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COMPUCASE AGM Information 2026
52265_rns_2026-05-22_4a52f967-cff1-41e5-83a4-94464ff818c4.pdf
AGM Information
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Stock Code: 3032
偉訓科技股份有限公司
COMPUCASE ENTERPRISE CO., LTD.
2026 Annual Shareholders' Meeting Handbook
Meeting Time: 10:30 a.m., June 24, 2026
Meeting Location: General Conference Hall, HEC (No. 225, Ln. 54, Sec. 2, Anhe Rd., Annan Dist., Tainan City)
For this Handbook, please visit: http://mops.twse.com.tw
http://www.hec-group.com.tw
Table of Contents
| Item | Page |
|---|---|
| One. Meeting Agenda | 1 |
| Two. Reports | 2 |
| I. 2025 business report | 2 |
| II. Report on review of the 2025 statements of final accounts by the Audit Committee | 9 |
| III. 2025 directors’ remuneration payment reports | 10 |
| IV. Report on implementation concerning endorsements/guarantees and funds loaned to others | 13 |
| V. Report on issuance of the Company’s first and second domestic unsecured convertible corporate bonds | 156 |
| Three. Ratifications | 18 |
| I. 2025 statements of final accounts | 18 |
| II. 2025 deficit compensation | 18 |
| Four. Discussions | 20 |
| I. Amendment to certain provisions of the “Regulations Governing Loaning of Funds to Others” | 20 |
| II. Amendment to certain provisions of the “Regulations Governing Procedures of Endorsements/Guarantees” | 20 |
| Five. Extempore Motions | 20 |
| Six. Adjournment | 20 |
| Seven. Appendices | 21 |
| I. CPA’s Audit Report and Financial Statements (including Consolidated Version) | 21 |
| II. Table of Comparison on Amended Provisions of the “Regulations Governing Loaning of Funds to Others” | 45 |
| III. Table of Comparison on Amended Provisions of the “Regulations Governing Procedures of Endorsements/Guarantees” | 49 |
| IV. Articles of Incorporation | 50 |
| V. Rules of Procedure for Shareholders’ Meeting | 55 |
| VI. Shareholdings by and Minimum Shareholding Requirements for Directors | 58 |
| VII. Report on Proposals from Shareholders | 59 |
One. Meeting Agenda
Time: 10:30 a.m., June 24, 2026
Location: General Conference Hall, HEC (No. 225, Ln. 54, Sec. 2, Anhe Rd., Annan Dist., Tainan City)
Manner of Meeting: Physical Shareholders’ Meeting
I. Call to order
II. Chairperson’s remarks
III. Reports
1. 2025 business report.
2. Report on review of the 2025 statements of final accounts by the Audit Committee.
3. 2025 directors’ remuneration payment reports.
4. Report on implementation concerning endorsements/guarantees and funds loaned to others.
5. Report on issuance of the Company’s first and second domestic unsecured convertible corporate bonds.
IV. Ratifications
1. The 2025 business report and financial statements.
2. 2025 deficit compensation.
V. Discussions
1. Amendment to certain provisions of the “Regulations Governing Loaning of Funds to Others”.
2. Amendment to certain provisions of the “Regulations Governing Procedures of Endorsements/Guarantees”.
VI. Extempore Motions
VII. Adjournment
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Two. Reports
I. 2025 business report
Compucase Enterprise Co., Ltd.
2025 business report
(I) Results of implementation of the business plan
In 2025, we recorded a net operating revenue of NTD6,921,523 thousand, an increase of 21% from NTD5,699,364 thousand in 2024, and a consolidated net operating revenue of NTD11,188,738 thousand, an increase of 51% from NTD7,402,013 thousand in 2024. We also recorded a consolidated gross operating profit of NTD2,444,656 thousand, an increase of 51% from NTD1,621,480 thousand in 2024, and a consolidated after-tax net profit of NTD(1,129,672) thousand, a decrease of 277% from NTD639,175 thousand in 2024. Our earnings per share as NTD(7.93).
(II) Budget implementation
We are not required to disclose any information regarding such implementation since we did not publish any financial forecast in 2025.
(III) Analysis of financial revenues and expenses and profitability
- Financial revenues and expenses
Unit: NTD thousand
| Item/Year | 2025 | 2025 (consolidated) |
|---|---|---|
| Net operating revenue | 6,921,523 | 11,188,738 |
| Operating cost | 6,093,420 | 8,744,082 |
| Gross operating profit | 828,103 | 2,444,656 |
| Operating expense | 490,072 | 1,428,935 |
| Net profit (loss) on non-operating revenues and expenses | (1,024,140) | (1,769,351) |
| Pre-tax net profit | (682,875) | (753,630) |
| After-tax net profit | (894,320) | (1,129,672) |
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- Profitability analysis
| Item/Year | 2025 | 2025 (consolidated) |
|---|---|---|
| Return on assets (%) | (10.1%) | (7.4%) |
| Return on equity (%) | (31.2%) | (28.5%) |
| Net profit margin (%) | (12.9%) | (10.1%) |
| Earnings per share (NTD) | (7.93) | (7.93) |
Note:
1. Prepared according to the 2025 parent-only and consolidated financial statements of subsidiaries.
2. The data of earnings per share is based on the retroactively adjusted number of outstanding shares as of the end of 2025.
(IV) Performance in research and development
Being committed to satisfying customers' demands and expectations for better quality, we invested NTD225,260 thousand in R&D in 2025, an increase of 36% from NTD165,733 thousand in 2024. The following is our future direction in R&D:
Computer chassis:
(1) We will proactively develop original designs. In 2025, we applied for nine patents and completed three prototype units, and had three cases approved by customers for further development after presenting the relevant proposals thereto.
(2) We will ensure our ability to provide effective solutions to meet various customer development needs, such as mass-produced large-area L-shaped curved glass, breathing light panels, touch gas collection power buttons, and convex hull side doors.
(3) We will collaborate with major US manufacturers on the development of AI & network rack products (SRE42-M812). The project is currently proposed to customers for approval, with a demand of 4,000 units/year estimated.
(4) We will work with AI manufacturers to develop AI server/switch chassis/cabinet products. Three cabinet products have been sampled, with an estimated annual volume of 1,200 units. Two chassis products have been designed and are currently being sampled, with an estimated monthly volume of 1,500 units.
(5) We will partner with major cloud providers to develop the ASIC cooling module. SAA02 is currently undergoing full card testing with select customers, with an estimated monthly volume of 100K sets. For SAM01, samples are expected to be sent in March, with an estimated monthly volume of 100K sets.
Products of power supplies:
(1) We will introduce the LLC topology to entry-level models to achieve market differentiation through technical advantages.
(2) We will implement the EU Erp Lot 6 energy-saving strategy to ensure customers' models developed in 2025-2026 are compliant with the 2027 regulations and can continue to be sold.
(3) We will invest in the R&D of the patented OTP (over temperature protection) design for 12V-2x6 cables, thereby improving product safety by effectively eliminating the risk of connectors melting.
(4) With the full module gold-brand models earning the Cybenetics Lambda A++ certification, the highest rating for quietness, we will continue to win customer recognition based on our exceptional design capabilities.
(5) We will develop 2000 W to 3000 W high-power supplies to precisely target and meet the demand of the small workstation market.
(6) We have successfully developed a special specification power supply with 5Vsb 6A high current output for customers' specific applications.
Products of our own brand COUGAR:
(1) COUGAR cases
A. The CFV235 floating case with exclusive graphics card cooling feature has been well received in the market following its launch, and has been given an invention patent in Taiwan. It has also gained favor with large-scale SI customers in the US market, with a breakthrough in sales volume expected.
B. The Company will launch the CFV220 model in June 2026 as an extension of COUGAR's original concept of floating case design, with its market price expected to be lower than that of the CFV235 model. The design emphasizes the three-glass see-through ocean view room design currently favored by the market. Our goal is to continue establishing COUGAR's brand image of unique designs and further expand case sale.
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C. COUGAR's top-selling model, Duoface Pro, now has a successor, Duoair, which will be launched in May. While featuring the dual-panel design concept of Duoface Pro, Duoair has a cache filter design, a brand new appearance, and better case specification and compatibility. With this new product, we aim to achieve record sales yet again for a single COUGAR model.
(2) COUGAR power supplies
A. We launched the flagship platinum ATX3.1 model featuring a uniquely designed 13030 PWM fan for ultimate cooling and low-noise performance. This product incorporates a full 12+4-pin connector in place of the traditional standard 8-pin connector, and exceeds the performance of currently available power supplies in both appearance and functionality.
B. In addition, we will launch a new series of high-performance platinum-brand power supplies, positioned to deliver platinum-rated efficiency and output at the price of gold-rated products. We aim to be the first player to introduce such a series to capture share in the high-end gold-rated market and increase the sales of COUGAR power supplies.
(3) COUGAR gaming chairs
A. The flagship ergonomic chair, COUGAR Terminator Air, is expected to be mass-produced and launched in March. This chair is a rare ergonomic gaming chair that combines comfort with e-sports styling, offering significant market differentiation. It is anticipated to enhance the professional image of COUGAR's gaming chairs and boost the overall sales volume simultaneously.
B. COUGAR has launched the Titan Pro v2 model as the second generation of the successful Titan Pro gaming chair. While having the original generation's impressive design as the basis, the new generation further includes an active lumbar support adjustment structure that allows users to more easily adjust both the position of the lumbar support and the seat depth, which demonstrates a significant improvement in usability.
C. In addition to its mid-to-high-end gaming chair products, COUGAR has also launched the Fusion EX model, which offers COUGAR's consistent high-level seating comfort with quality materials and an exceptional value. The product, which received positive customer feedback after its exhibition at the CES in the US, has helped improve COUGAR's market share of gaming chairs and the overall sales volume.
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(4) COUGAR cooling products
A. A new LQX liquid cooler series has been launched. Each of the liquid cooler products features a 3.95-inch digital LED screen and a newly developed annular fan blade, thereby providing better cooling performance and system interaction. Our goal is to complete the deployment of COUGAR’s liquid cooler products to increase the overall sales volume.
B. A new FRZ air cooler series has been launched in place of the first-generation Forza air cooler products. The appearance and fan have been redesigned, and a digital screen has been added to display CPU operating temperature in real time. This new design creates a more integrated look, and both cooling performance and digital functionality are more impressive compared to the previous generation. The goal is to enhance the sales of COUGAR’s air cooler products.
(V) Overview of 2026 Business Plan
Recently, the global memory supply has tightened, particularly due to the rapid expansion of AI infrastructure and the resulting surge in demand for high-capacity memory, such as DRAM and NAND. Therefore, major suppliers have tended to prioritize the allocation of production capacity and shipment to AI/servers and other products with a high gross profit, rather than traditional PC and notebook memory. This has led to a relatively short supply of consumer DRAM/SSD, driving up the prices of memory modules.
Several market research agencies (IDC/TrendForce, etc.) have lowered their forecasts for global PC shipments for 2026, primarily due to the insufficient supply and rising prices of memory that have led to weak demand for fully assembled units.
In view of such current market conditions, the Company believes its operational strategy should shift from a focus on “volume growth” to “quality enhancement.” High-performance computing, AI workstations, professional applications, and server-related products continue to demonstrate strong long-term growth potential. Hence, the Company will adjust its operational focus, reduce dependence on low-margin and price-sensitive markets, and accelerate the development of high-value-added and differentiated products to enhance overall operational resilience.
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Based on the above judgment, the business plan for this year will focus on the following areas:
- Introduction of automated and smart manufacturing processes:
The Company will continue to introduce automated production equipment and digital management systems to improve production efficiency, stabilize quality, and reduce labor and unit manufacturing costs, maintaining its competitive advantage in the environment of fluctuating market demand and rising costs.
- Further technological development of digital power supplies and high-end power supplies:
We will develop digital power supplies and designs featuring high efficiency and high-stability, thereby strengthening our cooperation with existing customers in high-end applications (i.e., AI, workstations, and servers) and expanding product line diversity to enhance ASP and gross profit margins.
- Focus on the markets for high-wattage power supplies and AI personal workstations:
High-wattage and reliable workstation power supplies and system models are to be developed for applications such as AI inference, content creation, and engineering simulation. The purpose is to address the needs of professional users for performance, stability, and long-term operation, and accordingly reduce reliance on the traditional consumer PC market.
- Development of benchmark gaming computer chassis as flagship products:
We will develop flagship gaming computer chassis with high recognition and functional differentiation. Based on the innovations in cooling functions, structures, and designs, we aim to proactively attract branded customers and project-based orders to enhance overall revenue and profitability.
- Expansion of the complete product ecosystem of the COUGAR brand:
By constantly launching peripherals such as gaming chairs, headsets, and water cooling products, we will strengthen brand exposure and market coverage, increase single customer's contribution through the product portfolio, and thereby improve the Company's overall revenue and profit.
- Active expansion into the AI server and cabinet markets:
For AI data centers and enterprise applications, we intend to deploy key hardware products such as AI server chassis and cabinets to boost the average selling price (ASP) and gross profit margins of products and create long-term growth momentum.
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Overall, while the PC market has faced downward pressure due to the memory supply and pricing, the long-term trends of AI, high-performance computing, and enterprise applications have remained consistent. By upgrading the product structure, improving the process efficiency, and adjusting the market strategies, we will reduce the impact of economic cycles, strengthen our competitive advantages during the industry transformation, and ensure our long-term stable development.
