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CWCO — AGM Information 2026
May 21, 2026
51875_rns_2026-05-21_4f703aae-dd5f-4d7f-bd65-7be83d62d8ba.pdf
AGM Information
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STOCK CODE: 1603

CHINA WIRE & CABLE CO., LTD.
2026 ANNUAL SHAREHOLDERS' MEETING
Meeting Handbook
June 24, 2026
CWCO
Table of Contents
I. Meeting Procedure and Agenda 1
II. Matters to Report 2
III. Matters for Ratification 15
IV. Matters for Discussion 33
V. Extempore Motions 46
Appendix
I. Articles of Incorporation 47
II. Rules of Procedure for Shareholders' Meetings 53
III. Procedures for Acquisition and Disposal of Assets 61
IV. Procedures for Election and Appointment of Directors 80
V. Number of Shares Held by Directors 82
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China Wire & Cable Co., Ltd.
2026 Shareholders’ Meeting Procedures and Agenda
I. Form of Shareholders’ Meeting: Physical
II. Time and Date: 9:00 a.m., June 24, 2026 (Wednesday)
III. Location: No. 362, Sec. 2, Zhongshan E. Rd., Touzhou Vil., Xinwu Dist., Taoyuan City.
IV. Report on the Number of Shares Present and Call the Meeting to Order
V. Chair’s opening remarks
VI. Matters to Report:
(I) The Company's 2025 business report.
(II) Report of the Audit Committee's review of the Company's 2025 final account books and statements.
(III) Report on the distribution of remuneration to directors and employees of the Company for 2025.
(IV) Report on remuneration paid to directors of the Company for 2025.
VII. Matters for Ratification:
(I) Ratification of the Company's 2025 final account books and statements.
(II) Ratification of the Company's 2025 earnings distribution proposal.
VIII. Matters for Discussion:
(I) Amendment to the Company's "Procedures for Acquisition or Disposal of Assets," submitted for discussion.
(II) Amendment to the Company's "Procedures for Election and Appointment of Directors," submitted for discussion.
IX. Extempore Motions:
X. Adjournment:
Matters to Report (I)
Proposed by the Board of Directors
Subject: The Company's business report for 2025.
Explanation: Business report. (Please refer to pages 3–9 of this handbook.)
China Wire & Cable Co., Ltd.
Business Report
(I) The Company’s 2025 Business Report
Dear Shareholders,
The Company's operating revenue for the current year totaled NT$5,522,400 thousand, an increase of NT$984,430 thousand, or 21.69%, from NT$4,537,970 thousand in the previous year; gross profit from operations was NT$727,440 thousand, an increase of NT$108,230 thousand, or 17.48%, from NT$619,210 thousand in the previous year; operating expenses increased by NT$28,000 thousand from the previous year. Net profit after tax for the current year was NT$518,170 thousand, an increase of NT$66,240 thousand compared with NT$451,930 thousand in the previous year. After including other comprehensive income for the current year, total comprehensive income amounted to NT$678,160 thousand, a decrease of NT$116,420 thousand compared with NT$794,580 thousand in the previous year. Profit decreased compared with the previous year, mainly due to a decrease in unrealized valuation gains and losses on investments recognized in other comprehensive income. Looking ahead, we hope all shareholders will continue to provide the Company with your support and encouragement.
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1. Business plan implementation results
Unit: NT$ Thousand
| Item | 2025 | 2024 | Difference | Percentage of increase (decrease) (%) |
|---|---|---|---|---|
| Operating revenue | 5,522,406 | 4,537,973 | 984,433 | 21.69% |
| Operating cost | 4,794,963 | 3,918,764 | 876,199 | 22.36% |
| Gross profit | 727,443 | 619,209 | 108,234 | 17.48% |
| Operating expenses | 181,828 | 153,824 | 28,004 | 18.21% |
| Other income and expenses, net | 31,420 | 29,343 | 2,077 | 7.08% |
| Net operating income | 577,035 | 494,728 | 82,307 | 16.64% |
| Non-operating income and expenses | 59,969 | 66,287 | (6,318) | -9.53% |
| Net income before tax | 637,004 | 561,015 | 75,989 | 13.54% |
| Income tax expenses (benefit) | 118,833 | 109,087 | 9,746 | 8.93% |
| Net income after tax | 518,171 | 451,928 | 66,243 | 14.66% |
| Other comprehensive income | 159,986 | 342,650 | (182,664) | -53.31% |
| Total comprehensive income | 678,157 | 794,578 | (116,421) | -14.65% |
2. Budget implementation
Unit: NT$ Thousand
| Item | Actual amount 2025 | Estimated amount 2025 | Achieving rate (%) |
|---|---|---|---|
| Operating revenue | 5,522,406 | 3,276,722 | 168.53% |
| Operating cost | 4,794,963 | 2,748,748 | 174.44% |
| Gross profit | 727,443 | 527,974 | 137.78% |
| Operating expenses | 181,828 | 171,434 | 106.06% |
| Other income and expenses, net | 31,420 | - | - |
| Net operating income | 577,035 | 356,540 | 161.84% |
| Non-operating income and expenses | 59,969 | 35,565 | 168.62% |
| Net income before tax | 637,004 | 392,105 | 162.46% |
| income tax expense | 118,833 | 81,963 | 144.98% |
| Net income after tax | 518,171 | 310,142 | 167.08% |
- Financial income and expenditure and profitability analysis
| Item | Financial analysis |
|---|---|
| 2025 | 2024 |
| Financial structure (%) | Debt ratio |
| Ratio of long-term capital to property, plant, and equipment (%) | 248.11 |
| Profitability | Return on total assets (%) |
| Return on equity (%) | 7.14 |
| As a % to paid-in capital | Operating income |
| Net income before tax | 33.23 |
| Profit margin (%) | 9.38 |
| Earnings per share (NT$) | 3.26 |
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Research and development
-
R&D achievements in 2025
(1) 345kV XLPE cable project: The BHT 2,400kV impulse voltage test equipment has completed installation and testing, and the sample cable passed the positive and negative 1,425kV tests.
(2) The new product TACFR 470mm² (low-loss carbon fiber aluminum conductor), in cooperation with Tokyo Steel, completed sample production in December 2024, and was subsequently sent to Japan and passed the tests, and related accessories were developed in Taiwan with Toyota Electric Co., and the compression terminal clamp plate test was passed.
(3) The Company, together with Pacific Electric Wire & Cable Co., Ltd. and Tai-I Electric Wire & Cable Co., Ltd., jointly established "United Aluminum Co.", and set up a new aluminum furnace plant at Pacific Electric Wire & Cable's Daxi plant area, in technical cooperation with Sumitomo of Japan, with the target of producing and heat-treating ultra-heat-resistant aluminum rods, has passed heat treatment process validation, production equipment is being installed, and it is expected to pass the test in May 2026, after which the three companies will begin applying for material replacement type approval tests in H2 of this year.
(4) Jointly developed 4-panel sliding patio doors and single-sash sliding windows with TOSTEM of Japan.
- Major R&D tasks for 2026
(1) Continue the 345kV XLPE cable project, complete the construction of the 550kV shielding room, begin production of 345kV cable 2500mm² samples in January,
install the German WMR 28,000kVA reactor in March, it is expected to conduct full reel cable partial discharge tests and AC withstand voltage tests in May 2026, and begin thermal cycle tests, with the goal of submitting the first-stage application report for the 345kV cable by the end of 2026.
