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Contrel Technology Co., Ltd. — AGM Information 2026
Jun 3, 2026
72765_rns_2026-06-03_eade5ba7-9e2a-42f9-9078-c38d8812942b.pdf
AGM Information
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Stock Code: 8064

Control Technology Co., Ltd.
Meeting Handbook for 2026 Annual General Shareholders’ Meeting (Translation)
May 28, 2026
Notice to readers
This English-version meeting agenda is a summary translation of the Chinese version. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Table of Contents
Meeting Procedure ... 1
Meeting Agenda ... 2
I. Chairperson's remarks ... 3
II. Report Items ... 3
III. Ratification Items ... 3
IV. Discussion Items ... 4
V. Election Item ... 5
VI. Other Proposals ... 5
VII. Extempore Motions ... 6
VIII. Meeting Adjourned ... 6
Attachment ... 7
Attachment 1: 2025 Business Report ... 7
Attachment 2: 2025 Audit Committee’s Review Report ... 12
Attachment 3: Status of Private Placement of Common Shares for the Year 2025 ... 13
Attachment 4: Underwriter's Evaluation Report ... 15
Attachment 5: 2025 Independent Auditor’s Report and Financial Statements ... 23
Attachment 6: 2025 Earnings Distribution Table ... 42
Attachment 7: “Articles of Incorporation” Amended Article Comparison Table ... 43
Attachment 8: List of Directors (including Independent Directors) Candidates ... 44
Attachment 9: Detailed List of Competing Trade Involvements by Director (including Independent Director) Candidates ... 45
Appendixes ... 47
Appendix 1: Articles of Incorporation (Before revision) ... 47
Appendix 2: Rules of Procedures for Shareholders’ Meeting ... 52
Appendix 3: Director Election Procedure ... 61
Appendix 4: Shareholding of All Directors ... 64
Meeting Procedure
Control Technology Co., Ltd.
2026 Annual General Shareholders' Meeting Procedures
I. Call the Meeting to Order
II. Chairperson's Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Election Item
VII. Other Proposal
VIII. Extemporary Motions
IX. Meeting Adjourned
1
Meeting Agenda
Control Technology Co., Ltd.
2026 Annual General Shareholders’ Meeting Agenda
Meeting Time : 9:00 a.m., Thursday, May 28, 2026
Place : Conference Room 101, No. 9, Nan-ke 6th Road, Southern Taiwan
Science Park, Tainan City, Taiwan
Type of Meeting : Physical Shareholders' Meeting
I. Chairperson's Remarks
II. Report Items
1. 2025 business report
2. 2025 audit committee’s review report
3. Report 2025 distribution of employees’ compensation and directors’ remuneration
4. Report on the status of private placement of common shares for 2025
III. Ratification Items
1. Adoption of 2025 business report and financial statements
2. Proposal for distribution of 2025 profits
IV. Discussion Items
1. Amendment of the "Articles of Incorporation"
V. Election Item
1. Proposal for the Re-election of Directors
VI. Other Proposal
1. To lift the non-compete restrictions for newly elected Directors and their representatives
VII. Extemporary Motions
VIII. Meeting Adjourned
I. Chairperson's remarks
II. Report Items
-
2025 Business Report
Explanation: Please refer to Attachment 1. -
2025 audit committee’s review report
Explanation: Please refer to Attachment 2. -
Report 2025 distribution of employees’ compensation and directors’ remuneration
Explanation:
The Board of Directors approved to distribute an amount of NT$14,120,000 for employees’ compensation and an amount of NT$3,890,000 for directors’ remuneration on March 6, 2026. The employees’ compensation and directors’ remuneration were to be distributed in cash. And it was proposed that 20% of the total employees’ compensation, amounting to NT$2,824,000, be allocated and distributed to entry-level employees. -
Report on the status of private placement of common shares for 2025
Explanation: - The Company's shareholders' meeting on June 5, 2025, approved the issuance of 20,000,000 shares of common stock through private placement. For the first tranche of this private placement, 20,000,000 shares were issued at a price of NT$50.88 per share. Total proceeds of NT$1,017,600,000 were raised and fully collected on March 27, 2026.
- For the implementation status of the private placement of common shares and the securities underwriter's evaluation opinion, please refer to Attachment 3 and Attachment 4.
III. Ratification Items
- Adoption of 2025 annual business report and financial statements (proposed by the Board of Directors)
Explanation: - The Company’s parent company only financial statements, and consolidated financial statements were audited by independent auditors, Ms. Xiu-Wen Chen and Mr. Jui-Hsuan Hsu, of Deloitte & Touche. The Company’s 2025 business
report and the financial statements mentioned above have been reviewed by the Audit Committee.
- Please refer to Attachment 1, 2, and 5 for the aforementioned reports.
Resolution:
2. Proposal for distribution of 2025 profits (proposed by the Board of Directors)
Explanation:
(1) The Company's 2025 earnings distribution proposal was approved by the Board of Directors on March 6, 2026. Please refer to Attachment 6.
(2) It is proposed to distribute NT$181,299,620 as the dividends to shareholders in cash, equivalent to NT$ 1.1 per share.
(3) After the adoption of the resolution at the Shareholders' Meeting, it is proposed the Shareholders' Meeting to authorize the Chairperson with the power to set the ex-dividend date and other relevant matters.
(4) Due to the change to the Company's common shares, which results in changes in shareholders' allotment of cash dividend, the Chairperson is to be authorized to adjust accordingly.
(5) The cash dividends for this distribution round will be calculated up to the nearest yuan, with any amounts below one yuan being rounded down. Any residual amounts less than one yuan will be included in the Company's other income.
Resolution:
IV. Discussion Items
1. Amendment to the "Articles of Incorporation" (proposed by the Board of Directors)
Explanation:
In accordance with Article 4 of the TPEx Directions for Compliance Requirements Regarding for the Establishment and Exercise of Powers of Boards of Directors of OTC Listed Companies, and in alignment with the company's practical operational needs, it is proposed to amend certain articles of the "Articles of Incorporation." For a comparison of the revised articles before and after the amendment, please refer to Attachment 7.
Resolution:
V. Election Item
- Proposal for the Re-election of Directors (proposed by the Board of Directors)
Explanation:
(1) The term of the Company’s 10th Board of Directors is set to expire on June 19, 2026. A comprehensive re-election will be conducted at this Annual General Shareholders’ Meeting. The newly elected Directors will serve a three-year term, effective from May 28, 2026, to May 27, 2029. The term of the incumbent Directors shall terminate upon the completion of the re-election on May 28, 2026.
(2) In accordance with the Company’s Articles of Incorporation, 7 Directors (including 3 Independent Directors) shall be elected in this election. A candidate nomination system is adopted, whereby shareholders shall elect Directors from the list of candidates. An Audit Committee shall be composed of all Independent Directors.
(3) The Board of Directors approved the list of candidates for Directors (including Independent Directors) on April 15, 2026. For details, please refer to Attachment 8.
(4) This election will be conducted in accordance with the Company's "Articles of Incorporation" and "Director Election Procedures"
Resolution:
VI. Other Proposals
- To lift the non-compete restrictions for newly elected Directors and their representatives (proposed by the Board of Directors)
Explanation:
(1) In view of the expansion of the company's business scope, it is possible that current directors of the company may concurrently hold positions as directors or executives in other companies with similar business scopes as the Company. However, their participation in the operation is beneficial and does not pose any restrictions necessary for the Company's diversification and international development.
(2) According to Article 209 of the Company Law, it is proposed to seek the
approval of the shareholders' meeting to exempt the newly elected Directors and their representatives from the aforementioned prohibition on engaging in competitive activities.
(3) Please refer to Attachment 9 for the Detailed List of Competing Trade Involvements by Director (including Independent Director) Candidates.
Resolution:
VII. Extempore Motions
VIII. Meeting Adjourned
6
Attachment
Attachment 1: 2025 Business Report
Contrel Technology Co., Ltd.
2025 Business Report
I. 2025 Business Report
Greetings to all of our valued shareholders,
We sincerely appreciate the long-term support and trust of our shareholders, which have enabled Contrel Technology to continue growing and thriving. Looking back at 2025, the global economic landscape remained volatile. Against a backdrop of cooling inflation but diverging growth across major economies, uncertainties surrounding U.S. trade and tariff policies caused fluctuations in global supply chain configurations and corporate investment decisions. Meanwhile, escalating geopolitical risks and major-power competition continued to pose challenges to international markets. On the other hand, the rapid expansion of AI applications drove growth in demand for AI servers and high-performance computing hardware. Taiwan's strategic position in the semiconductor and critical equipment supply chains became even more prominent, injecting momentum into industrial development. In response to external uncertainties and shifts in industrial structure, Contrel Technology has continued to strengthen internal management and operational resilience. We have enhanced product quality and service value, solidified existing client relationships, and proactively invested in the R&D of new processes and key technologies. These efforts aim to seize growth opportunities and ensure the Company's steady progress in a highly competitive market.
Looking ahead to 2026, the continuous expansion of global AI and High-Performance Computing will drive sustained demand for advanced packaging. Taiwan's advanced packaging capacity and equipment investment are expected to remain the core drivers of growth momentum. Leveraging our profound technical foundation in laser technology and vacuum coating, Contrel Technology continues to focus on key applications within semiconductor packaging processes. Through our self-developed process solutions and integration capabilities, we assist customers in enhancing mass production efficiency, quality stability, and yield rates, while progressively expanding into new markets and applications. Meanwhile, Micro LED remains a highly promising field with strong innovative momentum across various sectors. Contrel Technology will deepen its laser bonding technology and advance the deployment of critical equipment for mass transfer and mass repair. With our expertise in high-precision tiling, laser cutting, and automated production line integration, we are positioned to rapidly deploy mass production solutions as market conditions mature, injecting new vitality into future operations. Guided by a commitment to continuous innovation and powered by our proprietary core technologies, Contrel Technology is proactively developing equipment to meet the future demands of advanced industries while entering new business sectors with a pragmatic strategy. With the continued support of our shareholders, Contrel Technology will strive for excellence and share the fruits of our diligent operations with all shareholders, customers, and employees.
(I) 2025 business report
- Achievements of business plan
Our company specializes in precision equipment, serving industries such as semiconductor packaging and testing, Mini and Micro LED display manufacturing, LCD panel production, and logistics centers. Our product range includes full-factory automation hardware and software systems, high-precision laser micro-processing applications, AI & AOI intelligent inspection and repair systems, and vacuum coating process equipment.
In the year 2025, the aforementioned equipment contributed to consolidated net operating revenue of NT$2,870,684 thousand, representing a 10.25% growth over the previous year. The net profit attributable to the parent company to the parent company was NT$224,775 thousand, a 72.24% growth over the previous year, with basic earnings per share of NT$1.36.
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Consolidated
Unit: In Thousands of New Taiwan Dollars
| Item | 2025 | 2024 | YoY (%) |
|---|---|---|---|
| Net operating revenue | 2,870,684 | 2,603,886 | 10.25 |
| Gross profit | 810,094 | 685,312 | 18.21 |
| Profit from operations | 276,824 | 30,863 | 796.94 |
| Profit after income tax | 266,821 | 173,907 | 53.43 |
| Net profit attributable to the parent company | 224,775 | 130,501 | 72.24 |
| Gross profit margin (%) | 28.22 | 26.32 | |
| Operating profit margin (%) | 9.64 | 1.19 | |
| Net margin (%) | 9.29 | 6.68 | |
| EPS (NT$) | 1.36 | 0.79 |
-
Budget implementation : The Company does not disclose the 2025 financial budgets to the public.
-
Overview on Financial Income and Profitability analysis
| Item | 2025 | 2024 | |
|---|---|---|---|
| Financial Structure | Liabilities to assets ratio (%) | 38.14 | 42.86 |
| Long-term capital to property, plant and equipment ratio (%) | 1,969.09 | 1,993.58 | |
| Profitability | ROA (%) | 4.84 | 3.11 |
| ROE (%) | 7.88 | 5.36 | |
| Profit before tax to capital stock (%) | 20.37 | 12.10 | |
| Net profit rate (%) | 9.29 | 6.68 | |
| EPS (NT$) | 1.36 | 0.79 |
- Status on research and development :
We are committed to the improvement of our in-house technology and the development of products, and we are also working on the development of specific core technologies.
(1). As Micro LED technology enters a critical mass production phase in 2025, Control Technology has proactively addressed market demands for high-yield and high-efficiency display technologies. By continuously driving innovation in processing equipment, we have launched the "G4.5 Dual Head Mass Transfer and Repair Equipment" alongside the "G4.5 Single-Point Repair System," comprehensively enhancing the precision and stability of the mass production process. This series integrates "Laser Mass Bonding and Repair Modules" with "Single-Point Repair Modules," enabling simultaneous large-scale transfer-bonding and precision repair of Micro LEDs. This significantly boosts production efficiency, achieving a final product yield of 99.999%.
In the semiconductor packaging sector, Control Technology has continuously deepened its core advantages in precision laser and automation integration since the introduction of EMC Trimming technology. In 2025, we introduced EMC Trimming equipment for 300mm and 600mm Panel-Level Packaging (PLP). By leveraging the large-area advantages of panel-level substrates, we have significantly increased production capacity and optimized material utilization, meeting the market's urgent demand for high throughput and cost-efficiency.
Simultaneously, we continue to refine our third-generation (G3) 300mm Wafer-Level equipment. Through the integration of multi-wavelength laser technology, we have achieved a breakthrough in the clean removal of EMC and other composite materials. Furthermore, identifying the evolving needs of advanced packaging customers, Contrel Technology has utilized its extensive laser expertise to develop an integrated Laser Debond system. Beyond our original laser beam shaping technology, this system incorporates another core competency: vacuum plasma cleaning.
By harnessing our deep strengths in automated system integration, we have integrated standardized EFEM modules into our equipment. Combined with our proprietary high-precision auto-edge-finding and center-alignment technology, we have significantly optimized processing accuracy. This not only fundamentally resolves challenges related to substrate edge flash and flatness but also ensures the reliability of subsequent manufacturing processes.
In the R&D of AI and AOI, Contrel Technology achieved a critical technological leap in 2025. For the RDL Fluorescence Inspection System, we implemented hardware specification enhancements and optimized the optomechanical structural design, significantly improving image contrast. This allows for the detection of ultra-fine defects, reaching an industry-leading inspection precision of 2μm / 2μm in Line/Space (L/S).