Best wishes to you all,
Chairman: Wang Chun-Tung
President: Lee Chia-Ching
Accounting Manager: Chen Fang-Ting
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II. Report on review of the 2025 statements of final accounts by the Audit Committee
Compucase Enterprise Co., Ltd.
Audit Committee’s Audit Report
The Board of Directors has submitted the 2025 business report, 2025 financial statements (including consolidated financial statements), and proposal for the 2025 deficit compensation. The Audit Committee has reviewed the aforementioned business report, financial statements (including consolidated financial statements), and proposal for deficit compensation, and it believes that there are no inconsistencies. This report is hereby made in accordance with the provisions of Article 14-4 of the Securities and Exchange Act, as well as Article 219 of the Company Act. Respectfully submitted for review.
To:
2024 Annual Shareholders’ Meeting of Compucase Enterprise Co., Ltd.
Convener of the Audit Committee: Chen Jung-Chao
March 12, 2026
III. 2025 directors' remuneration payment reports
(I) The Company’s policy, standards, and composition for remuneration for directors, the procedure for setting remuneration, and the relationship between management performance and future risks:
-
Regarding the director’s remuneration of the Company, in accordance with Article 29 of the Company’s Articles of Incorporation, the remuneration for directors performing their duties shall be determined by the board of directors with reference to the usual industry standards, and shall be agreed upon based on the level of participation and contribution value of each director. In addition, if the Company makes a profit in the fiscal year, it shall allocate no more than 4% for director’s remuneration as stipulated in Article 29 of the Company’s Articles of Incorporation. According to the “Rules for Performance Evaluation of Board of Directors,” the Company conducts regular evaluations of directors’ remuneration. The related performance assessments and reasonableness of compensation are reviewed by the Compensation Committee and the Board of Directors. The participation level and contribution value of the aforementioned directors to the Company’s operations are assessed and allocated based on assigned weights and weighted results. The basic weight for serving as a director is 1, and an additional 0.5 weight is given for serving as the chairman. Payments are made annually, and the weight is calculated based on the tenure if the tenure is less than one year.
-
The performance evaluation and reasonableness of remuneration for the directors and managers of the Company are regularly assessed and reviewed annually by the Compensation and Remuneration Committee and the Board of Directors. Individual performance achievement ratio and level of contribution to the Company are taken into account, as well as the overall operational performance of the Company, future industry risks, and development trends. The remuneration policy is timely reviewed based on actual operating conditions and relevant regulations. Furthermore, after considering the current trends in corporate governance and the results of corporate governance evaluations, reasonable compensation is provided to ensure a balance between sustainable operation and risk management of the Company. The actual amount of 2025 remuneration for directors and managers was determined by the Compensation and Remuneration Committee and approved by the Board of Directors.
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- The review of the Company’s compensation policy, related payment standards and system is primarily based on the overall operational status of the Company. Payment standards are determined based on performance achievement rates and contribution levels. Therefore, the overall team effectiveness of the board of directors and the management department has been enhanced. In addition, the compensation of the management team of the Company is ensured to be competitive in the industry by referencing industry salary standards in order to retain outstanding management talents.
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(II) The breakdown of individual director remuneration is as follows:
December 31, 2025; Unit: NTD thousand
| Title | Name | Remuneration for directors | The total amount of items A, B, C, and D and the proportion of net profit after tax | Remuneration received by employees in concurrent roles | The total amount of items A, B, C, D, E, F, and G and the proportion of net profit after tax | Receiving remuneration from reinvestments outside of subsidiaries or the parent company. | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Retirement pension (B) | Director's remuneration (C) (Note 1) | Operating expenses (D) (Note 2) | Salary, bonuses, special allowances, etc. (E) | Retirement pension (F) | Employee compensation (G) (Note 3) | ||||||||||||||||
| HEC | All companies in the financial statements | HEC | All companies in the financial statements | HEC | All companies in the financial statements | HEC | All companies in the financial statements | HEC | All companies in the financial statements | HEC | All companies in the financial statements | HEC | All companies in the financial statements | HEC | All companies in the financial statements | HEC | All companies in the financial statements | |||||
| Cash amount | Stock amount | Cash amount | Stock amount | |||||||||||||||||||
| Legal representative director | Compucase Investment Co., Ltd. | - | - | - | - | - | - | - | 0.00% | 0.00% | - | - | - | - | - | - | - | - | 0.00% | 0.00% | - | |
| Chairman | Wang Chun-Tung | - | - | - | - | - | 150 | 150 | 150 -0.02% | 150 -0.02% | 11,486 | 32,259 | - | 81 | - | - | 4,565 | - | 11,486 -1.30% | 37,055 -4.14% | - | |
| Representative | Wang Wei-Chi | - | - | - | - | - | 80 | 80 | 80 -0.01% | 80 -0.01% | - | - | - | - | - | - | - | - | 80 -0.01% | 80 -0.01% | - | |
| Director | Cheng Li Investment Co., Ltd. | - | - | - | - | - | - | - | 0.00% | 0.00% | - | - | - | - | - | - | - | - | 0.00% | 0.00% | - | |
| Representative | Ko Chi-Yuan | - | 6,605 | - | - | - | 150 | 150 | 150 -0.02% | 6,755 -0.76% | - | - | - | - | - | - | - | - | 150 -0.02% | 6,755 -0.076% | - | |
| Representative | Chung Ding-Chun | - | - | - | - | - | 150 | 150 | 150 -0.02% | 150 -0.02% | - | - | - | - | - | - | - | - | 150 -0.02% | 150 -0.02% | - | |
| Director | MiTAC International Corporation | - | - | - | - | - | - | - | 0.00% | 0.00% | - | - | - | - | - | - | - | - | 0.00% | 0.00% | - | |
| Representative | Huang Hsiu-Ling | - | - | - | - | - | 150 | 150 | 150 -0.02% | 150 -0.02% | - | - | - | - | - | - | - | - | 150 -0.02% | 150 -0.02% | - | |
| Director | Li Li-Sheng | - | - | - | - | - | 150 | 150 | 150 -0.02% | 150 -0.02% | - | - | - | - | - | - | - | - | 150 -0.02% | 150 -0.02% | - | |
| Independent director | Chen Jung-Chao | - | - | - | - | - | 300 | 300 | 300 -0.03% | 300 -0.03% | - | - | - | - | - | - | - | - | 300 -0.03% | 300 -0.03% | - | |
| Independent director | Chen Chin-Lung | - | - | - | - | - | 160 | 160 | 160 -0.02% | 160 -0.02% | - | - | - | - | - | - | - | - | 160 -0.02% | 160 -0.02% | - | |
| Independent director | Wang Yu-Ling | - | - | - | - | - | 300 | 300 | 300 -0.03% | 300 -0.03% | - | - | - | - | - | - | - | - | 300 -0.03% | 300 -0.03% | - | |
| Director | Li Ssu-Chia | - | - | - | - | - | 70 | 70 | 70 -0.01% | 70 -0.01% | - | - | - | - | - | - | - | - | 70 -0.01% | 70 -0.01% | - | |
| Independent director | Hsu Chia-Te | - | - | - | - | - | 120 | 120 | 120 -0.01% | 120 -0.01% | - | - | - | - | - | - | - | - | 120 -0.01% | 120 -0.01% | - | |
| Independent director | Hua Chih-Chiang | - | - | - | - | - | 120 | 120 | 120 -0.01% | 120 -0.01% | - | - | - | - | - | - | - | - | 120 -0.01% | 120 -0.01% | - |
Note 1: Professional practice expenses refer to transportation allowances for meeting with total NTD1,900 thousand dollars, which are provided to the Board of Directors, Compensation Committee, and Audit Committee.
IV. Report on implementation concerning endorsements/guarantees and loaning of funds to others
The following is the status of implementation concerning endorsements/guarantees and loaning of funds from HEC to others as of March 31, 2026:
Unit: NTD thousand
| Endorsement/ Guarantee provider | Endorsement/ Guarantee recipient | Limit of endorsements/ guarantees at period end | Cumulative amount of endorsements/ guarantees as a share of the net value of the financial statements for the most recent period (%) | Amount of endorsements/ guarantees disbursed at period end | |
|---|---|---|---|---|---|
| Company name | Relationship | ||||
| HEC | TVHK | Subsidiary - shareholding at 100% | 3,144,800 | 126.24% | 3,144,800 |
| Total for HEC | 3,144,800 | 126.24% | 3,144,800 | ||
| LFE | LFDG | Subsidiary - 79.87% | 474,201 | 19.74% | 2,560 |
| GTH | TVHK | Sister company | 3,144,800 | 140.64% | 3,144,800 |
| AIP | TVHK | Subsidiary - shareholding at 100% | 3,144,800 | 1,320.51% | |
| Dongguan Poyun | TVHK | Parent company - shareholding at 100% | 3,144,800 | 331.39% | |
| Anhui Poyun | TVHK | Parent company - shareholding at 100% | 3,144,800 | 1,226.19% | |
| Shanghai Poyun | TVHK | Parent company - shareholding at 100% | 3,144,800 | 5,992.72% | |
| Dongguan Kerui | TVHK | Parent company - shareholding at 100% | 3,144,800 | 13,323.17% | |
| Vietnam Poyun | TVHK | Parent company - shareholding at 100% | 3,144,800 | 128.90% | |
| Total for subsidiaries | 22,487,801 | 22,483.26% | 3,147,360 |
Note: 1. The net value of the Company's financial statements for the most recent period is calculated based on NTD 2,491,096 thousand in Q4 of 2025.
2. The net value of each subsidiary's financial statements for the most recent period was based on the fourth quarter of 2025.
3. USD Exchange rate is 1:31.995.
Unit: NTD thousand
| Lender of funds to others | Borrower | Nature of funds loaned | Limit of funds loanable at period end | Cumulative amount of funds loaned as a share of the net value of the financial statements for the most recent period (%) | Amount of funds loanable disbursed at period end | |
|---|---|---|---|---|---|---|
| Company name | Relationship | |||||
| HEC | AIP | Subsidiary - shareholding at 100% | Short-term financing | 959,850 | 38.53% | 959,850 |
| Total for HEC | 959,850 | 38.53% | 959,850 | |||
| WCX | WSE | Same parent | Short-term financing | 231,450 | 22.92% | 111,096 |
| WII | GTH | Same parent | Short-term financing | 89,586 | 27.1% | - |
| WII | OPT | Same parent | Short-term financing | 127,980 | 38.72% | 127,980 |
| WII | HEC | Parent company - shareholding at 100% | Short-term financing | 105,584 | 31.94% | - |
| GPH | TVHK | Same parent | Short-term financing | 271,958 | 33.49% | 271,958 |
| Dongguan Poyun | Vietnam Poyun | Same parent | Business transaction | 191,970 | 20.23% | 194 |
| Dongguan Poyun | TVHK | Parent company - shareholding at 100% | Business transaction | 57,591 | 6.07% | 28,736 |
| Vietnam Poyun | TVHK | Parent company - shareholding at 100% | Business transaction | 1,407,780 | 57.7% | 1,402,344 |
| TVHK | Shanghai Poyun | Parent company - shareholding at 100% | Business transaction | 479,925 | 18.5% | 193,798 |
| TVHK | True Voice Limited | Parent company - shareholding at 100% | Short-term financing | 991,781 | 38.23% | 991,753 |
| TVHK | Poyun Co. Ltd. | Parent company - shareholding at 100% | Short-term financing | 2,409,543 | 92.88% | 2,409,482 |
| Poyun Co. Ltd. | TVHK | Parent company - shareholding at 100% | Short-term financing | 24,796 | 4.02% | 24,796 |
| Poyun Co. Ltd. | True Voice Limited | Parent company - shareholding at 100% | Short-term financing | 371,622 | 60.27% | 371,571 |
| Total for subsidiaries | 6,761,566 | 452.07% | 959,850 |
Note: 1. The net value of the financial statements for the most recent period is calculated based on NTD 2,491,096 thousand in Q4 of 2025.
2. The net value of each subsidiary's financial statements for the most recent period was based on the fourth quarter of 2025.
3. USD Exchange rate is 1:31.995.
Explanation of the AIP Organizational Restructuring Proposal:
To facilitate the organizational restructuring of AIP Group, an important subsidiary of the Company, it is proposed to carry out the liquidation procedures of AIP’s subsidiaries, KPY and TVL, in accordance with applicable laws and regulations.
To ensure the smooth implementation of the subsequent liquidation process, the Company intends to submit to the Board of Directors for discussion and approval matters relating to the AIP organizational restructuring, including the liquidation of KPY and TVL.
The remaining assets of KPY and TVL after liquidation will be applied on a priority basis toward repayment of outstanding amounts owed to TVHK. Should any liabilities remain unpaid thereafter, TVHK and KPY will, in accordance with applicable laws and subject to further evaluation, proceed with the relevant debt waiver arrangements, which shall be submitted to the Board of Directors of Compucase Enterprise Co., Ltd. for approval.
All transactions involved in this matter are part of the Group’s internal organizational restructuring and resource reallocation, and are not expected to have any material adverse impact on the Company’s overall operations or shareholders’ equity.
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V. Report on issuance of the Company’s first and second domestic unsecured convertible corporate bonds
(I) The Company issued its first and second domestic unsecured convertible corporate bonds in order to repay bridge loans and other bank loans.
