company;
(3) Appointment and dismissal of the certified public accountant;
44
(4) Proposal of the acquisition and disposal of the Company’s valuable assets;
(5) Endorse, guarantee and accept in the name of the Company
(6) Appointment and dismissal of the managerial personnel;
(7) Compilation and resolution of any external investments;
(8) Proposal and discussion on the amendments to the Articles of Incorporation;
(9) Review and approve the business report and financial statements, including reviewing the annual business plans;
(10) Proposal to increase or decrease the Company’s capital;
(11) Proposal of the earnings distribution or loss offsetting;
(12) Proposal of major contracts with external parties;
(13) Convene the Annual General Meeting;
(14) Proposal to capitalize the Company’s dividend, bonus or reserves; and
(15) Any other roles and responsibilities as prescribed by Article 202 of the Company Act.
Article 23: Deleted
Article 24: The Company may purchase liability insurance for Directors during their term of office for the legal liability which they shall bear in respect of the scope of their Directorship.
Chapter 5. Managers
Article 25: The Company may appoint several Managers, whose appointment, dismissal and remuneration shall comply with Article 29 of the Company Act.
Chapter 6. Accounting
Article 26: At the end of each fiscal year, the following reports shall be compiled by the BOD and submit to the Annual General Meeting for acknowledgement:
(1) Business Reports;
(2) Financial Statements; and
(3) Proposed earnings distribution or loss off-setting.
Article 27: The annual earnings of the Company shall be first appropriated to pay taxes and offset accumulated losses. The surplus earnings with the net profit after tax for the period and other profits are allocate ten percent (10%) to the legal reserve (not applicable where accumulated legal reserve has reached the amount required by law and regulations) and a special reserve in accordance with the Company’s operating needs and pursuant to the applicable law and regulations. Any retained earnings available for distribution together with the accumulated undistributed retained earnings may be proposed by the BOD to appropriate and be resolve at the Annual
45
General Meeting. Proposed earnings distribution either in the form of dividend or bonus, or in the form of cash as with normal practice, the BOD is authorized to determine by a majority (over 50%) of the 87 attending Directors with a quorum of two-thirds (2/3) of all Directors, and report to the Annual General Meeting. The Company is currently at a developing stage with steady profit and stable future cash flow with major investment plans in the future, hence the dividend distribution policy is subject to the Company's future capital needs and long-term financial strategies. Thus, dividends are distributed based on a "residual dividend policy", where both cash dividends and stock dividends are distributed, in which the stock dividend shall be less than seventy percent (70%) of the total dividends.
Article 27-1: For earnings generated during the fiscal year, the Company shall allocate a minimum of 2.5% as employee compensation (no less than 30% of such employee compensation shall be distributed to entry-level employees), and a maximum of 2.5% shall be allocated as the Director's remuneration.
However, current earning shall offset the accumulated losses, if any, before appropriate to the Directors and employees based on the percentages stipulated in the Articles of Incorporation.
Proposal of employee compensation and Directors remuneration appropriation shall be submitted to the BOD for resolution, and report to the Annual General Meeting. Candidates for employee compensation, restricted shares awards, employee shares option certificates, subscription of new shares, and transfer of shares are employees of the CMP Group subject to the criteria set by the BOD.
Chapter 7. Supplementary provisions
Article 28: Any matters not stipulated in the Articles of Incorporation shall be processed in accordance with the Company Act.
Article 29: The Articles of Incorporation was enacted on September 1, 1972.
The 1st amendment was approved on June 21, 1973.
The 2nd amendment was approved on May 20, 1974.
The 3rd amendment was approved on February 16, 1976.
The 4th amendment was approved on November 15, 1978.
The 5th amendment was approved on May 17, 1979.
The 6th amendment was approved on March 25, 1981.
The 7th amendment was approved on November 14, 1983.
The 8th amendment was approved on July 28, 1985.
The 9th amendment was approved on April 18, 1988.
46
The 10th amendment was approved on September 1, 1988.
The 11th amendment was approved on October 20, 1988.
The 12th amendment was approved on January 13, 1989.
The 13th amendment was approved on May 25, 1990.
The 14th amendment was approved on July 5, 1990.
The 15th amendment was approved on July 12, 1990.
The 16th amendment was approved on June 2, 1991.
The 17th amendment was approved on May 24, 1992.
The 18th amendment was approved on December 22, 1992.