(2) It is planned to submit a self-inspection report in August 2026, and pass the ultra-heat-resistant aluminum rod material replacement type approval test and obtain the approval letter before the end of 2026 (simultaneously applying for 340mm² and 260mm²).
(3) The new product TACFR 470mm² (low-loss carbon fiber aluminum conductor) will continue relevant characteristic tests, and the characteristics meet Japanese requirements, and compared with the ultra-heat-resistant conductor 340mm² in tests (sag test and temperature-current test to be conducted in 2026), it can reduce transmission loss by more than 20%, and is a future new product for energy saving and carbon reduction.
(4) Plan to add solar photovoltaic and energy storage equipment (approximately 800kW) on the roof of the aluminum cable plant, to generate power and store energy for internal electricity supply at the Xinzhuang Plant, reduce external power supply from Taipower, with an estimated 5% reduction in power consumption and a target of a 2% annual reduction in greenhouse gas emissions.
(5) Continue to jointly develop a 30mm glass groove with TOSTEM of Japan, making the product series more complete.
(II) Summary of the Company's 2026 business plan
- Business approach
(1) Taiwan Power Company (TPC) launched its Resilient Grid Project in 2023, with planned investments exceeding NT$500 billion. The Company has participated in tenders for 161/345kV transmission line electromechanical engineering, cable projects, and ultra-heat-resistant overhead conductor procurements. From 2026 onward, the Resilient Grid Project will accelerate, with the peak procurement period expected between 2025 and 2027.
(2) The transmission specification for 345kV underground cable ducts has been determined as 2000mm², and it will definitely replace the 161kV 2000mm² product in the future, and subsequent dedicated lines for AI and science parks will gradually adopt it to increase transmission capacity.
(3) For ultra-heat-resistant conductor overhead line projects, it is recommended that Taiwan Power Company adopt the tender method of integrating materials and construction, which can introduce foreign technical manpower and accelerate Taiwan Power Company's grid construction.
(4) For overhead line projects, cooperate with the steel tower industry to jointly undertake ultra-heat-resistant conductor replacement projects, and participate in Taiwan APP power plant upgrade projects, and prepare to participate in Taiwan Power Company's existing line reconstruction and upgrading plans.
(5) Continue to promote TOSTEM's high-performance aluminum door and window
systems to seize the market share in the luxury housing construction market.
(6) Enhance the production efficiency of aluminum curtain walls, cut production costs, and strive for orders for curtain walls for office buildings.
(7) Strengthen the distribution and direct sales system and increase the market share in the aluminum doors and windows market.
(8) Keep abreast of R&D technology and plan products in line with market needs.
(9) Develop barrier-free aluminum doors and windows for Taiwan that will enter a super-aging society in 2026.
(10) In collaboration with Japan's LIXIL, the Company is co-developing new aluminum window products with superior water-tightness performance (up to 1,500Pa) capable of withstanding extreme weather, including typhoons and prolonged heavy rainfall.
2. Estimated sales volume and basis thereof
(1) Estimated sales volume
| Product category | 2026 |
|---|---|
| Estimated sales volume | |
| Aluminum doors and windows and strip curtain walls | 969 tons |
| Curtain walls | 27,930 m |
| Wires and cables | 7,449 tons |
(2) Basis of estimation
a. Taiwan Power Company (TPC) launched the "Grid Resilience Enhancement Plan" in 2022, with a planned investment of NT$564.5 billion over 10 years. The initiative focuses on three strategic pillars—diversification, continuous reinforcement, and enhanced defense—across ten implementation areas to significantly improve Taiwan's power grid resilience against unexpected disruptions. The timeline has since been accelerated, aiming for completion within five years.
b. Taiwan Power has an insufficient power supply. Due to the non-nuclear homeland policy scheduled for 2025, nuclear power is expected to cease by July 2026. The power gap aims to be filled primarily through renewable energy, which will account for over $20\%$ in the future, while natural gas power generation is expected to constitute $50\%$ . However, the construction progress of natural gas receiving stations has not met expectations. Recently, the development of solar photovoltaic installations has also faced opposition from local residents. Meanwhile, industries with high electricity consumption, such as TSMC and the AI sector, are continuing to grow, further increasing electricity demand. Industrial electricity prices will inevitably rise, prompting traditional industries to shift toward self-generated power to reduce greenhouse gas emissions. The primary strategy involves installing photovoltaic energy storage equipment on plant rooftops for self-generation and self-use. The Xinzhuang Plant plans to install additional solar photovoltaic equipment on the rooftops of its
aluminum cable plant, along with energy storage systems exclusively for self-use, with external surplus electricity sales.
c. At the initial stage of the full promotion of the offshore wind power, the capacity will be 2.5GW. We need to eventually reach 10GW together with a solar power system. As wind power is mainly generated in winter, there is not sufficient wind power in summer, resulting in a gap. Solar power needs to go with an energy storage system for effective power supply. The land cables include the 69kV cable connected to the landing point of the submarine cable and the sub-station steps up the voltage from 66kV to 161kV after the submarine cable, makes landfall and connects it with the transmission line to the Taipower 161 distribution substation. We are at an advantage in this part and plan to work with domestic large electromechanical companies in the form of alliances.
d. Enhancing power transmission capacity, reducing overhead transmission corridors, increasing developable land, and reducing transmission losses are the inevitable path for the future. Currently, the ultra-heat-resistant conductor ZTACIR will be extensively used in Taipower's transmission lines, but due to insufficient technical construction manpower and Taipower's difficulties in tendering, it is therefore planned to adopt an integrated material-and-labor tendering method, because domestic and foreign technical manpower will be introduced from abroad to participate in domestic power grid construction, including 161 kV and 345 kV cable laying and extension and jointing crews, and foreign technical manpower and general foreign labor will all be introduced. In the future, the development of the cable industry must move toward the integration of materials and labor, and the overall contracting of Taipower's transmission line projects will be the future trend.
e. Aluminum doors and windows, strip curtain walls, and panel walls belong to the real estate field. We made appropriate estimates based on the orders that we have accepted, the business cycle of the construction industry, and the scale of the Company's equipment.
- Important production and marketing policies
(1) Increase value-added products in alignment with our research and development plan to increase market share.
(2) Actively develop new products to respond to the future development of power transmission systems and avoid being eliminated.
(3) Strengthen the development of key potential clients.
(4) Reinforce ties with excellent and financially healthy clients.
(5) Expand into the high-priced housing market in alignment with our research and development plan to increase market share.
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(III) Future development strategy and influence of external competitive, regulatory, and macro environments:
In view of Taiwan's economy being deeply affected by global economic fluctuations and the increasing volatility of the overall environment, uncertainties remain for customers. The Company must rigorously and proactively seize market opportunities to increase profitability, maintain flexible order planning with customers, and continue strengthening core business development to leverage operational synergy. It is hoped that a long-term, stable business strategy will enable balanced and sustainable growth across all business sectors.
Chairman: Chen Lian-Yin
Manager: Chen Ho-Yuan
Accounting Manager: Huang Chia-Ling
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Matters to Report (II)
Proposed by the Board of Directors
Subject: Audit Committee’s 2025 Review Report on the financial statements.
Explanation: The Audit Committee’s Review Report. (Please refer to page 11 of this handbook.)