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The first domestic unsecured convertible corporate bonds were filed with the Financial Supervisory Commission on October 29, 2025, under Letter Jin-Guan-Zheng-Fa-Zi No. 11403607422, and approved by the Taipei Exchange on November 7, 2025, under Letter Zheng-Gui-Zhai-Zi No. 11400090452. The OTC trading of these bonds commenced at securities dealers’ business premises on November 13, 2025.
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The second domestic unsecured convertible corporate bonds were filed with the Financial Supervisory Commission on October 29, 2025, under Letter Jin-Guan-Zheng-Fa-Zi No. 11403607421, and approved by the Taipei Exchange on November 18, 2025, under Letter Zheng-Gui-Zhai-Zi No. 11400101392. The OTC trading of these bonds commenced at securities dealers’ business premises on November 25, 2025.
(II) The details and implementation status are as follows.
Issuance of the Company’s first and second domestic unsecured convertible corporate bonds
| Type of corporate bonds | The first domestic unsecured convertible corporate bonds |
|---|---|
| Date of issuance | November 13, 2025 |
| Par value | NTD 100,000 |
| Issuance and trading location | Taipei Exchange |
| Issuance price | Issued at 100% of par value |
| Total | NTD 1 billion |
| Interest rate | Annual coupon rate of 0% |
| Duration | 3 years; expiry date: November 13, 2028 |
| Conversion price | NTD 105.9 per share |
| Redemption method | Except for cases where the holders of these convertible bonds convert them into common shares in accordance with Article 10 of the Company’s Regulations for the Issuance and Conversion of the First Domestic Unsecured Convertible Corporate Bonds or exercise the put option in accordance with Article 19 of the Regulations, and except for cases where the Company redeems them earlier in accordance with Article 18 of the Regulations or repurchases them through the securities dealer’s business premises for cancellation, the Company shall, within ten business days (including the tenth business day) from the date following the expiration of these convertible bonds, repay the bondholders’ convertible bonds in cash in full, based on the par value of the bonds plus interest compensation (the interest compensation upon expiration is 1.5075% of the par value of the bonds, and the effective annual yield rate is 0.5%). |
| Outstanding principal | NTD 1 billion |
| Implementation | As of March 31, 2026, the unconverted balance totaled NTD 1 billion. |
| Type of corporate bonds | The second domestic unsecured convertible corporate bonds |
| Date of issuance | November 25, 2025 |
| Type of corporate bonds | The first domestic unsecured convertible corporate bonds |
|---|---|
| Par value | NTD 100,000 |
| Issuance and trading location | Taipei Exchange |
| Issuance price | Issued at 104.73% of par value |
| Total | NTD 1 billion |
| Interest rate | Annual coupon rate of 0% |
| Duration | 5 years, expiry date: November 25, 2030 |
| Conversion price | NTD 101.9 per share |
| Redemption method | Except for cases where the holders of these convertible bonds convert them into common shares in accordance with Article 10 of the Company’s Regulations for the Issuance and Conversion of the Second Domestic Unsecured Convertible Corporate Bonds or exercise the put option in accordance with Article 19 of the Regulations, and except for cases where the Company redeems them earlier in accordance with Article 18 of the Regulations or repurchases them through the securities dealer’s business premises for cancellation, the Company shall, within ten business days (including the tenth business day) from the date following the expiration of these convertible bonds, repay the bondholders’ convertible bonds in cash in full, based on the par value of the bonds. |
| Outstanding principal | NTD 1 billion |
| Implementation | As of March 31, 2026, the unconverted balance totaled NTD 1 billion. |
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Three. Ratifications
Item 1 (submitted by the Board of Directors)
Proposal: The 2025 business report and financial statements are hereby submitted for ratification.
Description: The 2025 parent-only and consolidated financial statements were adopted by resolutions of the Board of Directors on March 12, 2026, and have been audited by CPAs Wang Teng-Wei and Li Chi-Chen from Deloitte Taiwan, with an unqualified audit report issued thereafter. The financial statements, together with the business report, were submitted to and reviewed by the Audit Committee, with the business report attached hereto (pp. 2 to 6 of this handbook). For the balance sheets, statements of comprehensive income, statements of cash flows and statements of changes in equity, see Appendix 1 (pp. 17 to 36 of this handbook), which are hereby submitted to the 2026 annual shareholders' meeting for ratification.
Resolution:
Item 2 (submitted by the Board of Directors)
Proposal: The 2025 deficit compensation is hereby submitted for ratification.
Description:
I. The Company sustained an after-tax loss of NTD 894,319,708 for 2025.
II. This proposal was adopted by the Chairman on March 12, 2026 and was reviewed by the Audit Committee.
III. The deficit compensation statement is as follows:
Compucase Enterprise Co., Ltd.
Deficit compensation statement for 2025
Unit: NTD
| Item | Amount |
|---|---|
| Undistributed earnings at beginning of the period | $782,137,920 |
| After-tax net profit for the current year | (894,319,708) |
| Remeasurement of defined benefit plans recognized in retained earnings | 536,036 |
| Amount of current after-tax net profit plus items other than current after-tax net profit included in undistributed earnings for the current year | (893,783,672) |
| 10% set aside as legal reserves | 0 |
| Special reserves set aside as required by law | 80,912,998 |
| Distributable earnings for the current year | (30,732,754) |
| Items for distribution: | |
| (1) Bonus to shareholder | 0 |
| Ending undistributed earnings | (30,732,754) |
[Note] In accordance with the amended Company Act, the basis for setting aside legal reserves has been revised to the “amount of current after-tax net profit plus items other than current after-tax net profit included in undistributed earnings for the current year.”
Chairman: Wang Chun-Tung
President: Lee Chia-Ching
Accounting Manager: Chen Fang-Ting
Resolution:
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Four. Discussions
Item 1 (submitted by the Board of Directors)
Proposal: Amendment to certain provisions of the “Regulations Governing Loaning of Funds to Others,” hereby submitted for discussion.
Description: In accordance with relevant provisions under the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, it is proposed to amend certain articles of the “Regulations Governing Loaning of Funds to Others.” Please refer to Appendix 2 (pp. 37–38 of this handbook) for the comparison table of the amended articles.
Resolution:
Item 2 (submitted by the Board of Directors)
Proposal: Amendment to certain provisions of the “Regulations Governing Procedures of Endorsements/Guarantees,” hereby submitted for discussion.
Description: To amend the limits for endorsements/guarantees, certain provisions of the “Regulations Governing Procedures of Endorsements/Guarantees” are hereby revised. Please refer to Appendix 3 (p.39 of this handbook) for the comparison table of the amended provisions.
Resolution:
Five. Extempore Motions
Six. Adjournment
Appendix 1. CPA’s Audit Report and Financial Statements (including Consolidated Version)
CPA’s Audit Report
To Compucase Enterprise Co., Ltd.:
Opinion
We audited the consolidated balance sheets of Compucase Enterprise Co., Ltd. and its subsidiaries (“HEC Group”) as of December 31, 2025 and 2024, their consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the periods from January 1 to December 31, 2025 and 2024, and the notes to their consolidated financial statements (including the summary of material accounting policies).
According to the result of our audit, with respect to all material aspects, the foregoing consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations and pronouncements of interpretation approved and published by the Financial Supervisory Commission, and thus provided a fair presentation of the consolidated financial positions of HEC Group as of December 31, 2025 and 2024 and the consolidated financial performance and cash flows for the periods from January 1 to December 31, 2025 and 2024.
Basis of Audit Opinions
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of HEC Group and subsidiaries for 2025. Such matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinions thereon, we have not provided any separate
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opinion on these matters.
The following are the key audit matters in the consolidated financial statements of HEC Group for 2025:
Truthfulness of the recognition of revenues from certain customers
The main sources of revenues for HEC Group are revenues from the sales of computer and server casings, power supplies, computer peripherals, and medical equipment. Due to significant growth in sales revenue from specific customers in the fiscal year 2024 compared to 2023, there was also a discrepancy between the average collection days and the credit days provided. Therefore, in accordance with the requirement of the Statement of Auditing Standards that revenues be presumed as a significant risk, we have deemed the truthfulness of the recognition of the sales revenues from those certain customers to be a key audit matter.
The main audit procedures conducted by us include:
I. Understanding and sample testing of the effectiveness of the design and implementation of internal controls related to the recognition of revenues.
II. Sampling in the statements of sales revenues from certain customers and reviewing shipment certificates to confirm if such revenues have actually occurred.
III. Reviewing samples of payment receipts to check if the payers match the purchasers.
Acquisition of Investee Subsidiary
Wei Chuan Technology Corporation and its subsidiary Global Hongfu Corporation acquired 100% equity ownership of Amber Investment Partners Limited and the convertible bonds issued by the company during fiscal year 2025 (ROC Year 114). Due to the special nature of these transactions and their significance during the year, we identified this merger and acquisition transaction as a key audit matter in our audit.
The principal audit procedures we performed included:
I. Obtaining an understanding of the Company's procedures and internal controls related to the acquisition or disposal of assets, and evaluating whether the design and implementation of such internal controls were effective.
II. Reviewing the acquisition agreements and payment supporting documents, and confirming whether the related accounting treatments were appropriate.
III. Obtaining the purchase price allocation report, evaluating the independence, professional competence, and qualifications of the external expert engaged
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by management, and engaging valuation specialists to review the reasonableness of the valuation methods and significant assumptions adopted in the purchase price allocation report.
Other Matters
Among the subsidiaries included in the consolidated financial statements of the Wei Chuan Group, the financial statements of Amber Investment Partners Limited and its subsidiaries for fiscal year 2025 (ROC Year 114) were audited by other independent auditors.
As of December 31, 2025, the total assets of the aforementioned subsidiaries amounted to NT$6,517,061 thousand, representing 32% of the consolidated total assets. In addition, their net operating revenue for the period from July 1 to December 31, 2025 amounted to NT$2,287,789 thousand, accounting for 20% of the consolidated net operating revenue.
HEC has prepared the parent-only financial statements for 2025 and 2024, the aforementioned financial statements were audited by us, and unqualified audit reports with an Emphasis of Matter paragraph and standard unqualified audit reports were issued for reference.
Responsibilities of the Management and Governing Bodies for Consolidated Financial Statements
The management is responsible for preparing the financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations and pronouncements of interpretation approved and published by the Financial Supervisory Commission, and maintaining the necessary internal control related to preparation of the consolidated financial statements to ensure that the consolidated financial statements are free of material misstatement due to fraud or error.
During preparation of the consolidated financial statements, the management is also responsible for evaluating HEC Group's going concern ability, disclosure of relevant matters and application of the going concern basis of accounting, unless the management intends to liquidate or cease the operation of HEC Group, or there are no actually feasible solutions other than liquidation or cessation of operation.
The governing bodies (including the Audit Committee) of HEC Group are responsible for supervising the process of financial reporting.
Responsibilities of CPAs for the Audit of Consolidated Financial Statements
The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements
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due to fraud or error, with an audit report issued thereafter. Reasonable assurance means a high degree of assurance. However, there is no guarantee that any material misstatement contained in the consolidated financial statements will be discovered during an audit conducted in accordance with relevant auditing standards. A misstatement may be due to fraud or error. A misstatement is deemed material if the individual or aggregate amount misstated is reasonably expected to affect economic decisions made by users of the consolidated financial statements.
We rely on our professional judgment and professional skepticism during an audit conducted in accordance with relevant auditing standards. We also perform the following tasks:
I. We identify and assess the risk of misstatement in the consolidated financial statements due to fraud or error, design and implement appropriate measures in response to the assessed risk, and acquire sufficient and appropriate audit evidence as the basis of our audit opinions. Since fraud may involve collusion, forgery, intentional omission, fraudulent statement or violation of internal control, the risk of misstatement due to fraud is higher than that due to error.
II. We acquire necessary understanding of the internal control related to an audit to design audit procedures appropriate for the current circumstances, provided that the purpose of the foregoing is not to express opinions regarding the effectiveness of the internal control of HEC Group.
III. We assess the appropriateness of the accounting policies adopted by the management and the reasonableness of the accounting estimates and relevant disclosures made by the management.
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IV. We have drawn a conclusion about the appropriateness of the application of the going concern basis of accounting by the management and whether there is material uncertainty in an event or circumstances which may cast significant doubt about the ability of HEC Group to remain a going concern. If any material uncertainty is deemed to exist in such event or circumstance, we must provide a reminder in the audit report for the users of the consolidated financial statements to pay attention to the relevant disclosures therein, or revise our audit opinions when any such disclosure is inappropriate. Our conclusion is based on the audit evidence obtained as of the date of this audit report. However, future events or circumstances could result in a situation where HEC Group is no longer able to remain a going concern.
V. We assess the overall presentation, structure and contents of the consolidated financial statements (including relevant notes) and whether the consolidated financial statements provide a fair presentation of the relevant transactions and events.
VI. We acquire sufficient and appropriate audit evidence of the financial information of the entities forming HEC Group to provide opinions regarding the consolidated financial statements. We are responsible for guidance, supervision and implementation in relation to audit cases and for formation of audit opinions for HEC Group.
The matters for which we communicate with the governing bodies include the planned scope and time of audit, and our material audit findings (including the significant deficiencies of internal control identified during the audit).
