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Ability Opto-Electronics Technology Co., Ltd. — AGM Information 2026
Apr 23, 2026
52732_rns_2026-04-23_35b3bb3d-1a7d-4848-958d-99d818b0a615.pdf
AGM Information
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Stock ID: 8249
CREATIVE SENSOR INC.
2026 Annual Shareholders’ Meeting
Handbook
Date: May 25, 2026
Venue: 3F, 397 Xingshan Road, Neihu District, Taipei City (3F International Conference Center, YC Group Headquarters)
Table of Contents
I. Meeting Procedure --- 1
II. Meeting Agenda --- 2
III. Reporting Matters --- 3
IV. Ratification Items --- 5
V. Discussions --- 7
VI. Extraordinary motions --- 12
VII. Attachment --- 13
(I) 2025 Business Report --- 14
(II) 2025 Audit Committee's Review Report --- 18
(III) 2025 Audit report of accountant and consolidated financial statements (including individual financial statements) --- 19
(IV) Table of Comparison for the Articles of Incorporation before and after Revision --- 45
(V) Comparison Table of Amendments to the "Procedures for Acquisition or Disposal of Assets" --- 46
VIII. Appendix --- 47
(I) Articles of Incorporation (original provisions) --- 48
(II) Procedures for Acquisition or Disposal of Assets (Original Provisions) --- 54
(III) Rules of Procedure of Shareholders' Meeting --- 77
(IV) Shareholdings of All Directors --- 80
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CREATIVE SENSOR INC.
Agenda of 2026 Annual General Meeting
I. Commencement of Meeting
II. Chairperson’s opening speech
III. Reporting matters
IV. Ratification Items
V. Discussions
VI. Extraordinary motions
VII. Adjournment of the meeting
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CREATIVE SENSOR INC.
Agenda of 2025 Annual General Meeting
Type of Meeting: Physical Meeting
Date: 9 a.m., May 25 (Monday), 2026
Venue: 3F, 397 Xingshan Road, Neihu District, Taipei City (3F International Conference Center, YC Group Headquarters)
One. Commencement of Meeting (Announcing the total number of shares represented in the meeting)
Two. The Chairperson’s opening speech
Three. Reporting Matters
I. 2025 Business Report
II. 2025 Audit Committee's Review Report
III. Report on distribution of remuneration to employees and directors of the Company for the 2025 financial year.
IV. Report on the Distribution of Cash Dividends from 2025 Earnings
V. Report on the Execution of Private Placement of Common Shares in 2025
Four. Ratification Items
I. 2025 Business Report and Financial Statements.
II. Proposal for the 2025 Earnings Distribution
Five. Discussions
I. Proposal on amendments to the “Articles of Incorporation” of the Company.
II. Proposal for Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets”
III. Conducting an issuance of common shares for cash capital increase through a private placement.
Six. Extraordinary motions
Seven. Adjournment of the meeting
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Reports
Agenda Item #1
Proposal: 2025 Business Report of the Company.
Explanation: Please refer to pages 14~17 for the 2025 Business Report.
Agenda Item #2
Proposal: 2025 Audit Committee's Review Report.
Explanation: Please refer to page 18 of this Handbook for the 2025 Report by the Board of Auditors.
Agenda Item #3
Proposal: Report on distribution of remuneration to employees and directors of the Company for the 2025 financial year.
Explanation:
(I) To proceed according to Article 19 of the Articles of Incorporation.
(II) The Company recorded profits of NT$620,021,027 for 2025. The proposed allocation includes directors' remuneration of NT$18,436,866 (2.97%) and employee compensation of NT$55,310,598 (8.92%), of which no less than NT$8,296,590 (15%) shall be distributed to grassroots employees. All allocations comply with the distribution ratios stipulated in the Articles of Incorporation and will be paid entirely in cash.
Agenda Item #4
Proposal: Report on 2025 Fiscal Year earnings distribution as cash dividends
Explanation:
(I) Pursuant to paragraph 1, Article 19-1, of the Articles of Incorporation, if there is a balance of earnings and undistributed surplus, the Board of Directors, with the attendance of two-thirds or more of the directors and the consent of the majority of the directors present, shall distribute all or part of the dividends and bonuses by means of cash payments and report to the shareholders' meeting.
(II) The Board of Directors has approved the distribution of cash dividends in the amount of NTD 283,472,070 for the earnings of the 2025 Fiscal Year. The dividend payout is NTD 2.10 per share. The calculation of dividends shall be rounded down to the nearest NTD 1. Fractions less than NTD 1 shall be aggregated and recognized as other income of the Company.
(III) The Chairman is authorized to determine the ex-dividend date and handle matters related to the distribution.
(IV) This proposal has been approved by the Board of Directors. In the event that the number of outstanding shares is affected in the future due to share repurchases, treasury share transfers, or other factors, the Chairman is authorized to adjust the dividend distribution ratio per share based on the actual number of outstanding shares, in accordance with the total cash dividend amount resolved in this earnings distribution proposal.
Agenda Item #5
Subject: Report on the Execution of Private Placement of Common Shares in 2025.
Explanation:
(I) The Company’s shareholders’ meeting on May 20, 2025 approved a private placement of common shares through a cash capital increase, with a total issuance not exceeding 6,707.5 thousand shares. Depending on market conditions and the Company’s needs, and in compliance with applicable laws and regulations, the private placement may be conducted in up to two tranches within one year from the date of the shareholders’ meeting resolution.
(II) As of March 31, 2026, a total of 3,675 thousand shares had been issued through private placement. The purpose is to leverage the knowledge, technology, capabilities, and capital contributions of strategic investors, which is expected to strengthen the Company’s competitiveness and enhance operational efficiency, thereby benefiting the Company’s long-term development and existing shareholders’ equity. The remaining unissued quota expired upon reaching the one-year deadline on May 20, 2026.
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Ratification Items
Agenda Item# 1
Proposal: Adoption of the Company’s 2025 business report and financial statements, proposed for ratification. (Proposed by the Board of Directors)
Explanation:
(I) The Company’s 2025 consolidated financial statements and parent company only financial statements have been prepared by the Board of Directors, audited by CPAs Lin Po-Chuan and Lin Yung-Chih of PricewaterhouseCoopers Taiwan, and an audit report has been issued. Together with the Business Report, they have been reviewed by the Audit Committee. Approval is respectfully requested.
(II) Statements and reports of this discussion have been presented in this Handbook. (Please refer to pages 14–17 for the business report, and pages 19–44 for the audit reports and accountants’ financial statements.)
Resolution:
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Agenda Item #2
Proposal: Proposal for the 2025 Earnings Distribution, submitted for approval. (Proposed by the Board of Directors)
Explanation:
(I) The Company’s 2025 earnings distribution proposal has been approved by resolution of the Board of Directors.
(II) Below is the detailed Earnings Allocation Report:
CREATIVE SENSOR INC.
2025 Earnings Allocation Report
Unit: NTD
| Item | Amount |
|---|---|
| Unallocated retained earnings at beginning of the term | 1,188,982,296 |
| Plus: Adjustment of retained earnings in 2025 | 58,488,233 |
| Adjusted undistributed earnings | 1,247,470,529 |
| Plus: Net profit after tax in 2025 | 429,621,238 |
| Less: 10% allocated as legal reserve | (48,810,947) |
| Amount available for distribution | 1,628,280,820 |
| Item of distribution: | |
| Shareholders’ cash dividend (NTD 2.10 per share) | 283,472,070 |
| Closing undistributed earnings | 1,344,808,750 |
Chairman: Yu-Jen Huang
Manager: Yao-Ming Wei
Head of Accounting: Mei-Chi Wu
Note 1: If in the future, the number of outstanding shares is affected due to the repurchase of the Company's shares, transfer of treasury shares, or other factors, the Chairman is authorized to adjust the dividend payout ratio according to the actual number of outstanding shares based on the cash dividend amount approved in this earnings distribution proposal.
Note 2: The calculation of dividends shall be rounded down to the nearest NTD 1. Fractions less than NTD 1 shall be aggregated and recognized as other income of the Company.
Note 3: This earnings distribution shall be allocated from 2025 earnings as the first priority.
Resolution:
Discussion
Agenda Item #1
Proposal: Amendments to the “Articles of Incorporation” of the Company, submitted for resolution. (Proposed by the Board of Directors)
Explanation:
(I) In response to operational needs, the Company proposes to add new products and investment-related business items to its business scope; accordingly, Article 2 of the Articles of Incorporation is amended.
(II) Please refer to page 45 and 48-53 of this Handbook for a comparison table of the revised provisions and the original text.
Resolution:
Agenda Item #2
Subject: Proposal for Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets,” submitted for resolution. (Proposed by the Board of Directors)
Explanation:
(I) To ensure consistency in management and improve administrative efficiency, the Company proposes to revise the approval mechanism for authorization limits under Article 8, Paragraph 2, Subparagraph 2.
(II) For the comparison table of amended provisions and the original provisions, please refer to page 46 and 54-76 of this handbook.
Resolution:
Agenda Item #3
Proposal: Conducting an issuance of common shares for cash capital increase through a private placement, submitted for resolution. (proposed by the Board of Directors)
Explanation:
(I) In accordance with the provisions of Article 43-6 of Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, the follow disclosures are provided:
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Reasons for conducting a non-public offering: Considering prevailing capital market conditions, timeliness and feasibility of raising capital, issuance costs, and actual demand for strategic investors, a private placement is preferable for both its relative speed and simplicity. Additionally, private securities are subject to a three-year transfer restriction, which can ensure a better long-term partnership between the Company and its investors. Authorizing the Board of Directors to conduct private placements based on the company's operational needs will also effectively enhance the Company's fundraising flexibility and agility. Therefore, this plan seeks to issue securities through a private placement rather than a public offering. Executing this plan is expected to enhance efficacy of corporate operations and strengthen corporate competitiveness, positively contributing to shareholder equity.
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Purpose and amount of fundraising: To introduce strategic partners to strengthen R&D and business collaboration, invest in new product development, technology integration, patent portfolio development, and market channel establishment; and to support expenditures required for operational expansion driven by such collaborations, thereby enhancing technological capabilities, industry competitiveness, and market share. It is proposed that the shareholders' meeting authorize the Board of Directors to conduct, at appropriate times and depending on prevailing financial market conditions, a private placement of common shares of no more than 6,891.2 thousand shares. Based on market conditions and the Company's needs, and in accordance with applicable laws and regulations, the private placement may be conducted in up to two tranches within one year from the date of the shareholders' meeting resolution.
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Principles and fundraising guidelines for issuing common shares through private placement for cash capital increase:
(1) Pricing basis of the private placement and its reasonableness:
a. The reference price of common shares for this private placement shall be the higher of the following two calculations: The simple average closing price of the Company's common shares for either the 1, 3, or 5 business days, or 30 business days, preceding the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
b. The subscription price for common shares of this private placement shall be no less than 80% of the aforesaid reference price. It is proposed for the shareholders' meeting to authorize the Board of Directors to determine the actual price no lower than within the range approved by the shareholders' meeting, depending on the status of specific persons contacted and future prevailing market conditions.
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c. The subscription price for common shares of this private placement shall be determined with reference to the price of the Company's common shares, in accordance with the Directions for Public Companies Conducting Private Placements of Securities, thus, the said price should be reasonable.
(2) Selection method and purpose of specific investors, necessity, and anticipated benefits
a. Eligible applicants must be among the specified places as defined by Article 43-6 of the Securities and Exchange Act and must be strategic investors. The selection process must prioritize those who have a substantial understanding of the company's operations and can benefit its future operations, ensuring that the applicants can provide direct or indirect assistance to the company's future operations, and are limited to strategic investor(s) able to benefit the Company's long term development, competitiveness, and existing shareholders' rights. The General Meeting of the Shareholders shall duly authorize the Board to completely determine all matters affecting the specified investor(s).
b. Purpose, Necessity, and Expected Benefits of Selecting Strategic Investors:
i. Selection Method and Objectives: Selection of places as investors is aiming to assist the company with various management and resource needs, providing operational management technology, quality improvements, cost reductions, efficiency enhancements, strengthened management, and business development assistance. This will thus enhance corporate competitive advantage, strengthen operational performance, and long-term development and expansion, which should positively benefit shareholder equity.
ii. Necessity: To support our long-term operational planning objectives, enhance operational performance, and strengthen company competitiveness, introducing strategic investors through this private placement will aid the company's business management and development, and should improve the company's overall operational structure. Hence, this private placement's introduction of strategic investors genuinely necessary.
iii. Expected Benefits: Through the knowledge, technology, capabilities, and capital injection provided by placee strategic investors, we expect to enhance the company's operational performance and competitiveness, promoting stable company growth and benefiting shareholder equity.
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c. Currently, the Company has not identified any specific persons. The Board of Directors will be authorized to handle all matters related to identifying and negotiating with prospective specified persons.
(3) Reasons for the Private Placement: Considering factors including the relative efficiency and convenience of private placement, along with the three-year transfer restriction that ensures long-term relationships between the company and investors, and authorizing the Board to proceed based on actual operational needs will effectively increase fundraising flexibility, ensuring the genuine necessity of this private placement.
(4) Same Rights and Obligations of the common shares offered via this Private Placement and those of common shares already issued by the Company. The privately placed common shares will enjoy the same rights and obligations as the Company's already issued common shares. The transfer of these privately placed common shares will be restricted by Article 43-8 of the Securities and Exchange Act. After three years from delivery, the Board of Directors will propose to the general shareholders' meeting for full authorization to assess the situation and decide on applying to the competent authorities for approval to reissue the public offering consent letter and submit the public offering reissuance application to the Financial Supervisory Commission (FSC).
- Fundraising Application Purposes, Capital Utilization Schedule, and Expected Benefits:
The funds raised in this offering are expected to be used for new product development, technology integration, patent portfolio development, and market channel establishment; and to support expenditures required for operational expansion driven by such collaborations, thereby enhancing technological capabilities, industry competitiveness, and market share, as well as for other funding needs in support of the Company's long-term development. The Company will proceed with the placements in two tranches within one year from the date of the shareholders' meeting resolution, depending on market conditions and negotiations with specific investors. Upon deployment of the privately raised funds, the Company is expected to strengthen its competitiveness and improve operational efficiency, thereby generating positive benefits for shareholders' equity. The intended use of funds from the private placement and the expected benefits are as follows:
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The Company will conduct two placements based on prevailing market conditions and specific investors.
| Phase | Expected Issuance | Capital Purpose | Expected Benefits |
|---|---|---|---|
| First Phase Placement | Not exceeding 6,891.2 thousand shares | Investment in new product development, technology integration, patent portfolio development, and market channel establishment; and support for expenditures required for operational expansion driven by such collaborations, in order to enhance technological capabilities, industry competitiveness, and market share. | Expected to strengthen Company competitiveness and enhance operational performance, thereby benefiting long-term development and existing shareholder equity. |
| Second Phase Placement | Investment in new product development, technology integration, patent portfolio development, and market channel establishment; and support for expenditures required for operational expansion driven by such collaborations, in order to enhance technological capabilities, industry competitiveness, and market share. | Expected to strengthen company competitiveness and enhance operational performance, thereby benefiting long-term development and existing shareholder equity. |
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This private placement of common shares for cash capital increase will be issued or delivered in a non-physical format. Apart from the three-year transfer restriction under Article 43-8 of the Securities and Exchange Act, the issuance or private placement of these common shares will enjoy the same rights and obligations as existing common shares.
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The per-share price of the privately placed common shares for this cash capital increase, if issued below par value in response to prevailing market fluctuations, along with the reasons for not adopting other financing methods and the supporting rationale thereof, shall be primarily based on prudent management and financial structure security considerations. Using equity-
related fundraising tools is more appropriate than other purely debt instruments. Raising funds through private placement of common shares eliminates interest expenses from debt, reduces financial risk, and increases financial flexibility, making this placement's equity-related fundraising approach reasonable. If shares are priced below par value, this will reduce capital surplus or retained earnings, which will be compensated based on future operational conditions. The issue price will be set according to regulatory requirements, and once the capital increase benefits materialize, the company will be able to strengthen its working capital, supporting long-term development, without adversely affecting shareholder equity.
