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CSG — AGM Information 2026
May 22, 2026
51821_rns_2026-05-22_3e036db1-983d-4286-be9e-11819215f7e7.pdf
AGM Information
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CS GROUP
INVESTMENT HOLDING LIMITED
STOCK CODE : 1463
ANNUAL SHAREHOLDERS' MEETING OF 2026 MEETING HANDBOOK
No. 126, Dagong Road, Dayuan District, Taoyuan City
(Conference room of the Company's Dayuan Factory)
June 24th, 2026
FKA : Chyang Sheng Texing Co., Ltd. / Chyang Sheng Dyeing & Finishing Co., Ltd.
[This English translation is provided for reference only. In the event of any discrepancy or inconsistency between the English and Chinese versions, the Chinese version shall prevail.]
Table of Contents
- 2026 Annual General Meeting Procedures ... 1
- 2026 Annual General Meeting Agenda ... 2
- Reporting Items ... 3
- Matters for Ratification ... 4
- Extraordinary Motions ... 6
- Adjournment ... 6
- Exhibits ... 7
I. Business Report of the Company for Fiscal Year 2025 ... 8
II. Review Report of the Audit Committee for Fiscal Year 2025. ... 19
III. Financial Statements of the Company for Fiscal Year 2025 (including Consolidated Financial Statements) ... 20 - Appendices ... 37
I. Articles of Incorporation ... 38
II. Rules of Procedure for Shareholders' Meetings ... 44
III. Directors' Shareholdings ... 58
IV. Impact of the Bonus Share Distribution on the Company's Operating Performance and Earnings per Share ... 58
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CS Group Investment Holding Limited
2026 Annual General Meeting Procedures
I. Call the Meeting to Order
II. Chairperson's Opening Remarks
III. Reporting Items
IV. Matters for Ratification
V. Extraordinary Motions
VI. Adjournment
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CS Group Investment Holding Limited
2026 Annual General Meeting Agenda
Time: June 24th, 2026 (Wednesday) 09:00 A.M.
Venue: No. 126, Dagong Road, Dayuan District, Taoyuan City
(Conference room of the Company's Dayuan Factory)
Method: In-person shareholders' meeting
I. Call the Meeting to Order
(report on the number of shares represented by shareholders present)
II. Chairperson's Opening Remarks
III. Reporting Items
(I) Business Report for Fiscal Year 2025.
(II) Review Report of the Audit Committee for Fiscal Year 2025.
(III) Report on the Distribution of Employee Remuneration and Directors' Remuneration for Fiscal Year 2025.
IV. Matters for Ratification
(I) Proposal for ratification of the Company's business report and financial statements for Fiscal Year 2025.
(II) Proposal for ratification of the distribution of earnings of the Company for Fiscal Year 2025.
V. Extraordinary Motions
VI. Adjournment
Reporting Items
Item 1: Business Report for Fiscal Year 2025.
Please refer to pages 8 through 18 of this Handbook (Exhibit 1).
Item 2: Review Report of the Audit Committee for Fiscal Year 2025.
Please refer to page 19 of this Handbook (Exhibit 2).
Item 3: Report on the Distribution of Employee Remuneration and Directors' Remuneration for Fiscal Year 2025.
Description:
I. Pursuant to Article 18 of the Company's Articles of Incorporation, if the Company has profits for the year, it shall allocate no less than 1% of the pre-tax net income as employee remuneration and no more than 3% as directors' remuneration. However, where the Company has accumulated losses, an amount sufficient to offset such losses shall first be reserved, and the employee remuneration and directors' remuneration shall then be allocated in accordance with the foregoing percentages and reported to the shareholders' meeting.
II. The Company's pre-tax profit for Fiscal Year 2025, before deduction of employee remuneration and directors' remuneration, amounted to NT$28,178,394. It is proposed that 1% be allocated as employee remuneration in the amount of NT$281,784 and 3% as directors' remuneration in the amount of NT$845,351. The amounts to be distributed are consistent with the estimated amounts previously accrued as expenses for the year, and both will be paid in cash.
Matters for Ratification
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Item 1:
【Proposed by the Board】
Proposal: Proposal for ratification of the Company's business report and financial statements for Fiscal Year 2025.
Description:
I. The Company's Business Report, standalone financial statements, and consolidated financial statements for fiscal year 2025 have been duly approved by the Board of Directors (hereinafter referred to as the "Board"). The standalone financial statements and consolidated financial statements have also been audited by certified public accountant ("CPA") Yung-Hua Huang and CPA Sheng-Ho Yu of KPMG Taiwan, who have issued an unqualified audit report. The foregoing documents, together with the Business Report, were submitted to the Audit Committee for review, and the Audit Committee has issued a written review report accordingly.
II. The Business Report, financial statements, and Audit Committee Review Report referred to in the preceding paragraph are set out on pages 8 through 36 of this Handbook (Exhibits 1, 2 and 3).
III. Please ratify.
Resolution:
Item 2:
【Proposed by the Board】
Proposal: Proposal for ratification of the distribution of earnings of the Company for Fiscal Year 2025.
Description:
I. The proposed distribution of earnings for fiscal year 2025 is set forth below. The earnings distribution table is attached hereto.
II. The total cash dividends to be distributed to shareholders amount to NT$22,057,065. Based on the shareholders and their respective shareholdings as recorded in the shareholders' register on the ex-dividend record date, a cash dividend of NT$0.1273 per share will be distributed. Cash dividends shall be calculated to the nearest New Taiwan Dollar, with any fractional amounts below NT$1 being disregarded. The aggregate of such fractional amounts shall be adjusted in descending order of fractional amounts and in
ascending order of shareholder account numbers until the total amount of cash dividends to be distributed is fully allocated.
III. The cash dividends proposed for distribution for the current year shall be paid primarily out of the Company's after-tax net income for fiscal year 2025.
IV. Subject to approval by the annual general meeting, the Chairman is authorized to determine the ex-dividend record date, payment date, and other related matters. In the event that any change in the Company's share capital subsequently results in a change in the number of outstanding shares and thereby requires an adjustment to the dividend per share, it is proposed that the Chairman be fully authorized by the annual general meeting to make such adjustments.
V. Please ratify.
CS Group Investment Holding Limited
Statement of Earnings Distribution
FY25
Unit: NTD
| No. | Items | Amount |
|---|---|---|
| 1 | Undistributed earnings at the beginning of the period | 109,719,200 |
| 2 | Add: Net profit after tax for FY25 | 22,876,376 |
| Add: Actuarial gains on defined benefit plans | 2,276,667 | |
| 3 | Less: Disposal of equity instruments at fair value through other comprehensive income or loss | (651,719) |
| 4 | Less: Provision of 10% of legal reserve | (2,450,132) |
| 5 | Earnings available for distribution for the period | 131,770,392 |
| 6 | Less: Cash dividends of NT$0.1273 per share | (22,057,065) |
| 7 | Undistributed earnings at the end of the period | 109,713,327 |
Chairman: Hon Kit Shing CEO: Jeffrey Shee Chee Cheung Head of Accounting: Cheng Yi-Ming
Resolution:
【Extraordinary Motions】
【Adjournment】
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[Exhibits]
【Exhibit 1】Business Report of the Company for Fiscal Year 2025
2025 Business Report
I. 2025 Operating Results:
(I) Business Plan Implementation Results:
At the first meeting of the 15th Board of Directors, the Company elected Mr. Hon Kit Shing as Chairman. It also carried out an organizational restructuring to clarify roles and improve operating efficiency. The Company spun off its dyeing and finishing and real estate management businesses into dedicated subsidiaries to operate independently, thereby strengthening competitiveness and management effectiveness. The spin-off was approved by the Extraordinary General Meeting in December 2025 and by the Ministry of Economic Affairs on February 11, 2026. On the same date, the Company was officially renamed "CS Group Investment Holding Limited."
In 2025, the Company's principal business was woven fabric dyeing and finishing processing. The Company recorded net operating revenue of NT$197,148 thousand for the year. After deducting operating costs of NT$304,813 thousand and operating expenses of NT$68,088 thousand, and adding net non-operating income of NT$202,823 thousand, the Company recorded net profit before tax of NT$27,070 thousand for the year. A comparison of the operating results for the past two years is set out below:
Unit: NTD Thousands
| Year
Item | 2025 | 2024 | Increase
(Decrease)
Amount | Change
Ratio (%) |
| --- | --- | --- | --- | --- |
| Net Operating Revenue | 197,148 | 279,632 | (82,484) | (29.50) |
| Operating Costs | 304,813 | 286,435 | 18,378 | 6.42 |
| Gross Operating Profit | (107,665) | (6,803) | (100,862) | 1,482.61 |
| Operating Expenses | 68,088 | 71,394 | (3,306) | (4.63) |
| Net Operating Profit
(Loss) | (175,753) | (78,197) | (97,556) | 124.76 |
| Non-operating Income
(expenditure) | 202,823 | 617,532 | (414,709) | (67.16) |
| Net Profit Before Tax | 27,070 | 539,335 | (512,265) | (94.98) |
(II) Budget Implementation:
In accordance with the "Guidelines for the Disclosure of Financial Forecasts Information by Public Companies," the Company is not currently required to disclose financial forecast information.
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(III) Analysis of Financial Income and Expenses and Profitability:
Unit: NTD thousands
| Item\Year | 2025 | 2024 | Increase (decrease) | |
|---|---|---|---|---|
| Financial Income and Expenses | Operating Revenue | 197,148 | 279,632 | (82,484) |
| Gross Operating Profit | (107,665) | (6,803) | (100,862) | |
| Interest Income | 1,275 | 1,406 | (131) | |
| Interest Expense | 118 | 94 | 24 | |
| Net Profit After Tax | 22,877 | 539,139 | (516,262) | |
| Profitability | Return on Assets (%) | 0.81 | 19.96 | (19.15) |
| Return on Equity (%) | 0.85 | 21.47 | (20.62) | |
| Ratio of Net Profit Before Tax to Paid-in capital (%) | 1.56 | 31.13 | (29.57) | |
| Net Profit Margin (%) | 11.60 | 192.80 | (181.20) | |
| Earnings Per Share | 0.13 | 3.28 | (3.15) |
(IV) Research and Development Status:
A. Textile Dyeing and Finishing Business
- New Products Developed and Commercialized for Mass Production:
(1) With the increase in the production of eco-friendly yarns, the raw materials used for yarn sizing vary significantly in composition. The Company tracks and screens the yarn types used by each greige fabric mill and selects cost-effective desizing methods to obtain fabrics with good permeability, thereby improving dye uptake and the uniformity of the dyed surface.
(2) For new product development, the Company developed a fabric using Poly yarn as the warp and HCR yarn as the weft, with both the warp and weft containing 19% alkali-soluble fiber. Through the alkali-soluble processing method, the fabric achieves moisture-wicking and quick-drying functions, as well as a resilient, soft quality and hand feel.
(3) For new product development, the Company developed a striped fabric using warp yarn containing 2% Rayon and Poly yarn as the weft. The fabric is treated with C0 durable water repellency. The single-dyed Poly warp yarn presents a dark color, while the Rayon creates a floating white effect, resulting in a two-tone appearance with good visual effect.
(4) For new product development, the Company developed a double-layer fabric using Poly yarn as the warp and 46N mechanical stretch yarn as the weft. The fabric is treated with C0 durable water repellency, and both the warp and
weft are recycled yarns. The 46N weft yarn provides good elasticity and can be used to make comfortable apparel.
(5) The Company plans to introduce and conduct trial production of high light-fastness dye combinations and light-fastness enhancers, which may improve light fastness by more than 0.5 grade and may be applied to products requiring high light fastness.
- Plans for New Product Development and Improvement Projects:
(1) Modify the dip-dyeing program to improve the uniformity of the dyed surface.
(2) Modify the production process for Top*Top two-way stretch fabrics to reduce abnormalities during production.
(3) Re-plan and reconfigure the automatic chemical dispensing system for dip-dyeing machines, and stabilize the reproducibility of dip-dyeing production, so as to improve the efficiency and accuracy of material feeding for dip dyeing.