Furthermore, Contrel Technology introduced an innovative multi-angle and multi-pattern light source system into our BGA AOI equipment, enabling simultaneous Bright-field and Dark-field optical inspection. This comprehensive upgrade enhances foreign material identification efficiency and quality stability. Through the deep integration of AI algorithms with high-end optical inspection technology, the Company has not only constructed a rigorous quality monitoring system but also effectively supported the miniaturization and high-density trends in advanced packaging processes.
(2). As mentioned above, the 2025 R&D expenses amounted to NT$176,213 thousand, accounting for 6.1% of our operating revenue
(II)2026 business plan
- Business guidelines
(1) We continue to deepen the application of laser technology in advanced semiconductor packaging equipment. By integrating our years of expertise in automation and system integration, we provide comprehensive solutions ranging from standalone units to full production lines, addressing the entire spectrum of customer needs from pilot runs to mass production. This effectively enhances production efficiency, quality yields, and equipment utilization, thereby increasing the value of our customers' products and fostering deeper strategic partnerships.
(2) With innovation in vacuum coating technology at our core, and leveraging our long-term cultivation and extensive track record in the LED industry, the Company is proactively expanding into the vacuum coating and etching equipment market for Panel-Level Packaging. We aim to provide highly stable and cost-effective processing equipment to meet the rigorous demands of semiconductor packaging customers.
(3) Continue to advance Micro LED mass transfer and mass repair technologies to maintain an industry-leading advantage, helping key customers swiftly move into mass production. At the same time, leverage our technical expertise in the Micro LED field to capture opportunities in related process equipment and full-factory automation, deepening our cooperation network with display customers.
(4) We will strengthen the price competitiveness of LCD-related equipment and accessory retrofits. Simultaneously, we aim to capture opportunities arising from our panel customers' "Dual-Axis
9
"Transformation" as they expand into new markets. This includes equipment retrofits or new production line planning for applications such as automotive displays, flat-panel satellite antennas, and Fan-out Panel-Level Packaging (FOPLP/RDL PLP). Focusing on technological innovation, deeply cultivate the semiconductor packaging vacuum coating market, providing stable and cost-effective vacuum coating equipment to meet the needs of semiconductor packaging customers.
(5) Strategic planning of ESG issues in advance to formulate Contrel Technology's responsibilities for the environment, society and corporate governance and achieve objectives in sustainable management:
A. Incorporate the energy-saving components and standby control technology into the planning phase of machinery and equipment.
B. Help clients introduce production planning meeting the philosophy of ESG, such as equipment activation and modification.
C. Reinforce energy conservation and carbon emissions reduction of factories through energy management systems developed in-house and produce ESG sustainability reports.
- Expected sales and its bases
We will leverage our past sales performance to grasp the development trends of various industries in the fiscal year 2026 and capitalize on opportunities arising from increased client capital expenditures, continuously expanding our sources of operating revenue.
- Important manufacturing and sales policies
(1) Manufacturing strategy:
A. Digitize the management system to keep track of the progress of projects at all times.
B. Improve the manufacturing efficiency and keep the lead time under control to fully meet clients' requirements.
C. Modularization of parts to increase the proportion of shared parts, speed up the design and manufacturing process and reduce production costs.
D. Reinforce the quality control of design and assembly, strictly implement the QC policy, and shorten the installation and maintenance time.
(2) Sales and product policy:
A. Continuously improve quality and service to retain existing clients.
B. Cater to market demand with high-efficiency and affordable products, and actively expand new clientele.
C. We have established the Zhubei R&D Center and invested in experimental laboratory equipment to assist advanced semiconductor packaging customers with sample prototyping and testing.
D. Strengthen the LCD display equipment sector, continuously improve product capabilities, and expand into new display markets such as Micro LED, automotive, and wearable displays.
E. Expand the accumulated core technologies into the semiconductor and advanced packaging equipment markets.
F. Develop high-end equipment and other services through core technologies integrating laser, optics, vacuum and electromechanical fields.
G. Develop products in line with ESG values, such as energy-saving and low carbon emission equipment, and provide equipment repurposing and modification services to reduce waste and improve sustainability.
H. Keep track of the trends of industry development and expand to diverse industries.
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(III) Future development strategies
In response to changes in the equipment market in the future, the Company has formulated the following development strategies:
- Invest in the research and development of key product equipment for semiconductor packaging and next-generation display industries.
- Leverage government resources and establish long-term partnerships with academic institutions to actively develop new process technologies.
- Work closely with customers to build mutually beneficial partnerships.
- Strengthen talent cultivation and improve in-house technical capabilities.
- Apply core technology of equipment to improve the manufacturing capacity of equipment in other industries.
(IV) Impact of the competitive environment, regulatory environment, and macroeconomic environment
In the past, Contrel Technology focused on TFT-LCD and LED industry equipment and grew alongside these sectors. Over the years, Contrel has accumulated more than a decade of practical experience in core technologies such as automation equipment, optics, laser processing applications, and vacuum coating processes. This experience has enabled us to successfully develop inspection, repair, automation, and vacuum process equipment for various industries. In response to the ever-changing industry landscape, our management team and all employees will adjust our pace as needed, embracing future challenges with caution and stability, aiming to create maximum profits for our shareholders!
Finally, we wish all our valued shareholders
Prosperity and good luck.
Chairperson: Jui-Hsiung Yen
General Manager: Tsan-Jen Chen
Accounting Manager: Zih-Huei Wang
Attachment 2: 2025 Audit Committee’s Review Report
Control Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted the 2025 business report, financial statements, and earnings distribution. The financial statements have been audited by independent auditors Ms. Xiu-Wen Chen and Mr. Jui-Hsuan Hsu of Deloitte & Touche and also reviewed by the Audit Committee. The above-mentioned business report, financial statements and earnings distribution have been reviewed and determined to be correct by the Audit Committee. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is submitted for shareholder's examination.
To Control Technology Co., Ltd. 2026 shareholders’ meeting
Control Technology Co., Ltd.
Audit Committee convener: Yi-Ching Lin
March 6, 2026
Attachment 3: Status of Private Placement of Common Shares for the Year 2025
| Item | 2025 1st Private Placement | ||||
|---|---|---|---|---|---|
| Type of Securities for Private Placement | Common Shares | ||||
| Date of Approval by the Shareholders' Meeting and the Amount | Date of Approval by the Shareholders' Meeting: June 5,2025 | ||||
| Approved Amount: To conduct a private placement of common shares for cash capital increase within a quota not exceeding 20,000,000 shares, with a par value of NT$10 per share. The issuance may be carried out once or twice within one year from the resolution date of the shareholders' meeting. | |||||
| The basis and rationality of the pricing | The pricing date for this private placement is set as March 20, 2026. The subscription price per common share for this private placement shall be determined at no less than 80% of the higher of the following two reference prices: | ||||
| (1) The simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction: The average closing price of the five business days prior to the pricing date, which is NT$63.6, was selected as the reference base. | |||||
| (2) The simple average closing price of the common shares for the 30 business days before the price determination date, after adjusting for any distribution of stock dividends, cash dividends, or capital reduction, which is NT$53.16, was selected as the reference base. | |||||
| Based on the higher of the two aforementioned reference prices, which is NT$63.6, the actual issuance price for this private placement is set at NT$50.88 per share. This represents 80% of the reference price and is in compliance with the resolution of the Annual General Meeting held on June 5, 2025. | |||||
| The methods of selecting specific candidates | The private placement is conducted in accordance with Article 43-6 of the Securities and Exchange Act, and is restricted to strategic investors whose involvement is conducive to the company's future operational development. | ||||
| The reasons for the necessity for conducting the private placement | Taking into account the efficiency and flexibility of private placement, and the provision prohibiting the free transfer of privately placed common shares within three years to ensure long-term cooperation between the company and subscribers. Additionally, authorizing the board to conduct private placements based on the actual operational needs of the company will effectively enhance the company's fundraising flexibility and agility. | ||||
| Date of Full Payment of Subscription Price | March 27,2026 | ||||
| Information on Places | Target of Private Placement | Qualifications | Number of Shares Subscribed (Shares) | Relationship with the Company | Participation in the Company's Operations |
| C Sun Mfg., Ltd. | Subparagraph 2, Paragraph 1, Article 43-6 of the Securities and Exchange Act | 20,000,000 | N/A | N/A | |
| Actual Subscription Price | NT$50.88 per share |
| Item | 2025 1st Private Placement |
|---|---|
| Difference Between Actual Subscription Price and Reference Price | The subscription price for this private placement is set at NT$50.88 per share, representing 80% of the reference price of NT$63.6. This is not lower than the minimum percentage resolved by the shareholders' meeting. |
| Impact of Private Placement on Shareholders' Equity | The common shares issued through this private placement are subject to a three-year lock-up period, and the eligibility of placees is strictly regulated. This ensures a long-term cooperative relationship between the Company and its strategic investors, providing a certain degree of protection for shareholders' equity. Furthermore, this private placement will strengthen the financial structure, improve operational efficiency, and expand the business footprint, thereby enhancing long-term competitiveness and delivering a positive impact on shareholders' equity. |
| Use of Private Placement Funds and Implementation Progress | The fundraising was completed on March 27, 2026, with a total of NT$1,017,600 thousand raised. As of the end of March 2026, the funds have not yet been utilized. |
| Realization of Benefits from Private Placement | As the funds have not yet been utilized, they will be applied to operational needs in accordance with the Company's development plans to enhance operational efficiency and strengthen the financial structure. |
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Attachment 4: Underwriter's Evaluation Report
Control Technology Co., Ltd.
Underwriter's Evaluation Report on the Necessity and Reasonableness of Private Placement
Client of the Evaluation Report: Contrel Technology Co., Ltd.
Recipient of the Evaluation Report: Contrel Technology Co., Ltd.
Designated Purpose of the Evaluation Report: Exclusively for the 2025 Private Placement of Securities of Contrel Technology Co., Ltd.
Type of Report: Opinion on the Necessity and Reasonableness of Private Placement, prepared in accordance with Article 43-6 of the Securities and Exchange Act and Article 4 of the Directions for Public Companies Conducting Private Placements of Securities.
Evaluating Institution: Capital Securities Corp.
March 19, 2026
I. Background of the Case
Control Technology Co., Ltd. (hereinafter referred to as "Control Technology" or the "Company"), in response to its future long-term operations and business development, proposes to conduct a cash capital increase through the private placement of common shares within a limit of 20,000,000 shares. This proposal, in accordance with Article 43-6 of the Securities and Exchange Act and Article 4 of the Directions for Public Companies Conducting Private Placements of Securities, was approved by the Board of Directors on March 6, 2025, and will be submitted to the Annual General Meeting of Shareholders on June 5, 2025, for resolution. The private placement may be carried out in one or two tranches within one year from the date of the shareholders' meeting resolution.
Pursuant to Paragraph 3, Article 4 of the "Directions for Public Companies Conducting Private Placements of Securities" (as amended and promulgated on December 29, 2023), if there is a significant change in managerial control during the period from one year prior to the Board of Directors' resolution to conduct a private placement of securities until one year after the date of delivery of such securities, the company shall engage a securities underwriter to issue an evaluation report on the necessity and reasonableness of the private placement. This report shall be included in the notice of the shareholders' meeting as a reference for shareholders in deciding whether to grant approval.
The Underwriter has been engaged to issue this evaluation report, with the details provided as follows:
II. Company Profile
Control Technology was incorporated on May 1, 1998, and its shares have been listed and traded on the Taipei Exchange (TPEx) since September 25, 2006. The Company is primarily engaged in the manufacturing and sale of machinery and equipment for process automation, laser applications, and optical inspection. As of December 31, 2025, its paid-in capital stood at NT$1,648,178,360. The condensed financial information for the most recent three years is as follows:
- Condensed Consolidated Balance Sheets
Unit: In Thousands of New Taiwan Dollars
| Year / Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Current Assets | 4,939,559 | 4,251,115 | 4,175,738 |
| Non-current Assets | 1,199,107 | 1,528,854 | 1,433,517 |
| Total Assets | 6,138,666 | 5,779,969 | 5,609,255 |
| Current Liabilities | 2,408,222 | 1,976,979 | 1,699,450 |
| Non-current Liabilities | 548,646 | 500,560 | 439,776 |
| Total Liabilities | 2,956,868 | 2,477,539 | 2,139,226 |
| Capital Stock | 1,648,178 | 1,648,178 | 1,648,178 |
| Capital Surplus | 467,086 | 467,086 | 467,121 |
| Retained Earnings | 846,042 | 879,602 | 1,023,253 |
| Other Equity | 2,653 | 71,077 | 81,893 |
| Total Equity Attributable to Owners of the Parent | 2,963,959 | 3,065,943 | 3,220,445 |
| Non-controlling Interests | 217,839 | 236,487 | 249,584 |
| Total Equity | 3,181,798 | 3,302,430 | 3,470,029 |
| Net Asset Value per Share (NT$) | 17.98 | 18.60 | 19.54 |
Source: Market Observation Post System (MOPS).
- Condensed Consolidated Statements of Comprehensive Income
Unit: In Thousands of New Taiwan Dollars
| Year / Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Operating Revenue | 2,990,451 | 2,603,886 | 2,870,684 |
| Operating Costs | 2,324,000 | 1,918,574 | 2,060,590 |
| Gross Profit (Loss), Net | 666,451 | 685,312 | 810,094 |
| Operating Expenses | 571,626 | 654,449 | 533,270 |
| Operating Income (Loss) | 94,825 | 30,863 | 276,824 |
| Non-operating Income and Expenses | 139,627 | 168,526 | 58,968 |
| Income (Loss) Before Income Tax | 234,452 | 199,389 | 335,792 |
| Income Tax Expense (Benefit) | 48,840 | 25,482 | 68,971 |
| Net Income (Loss) from Continuing Operations | 185,612 | 173,907 | 266,821 |
| Net Income (Loss) | 185,612 | 173,907 | 266,821 |
| Other Comprehensive Income (Loss), Net | 7,647 | 87,689 | 28,882 |
| Total Comprehensive Income (Loss) for the Period | 193,259 | 261,596 | 295,703 |
| Net Income (Loss) Attributable to Owners of the Parent | 158,422 | 130,501 | 224,775 |
| Net Income (Loss) Attributable to Non-controlling Interests | 27,190 | 43,406 | 42,046 |
| Total Comprehensive Income (Loss) Attributable to Owners of the Parent | 166,387 | 217,356 | 253,358 |
| Total Comprehensive Income (Loss) Attributable to Non-controlling Interests | 26,872 | 44,240 | 42,345 |
| Basic Earnings (Loss) Per Share (NT$) | 0.96 | 0.79 | 1.36 |
Source: Market Observation Post System (MOPS).