The 19th amendment was approved on May 30, 1993.
The 20th amendment was approved on June 11, 1994.
The 21st amendment was approved on June 29, 1995.
The 22nd amendment was approved on June 8, 1996.
The 23rd amendment was approved on June 7, 1997.
The 24th amendment was approved on June 11, 1999.
The 25th amendment was approved on May 9, 2000.
The 26th amendment was approved on May 17, 2001.
The 27th amendment was approved on June 21, 2002.
The 28th amendment was approved on June 20, 2003.
The 29th amendment was approved on June 10, 2005.
The 30th amendment was approved on June 9, 2006.
The 31st amendment was approved on June 13, 2007.
The 32nd amendment was approved on June 13, 2007.
The 33rd amendment was approved on June 20, 2009.
The 34th amendment was approved on June 17, 2010.
The 35th amendment was approved on June 10, 2010.
The 36th amendment was approved on June 13, 2012.
The 37th amendment was approved on October 30, 2015.
The 38th amendment was approved on June 20, 2016.
The 39th amendment was approved on June 19, 2017.
The 40th amendment was approved on June 24, 2019.
The 41st amendment was approved on June 22, 2020.
The 42nd amendment was approved on June 24, 2022.
The 43rd amendment was approved on June 17, 2025.
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[Appendix 2]
China Metal Products Co., Ltd. ("CMP")
Rules of Procedure for Annual General Meeting
Article 1: Unless otherwise stipulated in law and regulations or in the Company's Articles of Incorporation, Annual General Meeting shall be conducted in accordance with these rules.
Article 2: The Chairperson of the Board of Directors (BOD) shall preside at all Meetings of Shareholders convened by the BOD. The Vice Chairperson shall preside at the meetings when the Chairperson has taken leave or when the Chairperson is unable to exercise his/her authorities. Upon situations where no Vice Chairperson was elected, or when the Vice Chairperson has also taken leave or is unable to exercise his/her authorities, the Chairperson may delegate to one of the Directors. The Directors may elect one among themselves to preside if the Chairperson of the BOD fails to delegate.
The Chairperson in the preceding paragraph is represented by a director, a director who has served for at least six months and has knowledge of the Company's financial statements and operations shall serve as the Chairperson. The same requirements shall apply if the Chairperson for the meeting is a director representative of a juristic person. For any Annual General Meeting convened by the BOD, attendance by a majority (over 50%) of Directors is preferred.
For meetings convened by a convening authority other than the BOD, the convener shall preside at the meeting (or upon two or more conveners, one shall be elected among themselves).
Article 3: The Company's notice of meeting shall clearly state the registration time, venue and other matters that requires attention of the shareholders, proxy solicitors and proxy agents (hereinafter referred to as shareholders). When the Company convenes a virtual Annual General Meeting, the method of shareholders' participation and exercise of rights, the manner of handling any impediment to participation on the video conference platform or by video due to force majeure, the date of any adjournment or renewal of the meeting and other matters to be noted shall be recorded; if a virtual Annual General Meeting is convened, the appropriate alternative measures for shareholders who have difficulty participating by video shall also be recorded.
The registration time of the preceding paragraph shall allow at least thirty (30) minutes before commencing the meeting. The venue of registration shall be clearly marked and aided by adequate number of competent personnel. For virtual Annual General Meeting, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the Annual General Meeting in person.
The Company shall furnish an attendance log for shareholders to sign-in, or an attendance card may be used in lieu of sign-ins.
The total attendance of the Annual General Meeting shall be calculated based on the number of shares. The calculation of the number of shares present shall be based on the attendance register or sign-in cards and the shares checked in on the virtual meeting platform submitted by the shareholders and those shares whose votes are exercised by mail or electronically via the internet.
When the Company convenes a virtual Annual General Meeting, a shareholder wishes to attend the Annual General Meeting online, shall register with the Company two days before the meeting date.
When the Company convenes a hybrid Annual General Meeting, if shareholders who have registered to attend the meeting online in accordance with the preceding paragraph decide to attend the physical Annual General Meeting in person, they shall revoke their registration two days before the Annual General Meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the Annual General Meeting online.
Article 4: The Company may appoint designated attorneys, Certified Public Accountant (CPA) or other relevant persons to attend Annual General Meeting.
Personnel in charge of the affairs for the Annual General Meeting shall wear an identification badge or armbands during the meeting.