(4) Develop a new eco-friendly T400 fabric, with elastic fibers used in both the warp and weft yarns.
B. Construction and Development Business
- Strengthen construction management and carefully select quality contractors to ensure construction quality and site safety.
- Closely monitor trends in the real estate market, and collect and compile statistics on land transactions and project launches in various regions in recent years for industry analysis, as the basis for product planning and marketing strategies, with the goal of developing highly competitive products to enhance the sales rate.
II. Summary of the 2026 Business Plan:
(I) Operating Policy:
CSG's vision is to "become a modern, first-class world-class enterprise, and to build a platform for employees' lifelong learning and continuous growth." The Company's key operating policies are as follows:
- Focus on talent and knowledge capital as the core foundation, and build an organization of continuous learning and growth.
- Deepen customer relationships through a service-oriented mindset, and enhance service value and customer engagement.
- Establish a customer value-oriented culture, strengthen team efficiency and execution, and enhance customer trust.
- Balance discipline with a people-oriented approach, and build a sound and competitive corporate culture.
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- Strengthen execution and performance management, and build a high-performance management team.
- Actively develop the construction and development business, prudently evaluate investment locations and market demand, improve product planning and construction quality, enhance brand value, and steadily promote the development and sale of residential and commercial real estate.
While pursuing business growth, the Company also actively fulfills its corporate sustainability responsibilities. In the textile dyeing and finishing business, the Company continues to promote energy conservation, carbon reduction and resource recycling, including improving energy efficiency, optimizing equipment, promoting recycling and reuse, and reducing waste. In the construction and development business, the Company incorporates green building design and energy-saving measures to improve building quality and environmental friendliness, and to move toward the goal of net-zero carbon emissions.
The Company will take into account the three dimensions of economy, society and environment, share value with stakeholders, and establish a long-term, sound and sustainable business model.
(II) Expected Sales Volume:
A. Textile Dyeing and Finishing Business:
The Company's expected sales volume for 2026 is as follows: Dyeing and finishing processing shipments of 14,400 thousand yards, with a shipment amount of NT$302,400 thousand.
B. Construction and Development Business:
Sales of construction projects and revenue recognition upon delivery will be carried out according to the development progress of each individual project, and are expected to continue contributing to operating revenue and profit.
(III) Production and Sales Strategies:
A. Dyeing and Finishing Business:
1. Creating Customer Value
(1) The production line is suitable for products processed on the long-fiber dip-dyeing line, including: general polyester long-fiber woven fabrics, polyester long-fiber warp-and-weft two-way stretch woven fabrics, and long-fiber interwoven fabric series.
(2) Specialty products include:
- Microfiber processed products and high-color-fastness dyeing series.
- Long-fiber fine-denier s20D high density super water-repellent processing.
- "Two-way stretch" fabric series, such as T 100%, T+OP.
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- Poly HCR high-shrinkage elastic polyester fabric series.
(3) Functional processing items include:
- Moisture-wicking processing and moisture-wicking antibacterial processing.
- Research and Development of composite functional processing, including antibacterial, deodorizing, and UV-resistant function.
- Introduction and application of nanoscale processing auxiliaries.
- Fluorine-free (C0) eco-friendly water-repellent processing.
- EN-471 requirements for fluorescent orange and fluorescent yellow.
- Various fabrics have passed TFT functional verification standards for UV resistance, moisture wicking and quick drying.
- Providing Professional Services through Market Segmentation
The long-fiber dip-dyeing line provides customized services to brand customers, with a focus on the Poly series and the advantage of stable quality. The Company applies digital technology to color management, and concentrates on scaled processing of fine-denier, high-density and stretch fabric series. The Company maintains close relationships with major brand customers to satisfy market demand.
- Applying Digital Technology
The Company is fully planning and promoting Productivity 4.0 to pursue further upgrading and transformation.
(1) Establish seamless mechanisms connecting upstream and downstream processes. By obtaining real-time information, the Company aims to achieve rapid material preparation, reduce inventory and ensure delivery schedules based on order requirements.
(2) Integrate ERP, MES and big data analysis mechanisms, and connect reproducible laboratory formulas with on-site process monitoring technologies. This will enable automated formula management and product production history tracking, thereby achieving information transparency and rapid response capabilities on the production line.
(3) Introduce energy-saving dyeing machines and energy-saving stenter machines. Through enhanced equipment automation and intelligent feedback control technologies, the Company aims to achieve smart automation of
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production lines and move toward becoming an intelligent, specialized dyeing and finishing factory.
-
Talent Development
(1) Rotate R&D and technical personnel with on-site personnel, so that they can gain broad exposure to the Company's and factory's operations through job rotation, and develop multi-skilled talent needed for the Company to respond to a more complex and changing future environment.
(2) Assist employees with career planning and provide more opportunities for them to develop their core capabilities. -
Integration of Production Lines Functions and Maintenance and Update of Machinery and Equipment
(1) Review the newly planned production and sales demand, and consolidate production lines by function, so that production equipment on the lines can be centrally utilized and the benefits of the integrated production capacity can be fully realized.
(2) Improve machinery and equipment for energy and water conservation, reduce the dyeing liquor ratio, and lower the consumption of energy and chemical auxiliaries, so as to move toward sustainable and environmentally friendly operations. -
Raw Material Selection and Incoming Inspection
(1) Through the raw material selection program, the Company selects appropriate raw materials or alternative products to improve processing quality and reduce the impact of significant fluctuations in raw material prices.
(2) Through formula standardization, the Company eliminates unsuitable formula combinations. Identical formulas are processed in concentrated batches to promote consistency in quality and reduce waste arising from specification changes.
(3) Incoming raw materials are sampled batch by batch in accordance with applicable requirements and submitted to the inspection team for incoming inspection, so as to strictly control the stability of materials used. -
Total Quality Control
(1) The Company implements the "three noes" quality policy in each manufacturing process: "do not manufacture defective products," "do not accept defective products," and "do not pass on defective products." The Company carries out quality control and quality assurance to provide
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customers with satisfactory products and services.
(2) The Company implements the ISO 9001 quality assurance system to ensure quality consistency and satisfy customer needs.
(3) The Company has established a quality control team responsible for planning quality control activities and conducting quality inspections. Through systematic quality audits, the team assists production units in implementing total quality control.
B. Construction and Development Business
- Product Positioning and Market Strategy
Plan residential and commercial real estate products according to regional market demand, with emphasis on product differentiation and market positioning.
- Quality and Brand Building
Focus on construction quality, construction management and after-sales service to enhance brand reputation and customer satisfaction.
- Project Management and Cost Control
Strengthen project schedule management and cost control to ensure that construction projects are completed on schedule and in accordance with the required quality standards.
- Adoption of Sustainable Building Concepts
Adopt energy-saving designs, green building materials and low-carbon construction methods to reduce environmental impact.
- Digital Management
Gradually introduce project management systems and information technology tools to improve operational efficiency.
III. Future Development Strategies:
To achieve its corporate growth objectives, the Company has transformed into an investment holding company and adjusted its operating model to focus on the management of the Group's major business units. Each subsidiary operates independently based on its respective expertise, so as to maximize operational efficiency and provide the holding company with a more flexible operational management mechanism, thereby enhancing the Company's overall long-term competitiveness.
At the same time, the Company continues to strengthen its internal control, budget management, financial operations and corporate governance mechanisms, and is committed to promoting computerization and digitalization to integrate relevant management processes and further improve its internal control system. By enhancing the professional competencies of its personnel and
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integrating internal and external resource synergies, the Company will be able to effectively improve work efficiency and overall operating performance while achieving business growth.
A. Textile Dyeing and Finishing Business
The Company's business operations continue to be mainly export-oriented processing businesses conducted through cooperation with customers. However, in recent years, in response to changes in the competitive landscape of the international market, major fabric manufacturers have been promoting vertical integration from fabrics to garments, and have even developed their own brands and distribution channels to maintain competitive advantages. As a result, the volume of processing business remaining in Taiwan has been significantly compressed. In response to the drastic changes in the competitive environment of the global textile industry, the Company's short-term and long-term development goals will focus on the following areas:
(I) Continuing to Improve High-Value and Differentiated Products
The Company will achieve differentiation by developing various high value-added materials and will produce various functional fabrics in line with technology and market trends, so as to create greater business opportunities.
(II) Passing GRS Certification and Developing Eco-Friendly Textiles
Many textile manufacturers in Taiwan have already invested in the development of eco-friendly textiles, such as recycled nylon, dope-dyed fibers, bio-based eco-friendly textiles and waterless-dyed textiles. Among them, textiles made from recycled PET bottles have gained strong global recognition. In the future, the development of eco-friendly textiles is expected to receive increasing attention and align with global trends, which will facilitate entry into international production and sales supply chains.
(III) Developing High-End Functional Textiles with a Fashionable Appeal
In recent years, consumers have increasingly favored a lifestyle that "combines sports, work and daily life," resulting in growing demand for high-performance fashionable textiles.
To achieve the development goals set forth above, the Company's long-term strategic development plan will focus on digital transformation, intelligent production and innovative manufacturing processes. The Company will also work with strategic partners to understand brand needs or integrate with garment sales channels for vertical integration. In addition to its existing dyeing and finishing processing business, the Company will further develop business models that can provide dyeing and finishing energy supply and a specialized service-oriented industrial park, so as to fully leverage the circular economy development model of cogeneration and environmental recycling and reuse within Dayuan Industrial Park. For the
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short-term business plan, the Company will focus on concentrated and scaled production of high-color-fastness and high-quality fabrics, such as T100% two-way stretch fabrics, fine-denier lightweight fabrics and high-density fabrics. By combining the stable local mass production supply of domestic upstream Poly eco-friendly raw materials and working with strategic partners to jointly serve brand customers, the Company will continue to promote its development plan for business volume growth.
B. Construction and Development Business
(I) Through market analysis and location assessment, the Company will prudently invest in development projects with growth potential, so as to enhance asset utilization efficiency and return on investment.
(II) The Company will adopt diversified development strategies and flexibly utilize models such as joint construction with unit allocation, co-investment and strategic alliances. By integrating resources from landowners, construction companies and professional teams, the Company aims to reduce development risks and improve capital operation efficiency.
(III) The Company will focus on development projects with policy support and appreciation potential, such as urban renewal, reconstruction of unsafe and old building, and MRT joint development projects. The Company will seize market opportunities driven by urban renewal and public infrastructure development, thereby enhancing land development value and long-term returns.
(IV) The Company will strengthen its full life-cycle management mechanism for development projects, covering all stages including product positioning, planning and design, construction execution, cost control, and completion and delivery, so as to ensure the achievement of project quality, schedule and profitability targets.
(V) The Company will establish comprehensive sales management and capital recovery mechanism. Through cooperation with professional sales agents and channels, the Company will accelerate project sell-through, improve capital turnover efficiency, and manage inventory and market fluctuation risks.
(VI) The Company will incorporate green building, smart building and low-carbon design concepts to enhance product added value and market differentiation, while responding to the trends of energy conservation, carbon reduction, and sustainable development.
(VII) The Company will continue to deepen brand management and customer relationship management, enhance market trust and corporate image, and establish a long-term and stable operational foundation.
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IV. Impact of the External Competitive Environment, Regulatory Environment and Overall Business Environment:
A. Textile Dyeing and Finishing Business
(I) As environmental sustainability continues to evolve, environmental protection regulatory standards have become increasingly stringent. Through engineering improvement projects for the heating system used in the manufacturing process, the Company has completed the replacement of its original coal-fired thermal oil heating system with a new energy system using medium-pressure steam heating and gas boilers, in compliance with the latest "Boiler Air Pollution Emission Standards."
(II) To implement the ZDHC "Zero Discharge of Hazardous Chemicals" environmental standards, the Company has obtained Bluesign® certification and is comprehensively replacing dyes and chemical auxiliaries to comply with Bluesign® standards. The upgrade and improvement of raw materials and chemical auxiliaries have also resulted in increased raw material costs. Going forward, the Company will continue to effectively control variable costs by improving raw material consumption and selecting alternative products.