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After shareholders' approval, matters related to issuance or private placement conditions, fund utilization plans, uses, schedules, expected benefits, and other relevant matters will be determined or adjusted by the Board of Directors as fully authorized by the Shareholders' General Meeting based on the Company's actual needs, market conditions, and relevant regulations. The Board will also be fully authorized to handle any future changes or modifications required due to objective shifts in external environmental factors including regulatory changes, regulatory directives, operational assessments, or market changes.
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Execution Authorization: To complete the fundraising plan, it is proposed that the shareholders authorize the Chairman or designee to handle all matters related to the private placement of common shares and sign related contracts and documents.
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Information disclosures regarding this private placement can be found on the Market Observation Post System "Private Placement Section" (website: http://mops.twse.com.tw/mops/web/t116sb01, select "Listed" for "Market" and enter "8249" for "Company Code or Name") or on the company website (http://www.csi-sensor.com.tw/index.php/zh-tw/).
Resolution:
Extraordinary motions
Adjournment of the meeting
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Attachment
【Attachment 1】
2025 Business Report
I. 2025 Operating Overview
In the first half of 2025, affected by uncertainties surrounding U.S. tariff policies, customers advanced their purchases, resulting in revenue growth compared to the same period of the previous year. However, in the second half of the year, as the direction of tariffs remained unclear, some customers prematurely terminated plans to export China-based production to the United States. Coupled with relatively high precautionary inventory levels in the first half, order momentum became more conservative.
Meanwhile, the rise of generative AI and the trend toward paperless operations have also brought structural changes to market demand. In response to the above environment, the Company has initiated AI R&D and product deployment. Not only have initial results been achieved, but multiple invention patents have also been obtained in Germany, Taiwan, and Japan, with additional U.S. invention patents under application, which will help strengthen long-term competitive advantages.
Overall for the year, although affected by the aforementioned external environment and inventory adjustments, total revenue decreased by $11\%$ compared to the previous year. Nevertheless, through rigorous cost control strategies, the Company maintained a stable gross margin, demonstrating the competitiveness of its core products. In addition, benefiting from non-operating gains arising from the liquidation of a subsidiary, earnings per share increased significantly compared to the previous year.
(1) Business plan implementation results and profit analysis were as follows:
Unit: NTD thousands
| Year Item | 2025 | 2024 | Growth rate |
|---|---|---|---|
| Operating revenue | 3,720,643 | 4,200,192 | (11.4)% |
| Gross profit | 763,817 | 858,386 | (11.0)% |
| Earnings per share | 4.03 | 3.27 | 23.2% |
(2) Revenue, profit and loss:
Revenue for 2025 was NT$3.72 billion, representing a decrease of 11.4% compared to NT$4.2 billion in 2024. Gross profit for 2025 was NT$763 million, representing a decrease of 11% compared to NT$858 million in 2024. Earnings per share (after tax) was NT$4.03, representing an increase of 23.2% compared to NT$3.27 in 2024.
2025 R & D results:
- The Company continues to develop next-generation linear optical sensors and light source-related key components, with the aim of achieving vertical integration and mastering core technologies.
- The second prototype verification of the Smart Pattern Sensor has been completed, obtaining customer recognition and being introduced into new equipment projects. The third prototype has commenced, further enhancing functionality while reducing size by 60%.
- A new micro infrared core module and SDK have been developed to provide customers with more powerful total solutions. At the same time, a non-PRC supply chain strategy has been implemented to meet customer needs and enhance product competitiveness.
- In collaboration with strategic partners, the Company has completed an AI smart shelf solution and is planning the development of AI smart hospital beds and AI automated optical inspection equipment.
- The Company obtained one German invention patent for IR image transmission, two Taiwan invention patents for IR AI image algorithms, one Japan invention patent for optical sensors, and has applied for a U.S. invention patent for the Smart Pattern Sensor.
II. 2026 Outlook
Amid easing global inflation and ongoing supply chain restructuring, end-market demand is exhibiting structural growth. The Company will continue to focus on high value-added product lines and cross-regional manufacturing deployment to enhance operational resilience and long-term competitiveness, while expanding growth momentum through technological upgrades and new application development.
With respect to growth momentum for CISM (Contact Image Sensor Module) products, the Company's development direction over the coming year will focus on deepening relationships with existing customers, enhancing specifications and customized designs to increase procurement volume and product penetration per customer. In terms of supply chain management, the Company will further optimize inventory management of raw materials and finished goods,
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while strengthening long-term partnerships with key suppliers to ensure supply stability and cost advantages. On the production side, the Company will continue to enhance automation, optimize manufacturing processes, and strengthen quality control to improve yield rates and unit output efficiency, thereby enhancing price competitiveness and stabilizing the gross margin structure. In response to customer demand for diversification of geopolitical risk and localized supply, the Company has initiated forward-looking capacity planning with coordinated multi-location manufacturing deployment. Over the coming year, it will further diversify regional operational risks, enhance order stability, strengthen operational resilience, and lay the foundation for future order capacity and delivery flexibility. In addition, IR infrared sensing modules are one of the Company's key mid- to long-term technologies. Going forward, the Company will continue to focus on practical applications in "security surveillance" and "industrial inspection." Through modular design and the integration of AI image processing, the Company aims to differentiate its products and create value, thereby strengthening core competitiveness and laying a solid foundation for mid- to long-term growth under a stable operating strategy.
The Company's operating policies in 2026 will pursue the following efforts:
- Strengthen control of raw material and finished goods inventory levels, maintain close communication with customers and monitor prevailing market trends, to respond to global economic uncertainties.
- Enhance the flexibility and proportion of automated production.
- By allocating labor and manufacturing conditions across different production bases, the Company aims to balance its cost structure and enhance flexibility in meeting customer demand.
- The Company has completed the development of proprietary next-generation linear optical sensors and light source-related key component samples, conducted customer validation, and introduced them into mass production, thereby securing control over key technologies and products.
- The third prototype verification of the Smart Pattern Sensor has been completed and integrated into end-customer equipment, with initial shipments commenced. The Company has also secured ODM manufacturing business from brand customers, expanding its application markets.
- The Company has completed the development of next-generation ultra-high-resolution micro infrared core module samples and SDK and has commenced sales. By incorporating optimized AI image algorithms, the Company has assisted in automating infrared core module production lines, increasing production capacity to meet future
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order demand, with a target monthly capacity of 1K units.
- In collaboration with strategic partners, the Company has completed the development of AI smart hospital beds and AI-based automated optical inspection algorithms for healthcare applications.
- In collaboration with strategic partners, the Company has invested in the manufacturing and sales of battery materials.
- Continue applying for patents in various countries, to build competitive advantages.
Chairman: Yu-Jen Huang
President: Yao-Ming Wei
Head of Accounting: Mei-Chi Wu
【Attachment 2】
CREATIVE SENSOR INC.
Audit Committee review report
The Board of Directors has supervised preparation of the Company's annual business report, individual financial statement, consolidated financial statement and earnings distribution for 2025, and the individual financial statement and consolidated financial statement have been audited by Po-Chuan Lin and Yung-Chih Lin of Pricewaterhouse Coopers PwC Certified Public Accountants, and their audit report has been duly issued. The above Business Report, parent company only financial statements, consolidated financial statements, and earnings distribution proposal have been reviewed by the Audit Committee, which found no material discrepancies.
Accordingly, this report is submitted pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.
To:
2026 Annual General Meeting of CREATIVE SENSOR INC.
CREATIVE SENSOR INC.
Convener of Audit Committee: Shi-Ying Huang
March 9, 2026
【Attachment 3】
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of CREATIVE SENSOR INC.
Opinion
We have audited the accompanying consolidated balance sheets of Creative Sensor Inc. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing 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. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2025 consolidated financial statements are outlined as follows:
Evaluation of the Reasonableness of the Purchase Price Allocation for a Significant Business Combination
Description
For the accounting policies on business combinations, please refer to Note 4(29) to the consolidated financial statements. For the accounting treatment of the business combination and the description of the purchase price allocation, please refer to Note 6(26) to the consolidated financial statements.
In October 2025, the Group acquired L&K Industries Philippines, Inc. The purchase price allocation (PPA) for this acquisition was based on a report from an external expert engaged by management. Due to the significant management judgment involved in the identification and valuation of intangible assets, and the material impact of the transaction consideration and the resulting assets (including goodwill and intangible assets) and liabilities on the financial statements, we determined the reasonableness of the PPA for this business combination to be a key audit matter for the current year.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Evaluated the competence, capabilities, and objectivity of the external valuation expert engaged by management.
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With the assistance of our internal valuation specialists, we reviewed the reasonableness of the source data and key assumptions used in the measurement of identifiable assets and liabilities within the PPA report prepared by the external expert. Our procedures included the following:
(1) Reviewing the valuation methodologies and calculation formulas used by the external expert.
(2) Reviewing the projected revenue growth rates and gross margins used, and comparing them with historical results and industry forecast reports.
(3) Reviewing the discount rate used and comparing it with the rates of return for similar assets in the market. We also compared the discount rate used in the valuation with the cost of capital assumptions for the cash-generating unit and the rates of return for similar assets.
- Reviewed the accounting treatment, presentation, and disclosure of this transaction in the financial statements.
Other matter – Reference to the audits of the other auditors
We did not audit the financial statements of certain investments accounted for using the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$334,939 thousand and NT$421,955 thousand, constituting 3.24% and 4.65% of the consolidated total assets as at December 31, 2025 and 2024, respectively, and the comprehensive (loss) income recognized from associates and joint ventures accounted for under the equity method amounted to (NT$80,614) thousand and NT$195,976 thousand, constituting (5.62%) and 14.57% of the consolidated total comprehensive income for the years then ended, respectively.
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Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Creative Sensor Inc. as at and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Group’s financial reporting process.
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Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
24
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Po-Chuan
Lin, Yung-Chih
Lin, PO-CHUAN
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 9, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
25
CREATIVE SENSOR INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 3,056,458 | 30 | $ 3,103,866 | 34 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 260,122 | 2 | 91,322 | 1 |
| 1136 | Financial assets at amortized cost - current, net | 6(3) | 12 | - | 32,737 | 1 |
| 1170 | Accounts receivable, net | 6(4) | 500,091 | 5 | 663,994 | 7 |
| 1180 | Accounts receivable - related parties, net | 6(4) and 7 | 20,379 | - | 1,273 | - |
| 1200 | Other receivables | 719 | - | 8,757 | - | |
| 1210 | Other receivables - related parties, net | 7 | 11 | - | 8 | - |
| 130X | Inventories, net | 6(5) | 386,880 | 4 | 378,608 | 4 |
| 1479 | Other current assets | 46,196 | - | 31,658 | 1 | |
| 11XX | Total current assets | 4,270,868 | 41 | 4,312,223 | 48 | |
| Non-current assets | ||||||
| 1510 | Non-current financial assets at fair value through profit or loss | 6(2) | 97,442 | 1 | - | - |
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(6) and 8 | 4,401,447 | 43 | 3,278,749 | 36 |
| 1550 | Investments accounted for using the equity method | 6(7) | 1,074,167 | 10 | 1,205,004 | 13 |
| 1600 | Property, plant and equipment, net | 6(8) and 7 | 216,830 | 2 | 144,408 | 2 |
| 1755 | Right-of-use assets | 6(9) | 85,149 | 1 | 79,764 | 1 |
| 1780 | Intangible assets | 6(26) | 160,458 | 2 | 4,649 | - |
| 1840 | Deferred income tax assets | 6(24) | 15,432 | - | 12,424 | - |
| 1990 | Other non-current assets | 6(13) | 30,643 | - | 30,689 | - |
| 15XX | Total non-current assets | 6,081,568 | 59 | 4,755,687 | 52 | |
| 1XXX | Total assets | $ 10,352,436 | 100 | $ 9,067,910 | 100 |
(Continued)
CREATIVE SENSOR INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) and 8 | $ 1,300,000 | 13 | $ 1,300,000 | 14 |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(11) | ||||
| 2170 | Accounts payable | 10,268 | - | 24,673 | - | |
| 2180 | Accounts payable - related parties | 7 | 615,394 | 6 | 737,768 | 8 |
| 2200 | Other payables | 6(12) | 225,777 | 2 | 220,455 | 3 |
| 2220 | Other payables - related parties | 7 | 313,377 | 3 | 285,907 | 3 |
| 2230 | Income tax payable | 3,428 | - | 403 | - | |
| 2280 | Current lease liabilities | 82,160 | 1 | 96,771 | 1 | |
| 2300 | Other current liabilities | 12,301 | - | 10,154 | - | |
| 21XX | Total current liabilities | 11,955 | - | 8,382 | - | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(24) | 112,805 | 1 | 111,276 | 1 |
| 2580 | Non-current lease liabilities | 39,548 | - | 34,059 | 1 | |
| 2600 | Other non-current liabilities | 6(13) | 8,701 | - | - | - |
| 25XX | Total non-current liabilities | 161,054 | 1 | 145,335 | 2 | |
| 2XXX | Total liabilities | 2,735,714 | 26 | 2,829,848 | 31 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(15) | |||||
| 3110 | Common stock | 1,378,245 | 13 | 1,341,495 | 15 | |
| Capital surplus | 6(16) | |||||
| 3200 | Capital surplus | 1,114,940 | 11 | 986,117 | 11 | |
| Retained earnings | 6(17) | |||||
| 3310 | Legal reserve | 666,396 | 7 | 628,128 | 7 | |
| 3350 | Unappropriated retained earnings | 1,677,092 | 16 | 1,499,454 | 17 | |
| Other equity interest | 6(18) | |||||
| 3400 | Other equity interest | 2,875,180 | 28 | 1,928,736 | 21 | |
| 3500 | Treasury shares | 6(15) | ( 95,155) | ( 1) | ( 145,868) | ( 2) |
| 31XX | Equity attributable to owners of the parent | 7,616,698 | 74 | 6,238,062 | 69 | |
| 36XX | Non-controlling interests | 24 | - | - | - | |
| 3XXX | Total equity | 7,616,722 | 74 | 6,238,062 | 69 | |
| Significant subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 10,352,436 | 100 | $ 9,067,910 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
(Expressed in thousands of New Taiwan dollars)
REAUNDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Net revenue | 6(19) and 7 | $ 3,720,643 | 100 | $ 4,200,192 | 100 |
| 5000 | Cost of revenue | 6(5)(23) and 7 | ( 2,956,826) | ( 80) | ( 3,341,806) | ( 80) |
| 5900 | Gross profit | 763,817 | 20 | 858,386 | 20 | |
| Operating expenses | 6(23) and 7 | |||||
| 6100 | Selling expenses | ( 64,027) | ( 2) | ( 61,063) | ( 1) | |
| 6200 | General and administrative expenses | ( 268,324) | ( 7) | ( 236,013) | ( 6) | |
| 6300 | Research and development expenses | ( 77,779) | ( 2) | ( 79,265) | ( 2) | |
| 6450 | Impairment gain (impairment loss) and reversal of impairment loss determined in accordance with IFRS 9 | 12(2) | ||||
| 36 | - | ( 99) | - | |||
| 6000 | Total operating expenses | ( 410,094) | ( 11) | ( 376,440) | ( 9) | |
| 6900 | Income from operations | 353,723 | 9 | 481,946 | 11 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(20) | 62,150 | 2 | 41,108 | 1 |
| 7010 | Other income | 6(21) and 7 | 137,069 | 4 | 134,493 | 3 |
| 7020 | Other gains and losses | 6(22) | 76,113 | 2 | ( 89,736) | ( 2) |
| 7050 | Finance costs | 6(9)(10) | ( 26,083) | ( 1) | ( 24,859) | - |
| 7060 | Share of profit or loss of associates and joint ventures accounted for using equity method, net | 6(7) | ||||
| ( 2,444) | - | 10,709 | - | |||
| 7000 | Total non-operating income and expenses | 246,805 | 7 | 71,715 | 2 | |
| 7900 | Profit before income tax | 600,528 | 16 | 553,661 | 13 | |
| 7950 | Income tax expense | 6(24) | ( 171,156) | ( 4) | ( 192,390) | ( 4) |
| 8200 | Net income | $ 429,372 | 12 | $ 361,271 | 9 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Actuarial gains on defined benefit plans | 6(13) | $ 1,823 | - | $ 2,286 | - |
| 8316 | Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income | 6(6)(18) | ||||
| 1,255,139 | 34 | 580,149 | 14 | |||
| 8320 | Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method | 6(7)(18) | ||||
| ( 99,814) | ( 3) | 333,752 | 8 | |||
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 316) | - | ( 457) | - | |
| 8310 | Other comprehensive income that will not be reclassified to profit or loss | 1,156,832 | 31 | 915,730 | 22 | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation | 6(18) | ( 148,690) | ( 4) | 65,419 | 1 |
| 8367 | Unrealized (losses) gains from investments in debt instruments measured at fair value through other comprehensive income | 6(6)(18) | ||||
| ( 2,749) | - | 2,476 | - | |||
| 8370 | Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method | 6(7)(18) | ||||
| ( 461) | - | 457 | - | |||
| 8360 | Other comprehensive income for the period | $ 1,004,932 | 27 | $ 984,082 | 23 | |
| $ 1,434,304 | 39 | $ 1,345,353 | 32 | |||
| 8300 | Other comprehensive income for the period | |||||
| Profit attributable to: | ||||||
| 8610 | Owners of parent | $ 429,621 | 12 | $ 361,271 | 9 | |
| 8620 | Non-controlling interests | ( 249) | - | - | - | |
| $ 429,372 | 12 | $ 361,271 | 9 | |||
| Comprehensive income attributable to: | ||||||
| 8710 | Owners of parent | $ 1,434,553 | 39 | $ 1,345,353 | 32 | |
| 8720 | Non-controlling interests | ( 249) | - | - | - | |
| $ 1,434,304 | 39 | $ 1,345,353 | 32 | |||
| Earnings per share (in dollars) | 6(25) | |||||
| 9750 | Basic earnings per share | $ 4.03 | $ 3.27 | |||
| 9850 | Diluted earnings per share | $ 3.98 | $ 3.25 |
The accompanying notes are an integral part of these consolidated financial statements.