When the Company convenes a virtual Annual General Meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 5: The Chairperson shall call the meeting to order at the scheduled time, and announce information such as the number of shares with no voting right and shares present. Meeting may only be postponed, up to a maximum of two (2) times for an aggregate period of less than an hour, upon the number of shares represented by the shareholders present at the meeting has not constituted the quorum (equivalent to the majority of the total number of issued shares). Meeting shall be adjourned by the Chairperson after two (2) postponements and the number of shares represented by the shareholders present at the meeting has not constituted the quorum (equivalent to one third (1/3) of the total number of issued shares). In the event of a virtual Annual General Meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
Where the quorum has not met after two (2) postponements as referred to in the preceding paragraph whilst the attending shareholders represented one third (1/3) or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 Paragraph 1 of the Company Act. All shareholders shall be notified of the tentative resolution and a subsequent meeting within one (1) month shall be convened. In the event of a virtual Annual General Meeting, shareholders wishing to attend the meeting online shall re-register with the Company in accordance with Article 3.
If attending shareholders represented a majority of the total number of issued shares prior
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to concluding the subsequent meeting as prescribed in the preceding paragraph, the Chairperson shall resubmit the tentative resolution for a vote pursuant to Article 174 of the Company Act.
Article 6: The relevant motions (including extemporary motions and amendments to the original motions) shall be determined by voting on a case-by-case basis. The meeting shall proceed in the order of scheduled agenda items and may not be altered without a resolution adopted at the Annual General Meeting.
The preceding paragraph shall apply to the Annual General Meeting convened by a convening authority other than the BOD.
Unless otherwise resolved at the Annual General Meeting, the Chairperson may not adjourn the meeting prior to concluding all scheduled agenda items set forth in the preceding paragraphs (including extemporary motions).
Article 7: The shareholders may not elect for a new chairperson and continue the meeting, at the same venue or other, once the meeting has concluded. However, upon where the Chairperson adjourning the meeting was in violation of the Rules, a majority (over 50%) votes from the attending shareholders may elect a new chairperson to continue the meeting as is.
Article 8: The Chairperson may announce a recess during the meeting based on time 91 considerations. Upon force majeure events, the Chairperson may suspend the meeting temporarily and announce the meeting resuming time based on the circumstances.
Article 9: Any attending shareholders who wished to speak shall complete a speaker’s slip detailing the a) summary of speech, b) shareholder account number (or attendance card number) and c) account name. The Chairperson shall decide on the sequence of shareholders’ speeches. The attending shareholder who submitted a speaker’s slip without delivering an actual speech shall be deemed to have not spoken. Where the contents of a shareholder’s speech differed from the speaker’s slip, the contents of the actual speech shall prevail. Unless otherwise permitted by the Chairperson and speaking shareholder, no shareholder shall interrupt the speaking shareholder and the Chairperson shall refrain such violations. Where a virtual Annual General Meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the Chairperson declaring the meeting open until the Chairperson 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 2 of this Article, Article 10, and Article 11 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 on the virtual meeting platform.
Article 10: Unless otherwise permitted by the Chairperson, a shareholder may not speak more than
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twice on the same motion and each speech shall not exceed five (5) minutes. The Chairperson shall refrain any shareholder who violates this Article or when the contents of the shareholder’s speech surpassed the scope of the motion.
Article 11: Any legal entity designated as proxy by shareholder(s), may only appoint one representative to attend the Annual General Meeting. When the juristic person shareholder appointed two (2) or more representatives to attend the Annual General Meeting, only one (1) representative may speak for one (1) particular motion.
Article 12: Shareholder(s) shall not vote on motions with conflict of interest against the Company nor act as a proxy for other shareholder(s) and vote on that particular motion.
Article 13: The Chairperson may respond or designate others to respond to the speech delivered by the attending shareholder. The Chairperson may, at his/her discretion, close the discussion and call for a vote when he/she is of the opinion that the motion was sufficiently discussed; and the Chairperson shall arrange sufficient time for voting.
Article 14: The Chairperson shall designate examiners and counters of the votes, where the vote examiners shall also be shareholders of the Company. The counting of the votes or ballots shall be conducted publicly at the meeting venue. The result of votes or ballots shall be announced at the meeting and documented in detail (including the statistical tallies of the numbers of votes).
