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COXOC — Proxy Solicitation & Information Statement 2026
May 28, 2026
52530_rns_2026-05-28_f0df01e3-f383-4614-857c-c89a21a9a65a.pdf
Proxy Solicitation & Information Statement
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Stock code: 6205

Chant Sincere Co., Ltd.
2026 General Shareholders’ Meeting
Conference Handbook
Time: 9 am, MAY 28 (Thursday), 2026
Venue: R2, Building C, World Economic and Trade Building, No. 196, Sec. 3, Datong Rd., Xizhi Dist., New Taipei City
Method: Physical meeting
This English version is only a translation of the Chinese version. If there is any inconsistency or discrepancy between the Chinese and English versions, the Chinese version shall prevail for all intents and purposes.
Table of Contents
One. Meeting Proceeding 1
Two. Meeting Agenda 2
I. Report Items 4
II. Recognition Items 7
III. Discussions 9
IV. Election 13
V. Other motions 16
VI. Special motions 17
VII. Adjournment 17
Three. Attachments
I. Business report 18
II. Audit Committee’s Review Report 23
III. Table of Remuneration for Employees and Directors 24
IV. Regulations Governing the Transfer of Repurchased Shares to Employees 25
V. Independent Auditor’s Report and Financial Statements for 2025 28
VI. Earning Distribution Table for 2025 48
VII. Comparison of the Articles of the “Regulations Governing the Acquisition and Disposal of Asset” Before and After Amendment 49
VIII. Comparison of the Articles of the “Rules for Election of Directors” Before and After Amendment 55
Four. Appendices
I. Articles of Association 58
II. Shareholder Meeting Conference Rules 63
III. Rules for Election of Directors (Before Amendment) 73
IV. Directors’ Shareholding 75
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Chant Sincere Co., Ltd.
Proceeding of 2026 General Shareholders’ Meeting
(I) Call the meeting to order (report the number of shares present)
(II) Chairman’s Address
(III) Report Items
(IV) Acknowledgments
(V) Discussions
(VI) Election
(VII) Other motions
(VIII) Special motions
(IX) Adjournment
Chant Sincere Co., Ltd.
Proceeding of 2026 General Shareholders' Meeting
Time: 9 am, MAY 28 (Thursday), 2026
Venue: R2, Building C, World Economic and Trade Building, No. 196, Sec. 3,
Datong Rd., Xizhi Dist., New Taipei City
Method: Physical meeting
I. Report on the number of shares present, and call the meeting to order
II. Chairman’s Address
III. Reports.
(I) 2025 business report of the Company.
(II) Audit Committee’s review report of the Company’s 2025 final accounts.
(III) Report on the distribution of 2025 employees’ and directors’ remuneration.
(IV) Report on the issuance of private placement securities.
(V) Stock repurchase report.
(VI) Revision of the Company’s “Regulations Governing the Transfer of Repurchased Shares to Employees”.
IV. Acknowledgments
(I) Recognition of the Company’s 2025 business report and financial statements.
(II) Recognition of the Company’s 2025 earnings distribution.
V. Discussions
(I) Proposal on private placement of ordinary shares and/or unsecured convertible corporate bonds.
(II) Amendments to the Company’s “Regulations Governing the Acquisition and Disposal of Asset”.
(III) Amendments to the Company’s “Rules for Election of Directors”.
VI. Election
(I) Election of the Company’s directors.
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VII. Other motions
(I) Lifting of the non-competition restriction on the Company's directors.
VIII. Special motions
IX. Adjournment
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Reporting items
Case 1
Summary: The Company’s 2025 business report; please review.
Description: Please refer to Attachment 1 (pages 18 to 22 of the meeting handbook) for the business report.
Case 2
Summary: 2025 Audit Committee’s Review Report; please review.
Description: Please refer to Attachment 2 (page 23 of the meeting handbook) for the Audit Committee’s audit report.
Case 3
Summary: Distribution of employees’ and directors’ remuneration for 2025; please review.
Description:
I. According to Article 20-1 of the Articles of Association of the Company, the Company shall allocate 2% to 15% of the annual pre-tax net profit before the debit of employees’ remuneration and directors’ remuneration as employees’ remuneration, and no more than 2% as director’s remuneration. However, profits must first be taken to offset cumulative losses, if any. The proposal shall be reported to the shareholders’ meeting.
II. In accordance with Article 20-1 of the Articles of Association of the Company, NT$8,813,719 will be allocated as employees’ remuneration and NT$2,092,566 as directors’ remuneration.
III. The above-mentioned employees’ remuneration and directors’ remuneration are to be paid in cash.
IV. Please refer to Attachment 3 (page 24 of the meeting handbook) for the table of employees’ and directors’ remuneration.
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Case 4
Summary: Report on the uncompleted private placement of securities as resolved at the 2025 annual general meeting, submitted for review.
Description: I. It was resolved at the Company's annual general meeting held on May 28, 2025 to authorize the Board of Directors to issue ordinary shares up to 20 million shares through either private placement alone or in combination with other methods, or handle domestic convertible corporate bonds by private placement, with no more than 3 fundraisers a year from the date of the resolution of the shareholders' meeting. The expiration date is May 27, 2026.
II. However, considering the deadline is approaching and completion before it expires is not feasible, the Board of Directors resolved on March 4, 2026, to discontinue processing the private placement within the remaining time frame.
Case 5
Summary: Stock repurchase report.
Description: I. To be processed in accordance with Article 28-2 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies.
II. Repurchase of the Company’s shares is as follows:
| Repurchase term | 7th time |
|---|---|
| Purpose of Repurchase | Share transfer to employees |
| Repurchase period | 2025/04/14 - 2025/06/13 |
| Repurchase price range | NT$31.50 - 80.00 |
| Type and quantity of shares repurchased | 1,500,000 common shares |
| Amount of shares repurchased | NT$73,277,805 |
| Ratio of repurchased quantity to planned quantity (%) | 50% |
| Quantity of canceled and transferred shares | 0 shares |
| Cumulative number of shares held in the Company | 1,500,000 shares |
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| Cumulative number of shares held in the Company as a percentage of the total issued share capital (%) | 1.82% |
|---|---|
Case 6
Summary: Amendment to the “Regulations Governing the Transfer of Repurchased Shares to Employees” of the Company; please review.
Description: I. In accordance with the letter dated August 15, 2022 referenced Jin-Guan-Zheng-Fa-Zi No. 1110383426; the contents of the amended articles are as follows:
II. Please refer to Attachment 4 (pages 25 to 27 of the meeting handbook) for the amended Code.
Acknowledgments
Motion 1
Proposal by the board of directors
Summary: The Company’s 2025 business report, financial statements and consolidated financial statements; please recognize.
Description:
I. The Company’s 2025 business report, financial statements and consolidated financial statements have been approved by the board meeting, and the financial statements have been audited by CPAs Yan-Na Li and Ya-Huei Cheng of PWC Taiwan. The business report and financial statements above have been sent to the Audit Committee for audit, and an audit report is issued accordingly.
II. Please refer to Attachments 1 and 5 (pages 18 to 22 and 28 to 47 of the meeting handbook) for the business report and the financial statements; please recognize.
Resolution:
Motion 2
Proposal by the board of directors
Summary: 2025 earnings distribution; please recognize.
Description:
I. According to the Articles of Association of the Company, the net profit after tax in 2025 was NT$162,361,478, the accumulated undistributed earnings of previous years was NT$698,071,555, and the adjusted amount of retained earnings in 2025 was NT$3,807,035; a legal reserve of NT$16,616,851 is set aside, and a cash dividend of NT$1.5 per share for ordinary shares is to be distributed, totaling NT$121,103,861. The balance of NT$726,519,356 is reserved for distribution in the next year.
II. In the distribution proposal above, if there is a change in the number of shares outstanding and therefore a change in the dividend ratio before the ex-dividend date due to the convertible corporate bond creditors’ exercise of the conversion rights, buyback of the Company’s shares, transfer, conversion and cancellation of the treasury shares or other circumstances, it is proposed to request the
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shareholders' meeting to authorize the Chairman to take full charge of the matter and make the adjustment.
III. The amount of cash dividend less than NT$1 will be included in other income of the Company.
IV. Please refer to Attachment 6 (page 48 of the meeting handbook) for the earnings distribution table; please recognize.
Resolution:
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Discussions
Motion 1
Proposal by the board of directors
Summary: The proposal on private placement of ordinary shares and/or unsecured convertible corporate bonds. ; please discuss.
Description:
I. In response to the capital required for future development, investments or the enrichment in working capital, the Company plans to request the shareholders' meeting to authorize the board of directors to authorize the board of directors at an appropriate time in accordance with the provisions of Article 43-6 of the Securities and Exchange Act. It is expected that the number of private placement shares will no more than 20,000,000 ordinary shares. Choose one or use a combination of private placement to issue common shares, or private placement to handle domestic convertible corporate bonds.
II. According to Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities," the descriptions are as follows:
(I) The basis and reasonableness of the private placement pricing
- The price per share of private placement ordinary shares shall be no less than 80% of the reference price. The reference price shall be the higher of the following two calculations:
(1) The simple average closing price of the ordinary shares for either one, three or five business day(s) before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
(2) The simple average closing price of the ordinary shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
- Private convertible corporate bonds:
(1) Denomination: NT$100,000 or its multiples.
(2) Issuance period: not more than seven years from the issuance date.
(3) Coupon interest rate: authorize the board of directors to make decisions based on market conditions.
(4) The issue price of private placement convertible corporate bonds may not be below 80% of the theoretical price. The theoretical price will be determined with the valuation model selected that covers and takes into consideration at the
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sametime various rights included in the issuance criteria. The conversion price was determined by calculating the simple arithmetic average of the closing price of the ordinary shares for one, three or five business days prior to the pricedetermination date, less the ex-rights and dividends of stock dividends, and adding back the anti-ex-rights of the capital reduction, or the simple arithmetic average of the closing price of the ordinary shares for 30 business days prior to the price determination date, less the ex-rights and dividends of stock dividends, and adding back the anti-ex-rights of the capital reduction. It shall be the higher of the two calculations and the price shall not be less than 80% of the reference price.
- The reasonableness of the private placement pricing: The Company intends to authorize the Board to determine the actual issuance price that is not lower than the ratio resolved by the shareholders' meeting based on the regulatory requirements, subject to the subsequent negotiations with specific persons, market conditions and the prospect of the Company. The basis of the establishment of the private placement price above complies with the regulatory requirements of the competent authority; meanwhile, considering that the transfer point of time, targets and quantity of the securities under the private placement are strictly restricted, the prohibition for listing within three years, the unfavorable liquidity and other factors, the establishment of the ratio of the private placement price shall be reasonable.
(II) The method for selecting the specific persons
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The targets of fundraising through the issuance of securities are limited to specific persons stated in Article 43-6 of the Securities and Exchange Act, pursuant to Letter Jin-Guan-Zheng-Fa No. 11203832209 issued by the Financial Supervisory Commission on September 12, 2023.
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If the places are strategic investors: The Company will select operators, either individuals or corporations, who have the considerable understandings of the Company's operations that are beneficial to the future of the Company to assist the Company in improving its technologies and quality, reducing costs, and increasing its efficacy through their own experiences, technologies, brands or channels. To optimize the Company's financial structure and reinforce its solvency, the introduction of capital from places may improve the overall financial nature of the Company; furthermore, the participation of places reduces the immense capital costs, improves the financial structure of the
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Company, and minimizes the operating risks. The Company intends to authorize the Board to review the relevant qualifications of strategic investors.
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If places are insiders or related parties of the Company: Not applicable.
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There is no confirmed place at present; the Company intends to authorize the Board to determine the confirmed places.
(III) The reasons for the necessity of conducting the private placement
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The reasons for not adopting a public offering: Considering the timeliness, convenience and issuance costs for fundraising, the Company intends to perform the capital increase in cash by way of private placement.
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Usage of proceeds from the private placement of securities and the estimated effects to be achieved: The Company intends to authorize the Board to carry out the placement in no more than three batches within one year from the day on which the shareholders' meeting made the resolution. Proceeds from each batch of the private placement are used to enrich our working capital, reinvestments, or other capital requirements, in response to future development to achieve the effects of capital cost reduction, competitiveness reinforcement, and operating efficacy improvement.
III. The rights and obligations of securities under the private placement are equivalent to the issued shares, and such shares shall not be transferred within three years from the delivery date, except for transferring counterparties stated in Article 43-8 of the Securities and Exchange Act; after three years from the delivery date, the Company intends to propose to the shareholders' meeting to authorize the Board to apply for the listing of the securities under the private placement for trading with the competent authority according to the relevant laws and regulations.
IV. Regarding the major content of the private placement plan, except for the ratio of private placement price, if there is any amendment to the issuance price, number of shares, issuance condition, plan items, the progress of fund utilization, expected effects and other unaddressed matters due to the competent authority or the changes in the objective environmental factors, the Company intends to propose to the shareholders' meeting to authorize the Board to make arrangements at its full discretion according to the relevant requirements.
V. For the details of matters to be disclosed for the proposal for the private placement of securities of the Company according to Article 43-6 of the Securities and Exchange Act, please refer to MOPS (http://mops.twse.com.tw/) and select the Investment Section/Private
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Placement Section/Market: TWSE-listed/stock code: 6205, or the Company's website (https://www.coxoc.com.tw/); the proposal is submitted for discussion.
Motion 2
Proposal by the board of directors
Summary: Amendment to the Company's “Regulations Governing the Acquisition and Disposal of Asset”; please discuss.
Description: Pursuant to amendments made by the Financial Supervisory Commission on July 24, 2025 (Jin-Guan-Zheng-Fa No. 1140383333) and in accordance with current operating procedures, the content of certain articles has been amended. Please refer to Attachment 7 (pages 49 to 54 of the meeting handbook) for a comparison table of the amended articles for discussion.
Resolution:
Motion 3
Proposal by the board of directors
Summary: Amendment to the Company's “Rules for Election of Directors”; please discuss.
Description: In response to the full adoption of a candidate nomination system of the Company’s Board of Directors, and following the Taiwan Stock Exchange’s announcement of amendments to the “Procedure for Election of Directors of OO Co., Ltd. on June 3, 2020 (Tai-Zheng-Zhi-Li-Zi No. 1090009468), the content of certain articles of the Company’s “Procedures for Director Election” has been amended. Please refer to Attachment 8 (pages 55 to 57 of the meeting handbook) for a comparison table of the amended articles for discussion.
Resolution:
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Election
Proposal by the board of directors
Summary: Election of the Company’s directors.
Description: I. The term of office of the current directors of the Company expires on June 13, 2026; it is proposed to submit a proposal to the 2026 general shareholders' meeting to elect nine directors (including four independent directors) in accordance with the Company's Articles of Association.
II. The new director shall take office on the date of election, with a term of office from May 28, 2026 to May 27, 2029.
III. The candidate nomination system is adopted for the election of directors of the Company. The list of director candidates nominated by shareholders after the board meeting’s review is listed below for resolution.
IV. Miss Ming-Lei Chang, independent director candidate, has served as an independent director of the Company for three consecutive terms. Over the years, she has continuously provided important advice and supervisory opinions to the Company's operations and management. Considering that Miss Ming-Lei Chang has the qualification of an accounting professor and accountant, and has work experience in the field of financial accounting, she can provide professional experience and supervise the operation of the board of directors. Therefore, in this election, we shall continue to nominate her as an independent director of the Company.