III. Examination of Changes in Managerial Control
Upon checking the Market Observation Post System (MOPS) and comparing the list of directors as of the date of the Board of Directors' resolution to conduct the private placement (i.e., March 6, 2025) with the list within the one-year period prior to that date (i.e., starting from March 6, 2024), there has been no change in managerial control during the one-year period preceding the board resolution for the private placement.
| March 2024 | March 2025 | Change (Yes/No) | |
|---|---|---|---|
| Chairperson | Jui Hsiu Investment Co., Ltd. | Jui Hsiu Investment Co., Ltd. | No |
| Representative of Juridical Person Chairperson | Jui-Hsiung Yen | Jui-Hsiung Yen | No |
| Director | Tsan-Jen Chen | Tsan-Jen Chen | No |
| Director | San Shin Co., Ltd. | San Shin Co., Ltd. | No |
| Representative of Juridical Person Director | Hwa-Chou Yen | Hwa-Chou Yen | No |
| Director | San Shin Co., Ltd. | San Shin Co., Ltd. | No |
| March 2024 | March 2025 | Change (Yes/No) | |
|---|---|---|---|
| Representative of Juridical Person Director | Cheng Yen | Cheng Yen | No |
| Director | Se-Cheng-Lu Investment Ltd. | Se-Cheng-Lu Investment Ltd. | No |
| Representative of Juridical Person Director | Lu Yen | Lu Yen | No |
| Director | Tongtai Machine & Tool Co., Ltd. | Tongtai Machine & Tool Co., Ltd. | No |
| Representative of Juridical Person Director | Jun-Liang Kuo | Jun-Liang Kuo | No |
| Director | Meta-Sequoia Investment Ltd. | Meta-Sequoia Investment Ltd. | No |
| Representative of Juridical Person Director | Su-Hsien Lin | Su-Hsien Lin | No |
| Director | Tsan Ying Investment Co., Ltd. | Tsan Ying Investment Co., Ltd. | No |
| Representative of Juridical Person Director | Weichung Ooi | Weichung Ooi | No |
| Independent Director | Yu-Wen Liang | Yu-Wen Liang | No |
| Independent Director | Ming-To Yu | Resignation | Yes |
| Independent Director | Yi-Ching Lin | Yi-Ching Lin | No |
However, the Company's Board of Directors passed a resolution on March 6, 2026, to conduct a full re-election of directors at the Shareholders' Meeting on May 28, 2026. A total of seven (7) directors (including three independent directors) will be elected, which will reduce the current board from eleven (11) seats to seven (7). As this change represents a significant seat adjustment of 4/11, it constitutes a "change in managerial control." Accordingly, the Underwriter has been engaged to issue an evaluation report on the necessity and reasonableness of the private placement. This report is scheduled to be submitted for resolution at the Board of Directors' meeting on March 20, 2026, and will be presented for explanation at the Shareholders' Meeting on May 28, 2026.
IV. Plan Content of the Current Private Placement
In response to its long-term operations and business development, and in accordance with Article 43-6 of the Securities and Exchange Act and Article 4 of the Directions for Public Companies Conducting Private Placements of Securities, the Company's Board of Directors passed a resolution on March 6, 2025 (to be submitted to the Annual General Meeting of Shareholders on June 5, 2025) to conduct a cash capital increase through the private placement of common shares within a limit of 20,000,000 shares. The placement may be carried out in one or two tranches within one year from the date of the shareholders' meeting resolution
The pricing of the current private placement of common shares shall not be lower than 80% of the reference price. The reference price shall be the higher of the following two calculations:
- The simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
- The simple average closing price of the common shares for the 30 business days before the price determination date, after adjusting for any distribution of stock dividends, cash dividends, or capital reduction.
The actual pricing date and issue price shall be determined by the Board of Directors within the range approved by the shareholders' meeting (no less than the specified percentage), based on the status of specific persons and market conditions. If the price per share is lower than the par value, it is expected to result in a decrease in the Company's recorded capital surplus or retained earnings, which will be offset based on future operations and market conditions. Furthermore, the issue price will be set in accordance with regulatory requirements; therefore, there should be no adverse impact on shareholders' equity. The aforementioned basis for determining the private placement price complies with the "Directions for Public Companies Conducting Private Placements of Securities."
V. Underwriter's Evaluation Opinion
(I). Evaluation of Legal Compliance
Pursuant to Article 3 of the "Directions for Public Companies Conducting Private Placements of Securities," a public company that has reported net income after tax in its most recent fiscal year and has no accumulated losses shall issue securities through a public offering, unless it meets one of the following circumstances under which a private placement is permitted:
- The public company is organized by a single government or juridical person shareholder.
- The proceeds from the private placement are used entirely to introduce strategic investors.
- Listed, OTC, or Emerging Stock companies are at risk of the circumstances set forth in Articles 7 and 8 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, but are unable to reasonably improve such conditions for a public offering despite an urgent need for capital, and have obtained consent from the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx). In this case, the subscribers shall not include company insiders or related parties.
According to the audited consolidated financial report for the most recent fiscal year (2024) available on the date of Contrel Technology's Board of Directors' resolution (March 6, 2025), the net income after tax was NT$173,907 thousand, and the undistributed earnings were NT$661,204 thousand. Upon reviewing the minutes of the Company's Shareholders' Meeting held on June 5, 2025, the subscribers for this private placement are limited to strategic investors. Therefore, the proposal complies with the aforementioned Article 3 of the "Directions for Public Companies Conducting Private Placements of Securities."
(II). Evaluation of the Necessity and Reasonableness of the Private Placement of Common Shares
1. Necessity Evaluation
The Company is primarily engaged in the manufacture and sale of machinery and equipment for process automation, laser applications, and optical inspection, serving industries such as semiconductor assembly and testing (OSAT), Mini and Micro LED displays, LCD panels, and logistics centers. Its product range includes automated hardware and software systems, high-precision laser micro-machining, AI & AOI (Automated Optical Inspection) intelligent inspection and repair, and vacuum coating process equipment.
In recent years, the global landscape has been impacted by the pandemic, inflationary pressures, U.S. interest rate hikes and tariff policies, the China-U.S. trade war, and the Russia-Ukraine conflict. The intensification of geopolitical tensions and international political and economic volatility, coupled with
the rapid development of Artificial Intelligence (AI), has redefined the competitive landscape and heightened competition in the semiconductor industry, increasing corporate uncertainty and risk.
To mitigate geopolitical risks, the Company intends to pursue vertical integration within the industry or form strategic alliances with peers to share resources and strengthen competitiveness. Furthermore, obtaining stable long-term capital will help reduce operational risks, strengthen the financial structure, and enhance future performance. Therefore, the purpose of this private placement is to meet long-term operational and development needs by introducing strategic investors and deepening long-term partnerships. This is expected to expand the scale of operations and enhance long-term competitiveness and shareholders' equity. Consequently, selecting strategic investors who can contribute to the Company's future business development is considered necessary.
2. Reasonableness Evaluation
Upon reviewing the private placement proposal in the minutes of the Shareholders' Meeting held on June 5, 2025, the pricing method and the selection of places comply with the Securities and Exchange Act and relevant regulations; no significant irregularities were found.
The objective of this private placement is to introduce strategic investors and solidify long-term partnerships to adapt to future business growth. This move is expected to yield positive and substantive benefits for the Company's overall development and the soundness of its financial structure by reducing operational risks and expanding business scale. Therefore, the current private placement of common shares is deemed reasonable.
(III). Evaluation of the Selection and Feasibility of Places
1. Selection of Places
The potential places for this private placement are limited to strategic investors who possess a thorough understanding of the Company's operations and can contribute to its future business development, in accordance with Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities." As of now, no specific places have been finalized. The actual places will be determined and processed in accordance with relevant regulations once they are identified.
2. Feasibility and Necessity of Places
The Company will prioritize strategic investors who can leverage their own resources, technology, expertise, branding, or distribution channels to promote or upgrade the Company's capabilities in management, R&D, manufacturing, and business expansion. These partnerships are expected to reduce costs, enhance operational efficiency, and expand market reach, thereby improving profitability and overall shareholders' equity. Therefore, the introduction of strategic investors through this private placement is deemed both feasible and necessary.
(IV). Impact on Business, Finance, and Shareholders' Equity Following a Change in Managerial Control
The Company's Board of Directors passed a resolution on March 6, 2026, to conduct a full re-election of directors at the Shareholders' Meeting on May 28, 2026. Seven (7) directors (including 3 independent directors) will be elected, reducing the current board from 11 seats to 7. This change in 4/11 of the board seats constitutes a "change in managerial control." The Company's current paid-in capital is 164,817,836 shares. It is estimated that after the full issuance of 20,000,000 private placement common shares, these will account for 10.82% of the total outstanding shares post-conversion. This specific issuance is not expected to trigger a further transfer of managerial control. However, should any significant changes in board seats or managerial control occur in the future, the Company will perform information disclosure in accordance with relevant regulations to ensure the protection of shareholders' equity.
20
The following is an explanation of the potential impact on Control Technology's business operations, financial standing, and shareholders' equity, should the changes in board seats result in a transfer of managerial control:
-
Impact on Business Operation
The purpose of this private placement is to introduce strategic investors who can provide direct and positive contributions to the Company's operations. The proceeds are intended for seeking technical cooperation or strategic alliances with domestic and foreign enterprises, while augmenting working capital and meeting long-term development needs. By securing stable long-term funding, the Company aims to mitigate operational risks, strengthen its financial structure, and expand its scale. This is expected to yield substantive positive benefits for the Company's overall development and long-term competitiveness. -
Impact on Finances
The Company will issue common shares through a private placement within a limit of 20,000,000 shares at a par value of NT$10 per share. By raising capital through this private placement, the Company will obtain stable long-term funds, thereby reducing operational risks, enhancing the financial structure, and improving future operating performance. Therefore, this will have a positive impact on the Company's financial standing. -
Impact on Shareholders' Equity
In addition to securing long-term funding, the plan aims to introduce strategic investors to enhance profitability and shareholder value. According to the pricing principles for this private placement, the issuance price shall not be lower than 80% of the reference price. Therefore, the pricing basis complies with the "Directions for Public Companies Conducting Private Placements of Securities" and is not expected to have a significant adverse impact on shareholders' equity.
Upon evaluation and considering various factors such as long-term development and legal financing constraints, the Underwriter believes that this private placement will secure stable long-term capital, reduce operational risks, and improve performance, which is beneficial to shareholders' equity. Thus, the necessity and reasonableness of conducting this private placement are well-founded.
Furthermore, upon reviewing the board meeting materials provided by the Company, the issuance procedures, proposal discussions, pricing basis, and the selection method of specific persons all comply with the Securities and Exchange Act and relevant regulations. No significant irregularities were found.
21
Statement of Independence
I. The Underwriter has been commissioned to provide an evaluation report on the necessity and reasonableness of Contrel Technology Co., Ltd.’s 2025 private placement of securities. This evaluation report has been prepared in accordance with the principle of transcendental independence.
II. To execute the aforementioned engagement, the Underwriter hereby declares that none of the following circumstances exist:
(I). Either party, together with its parent company, all subsidiaries of the parent company, and venture capital enterprises managed by its subsidiaries, collectively holds 10% or more of the total outstanding shares of the other party.
(II). The number of directors appointed by either party and its subsidiaries to the other party exceeds half of the total board seats of the other party.
(III). The Chairperson or General Manager of either party is the same person as the Chairperson or General Manager of the other party, or they are spouses or relatives within the second degree of kinship.
(IV). 20% or more of the total outstanding shares of either party are held by the same shareholders.
(V). More than half of the directors or supervisors of either party are the same as those of the other party. The calculation shall include the spouses, children, and relatives within the second degree of kinship of such persons.
(VI). Either party and its related parties collectively hold 50% or more of the total outstanding shares of the other party.
(VII). The two parties are required to apply for a merger/combination under relevant laws, or the combination has not been prohibited by the Fair Trade Commission after filing.
(VIII). Any other circumstances where, as stipulated by law or proven by facts, either party directly or indirectly controls the personnel, finances, or business operations of the other party, resulting in a loss of independence.
III. In providing this expert evaluation opinion on the necessity and reasonableness of the private placement of securities, I have maintained the principle of transcendental independence.
Declarant: Capital Securities Corp.
Authorized Representative : Hsiu-Chen Chou
March 19, 2026
23
Attachment 5: 2025 Independent Auditor’s Report and Financial Statements
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Control Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Control Technology Co., Ltd. (the “Company”) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and their consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial 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 Company 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 our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter of the Company and its subsidiaries’ consolidated financial statements for the year ended December 31, 2025, is stated as follows:
Occurrence of Specific Revenue
The Company and its subsidiaries’ operating revenue mainly came from the sales of automation equipment and machinery from the Company and LED vacuum equipment from F.S.E. Corporation for the year ended December 31, 2025. With respect to the transfer of control, the sales revenue might have been recognized before the actual delivery and installation of machinery; as a result, we considered the sales income from automation equipment and machinery as a key audit matter. Refer to Notes 4 (n) and 25 of the consolidated financial statements for the accounting policies and related disclosure of revenue. The audit procedures that we performed included the following:
- We obtained an understanding of and tested the effectiveness of the design and implementation of internal control of the abovementioned product trading.
- We performed tests of details of the sales revenue of the abovementioned products by inspecting delivery and installation confirmed by customers’ signatures and receipts of payment.
- We inspected the subsidiary ledgers for the period between the reporting period and the date of approval of the financial statements and confirmed any sales returns and allowances.
Other Matter
We have also audited the standalone financial statements of Control Technology Co., Ltd. as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company and its subsidiaries’ financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 consolidated financial statements.