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Audit Committee’s Review Report
The Board of Directors prepared the Company's 2025 Business Report, financial statements (including consolidated ones) and a statement of earnings distribution, among which the financial statements have been audited by Moore, by which an audit report has been issued. We have reviewed the above Business Report, financial statements (including consolidated ones), and the statement of earnings distribution and discovered no misstatement, and we hereby issue a review report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.
To
Annual Shareholders’ Meeting 2026 of the Company
China Wire & Cable Co., Ltd.
Wang Heh-Song, Convener of the Audit Committee
March 12, 2026
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Matters to Report (III)
Proposed by the Board of Directors
Subject: The Company's 2025 director and employee remuneration distribution report.
Explanation: In accordance with Article 24 of the Company's Articles of Incorporation, no directors' remuneration shall be appropriated for 2025; 0.4% of the annual profit shall be appropriated as employees' remuneration, amounting to NT$2,558,248 (90% of such employees' remuneration, amounting to NT$2,302,423, shall be remuneration distributed to grassroots employees); all employees' remuneration shall be paid in cash.
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Matters to Report (IV)
Proposed by the Board of Directors
Subject: Report on remuneration paid to directors of the Company for 2025.
Explanation: I. The Company's policies, systems, standards, and structure for remuneration payment to general directors and independent directors, and the correlation between the amount of remuneration paid and factors such as the duties undertaken, risks, and time invested:
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Pursuant to the Company's Articles of Incorporation, when the Company's directors perform duties for the Company, remuneration may be paid regardless of whether the Company has profit or loss, and such remuneration is authorized to the Board of Directors for determination based on the recommendations of the Remuneration Committee, the degree of participation in the Company's operations, the value of contributions, and with reference to industry standards.
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The Company's general directors receive remuneration in accordance with the preceding paragraph. In addition, the Chairman receives a monthly business execution fee of NT$30,000, each general director receives NT$20,000 per seat per month, and each independent director receives NT$40,000 per seat per month, as all independent directors serve as members of the Remuneration Committee and the Audit Committee and are required to undertake the responsibilities of participating in committee deliberations; additionally, pursuant to Article 24 of the Company's Articles of Incorporation, no directors' remuneration was appropriated, and therefore no variable remuneration was paid, only fixed remuneration was paid, and the remuneration was not related to performance.
II. Details of individual remunerations for directors are as follows:
| Title | Name | Directors' remuneration | Total Remuneration (A+B+C+D+E+F+G) as a % of the Net Income | Remuneration received by directors for concurrent service as an employee | Total Remuneration (A+B+C+D+E+F+G) as a % of the Net Income | Remuneration received from investee enterprises other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|
| Base compensation (A) | Retirement pay and pension (B) | Director's remuneration (C) | Expenses and perquisites (D) | Salary, rewards, and special disbursements (E) | Retirement pay and pension (F) | Employee remuneration (G) |
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company |
| Chairman | Great Universe Enterprises Co., Ltd. | 0 | 0 | 0 | 0 | 0 |
| Representative: Chen Lian-Yin | 3,666 | 3,666 | 0 | 0 | 0 | 0 |
| Director | Chen Ho-Yuan | 0 | 0 | 0 | 0 | 0 |
| Independent director | Wang Heh-Song | 0 | 0 | 0 | 0 | 0 |
| Independent director | Tzeng Yang-I | 0 | 0 | 0 | 0 | 0 |
| Independent director | Wu Kao-Teng | 0 | 0 | 0 | 0 | 0 |
Matters for Ratification (I)
Proposed by the Board of Directors
Subject: Ratification of the Company's 2025 final accounts and statements.
Explanation:
I. The 2025 Business Report, Parent Company Only Financial Statements, and Consolidated Financial Statements of the Company and its subsidiaries have been prepared and submitted to the Audit Committee for review.
II. The Company's parent company only financial statements and the consolidated financial statements of the Company and its subsidiaries have been audited by Wu Kun-Yi and Wu Hsien-En, CPAs at Moore, by whom an audit report has been issued.
III. Independent auditor's report on the parent company only financial statements and various documents (see pages 16–22 of this handbook).
IV. Independent auditor's report on the consolidated financial statements and various documents (see pages 23–30 of this handbook).
V. The above financial statements are hereby submitted for ratification.
Resolution:
Independent Auditor's Report
To the Board of Directors CHINA WIRE & CABLE CO., LTD
Opinion
We have audited the financial statements of CHINA WIRE & CABLE CO., LTD (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Revenue recognition
The Company is primarily engaged in the production, sales, processing, and installation services of electric wires and cables, aluminum doors, windows, and various aluminum products, as well as the import and export of various products, and the construction, rental, and sale of buildings. As a listed company that involves public interests, the Company’s operational performance is highly valued by investors, and thus, revenue recognition is one of the main risks for the auditors in performing the Company’s financial report audit.
The main audit procedures of the auditor for the above key audit matters include understanding and testing the main internal controls over the recognition of revenue, and evaluating their effectiveness; performing trend analysis of the top ten sales customers’ revenue, comparing relevant variances or differences to assess any significant abnormalities; selecting samples of sales transactions
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before and after the end of the fiscal year to examine whether management has obtained external evidence to demonstrate that the risks and rewards have been transferred to the buyer, and evaluating the correctness of the revenue recognition period.
Please refer to note 4 and 6 of the financial statements for details of accounting policy on "Revenue recognition" and related disclosures.
Responsibilities of Management and Those Charged with Governance for the Financial Statement
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statement
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statement. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.
The engagement partners on the audit resulting in this independent auditors' report are KUN-YI WU and HSIEN-EN WU.
MOORE STEPHENS DaHua (Taiwan) CPAs
Taipei, Taiwan (Republic of China)
March 12, 2026
Notes to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and financial statements, the Chinese version shall prevail.