(III) International brands are placing increasing pressure on suppliers to reduce carbon emissions, and companies must place greater emphasis on supply chain carbon management and development this year. The Company has sent internal seed engineers to receive external training on carbon inventory. Starting with internal carbon inventory, the Company aims to improve data transparency and reliability, and further promote product carbon footprint investigations, as well as classification and calculation, so that certification by an independent third-party certification body may be completed in a timely manner.
(IV) International oil prices have remained at relatively high levels and continue to be subject to a certain degree of volatility, which has further driven up costs related to petrochemical raw materials, energy, logistics and transportation. The dyeing and finishing industry is highly dependent on fuel, steam, electricity and various chemical auxiliaries in its manufacturing processes, and its raw material and energy costs are highly correlated with oil price fluctuations. Therefore, rising oil prices will continue to place pressure on the overall cost structure.
In response to increases raw material and energy costs, as well as more conservative end-market demand under an inflationary environment, the Company will continue to reduce the impact of cost fluctuations on operations by improving production efficiency, controlling raw material procurement and optimizing its product mix, so as to maintain market competitiveness and operational stability.
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B. Construction and Development Business
(I) As building-related regulations, environmental protection requirements and carbon emission standards become increasingly stringent, development projects are subject to higher requirements in areas such as planning and design, review procedures and construction management, resulting in greater challenges in controlling development costs and schedules. The Company will continue to monitor regulatory changes and strengthen its internal professional capabilities and project management mechanisms to reduce the impact of regulatory changes.
(II) The real estate market is affected by interest rate fluctuations, government regulatory policies and the overall economic environment. Market demand and transaction momentum may fluctuate as a result, which may in turn affect sales progress and pricing performance. The Company will prudently evaluate project launch schedules and product positioning, and flexibly adjust its sales strategies to reduce market risks.
(III) As green building and energy conservation and carbon reduction-related regulations continue to be enhanced, construction costs have increased. However, such developments also help improve product quality and market competitiveness. The Company will continue to incorporate green building designs and sustainability concepts, balancing cost control with product differentiation to enhance overall development benefits.
(IV) The construction industry faces challenges such as labor shortages and fluctuations in raw material price, which have a certain impact on construction costs and construction progress. The Company will strengthen construction schedule control, optimize procurement strategies, and maintain long-term cooperative relationships with quality contractors, so as to stabilize construction quality and reduce the risk of cost fluctuations.
Chairman: Hon Kit Shing
Executive: Jeffrey Shee Chee Cheung Head of Accounting: Cheng Yi-Ming
【Exhibit 2】Review Report of the Audit Committee for Fiscal Year 2025.
CS Group Investment Holding Limited
Review Report of the Audit Committee
The Board of Directors has prepared the Company's 2025 financial statements, which have been audited and certified by KPMG Taiwan, together with the earnings distribution proposal and the Business Report. The foregoing documents have been duly reviewed by the Audit Committee, and no discrepancies were found. Accordingly, this report is hereby submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Respectfully submitted for your verification.
To
The Company's 2026 Annual General Meeting
CS Group Investment Holding Limited
Convener of the Audit Committee:
Ma Shu-Zhuang
March 13th, 2026
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【Exhibit 3】Financial Statements of the Company for Fiscal Year 2025
KPMG
公允市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Chyang Sheng Texing Co., Ltd.:
Opinion
We have audited the financial statements of Chyang Sheng Texing Co., Ltd. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public 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 of 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Investments accounted for using equity method
Refer to Note 4(h) "Investment in associates" and 4(i) "Investment in subsidiaries" to the financial statements.
Description of key audit matter:
The real estate development business of Progiant Construction & Development Corporation, a subsidiary accounted for using the equity method, was completed this year and reclassified as properties held for sale. Revenue was recognized this period from the sale of these properties held for sale, which has a significant impact on the subsidiary’s operating results, therefore, the accountant recorded it as the key audit matter.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
For the above key audit matter, specifically regarding the recognition of revenue from the handover of real estate by the real estate development business, our principal audit procedures included: understanding the handover process and obtaining the handover checklist; verifying the transaction parties and prices against the sales contracts, and sampling receipt proofs; reviewing the transfer certificates or handover certificates.
- Impairment of non-financial assets
Please refer to Note 4(m) for “Impairment–nonderivative financial assets”; note 5 for “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”; and note 6(g) for impairment assessment of property, plant and equipment.
Description of key audit matter:
The Company has long been engaged in fabric dyeing and finishing operations. As market conditions continue to change, certain existing equipment may no longer generate sufficient future economic benefits or recoverable amounts due to possible obsolescence or idle production capacity. Therefore, the assessment of long-term non-financial asset impairment is particularly important because it involves significant management judgment and is subject to a high degree of estimation uncertainty. Thus, we have considered it as one of our key audit matters.
Our principal audit procedures included: assessing whether the management had appropriately identified indicators of possible impairment for existing production facilities and other internal or external impairment factors, and whether all assets requiring impairment testing had been comprehensively evaluated; understanding whether the assumptions used by the management in estimating the recoverable amounts and fair values were consistent with the applicable IASs; analyzing the valuation methods used and whether they were appropriately applied; reviewing the valuation reports prepared by external experts engaged by management; as well as evaluating whether the valuation methods, data sources, and key assumptions used in those reports were reasonable.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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.
-
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 auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Huang, Yung-Hua and Yu, Sheng-Ho.
KPMG
Taipei, Taiwan (Republic of China)
March 13, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
23
4
(English Translation of Financial Statements Originally Issued in Chinese)
CHYANG SHENG TEXING CO., LTD.
(formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| Current assets: | Current liabilities: | ||||||||
| 1100 Cash and cash equivalents (note 6(a)) | $ 55,843 | 2 | 97,799 | 3 | 2181 Notes and accounts payable | $ 16,222 | 1 | 26,467 | 1 |
| 1110 Current financial assets at fair value through profit or loss (note 6(b)) | 111,362 | 4 | 191,866 | 7 | 2280 Current lease liabilities (note 6(j)) | 3,255 | - | 1,541 | - |
| 1140 Current contract assets (notes 6(p)) | 7,937 | - | 7,034 | - | 2399 Other current liabilities | 41,314 | 1 | 48,225 | 2 |
| 1170 Notes and accounts receivable, net (notes 6(d) and 7) | 38,656 | 2 | 64,596 | 2 | 60,791 | 2 | 76,233 | 3 | |
| 130X Inventories (note 6(e)) | 6,163 | - | 10,621 | - | Non-Current liabilities: | ||||
| 1476 Other financial assets (note 7) | 44,730 | 2 | 15,069 | 1 | 2570 Deferred income tax liabilities (note 6(m)) | 77,030 | 3 | 77,030 | 3 |
| 1479 Other current assets | 2,536 | - | 5,497 | - | 2580 Non-current lease liabilities (note 6(j)) | 2,630 | - | 1,446 | - |
| 267,227 | 10 | 392,482 | 13 | 2600 Other non-current liabilities | 10,118 | - | 17,687 | - | |
| Non-current assets: | 89,778 | 3 | 96,163 | 3 | |||||
| 1517 Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 496 | - | 496 | - | Total liabilities | ||||
| 1550 Investments accounted for using equity method (note 6(f)) | 1,984,190 | 72 | 1,918,360 | 66 | Equity (notes 6(c), (f), and (n)): | ||||
| 1600 Property, plant and equipment (notes 6(g) and 8) | 349,890 | 13 | 446,346 | 16 | 3110 Ordinary shares | 1,732,684 | 63 | 1,732,684 | 59 |
| 1755 Right-of-use assets (note 6(h)) | 5,821 | - | 2,948 | - | 3200 Capital surplus | 414,531 | 15 | 281,912 | 10 |
| 1760 Investment property, net (notes 6(i) and 8) | 116,822 | 4 | 123,908 | 4 | Retained earnings: | ||||
| 1995 Other non-current assets (notes 6(l) and (m)) | 29,791 | 1 | 36,722 | 1 | 3310 Legal reserve | 262,055 | 10 | 210,743 | 7 |
| 2,487,010 | 90 | 2,528,780 | 87 | 3320 Special reserve | 56,835 | 2 | 56,835 | 2 | |
| 3350 Unappropriated retained earnings | 134,221 | 5 | 524,894 | 18 | |||||
| 453,111 | 17 | 792,472 | 27 | ||||||
| Other equity: | |||||||||
| 3411 Exchange differences on translation of foreign financial statements | (33,402) | (1) | (8,562) | - | |||||
| Unrealized gains or losses from financial assets at fair value through other comprehensive income | 59,458 | 2 | 59,151 | 2 | |||||
| 3500 Treasury shares | (22,714) | (1) | (108,791) | (4) | |||||
| 3,342 | - | (58,202) | (2) | ||||||
| Total equity | 2,603,668 | 95 | 2,748,866 | 94 | |||||
| Total assets | $ 2,754,237 | 100 | 2,921,262 | 100 | Total liabilities and equity | $ 2,754,237 | 100 | 2,921,262 | 100 |
See accompanying notes to financial statements.
5
(English Translation of Financial Statements Originally Issued in Chinese)
CHYANG SHENG TEXING CO., LTD.
(formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, except for earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenues (notes 6(p) and 7) | $ 197,148 | 100 | 279,632 | 100 | |
| 5000 | Operating costs (notes 6(e), (g), (l) and 12) | 304,813 | 155 | 286,435 | 102 |
| Gross loss from operations | (107,665) | (55) | (6,803) | (2) | |
| Operating expenses (notes 6(d), (g), (l), (q) and 12): | |||||
| 6100 | Selling expenses | 4,756 | 2 | 8,225 | 3 |
| 6200 | Administrative expenses | 57,975 | 29 | 53,744 | 19 |
| 6300 | Research and development expenses | 5,403 | 3 | 9,419 | 4 |
| 6450 | Impairment loss (reversal of impairment loss) | (46) | - | 6 | - |
| 68,088 | 34 | 71,394 | 26 | ||
| Net operating loss | (175,753) | (89) | (78,197) | (28) | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (note 6(r)) | 1,275 | 1 | 1,406 | - |
| 7010 | Other income (notes 6(k), (r) and 7) | 55,125 | 28 | 51,800 | 19 |
| 7020 | Other gains and losses (note 6(s)) | (3,753) | (2) | (9,101) | (3) |
| 7375 | Share of profit of subsidiaries and associates accounted for using equity method (note 6(f)) | 150,294 | 76 | 573,521 | 205 |
| 7510 | Interest expense (note 6(j)) | (118) | - | (94) | - |
| 202,823 | 103 | 617,532 | 221 | ||
| Profit before income tax | 27,070 | 14 | 539,335 | 193 | |
| 7951 | Less: income tax expenses (note 6(m)) | 4,193 | 2 | 196 | - |
| Profit | 22,877 | 12 | 539,139 | 193 | |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Gains on remeasurements of defined benefit plans (note 6(l)) | 2,277 | 1 | 4,032 | 1 |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | - | - | (1,260) | - |
| 8330 | Share of other comprehensive income of subsidiaries, associates, and joint venture accounted for using equity method | (745) | - | (4,500) | (2) |
| Items that may not be reclassified subsequently to profit or loss | 1,532 | 1 | (1,728) | (1) | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation | (24,840) | (13) | 20,388 | 7 |
| Items that may be reclassified subsequently to profit or loss | (24,840) | (13) | 20,388 | 7 | |
| 8300 | Other comprehensive income (after tax) | (23,308) | (12) | 18,660 | 6 |
| Comprehensive (loss) income | $ (431) | - | 557,799 | 199 | |
| Basic earnings per share (NT dollars) (note 6(o)) | $ | 0.13 | 3.28 | ||
| Diluted earnings per share (NT dollars) (note 6(o)) | $ | 0.13 | 3.27 |
See accompanying notes to financial statements.