CREATIVE SENSOR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2023 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent | Other equity interest | |
|---|---|---|
| Capital stock - common stock | Additional paid-in capital | Treasury stock transactions |
| Year ended December 31, 2024 | ||
| Balance at January 1, 2024 | $ 1,490,550 | |
| Net income for the period year | - | |
| Other comprehensive income for the period year | 6(18) | - |
| Total comprehensive income | - | |
| Appropriations of 2023 earnings: | 6(17) | |
| Legal reserve | - | |
| Cash dividends | - | |
| Capital reduction | 6(15) | ( 149,055) |
| Share-based payment transactions | 6(14) | - |
| Treasury shares transferred to employees | - | |
| Changes in equity of associates and joint ventures accounted for using equity method | 6(18) | |
| Disposal of financial assets at fair value through other comprehensive income | 6(6)(18) | |
| Balance at December 31, 2024 | $ 1,341,495 | |
| Year ended December 31, 2025 | ||
| Balance at January 1, 2025 | $ 1,341,495 | |
| Net income for the period | - | |
| Other comprehensive income (loss) for the period | 6(18) | |
| Total comprehensive income (loss) | - | |
| Appropriations of 2024 earnings: | 6(17) | |
| Legal reserve | - | |
| Cash dividends | - | |
| Issuance of shares | 6(15) | 36,750 |
| Share-based payment transactions | 6(14) | |
| Treasury shares transferred to employees | - | |
| Changes in equity of associates and joint ventures accounted for using equity method | 6(18) | |
| Disposal of financial assets at fair value through other comprehensive income | 6(6)(18) | |
| Changes in non-controlling interests | - | |
| Balance at December 31, 2025 | $ 1,378,245 |
The accompanying notes are an integral part of these consolidated financial statements.
30
CREATIVE SENSOR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 600,528 | $ 553,661 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6(8)(9)(23) | 45,869 | 51,929 |
| Amortization | 6(23) | 6,921 | 7,912 |
| Expected credit impairment (gains) losses | 12(2) | ( 36 ) | 99 |
| Net (profit) loss on financial assets or liabilities at fair value through profit or loss | 6(2)(11)(22) | ( 40,514 ) | 109,517 |
| Foreign currency evaluation of financial assets at fair value through other comprehensive income | 3,005 | ( 5,694 ) | |
| Interest expense | 6(9)(10) | 26,083 | 24,859 |
| Interest income | 6(20) | ( 62,150 ) | ( 41,108 ) |
| Dividend income | 6(6)(7)(21) | ( 114,331 ) | ( 111,502 ) |
| Share-based payments | 6(14) | 18,725 | 1,775 |
| Share of loss (profit) of associates and joint ventures accounted for using equity method | 6(7) | 2,444 | ( 10,709 ) |
| Net gain on disposal of investment | 6(22) | ( 124,253 ) | - |
| Net loss (gain) on disposal of property, plant and equipment | 6(22) | 1,558 | ( 1,046 ) |
| Impairment loss on financial assets | 6(7)(22) | - | 31,977 |
| Gain from lease modification | 6(9)(22) | ( 37 ) | - |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets at fair value through profit or loss | ( 140,134 ) | ( 145,448 ) | |
| Accounts receivable | 205,499 | ( 327,260 ) | |
| Accounts receivable - related parties | ( 19,106 ) | ( 1,273 ) | |
| Other receivables | 7,120 | ( 3,338 ) | |
| Other receivables - related parties | ( 25 ) | 39 | |
| Inventories | 18,150 | ( 14,735 ) | |
| Other current assets | ( 13,049 ) | ( 3,671 ) | |
| Changes in operating liabilities | |||
| Accounts payable | ( 200,955 ) | 311,475 | |
| Accounts payable - related parties | 8,623 | 219,196 | |
| Other payables | 25,611 | 49,924 | |
| Other payables - related parties | 3,025 | 6 | |
| Other current liabilities | ( 9,683 ) | 2,300 | |
| Cash inflow generated from operations | 248,888 | 698,885 | |
| Interest received | 63,017 | 40,168 | |
| Dividends received | 142,449 | 136,742 | |
| Interest paid | ( 26,083 ) | ( 24,859 ) | |
| Income tax paid | ( 171,497 ) | ( 97,505 ) | |
| Income tax refund received | 2,642 | 1,730 | |
| Net cash flows from operating activities | 259,416 | 755,161 |
(Continued)
31
CREATIVE SENSOR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Proceeds from disposal of financial assets at amortized cost | $ 33,877 | $ 166,677 | |
| Acquisition of financial assets at fair value through other comprehensive income | ( 78,943 ) | ( 50,000 ) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 6(6) | 7,671 | 26,568 |
| Redemption at maturity of financial assets at fair value through other comprehensive income | 98,115 | - | |
| Acquisition of subsidiaries (net of cash acquired) | 6(26) | ( 130,183 ) | - |
| Acquisition of property, plant and equipment | 6(27) | ( 97,433 ) | ( 30,231 ) |
| Proceeds from disposal of property, plant and equipment | 2,842 | 1,046 | |
| Acquisition of intangible assets | ( 9,719 ) | ( 3,063 ) | |
| Increase in refundable deposits | ( 40 ) | ( 117 ) | |
| Increase in other non-current assets | ( 913 ) | ( 7,125 ) | |
| Net cash flows (used in) from investing activities | ( 174,726 ) | 103,755 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayments of lease principal | 6(28) | ( 10,589 ) | ( 10,160 ) |
| Issuance of shares | 6(15) | 147,000 | - |
| Payment of cash dividends | 6(17) | ( 272,203 ) | ( 157,270 ) |
| Change in non-controlling interests arising from the establishment of a subsidiary | 273 | - | |
| Acquisition of treasury shares | - | ( 144,023 ) | |
| Treasury shares sold to employees | 50,561 | 28,760 | |
| Net cash flows used in financing activities | ( 84,958 ) | ( 282,693 ) | |
| Effect of exchange rate | ( 47,140 ) | 55,680 | |
| Net (decrease) increase in cash and cash equivalents | ( 47,408 ) | 631,903 | |
| Cash and cash equivalents at beginning of year | 3,103,866 | 2,471,963 | |
| Cash and cash equivalents at end of year | $ 3,056,458 | $ 3,103,866 |
The accompanying notes are an integral part of these consolidated financial statements.
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of CREATIVE SENSOR INC.
Opinion
We have audited the accompanying parent company only balance sheets of Creative Sensor Inc. as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at 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 parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
32
33
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2025 financial statements are outlined as follows:
Evaluation of the Reasonableness of the Purchase Price Allocation for a Significant Business Combination
Description
For the accounting policies on business combinations, please refer to Note 4(29) to the consolidated financial statements. For the accounting treatment of the business combination and the description of the purchase price allocation, please refer to Note 6(26) to the consolidated financial statements.
In October 2025, the Group acquired L&K Industries Philippines, Inc. The purchase price allocation (PPA) for this acquisition was based on a report from an external expert engaged by management. Due to the significant management judgment involved in the identification and valuation of intangible assets, and the material impact of the transaction consideration and the resulting assets (including goodwill and intangible assets) and liabilities on the financial statements, we determined the reasonableness of the PPA for this business combination to be a key audit matter for the current year.
34
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Evaluated the competence, capabilities, and objectivity of the external valuation expert engaged by management.
-
With the assistance of our internal valuation specialists, we reviewed the reasonableness of the source data and key assumptions used in the measurement of identifiable assets and liabilities within the PPA report prepared by the external expert. Our procedures included the following:
(1) Reviewing the valuation methodologies and calculation formulas used by the external expert.
(2) Reviewing the projected revenue growth rates and gross margins used, and comparing them with historical results and industry forecast reports.
(3) Reviewing the discount rate used and comparing it with the rates of return for similar assets in the market. We also compared the discount rate used in the valuation with the cost of capital assumptions for the cash-generating unit and the rates of return for similar assets.
- Reviewed the accounting treatment, presentation, and disclosure of this transaction in the financial statements.
35
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for using the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for using the equity method amounted to NT$334,939 thousand and NT$421,955 thousand, constituting 3.15% and 4.68% of the total assets as at December 31, 2025 and 2024, respectively, and the comprehensive (loss) income recognized from associates and joint ventures accounted for using the equity method amounted to NT$(80,614) thousand and NT$195,976 thousand, constituting (5.62%) and 14.57% of the total comprehensive income for the years then ended, respectively.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including Audit Committee, are responsible for overseeing the Company's financial reporting process.
36
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
37
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Po-Chuan
LIN, PO-CHUAN
Lin, Yung-Chih
Lin, Yung-Chih
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 9, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
38
CREATIVE SENSOR INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 2,198,300 | 21 | $ 1,790,536 | 20 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 260,122 | 2 | 91,322 | 1 |
| 1136 | Financial assets at amortized cost - current, net | 6(3) | 12 | - | 12 | - |
| 1170 | Accounts receivable, net | 6(4) | 450,758 | 4 | 663,994 | 7 |
| 1180 | Accounts receivable - related parties, net | 6(4) and 7 | 20,379 | - | 1,273 | - |
| 1200 | Other receivables | 222 | - | 570 | - | |
| 1210 | Other receivables - related parties, net | 7 | 54,312 | 1 | 64,110 | 1 |
| 130X | Inventories, net | 6(5) | 9,641 | - | 5,769 | - |
| 1470 | Other current assets | 24,687 | - | 17,313 | - | |
| 11XX | Total current assets | 3,018,433 | 28 | 2,634,899 | 29 | |
| 1510 | Non-current financial assets at fair value through profit or loss | 6(2) | 97,442 | 1 | - | - |
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(6) and 8 | 4,401,447 | 42 | 3,278,749 | 36 |
| 1550 | Investments accounted for using the equity method | 6(7) | 2,947,799 | 28 | 3,021,078 | 34 |
| 1600 | Property, plant and equipment, net | 6(8) and 7 | 95,251 | 1 | 8,782 | - |
| 1755 | Right-of-use assets | 6(9) | 33,630 | - | 43,982 | 1 |
| 1780 | Intangible assets | 2,652 | - | 4,265 | - | |
| 1840 | Deferred income tax assets | 6(24) | 12,530 | - | 9,376 | - |
| 1900 | Other non-current assets | 6(13) | 25,501 | - | 24,523 | - |
| 15XX | Total non-current assets | 7,616,252 | 72 | 6,390,755 | 71 | |
| 1XXX | Total assets | $ 10,634,685 | 100 | $ 9,025,654 | 100 |
(Continued)
CREATIVE SENSOR INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) and 8 | $ 1,300,000 | 12 | $ 1,300,000 | 15 |
| 2120 | Financial liabilities at fair value | 6(11) | ||||
| through profit or loss - current | 10,268 | - | 24,673 | - | ||
| 2170 | Accounts payable | 8,755 | - | 14,737 | - | |
| 2180 | Accounts payable - related parties | 7 | 1,247,144 | 12 | 1,045,843 | 12 |
| 2200 | Other payables | 6(12) | 240,651 | 2 | 206,773 | 2 |
| 2220 | Other payables - related parties | 7 | 6,753 | - | 6,130 | - |
| 2230 | Income tax payable | 66,124 | 1 | 63,090 | 1 | |
| 2280 | Current lease liabilities | 10,378 | - | 10,154 | - | |
| 2300 | Other current liabilities | 8,786 | - | 4,710 | - | |
| 21XX | Total current liabilities | 2,898,859 | 27 | 2,676,110 | 30 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(24) | 95,401 | 1 | 77,423 | 1 |
| 2580 | Non-current lease liabilities | 23,727 | - | 34,059 | - | |
| 25XX | Total non-current liabilities | 119,128 | 1 | 111,482 | 1 | |
| 2XXX | Total liabilities | 3,017,987 | 28 | 2,787,592 | 31 | |
| Equity | ||||||
| Share capital | 6(15) | |||||
| 3110 | Common stock | 1,378,245 | 13 | 1,341,495 | 15 | |
| Capital surplus | 6(16) | |||||
| 3200 | Capital surplus | 1,114,940 | 10 | 986,117 | 11 | |
| Retained earnings | 6(17) | |||||
| 3310 | Legal reserve | 666,396 | 6 | 628,128 | 7 | |
| 3350 | Unappropriated retained earnings | 1,677,092 | 16 | 1,499,454 | 17 | |
| Other equity interest | 6(18) | |||||
| 3400 | Other equity interest | 2,875,180 | 28 | 1,928,736 | 21 | |
| 3500 | Treasury shares | 6(15) | ( 95,155) | ( 1) | ( 145,868) | ( 2) |
| 3XXX | Total equity | 7,616,698 | 72 | 6,238,062 | 69 | |
| Significant subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 10,634,685 | 100 | $ 9,025,654 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
41
CREATIVE SENSOR INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Net revenue | 6(19) and 7 | $ 3,672,680 | 100 | $ 4,200,192 | 100 |
| 5000 | Cost of revenue | 6(5)(23) and 7 | ( 3,107,472) | ( 84) | ( 3,626,275) | ( 86) |
| 5900 | Gross profit | 565,208 | 16 | 573,917 | 14 | |
| Operating expenses | 6(23) and 7 | |||||
| 6100 | Selling expenses | ( 54,607) | ( 2) | ( 49,322) | ( 1) | |
| 6200 | General and administrative expenses | ( 233,356) | ( 6) | ( 207,371) | ( 5) | |
| 6300 | Research and development expenses | ( 75,530) | ( 2) | ( 77,130) | ( 2) | |
| 6450 | Impairment gain (Impairment loss) and | 12(2) | ||||
| reversal of impairment loss determined in | ||||||
| accordance with IFRS 9 | 36 | - | ( 99) | - | ||
| 6000 | Total operating expenses | ( 363,457) | ( 10) | ( 333,922) | ( 8) | |
| 6900 | Income from operations | 201,751 | 6 | 239,995 | 6 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(20) and 7 | 40,256 | 1 | 31,709 | 1 |
| 7010 | Other income | 6(21) and 7 | 131,382 | 3 | 127,789 | 3 |
| 7020 | Other gains and losses | 6(22) | ( 8,517) | - | ( 134,921) | ( 3) |
| 7050 | Finance costs | 6(9)(10) | ( 25,672) | ( 1) | ( 24,859) | ( 1) |
| 7070 | Share of profit or loss of associates and | 6(7) | ||||
| joint ventures accounted for using equity | ||||||
| method, net | 207,073 | 6 | 211,454 | 5 | ||
| 7000 | Total non-operating income and | |||||
| expenses | 344,522 | 9 | 211,172 | 5 | ||
| 7900 | Prpfit before income tax | 546,273 | 15 | 451,167 | 11 | |
| 7950 | Income tax expense | 6(24) | ( 116,652) | ( 3) | ( 89,896) | ( 2) |
| 8200 | Net income | $ 429,621 | 12 | $ 361,271 | 9 | |
| Components of other comprehensive | ||||||
| income that will not be reclassified to | ||||||
| profit or loss | ||||||
| 8311 | Actuarial gains on defined benefit plan | 6(13) | $ 1,520 | - | $ 2,286 | - |
| 8316 | Unrealized gains from investments in | 6(6)(18) | ||||
| equity instruments measured at fair value | ||||||
| through other comprehensive income | 1,255,139 | 34 | 580,149 | 14 | ||
| 8330 | Share of other comprehensive (loss) | 6(7)(18) | ||||
| income of associates and joint ventures | ||||||
| accounted for using equity method | ( 99,523) | ( 3) | 333,752 | 8 | ||
| 8349 | Income tax related to components of | 6(24) | ||||
| other comprehensive income that will not | ||||||
| be reclassified to profit or loss | ( 304) | - | ( 457) | - | ||
| 8310 | Other comprehensive income that will | |||||
| not be reclassified to profit or loss | 1,156,832 | 31 | 915,730 | 22 | ||
| Components of other comprehensive | ||||||
| income that will be reclassified to profit | ||||||
| or loss | ||||||
| 8361 | Exchange differences on translation | 6(7)(18) | ( 148,690) | ( 4) | 65,419 | 1 |
| 8367 | Unrealized (losses) gains from | 6(6)(18) | ||||
| investments in debt instruments | ||||||
| measured at fair value through other | ||||||
| comprehensive income | ( 2,749) | - | 2,476 | - | ||
| 8380 | Share of other comprehensive (loss) | 6(7)(18) | ||||
| income of associates and joint ventures | ||||||
| accounted for using equity method | ( 461) | - | 457 | - | ||
| 8360 | Other comprehensive (loss) income | |||||
| that will be reclassified to profit or loss | ( 151,900) | ( 4) | 68,352 | 1 | ||
| 8300 | Other comprehensive income for the year | $ 1,004,932 | 27 | $ 984,082 | 23 | |
| 8500 | Total comprehensive income for the year | $ 1,434,553 | 39 | $ 1,345,353 | 32 | |
| Earnings per share (in dollars) | 6(25) | |||||
| 9750 | Basic earnings per share | $ 4.03 | $ 3.27 | |||
| 9850 | Diluted earnings per share | $ 3.98 | $ 3.25 |
The accompanying notes are an integral part of these parent company only financial statements.