When the Company convenes a virtual Annual General Meeting, after the Chairperson declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the Chairperson announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual Annual General Meeting, votes shall be counted at once after the Chairperson announces the voting session ends, and results of votes and elections shall be announced immediately.
The election of directors at the Annual General Meeting, if any, shall be handled according to the relevant regulations on election formulated by the Company, and the voting results shall be announced on the spot, including the list of elected directors and 92 the numbers of votes they obtained, as well as the list of unelected directors and the number of votes they received.
In the event of a virtual Annual General 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 5 minutes after the Chairperson has announced the meeting adjourned.
Article 15: The Chairperson may administer proctors or security guards to maintain order at the meeting venue. Proctors and security guards shall wear an identification badge or armband marked with "Proctor."
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Article 16: Unless otherwise prescribed by the Company Act, resolutions shall be adopted with a majority of affirmative votes represented by the attending shareholders. At the time of a vote, for each motion, the Chairperson or the personnel designated by the Chairperson shall first announce the total number of voting rights represented by the attending shareholders, and the shareholders shall vote for the motions on a case-by-case basis. After the conclusion of the Annual General Meeting, on the same day it is held, the results for each motion, based on the numbers of votes for and against and the number of abstentions, shall be uploaded to Market Observation Post System. Where amendments or alternatives are proposed for the original motion, the Chairperson shall decide the sequence of voting for such motion. Once any version of the aforementioned motion is adopted, other versions shall be deemed vetoed and no further voting shall proceed. Shareholders who are exercising their voting rights in the written or electronic format shall be deemed to abstain from the extemporary motions and amendments to the original motions at that Annual General Meeting. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the Annual General Meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 17: The Company shall take continuously audio and video record for the entire processes of the shareholders registration, meeting, voting and counting thereof.
The aforementioned audio-visual recorded materials shall be retained for at least one (1) year. However, upon any litigation filed by a shareholder in compliance with Article 189 of the Company Act, the recorded material shall be preserved until the end of the litigation. Where an Annual General Meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual Annual General Meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 18: Matters relating to the resolutions of the Annual General Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chairperson and distributed to the shareholders after the meeting. The Company may distribute the meeting minutes through publicly announcement by uploading to the Market Observation Post System. The meeting minutes shall accurately record the year, month, day, and venue of the meeting, the Chairperson's full name, the methods by which resolutions were
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adopted, and a summary of the deliberations and their results (including the statistical weights), and shall disclose the number of votes received by each candidate for any Director election. The meeting minutes shall be retained for the duration of the existence of the Company.
Where a virtual Annual General 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 Annual General Meeting, how the meeting is convened, the Chairperson's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes, the appropriate alternative measures for shareholders who have difficulty participating in virtual meeting shall also be recorded.
Article 19: In the event of a virtual Annual General Meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual Annual General Meeting, when declaring the meeting open, the Chairperson shall also declare that, unless under a circumstance where a meeting is not required to be postponed or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the Chairperson has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected Annual General Meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected Annual General Meeting and have successfully signed in the meeting, but do not attend the postponed or resumed session at the affected Annual General 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 the Annual General Meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid Annual General Meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares
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represented at the meeting, after deducting those represented by shareholders attending the virtual Annual General Meeting online, still meets the minimum legal requirement for a shareholder meeting, then the Annual General Meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that Annual General Meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original Annual General Meeting in compliance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the Annual General Meeting that is postponed or resumed under the second paragraph.
When convening a virtual-only Annual General Meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties to attend a virtual Annual General Meeting online.
Article 20: Any matters not stipulated in the Rules shall comply with the Company Act, the Company's Articles of Incorporation and other law and regulations. The Rules shall be implemented after the approval by the Annual General Meeting and the same shall follow for any subsequent amendments.
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[Appendix 3]
China Metal Products Co., Ltd.
Procedures for Election of Directors
Article 1: The Company’s election of directors shall be conducted in accordance with these Procedures.
Article 2: The Company’s directors are elected using cumulative voting. The attendance card number printed on the ballot may be used in place of the name of a voter when registering to vote. Each share shall be entitled to the number of votes equivalent to the number of directors to be elected, and the votes may be cumulated or distributed among one or more candidates.
Article 3: The number of directors will be as specified in the Company’s Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chairperson drawing lots on behalf of any person not in attendance. Independent and non-independent directors shall be elected at the same time with votes calculated separately.