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CHINA WIRE & CABLE CO., LTD
Balance Sheets
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar)
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | ||
| Assets | Liabilities and Equity | ||||||||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 102,173 | 1 | 141,466 | 1 | 2100 | Short-term borrowings (notes 6(i) and 8) | $ 2,328,504 | 20 | 1,744,213 | 16 |
| 1110 | Financial assets at fair value through profit or loss - current (note 6(b)) | 13,375 | - | 10,761 | - | 2110 | Short-term notes and bills payables (notes 6(j) and 8) | 59,994 | 1 | 59,807 | 1 |
| 1120 | Financial assets at fair value through other comprehensive income - current (note 6(b)) | 1,151,248 | 11 | 1,005,854 | 10 | 2130 | Current contract liabilities (note 6(r)) | 399,018 | 3 | 320,043 | 3 |
| 1130 | Financial assets at amortized cost (notes 6(b) and 8) | 386,050 | 3 | 450,283 | 4 | 2150 | Notes payable | 279,457 | 2 | 208,812 | 2 |
| 1140 | Contract assets - current (note6(r)) | 59,267 | - | 40,323 | - | 2160 | Notes payable - related parties (note 7) | 15,111 | - | 0 | - |
| 1150 | Notes receivable, net (note 6(c)) - (r)and 7) | 60,927 | 1 | 114,292 | 1 | 2170 | Accounts payable | 475,848 | 4 | 396,152 | 4 |
| 1170 | Accounts receivable, net (notes 6(c)) - (r)and 7) | 2,066,023 | 17 | 1,364,726 | 13 | 2180 | Accounts payable-related parties (note 7) | 7,341 | - | 14,385 | - |
| 1180 | Accounts receivable - related parties (note 6(c))and 7) | - | - | 2,310 | - | 2200 | Other payable | 152,212 | 1 | 123,859 | 1 |
| 1200 | Other receivables | 6,194 | - | 7,347 | - | 2220 | Other payables - related parties (note 7) | 2,527 | - | 9 | - |
| 1310 | Inventories (note6(d)) | 2,188,292 | 19 | 1,844,101 | 18 | 2250 | Provisions - current (note 6(k)) | 72,400 | 19 | 52,383 | - |
| 1410 | Prepayments | 36,204 | - | 78,706 | 1 | 2260 | Current lease liabilities (notes 6(l) and 7) | 2,675 | - | 2,636 | - |
| 1470 | Other current assets - other | 57,874 | - | 47,705 | - | 2300 | Other current liabilities | 2,948 | - | 2,872 | - |
| 6,127,627 | 52 | 5,107,874 | 48 | 3,413 | - | 2,142 | - | ||||
| Non-current assets: | Non-current liabilities: | ||||||||||
| 1518 | Financial assets at fair value through other comprehensive income - non-current (note6(b)) | 58,953 | - | 192,371 | 2 | 2570 | Deferred tax liabilities (note 6(o)) | 726,937 | 6 | 726,937 | 7 |
| 1550 | Investments accounted for using equity method (note 6(e)) | 1,804,738 | 15 | 1,519,883 | 14 | 2580 | Non-current lease liabilities (note 6(l) and 7) | 18,078 | - | 20,244 | - |
| 1600 | Property, plant and equipment (note 6(f) and 8) | 3,317,573 | 28 | 3,296,214 | 31 | 2645 | Guarantee deposits | 7,903 | - | 7,619 | - |
| 1755 | Right-of-use assets (note 6(g) and 7) | 20,721 | - | 22,883 | - | 752,918 | 6 | 754,800 | 7 | ||
| 1760 | Investment properties, net (notes 6(h) and 8) | 523,219 | 4 | 531,684 | 5 | Total liabilities | 4,554,366 | 38 | 3,682,113 | 34 | |
| 1780 | Intangible assets | 6,766 | - | 9,995 | - | Equity attributable to owners of parent (note 6(p)) : | |||||
| 1840 | Deferred tax assets (note 6(o)) | 17,198 | - | 15,242 | - | 3100 | Capital stock | 1,916,880 | 16 | 1,916,880 | 18 |
| 1915 | Prepayments for business facilities | 125,101 | 1 | - | - | 3200 | Capital surplus | 654,215 | 6 | 606,844 | 6 |
| 1920 | Refundable deposits | 7,794 | - | 6,202 | - | 3300 | Retained earnings | ||||
| 1995 | Net defined benefit assets - non - current (note 6(n)) | 22,951 | - | 20,044 | - | 3310 | Legal reserve | 374,601 | 3 | 329,408 | 3 |
| 5,905,014 | 48 | 5,614,518 | 52 | 3320 | Special reserve | 3,158,982 | 26 | 3,187,405 | 30 | ||
| 3350 | Accumulated deficit | 3,049,200 | 25 | 2,850,485 | 27 | ||||||
| 6,582,783 | 54 | 6,367,298 | 60 | ||||||||
| 3400 | Other equity | 568,569 | 5 | 393,429 | 3 | ||||||
| 3500 | Treasury stock | (2,244,172) | (19) | (2,244,172) | (21) | ||||||
| Total equity | 7,478,275 | 62 | 7,040,279 | 66 | |||||||
| Total assets | $ 12,032,641 | 100 | 10,722,392 | 100 | Total liabilities and equity | $ 12,032,641 | 100 | 10,722,392 | 100 |
(The accompanying notes are an integral part of the financial statements)
CHINA WIRE & CABLE CO., LTD
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar, except earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(r) and 7) | ||||
| 4100 | Sale, net | $ 5,104,595 | 92 | 4,071,398 | 90 |
| 4640 | Device revenue | 408,365 | 8 | 457,237 | 10 |
| 4800 | Other revenue | 9,446 | - | 9,338 | - |
| 5,522,406 | 100 | 4,537,973 | 100 | ||
| 5000 | Operating costs (notes 6(d) + (n) and 7) | (4,794,963) | (87) | (3,918,764) | (86) |
| 5900 | Gross profit | 727,443 | 13 | 619,209 | 14 |
| 6000 | Operating expenses (notes 6(n) and 7): | ||||
| 6100 | Selling expenses | (76,950) | (1) | (86,623) | (2) |
| 6200 | Administrative expenses | (92,215) | (2) | (65,580) | (1) |
| 6450 | Expected credit impairment loss (note 6(c)) | (12,663) | - | (1,621) | - |
| Total operating expenses | (181,828) | (3) | (153,824) | (3) | |
| 6500 | Net gains and loss from other income expense (notes 6(t) and 7) | 31,420 | 1 | 29,343 | 1 |
| 6900 | Net operating income | 577,035 | 11 | 494,728 | 12 |
| Non-operating income and expenses (notes 6(u) and 7): | |||||
| 7100 | Interest income | 5,997 | - | 6,135 | - |
| 7010 | Other income | 69,979 | 1 | 57,576 | 1 |
| 7020 | Other gains and losses, net | (6,285) | - | 9,201 | - |
| 7050 | Finance costs | (44,460) | (1) | (38,317) | (1) |
| 7060 | Share of profit or loss of associates (note 6(e)) | 34,738 | 1 | 31,692 | 1 |
| Total non-operating income and expense | 59,969 | 1 | 66,287 | 1 | |
| Net income before tax | 637,004 | 12 | 561,015 | 13 | |
| 7950 | Less: Income tax expenses (note 6(o)) | 118,833 | 2 | 109,087 | 2 |
| 8000 | Net income | 518,171 | 10 | 451,928 | 11 |
| 8300 | Other comprehensive income (notes 6(e), (n) and (o)) : | ||||
| Components of other comprehensive income(loss) that will not be reclassified to profit or loss | |||||
| 8310 | Remeasurements of defined benefit plans | 1,606 | - | 6,727 | - |
| 8316 | Unrealized gains from financial assets measured at fair value through other comprehensive income | (44,043) | (1) | 155,838 | 3 |
| 8330 | Share of gain of subsidiaries and associates accounted for using thte equity method | 202,745 | 4 | 181,430 | 4 |
| 8349 | Income tax related to comprehensive that will not be reclassified to profit or loss | (322) | - | (1,345) | - |
| Total components of other comprehensive income that will not be reclassified to profit or loss | 159,986 | 3 | 342,650 | 7 | |
| 8300 | Other comprehensive income, net | 159,986 | 3 | 342,650 | 7 |
| Total comprehensive income: | $ 678,157 | 13 | 794,578 | 18 | |
| Basic earnings per share (NT dollars) (notes 6(q)) | |||||
| 9750 | Basic earnings per share | $ 3.26 | 2.85 | ||
| 9850 | Diluted earnings per share | $ 3.26 | 2.84 |
(The accompanying notes are an integral part of the financial statements)
CHINA WIRE & CABLE CO., LTD
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar)
| Capital stock | Capital surplus | Retained earnings | Other equity | Treasury stock | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Unrealized gains/losses(from financial assets measured at fair value through other comprehensive income | ||||||