V. the list of director candidates is proposed as follows:
| Nominee category | Nominee name | Education level | Experience | Current employment | Shareholding |
|---|---|---|---|---|---|
| Director | Lien-Hsi Wu | Mechanical Engineering Department, Jui-Fang Industrial High School | President, Chant Sincere Co., Ltd | 1. Chairman and President, Chant Sincere Co., Ltd. | |
| 2. Director, Axmoo Investment Co., Ltd. | |||||
| 3. Director, A&H Electronics Company (BVI) Ltd. | |||||
| 4. Director, Chant Sincere Technology Co., Ltd. | 4,381,577 |
| Nominee category | Nominee name | Education level | Experience | Current employment | Sharehold ing |
|---|---|---|---|---|---|
| 5.Director of Kunshan Chant Sincere Electronics Ltd. | |||||
| 6.Director, Dongguan Quanrong Electronics Co., Ltd. | |||||
| Director | Ting-Ting Shih | Lukang Junior High School | Special Assistant to the Chairman, Chant Sincere Co., Ltd. | 1.Vice Chairman, Chant Sincere Co., Ltd. | |
| 2.Chairman, Hsianghehsing Investment Co., Ltd. | |||||
| 3.Director, CHANT SINCERE (THAILAND) CO.,LTD. | 1,368,054 | ||||
| Director | Wu-Hsiung Chen | Department of Mechanical Engineering, United Industrial Technical College | President, Yuheng Informaation Co., Ltd. | 1.Vice President, Chant Sincere Co. Ltd. | |
| 2.Director, Dongguan Quanrong Electronics Co., Ltd. | |||||
| 3. Director,CHANT SINCERE (THAILAND) CO.,LTD. | 1,173,194 | ||||
| Director | Chia-Hsiang Wu | Master of Management, St. Leo University, Australia | Special Assistant to the Chairman, Chant Sincere Co., Ltd. | 1.Chairman, David Electronics Company Ltd. | |
| 2.Director, Hsianghehsing Investment Co., Ltd. | 1,681,380 | ||||
| Director | Chun-Wei Wu | Department of Mechanical Engineering, Datong University | Manager, Marketing Department, Chant Sincere Co., Ltd. | 1.Senior Manager, Marketing Department, Chant Sincere Co., Ltd. | |
| 2.Director, Min Chang Investment Co., Ltd. | |||||
| 3. Director, CHANT SINCERE (THAILAND) CO.,LTD. | 2,317,774 | ||||
| Independent director | Ming-Lei Chang | Ph.D. in Accounting, National Taiwan University | Associate Professor, Accounting Group, School of Management, Yuan Ze University | 1. Dean of the College of Business, Chung Yuan Christian University | |
| 2.Director, of Taiwan Cooperative Bank | |||||
| 3.Independent Director, Bausen Inc | |||||
| 4.Independent Director, Yulon Motor Co.,Ltd | 0 | ||||
| Independent director | Yin-Tien Wang | Ph.D. in Mechanical Engineering, University of Pennsylvania, USA | Department of Mechanical and Mechatronic Engineering, Tamkang University | 1.Professor of the Department of Artificial Intelligence, Tamkang University, and Director of the Intelligent Manufacturing Center | |
| 2.Independent Director, | 0 |
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| Nominee category | Nominee name | Education level | Experience | Current employment | Sharehold ing |
|---|---|---|---|---|---|
| Innodisk Corporation | |||||
| Independent director | Chang-Lin Chan | Ph.D. in Business Administration, Nation University of USA | 1.President, AIM (Samoa) Co., Ltd. Taiwan Branch 2.Vice President, Guedeng Precision Industrial Co., Ltd. | President, Advanced Innovation Management Co., Ltd. | 0 |
| Independent director | Chao-Ming Fu | Ph.D. in Physics KU Leuven, Belgium | Professor ,Department of Physics, National Taiwan University | 1.Dean and Chair Professor, College of Semiconductor Industry, Chung Yuan Christian University 2.Adjunct Professor/Visiting Researcher, Department of Physics & Ocean Center, National Taiwan University | 0 |
IV. Please proceed to elect
Voting Results:
Other motions
Proposal by the board of directors
Summary: Lifting of the non-competition restriction on the Company's directors; please review.
Description: In accordance with Article 209 of the Company Act, "a director's conduct for him/herself or others is within the business scope of the company, and the important content of his/her conduct shall be explained to the shareholders' meeting, and its permission shall be obtained". Therefore, it is proposed to lift the non-competition restriction on the Company's new directors; please make a decision.
| Nominee category | Nominee name | Concurrent positions at other companies |
|---|---|---|
| Director | Lien-Hsi Wu | 1.Director, Axmoo Investment Co., Ltd.2.Director,A&H Electronics Company(BVI)Ltd.3.Director, Chant Sincere Technology Co., Ltd.4.Director of Kunshan Chant Sincere Electronics Ltd.5.Director, Dongguan Quanrong Electronics Co., Ltd. |
| Director | Ting-Ting Shih | 1.Chairman, Hsianghehsing Investment Co., Ltd.2.Director, CHANT SINCERE (THAILAND) CO.,LTD. |
| Director | Wu-Hsiung Chen | 1.Director, Dongguan Quanrong Electronics Co., Ltd.2.Director, CHANT SINCERE (THAILAND) CO.,LTD. |
| Director | Chia-Hsiang Wu | 1.Chairman, David Electronics Company Ltd.2.Director, Hsianghehsing Investment Co., Ltd. |
| Director | Chun-Wei Wu | 1.Director, Min Chang Investment Co., Ltd.2.Director, CHANT SINCERE (THAILAND) CO.,LTD. |
| Independent director | Ming-Lei Chang | 1.Independent Director,Bausen Inc2.Independent Director, Yulon Motor Co.,Ltd |
| Independent director | Yin-Tien Wang | Independent Director, Innodisk Corporation |
| Independent director | Chang-Lin Chan | President, Advanced Innovation Management Co., Ltd. |
Resolution:
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Extraordinary motions
Adjournment
Attachment I
Business Report
Ladies and gentlemen:
The 2025 operation results and overview of the 2026 business plan of Chant Sincere Co., Ltd. are reported as follows:
I. 2025 Operation Results
- Business Plan Implementation Results:
The consolidated revenue in 2025 was NT$1,364,041 thousand, an decrease of 3% over that in 2024; the net profit after tax was NT$162,529 thousand, an decrease of 25% over that in 2024. the after tax earnings per share was NT$2.00.
Unit: NT$ thousand
| Item | 2025 | 2024 | Growth Rate (%) |
|---|---|---|---|
| Operating revenue | 1,364,041 | 1,406,550 | -3% |
| Gross profit | 544,463 | 586,442 | -7% |
| Operating profit | 166,710 | 157,619 | 6% |
| Non-operating income and expenses | 45,388 | 113,882 | -60% |
| Net profit before tax | 212,098 | 271,501 | -22% |
| Profit after tax | 162,529 | 217,894 | -25% |
| Earnings per share (NT$) | 2.00 | 2.65 | -25% |
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Budget implementation: The Company has not announced financial forecasts.
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Revenues, expenses and profitability analysis:
Unit: NT$ thousand
| Item | 2025 | 2024 | |
|---|---|---|---|
| Net cash inflow from operating activities | 296,944 | 245,039 | |
| Net cash inflow (outflow) from investment activities | (224,285) | (411,594) | |
| Net cash inflow (outflow) from financing activities | (224,734) | (146,950) | |
| Return on assets (%) | 4.28 | 5.80 | |
| Return on equity (%) | 6.17 | 8.43 | |
| As a percentage of paid-in capital | Operating profit | 20.27 | 19.17 |
| Net profit before tax | 25,79 | 33.01 |
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| Net profit margin (%) | 11.92 | 15.49 |
|---|---|---|
The net cash inflow from operating activities for 2025 was NT$296,944 thousand, an increase of NT$51,905 thousand from 2024, primarily due to a rise in accounts payable and a decrease in income tax payments during the year. The net cash outflow from investment activities was NT$224,285 thousand, primarily due to the acquisition of financial assets measured at fair value through other comprehensive income amounting to NT$305,143 thousand. The net cash outflow from financing activities was NT$224,734 thousand, mainly due to the distribution of cash dividends of NT$131,577 thousand. All other profitability indicators decreased from 2024 levels, primarily due to a decline in revenue and reduced non-operating income in 2025.
- Research and Development Overview:
(1) Research and development expenses in the last three years:
Unit: NT$ thousand
| Item | 2025 | 2024 | 2023 |
|---|---|---|---|
| Research and development expenses | 67,249 | 56,528 | 52,349 |
| Net operating revenue | 1,364,041 | 1,406,550 | 1,375,343 |
| % of operating revenue | 4.93 | 4.02 | 3.81 |
(2) Short-term plan:
A. Actively improve R&D technologies, including Connector, Cable, Adapter, Dongle and Reader.
B. Research and develop high-speed and high-frequency transmission related connector products.
C. Research and develop waterproof connectors (USB series, M12, FAKRA, Mini FAKRA $\cdot$ HMTD-N)
D. Research and develop servers, switches, storage devices and various industrial connectors (Mini SAS, Slim SAS,OSFP, PCIE, U.2, SFP DD, QSFP DD and HS BTB).
E. Research and develop various automotive connectors (USB series, Type-C, FAKRA, HSD, MINI FAKRA, HMTD-N (automotive ethernet) and power connectors).
(3) Long-term plan:
A. Products: The four major axes of ADAS, Cloud Center, AI Robotics and IPC.
B. Technology:
(a) Improve structural design and high-frequency simulation capabilities.
(b) Purchase additional reliability equipment to strengthen verification capabilities.
(c) Continuously improve automation equipment.
(d) Product automatic detection capability.
II. 2026 Business Plan Overview and Prospect
- Operating Guidelines
(1) Over the past decade, the Company has gradually transitioned from a manufacturer of connectors and wire harnesses for the highly competitive consumer market into a key player in niche markets, including Advanced Driver Assistance Systems (ADAS), high-speed network communications, industrial computers, smart mobility, and
high-speed transmission. The Company continues to deepen its expertise and is committed to becoming a strategic partner for international automotive brands, smart mobility devices, and high-speed transmission equipment.
(2) We actively enhance the technical capabilities of the R&D team, and expand the application of automated production equipment and smart factory management systems to improve production management efficiency, quality stability and customer satisfaction, and continuously enhance the Company's core values and competitive advantages.
(3) We believe that talents are the Company's most important and precious assets, and therefore spare no effort in nurturing and training professionals in various fields, especially the advance deployment of high-speed and high-frequency talents, advanced product design talents, automated machine development talents, production and supply chain management talents, quality system management talents, sales teams for European and US markets, information system development talents, and management-related talents
- Sales Volume Forecast and the Basis
The Company has not announced financial forecasts, so it does not explain the expected sales figures and their basis.
- Key Production/Sales Policies
(1) Production: We continuously upgrade our automated production to enhance product competitiveness and establish and develop excellent supply chain partners to reach a consensus on cooperation with us on environmental awareness, customer satisfaction and quality. Our production is mainly order-based. Safety stocks are kept under control at all times to improve operating efficiency.
(2) Sales: In the past, our business model was mainly sales to Taiwanese OEMs and distributors in various countries. In recent years, our sales have expanded to European tier 1 manufacturers and US manufacturers. Notably, in the Advanced Driver Assistance Systems (ADAS) sector, the significant increase in the number of customers has further enhanced Chant Sincere's visibility and brand recognition within the global automotive components supply chain.
III. Strategies of Future Development
- Industry:
(a) Over the next 10 years, the automotive market will continue to see an increase in the penetration of intelligent driving and Advanced Driver Assistance Systems (ADAS). Chant Sincere began its forward-looking deployment in this sector a decade ago, actively developing a comprehensive range of related connectors and wire harness products. Our ultimate goal is to become a strategic partner for leading European and U.S. automakers. Moving forward, we will align with our established plans and steadily progress toward our strategic objectives.
(b) Building on the foundation of intelligent driving, high-speed network communication transmission equipment and Industrial IoT (IIoT) computing devices are essential core hardware. At the same time, smart mobility is emerging as another key application field, encompassing autonomous guided vehicles (AGVs), drones, and collaborative robots (Cobots), all of which represent cutting-edge technologies shaping the future of mobility.
(c) Whether it is high-speed, high-volume data processing and transmission required for the former or the reliance on multiple sensors enabling precise positioning and intelligent mobility for the latter, these industries heavily depend on signal transmission connectors
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and wire harness products. Chant Sincere is actively embracing the next golden decade, continuing to deepen its expertise and expand its market presence.
- R&D:
(a) Talent Development (High-Frequency Simulation Talents, Mechanical and Electronic Design Talents, Thermal Solutions Talents, Mold Development and Design Talents, Automated Machinery Development and Integration Talents).
(b) Improve structural design and high-frequency simulation capabilities.
(c) Purchase additional reliability equipment to strengthen verification capabilities.
(d) Continuously improve automation equipment.
(e) Product automatic detection capability.
- Production: Focus on introducing production automation and successively purchase high-end testing equipment for self-verification of high-speed and high-frequency products, and gradually move the main production back to Taiwan.
IV. Impact of external competition environment, legal environment and overall business environment
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Looking back on 2025, the global industrial landscape continued to evolve in a highly uncertain environment, and it marked a pivotal year for generative AI as it rapidly transitioned from concept to large-scale implementation. With the continuous expansion of high-performance computing (HPC) and AI infrastructure, demand is growing significantly for next-generation accelerated computing platforms and the construction of cloud data centers. Generative AI has become fully integrated into diverse applications such as corporate operations, manufacturing process optimization, product research and development, education and training, and healthcare. Organizations across industries are continuing to invest heavily in AI technology adoption and digital transformation to enhance operational efficiency, lower costs, and generate new value, fueling steady growth in demand for advanced connectivity technologies and system integration.
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In terms of global trade and geopolitics, the trend of international supply chain restructuring continued to deepen in 2025. Due to adjustments in the trade policies of major economies, shifts in regional economic cooperation models, and concerns about industrial security, the Asian supply chain structure is undergoing significant shifts and decentralization. Demand in some markets is showing signs of correction. However, investment momentum remains relatively strong in Southeast Asia and other emerging manufacturing hubs, boosting regional manufacturing, exports, and infrastructure demand. Overall, the global economy continues to be affected by the interplay of inflation, interest rate policies, and economic cycles. The Company is responding cautiously to market volatility and strengthening its operational resilience and supply chain flexibility.
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In 2025, the Company continued to strengthen its product technology development and expand into new application areas, with a clear focus on mid- to long-term growth opportunities. The Company focuses on high-tech, high value-added fields such as automotive, industrial computers (IPC), networking, fiber optics, and waterproof connectors (wires). Moreover, the Company has successfully entered the international automotive supply chain and obtained multiple VDA 6.3 certifications, strengthening its market position in automotive signal and power transmission connectors and wire harnesses. As the proportion of shipments for industrial computers and networking products gradually increases, the Company's overall product mix is shifting towards higher-margin, higher-technology products, effectively improving profitability and enhancing long-term competitiveness.
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In terms of legal compliance and corporate governance, the Company constantly strengthened its internal control and risk management mechanisms in 2025. The Company
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has established comprehensive compliance procedures and operating systems to ensure all business operations adhere to relevant laws, regulations, and industry standards. At the same time, the Company also actively promotes corporate governance and sustainable development policies, encompassing operational transparency, environmental protection, employee well-being, and stakeholder engagement. Through a robust governance framework and long-term development strategy, the Company is committed to creating sustained and stable long-term value for shareholders and achieving sustainable business operations.
Chairman: Lien-Hsi Wu
Manager: Lien-Hsi Wu
Accounting Supervisor: Mei-Hui Liao
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Attachment II
Chant Sincere Co., Ltd.
Audit Committee’s Audit Report
We have reviewed the Company’s 2025 business report, financial statements (including consolidated and individual financial statements), and earnings distribution proposal prepared by the board of directors. The financial statements have been audited by CPAs Yan-Na Li and Ya-Huei Cheng of PWC Taiwan, and an independent auditor’s report was issued accordingly. The aforementioned business report, financial statements and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members. We hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.
To
The 2026 general shareholders’ meeting of the Company
Chant Sincere Co., Ltd.
Audit Committee convener: Ming-Lei Chang
March 04, 2026
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Attachment III
Chant Sincere Co., Ltd.