We also provide a declaration to the governing bodies stating that our CPAs who are subject to independence requirements have complied with the independence requirements in the Standards of Professional Ethics for Certified Public Accountants, and we communicate with the governing bodies regarding all relationships and other matters (including relevant safeguard measures) which are deemed likely to affect the independence of CPAs.
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The key audit matters in the audit of the consolidated financial statements of HEC Group and subsidiaries for 2025 have been determined by us from the matters regarding which we have communicated with the governing bodies. We have specified such matters in the audit report, except where public disclosure of certain matters is prohibited by applicable laws or regulations, or where, under very exceptional circumstances, we have decided not to cover communicate certain matters in the audit report due to the reasonable expectation that any negative effect arising from such communication would be greater than the public interest enhanced.
Deloitte Taiwan
CPA Wang Teng-Wei
CPA Li Chi-Chen
No. of Approval Document from the
Financial Supervisory Commission
Jin-Guan-Zheng-Shen-Zi No. 1100356048
No. of Approval Document from the
Securities and Futures Commission
Tai-Cai-Zheng-Liu-Zi No. 0920123784
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Compucase Enterprise Co., Ltd. And Subsidiaries
Consolidated Balance Sheet
Unit: NTD thousand
| Code | Asset | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 2,638,405 | 13 | $ 2,032,809 | 22 |
| 1110 | Financial assets measured at fair value through profit/loss – current (Notes 4 and 7) | 8,055 | - | 982,052 | 10 |
| 1136 | Financial assets measured at amortized cost – current (Notes 4, 8 and 34) | 2,886,596 | 14 | 420,926 | 5 |
| 1150 | Notes receivable (Notes 4, 9 and 25) | 227,606 | 1 | 3,579 | - |
| 1170 | Accounts receivable (Notes 4, 9 and 25) | 3,365,048 | 17 | 2,026,471 | 21 |
| 1200 | Other receivables (Note 4) | 140,651 | 1 | 75,114 | 1 |
| 1220 | Current income tax assets (Notes 4 and 27) | 46,057 | - | 366 | - |
| 130X | Inventory (Notes 4 and 10) | 2,116,577 | 10 | 1,546,390 | 16 |
| 1410 | Prepayments (Note 11) | 430,616 | 2 | 368,817 | 4 |
| 1479 | Other current assets | 14,010 | - | 6,770 | - |
| 11XX | Total current assets | 11,873,621 | 58 | 7,463,294 | 79 |
| Non-current assets | |||||
| 1535 | Financial assets measured at amortized cost – non-current (Notes 4 and 8) | 44,960 | 5 | 494,042 | 5 |
| 1550 | Investment under the equity method (Notes 4 and 13) | 28,819 | - | 27,608 | - |
| 1600 | Property, plant and equipment (Notes 4 and 14) | 1,821,705 | 12 | 1,139,550 | 12 |
| 1755 | Right-of-use assets (Notes 4 and 15) | 770,345 | 2 | 177,472 | 2 |
| 1760 | Net investment property (Notes 4 and 16) | 53,018 | 1 | 53,018 | 1 |
| 1805 | Goodwill (Note 4 and 17) | 3,801,718 | - | 638 | - |
| 1821 | Intangible assets (Notes 4 and 18) | 1,775,595 | - | 11,400 | - |
| 1840 | Deferred income tax assets (Notes 4 and 27) | 111,371 | 1 | 47,651 | 1 |
| 1915 | Prepayments for equipment | 31,741 | - | 9,345 | - |
| 1920 | Deposits paid | 41,335 | - | 5,365 | - |
| 1975 | Net defined benefit assets – non-current (Notes 4 and 23) | 29,605 | - | 27,447 | - |
| 1990 | Other non-current assets | 12,094 | - | 9,381 | - |
| 15XX | Total non-current assets | 8,522,306 | 21 | 2,002,917 | 21 |
| 1XXX | Total assets | $ 20,395,927 | 100 | $ 9,466,211 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term loans (Notes 19 and 34) | $ 5,631,264 | 28 | $ 1,971,000 | 21 |
| 2120 | Financial liabilities measured at fair value through profit/loss – current (Notes 4 and 7) | - | - | 10,668 | - |
| 2130 | Contract liabilities – current (Notes 4 and 25) | 133,490 | 1 | 186,402 | 2 |
| 2150 | Notes payable (Note 21) | 1,753 | - | - | - |
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| 2170 | Accounts payable (Note 21) | 2,075,819 | 10 | 1,836,949 | 20 |
|---|---|---|---|---|---|
| 2180 | Accounts payable – related parties (Notes 21 and 33) | 18,069 | - | 10,483 | - |
| 2219 | Other payables (Note 22) | 1,088,917 | 5 | 632,206 | 7 |
| 2230 | Current income tax liabilities (Notes 4 and 27) | 297,877 | 2 | 95,162 | 1 |
| 2250 | Liability provision – current (Notes 4 and 27) | 1,520,392 | 7 | 26,652 | - |
| 2280 | Lease liabilities – current (Notes 4 and 15) | 79,194 | - | 28,445 | - |
| 2320 | Current portion of long-term borrowings(Notes 19 and 34) | 3,414,870 | 17 | - | - |
| 2399 | Other current liabilities(Notes 4 and 23) | 191,946 | 1 | 102,315 | 1 |
| 21XX | Total current liabilities | 14,453,591 | 71 | 4,900,282 | 52 |
| Non-current liabilities | |||||
| 2500 | Non-current financial liabilities at fair value through profit or loss (Notes 4, 7 and 20) | 26,800 | - | - | - |
| 2530 | Corporate bonds payable (Notes 4 and 20) | 1,868,512 | 9 | - | - |
| 2570 | Deferred income tax liabilities (Notes 4, 5 and 27) | 192,987 | 1 | 11,177 | - |
| 2580 | Lease liabilities – non-current (Notes 4 and 15) | 429,088 | 2 | 34,365 | - |
| 2640 | Net defined benefit liabilities – non-current (Notes 4 and 23) | 3,628 | - | 5,974 | - |
| 2645 | Deposits received | 1,053 | - | 818 | - |
| 25XX | Total non-current liabilities | 2,522,068 | 12 | 52,334 | - |
| 2XXX | Total liabilities | 16,975,659 | 83 | 4,952,616 | 52 |
| Equity attributable to shareholders of the parent (Notes 4, 24 and 29) | |||||
| 3100 | Share capital | 1,132,856 | 6 | 1,132,856 | 12 |
| 3200 | Capital reserves | 637,189 | 3 | 441,767 | 4 |
| Retained earnings | |||||
| 3310 | Legal reserves | 610,471 | 3 | 558,587 | 6 |
| 3320 | Special reserves | 184,008 | 1 | 316,024 | 3 |
| 3350 | Undistributed earnings | ( 111,646 ) | ( 1 ) | 1,010,791 | 11 |
| 3300 | Total retained earnings | 682,833 | 3 | 1,885,402 | 20 |
| 3400 | Other equity | 38,218 | - | ( 184,008 ) | ( 2 ) |
| 3500 | Treasury stocks | - | - | ( 29,532 ) | - |
| 31XX | Equity attributable to shareholders of the parent | 2,491,096 | 12 | 3,246,485 | 34 |
| 36XX | Non-controlling interest (Note 22) | 929,172 | 5 | 1,267,110 | 14 |
| 3XXX | Total equity | 3,420,268 | 17 | 4,513,595 | 48 |
| Total liabilities and equity | $ 20,395,927 | 100 | $ 9,466,211 | 100 |
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Compucase Enterprise Co., Ltd. And Subsidiaries
Consolidated Statement of Comprehensive Income
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Operating revenue (Notes 4 and 25) | $ 11,188,738 | 100 | $ 7,402,013 | 100 |
| 5110 | Operating cost (Notes 10, 26 and 33) | 8,744,082 | 78 | 5,780,533 | 78 |
| 5900 | Gross operating profit | 2,444,656 | 22 | 1,621,480 | 22 |
| Operating expense (Notes 9, 26 and 33) | |||||
| 6100 | Marketing expense | 560,282 | 5 | 497,064 | 7 |
| 6200 | Management expense | 637,739 | 6 | 450,047 | 6 |
| 6300 | R&D expense | 225,260 | 2 | 165,733 | 2 |
| 6450 | Expected credit loss | 5,654 | - | 25,329 | - |
| 6000 | Total operating expenses | 1,428,935 | 13 | 1,138,173 | 15 |
| 6900 | Net operating profit | 1,015,721 | 9 | 483,307 | 7 |
| Non-operating revenues and expenses (Notes 4, 13 and 26) | |||||
| 7100 | Interest income | 95,864 | 1 | 115,977 | 2 |
| 7010 | Other incomes | 132,967 | 1 | 36,596 | 1 |
| 7020 | Other profits and losses | ( 1,749,541 ) | ( 16 ) | 102,919 | 1 |
| 7050 | Financial cost | ( 249,606 ) | ( 2 ) | ( 51,557 ) | ( 1 ) |
| 7060 | Share of profits/losses of associates accounted for using the equity method | 965 | - | 3,262 | - |
| 7000 | Total non-operating revenues and expenses | ( 1,769,351 ) | ( 16 ) | 207,197 | 3 |
| 7900 | Pre-tax net profit | ( 753,630 ) | ( 7 ) | 690,504 | 10 |
| 7950 | Income tax expenses (Notes 4, 5 and 27) | 376,042 | 3 | 51,329 | 1 |
| 8200 | Net profit in the current year | ( 1,129,672 ) | ( 10 ) | 639,175 | 9 |
| Other comprehensive income (Notes 13, 23, 24 and 27) | |||||
| 8310 | Items not reclassified as profit or loss: | ||||
| 8311 | Remeasurement of defined benefits plans | 1,553 | - | 2,214 | - |
(Continued to next page)
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8349 | Income tax related to items not reclassified | ($ 311) | - | ($ 443) | - |
| 1,242 | - | 1,771 | - | ||
| 8360 | Items likely to be subsequently reclassified as profit or loss: | ||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | 250,512 | 2 | 170,187 | 2 |
| 8370 | Share of other comprehensive income of associates accounted for using the equity method | 246 | - | 1,404 | - |
| 8399 | Income tax related to items likely to be reclassified | (23) | - | (2,485) | - |
| 250,735 | 2 | 169,106 | 2 | ||
| 8300 | Other comprehensive income (net after-tax) in the current year | 251,977 | 2 | 170,877 | 2 |
| 8500 | Total comprehensive income in the current year | ($ 877,695) | (8) | $ 810,052 | 11 |
| Net profit attributable to: | |||||
| 8610 | Owners of HEC | ($ 894,320) | (8) | $ 517,876 | 7 |
| 8620 | Non-controlling interest | (235,352) | (2) | 121,299 | 2 |
| 8600 | ($ 1,129,672) | (10) | $ 639,175 | 9 | |
| Total comprehensive income attributable to: | |||||
| 8710 | Owners of HEC | ($ 671,558) | (6) | $ 650,852 | 9 |
| 8720 | Non-controlling interest | (206,137) | (2) | 159,200 | 2 |
| 8700 | ($ 877,695) | (8) | $ 810,052 | 11 | |
| EPS (Note 28) | |||||
| 9750 | Basic | ($ 7.93) | $ 4.61 | ||
| 9850 | Diluted | ( 7.93) | 4.58 |
The notes attached hereto constitute part of this consolidated financial report.
Chairman: Wang Chun-Tung
President: Wang Chun-Tung
Accounting Manager: Chen Fang-Ting
Compucase Enterprise Co., Ltd. And Subsidiaries
Consolidated Statement of Changes in Equity
(Reviewed, Not Audited)
Unit: NTD thousand
| Code | Share capital | Capital reserves | Retained earnings | Other equity | Treasury stocks | Total | Non-controlling interest | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserves | Special reserves | Undistributed earnings | Exchange differences on translation of financial statements of foreign operations | Unrealized profit/loss on financial assets measured at fair value through other comprehensive income | Total other equity | |||||||
| A1 | January 1, 2024 | $1,132,856 | $441,767 | $498,004 | $254,240 | $1,007,323 | ($250,621) | ($65,404) | ($316,025) | ($29,532) | $2,988,633 | $1,218,458 |
| Allocation and distribution of earnings in 2023 (Note 24) | ||||||||||||
| B1 | Legal reserves | - | - | 60,583 | - | (60,583) | - | - | - | - | - | - |
| B3 | Special reserves | - | - | - | 61,784 | (61,784) | - | - | - | - | - | - |
| B5 | Cash dividends – NTD2.03 per share | - | - | - | - | (393,000) | - | - | - | - | (393,000) | (393,000) |
| - | - | - | - | 517,876 | - | - | - | - | 517,876 | 639,175 | ||
| D1 | Net profit in 2024 | - | - | - | - | 959 | 132,017 | - | 132,017 | - | 132,976 | 170,877 |
| D3 | Other after-tax comprehensive income in 2024 | - | - | - | - | 518,835 | 132,017 | - | 132,017 | - | 650,852 | 810,052 |
| D5 | Total comprehensive income in 2024 | - | - | - | - | - | - | - | - | - | - | (111,063) |
| O1 | Decrease in non-controlling interest (Note 24) | - | - | - | - | - | - | - | - | - | - | 515 |
| C17 | Remuneration cost for share-based payment (Notes 4 and 29) | 1,132,856 | 441,767 | 558,587 | 316,024 | 1,010,791 | (118,604) | (65,404) | (184,008) | (29,532) | 3,246,485 | 1,267,110 |
| Z1 | Balance on December 31, 2024 | - | - | 51,884 | - | (51,884) | - | - | - | - | - | - |
| Allocation and distribution of earnings in 2023 (Note 24) | - | - | - | (132,016) | 132,016 | - | - | - | - | - | - | |
| B1 | Legal reserves | - | - | - | - | (308,785) | - | - | - | - | (308,785) | (308,785) |
| B3 | Special reserves | - | 156,623 | - | - | - | - | - | - | - | 156,623 | 156,623 |
| B5 | Cash dividends – NTD2.73 per share | - | - | - | - | (894,320) | - | - | - | - | (894,320) | (235,352) |
| C5 | Equity component of convertible corporate bonds issued by the Company (Notes 20 and 24) | - | - | - | - | 536 | 222,226 | - | 222,226 | - | 222,762 | 29,215 |
| D1 | Net profit in 2025 | - | - | - | - | (893,784) | 222,226 | - | 222,226 | - | (671,558) | (206,137) |
| D3 | Other after-tax comprehensive income in 2025 | - | 38,799 | - | - | - | - | - | - | 29,532 | 68,331 | 68,331 |
| D5 | Total comprehensive income in 2025 | - | - | - | - | - | - | - | - | - | - | (131,801) |
| O1 | Decrease in non-controlling interest (Note 22) | $1,132,856 | $637,189 | $610,471 | $184,008 | ($111,646) | $103,622 | ($65,404) | $38,218 | $- | $2,491,096 | $929,172 |
| Z1 | Balance on December 31, 2025 |
The notes attached hereto constitute part of this consolidated financial report.