| Balance on January 1, 2024 | 1,916,880 | 565,789 | 281,992 | 3,227,364 | 2,643,429 | 62,559 | (2,244,172) | 6,453,841 | |
| Resolution on distribution of profits at the Shareholders' meeting : | |||||||||
| Legal reserve | - | - | 47,416 | - | (47,416) | - | - | - | |
| Special reserve | - | - | - | (111,016) | 111,016 | - | - | - | |
| Cash dividend | - | - | - | - | (249,195) | - | - | (249,195) | |
| Adjusting capital surplus for dividends distributed to subsidiaries | - | 41,055 | - | - | - | - | - | 41,055 | |
| Net income | - | - | - | - | 451,928 | - | - | 451,928 | |
| Other comprehensive income(loss) | - | - | - | - | 5,382 | 337,268 | - | 342,650 | |
| Total comprehensive income(loss) | - | - | - | - | 457,310 | 337,268 | - | 794,578 | |
| Change in other equity: | |||||||||
| Reverse special retained earnings appropriation in accordance with FSC order No 1010047490 | - | - | - | 71,057 | (71,057) | - | - | - | |
| Disposal of instruments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 6,398 | (6,398) | - | - | |
| Balance on December 31, 2024 | $ 1,916,880 | 606,844 | 329,408 | 3,187,405 | 2,850,485 | 393,429 | (2,244,172) | 7,040,279 | |
| Balance on January 1, 2025 | $ 1,916,880 | 606,844 | 329,408 | 3,187,405 | 2,850,485 | 393,429 | (2,244,172) | 7,040,279 | |
| Resolution on distribution of profits at the Shareholders' meeting : | |||||||||
| Legal reserve | - | - | 45,193 | - | (45,193) | - | - | - | |
| Special reserve | - | - | - | - | - | - | - | - | |
| Cash dividend | - | - | - | - | (287,532) | - | - | (287,532) | |
| Adjusting capital surplus for dividends distributed to subsidiaries | - | 47,371 | - | - | - | - | - | 47,371 | |
| Net income | - | - | - | - | 518,171 | - | - | 518,171 | |
| Other comprehensive income(loss) | - | - | - | - | 1,284 | 158,702 | - | 159,986 | |
| Total comprehensive income(loss) | - | - | - | - | 519,455 | 158,702 | - | 678,157 | |
| Change in other equity: | |||||||||
| Reverse special retained earnings appropriation in accordance with FSC order No 1010047490 | - | - | - | (28,423) | 28,423 | - | - | - | |
| Disposal of instruments in equity instruments designated at fair value through other comprehensive income | $ 1,916,880 | 654,215 | 374,601 | 3,158,982 | 3,049,200 | 568,569 | (2,244,172) | 7,478,275 |
(The accompanying notes are an integral part of the financial statements)
CHINA WIRE & CABLE CO., LTD
Statements of Cash Flow
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before income tax | $ 637,004 | 561,015 |
| Non-cash income that do not affect cash flow | ||
| Depreciation expense | 40,523 | 38,120 |
| Amortization expense | 12,532 | 3,054 |
| Expected credit impairment loss | 12,663 | 1,621 |
| Gain on financial assets at fair value through profit or loss | (1,142) | (597) |
| Interest expense | 44,460 | 38,317 |
| Interest income | (5,997) | (6,135) |
| Dividend income | (51,826) | (32,184) |
| Share of profit or loss of associates | (34,738) | (31,692) |
| Gain on disposal of property, plant and equipment | - | (2,243) |
| Gain on disposal of Investment properties | - | (4,608) |
| Provision recognized(reversed) | 39 | (13) |
| Total adjustments to reconcile profit | 16,514 | 3,640 |
| Change in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Contract assets | (19,544) | 31,793 |
| Notes receivable, including related parties | 53,897 | (77,828) |
| Accounts receivable | (711,582) | (18,523) |
| Other receivables | 1,235 | (641) |
| Inventories | (338,706) | (132,706) |
| Prepayments | 42,502 | 70,234 |
| Other current assets | (10,169) | 23,646 |
| Total change in operating assets | (982,367) | (104,025) |
| Change in operating liabilities: | ||
| Contract liabilities | 78,975 | (24,419) |
| Notes payable, including related parties | 85,756 | 1,332 |
| Accounts payable, including related parties | 72,652 | 135,930 |
| Other payables, including related parties | 34,627 | 10,218 |
| Other current liabilities | 1,271 | (367) |
| Net defined benefit liability | (1,301) | (946) |
| Total change in operating liabilities | 271,980 | 121,748 |
| Total changes in operating assets and liabilities | (710,387) | 17,723 |
| Total adjustments | (693,873) | 21,363 |
| Cash flows generated from operations | (56,869) | 582,378 |
| Interest received | 5,915 | 6,390 |
| Interest paid | (48,029) | (41,711) |
| Income tax paid | (101,094) | (141,493) |
| Net cash generated from (used in) operating activities | (200,077) | 405,564 |
| Cash flow from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (103,489) | (96,649) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 47,469 | 51,799 |
| Reduction of capital through the return of paid-in capital for financial assets measured at fair value through other comprehensive income | - | 59,120 |
| Proceeds from disposal of financial assets at amortized cost | 64,233 | 67,528 |
| Acquisition of financial assets at fair value through profit or loss | (8,284) | (22,049) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 6,812 | 20,944 |
| Acquisition of investments accounted for using equity method | - | (48,751) |
| Acquisition of property, plant and equipment | (55,796) | (28,588) |
| Proceeds from disposal of property, plant and equipment | - | 3,390 |
| Increase in refundable deposits | (1,592) | (1,728) |
| Acquisition of intangible assets | (9,303) | (12,296) |
| Proceeds from disposal of investment properties | - | 13,091 |
| Increase in Prepayments for business facilities | (125,101) | - |
| Dividends received | 51,826 | 32,184 |
| Net cash flows generated from (used in) investing activities | (133,225) | 37,995 |
| Cash flow from used in financing activities: | ||
| Increase (decrease) in short-term borrowing | 584,291 | (141,929) |
| Decrease in short-term notes and bills payables | - | (20,000) |
| Increase in guarantee deposits | 284 | 857 |
| Repayments of lease liabilities | (3,034) | (3,417) |
| Cash dividend paid | (287,532) | (249,195) |
| Net cash generated from (used in) financing activities | 294,009 | (413,684) |
| Net increase (decrease) in cash and cash equivalents | (39,293) | 29,875 |
| Cash and cash equivalents at beginning of year | 141,466 | 111,591 |
| Cash and cash equivalents at end of year | $ 102,173 | 141,466 |
(The accompanying notes are an integral part of the financial statements)
Independent Auditor's Report
To the Board of Directors CHINA WIRE & CABLE CO., LTD. and Subsidiaries.
Opinion
We have audited the consolidated financial statements of CHINA WIRE & CABLE CO., LTD. AND SUBSIDIARY ("the Company") and its subsidiaries ("the Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), Interpretations developed by the International Financial Reporting Interpretations Committee ("IFRIC") or the former Standing Interpretations Committee ("SIC") endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Revenue recognition
The Company is primarily engaged in the production, sales, processing, and installation services of electric wires and cables, aluminum doors, windows, and various aluminum products, as well as the import and export of various products, and the construction, rental, and sale of buildings. As a listed company that involves public interests, the Company's operational performance is highly valued by investors, and thus, revenue recognition is one of the main risks for the auditors in performing the Company's financial report audit.