24
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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and its subsidiaries' 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 Company and its subsidiaries' ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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.
25
The engagement partners on the audits resulting in this independent auditors’ report are Xiu-Wen Chen and Jui-Hsuan, Hsu.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 6, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
26
CONTREL TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 2,419,242 | 43 | $ 2,027,236 | 36 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 17,050 | - | 20,631 | - |
| Notes receivable (Notes 4, 5 and 10) | 24,548 | - | 24,244 | - |
| Accounts receivable (Notes 4, 5, 10 and 32) | 476,606 | 9 | 655,059 | 11 |
| Other receivables (Note 10) | 20,402 | - | 12,584 | - |
| Current tax assets (Note 27) | 7,716 | - | 5,081 | - |
| Inventories (Notes 4 and 11) | 1,089,933 | 20 | 1,366,716 | 24 |
| Other financial assets - current (Notes 12 and 33) | 58,516 | 1 | 42,200 | 1 |
| Other current assets (Note 18) | 61,725 | 1 | 97,364 | 2 |
| Total current assets | 4,175,738 | 74 | 4,251,115 | 74 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 166,029 | 3 | 178,429 | 3 |
| Financial assets at amortized cost - non-current (Notes 4 and 9) | 262,860 | 5 | 265,570 | 5 |
| Property, plant and equipment (Notes 4, 14, and 33) | 198,559 | 4 | 190,762 | 3 |
| Right-of-use assets (Notes 4 and 15) | 251,484 | 4 | 311,137 | 5 |
| Investment properties (Notes 4, 16 and 33) | 403,056 | 7 | 411,834 | 7 |
| Intangible assets (Notes 4 and 17) | 46,076 | 1 | 54,086 | 1 |
| Deferred tax assets (Notes 4 and 27) | 87,118 | 2 | 100,650 | 2 |
| Refundable deposits | 10,428 | - | 10,071 | - |
| Net defined benefit assets (Notes 4 and 23) | 5,999 | - | 5,230 | - |
| Other non-current assets | 1,908 | - | 1,085 | - |
| Total non-current assets | 1,433,517 | 26 | 1,528,854 | 26 |
| TOTAL | $ 5,609,255 | 100 | $ 5,779,969 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 19) | $ 126,000 | 2 | $ 169,000 | 3 |
| Contract liabilities - current (Notes 4, 25 and 32) | 798,045 | 15 | 1,107,241 | 19 |
| Accounts payable (Notes 20 and 32) | 394,589 | 7 | 404,847 | 7 |
| Other payables (Notes 21 and 32) | 223,094 | 4 | 206,105 | 4 |
| Current tax liabilities (Note 27) | 21,438 | - | 17,504 | - |
| Provisions - current (Notes 4, 5 and 22) | 87,990 | 2 | 20,382 | - |
| Lease liabilities - current (Notes 4 and 15) | 23,864 | - | 28,733 | - |
| Current portion of long-term borrowings (Notes 19 and 33) | 17,500 | - | 17,500 | - |
| Other current liabilities | 6,930 | - | 5,667 | - |
| Total current liabilities | 1,699,450 | 30 | 1,976,979 | 33 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 19 and 33) | 131,250 | 2 | 148,750 | 3 |
| Deferred tax liabilities (Notes 4 and 27) | 43,324 | 1 | 35,975 | 1 |
| Lease liabilities - non-current (Notes 4 and 15) | 242,272 | 5 | 295,622 | 6 |
| Net defined benefit liabilities (Notes 4 and 23) | 22,930 | - | 20,213 | - |
| Total non-current liabilities | 439,776 | 8 | 500,560 | 10 |
| Total liabilities | 2,139,226 | 38 | 2,477,539 | 43 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 24) | ||||
| Ordinary shares | 1,648,178 | 30 | 1,648,178 | 29 |
| Capital surplus | 467,121 | 8 | 467,086 | 8 |
| Retained earnings | ||||
| Legal reserve | 230,142 | 4 | 215,249 | 4 |
| Special reserve | 3,149 | - | 3,149 | - |
| Unappropriated earnings | 789,962 | 15 | 661,204 | 11 |
| Total retained earnings | 1,023,253 | 19 | 879,602 | 15 |
| Other equity | 81,893 | 1 | 71,077 | 1 |
| Total equity attributable to owners of the Company | 3,220,445 | 58 | 3,065,943 | 53 |
| NON-CONTROLLING INTERESTS (Note 24) | 249,584 | 4 | 236,487 | 4 |
| Total equity | 3,470,029 | 62 | 3,302,430 | 57 |
| TOTAL | $ 5,609,255 | 100 | $ 5,779,969 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
CONTREL TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 25 and 32) | $ 2,870,684 | 100 | $ 2,603,886 | 100 |
| OPERATING COSTS (Notes 11, 23, 26 and 32) | 2,060,590 | 72 | 1,918,574 | 74 |
| GROSS PROFIT | 810,094 | 28 | 685,312 | 26 |
| OPERATING EXPENSES (Notes 10, 23, 26 and 32) | ||||
| Selling and marketing expenses | 153,627 | 5 | 148,331 | 6 |
| General and administrative expenses | 261,347 | 9 | 261,524 | 10 |
| Research and development expenses | 176,213 | 6 | 195,344 | 7 |
| Expected credit loss (gain) | (57,917) | (2) | 49,250 | 2 |
| Total operating expenses | 533,270 | 18 | 654,449 | 25 |
| PROFIT FROM OPERATIONS | 276,824 | 10 | 30,863 | 1 |
| NON-OPERATING INCOME AND EXPENSES (Note 26) | ||||
| Interest income | 43,867 | 2 | 52,639 | 2 |
| Other income | 45,335 | 2 | 53,799 | 2 |
| Other gains and losses | (19,055) | (1) | 76,159 | 3 |
| Finance costs | (11,179) | (1) | (14,071) | - |
| Total non-operating income and expenses | 58,968 | 2 | 168,526 | 7 |
| PROFIT BEFORE INCOME TAX | 335,792 | 12 | 199,389 | 8 |
| INCOME TAX EXPENSE (Notes 4 and 27) | 68,971 | 3 | 25,482 | 1 |
| NET PROFIT FOR THE YEAR | 266,821 | 9 | 173,907 | 7 |
| OTHER COMPREHENSIVE INCOME (LOSS) (Notes 23, 24 and 27) | ||||
| Items that will not be reclassified subsequently to profit or loss | ||||
| Remeasurement of defined benefit plans | (1,500) | - | 4,778 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 18,762 | 1 | 77,786 | 3 |
| Income tax related to items that will not be reclassified subsequently to profit or loss | 300 | - | (956) | - |
| (Continued) |
CONTROL TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| Items that may be reclassified subsequently to profit or loss | ||||
| Exchange differences on translation of the financial statements of foreign operations | $ 11,320 | - | $ 6,081 | - |
| Other comprehensive income for the year, net of income tax | 28,882 | 1 | 87,689 | 3 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 295,703 | 10 | $ 261,596 | 10 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 224,775 | 8 | $ 130,501 | 5 |
| Non-controlling interests | 42,046 | 1 | 43,406 | 2 |
| $ 266,821 | 9 | $ 173,907 | 7 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 253,358 | 9 | $ 217,356 | 8 |
| Non-controlling interests | 42,345 | 1 | 44,240 | 2 |
| $ 295,703 | 10 | $ 261,596 | 10 | |
| EARNINGS PER SHARE (Note 28) | ||||
| Basic | $ 1.36 | $ 0.79 | ||
| Diluted | $ 1.36 | $ 0.79 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
CONTROL TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Total Equity Attributable to Owners of the Corporation | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | Total Equity Attributable to Owners of the Corporation | Non-controlling Interests | Total Equity | ||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Total | Unrealized Valuation Gains (Losses) on Financial Assets at Fair Value Through Other Comprehensive Income | Total | |||||||
| BALANCE AT JANUARY 1, 2024 | $ 1,648,178 | $ 467,086 | $ 199,319 | $ 4,431 | $ 642,292 | $ 846,042 | $ (14,911) | $ 17,564 | $ 2,653 | $ 2,963,959 | $ 217,839 | $ 3,181,798 |
| Appropriation of 2023 earnings (Note 24) | ||||||||||||
| Legal reserve | - | - | 15,930 | - | (15,930) | - | - | - | - | - | - | - |
| Special reserve | - | - | - | (1,282) | 1,282 | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (115,372) | (115,372) | - | - | - | (115,372) | - | (115,372) |
| - | - | 15,930 | (1,282) | (130,020) | (115,372) | - | - | - | (115,372) | - | (115,372) | |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 130,501 | 130,501 | - | - | - | 130,501 | 43,406 | 173,907 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 3,639 | 3,639 | 5,430 | 77,786 | 83,216 | 86,855 | 834 | 87,689 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 134,140 | 134,140 | 5,430 | 77,786 | 83,216 | 217,356 | 44,240 | 261,596 |
| Decrease in non-controlling interests (Note 24) | - | - | - | - | - | - | - | - | - | - | (25,592) | (25,592) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 14,792 | 14,792 | - | (14,792) | (14,792) | - | - | - |
| BALANCE AT DECEMBER 31, 2024 | 1,648,178 | 467,086 | 215,249 | 3,149 | 661,204 | 879,602 | (9,481) | 80,558 | 71,077 | 3,065,943 | 236,487 | 3,302,430 |
| Appropriation of 2024 earnings (Note 24) | ||||||||||||
| Legal reserve | - | - | 14,893 | - | (14,893) | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (98,891) | (98,891) | - | - | - | (98,891) | - | (98,891) |
| - | - | 14,893 | - | (113,784) | (98,891) | - | - | - | (98,891) | - | (98,891) | |
| Donations from shareholders | - | 35 | - | - | - | - | - | - | - | 35 | - | 35 |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 224,775 | 224,775 | - | - | - | 224,775 | 42,046 | 266,821 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | (1,329) | (1,329) | 11,150 | 18,762 | 29,912 | 28,583 | 299 | 28,882 |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 223,446 | 223,446 | 11,150 | 18,762 | 29,912 | 253,358 | 42,345 | 295,703 |
| Decrease in non-controlling interests (Note 24) | - | - | - | - | - | - | - | - | - | - | (29,248) | (29,248) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 19,096 | 19,096 | - | (19,096) | (19,096) | - | - | - |
| BALANCE AT DECEMBER 31, 2025 | $ 1,648,178 | $ 467,121 | $ 230,142 | $ 3,149 | $ 789,962 | $ 1,023,253 | $ 1,669 | $ 80,224 | $ 81,893 | $ 3,220,445 | $ 249,584 | $ 3,470,029 |
The accompanying notes are an integral part of the consolidated financial statements.
31
CONTREL TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 335,792 | $ 199,389 |
| Adjustments for: | ||
| Depreciation expense | 80,410 | 84,707 |
| Amortization expense | 20,184 | 16,076 |
| Expected credit loss (gain) | (57,917) | 49,250 |
| Net loss (gain) on financial assets at fair value through profit or loss | (3,598) | 771 |
| Finance costs | 11,179 | 14,071 |
| Interest income | (43,867) | (52,639) |
| Dividend income | (2,302) | (1,225) |
| Loss (gain) on disposal of property, plant and equipment | 3 | (611) |
| Loss on disposal of investments accounted for using equity method | 10,394 | - |
| Impairment loss on non-financial assets | - | 105,361 |
| Reversal of impairment loss on non-financial assets | (68,986) | - |
| Recognition of provisions | 144,436 | 96,742 |
| Revenue recognition from overdue accounts payable | - | (2,731) |
| Loss on inventory scrapped | 1,548 | 61,483 |
| Others | (237) | 57 |
| Changes in operating assets and liabilities | ||
| Notes receivable | (304) | (11,750) |
| Accounts receivable | 236,162 | 277,959 |
| Other receivables | (1,419) | (1,893) |
| Inventories | 330,625 | 203,563 |
| Other current assets | 35,639 | 9,979 |
| Net defined benefit assets | (79) | (52) |
| Contract liabilities | (309,256) | (124,020) |
| Accounts payable | (10,258) | (82,942) |
| Other payables | 30,136 | (1,811) |
| Provisions | (76,828) | (104,772) |
| Other current liabilities | 1,263 | (7,296) |
| Net defined benefit liabilities | 527 | (24,764) |
| Cash generated from operations | 663,247 | 702,902 |
| Interest received | 44,544 | 53,253 |
| Interest paid | (11,267) | (14,045) |
| Income taxes paid | (46,491) | (61,357) |
| Net cash generated from operating activities | 650,033 | 680,753 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income | (2,610) | - |
| Proceeds from sale of financial assets at fair value through other comprehensive income | 33,773 | 18,184 |
| Acquisition of financial assets at amortized cost | - | (265,120) |
| Acquisition of financial assets at fair value through profit or loss | 103 | - |
| (Continued) |
CONTROL TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Proceeds from disposal of financial assets at fair value through profit or loss | $ - | $ 1,961 |
| Acquisition of property, plant and equipment | (32,695) | (30,435) |
| Proceeds from disposal of property, plant and equipment | - | 716 |
| Increase in refundable deposits | (357) | - |
| Decrease in refundable deposits | - | 2,482 |
| Acquisition of intangible assets | (24,397) | (18,877) |
| Increase in other financial assets | (16,316) | (32,995) |
| Decrease in other non-current assets | (1,481) | 3 |
| Dividends received | 2,302 | 1,225 |
| Net cash used in investing activities | (41,678) | (322,856) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 455,000 | 1,020,000 |
| Repayments of short-term borrowings | (498,000) | (1,220,000) |
| Proceeds from short-term bills payable | 210,315 | 160,170 |
| Repayments of short-term bills payable | (210,315) | (160,170) |
| Repayments of long-term borrowings | (17,500) | (17,500) |
| Decrease in refundable deposits received | - | (360) |
| Repayment of the principal portion of lease liabilities | (31,584) | (31,868) |
| Dividends paid | (98,891) | (115,372) |
| Change in non-controlling interest | (29,248) | (25,592) |
| Donations from shareholders | 35 | - |
| Net cash used in financing activities | (220,188) | (390,692) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | 3,839 | 7,050 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | 392,006 | (25,745) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 2,027,236 | 2,052,981 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 2,419,242 | $ 2,027,236 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
33
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Control Technology Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of Control Technology Co., Ltd. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only 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 Parent Company Only Financial Statements section of our report. We are independent of the Company 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 parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter of the Company's parent company only financial statements for the year ended December 31, 2025, is stated as follows:
Occurrence of Specific Revenue
The Company's operating revenue mainly came from the sales of automation equipment and machinery for the year ended December 31, 2025. With respect to the transfer of control, the sales revenue might have been recognized before the actual delivery and installation of machinery; as a result, we considered the sales income from automation equipment and machinery as a key audit matter. Refer to Note 4 (m) and 24 of the parent company only financial statements for the accounting policies and related disclosure of revenue. The audit procedures that we performed included the following:
- We obtained an understanding of and tested the effectiveness of the design and implementation of internal control of the abovementioned product trading.