6
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
CHYANG SHENG TEXING CO., LTD.
(formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Ordinary shares | Capital surplus | Retained earnings | Other equity | Treasury shares | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gain (losses) from financial assets measured at fair value through other comprehensive income | ||||||
| Balance at January 1, 2024 | $ 1,732,684 | 277,476 | 199,926 | 56,835 | 109,228 | (28,950) | 34,857 | (108,791) | 2,273,265 | |
| Profit for the year ended December 31, 2024 | - | - | - | - | 539,139 | - | - | - | 539,139 | |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 4,032 | 20,388 | (5,760) | - | 18,660 | |
| Comprehensive income for the year ended December 31, 2024 | - | - | - | - | 543,171 | 20,388 | (5,760) | - | 557,799 | |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve | - | - | 10,817 | - | (10,817) | - | - | - | - | |
| Cash dividends on ordinary shares | - | - | - | - | (86,634) | - | - | - | (86,634) | |
| Non-proportional investment in investee's increase in capital | - | 4,436 | - | - | - | - | - | - | 4,436 | |
| Changes in ownership interests in subsidiaries | - | - | - | - | (27,106) | - | 27,106 | - | - | |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (2,948) | - | 2,948 | - | - | |
| Balance on December 31, 2024 | 1,732,684 | 281,912 | 210,743 | 56,835 | 524,894 | (8,562) | 59,151 | (108,791) | 2,748,866 | |
| Profit for the year ended December 31, 2025 | - | - | - | - | 22,877 | - | - | - | 22,877 | |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | 2,277 | (24,840) | (745) | - | (23,308) | |
| Comprehensive income for the year ended December 31, 2025 | - | - | - | - | 25,154 | (24,840) | (745) | - | (431) | |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve | - | - | 51,312 | - | (51,312) | - | - | - | - | |
| Cash dividends on ordinary shares | - | - | - | - | (363,864) | - | - | - | (363,864) | |
| Disposal of company's share by subsidiaries recognized as treasury share transactions | - | 129,098 | - | - | - | - | - | 86,077 | 215,175 | |
| Non-proportional investment in investee's increase in capital | - | 3,521 | - | - | - | - | - | - | 3,521 | |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (651) | - | 1,052 | - | 401 | |
| Balance on December 31, 2025 | $ 1,732,684 | 414,531 | 262,055 | 56,835 | 134,221 | (33,402) | 59,458 | (22,714) | 2,603,668 |
See accompanying notes to financial statements.
7
(English Translation of Financial Statements Originally Issued in Chinese)
CHYANG SHENG TEXING CO., LTD.
(formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 27,070 | 539,335 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 38,154 | 45,470 |
| Expected credit loss (gain) | (46) | 6 |
| Interest expense | 118 | 94 |
| Interest income | (1,275) | (1,406) |
| Dividend income | (5,374) | (6,682) |
| Share of profit of subsidiaries and associates for using equity method | (150,294) | (573,521) |
| (Loss) gain on disposal of property, plan and equipment | (313) | 4,783 |
| (Loss) gain of financial assets at fair value through profit or loss | (16,609) | 17,573 |
| Gain (loss) from disposal investments | 20,650 | (13,152) |
| Impairment loss on non-financial assets | 77,094 | - |
| Loss on inventory valuation and obsolescence | - | 4,041 |
| Total adjustments to reconcile profit (loss) | (37,895) | (522,794) |
| Changes in operating assets and liabilities: | ||
| Financial assets at fair value through profit or loss | 76,463 | (12,219) |
| Contract assets | (903) | 6,867 |
| Notes and accounts receivable | 25,986 | (3,270) |
| Inventories | 4,458 | 5,440 |
| Other financial assets and current assets | (27,546) | (4,153) |
| Non-current assets | 9,445 | (1,640) |
| Notes and accounts payable | (10,245) | (15,235) |
| Other financial liabilities and current liabilities | (10,966) | (11,268) |
| Other non-current liabilities | (7,353) | (7,647) |
| Total changes in operating assets and liabilities | 59,339 | (43,125) |
| Total adjustments | 21,444 | (565,919) |
| Cash inflow (outflow) generated from operations | 48,514 | (26,584) |
| Interest received | 1,275 | 1,406 |
| Dividends received | 5,374 | 6,682 |
| Interest paid | (118) | (94) |
| Income taxes paid | - | (904) |
| Net cash flows from (used in) operating activities | 55,045 | (19,494) |
| Cash flows from (used in) investing activities: | ||
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 401 | - |
| Acquisition of investments accounted for using equity method | (1,000) | (5,200) |
| Dividends received from investments accounted for using equity method | 278,575 | 107,434 |
| Acquisition of property, plant and equipment | (8,406) | (30,902) |
| Proceeds from disposal of property, plant and equipment | 987 | 5,505 |
| Refundable deposits and other assets | (900) | 1,343 |
| Net cash flows from investing activities | 269,657 | 78,180 |
| Cash flows from (used in) financing activities: | ||
| Decrease in guarantee deposits received | (216) | - |
| Payment of lease liabilities | (2,578) | (1,504) |
| Cash dividends paid | (363,864) | (86,634) |
| Net cash flows used in financing activities | (366,658) | (88,138) |
| Net decrease in cash and cash equivalents | (41,956) | (29,452) |
| Cash and cash equivalents at beginning of period | 97,799 | 127,251 |
| Cash and cash equivalents at end of period | $ 55,843 | 97,799 |
See accompanying notes to financial statements.
27
3
Representation Letter
The entities that are required to be included in the combined financial statements of CHYANG SHENG TEXING CO., LTD. as of and for the year ended December 31, 2025 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10, "Consolidated Financial Statements." endorsed by the Financial Supervisory Commission of the Republic of China. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, CHYANG SHENG TEXING CO., LTD. and Subsidiaries do not prepare a separate set of combined financial statements.
Company name: CHYANG SHENG TEXING CO., LTD.
Chairman: Hon Kit Shing
Date: March 13, 2026
28
KPMG
多快速索群合作計算子答題
KPMG
台中市407059西屯區文心路二段201號7樓
7F, No.201, Sec.2, Wenxin Road,
Taichung City 407059, Taiwan (R.O.C.)
電話 Tel +886 4 2415 9168
傳真 Fax +886 4 2259 0196
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Chyang Sheng Texing Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Chyang Sheng Texing Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue recognition
Refer to Note 4(n) “Revenue recognition” to the consolidated financial statements.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
4-1
Description of the key audit matter:
The Group engaged in real estate sales business. Revenue was recognized this period from the sale of these properties held for sale, which has a significant impact on the Group's operating results, therefore, the accountant recorded it as the key audit matter.
Our principal audit procedures included: understanding the handover process and obtaining the handover checklist; verifying the transaction parties and prices against the sales contracts, and sampling receipt proofs; reviewing the transfer certificates or handover certificates.
- Impairment of non-financial assets
Please refer to Note 4(m) for “Impairment–nonderivative financial assets”; note 5 for “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”; and note 6(h) for impairment assessment of property, plant and equipment.
Description of the key audit matter:
Chyang Sheng Texing Co., Ltd. has long been engaged in fabric dyeing and finishing operations. As market conditions continue to change, certain existing equipment may no longer generate sufficient future economic benefits or recoverable amounts due to possible obsolescence or idle production capacity. Therefore, the assessment of long-term non-financial asset impairment is particularly important because it involves significant management judgment and is subject to a high degree of estimation uncertainty. Thus, we have considered it as one of our key audit matters.
Our principal audit procedures included: assessing whether the management had appropriately identified indicators of possible impairment for existing production facilities and other internal or external impairment factors, and whether all assets requiring impairment testing had been comprehensively evaluated; understanding whether the assumptions used by the management in estimating the recoverable amounts and fair values were consistent with the applicable IASs; analyzing the valuation methods used and whether they were appropriately applied; reviewing the valuation reports prepared by external experts engaged by management; as well as evaluating whether the valuation methods, data sources, and key assumptions used in those reports were reasonable.
Other Matter
Chyang Sheng Texing Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the 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 are responsible for overseeing the Group's financial reporting process.
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KPMG
4-2
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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 auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause 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.
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KPMG
4-3
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 auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Huang, Yung-Hua and Yu, Sheng-Ho.
KPMG
Taipei, Taiwan (Republic of China)
March 13, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
32
5
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHYANG SHENG TEXING CO., LTD. AND SUBSIDIARIES
(formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 833,253 | 27 | 799,485 | 23 | 2130 | Current contract liabilities (notes 6(e), (q), and 9) | $ 131,135 | 4 | 363,686 | 10 |
| 1110 | Current financial assets at fair value through profit or loss (note 6(b)) | 452,306 | 14 | 655,357 | 18 | 2171 | Notes and accounts payable | 71,164 | 2 | 116,223 | 3 |
| 1140 | Current contract assets (note 6(q)) | 7,937 | - | 7,034 | - | 2305 | Other financial liabilities | 46,614 | 2 | 84,994 | 2 |
| 1170 | Notes and accounts receivable, net (including related parties) (notes 6(d), (q) and 7) | 39,169 | 1 | 140,118 | 4 | 2399 | Other current liabilities (note 6(k)) | 36,064 | 1 | 30,234 | 1 |
| 130X | Inventories (note 6(e)) | 437,590 | 14 | 616,071 | 17 | 284,977 | 9 | 595,137 | 16 | ||
| 1476 | Other financial assets (notes 7 and 8) | 178,504 | 6 | 73,255 | 2 | Non-Current liabilities: | |||||
| 1479 | Other current assets | 6,134 | - | 10,927 | - | 2570 | Deferred income tax liabilities (note 6(n)) | 107,303 | 4 | 99,219 | 3 |
| 1,954,893 | 62 | 2,302,247 | 64 | 2670 | Other non-current liabilities (note 6(i)) | 12,748 | - | 19,134 | - | ||
| Non-current assets: | 120,051 | 4 | 118,353 | 3 | |||||||
| 1510 | Non-current financial assets at fair value through profit or loss (note 6(b)) | 6,824 | - | 7,583 | - | Total liabilities | 405,028 | 13 | 713,490 | 19 | |
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 176,223 | 6 | 176,410 | 5 | Equity attributable to owners of parent (note 6(o)): | |||||
| 1551 | Investments accounted for using equity method (note 6(f)) | 465,723 | 15 | 450,458 | 13 | 3110 | Ordinary shares | 1,732,684 | 55 | 1,732,684 | 48 |
| 1600 | Property, plant and equipment (notes 6(h) and 8) | 349,890 | 11 | 446,346 | 13 | 3200 | Capital surplus | 414,531 | 13 | 281,912 | 8 |
| 1760 | Investment property, net (notes 6(j) and 8) | 116,822 | 4 | 123,908 | 3 | Retained earnings: | |||||
| 1840 | Deferred income tax assets (note 6(n)) | 1,599 | - | 2,174 | - | 3310 | Legal reserve | 262,055 | 9 | 210,743 | 6 |
| 1995 | Other non-current assets (notes 6(i), (m), and 9) | 64,533 | 2 | 68,778 | 2 | 3320 | Special reserve | 56,835 | 2 | 56,835 | 2 |
| 1,181,614 | 38 | 1,275,657 | 36 | 3350 | Unappropriated retained earnings | 134,221 | 4 | 524,894 | 15 | ||
| 453,111 | 15 | 792,472 | 23 | ||||||||
| Other equity: | |||||||||||
| 3411 | Exchange differences on translation of foreign financial statements | (33,402) | (1) | (8,562) | - | ||||||
| 3420 | Unrealized gains or losses from financial assets at fair value through other comprehensive income | 59,458 | 2 | 59,151 | 2 | ||||||
| 26,056 | 1 | 50,589 | 2 | ||||||||
| 3500 | Treasury shares | (22,714) | (1) | (108,791) | (3) | ||||||
| Equity attributable to owners of parent | 2,603,668 | 83 | 2,748,866 | 78 | |||||||
| 36XX | Non-controlling interests (note 6(g)) | 127,811 | 4 | 115,548 | 3 | ||||||
| Total equity | 2,731,479 | 87 | 2,864,414 | 81 | |||||||
| Total assets | $ 3,136,507 | 100 | 3,577,904 | 100 | Total liabilities and equity | $ 3,136,507 | 100 | 3,577,904 | 100 |
See accompanying notes to financial statements.