The table of employees’ and directors’ remuneration 2025
| Net profit before tax
(before distribution) | Unit: NT$ | 205,409,779 |
| --- | --- | --- |
| Employee remuneration | 4.29% | 8,813,719 |
| Director remuneration | 1.02% | 2,092,566 |
| Total proposed distribution | | 10,906,285 |
Note: According to Articles of Association, employee remuneration allocation is 2% to 15% of the current pre-tax net profit before deducting employee remuneration and director remuneration, and director remuneration is no more than 2%. And no less than 5% of the aforementioned total employees’ remuneration shall be allocated to entry level employees.
Chairman: Lien-Hsi Wu
Manager: Lien-Hsi Wu
Accounting Supervisor: Mei-Hui Liao
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Attachment IV
Chant Sincere Co., Ltd.
Regulations Governing the Transfer of Repurchased Shares to Employees
Formulated in April 11, 2025
Article 1 Legal basis and purpose
In order to motivate employees and enhance their loyalty, the Company has formulated the its Procedures for Employee Stock Repurchase and Transfer in accordance with Subparagraph 1, Paragraph 1, Article 28-2 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies published by the Financial Supervisory Commission. Unless otherwise required by applicable laws and regulations, the transfer of repurchased shares to employees shall be handled in accordance with these Procedures.
Article 2 Type of shares being transferred, nature of rights, and limitations on those rights
The shares transferred to employees are common shares, and their rights and obligations are identical to those of all other outstanding shares stock, except as otherwise stipulated by applicable laws and regulations and these Procedures.
Article 3 Transfer period
The shares repurchased may be transferred to employees in one or more tranches within five years of the repurchase date, as provided in these Procedures.
Article 4 Transferee's qualification
Any full-time employee of the Company who has been employed for more than one year as of the stock option base date, or any full-time employee of the Company or its domestic and overseas subsidiaries who directly or indirectly holds more than 50% of the voting shares of the same investee company and has made special contributions to the Company with chairman approval, are eligible to subscribe for stock options in accordance with the subscription amount stipulated in Article
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5 of these Regulations.
Article 5 Eligibility for transfer
The number of shares employees may subscribe will be determined by the Company based on factors including employee rank, position, years of service, and special contributions to the Company, while also considering the total number of shares repurchased by the Company as of the subscription date and the maximum number of shares any single employee may subscribe. The specific number of shares employees may subscribe to is subject to approval by the Board of Directors. If the subscriber is a manager, the proposal must first be reviewed by the Remuneration Committee and then approved by the Board of Directors; if the subscriber is not a manager, the Audit Committee’s approval must be obtained first, and then approved by the Board of Directors. Employees who do not subscribe by the end of the subscription period will be considered to have waived their rights.
Article 6 Procedure for transferring
The procedure for transferring the repurchased shares to employees:
(I) The Company's shares are repurchased as resolved by the Board of Directors, with the filing and announcement of the repurchase made within the specified period.
(II) The chairman is authorized by the Board of Directors to establish and announce, in accordance with these Procedures, the employee stock subscription reference date, the standard for the number of shares eligible for subscription, the subscription payment period, and the details of the subscription rights.
(III) Share transfer and registration are conducted based on the number of shares actually subscribed and paid for.
Article 7 Agreed transfer price per share
The shares repurchased will be transferred to employees at the actual average repurchase price. However, prior to the transfer, if the number of issued common shares is increased or decreased, the transfer price may be adjusted accordingly.
Transfer price adjustment formula:
Adjusted transfer price = average actual repurchase price per share × (total number of common shares outstanding upon completion of the repurchase / total number of common shares outstanding prior to transferring repurchased shares to employees)
Article 8 Rights and obligations after transfer
After the transfer of the repurchased shares to employees and completion of the registration of transfer, the rights and obligations of the shares shall be the same as those of the common shares, unless otherwise specified.
Article 9 Other matters concerning the rights and obligations of the Company and its employees
The Company shall transfer the repurchased shares to employees only after the relevant taxes have been paid in accordance with the law.
Article 10 Others
These Procedures shall take effect upon resolution by the Board of Directors and may be amended by resolution of the Board of Directors.
These Procedures shall be reported to the shareholders' meeting, and the same shall apply to any amendments.
These Procedures were established on November 8, 2007. First amendment was made on November 13, 2009; second amendment was made on December 30, 2009; third amendment was made on July 8, 2020; fourth amendment was made on August 6, 2020; and fifth amendment was made on April 11, 2025.
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Attachment V
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of CHANT SINCERE CO., LTD
Opinion
We have audited the accompanying parent company only balance sheets of CHANT SINCERE CO., LTD. (the "Company") as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only 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, the parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the 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 Company's 2025 parent company only financial statements. 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, we do not provide a separate opinion on these matters.
Key audit matters for the Company's 2025 parent company only financial statements are stated as follows:
Valuation of inventory
Description
Refer to Notes 4(12), 5(2) and 6(5) for a description of accounting policy on inventory valuation, accounting estimates and assumptions in relation to inventory and details of loss allowance.
The Company is mainly engaged in manufacturing and selling connectors and cable wires. Due to rapid technological innovations and fluctuations in market demand, there is a higher risk of inventory obsolescence. As inventories are stated at the lower of cost and net realisable value, the determination of net realisable value of inventories is subject to subjective judgment and uncertainties. Thus, we considered the valuation of inventory as a key audit matter.
As of December 31, 2025, the amount of inventories and allowance for inventory valuation losses were NT$65,353 thousand and NT$6,496 thousand, respectively.
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How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
- Assessed the reasonableness of provision policies on and procedures of allowance for inventory valuation losses, including understanding the operation and nature of the industry, and the historical information of actual clearance of inventory, to judge the reasonableness and consistency of valuation policies on the inventory valuation losses.
- Reviewed the stock count plan and observed the annual stock count event in order to assess the effectiveness of internal controls over obsolete inventory.
- Verified management’s appropriateness of the systematic logic used in the inventory aging report and confirmed whether the information was consistent with its policies.
- Verified whether inventory valuation losses were calculated in accordance with its policies, and ascertained the adequacy of the allowance for inventory valuation losses.
Recognition of export sales revenue
Description
Refer to Note 4(27) for accounting policies on sales revenue recognition.
The Company is mainly engaged in manufacturing and selling connectors and cable wires, which were used in consumer PCs, automobile and communication market. The types of sales include domestic sales, export sales and warehouse sales. Revenue from export sales are recognised based on the terms of the contract. As the determination as to when the control of the products has transferred to customers involves management’s subjective judgment, this may lead to improper revenue recognition. Thus, we considered the recognition of export sales revenue as a key audit matter.
For the year ended December 31, 2025, the net amount of sales revenue was NT$1,069,452 thousand.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
- Obtained an understanding on the effectiveness of internal controls over the timing of revenue recognition.
- Selected samples of export sales transactions and ascertained the consistency of the timing of export revenue recognition with the terms specified in the contracts.
- Selected samples of receivable accounts and sent out confirmations to ascertain existence of export sales revenue.
- Ascertained the reasonableness of revenue recognition timing against supporting documents of revenue from export sales during a certain period before and after the balance sheet date.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
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Auditor’s 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise
professional judgment and professional skepticism throughout the audit. We also:
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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.
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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.
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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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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Li, Yen-Na
Cheng, Ya-Huei
For and on behalf of PricewaterhouseCoopers, Taiwan
March 4, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.
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CHANT SINCERE CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 372,237 | 10 | $ 432,981 | 12 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 46,675 | 1 | 28,718 | 1 |
| 1136 | Financial assets at amortised cost - current | 6(1) | 795,000 | 23 | 564,000 | 16 |
| 1150 | Notes receivable, net | 6(4) | 354 | - | 5,218 | - |
| 1170 | Accounts receivable, net | 6(4) | 200,131 | 6 | 268,451 | 8 |
| 1180 | Accounts receivable due from related parties, net | 6(4) and 7 | 967 | - | 12,300 | - |
| 1200 | Other receivables | 7 | 1,543 | - | 1,238 | - |
| 130X | Inventories | 6(5) | 58,857 | 2 | 66,770 | 2 |
| 1410 | Prepayments | 7 | 24,073 | 1 | 10,197 | - |
| 11XX | Total current assets | 1,499,837 | 43 | 1,389,873 | 39 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 401,913 | 11 | 617,093 | 17 |
| 1550 | Investments accounted for under equity method | 6(6) | 1,082,714 | 31 | 1,035,028 | 29 |
| 1600 | Property, plant and equipment | 6(7) | 493,514 | 14 | 512,874 | 14 |
| 1755 | Right-of-use assets | 6(8) | 7,112 | - | 10,531 | - |
| 1760 | Investment property - net | 6(10) | 17,218 | 1 | 17,452 | 1 |
| 1780 | Intangible assets | 6,877 | - | 3,736 | - | |
| 1840 | Deferred tax assets | 6(22) | 7,493 | - | 14,091 | - |
| 1900 | Other non-current assets | 1,965 | - | 3,861 | - | |
| 15XX | Total non-current assets | 2,018,806 | 57 | 2,214,666 | 61 | |
| 1XXX | Total assets | $ 3,518,643 | 100 | $ 3,604,539 | 100 |
(Continued)
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CHANT SINCERE CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2170 | Accounts payable | $ 78,310 | 3 | $ 89,033 | 3 | |
| 2180 | Accounts payable to related parties | 7 | 4,538 | - | 5,135 | - |
| 2200 | Other payables | 6(11) | 78,636 | 2 | 99,751 | 3 |
| 2230 | Current income tax liabilities | 6(22) | 8,203 | - | 14,030 | - |
| 2250 | Provisions for liabilities - current | 1,500 | - | 2,500 | - | |
| 2280 | Lease liabilities - current | 3,668 | - | 5,007 | - | |
| 2399 | Other current liabilities, others | 4,922 | - | 19,886 | 1 | |
| 21XX | Total current liabilities | 179,777 | 5 | 235,342 | 7 | |
| Non-current liabilities | ||||||
| 2530 | Convertible bonds payable | 6(12) | 681,252 | 19 | 674,631 | 19 |
| 2570 | Deferred tax liabilities | 6(22) | 38,453 | 1 | 34,296 | 1 |
| 2580 | Lease liabilities - non-current | 3,557 | - | 5,648 | - | |
| 2600 | Other non-current liabilities | 6(13) and 7 | 17,866 | 1 | 10,566 | - |
| 25XX | Total non-current liabilities | 741,128 | 21 | 725,141 | 20 | |
| 2XXX | Total Liabilities | 920,905 | 26 | 960,483 | 27 | |
| Equityt | ||||||
| Share capital | 6(14) | |||||
| 3110 | Common stock | 822,359 | 23 | 822,359 | 23 | |
| Capital surplus | 6(15) | |||||
| 3200 | Capital surplus | 483,902 | 14 | 479,767 | 13 | |
| Retained earnings | 6(16) | |||||
| 3310 | Legal reserve | 436,444 | 12 | 413,811 | 11 | |
| 3350 | Unappropriated retained earnings | 864,240 | 25 | 852,282 | 24 | |
| Other equity interest | 6(17) | |||||
| 3400 | Other equity interest | 64,013 | 2 | 75,837 | 2 | |
| 3500 | Treasury shares | 6(14) | (73,220) | (2) | - | - |
| 3XXX | Total equity | 2,597,738 | 74 | 2,644,056 | 73 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| 3X2X | Total liabilities and equity | $ 3,518,643 | 100 | $ 3,604,539 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
CHANT SINCERE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(18) and 7 | $ 1,069,452 | 100 | $ 1,186,428 | 100 |
| 5000 | Operating costs | 6(5)(20)(21) and 7 | (682,887) | (64) | (729,257) | (61) |
| 5900 | Gross profit from operations | 386,565 | 36 | 457,171 | 39 | |
| Operating exp DECEMBER 31, 2025 AND 2024 | 6(20)(21) and 7 | |||||
| 6100 | Selling expenses | (96,029) | (9) | (109,583) | (9) | |
| 6200 | Administrative expenses | (113,683) | (11) | (155,069) | (13) | |
| 6300 | Research and development expenses | (64,555) | (6) | (52,884) | (5) | |
| 6450 | Expected credit loss | 12(2) | (13) | - | (28) | - |
| 6000 | Total operating expenses | (274,280) | (26) | (317,564) | (27) | |
| 6900 | Operating profit | 112,285 | 10 | 139,607 | 12 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest revenue | 22,684 | 2 | 22,121 | 2 | |
| 7010 | Other income | 7 | 8,696 | 1 | 8,465 | 1 |
| 7020 | Other gains and losses | 6(19) and 7 | (19,727) | (2) | 24,876 | 2 |
| 7050 | Finance costs | (17,294) | (1) | (17,201) | (2) | |
| 7070 | Share of (loss)/profit of subsidiaries, associates and joint ventures accounted for under equity method | 6(6) | ||||
| 87,859 | 8 | 80,523 | 7 | |||
| 7000 | Total non-operating income and expenses | 82,218 | 8 | 118,784 | 10 | |
| 7900 | Profit before income tax | 194,503 | 18 | 258,391 | 22 | |
| 7950 | Income tax expense | 6(22) | (32,142) | (3) | (40,474) | (4) |
| 8200 | Profit for the year | $ 162,361 | 15 | $ 217,917 | 18 | |
| Other comprehensive income (net) | ||||||
| Item that will not be reclassified to profit or loss | ||||||
| 8311 | Remeasurements of defined benefit plans | 6(13) | $ (405) | - | $ 2,774 | - |
| 8316 | Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | (29,349) | (3) | 41,954 | 4 |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method | 6(17) | 17,579 | 2 | (10,645) | (1) |
| 8349 | Income tax related to item that will not be reclassified to profit or loss | 6(22) | 81 | - | (555) | - |
| 8310 | Other comprehensive income (net) that will not be reclassified to profit or loss | (12,094) | (1) | 33,528 | 3 | |
| Item that will be reclassified to profit or loss | 6(14) | |||||
| 8361 | Exchange differences on translation of foreign financial statements | 6(17) | 5,030 | - | - | - |
| 8380 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method | 6(17) | 162 | - | 10,863 | 1 |
| 8399 | Income tax related to item that will be reclassified to profit or loss | 6(22) | (1,115) | - | (2,083) | - |
| 8360 | Other comprehensive income that will be reclassified to profit or loss | 4,077 | - | 8,780 | 1 | |
| 8300 | Other comprehensive (loss) income for the year, net of tax | $ (8,017) | (1) | $ 42,308 | 4 | |
| 8500 | Total comprehensive income for the year | $ 154,344 | 14 | $ 260,225 | 22 | |
| Earnings per share (in dollars) | 6(23) | |||||
| 9750 | Basic earnings per share | $ | 2.00 | $ | 2.65 | |
| 9850 | Diluted earnings per share | $ | 1.85 | $ | 2.42 |
The accompanying notes are an integral part of these parent company only financial statements.
