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COPARTNER — AGM Information 2026
May 14, 2026
52343_rns_2026-05-14_2b5b1124-626d-41b7-8184-149b48d31a1c.pdf
AGM Information
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Stock Code: 3550
Copartner Technology Corporation
2026 Annual Shareholders’ Meeting
Meeting Handbook
(Translation)
Shareholders’ Meeting time: June 16, 2026 (Tuesday) at 9 AM
Shareholders’ Meeting location: 3F., No. 631, Zhongzheng Rd., Zhonghe Dist., New Taipei City [RSL Hotel Taipei Zhonghe]
1
Table of Contents
Chapter 1 Meeting Procedure --- 2
Chapter 2 Meeting Agenda --- 3
1. Reports Items --- 4-5
2. Ratification Items --- 6
3. Election Items --- 7
4. Other Items --- 8
5. Extempore Motions --- 8
Chapter 3 Attachments
Attachment 1. Remuneration Details for Director and Independent Director --- 9-10
Attachment 2. 2025 Business Report --- 11-12
Attachment 3. Audit Committee’s Audit Report --- 13
Attachment 4. Implementation Status of the Company's Sound Operation Plan Report 14-15
Attachment 5. 2025 Auditors’ Report and Financial Statements --- 16-26
Attachment 6. 2025 Auditors’ Report and Consolidated Financial Statements --- 27-37
Attachment 7. 2025 Deficit Compensation Table --- 38
Attachment 8. Nomination List of Director and Independent Director Candidates --- 39-40
Attachment 9. Circumstances of Director Working Part-Time for Another Company --- 41
Chapter 4 Appendices
Appendix 1 Articles of Incorporation --- 42-49
Appendix 2 Rules of Procedure for Shareholders’ Meetings --- 50-63
Appendix 3 Procedure for Election of Directors --- 64-67
Appendix 4 Directors’ Shareholding Ratio Disclosure --- 68
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Copartner Technology Corp.
2026 Annual Shareholders’ Meeting Procedure
- Call the Meeting to Order
- Chairman’s Remarks
- Report Items
- Ratification Items
- Election Items
- Other Items
- Extempore Motions
- Meeting Adjourned
3
Copartner Technology Corp.
2026 Annual Shareholders’ Meeting Agenda
Time: June 16, 2026 (Tuesday) at 9 AM
Location: 3F., No. 631, Zhongzheng Rd., Zhonghe Dist., New Taipei City
[RSL Hotel Taipei Zhonghe]
Convening Method: Physical shareholders' meeting
- Report of Number of Shares Represented by Attending Shareholders
- Call the Meeting to Order
- Chairman’s Remarks
- Report Items
(1) 2025 Employee and Director Remunerations Distribution Status Report
(2) 2025 Director Remunerations Report.
(3) 2025 Business Status Report.
(4) Audit Committee’s Review Report on the 2025 Financial Statements.
(5) Implementation Status of the Company's Sound Operation Plan Report - Ratification Items
(1) Proposal for the Company’s 2025 business report and financial report.
(2) Proposal for the Company’s 2025 Deficit compensation table. - Election Items
(1) Proposal for general re-election of directors and independent directors. - Other Items
(1) Proposal to lift the non-competition restrictions for the Company’s directors. - Extempore Motions
- Meeting Adjourned
- Report Items
Item 1
Subject: 2025 Employee and Director Remunerations Distribution Status Report.
Description: (1) Pursuant to Article 19 of the Company’s Articles of Incorporation, no less than 1% shall be allocated for employees’ remuneration and no over 3% for directors’ remuneration based on the Company’s annual pre-tax net profit before deducting the employees and directors’ remunerations. Out of the allocated employee remuneration, no less than 1% shall be distributed to grassroots employees as defined in the "Regulations on Deduction of Salary Expenses for Salary Increases for Small and Medium Enterprise Employees."
(2) The Company suffered loss before tax for 2025, so we did not estimate employees’ remuneration and directors’ remuneration.
Item 2
Subject: 2025 Director Remunerations Report.
Description: Remuneration to directors (including independent directors) policy, standard, and package, the procedure for determining the remuneration, and the association between business performance and future risks:
(1) The Company has established a Compensation Committee in accordance with the competent authority’s regulations. Directors’ remuneration is allocated before deducting the employees and directors’ remunerations based on the current period pre-tax net profit which shall be no over 3% in accordance with Article 19 of the Articles of Incorporation. The Compensation Committee refers to the general payment standard in the industry in accordance with the law and evaluates each director’s participation in and contribution to the Company’s operations, and the reasonability of the association between the Company’s business performance and future risks. After the individual board member performance evaluation results have come out, the committee will submit remuneration suggestions to the Board of
Directors for discussion and approval.
(2) The Article 16 of the Articles of Incorporation also provide: Directors who perform their duties are entitled to remuneration regardless of the Company’s profit or loss. The board of directors shall be authorized to set the monthly payment standard for each director within the total range of NT$1 million.
(3) For remuneration details for each individual director and independent director, please refer to Attachment 1 of this handbook.
Item 3
Subject: 2025 Business Status Report.
Description: The Company’s net operating income in 2025 was NT$276,429 thousand, which increased by approximately 25.62% compared to that of NT$220,042 thousand in 2024. The Group’s consolidated net operating income in 2025 was NT$3,530,862 thousand, which increased by approximately 3.23% compared to that of NT$3,420,294 thousand in 2024. Please refer to Attachment 2 of this handbook.
Item 4
Subject: Audit Committee’s Review Report on the 2025 Financial Statements.
Description: Please refer to Attachment 3 for the Audit Committee’s Audit Report.
Item 5
Subject: Implementation Status of the Company's Sound Operation Plan Report
Description: Pursuant to Letter No. 1140357906 issued by the Financial Supervisory Commission on October 2, 2025, the execution status of the sound business plan submitted by the Company during the filing for the issuance of ordinary shares for cash capital increase shall be reported to the shareholders' meeting. For the implementation details please refer to Attachment 4 of this handbook.
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- Ratification Items
Item 1
Proposed by Board of directors
Subject: Proposal for the Company’s 2025 business report and financial report, please review and ratify.
Description: The Company’s 2025 business and financial reports have been approved by the board of directors. Among them, the financial report has been approved and certified by CPAs Tsai, Mei-Chen and Lin, Chen-Chih of Deloitte & Touche. The preceding financial and business reports have been submitted to the Audit Committee for review, and the Audit Committee’s audit report has been issued on record. Please refer to Attachments 2, 3, 5 and 6 of this handbook and ratify.
Item 2
Proposed by Board of directors
Subject: Proposal for the Company’s 2025 Deficit compensation table, please review and ratify.
Description: The Company’s 2025 Deficit compensation table has been approved by the board of directors on March 13, 2026, and reviewed by the Audit Committee, detailed in the Deficit compensation table attached. Please refer to Attachment 7 of this handbook.
- Election Items
Item 1
Proposed by Board of directors
Subject: Proposal for general re-election of directors and independent directors, and submitted for election.
Description:
(1) The term of the Company’s current directors and independent directors will end on June 29, 2026. According to Articles of Incorporation and the approval of the board of directors on March 13, 2026, general re-election of 7 directors (including 3 independent directors) shall be elected from the nomination list at this annual shareholders meeting.
(2) The three-year term of newly elected directors and independent directors will start on June 16, 2026, and conclude on June 15, 2029. The former directors and independent directors shall be dismissed at the same time from the day when the newly elected directors and independent directors take office.
(3) The list of candidates for directors and independent directors has been reviewed and approved by the Company’s board of directors on May 5, 2026, where 7 nominated directors (including 3 independent directors) meet the qualification. For their information such as education background, experience, and the number of shares held, please refer to Attachment 8 of this handbook.
(4) For Procedure for Election of Directors, please refer to Appendix 3 of this handbook.
- Other Items
Item 1
Proposed by Board of directors
Subject: Proposal to lift the non-competition restrictions for the Company's directors, and submitted for discussion.
Description: (1) According to Article 209 of the Company Act, a director who acts for himself/herself or others within the scope of the Company's businesses must be approved by the Shareholders' Meeting.
(2) Since the directors of the Company may act as directors of the same or similar companies with the same business scope as the Company's without prejudice to the interests of the Company, the shareholders meeting is hereby requested to lift the non-competition restriction of directors according to Article 209 of the Company Act for director and independent director candidates who currently hold positions in other companies. Please refer to Attachment 9 of this handbook for discussion. However, the actual elected directors and independent directors as the objects of lifting the restriction shall prevail and submit for discussion.
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Extempore Motions
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Meeting Adjourned
Attachment 1
Remuneration details for each individual director and independent director
Units: $NTD thousands / May 15, 2026
| Title | Name | Remuneration to Directors | Sum of A, B, C, and D and as a % of the net income (loss)after tax (Note 7) | Remuneration as an employee | Sum of A, B, C, D, E, F, and G and as a % of the net income (loss) after tax (Note 7) | Remuneration received from the invested companies other than the subsidiaries and the parent company |
|---|---|---|---|---|---|---|
| Remuneration (A) (Note 3) | Pension (B) | Remuneration to directors (C) (Note 4) | Fees for services rendered (D) (Note 5) | Salaries, bonuses, special allowances etc. (E) (Note 6) | Pension (F) | Remuneration to employees (G) (Note 7) |
| The Company | All companies shown in the financial report (Note 6) | The Company | All companies shown in the financial report (Note 6) | The Company | All companies shown in the financial report (Note 6) | The Company |
| Chairman | Ho, Chun-Hsien | 2,527 | 4,548 | 193 | 333 | — |
| Director | Wang, Shih-Tsung | — | — | — | — | — |
| Chen, Hung-Yao | — | — | — | — | — | — |
| Cheng, Chin-Hung | 960 | 960 | — | — | — | — |
| Independent Director | Wu, Li-Ching | 360 | 360 | — | — | — |
| Hsu, Yung-Chen | 360 | 360 | — | — | — | — |
| Huang, Shih-Yi | 360 | 360 | — | — | — | — |
| 1. Please describe the remuneration policy, system, standard and structure of independent directors, and describe the linkage to the remuneration amount according to the responsibilities, risks, time, and other factors: The remuneration paid to our independent directors is evaluated in accordance with Article 16 of the Articles of Incorporation and the Compensation Committee Charter, determined based on their individual responsibilities, contribution values, performance, risks, and the general standard in the industry, and paid in a fixed amount regardless of the Company's profit or loss. Except for the receipt of fixed monthly remuneration and honoraria for attendance at each board meeting, they are not entitled to the distribution of the annual director remuneration, severance pay, and executive differential pay. The payment standard and structure of independent directors' remuneration shall be submitted to the Board of Directors for resolution after being approved by the Compensation Committee. The remuneration to independent directors is regularly evaluated according to the results of the evaluation by Board of Directors per year.2. Except as disclosed in the above table, the remuneration received by the Company's directors for providing services (such as serving as a consultant in a non-employee capacity at the parent company/all companies in the financial statements/investees) in the last year: None. |
Note 1: Refers to the directors’ remuneration for 2025 (including director salary, executive differential pay, severance pay, various bonuses, and incentives).
Note 2: The Board of Directors passed the 2025 directors’ remuneration of NT$0 on March 13, 2026.
The 2025 remuneration to subsidiaries’ directors and supervisors is not included as it is a performance bonus for concurrently serving as directors at subsidiaries and is disclosed in directors remuneration and salary for concurrently serving as employees.
Note 3: It refers to the directors’ professional service fees for 2025 (including honoraria, special allowance, and various allowances).
Note 4: It refers to the salary, executive differential pay, severance pay, various bonuses, incentives, honoraria, special allowance, and various allowances received by directors who concurrently serve as employees (including the President, Vice Presidents, other managers, and employees) for 2025.
Note 5: It refers to directors who have received employee remuneration (including stock and cash) for 2025 for serving as employees concurrently (including the President, Vice Presidents, other managers, and employees).
Note 6: It is the total amount of remuneration paid to the directors of the Company by all companies (including the Company) in the consolidated financial statements.
Note 7: After-tax net income (loss) refers to the after-tax net income (loss) of individual financial reports in 2025
Attachment 2
Copartner Technology Corp. Business Report
1. 2025 Business Operating Results
(1) Business Plan Implementation Results
The Company's consolidated revenue for 2025 was NT$3,530.86 million, representing a 3.23% growth from the 2024 consolidated revenue of NT$3,420.29 million. The net loss after tax was NT$108.53 million, with a loss per share of NT$1.18, marking a 39% reduction in loss compared to the 2024 net loss after tax of NT$178.07 million and loss per share of NT$2.01. Between 2023 and 2024, the Company consolidated the production bases of its various subsidiaries, resulting in significant one-time relocation expenses, labor severance costs, and new plant construction costs, which led to a substantial decline in profitability. In 2025, partial capacity consolidation and resource integration were carried out among subsidiaries to maximize overall group interests. Geopolitical risks persisted throughout 2025—such as the Russia-Ukraine war and escalating tensions in the Middle East—alongside China's sluggish real estate market, weak domestic demand, and overcapacity. Additionally, the impact of uncertainty regarding U.S. reciprocal tariff policies on international trade suppressed consumer confidence and squeezed corporate earnings. In 2025, the Company completed a NT$240 million cash capital increase to optimize its financial structure; shareholders and investors maintain strong confidence in the Company's future operations.