Chairman: Wang Chun-Tung
President: Wang Chun-Tung
Accounting Manager: Chen Fang-Ting
Compucase Enterprise Co., Ltd. And Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands of New Taiwan Dollars)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| A10000 | Pre-tax net profit in the current year | ($ 753,630) | $ 690,504 |
| A20010 | Profits, expenses and losses: | ||
| A20100 | Depreciation expense | 268,179 | 211,121 |
| A20200 | Amortization expense | 87,612 | 3,038 |
| A20300 | Expected credit loss | 5,654 | 25,329 |
| A20400 | Net loss (profit) on financial assets and liabilities measured at fair value through profit or loss | 16,562 | 21,625 |
| A20900 | Financial cost | 249,606 | 51,557 |
| A21200 | Interest income | ( 95,864) | ( 115,977) |
| A21900 | Remuneration cost for share-based payment | 38,850 | 515 |
| A22300 | Share of losses of associates accounted for using the equity method | ( 965) | ( 3,262) |
| A22500 | Profit on disposal of property, plant and equipment | ( 718) | ( 128) |
| A22900 | Goodwill impairment loss | 638 | - |
| A24200 | Refund liabilities | 91,702 | 31,625 |
| A24600 | Provision of liabilities | 1,493,740 | 13,861 |
| A29900 | Other items | 18,292 | 6,571 |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | ( 153,485) | ( 2,307) |
| A31150 | Accounts receivable | ( 112,054) | 305,719 |
| A31180 | Other receivables | ( 79,255) | ( 5,821) |
| A31200 | Inventory | 397,862 | (5,217) |
| A31230 | Prepayments | ( 46,239) | 8,356 |
| A31240 | Other current assets | ( 5,829) | ( 2,047) |
| A32125 | Contract liabilities | ( 57,773) | 103,209 |
| A32130 | Notes payable | 1,753 | - |
| A32150 | Accounts payable (including related parties) | ( 300,930) | 245,241 |
| A32180 | Other payables | 55,432 | 82,211 |
| A32230 | Other current liabilities | ( 54,658) | 5,492 |
| A32240 | Net defined benefit liabilities | ( 3,087) | ( 957) |
| A33000 | Cash generated from operations | 1,061,395 | 1,670,258 |
| A33100 | Interest received | 120,945 | 101,649 |
| A33300 | Interest paid | ( 188,712) | ( 51,163) |
| A33500 | Income tax paid | ( 260,132) | ( 361,827) |
| AAAA | Net cash inflow from operating activities | 733,496 | 1,358,917 |
| Cash flow from investing activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | ( 3,326,023) | ( 857,783) |
| B00050 | Disposal of financial assets measured at amortized cost | $1,416,799 | $ 585,692 |
| B00100 | Acquisition of financial assets measured at fair value through profit/loss | - | ( 3,719,926) |
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| Code | 2025 | 2024 | |
|---|---|---|---|
| B00200 | Disposal of financial assets measured at fair value through profit/loss | 951,290 | 2,740,306 |
| B00200 | Gain/Loss on disposal of financial assets at fair value through profit or loss | ( 4,065,707 ) | - |
| B02700 | Acquisition of property, plant and equipment | ( 174,812 ) | ( 129,630 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | 6,764 | 1,032 |
| B03700 | Increase in deposits paid | ( 11,963 ) | ( 5 ) |
| B03800 | Decrease in deposits paid | - | 1,332 |
| B04500 | Acquisition of intangible assets | ( 3,489 ) | ( 3,601 ) |
| B06800 | Decrease in other non-current assets | ( 2,176 ) | 3,254 |
| B07100 | Increase in prepayments for equipment | ( 39,695 ) | ( 5,448 ) |
| BBBB | Net cash outflow from investing activities | ( 5,249,012 ) | ( 1,384,777 ) |
| Cash flow from fundraising activities | |||
| C00100 | Increase in short-term loans | 8,427,756 | 4,486,100 |
| C00200 | Decrease in short-term loans | ( 4,863,000 ) | ( 3,783,600 ) |
| C00500 | Increase in short-term notes payable | 193,000 | 41,000 |
| C00600 | Decrease in short-term notes payable | ( 193,000 ) | ( 41,000 ) |
| C01200 | Convertible bonds issued | 2,041,809 | - |
| C01700 | Repayment of long-term borrowings | ( 42,431 ) | - |
| C03000 | Increase in deposits received | 136 | - |
| C03100 | Decrease in deposits received | ( 15 ) | ( 124 ) |
| C04020 | Repayment of principal of lease | ( 57,223 ) | ( 34,205 ) |
| C04500 | Distribution of cash dividends | ( 308,785 ) | ( 393,000 ) |
| C05100 | Transfer of treasury stocks to employees | 29,481 | - |
| C05800 | Decrease in non-controlling interest | ( 131,801 ) | ( 111,063 ) |
| CCCC | Net cash outflow from fundraising activities | 5,095,927 | 164,108 |
| DDDD | Effect of changes in exchange rate on cash and cash equivalents | 25,185 | 32,766 |
| EEEE | Increase in cash and cash equivalents | 605,596 | 171,014 |
| E00100 | Starting balance of cash and cash equivalents | 2,032,809 | 1,861,795 |
| E00200 | Ending balance of cash and cash equivalents | $ 2,638,405 | $ 2,032,809 |
The notes attached hereto constitute part of this consolidated financial report.
Chairman: Wang Chun-Tung
President: Wang Chun-Tung
Accounting Manager: Chen Fang-Ting
CPA's Audit Report
To Compucase Enterprise Co., Ltd.:
Audit opinions
We have audited the accompanying standalone financial statements of Compucase Enterprise Co., Ltd. (the "Corporation"), which comprise the standalone balance sheets as of December 31, 2025 and 2024, the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the standalone financial statements, including a summary of significant accounting policies (collectively referred to as the "standalone financial statements").
In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Corporation as of December 31, 2025 and 2024, its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters of the Corporation's standalone financial statements for the year ended December 31, 2025 are stated as follows:
Truthfulness of the recognition of revenues from certain customers
Compucase Enterprise Co., Ltd. in fiscal year 114 of the Republic of China calendar, sales revenue from certain customers increased significantly compared with the previous year, and the average collection period was not consistent with the credit terms granted. Accordingly, in accordance with auditing standards regarding the presumption that revenue recognition constitutes a significant risk, we identified the authenticity of sales revenue recognition from such specific customers as a key audit matter.
The main audit procedures conducted by us include:
I. Understanding and sample testing of the effectiveness of the design and implementation of internal controls related to the recognition of revenues.
II. Sampling in the statements of sales revenues from certain customers and reviewing shipment certificates to confirm if such revenues have actually occurred.
III. Reviewing samples of payment receipts to check if the payers match the purchasers.
Acquisition of Investment in a Subsidiary
In fiscal year 114, Wistron Technology Corporation acquired 100% equity ownership of Amber Investment Partners Limited. Due to the special nature of the transaction and its significance during the year, we identified this acquisition transaction as a key audit matter in our audit.
The principal audit procedures performed by us included the following:
I. We obtained an understanding of the Company’s procedures and internal controls related to the acquisition or disposal of assets and assessed whether the design and implementation of such internal controls were effective.
II. We inspected the acquisition agreement and payment supporting documents and verified whether the related accounting treatment was appropriate.
III. We obtained the purchase price allocation report, evaluated the independence, professional competence, and qualifications of the external expert engaged by management, and engaged valuation specialists to review the reasonableness of the valuation methods and key assumptions adopted in the purchase price allocation report.
Other Matter
In the standalone financial statements of Compucase Enterprise Co., Ltd. for fiscal year 114, the financial statements of certain investee companies accounted for using the equity method were audited by other auditors. Accordingly, the opinion expressed by us on the standalone financial statements, insofar as it relates to the amounts of investments accounted for using the equity method and the related share of profit or loss, is based on the audit reports issued by those other auditors.
As of December 31, 114, the carrying amount of the aforementioned investments accounted for using the equity method was NT$1,457,516 thousand, representing 18% of total assets. In addition, the share of comprehensive income recognized under the equity method for the period from January 1 to December 31, 114 amounted to a gain of NT$191,503 thousand, representing (29)% of total comprehensive income. Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the Corporation’s financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
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Auditors' Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a
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manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the standalone financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Taiwan
CPA Wang Teng-Wei
No. of Approval Document from the Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. 1100356048
CPA Li Chi-Chen
No. of Approval Document from the Securities and Futures Commission Tai-Cai-Zheng-Liu-Zi No. 0920123784
March 12, 2026
Compucase Enterprise Co., Ltd. and Subsidiaries
Standalone Balance Sheet
Unit: NTD thousand
| Code | Asset | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 673,360 | 7 | $ 1,484,324 | 19 |
| 1136 | Financial assets measured at amortized cost – current (Notes 4, 8 and 31) | 520,000 | 6 | 180,318 | 2 |
| 1170 | Accounts receivable (Notes 4, 9 and 23) | 1,199,168 | 13 | 1,395,485 | 18 |
| 1180 | Accounts receivable – related parties (Notes 4,9, 23and 30) | 72,127 | 1 | 44,373 | 1 |
| 1200 | Other receivables (Notes 4) | 71,763 | 1 | 24,830 | - |
| 1210 | Other receivables – related parties (Notes 4 and 30) | 51,044 | 1 | 3,264 | - |
| 130X | Inventory (Notes 4 and 10) | 226,866 | 2 | 283,314 | 4 |
| 1410 | Prepayments | 2,447 | - | 4,342 | - |
| 1479 | Other current assets | 4,815 | - | 2,214 | - |
| 11XX | Total current assets | 2,821,590 | 31 | 3,422,464 | 44 |
| Non-current assets | |||||
| 1550 | Investment under the equity method (Notes 4 and 11) | 6,036,023 | 66 | 4,072,869 | 52 |
| 1600 | Property, plant and equipment (Notes 4 and 12) | 212,391 | 2 | 205,584 | 3 |
| 1755 | Right-of-use assets (Notes 4 and 13) | 4,453 | - | 5,565 | - |
| 1760 | Net investment property (Notes 4 and 14) | 53,018 | 1 | 53,018 | 1 |
| 1780 | Intangible assets (Notes 4 and 15) | 3,516 | - | 3,907 | - |
| 1840 | Deferred income tax assets (Notes 4 and 25) | 20,499 | - | 10,808 | - |
| 1915 | Prepayments for equipment | 4,481 | - | 5,154 | - |
| 1920 | Deposits paid (Note 4) | 5,284 | - | 1,303 | - |
| 15XX | Total non-current assets | 6,339,665 | 69 | 4,358,208 | 56 |
| 1XXX | Total assets | $ 9,161,255 | 100 | $ 7,780,672 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term loans (Notes 16) | $ 1,040,760 | 11 | $ 1,816,000 | 23 |
| 2130 | Contract liabilities – current (Note 23 and 30) | 25,774 | - | 82,741 | 1 |
| 2170 | Accounts payable (Note 16) | 232,861 | 3 | 301,639 | 4 |
| 2180 | Accounts payable – related parties (Notes 23 and 30) | 1,996,686 | 22 | 1,807,967 | 23 |
| 2219 | Other payables (Note 18) | 161,051 | 2 | 219,412 | 3 |
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| 2220 | Other payables – related parties (Note 18 and 30) | 6,800 | - | 211,203 | 3 |
|---|---|---|---|---|---|
| 2230 | Current income tax liabilities (Notes 4 and 25) | 132,100 | 1 | 17,855 | - |
| 2250 | Liability provision – current (Notes 4 and 20) | 45,363 | - | 26,430 | - |
| 2280 | Lease liabilities – current (Notes 4 and 13) | 1,032 | - | 969 | - |
| 2399 | Other current liabilities | 46,541 | 1 | 38,910 | 1 |
| 21XX | Total current liabilities | 3,688,968 | 40 | 4,523,126 | 58 |
| Non-current liabilities | |||||
| 2500 | Non-current financial liabilities at fair value through profit or loss (Notes 4, 7 and 17) | 26,800 | - | - | - |
| 2530 | Corporate bonds payable (Notes 4 and 17) | 1,868,512 | 21 | - | - |
| 2570 | Deferred income tax liabilities (Notes 4, 5 and 25) | 324 | - | - | - |
| 2580 | Lease liabilities – non-current (Notes 4 and 13) | 3,564 | - | 4,596 | - |
| 2640 | Net defined benefit liabilities – non-current (Notes 4 and 21) | 3,628 | - | 5,974 | - |
| 2645 | Deposits received | 491 | - | 491 | - |
| 2650 | Credit balance arising from investments accounted for under the equity method (Note 11) | 1,077,872 | 12 | - | - |
| 25XX | Total non-current liabilities | 2,981,191 | 33 | 11,061 | - |
| 2XXX | Total liabilities | 6,670,159 | 73 | 4,534,187 | 58 |
| Equity (Notes 4 and 22) | |||||
| 3100 | Share capital | 1,132,856 | 12 | 1,132,856 | 14 |
| 3200 | Capital reserves | 637,189 | 7 | 441,767 | 6 |
| Retained earnings | |||||
| 3310 | Legal reserves | 610,471 | 7 | 558,587 | 7 |
| 3320 | Special reserves | 184,008 | 2 | 316,024 | 4 |
| 3350 | Undistributed earnings | ( 111,646 ) | ( 1 ) | 1,010,791 | 13 |
| 3300 | Total retained earnings | 682,833 | 8 | 1,885,402 | 24 |
| 3400 | Other equity | 38,218 | - | ( 184,008 ) | ( 2 ) |
| 3500 | Treasury stocks | - | - | ( 29,532 ) | - |
| 3XXX | Total equity | 2,491,096 | 27 | 3,246,485 | 42 |
| Total liabilities and equity | $ 9,161,255 | 100 | $ 7,780,672 | 100 |
The notes attached hereto constitute part of this standalone financial report.