A candidate simultaneously elected as an independent and non-independent director in accordance with the preceding paragraph shall, at the candidate’s own discretion, decide to serve as either an independent or non-independent director. The position left vacant by such decision shall be filled by the candidate with the next highest number of votes.
Article 4: When the election begins, the Chairperson shall appoint two persons with shareholder status as vote monitoring personnel and other persons as ballot counting personnel to perform their respective duties.
Article 5: Ballots shall be prepared and issued by the Board of Directors according to the shareholder attendance card number, with the number of voting rights specified on the ballots.
Article 6: The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
Article 7: A voter must fill in the candidate account name and shareholder account number in the “Candidate” column of the ballot. When the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of all representatives shall be filled in.
Article 8: A ballot is invalid under any of the following circumstances:
(I) The ballot was not prepared in accordance with these Procedures.
(II) A blank ballot is placed in the ballot box.
(III) The writing is unclear and indecipherable.
(IV) The candidate’s name does not conform with the name given in the shareholder register.
(V) Other words or marks are entered in addition to the candidate’s name or shareholder account number.
(VI) The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number is provided in the ballot to identify such individual.
Article 9: The ballots shall be calculated on site immediately at the end of the poll, and the results of the calculation shall be announced by the Chairperson on the spot.
Article 10: The Board of Directors of the Company shall issue notifications to the persons elected as directors.
Article 11: Any matters not stipulated in these Procedures shall conform to the Company Act, the Company’s Articles of Incorporation, and other relevant laws and regulations.
Article 12: These Procedures, and any amendments hereto, shall be implemented after approval by an Annual General Meeting. These Procedures were adopted on June 19, 2017.
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[Appendix 4]
China Metal Products Co., Ltd. ("CMP")
Shareholding by All Directors
The minimum number of shares to be held and the number of shares currently held by Directors
I. The Company's paid-in capital as of April 25, 2026 was NTD 4,226,042,710, and the number of shares issued was 422,604,271, of which 6,341,000 shares of the treasury stock repurchased by the Company have not yet been transferred to employees.
II. In compliance with Article 26 of the Securities Exchange Law and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, if the paid-in capital of a company is more than NTD 4 billion but NTD 10 billion or less, the total registered shares owned by all directors shall not be less than four percent of the total issued shares. The total number of issued shares, after deducting treasury shares, is 416,263,271 shares. Therefore, the minimum authorized number of shares that must be held by all directors is 16,650,531 shares.
III. The Company has elected 3 Independent Directors, and the share ownership figure calculated at the rates set in the preceding paragraph for all Directors other than Independent Directors shall be decreased to 80%. Therefore, the minimum number of shares to be held by all Directors shall be 13,320,425.
IV. The Company has established an Audit Committee, so rules stipulating the number of shares legally owned by the supervisors do not apply.
V. As of the date of book closure for the Annual General Meeting (April 25, 2026), the shareholding by all Directors and each of them is recorded in the shareholder register as follows:
April 25, 2026
| Title | Name | Term | Shares | % |
|---|---|---|---|---|
| Chairperson | Lucent Source., Ltd. | |||
| Representative: LIN, Ting Fung | 2023/06/15~2026/06/14 | 1,421,000 | 0.34 | |
| Director | Chain-Yuan Investment Co., Ltd. | |||
| Representative: CHENG, Wu Cheh | 2023/06/15~2026/06/14 | 75,521,965 | 17.87 | |
| Director | TSAO, Ming Hong | 2023/06/15~2026/06/14 | 3,092,879 | 0.73 |
| Director | WU, Shu Chuan | 2023/06/15~2026/06/14 | 5,702,198 | 1.35 |
| Director | HO, Pei Fen | 2023/06/15~2026/06/14 | 6,750,833 | 1.60 |
| Director | HO, Cheng Yu | 2023/06/15~2026/06/14 | 4,056,384 | 0.96 |
| Independent Director | LIN, Jung Chuen | 2023/06/15~2026/06/14 | 0 | 0.00 |
| Independent Director | LIN, Chien Yuan | 2023/06/15~2026/06/14 | 0 | 0.00 |
| Independent Director | WU, Yu Hsueh | 2023/06/15~2026/06/14 | 0 | 0.00 |
| Shareholding by All Directors (excluding Independent Directors) | 96,545,259 | 22.85 |
CMP
GROUP
勤美股份有限公司