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHYANG SHENG TEXING CO., LTD. AND SUBSIDIARIES
(formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, except for earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating revenues (notes 6(q) and 7) | $ 796,486 | 100 | 643,160 | 100 |
| 5000 | Operating costs (notes 6(e), (h), (m) and 12) | 709,134 | 89 | 532,337 | 83 |
| Gross profit from operations | 87,352 | 11 | 110,823 | 17 | |
| Operating expenses (notes 6(d), (k), (m), (r) and 12): | |||||
| 6100 | Selling expenses | 6,844 | 1 | 9,571 | 1 |
| 6200 | Administrative expenses | 79,492 | 10 | 77,773 | 12 |
| 6300 | Research and development expenses | 5,403 | 1 | 9,420 | 2 |
| 6450 | Impairment loss (reversal of impairment loss) | (46) | - | 6 | - |
| 91,693 | 12 | 96,770 | 15 | ||
| Net operating income (loss) | (4,341) | (1) | 14,053 | 2 | |
| Non-operating income and expenses: | |||||
| 7010 | Other income (notes 6(l), (s) and 7) | 81,837 | 10 | 84,379 | 13 |
| 7020 | Other gains and losses (note 6(t)) | (35,169) | (4) | 417,297 | 65 |
| 7060 | Share of profit of associates accounted for using equity method (note 6(f)) | 59,725 | 8 | 64,365 | 10 |
| 7100 | Interest income (note 6(s)) | 11,529 | 1 | 4,476 | 1 |
| 7510 | Interest expense (note 6(k)) | (2,218) | - | (7,597) | (1) |
| 115,704 | 15 | 562,920 | 88 | ||
| 7900 | Profit before income tax | 111,363 | 14 | 576,973 | 90 |
| 7950 | Less: income tax expenses (note 6(o)) | 61,756 | 8 | 22,114 | 4 |
| Profit | 49,607 | 6 | 554,859 | 86 | |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Gains on remeasurements of defined benefit plans (note 6(m)) | 2,277 | - | 4,032 | 1 |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (890) | - | (5,760) | (1) |
| Items that may not be reclassified subsequently to profit or loss | 1,387 | - | (1,728) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation | (24,840) | (3) | 20,388 | 3 |
| 8300 | Other comprehensive income (after tax) | (23,453) | (3) | 18,660 | 3 |
| Comprehensive income | $ 26,154 | 3 | 573,519 | 89 | |
| Profit attributable to: | |||||
| Owners of parent | $ 22,877 | 3 | 539,139 | 84 | |
| Non-controlling interests | 26,730 | 3 | 15,720 | 2 | |
| $ 49,607 | 6 | 554,859 | 86 | ||
| Comprehensive income (loss) attributable to: | |||||
| Owners of parent | $ (431) | - | 557,799 | 87 | |
| Non-controlling interests | 26,585 | 3 | 15,720 | 2 | |
| $ 26,154 | 3 | 573,519 | 89 | ||
| Basic earnings per share (NT dollars) (note 6(q)) | $ | 0.13 | 3.28 | ||
| Diluted earnings per share (NT dollars) (note 6(q)) | $ | 0.13 | 3.27 |
See accompanying notes to financial statements.
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHYANG SHENG TEXING CO., LTD. AND SUBSIDIARIES
(formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity | ||||||||||
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gain (losses) from financial assets measured at fair value through other comprehensive income | Treasury shares | Total equity attributable to owners of parent | Non-controlling interests | Total equity | |
| Balance at January 1, 2024 | $ 1,732,684 | 277,476 | 199,926 | 56,835 | 109,228 | (28,950) | 34,857 | (108,791) | 2,273,265 | 104,943 | 2,378,208 |
| Profit for the year ended December 31, 2024 | - | - | - | - | 539,139 | - | - | - | 539,139 | 15,720 | 554,859 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 4,032 | 20,388 | (5,760) | - | 18,660 | - | 18,660 |
| Comprehensive income for the year ended December 31, 2024 | - | - | - | - | 543,171 | 20,388 | (5,760) | - | 557,799 | 15,720 | 573,519 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | - | - | 10,817 | - | (10,817) | - | - | - | - | - | - |
| Cash dividends on ordinary shares | - | - | - | - | (86,634) | - | - | - | (86,634) | - | (86,634) |
| Subsidiary distributes dividends to non-controlling interests | - | - | - | - | - | - | - | - | - | (5,115) | (5,115) |
| Non-proportional investment in investee's increase in capital | - | 4,436 | - | - | - | - | - | - | 4,436 | - | 4,436 |
| Changes in ownership interests in subsidiaries | - | - | - | - | (27,106) | - | 27,106 | - | - | - | - |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (2,948) | - | 2,948 | - | - | - | - |
| Balance at December 31, 2024 | 1,732,684 | 281,912 | 210,743 | 56,835 | 524,894 | (8,562) | 59,151 | (108,791) | 2,748,866 | 115,548 | 2,864,414 |
| Profit for the year ended December 31, 2025 | - | - | - | - | 22,877 | - | - | - | 22,877 | 26,730 | 49,607 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | 2,277 | (24,840) | (745) | - | (23,308) | (145) | (23,453) |
| Comprehensive income for the year ended December 31, 2025 | - | - | - | - | 25,154 | (24,840) | (745) | - | (431) | 26,585 | 26,154 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | - | - | 51,312 | - | (51,312) | - | - | - | - | - | - |
| Cash dividends on ordinary shares | - | - | - | - | (363,864) | - | - | - | (363,864) | - | (363,864) |
| Disposal of company's share by subsidiaries recognized as treasury share transactions | - | 129,098 | - | - | - | - | - | 86,077 | 215,175 | - | 215,175 |
| Subsidiary distributes dividends to non-controlling interests | - | - | - | - | - | - | - | - | - | (14,322) | (14,322) |
| Non-proportional investment in investee's increase in capital | - | 3,521 | - | - | - | - | - | - | 3,521 | - | 3,521 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (651) | - | 1,052 | - | 401 | - | 401 |
| Balance at December 31, 2025 | $ 1,732,684 | 414,531 | 262,055 | 56,835 | 134,221 | (33,402) | 59,458 | (22,714) | 2,603,668 | 127,811 | 2,731,479 |
See accompanying notes to financial statements.
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHYANG SHENG TEXING CO., LTD. AND SUBSIDIARIES (formerly known as CHYANG SHENG DYEING & FINISHING CO., LTD.)
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before tax | $ 111,363 | 576,973 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 38,154 | 45,510 |
| Expected credit loss (gain) | (46) | 6 |
| Interest expense | 2,218 | 7,597 |
| Interest revenue | (11,529) | (4,476) |
| Dividend income | (32,614) | (32,319) |
| Share of profit of investments accounted for using equity method | (59,725) | (64,365) |
| (Gain) loss on disposal of property, plant and equipment and investment properties, etc | (313) | (449,276) |
| Loss (gain) on disposal investment | 46,299 | (48,560) |
| Impairment loss on financial assets | (14,260) | 82,046 |
| Impairment loss on non-financial assets | 77,094 | - |
| Loss on inventory valuation and obsolescence | - | 4,041 |
| Total adjustments to reconcile profit (loss) | 45,278 | (459,796) |
| Changes in operating assets and liabilities: | ||
| Financial assets at fair value through profit or loss | 171,770 | (182,358) |
| Contract assets | (903) | 6,867 |
| Notes and accounts receivable (including related parties) | 100,995 | (77,680) |
| Inventories | 181,294 | (48,616) |
| Other financial assets and current assets | (106,757) | 69,499 |
| Non-current assets | 10,360 | - |
| Defined benefit assets | (1,762) | (1,640) |
| Total changes in operating assets | 354,997 | (233,928) |
| Contract liabilities | (234,651) | 62,661 |
| Notes and accounts payable | (45,059) | 59,450 |
| Other financial liabilities and current liabilities | (40,817) | 25,521 |
| Other non-current liabilities | (7,353) | (7,647) |
| Total changes in operating liabilities | (327,880) | 139,985 |
| Total changes in operating assets and liabilities | 27,117 | (93,943) |
| Total adjustments | 72,395 | (553,739) |
| Cash inflow generated from operations | 183,758 | 23,234 |
| Interest received | 11,529 | 4,476 |
| Dividends received | 32,614 | 32,319 |
| Interest paid | (2,931) | (106) |
| Income taxes paid | (44,368) | (14,991) |
| Net cash flows from operating activities | 180,602 | 44,932 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (702) | (20,092) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 401 | - |
| Dividends received from investments accounted for using equity method | 19,620 | 87,734 |
| Acquisition of investments accounted for using equity method | - | (5,200) |
| Proceeds from capital reduction of investments accounted for using equity method | 3,600 | - |
| Acquisition of property, plant and equipment | (8,406) | (30,902) |
| Proceeds from disposal of property, plant and equipment | 987 | 5,505 |
| Increase in refundable deposits | (49) | - |
| Acquisition of investment properties | - | (654) |
| Proceeds from disposal of investment properties | - | 583,600 |
| Decrease in other non-current assets | - | 974 |
| Net cash flows from investing activities | 15,451 | 620,965 |
| Cash flows from financing activities: | ||
| Decrease in guarantee deposits received | (217) | (1,259) |
| Dividends paid from subsidiary to non-controlling shares | (14,322) | (5,115) |
| Payment of lease liabilities | (2,578) | (1,545) |
| Cash dividends paid | (360,343) | (82,198) |
| Proceeds from sale of treasury shares | 215,175 | - |
| Net cash flows used in financing activities | (162,285) | (90,117) |
| Net increase in cash and cash equivalents | 33,768 | 575,780 |
| Cash and cash equivalents at beginning of period | 799,485 | 223,705 |
| Cash and cash equivalents at end of period | $ 833,253 | 799,485 |
See accompanying notes to financial statements.
36
37
【Appendices】
38
【Appendices 1】Articles of Incorporation
CS GROUP INVESTMENT HOLDING LIMITED
Articles of Incorporation
Chapter I. General Provisions
Article 1
The Company shall be incorporated in accordance with the Company Act, and its name shall be 強盛新投資控股股份有限公司.
The English name of the Company shall be CS GROUP INVESTMENT HOLDING LIMITED.
Article 2
The scope of business of the Company shall be as follows:
H201010 Investment
Article 3
The Company shall have its head office in Taoyuan City, and may, upon resolution of the Board of Directors, establish branches domestically or abroad as necessary.
Article 3-1
The Company is engaged primarily in investment activities, and the total amount of its outward investments shall not be subject to the reinvestment limit prescribed in Article 13 of the Company Act.
Article 4
For business purposes, the Company may provide external endorsements and guarantees.
Chapter II. Shareholding
Article 5
The total capital of the Company shall be in the amount of NT$5 billion, divided into 500,000,000 shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in installments as deemed necessary.
The Company may reserve 50 million shares within the total authorized capital for issuing employee stock options. Each share shall have a par value of NT$10, and such shares may be issued in installments pursuant to resolutions of the Board of Directors.
If the exercise price of employee stock options is lower than the closing price of the Company's common shares on the issuance date, or if treasury shares are transferred to employees at a price lower than the average repurchase price, such issuance shall be approved by a shareholders' meeting attended by shareholders representing more than half of the total issued shares, with at least two-thirds of the voting rights of the shareholders present in favor.
The recipients of employee stock options, transfers of treasury shares, or restricted employee shares may include employees of the Company's parent or its subsidiaries who meet certain eligibility requirements as
prescribed by the Board of Directors.
Article 6
The shares issued by the Company may be issued without printing physical share certificates and shall be registered and issued through a centralized securities depository, which shall be handled the custodianship and registration in accordance with its applicable rules and regulations.