CREATIVE SENSOR INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2023 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Capital stock common stock | Additional paid-in capital | Treasury stock transactions | Capital Reserves | Retained Earnings | Other equity interest | Treasury shares | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital surplus, changes in equity of associates and joint ventures accounted for using equity method | Capital surplus, employee share options | Options expired | Legal reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | |||||||
| Year ended December 31, 2024 | |||||||||||||
| Balance at January 1, 2024 | $ 1,490,550 | $ 970,251 | $ 13,293 | $ 607 | $ - | $ 50 | $ 571,311 | $ 1,330,863 | $ 46,332 | $ 919,729 | ($ 179,746) | $ 5,163,240 | |
| Net income for the year | - | - | - | - | - | - | - | 361,271 | - | - | - | 361,271 | |
| Other comprehensive income for the period | 6(18) | - | - | - | - | - | - | - | 2,535 | 65,875 | 915,671 | - | 984,082 |
| Total comprehensive income | - | - | - | - | - | - | - | 363,806 | 65,875 | 915,671 | - | 1,345,353 | |
| Appropriations of 2023 earnings: | 6(17) | ||||||||||||
| Legal reserve | - | - | - | - | - | - | 56,817 | ( 56,817) | - | - | - | - | |
| Cash dividends | - | - | - | - | - | - | - | ( 157,270) | - | - | - | ( 157,270) | |
| Capital reduction | 6(15) | ( 149,055) | - | - | - | - | - | - | - | - | - | 5,032 | ( 144,023) |
| Share-based payment transactions | 6(14) | - | - | - | - | 1,775 | - | - | - | - | - | - | 1,775 |
| Treasury shares transferred to employees | - | - | 1,601 | - | ( 1,775) | 88 | - | - | - | - | 28,846 | 28,760 | |
| Changes in equity of associates and joint ventures accounted for using equity method | 6(18) | - | - | 227 | - | - | - | 7,879 | - | ( 7,879) | - | 227 | |
| Disposal of financial assets at fair value through other comprehensive income | 6(6)(18) | - | - | - | - | - | - | 10,993 | - | ( 10,993) | - | - | |
| Balance at December 31, 2024 | $ 1,341,495 | $ 970,251 | $ 14,894 | $ 834 | $ - | $ 138 | $ 628,128 | $ 1,499,454 | $ 112,208 | $ 1,816,528 | ($ 145,868) | $ 6,238,062 | |
| Year ended December 31, 2023 | |||||||||||||
| Balance at January 1, 2025 | $ 1,341,495 | $ 970,251 | $ 14,894 | $ 834 | $ - | $ 138 | $ 628,128 | $ 1,499,454 | $ 112,208 | $ 1,816,528 | ($ 145,868) | $ 6,238,062 | |
| Net income for the year | - | - | - | - | - | - | - | 429,621 | - | - | - | 429,621 | |
| Other comprehensive income (loss) for the period | 6(18) | - | - | - | - | - | - | - | 1,648 | ( 149,151) | 1,152,435 | - | 1,004,932 |
| Total comprehensive income | - | - | - | - | - | - | - | 431,260 | ( 149,151) | 1,152,435 | - | 1,434,553 | |
| Appropriations of 2024 earnings: | 6(17) | ||||||||||||
| Legal reserve | - | - | - | - | - | - | 38,268 | ( 38,268) | - | - | - | - | |
| Cash dividends | - | - | - | - | - | - | - | ( 272,203) | - | - | - | ( 272,203) | |
| Issuance of shares | 6(15) | 36,750 | 110,250 | - | - | - | - | - | - | - | - | - | 147,000 |
| Share-based payment transactions | 6(14) | - | - | - | 18,725 | - | - | - | - | - | - | - | 18,725 |
| Treasury shares transferred to employees | - | - | 12,878 | ( 18,725) | - | 5,695 | - | - | - | - | 50,713 | 50,561 | |
| Changes in equity of associates and joint ventures accounted for using equity method | 6(18) | 57,217 | - | ( 57,217) | - | - | |||||||
| Disposal of financial assets at fair value through other comprehensive income | 6(6)(18) | ( 377) | - | 377 | - | - | |||||||
| Balance at December 31, 2025 | $ 1,378,245 | $ 1,080,501 | $ 27,772 | $ 834 | $ - | $ 5,833 | $ 666,396 | $ 1,677,092 | ($ 36,943) | $ 2,912,123 | ($ 95,155) | $ 7,616,698 |
The accompanying notes are an integral part of these parent company only financial statements.
43
CREATIVE SENSOR INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 546,273 | $ 451,167 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6(8)(9)(23) | 13,422 | 13,892 |
| Amortization | 6(23) | 1,813 | 2,168 |
| Expected credit impairment (gains) losses | 12(2) | ( 36 ) | 99 |
| Net (profit) loss on financial assets or liabilities at fair value through profit or loss | 6(2)(11)(22) | ( 40,514 ) | 109,517 |
| Foreign currency evaluation of financial assets at fair value through other comprehensive income | 3,005 | ( 5,694 ) | |
| Interest expense | 6(9)(10) | 25,672 | 24,859 |
| Interest income | 6(20) | ( 40,256 ) | ( 31,709 ) |
| Dividend income | 6(6)(7)(21) | ( 114,331 ) | ( 111,502 ) |
| Share-based payments | 6(14) | 18,725 | 1,775 |
| Share of profit of associates and joint ventures accounted for using equity method | 6(7) | ( 207,073 ) | ( 211,454 ) |
| Impairment loss on financial assets | 6(7)(22) | - | 31,977 |
| Gains on lease modification | 6(9)(22) | ( 37 ) | - |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets at fair value through profit or loss | ( 140,134 ) | ( 145,448 ) | |
| Accounts receivable | 213,295 | ( 327,260 ) | |
| Accounts receivable - related parties, net | ( 19,106 ) | ( 1,273 ) | |
| Other receivables | ( 888 ) | ( 99 ) | |
| Other receivables - related parites | 9,775 | ( 36,968 ) | |
| Inventories, net | ( 3,872 ) | ( 5,280 ) | |
| Other current assets (increase) decrease | ( 94 ) | 1,531 | |
| Changes in operating liabilities | |||
| Accounts payable | ( 5,982 ) | 13,055 | |
| Accounts payable - related parties | 201,301 | 635,026 | |
| Other payables | 33,877 | 29,287 | |
| Other payables - related parties | 624 | 2,567 | |
| Other current liabilities | 4,191 | 258 | |
| Cash inflow generated from operations | 499,650 | 440,491 | |
| Interest received | 41,334 | 30,898 | |
| Dividends received | 292,805 | 226,677 | |
| Interest paid | ( 25,672 ) | ( 24,859 ) | |
| Income tax paid | ( 99,099 ) | ( 47,863 ) | |
| Net cash flows from operating activities | 709,018 | 625,344 |
(Continued)
44
CREATIVE SENSOR INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of non-current financial assets at fair value through other comprehensive income | ($ 78,943) | ($ 50,000) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 6(6) | 7,671 | 26,568 |
| Redemption at maturity of financial assets at fair value | 98,115 | - | |
| Acquisition of investments accounted for using equity method | 6(7) | ( 154,189) | - |
| Acquisition of property, plant and equipment | 6(26) | ( 89,414) | ( 6,177) |
| Proceeds from disposal of property, plant and equipment | - | 825 | |
| Acquisition of intangible assets | ( 200) | ( 2,667) | |
| Increase in refundable deposits | - | ( 117) | |
| Decrease in other non-current assets | 543 | 553 | |
| Net cash flows used in investing activities | ( 216,417) | ( 31,015) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayments of lease principal | 6(27) | ( 10,195) | ( 10,160) |
| Payment of cash dividends | 6(17) | ( 272,203) | ( 157,270) |
| Capital reduction | 6(15) | - | ( 144,023) |
| Capital increase | 6(15) | 147,000 | - |
| Treasury shares sold to employees | 50,561 | 28,760 | |
| Net cash flows used in financing activities | ( 84,837) | ( 282,693) | |
| Net increase in cash and cash equivalents | 407,764 | 311,636 | |
| Cash and cash equivalents at beginning of year | 1,790,536 | 1,478,900 | |
| Cash and cash equivalents at end of year | $ 2,198,300 | $ 1,790,536 |
The accompanying notes are an integral part of these parent company only financial statements.
【Attachment 4】
CREATIVE SENSOR INC.
Table of Comparison for the Articles of Incorporation before and after Revision
| Amended Provisions | Current provisions | Revisions Remarks |
|---|---|---|
| Article 2: The scope of business of the Company shall be as follows: (1) CC01080 Electronic Parts and Components Manufacturing (Omitted below) (47) CB01010 Mechanical Equipment Manufacturing. (48) CB01020 Affairs Machine Manufacturing. (49) CB01990 Other Machinery Manufacturing. (50) C701010 Printing. (51) C805070 Reinforced Plastic Products Manufacturing (52) C805990 Other Plastic Products Manufacturing (53) CQ01010 Mold and Die Manufacturing (54) F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories. (55) F114060 Wholesale of Ship and Component Parts (56) F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories (57) F214060 Retail Sale of Ship and Component Parts Thereof (58) IZ99990 Other Industrial and Commercial Services (59) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. | Article 2: The scope of business of the Company shall be as follows: (1) CC01080 Electronic Parts and Components Manufacturing (Omitted below) (47) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. | Addition of the Company's business operations and adjustment of item numbering. |
| Article 21 The Articles of Incorporation was concluded by the sponsors' meeting on May 29, 1998 with the consent of all sponsors, and subsequently amended as follows: (Omitted) The 21st amendment on June 10, 2022. The 22nd amendment on May 31, 2023. The 23rd amendment on May 31, 2024. The 24th amendment on May 20, 2025. The 25th amendment on May 25, 2026. | Article 21 The Articles of Incorporation was concluded by the sponsors' meeting on May 29, 1998 with the consent of all sponsors, and subsequently amended as follows: (Omitted) The 21st amendment on June 10, 2022. The 22nd amendment on May 31, 2023. The 23rd amendment on May 31, 2024. The 24th amendment on May 20, 2025. | Increase the number and date of revisions. |
[Attachment 5]
Creative Sensor Inc.
Comparison Table of Amendments to the "Procedures for Acquisition or Disposal of Assets"
| Amended Provisions | Current Provisions | Description of Amendments |
|---|---|---|
| Article 8 Procedures for Acquisition or Disposal of Investments in Marketable Securities (Omitted) II. Procedures for determining transaction terms and authorization limits (II) For the purchase or sale of marketable securities not conducted on a centralized trading market or at a securities firm's business premises, the most recent financial statements of the target company, audited or reviewed by a CPA, shall first be obtained as a reference for evaluating the transaction price, taking into consideration its net asset value per share, profitability, and future development potential. Approval authority for such transactions shall be handled in accordance with the Company's “Approval Authority Table.” | Article 8 Procedures for Acquisition or Disposal of Investments in Marketable Securities (Omitted) II. Procedures for determining transaction terms and authorization limits (II) For marketable securities not conducted on a centralized trading market or at a securities firm's business premises, the most recent financial statements of the target company, audited or reviewed by a CPA, shall first be obtained as a reference for evaluating the transaction price, taking into consideration its net asset value per share, profitability, and future development potential. For acquisitions, approval by the Board of Directors is required prior to execution; for disposals, authorization is granted to the Chairman for decision, with subsequent reporting to the Board of Directors. | Adjustment of the authorization and approval mechanism due to operational management needs. |
| Article 19 Date of Amendment (Omitted) These Procedures were amended for the tenth time on June 10, 2022. These Procedures were amended for the eleventh time on May 25, 2026. | Article 19 Date of Amendment (Omitted) These Procedures were amended for the tenth time on June 10, 2022. | Addition of amendment date. |
47
Appendix
【Appendix 1】
CREATIVE SENSOR INC.
Articles of Incorporation (Original Provisions)
Chapter 1 General Rules
Article 1: The Company has been duly incorporated in accordance with the provisions for a Company Limited by Shares as provided in the Company Act and named: CREATIVE SENSOR INC.
Article 2: The scope of business activities of the Company shall be as follows:
(1) CC01080 Electronic Parts and Components Manufacturing.
(2) CC01110 Computers and Computing Peripheral Equipments Manufacturing.