(2) Budget implementation status
Not applicable because the Company has not disclosed a financial forecast for 2025 according to the current laws and regulations.
(3) Financial income, expenditure, and profitability analysis (based on consolidated financial statements), unit: NTD thousand
| Type | Item | 2025 | 2024 |
|---|---|---|---|
| Financial income & expenditure | Net operating revenue | 3,530,862 | 3,420,294 |
| Net loss after tax | (108,530) | (178,069) | |
| Profitability | Return on assets (%) | (1.56) | (3.20) |
| Return on equity (%) | (7.14) | (12.01) | |
| Net loss margin (%) | (3.07) | (5.21) | |
| Loss per share (dollar) | (1.18) | (2.01) |
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- R&D Status
In 2025, the Company’s research and development expenses totaled NT$104.27 million, representing approximately 3% of the total annual revenue. The R&D strategy primarily focuses on meeting customer requirements for new product designs while remaining dedicated to optimizing existing products and manufacturing processes. By advancing toward high-end products across various application fields, the Company continues to develop cables and wire harness assemblies for automotive, industrial automation, medical, server, and high-end industrial camera applications. These efforts aim to increase the breadth of product applications and expand both product reach and market share.
- 2026 Business Plan Outline:
While the global economy remains resilient, overall growth momentum in 2026 is expected to slow slightly or remain flat compared to 2025. Key factors influencing the economic outlook include the developmental progress of the artificial intelligence (AI) industry, U.S. tariff policies, and overcapacity issues in China, with varying degrees of impact across major economies. The U.S. is experiencing relatively steady growth, bolstered by AI investments and policy support. In contrast, economic momentum in the Eurozone and the U.K. is weakening due to the effects of tariffs, competitive pressure from China, and fiscal constraints. While Japan is driving investment in key industries, its exports remain constrained by tariffs. China continues to face significant pressure stemming from weak domestic demand and a sluggish real estate market, resulting in a divergent global economic landscape.
In response, the Company is closely monitoring these developments while actively developing applications for high-value-added products and expanding its international business. We remain committed to investing in and building manufacturing competitiveness that keeps pace with the times. By focusing on business fundamentals and strengthening our core capabilities, we aim to establish a more robust foundation for the Company’s sustainable development and profitability.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
March 13, 2026
Attachment 3
Audit Committee's Audit Report
The Board of directors of the company delivers the 2025 business report, financial statements and consolidated financial statements and surplus distribution, etc., the financial statements and consolidated financial statements have been DELOITTE & TOUCHE and issued an unreserved opinion audit report.
The above-mentioned business report, financial statements and consolidated financial statements and surplus distribution has been audited by the board and found to be correct, therefore, report according to Section 14(4) of the Securities Trading Act and section 219 of the Companies Act.
Copartner Technology Corp.
Convener of Audit Committee: Hsu, Yung-Jane
March 26, 2026
Attachment 4
Copartner Technology Corp. Implementation Status of the Company's Sound Operation Plan Report
I. In accordance with the provisions of Letter No. 1140357906 issued by the Financial Supervisory Commission on October 2, 2025, the implementation status of the sound business plan shall be reported to the Board of Directors and the shareholders' meeting.
II. On October 2, 2025, the Company obtained approval via Letter No. 1140357906 to issue new shares through a cash capital increase for the 2025 fiscal year. A total of NT$240,000 thousand was raised, and the fundraising was successfully completed on December 10, 2025.
III. The report on the implementation status of the business plan for the Company's current cash capital increase is as follows:
(i) The variance analysis between the actual and forecasted figures for 2025 is listed below. Unit: NT$ thousands
| Account | 2025 forecasted | 2025 actual | difference | Achievement Rate | |||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | ||
| Sales Revenue | 3,563,881 | 100.0% | 3,530,862 | 100.0% | (33,019) | -0.9% | 99.1% |
| Cost of Goods Sold | 3,039,773 | 85.3% | 3,003,315 | 85.1% | (36,458) | -1.2% | 98.8% |
| Gross Profit (Loss) | 524,108 | 14.7% | 527,547 | 14.9% | 3,439 | 0.7% | 100.7% |
| Operating Expenses | 633,844 | 17.8% | 651,742 | 18.5% | 17,898 | 2.8% | 102.8% |
| Selling Expenses | 220,317 | 6.2% | 221,906 | 6.3% | 1,589 | 0.7% | 100.7% |
| Administrative Expenses | 323,676 | 9.1% | 325,569 | 9.2% | 1,893 | 0.6% | 100.6% |
| Research and Development (R&D) Expenses | 89,851 | 2.5% | 104,267 | 3.0% | 14,416 | 16.0% | 116.0% |
| Operating Income (Loss) | (109,736) | -3.1% | (124,195) | -3.5% | (14,459) | 13.2% | 113.2% |
| Non-operating Income and Expenses | 32,343 | 0.9% | 21,652 | 0.6% | (10,691) | -33.1% | 66.9% |
| Net Profit (Loss) Before Tax | (77,393) | -2.2% | (102,543) | -2.9% | (25,150) | 32.5% | 132.5% |
| Income Tax Expense (Benefit) | 12,487 | 0.4% | 5,987 | 0.2% | (6,500) | -52.1% | 47.9% |
| Net Profit (Loss) After Tax | (89,880) | -2.5% | (108,530) | -3.1% | (18,650) | 20.7% | 120.7% |
(ii) Analysis
- Sales Revenue: The actual sales revenue was NT$33,019 thousand lower than predicted, with an achievement rate of 99.1%. Key factors include:
(1) Signal Transmission Cables and Wire Harnesses – Copartner Thailand Plant: Small-scale shipments of NT$9,399 thousand were originally predicted to commence in Q4 2025, but actual shipments did not occur. This was primarily due to the customer’s products being in the medical application field, which involves rigorous certification and audit requirements and longer communication cycles. Actual shipments began being scheduled in February 2026.
(2) Signal Transmission Cables and Wire Harnesses – Other Mainland China Plants: The decrease in revenue from other wire plants in mainland China was primarily due to the early closing of accounts to facilitate year-end inventory counting. The resulting reduction in actual production days led to lower revenue than predicted.
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Gross Profit: The achievement rate was 100%.
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Operating Expenses: The actual expenses were 102.8% of the predicted amount. Key factors include:
(1) Selling Expenses: Increased by NT$1,589 thousand over the predicted amount, primarily due to the recognition of increased expected credit impairment losses for a specific customer. The customer has begun making payments successively since January 2026.
(2) Administrative Expenses: Increased by NT$1,893 thousand over the predicted amount, primarily due to the recognition of compensation costs related to employee subscriptions in the new cash capital increase.
(3) Research and Development (R&D) Expenses: Increased by NT$14,416 thousand over the predicted amount, primarily due to increased R&D investment in the second half of the year. This includes various product certification fees, product development sample costs, and personnel expenses for related engineering units.
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Non-operating Income and Expenses: Decreased by NT$10,691 thousand compared to the predicted amount. This was primarily because the mainland China subsidiary, Shenzhen Wanfu Plant, completed its liquidation, deregistration, and repatriation of capital at the end of 2025. Consequently, the foreign exchange translation losses from the RMB-denominated financial statements of the foreign operation were realized.
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Income Tax Expense: Decreased by NT$6,500 thousand compared to the predicted amount, primarily due to an increase in income tax benefits recognized from tax loss carryforwards.
The above is the report on the actual implementation status.
Attachment 5
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Copartner Technology Corporation:
Opinion
We have audited the accompanying financial statements of Copartner Technology Corporation, which comprise the parent company only balance sheets for the year ended December 31, 2025 and 2024, and the parent company only statements of comprehensive income for the year ended December 31, 2025 and 2024, the parent company only statements of changes in equity and cash flows for the years then ended, and the parent company only notes to the financial statements (including a summary of significant accounting policies).
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, Copartner Technology Corporation’s parent company only financial position as of December 31, 2025 and 2024 and for the years then ended, and its parent company only financial performance and parent company only cash flows for the years then ended in conformity 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 matters for the consolidated financial statements of the Company for the year ended December 31, 2025 are stated as follows:
As stated in Note 10 of the parent company only notes to the financial statements, the investment of a subsidiary of Copartner Technology Corporation using the equity method on December 31, 2025, was NT$ 3,425,259 thousand, accounting for 87% of the total assets. From January 1 to December 31, 2024, the share of the subsidiary's interest recognized using the equity method was loss NT$ 28,065 thousand, accounting for (10)% of the sales revenue. Therefore, the financial position and performance of the subsidiary company will have a significant impact on Copartner Technology Corporation. Because its revenue recognition is listed as a key audit matter, the explanation is as follows:
Revenue Recognition
Copartner Technology Corporation and its subsidiaries have recently carried out capacity transfers and the reconfiguration of production locations. Some subsidiaries have completed the construction of their factories and have begun actual operations. Additionally, our country's auditing standards assume that there is a risk of fraud in revenue recognition, as corporate management may, under the pressure to meet budget targets, attempt to inflate sales figures. Therefore, the auditor considers that the subsidiaries, which have completed the construction of factories and started actual operations, face pressure to achieve their planned goals in the early stages of their establishment. After considering the sales process, the auditor has identified the recognition of revenue for these subsidiaries as a key audit matter.
The primary audit procedures carried out by the auditor regarding the above key audit matter are as follows:
- Understanding and testing the design and operating effectiveness of key internal controls related to revenue recognition.
- Selecting a sample of sales transactions from subsidiaries with completed factory construction and actual operations, reviewing relevant internal and external original documents, and verifying payment processes to ensure there are no anomalies in the recognition of sales revenue.
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
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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 members of the Audit Committee) are responsible for overseeing the Company’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement contained in the parent company only financial statements. Misstatements may be a result of fraud or error. 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 auditing standards, 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.
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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 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.
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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.
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Obtained sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the Parent Company Only Financial Statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.
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 of the Company 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.
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Deloitte & Touche
CPA: Tsai, Mei-Chen
CPA: Lin, Cheng-Chih
Financial Supervisory Commission R.O.C.
Approval Document No.
Jin-Guan-Zheng-Shen-Zi No.1010028123
Financial Supervisory Commission R.O.C.
Approval Document No.
Jin-Guan-Zheng-Liu-Zi No.0930160267
March 26, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only 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.