CHANT SINCERE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Common stock | Capital Surplus | Capital Surplus | Retained Earnings | Other equity interest | Treasury shares | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital surplus, additional paid-in capital | Capital surplus, treasury share transactions | Capital surplus - difference between proceeds on actual acquisition of or disposal of equity interest in a subsidiary and its carrying amount and changes in the ownership interest | Capital surplus, shares options | Capital surplus, share options | Legal reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | ||||||||
| 2024 | ||||||||||||||||
| Balance at January 1, 2024 | $ 822,359 | $ 442,401 | $ 8,509 | $ 1,824 | $ 164 | $ 26,827 | $ 393,045 | $ 770,073 | $ (18,223) | $ 60,164 | $ - | $ 2,507,143 | ||||
| Profit (loss) for the year | - | - | - | - | - | - | - | 217,917 | - | - | - | 217,917 | ||||
| Other comprehensive income (loss) for the year | 6(17) | - | - | - | - | - | - | - | 2,527 | 8,780 | 31,001 | - | 42,308 | |||
| Total comprehensive income (loss) | - | - | - | - | - | - | - | 220,444 | 8,780 | 31,001 | - | 260,225 | ||||
| Disposal of investments in equity instruments at fair value through other comprehensive income | 6(17) | - | - | - | - | - | - | - | 5,885 | - | (5,885) | - | - | |||
| Change in net equity of associates and joint ventures accounted for using equity method | 6(6) | - | - | - | - | 42 | - | - | - | - | - | - | 42 | |||
| Appropriations and distribution of retained earnings: | 6(16) | |||||||||||||||
| Legal reserve | - | - | - | - | - | - | 20,766 | (20,766) | - | - | - | - | ||||
| Cash dividends | - | - | - | - | - | - | - | (123,354) | - | - | - | (123,354) | ||||
| Balance at December 31, 2024 | $ 822,359 | $ 442,401 | $ 8,509 | $ 1,824 | $ 206 | $ 26,827 | $ 413,811 | $ 852,282 | $ (9,443) | $ 85,280 | $ - | $ 2,644,056 | ||||
| 2025 | ||||||||||||||||
| Balance at January 1, 2025 | $ 822,359 | $ 442,401 | $ 8,509 | $ 1,824 | $ 206 | $ 26,827 | $ 413,811 | $ 852,282 | $ (9,443) | $ 85,280 | $ - | $ 2,644,056 | ||||
| Profit (loss) for the year | - | - | - | - | - | - | - | 162,361 | - | - | - | 162,361 | ||||
| Other comprehensive income (loss) for the year | 6(17) | - | - | - | - | - | - | - | (405) | 4,077 | (11,689) | - | (8,017) | |||
| Total comprehensive income(loss) | - | - | - | - | - | - | - | 161,956 | 4,077 | (11,689) | - | 154,344 | ||||
| Disposal of investments in equity instruments at fair value through other comprehensive income | 6(17) | - | - | - | - | - | - | - | 4,212 | - | (4,212) | - | - | |||
| Change in net equity of associates and joint ventures accounted for using equity method | 6(6) | - | - | - | - | 4,135 | - | - | - | - | - | - | 4,135 | |||
| Appropriations and distribution of retained earnings: | 6(16) | |||||||||||||||
| Legal reserve | - | - | - | - | - | - | 22,633 | (22,633) | - | - | - | - | ||||
| Cash dividends | - | - | - | - | - | - | - | (131,577) | - | - | - | (131,577) | ||||
| Repurchase of treasury shares | 6(14) | - | - | - | - | - | - | - | - | - | - | (73,220) | (73,220) | |||
| Balance at December 31, 2025 | $ 822,359 | $ 442,401 | $ 8,509 | $ 1,824 | $ 4,341 | $ 26,827 | $ 436,444 | $ 864,240 | $ (5,366) | $ 69,379 | $ (73,220) | $ 2,597,738 |
The accompanying notes are an integral part of these parent company only financial statements.
CHANT SINCERE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 194,503 | $ 258,391 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| (Gain) loss on valuation of financial assets or liabilities at fair value through profit or loss | 6(19) | (3,080) | (8,679) |
| Expected credit loss | 12(2) | 13 | 28 |
| Share of profit of subsidiaries, associates and joint ventures accounted for under equity method | 6(6) | (87,859) | (80,523) |
| Gains on disposal of property, plant and equipment | 6(19) | - | (825) |
| Depreciation charges on property, plant and equipment (Include right-of-use assets) | 6(20) | 41,804 | 36,119 |
| Amortisations | 6(20) | 4,217 | 3,239 |
| Dividend income | (7,577) | (7,479) | |
| Interest income | (22,684) | (22,121) | |
| Interest expense | 17,294 | 17,201 | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets measured at fair value through profit or loss, net | (14,877) | (10,595) | |
| Notes receivable, net | 4,864 | (4,848) | |
| Accounts receivable | 68,307 | (7,803) | |
| Accounts receivable due from related parties, net | 11,333 | (10,697) | |
| Other receivables | (305) | (868) | |
| Inventories | 7,913 | 19,502 | |
| Prepayments | (13,876) | (1,927) | |
| Changes in operating liabilities | |||
| Notes payable | - | (805) | |
| Accounts payable | (10,723) | 12,097 | |
| Accounts payable to related parties | (597) | (19,856) | |
| Other payables | (15,286) | 3,634 | |
| Provisions for liabilities - current | (1,000) | (7,000) | |
| Other current liabilities | (14,964) | 635 | |
| Other non-current liabilities | (97) | (111) | |
| Cash inflow generated from operations | 157,323 | 166,709 | |
| Interest received | 22,684 | 22,121 | |
| Interest paid | (10,691) | (318) | |
| Dividends received | 74,561 | 63,033 | |
| Income tax paid | (30,223) | (78,415) | |
| Income tax refunded | 1,990 | 2,145 | |
| Net cash flows from operating activities | 215,644 | 175,275 |
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CHANT SINCERE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Decrease (Increase) in financial assets at amortised cost | (231,000) | 117,000 | |
| Acquisition of financial assets at fair value through other comprehensive income | (98,061) | (374,277) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 283,891 | 41,867 | |
| Acquisition of investments accounted for under equity method | - | (142,560) | |
| Acquisition of property, plant and equipment | 6(24) | (22,659) | (60,169) |
| Increase in intangible assets | (7,358) | (3,381) | |
| Increase in refundable deposits | (2) | (1,140) | |
| Decrease in refundable deposits | 1,898 | 1,000 | |
| Proceeds from disposal of property, plant and equipment | - | 1,047 | |
| Acquisition of investment property | 6(10) | - | (17,666) |
| Net cash flows used in investing activities | (73,291) | (438,279) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Payments of lease liabilities | 6(8) | (5,373) | (6,158) |
| Increase in guarantee deposits | 35,699 | 140 | |
| Decrease in guarantee deposits | (28,626) | (55) | |
| Cash dividends paid | 6(16) | (131,577) | (123,354) |
| Payments for buy-back of treasury shares | 6(14) | (73,220) | - |
| Net cash flows provided by (used in) financing activities | (203,097) | (129,427) | |
| Net (decrease) increase in cash and cash equivalents | (60,744) | (392,431) | |
| Cash and cash equivalents at beginning of year | 432,981 | 825,412 | |
| Cash and cash equivalents at end of year | $ 372,237 | $ 432,981 |
The accompanying notes are an integral part of these parent company only financial statements.
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INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of CHANT SINCERE CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of CHANT SINCERE CO., LTD. And subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated 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 Group as at 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, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of 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 Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:
Valuation of inventory
Description
Refer to Notes 4(13), 5(2) and 6(5) for a description of accounting policy on inventory valuation, accounting estimates and assumptions in relation to inventory and details of loss allowance account.
The Group is mainly engaged in manufacturing and selling connectors and cable wires. Due to rapid technological innovations and fluctuations in market demand, there is a higher risk of inventory obsolescence. As inventories are stated at the lower of cost and net realisable value, the determination of net realisable value of inventories is subject to subjective judgment and uncertainties. Thus, we considered the valuation of inventory as a key audit matter.
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As of December 31, 2025, the amount of inventories and allowance for inventory valuation losses were NT$143,345 thousand and NT$18,215 thousand, respectively.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
- Assessed the reasonableness of provision policies on and procedures of allowance for inventory valuation losses, including understanding the operations and nature of the industry, and the historical information of actual clearance of inventory, to judge the reasonableness and consistency of valuation policies on the inventory valuation losses.
- Reviewed the stock count plan and observed the annual stock count in order to assess the effectiveness of internal controls over obsolete inventory.
- Verified management’s appropriateness of the systematic logic used in the inventory aging report and confirmed whether the information was consistent with its policies.
- Verified whether inventory valuation losses were calculated in accordance with its policies, and ascertained the adequacy of the allowance for inventory valuation losses.
Recognition of export sales revenue
Description
Refer to Note 4(29) for accounting policies on sales revenue recognition.
The Group is mainly engaged in manufacturing and selling connectors and cable wires, which were used in consumer PCs, automobile and communication market. The types of sales include domestic sales, export sales and warehouse sales. Revenue from export sales are recognised based on the terms of the contract. As the determination as to when the control of the products has transferred to customers involves management’s subjective judgment, this may lead to improper revenue recognition. Thus, we considered the recognition of export sales revenue as a key audit matter.
For the year ended December 31, 2025, the net amount of sales revenue was NT$1,364,041 thousand.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
- Obtained an understanding of the effectiveness of internal controls over the timing of revenue recognition.
- Selected samples of export sales transactions and ascertained the consistency in the timing of export revenue recognition with the terms specified in the contracts.
- Selected samples of receivable accounts and sent out confirmations to ascertain existence of export sales revenue.
- Ascertained the reasonableness of revenue recognition timing against supporting documents of revenue from export sales during a certain period before and after the balance sheet date.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial statements of Chant Sincere Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
-39-
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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 International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial 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 appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Li, Yen-Na
Cheng, Ya-Huei
For and on behalf of PricewaterhouseCoopers, Taiwan
March 4, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.
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CHANT SINCERE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 640,635 | 17 | $ 792,417 | 21 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | ||||
| 46,675 | 1 | 52,887 | 1 | |||
| 1120 | Financial assets at fair value through other comprehensive income - current | 6(3) | ||||
| 133,600 | 4 | 31,067 | 1 | |||
| 1136 | Financial assets at amortised cost - current | 6(1) | 825,000 | 22 | 614,000 | 16 |
| 1150 | Notes receivable, net | 6(4) | 512 | - | 5,577 | - |
| 1170 | Accounts receivable, net | 6(4) | 314,009 | 8 | 359,431 | 9 |
| 1180 | Accounts receivable due from related parties, net | 6(4) and 7 | 967 | - | 412 | - |
| 1200 | Other receivables | 1,583 | - | 1,237 | - | |
| 130X | Inventories | 6(5) | 125,130 | 3 | 136,956 | 4 |
| 1410 | Prepayments | 22,798 | 1 | 29,973 | 1 | |
| 11XX | Total current assets | 2,110,909 | 56 | 2,023,957 | 53 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | ||||
| 401,913 | 11 | 617,093 | 16 | |||
| 1550 | Investments accounted for under equity method | 6(6) | 365,884 | 10 | 351,173 | 9 |
| 1600 | Property, plant and equipment | 6(7) and 8 | 786,088 | 21 | 737,764 | 19 |
| 1755 | Right-of-use assets | 6(8) | 62,652 | 2 | 82,378 | 2 |
| 1780 | Intangible assets | 6(10) | 6,877 | - | 3,785 | - |
| 1840 | Deferred tax assets | 6(24) | 9,965 | - | 16,438 | 1 |
| 1900 | Other non-current assets | 7,063 | - | 9,931 | - | |
| 15XX | Total non-current assets | 1,640,442 | 44 | 1,818,562 | 47 | |
| 1XXX | Total assets | $ 3,751,351 | 100 | $ 3,842,519 | 100 |
(Continued)
CHANT SINCERE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | $ - | - | $ 5,000 | - | |
| 2170 | Accounts payable | 180,518 | 5 | 175,411 | 5 | |
| 2180 | Accounts payable to related parties | 7 | 653 | - | 561 | - |
| 2200 | Other payables | 6(11) | 133,242 | 4 | 151,883 | 4 |
| 2230 | Current income tax liabilities | 14,693 | - | 19,184 | - | |
| 2250 | Provisions for liabilities - current | 1,500 | - | 7,000 | - | |
| 2280 | Lease liabilities - current | 19,176 | - | 21,784 | 1 | |
| 2399 | Other current liabilities, others | 5,374 | - | 20,211 | - | |
| 21XX | Total current liabilities | 355,156 | 9 | 401,034 | 10 | |
| Non-current liabilities | ||||||
| 2530 | Convertible bonds payable | 6(12) | 681,252 | 18 | 674,631 | 18 |
| 2570 | Deferred tax liabilities | 6(24) | 41,711 | 1 | 37,430 | 1 |
| 2580 | Lease liabilities - non-current | 43,595 | 1 | 60,742 | 2 | |
| 2600 | Other non-current liabilities | 6(13) | 21,432 | 1 | 14,394 | - |
| 25XX | Total non-current liabilities | 787,990 | 21 | 787,197 | 21 | |
| 2XXX | Total Liabilities | 1,143,146 | 30 | 1,188,231 | 31 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(14) | |||||
| 3110 | Common stock | 822,359 | 22 | 822,359 | 21 | |
| Capital surplus | 6(15) | |||||
| 3200 | Capital surplus | 483,902 | 13 | 479,767 | 13 | |
| Retained earnings | 6(16) | |||||
| 3310 | Legal reserve | 436,444 | 11 | 413,811 | 11 | |
| 3350 | Unappropriated retained earnings | 864,240 | 23 | 852,282 | 22 | |
| Other equity interest | 6(17) | |||||
| 3400 | Other equity interest | 64,013 | 2 | 75,837 | 2 | |
| 3500 | Treasury shares | 6(14) | (73,220) | (2) | - | - |
| 31XX | Total equity attributable to owners of the parent | 2,597,738 | 69 | 2,644,056 | 69 | |
| 36XX | Non-controlling interest | 10,467 | 1 | 10,232 | - | |
| 3XXX | Total equity | 2,608,205 | 70 | 2,654,288 | 69 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| 3X2X | Total liabilities and equity | $ 3,751,351 | 100 | $ 3,842,519 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
CHANT SINCERE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(18) and 7 | $ 1,364,041 | 100 | $ 1,406,550 | 100 |
| 5000 | Operating costs | 6(5)(22)(23) and 7 | (819,578) | (60) | (820,108) | (58) |
| 5900 | Gross profit from operations | 544,463 | 40 | 586,442 | 42 | |
| Operating expenses | 6(22)(23) and 7 | |||||
| 6100 | Selling expenses | (123,704) | (9) | (134,568) | (9) | |
| 6200 | Administrative expenses | (186,792) | (14) | (237,697) | (17) | |
| 6300 | Research and development expenses | (67,249) | (5) | (56,528) | (4) | |
| 6450 | Expected credit loss | 12(2) | (8) | - | (30) | - |
| 6000 | Total operating expenses | (377,753) | (28) | (428,823) | (30) | |
| 6900 | Operating profit | 166,710 | 12 | 157,619 | 12 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest revenue | 24,309 | 2 | 24,013 | 2 | |
| 7010 | Other income | 6(20) | 11,786 | 1 | 12,226 | 1 |
| 7020 | Other gains and losses | 6(21) | (457) | - | 79,010 | 5 |
| 7050 | Finance costs | (17,362) | (1) | (17,394) | (1) | |
| 7060 | Share of profit (loss) of subsidiaries, associates and joint ventures accounted for under equity method | 6(6) | ||||
| 7000 | Total non-operating income and expenses | 27,112 | 2 | 16,027 | 1 | |
| 7900 | Profit before income tax | 45,388 | 4 | 113,882 | 8 | |
| 7950 | Income tax expense | 6(24) | 212,098 | 16 | 271,501 | 20 |
| 8200 | Profit for the year | (49,569) | (4) | (53,607) | (4) | |
| Other comprehensive income (net) | $ 162,529 | 12 | $ 217,894 | 16 | ||
| Item that will not be reclassified to profit or loss | ||||||
| 8311 | Remeasurements of defined benefit plans | $ (405) | - | $ 2,774 | - | |
| 8316 | Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ||||
| 8320 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 6(6) | (11,689) | (1) | 31,001 | 2 |
| 8349 | Income tax related to item that will not be reclassified to profit or loss | 6(24) | (81) | - | 308 | - |
| 8310 | Other comprehensive income (net) that will not be reclassified to profit or loss | 81 | - | (555) | - | |
| Item that will be reclassified to profit or loss | (12,094) | (1) | 33,528 | 2 | ||
| 8361 | Exchange differences on translation of foreign financial statements | 6(17) | 5,643 | - | 10,465 | 1 |
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 6(17) | (384) | - | 447 | - |
| 8399 | Income tax related to item that will be reclassified to profit or loss | 6(24) | (1,115) | - | (2,083) | - |
| 8360 | Other comprehensive income that will be reclassified to profit or loss | 4,144 | - | 8,829 | 1 | |
| 8300 | Other comprehensive income for the year, net of tax | $ (7,950) | (1) | $ 42,357 | 3 | |
| 8500 | Total comprehensive income for the year | $ 154,579 | 11 | $ 260,251 | 19 | |
| Profit (loss), attributable to: | ||||||
| 8610 | Owners of the parent | $ 162,361 | 12 | $ 217,917 | 16 | |
| 8620 | Non-controlling interest | 168 | - | (23) | - | |
| $ 162,529 | 12 | $ 217,894 | 16 | |||
| Comprehensive income (loss) attributable to: | ||||||
| 8710 | Owners of the parent | $ 154,344 | 11 | $ 260,225 | 19 | |
| 8720 | Non-controlling interest | 235 | - | 26 | - | |
| $ 154,579 | 11 | $ 260,251 | 19 | |||
| Earnings per share | 6(25) | |||||
| 9750 | Basic earnings per share | $ | 2.00 | $ | 2.65 | |
| 9850 | Diluted earnings per share | $ | 1.85 | $ | 2.42 |
The accompanying notes are an integral part of these consolidated financial statements.