(3) CC01060 Wired Communication Equipment and Apparatus Manufacturing.
(4) CC01070 Telecommunication Equipment and Apparatus Manufacturing.
(5) CC01100 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
(6) CE01010 Precision Instruments Manufacturing.
(7) CE01030 Photographic and Optical Equipment Manufacturing.
(8) F401010 International Trade.
(9) F119010 Wholesale of Electronic Materials.
(10) F113050 Wholesale of Computing and Business Machinery Equipment.
(11) F113070 Wholesale of Telecom Instruments.
(12) F113030 Wholesale of Precision Instruments.
(13) F219010 Retail Sale of Electronic Materials.
(14) F213030 Retail sale of Computing and Business Machinery Equipment.
(15) F213060 Retail Sale of Telecom Instruments.
(16) F213040 Retail Sale of Precision Instruments.
(17) I301010 Software Design Services.
(18) CC01040 Lighting Equipment Manufacturing
(19) CC01990 Manufacturing of other electrical and electronic machinery and equipment.
(20) CD01010 Ships and Parts Manufacturing
(21) CD01020 Rail Vehicle and Parts Manufacturing
(22) CD01030 Motor Vehicles and Parts Manufacturing
(23) CD01040 Motorcycles and Parts Manufacturing
(24) CD01050 Bicycles and Parts Manufacturing
(25) CD01060 Aircraft and Parts Manufacturing
(26) CD01990 Other Transport Equipment and Parts Manufacturing
(27) CE01990 Other Optics and Precision Instrument Manufacturing
(28) F114070 Wholesale of Aircraft and Component Parts Thereof
(29) F116010 Wholesale of Camera Equipment
(30) F213090 Retail Sale of Traffic Sign Equipments and Materials
(31) F214070 Retail Sale of Aircraft and Component Parts Thereof
(32) C805050 Industrial Plastic Products Manufacturing
(33) F216010 Retail Sale of Camera Equipment.
(34) CC01090 Manufacture of Batteries and Accumulators.
(35) F113110 Wholesale of Batteries.
(36) F213110 Retail Sale of Batteries.
(37) C801010 Basic Chemical Industrial.
(38) C801030 Precision Chemical Material Manufacturing.
(39) C801990 Other Chemical Materials Manufacturing.
(40) CA05010 Powder Metallurgy.
(41) F107200 Wholesale of Chemical Feedstock.
(42) F107990 Wholesale of Other Chemical Products.
(43) F207200 Retail Sale of Chemical Feedstock.
(44) IG03010 Energy Technical Services.
(45) C801100 Synthetic Resin and Plastic Manufacturing.
(46) C802120 Industrial and Additive Manufacturing.
(47) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company shall be headquartered in Taipei City, and may establish domestic or foreign Branches, subject to approval by the Board of Directors.
Chapter 2 Shares
Article 4: The Company may invest in other business entities, and the total investments shall not be subject to the restrictions imposed under Article 13 of The Company Act (i.e. 40% of paid-in capital).
Article 4-1: The Company may provide guarantees to outside parties for business-related purposes.
Article 5: The Company has an authorized capital of NTD 2,500,000,000, divided into 250,000,000 shares, at a par value of NTD10 per share. The Board of Directors is authorized to issue the remaining shares at any specified times as considered necessary to support business activities.
The amount of authorized capital mentioned in the preceding paragraph shall have NTD150,000,000 reserved for the issuance of employee subscription warrants, for a total of 15,000,000 shares, at a par value of NTD10 per share. The Board of Directors is authorized to issue same at any specified times.
Article 5-1: Subject to the consent of more the two-thirds of voting rights in a shareholders' meeting where more than half of outstanding shares are represented, the Company may issue employee warrants at exercise prices lower than the closing market price of its common share on the date of issuance, and transfer treasury stocks to employees at prices lower than the average buyback price.
Article 6: The Company issues shares to registered owners, and is exempted from printing share certificates for the issued shares. All issued shares must be registered with the centralized depository institution.
Article 7: Transfer of share ownership shall be suspended: a) during the sixty (60) days prior to an annual general meeting, and b) during the thirty (30) days prior to an extraordinary shareholders' meeting, and c) during the 5 days prior to the baseline date of any dividend, bonus or rights distribution.
Chapter 3 Shareholders' Meeting
Article 8: The Company holds two types of shareholders' meetings: the annual general meeting and extraordinary shareholders' meetings:
I. The annual general meeting must be convened within six months after the end of a financial year.
II. Extraordinary shareholders' meetings may be held whenever deemed necessary, subject to compliance with laws.
With regard to the convening of the aforementioned shareholders’ meetings, the Company is required to notify all shareholders at least thirty days before an annual general meeting or fifteen days before an extraordinary shareholders’ meeting with details including the date, venue and agenda, and make corresponding public announcements.
Article 8-1: Shareholders’ meetings of the Company may be convened via video conference or by other means as announced by the competent central authority.
Article 9: Shareholders’ meetings convened by the Board of Directors are chaired by the Chairman. If the Chairman is absent for any reason, the Vice Chairman shall act as the deputy thereof. If the Vice Chairman is unavailable or is absent for cause, the Chairman will appoint one of the directors to act on his/her behalf. If no one is appointed, the remaining directors shall appoint one among themselves to perform the Chairman’s duties on his/her behalf.
For shareholders’ meetings that are convened by any authorized party other than the Board of Directors, the convener will chair the meeting. If there are two or more conveners acting concomitantly, one shall be appointed among themselves to chair the meeting.
Article 10: If a shareholder is unable to attend the shareholders’ meeting in person, they may appoint a proxy by completing the Company’s proxy form. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 11: A shareholder shall be entitled to one voting right for each share held, except when the shares are restricted to shares or deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.
Article 12: Except as otherwise regulated by The Company Act, a shareholders’ meeting resolution is adopted when a quorum of more than half of all outstanding shares are represented in the meeting, and the resolution is voted in favor by more than half of all voting rights represented during the meeting.
Chapter 4 Director, Supervisor, Audit Committee, and Managerial Officer
Article 13: The Board of Directors of the company shall have seven to eleven directors, who are appointed by the shareholders’ meeting on the basis of their capacity for a term of three years, and may be re-elected. Among the above-mentioned number of directors, the number of independent directors shall not be less than three, and shall not be less than 5% of the seats of directors. The system of nomination of director candidates is adopted, and the shareholders shall choose them from the list of director candidates. The nomination method shall be handled in accordance with Article 192-1 of the Company Act. The company may purchase liability insurance for the directors within the scope of compensation that they should bear according to law.
Article 13-1: The Board of Directors is authorized to determine the level of remuneration for the Chairman, Vice Chairman, directors and supervisors based on individual participation and contribution to the Company’s operations, and with due regard to industry peers.
Article 13-2: The Company has an audit committee in accordance with the law, which is composed of all the independent directors.
The Audit Committee shall perform the functions and powers required by The Company Act, the Securities Exchange Law and other laws exercised by supervisors. The number, term in office, powers and rules of procedure of the Audit Committee, and the resources that the company shall
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provide when exercising its powers and duties shall be separately stipulated according to the organizational rules of the Audit Committee.
Article 14: The implementation of the Company's business shall be decided by the Board of Directors, except for matters to be decided by the shareholders' meeting according to the Company Act or the Articles of Incorporation, including but not limited to the following paragraphs:
I. Approval of key policies, rules, and contracts.
II. Proposal of business plans.
III. Approval of budget and year-end account’s settlement and closure.
IV. Appointment and dismissal of Company managers.
V. Proposal of earnings distribution or loss reimbursement plans.
VI. Proposal of capital increment or reduction plans.
VII. Reporting to supervisors about possible, significant losses that the Company may incur.
VIII. Approval of investment and management in domestic or foreign businesses.
Article 15: The Board of Directors is composed of directors. The attendance of more than two-thirds of the directors constitutes a quorum, and the consent of more than half of the directors present, may mutually recommend one chairman and one vice chairman in the same way. The chairman is in charge of all business matters internally, and represents the company externally. If the chairman can't personally undertake such matters, the vice-chairman will act in his stead. If there is no vice-chairman or vice-chairman can't undertake matters in person, the chairman of the board shall appoint a director to act on his behalf; If the chairman of the Board of Directors fails to appoint an agent, the directors shall appoint one from among themselves.
When the chairman of the Board of Directors asks for leave or is unable to exercise his functions and powers for some reason, his delegate shall be handled according to Article 208 of the Company Act. A director may issue a power of attorney, list the scope of authorization for the discussion, and entrust other directors to attend the Board of Directors as a delegate, but each director shall be entrusted by only one person.
Article 16: Unless otherwise stipulated in the Company Act, the Board of Directors shall be convened by the chairman. The convening of the Board of Directors of the Company may be served by notification to all directors in writing, by E-mail or by fax. Unless otherwise stipulated in the Company Act, the resolution of the Board of Directors shall be made with the attendance of a quorum of more than half of the directors, and the consent of more than half of the directors present.
Article 17: The Company may appoint a number of managers, such as a general manager, deputy general manager and assistant manager, who shall be appointed or dismissed in accordance with Article 29 of the Company Act. The general manager shall accept the orders of the chairman of the Board of Directors and take charge of all business of the Company.
Chapter 5 Accounting
Article 18: The Board of Directors is responsible for preparing the following statements and reports at the end of each financial year. These statements and reports are subject to supervisors' review before they are presented during the annual general shareholders' meeting.
I. Report on Operations
II. Financial statements
III. Earnings allocations or loss reimbursement proposals.
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Article 19: If the Company records a profit for the year, it shall allocate 5% to 15% of such profit as employee compensation, of which no less than 15% shall be distributed to grassroots employees, and allocate no more than 5% as directors’ remuneration. However, if the Company has accumulated losses from prior years, such losses shall first be offset before allocating employee compensation and directors’ remuneration from the current year’s profit, and the remaining balance shall then be allocated in accordance with the prescribed ratios.
If the employee's remuneration referred to in the preceding paragraph can be paid in stock or cash. For allocation of employee remuneration or Directors’ remuneration, a quorum of the Board of Directors shall require attendance by more than two-thirds of the directors and adopting a resolution only with the consent of more than half of the directors present, and report to the shareholders' meeting.
The recipients of stock or cash distributions referred to in the preceding paragraph may include employees of subordinate companies who meet certain conditions, which shall be determined by the Board of Directors. Grassroots employees shall be identified in accordance with the annual salary benchmark for grassroots employees announced under the Ministry of Economic Affairs’ “Regulations Governing Additional Deduction of Salary Expenses for SME Employee Salary Increases.”
Article 19-1: Upon the close of each semi-annual accounting period, if the Company has earnings, such earnings shall be distributed in the following order:
I. Tax payments.
II. Make up for any losses.
III. An amount equivalent to 10% shall be appropriated as legal reserve; however, this shall not apply when the accumulated legal reserve has already reached the Company’s total paid-in capital.
IV. Set aside or transfer back special surplus reserves in accordance with the regulations of the competent authority.
V. After deducting the amount specified in paragraphs 1 to 4, if there is a balance, which is equal to the accumulated undistributed surplus, the Board of Directors shall draw up a surplus distribution proposal and submit it to the shareholders' meeting for resolution.
Prior to the distribution of earnings, the Company shall estimate and reserve employee compensation and directors’ remuneration, and shall distribute such amounts at the end of each fiscal year in accordance with the provisions of the preceding article. The company's operating environment is a steadily growing industry. As there are plans for factory expansion and reinvestment in the future, the distribution of surplus is based on the principle of 80% shareholder dividend. The proportion of cash dividends paid to shareholders in the preceding paragraph in each year shall be 50%, but at least not less than 5%.
Chapter 6 Supplementary Provisions
Article 20: Any matters that are not addressed in the Articles of Incorporation shall be governed by The Company Act and relevant regulations.
Article 21: The Articles of Incorporation is instituted by all the founders represented or present at the founders meeting on May 29, 1998.
The 1st amendment on March 4, 1999.
The 2nd amendment on June 14, 1999.
The 3rd amendment on May 17, 2000.
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The 4th amendment on May 24, 2001.
The 5th amendment on June 12, 2002.
The 6th amendment on June 20, 2003.
The 7th amendment on June 7, 2004.
The 8th amendment on June 7, 2004.
The 9th amendment on May 20, 2005.
The 10th amendment on June 14, 2006.
The 11th amendment on June 21, 2007.
The 12th amendment on June 19, 2008.
The 13th amendment on June 16, 2009.
The 14th amendment on June 13, 2012.
The 15th amendment on June 11, 2013.
The 16th amendment on June 12, 2014.
The 17th amendment on June 15, 2016.
The 18th amendment was made on June 27, 2018.
The 19th amendment was made on June 12, 2020.
The 20th amendment was made on July 9, 2021.
The 21st amendment was made on June 10, 2022.
The 22nd amendment was made on May 31, 2023.
The 23rd amendment was made on May 31, 2024.
The 24th amendment was made on May 20, 2025.
【Appendix 2】
CREATIVE SENSOR INC.
Procedures for Acquisition or Disposal of Assets (Original Provisions)
Article 1 Purpose
These Procedures are stipulated to protect the shareholders’ equity and to protect the interests of investors.
Article 2 Legal Basis
These Procedures are stipulated according to Article 36-1 of the Securities and Exchange Act and relevant requirements specified in the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article 3 Scope of Assets
I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
II. Real property (including land, houses and buildings, investment property, land use right and construction enterprise inventory) and equipment.
III. Memberships.
IV. Intangible assets: including Patents, copyrights, trademarks, franchise rights, etc.
V. Right-of-use assets.
VI. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
VII. Derivatives.
VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with the law.
IX. Other major assets.
Article 4 Definition of Terms
I. Derivative goods: refers to forward contracts, option contracts, futures contracts, leveraged margin contracts, exchange contracts, combination contracts or structured goods whose value is derived from a specific interest rate, financial instrument price, commodity price, exchange rate, price or rate index, credit rating or credit index or other variables. The term forward contract does not include insurance contract, performance contract, after-sales service contract, long-term lease contract and long-term purchase (sale) contract.
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II. Assets acquired or disposed of by legal merger, division, acquisition or share transfer: refers to assets acquired or disposed of by merger, division or acquisition in accordance with the Enterprise Merger and Acquisition Law or other laws, or new shares issued in accordance with Article 156-3 of the Company Law to transfer shares of other companies (hereinafter referred to as share transfer).
III. Affiliates and subsidiaries: they shall be recognized in accordance with the financial report preparation standards of securities issuers.
IV. Professional appraiser: refers to real estate appraisers or other persons who can engage in real estate and equipment appraisal business according to law.
V. The date of occurrence: refers to the transaction signing date, payment date, entrusted transaction date, transfer date, resolution date of the board of directors or other date sufficient to determine the transaction object and transaction amount, which is the former. However, for investors who need to be approved by the competent authority, the date of issuance or the date of receipt of approval from the competent authority shall prevail.
VI. Mainland investment: refers to the mainland investment made in accordance with the regulations of the Investment Review Committee of the Ministry of Economic Affairs on the licensing of investment or technical cooperation in mainland China.
VII. Investment professionals refer to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities firms engaged in self-operated or underwriting business, futures traders engaged in self-operated business, securities investment trust enterprises, securities investment consulting enterprises and fund management companies established in accordance with laws and regulations and managed by local financial authorities.
VIII. Stock Exchange: domestic stock exchange refers to Taiwan Stock Exchange Corporation; Foreign stock exchange refers to any organized stock exchange market managed by the competent securities authority of that country.
IX. Business premises of securities firms: the business premises of domestic securities firms refer to the places where securities firms set up special counters for trading in accordance with the regulations governing the trading of securities at the business premises of securities firms; The business premises of foreign securities firms refer to the business premises of financial institutions that are managed by foreign securities authorities and can engage in securities business.
X. The term "within one year" is based on the date of this acquisition or disposal of assets, and it is retroactively calculated for one year, and the announced part is not counted again.