The key audit procedures performed by the auditor for the above-mentioned critical audit matters include understanding and testing the internal controls related to the revenue and collection cycle and assessing their effectiveness; performing trend analysis of revenue from the top ten sales customers, comparing relevant changes or discrepancies to evaluate any material anomalies; reviewing whether
23
management has obtained external evidence sufficient to demonstrate that risks and rewards have transferred to the buyer; and conducting sample testing of sales transactions before and after the year-end period to assess the accuracy of revenue recognition.
Please refer to note 4 and 6 of the consolidated financial statements for details of accounting policy on "Revenue recognition" and related disclosures.
Other Matter
The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unqualified opinion with emphasis of matter paragraph.
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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
24
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
25
The engagement partners on the audit resulting in this independent auditors’ report are KUN-YI WU and HSIEN-EN WU.
MOORE STEPHENS DaHua (Taiwan) CPAs
Taipei, Taiwan (Republic of China)
March 12, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditor’s audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditor’s audit report and consolidated financial statements, the Chinese version shall prevail.
26
CHINA WIRE & CABLE CO., LTD AND SUBSIDIARIES
Consolidated Balance Sheets
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar)
| December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Assets | |||||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 135,698 | 1 | 204,286 | 2 |
| 1110 | Financial assets at fair value through profit or loss - current (note 6(b)) | 108,013 | 1 | 108,610 | 1 |
| 1120 | Financial assets at fair value through other comprehensive income - current (note 6(b)) | 2,472,050 | 20 | 2,026,964 | 19 |
| 1136 | Financial assets at amortized cost (notes 6(b) and 8) | 386,050 | 3 | 450,283 | 4 |
| 1140 | Contract assets- current (note6(r)) | 164,168 | 1 | 108,108 | 1 |
| 1150 | Notes receivable, net (note 6(c) and (r)) | 60,927 | 1 | 114,292 | 1 |
| 1170 | Accounts receivable, net (notes 6(c) and (r)) | 2,066,023 | 17 | 1,364,726 | 13 |
| 1180 | Accounts receivable - related parties (note 6(c) + (r) and 7) | - | - | 2,310 | - |
| 1200 | Other receivables | 6,225 | - | 7,367 | - |
| 1310 | Inventories (note6(d)) | 2,188,292 | 18 | 1,844,101 | 17 |
| 1410 | Prepayments | 36,431 | - | 78,706 | 1 |
| 1470 | Other current assets - other | 62,731 | 1 | 51,071 | - |
| 7,686,608 | 63 | 6,360,824 | 59 | ||
| December 31, 2025 | December 31, 2024 | ||||
| --- | --- | --- | --- | --- | --- |
| Amount | % | Amount | % | ||
| Non-current assets: | |||||
| 1518 | Financial assets at fair value through other comprehensive income - non-current (note6(b)) | 58,953 | 1 | 192,975 | 3 |
| 1550 | Investments accounted for using equity method (note 6(e)) | 360,878 | 3 | 365,395 | 3 |
| 1600 | Property, plant and equipment (note 6(f) and 8) | 3,317,573 | 28 | 3,296,214 | 30 |
| 1755 | Right-of-use assets (note 6(g) and 7) | 20,721 | - | 22,883 | - |
| 1760 | Investment properties, net (notes 6(h) and 8) | 523,219 | 4 | 531,684 | 5 |
| 1780 | Intangible assets | 6,766 | - | 9,995 | - |
| 1840 | Deferred tax assets (note 6(o)) | 17,198 | - | 15,242 | - |
| 1915 | Prepayments for business facilities | 125,101 | 1 | - | - |
| 1920 | Refundable deposits | 29,068 | - | 27,476 | - |
| 1975 | Net defined benefit assets - non - current (note 6(n)) | 22,951 | - | 20,044 | - |
| 4,482,428 | 37 | 4,481,908 | 41 | ||
| Total assets | $ 12,169,036 | 100 | 10,842,732 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements)
| Liabilities and Equity | |||||
|---|---|---|---|---|---|
| Current liabilities: | |||||
| Current liabilities: | |||||
| 2100 | Short-term borrowings (notes 6(i) and 8) | $ | 2,359,287 | 19 | 1,771,471 |
| 2110 | Short-term notes and bills payables (notes 6(j) and 8) | 59,994 | 1 | 59,807 | |
| 2130 | Current contract liabilities (note 6(r)) | 399,018 | 3 | 320,043 | |
| 2150 | Notes payable | 280,531 | 2 | 210,839 | |
| 2160 | Notes payable - related parties (note 7) | 15,111 | - | - | |
| 2170 | Accounts payable | 475,848 | 4 | 396,152 | |
| 2180 | Accounts payable-related parties (note 7) | 7,341 | - | 14,385 | |
| 2200 | Other payable | 152,517 | 1 | 124,291 | |
| 2220 | Other payables - related parties (note 7) | 2,527 | - | 9 | |
| 2230 | Current income tax liabilities | 75,657 | 1 | 53,815 | |
| 2250 | Provisions - current (note 6(k)) | 2,675 | - | 2,636 | |
| 2280 | Current lease liabilities (notes 6(l) and 7) | 2,948 | - | 2,872 | |
| 2300 | Other current liabilities | 3,468 | - | 2,204 | |
| 3,836,922 | 31 | 2,958,524 | |||
| Non-current liabilities: | |||||
| 2570 | Deferred tax liabilities (note 6(o)) | 726,937 | 6 | 726,937 | |
| 2580 | Non-current lease liabilities (note 6(l) and 7) | 18,078 | - | 20,244 | |
| 2645 | Guarantee deposits | 7,903 | - | 7,619 | |
| 752,918 | 6 | 754,800 | |||
| Total liabilities | 4,589,840 | 37 | 3,713,324 | ||
| Equity attributable to owners of parent (note 6(p)) : | |||||
| 2645 | Capital stock | 1,916,880 | 16 | 1,916,880 | |
| 2000 | Capital surplus | 654,215 | 5 | 606,844 | |
| 3000 | Retained earnings | ||||
| 3300 | Legal reserve | 374,601 | 3 | 329,408 | |
| 3320 | Special reserve | 3,158,982 | 27 | 3,187,405 | |
| 3350 | Accumulated deficit | 3,049,200 | 25 | 2,850,485 | |
| 6,582,783 | 55 | 6,367,298 | |||
| Other equity | 568,569 | 4 | |||
| Treasury stock | (2,244,172) | (18) | |||
| Total equity | 7,478,275 | 62 | |||
| Non-controlling interest | 100,921 | 1 | |||
| Total equity attributable to owners of parent | 7,579,196 | 63 | |||
| Total assets | Total liabilities and equity | 12,169,036 |
CHINA WIRE & CABLE CO., LTD AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar, except earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(r) and 7) | ||||
| 4100 | Sale, net | $ 5,104,595 | 92 | 4,071,398 | 90 |
| 4640 | Device revenue | 408,365 | 8 | 457,237 | 10 |
| 4800 | Other revenue | 9,446 | - | 9,338 | - |
| 5,522,406 | 100 | 4,537,973 | 100 | ||
| 5000 | Operating costs (notes 6(d) × (m) and 7) | (4,794,963) | (87) | (3,918,764) | (86) |
| 5900 | Gross profit | 727,443 | 13 | 619,209 | 14 |
| 6000 | Operating expenses (notes 6(n) and 7): | ||||
| 6100 | Selling expenses | (77,811) | (1) | (87,657) | (2) |
| 6200 | Administrative expenses | (92,441) | (3) | (65,819) | (2) |
| 6450 | Expected credit impairment loss (note 6(c)) | (12,663) | - | (1,621) | - |
| Total operating expenses | (182,915) | (4) | (155,097) | (4) | |