CHANT SINCERE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Capital Surplus | Retained Earnings | Other Equity Interest | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Common stock | Additional paid-in capital | Treasury share transactions | Difference between proceeds on actual acquisition of or disposal of equity interest in a subsidiary and its carrying amount and changes in the ownership interest | Change in equity of associates and joint ventures accounted for using equity method | Share options | Legal reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Treasury shares | Total | Non-controlling interest | Total equity | ||
| 2024 | ||||||||||||||||
| Balance at January 1, 2024 | $ 822,559 | $ 442,401 | $ 8,509 | $ 1,824 | $ 164 | $ 26,827 | $ 393,045 | $ 770,073 | $ (18,223) | $ 60,164 | $ - | $ 2,507,143 | $ 10,206 | $ 2,517,349 | ||
| Profit (loss) for the year | - | - | - | - | - | - | - | 217,917 | - | - | - | 217,917 | (23) | 217,894 | ||
| Other comprehensive income (loss) for the year | 6(17) | - | - | - | - | - | - | - | 2,527 | 8,780 | 31,001 | - | 42,308 | 49 | 42,357 | |
| Expected credit loss | - | - | - | - | - | - | - | 220,444 | 8,780 | 31,001 | - | 260,225 | 26 | 260,251 | ||
| Disposal of investments in equity instruments at fair value through other comprehensive income | 6(17) | - | - | - | - | - | - | - | 5,885 | - | (5,885) | - | - | - | - | |
| Change in net equity of associates and joint ventures accounted for using equity method | 6(6) | - | - | - | - | 42 | - | - | - | - | - | - | 42 | - | 42 | |
| Appropriations and distribution of retained earnings : | ||||||||||||||||
| Legal reserve appropriated | - | - | - | - | - | - | 20,766 | (20,766) | - | - | - | - | - | - | ||
| Cash dividends | 6(16) | - | - | - | - | - | - | - | (123,354) | - | - | - | (123,354) | - | (123,354) | |
| Balance at December 31, 2024 | $ 822,559 | $ 442,401 | $ 8,509 | $ 1,824 | $ 206 | $ 26,827 | $ 413,811 | $ 852,282 | $ (9,443) | $ 85,280 | $ - | $ 2,644,056 | $ 10,232 | $ 2,654,288 | ||
| 2025 | ||||||||||||||||
| Balance at January 1, 2025 | $ 822,559 | $ 442,401 | $ 8,509 | $ 1,824 | $ 206 | $ 26,827 | $ 413,811 | $ 852,282 | $ (9,443) | $ 85,280 | $ - | $ 2,644,056 | $ 10,232 | $ 2,654,288 | ||
| Profit (loss) for the year | - | - | - | - | - | - | - | 162,361 | - | - | - | 162,361 | 168 | 162,529 | ||
| Other comprehensive income (loss) for the year | 6(17) | - | - | - | - | - | - | - | (405) | 4,077 | (11,689) | - | (8,017) | 67 | (7,950) | |
| Total comprehensive income (loss) | - | - | - | - | - | - | - | 161,956 | 4,077 | (11,689) | - | 154,544 | 235 | 154,579 | ||
| Disposal of investments in equity instruments at fair value through other comprehensive income | 6(17) | - | - | - | - | - | - | - | 4,212 | - | (4,212) | - | - | - | - | |
| Change in net equity of associates and joint ventures accounted for using equity method | 6(6) | - | - | - | - | 4,135 | - | - | - | - | - | - | 4,135 | - | 4,135 | |
| Appropriations and distribution of retained earnings : | ||||||||||||||||
| Legal reserve appropriated | - | - | - | - | - | - | 22,633 | (22,633) | - | - | - | - | - | - | ||
| Cash dividends | 6(16) | - | - | - | - | - | - | - | (131,577) | - | - | - | (131,577) | - | (131,577) | |
| Repurchase of treasury shares | 6(14) | - | - | - | - | - | - | - | - | - | - | (73,220) | (73,220) | - | (73,220) | |
| Balance at December 31, 2025 | $ 822,559 | $ 442,401 | $ 8,509 | $ 1,824 | $ 4,341 | $ 26,827 | $ 436,444 | $ 864,240 | $ (5,366) | $ 69,379 | $ (73,220) | $ 2,597,738 | $ 10,467 | $ 2,608,205 |
The accompanying notes are an integral part of these consolidated financial statements.
CHANT SINCERE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 212,098 | $ 271,501 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Gains on valuation of financial assets at fair value through profit or loss | 6(21) | (24,527) | (48,540) |
| Expected credit loss | 12(2) | 8 | 30 |
| Share of profit of associates and joint ventures accounted for using equity method | 6(6) | (27,112) | (16,027) |
| Gains on disposal of property, plant and equipment | 6(21) | - | (954) |
| Gains on disposal of investment property - net | 6(21) | - | (9,574) |
| Depreciation charges on property, plant and equipment (Include right-of-use assets) | 6(22) | 82,717 | 68,829 |
| Amortisations | 6(22) | 4,266 | 3,432 |
| Interest income | (24,309) | (24,013) | |
| Interest expense | 17,362 | 17,394 | |
| Dividend income | 6(20) | (11,238) | (11,764) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets measured at fair value through profit or loss, net | 30,739 | 5,097 | |
| Notes receivable, net | 5,065 | (3,417) | |
| Accounts receivable | 45,414 | (17,963) | |
| Accounts receivable due from related parties, net | (555) | (68) | |
| Other receivables | (346) | (910) | |
| Inventories | 11,826 | 26,253 | |
| Prepayments | 7,175 | 2,081 | |
| Changes in operating liabilities | |||
| Notes payable | - | (805) | |
| Accounts payable | 5,107 | 26,818 | |
| Accounts payable to related parties | 92 | 250 | |
| Other payables | (12,812) | 12,605 | |
| Provisions for liabilities - current | (5,500) | (7,000) | |
| Other current liabilities | (14,837) | (2,250) | |
| Other non-current liabilities | (97) | (110) | |
| Cash inflow generated from operations | 300,536 | 290,895 | |
| Interest received | 24,309 | 24,013 | |
| Interest paid | (10,741) | (511) | |
| Income tax paid | (46,364) | (88,824) | |
| Income tax refunded | 1,990 | 2,145 | |
| Dividends received | 27,214 | 17,321 | |
| Net cash flows from operating activities | 296,944 | 245,039 |
(Continued)
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CHANT SINCERE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through other comprehensive income | $ (305,143) | $ (505,082) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 406,100 | 186,971 | |
| (Increase) decrease in financial assets at amortised cost | (211,000) | 67,000 | |
| Acquisition of property, plant and equipment | 6(26) | (109,760) | (214,492) |
| Proceeds from disposal of property, plant and equipment | - | 2,143 | |
| Proceeds from disposal of investment property - net | - | 57,541 | |
| Increase in intangible assets | 6(10) | (7,358) | (3,380) |
| Increase in refundable deposits | (26) | (5,303) | |
| Decrease in refundable deposits | 2,902 | 3,008 | |
| Net cash flows used in investing activities | (224,285) | (411,594) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayment of short-term borrowings | (5,000) | - | |
| Repayments of lease liabilities | 6(8) | (21,736) | (23,881) |
| Increase in guarantee deposits | 35,699 | 376 | |
| Decrease in guarantee deposits | (28,900) | (91) | |
| Payments for buy-back of treasury shares | 6(14) | (73,220) | - |
| Cash dividends paid | 6(16) | (131,577) | (123,354) |
| Net cash flows used in financing activities | (224,734) | (146,950) | |
| Effects due to changes in exchange rate | 293 | 4,841 | |
| Net (decrease) increase in cash and cash equivalents | (151,782) | (308,664) | |
| Cash and cash equivalents at beginning of year | 792,417 | 1,101,081 | |
| Cash and cash equivalents at end of year | $ 640,635 | $ 792,417 |
The accompanying notes are an integral part of these consolidated financial statements.
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Attachment VI
Chant Sincere Co., Ltd. Earning Distribution Table 2025
| Unit:NT$ | |
|---|---|
| Beginning unappropriated earnings | $ 698,071,555 |
| Add: Net profit after tax for 2025 | 162,361,478 |
| Pension actuarial benefit | (323,862) |
| Change in equity of associates and joint ventures accounted for using equity method | (81,610) |
| Disposal of equity instruments measured at fair value through other comprehensive income | 4,212,507 |
| Less: 10% legal reserve | (16,616,851) |
| Total available-for-distribution earnings | 847,623,217 |
| Distribution: | |
| Cash dividend | 121,103,861 |
| Undistributed earnings at the end of 2025 | $ 726,519,356 |
Chairman: Lien-Hsi Wu
Manager: Lien-Hsi Wu
Accounting Supervisor: Mei-Hui Liao
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Attachment VII
Chant Sincere Co., Ltd.
Comparison of the Articles of the “Regulations Governing the Acquisition and Disposal of Asset” Before and After Amendment
| Amended Article | Current Article | Description |
|---|---|---|
| Article 13: Information disclosure procedures | ||
| I. Items to be reported and reporting criteria | ||
| (I) Acquire or dispose of real estate or its right-of-use assets from related parties, or acquire or dispose of assets other than real estate or its right-of-use assets with related parties, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of the total assets or NT$300 million. However, this shall not apply to trading domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (II) Merger, division, acquisition or share transfer. | ||
| (III) Derivative trading which reaches the loss limit of all or individual contract specified in the prescribed handling procedures. | ||
| (IV) Acquisition or disposal of equipment or its right-of-use assets for business use, where the transaction counterparty is not a related party, and the transaction amount reaches any of the following: | ||
| 1. The transaction amount reaches NT$500 million for a public offering company whose paid-in capital is less than | Article 13: Information disclosure procedures | |
| I. Items to be reported and reporting criteria | ||
| (I) Acquire or dispose of real estate or its right-of-use assets from related parties, or acquire or dispose of assets other than real estate or its right-of-use assets with related parties, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of the total assets or NT$300 million. However, this shall not apply to trading domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (II) Merger, division, acquisition or share transfer. | ||
| (III) Derivative trading which reaches the loss limit of all or individual contract specified in the prescribed handling procedures. | ||
| (IV) Acquisition or disposal of equipment or its right-of-use assets for business use, where the transaction counterparty is not a related party, and the transaction amount reaches any of the following: | ||
| 1. The transaction amount reaches NT$500 million for a public offering company whose paid-in capital is less than | As amended by the Financial Supervisory Commission on July 24, 2025, per Letter Jin-Guan-Zheng-Fa No. 1140383333: | |
| 1. For a public company whose paid-in capital is at least NT$10 billion but less than NT$50 billion, the public announcement threshold for the acquisition or disposal of equipment for business use from a non-related party is a transaction amount of NT$1 billion. | ||
| For public companies whose paid-in capital reaches NT$50 billion, the declaration criteria is raised to transactions amounting to 5% or more of the paid-in capital. |
| NT$10 billion.
2. The transaction amount reaches NT$1 billion but less than NT$50 billion for a public offering company whose paid-in capital reaches NT$10 billion.
3. For a public company whose paid-in capital reaches NT$50 billion or more, the transaction amount reaches 5% or more of the company’s paid-in capital.
(V) For its construction business, the Company’s acquisition or disposal of real estate or its right-of-use assets for business purpose where the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million. If the Company's paid-in capital exceeds NT$10 billion and disposes of the real estate that has been constructed and completed by itself, the trading counterparty is not a related party, and the transaction amount reaches NT$1 billion.
(VI) The Company obtains real estate by means of entrusted construction of its own land, entrusted construction of leased land, joint construction and sharing, and joint construction and sub-sale, where the trading counterparty is not a related party, and the Company expects to invest more than NT$500 million in the transaction.
(VII) A public company whose paid-in capital reaches NT$50 billion may, provided the government bonds, common corporate bonds, and general financial bonds not involving equity (excluding | NT$10 billion.
2. The transaction amount reaches NT$1 billion for a public offering company whose paid-in capital reaches NT$10 billion.
(V) For its construction business, the Company’s acquisition or disposal of real estate or its right-of-use assets for business purpose where the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million. If the Company's paid-in capital exceeds NT$10 billion and disposes of the real estate that has been constructed and completed by itself, the trading counterparty is not a related party, and the transaction amount reaches NT$1 billion.
(VI) The Company obtains real estate by means of entrusted construction of its own land, entrusted construction of leased land, joint construction and sharing, and joint construction and sub-sale, where the trading counterparty is not a related party, and the Company expects to invest more than NT$500 million in the transaction.
(VII) Any assets transaction, disposal of creditor's rights by a financial institution other than those mentioned in the preceding six paragraphs, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the above shall not apply to the following circumstances:
1. Trading of domestic |
| --- | --- |
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| subordinated debt) it trades on the stock exchange or through securities firms are not subject to the exceptions in Paragraph 8, and the transaction counterparty is not a related party, transact such bonds in an amount reaching 5% or more of its paid-in capital. | government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of our country. | |
|---|---|---|
| (VIII) Any assets transaction, disposal of creditor's rights by a financial institution other than those mentioned in the preceding seven paragraphs, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the above shall not apply to the following circumstances: | 2. Those who specialize in investment, trading in securities on the stock exchanges or on the business premises of securities firms, or securities firms subscribing to foreign government bonds or offering and issuing common corporate bonds and general financial bonds (excluding subordinated bonds) that do not involve equity on the primary market, or subscribing to or buying back securities investment trust funds or futures trust funds, or subscribing to or selling back index investment securities, or securities subscribed to by a securities firm acting as a consultant for emerging stock companies | |
| 1. Trading of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of our country. | 3. Trading of bonds with repurchase or resale conditions, and subscription to or redemption of money market funds issued by domestic securities investment trust enterprises. | |
| 2. Those who specialize in investment, trading in securities on the stock exchanges or on the business premises of securities firms, or securities firms subscribing to foreign government bonds or offering and issuing common corporate bonds and general financial bonds (excluding subordinated bonds) that do not involve equity on the primary market, or subscribing to or buying back securities investment trust funds or futures trust funds, or subscribing to or selling back index investment securities, or securities subscribed to by a securities firm acting as a consultant for emerging stock companies | (VIII) The calculation of the transaction amount referred to in the previous seven subparagraphs is as follows. The said one-year period is based on the date of the occurrence of the transaction, and is calculated retroactively for one year. The part that has been announced publicly in |
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| which recommends securities firms to subscribe to securities in accordance with the regulations of the Taipei Exchange due to the needs of the underwriting business. | accordance with the regulations is exempt from inclusion. | |
|---|---|---|
| 3. Trading of bonds with repurchase or resale conditions, and subscription to or redemption of money market funds issued by domestic securities investment trust enterprises. | 1. The amount of each transaction. | |
| (IX) The calculation of the transaction amount referred to in the previous eight subparagraphs is as follows. The said one-year period is based on the date of the occurrence of the transaction, and is calculated retroactively for one year. The part that has been announced publicly in accordance with the regulations is exempt from inclusion. | 2. The cumulative amount of transactions of acquisition or disposal of subjects of the same nature with the same counterparty within one year. | |
| 1. The amount of each transaction. | 3. The cumulative amount of acquisition or disposal of real estate of the same development plan or its right-of-use assets within one year. | |
| 2. The cumulative amount of transactions of acquisition or disposal of subjects of the same nature with the same counterparty within one year. | 4. The cumulative amount of the same securities acquired or disposed of (accumulated separately) within one year. | |
| 3. The cumulative amount of acquisition or disposal of real estate of the same development plan or its right-of-use assets within one year. | ||
| 4. The cumulative amount of the same securities acquired or disposed of (accumulated separately) within one year. | ||
| Article 14: Subsidiaries of the Company shall comply with the following provisions: | Article 14: Subsidiaries of the Company shall comply with the following provisions: | The Procedures for Acquisition or Disposal of Assets are amended in accordance with current operating procedures. |
| I. Subsidiaries shall formulate their own “Procedures for Acquisition or Disposal of Assets” in accordance with | I. Subsidiaries shall formulate their own “Procedures for Acquisition or Disposal of Assets” in accordance with |
| the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” and implement them. After being approved by the board meeting of the subsidiary, they shall be reported to the shareholders’ meeting; the same requirement applies for the amendment.