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COPARTNER TECHNOLOGY CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
Unit: NT$ thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | Code | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets | Current liabilities | ||||||||||
| 1100 | Cash and cash equivalents (Notes IV&VI) | $ 159,249 | 4 | $ 155,575 | 4 | 2100 | Short-term borrowings (Note XXIV & XXVI) | $ 397,935 | 10 | $ 770,004 | 20 |
| 1136 | Financial assets measured at amortized cost – current (Notes IV,VII & XXVI) | 4,163 | - | - | - | 2130 | Contract liabilities (Note XVIII) | ||||
| 1150 | Notes receivable, net (Notes IV, VIII & XVIII) | 1,308 | - | 665 | - | 2170 | Accounts payable | 3,241 | - | 2,851 | - |
| 1170 | Accounts receivable, net (Notes IV, VIII & XVIII) | 78,481 | 2 | 45,354 | 1 | 2180 | Accounts payable due from related parties (Note XXV) | 10,064 | - | 5,192 | - |
| 1180 | Accounts receivable due from related parties (Notes IV, XVIII & XXV) | - | - | 732 | - | 53,974 | 2 | 43,036 | 1 | ||
| 1210 | Other receivables - related parties (Notes IV, XVIII & XXV) | 3,489 | - | 1,434 | - | 2280 | Lease liabilities - current (Notes IV & XII) | ||||
| 130X | Inventories (Notes IV & IX) | 4,302 | - | 6,964 | - | 2320 | Long-term borrowings due within one year (Notes XIV & XXVI) | 1,123 | - | 445 | - |
| 1410 | Advances to suppliers | 4,879 | 1 | 5,711 | - | 2399 | Other current liabilities (Note XV) | 9,000 | - | 7,000 | - |
| 1470 | Other current assets (Note XX) | 1,169 | - | 516 | - | 21XX | Total current liabilities | 19,688 | 1 | 18,994 | - |
| 11XX | Total current assets | 257,040 | 7 | 216,951 | 5 | 495,025 | 13 | 847,522 | 21 | ||
| Non-current assets | Non-current liabilities | ||||||||||
| 1550 | Investments accounted for using equity method (Notes IV & X) | 3,425,259 | 87 | 3,492,659 | 89 | 2541 | Long-term borrowings (Notes XIV & XXVI) | ||||
| 1600 | Property, plant and equipment (Notes IV, XI & XXVI) | 133,534 | 3 | 131,973 | 3 | 2542 | Long-term Notes payable (Notes XIV & XXVI) | 521,383 | 13 | 320,083 | 8 |
| 1755 | Right-of-use assets (Notes IV & XII) | 1,635 | - | 436 | - | 2580 | Lease liabilities - non-current (Notes IV & XII) | 600,000 | 15 | 600,000 | 15 |
| 1821 | Intangible Assets (Notes IV & XIII) | 342 | - | 229 | - | 2620 | Other long-term payables - related parties (Note XXV) | 520 | - | - | - |
| 1840 | Deferred income tax assets (Notes IV, V & XX) | 113,754 | 3 | 94,573 | 3 | 2640 | Net defined benefit liability (Notes IV & XVI) | 748,496 | 19 | 703,298 | 19 |
| 1920 | Refundable deposits paid (Notes IV & XXVI) | 1,115 | - | 1,235 | - | 2645 | Guarantee deposits and margins received | 19,070 | 1 | 15,175 | - |
| 15XX | Total non-current assets | 3,675,639 | 93 | 3,721,105 | 95 | 25XX | Total non-current liabilities | 760 | - | 760 | - |
| 2XXX | Total liabilities | 1,890,229 | 48 | 1,639,316 | 42 | ||||||
| Equity (Notes IV & XVII & XXII) | |||||||||||
| 3110 | Ordinary shares | 1,075,500 | 27 | 875,500 | 22 | ||||||
| 3200 | Capital surplus | 424,075 | 11 | 380,455 | 10 | ||||||
| Retained earnings | |||||||||||
| 3310 | Legal reserve | 272,605 | 7 | 272,605 | 7 | ||||||
| 3320 | Special reserve | 253,342 | 6 | 253,342 | 6 | ||||||
| 3350 | Unappropriated retained earnings | ( 283,309 ) | ( 7 ) | ( 178,509 ) | ( 4 ) | ||||||
| 3300 | Total retained earnings | 242,638 | 6 | 347,438 | 9 | ||||||
| 3400 | Other equity interests | ( 194,788 ) | ( 5 ) | ( 152,175 ) | ( 4 ) | ||||||
| 3XXX | Total equity | 1,547,425 | 39 | 1,451,218 | 37 | ||||||
| 1XXX | Total assets | $3,932,679 | 100 | $3,938,056 | 100 | Total liabilities and equity | $3,932,679 | 100 | $3,938,056 | 100 |
The accompanying notes are an integral part of the parent company only financial reports.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
22
COPARTNER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for loss per share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Sales of revenue (Notes IV, XVII & XXIII) | $ 276,429 | 100 | $ 220,042 | 100 |
| 5110 | Sales cost (Notes IV, VIII, XVIII & XXIII) | 233,266 | 85 | 183,744 | 84 |
| 5900 | Gross profit | 43,163 | 15 | 36,298 | 16 |
| Operating expenses (Notes XVIII & XXIII) | |||||
| 6100 | Selling expenses | 30,917 | 11 | 31,373 | 14 |
| 6200 | Administrative expenses | 85,372 | 31 | 79,736 | 36 |
| 6450 | Expected credit impairment loss (gain) (Notes IV & VII) | ( 188 ) | - | 1,944 | 1 |
| 6000 | Total operating expenses | 116,101 | 42 | 113,053 | 51 |
| 6900 | Net operating loss | ( 72,938 ) | ( 27 ) | ( 76,755 ) | ( 35 ) |
| Non-operating income and expenses | |||||
| 7100 | Interest income (Note XVIII) | 754 | - | 1,878 | 1 |
| 7010 | Other income (Note XVIII) | 5,542 | 2 | 5,435 | 2 |
| 7020 | Other gains and losses (Notes IV & XVIII) | 6,593 | 3 | ( 218 ) | - |
| 7050 | Finance costs (Notes IV & XVIII) | ( 35,409 ) | ( 13 ) | ( 33,585 ) | ( 15 ) |
| 7060 | Share of profit on subsidiaries and associates accounted for using equity method (Notes IV & IX) | ( 28,065 ) | ( 10 ) | ( 72,214 ) | ( 33 ) |
| 7000 | Total non-operating income and expenses | ( 50,585 ) | ( 18 ) | ( 98,704 ) | ( 45 ) |
(Carried forward)
(Brought forward)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Net loss before tax | ($ 123,523) | ( 45 ) | ($ 175,459) | ( 80 ) |
| 7950 | Tax income (Notes IV, V & XIX) | 19,181 | 7 | ( 685 ) | - |
| 8200 | Current net loss | ( 104,342 ) | ( 38 ) | ( 176,144 ) | ( 80 ) |
| Other comprehensive income | |||||
| 8310 | Items not reclassified to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit obligation (Notes IV & XV) | ( 3,736 ) | ( 1 ) | 2,151 | 1 |
| 8330 | Share of other comprehensive income of subsidiaries accounted for using equity method (Note IV) | 3,278 | 1 | 520 | - |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss: | ||||
| 8361 | Exchange differences on translation of foreign financial statements (Notes IV & XVI) | ( 42,613 ) | ( 15 ) | 143,275 | 65 |
| 8300 | Other comprehensive income for the current year | ( 43,071 ) | ( 15 ) | 145,946 | 66 |
| 8500 | Total comprehensive income for the current year | ($ 147,413 ) | ( 53 ) | ($ 30,198 ) | ( 14 ) |
| Loss per share (Note XX) | |||||
| 9710 | Basic | ($ 1.18 ) | ($ 2.01 ) | ||
| 9810 | Diluted | ($ 1.18 ) | ($ 2.01 ) |
The accompanying notes are an integral part of the parent company only financial reports.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
COPARTNER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024
Unit: NT$ thousand, unless otherwise specified
| Code | Ordinary shares | Capital surplus | Retained earnings | Other equity interests Exchange differences on translation of foreign financial statements | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Quantity (thousand shares) | Amount | Legal reserve | Special reserve | Unappropriated retained earnings | |||||
| A1 | Balance as of January 1, 2024 | 87,550 | $ 875,500 | $ 380,455 | $ 272,605 | $ 253,342 | ($ 5,036) | ($ 295,450) | $ 1,481,416 |
| D1 | Net loss for the year ended December 31, 2024 | - | - | - | - | - | ( 176,144) | - | ( 176,144) |
| D3 | Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | 2,671 | 143,275 | 145,946 |
| D5 | Total comprehensive income for the year ended December 31, 20 | - | - | - | - | - | ( 173,473) | 143,275 | ( 30,198) |
| Z1 | Balance as of December 31, 2024 | 87,550 | 875,500 | 380,455 | 272,605 | 253,342 | ( 178,509) | ( 152,175) | 1,451,218 |
| E1 | cash capital increase | 20,000 | 200,000 | 40,000 | - | - | - | - | 240,000 |
| T1 | Issuance costs of shares | - | - | ( 1,000) | - | - | - | - | ( 1,000) |
| N1 | Share-based payment transactions | - | - | 4,620 | - | - | - | - | 4,620 |
| D1 | Net loss for the year ended December 31, 2025 | - | - | - | - | - | ( 104,342) | - | ( 104,342) |
| D3 | Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | ( 458) | ( 42,613) | ( 43,071) |
| D5 | Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | ( 104,800) | ( 42,613) | ( 147,413) |
| Z1 | Balance as of December 31, 2025 | 107,550 | $ 1,075,500 | $ 424,075 | $ 272,605 | $ 253,342 | ($ 283,309) | ($ 194,788) | $ 1,547,425 |
The accompanying notes are an integral part of the parent company only financial reports.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
25
COPARTNER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024
| Code | Cash flows from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Current net loss before tax | ($ 123,523) | ($ 175,459) |
| A20010 | Adjustments to reconcile: | ||
| A20100 | Depreciation expense | 3,091 | 3,154 |
| A20200 | Amortization expense | 179 | 115 |
| A20300 | Expected credit impairment loss (gain) | ( 188) | 1,944 |
| A20900 | Finance costs | 35,409 | 33,585 |
| A21200 | Interest income | ( 754) | ( 1,878) |
| A21900 | Share-based payment compensation cost | 4,620 | - |
| A22400 | Share of profit and loss on subsidiaries and associates accounted for using equity method | 28,065 | 72,214 |
| A22500 | Loss (gain) on disposal of property, plant and equipment | ( 113) | 31 |
| A24100 | Loss on foreign exchange, net | 1,212 | 1,465 |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Note receivable | 823 | 3,222 |
| A31140 | Notes receivable due from related parties | - | 26 |
| A31150 | Accounts receivable | ( 31,936) | 11,527 |
| A31160 | Accounts receivable due from related parties | 732 | 609 |
| A31200 | Inventories | 2,662 | ( 5,375) |
| A31230 | Advances to suppliers | 832 | 1,995 |
| A31240 | Other current assets | ( 693) | 323 |
| A32125 | Contract liabilities | 390 | ( 1,702) |
| A32150 | Accounts payable | 4,837 | 534 |
| A32160 | Accounts payable due from related parties | 9,900 | 21,682 |
| A32230 | Other current liabilities | 765 | ( 1,323) |
| A32240 | Net defined benefit liabilities | 159 | 166 |
| A33000 | Net cash outflow generated from operations | ( 63,531) | ( 33,145) |
| A33300 | Interest paid | ( 35,161) | ( 33,355) |
| A33500 | Income taxes paid | 41 | ( 154) |
| AAAA | Net Cash outflow from operating activities | ( 98,651) | ( 66,654) |
(Carried forward)
(Brought forward)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00040 | ($ 4,163) | $ - | |
| B01800 | Investments Accounted for Using Equity Method | - | ( 51,812) |
| B02700 | Purchase of property, plant and equipment | ( 3,736) | ( 297) |
| B02800 | Proceeds from disposal of property, plant and equipment | 143 | - |
| B03700 | Increase in refundable deposits paid | 120 | 6 |
| B04300 | Increase in other receivables - related parties | ( 2,042) | ( 4,125) |
| B04500 | Purchases of intangible assets | ( 292) | ( 344) |
| B07500 | Interest received | 752 | 2,042 |
| B07600 | Cash dividend received | - | 90,530 |
| BBBB | Net cash inflow from investing activities | ( 9,218) | 36,000 |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term borrowings | 2,115,920 | 3,537,159 |
| C00200 | Decrease in short-term borrowings | ( 2,487,989) | ( 3,691,340) |
| C01600 | New long-term borrowings | 210,000 | 283,659 |
| C01700 | Repay long-term borrowings | ( 7,000) | ( 765,078) |
| C01800 | Decrease in long-term notes payable | - | 600,000 |
| C03700 | Increase in other payables - related parties | 41,608 | 12,585 |
| C04020 | Repayment of lease liabilities principal | ( 969) | ( 1,072) |
| C04600 | Cash dividends paid | 240,000 | - |
| C09900 | Payment of share issuance costs | ( 1,000) | - |
| CCCC | Net cash (outflow) inflow from financing activities | 110,570 | ( 24,087) |
| DDDD | Effect of exchange rate fluctuations on cash held | 973 | 871 |
| EEEE | Net (decrease) increase in cash and cash equivalents for the year | 3,674 | ( 53,870) |
| E00100 | Cash and cash equivalents at beginning of the period | 155,575 | 209,445 |
| E00200 | Cash and cash equivalents at end of the period | $ 159,249 | $ 155,575 |
The accompanying notes are an integral part of the parent company only financial reports.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
Attachment 6
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Copartner Technology Corporation:
Opinion
We have audited the accompanying financial statements of Copartner Technology Corporation and its subsidiaries, which comprise the consolidated balance sheets for the year ended December 31, 2025 and 2024, and the consolidated statements of comprehensive income for the year ended December 31, 2025 and 2024, the consolidated statements of changes in equity and cash flows for the years then ended, and the consolidated notes to the financial statements (including a summary of significant accounting policies).
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 its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 matters for the consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 2025 are stated as follows:
Revenue Recognition
Copartner Technology Corporation and its subsidiaries have recently carried out capacity transfers and the reconfiguration of production locations. Some subsidiaries have completed the construction of their factories and have begun actual operations. Additionally, our country's auditing standards assume that there is a risk of fraud in revenue recognition, as corporate management may, under the pressure to meet budget targets, attempt to inflate sales figures. Therefore, the auditor considers that the subsidiaries, which have completed the construction of factories and started actual operations, face pressure to achieve their planned goals in the early stages of their establishment. After considering the sales process and the status of accounts receivable aging, the auditor has identified the recognition of revenue for these subsidiaries as a key audit matter.
The primary audit procedures carried out by the auditor regarding the above key audit matter are as follows:
- Understanding and testing the design and operating effectiveness of key internal controls related to revenue recognition.
- Selecting a sample of sales transactions from subsidiaries with completed factory construction and actual operations, reviewing relevant internal and external original documents, and verifying payment processes to ensure there are no anomalies in the recognition of sales revenue.