XI. The term "latest financial statements" refers to the financial statements that have been audited, certified or reviewed by certified public accountants before the company acquires or disposes of assets.
Article 5 Amount of investment in non-business real estate and securities
I. The amount of the company's acquisition of the above assets is set as follows:
(I) The total amount of real estate not for business use shall not exceed 30% of the shareholders' equity in the latest financial report audited and certified by a certified public accountant.
(II) The total amount of investment in securities shall not exceed 150% of the shareholders' equity in the latest financial report audited and certified by a certified public accountant.
(III) The amount of investment in individual securities shall be limited to 80% of the shareholders' equity in the company's latest financial report audited and certified by an accountant.
II. The amount of the above-mentioned assets acquired by subsidiaries of the Company is set as follows:
(I) The total amount of real estate not for business use shall not exceed 20% of the shareholders' equity in the latest financial report of the subsidiary audited and certified by an accountant.
(II) The total amount of investment in securities shall be limited to the shareholders' equity in the latest financial report of the subsidiary audited and certified by a certified public accountant.
(III) The amount of investment in individual securities shall be limited to 30% of the shareholders' equity in the latest financial report of the subsidiary audited and certified by an accountant.
Article 6 The professional appraisers and their appraisers, accountants, lawyers or securities underwriters shall meet the following requirements in the appraisal reports or opinions of accountants, lawyers or securities underwriters obtained by this Corporation:
I. No violation of this Law, the Company Law, the Banking Law, the Insurance Law, the Financial Holding Company Law, the Commercial Accounting Law, or fraud, breach of trust, embezzlement, forgery of documents, or any business crime, has ever caused any criminal acts. The declaration of fixed-term imprisonment of more than one year is confirmed. However, this is not the case when the execution is completed, the probation period expires or three years have elapsed since the pardon.
II. The parties to the transaction shall not be related or have a substantial relationship.
III. If the company should obtain appraisal reports from more than two professional appraisers, or appraisers from different professions may not be related or materially related to each other.
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When issuing valuation reports or opinions, the personnel referred to in the preceding paragraph shall comply with the self-discipline regulations of their respective trade associations and the following matters:
I. Before accepting a case, you should carefully evaluate your professional ability, practical experience and independence.
II. When executing a case, we should properly plan and implement the appropriate operation process to form a conclusion and issue a report or opinion accordingly; The procedures, collected data and conclusions will be published in detail in the working papers of the case.
III. For the data sources, parameters and information used, the suitability and rationality should be evaluated item by item, so as to be the basis for issuing appraisal reports or opinions.
IV. The matters to be declared shall include that the relevant personnel are professional and independent, the information used has been assessed as reasonable and correct, and the relevant laws and regulations have been followed.
Article 7 Procedures for acquiring or disposing of real estate or equipment
I. Evaluation and Operating Procedures
The Company's acquisition or disposal of real estate and equipment or its right to use assets shall be handled in accordance with the procedures stipulated in the Company's internal control system for fixed assets revolving operation.
II. Procedures for determining trading conditions and authorized amount.
(I) To acquire or dispose of real estate or assets with the right to use real estate, we should refer to the announced present value, assessed value, actual transaction price of adjacent real estate, etc., and decide the transaction conditions and transaction price, the amount of which is NT$100 million or less, which should be submitted to the chairman for approval, and reported at the latest board meeting afterwards; If the amount exceeds NT$ 100 million, it must be approved by the board of directors before it can be done.
(II) When acquiring or disposing of equipment or its right to use assets, one of the methods shall be inquiry, price comparison, bargaining or bidding, and the approval authority shall be handled in accordance with the "Approval Authority Table" summarized in the company's regulations.
(III) The acquisition or disposal of assets by the Company shall be approved by more than half of all members of the Audit Committee according to the prescribed treatment procedures or other legal provisions, and then approved by the board of directors, and submitted to the shareholders' meeting for approval, and the same shall apply when making amendments. If it is not approved by more than half of all members of the audit committee, it may be approved by more than two thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of
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directors. In case of any director's objection with a record or written statement, the company shall also send the information of director's objection to the audit committee. When submitting the acquisition or disposal of assets to the board of directors for discussion according to the regulations, the opinions of the independent directors shall be fully considered when the transaction of acquiring or disposing assets is submitted to the board of directors for discussion according to the provisions. If the independent directors have objections or reservations, they shall be recorded in the minutes of the board of directors.
(IV) The "all members of the Audit Committee and all directors" referred to in the preceding paragraph shall be calculated based on those actually in office.
III. Execution unit
When the Company acquires or disposes of real estate or equipment and its right to use assets, it shall submit it for approval according to the approval authority in the preceding paragraph, and then the asset management unit and the financial management unit shall be responsible for the implementation.
IV. Appraisal Report of Real Estate or Equipment
If the company acquires or disposes of real estate or equipment and its right to use assets, except for transactions with domestic government agencies, self-construction or lease of local government, or acquisition or disposal of equipment or its right to use assets for business use, the transaction amount reaches 20% of the paid-in capital of the company or NT$300 million or more, it shall obtain a price report issued by a professional appraiser before the occurrence of the fact, and meet the following requirements:
(I) If a limited price, a specific price or a special price is required to be used as the reference basis for the transaction price due to special reasons, the transaction shall be approved by a resolution of the board of directors first, and the same shall apply if the transaction conditions are changed later.
(II) If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be invited for valuation.
(III) The professional appraiser's appraisal results are in any of the following circumstances, except that the appraisal results of the acquired assets are all higher than the transaction amount or the appraisal results of the disposed assets are all lower than the transaction amount, the accountant should be consulted to express specific opinions on the reasons for the differences and the appropriateness of the transaction price:
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The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount.
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The difference between the appraisal results of two or more professional appraisers is more than 10% of the transaction amount.
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(IV) The date of the report issued by the professional appraiser and the date of establishment of the contract shall not exceed three months. However, if the present value of the announcement of the same period has been applied for less than six months, the original professional appraiser may issue an opinion.
(V) If the Company acquired or disposed of assets through court auction, the appraisal report or accountant's opinion may be replaced by a certificate issued by the court.
V. The calculation of the above-mentioned transaction amount shall be handled in accordance with Article 15, Paragraph 1 (8), and the term "one year" shall be based on the date of occurrence of this transaction, and it shall be retroactively calculated for one year. The appraisal report or accountant's opinion issued by a professional appraiser that has been obtained in accordance with the provisions of this procedure shall not be counted again.
Article 8 Procedures for obtaining or disposing of securities investment
I. Evaluation and Operating Procedures
The purchase and sale of the company's securities shall be handled in accordance with the company's internal control system of investment cycle operation.
II. Procedures for determining trading conditions and authorized amount.
(I) The trading of securities in the centralized trading market or the over-the-counter market of securities firms shall be decided by the financial unit according to the market conditions. The total amount of investment and the upper limit of investment for a single target shall be handled in accordance with the provisions of Article 5 of these Measures, and the approval authority for trading shall be handled in accordance with the provisions of the Approval Authority Table of this Corporation.
(II) For securities that are not traded on the centralized trading market or over-the-counter of securities firms, the latest financial statements of the target company audited, certified or reviewed by a certified public accountant shall be taken as a reference to evaluate the transaction price, and its net value per share, profitability and future development potential shall be considered. When it is obtained, it must be submitted to the board of directors for approval before it can be done; Dispose of, authorize the chairman to make a decision, and submit it to the board of directors for filing.
(III) The acquisition or disposal of assets by the Company shall be approved by more than half of all members of the Audit Committee according to the prescribed processing procedures or other legal provisions, and then approved by the board of directors, and submitted to the shareholders' meeting for approval, and the same shall apply when making amendments. If it is not approved by more than half of all members of the audit committee, it may be approved by more than two thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors. In case of any director's objection with a record or written statement, the
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company shall also send the information of director's objection to the audit committee. When submitting the acquisition or disposal of assets to the board of directors for discussion according to the regulations, the opinions of the independent directors shall be fully considered. If the independent directors have objections or reservations, they shall be recorded in the minutes of the board of directors.
(IV) The "all members of the Audit Committee and all directors" referred to in the preceding paragraph shall be calculated based on those actually in office.
III. Execution unit
When the company invests in securities, it shall submit it for approval according to the approval authority in the preceding paragraph, and the accounting department shall be responsible for the implementation.
IV. Obtaining expert opinions
(I) When this Corporation acquires or disposes of securities, it shall take the latest financial statements of the target company audited, certified or reviewed by certified public accountants as a reference for evaluating the transaction price before the occurrence of the fact. If the transaction amount reaches 20% of the paid-in capital of the company or more than NT$300 million, it shall consult the accountant before the occurrence of the fact to express its opinion on the rationality of the transaction price. However, this restriction shall not apply unless the securities are publicly quoted in an active market or otherwise stipulated by the Financial Supervisory Commission.
(II) If the Company acquired or disposed of assets through court auction, the certification documents issued by the court may replace the valuation report or accountant's opinion.
V. The calculation of the above-mentioned transaction amount shall be handled in accordance with Article 15, Paragraph 1 (8), and the term "one year" shall be based on the date of occurrence of this transaction, and it shall be retroactively calculated for one year. The appraisal report or accountant's opinion issued by a professional appraiser that has been obtained in accordance with the provisions of this procedure shall not be counted again.
Article 9 Related Party Transactions
I. When a company and its related parties acquire or dispose of assets, they shall, in addition to going through relevant resolution procedures and evaluating the reasonableness of trading conditions in accordance with Articles 7, 8, 10 and 11, obtain an appraisal report issued by a professional appraiser or an accountant's opinion in accordance with Articles 7, 8, 10 and 11, if the transaction amount reaches more than 10% of the company's total assets. In addition, when judging whether the transaction object is a related party, we should not only pay attention to its legal form, but also consider the substantive relationship.
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II. Evaluation and Operating Procedures
If the Company acquires or disposes of real estate or its right to use assets from related parties, or acquires or disposes of other assets other than real estate or its right to use assets with related parties, and the transaction amount reaches 20% of the paid-in capital of the Company, 10% of the total assets or more than NT$ 300 million, it shall, in addition to buying and selling domestic government bonds, bonds with repurchase or resale conditions, purchase or buy back funds issued by domestic securities investment trust enterprises, the following information shall be submitted to the board of directors for approval and recognized by the audit committee before signing the transaction contract and making payment:
(I) The purpose, necessity and expected benefits of acquiring or disposing of assets, real estate or its right to use assets.
(II) The reason why the selected related party is the trading partner.
(III) Relevant information for acquiring real estate or its right to use assets from related parties, and evaluating the rationality of the predetermined transaction conditions in accordance with the provisions of paragraph 4 of this article.
(IV) The original acquisition date and price of the related party, the transaction object and its relationship with the company and related parties, etc.
(V) A forecast statement of cash receipts and payments for each month in the coming year from the beginning of the contract month, and an assessment of the necessity of the transaction and the rationality of the use of funds.
(VI) The appraisal report issued by a professional appraiser obtained in accordance with Paragraph 1 of this Article, or the opinion of an accountant.
(VII) Restrictions and other important agreements of this transaction.
III. If the Company engages in the following transactions with its subsidiaries or its subsidiaries which directly or indirectly hold 100% of the issued shares or total capital, the board of directors may authorize the chairman of the board of directors to make a decision within a certain amount, and then report it to the latest board of directors for ratification afterwards:
(I) Acquire or dispose of the equipment for business use or its right to use assets.
(II) acquiring or disposing of the assets of the right to use real estate for business use.
In addition, if the company has set up independent directors, when submitting the transaction of acquiring or disposing assets to the board of directors for discussion according to the regulations, the opinions of the independent directors should be fully considered. If the independent directors have objections or reservations, they should be recorded in the minutes of the board of directors.
Where the Company or any of its subsidiaries that is not a domestic public company engages in a transaction described in Paragraph 1, and the transaction amount reaches
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10% or more of the Company’s total assets, the Company shall submit the information specified in Paragraph 1 to the shareholders’ meeting for approval before entering into the transaction contract or making any payment. However, this restriction shall not apply to transactions between the Company and its subsidiaries, or between its subsidiaries.
The calculation of transaction amounts referred to in Paragraph 1 and the preceding paragraph shall be conducted in accordance with Article 15, Paragraph 1, Subparagraph 8. The term “within one year” shall be calculated by retroactively tracing back one year from the date of occurrence of the current transaction. Transactions that have already been submitted to and approved by the shareholders’ meeting, Board of Directors, and recognized by the Audit Committee in accordance with these Regulations need not be counted again.
IV. Rationality evaluation of transaction costs.
(I) When the Company acquires real estate or its right to use assets from related parties, it shall evaluate the rationality of transaction costs by the following methods:
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Add the necessary capital interest and the cost borne by the buyer according to the law according to the transaction price of related parties. The interest cost of necessary funds shall be calculated based on the weighted average interest rate of the loans in the year when the company purchased the assets, but it shall not be higher than the highest borrowing rate of non-financial industry published by the Ministry of Finance.
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If the related party has mortgaged the subject matter to a financial institution, the financial institution's total loan evaluation value of the subject matter, provided that the actual accumulated loan value of the subject matter by the financial institution should reach more than 70% of the total loan evaluation value and the loan period has been more than one year. However, this does not apply if the financial institution and one party of the transaction are related parties to each other.
(II) If the land and houses with the same target are purchased or leased together, the transaction cost of the land and houses may be assessed by any of the methods listed in the preceding paragraph.
(III) When the Company acquires the real estate or its right-to-use assets from related parties, it shall evaluate the cost of the real estate or its right-to-use assets according to the provisions of subparagraphs (1) and (2) of Paragraph 4 of this Article, and shall consult an accountant for review and express specific opinions.
(IV) If the real estate or its right to use assets acquired by the Company from related parties are all lower than the transaction price according to the provisions of items (1) and (2) of item 4 of this article, it shall be handled according to the provisions of item (5) of item 4 of this article. However, this restriction shall not apply if objective evidence and specific reasonable opinions from professional appraisers and accountants of real estate are presented due to the following circumstances:
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- If the related party has acquired plain land or leased land for further construction, it may prove that it meets one of the following conditions:
(1) If the house is assessed by the method specified in the preceding article, the reasonable construction profit is added to the construction cost of the related party, and the total amount exceeds the actual transaction price. The term "reasonable construction profit" shall be based on the lower of the average operating gross profit margin of the related party's construction department in the last three years or the latest gross profit margin of the construction industry published by the Ministry of Finance.
(2) Other floors of the same target premises or other non-related transaction cases in the adjacent area within one year, with similar areas, and the transaction conditions are equivalent after evaluation of reasonable floor or regional price difference due to the practice of real estate sale or lease.
- The real estate purchased by this Corporation from related parties or the assets with the right to use real estate acquired by leasing, the trading conditions of which are similar to those of other non-related parties in neighboring areas within one year, and the area is similar. The above-mentioned trading cases in neighboring areas shall be based on the principle that the same or adjacent streets are not more than 500 meters away from street block, the subject of the transaction, or the present value of the announcement is similar; If the said areas are similar, the principle is that the area of other non-related transaction cases should not be less than 50% of the area of the transaction object; The term "one year" is based on the fact that the real estate or its right to use assets have been acquired this time, and it is retroactively calculated for one year.
(V) If the Company obtains the real estate or its right to use assets from related parties, and the evaluation results are lower than the transaction price according to the provisions of Items (1) and (2) of Paragraph 4 of this Article, it shall handle the following matters:
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This Corporation shall set aside a special surplus reserve for the difference between the transaction price of real estate or its right to use assets and the estimated cost in accordance with the provisions of Article 41, paragraph 1 of the Securities and Exchange Law, and shall not distribute it or transfer it to capital for allotment. If the investor who evaluates the company's investment by equity method is a public company, it shall also set aside the special surplus reserve according to Article 41, paragraph 1, of the Securities and Exchange Law.
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The audit committee shall be handled in accordance with Article 218 of the Company Law.