The Company may issue preferred shares.
In the event of a merger with another company, matters relating to the merger shall not require a resolution of a meeting of preferred shareholders.
The Company’s shareholder services shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” and other relevant laws and regulations prescribed by the competent authorities.
Article 7
The transfer of shares shall be suspended sixty (60) days immediately before the date of annual shareholders’ meetings of the shareholders, and thirty (30) days immediately before the date of any extraordinary shareholders’ meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Chapter III. Shareholders’ Meeting
Article 8
Shareholders’ meetings of the Company are of two types, namely regular shareholders’ meetings and extraordinary shareholders’ meetings. Regular shareholders’ meetings shall be convened once a year by the Board of Directors within six (6) months after the close of each fiscal year in accordance with the relevant laws and regulations. Extraordinary shareholders’ meetings shall be convened as necessary in accordance with the relevant laws and regulations. The shareholders’ meetings of the Company may be held by means of video conference or by other methods announced by the central competent authority. Whether a shareholders’ meeting is to be held by video conference or by such other methods shall be determined by the Board of Directors in accordance with the law.
Article 9
If a shareholder is unable to attend a shareholders’ meeting, they may appoint a proxy to attend on their behalf by submitting a proxy form printed by the Company, duly signed and affixed with their seal, and clearly specifying the scope of authorization.
Unless otherwise provided by the Company Act, the appointment and attendance of proxies shall be conducted in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authorities.
Article 10
Each share held by a shareholder of the Company shall entitle the holder to one voting right; however, this shall not apply to shareholders whose
39
voting rights are restricted or who fall under the circumstances set forth in Paragraph 2, Article 179 of the Company Act.
Article 11
Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall require the attendance of shareholders representing more than one-half of the total number of issued shares, and the approval of shareholders representing more than one-half of the voting rights of the shareholders present.
Chapter IV. Board of Directors and Audit Committee
Article 12
The Company shall have nine to eleven directors, each serving a term of three years. The directors shall be elected by the shareholders’ meeting from among persons with legal capacity. Directors may be re-elected for consecutive terms.
The number of independent directors among the total number of directors in the preceding paragraph shall not be fewer than two, and shall not be less than one-fifth of the total number of directors.
The election of directors shall adopt the candidate nomination system. Shareholders shall elect directors from the list of candidates. The procedures for accepting nominations, public announcements, and other related matters shall be conducted in accordance with the Company Act, the Securities and Exchange Act, and other applicable laws and regulations.
Independent directors and non-independent directors shall be elected simultaneously, with the number of elected seats calculated separately.
The Board of Directors may establish various functional committees as required for business operations.
During their term of office, the Company shall purchase liability insurance for its directors in accordance with applicable laws to cover the compensation responsibilities arising from the performance of their duties.
Article 12-1
The Company shall establish an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act; the Audit Committee shall be responsible for performing the duties of a supervisor in accordance with the Company Act, the Securities and Exchange Act, and other applicable laws and regulations.
The composition, powers, and other compliance matters of the Audit Committee shall be governed by relevant laws and regulations, or the Company’s internal rules. The organizational charter of the Audit Committee shall be separately adopted by the Board of Directors.
Article 13
The Board of Directors shall be composed of directors and shall have one Chairman, who shall be elected by a majority vote of the directors present at a meeting attended by at least two-thirds of all directors. The Chairman shall represent the Company externally. A Vice Chairman may also be elected in the same manner.
Meetings of the Board of Directors shall be convened by the Chairman at least once every quarter. Unless otherwise provided by the Company
40
Act, a meeting of the Board of Directors shall not be held unless attended by a majority of the directors present. In case of an emergency, the Chairman may convene an extraordinary meeting at any time.
If a director is unable to attend a meeting of the Board of Directors, such director may appoint another director as proxy in accordance with applicable laws and regulations.
Notices of meetings of the Board of Directors may be given in writing, by e-mail, or by fax.
Article 14 In the event that the Chairman takes leave or is unable to exercise their duties, the acting representative shall be appointed in accordance with Article 208 of the Company Act.
Article 15 The remuneration of all directors shall be determined by the shareholders’ meeting.
Chapter V. Managers
Article 16 The Company shall have one General Manager, and may appoint one or more Deputy General Managers, Associate Managers, and Managers. The appointment, dismissal, and remuneration of such managers shall be conducted in accordance with Article 29 of the Company Act.
Article 17 After the close of each fiscal year, the Board of Directors shall prepare the following reports and proposals:
- Business Reports;
- Financial Statements; and
- Proposal for Distribution of Earnings or Compensation for Losses
Each of the foregoing shall be submitted to the shareholders’ meeting for ratification in accordance with applicable laws and regulations.
Article 18 If the Company earns profits in a given fiscal year, no less than one percent (1%) of the net profits before tax shall be allocated as employees’ remuneration. Of such employees’ remuneration, no less than twenty percent (20%) shall be distributed to non-executive employees. The Board of Directors shall determine whether the remuneration shall be distributed in shares or in cash, and the recipients may include employees of the Company’s subsidiaries who meet certain eligibility requirements. In addition, the Board of Directors may resolve to allocate no more than three percent (3%) of the net profits before tax as directors’ remuneration, which shall be distributed in cash. The distribution of employees’ and directors’ remuneration shall be reported to the shareholders’ meeting.
If the Company has accumulated losses from previous years, such losses shall be offset before allocating employees’ and directors’ remuneration pursuant to the preceding paragraph.
If, after the close of each fiscal year, the Company has earnings as shown in its final account, such earnings shall first be used to pay taxes and to make up for accumulated losses from previous years. Ten percent (10%)
41
thereof shall then be set aside as legal reserve, except where such reserve has already reached the Company's total paid-in capital. Any special reserve required by laws or by regulations prescribed by the competent authorities shall also be appropriate or reserved. If there remains any distributable surplus together with any undistributed earnings accumulated from previous years, the Board of Directors shall prepare a proposal for profit distribution and submit it to the shareholders' meeting for approval.
Article 19 The Company's dividend policy is as follows:
Dividends shall be distributed based on the ratios prescribed in the Articles of Incorporation, with the objective of maintaining dividend stability. In determining the distribution of dividends, the Company shall take into consideration the characteristics of the business cycles in its industry, the life cycles of its various products or services, and the impacts of future capital requirements and taxation. Except where funds are required to improve the financial structure or to meet capital needs such as reinvestment, capacity expansion, or other significant capital expenditures, the total amount of dividends distributed each year shall not be less than twenty percent (20%) of the balance of net profit after tax for the current year, after deducting any accumulated losses and setting aside legal and special reserves as required by law. Cash dividends shall account for no less than ten percent (10%) of the total dividends distributed for the year.
Chapter VII. Appendices
Article 20 Any matters not provided for in these Articles of Incorporation shall be governed by the provisions of the Company Act and other applicable laws and regulations.
Article 21 The Company's dividend policy is as follows:
These Articles of Incorporation were established on October 4, 1983;
First amendment on May 18, 1984;
Second amendment on May 30, 1990;
Third amendment on September 15, 1990;
Fourth amendment on December 1, 1990;
Fifth amendment on March 18, 1992;
Sixth amendment on June 20, 1992;
Seventh amendment on September 19, 1992;
Eighth amendment on March 27, 1993;
Ninth amendment on May 18, 1994;
Tenth amendment on June 9, 1995;
Eleventh amendment on May 22, 1997;
Twelfth amendment on May 22, 1997;
Thirteenth amendment on May 22, 1998;
Fourteenth amendment on May 22, 1998;
42
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Fifteenth amendment on May 27, 1999;
Sixteenth amendment on May 24, 2000;
Seventeenth amendment on May 22, 2001;
Eighteenth amendment on June 17, 2002;
Nineteenth amendment on June 15, 2006;
Twentieth amendment on June 22, 2011;
Twenty-first amendment on June 16, 2015;
Twenty-second amendment on June 20, 2016;
Twenty-third amendment on June 19, 2017;
Twenty-fourth amendment on June 20, 2019;
Twenty-fifth amendment on August 24, 2021;
Twenty-sixth amendment on June 27, 2022;
Twenty-seventh amendment on June 25, 2024;
Twenty-eighth amendment on May 27, 2025;
Twenty-ninth amendment on December 1, 2025 (The amended company name, Article 1, Article 2, and Article 3-1 shall take effect on the spin-off record date).
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【Appendices 2】Rules of Procedure for Shareholders' Meetings
CS GROUP INVESTMENT HOLDING LIMITED
Rules of Procedure for Shareholders' Meetings
Article 1 To establish a sound governance system for the Company’s shareholders’ meeting, enhance supervisory functions, and strengthen management effectiveness, these Rules are enacted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies for compliance.
Article 2 The rules of procedures for the Company’s shareholders’ meetings, except as otherwise provided by laws, regulations, or the Articles of Incorporation, shall be governed by these Rules.
Article 3 Unless otherwise provided by laws or regulations, shareholders’ meetings of the Company shall be convened by the Board of Directors. Unless otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies, where the Company convenes a shareholders’ meeting by means of video conferencing, such method shall be expressly provided in the Articles of Incorporation and approved by a resolution of the Board of Directors. The decision to convene a virtual-only shareholders’ meeting shall require the approval of a majority of directors present at a meeting attended by at least two-thirds of all directors.
Any change to the method of convening shareholders’ meetings shall be approved by a resolution of the Board of Directors and completed no later than the issuance of the notice of the shareholders’ meeting.
The Company shall prepare electronic files of the shareholders’ meeting notice, proxy forms, and the origins and explanatory materials of all proposals, including those for ratification, discussion, and the election or dismissal of directors, and shall upload them to the Market Observation Post System (hereinafter referred to as the “MOPS”) at least thirty (30) days before the date of a regular shareholders’ meeting or at least fifteen (15) days before the date of an extraordinary shareholders’ meeting. The Company shall also prepare electronic files of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS at least twenty-one (21) days before a regular shareholders’ meeting or at least fifteen (15) days before an extraordinary shareholders’ meeting. However, if, as of the last day of the most recent fiscal year, the Company’s paid-in capital amounts to NT$10 billion or more, or if the total shareholding percentage of foreign and PRC shareholders recorded in the shareholders’ register for the most recent regular shareholders’ meeting reaches thirty percent (30%) or more, the transmission of such electronic files shall be completed at least thirty (30) days before the regular shareholders meeting. At least fifteen (15) days before the date of the shareholders’ meeting, the Company
shall also have prepared the shareholders' meeting agenda and supplemental meeting materials for shareholders' review at any time, and shall make them available at the Company's offices and at the offices of the professional agent for stock affairs designated by the Company.
The Company shall make the meeting agenda and supplemental meeting materials referred to in the preceding paragraph available to shareholders for review in the following manners on the date of the shareholders meeting:
- For a physical shareholders' meeting, such materials shall be distributed on-site at the meeting.
- For a hybrid shareholders' meeting, such materials shall be distributed on-site at the meeting and transmitted electronically to the virtual meeting platform.
- For a virtual-only shareholders' meeting, such materials shall be transmitted electronically to the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given by electronic means.
Matters relating to the election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for termination of public company status, approval for directors to engage in competing business, capitalization of earnings or legal reserves, dissolution, merger, or demerger of the Company, or any matter set forth in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be enumerated in the reasons for convening the meeting, and their essential contents shall be explained. None of the above matters may be raised by an extraordinary motion.
If the reasons for convening a shareholders' meeting specify a full re-election of directors and state their inauguration date, the said inauguration date may not, after completion of the re-election at that meeting, be altered by any extraordinary motion or by any other means in the same meeting.
A shareholder holding one percent (1%) or more of the total number of issued shares may submit to the Company one (1) proposal for discussion at a regular shareholders' meeting. Any proposal containing more than one (1) item shall not be included in the meeting agenda. If any of the circumstances set forth in any subparagraph of Paragraph 4, Article 172-1 of the Company Act applies to a proposal submitted by a shareholder, the Board of Directors may exclude such proposal from the meeting agenda.