-
We performed tests of details of the sales revenue of the abovementioned products by inspecting delivery and installation confirmed by customers' signatures and receipts of payment.
-
We inspected the subsidiary ledgers for the period between the reporting period and the date of approval of the financial statements and confirmed any sales returns and allowances.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only 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 parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are
34
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 Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only 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 parent company only 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.
The engagement partners on the audits resulting in this independent auditors' report are Xiu-Wen Chen and Jui-Hsuan, Hsu.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 6, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.
35
CONTREL TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 1,369,469 | 30 | $ 924,924 | 21 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 17,050 | - | 20,631 | 1 |
| Accounts receivable (Notes 4, 5, 10 and 31) | 321,042 | 7 | 507,514 | 11 |
| Other receivables (Notes 10 and 31) | 46,091 | 1 | 44,420 | 1 |
| Current tax assets (Note 26) | 7,659 | - | 5,047 | - |
| Inventories (Notes 4 and 11) | 425,238 | 10 | 487,826 | 11 |
| Other financial assets - current (Notes 12 and 32) | 14,000 | - | 14,000 | - |
| Other current assets (Note 17) | 25,974 | 1 | 74,620 | 2 |
| Total current assets | 2,226,523 | 49 | 2,078,982 | 47 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 166,029 | 4 | 178,429 | 4 |
| Financial assets at amortized cost - non-current (Notes 4 and 9) | 212,860 | 4 | 215,570 | 5 |
| Investments accounted for using the equity method (Notes 4 and 13) | 972,877 | 22 | 925,823 | 21 |
| Property, plant and equipment (Notes 4, 14, and 32) | 172,771 | 4 | 179,728 | 4 |
| Right-of-use assets (Notes 4 and 15) | 228,850 | 5 | 282,923 | 7 |
| Investment properties (Notes 4, 16 and 32) | 403,056 | 9 | 411,888 | 9 |
| Intangible assets (Note 4) | 35,649 | 1 | 41,837 | 1 |
| Deferred tax assets (Notes 4 and 26) | 82,824 | 2 | 93,510 | 2 |
| Refundable deposits | 1,275 | - | 771 | - |
| Other non-current assets (Note 17) | - | - | 386 | - |
| Total non-current assets | 2,276,191 | 51 | 2,330,865 | 53 |
| TOTAL | $ 4,502,714 | 100 | $ 4,409,847 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 18 and 31) | $ 126,000 | 3 | $ 169,000 | 4 |
| Contract liabilities - current (Notes 24 and 31) | 266,484 | 7 | 253,441 | 6 |
| Accounts payable (Note 19 and 31) | 213,154 | 4 | 253,303 | 6 |
| Other payables (Notes 20 and 31) | 148,793 | 4 | 145,770 | 3 |
| Provisions - current (Notes 4, 5 and 21) | 87,928 | 2 | 20,344 | 1 |
| Lease liabilities - current (Notes 4 and 15) | 11,605 | - | 13,125 | - |
| Current portion of long-term borrowings (Notes 18 and 32) | 17,500 | - | 17,500 | - |
| Other current liabilities | 5,144 | - | 4,609 | - |
| Total current liabilities | 876,608 | 20 | 877,092 | 20 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 18 and 32) | 131,250 | 3 | 148,750 | 3 |
| Deferred tax liabilities (Notes 4 and 26) | 19,860 | - | 15,368 | - |
| Lease liabilities - non-current (Notes 4 and 15) | 231,621 | 5 | 282,481 | 7 |
| Net defined benefit liabilities (Notes 4 and 22) | 22,930 | - | 20,213 | 1 |
| Total non-current liabilities | 405,661 | 8 | 466,812 | 11 |
| Total liabilities | 1,282,269 | 28 | 1,343,904 | 31 |
| EQUITY (Note 23) | ||||
| Ordinary shares | 1,648,178 | 37 | 1,648,178 | 37 |
| Capital surplus | 467,121 | 10 | 467,086 | 10 |
| Retained earnings | ||||
| Legal reserve | 230,142 | 5 | 215,249 | 5 |
| Special reserve | 3,149 | - | 3,149 | - |
| Unappropriated earnings | 789,962 | 18 | 661,204 | 15 |
| Total retained earnings | 1,023,253 | 23 | 879,602 | 20 |
| Other equity | 81,893 | 2 | 71,077 | 2 |
| Total equity | 3,220,445 | 72 | 3,065,943 | 69 |
| TOTAL | $ 4,502,714 | 100 | $ 4,409,847 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
CONTREL TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 24 and 31) | $ 1,425,497 | 100 | $ 1,352,289 | 100 |
| OPERATING COSTS (Notes 11, 22, 25 and 31) | 1,007,990 | 71 | 1,009,234 | 75 |
| GROSS PROFIT | 417,507 | 29 | 343,055 | 25 |
| OPERATING EXPENSES (Notes 10, 22, 25 and 31) | ||||
| Selling and marketing expenses | 64,455 | 5 | 60,482 | 4 |
| General and administrative expenses | 178,350 | 12 | 186,589 | 14 |
| Research and development expenses | 171,364 | 12 | 194,660 | 14 |
| Expected credit loss (gain) | (55,323) | (4) | 34,354 | 3 |
| Total operating expenses | 358,846 | 25 | 476,085 | 35 |
| PROFIT (LOSS) FROM OPERATIONS | 58,661 | 4 | (133,030) | (10) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| (Notes 25 and 31) | ||||
| Interest income | 27,619 | 2 | 31,274 | 2 |
| Other income | 41,532 | 3 | 48,004 | 4 |
| Other gains and losses | (25,732) | (2) | 43,022 | 3 |
| Finance costs | (10,519) | - | (14,191) | (1) |
| Share of profit or loss of subsidiaries and associates | 149,429 | 10 | 138,459 | 10 |
| Total non-operating income and expenses | 182,329 | 13 | 246,568 | 18 |
| PROFIT BEFORE INCOME TAX | 240,990 | 17 | 113,538 | 8 |
| INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 26) | 16,215 | 1 | (16,963) | (1) |
| NET PROFIT FOR THE YEAR | 224,775 | 16 | 130,501 | 9 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 22, 23 and 26) | ||||
| Items that will not be reclassified subsequently to profit or loss | ||||
| Remeasurement of defined benefit plans | (2,191) | - | 3,789 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 18,762 | 1 | 77,786 | 7 |
| Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method | 424 | - | 608 | - |
| (Continued) |
38
CONTREL TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| Income tax related to items that will not be reclassified subsequently to profit or loss | $ 438 | - | $ (758) | - |
| Items that may be reclassified subsequently to profit or loss | ||||
| Exchange differences on translation of the financial statements of foreign operations | 11,150 | 1 | 5,430 | 1 |
| Other comprehensive income for the year, net of income tax | 28,583 | 2 | 86,855 | 8 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 253,358 | 18 | $ 217,356 | 17 |
| EARNINGS PER SHARE (Note 27) | ||||
| Basic | $ 1.36 | $ 0.79 | ||
| Diluted | $ 1.36 | $ 0.79 |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
CONTREL TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Shares | Capital Surplus | Retained Earnings | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Other Equity Unrealized Valuation Gains (Losses) on Financial Assets at Fair Value Through Other Comprehensive Income | Total | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | Total | |||||||
| BALANCE AT JANUARY 1, 2024 | $ 1,648,178 | $ 467,086 | $ 199,319 | $ 4,431 | $ 642,292 | $ 846,042 | $ (14,911) | $ 17,564 | $ 2,653 | $ 2,963,959 |
| Appropriation of 2023 earnings (Note 23) | ||||||||||
| Legal reserve | - | - | 15,930 | - | (15,930) | - | - | - | - | - |
| Special reserve | - | - | - | (1,282) | 1,282 | - | - | - | - | - |
| Cash dividends | - | - | - | - | (115,372) | (115,372) | - | - | - | (115,372) |
| - | - | 15,930 | (1,282) | (130,020) | (115,372) | - | - | - | (115,372) | |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 130,501 | 130,501 | - | - | - | 130,501 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 3,639 | 3,639 | 5,430 | 77,786 | 83,216 | 86,855 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 134,140 | 134,140 | 5,430 | 77,786 | 83,216 | 217,356 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 14,792 | 14,792 | - | (14,792) | (14,792) | - |
| BALANCE AT DECEMBER 31, 2024 | 1,648,178 | 467,086 | 215,249 | 3,149 | 661,204 | 879,602 | (9,481) | 80,558 | 71,077 | 3,065,943 |
| Appropriation of 2024 earnings (Note 23) | ||||||||||
| Legal reserve | - | - | 14,893 | - | (14,893) | - | - | - | - | - |
| Cash dividends | - | - | - | - | (98,891) | (98,891) | - | - | - | (98,891) |
| - | - | 14,893 | - | (113,784) | (98,891) | - | - | - | (98,891) | |
| Donations from shareholders (Note 23) | - | 35 | - | - | - | - | - | - | - | 35 |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 224,775 | 224,775 | - | - | - | 224,775 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | (1,329) | (1,329) | 11,150 | 18,762 | 29,912 | 28,583 |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 223,446 | 223,446 | 11,150 | 18,762 | 29,912 | 253,358 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 19,096 | 19,096 | - | (19,096) | (19,096) | - |
| BALANCE AT DECEMBER 31, 2025 | $ 1,648,178 | $ 467,121 | $ 230,142 | $ 3,149 | $ 789,962 | $ 1,023,253 | $ 1,669 | $ 80,224 | $ 81,893 | $ 3,220,445 |
The accompanying notes are an integral part of the parent company only financial statements.
40
CONTREL TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 240,990 | $ 113,538 |
| Adjustments for: | ||
| Depreciation expense | 53,395 | 58,918 |
| Amortization expense | 15,866 | 13,140 |
| Expected credit loss (gain) | (55,323) | 34,354 |
| Net loss (gain) on financial assets at fair value through profit or loss | (3,598) | 771 |
| Finance costs | 10,519 | 14,191 |
| Interest income | (27,619) | (31,274) |
| Dividend income | (2,302) | (1,225) |
| Share of profit of subsidiaries and associates | (149,429) | (138,459) |
| Gain on disposal of property, plant and equipment | - | (655) |
| Loss on disposal of investments accounted for using equity method | 10,394 | - |
| Impairment loss on non-financial assets | 1,112 | 45,623 |
| Reversal of impairment loss on non-financial assets | (72,816) | - |
| Unrealized foreign currency exchange loss (gain) | 2,709 | (450) |
| Loss on inventory scrapped | - | 56,883 |
| Recognition of provisions | 144,400 | 96,728 |
| Others | - | 62 |
| Changes in operating assets and liabilities | ||
| Accounts receivable | 241,795 | 250,317 |
| Other receivables | 12 | (3,862) |
| Inventories | 135,404 | 40,912 |
| Other current assets | 48,646 | 7,208 |
| Contract liabilities | 13,043 | 103,712 |
| Accounts payable | (40,149) | (81,977) |
| Other payables | 16,170 | (1,481) |
| Provisions | (76,816) | (104,713) |
| Other current liabilities | 535 | 943 |
| Net defined benefit liabilities | 526 | (24,764) |
| Cash generated from operations | 507,464 | 448,440 |
| Interest received | 28,012 | 31,264 |
| Interest paid | (10,607) | (14,321) |
| Income taxes paid | (3,211) | (6,480) |
| Net cash generated from operating activities | 521,658 | 458,903 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income | (2,610) | - |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 33,773 | 18,184 |
| Acquisition of financial assets at amortized cost | - | (215,120) |
| Acquisition of financial assets at fair value through profit or loss | 103 | - |
| (Continued) |
41
CONTROL TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Proceeds from disposal of financial assets at fair value through profit or loss | $ - | $ 1,961 |
| Proceeds from capital reduction of investments accounted for using equity method | 5,598 | - |
| Acquisition of property, plant and equipment | (25,036) | (34,882) |
| Proceeds from disposal of property, plant and equipment | - | 655 |
| Increase in refundable deposits | (504) | (91) |
| Decrease in other receivables | 5,000 | 15,600 |
| Acquisition of intangible assets | (20,198) | (17,094) |
| Increase in other financial assets | - | (7,800) |
| Dividends received from subsidiaries | 96,845 | 84,739 |
| Dividends received from others | 2,302 | 1,225 |
| Net cash generated from (used in) investing activities | 95,273 | (152,623) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 455,000 | 1,020,000 |
| Repayments of short-term borrowings | (498,000) | (1,320,000) |
| Proceeds from short-term bills payable | 210,315 | 160,170 |
| Repayments of short-term bills payable | (210,315) | (160,170) |
| Repayments of long-term borrowings | (17,500) | (17,500) |
| Refund of guarantee deposits received | - | (360) |
| Repayment of the principal portion of lease liabilities | (13,030) | (14,030) |
| Dividends paid | (98,891) | (115,372) |
| Increase in investment for using the equity method | - | (15,000) |
| Donations from shareholders | 35 | - |
| Net cash used in financing activities | (172,386) | (462,262) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 444,545 | (155,982) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 924,924 | 1,080,906 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,369,469 | $ 924,924 |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
Attachment 6: 2025 Earnings Distribution Table
Contrel Technology Co., Ltd.