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The treatment of items 1 and 2 of this paragraph shall be reported to the shareholders' meeting, and the details of the transaction shall be disclosed in the annual report and prospectus.
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If the Company has set aside special surplus reserve in accordance with the above provisions, it can only use the special surplus reserve after the assets purchased or leased at a high price have been recognized as falling price loss or disposed of or the lease is terminated, or for proper compensation or restoration to the original state, or other evidence confirms that there is no irrationality, and with the approval of the Financial Supervisory Commission.
(VI) If the Company acquires real estate or its right to use assets from related parties in any of the following circumstances, it shall be handled in accordance with the provisions of paragraphs 1 and 2 of this article on the assessment and operation procedures, but the provisions of paragraphs 4 (1), (2) and (3) of this article on the assessment of the rationality of transaction costs are not applicable:
- The related party is the real estate or its right to use assets acquired by inheritance or gift.
- It has been more than five years since the contract date of this transaction for the related party to acquire the real estate or its right to use assets.
- Sign a joint construction contract with the related party, or entrust the related party to build real estate from the prefectural party committee, rent the prefectural party committee, etc., and obtain real estate.
- The Company and its subsidiaries or their subsidiaries which directly or indirectly hold 100% of the issued shares or total capital have acquired the assets of real estate use right for business use.
(VII) Where this Corporation acquires real estate or its right to use assets from related parties, if there is any other evidence that the transaction is not in line with the normal business practices, it shall also be handled in accordance with the provisions of Paragraph 4 (5) of this Article.
Article 10 Procedures for obtaining or disposing of membership cards
In principle, the company will not engage in the transaction of obtaining or disposing of membership cards. If it wants to engage in the transaction of obtaining or disposing membership cards in the future, it will report to the board of directors for approval before formulating its evaluation and operation procedures.
Article 11 Procedures for acquiring or disposing of intangible assets
I. Evaluation and Operating Procedures
The Company's acquisition or disposal of intangible assets or its right to use assets shall be handled in accordance with the Company's internal control system, fixed assets circulation procedure.
II. Procedures for determining trading conditions and authorized amount.
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(I) The acquisition or disposal of intangible assets or assets with the right to use them shall refer to the expert evaluation report or fair market price, and the transaction conditions and prices shall be determined. The acquisition or disposal of intangible assets or assets with the right to use them shall be subject to the approval of the board of directors.
(II) The acquisition or disposal of assets by the Company shall be approved by more than half of all members of the audit committee according to the prescribed processing procedures or other legal provisions, and then approved by the board of directors, and shall be submitted to the shareholders' meeting for approval, and the same shall apply when making amendments. If it is not approved by more than half of all members of the audit committee, it may be approved by more than two thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors. In case of any director's objection with a record or written statement, the company shall also send the information of director's objection to the audit committee. The opinions of the independent directors shall be fully considered when the transaction of acquiring or disposing assets is submitted to the board of directors for discussion according to the provisions. If the independent directors have objections or reservations, they shall be recorded in the minutes of the board of directors.
(III) The "all members of the Audit Committee and all directors" referred to in the preceding paragraph shall be calculated based on those actually in office.
III. Execution unit
When the Company acquires or disposes of intangible assets or assets with the right to use them, it shall submit them for approval according to the approval authority in the preceding paragraph, and then the user department and the financial management unit shall be responsible for the implementation.
IV. Report of Experts' Evaluation Opinions on Intangible Assets
If the transaction amount of intangible assets or its right to use assets acquired or disposed of by the Company reaches 20% of the paid-in capital of the Company or NT$300 million or more, in addition to transactions with domestic government agencies, the Company shall ask an accountant to express his opinion on the rationality of the transaction price before the fact occurs.
V. The above-mentioned transaction amount shall be calculated in accordance with Article 15, Paragraph 1 (8), and the term "one year" shall be based on the date of occurrence of this transaction, and it shall be retroactively calculated for one year. The appraisal report or accountant's opinion issued by a professional appraiser that has been obtained in accordance with the provisions of this procedure shall not be counted again.
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Article 12 Procedures for obtaining or disposing of creditor's rights of financial institutions
In principle, this company will not engage in the transaction of acquiring or disposing of the creditor's rights of financial institutions. If it wants to engage in the transaction of acquiring or disposing of the creditor's rights of financial institutions in the future, it will report to the board of directors for approval before formulating its evaluation and operation procedures.
Article 13 Procedures for acquiring or disposing of derivative goods
I. Trading Principles and Policies
In principle, a company engaged in derivative commodity trading should aim at avoiding the risks that may arise from its operation. In addition to carefully evaluating the possible risks of the company and carefully engaging in derivative commodity trading to avoid risks, the responsible personnel should also fully grasp all kinds of risks that may arise from derivative commodity trading.
(I) Types of derivative commodity transactions:
Derivative goods refer to forward contracts, option contracts, futures contracts, leveraged margin contracts, exchange contracts, combination contracts or structured goods whose value is derived from specific interest rate, financial instrument price, commodity price, exchange rate, price or rate index, credit rating or credit index or other variables. The forward contract referred to in this procedure does not include insurance contract, performance guarantee, after-sales service guarantee, long-term lease contract and long-term purchase (sales) contract.
(II) Operation or hedging strategy:
For the foreign currency demand of imported raw materials, machinery and equipment, the company can avoid risks by purchasing forward foreign exchange in advance, while the foreign currency income from export can avoid risks by selling forward foreign exchange in advance.
(III) Division of powers and responsibilities:
- Only traders authorized by the board of directors and approved by the chairman have the right to conduct foreign exchange transactions, and any increase or decrease in personnel due to actual needs must be approved by the chairman.
- The accounting department is responsible for the management of foreign exchange transactions.
- The board of directors authorizes the person appointed by the chairman to be the supervisor of foreign exchange transactions within the authorized amount.
(IV) Essentials of performance evaluation:
- Transactionality: the accumulated realized exchange gains and losses in the current year are used as the evaluation standard.
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- Non-trading: the performance evaluation is based on whether the company has operated according to the company's policy and the forward foreign exchange operation plan.
(V) Total contract amount of transactions: the authorized trading amount of forward foreign exchange contracts of the Company and its domestic and overseas subsidiaries (hereinafter referred to as "all companies").
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Amount of hedging transactions: the hedging transactions of all companies take the positions generated by the company's operations as the amount of commitment to avoid risks, and the total amount of all contracts is limited to the accounts receivable of the latest three months.
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Trading quota for other specific purposes: All companies engaged in other specific purposes (including but not limited to capital expenditure, commitments, orders, etc.) shall be approved by the board of directors, and the trading quota shall not exceed 50% of the import and export demand of all companies in the six months of the current year.
(VI) The maximum amount of total and individual contract losses:
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Hedging transactions: Derivative contracts engaged in hedging transactions, the profit and loss generated by the contract and the profit and loss generated by the corresponding net position of foreign currency assets will be offset with each other, and the loss of all and individual contracts is limited to 20% of the contract amount. However, when there are major adverse effects such as exchange rate and interest rate (exceeding the upper limit of loss), a response proposal should be immediately put forward to the top supervisor of the finance department and the chairman of the board for ruling.
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Other special-purpose transactions: for all derivatives transactions of the company, the upper limit amount of all and individual contract losses shall be set at 20% of the total outstanding contract principal.
II. Risk management measures
(I) Credit risk management
As the market is affected by various factors, it is easy to cause operational risks of derivative financial products. Therefore, market risk management should be carried out according to the following principles:
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Transaction object: mainly domestic and foreign famous financial institutions.
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Traded commodities: only those provided by famous financial institutions at home and abroad.
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Transaction amount: the amount of the same counterparty's transaction that has not been written off shall not exceed 10% of the total authorized amount, except that approved by the general manager.
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(II) Market risk management
The open foreign exchange market provided by banks is the main market, and the futures market is not considered for the time being.
(III) Liquidity risk management
In order to ensure market liquidity, financial products should be selected with high liquidity (that is, they can be flattened in the market at any time). Financial institutions entrusted with trading must have sufficient information and the ability to trade in any market at any time.
(IV) Cash flow risk management
In order to ensure the stability of the company's working capital turnover, the company's capital source for trading derivatives is limited to its own capital, and its operating amount should take into account the capital demand of cash receipts and payments forecast in the next three months.
(V) Operation risk management
- The company's authorized quota, operation process and internal audit should be followed to avoid operation risks.
- Traders engaged in derivative products and those engaged in confirmation and delivery operations shall not concurrently serve each other.
- The risk measurement, supervision and control personnel shall belong to different departments from those mentioned in the preceding paragraph, and shall report to the board of directors or the senior executives who are not responsible for trading or position decisions.
- The positions held by derivative commodity exchanges shall be evaluated at least once a week, but if hedging transactions are required for business, they shall be evaluated at least twice a month, and the evaluation report shall be submitted to the senior executives authorized by the board of directors.
(VI) Commodity risk management
Internal traders should have complete and correct professional knowledge of financial products, and require banks to fully expose risks to avoid misuse of financial products.
(VII) Legal risk management
Documents signed with financial institutions should be examined by specialists in foreign exchange and legal affairs or legal advisers before they can be formally signed to avoid legal risks.
III. Internal audit system
(I) Internal auditors shall regularly know about the adequacy of internal control over derivatives trading, and monthly check the compliance of the trading department with the procedures for dealing with derivatives trading, analyze the trading cycle, and prepare an audit report. If any major violations are found, they shall notify the supervisor in writing, and if the Company has established independent directors according to the regulations, they shall also notify the audit committee in writing.
(II) Internal auditors shall report the audit report and the annual audit results of internal audit to the Financial Supervisory Commission of the Executive Yuan via Internet in the prescribed format before the end of February of the following year, and report the improvement of abnormal matters in the same way as above for future reference at the latest before the end of May of the following year.
IV. Regular assessment methods
(I) The board of directors shall authorize the senior executives to regularly supervise and evaluate whether the trading of derivative products is conducted in accordance with the trading procedures set by the company, and whether the risks they undertake are within the allowable commitment range. If there is any abnormality in the market evaluation report (such as the position they hold exceeds the upper limit of losses), they shall immediately report to the board of directors and take corresponding measures.
(II) The positions held by derivative commodity exchanges shall be evaluated at least once a week, but if hedging transactions are required for business, the evaluation report shall be submitted to the senior executives authorized by the board of directors.
V. Principles of supervision and management of the board of directors when engaging in derivative commodity trading.
(1) The board of directors shall appoint senior executives to pay attention to the supervision and control of derivatives trading risks at any time. The management principles are as follows:
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Regularly evaluate whether the risk management measures currently in use are appropriate and are indeed handled in accordance with these Standards and the company's procedures for dealing with derivatives transactions.
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Monitor the trading, profit and loss, and take necessary measures to deal with any abnormal situation, and immediately report to the board of directors. If the company has established independent directors, the board of directors should attend and express their opinions.
(2) Regularly assess whether the performance of trading in derivative commodities is in line with the established business strategy and whether the risks undertaken are within the allowable range of the company.
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(3) When this Corporation engages in derivative commodity trading, if it authorizes relevant personnel to handle it according to the prescribed procedures for dealing with derivative commodity trading, it shall report to the nearest board of directors afterwards.
(4) When engaging in derivatives trading, this Corporation shall establish a memo book, and publish in the memo book the types, amounts, dates approved by the board of directors, and matters that should be carefully evaluated in accordance with subparagraphs (2) of paragraph 4 and (1) and (2) of paragraph 5 of this Article.
Article 14 Handling procedures for merger, division, acquisition or share transfer.
I. Evaluation and Operating Procedures
(I) When this Corporation handles merger, division, acquisition or share transfer, it shall appoint lawyers, accountants and underwriters to jointly discuss the estimated schedule of legal procedures, and organize an ad hoc group to implement them in accordance with legal procedures. Before the resolution of the board of directors is held, accountants, lawyers or securities underwriters are invited to express their opinions on the rationality of share conversion ratio, purchase price or cash or other property distributed to shareholders, and they are submitted to the board of directors for discussion and approval. However, the merger of subsidiaries that directly or indirectly hold 100% issued shares or total capital, or the merger between subsidiaries that directly or indirectly hold 100% issued shares or total capital, may be exempted from obtaining reasonable opinions issued by the previous experts.
(II) The Company shall prepare a public document for shareholders before the meeting of the shareholders' meeting on the important agreed contents and related matters of merger, division or acquisition, and submit the expert opinions in Item 1 of Paragraph 1 of this Article and the meeting notice of the shareholders' meeting to the shareholders as a reference for whether to approve the merger, division or acquisition. However, this restriction shall not apply to those who can be exempted from holding a shareholders' meeting to resolve merger, division or acquisition according to other laws. In addition, if the shareholders' meeting of any company involved in the merger, division or acquisition is unable to convene or make a resolution due to insufficient attendance, voting rights or other legal restrictions, or the proposal is rejected by the shareholders' meeting, the company involved in the merger, division or acquisition shall immediately publicly explain the causes, subsequent processing operations and the expected date of convening the shareholders' meeting.
II. Other matters needing attention
(I) Date of the board of directors: Unless otherwise stipulated by other laws or special factors have been reported to the Financial Supervisory Commission of the Executive Yuan for prior approval, the company involved in the merger, division or acquisition shall convene the board of directors and shareholders' meeting on the same day to resolve the merger, division or acquisition related matters. Unless otherwise
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stipulated by other laws or special factors, the company participating in the share transfer shall convene the board of directors on the same day.
When the Company participates in merger, division, acquisition or share transfer, it shall make a complete written record of the following information and keep it for five years for inspection.
- Basic information of personnel: including the professional titles, names, ID numbers (passport numbers in case of foreigners) of all the people who participated in the merger, division, acquisition or share transfer plan or plan implementation before the news was made public.
- Date of important matters: including the date of signing letter of intent or memorandum, entrusting financial or legal consultant, signing contract and board meeting, etc.
- Important documents and minutes: including merger, division, acquisition or share transfer plan, letter of intent or memorandum, important contract and minutes of the board of directors.
When this company participates in merger, division, acquisition or share transfer, it shall, within two days from the date when the resolution of the board of directors is passed, report the information in the first and second paragraphs of the preceding paragraph to the competent authority for reference through the Internet information system in the prescribed format.
If the companies involved in the merger, division, acquisition or share transfer are companies that are not listed or whose shares are traded on the business premises of securities firms, this Corporation shall sign an agreement with them and handle them in accordance with the provisions of paragraphs 2 and 3.
(II) Prior confidentiality commitment: all those who participate in or are aware of the company's merger, division, acquisition or share transfer plan shall issue a written confidentiality commitment, and before the information is made public, they shall not disclose the contents of the plan to the outside world, nor buy or sell the shares of all companies and other securities with equity nature related to the merger, division, acquisition or share transfer case by themselves or in the name of others.
(III) Principles for setting and changing the share conversion ratio or purchase price: Companies involved in merger, division, acquisition or share transfer shall appoint accountants, lawyers or securities underwriters before the board of directors of both parties to express their opinions on the rationality of the share conversion ratio, purchase price or cash or other property distributed to shareholders and submit them to the shareholders' meeting. In principle, the share conversion ratio or purchase price shall not be arbitrarily changed, except that the conditions for change have been stipulated in the contract and have been publicly disclosed. The change conditions of share conversion ratio or purchase price are as follows:
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Handling cash capital increase, issuing convertible corporate bonds, free rights issue, issuing corporate bonds with warrants, special shares with warrants, warrants and other securities with equity nature.
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Dispose of the company's major assets and other acts that affect the company's financial business.
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Major disasters, technological changes and other events that affect the company's shareholders' rights or securities prices.
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Any party of the company involved in the merger, division, acquisition or share transfer shall buy back treasury shares according to law.
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The number of subjects or households involved in merger, division, acquisition or share transfer changes.
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Other conditions that have been stipulated in the contract and have been publicly disclosed.