Other Matters
We have also audited the parent company only financial statements of Copartner Technology Corporation as year 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 the IFRS, IAS, IFRIC, and 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,
28
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 members of 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement contained in the consolidated financial statements. Misstatements may be a result of fraud or error. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards, 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
29
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 evidences concerning the financial information of the entities in the Company and its subsidiaries, to express opinions on the Consolidated Financial Statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company and its subsidiaries.
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 of the Company and its subsidiaries 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.
30
Deloitte & Touche
CPA: Tsai, Mei-Chen
CPA: Lin, Cheng-Chih
Financial Supervisory Commission R.O.C.
Approval Document No.
Jin-Guan-Zheng-Shen-Zi No.1010028123
Financial Supervisory Commission R.O.C.
Approval Document No.
Jin-Guan-Zheng-Liu-Zi No.0930160267
March 26, 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.
31
COPARTNER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
Unit: NT$ thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | Code | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets | Current liabilities | ||||||||||
| 1100 | Cash and cash equivalents (Notes IV&VI) | $ 884,803 | 22 | $ 879,109 | 20 | 2100 | Short-term borrowings (Note XVII & XXIX) | $ 463,177 | 11 | $ 770,004 | 18 |
| 1136 | Financial assets measured at amortized cost - current (Notes IV,VIII & XXIX) | 4,163 | - | - | Current contract liabilities (Note XXI) | ||||||
| Accounts payable | 9,838 | - | 3,229 | - | |||||||
| 1150 | Notes receivable, net (Notes IV, IX & XXI) | 119,970 | 3 | 121,745 | 3 | 2130 | Accounts payable due from related parties (Note XXVIII) | 205,923 | 5 | 209,765 | 5 |
| 1170 | Accounts receivable, net (Notes IV, IX & XXI) | 1,208,935 | 30 | 1,237,636 | 29 | 2170 | Current income tax liabilities (Notes IV & XXIII) | 2,832 | - | 1,735 | - |
| 2180 | Lease liabilities - current (Notes IV & XIV) | 18,050 | 1 | 10,263 | - | ||||||
| 1180 | Accounts receivable due from related parties, net (Notes IV, XXI & XXVIII) | - | - | 732 | - | 2230 | Long-term borrowings due within one year (Notes XVII & XXIX) | 39,262 | 1 | 62,411 | 2 |
| 1200 | Other receivables, net (Notes IV & IX) | 9,769 | - | 23,234 | - | 2280 | Other current liabilities (Note XVIII) | 36,437 | 1 | 28,422 | 1 |
| 130X | Inventories (Notes IV & IX) | 347,181 | 9 | 336,899 | 8 | 2320 | Total current liabilities | 252,349 | 6 | 404,249 | 9 |
| 1410 | Advances to suppliers | 54,676 | 1 | 83,444 | 2 | 2399 | 1,027,868 | 25 | 1,490,078 | 35 | |
| 1470 | Other current assets (Notes XXIII) | 7,257 | - | 7,435 | - | 21XX | Non-current liabilities | ||||
| 11XX | Total current assets | 2,636,754 | 65 | 2,690,234 | 62 | ||||||
| Long-term borrowings (Notes XVII & XXIX) | 733,104 | 18 | 498,406 | 11 | |||||||
| 2541 | Long-term Notes payable(Notes XVII & XXIX) | 600,000 | 15 | 600,000 | 14 | ||||||
| Non-current assets | 2542 | Lease liabilities - non-current (Notes IV & XIV) | 118,788 | 3 | 205,753 | 5 | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Notes IV & VII) | 3,132 | - | 3,193 | - | 2580 | Net defined benefit liability (Notes IV & XIX) | ||||
| 1550 | Investments accounted for using equity method (Notes IV & XII) | 31,294 | 1 | 38,760 | 1 | 2640 | Guarantee deposits and margins received | 29,531 | 1 | 28,727 | 1 |
| 1600 | Property, plant and equipment (Notes IV, XIII & XXIX) | 1,093,967 | 27 | 1,166,250 | 27 | 2645 | Total non-current liabilities | 11,153 | - | 11,052 | - |
| 1755 | Right-of-use assets (Notes IV, XIV & XXIX) | 180,542 | 4 | 287,152 | 7 | 25XX | 1,492,576 | 37 | 1,343,938 | 31 | |
| 1805 | Goodwill (Notes IV & XV) | 4,327 | - | 4,375 | - | 2XXX | Total liabilities | 2,520,444 | 62 | 2,834,016 | 66 |
| 1821 | Intangible assets (Notes IV & XVI) | 2,951 | - | 672 | - | ||||||
| 1840 | Deferred income tax assets (Notes IV, V & XXIII) | 113,754 | 3 | 94,573 | 2 | ||||||
| 1920 | Refundable deposits paid (Notes IV & XXIX) | 19,116 | - | 22,234 | 1 | ||||||
| Equity attributable to owners of the parent company (Notes IV, XX & XIX) | |||||||||||
| 15XX | Total non-current assets | 1,449,083 | 35 | 1,617,209 | 38 | 3110 | Ordinary shares | 1,075,500 | 26 | 875,500 | 20 |
| 3200 | Capital surplus | 424,075 | 11 | 380,455 | 9 | ||||||
| Retained earnings | |||||||||||
| 3310 | Legal reserve | 272,605 | 7 | 272,605 | 6 | ||||||
| 3320 | Special reserve | 253,342 | 6 | 253,342 | 6 | ||||||
| 3350 | Unappropriated retained earnings | (283,309) | (7) | (178,509) | (4) | ||||||
| 3300 | Total retained earnings | 242,638 | 6 | 347,438 | 8 | ||||||
| 3400 | Other equity interests | (194,788) | (5) | (152,175) | (3) | ||||||
| 31XX | Total equity of owners of the parent company | 1,547,425 | 38 | 1,451,218 | 34 | ||||||
| 36XX | Non-controlling interests | 17,968 | - | 22,209 | - | ||||||
| 3XXX | Total equity | 1,565,393 | 38 | 1,473,427 | 34 | ||||||
| 1XXX | Total assets | $ 4,085,837 | 100 | $ 4,307,443 | 100 | Total liabilities and equity | $ 4,085,837 | 100 | $ 4,307,443 | 100 |
Chairman: Ho, Chun-Hsien
The accompanying notes are an integral part of the consolidated financial reports.
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
COPARTNER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Sales of revenue (Notes IV, XXI & XXVIII) | $ 3,530,862 | 100 | $ 3,420,294 | 100 |
| 5110 | Sales cost (Notes IV, X, XXII & XXVIII) | 3,003,315 | 85 | 2,998,312 | 88 |
| 5900 | Gross profit | 527,547 | 15 | 421,982 | 12 |
| Operating expenses | |||||
| 6100 | Selling expenses (Note XXII) | 197,868 | 6 | 203,648 | 6 |
| 6200 | Administrative expenses (Note XXII) | 325,569 | 9 | 328,260 | 10 |
| 6300 | R&D expenses (Note XXII) | 104,267 | 3 | 122,784 | 3 |
| 6450 | Expected credit impairment loss (Notes IV & IX) | 24,038 | 1 | 114 | - |
| 6000 | Total operating expenses | 651,742 | 19 | 654,806 | 19 |
| 6900 | Net operating loss | ( 124,195 ) | ( 4 ) | ( 232,824 ) | ( 7 ) |
| Non-operating income and expenses | |||||
| 7100 | Interest income (Note XXII) | 6,191 | - | 12,462 | - |
| 7010 | Other income (Note XIV & XXII) | 88,847 | 3 | 102,852 | 3 |
| 7020 | Other gains and losses (Notes IV & XXII) | ( 12,213 ) | - | 9,492 | - |
| 7050 | Finance costs (Notes IV & XXII) | ( 53,707 ) | ( 2 ) | ( 51,651 ) | ( 1 ) |
| 7060 | Share of profit on associates accounted for using equity method (Notes IV & XII) | ( 7,466 ) | - | ( 2,045 ) | - |
| 7000 | Total non-operating income and expenses | 21,652 | 1 | 71,110 | 2 |
(Carried forward)
33
(Brought forward)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Net loss before tax | ($ 102,543) | ( 3 ) | ($ 161,714) | ( 5 ) |
| 7950 | Income tax expenses (Notes IV, V & XXIII) | 5,987 | - | 16,355 | - |
| 8200 | Current net loss | ( 108,530) | ( 3 ) | ( 178,069) | ( 5 ) |
| Other comprehensive income | |||||
| 8310 | Items not reclassified to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit obligation (Notes IV & XX) | ( 458 ) | - | 2,671 | - |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss: | ||||
| 8361 | Exchange differences on translation of foreign financial statements (Notes IV & XX) | ( 42,666 ) | ( 1 ) | 144,892 | 4 |
| 8300 | Other comprehensive income for the current year | ( 43,124 ) | ( 1 ) | 147,563 | 4 |
| 8500 | Total comprehensive income for the current year | ($ 151,654) | ( 4 ) | ($ 30,506) | ( 1 ) |
| Current net loss attributable to: | |||||
| 8610 | Owners of the parent company | ($ 104,342 ) | ( 3 ) | ($ 176,144 ) | ( 5 ) |
| 8620 | Non-controlling interests | ( 4,188 ) | - | ( 1,925 ) | - |
| 8600 | ($ 108,530 ) | ( 3 ) | ($ 178,069 ) | ( 5 ) | |
| Total comprehensive income for the year attributable to: | |||||
| 8710 | Owners of the parent company | ($ 147,413 ) | ( 4 ) | ($ 30,198 ) | ( 1 ) |
| 8720 | Non-controlling interests | ( 4,241 ) | - | ( 308 ) | - |
| 8700 | ($ 151,654 ) | ( 4 ) | ($ 30,506 ) | ( 1 ) | |
| Earnings (loss) per share (Note XXIV) | |||||
| 9710 | Basic | ($ 1.18 ) | ($ 2.01 ) | ||
| 9810 | Diluted | ($ 1.18 ) | ($ 2.01 ) |
The accompanying notes are an integral part of the consolidated financial reports.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
COPARTNER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024
Unit: NT$ thousand, unless otherwise specified
Equity attributable to owners of the parent company
| Code | Balance as of January 1, 2024 | Ordinary shares | Capital surplus | Retained earnings | Other equity exchange differences on translation of foreign financial statements | Total | Non-controlling interests | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity (thousand shares) | Amount | Legal reserve | Special reserve | Unappropriated retained earnings | |||||||
| A1 | Balance as of January 1, 2024 | 87,550 | $ 875,500 | $ 380,455 | $ 272,605 | $ 253,342 | ($ 5,036) | ($ 295,450) | $ 1,481,416 | $ 9,501 | $ 1,490,917 |
| D1 | Net loss for the year ended December 31, 2024 | - | - | - | - | - | ( 176,144) | - | ( 176,144) | ( 1,925) | ( 178,069) |
| D3 | Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | 2,671 | 143,275 | 145,946 | 1,617 | 147,563 |
| D5 | Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | ( 173,473) | 143,275 | ( 30,198) | ( 308) | ( 30,506) |
| O1 | Non-controlling interests | - | - | - | - | - | - | - | - | 13,016 | 13,016 |
| Z1 | Balance as of December 31, 2024 | 87,550 | 875,500 | 380,455 | 272,605 | 253,342 | ( 178,509) | ( 152,175) | 1,451,218 | 22,209 | 1,473,427 |
| E1 | cash capital increase | 20,000 | 200,000 | 40,000 | - | - | - | - | 240,000 | - | 240,000 |
| T1 | Issuance costs of shares | - | - | ( 1,000) | - | - | - | - | ( 1,000) | - | ( 1,000) |
| N1 | Share-based payment transactions | - | - | 4,620 | - | - | - | - | 4,620 | - | 4,620 |
| D1 | Net loss for the year ended December 31, 2025 | - | - | - | - | - | ( 104,342) | - | ( 104,342) | ( 4,188) | ( 108,530) |
| D3 | Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | ( 458) | ( 42,613) | ( 43,071) | ( 53) | ( 43,124) |
| D5 | Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | ( 104,800) | ( 42,613) | ( 147,413) | ( 4,241) | ( 151,654) |
| Z1 | Balance as of December 31, 2025 | 107,550 | $ 1,075,500 | $ 424,075 | $ 272,605 | $ 253,342 | ($ 283,309) | ($ 194,788) | $ 1,547,425 | $ 17,968 | $ 1,565,393 |
The accompanying notes are an integral part of the consolidated financial reports.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
36
COPARTNER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024
| Code | Cash flows from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Current net loss before tax | ($ 102,543) | ($ 161,714) |
| A20000 | Adjustments to reconcile: | ||
| A20100 | Depreciation expense | 154,997 | 163,495 |
| A20200 | Amortization expense | 522 | 513 |
| A20300 | Expected credit impairment loss | 24,038 | 114 |
| A20900 | Finance costs | 53,707 | 51,651 |
| A21200 | Interest income | ( 6,191) | ( 12,462) |
| A21900 | Share-based payment compensation cost | 4,620 | - |
| A22300 | Share of profit or loss on associates accounted for using equity method | 7,466 | 2,045 |
| A22500 | Net gains from disposal of property, plant and equipment | 1,835 | 605 |
| A24100 | (Gain) Loss on foreign exchange, net | 10,095 | ( 20,289) |
| A29900 | Lease modification actuarial losses | ( 3,764) | ( 2,481) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Note receivable | 3,241 | 39,233 |
| A31140 | Note receivable due from related parties | - | 26 |
| A31150 | Accounts receivable | 6,595 | ( 180,651) |
| A31160 | Accounts receivable due from related parties | 732 | 606 |
| A31180 | Other receivables | 12,154 | ( 10,216) |
| A31200 | Inventories | ( 10,282) | ( 67,449) |
| A31230 | Advances to suppliers | 16,709 | 61,200 |
| A31240 | Other current assets | 178 | 782 |
| A32125 | Contract liabilities | 6,648 | ( 4,323) |
| A32150 | Accounts payable | ( 3,864) | 15,582 |
| A32160 | Accounts payable due from related parties | 1,097 | 330 |
| A32230 | Other current liabilities | ( 71,645) | 36,354 |
| A32240 | Net defined benefit liabilities | 346 | 322 |
| A33000 | Net cash (outflow) inflow generated from operations | 106,691 | ( 86,727) |
| A33300 | Interest paid | ( 53,425) | ( 50,979) |
| A33500 | Income taxes paid | ( 17,381) | ( 17,186) |
| AAAA | Net cash (outflow) inflow from operating activities | 35,885 | ( 154,892) |
(Carried forward)
(Brought forward)
| Code | 2024 | 2023 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | ($ 4,163) | $ - |
| B02700 | Purchase of property, plant and equipment | ( 106,801) | ( 235,941) |
| B02800 | Proceeds from disposal of property, plant and equipment | 3,219 | 10,914 |
| B03700 | Increase in refundable deposits paid | 3,118 | ( 2,583) |
| B04500 | Purchase of intangible assets | ( 2,742) | ( 460) |
| B07500 | Interest received | 7,502 | 12,031 |
| BBBB | Net cash outflow from investing activities | ( 99,867) | ( 216,039) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term borrowings | 2,181,162 | 3,537,159 |
| C00200 | Decrease in short-term borrowings | ( 2,487,989) | ( 3,698,999) |
| C01600 | New long-term borrowings | 274,242 | 431,956 |
| C01700 | Repay long-term borrowings | ( 28,013) | ( 778,394) |
| C01800 | Decrease in long-term notes payable | - | 600,000 |
| C03000 | Increase in guarantee deposits and margins received | 101 | 4,973 |
| C04020 | Repayment of lease liabilities principal | ( 68,581) | ( 79,634) |
| C04600 | Cash capital increase | 240,000 | - |
| C05800 | Change in Non-controlling interests | - | 13,016 |
| C09900 | Payment of share issuance costs | ( 1,000) | - |
| CCCC | Net cash inflow from financing activities | 109,922 | 30,077 |
| DDDD | Effect of exchange rate fluctuations on cash held | ( 40,246) | 144,287 |
| EEEE | Net decrease in cash and cash equivalents for the year | 5,694 | ( 196,567) |
| E00100 | Cash and cash equivalents at beginning of the period | 879,109 | 1,075,676 |
| E00200 | Cash and cash equivalents at end of the period | $ 884,803 | $ 879,109 |
The accompanying notes are an integral part of the consolidated financial reports.