| 6500 | Net gains and loss from other income expense (notes 6(t) and 7) | 31,420 | 1 | 29,343 | 1 |
| 6900 | Net operating income | 575,948 | 10 | 493,455 | 11 |
| Non-operating income and expenses (notes 6(u) and 7): | |||||
| 7100 | Interest income | 14,288 | - | 11,233 | - |
| 7010 | Other income | 115,219 | 2 | 88,963 | 2 |
| 7020 | Other gains and losses, net | (14,060) | - | 13,454 | - |
| 7050 | Finance costs | (45,290) | - | (38,329) | - |
| 7060 | Share of profit or loss of associates (note 6(e)) | (4,517) | - | (5,549) | - |
| Total non-operating income and expense | 65,640 | 2 | 69,772 | 2 | |
| Net income before tax | 641,588 | 12 | 563,227 | 13 | |
| 7950 | Less: Income tax expenses (note 6(o)) | 122,089 | 2 | 110,518 | 2 |
| 8200 | Net income | 519,499 | 10 | 452,709 | 11 |
| 8300 | Other comprehensive income (notes 6(n) and (o)): | ||||
| 8310 | Components of other comprehensive income(loss) that will not be reclassified to profit or loss | ||||
| 8311 | Gains remeasurements of defined benefit plans | 1,606 | - | 6,727 | - |
| 8316 | Unrealized gains from financial assets measured at fair value through other comprehensive income | 167,274 | 3 | 347,719 | 8 |
| 8349 | Income tax related to comprehensive that will not be reclassified to profit or loss | (322) | - | (1,345) | - |
| Total components of other comprehensive income that will not be reclassified to profit or loss | 168,558 | 3 | 353,101 | 8 | |
| 8300 | Other comprehensive income, net | 168,558 | 3 | 353,101 | 8 |
| Total comprehensive income: | $ 688,057 | 13 | 805,810 | 19 | |
| Profit attributable to: | |||||
| 8610 | Owners of parent | $ 518,171 | 9 | 451,928 | 10 |
| 8620 | Non-controlling interests | 1,328 | 1 | 781 | 1 |
| $ 519,499 | 10 | 452,709 | 11 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 678,157 | 12 | 794,578 | 18 |
| 8720 | Non-controlling interests | 9,900 | 1 | 11,232 | 1 |
| $ 688,057 | 13 | 805,810 | 19 | ||
| Basic earnings per share (NT dollars) (notes 6(q)) | |||||
| 9750 | Basic earnings per share | $ 3.26 | 2.85 | ||
| 9850 | Diluted earnings per share | $ 3.26 | 2.84 |
(The accompanying notes are an integral part of the consolidated financial statements)
CHINA WIRE & CABLE CO., LTD AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar)
Equity attributable to owners of parent
| Capital stock | Capital surplus | Retained earnings | Other equityUnrealized gains(losses)from financial assets measured at fair value through other comprehensive income | Treasury stock | Total equity attributable to owners of parent | Non-controlling interests | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | ||||||||
| Balance on January 1, 2024 | 1,916,880 | 565,789 | 281,992 | 3,227,364 | 2,643,429 | 62,559 | (2,244,172) | 6,453,841 | 50,009 | 6,503,850 |
| Resolution on distribution of profits at the Shareholders' meeting: | ||||||||||
| Legal reserve | - | - | 47,416 | - | (47,416) | - | - | - | - | - |
| Special reserve | - | - | - | (111,016) | 111,016 | - | - | - | - | - |
| Cash dividend | - | - | - | - | (249,195) | - | - | (249,195) | - | (249,195) |
| Adjusting capital surplus for dividends distributed to subsidiaries | - | 41,055 | - | - | - | - | - | 41,055 | 1,639 | 42,694 |
| Net income | - | - | - | - | 451,928 | - | - | 451,928 | 781 | 452,709 |
| Other comprehensive income(loss) | - | - | - | - | 5,382 | 337,268 | - | 342,650 | 10,451 | 353,101 |
| Total comprehensive income(loss) | - | - | - | - | 457,310 | 337,268 | - | 794,578 | 11,232 | 805,810 |
| Change in other equity: | ||||||||||
| Reverse special retained earnings appropriation in accordance with FSC order No 1010047490 | - | - | - | 71,057 | (71,057) | - | - | - | - | - |
| Disposal of instruments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 6,398 | (6,398) | - | - | - | - |
| Non-controlling interest | - | - | - | - | - | - | - | - | 26,249 | 26,249 |
| Balance on December 31, 2024 | $ 1,916,880 | 606,844 | 329,408 | 3,187,405 | 2,850,485 | 393,429 | (2,244,172) | 7,040,279 | 89,129 | 7,129,408 |
| Balance on January 1, 2025 | $ 1,916,880 | 606,844 | 329,408 | 3,187,405 | 2,850,485 | 393,429 | (2,244,172) | 7,040,279 | 89,129 | 7,129,408 |
| Resolution on distribution of profits at the Shareholders' meeting: | ||||||||||
| Legal reserve | - | - | 45,193 | - | (45,193) | - | - | - | - | - |
| Special reserve | - | - | - | - | - | - | - | - | - | - |
| Cash dividend | - | - | - | - | (287,532) | - | - | (287,532) | - | (287,532) |
| Adjusting capital surplus for dividends distributed to subsidiaries | - | 47,371 | - | - | - | - | - | 47,371 | 1,892 | 49,263 |
| Net income | - | - | - | - | 518,171 | - | - | 518,171 | 1,328 | 519,499 |
| Other comprehensive income(loss) | - | - | - | - | 1,284 | 158,702 | - | 159,986 | 8,572 | 168,558 |
| Total comprehensive income(loss) | - | - | - | - | 519,455 | 158,702 | - | 678,157 | 9,900 | 688,057 |
| Change in other equity: | ||||||||||
| Reverse special retained earnings appropriation in accordance with FSC order No 1010047490 | - | - | - | (28,423) | 28,423 | - | - | - | - | - |
| Disposal of instruments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (16,438) | 16,438 | - | - | - | - |
| Non-controlling interests | - | - | - | - | - | - | - | - | - | - |
| Balance on December 31, 2025 | $ 1,916,880 | 654,215 | 374,601 | 3,158,982 | 3,049,200 | 568,569 | (2,244,172) | 7,478,275 | 100,921 | 7,579,196 |
(The accompanying notes are an integral part of the consolidated financial statements)
CHINA WIRE & CABLE CO., LTD AND SUBSIDIARIES
Consolidated Statements of Cash Flow
For the years ended December 31, 2025 and 2024
(expressed in thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before income tax | $ 641,588 | 563,227 |
| Non-cash income that do not affect cash flow | ||
| Depreciation expense | 40,523 | 38,120 |
| Amortization expense | 12,532 | 3,054 |
| Expected credit impairment loss | 12,663 | 1,621 |
| Gain on financial assets at fair value through profit or loss | 3,975 | (4,696) |
| Interest expense | 45,290 | 38,329 |
| Interest income | (14,288) | (11,233) |
| Dividend income | (96,952) | (63,480) |
| Share of profit or loss of associates | 4,517 | 5,549 |
| Gain on disposal of property, plant and equipment | - | (2,243) |
| Gain on disposal of Investment properties | - | (4,608) |
| Provision recognized (reversed) | 39 | (13) |
| Total adjustments to reconcile profit | 8,299 | 400 |
| Change in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Contract assets | (56,660) | 9,474 |
| Notes receivable, including related parties | 53,897 | (77,828) |
| Accounts receivable | (711,582) | (18,523) |
| Other receivables | 1,224 | (652) |
| Inventories | (338,706) | (132,706) |
| Prepayments | 42,275 | 70,234 |