A shareholder may submit a recommendation urging the Company to promote public interests or fulfill its corporate social responsibilities. Procedurally, such recommendation shall be limited to one (1) item in accordance with Article 172-1 of the Company Act, and any recommendation containing more than one (1) item shall not be included in the meeting agenda.
Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder
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proposals, the means of submission (in writing or electronically), the place for submission, and the period for acceptance. The period for accepting shareholder proposals shall not be less than ten (10) days.
Shareholder proposals shall be limited to three hundred (300) words. Any proposal containing more than three hundred (300) words shall not be included in the meeting agenda. The shareholder who submitted the proposal shall attend the regular shareholders' meeting in person or by proxy and participate in the discussion of the proposal.
Prior to the date on which the notice of the shareholders' meeting is issued, the Company shall inform the shareholders who submitted proposals of the screening results, and shall include in the meeting notice those proposals that conform to the provisions of this Article. At the shareholders' meeting, the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals that were not included in the agenda.
Article 4 For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by completing the proxy form issued by the Company and specifying the scope of the authorization.
A shareholder may issue only one (1) proxy form and appoint only one (1) proxy for each shareholders' meeting, and shall deliver the proxy form to the Company no later than five (5) days before the date of the shareholders' meeting. In the event of duplicate proxy forms, the one received first shall prevail unless a declaration is made to revoke the previous appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the shareholders' meeting in person or to exercise voting rights in writing or electronically, the shareholder shall submit a written notice to the Company to revoke the proxy no later than two (2) days before the date of the shareholders' meeting. If the revocation notice is received after such deadline, the votes cast by the proxy shall prevail.
If, after a proxy form has been delivered to the Company, a shareholder intends to attend the shareholders' meeting via video conferencing, the shareholder shall submit a written notice to the Company to revoke the proxy no later than two (2) days before the date of the shareholders' meeting. If the revocation notice is received after such deadline, the votes cast by the proxy shall prevail.
Article 5 A shareholders' meeting shall be held at the Company's principal place of business or at another suitable and convenient location for shareholders to attend. The meeting shall not commence earlier than 9:00 A.M. nor later than 3:00 P.M. In determining the place and time of the meeting, full consideration shall be given to the opinions of the independent directors.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article 6 The notice of the shareholders' meeting shall specify the time during which registrations for attendance by shareholders, solicitors, and proxy
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agents (collectively, the "shareholders") will be accepted, the place for registration, and other relevant matters.
The registration time, as stated in the preceding paragraph, shall commence no less than thirty (30) minutes before the meeting starts. The registration area shall be clearly marked, and an adequate number of qualified personnel shall be assigned to handle the registration. For virtual shareholders' meetings, registrations shall be accepted through the virtual meeting platform beginning thirty (30) minutes before the meeting starts. Shareholders who have completed registration shall be deemed to have attended the shareholders' meeting in person.
Shareholders shall attend shareholders' meetings upon presentation of their attendance certificates, sign-in cards, or other documents evidencing attendance. The Company shall not arbitrarily require shareholders to provide additional supporting documents beyond those necessary to verify their eligibility to attend. Solicitors holding powers of attorney shall also present identification documents for verification.
The Company shall prepare a sign-in book for attending shareholders to sign in, or attending shareholders may submit a sign-in card in lieu of signing.
The Company shall provide attending shareholders with the meeting agenda handbook, annual report, attendance card, speaking slips, voting slips, and other meeting materials. Where an election of directors is held, pre-printed ballots shall also be provided.
Where the government or a juristic person is a shareholder, it may appoint more than one representative to attend the shareholders' meeting. When a juristic person is appointed as a proxy to attend a shareholders' meeting, such juristic person may designate only one representative to attend the meeting.
Where a shareholders' meeting is convened by means of video conferencing, shareholders wishing to attend the meeting virtually shall register with the Company no later than two (2) days before the date of the shareholders' meeting.
Where a shareholders' meeting is convened by means of video conferencing, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the virtual meeting platform at least thirty (30) minutes before the meeting starts and shall keep such information continuously available until the conclusion of the meeting.
Article 6-1 Where the Company convenes a shareholders' meeting by means of video conferencing, the following particulars shall be specified in the notice of the shareholders' meeting:
- The method by which shareholders may participate in the virtual meeting and exercise their rights.
- The procedures to be followed in the event that the virtual meeting platform or the means of participation via video conferencing is disrupted due to natural disasters, incidents, or other force majeure events, which shall include at least the following particulars:
(1) The time to which the meeting will be postponed or from
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which it will resume if the disruption cannot be resolved, and the date on which the postponed or resumed meeting will be held.
(2) Shareholders who did not register to attend the original virtual shareholders’ meeting shall not be permitted to participate in the postponed or resumed meeting.
(3) In the case of a hybrid shareholders’ meeting, if the virtual portion of the meeting cannot continue, and after deducting the number of shares represented by shareholders attending online, the total number of shares represented at the meeting still meets the statutory quorum for a shareholders’ meeting, the meeting shall continue. The shares represented by shareholders attending online shall be counted toward the total number of shares represented at the meeting, and such shareholders shall be deemed to have abstained from voting on all proposals on the agenda of that meeting.
(4) The actions to be taken where the results of all proposals have been announced but extraordinary motions have not yet been addressed.
- When convening a virtual-only shareholders’ meeting, the Company shall specify the appropriate alternative measures available to shareholders who experience difficulties in participating in the meeting online. Except under the circumstances provided in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection facilities and necessary assistance, and shall specify the period during which shareholders may apply to the Company and other relevant matters requiring attention.
Article 7
If the shareholders’ meeting is convened by the Board of Directors, the meeting shall be presided over by the Chairman. If the Chairman is on leave or unable to exercise his duties, the Vice Chairman shall act on his behalf. If there is no Vice Chairman, or the Vice Chairman is also on leave or unable to exercise his duties, the Chairman shall appoint one director to act as his proxy. If no such appointment is made, the attending directors shall elect one from among themselves to act as chair.
A director acting as chair, as referred to the preceding paragraph, shall have served as a director for at least six (6) months and shall be familiar with the Company’s financial and business affairs. The same requirement shall apply to a representative of a juristic-person director acting as chair.
It is advisable that a shareholders’ meeting convened by the Board of Directors be personally chaired by the Chairman, and that a majority of the directors, at least one (1) independent director, and at least one (1) member of each functional committee attend the meeting in person. The attendance shall be recorded in the minutes of the shareholders’ meeting. If a shareholders’ meeting is convened by a person other than the Board
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of Directors who is entitled to convene the meeting, such person shall act as the chair of the meeting.
Where there are two or more such convening persons, they shall elect one from among themselves to act as chair.
This Company may engage its attorneys, certified public accountants, or other related personnel retained by it to attend a shareholders’ meeting in a non-voting capacity.
Article 8
The Company shall make a continuous audio and video recording of the entire process starting from the time it begins accepting shareholder attendance registrations, the proceedings of the shareholders’ meeting, and the voting and vote-counting process.
The audio and video recordings referred to in the preceding paragraph shall be retained for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Where a shareholders’ meeting is convened by means of video conferencing, the Company shall record and preserve information relating to shareholder registration, sign-in, check-in, questions raised, votes cast, and the results of vote counting, and shall make a continuous and uninterrupted audio and video recording of the entire proceedings of the meeting.
The materials and the audio and video recordings referred to in the preceding paragraph shall be properly preserved by the Company throughout its existence, and copies of the audio and video recordings shall be provided to, and retained by, the party engaged to handle matters relating to the virtual meeting.
Where a shareholders’ meeting is convened by means of video conferencing, it is advisable that the Company also make an audio and video recording of the back-end operation interface of the virtual meeting platform.
Article 9
Attendance at a shareholders’ meeting shall be calculated based on the number of shares held. The number of shares represented in attendance shall be calculated based on the sign-in book or sign-in cards submitted, together with the number of shares checked in on the virtual meeting platform, and shall include the number of shares for which voting rights are exercised in writing or electronically.
When the scheduled meeting time arrives, the chairperson shall declare the meeting open and, at the same time, disclose the number of non-voting shares and the number of shares represented by shareholders in attendance.
However, if shareholders representing less than one-half of the total number of issued shares are present, the chairperson may announce a postponement of the meeting. The number of postponements shall be limited to two, and the total accumulated delay shall not exceed one hour. If, after two postponements, shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also announce the adjournment on the virtual meeting
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platform.
If, after two postponements as referred to in the preceding paragraph, shareholders representing one third or more of the total number of issued shares are present, a tentative resolution may be adopted in accordance with Paragraph 1, Article 175 of the Company Act, and all shareholders shall be notified of the tentative resolution, with another shareholders' meeting to be convened within one (1) month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register with the Company in accordance with Article 6. Before the conclusion of the meeting, if the number of shares represented by shareholders in attendance reaches more than one-half of the total number of issued shares, the chairperson may resubmit the tentative resolution for approval by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10
When a shareholders' meeting is convened by the Board of Directors, the agenda shall be determined by the Board of Directors, and each proposal on the agenda (including extraordinary motions and amendments to the original proposals) shall be voted on separately. The meeting shall proceed in accordance with the scheduled agenda and shall not be altered without a resolution of the shareholders' meeting.
Where a shareholders' meeting is convened by a person entitled to convene the meeting other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.
Before deliberation on all items on the agenda referred to in the preceding two paragraphs (including extraordinary motions) has been completed, the chairperson shall not declare the meeting adjourned unless a resolution to that effect has been adopted by the shareholders' meeting.
If the chairperson 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 accordance with statutory procedures, to elect one person as chair by a majority of the voting rights represented by the shareholders in attendance, and the meeting shall continue.
When the chairperson deems that a proposal, an amendment to the original proposal, or an extraordinary motion has been sufficiently explained and discussed to proceed to vote, the chairperson may, with the approval of the attending shareholders, announce the conclusion of discussion and submit the proposal for voting, and shall allocate adequate time for voting.
Article 11
Before speaking, attending shareholders shall fill out a speaker's slip indicating the subject of their statement, shareholder account number (or attendance card number), and account name. The chairperson shall determine the order of speakers.
If an attending shareholder submits a speaker's slip but does not actually speak, such act shall be deemed as having not spoken. If the content of the speech differs from that stated on the speaker's slip, the confirmed spoken content shall prevail.
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Each shareholder shall not speak on the same proposal more than twice without the consent of the chairperson, and each speech shall not exceed three minutes. If a shareholders' speech violates the foregoing provision or goes beyond the scope of the proposal, the chairperson shall stop such speech.
When an attending shareholder is speaking, no other shareholders may speak or interrupt unless they have obtained both the consents of the chairperson and the shareholder who has the floor. The chairperson shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives may be designated to speak on the same proposal.
After a shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.
Where a shareholders' meeting is convened by means of video conferencing, shareholders participating via video may submit questions in writing on the virtual meeting platform from the time the chairperson declares the meeting open until the chairperson declares the meeting adjourned. No more than two (2) questions may be raised for the same proposal, and each question shall not exceed two hundred (200) words. The provisions of Paragraphs 1 to 5 shall not apply.
As long as the questions raised in accordance with the preceding paragraph do not violate any regulations or exceed the scope of the proposal, it is advisable that such questions be disclosed to the public on the virtual meeting platform for general awareness.
Article 12 With respect to resolutions adopted at shareholders' meetings, the number of shares held by shareholders without voting rights shall not be included in the total number of issued shares.
When a shareholder has a personal interest in any matter under discussion that may be detrimental to the interests of the Company, such shareholder shall not participate in voting on that matter and shall not act as a proxy to exercise voting rights on behalf of other shareholders.
The number of shares for which voting rights may not be exercised as set forth in the preceding paragraph shall not be counted in the total number of voting rights of the shareholders present.
Except for trust enterprises or agents for stock affairs approved by the competent securities authority, where a person is concurrently appointed as a proxy by two or more shareholders, the total number of voting rights represented by such proxy shall not exceed three percent (3%) of the total voting rights of all issued shares; any voting rights in excess of such limit shall not be counted.