2025 Earnings Distribution Table
| Unappropriated retained earnings at the beginning of the year | $ 547,421,903 | |
|---|---|---|
| Net profit after tax for the current year | 224,773,811 | |
| Retained earnings adjusted for investments accounted for using equity method | 424,121 | |
| Remeasurement of defined benefit plans | (1,752,534) | |
| The disposal of equity investments measured at fair value through other comprehensive income, accumulated profit or loss are transferred to retained earnings. | 19,095,452 | |
| Post-adjustment unappropriated retained earnings | 242,540,850 | |
| Provision for legal reserve | (24,254,085) | |
| Retained earnings available for distribution | 765,708,668 | |
| Items for distribution: | ||
| Cash dividends (NT$ 1.1 per share) | (181,299,620) | |
| Unappropriated retained earnings at the end of the year | $ 584,409,048 |
Note: The surplus is given priority to the distribution of the 2025 surplus.
Chairperson: Jui-Hsiung Yen
General Manager: Tsan-Jen Chen
Accounting Manager: Zih-Huei Wang
42
Attachment 7: "Articles of Incorporation" Amended Article Comparison Table
" Articles of Incorporation of Control Technology Co., Ltd. " Amended Article Comparison Table
| Article No. | Content of article after amendment | Content of article before amendment | Reasons for Amendment |
|---|---|---|---|
| Article 6 | The Company has an authorized capital of 2.55 billion New Taiwan Dollars in 255 million shares. Each share has a face value of ten New Taiwan Dollars. The board of directors is authorized to raise share capital in multiple issues. Within the aforementioned capital stock, NT$50 million is reserved for the issuance of employee stock options in the amount of 5 million shares with a par value of NT$10 per share. The board is authorized to issue the shares in installments depending on the needs. | The Company has an authorized capital of 2.05 billion New Taiwan Dollars in 205 million shares. Each share has a face value of ten New Taiwan Dollars. The board of directors is authorized to raise share capital in multiple issues. Within the aforementioned capital stock, NT$50 million is reserved for the issuance of employee stock options in the amount of 5 million shares with a par value of NT$10 per share. The board is authorized to issue the shares in installments depending on the needs. | To align with the company's operational needs, the total authorized capital has been adjusted. |
| Article 13-1 | Among the abovementioned number of directors, there should be at least 3 independent directors, accounting no less than 1/3 of the board seats. Paragraph 2 is omitted. | Among the abovementioned number of directors, there should be at least 3 independent directors, accounting no less than 1/5 of the board seats. Paragraph 2 is omitted. | To comply with Paragraph 3, Article 4 of the Directions for Compliance Requirements Regarding the Establishment and Exercise of Powers of Boards of Directors of TPEx Listed Companies, the ratio of independent directors has been revised. |
| Article 21 | Omitted. The 16th amendment was conducted on June 5, 2025. The 17th amendment was conducted on May 28, 2026. | Omitted. The 16th amendment was conducted on June 5, 2025. | Latest amendment date added. |
Attachment 8: List of Directors (including Independent Directors) Candidates
Contrel Technology Co., Ltd.
List of Directors (including Independent Directors) Candidates
| Title | Name | Name of the Government or Juridical Person Represented | Primary Educational Background | Primary Professional Experience | Current Position | Number of Shares Held |
|---|---|---|---|---|---|---|
| Director | Yu-Wen Liang | C Sun Mfg., Ltd. | Advanced Management Program, National Chengchi University MBA, Washington State University (USA) LL.M., Northwestern University (USA) | Special Assistant to the Chairperson, C Sun Mfg., Ltd. | General Manager, C Sun Mfg., Ltd. Vice Chairperson and CEO, Gallant precision Machining Co., Ltd. Chairperson and CEO, Gallant Micro Machining Co., Ltd. Director, Phoenix Silicon International Corporation | 20,000,000 |
| Director | Jui-Hsiung Yen | Jui Hsiu Investment Co., Ltd. | B.S. in Mechanical Engineering, National Cheng Kung University | General Manager, Tongtai Machine & Tool Co., Ltd. | Chairperson and General Manager, Tongtai Machine & Tool Co., Ltd. | 4,091,949 |
| Director | Cheng Yen | San Shin Co., Ltd. | M.S. in Industrial Engineering, Columbia University | Special Assistant to the Chairperson, San Shin Co., Ltd. | General Manager, San Shin Co., Ltd. | 12,723,750 |
| Director | Lu Yen | Tsan Ying Investment Co., Ltd. | M.S. in Integrated Marketing, Northwestern University | Assistant Vice President, Tongtai Machine & Tool Co., Ltd. | Vice President and Spokesperson, Tongtai Machine & Tool Co., Ltd. | 1,803,572 |
| Independent Director | Tz-Cheng Chiu | N/A | Ph.D. in Mechanical Engineering and Mechanics, Lehigh University (USA) | Professor, Department of Mechanical Engineering, National Cheng Kung University | Professor, Department of Mechanical Engineering, National Cheng Kung University | - |
| Independent Director | Ling-Ju Luo | N/A | M.S. in Human Resources and Global Leadership, City University of New York | Founder and CEO, LCS (Learnchamp Consulting Services) Management Consulting Co., Ltd. Adjunct Teaching Assistant, EMBA Program, College of Management, Tunghai University | Founder and CEO, LCS (Learnchamp Consulting Services) Management Consulting Co., Ltd. Adjunct Teaching Assistant, EMBA Program, College of Management, Tunghai University | - |
| Independent Director | Hsiu-Yen Chen | N/A | B.A. in Public Finance, National Chengchi University | Vice President of Finance, Chen Nan Iron Wire Co., Ltd. | N/A | - |
Attachment 9: Detailed List of Competing Trade Involvements by Director (including Independent Director) Candidates
Contrel Technology Co., Ltd. Detailed List of Competing Trade Involvements by Director (including Independent Director) Candidates
| Title | Name | Concurrent Positions Held |
|---|---|---|
| Director | C Sun Mfg., Ltd. | |
| Representative : Yu-Wen Liang | Chairperson and CEO : Gallant Micro Machining Co., Ltd. | |
| Vice Chairperson and CEO : Gallant precision Machining Co., Ltd. | ||
| Chairperson : Top Creation Machines Co., Ltd. 、 Power Ever Enterprises Limited 、 Good Team International Enterprise Limited (Hong Kong) 、 Navigation Technology Co., Ltd. | ||
| Director : Nantong Top Creation Machines Co., Ltd. 、 Suzhou Top Creation Machines Co., Ltd. 、 Suzhou Chuangfeng Optoelectronic Intelligent Technology Co., Ltd. | ||
| Juridical Person Director : Phoenix Silicon International Corporation | ||
| Independent Director : Yu-Chen system technology corp. | ||
| General Manager : C Sun Mfg., Ltd. | ||
| Director | Jui Hsiu Investment Co., Ltd. | |
| Representative : Jui-Hsiung Yen | Chairperson : Tongtai Machine & Tool Co., Ltd. 、 Asia Pacific Elite Corp. 、 Quick-Tech Machinery Co., Ltd. 、 Suzhou Tongyu Machine Tool Co., Ltd. (Suzhou) 、 F.S.E Corporation 、 Ever Lumin Incorporation 、 Tong-Yeh Precision Industry Co., Ltd. 、 Tongfong Auto Tech Co., Ltd. 、 Tongtai Machine &Tool Japan Co, Ltd. 、 Tong-Yu Machine Tool Co., Ltd. (Shanghai) 、 Great Pursuit Limited 、 Tong Tai Seiki Vietnam Co., Ltd. 、 TTGroup Technologies 、 Cerimatec 、 PCI-SCEMM | |
| Director : Union Top Industrial (SAMOA) Limited 、 TongTai Machinery Co., Ltd. 、 Tongtai Machine Tool(MFG) Sdn Bhd 、 Tongtai Europe B.V. 、 Yeou Sheng Machine Co., Ltd. 、 Tong-Tai-Shin Trading Co., Ltd. (Shanghai) 、 Hao-Tern-Shin Electronic Co., Ltd. (Shenzhen) | ||
| Juridical Person Director : Printin3d DigiTech Co., Ltd. 、 Honor Seiki Co., Ltd. 、 Hantop Intelligence Technology Co., Ltd. 、 Yeong Chin Machinery Industries Co., Ltd. | ||
| General Manager : Tongtai Machine & Tool Co., Ltd. 、 Asia Pacific Elite Corp. 、 Hao-Tern-Shin Electronic Co., Ltd (Shenzhen) | ||
| Director | San Shin Co., Ltd. | |
| Representative : Cheng Yen | Chairperson : Potzu Co., Ltd. | |
| Director : Tongtai Machine & Tool Co., Ltd. 、 Long Power Machinery Corporation 、 San Shin Co., Ltd. 、 Yuken Hydraulics (T.W.) Co., Ltd. | ||
| General Manager : San Shin Co., Ltd. |
| Title | Name | Concurrent Positions Held |
|---|---|---|
| Director | Tsan Ying | |
| Investment Co., Ltd. | ||
| Representative : Lu Yen | Chairperson : TTGroup France | |
| Director : Tongtai Machine Tool(MFG) Sdn Bhd 、 TONGAN GmbH 、 Mbi-group Beteiligung GmbH 、 TONGTAI MEXICO, S.A. DE C.V. 、 Tongtai Europe B.V. | ||
| Juridical Person Director : Tongtai Machine & Tool Co., Ltd. 、 Asia Pacific Elite Corp. 、 Honor Seiki Co., Ltd. 、 F.S.E Corporation 、 Ruei Yang Corporation 、 C Sun Mfg., Ltd. 、 Potzu Co., Ltd. | ||
| Other : Vice President and Spokesperson, Tongtai Machine & Tool Co., Ltd. |
46
Appendices
Appendix 1: Articles of Incorporation (Before revision)
Articles of Incorporation of Control Technology Co., Ltd.
Chapter 1 General Provisions
Article 1 The Company is organized in accordance with the provisions of the Company Act and is named Control Technology Co., Ltd.
Article 2 The Company is engaged in the following business activities:
- CC01080 Electronics components manufacturing
- CB01010 Mechanical equipment manufacturing
- CQ01010 Mold and die manufacturing
- CE01030 Optical instruments manufacturing
- JA03010 Laundry (operation outside the region only)
- F401010 International trade
Research, develop, manufacture and sell the following products:
- Wafer function and surface inspection machine.
- Logic IC and memory IC testing machine.
- LCD panel lighting testing machine.
Automation, process, inspection, optics and precision instruments, equipment and components.
Concurrently operate the international trade of the abovementioned products.
- C306010 Wearing apparel (operation outside the region only)
- C307010 Clothing accessories (operation outside the region only)
- C399990 Other textile and products manufacturing (operation outside the region only)
Article 3 The Company is headquartered in Southern Taiwan Science Park, Taiwan, and may establish local and foreign branches or offices as deemed necessary, subject to approval by the competent authority.
Article 4 Public announcements shall be duly made in accordance with the methods described in Article 28 of The Company Act.
Chapter 2 Share Capital
Article 5 The total amount of the Company's external investment is determined by the board resolution and is not subject to the 40% limit rule of the paid-in capital as specified in Article 13 of the Company Act.
The Company may provide external endorsement.
Article 6 The Company has an authorized capital of 2.05 billion New Taiwan Dollars in 205 million shares. Each share has a face value of ten New Taiwan Dollars. The board of directors is authorized to raise share capital in multiple issues.
Within the aforementioned capital stock, NT$50 million is reserved for the issuance of employee
stock options in the amount of 5 million shares with a par value of NT$10 per share. The board is authorized to issue the shares in installments depending on the needs.
Article 6-1 The transfer of treasury stocks, the issuance of employee stock options, the subscription of new shares and the issuance of restricted employee shares in accordance with the law may include employees of controlling or affiliated companies that meet certain criteria, and the board is authorized to determine the criteria and subscription method.
Article 7 Shares of the Company is exempted from actual printing but shall be registered with Taiwan Depository and Clearing Corporation.
Article 8 Change or transfer of share ownership shall be suspended during the 60 days prior to an annual general meeting, during the 30 days prior to an extraordinary shareholder meeting, and during the 5 days prior to the date of record of any dividend, bonus or rights distribution.
Chapter 3 Shareholder Meetings
Article 9 There are two types of shareholder meetings and they are annual general meetings and extraordinary general meetings. General meetings are held once a year and shall be held within six months after the end of each fiscal year. Extraordinary general meetings, when necessary, are held in accordance with the provisions of the Company Act.
Article 9-1 Shareholder meetings may be held by teleconferencing or other means announced by the central authority.
Article 10 Shareholders unable to attend the meeting may offer to show the signed or stamped power of attorney issued by the Company that specifies the scope of authorization and entrust their proxy to attend the meeting.
Article 11 Unless otherwise specified in accordance with the Company Act to have no voting power, or that the shareholders are involved in the circumstances specified in Subparagraph 3, Article 157 of the Company Act, the standard of one share, one vote shall apply to every shareholder. Every share represents one vote unless it is restricted or deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
Article 12 Unless otherwise specified by the Company Act, shareholder meetings shall have the attendance of shareholders with more than majority of the issued shares and the resolutions shall be represented by more than majority of the attending shareholders.
Chapter 4 Board of Directors
Article 13 The Company shall have six to thirteen directors. The election of the Company's directors has adopted the candidate nomination approach, in which shareholders make their election choices from a list of candidates. The nomination method complies with the provisions of Article 192-1 of the Company Act. The elected directors serve a term of three years and may be eligible for re-election.
48
Article 13-1 Among the abovementioned number of directors, there should be at least 3 independent directors, accounting no less than 1/5 of the board seats.
The professional qualifications, shareholding, part-time restrictions, determination of independence, nominations and other rules to be followed regarding the election of independent directors shall be handled in accordance with laws and regulations of the securities authority.
Article 13-2 The Company establishes an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of the entire number of independent directors. One of them shall be the convener, and at least one of them shall have accounting or financial expertise.
Members of the audit committee and their responsibilities and the related matters shall be handled in accordance with the relevant laws and regulations, and the organizational rules shall be separately determined by the board of directors.
The Company may assemble a remuneration committee or other functional committees as needed in accordance with the law or to support business activities.
Article 14 The board comprises directors. The chairperson of the board shall be elected from among the directors with a consent of a majority of the directors present at a meeting attended by more than two thirds of the directors. The chairperson of the board shall be the representative of the Company.