II. If a subsidiary is not a public company, its acquisition or disposal of assets shall also be processed according to the Company’s procedures, and a separate acquisition or disposal procedure is not required.
III. For the total amount of real estate or right-of-use assets or securities acquired by the subsidiary not for business purpose, and the respective limit for individual securities, such limits shall be set by the respective subsidiary. For the assets acquired or disposed of by the Company’s subsidiaries, the relevant information shall be provided to the Company for audit.
IV. Where a subsidiary is not a public company, the parent company shall perform the public announcement and reporting on behalf of the subsidiary if its acquisition or disposal of assets reaches the public announcement and declaration criteria set forth in the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.
V. In the public announcement and reporting criteria of subsidiaries, the provisions on the amount of paid-in capital or total assets shall be the amount of the paid-in capital or total assets of the parent | the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” and implement them. After being approved by the board meeting of the subsidiary, they shall be reported to the shareholders’ meeting; the same requirement applies for the amendment.
II. For the total amount of real estate or right-of-use assets or securities acquired by the subsidiary not for business purpose, and the respective limit for individual securities, such limits shall be set by the respective subsidiary. For the assets acquired or disposed of by the Company’s subsidiaries, the relevant information shall be provided to the Company for audit.
III. Where a subsidiary is not a public company, the parent company shall perform the public announcement and reporting on behalf of the subsidiary if its acquisition or disposal of assets reaches the public announcement and declaration criteria set forth in the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.
IV. In the public announcement and reporting criteria of subsidiaries, the provisions on the amount of paid-in capital or total assets shall be the amount of the paid-in capital or total assets of the parent company. |
| --- | --- |
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| company. | ||
|---|---|---|
| Article 17: Supplemental provisions | ||
| 1. The 10% of total assets in the provisions of these procedures shall be calculated based on the amount of total assets in the most recent individual or respective financial report as specified in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. | ||
| 2. If the Company's shares have no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital specified in these Procedures shall be calculated as 10% of the equity attributable to the owner of the parent company; the transaction amount of 5% of the paid-in capital specified in these Procedures shall be calculated as 2.5% of the equity attributable to the owner of the parent company. If the Procedures have provisions concerning the paid-in capital reaching NT$10 billion, then it shall be calculated on the basis of the equity attributable to the owner of parent of NT$20 billion. If the Procedures have provisions concerning the paid-in capital reaching NT$50 billion, then it shall be calculated on the basis of the equity attributable to the owner of parent of NT$100 billion. | ||
| 3. Any matters not covered in these procedures shall be handled in accordance with the relevant laws. | Article 17: Supplemental provisions | |
| 1. The 10% of total assets in the provisions of these procedures shall be calculated based on the amount of total assets in the most recent individual or respective financial report as specified in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. | ||
| 2. If the Company's shares have no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital specified in these Procedures shall be calculated as 10% of the equity attributable to the owner of the parent company; if the Procedures have provisions concerning the paid-in capital reaching NT$10 billion, then it shall be calculated on the basis of the equity attributable to the owner of parent of NT$20 billion. | ||
| 3. Any matters not covered in these procedures shall be handled in accordance with the relevant laws. | In conjunction with the addition of Article 13 concerning the public announcement and reporting criteria for public companies with a paid-in capital of at least NT$50 billion, Article 17 is amended to clarify the calculation methods for 5% of paid-in capital and the NT$50 billion threshold for companies whose shares have no par value or the par value per share is not NT$10. |
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Attachment VIII
Chant Sincere Co., Ltd.
Comparison of the Articles of the “Rules for Election of Directors” Before and After Amendment
| Amended Article | Current Article | Description |
|---|---|---|
| Article 3: At the time of ballot counting, the chair shall appoint a number of ballot counting personnel as well as persons with shareholder status for vote monitoring, counting, and recording. | Article 3: At the time of ballot opening, the chair shall appoint a number of personnel for vote monitoring, counting, and recording. | Amended pursuant to Letter Tai-Zheng-Zhi-Li-Zi No. 1090009468 issued by Taiwan Stock Exchange dated June 3, 2020. |
| Article 4: The Board of Directors shall prepare the ballots prepared by the Board of Directors for the same number of directors as the directors to be elected, specify the number of voting rights on the ballots, and distribute them to the shareholders attending the Shareholders' Meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. The shareholder's name, account number, and number of shares must be stated. | Article 4: The ballots shall be prepared by the Board of Directors and must include the shareholder's name, account number, and number of shares. | Amended pursuant to Letter Tai-Zheng-Zhi-Li-Zi No. 1090009468 issued by Taiwan Stock Exchange dated June 3, 2020. |
| Article 5: The voter shall fill in the name, shareholder account number or identification number, and the number of voting rights for the candidate in the designated field. | Article 5: The voter shall fill in the name, shareholder account number or identification number, and the number of voting rights for the candidate in the designated field. | Article 5 was deleted pursuant to Letter Tai-Zheng-Zhi-Li-Zi No. 1090009468 issued by Taiwan Stock Exchange dated June 3, 2020. |
| Article 56: The Company shall adopt a candidate nomination system for its directors, with directors elected at the shareholders' meeting from among a list of candidates. The election shall be conducted based on the number of directors stipulated in the Company's Articles of Incorporation, and candidates shall be elected in order of the number of voting rights represented by the ballots they receive. The ballots | Article 6: The Company shall adopt a candidate nomination system for its directors, with directors elected at the shareholders' meeting from among a list of candidates. The election shall be conducted based on the number of directors stipulated in the Company's Articles of Incorporation, and candidates shall be elected in order of the number of voting rights represented by the ballots they receive. The ballots | Article numbering adjusted. |
| and the number of voting rights represented by the ballots they receive. | and the number of voting rights represented by the ballots they receive. |
| for directors – both independent and non-independent – are counted and elected separately. | for directors – both independent and non-independent – are counted and elected separately. | |
|---|---|---|
| Article 6 7: In the election, as specified in the preceding article paragraph, when there are two or more candidates have votes representing the same number of shares and the number of successful candidates has exceeded the quota, lots shall be drawn by the chair to determine the final director elect. | Article 7: In the election, as specified in the preceding paragraph, when there are two or more candidates have votes representing the same number of shares and the number of successful candidates has exceeded the quota, lots shall be drawn by the chair to determine the final director elect. | Article numbering adjusted. |
| Article 7 8: A ballot is invalid if any of the following circumstances apply: (I) Failure to use the ballots prepared by the person authorized to call the meeting as stipulated in Article 4. (II) A blank ballot is placed in the ballot box. (III) The number of nominated candidates exceeds the required number of seats. (IV) Other words or marks are entered in addition to the candidate's name, shareholder account number (identity document number), and the number of voting rights allocated. (III5) The writing is unclear or cannot be identified for other reasons. (IV6) If the name of the entered candidate is that of a shareholder but does not match the shareholder register, or if the candidate is not a shareholder but the name and identity document number do not match the verified list of director candidates. (V7) Other words or marks are entered in addition to the number of voting rights allotted, and the candidate's name is identical to that of another shareholder without a clearly identifiable shareholder account number or identification number, the ballot is invalid. | Article 8: A ballot is invalid under any of the following circumstances: (I) Failure to use the ballots as stipulated in Article 4. (II) A blank ballot is placed in the ballot box. (III) The number of nominated candidates exceeds the required number of seats. (IV) Other words or marks are entered in addition to the candidate's name, shareholder account number (identity document number), and the number of voting rights allocated. (V) The writing is unclear or cannot be identified for other reasons. (VI) If the name of the entered candidate is that of a shareholder but does not match the shareholder register, or if the candidate is not a shareholder but the name and identity document number do not match. (VII) The candidate's name is identical to that of another shareholder without a clearly identifiable shareholder account number or identification number, the ballot is invalid. | Amended pursuant to Letter Tai-Zheng-Zhi-Li-Zi No. 1090009468 dated June 3, 2020 issued by Taiwan Stock Exchange, with article numbering adjusted. |
| Article 9 8: The ballots shall be counted immediately after voting, and the results shall be announced on the spot by the chair or a person designated by the chair, including the list of elected directors and their vote counts. | Article 9: The ballots shall be counted immediately after voting, and the results shall be announced on the spot by the chair, including the list of elected directors and their vote counts. | Amended pursuant to Letter Tai-Zheng-Zhi-Li-Zi No. 1090009468 issued by Taiwan Stock Exchange dated June 3, 2020. |
|---|---|---|
| Article 9 10: All ballots used in the election specified in the preceding article shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation. | Article 10: All ballots used in the election specified in the preceding article shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation. | Article numbering adjusted. |
| Article 10 11: Matters not covered in these Procedures shall be governed by the Company Act, the Company’s Articles of Incorporation, and other applicable laws and regulations. | Article 11: All ballots used in the election specified in the preceding article shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation. | Article numbering adjusted. |
| Article 11 12: These Procedures shall come into force after being approved by the general shareholders' meeting, and the same shall apply when they are amended. | Article 12: Matters not covered in these Procedures shall be governed by the Company Act, the Company’s Articles of Incorporation, and other applicable laws and regulations. | Article numbering adjusted. |
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Appendix I
Articles of Association, Chant Sincere Co., Ltd.
Chapter 1 General provisions
Article 1 The Company is organized in accordance with the provisions of the Company Act, and is named Chant Sincere Co., Ltd.
Article 2 Business activities of the Company are as follows:
- CC01080 Electronic components manufacturing.
- CC01100 Telecom regulation radio frequency equipment manufacturing.
- F119010 Electronic materials wholesale.
- F219010 Electronic materials retail.
- F401010 International trade.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1 The Company may make reinvestment externally and may become a shareholder of other limited liabilities company upon the board’s resolution. The total reinvestment amount is not be subject to the reinvestment limit in Article 13 of the Company Act.
Article 3 The head office of the Company is located in New Taipei City. If necessary, branch offices both at home or abroad may be established by the resolution of the board of directors.
Article 4 The Company’s public announcements shall be made in accordance with Article 28 of the Company Act.
Article 4-1 Due to business needs, the Company may provide endorsements/guarantees in accordance with the Company's Procedures for Endorsements/Guarantees.
Chapter 2 Shares
Article 5 The total rated capital of the Company is NT$1.2 billion, divided into 120 million shares with a par value of NT$10 per share. NTD38,500,000 is reserved in the amount of capital in the preceding paragraph, which is divided into 3,850,000 shares, each with an amount of NT$10, which is reserved for the issuance of employee stock option certificates for the exercise of stock options. The shares may be issued in installments according to the resolution of the board meeting.
Article 5-1 The Company's repurchased treasury shares may be transferred to employees at a price lower than the average price of the actually repurchased shares, provided that it is executed in accordance with relevant laws and regulations and the shareholders' meeting with the presence of shareholders representing more than half of the total number of issued shares, and with the approval of more than two-thirds of their voting rights.
Article 6 The share certificates of the Company shall be registered and signed or stamped by the director representing the Company, and be certified before issuance Shares of the Company may be exempted from physical printing, but shall be registered with the Taiwan Depository and Clearing Corporation.
Article 7 Changes of registration or transfers of shares cannot be made within 60 days prior to a general shareholders' meetings, 30 days prior to extraordinary shareholders' meetings, or 5 days before the ex-dates of dividends or bonuses.
Article 8 Shares issued by the Company may be exchanged for large-denomination stocks, and the related stock affairs shall be handled in accordance with the relevant regulations of the competent authority.
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Article 8-1
A shareholder's liability to the Company is limited to the full repayment of the share amount. If a shareholder abuses the Company's legal person status, thus causing the Company to bear specific debts which is obviously difficult to be paid off, and the circumstances are serious, the shareholder shall be responsible for paying off the debt.
Chapter 3 Shareholder meetings
Article 9
The Company holds two types of shareholder meeting. The general shareholders' meeting is held by the board according to law once a year, within six months after the end of each accounting period. The extraordinary shareholders' meetings may be held according to law whenever necessary.
The shareholders' meeting of the Company may be held by video conference or other means announced by the central competent authority.
Article 10
Shareholders unable to attend the meetings may offer to show a power of attorney issued by the Company, which specifies the scope of authorization and commission their representatives to attend the meetings.
Article 11
Each shareholder has one voting right per share, except in the circumstances specified in Article 179 of the Company Act.
Article 12
Unless otherwise stipulated in relevant laws and regulations, resolutions of a shareholders' meeting shall be adopted at a meeting attended by shareholders representing a majority of the total number of issued shares, with the approval of more than half of these shareholders' voting rights. Shareholders who exercise their voting rights electronically shall be deemed to have attended the meeting in person, and relevant matters shall be handled according to laws and regulations.
Article 12-1
If a shareholders' meeting is convened by the board, the meeting shall be chaired by the Chairman. When the Chairman is absent, the Chairman shall appoint a director as his agent; if no appointment is made, the directors shall select from among themselves one person to serve as chairperson. If the meeting is convened by a person not from the board but with the power to convene, the convening person shall be the chairperson of the meeting. When there are two or more such convening persons, they shall select a chairperson between themselves.
Article 12-2
The resolutions of the shareholders' meeting shall be recorded in the minutes, and such minutes shall be signed or stamped by the chairperson of the meeting and distributed to each shareholder with 20 days. The production and distribution of the minutes may be done electronically. The Company may distribute the minutes by entering them on the MOPS.
Article 12-3
If the Company wants to cancel its public offering, in addition to the approval of the board of directors, it must be approved in a shareholders' meeting with the presence of shareholders representing more than half of the total number of issued shares, and with the approval of more than two-thirds of their voting rights.
Chapter 4 Directors
Article 13
The Company had seven to seven to eleven seats of directors, who are elected via a candidate nomination system with a term of three years. The directors shall be elected at the shareholders' meeting from the list of director candidates via a cumulative voting system in accordance with the provisions of Article 198 of the Company Act, and re-election is allowed. However, the aggregate shareholding ratio of the directors shall comply with the regulations of the competent securities authorities.
When the Company re-elected its directors at the 2020 general shareholders' meeting, the Audit Committee was established in accordance with Article 14-4 of the Securities
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and Exchange Act, and the provisions of this Articles of Association regarding supervisors ceased to apply. The Audit Committee is composed of all independent directors, and the exercise of its functions and powers and related matters are in accordance with relevant laws and regulations.
Article 13-1 In the above-mentioned number of directors of the Company, the number of independent directors shall not be less than three and not less than one-fifth of the number of directors. The candidate nomination system is adopted, and the shareholders shall select and appoint independent directors from the list of independent director candidates. Relevant laws of the securities authority govern restrictions concerning independent directors' eligibility, shareholding, concurrent employment, independence, nomination, method of election and all other compliance issues.
Article 13-2 The board meeting shall be convened once a quarter, and the reason for convening shall be specified and the directors be notified seven days in advance; however, the meeting may be convened at any time in the event of an emergency. The notice of a board meeting may be sent via fax or e-mail instead of in writing.