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
Attachment 7
Copartner Technology Corp. 2025 Deficit Compensation Table
Unit: NT$
| Item | Amount | |
|---|---|---|
| Beginning deficit to be compensated | (178,508,307) | |
| Current net loss | (104,341,978) | |
| Retained earnings due to investment adjustments using the equity method | 3,277,675 | |
| Remeasurements of defined benefit plans recognized in retained earnings | (3,736,384) | |
| Plus: Current net loss seasonal adjustment amount | (104,800,687) | |
| Current deficit to be compensated | (283,308,994) | |
| Ending deficit to be compensated | (283,308,994) |
Chairman: Ho, Chun-Hsien
Manager: Ho, Chun-Hsien
Chief accountant: Peng, Chuan-Tsai
Attachment 8
Copartner Technology Corp.
2026 Annual Shareholders Meeting
Nomination list of directors and independent directors
- Directors: elect 4 from 4 candidates
| Numerical order | Account number | Name | Current post | Major academic (career) achievements | Shares held by the shareholders |
|---|---|---|---|---|---|
| 1 | 1 | Ho, Chun-Hsien | Chairman of Copartner Technology Corp. | National Chushan Senior High School Director of Copartner Wire & Cable Manufacturing Limited | 4,526,918 |
| 2 | 15 | Wang, Shih-Tsung | Director of Copartner Technology Corp. and President of the Cable Business Group | Forestry High School (non-completion) Director of Copartner Wire & Cable Manufacturing Limited | 4,691,337 |
| 3 | 7235 | Cheng, Chin-Hung | Chairman of Belle Plus International Co., Ltd. | ||
| Chairman of Hongting Architecture Co., Ltd. | |||||
| Chairman of Lishan Construction Co., Ltd. | Master of Business Administration, Soochow University Chairman of Belle Plus International Co., Ltd. | ||||
| Chairman of Hongting Architecture Co., Ltd. | |||||
| Chairman of Lishan Construction Co., Ltd. | 5,593,331 | ||||
| 4 | - | Huang, Cheng-Tsung | Special Assistant to the Chairman, Belle Plus International Co., Ltd. | ||
| Independent Director, ADO Optronics Corp. | |||||
| Independent Director, Hi-One International Development Co., Ltd. | Department of Accounting and Statistics, NTUB Vice President of Shanghai Feilong Textile Co., Ltd. | ||||
| Special Committee Member of China United Trust & Investment Corporation | 0 |
- Independent directors: elect 3 from 3 candidates
| Numerical order | Account number | Name | Current post | Major academic (career) achievements | Shares held by the shareholders |
|---|---|---|---|---|---|
| 1 | - | Hsu, Yung-Chen | Professor of the Department of Electrical Engineering and Institute of Electronics Engineering, National Tsing Hua University | Ph.D. in Electrical Engineering, National Tsing Hua University Dean of Institute for Electronics Engineering, National Tsing Hua University Director of Industrial Research Master Class of College of Electrical Engineering and Computer Science, National Tsing Hua University | 0 |
| 2 | - | Wu, Li-Ching | None | Bachelor of Business Administration, National Cheng Kung University Vice President of Finance Office of Copartner Technology Corp. | 0 |
| 3 | - | Huang, Shih-Yi | None | Master of Management Science, National Chiao Tung University Assistant Vice President, China Development Capital Corporation | 0 |
Attachment 9
Copartner Technology Corp.
Circumstances of Director and Independent Director Candidates Working Part-Time for Another Company
| Title | Name | Company name | Position held |
|---|---|---|---|
| Director Candidates | Ho, Chun-Hsien | Wujiang Wanfeng Plastic Cement Co., Ltd. | Executive director |
| Copartner Technology (Thailand) Co., Ltd. | Director | ||
| Director Candidates | Wang, Shih-Tsung | Copartner Technology (Thailand) Co., Ltd. | Director |
| Director Candidates | Cheng, Chin-Hung | Hung Ting Construction Co., Ltd. | Chairman |
| Lishan Construction Co., Ltd. | Chairman | ||
| Belle Plus International Co., Ltd. | Chairman | ||
| Di Ting Biotechnology Co., Ltd. | Chairman | ||
| Bang Mei Biomedical Co., Ltd. | Chairman | ||
| Hua Tai Silk Co., Ltd. | Chairman | ||
| Zhen Feng International Business Center Co., Ltd. | Chairman | ||
| ADO Optronics Corporation | Director | ||
| Taiwan Land Development Corporation | Director | ||
| Director Candidates | Huang, Cheng-Tsung | Belle Plus International Co., Ltd. | Special Assistant to the Chairman |
| ADO Optronics Corp. | Independent Director | ||
| Hi-One International Development Co., Ltd. | Independent Director |
Appendix 1.
Copartner Technology Corp. Articles of Incorporation
Chapter 1 General
Article 1
The Company was incorporated under the Company Act, and its name is Copartner Technology Corp.
Article 2
The business items operated by this Company are as follows:
(1) CC01020 Electric Wires and Cables Manufacturing.
(2) CC01060 Wired Communication Mechanical Equipment Manufacturing.
(3) CC01080 Electronics Components Manufacturing.
(4) CD01030 Motor Vehicles and Parts Manufacturing.
(5) F113020 Wholesale of Electrical Appliances.
(6) F113030 Wholesale of Precision Instruments.
(7) F113060 Wholesale of Measuring Instruments.
(8) F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
(9) F119010 Wholesale of Electronic Materials
(10) F213010 Retail Sale of Electrical Appliances.
(11) F219010 Retail Sale of Electronic Materials.
(12) F401010 International Trade.
(13) I301030 Electronic Information Supply Services.
(14) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1
The Company may become a limited liability shareholder of another company via a board of directors resolution. The total amount of its reinvestment shall not be subject to the restriction that the reinvestment shall not exceed 40% of the company's paid-in capital according to Article 13 of the Company Act. The Company May obtain external guarantees for business needs, and its operations shall be handled according to the Company's endorsement guarantee measures.
Article 3
The Company has established its head office in New Taipei City. Branch offices or subsidiaries may be established domestically or overseas upon a resolution of the board of directors as it deems necessary.
Article 4
The public announcement method of the Company shall be handled according to Article 28 of the Company Act.
Chapter 2 Shares
Article 5
The Company’s registered capital is NT$2 billion divided into 200 million shares. Each share is valued at NT$10. The board of directors shall issue the unissued shares in batches according to business needs.
Within the total capital mentioned above, 12 million shares are reserved for employee stock option certificates, which may be issued in installments according to the board of directors’ resolution.
Article 5-1
When the Company declares to issue employee stock option certificates and the stock subscription price is lower than the closing price on the issuance date, the case must be approved by over two-thirds of the shareholder voting rights present in a Shareholders’ Meeting attended by shareholders holding over half of the total number of shares issued. The application may be filed for execution in batches within one year from the date of the Shareholders’ Meeting resolution.
If the case is handled according to the preceding Paragraph, the following matters must be listed and explained in the reason for convening the Shareholders’ Meeting, and the proposal shall not be made via an extempore motion:
(1) The total number of employee stock option certificate units issued, the number of shares that can be subscribed for each unit of stock option certificates, and the total number of new shares to be issued due to the exercise of share options or the number of buyback shares according to Article 28-2 of the Securities and Exchange Act.
(2) The basis and rationality of the subscription price.
(3) Qualifications and conditions for eligible employees for stock option warrants and the number of subscribable shares.
(4) Reasons why this employee stock option certificate application is necessary.
(5) Items that can affect shareholders’ equity:
A. The amount that may turn into expenditure and the dilution to the Company’s earnings per share.
B. If the issued shares are used as the performance fulfillment method, the financial burden to the company shall be explained.
Article 5-2
When the Company wants to transfer shares to employees at a lower price than the average actual repurchase price, the case must be approved by at least two-thirds of the voting rights present at the most recent Shareholders’ Meeting attended by shareholders representing a majority of the total issued shares. The following matters shall be listed and
43
explained in the reasons for convening the current Shareholders' Meeting, which shall not be proposed as an extempore motion:
(1) The set transfer price, discount rate, calculation basis, and rationality.
(2) Number of shares transferred, purpose, and rationality.
(3) Qualifications of employees who subscribe for shares and the number of shares that can be subscribed.
(4) Items that can affect shareholders' equity:
A. The amount that may turn into expenditure and the dilution to the Company's earnings per share.
B. Explain the financial burden on the company caused by the share transfer to employees at a price that is lower than the average of the actual repurchase price.
Article 6 Deleted.
Article 7 The Company's share certificates shall be in registered form and signed or sealed by the director representing the Company and shall be issued after being certified according to the laws.
When the company issues new shares, it may print the total number issued in a consolidated manner but must contact the centralized securities custodian institution for safekeeping. Share certificate printing may also be exempt, but the shares must be registered with the centralized custody institution for the securities.
Article 8 The closing date of the general or extraordinary Shareholders' Meeting shall be handled according to Article 165 of the Company Act. In addition, distribution of dividends, bonuses, or other benefits by the Company shall stop within 5 days before the base date.
Article 8-1 Deleted.
Chapter 3 Shareholders' Meeting
Article 9 The Company holds general and extraordinary Shareholders' Meetings. The general Shareholders' Meetings shall be convened annually and within six months after each fiscal year. Extraordinary meetings shall be convened according to relevant laws and regulations when necessary.