Chairman: Ko Chi-Yuan
President: Wang Chun-Tung
Accounting Manager: Chen Fang-Ting
Compucase Enterprise Co., Ltd. and Subsidiaries
Standalone Statement of Comprehensive Income
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Operating revenue (Notes 4, 23 and 30) | $ 6,921,523 | 100 | $ 5,699,364 | 100 |
| 5110 | Operating cost (Notes 10, 24 and 30) | ||||
| 5900 | Gross operating profit | 6,093,420 | 88 | 5,025,947 | 88 |
| 5910 | Unrealized profits with subsidiaries | ||||
| 5920 | Realized profits with subsidiaries | 828,103 | 12 | 673,417 | 12 |
| 5950 | Realized gross operating profit | ||||
| Operating expense (Notes 9, 24 and 30) | 1,618 | - | ( 1,616 ) | - | |
| 6100 | Marketing expense | ||||
| 6200 | Management expense | 1,616 | - | 459 | - |
| 6300 | R&D expense | ||||
| 6450 | Expected credit Impairment loss | 831,337 | 12 | 672,260 | 12 |
| 6000 | Total operating expenses | ||||
| 6900 | Net operating profit | ||||
| Non-operating revenues, expenses and losses (Notes 4, 24, 30 and 33) | 329,069 | 5 | 316,872 | 6 | |
| 7100 | Interest income | 102,886 | 1 | 108,018 | 2 |
| 7010 | Other incomes | 64,492 | 1 | 67,022 | 1 |
| 7020 | Other profits and losses | ( 6,375 ) | - | 4,979 | - |
| 7050 | Financial cost | 490,072 | 7 | 496,891 | 9 |
| 7070 | Share of interests of subsidiaries accounted for using the equity method | ||||
| 7000 | Total non-operating revenues and expenses | 341,265 | 5 | 175,369 | 3 |
| 7900 | Pre-tax net profit | ||||
| 39,710 | - | 31,478 | - | ||
| 7950 | Income tax expenses (Notes 4 and 25) | 51,229 | 1 | 36,749 | 1 |
| 8200 | Net profit in the current year | ( $ 894,320 ) | ( 13 ) | $ 517,876 | 9 |
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| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income | |||||
| (Notes 4,21, 22 and 25) | |||||
| Items not reclassified as profit or loss | |||||
| 8311 | Remeasurement of defined benefits plans | ( 234) | - | 159 | - |
| 8330 | Share of other comprehensive income of subsidiaries accounted for using the equity method | 724 | - | 832 | - |
| 8349 | Income tax related to items not reclassified | 46 | - | ( 32) | - |
| 8310 | 536 | - | 959 | - | |
| Items likely to be subsequently reclassified as profit or loss | |||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | 214,715 | 3 | 88,050 | 1 |
| 8380 | Share of other comprehensive income of subsidiaries accounted for using the equity method | 7,511 | - | 43,967 | 1 |
| 8360 | 222,226 | 3 | 132,017 | 2 | |
| 8300 | Other comprehensive income (net after-tax) in the current year | 222,762 | 3 | 132,976 | 2 |
| 8500 | Total comprehensive income in the current year | ($ 671,558) | ( 10) | $ 650,852 | 11 |
| EPS (Note 26) | |||||
| 9750 | Basic | ($ 7.93) | $ 4.61 | ||
| 9850 | Diluted | ( 7.93) | 4.58 |
The notes attached hereto constitute part of this standalone financial report.
Chairman: Wang Chun-Tung
President: Wang Chun-Tung
Accounting Manager: Chen Fang-Ting
Compucase Enterprise Co., Ltd. and Subsidiaries
Standalone Statement of Changes in Equity
Unit: NTD thousand
| Share capital | Capital reserves | Retained earnings | Other equity | Treasury stocks | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserves | Special reserves | Undistributed earnings | Exchange differences on translation of financial statements of foreign operations | Unrealized profit/loss on financial assets measured at fair value through other comprehensive income | Total | ||||||
| A1 | January 1, 2024 | $1,132,856 | $441,767 | $498,004 | $254,240 | $1,007,323 | ($250,621) | ($65,404) | ($316,025) | ($29,532) | $2,988,633 |
| Appropriations of earnings (Note 19) | |||||||||||
| B1 | Legal reserve | - | - | 60,583 | - | (60,583) | - | - | - | - | - |
| B3 | Special reserve | - | - | - | 61,784 | (61,784) | - | - | - | - | - |
| B5 | Cash dividends to stockholders - NT$3.5 per share | - | - | - | - | (393,000) | - | - | - | - | (393,000) |
| D1 | Net Income | - | - | - | - | 517,876 | - | - | - | - | 517,876 |
| D3 | Other comprehensive income, net of income tax | - | - | - | - | 959 | 132,017 | - | 132,017 | - | 132,976 |
| D5 | Total comprehensive income | - | - | - | - | 518,835 | 132,017 | - | 132,017 | - | 650,852 |
| Z1 | Balance on December 31, 2024 | ||||||||||
| Appropriations of earnings (Note 19) | |||||||||||
| B1 | Legal reserve | - | - | 51,884 | - | (51,884) | - | - | - | - | - |
| B3 | Special reserve | - | - | - | (132,016) | 132,016 | - | - | - | - | - |
| B5 | Cash dividends to stockholders - NT$2.73 per share | - | - | - | - | (308,785) | - | - | - | - | (308,785) |
| C5 | Equity component of convertible bonds issued by the Company (Notes 17 and 22) | - | 156,623 | - | - | - | - | - | - | - | 156,623 |
| D1 | Net Income | - | - | - | - | (894,320) | - | - | - | - | (894,320) |
| D3 | Other comprehensive income, net of income tax | - | - | - | - | 536 | 222,226 | - | 222,226 | - | 222,762 |
| D5 | Total comprehensive income | - | - | - | - | (893,784) | 222,226 | - | 222,226 | - | (671,558) |
| N1 | hare-based payment transactions (Notes 22 and 27) | - | 38,799 | - | - | - | - | - | - | 29,532 | 68,331 |
| Z1 | December 31, 2025 | $1,132,856 | $637,189 | $610,471 | $184,008 | ($111,646) | $103,622 | ($65,404) | $38,218 | $- | $2,491,096 |
The notes attached hereto constitute part of this standalone financial report.
Chairman: Wang Chun-Tung
President: Wang Chun-Tung
Accounting Manager: Chen Fang-Ting
Compucase Enterprise Co., Ltd. and Subsidiaries
Standalone Statements of Cash Flows
(In Thousands of New Taiwan Dollars)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| A10000 | Pre-tax net profit in the current year | ($ 682,875) | $ 569,691 |
| A20000 | Profits, expenses and losses: | ||
| A20100 | Depreciation expense | 29,529 | 26,898 |
| A20200 | Amortization expense | 830 | 1,007 |
| A20300 | Profit on reversal of expected credit impairment loss | ( 6,375) | 4,979 |
| A20400 | Net loss on financial assets and liabilities at fair value through profit or loss (FVTPL) | 4,200 | - |
| A20900 | Financial cost | 46,292 | 19,805 |
| A21200 | Interest income | ( 39,710) | ( 31,478) |
| A21900 | Share-based payments | 38,850 | 48 |
| A22400 | Share of losses(profit) of associates accounted for using the equity method | 1,054,407 | ( 318,572) |
| A23900 | Unrealized profits with subsidiaries | 18,933 | 13,861 |
| A24000 | Realized profits with subsidiaries | 8,715 | 17,439 |
| A24600 | Provision of liabilities | ( 3,609) | 2,995 |
| A24500 | Provision of refund liabilities | 46,292 | 19,805 |
| A29900 | Others | ( 39,710) | ( 31,478) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31150 | Accounts receivable | 202,692 | 417,075 |
| A31160 | Accounts receivable – related parties | ( 27,754) | ( 10,609) |
| A31180 | Other receivables | ( 47,788) | 1,342 |
| A31190 | Other receivables – related parties | ( 47,780) | 345 |
| A31200 | Inventory | 60,057 | ( 23,418) |
| A31230 | Prepayments | 1,895 | ( 1,190) |
| A31240 | Other current assets | ( 2,601) | 2,527 |
| A32125 | Contract liabilities | ( 56,967) | 46,852 |
| A32150 | Accounts payable | ( 68,778) | 177,966 |
| A32160 | Accounts payable – related parties | 188,719 | 8,647 |
| A32180 | Other payables | ( 45,069) | 25,284 |
| A32190 | Other payables – related parties | ( 204,403) | 8,798 |
| A32230 | Other current liabilities | ( 1,084) | ( 3,921) |
| A32240 | Net defined benefit liabilities | ( 2,580) | ( 437) |
| A33000 | Cash generated from operations | 414,512 | 957,091 |
| A33100 | Interest received | 40,565 | 29,890 |
| A33300 | Interest paid | ( 51,173) | ( 19,552) |
| A33500 | Income tax paid | ( 106,521) | ( 113,435) |
| AAAA | Net cash inflow from operating activities | 297,383 | 853,994 |
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| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from investing activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | ($ 520,000) | ($ 223,666) |
| B00050 | Disposal of financial assets measured at amortized cost | 180,318 | 83,265 |
| B01800 | Acquisition of investments accounted for using the equity method | ( 2,445,808) | - |
| B02700 | Acquisition of property, plant and equipment | ( 8,456) | ( 15,931) |
| B03700 | Increase in guarantee deposits paid | ( 3,981) | - |
| B07100 | Increase in prepayments for equipment | 732,303 | 126,937 |
| B07600 | Dividends received | ( 2,094,643) | ( 30,522) |
| BBBB | Net cash inflows from investing activities | ($ 520,000) | ($ 223,666) |
| Cash flows from (used in) financing activities | |||
| C00100 | Increase in short-term loans | 3,830,760 | 4,306,000 |
| C00200 | Decrease in short-term loans | ( 4,606,000) | ( 3,688,500) |
| C01200 | Issuance of convertible bonds | 2,041,809 | - |
| C03700 | Increase in other payables – related parties | ( 969) | ( 905) |
| C03800 | Decrease in other payables – related parties | ( 308,785) | ( 393,000) |
| C04020 | Repayment of principal of lease | 29,481 | - |
| C04500 | Distribution of cash dividends | 986,296 | 115,946 |
| C05100 | Treasury shares sold to employees | 3,830,760 | 4,306,000 |
| CCCC | Net cash flows from (used in) financing activities | ( 4,606,000) | ( 3,688,500) |
| EEEE | Increase (Decrease) in cash and cash equivalents in the current year | ( 810,964) | 939,418 |
| E00100 | Starting balance of cash and cash equivalents | 1,484,324 | 544,906 |
| E00200 | Ending balance of cash and cash equivalents | $ 673,360 | $ 1,484,324 |
The notes attached hereto constitute part of this standalone financial report.
Chairman: Wang Chun-Tung
President: Wang Chun-Tung
Accounting Manager: Chen Fang-Ting
Appendix 2. Table of Comparison on Amended Provisions of the "Regulations Governing Loaning of Funds to Others"
| After amendment: | Before amendment: | Note |
|---|---|---|
| 2. Scope |
2.1 The Company shall not make loans to shareholders or any other persons, except for the following:
(1) Companies or firms that have business dealings with the Company;
(2) Companies or firms that need short-term financing.