Article 14 The board of directors shall be organized by the directors, with more than two-thirds of the directors present and a majority of the directors present agree to elect a Chairman and a Vice-Chairman; the Chairman represents the Company externally. If the Chairman is on leave or unable to exercise the rights and responsibilities for any reason, an agent shall be assigned in accordance with the provisions of Article 208 of the Company Act.
Article 15 A director who is unable to attend a board meeting may appoint another director to attend by issuing a power of attorney stating the scope of authorization with respect to the reasons for convening the meeting. The agent referred to in the previous paragraph may accept the appointment of only one person.
Article 16 For the remuneration of the Chairman and directors, the board of directors is authorized to make a decision based on their level of participation in and contribution to the Company's operation, with reference to the industry standards at home and abroad. The Company may purchase liability insurance for directors.
Article 16-1 Unless otherwise stipulated in the Company Act, a board resolution is passed only if more than half of total board members are present in the board meeting, with the approval of more than half of the attending directors.
Article 16-2 After a director is elected, a filing shall be made to the competent authority regarding his holding of the Company's shares at the time of the election; during his term of office, if the director of the Company transfers more than half of his holding of the Company's shares which were held at the time of his election, the director shall be considered dismissed. When the directors of the Company increase or decrease their shareholdings during their term of office, they shall report it to the competent authority and make a public announcement. After being elected as a director of the Company, if the director transfers more than half of the Company's shares he held at the time of election before taking office, or transfers more than half of the shares held during the stock transfer suspension period for a shareholders' meeting, his election shall lose its effect.
Article 16-3 The directors of the Company who set up or release the pledge of his shares shall immediately notify the Company, and the Company shall then report to the competent authority the change of the pledge within 15 days after the set up or release of the pledge. When the shares pledged by a director of the Company exceed one-half of his shares held at the time of election, he may not exercise the voting rights of the excess shares, and these voting rights shall not be included in
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the total voting rights of the shareholders present at a board meeting.
Chapter 5 Managers
Article 17 The Company may, in accordance with the resolution of the board meeting, set up a Chief Strategy Officer and a Chief Executive Officer to coordinate the operation and decision-making of the Company and its related enterprises within the scope of the functions and powers, and set up a President and several other managers. Their appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 18 At the end of each fiscal year, the board of directors shall prepare the (I) business report, (II) financial statements, and (III) proposal of earnings distribution or loss compensation, and submit them to the Audit Committee 30 days before the general shareholders' meeting. After the review, it is submitted to the general shareholders' meeting for recognition.
Article 19 Deleted
Article 20 If there is any surplus in the Company's annual accounts, it will be distributed in the following order.
I. Appropriation for taxes.
II. Making up for past losses.
III. Allocating 10% as legal reserve. However, no further allocation will be required if the legal reserve has reached the total paid-in capital.
IV. Appropriating or reversing the special reserve in accordance with the law or regulations of the authority.
V. For the rest, the board meeting shall formulate an earnings distribution plan in accordance with the dividend policy in Paragraph 2 of this Article; when the dividend is from issuing new shares, it shall be submitted to the shareholders' meeting for resolution on the distribution.
The Company is in the business growth stage, and the policy of distributing dividends must take into account the Company's current and future investment environment, capital needs, domestic and international competition, capital budget and other factors, as well as the interests of shareholders and the balance between dividends and the Company's long-term financial planning. According to the law, the board meeting shall formulate a distribution proposal and submit it to the shareholders' meeting. The distribution of dividends to shareholders includes 20% to 100% of the total dividends from cash dividends and 0% to 80% of the total dividends from stock dividends.
In accordance with the provisions of Paragraph 5 of Article 240 of the Company Act, the Company authorizes the board meeting to decide on the distribution in cash all or part of the stock and cash dividends and bonuses, or the legal reserve and capital reserve prescribed in Paragraph 1, Article 241 of the Company Act, and report the decision to the shareholders' meeting; the board meeting shall be attended by more than two-thirds of the directors, and the resolution shall be approved by more than half of the directors present.
Article 20-1 In order to motivate employees and the management team, the Company shall allocate 2% to 15% of the current pre-tax net profit before the deduction of employees' remuneration and directors' remuneration as employees' remuneration, and no more than 2% as director's remuneration. However, profits must first be taken to offset cumulative losses, and no less than 5% of the aforementioned total
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employees’ remuneration shall be allocated to entry level employees. The employees’ remuneration in the preceding paragraph may be in stock or in cash, and the recipients of the payment may include employees of subordinate companies who meet certain conditions set by the board meeting. The director's remuneration in the preceding paragraph may only be made in cash. The distribution in the two paragraphs above is subject to a resolution of the board meeting attended by more than two-thirds of the directors, and the resolution shall be approved by more than half of the directors present and reported to the shareholders’ meeting.
The distribution in the two paragraphs above is subject to a resolution of the board meeting attended by more than two-thirds of the directors, and the resolution shall be approved by more than half of the directors present and reported to the shareholders’ meeting.
Chapter 7 Supplemental provisions
Article 21 Matters not stipulated in this Articles of Association shall be handled in accordance with the provisions of the Company Act.
Article 22 The Company's organizational rules and operating rules shall be separately formulated by the board of directors.
Article 23 The Articles of Association was established on March 31, 1986; the first revision was made on March 11, 1987, the second revision was made on August 15, 1987, the third revision was made on December 5, 1991, the fourth revision was made on July 1, 1992, the fifth amendment was made on October 3, 1992, the sixth amendment was made on March 21, 1997, the seventh amendment was made on September 16, 1997, the eighth amendment was on October 26, 1998, the ninth amendment was on January 12, 1999, the tenth amendment was on May 1, 1999, the eleventh amendment was made on April 7, 2000, the twelfth amendment was made on June 15, 2000, the thirteenth amendment was made on June 4, 2001, the fourteenth amendment was on January 8, 2002, the fifteenth amendment was on June 19, 2002, the sixteenth amendment was on June 10, 2003, the seventeenth amendment was on June 10, 2004, the eighteenth amendment was on June 9, 2006, the nineteenth amendment was on June 6, 2007, the twentieth revision was made on June 13, 2008, the twenty-first revision was made on June 16, 2009, the twenty-second revision was made on June 25, 2010, the twenty-third amendment was made on June 12, 2012, the twenty-fourth amendment was made on June 18, 2013, the twenty-fifth amendment was made on June 20, 2014, the twenty-sixth amendment was on June 23, 2016, the twenty-seventh amendment was on June 19, 2019, the twenty-eighth revision was made on June 16, 2020, and the twenty-ninth revision was made on June 15, 2022, and the thirty revision was made on June 14, 2023, and the thirty-one revision was made on May 31, 2024, and the thirty-two revision was made on May 28, 2025.
Chant Sincere Co., Ltd.
Chairman: Lien-Hsi Wu
Appendix II
Chant Sincere Co., Ltd.
Shareholder Meeting Conference Rules
Article 1. The shareholders’ meeting of the Company shall be conducted in accordance with these rules of procedure except where otherwise provided in laws and regulations or the Articles of Association.
Article 2. Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors. Unless otherwise specified in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company’s convening of a shareholders’ meeting via videoconference shall be stated in the Articles of Incorporation and resolved by the board of directors, and board meeting for the resolution on the shareholders’ meeting via videoconference shall be attended by at least two-thirds of the board of directors, with the consent of a majority of the directors. The change of the convening method of the shareholders’ meeting of the Company shall be decided by the board meeting and shall be made at the latest before the notice of the shareholders’ meeting is sent. The Company shall prepare an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting. At least 21 days before an annual general meeting or 15 days before an extraordinary shareholder meeting, an electronic copy of the shareholder meeting conference handbook and supplementary information shall be prepared and posted onto MOPS. However, if the Company’s paid-in capital at the end of the most recent fiscal year is NT$10 billion or more, or in the Company’s general shareholders’ meeting in the most recent fiscal year, and the total shareholding ratio of foreign and mainland capital recorded in the shareholder register is more than 30%, the transmission of the electronic file shall be completed 30 days before the general shareholders’ meeting. Physical copies of the shareholder meeting conference handbook and supplementary information shall be prepared at least 15 days before the meeting and made accessible to shareholders upon request. These documents must also be placed within the Company’s premises and at the stock transfer agent and distributed on-site during the shareholder meeting.
On the day of the shareholders’ meeting, the Company shall provide shareholders with the proceedings manual and supplementary information of the meeting referred to in the preceding paragraph in the following ways:
I. For a physical shareholders’ meeting, these items shall be distributed at the site of the shareholders’ meeting.
II. For a video-assisted shareholders’ meeting, these items shall be distributed at the site of the shareholders’ meeting and delivered to the video-conferencing platform via an electronic file.
III. For a shareholders’ meeting in the form of video conference, these items shall be delivered to the video-conferencing platform via an electronic file.
The meeting advice and announcement shall include a detailed agenda. Advice and announcements can be served in electronic form with the recipient’s consent. The election or dismissal of directors, changes to the articles of association, capital reduction, application for suspension of public offering, removal of director’s
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non-competition restriction, capital increase from earnings, capital increase from reserve, company dissolution, merger, division, or all circumstances in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed under the convening reason with a description of the main contents of the matters, and shall not be proposed as an extraordinary motion. If the shareholder meeting advice has already notified upfront of a full re-election of directors with a specific duty commencement date, then no further changes can be made to the duty commencement date, whether through special motion or otherwise, when re-election is completed during the meeting. Shareholders that own more than 1% of the Company's outstanding shares are entitled to propose motions for discussion in annual general meetings; each shareholder may only propose one motion; proposals above that limit will be excluded from discussion. In addition, the board of directors may not list the proposal from a shareholder in case of any of the circumstances in paragraph 4, Article 172-1 of the Company Act. A shareholder may make a proposal to promote the public interest or social responsibility of the Company. Still, the proposal shall be limited to one proposal only in accordance with Article 172-1 of the Company Act, and any proposal exceeding one shall not be included in the motion. Before the book closure date for the annual general meeting, the Company shall announce the acceptance of shareholders' proposals, the procedures in accepting proposals either in writing or electronic version and the place and time of acceptance. The period of acceptance shall not be less than 10 days. Shareholders shall limit their proposed motions to 300 words only; proposals that exceed 300 words will not be accepted for discussion. Shareholders who have successfully proposed their motions shall attend the annual general meeting in person or through proxy attendance and participate in the discussion. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened. The place of the meeting shall be the place where the Company is located or where it is convenient for the shareholders to attend. The meeting time shall not be before 9 a.m. or after 3 p.m. When the Company holds a video shareholders' meeting, it is not subject to the restrictions on the place of holding the video shareholders' meeting in the preceding Paragraph.
Article 3.
The Company shall state in the meeting notice the time and place of the registration of the shareholders, solicitors and entrusted agents (hereinafter collectively referred to as shareholders), and other matters that should be noted. The time for the shareholder's registration referred to in the preceding paragraph shall be at least 30 minutes before the meeting; the registration office shall be clearly marked, and sufficient qualified personnel shall be sent to handle the registration; for the shareholders' meeting via video conference, registration should be accepted on the video conference platform of the shareholders' meeting 30 minutes before the start of the meeting. Shareholders who have completed the registration process shall be deemed to have attended the shareholders' meeting in person. The Company shall prepare a sign-in book for the attending shareholders to sign in, or the attending shareholders may submit their sign-in cards for signing in. Shareholders who attend the meeting shall be given a copy of the conference handbook, annual report,
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attendance pass, opinion slip, motion ballot, and any materials relevant to the meeting. Prepare additional ballots if the director election is also being held during the meeting. The shareholder himself or his agent shall attend the shareholders' meeting based on the attendance card, sign-in card or other attendance certificates. The Company shall not arbitrarily add other supporting documents to the certification documents based on which the shareholders attend the meeting. The solicitor of the power of attorney for attending the meeting shall carry an identity certificate for verification. Where the shareholder is a government agency or corporate entity, more than one legal representative may attend shareholder meetings on their behalf. Corporate entities that have been designated as proxy attendees can only appoint one representative to attend the shareholder meeting.
If the shareholders' meeting is held by video, shareholders who wish to attend by video shall register with the Company two days before the shareholders' meeting.
If the shareholders' meeting is held by video conference, the Company shall upload the proceedings manual, annual report and other relevant materials to the video conference platform of the shareholders' meeting at least 30 minutes before the meeting, and continue to disclose such materials until the end of the meeting.
Article 3-1 When the Company holds a video shareholders' meeting, the following matters shall be specified in the notice of the shareholders' meeting:
I. Shareholders' participation in video conferences and methods for exercising their rights.
II. The handling of obstacles to the video conferencing platform or participation in video conferences due to natural disasters, incidents or other force majeure circumstances should include at least the following:
(I) If the obstacle persists and cannot be removed, causing the meeting to be adjourned or resumed, the time and date for the meeting, if the meeting should be postponed or resumed.
(II) Shareholders who have not registered to participate in the original shareholders meeting by video conferencing shall not participate in the follow up or resumed meeting.
(III) Where it is not possible to continue a video-assisted conference, after deducting the number of shares attending the shareholders meeting by video, if the total number of shares attending the shareholders meeting reaches the quorum for the shareholders meeting, then the shareholders meeting should continue. The number of shares present shall be included in the total number of shares of shareholders present, and shall be regarded as abstained from all resolutions of the shareholders' meeting.
(IV) The handling method in the event that the results of all the motions have been declared, but no extempore motion has been processed.
III. Hold a video shareholders' meeting, and specify appropriate alternatives to shareholders who have difficulty participating in the video conference. Except for the situations specified in paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least connection equipment and necessary assistance shall be provided to shareholders, and the period during which shareholders may apply to the Company and other relevant matters shall be specified.
Article 4. The number of shares attended is based on the records of the sign-in cards or signature book and the number of shares registered on the video conference platform, plus the number of shares for with voting rights exercised in writing or electronically.
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Article 5. If unable to attend the shareholders' meeting for any reason, a shareholder may appoint a proxy to attend the meeting on his/her behalf by signing the power of attorney printed by the Company and stating the scope of powers authorized to the proxy. In addition to the provisions of the Company Act, the rules for shareholders to attend by proxy shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority. Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholder meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement. Should the shareholder decide to attend shareholder meetings personally or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, vote of the proxy attendee shall prevail. After the power of attorney is delivered to the Company, if the shareholder wishes to attend the shareholders' meeting by video, he/she shall give a written notice to the Company of revocation of the power of attorney two days before the shareholders' meeting; in case of cancellation after the deadline, the voting rights of the proxy present shall prevail.
Article 6. The Chairman of the board shall act as the chairman of the shareholders' meeting. If the Chairman is absent, the Chairman shall designate a director to act as his deputy. When the Chairman does not appoint a deputy, the directors shall elect one among themselves as the deputy.
Article 7. The Company may appoint its designated lawyers, accountants or related personnel to attend the shareholders' meeting as non-voting delegates. The meeting staff of the shareholders' meeting shall wear identification cards or armbands.
Article 8. The Company shall, from the time of the shareholder's registration, continuously audio and video record the process of the shareholder's registration, the process of the meeting and the process of voting and vote counting. The audio and video recording data mentioned above shall be kept for at least one year; however, if any shareholder brings a lawsuit in accordance with Article 189 of the Company Act, the data shall be kept until the end of the lawsuit.
Where the shareholders' meeting is held by video, the Company shall keep records of the registration, recording, check-in, questioning, voting and vote counting results of the shareholders, and continuously record by audio and video the whole process of the video meeting.
The information and audio and video recordings referred to in the preceding Paragraph shall be properly kept by the Company during its existence, and the audio and video recordings shall be provided to those entrusted to handle video conference affairs for preservation.
If the shareholders' meeting is held by video, the Company shall record by audio and video the background operation interface of the video conference platform.