The Shareholders' Meeting may be held in a physical shareholders' Meeting, a video-assisted shareholders' Meeting, or a video-based shareholders' Meeting. The meeting shall be handled according to the relevant regulations of the securities regulatory authority.
Article 10 If a shareholder is unable to attend a shareholders' Meeting for any reason, the shareholder may issue a power of attorney and entrust an agent to attend the meeting according to Article 177 of the Company Act.
44
45
Article 11
Unless otherwise provided by the Company Act, the shareholders’ entrusted attendance method shall be handled according to the “Regulations Governing the Use of Proxies for Attendance at shareholder meetings of Public Companies.”
Article 12
All shareholders are entitled to one vote for every share held except for non-voting shares described in Article 179 of the Company Act.
Article 12
Resolutions at a shareholders’ Meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. According to the regulations of the competent authority, the shareholders of the Company can also exercise their voting rights electronically. Shareholders who exercise their voting rights electronically shall be deemed to have attended in person, and the relevant matters shall be handled according to laws and regulations.
Article 12-1
The cancellation of publicly offered shares shall be reported to the shareholders’ Meeting for resolution, and the resolution method shall be handled according to Article 156 of the Company Act.
Chapter 4 Director
Article 13
The Company has 5 to 9 directors, all of whom are elected by the shareholders’ meeting with the ability to act for a term of 3 years and can be re-elected. The Company shall purchase liability insurance for directors during their term of office, and the board of directors resolution shall authorize the scope of insurance.
The cumulative voting method shall be used for the election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Candidates with the highest number of votes are elected directors. Any future changes to this voting method must comply with Article 172 of the Company Act and the reasons and details of the new method described in the meeting conveying.
Article 13-1
There shall be no less than three independent directors among the directors of the company, and independent directors shall not account for less than one-third of the number of directors.
The candidate nomination system shall be adopted for the election of Company directors. The relevant matters such as its acceptance method and announcement shall be handled according to laws and regulations.
Professional qualifications of independent directors, restrictions on shareholding and part-time jobs, determination of independence,
46
Chapter 5 Managers
Article 17
nomination methods, and other requirements shall comply with relevant regulations specified by the securities competent authority.
Independent directors and non-independent directors shall be elected simultaneously, and the election votes shall be calculated separately.
The Company’s board of directors may establish various functional committees. These functional committees shall formulate rules for exercising their powers according to the relevant regulations of the securities regulatory authority and the company, which shall be implemented after approval by the board of directors.
The Company shall assemble an Audit Committee according to Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for carrying out the supervisor duties specified in the Company Act, Securities and Exchange Act, and other relevant regulations.
The directors shall organize the board of directors. One chairman shall be appointed during a board of directors meeting with over two-thirds of the directors present and with the support of over half of all attending directors, and the chairman shall represent the Company externally. One vice-chairman shall be established, and one person shall be elected as vice-chairman in the same manner.
The board of directors shall be convened at least quarterly. The reasons for the meeting shall be stated, and the directors shall be notified 7 days in advance. However, the board of directors meeting may be convened at any time during an emergency. The board of directors meeting notice may be issued in writing, fax, E-mail, etc.
In case the chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the proxy thereof shall be handled according to Article 208 of the Company Act. If a director is unable to attend for some reason, the director shall issue a power of attorney, list the scope of authorization for the meeting convened, and entrust another director to attend the board of directors meeting as a proxy. One director is limited to being entrusted by one person.
Directors who perform their duties are entitled to remuneration regardless of the Company’s profit or loss. The board of directors shall be authorized to set the monthly payment standard for each director within the total range of NT$1 million.
46
Company Act. The general manager shall manage the Company's business according to the resolutions of the board of directors and the chairman's orders and shall represent the Company externally within the scope of authority. The general manager shall sit on the board of directors meeting for the Company in order to perform its duties unless the board of directors has resolved otherwise.
Chapter 6 Accounting
Article 18
At the end of each fiscal year, the board of directors of the Company shall prepare and submit the following reports/statements to the shareholders' meeting for acknowledgment: (1) Business Report (2) Financial Statements (3) Proposals on the distribution of earnings or make-up of deficits.
Article 19
No less than 1% shall be allocated for employees' remuneration and no over 3% for directors' remuneration based on the Company's annual pre-tax net profit before deducting the employees' and directors' remunerations. However, if the Company still has accumulated losses (including adjustment of undistributed surplus amount), the amount shall be reserved for making up the accumulated loss first,
The preceding employee remuneration may be made in stock or cash, and the recipients of the remuneration may include employees of subordinate companies who meet the conditions set by the board of directors. The board of directors shall be authorized to formulate the relevant regulations. The directors' remuneration in the preceding paragraph shall be paid in cash only.
The board of directors shall resolve the preceding 2 items and report to the shareholders' meeting.
Article 19-1
In addition to paying income tax according to the law, the Company shall first make up for previous years' losses and then set aside 10% of the surplus as a statutory surplus reserve. However, this provision shall not apply if the statutory surplus reserve has reached the total paid-in capital of the Company. Then the special surplus reserve shall be allocated or reversed according to the relevant laws or regulations of the competent authority. When the Company sets aside special surplus reserves according to the law, if the "net increase in fair value of investment-type real estate accumulated in the previous period" and the "net decrease in other equity accumulated in the previous period" are under-reported, the same amount of special surplus reserve from the undistributed surplus in the previous period shall be set aside before the surplus distribution. If that is still insufficient, the amount other than the current after-tax net
47
profit plus the current after-tax net profit shall be included in the current undistributed surplus. After adding up the undistributed surplus of the previous years, the board of directors will formulate a surplus distribution proposal and submit a resolution to the shareholders' meeting to distribute dividends to shareholders. The cash and stock combination method shall be adopted as the dividend distribution policy to improve the financial structure and protect the rights and interests of shareholders. Cash dividends shall not be less than 10% of the total dividends.
If the preceding shareholders dividend, statutory surplus reserve, and capital surplus are distributed in cash; the proposal shall be authorized by a board of directors meeting with over two-thirds of the entire board members attending and approved by over half of those present at the meeting, and then reported the case to a shareholders' meeting.
Chapter 7 Miscellaneous
Article 20 Any issues not covered in these Articles of Incorporation shall be governed by the Company Act of the Republic of China.
Article 21 This Articles of Incorporation was established on April 15, 1987.
The 1st amendment was made on July 12, 1989.
The 2nd amendment was made on November 15, 1993.
The 3rd amendment was made on October 16, 1996.
The 4th amendment was made on July 19, 1999.
The 5th amendment was made on November 18, 1999.
The 6th amendment was made on May 23, 2000.
The 7th amendment was made on June 11, 2001.
The 8th amendment was made on June 16, 2003.
The 9th amendment was made on October 30, 2003.
The 10th amendment was made on July 8, 2004.
The 11th amendment was made on July 29, 2004.
The 12th amendment was made on September 12, 2005.
The 13th amendment was made on June 29, 2006.
The 14th amendment was made on September 25, 2006.
The 15th amendment: was made on June 22, 2007.
The 16th amendment was made on May 16, 2008.
The 17th amendment was made on June 18, 2010.
The 18th amendment was made on June 22, 2011.
The 19th amendment was made on June 12, 2012.
The 20th amendment was made on June 20, 2014.
The 21st amendment was made on June 21, 2016.
The 22nd amendment was made on June 22, 2017.
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The 23rd amendment was made on August 24, 2021.
The 24th amendment was made on June 29, 2022.
The 25th amendment was made on June 13, 2025.
Copartner Technology Corp.
Chairman: Ho, Chun-Hsien
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Appendix 2
Copartner Technology Corp.
Rules of Procedure for Shareholders’ Meetings
Board of directors approval date: March 13, 2024
Shareholders’ meeting approval date: June 14, 2024
Article 1: This Procedure is formulated pursuant to Article 5 of the Corporate Governance Best Practice Principles for compliance by the Company to establish a good governance system for shareholders’ meetings, improve the supervision capacity, and strengthen the management function.
Article 2: The Company’s Corporation Rules of Procedure for Shareholders’ meetings shall prevail unless otherwise provided by the laws or the Articles of Incorporation.
Article 3: Unless otherwise specified by the laws or the Articles of Incorporation, the Company’s shareholders’ meetings shall be convened by the board of directors. Any change in the method of convening the shareholders’ meeting should be decided by the board of directors and implemented no later than before the dispatch of the notice of the shareholders’ meeting.
The company shall hold a video conference shareholder meeting, which should be stated in the articles of association and approved by the board of directors, except for provisions in the regulations for the handling of stock affairs for publicly traded companies. Additionally, the conduct of a virtual shareholder meeting shall be carried out based on a resolution passed by the board of directors, with attendance of two-thirds or more of the directors and the agreement of a majority of the attending directors.
The Company shall, 30 days prior to the general shareholders’ meeting or 15 days prior to the extraordinary shareholders’ meeting, upload the notice of convening of the shareholders’ meeting, the power of attorney, the proposals for recognition, discussion, election or dismissal of directors, etc. in electronic formats to the official site of MOPs. The Company shall also formulate the shareholders’ meeting handbook and supplementary materials into electronic files and upload them to the Market Observation Post System at least 21 days prior to a general shareholders’ meeting or 15 days prior to an extraordinary shareholders’ meeting. However, if the paid-in capital of the company reaches NT$10 billion or more as of the end of the most recent accounting year, or if the combined foreign and mainland Chinese shareholding ratio listed in the shareholders’ register at the most recent annual shareholders’ meeting reaches 30% or more, the electronic files shall be transmitted no later than 30 days before the annual shareholders’ meeting. Prepare the meeting handbook and supplementary materials for the current shareholders’ meeting at least 15 days prior to the meeting, and make them
available to shareholders upon request. The materials shall be displayed in the Company and the professional stock agency appointed by the Company and must be distributed on-site during the shareholders' meeting.
The meeting handbook and supplementary meeting materials shall be made available for shareholders to review on the day of the shareholders' meeting in the following manner:
- When holding a physical shareholders' meeting, the meeting handbook and supplementary meeting materials should be distributed at the venue of the shareholders' meeting.
- When holding a video-assisted shareholders' meeting, the meeting handbook and supplementary meeting materials should be distributed at the venue of the shareholders' meeting and transmitted electronically to the video conferencing platform.
- When holding a video conference shareholders' meeting, the meeting handbook and supplementary meeting materials should be transmitted electronically to the video conferencing platform.
The notice shall specify the reason for the convening; if the notice is approved by the counterparty, it may be prepared in electronic formats.
Issues that involve election or dismissal of directors, changes to the Articles of Incorporation, capital reduction, application for suspension of a public offering, director's permission to compete, surplus capital increase, capital reserve conversion, corporate liquidation, merger, divestment, or any matters listed in Paragraph 1 of Article 185 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act, or Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be raised and have the main content explained as part of the regular motions (it cannot be raised in the form of special motions). The main content may be placed on websites designated by the competent securities authorities or the Company, and the website addresses shall be specified in the notice.
If the reasons for convening the general shareholders' meeting have stated the general re-election of directors and the date of their inauguration, after the re-election by the shareholders' meeting is completed, the same meeting shall not reach any resolution to change the date of the directors' inauguration by extempore motions or any other means.
Article 4: Any of the shareholders may, at each shareholders' meeting, issue a power of attorney stipulated by the Company specifying the scope of authorization to appoint a proxy to attend the shareholders' meeting.
Each shareholder may only issue one power of attorney to appoint only one proxy, which shall be delivered to the Company five days before the convening shareholders' meeting. In the event of any repetitive powers of attorney, the one
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that is served first shall prevail. However, such provision does not apply to those powers of attorney issued prior to the declaration of revocation.
After the power of attorney is delivered to the Company, shareholders who wish to attend the shareholders, meeting shall notify the Company in writing of the revocation of the proxy two days before the shareholders, meeting. In the event of overdue revocation, the voting right exercised by the authorized proxy shall prevail.
After the power of attorney is delivered to the company, if a shareholder intends to attend the shareholders' meeting via video conferencing, they should notify the company in writing of the revocation of the power of attorney at least two days before the meeting. If the revocation is not made by the deadline, the voting rights exercised by the appointed proxy shall prevail.
Article 5: The venue for a shareholders’ meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m., and the location and time of the meeting should be fully considered the opinions of independent directors.
The company is not restricted by the location mentioned above when holding a video conference shareholders' meeting.
Article 6: The Company shall specify the time and location for shareholders, proxy, and appointed agents (hereinafter referred to as shareholders) registration in the meeting notice and other matters requiring attention.
The preceding registration time shall be at least 30 minutes before the meeting. The registration area shall be clearly identified, and sufficient personnel must be deployed to handle the registration matters. Shareholders' attendance at the video conference shareholders' meeting shall be registered on the video conference platform 30 minutes before the meeting begins. Shareholders who have completed the registration shall be deemed to be present at the shareholders' meeting in person.