Article 14-1 Reasons shall be specified and every director shall be notified at least seven days before the convening of board meetings. Meetings can be called at any time in case of emergency. The notice of the convening of board meeting can be made in writing, fax or email.
Article 15 If the chairman asks for leave or fails to exercise rights and responsibilities for any reason, a representative shall be assigned in accordance with the provisions of Paragraph 3, Article 208 of the Company Act. If the chairman does not designate an acting chairperson, the directors shall elect one among themselves to act as the acting chairperson.
If a director is unable to attend the meeting, he/she may issue a power of attorney detailing the scope of delegated authority and appoint another director to attend the meeting. One director may accept only one power of attorney.
Article 16 The Company pays remuneration to directors for performing their duties for the business of the Company, whether the Company is operating at a profit or at a loss. The board is authorized to determine the remuneration to directors based on their level of participation in and contribution to the Company's operation, and the remuneration shall not be higher than the standard of the highest pay grade in the Company's salary policy.
Chapter 5 Managerial officers
Article 17 The Company shall establish positions of managerial officers, and the appointment, dismissal and remuneration shall comply with Article 29 of the Company Act.
49
Chapter 6 Accounting
Article 18 The Company shall, at the end of each fiscal year, have the board prepare the documents shown below, submit them to annual general meeting of shareholders, and request for ratification of the reports at the meeting:
I. Business reports.
II. Financial statements.
III. Motions for profit distribution or making up for losses.
Article 19 If the Company is profitable in the fiscal year, it shall allocate no less than 5% of the profit as the remuneration of employees in the form of stocks or cash as resolved by the board. Employees of controlled or affiliated companies who meet certain criteria are also eligible for the remuneration. Up to 3% of the aforementioned profit may be allocated as the remuneration for directors as resolved by the board of directors. Employee’s and director’s remuneration proposals are to be raised for resolution during the shareholders’ meetings.
Profits must first be taken to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages.
The allocated amount of employee compensation in the paragraph 1 shall include no less than 20% distributed to grassroots employees.
Article 19-1 The profits of the Company after the final accounts is distributed to the following accounts in their respective order:
I. Withholding taxes.
II. Make up for past losses.
III. The profits from annual final accounts shall have 10% allocated as legal reserve, but if the legal reserve has reached the paid-in capital, no further allocations will be conducted.
IV. Allocated or reversed special reserve.
V. With respect to the balance after the abovementioned allocation in Subparagraph 1 to 4 and the accumulated undistributed profit of the previous year, the board proposes a profit distribution to the shareholders meeting for resolution.
VI. The distribution of shareholder dividends may be combined with cash and stock dividends. The percentage of cash dividends paid each year shall not be less than 10% of the total amount of cash and stock dividends paid in that year.
Article 20 Any outstanding issues not addressed in the Articles of Incorporation shall be governed by the Company Act and relevant regulations.
Chapter 7 Supplementary Provisions
Article 21 The Articles of Incorporation was established on April 15, 1998.
The 1st amendment was made on August 10, 1998.
The 2nd amendment was conducted on May 31, 1999.
The 3rd amendment was conducted on June 20, 2000.
The 4th amendment was conducted on May 28, 2002.
The 5th amendment was conducted on January 30, 2004.
The 6th amendment was conducted on June 24, 2004.
The 7th amendment was conducted on May 6, 2005.
The 8th amendment was conducted on April 20, 2006.
The 9th amendment was conducted on June 15, 2007.
The 10th amendment was conducted on June 19, 2008.
The 11th amendment was conducted on June 16, 2009.
The 12th amendment was conducted on June 17, 2010.
The 13th amendment was conducted on June 8, 2016.
The 14th amendment was conducted on June 11, 2020.
The 15th amendment was conducted on June 21, 2022.
The 16th amendment was conducted on June 5, 2025.
51
52
Appendix 2: Rules of Procedures for Shareholders' Meeting
Control Technology Co., Ltd.
Rules of Procedures for Shareholders' Meeting
Article 1
Unless otherwise specified by the law or the Articles of Incorporation, shareholder meetings of the Company shall proceed according to the terms of the Rules.
Article 2
Unless otherwise specified by the law, shareholder meetings are to be convened by the board of directors.
The company shall specify in its articles of association, and subject to the regulations provided in the Guidelines for Handling Stock Affairs of Publicly Issued Companies, if any, that shareholders' meetings may be conducted via video conferencing. Such decision shall be made by the board of directors and shall be implemented only upon the resolution of the board of directors with the attendance of at least two-thirds of the directors and the approval of the majority of the attending directors.
Any changes to the convening of a shareholder meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent.
The Company shall compile an electronic file that contains the meeting advice, a proxy form, a detailed description of the agenda to be ratified or discussed during the meeting and notes on re-election or discharge of directors, and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting. At least 21 days before an annual general meeting or 15 days before an extraordinary shareholder meeting, an electronic copy of the shareholder meeting handbook and supplementary information shall be prepared and posted onto the MOPS. However, in the event that the Company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and investors in China reached 30% or more as recorded in the shareholder register at the time of holding of the shareholder meeting in the most recent fiscal year, it shall upload the electronic file 30 days prior to the day on which the shareholder meeting is to be held. Physical copies of the shareholder meeting handbook and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed within the Company's premises and at the shareholder services agent.
The abovementioned meeting handbook and supplementary materials shall be made available by the Company to shareholders in the following ways on the day of the shareholder meeting:
I. Distributed on-site at the venue of the shareholder meeting where the physical meeting is held.
II. If the shareholder meeting is also available through teleconferencing, distribute the materials at the physical venue, and upload the electronic files to the teleconferencing platform.
III. If the shareholder meeting is held by teleconferencing, the electronic files shall be uploaded to the teleconferencing platform.
The meeting advice and announcement shall state clearly the agenda to be discussed during the meeting, and can be issued in electronic form if consented to by the recipient.
Discussions concerning election or discharge of directors, amendment of Articles of Incorporation, capital reduction, delisting, director non-compete agreement, capitalization of earnings, capitalization of reserves, company dissolution, merger, split or the clauses in Paragraph 1, Article 185 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers should be listed in the purposes for convening
the meeting, not proposed as an extraordinary motion.
The notification for the convening of the shareholder meeting has announced the re-election of directors and the inauguration date. After the re-election at the shareholder meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting.
Shareholders who hold over 1% of the total issued shares may propose motions in the Company's shareholder general meeting. Each shareholder is entitled to propose one motion, and additional motions will not be included in the discussion. Furthermore, if the issue raised by shareholders involves items in Paragraph 4, Article 172-1 of the Company Act, the board of directors can omit the proposal. Shareholders may submit proposals that aim to urge the Company to promote the public interest or fulfill social responsibilities. The proposals should cover one discussion item at a time in accordance with Article 172-1 of the Company Act, and those with more than one item in the proposal will not be included in the motion.
The Company shall announce, before the book closure date for the annual general meeting, the acceptance of shareholders' proposals, the procedures for accepting proposals either in writing or electronic version and the place and time of acceptance. The period of acceptance shall not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. During the shareholders meeting, the board of directors shall explain the reasons why certain proposed motions are excluded from the discussion.
Article 3
Shareholders may appoint proxies to attend shareholder meetings on their behalf by completing the Company's proxy form and specifying the scope of delegated authority.
Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholder meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw from the previous proxy arrangement.
Should the shareholder decide to attend the shareholder meeting personally or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
Should the shareholder decide to attend a shareholder meeting by teleconferencing after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
Article 4
Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3PM. Independent directors' opinions shall be fully taken into consideration when choosing the meeting venue.
If the shareholder meeting is held by teleconferencing, it is not subject to the restriction on the venue as specified in the preceding paragraph.
Article 5
The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxies (referred to as shareholders) where relevant.
53
Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check in to the teleconferencing platform of the shareholder meeting should be completed at least 30 minutes before the meeting starts, those who complete the check-in are considered to have attended the meeting in person.
Shareholders shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification.
An attendance log shall be provided to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence.
Shareholders who attend the meeting shall be given a copy of the meeting handbook, annual report, attendance pass, opinion slip, motion ballots and any information relevant to the meeting. Prepare additional ballots if director election is also being held during the meeting.
Where the shareholder is a government agency or corporate entity, more than one proxy may attend the shareholder meeting. Corporate entities that have been designated as proxy attendants can only appoint one representative to attend a shareholder meeting.
Shareholders who would like to attend the teleconferenced shareholder meeting should register with the Company at least two days before the shareholder meeting.
For shareholder meetings that are held by teleconferencing, the Company shall upload the meeting handbook, annual report and other relevant information to the teleconferencing platform of the shareholder meeting, and keep them disclosed until the end of the meeting.
Article 5-1
The shareholder meeting notice should specify the following matters if the meeting is also made available through teleconferencing:
I. Methods of participation in the meeting through teleconferencing and for exercising their rights.
II. The handling of issues with the video conference platform or participation in the teleconference due to natural disasters, incidents or other force majeure events, including at least the following:
(I) The time or date when the abovementioned issues cannot be resolved and the meeting needs to be postponed or resumed.
(II) Shareholders who have not registered to participate in the shareholder meeting by teleconferencing shall not participate in the postponed or resumption of the meeting.
(III) If the shareholder teleconference meeting cannot resume, and the total number of shares represented in attendance still meet the statutory quorum for the resolutions conducted after subtracting the number of shares that attended the meeting by teleconferencing, the meeting may still continue without needing a postponement or resumption. For shareholders who originally choose to attend the shareholder meeting by teleconferencing, the number of share is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting.
(IV) The handling methods for when the results for all the motions have been announced, and there are no extraordinary motions.
III. Alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing. Except as provided in Article 44-9, Paragraph 6 of the Guidelines for Handling Stock Affairs of Publicly Issued Companies, the company shall provide shareholders with access to necessary equipment for connection and assistance, and shall specify the period during which shareholders may apply to the company and other relevant matters to be noted.
Article 6
Shareholder meetings that are convened by the board of directors shall be chaired by the chairman. If the chairman is on leave or is unable to exercise duties for any reason, the vice chairman will act on behalf. If there is no vice chairman or if the vice chairman is also on leave or is unable to exercise duties for any reason, the chairman may appoint one managing director to assume acting duty. If there is no managing
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director, one of the directors shall be appointed to perform acting duty. If the chairman appoints no delegate, one shall be appointed among managing directors or directors.
The chairperson position mentioned above shall be assumed by a managing director or director, who has been on the board for more than six months and possesses adequate understanding of the Company's financial and business performance. The same applies if the chairperson is a representative of a corporate director.
It is advisable that shareholder meetings convened by the board of directors be chaired by the chairman of the board in person and attended by a majority of the directors and one member of each functional committee on behalf of the committee in person. The attendance shall be recorded in the meeting minutes.
For the meeting that is convened by the ones with the convening authority outside of the board, the meeting should be chaired by convening authority. One person should be selected to chair the meeting if there are more than two present.
The Company may summon its legal counsels, certified public accountants, and any relevant personnel to be present at shareholder meetings.
Article 7
The Company shall record non-stop, in audio or video, from the time admission is accepted and throughout the entire meeting proceeding, voting and vote counting.
These recordings must be retained for at least one year. However, if a shareholder files a lawsuit according to Article 189 of the Company Act, the recording materials shall be retained until the conclusion of the litigation.
For the shareholder meetings held by teleconferencing, the Company shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting.
The abovementioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling teleconferencing tasks.
If the shareholder meeting is to be held by teleconferencing, the Company should audio- and video-record the backend operation interface of the teleconferencing platform.
Article 8
Shareholders' attendance is determined by the number of shares represented during the meeting. The number of shares in attendance is counted based on the submitted attendance cards and the shareholding reported on the teleconferencing platform, together with the shares with the written or electronic voting rights.
The chairperson is to call the meeting to order at the designated meeting time, and at the same time announce the number of non-voting rights and number of shares present and other relevant information.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. The chair is to announce the meeting adjourned if still less than 1/3 of the total issued shares are presented at the meeting after the postponement twice. For the shareholder meeting held by teleconferencing, the Company shall announce the adjournment of the meeting on the teleconferencing platform.
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, Article 175 of the Company Act. The tentative resolution may be sent to all shareholders to notify them of another shareholder meeting to be held within one month. Shareholders who wish to attend the shareholder meeting which is to be held by teleconferencing shall register with the Company in accordance with Article 5.
If the attending shareholders representing more than half of the total issued shares before the end of the meeting, the chair is to make a tentative resolution and re-submit it for a shareholder voting in accordance with Article 174 of the Company Act.
Article 9
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The board should set the agenda for the meetings that it convenes. Relevant motions (including extraordinary motions and amendments to the original motions) shall be decided on a case-by-case basis. The meeting should be carried out based on the agenda and should be not changed without the resolution of the shareholders.
The regulations of the preceding paragraph may be applied to a meeting of shareholders convened by a party that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chairperson must allow for sufficient time to explain and discuss the various motions, amendments or special motions proposed during the meeting. The chairperson may announce discontinuance of further discussions if the issue in question is considered to have been sufficiently discussed to proceed with the voting and arrange sufficient voting time.
Article 10
Shareholders who wish to speak during the meeting must first produce an opinion slip detailing the topic and shareholder account number (or conference pass serial number). The order of shareholders' comments shall be determined by the chairperson.
The attending shareholders are considered to offer no statement if they only provide speech notes without giving statements. In the event where the content of the statement is inconsistent with the speech note, the content of the statement should prevail.
Each shareholder shall not make more than two statements for the same proposals without the chairman's agreement, and each statement shall not exceed five minutes. If shareholder's statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement.
When a present shareholder is making a statement, other shareholders shall not speak unless permitted by the chairperson and the speaking shareholder. Violators shall be halted by the chairperson.
The corporate shareholders who assign more than two legal representatives to attend the meeting can only have one person give a speech for a motion.
After an attending shareholder speaks, the chairperson shall personally answer or designate a person to answer.
For the shareholder meetings held by teleconferencing, the shareholders who attend the meetings by teleconferencing may raise their questions in writing on the teleconferencing platform after the chair announces the start of the meeting and before the chair announces the end of the meeting. No more than two questions for the same motion should be allowed, and each question can have a maximum of 200 words. These do not apply to the requirements in Paragraphs 1 to 5.