(IV) Contents to be included in the contract: In addition to the provisions of Article 317-1 of the Company Law and Article 22 of the Enterprise Merger and Acquisition Law, the contract of the merger, division, acquisition or share transfer company shall also include the following items.
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Handling of breach of contract.
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Principles for dealing with previously issued equity securities or repurchased treasury shares of companies that have been destroyed or split by merger.
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After the base date of calculating the share conversion ratio, the participating company may buy back the treasury shares according to law and the principle of handling them.
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Handling methods for changes in the number of participants or households.
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Estimate the implementation progress of the plan and the estimated completion schedule.
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If the plan fails to be completed within the time limit, the scheduled date of the shareholders' meeting and other relevant processing procedures shall be ordered according to law.
(V) When the number of companies involved in the merger, division, acquisition or share transfer changes: if any of the companies involved in the merger, division, acquisition or share transfer intends to merge, divide, acquire or share transfer with other companies after the information is disclosed to the public, except that the number of participating companies decreases and the board of directors has decided and authorized the board of directors to change its authority, the participating companies may be exempted from holding a shareholders' meeting to make a new resolution, except in the original merger, division, acquisition or share transfer case.
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(VI) If any company involved in the merger, division, acquisition or share transfer is a non-public company, this company shall sign an agreement with it, and handle it in accordance with the provisions of the date of the board meeting in Paragraph 2 (1) of this Article, the prior confidentiality commitment in Paragraph 2, and the change of the number of companies involved in the merger, division, acquisition or share transfer in Paragraph 5.
Article 15 Information disclosure procedures
I. The declaration items and standards should be announced.
(I) Acquire or dispose of real estate or its right to use assets from related parties, or acquire or dispose of other assets other than real estate or its right to use assets with related parties, and the transaction amount reaches 20% of the company's paid-in capital, 10% of its total assets or NT$300 million or more. However, this restriction does not apply to buying and selling domestic government bonds, bonds with buy-back or sell-back conditions, and purchasing or buying back money market funds issued by domestic securities investment trust enterprises.
(II) Merger, division, acquisition or share transfer.
(III) The losses incurred in derivative commodity trading reach the maximum amount of all or individual contract losses stipulated in the prescribed processing procedures.
(IV) Acquisition or disposal of equipment for business use or assets of its right to use, and the transaction object is not a related party, and the transaction amount reaches one of the following provisions:
- The paid-in capital is less than NT10 billion, and the transaction amount is over NT$ 500 million.
- The paid-in capital amount is over NT$10 billion, and the transaction amount is over NT$1 billion.
(V) The company engaged in the construction business acquires or disposes of the real estate used for construction or its right to use assets, and the transaction object is not a related party, and the transaction amount is NT$500 million or more; Among them, the paid-in capital amounts to NT$10 billion or more, and if the real estate that has been built and completed by itself is disposed of, and the transaction object is not a related party, the transaction amount is NT$1 billion or more.
(VI) If the real estate is acquired by self-building, leasing, co-building, sub-housing, co-building and sub-selling, and the transaction object is not a related party, the estimated transaction amount invested by the company will reach NT$500 million or more.
(VII) The transaction amount of assets other than those mentioned in the preceding six paragraphs, the disposal of creditor's rights by financial institutions or the investment in mainland China is 20% of the paid-in capital of the company or more than NT$300 million. However, the following circumstances shall not apply:
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Buying and selling domestic government bonds or foreign government bonds with a credit rating not lower than Taiwan's sovereign rating.
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Securities trading conducted by professional investors on a securities exchange or at the business premises of a securities firm; or subscription in the primary market to foreign government bonds, publicly offered and issued straight corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds); or subscription to or redemption of securities investment trust funds; or subscription to or redemption of exchange-traded notes (ETNs); or securities subscribed by a securities firm as required for its underwriting business or, when acting as the recommending securities firm for an Emerging Stock company, in accordance with the regulations of the Taipei Exchange.
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Buy and sell bonds with buy-back and sell-back conditions, and purchase or buy back money market funds issued by domestic securities investment trust enterprises.
(VIII) The above-mentioned transaction amount is calculated as follows, and the term "one year" is based on the date of occurrence of this transaction, and it is retroactively calculated for one year, which has been exempted from being included in the announcement according to the regulations.
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The amount of each transaction.
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Accumulate the amount of transactions of the same nature acquired or disposed of with the same counterpart within one year.
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Accumulate the amount of acquired or disposed of (acquired and disposed of separately) the real estate of the same development plan or its right to use assets within one year.
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Accumulate the amount of the same securities acquired or disposed of (acquired and disposed of separately) within one year.
(IX) The 10% of total assets stipulated in this procedure shall be calculated by the total assets amount in the latest individual or individual financial report as stipulated in the financial report preparation standards of securities issuers.
If the company's shares have no denomination or the denomination of each share is not NT$10, the transaction amount of 20% of the paid-in capital in this procedure shall be calculated on the basis of 10% of the equity attributable to the owner of the parent company.
II. Time limit for public announcement and declaration.
If the company acquires or disposes of assets with items to be announced in paragraph 1 of this article and the transaction amount reaches the standards to be announced and reported in this article, it shall make an announcement and report within two days from the date of the fact.
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III. Announcement and declaration procedures
(I) The Company shall make an announcement and report on the website designated by the Financial Supervisory Commission.
(II) The Company shall, on a monthly basis, enter the information reporting website designated by the Financial Supervisory Commission before the 10th day of each month the information of the Company and its subsidiaries which are not domestic public companies engaged in derivative commodity trading as of the end of last month in the prescribed format.
(III) If there are any errors or omissions in the announcement of items to be announced by this Corporation in accordance with the regulations, which should be corrected, all items shall be re-announced and reported within two days from the date of becoming aware of them.
(IV) When the Company acquires or disposes of assets, it shall keep the relevant contracts, minutes, reference books, appraisal reports, opinions of accountants, lawyers or securities underwriters in the Company, and keep them for at least five years, unless otherwise stipulated by other laws.
(V) After the company announces and reports the transactions in accordance with the foregoing provisions, if any of the following circumstances occurs, it shall announce and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date of the occurrence of the facts:
- The relevant contract signed in the original transaction has been changed, terminated or cancelled.
- The merger, division, acquisition or share transfer is not completed according to the scheduled schedule of the contract.
- The contents of the original announcement are changed.
Article 16 The Company shall urge its subsidiaries to comply with the following provisions:
I. Subsidiaries of this Corporation shall formulate the "Procedures for Handling Acquisition or Disposal of Assets" in accordance with the relevant provisions of the "Standards for Handling Acquisition or Disposal of Assets by Public Companies".
II. If a subsidiary of this Corporation is not a public company, and the acquisition or disposal of assets meets the standards for announcement and reporting prescribed in Paragraph 1 of Article 15, this Corporation shall also make announcement and reporting on behalf of the subsidiary.
III. In the announcement and reporting standards of subsidiaries of the Company, the term "up to 20% of the paid-in capital or 10% of the total assets of the Company" refers to the paid-in capital or total assets of the Company.
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Article 17 Penalty
If the company's employees violate the provisions of this processing procedure by undertaking the acquisition and disposal of assets, they will be reported and assessed regularly according to the personnel management measures and employee handbook of the company, and will be punished according to the seriousness of the case.
Article 18 Implementation and Revision
The Company's "Disposal Procedure for Acquisition or Disposal of Assets" shall be approved by more than half of all members of the Audit Committee, approved by the Board of Directors, and then submitted to the shareholders' meeting for approval, and the same applies when it is amended. If there is any objection from a director with a record or written statement, the company shall also send the information of objection from the director to the audit committee.
If an independent director has been appointed according to the provisions of this Law, the opinions of the independent directors shall be fully considered when the Procedures for Handling Acquisition or Disposal of Assets are submitted to the board of directors for discussion. If the independent directors have objections or reservations, they shall be recorded in the minutes of the board of directors.
If the first paragraph is not approved by more than half of all members of the audit committee, it may be approved by more than two thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors. All members of the audit committee referred to in paragraph 1 and all directors referred to in the preceding paragraph shall be calculated on the basis of actual incumbents.
Article 19 Revision Date
This procedure was formulated on June 20, 2003.
This procedure was revised for the first time on June 14, 2006.
This procedure was revised for the second time on June 21, 2007.
This procedure was revised for the third time on June 13, 2012.
This procedure was revised for the fourth time on June 12, 2014.
This procedure was revised for the fifth time on June 15, 2016.
This procedure was revised for the sixth time on June 15, 2017.
This procedure was revised for the seventh time on June 25, 2019.
This procedure was revised for the eighth time on June 12, 2020.
This procedure was revised for the ninth time on July 9, 2021.
This procedure was revised for the tenth time on June 10, 2022.
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【Appendix 3】
CREATIVE SENSOR INC.
Rules of procedure of shareholders' meeting
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Unless otherwise stipulated by laws or regulations or the Articles of Incorporation, the shareholders' meeting of the Company shall be handled in accordance with these Rules.
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The company shall set up a signature book for the attending shareholders to register in, or the attending shareholders shall submit a sign-in card to register. The number of shares attended is calculated according to the registered signature book or the sign-in cards submitted, plus the number of shares that exercise voting rights in written or electronic form.
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The attendance and voting at the shareholders' meeting shall be calculated on the basis of shares.
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The place where the shareholders' meeting is held shall be the place where the Company is located or a place convenient for shareholders to attend and suitable for the shareholders' meeting, and the meeting shall not start earlier than 9:00 am or later than 3:00 pm.
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If the shareholders' meeting is convened by the Board of Directors, its' chairman shall serve as the meeting chairman, and if the chairman is absent or unable to exercise his functions and powers for some reason, the vice-chairman shall act as his delegate; If there is no vice-chairman or vice-chairman who is absent from work or unable to exercise his functions and powers for some reason, the chairman of the Board of Directors shall appoint one director to act as his delegate; if the chairman of the board does not appoint a delegate, the directors shall nominate among themselves for one to act as their delegate.
If the shareholders' meeting is convened by other conveners other than from the Board of Directors, the Board chairman shall be the convener. If there are more than two conveners, one of them shall be elected as the chairman.
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The company may appoint its appointed lawyers, accountants or related personnel to attend the shareholders' meeting as nonvoting delegates. Meeting staff handling the shareholders' meeting shall wear identification cards or armbands.
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The company shall record or video the whole meeting of the shareholders' meeting and keep it for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Act, it shall be kept until the finality of the lawsuit.
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The chairman shall announce the meeting immediately after the last meeting. However, if no quorum of shareholders representing more than half of the total number of issued shares are present, the chairman may announce the postponement of the meeting. The number of postponements shall be limited to two instances, and the total postponement time shall not exceed one hour. If after the second delay no quorum is present or represented, and shareholders representing more than one-third of the total issued shares are present, a temporary motion may be made in accordance with Article 175, paragraph 1, of the Company Act. Before the end of the meeting, if the number of shares represented by the shareholders present reaches a quorum of more than half of the total issued shares, the chairman may make a temporary motion and re-submit it to the general meeting for voting in accordance with Article 174 of the Company Act.
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If the shareholders' meeting is convened by the Board of Directors, its agenda shall be determined by the Board of Directors, and the meeting shall be held in accordance with the scheduled agenda, which shall not be changed except upon a resolution of the shareholders' meeting.
If the shareholders' meeting is convened by a person other than the a director of the Board of Directors who has the right to convene, the provisions of the preceding paragraph shall apply, mutatis mutandis.
Before the agenda mentioned in the preceding two paragraphs is concluded (including temporary motions), the chairman shall not announce the meeting concluded without a resolution thereas.
After the meeting, shareholders may not elect another chairman to continue the same meeting at the same place or another place.
- Before attending a shareholder's speech, a speech should be filled in, stating the gist of the speech, the shareholder's account number (or attendance card number) and the name of the account, and the order of his speech should be determined by the chairman.
If the shareholders present at the meeting only give written remarks but do not speak, they will be deemed as not speaking. If the content of the speech is inconsistent with the record of the speech, the content of the speech shall prevail.
When attending a shareholder's speech, other shareholders shall not interfere with the speech except with the consent of the chairman and the speaking shareholder. The chairman shall stop any violator and such shall be deemed as not speaking.
- Each shareholder of the same proposal shall not speak more than twice without the consent of the chairman, and each time shall not exceed five minutes.
If a shareholder's speech violates the preceding paragraph or exceeds the scope of the topic, the chairman may stop his speech.
- When a legal person is entrusted to attend the shareholders' meeting, the legal person may only appoint one representative to attend.
The number of representatives appointed by corporate shareholders is limited by the number of seats of the current directors.
When corporate shareholders' appoint two or more representatives to attend the shareholders' meeting, only one person can speak on the same proposal.
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After attending to the shareholders' speeches, the chairman may personally or designate relevant personnel to reply.
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When the discussion of the chairman's motion is considered to have reached the point for voting, it may be announced that the discussion will be stopped and put to a vote.
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The scrutineers and counting personnel for voting on the bill shall be appointed by the chairman, but the scrutineers shall be drawn from among shareholders. The voting results shall be reported on the spot and recorded.
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During the meeting, the chairman may announce a break at his discretion.
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Unless otherwise stipulated in the Company Act and the Articles of Incorporation, the voting of the motion shall be approved by a majority of the voting rights of the shareholders present.
When voting, if there is no objection from the shareholders present after the consultation of the chairman, it will be deemed that all the votes are passed, and its effect is the same as that of voting.
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When a shareholder entrusts a proxy to attend the shareholders' meeting, except a trust enterprise or a stock agency approved by the competent securities authority, if one person is entrusted by two or more shareholders at the same time, the voting rights of the agent shall not exceed 3% of the total voting rights of the issued shares, and the excess voting rights shall not be counted. When the matters of the shareholders' meeting are in danger of harming the interests of the company due to their own interests, they shall not participate in the voting, and shall not exercise their voting rights on behalf of other shareholders.
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If there are amendments or alternatives to the same motion, the chairman shall decide the voting order with the original motion. If one of the resolutions has been adopted, the other motions will be considered as vetoed, and there is no need to vote again.
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The chairman may command the parliamentaires (or security guards) to help maintain the order of the venue. When parliamentaires (or security guards) are present to help maintain order, they should wear armbands with the word "parliamentaires".
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These Rules shall come into force after being approved by the shareholders' meeting, and the same applies to amendments.
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These Rules were adopted by the shareholders' general meeting on June 12, 2002.
These Rules were amended for the first time on June 13, 2012.
These Rules were amended for the second time on June 12, 2020.
These Rules were amended for the third time on June 10, 2022.
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【Appendix 4】
CREATIVE SENSOR INC.
Shareholdings of All Directors
I. Paid-in capital of the company: NTD 1,378,245,000.
Total number of shares issued at present: 137,824,500 shares
II. The legal minimum number of shares to be held by all directors: 8,269,470 shares
III. All directors and their share holdings are as follows:
Date of information: March 27, 2026
| Title | Name | Shareholding position as at the book closure date | |
|---|---|---|---|
| Number of shares held | Ratio | ||
| Chairman | TECO Image Systems Co., Ltd. | ||
| Representative: Yu-Jen Huang | 26,015,634 | 18.88% | |
| Director | Universal Cement Corporation | ||
| Representative: Chih-Yuan Hou | 11,842,200 | 8.59% | |
| Director | Koryo Electronics Co., Ltd. | ||
| Representative: En-Hsin Hsiao | 5,130,900 | 3.72% | |
| Independent Director | Hsiu-Ming Wang | 0 | 0% |
| Independent Director | Shih-Ying Huang | 0 | 0% |
| Independent Director | Yun-Hsiang Hsiao | 0 | 0% |
| Independent Director | Chi-Tung Ku | 0 | 0% |
| Total directors' shareholding | 42,988,734 | 31.19% |
Note 1: The Company has four independent directors; therefore, the required shareholding percentage was reduced to 80% according to the provisions of Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios in Public Companies."
Note 2: The Company has an Audit Committee and, thus, the shareholdings of the supervisors required by law is not applicable.