The shareholder must present the attendance certificate, attendance sign-in card, or other attendance certificates in order to attend the shareholders’ meeting. Except for the documents required by the shareholders to attend, the Company shall not arbitrarily request additional supporting documents. The proxy with a power of attorney must present ID documents for verification.
The Company shall prepare the signature book for the attending shareholders to sign in, or the attending shareholders may hand in the sign-in cards in lieu of signing in. The Company shall deliver the procedures handbooks, annual reports, attendance certificate, speech slips, voting ballots and other meeting materials to the shareholders attending the shareholders, meeting; if there is any election of directors, the election ballots shall be attached.
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For the shareholder who is a government or legal person, the number of representatives attending the shareholders' meeting is not limited to one person. When a legal person is appointed to attend the shareholders' meeting, only one representative of such legal person may be appointed to attend the meeting.
For shareholders who wish to attend the shareholders' meeting via video conference, they should register with the company at least two days before the meeting.
For shareholders' meetings conducted via video conference, the company shall upload the meeting handbook, annual report, and other relevant documents to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose them until the end of the meeting.
Arcitle 6-1: The company shall include the following items in the notice of the shareholders' meeting held via video conference:
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Methods for shareholders to participate in the video conference and exercise their rights.
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Measures for handling obstacles arising from natural disasters, emergencies, or other force majeure events that prevent the use of the video conference platform or participation via video conferencing, including at least the following:
(a) If obstacles persist before the occurrence, causing the postponement or continuation of the meeting, the time for postponement or continuation and the date for resuming the meeting.
(b) Shareholders who did not register for participation via video conferencing in the original shareholders' meeting shall not participate in the postponed or resumed meeting.
(c) In the event of a video-assisted shareholders' meeting, if the video conference cannot continue, the meeting shall proceed if the total number of shares represented by shareholders participating via video conferencing, minus the shares represented by shareholders participating via video conferencing, reaches the statutory quorum for the meeting. Shareholders participating via video conferencing shall be considered present, and their shares shall be counted towards the total shares represented at the meeting. For all resolutions of the meeting, they shall be deemed to have abstained.
(d) Procedures for handling situations where all resolutions have been announced without any ad hoc motions being made.
- The notice of the video conference shareholders' meeting shall also include appropriate alternative measures provided to shareholders who have difficulty participating via video conferencing. Unless otherwise provided in Article 44-9, Paragraph 6 of the Guidelines for Handling Shareholder Services of Publicly Issued Companies, the company should provide at least shareholder connection equipment and necessary assistance, and specify the
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period for shareholders to apply to the company and other relevant precautions in the meeting-related documents.
Article 7: If the Board of directors convenes a shareholders’ meeting, the meeting shall be chaired by the board chairman. When the chairman of the board is on leave or is unable to exercise his/her power and authority for any reason, the vice-chairman shall act as a proxy thereof. If there is no vice-chairman or the vice-chairman also is on leave or for any reason unable to exercise his/her power and authority, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select one director as a proxy.
The chairman of the preceding Paragraph shall be a managing director or a director who has served for more than six months and who has a proper understanding of the Company’s financial and business status. The same applies if the chairman is the representative of the legal person directors.
The chairman in person shall chair the shareholders’ meeting convened by the Board of directors. It is preferable that over half of the directors in the board of directors, at least one audit committee member, and at least one representative of members of various functional committees must be present in person. The attendance shall be recorded in the shareholders’ meeting minutes.
If the shareholders’ meeting is convened by a person with the right to convene other than the board of directors, the chairman shall be such person with the right to convene. If there are two or more persons with the right to convene meetings, one of such persons shall be elected as the chairman.
The Company may designate appointed lawyers, accountants or relevant personnel to attend the shareholders’ meeting as attendees.
Article 8: The Company shall record the entire process of registration, the discussion, and voting of the shareholders, meeting continuously and uninterruptedly starting from the time of acceptance of shareholders, registration.
The audio-visual materials in the preceding Paragraph shall be kept for at least one year. However, if the case involves a lawsuit under Article 189 of the Company Act, the materials shall be retained until the end of the lawsuit.
For shareholders' meetings conducted via video conference, the company shall record and preserve data related to shareholder registration, registration, attendance, questioning, voting, and company tally results. The entire video conference shall be continuously recorded and filmed without interruption.
The aforementioned data, recordings, and videos shall be properly preserved by the company for the duration of their retention period and provided to the designated entity responsible for managing video conference affairs.
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For shareholders' meetings conducted via video conference, the company should also record the operation interface of the video conference platform backstage.
Article 9: Attendance at the shareholders, meeting shall be calculated on the basis of shares. The number of shares held by those present shall be calculated based on the signature book or the sign-in card submitted and the number of shares reported on the video conferencing platform, plus the number of shares exercising voting rights in writing or electronically.
The chair shall call the meeting to order at the scheduled meeting time and announce the relevant information, such as the number of non-voting rights and the number of shares present. However, when shareholders representing more than half of the total number of issued shares are not present, the chairman may announce that the meeting to be postponed. The times of postponements shall not exceed two, and the total postponement time shall not exceed one hour. If the share amount present is still insufficient after 2 postponements but is over one-third of the total issued shares, the chair shall announce the meeting aborted.
For shareholders' meetings conducted via video conference, the company shall also announce any adjournments on the video conferencing platform.
If the share amount present does not exceed one-third of the total issued shares after 2 postponements, a tentative resolution may be passed pursuant to the first paragraph in Article 175 of the Company Act and notify the shareholders of the tentative resolution and reconvene the shareholders' meeting within 1 month. For shareholders' meetings conducted via video conference, shareholders wishing to attend via video conferencing should re-register with the company in accordance with Article 6.
If the number of shares represented by the shareholders present has reached a majority of the total number of shares issued before the end of the meeting, the chair shall resubmit the tentative solutions passed to be voted by the shareholders' meeting according to Article 174 of the Company Act.
Article 10: If the board of directors convenes the shareholder meeting) the Board of directors will determine the meeting proceeding. The relevant discussions (including temporary motions and amendments to the original discussions) shall be decided on a case-by-case voting basis. The proceeding cannot be changed unless resolved during the shareholder meeting.
If the shareholders' meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding Paragraph shall apply mutatis mutandis.
Before the meeting (including extempore motions) is adjourned, the chairman shall not declare the meeting adjourned without resolution; if the chairman violates the Regulations and announces the adjournment of the meeting, the other members of the board of directors shall promptly assist the shareholders present in accordance
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with legal procedures to elect a person to be the chairman with the consent of more than half of the voting rights of the shareholders present to continue the meeting process.
The chairman shall provide sufficient explanations and opportunities for discussion on the proposals and the amendments or extempore motions proposed by shareholders. When the chairman deems that the voting has reached a sufficient level, he/she may announce the suspension of the discussion for voting and arrange a suitable time for voting.
Article 11: Shareholders holding over 1% of the Company’s outstanding shares are entitled to propose written motions for discussion at Annual General Meetings. Each shareholder may only propose one motion. Proposals exceeding this limit shall be excluded from the discussion. However, if a shareholder’s proposal matters involve urging the Company to promote the public interest or fulfill its social responsibility, the Board of directors must still include the proposal for discussion.
Before the book closure date of the general shareholders’ meeting, the Company shall announce the conditions, places, written or electronic acceptance method, and time within which the shareholders’ proposals are accepted. The timing of acceptance must not be less than 10 days.
The content of any of the proposals proposed by shareholders shall not exceed 300 words. If the number exceeds 300 words, the proposal will not be included for discussion; the proposing shareholder shall attend the general shareholders’ meeting in person or by proxy, and participate in the discussion of the proposal.
The board of directors may not list the proposal proposed by the shareholders as a proposal under one of the following circumstances:
(1) Where the proposal’s subject cannot be settled or resolved by a resolution at a shareholders’ meeting.
(2) Where the number of shares held by the proposing shareholder is less than one percent (1%) during the stock transfer suspension period.
(3) Where the said proposal is not submitted within the announced period for accepting shareholders’ proposals.
Before the date of notice for the shareholders’ meeting, the Company shall advise the proposing shareholder of the handling results and list the proposals according to the provision of this Article in the meeting notice. For shareholders’ proposals that are not included for discussion, the board of directors shall explain the reasons for rejection at the shareholders’ meeting.
Article 12: Before a shareholder presents and delivers a speech in the meeting, the shareholder must fill out a speech slip that states the speech’s main points, the shareholder’s account number (or attendance certificate number), and account name. The chair shall determine the order of speeches to be delivered.
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The attending shareholders who only submit the speech slip without making speeches are deemed to have not made speeches. If the content of the spoken speech is inconsistent with the record of speech slip, the content of the spoken speech shall prevail.
Each shareholder’s speech on the same proposal shall not exceed two times (each time shall not exceed five minutes) without the consent of the chairman. However, if the shareholder’s speech violates the regulations or exceeds the scope of the agenda, the chairman may stop such shareholder from making a speech. When an attending shareholder makes a speech, other shareholders shall not interfere with his/her speech unless having obtained the consent of the chairman and the speaking shareholder, and the chairman shall stop anyone violating such provision.
When a legal person shareholder appoints two or more representatives to attend the shareholders’ meeting, only one of these representatives may make a speech on each of the proposals. After attending shareholders’ speeches, the chairman may reply in person or designate relevant personnel for replying.
For shareholders' meetings conducted via video conference, shareholders participating via video conferencing may submit questions in writing on the video conference platform from the time the chairperson announces the start of the meeting until the adjournment is announced. Each shareholder may ask questions on each agenda item up to two times, with a limit of 200 words per question. This provision does not apply to the regulations from the first to the fifth clause.
If the questions submitted in the preceding paragraph do not violate the regulations or exceed the scope of the agenda item, they should be disclosed on the video conference platform for public awareness.
Article 13: Votes during a shareholders’ meeting shall be calculated based on the number of shares.
The number of shares of shareholders without voting rights shall not be included in the total number of issued shares in the resolution of the shareholders’ meeting. Shareholders who have personal interests in the matters discussed in the meeting and may be harmful to the interests of the Company shall not participate in voting, and shall not exercise their voting rights on behalf of other shareholders.
The number of shares for which voting rights shall not be exercised based on the preceding Paragraph shall not be included in the number of voting rights of attending shareholders.
Except for a trust enterprise or a stock agency approved by the securities competent authority, when one proxy is appointed by two or more shareholders at the same time, the voting rights of the proxy shall not exceed $3\%$ of the total voting rights of the issued shares. The excess voting rights shall not be included.
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Article 14: Shareholders have one voting right per share, except for those restricted or have no voting rights pursuant to Paragraph 2, Article 179 of the Company Act.
When the Company convenes a shareholders’ meeting, it may adopt electronic or written manners to exercise the voting rights; when exercising voting rights in writing or electronically, the method for exercising rights shall be specified in the notice of convening of the shareholders’ meeting. Shareholders who exercise their voting rights in writing or electronically are deemed to have attended the shareholders’ meeting in person. However, the extempore motions and the amendment to the original proposals at the shareholders’ meeting shall be deemed as abstention. Therefore, the Company shall refrain from submitting the extempore motions and the amendments to the original proposals.
In the event of exercising voting rights in writing or electronically in the preceding Paragraph, the statement of intent shall be delivered to the Company two days prior to the convening of shareholders’ meeting. However, such provision does not apply to those statements of intent issued prior to the declaration of revocation.
After shareholders have exercised their voting rights in writing or electronically, if they wish to attend the shareholders’ meeting in person or in video conference, they must revoke the aforesaid expressions of intent 2 days before the shareholders’ meeting the same way they exercised their vote rights. If the revocation is overdue, the voting rights exercised in writing or electronically shall prevail. If the voting rights are exercised in writing or electronically and a proxy is appointed via the power of attorney to attend the shareholders’ meeting, the voting rights exercised by the proxy appointed shall prevail.
The vote for a proposal shall be passed with the approval of a majority of the shareholder voting rights present unless otherwise stipulated in the Company Act or the Company’s Articles of Incorporation. At the time of voting, shareholders shall vote on a case-by-case basis after the total number of shareholder voting rights announced by the chair or the chair’s proxy, and the shareholders’ approval, opposition, and abstention voting results shall be uploaded to the Market Observation Post System.
When there are several amendments or alternatives to the same proposal, the chairman shall determine the order of voting on such proposal with the original one. If one of the proposals reaches resolution, the other proposals shall be deemed to be rejected and no further voting would be required.
The scrutineers and vote-counters for voting on the resolution shall be designated by the chairman, but the scrutineers shall have the identity as shareholders.
The counting of votes for voting on proposals or election at the shareholders’ meeting shall be done at a public place at the venue of the meeting, and after the
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votes are fully counted, the results shall be announced on the spot, including the weight for statistics, and a record shall be made.
During a shareholders' meeting conducted via video conference, shareholders participating via video conferencing should vote on each agenda item and election item through the video conference platform after the chairperson announces the start of the meeting. They should complete the voting before the chairperson announces the end of the voting period. Failure to do so within the specified time frame will be considered as abstaining.