The abovementioned questions which do not violate the rules or do not exceed the scope of the motion should be disclosed on the teleconferencing platform as public knowledge.
Article 11
Voting rights in a shareholder meeting are counted based on the number of shares represented.
The shares of the shareholders without voting rights are not counted in the total issued shares for the resolution of the meeting.
A shareholder who has a personal interest with the agenda of the meeting which may result in a conflict of interest with the Company shall not participate in the voting, nor shall he/she act on behalf of other shareholders to exercise the voting rights of other shareholders.
The abovementioned shares of the shareholders without voting rights will not be counted towards the total number of shares with voting rights of shareholders attending the meeting.
Other than the trusts or securities agencies approved by the authorities, a person representing more than
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two shareholders as a proxy cannot have the shares exceeding three percent of the total voting shares. The exceeded voting rights will not be counted.
Article 12
Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of The Company Act.
Shareholders may exercise their voting power in correspondence or by electronic transmission in shareholder meetings, and the exercise method shall be specified in the notice of shareholders' meetings. Shareholders who have voted in writing or using the electronic method are considered to have attended the shareholders' meeting in person. However, they are considered to have waived their rights to participate in any special motions or amendments to the original discussions that may arise during the shareholders' meeting. For this reason, the Company should avoid proposing special motions and amendments to the original agendas where possible.
Shareholders exercising voting rights by correspondence or electronic means shall deliver their declaration of intent to the Company at least two days before the shareholders meeting. If there is a repetition of the declaration of intent, whichever delivered the first will be served. Unless when a declaration made is to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by teleconferencing, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. If a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Unless otherwise regulated by The Company Act or the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights in the meeting. During the voting process, the chair or the designated personnel announce the total number of the eligible voting rights of the attending shareholders case by case and then carry out the voting. On the same day of the meeting, the number of agree, disagree and abstain are entered into the Market Observation Post System.
For the amendment or substitute of the same motion, the chair is to combine it with the original motion to determine the vote order. If one of the motions has been passed, the other motions are viewed as denied and no more voting will be conducted.
Vote monitoring and counting personnel on a proposal shall be appointed by the chairman, providing that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting and made into record.
After the chairperson announces the start of the meeting, the shareholders who participate in the meeting through teleconferencing shall conduct voting on various motions and election through the teleconferencing platform, and must complete the voting before the chairperson announces the close of voting. Those who do not complete the voting before the announced ending time are considered abstention. For the shareholder meetings held by teleconferencing, the votes shall be counted once after the chair announces the close of voting, and the results of the voting and election will be announced.
For the shareholder meetings also held by video-assisted methods, shareholders who have already registered to attend the meetings by teleconferencing in accordance with the provisions of Article 5 but wish to attend the physical meetings shall take the procedures same as the registration to cancel their registration at least two days before the meeting. Those who fail to cancel the registration on time can only attend the meetings by teleconferencing.
Those who exercise their voting rights by correspondence or by electronic means without withdrawing their declaration of intent and participate in shareholder meetings by teleconferencing shall not exercise their voting rights on the original motion, propose amendment to the original motion or exercise their
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voting rights on the revision of the original motion, except for extraordinary motions.
Article 13
Shareholder meetings that involve election of directors shall proceed according to the Company's election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site.
All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, if a shareholder files a lawsuit according to Article 189 of the Company Act, the recording materials shall be retained until the conclusion of the litigation.
Article 14
Shareholder meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chairperson, and disseminated to each shareholder by no later than 20 days after the meeting. The production and the distribution of the meeting minutes can be made electronically.
The distribution of the aforementioned meeting minutes can be entered into the Market Observation Post System to be publicly announced.
The meeting minutes should correctly record the year, month, day, venue, name of the chair, voting method, the essentials of the proceedings and the voting results (including the statistical weights). If there is an election of director, the votes received by each nominee shall also be disclosed. These records are to be kept permanently during the Company's existence.
The minutes of the shareholder meeting held by teleconferencing should record the items mentioned in the preceding paragraph, the starting and ending time of the meeting, the convening method of the meeting, the name of the chairperson and the meeting minute taker, and the measures taken when the teleconferencing platform or the teleconference experiences natural disasters, incidents or force majeure.
The shareholder meeting held by teleconferencing should follow the procedures mentioned in the preceding paragraph, and the meeting minutes should also specify the alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.
Article 15
The number of shares owned by the solicitors, the entrusted proxies and shareholders attending the shareholder meeting in writing or electronically is compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. For shareholder meetings that are held by teleconferencing, the Company shall upload the above information to the teleconferencing platform at least 30 minutes before the start of the meeting, and keep them disclosed until the end of the meeting.
When the shareholder meeting by teleconferencing is announced to start, the number of voting rights of the attending shareholders is disclosed on the teleconferencing platform. The same applies to when the total number of shares of the shareholders in attendance and the number of voting rights in attendance are compiled again during the meeting.
The Company must disclose on MOPS in a timely manner any shareholder meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation or Taipei Exchange.
Article 16
Staff handling administrative affairs of the shareholders' meeting shall wear identification cards or armbands.
The chair may direct proctors or security personnel to help maintain order at the meeting venue. The proctors or security personnel help maintaining order at the meeting place shall wear an armband bearing the word "Proctor."
For venues that are equipped with broadcasting equipment, the chairman shall halt any shareholder that make statements from equipment not allocated to the Company.
Shareholders in violation of the rules and disobeying correction by the chair to disrupt the meeting are
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asked to leave the venue and will be escorted out by the proctors or the security personnel.
Article 17
The chairperson may put the meeting in recess at appropriate times. In the occurrence of force majeure event, the chairperson may suspend the meeting temporarily and resume at another time.
If the meeting venue is no longer available for use before all agenda issues of the shareholders meeting (including extraordinary motions) are addressed, the shareholders meeting shall determine another venue to resume the meeting.
The shareholders may decide to postpone or continue the meeting within five days in accordance with Article 182 of the Company Act.
Article 18
For shareholder meetings that are held by teleconferencing, the Company immediately discloses the voting results of motions and election results to the teleconferencing platform of the shareholder meeting in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting.
Article 19
Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding teleconferencing shareholder meetings, and the chair should announce the address of the place at the beginning of the meeting.
Article 20
For shareholder meetings that are held by teleconferencing, the Company shall provide shareholders with a simple connection test before the meeting, and provide relevant services before and during the meeting to resolve technical communication problems.
For shareholder meetings that are held by teleconferencing, the chairperson should announce at the start of the meeting that except when there is no need to postpone or continue the meeting in accordance with Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the provisions of Article 182 of the Company Act is not applicable to the date of meeting postponement or resumption within 5 days for the interruption to the teleconferencing platform or the meeting lasting more than 30 minutes due to natural disasters, incidents or force majeure, before the chair announces the end of the meeting.
In the event of a meeting postponement or resumption as mentioned in the preceding paragraph, shareholders who have not registered to participate in the shareholder meeting by teleconferencing shall not participate in the postponed or resumed meeting.
In accordance with the provisions of Paragraph 2 for meeting postponement and resumption, shareholders who have registered and completed the check-in to the original meeting by teleconferencing, but do not participate in the postponed or resumed meeting, the shares shown presented at the original shareholder meeting, and the voting rights and election rights already exercised shall be included in the total number of shares, and number of voting rights and election rights of the postponed or resumed meeting.
For the shareholder meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss or resolve the motions for which voting and counting of votes have been completed and the voting results and the election of directors have been announced.
If the teleconference shareholder meeting cannot resume as described in Paragraph 2, and the total number of shares represented in attendance still meet the statutory quorum for the convening of the meeting after subtracting the number of shares that attended the meeting by teleconferencing, the meeting should still continue without needing a postponement or resumption in accordance with Paragraph 2.
In the event of a meeting to be resumed as described in the preceding paragraph, for shareholders who originally choose to attend the shareholder meeting by teleconferencing, the number of share is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions
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presented in the meeting.
If the Company postpones or resumes the meeting according to the provisions of Paragraph 2, the relevant preparation should be conducted based on the date of the original shareholder meeting in accordance with Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
In accordance with period specified by the 2nd half of Article 12 and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of shareholder meeting in accordance with the provisions of Paragraph 2.
Article 21
Alternative measures should be taken for shareholders who may have difficulties joining the meeting by teleconferencing. Except as provided in Article 44-9, Paragraph 6 of the Guidelines for Handling Stock Affairs of Publicly Issued Companies, the company shall provide shareholders with access to necessary equipment for connection and assistance, and shall specify the period during which shareholders may apply to the company and other relevant matters to be noted.
Article 22
The above Rules shall take effect once approved during a shareholder meeting. The same applies to all subsequent revisions.
Article 23
The Rules were established on May 31, 1999.
The 1st amendment was conducted on May 28, 2002.
The 2nd amendment was conducted on June 11, 2020.
The 3rd amendment was conducted on June 21, 2022.
The 4rd amendment was conducted on June 6, 2024.
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Appendix 3: Director Election Procedure
Control Technology Co., Ltd.
Directors Election Procedures
Article 1
The Procedures have been established in accordance with Article 21 and 41 of the "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies" to ensure fairness, justice, and transparency in the election of directors.
Article 2
Unless otherwise specified by law or the Articles of Incorporation, election of the Company's directors shall proceed according to the procedures stated herein.
Article 3
Directors of the Company shall be elected in consideration of the overall board allocation. Board members should be diverse in a manner that supports the Company's operations, business activities and growth. The diversity should be based on, but is not limited to, the following two principles:
I. Background and value: Gender, age, nationality, culture etc.
II. Knowledge and skills: Career background (e.g. law, accounting, industry, finance, marketing or technology), professional skill and industry experience.
All board members shall possess the knowledge, skills, and characters needed to exercise their duties. The board as a whole shall possess the following capacity:
I. Ability to make operational judgments.
II. Accounting and financial analysis.
III. Business administration.
IV. Crisis management.
V. Industry knowledge.
VI. Vision of the global market.
VII. Leadership.
VIII. Decision making.
More than half of the Company's board members shall consist of persons who are neither a spouse nor a second-degree relative or closer to any director.
Composition of the board of directors shall be determined after taking into consideration the overall performance evaluation.
Article 4
Independent directors are subject to the eligibility criteria specified in Articles 2, 3 and 4 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
Elections of independent directors are subject to compliance with Articles 5, 6, 7, 8 and 9 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," and Article 24 of "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies."
Article 5
The election of directors of the company shall proceed in accordance with the candidate nomination system procedures stipulated in Article 192-1 of the Company Act.
If the Company has less than five active directors at any given time due to dismissal, a by-election shall be held in the upcoming shareholder meeting to fill the open position. However, if the shortfall amounts to one-third of the minimum seats mentioned in the Articles of Incorporation, the Company shall convene an extraordinary shareholder meeting within the next 60 days to elect candidates for the shortfall.
In the event that the number of independent directors is insufficient according to the provisions of Article 14-2, Paragraph 1, Exception, of the Securities and Exchange Act, a by-election shall be conducted at the most recent shareholders' meeting. If all independent directors are dismissed, the company shall convene an extraordinary shareholders' meeting within sixty days from the occurrence of the fact to conduct a by-election.
Article 6
Elections of the Company's directors shall proceed using the cumulative method. Each share is vested with voting rights equal to the number of directors to be elected. These voting rights may be concentrated on one candidate or spread across multiple candidates.
Article 7
The person with the authority to convene shall produce ballots in quantities that match the number of directors to be elected, and apply weight before distributing them to shareholder meeting participants. Conference pass serial number can be printed on the ballot for identification purpose instead of voter's name.
Article 8
The number of directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9
Before the election begins, the chairperson shall appoint several shareholders to undertake the roles of ballot examiner and ballot counter to assist in the election. The ballot box will be made available by the person with the authority to convene, and shall be opened for inspection by the ballot examiner prior to voting.
Article 10
Ballots are considered void in any of the following circumstances:
I. Voting without using ballots prepared by the person with the authority to convene.
II. Casting of blank ballot into the ballot box.
III. Ballots with illegible writing or are altered.
IV. The person entered as the candidate does not match the list of director candidates upon verification.
V. Including any other text aside from the candidate's account name or full name.
VI. Listing two or more candidates on the same ballot.
Article 11
Ballots are to be counted openly immediately after voting. The chairperson will announce the outcome of the vote, including the names of elected directors and the number of votes received.
All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in
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proper custody for at least one year. However, if a shareholder files a lawsuit according to Article 189 of the Company Act, the recording materials shall be retained until the conclusion of the litigation.
Article 12
All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year.
Article 13
These Procedures are to be announced and implemented after being approved by the shareholders' meeting, and likewise for the revision.
Article 14
The Procedures were established on June 15, 2007.
The 1st amendment was conducted on June 19, 2008.
2nd amendment was conducted on June 8, 2016.
3rd amendment was conducted on June 11, 2020.
4rd amendment was conducted on June 6, 2024.
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Appendix 4: Shareholding of All Directors
Control Technology Co., Ltd.
Shareholding of All Directors
- As of March 30, 2026, the minimum number of shares that all directors should hold and the number of shares held is as follows:
| Title | Minimum Number of shares that the directors should hold | Number of shares registered in the register of shareholders |
|---|---|---|
| Director | 11,089,070 | 31,142,562 |
- Shareholding status of all directors as of March 30, 2026.
| Title | Name | Current Holdings number of shares |
|---|---|---|
| Chairperson | Jui Hsiu Investment Co., Ltd. | |
| Representative: Jui-Hsiung Yen | 4,091,949 | |
| Director | San Shin Co., Ltd. | |
| Representative: Hwa-Chou Yen | 12,723,750 | |
| Director | San Shin Co., Ltd. | |
| Representative: Cheng Yen | ||
| Director | Tongtai Machine & Tool Co., Ltd. | |
| Representative: Jun-Liang Kuo | 6,849,178 | |
| Director | Se-Cheng-Lu Investment Ltd. | |
| Representative: Lu Yen | 2,041,685 | |
| Director | Meta-Sequoia Investment Ltd. | |
| Representative: Su-Hsien Lin | 2,991,327 | |
| Director | Tsan-Jen Chen | 641,101 |
| Director | Tsan Ying Investment Co., Ltd. | |
| Representative: Weichung Ooi | 1,803,572 | |
| Independent Director | Yi-Ching Lin | - |
.