Article 13 A shareholder shall be entitled to one (1) vote for each share held, except for restricted shares or shares that are non-voting pursuant to Paragraph 2, Article 179 of the Company Act.
When the Company convenes a shareholders' meeting, it shall adopt electronic voting and may adopt voting by correspondence. The method for exercising voting rights by correspondence or electronic means shall be specified in the shareholders' meeting notice. A shareholder
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exercising voting rights by correspondence or electronic means shall be deemed to have attended the meeting in person, but shall be regarded as having waived his or her rights with respect to extraordinary motions and amendments to the original proposals at that meeting. Accordingly, the Company is advised to avoid submitting extraordinary motions or amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company no later than two (2) days before the date of the shareholders' meeting. Where duplicate declarations of intent are delivered, the one received earliest shall prevail, unless a declaration is made to revoke the previous declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, if the shareholder intends to attend the shareholders' meeting in person or via video conferencing, a written declaration of intent to retract the voting rights already exercised shall be delivered to the Company, using the same method as previously exercised, no later than two (2) days before the date of the shareholders' meeting. If the notice of retraction is received after such deadline, the voting rights exercised by correspondence or electronic means shall prevail. Where a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend the shareholders' meeting, the voting rights exercised by the proxy shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, a proposal shall be approved by a majority of the voting rights represented by the attending shareholders. At the time of voting, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by voting on each proposal. On the same day the shareholders' meeting is held, the voting results for each proposal, including the numbers of votes for, against and abstaining, shall be entered into the MOPS.
When there is an amendment or a substitute proposal to the same motion, the chairperson shall present the original proposal together with the amendment or substitute proposal and determine the order in which they are to be put to a vote. If any one of the proposal is approved, the others shall be deemed rejected, and no further voting shall be conducted.
Vote monitoring and counting personnel for each proposal shall be appointed by the chairperson; provided, however, that all monitors shall be shareholders of the Company.
Vote counting for proposals or elections at the shareholders' meeting shall be conducted publicly at the venue of the meeting. Immediately after vote counting is completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site and recorded in the meeting minutes.
When the Company convenes a shareholders' meeting by means of video conferencing, shareholders participating via video shall cast their votes on all proposals and election matters through the virtual meeting platform after the chairperson declares the meeting open and before the chairperson announces the end of the voting session; any votes not cast
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within the time limit shall be deemed abstained.
In the case of a shareholders' meeting convened by means of video conferencing, vote counting shall be conducted immediately after the chairperson announces the end of the voting session, and the results of the votes and elections shall be announced at once.
When the Company convenes a hybrid shareholders' meeting, shareholders who have registered to attend the meeting online in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall cancel their registration no later than two (2) days before the meeting, using the same method by which they registered. Shareholders who fail to cancel their registration within the prescribed time limit may attend the shareholders' meeting only via video conferencing.
Where shareholders have exercised their voting rights by correspondence or electronic means but have not withdrawn their declaration of intent and participate in the shareholders' meeting via video conferencing, they shall not, except for extraordinary motions, exercise voting rights again on the original proposals, submit any amendments to the original proposals, or exercise voting rights on such amendments.
Article 14 When an election of directors is held at a shareholders' meeting, it shall be conducted in accordance with the applicable rules for the election and appointment of directors adopted by the Company, and the voting results shall be immediately announced on-site, including the names of those elected as directors and the numbers of votes they received, as well as the names of those not elected and the number of votes they obtained.
The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the vote monitoring personnel and properly kept in for at least one (1) year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or affixed with the seal of the chairperson of the meeting, and distributed to each shareholder within twenty (20) days after the conclusion of the meeting. The meeting minutes may be prepared and distributed electronically.
The distributing of the meeting minutes referred to in the preceding paragraph may be effected by means of a public announcement through the MOPS.
The meeting minutes shall accurately record the year, month, day, and venue of the meeting, the full name of the chairperson, the methods by which resolutions were adopted, and a summary of the proceedings and the voting results (including the number of voting rights). In the event of an election of directors, the number of votes obtained by each candidate shall also be disclosed. The minutes shall be permanently preserved for the duration of the Company's existence.
Where a virtual shareholders' meeting is convened, in addition to the
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particulars required to be recorded in the preceding paragraph, the meeting minutes shall also specify the start and end times of the meeting, the manner in which the meeting is convened, the names of the chairperson and the record, and the actions taken and the handling status in the event of any disruption to the virtual meeting platform or to shareholders' online participation due to natural disasters, accidents or other force majeure events.
When convening a virtual-only shareholders' meeting, the Company shall, in addition to complying with the preceding paragraph, specify in the meeting minutes the alternative measures made available to shareholders who encounter difficulties in attending the virtual-only shareholders' meeting online.
Article 16
On the day of the shareholders' meeting, the Company shall compile, in the prescribed format, a statistical statement of the number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares represented by shareholders attending by correspondence or electronic means, and shall clearly disclose such information at the venue of the shareholders' meeting. In the event of a virtual shareholders' meeting, the Company shall upload the above materials to the virtual meeting platform at least thirty (30) minutes before the meeting starts and keep them disclosed until the end of the meeting.
During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented by the attending shareholders shall be disclosed on the virtual meeting platform. The same shall apply whenever, during the meeting, a new calculation of the total number of shares represented and the number of voting rights is made.
If any matters resolved at the shareholders' meeting constitute material information under applicable laws or regulations or under the regulations of the Taiwan Stock Exchange Corporation, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
Staff members responsible for handling the affairs of a shareholders' meeting shall wear identification badge or armbands for recognition.
The chairperson may direct the proctors (or security personnel) to assist in maintaining order at the meeting venue. When performing their duties, the proctors (or security personnel) shall wear an armband or identification badge bearing the word "Proctor" for identification.
If public address equipment is available at the meeting venue, and a shareholder attempts to speak using any device other than the equipment provided by the Company, the chairperson may prohibit such action.
If a shareholder violates the rules of procedure and disobeys the chairperson's correction, thereby obstructing the proceedings and refusing to comply after being stopped, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting venue.
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Article 18 During the course of the meeting, the chairperson may announce a recess as appropriate. In the event of a force majeure incident, the chairperson may rule to temporarily suspend the meeting and, depending on the circumstances, announce the time for the meeting to resume.
If the scheduled meeting venue becomes unavailable for continued use before all items on the agenda (including extraordinary motions) have been addressed, the shareholders’ meeting may resolve to continue the meeting at another venue.
Shareholders may, in accordance with Article 182 of the Company Act, resolve to defer or resume the meeting within five (5) days.
Article 19 In the event of a virtual shareholders’ meeting, the Company shall, immediately after the conclusion of the voting session, disclose in real time the results of all proposals and elections on the virtual meeting platform in accordance with applicable regulations, and such disclosure shall remain available for at least fifteen (15) minutes after the chairperson has announced the adjournment of the meeting.
Article 20 When the Company convenes a virtual-only shareholders’ meeting, both the chairperson and the minutes taker shall be located at the same place within the territory of the Republic of China (Taiwan), and the chairperson shall announce the address of such location when calling the meeting to order.
Article 21 In the event of a virtual shareholders’ meeting, the Company may provide shareholders with a simple connection test prior to the meeting and offer relevant real-time support services before and during the meeting to assist in resolving communication or technical issues.
In the event of a virtual shareholders’ meeting, when declaring the meeting open, the chairperson shall also announce that, except for circumstances where the meeting is not required to be postponed or resumed under Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if, before the chairperson announces the adjournment of the meeting, the virtual meeting platform or shareholders’ online participation is obstructed due to natural disasters, accidents or other force majeure events, and such obstruction continues for more than thirty (30) minutes, the meeting shall be postponed to or resumed on another date within five (5) days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who did not register to participate in the original shareholders’ meeting via video conferencing shall not attend the postponed or resumed meeting.
For a meeting to be postponed or resumed in accordance with the second paragraph, the number of shares represented, and the voting rights and election rights exercised, by shareholders who registered to participate in the original shareholders’ meeting via video conferencing, successfully signed in, but did not attend the postpone or resumed meeting, shall be counted towards the total number of shares represented, voting rights, and election rights at the postponed or resumed meeting.
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During a postponed or resumed session of a shareholders’ meeting held in accordance with the second paragraph, no further discussion or resolution shall be required for any proposals for which voting and vote counting have been completed, and the voting results or the list of elected directors have been announced.
When the Company convenes a hybrid shareholders’ meeting, and the virtual meeting cannot continue as described in the second paragraph, if, after deducting the number of shares represented by shareholders attending the meeting via video conferencing, the total number of shares represented still meets the statutory quorum for holding a shareholders’ meeting, the meeting shall continue, and no postponement or resumption in accordance with the second paragraph shall be required.
Under the circumstances where the meeting shall continue as described in the preceding paragraph, the number of shares represented by shareholders participating in the shareholders’ meeting via video conferencing shall be included in the total number of shares represented by the attending shareholders; however, such shareholders shall be deemed to have abstained from voting on all proposals on the agenda of that shareholders’ meeting.
When postponing or resuming a meeting in accordance with the second paragraph, the Company shall handle the relevant preparatory matters based on the original date of the shareholders’ meeting, in accordance with the requirements set forth in Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For the dates or periods set forth under Article 12, latter part, and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholders’ 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 handle the matters based on the date of the shareholders’ meeting that is postponed or resumed in accordance with the second paragraph.
Article 22 When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures for shareholders who have difficulty attending the virtual shareholders’ meeting online. Except under the circumstances set out in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the Company and other related matters requiring attention shall be specified.
Article 23 These rules were established on September 15, 1990.
First amendment on June 9, 1995.
Second amendment on May 22, 1997.
Third amendment on May 22, 1998.
Fourth amendment on June 17, 2002.
Fifth amendment on June 16, 2015.
Sixth amendment on December 1, 2025.
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【Appendices 3】Directors' Shareholdings
2026 Annual General Meeting
Directors' Shareholdings
I. The Company's paid-in capital is NT$1,732,683,810 and the number of issued shares is 173,268,381.
II. In accordance with Article 26 of the Securities and Exchange Act, the minimum collective shareholdings of all directors is 10,396,102 shares.
III. Details of the shareholdings of all directors as recorded in the shareholder registry on the closure date of this extraordinary shareholders' meeting is as follows:
Closure Date: April 26th, 2026
| Position | Name | Date elected | Term | Number of registered shares held on the closure date | |
|---|---|---|---|---|---|
| Chairman | Amherst Global Consulting Limited Representative: Hon Kit Shing | 2025.5.27 | 3 years | 15,566,000 | 8.98% |
| Director | Tzu Sheng Investment Limited Representative: Chen Chia-Yu | 2025.5.27 | 3 years | 6,453,467 | 3.72% |
| Director | Lin Ho-Tsung | 2025.5.27 | 3 years | 2,913,990 | 1.68% |
| Director | Chen Chia-Ling | 2025.5.27 | 3 years | 1,474,709 | 0.85% |
| Director | Cheng Ming-Yueh | 2025.5.27 | 3 years | 700,000 | 0.40% |
| Director | Shinkong Asset Management Co., Ltd. Representative: Wu Hsin-En | 2025.5.27 | 3 years | 413,236 | 0.24% |
| Director | Shinkong Asset Management Co., Ltd. Representative: Chang Shu-Ti | 2025.5.27 | 3 years | ||
| Director | Shinkong Asset Management Co., Ltd. Representative: Anthony H Shing | 2025.5.27 | 3 years | ||
| Independent Director | Ma Shu-Zhuang | 2025.5.27 | 3 years | 0 | - |
| Independent Director | Hsiao Yu-Chieh | 2025.5.27 | 3 years | 0 | - |
| Independent Director | Su Pai-Huang | 2025.5.27 | 3 years | 781,961 | 0.45% |
| Total directors' shareholdings | 28,303,363 | 16.32% |
【Appendices 4】
Impact of the Bonus Share Distribution on the Company's Operating Performance and Earnings per Share: N/A.
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