For shareholders' meetings conducted via video conference, a single round of voting should be conducted after the chairperson announces the end of the voting period, and the results of the voting and elections should be announced.
For shareholders' meetings with video assistance, shareholders who have registered to attend the meeting via video conference in accordance with Article 6 and wish to attend the physical shareholders' meeting in person should revoke their registration in the same manner as the registration process at least two days before the meeting. Failure to revoke the registration by the deadline will result in the shareholder being allowed to attend the shareholders' meeting only via video conference.
Shareholders who exercise their voting rights in writing or electronically and participate in the shareholders' meeting via video conference, unless they withdraw their expression of intent, are not allowed to exercise their voting rights again on the original agenda items or propose amendments to the original agenda items or exercise their voting rights on amendments to the original agenda items, except for emergency motions.
Article 15: The election of directors during the shareholders' meeting must be handled according to the relevant election provisions set by the Company. The election results, including the list of elected directors, the final tally, the list of directors who have lost the election, and the number of voting rights they obtained must be announced on-site.
The ballots for election in the preceding Paragraph shall be sealed and signed by the scrutineers, and shall be properly preserved for at least one year. However, if the case involves a lawsuit under Article 189 of the Company Act, the materials shall be retained until the end of the lawsuit.
Article 16: The resolutions of the shareholders, meeting shall be made into minutes, which shall be signed or sealed by the chairman, and shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of meeting minutes may be conducted electronically. The aforesaid meeting minutes may be announced via upload to the Market Observation Post System. The minutes shall detail the date and venue of the meeting, the chair's name, the method of resolution, the proceedings and voting results of various motions
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(including statistical weights), and the number of votes obtained by each candidate during director and supervisor elections. The minutes of meeting shall be kept during the existence of the Company.
For shareholders' meetings conducted via video conference, the minutes of the meeting should include the following information in addition to what is stipulated: The start and end times of the shareholders' meeting, the method of convening the meeting, the names of the chairperson and the secretary and the procedures and outcomes for handling any obstacles encountered due to natural disasters, incidents, or other force majeure events affecting the video conference platform or participation via video conferencing.
For shareholders' meetings conducted via video conference by our company, in addition to complying with the provisions of the preceding paragraph, the minutes should also specify the alternative measures provided to shareholders who encounter difficulties in participating in the meeting via video conference.
Article 17: The number of shares acquired by the solicitor and the number of shares represented by the entrusted proxy and the number of shares represented by shareholders attending via written or electronic means should also be recorded in the minutes of the meeting shall be disclosed in the shareholders' meeting on the meeting day in a statistical table compiled under the prescribed format.
For shareholder meetings conducted via video conferencing, the company should upload the aforementioned information to the shareholder meeting video conferencing platform at least 30 minutes before the meeting begins. This information should remain accessible and disclosed throughout the duration of the meeting until its conclusion.
During the announcement of the commencement of the shareholder meeting conducted via video conferencing, the total number of shares represented by attending shareholders should be disclosed on the video conferencing platform. If there are additional statistics regarding the total number of shares represented by attending shareholders and the voting rights during the meeting, they should also be disclosed accordingly.
If a shareholders' meeting resolution involves significant information required by the laws and regulations or by the Taipei Exchange, the Company shall transmit the content to the Market Observation Post System within a certain deadline.
Article 18: Staff handling the shareholders' meeting shall wear identification cards or armbands.
The chairman may direct security personnel to assist in maintaining order at the venue. When the security personnel are present to assist in maintaining order, they shall bear armbands or ID cards displaying the word "SECURITY".
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If the venue has any amplifying equipment installed, the chairman may stop the shareholders from speaking with such equipment other than those provided by the Company.
Any shareholder violates the Regulations of Procedures, fails to follow the chairman’s request for corrections, and obstructs the progress of the meeting and without cooperating after being requested to stop the violation, the chairman may instruct the security personnel to ask such shareholder to leave the venue.
Article 19: The chair may announce a break at the chair’s discretion during a meeting. During a force majeure event, the chair may rule to suspend the meeting temporarily and announce the meeting continuation time.
If the meeting venue cannot continue to be used before the agendas (including special motions) set by the shareholders’ meeting are concluded, the shareholders’ meeting may decide to find another venue to continue the meeting.
The shareholders’ meeting may decide to postpone or continue the meeting within 5 days pursuant to Article 182 of the Company Act.
Article 20: For shareholder meetings conducted via video conferencing, the company should promptly disclose the voting results and election outcomes of each agenda item on the video conferencing platform after the voting ends, in accordance with regulations. This disclosure should continue for at least fifteen minutes after the chairman announces the adjournment of the meeting.
Article 21: When holding a video conference shareholders’ meeting, the chairman and the recording personnel should be located at the same place within the country. The chairman should announce the address of this location at the beginning of the meeting.
Article 22: When a shareholder meeting is held via video conference, the company may provide shareholders with a simple connection test before the meeting and provide relevant services in real-time before and during the meeting to assist with technical communication issues.
When a shareholder meeting is held via video conference, the chairman shall announce separately at the commencement of the meeting that, except for the circumstances specified in Article 44-20, paragraph 4 of the Guidelines for Processing Stock Affairs of Publicly Issued Companies, when a hindrance to the video conference platform or participation via video conference occurs due to natural disasters, emergencies, or other force majeure events, persisting for more than thirty minutes, the meeting shall be postponed or continued within five days, and the provisions of Article 182 of the Company Act shall not apply.
In the event of a postponement or continuation of the meeting as stipulated in the preceding paragraph, shareholders who were not registered to participate in the original shareholder meeting via video conference may not participate in the postponed or continued meeting.
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In accordance with the provisions of paragraph 2, shareholders who were registered to participate in the original shareholder meeting via video conference and completed the check-in but did not participate in the postponed or continued meeting, their attendance shares, exercised voting rights, and election rights at the original shareholder meeting shall be counted in the total shares, voting rights, and election rights of the attending shareholders in the postponed or continued meeting.
When conducting a postponed or continued meeting of a shareholder meeting in accordance with the provisions of paragraph 2, there is no need to re-discuss and resolve the agenda items for which voting has been completed, votes have been counted, and voting results or lists of elected directors have been announced.
When a shareholder meeting with video assistance is held, if the video conference cannot be continued as stipulated in paragraph 2, if the total shares attending the meeting still meet the statutory threshold for convening a shareholder meeting after deducting the attendance shares via video conference, the shareholder meeting shall continue without the need to postpone or continue the meeting as stipulated in paragraph 2.
In the event of a situation where the meeting should continue as stipulated in the preceding paragraph, shareholders participating in the shareholder meeting via video conference shall be counted in the total attendance shares of the attending shareholders. However, they shall be deemed to have abstained from voting on all agenda items of that shareholder meeting.
When the company postpones or continues the meeting in accordance with the provisions of paragraph 2, it shall follow the relevant preparatory work listed in the original shareholder meeting date and the provisions of each article listed in Article 44-20, paragraph 7 of the Guidelines for Processing Stock Affairs of Publicly Issued Companies.
In accordance with the provisions of Article 12, paragraph 2, and Article 13, paragraph 3, of the Rules for Attending Shareholder Meetings Using Proxy Forms for Publicly Issued Companies, Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1, of the Guidelines for Processing Stock Affairs of Publicly Issued Companies, the company shall postpone or continue the shareholder meeting date in accordance with the provisions of paragraph 2.
Article 23: When the company holds a video conference shareholders' meeting, appropriate alternative measures should be provided to shareholders who have difficulties attending the meeting via video conference.
Article 24: Matters not addressed by this procedure rule shall be governed by the Company Act and the relevant regulations.
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Article 25: This Procedure Rules shall be approved by the board of directors and submitted to the shareholders’ meeting for approval before implementation. The same shall apply to its amendments.
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Appendix 3
Copartner Technology Corp. Procedure for Election of Directors
Board of directors approval date: 2023/3/29
Shareholders meeting approval date: 2023/6/30
Article 1: According to Article 21 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, this procedure is formulated for electing directors in a fair, just, and open.
Article 2: The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The board of directors shall consider diversification in its membership, and an appropriate diversification policy should be formulated based on its operations, operation type, and development needs, which should include but not be limited to the following two major standard aspects:
(1) Basic conditions and values: gender, age, nationality, culture, etc.
(2) Profession knowledge and skills: profession background (e.g. law, accounting, industry, finance, marketing: or technology), profession skills, industry experience, etc.
The board members shall possess the necessary knowledge, skills and temperament, the board altogether shall possess the following capabilities:
(1) Operational judgment.
(2) Accounting and financial analysis.
(3) Operating ability.
(4) Crisis management.
(5) Knowledge of the industry.
(6) An international market perspective.
(7) Leadership.
(8) Decision making capability.
The board of directors of the Company shall consider adjusting the composition of the board of directors based on the results of performance evaluation.
Article 3: The qualifications of independent directors of the Company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8 and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and be subject to Article 24 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 4: The election of directors of the Company shall be conducted by the procedures for the nomination of candidates under Article 192-1 of the Company Act.
When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election for director at the next following shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the Articles of Incorporation, the Company shall convene an extraordinary shareholders meeting within 60 days of the occurrence of that fact to hold a by-election for directors.
When a director of the company resigns or a re-designation occurs pursuant to Article 27, Paragraph 3 of the Company Act, the resigning director or the corporate shareholder shall promptly notify the company and the Chief Corporate Governance Officer.
If the number of independent directors falls short of the proviso of Article 14-2, Paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the latest shareholders meeting; When all independent directors have been dismissed, the Company shall convene an extraordinary shareholders meeting to hold a by-election within 60 days from the date on which the situation arose.
Article 5: The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
In the election of directors of the Company, shareholders may choose to exercise their voting rights by electronic or on-site voting.
Shareholders in the preceding paragraph who exercise their voting rights by electronic voting shall do so through the electronic voting platform designated by the Company.
Article 6: The board of directors shall prepare ballots equal to the number of directors to be elected, add their weights, and distribute them to shareholders present at the shareholders meeting. However, ballots shall not be issued to shareholders who exercise their voting rights electronically. The name of the elector may be replaced by the attendance card number printed on the voting paper.
Article 7: 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 chairman drawing lots on behalf of any person not
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in attendance.
The preceding number of voting rights shall be calculated by adding the number of voting rights cast at the shareholder meeting to the number of electronic voting rights.
The preceding e-voting results shall be confirmed by an institution that complies with Article 44-6 of the Regulations Governing the Administration of Shareholder Services to confirm the shareholders' identities and voting rights before the shareholders meeting and complete the statistical verification.
Article 8: The following relationships may not exist among more than half of the Company's directors:
(1) Spouse
(2) Relative within the second degrees of kinship
When the Company convenes a shareholders meeting for the election of directors and the original selectees do not meet the conditions of the preceding paragraphs, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
If a person already acting as a director in violation of paragraph 1, shall be dismissed:
Article 9: For on-the-spot voting at the shareholders meeting, the chairman shall appoint several persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10: The shareholders meeting votes on site, and a ballot is invalid under any of the following circumstances:
(1) The ballot was not prepared by a person with the right to convene.
(2) A blank ballot is placed in the ballot box.
(3) The writing is unclear and indecipherable or has been altered.
(4) The candidate whose name is entered in the ballot does not conform to the director candidate list.
(5) Other words or marks are entered in addition to the number of voting rights allotted.
Article 11: The votes exercised in writing or electronically shall be totaled on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots on-the-spot and for election information shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one
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year. However, if the case involves a lawsuit under Article 189 of the Company Act, the materials shall be retained until the end of the lawsuit.
Article 12: The board of directors of the Company shall issue notifications to the persons elected as directors.
Article 13: Any issues not covered in these Procedures shall be governed by the Company Act, Securities and Exchange Act, and relevant laws and regulations.
Article 14: These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Appendix 4
Copartner Technology Corp. Directors' Shareholding Ratio Disclosure
Base date: April 18, 2026
- The minimum number of shares that must be held by all directors and a detailed number of shares held by the shareholders in the register
| Title | Shares that must be held | Percentage that must be held | Number of shares recorded in the shareholder register | Percentage held |
|---|---|---|---|---|
| Director | 8,604,000 | 8 % | 18,318,574 | 17.03% |
- Details of the number of shares held by directors
| Title | Name | Number of shares held | Shareholding ratio (%) |
|---|---|---|---|
| Chairman | Ho, Chun-Hsien | 4,526,918 | 4.21% |
| Director | Wang, Shih-Tsung | 4,691,337 | 4.36% |
| Director | Chen, Hung-Yao | 3,506,988 | 3.26% |
| Director | Cheng, Chin-Hung | 5,593,331 | 5.20% |
| Independent director | Wu, Li-Ching | 0 | 0.00% |
| Independent director | Hsu, Yung-Chen | 0 | 0.00% |
| Independent director | Huang, Shih-Yi | 0 | 0.00% |
| Subtotal | 18,318,574 | 17.03% |
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