Article 9. The chairman shall call the meeting to order at the specified meeting time if the shareholders present represent more than half of the total number of issued shares and at the same time announce relevant information such as the number of non-voting rights and the number of shares present. If the meeting time has elapsed and the shareholding of the delegates present is still less than the quorum, the chairman may announce a delay of 30 minutes. If the attending shareholders still do
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not represent one third of the total number of issued shares after two postponements, the chairman shall declare the meeting aborted. If the shareholders' meeting is held via video conference, the Company shall also announce the meeting abortion on the video conference platform of the shareholders' meeting. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act, and all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. If the shareholders' meeting is held via video conference, shareholders who want to attend by video shall re-register with the Company in accordance with Article 3. Before the end of the current meeting, if the number of shares represented by the shareholders attending the meeting reaches more than half of the total number of issued shares, the chairman may re-submit the tentative resolution made to the shareholders' meeting for voting in accordance with Article 174 of the Company Act.
Article 10. If a shareholders' meeting is convened by the board of directors, the Chairman of the board shall act as the meeting chairman; in addition, more than half of the directors of the board of directors and at least one independent director should be present in person, at least one representative of various functional committees should be present, and the attendance should be recorded in the minutes of the shareholders' meeting. The meeting agenda shall be set by the board of directors, and the voting on all the motions (including extempore motions and amendments to the original proposals) shall be conducted on a case by case basis. The meeting shall proceed in the order set in the agenda which may not be changed without a resolution of the shareholders' meeting. The above rule also applies to shareholder meetings convened by any authorized party other than the board of directors. The chairman may not declare the meeting adjourned prior to completion of the meeting agenda (including extempore motions) of the preceding two paragraphs except by a resolution of the shareholders' meeting. If the chairman declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chairman in accordance with statutory procedures, and then continue the meeting based on the agreement of a majority of the votes represented by the attending shareholders.
Article 11. Before making a speech, the attending shareholder must fill in the speaker's slip and the gist of the speech. The speaker's slips shall contain the shareholder's account number and account name, and the order in which shareholders speak will be set by the chairman. Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation of the above.
Article 12. Each shareholder shall not make more than two statements for the same proposals without the chairman's agreement, and each statement shall not exceed five minutes. If the shareholder's speech violates the rules or goes beyond the scope of the proposal, then the chairman may terminate the speech.
Article 13. When a legal person is entrusted to attend the shareholders' meeting, only one representative of the legal person may attend the meeting. Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.
Article 14. After a shareholder has finished speaking, the chairperson may answer the
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shareholder's queries personally or appoint any relevant personnel to do so.
If the shareholders' meeting is held via video conference, shareholders who participate by video may ask questions in text on the video conference platform of the shareholders' meeting after the chairman announces the start of the meeting and before the announcement of the adjournment of the meeting. The number of questions for each proposal shall not exceed two times. The length is limited to 200 characters, and the provisions of Articles 11 to 13 shall not apply.
If the question referred to in the preceding Paragraph does not violate the provisions or does not exceed the scope of the proposal, it is advisable to disclose the question on the video conference platform of the shareholders' meeting for public knowledge.
Article 15. The chairman shall allow ample opportunities during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chairman is of the opinion that a proposal has been discussed sufficiently to put it to the vote, the chairman may announce a cessation of the discussion and call for a vote, and arrange sufficient time for voting.
Article 16. Vote scrutinizing and counting personnel for the voting on a motion shall be appointed by the chairman, provided that all the scrutinizing personnel shall be shareholders of the Company. Motion and election votes are to be counted openly at the shareholder meeting. Results of the vote, including the final tally, shall be announced on-site and recorded in minutes.
When the Company holds a video shareholders' meeting, after the chairman announces the start of the meeting, the shareholders participating by video shall vote on various proposals and election proposals through the video conference platform, and shall complete the voting before the chairman announces the end of the voting. If the time is exceeded, it shall be deemed an abstention.
If the shareholders' meeting is convened by video, the votes shall be counted in one go after the chairman announces the end of voting, and the voting and election results shall be announced.
When the Company holds a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with the provisions of Article 3 but wish to attend the physical shareholders' meeting in person, shall cancel the registration in the same manner as the registration two days before the shareholders' meeting. Those who cancel within the time limit can only attend the shareholders' meeting by video.
Except for extempore motions, those who exercise their voting rights in writing or electronically but do not revoke their expression of intention and participate in the shareholders' meeting by video shall not exercise their voting rights on the original motion, propose amendments to the original motion, or exercise their voting rights on the amendments to the original motion.
Article 17. When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the shareholder meeting is unable to conclude all scheduled motions (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location. Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of The Company Act.
Article 18. Unless otherwise provided by the law, a proposal shall be approved with the consent of more than half of the voting rights of the shareholders present. When voting, the
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chairman or his designated personnel shall announce the total number of voting rights of the shareholders present, and the shareholders shall then vote on the proposals one by one. The results of shareholders' consent, objection and waiver shall be entered on the MOPS on the same day after the shareholders' meeting.
Article 19. When there is an amendment or replacement to a proposal, the chairman shall determine the order of voting together with that of the original proposal. If one of the proposals is approved, the other proposals shall be deemed to be rejected and no more voting shall be needed.
Article 20. The chairman may command the picket (or security personnel) to assist in maintaining the order of the meeting venue. When assisting in maintaining order, the picket or security personnel shall wear an armband or identification card with the word "picket". The chairperson may stop anyone who attempts to speak using instruments that are not provided by the Company. The chairperson may instruct picketers or security staff to remove shareholders who continue to violate conference rules despite being warned.
Article 21. Each shareholder has one voting right per share, except in the circumstances specified in Subparagraph 3, Article 157 of the Company Act.
Under any of the following circumstances, the shareholder's shares have no voting rights:
I. The Company's own shares legally held by it.
II. The total number of issued voting shares held, or the shares of the controlling company held by a subsidiary company with more than half of the total capital held by the controlling company.
III. The total number of issued voting shares of the Company held directly or indirectly by the controlling company and its subordinate companies, or the shares of the controlling company and its subordinate companies held by the Company in which the controlling company holds over half of its total capital.
The Company must give shareholders the option to exercise voting rights in writing or using the electronic method during shareholder meetings. Instructions for exercising voting rights in writing or through electronic means must be stated clearly on the meeting advice. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholder meetings in person. However, they are considered to have waived their rights to participate in any special motion or any amendment to the original discussion that may arise during the shareholder meeting. For this reason, the Company should avoid proposing special motions or amendments to the original motion where possible. Instructions to exercise written and electronic votes must be delivered to the Company at least 2 days before the shareholder meeting. In the event of duplicate submissions, the earliest submission shall be taken into record. However, this excludes situations where a proper declaration is issued to withdraw the previous arrangement. After the shareholder exercises the voting right in writing or by electronic means, if he wants to attend the shareholders' meeting in person or by video, he shall make a revocation of the intention previously delivered in the same manner as the revocation of the voting intention in the previous paragraph two days before the shareholders' meeting; if the revocation is made after the deadline, the voting right exercised in writing or by electronic means shall prevail. If the voting right is exercised in writing or by electronic means and the agent entrusted via a power of attorney is present at the shareholders' meeting, the voting right of the entrusted agent shall prevail.
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Article 22. Shareholders who have their own interests in a motion of the meeting which may be harmful to the interests of the Company shall not participate in the voting, and shall not exercise the voting rights on behalf of other shareholders. The number of shares held by shareholders who are not permitted to vote shall be excluded from total voting rights represented in the meeting. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
Article 23. Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. Preparation and distribution of meeting minutes can be made in electronic form. The Company may disseminate meeting minutes by announcing details over MOPS. The minutes shall detail the date and venue of the meeting, the chairperson's name, the method of resolution, the proceeding and voting results of various motions (including statistical weight). If the director election is held during the meeting, the minutes shall disclose the number of votes received by each candidate. Minutes shall be retained for as long as the Company exists. When there is an election of directors at the shareholders' meeting, it shall be handled in accordance with the relevant election rules prescribed by the Company, and the election results shall be announced on the spot. Including the list of elected directors and the final tally, and a list of those who are not elected and the number of shares they have. All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
Where a shareholders' meeting is held by video, in addition to the items to be recorded in accordance with the preceding Paragraph, the minutes shall also record the beginning and end time of the shareholders' meeting, the method of holding the meeting, the name of the chairman and the minute taker, as well as the handling methods and circumstances in case of obstacles to the video conference platform or participation by video due to natural disasters, incidents or other force majeure.
In convening a shareholders' meeting by video, the Company shall, in addition to the provisions of the preceding Paragraph, specify in the minutes the alternative measures provided to shareholders who have difficulties in participating in the shareholders' meeting by video.
Article 24. The Company shall clearly disclose in the meeting venue and in the prescribed format the number of shares acquired by solicitors and the number of shares represented by entrusted agents on the day of the meeting; if the shareholders' meeting is held by video, the Company shall upload the information above to the video conference platform of the video shareholders' meeting at least 30 minutes before the meeting, and continue to disclose it until the end of the meeting.
If the Company holds a video shareholders' meeting, when the meeting is called to order, the total number of the shares of shareholders attending the meeting shall be disclosed on the video conference platform. The same requirement shall apply if the total number of shares and voting rights of shareholders attending the meeting are otherwise counted at the meeting. The Company must disclose on MOPS in a timely manner any shareholder meeting resolutions that constitute material information as
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defined by law or the rules of Taiwan Stock Exchange Corporation (or Taipei Exchange).
Article 25. In the event of an air raid drill during the meeting, the meeting shall be suspended and evacuated and shall continue after the end of the drill.
Article 26. If the shareholders' meeting is held by video, the Company shall immediately disclose the voting results of various proposals and election results on the video conference platform of the shareholders' meeting after the voting is completed, and shall continue to disclose them for at least 15 minutes after the chairman announces the adjournment of the meeting.
Article 27. When the Company holds a video shareholders' meeting, the chairman and the minute taker shall be in the same domestic place, and the chairman shall announce the address of the place at the meeting.
Article 28. If the shareholders' meeting is held by video, the Company may provide shareholders with a simple connection test before the meeting, and provide relevant services immediately before and during the meeting to assist in dealing with technical problems of communication.
If the shareholders' meeting is held by video, when announcing the meeting, the chairman shall separately announce that unless the meeting is not required to be postponed or continued as stipulated in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if there is an obstacle to the video conference platform or participation in the form of video conference which lasts for more than 30 minutes due to natural disasters, events or other force majeure before the chairman announces the adjournment of the meeting, the date of the meeting shall be postponed or resumed within 5 days, and the provisions of Article 182 of the Company Act shall not apply.
In the event of a postponed or resumed meeting referred to in the preceding Paragraph, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the postponed or resumed meeting.
If the meeting should be postponed or resumed in accordance with Paragraph 2, and the shareholders who have registered to participate in the original shareholders' meeting by video and have completed their registration have not participated in the postponed or resumed meeting, the number of shares attended, voting rights exercised and voting rights at the original shareholders' meeting shall be included in the total number of shares, voting rights exercised and voting rights of shareholders attending the postponed or resumed meeting.
When conducting the postponed or resumed shareholders' meeting in accordance with Paragraph 2, there is no need to re-discuss or re-adopt a resolution on the proposals for which the voting and vote counting have been completed and the voting results or the list of elected directors and supervisors has been announced.
When the Company holds a video assisted shareholders' meeting, if it is impossible to resume the video meeting due to circumstances in Paragraph 2, but the total number of shares present at the shareholders' meeting meets the quorum of the shareholders' meeting after deducting the number of shares attending the shareholders' meeting by video, the shareholders' meeting shall continue without postponement or resumption of the meeting in accordance with Paragraph 2.
In the event that the meeting should be continued in accordance with the preceding Paragraph, the number of shares of the shareholders participating in the shareholders' meeting by video shall be included in the total number of shares represented by shareholders, but shall be deemed to have abstained from all proposals in the
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shareholders' meeting.
When the Company postpones or resumes the meeting in accordance with Paragraph 2, it shall handle relevant pre-processing operations in accordance with the provisions of Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies in accordance with the date of the original shareholders' meeting and the provisions of the Article.
Based on the latter section of Article 12 and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Paragraph 2, Article 44-5, Article 44-15, and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall follow Paragraph 2 regarding the date for postponement or resumption of the meeting.
Article 29. When the Company convenes a shareholders' meeting via video conference, appropriate alternative measures shall be specified for shareholders who have difficulties in participating in the shareholders' meeting by video. Except for the situations specified in paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least connection equipment and necessary assistance shall be provided to shareholders, and the period during which shareholders may apply to the Company and other relevant matters shall be specified.
Article 30. These rules shall come into force after being approved by the general shareholders' meeting, and the same shall apply when they are amended.
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Appendix III(Before Amendment)
Chant Sincere Co., Ltd.
Rules for Election of Directors
Article 1: The election of the Company’s directors shall be conducted in accordance with these Procedures.
Article 2: The cumulative voting method shall be adopted for the election of the Company’s directors. When electing directors, each share carries voting rights equal to the number of directors being elected, and those rights may be cast in a single block or distributed among multiple candidates.
Article 3: At the time of ballot opening, the chair shall appoint a number of personnel for vote monitoring, counting, and recording.
Article 4: The ballots shall be prepared by the Board of Directors and must include the shareholder’s name, account number, and number of shares.
Article 5: The voter shall fill in the name, shareholder account number or identification number, and the number of voting rights for the candidate in the designated field.
Article 6: The Company shall adopt a candidate nomination system for its directors, with directors elected at the shareholders’ meeting from among a list of candidates. The election shall be conducted based on the number of directors stipulated in the Company’s Articles of Incorporation, and candidates shall be elected in order of the number of voting rights represented by the ballots they receive. The ballots for directors – both independent and non-independent – are counted and elected separately.
Article 7: In the election, as specified in the preceding paragraph, when there are two or more candidates have votes representing the same number of shares and the number of successful candidates has exceeded the quota, lots shall be drawn by the chair to determine the final director elect.
Article 8: A ballot is invalid under any of the following circumstances:
(I) Failure to use the ballots as stipulated in Article 4.
(II) A blank ballot is placed in the ballot box.
(III) The number of nominated candidates exceeds the required number of seats.
(IV) Other words or marks are entered in addition to the candidate's name, shareholder account number (identity document number), and the number of voting rights
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allocated.
(V) The writing is unclear or cannot be identified for other reasons.
(VI) If the name of the entered candidate is that of a shareholder but does not match the shareholder register, or if the candidate is not a shareholder but the name and identity document number do not match.
(VII) The candidate's name is identical to that of another shareholder without a clearly identifiable shareholder account number or identification number, the ballot is invalid.
Article 9: The ballots shall be counted immediately after voting, and the results shall be announced on the spot by the chair, including the list of elected directors and their vote counts.
Article 10: All ballots used in the election specified in the preceding article shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 11: Matters not covered in these Procedures shall be governed by the Company Act, the Company's Articles of Incorporation, and other applicable laws and regulations.
Article 12: These Procedures shall come into force after being approved by the general shareholders' meeting, and the same shall apply when they are amended.
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Appendix IV
Chant Sincere Co., Ltd.
Directors' Shareholdings
The base date is the book-close date of the general shareholders' meeting on March 29, 2026.
I. The minimum shareholding to be held by all directors and the detailed list of the shareholdings per the shareholder register.
| Position | Minimum shareholding | Shareholding per the shareholder register |
|---|---|---|
| Directors | 6,578,873 | 10,921,979 |
II. Details of the shareholdings of directors
| Position | Name | Shareholding per the shareholder register |
|---|---|---|
| Chairman | Lien-Hsi Wu | 4,381,577 |
| Directors | Ting-Ting Shih | 1,368,054 |
| Directors | Wu-Hsiung Chen | 1,173,194 |
| Directors | Chia-Hsiang Wu | 1,681,380 |
| Directors | Chun-Wei Wu | 2,317,774 |
| Subtotal | 10,921,979 | |
| Independent directors | Ming-Lei Chang | 0 |
| Independent directors | Yin-Tien Wang | 0 |
| Independent directors | Chang-Lin Chan | 0 |
| Independent directors | Chen-Chien Hsu | 0 |
| Subtotal | 0 | |
| Total | 10,921,979 |
Note: The shareholdings of all directors have reached the legal percentage.
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