2.2 The term “short-term” as used in the preceding paragraph means one year. However, if the Company’s operating cycle exceeds one year, the operating cycle shall apply. | 2. Scope
2.1 These Regulations apply to companies and firms that have business dealings with the Company or have a need for short-term financing and request the loan of funds from the Company based on operational needs.
2.2 These Regulations apply to all subsidiaries of the Company. The term “short-term” as used in the preceding paragraph means one year. However, if the Company’s operating cycle exceeds one year, the operating cycle shall apply. | Text modification of relevant provisions to make the procedures more explicit. |
| 3.3 Approval authority: The limit of funds loaned by the Company to others shall be subject to the approval of the Board of Directors. The Chairman may be authorized to make multiple drawdowns or revolving use of funds to the same borrower within a specific limit and a period not exceeding one year as resolved by the Board of Directors. The amount shall not exceed 10% of the Company’s net worth in the most recent financial statements, unless it meets the provisions of 4.1.3. Any change to the loan limit shall be subject to the resolution of the Board of Directors. If the responsible person of the Company violates the provisions of 2.1 Borrower, 4.1 Limit of loans, or 4.2 Duration of loans, he/she shall bear joint and several liability with the borrower for repayment; if the Company suffers damage, the responsible person also shall be | 3.3 Approval authority: The limit of funds loaned by the Company to others shall be subject to the approval of the Board of Directors. The Chairman may be authorized to make multiple drawdowns or revolving use of funds to the same borrower within a specific limit and a period not exceeding one year as resolved by the Board of Directors. However, the amount shall not exceed 10% of the Company’s net worth in the most recent financial statements. Any change to the loan limit shall be subject to a resolution of the Board of Directors. If the responsible person of the Company violates the provisions of 4.1 Limit of loans or 4.2 Duration of loans, he/she shall bear joint and several liability with the borrower for repayment; if the Company suffers damage, the responsible person also shall be liable for the damage compensation. | Text modification of relevant provisions to make the procedures more explicit. |
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| liable for the damage compensation. | ||
|---|---|---|
| 4.1.3 For lending of funds between the Company’s direct and indirect wholly-owned foreign subsidiaries, or from the Company’s direct and indirect wholly-owned foreign subsidiaries to the Company due to a short-term financing necessity, the amount shall not be subject to the limits in Subparagraph 2 of 4.1.1 and Subparagraph 2 of 4.1.2; however, the individual lending amount shall be limited to 100% of that company’s net worth, and the total lending amount shall also not exceed 100% of that company’s net worth. | 4.1.3 For lending of funds between the Company’s direct and indirect wholly-owned foreign subsidiaries, or from the Company’s direct and indirect wholly-owned foreign subsidiaries to the Company, where there is business dealings or a short-term financing necessity, the amount shall not be subject to the limits in 4.1.1; however, the individual lending amount shall be limited to 100% of that company’s net worth, and the total lending amount shall also not exceed 100% of that company’s net worth. | Text modification of relevant provisions to make the procedures more explicit. |
| 4.2 Duration of loans | ||
| 4.2.1 For companies that have business dealings with the Company, the duration of loans shall be subject to the agreed upon payment terms and, in principle, be limited to a period of one year, and extensions are not permitted. |
4.2.2 Short-term financing is limited to a period of one year or one operating cycle, and extensions are not permitted.
For lending of funds between the Company’s direct and indirect wholly-owned foreign subsidiaries, or from the Company’s direct and indirect wholly-owned foreign subsidiaries to the Company due to a short-term financing necessity, the duration is not subject to the limit above, provided that it shall not exceed three years. | 4.2 Duration of loans
4.2.1 For companies that have business dealings with the Company, the duration of loans shall, in principle, be limited to a period of one year from the drawdown date. If an extension is required, the applicant shall submit an “official document form” detailing the reasons for the extension in advance, which must be approved by the Chairman and submitted to the Board of directors for approval.
4.2.2 Short-term financing is limited to a period of one year or one operating cycle, and extensions are not permitted.
For lending of funds between the Company’s direct and indirect wholly-owned foreign subsidiaries, or from the Company’s direct and indirect wholly-owned foreign subsidiaries to the Company, the duration is not subject to the limit, provided that it shall not exceed three years. The | Text modification of relevant provisions to make the procedures more explicit. |
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| duration may be extended upon the approval of the Board of Directors as needed. | ||
|---|---|---|
| 5.1 Operating procedures | 5.1 Operating procedures | Text consolidation and modification of relevant provisions to make the procedures more explicit and avoid overlapping texts. |
| 5.1.1 Procedures | ||
| 5.1.1.1 The borrower shall attach the relevant company documents and necessary financial information, state the use of the funding, and submit the application to the Company in writing. | 5.1.1.1 The applicant shall complete an “official document form” detailing the entity name, amount, reason, duration, necessity, reasonableness, collateral, interest calculation method, and expected recovery of the funding. The form shall be submitted to the Chairman for approval after being signed by the Finance Department based on the assessment result obtained in accordance with the review procedures under 5.1.2, and then submitted to the Board of Directors for approval and further determination of the amount. | |
| 5.1.1.2 The applicant shall complete an “official document form” detailing the entity name, amount, reason, duration, necessity, reasonableness, collateral, interest calculation method, and expected recovery of the funding. The form shall be submitted to the Chairman for approval after being signed by the Finance Department based on the assessment result obtained in accordance with the review procedures under 5.1.2, and then submitted to the Board of Directors for approval and further determination of the amount. | 5.1.1.2 Use of funds: Once the amount of funds has been determined by the Board of Directors, the Chairman shall be authorized to carry out the loaning process. | |
| 5.1.1.3 Use of funds: Once the amount of funds has been determined by the Board of Directors, the borrower has signed the contract, and the registration of the creation of the pledge (mortgage) has been completed (if applicable), the appropriation of funds can be made by the financial/accounting department after all procedures are verified and correct. | 5.1.1.3 Where the Company has appointed independent directors, each independent director’s opinion on the Company’s loaning of funds to others shall be taken into full consideration. If an independent director expresses any objection or reservation, it shall be noted in the minutes of the Board of Directors meeting. |
| 5.1.1.4 The financial/accounting unit shall prepare a register for fund-loaning activities. After loaning of funds is resolved by the Board of Directors, the following information shall be truthfully recorded: borrower, amount, date of approval by the Board of Directors, lending/borrowing date, and matters to be carefully evaluated under the review procedures. | ||
|---|---|---|
| 5.1.4 Loan exceeding the limit: Where, due to change of circumstances, the borrower fails to meet the requirements or the loan balance exceeds the limit, HEC shall adopt a corrective plan and submit it to the independent directors, as well to the Audit Committee if such a committee is in place, and complete the correction according to the planned schedule. | 5.1.4 Loan exceeding the limit: Where, due to change of circumstances, the borrower fails to meet the requirements or the loan balance exceeds the limit, HEC shall adopt a corrective plan and submit it to the independent directors, and complete the correction according to the planned schedule. | Text modification of relevant provisions to make the procedures more explicit. |
| 5.2.2 If a subsidiary of the Company intends to lend funds to others, the subsidiary shall also formulate its “Regulations Governing Loaning of Funds to Others,” which shall be reported to its Board of Directors for adoption and to its shareholders’ meeting for approval before implementation, in accordance with the relevant provisions of these Regulations; however, the net worth shall be calculated based on the net worth of the subsidiary. | 5.2.2 If a subsidiary of the Company intends to lend funds to others, the matter shall be processed according to these Regulations; however, the net worth shall be calculated based on the net worth of the subsidiary. | Text modification of relevant provisions to make the procedures more explicit. |
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Appendix 3. Table of Comparison on Amended Provisions of the “Regulations Governing Procedures of Endorsements/Guarantees”
| After amendment: | Before amendment: | Note |
|---|---|---|
| 4.3.1 The total amount of endorsements/guarantees provided by HEC for others shall not exceed 500% of the net worth in the most recent financial statements, and the total endorsements/guarantees provided by all consolidated subsidiaries shall also be limited to 500% of the net worth in the most recent financial statements. | 4.3.1 The total amount of endorsements/guarantees provided by HEC for others shall not exceed 200% of the net worth in the most recent financial statements, and the total endorsements/guarantees provided by all consolidated subsidiaries shall also be limited to 200% of the net worth in the most recent financial statements. | Amend the limits of the total amount of endorsements/guarantees. |
| 4.3.2 The endorsement/guarantee limit provided by HEC for a single enterprise shall not exceed 250% of the net worth in the most recent financial statements, and the endorsement/guarantee limit provided by all consolidated subsidiaries for a single enterprise shall also be limited to 250% of the net worth in the most recent financial statements. | 4.3.2 The endorsement/guarantee limit provided by HEC for a single enterprise shall not exceed 150% of the net worth in the most recent financial statements, and the endorsement/guarantee limit provided by all consolidated subsidiaries for a single enterprise shall also be limited to 150% of the net worth in the most recent financial statements. | Amend the limits of the individual amount of endorsements/guarantees. |
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Appendix 4. Articles of Incorporation
Compucase Enterprise Co., Ltd. Articles of Incorporation
Chapter 1. General Provisions
Article 1. This company has been incorporated in accordance with the provisions of the Company Act governing companies limited by shares under the Chinese name of “倭訓科技股份有限公司” and the English name of “Compucase Enterprise Co., Ltd.” (“HEC”).
Article 2. The scope of business of HEC shall be as follows:
I. CD01030 Motor Vehicles and Parts Manufacturing
II. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
III. CA02990 Other Metal Products Manufacturing
IV. CC01080 Electronics Components Manufacturing
V. CC01110 Computer and Peripheral Equipment Manufacturing
VI. CC01120 Data Storage Media Manufacturing and Duplicating
VII. F113010 Wholesale of Machinery
VIII. F113020 Wholesale of Electrical Appliances
IX. F113050 Wholesale of Computers and Clerical Machinery Equipment
X. F119010 Wholesale of Electronic Materials
XI. F199990 Other Wholesale Trade
XII. CN01010 Furniture and Decorations Manufacturing
XIII. F108031 Wholesale of Medical Devices
XIV. CF01011 Medical Devices Manufacturing
XV. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3. HEC shall be headquartered in Tainan City, Taiwan, and may establish any domestic or foreign branch by a resolution of the Board of Directors in accordance with the law if necessary.
Article 4. Deleted
Article 5. Where HEC is a shareholder with limited liability at another company, the Board of Directors may be authorized to make an investment without its total amount being subject to the restrictions under Article 13 of the Company Act.
Article 6. HEC may, if necessary for business, provide guarantees (including endorsements) to third parties in accordance with its regulations governing endorsements/guarantees.
Chapter 2. Shares
Article 7. The total capital of HEC shall be NTD1.5 billion, divided into 150 million shares at NTD10 per share, with the Board of Directors authorized to issue them in tranches. Of the foregoing amount, NTD60 million shall be reserved for the issuance of employees' stock warrants for a total of 6 million shares at a par value of NTD10 per share, with the Board of Directors authorized to issue them in tranches.
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Article 8. All shares of HEC shall be registered.
All shares and other securities issued by HEC shall be non-physical and do not require the printing of share certificates, provided that they are registered with a securities depository institution.
Article 9. Share-related matters of HEC shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies and other applicable laws and regulations promulgated by the competent authority.
Article 10. Any transfer of shares shall be suspended within sixty days prior to an annual shareholders’ meeting or thirty days prior to a special shareholders’ meeting, or within five days prior to the record date determined by HEC for distribution of dividends and bonuses or other interests.
Chapter 3. Shareholders’ Meeting
Article 11. A shareholders’ meeting may be convened on an annual or special basis. An annual meeting shall be convened each year by the Board of Directors within six months after the end of each fiscal year as required by law. A special meeting shall, if necessary, be convened in accordance with the law.
Article 11-1. A shareholders’ meeting may be held by video conference or in any other manner announced by the Ministry of Economic Affairs.
Article 12. Any shareholder who, for whatever reason, is unable to attend a shareholders’ meeting may appoint a proxy to attend the meeting by submitting a letter of attorney in accordance with Article 177 of the Company Act.
Article 13. If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall serve as the chair. Where the Vice Chairman is also on leave or unable to perform his/her duties for whatever reason, the Chairman shall appoint a director to act on his/her behalf. Where the Chairman has failed to make such appointment, the directors shall select one of them to act on his/her behalf. If it convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 14. A shareholder shall have one voting right for each share held, except for shares held in accordance with Article 179 of the Company Act.
Article 15. Unless otherwise provided by the Company Act and this Articles of Incorporation, any resolution of a shareholders’ meeting shall be approved by a majority of the voting rights of the attending shareholders with the attendance of shareholders representing a majority of the total outstanding shares.
Article 16. Resolutions of a shareholders’ meeting shall be recorded in meeting minutes, including the date and location of the meeting, the number of shares represented by attending shareholders, the name of the chairperson, the methods of resolution and the summary and outcome of the meeting. Such meeting minutes shall be signed or sealed by the chairperson and distributed to all shareholders within twenty days after the meeting. The meeting minutes may be distributed via an announcement, and shall be retained at HEC together with the sign-in book or attendance cards for attending shareholders and the letters of attorney for attendance by proxy.
Chapter 4. Directors
Article 17. HEC shall have seven to eleven directors who shall be elected by a shareholders’ meeting from legally capable persons for a three-year term, and may be re-elected.
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The directors under the preceding paragraph shall include no less than three independent directors, at least one of whom shall be specialized in accounting or finance.
Elections of the directors (including independent directors) of HEC shall be conducted under a candidate nomination system. Acceptance of the nomination of candidates shall be subject to Article 192-1 of the Company Act.
The professional qualifications, shareholdings, restrictions on concurrent employment, determination of independence, methods of nomination and election and other requirements for independent directors shall be subject to the relevant regulations of the competent authority for securities.
HEC may purchase liability insurance for all directors during their term of office.
HEC shall, in accordance with Article 14-4 of the Securities and Exchange Act, establish an Audit Committee composed of all independent directors. The composition, powers, rules of procedure and other requirements of the Audit Committee shall be subject to the relevant regulations of the competent authority for securities.
Article 18. Where at least one-third of seats of directors are vacant or where all independent directors have been discharged, the Board of Directors shall convene a special shareholders' meeting within sixty days to hold a by-election to fill the vacancies, whose term shall only continue until the expiration of the original term.
Article 19. In case of failure to hold a new election in time upon expiration of the term of directors, they may continue to perform duties until new directors have been elected and taken office.
Article 20. The Board of Directors shall be composed of directors, with a Chairman elected from them by a majority of the attending directors with the attendance of at least two-thirds of all directors. A Vice Chairman may also be elected. The Board of Directors shall conduct all affairs of HEC pursuant to the law, the Articles of Incorporation and the resolutions of shareholders' meetings and the Board of Directors, and may establish functional committees for the purposes of improving supervisory functions and enhancing management capabilities.
A notice shall be sent to all directors in writing, via e-mail or by fax seven days prior to a Board of Directors meeting.
In the event of an emergency, such a meeting may be convened at any time with a notice sent in writing, via e-mail or by fax.
Article 21. The operating policies and other important matters of HEC shall be determined by the Board of Directors. All meetings of the Board of Directors shall be convened and chaired by the Chairman, except for the first meeting of each term of the Board of Directors, which shall be convened in accordance with Article 203 of the Company Act. Where the Chairman is on leave or unable to perform his/her duties for whatever reason, the Vice Chairman shall act on his/her behalf. Where the Vice Chairman is also on leave or unable to perform his/her duties for whatever reason, the Chairman shall appoint a director to act on his/her behalf. Where the Chairman has failed to make such appointment, the directors shall select one of them to act on his/her behalf.
Article 22. Unless otherwise provided by the Company Act, any resolution of the Board of Directors shall be approved by a majority of the attending directors with the attendance of a majority of directors. Any director who, for whatever reason, is unable to attend a Board of Directors meeting may appoint another director to attend the meeting as his/her proxy in accordance with Article 205 of the Company Act, provided that such a proxy may act on behalf of only one director.
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Article 23. Resolutions of a Board of Directors meeting shall be recorded in meeting minutes, which shall be signed or sealed by the chairperson and distributed to all directors within 20 days after the meeting. The meeting minutes shall indicate the date and location of the meeting, the name of the chairperson, the methods of resolution and the summary and outcome of the meeting, and shall be retained at HEC together with the sign-in book for attending shareholders and the letters of attorney for attendance by proxy.
Article 24. Deleted
Article 24-1 The Board of Directors shall be authorized to determine the remuneration for all directors of HEC based on the general standards of peer companies.
Chapter 5. Managers and Officers
Article 25. HEC may appoint managers, whose appointment, discharge and remuneration shall be subject to resolutions approved by a majority of the directors attending a Board of Directors meeting with the attendance of a majority of all directors.
Article 26. Deleted
Article 27. Deleted
Chapter 6. Chapter 6 Final Accounts
Article 28. Upon closing of each fiscal year, the Board of Directors shall prepare the following forms and documents and submit them to the shareholders' meeting for adoption. However, if the Securities and Exchange Act or other laws provide otherwise, then it shall be governed by their provisions. 1. Business report. 2. Financial statements. 3. Surplus earning distribution or loss off-setting proposals.
Article 29. Where HEC has a profit in a year, it shall allocate 2% to 10% thereof as the remuneration for employees, which shall be distributed in stock or cash subject to a resolution of the Board of Directors. The recipients of such remuneration may include the employees of any domestic or foreign company controlled by or affiliated to HEC. The Board of Directors may adopt a resolution to appropriate no more than 4% of the amount of the foregoing profit as the remuneration for directors. The proposals for distribution of the remuneration for employees and directors shall be submitted in a report to a shareholders' meeting.
If HEC still has accumulated losses, an amount of the foregoing profit shall be retained to offset such losses prior to any allocation of the remuneration for employees and directors according to the percentage under the preceding paragraph.
Article 29-1 Where HEC has earnings in the final accounts of a fiscal year, it shall set aside 10% thereof as legal reserves after paying taxes and offsetting losses as legally required, unless the amount of such legal reserves equals or exceeds HEC's paid-in capital. The remaining amount of the foregoing earnings shall be set aside or reversed as special reserves. If there are still any remaining earnings, the Board of Directors shall, depending on the operating performance, retain such earnings plus the accumulated undistributed earnings, and shall prepare a proposal for distribution of earnings and submit the proposal to a shareholders' meeting for a resolution on distribution of bonuses to shareholders.
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In consideration of its future investment funding needs and its financial structure, HEC has adopted a balanced and stable dividend policy for the purposes of sustainable management and long-term development, with shareholders’ interests and other factors taken into account. Each year, no less than 10% of the distributable earnings shall be appropriated for distribution of bonuses to shareholders. No such distribution is required if the cumulative distributable earnings amount to less than 2% of the paid-in share capital. For distribution of dividends in any future year, it is expected that the amount of cash dividends distributed will be no less than 10% of the total dividends distributed in that year, and that such dividends will, based on the investment funding needs and the level of dilution of earnings per share, be distributed in stock or cash, as appropriate.
Chapter 7. Chapter 7 Supplementary Provisions
Article 30. The organizational bylaws and operational rules of HEC shall be established by the Board of Directors.
Article 31. Matters not provided in this Articles of Incorporation shall be subject to the Company Act and other applicable laws.
Article 32. This Articles of Incorporation was established on November 20, 1978.
- 1st amendment on January 4, 1979; (Omitted)
- 33rd amendment on July 27, 2021.
- 34th amendment on June 23, 2022.
- 35th amendment on June 15, 2023.
- 36th amendment on June 20, 2024.
Compucase Enterprise Co., Ltd.
Chairman: Wang Chun-Tung
Appendix 5. Rules of Procedure for Shareholders' Meeting
Compucase Enterprise Co., Ltd.
Rules of Procedure for Shareholders' Meeting
I. Unless otherwise provided by law, the procedures for a shareholders' meeting of HEC shall be governed by this Rules.
II. At a shareholders' meeting, a sign-in book shall be prepared for a shareholder to sign in; alternatively, an attending shareholder may hand in a sign-in card.
The number of attending shares shall be calculated in accordance with the number of shares in the sign-in book or sign-in cards handed in.
III. The participation and voting by shareholders shall be duly calculated based on the number of shares they hold. A shareholder shall have one voting right per share, except for shares held in accordance with Article 179 of the Company Act.
IV. The venue for a shareholders' meeting shall be in the place where HEC is located or any location easily accessible to shareholders and suitable for a shareholders' meeting. The meeting start time shall be no earlier than 9:00 a.m. and no later than 3:00 p.m.
V. Any shareholders' meeting convened by the Board of Directors shall be chaired by the Chairman. Where the Chairman is on leave or unable to perform his/her duties for whatever reason, the Vice Chairman shall act on his/her behalf. In the absence of a Vice Chairman or where the Vice Chairman is also on leave or unable to perform his/her duties for whatever reason, the Chairman shall appoint a managing director or, in the absence of any managing director, a director to act on his/her behalf. Where the Chairman has failed to make such appointment, the managing directors or directors shall select one of them to act on his/her behalf.
Where a shareholders' meeting is convened by any person other than the Board of Directors with the power to convene such a meeting, that person shall chair the meeting.
VI. HEC may appoint any attorney or CPA it has engaged or any related person to attend a shareholders' meeting in a non-voting capacity.
Members of the staff of a shareholders' meeting shall wear an identification badge or armband.
VII. HEC shall make audio or video recordings of the full process and the sign-in location of a shareholders' meeting and retain such recordings for at least one year.
VIII. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act.
If, prior to the conclusion of the meeting, the number of shares represented by the attending shareholders has reached or exceeded a majority of the total outstanding shares, the chairperson may, in accordance with Article 174 of the Company Act, call a re-vote by the meeting on any tentative resolution adopted.
IX. The agenda of any shareholders' meeting convened by the Board of Directors shall be set by the Board of Directors. The meeting shall proceed according to the set agenda, which may only be changed by a resolution of the meeting.
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The preceding paragraph shall also apply to any shareholders’ meeting convened by any person other than the Board of Directors with the power to convene such a meeting.
The chairperson may not, prior to the conclusion of the meeting on the set agenda under the preceding two paragraphs (including extempore motions), declare the meeting adjourned without a resolution.
After a meeting is adjourned, shareholders may not elect another chairperson to continue the meeting at the original or another venue. Where the chairperson has declared adjournment of a shareholders’ meeting in violation of the rules of procedure, another chairperson may be elected by a majority of the voting rights of the attending shareholders to continue the meeting.
X. Prior to giving a statement, an attending shareholder shall submit a statement note specifying the gist of his/her statement and his/her shareholder account number (or attendance card number) and account name. The chairperson shall determine the order in which the shareholder will give his/her statement.
An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder’s speech and those recorded on the slip, the contents of shareholder’s speech shall prevail.
When an attending shareholder is giving a statement, no other shareholder may interrupt by speaking without consent of the chairperson and the shareholder giving a statement. The chairperson shall stop any such interruption.
XI. Except with consent of the chairperson, no shareholder may give a statement more than twice on the same proposal, and each statement shall be given for no longer than five minutes.
If a shareholder’s statement has violated the relevant rules or gone beyond the scope of the proposal, the chairperson may stop the shareholder from continuing his/her statement.
XII. Where a corporate person is appointed as a proxy to attend a shareholders’ meeting, it may be represented by only one person at the meeting.
Where a corporate shareholder has appointed two or more representatives to attend a shareholders’ meeting, only one of them may give a statement on a proposal.
XIII. After an attending shareholder has concluded his/her statement, the chairperson may give or appoint any related person to give a response.
XIV. If the chairperson considers that a proposal discussed can be put to a vote, he/she may end the discussion thereof and submit it to a vote.
XV. For voting on proposals, the chairperson shall appoint voting monitors and tellers. A voting monitor shall be a shareholder.
Voting results shall be made known on-site immediately and recorded in writing.
XVI. During a meeting, the chairperson may announce a break at any time deemed appropriate by him/her.
XVII. Unless otherwise provided by the Company Act and the Articles of Incorporation, any proposal subject to a vote shall be approved by a majority of the voting rights represented by the attending shareholders.
Where a proposal is deemed to be approved with no objection raised after consultation by the chairperson, such approval shall be equally effective as that by voting.
XVIII. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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XIX. The chair may direct patrol personnel (or security personnel) to assist in maintaining the order of the meeting. When proctors or security personnel help maintain order at the meeting venue, they shall wear an armband bearing the word “Proctor.”
XX. This Rules or and any amendment hereto shall be implemented after approval by a shareholders’ meeting.
XXI. This Rules was established on May 5, 1999.
1st amendment on June 25, 2002.
2nd amendment on May 18, 2006.
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Appendix 6. Shareholdings by and Minimum Shareholding Requirements for Directors
- The total capital of HEC shall be NTD1.5 billion. Its paid-in capital currently amounts to NTD1,132,856,260, with 113,285,626 shares for its paid-in capital.
- HEC has elected four independent directors. The total minimum shareholdings required for directors, as set forth in the “Rules and Review Procedures for Director and Share Ownership Ratios at Public Companies” established under Article 26 of the Securities and Exchange Act, amount to 8,000,000 shares respectively.
Statement of Shareholdings by Directors
Data record date: April 24, 2026
| Title | Name | Shareholding (shares) |
|---|---|---|
| Chairman | Representative of Compucase Investment Co., Ltd.: Wang Chun-Tung | 23,835,605 |
| Director | Representative of Cheng Li Investment Co., Ltd.: Ko Chi-Yuan | 6,638,193 |
| Director | Representative of Cheng Li Investment Co., Ltd.: Chung Ding-Chun | 6,638,193 |
| Director | Representative of Compucase Investment Co., Ltd.: Wang Wei-Chi | 23,835,605 |
| Director | Representative of MiTAC International Corporation: Huang Hsiu-Ling | 10,000,000 |
| Director | Li Li-Sheng | 302,000 |
| Independent director | Chen Jung-Chao | - |
| Independent director | Chen Chin-Lung | - |
| Independent director | Wang Yu-Ling | |
| Shareholdings by Directors | 40,775,798 |
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Appendix 7. Report on Proposals from Shareholders:
Submission of proposals was open from April 13 to April 23, 2026, and there had been no proposal from shareholders with a shareholding of no less than 1%.
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