| Other current assets | (11,660) | 22,575 |
| Total change in operating assets | (1,021,212) | (127,426) |
| Change in operating liabilities: | ||
| Contract liabilities | 78,975 | (24,419) |
| Notes payable, including related parties | 84,803 | 3,359 |
| Accounts payable, including related parties | 72,652 | 135,930 |
| Other payables, including related parties | 34,500 | 9,653 |
| Other current liabilities | 1,264 | (305) |
| Net defined benefit liability | (1,301) | (946) |
| Total change in operating liabilities | 270,893 | 123,272 |
| Total changes in operating assets and liabilities | (750,319) | (4,154) |
| Total adjustments | (742,020) | (3,754) |
| Cash flows generated from operations | (100,432) | 559,473 |
| Interest received | 14,206 | 11,489 |
| Interest paid | (48,859) | (41,723) |
| Income tax paid | (102,525) | (143,597) |
| Net cash generated from (used in) operating activities | (237,610) | 385,642 |
| Cash flow from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (213,403) | (189,681) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 69,613 | 59,179 |
| Reduction of capital through the return of paid-in capital for financial assets measured at fair value through other comprehensive income | - | 59,120 |
| Acquisition of financial assets at fair value through profit or loss | (432,806) | (299,847) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 429,428 | 235,390 |
| Proceeds from disposal of financial assets at amortized cost | 64,233 | 67,528 |
| Proceeds from disposal of investment properties | - | 13,091 |
| Acquisition of property, plant and equipment | (55,796) | (28,588) |
| Proceeds from disposal of property, plant and equipment | - | 3,390 |
| Increase in refundable deposits | (1,592) | (7,230) |
| Acquisition of intangible assets | (9,303) | (12,296) |
| Increase in Prepayments for business facilities | (125,101) | - |
| Dividends received | 96,952 | 63,480 |
| Net cash flows used in investing activities | (177,775) | (36,464) |
| Cash flow from used in financing activities: | ||
| Increase (decrease) in short-term borrowing | 587,816 | (114,671) |
| Decrease in short-term notes and bills payables | - | (20,000) |
| Increase in guarantee deposits | 284 | 857 |
| Repayments of lease liabilities | (3,034) | (3,417) |
| Cash dividend paid | (238,269) | (206,501) |
| Non-controlling interests | - | 26,249 |
| Net cash generated from (used in) financing activities | 346,797 | (317,483) |
| Net increase (decrease) in cash and cash equivalents | (68,588) | 31,695 |
| Cash and cash equivalents at beginning of year | 204,286 | 172,591 |
| Cash and cash equivalents at end of year | $ 135,698 | 204,286 |
(The accompanying notes are an integral part of the consolidated financial statements)
Matters for Ratification (II)
Proposed by the Board of Directors
Subject: Ratification of the Company's 2025 statement of earnings distribution.
Explanation:
I. The net income after tax for 2025 was NT$518,170,900, disposal of investments in equity instruments designated at fair value through other comprehensive income decreased by NT$16,437,804, remeasurements of defined benefit plans increased by NT$1,284,074, and undistributed earnings at the beginning of the period of NT$2,517,759,914 were added. After appropriating 10% as legal reserve of NT$51,817,090 in accordance with the law, reversing special reserve (treasury shares) of NT$28,422,806, and proposing a cash dividend of NT$2 per share totaling NT$383,376,000, the undistributed earnings at the end of the period are NT$2,614,006,800, which are hereby submitted for ratification.
II. The cash dividends to be paid out were “rounded down to NT$1”, and the total amount of each payment of below NT$1 shall be adjusted from the largest decimal figures to the smallest ones and then from the previous account numbers to the latest ones till the total meets the total amount of cash dividends to be paid out. After the cash dividend distribution proposal is passed at this general shareholders' meeting, the board of directors is delegated to set another dividends distribution record date and determine other relevant matters. If there is a change in the Company’s share capital, affecting the number of outstanding shares, the payout ratio needs to be revised, and it is proposed to request the general shareholders' meeting to delegate the board of directors to handle it with full authority.
III. The 2025 statement of earnings distribution (see page 32 of this handbook).
IV. Please proceed to ratify it.
Resolution:
China Wire & Cable Co., Ltd.
Statement of Earnings Distribution
2025
Unit: NTD
| Item | Amount | Remarks |
|---|---|---|
| Undistributed earnings at the beginning of the period | $2,517,759,914 | |
| Add: Net profit after tax for 2025 | 518,170,900 | |
| Disposal of investments in equity instruments at fair value through other comprehensive income | (16,437,804) | |
| Remeasurement of defined benefit plans | 1,284,074 | |
| Cumulative distributable earnings for this year | 3,020,777,084 | |
| Provision or distribution items: | ||
| Legal reserve provided | (51,817,090) | |
| Special reserve reversed (treasury shares) | 28,422,806 | |
| Shareholder dividend | (383,376,000) | |
| Undistributed earnings at the end of the period | $2,614,006,800 |
Chairman: Chen Lian-Yin
Manager: Chen Ho-Yuan
Accounting Manager: Huang Chia-Ling
32
Matters for Discussion (I)
Proposed by the Board of Directors
Subject: Proposed amendments to the Company’s “Procedures for Acquisition or Disposal of Assets” for discussion.
Explanation:
I. Pursuant to the Financial Supervisory Commission Order Jin-Guan-Zheng-Fa-Zi No. 1140383333 dated July 24, 2025, certain provisions of the “Procedures for Acquisition or Disposal of Assets” are amended.
II. The Company’s “Comparison Table of Amended Provisions of the Procedures for Acquisition or Disposal of Assets” is attached as shown in the attached table.
III. Please proceed to discussion.
Resolution:
Table
China Wire & Cable Co., Ltd.
Comparison Table of Amended Provisions of the Procedures for Acquisition or Disposal
| Article No. | After amendment | Before amendment | Reason for amendment |
|---|---|---|---|
| Article 1 | These procedures are amended in accordance with Article 36-1 of the Securities and Exchange Act and the letter of the Financial Supervisory Commission dated July 24, 2025, Jin-Guan-Zheng-Fa-Zi No. 1140383333. | These procedures are amended in accordance with Article 36-1 of the Securities and Exchange Act and the letter of the Financial Supervisory Commission dated July 28, 2022, Jin-Guan-Zheng-Fa-Zi No. 11103804655. | Some provisions were amended in accordance with the amendment order issued by the Financial Supervisory Commission. |
| Article 9 | Public announcement and filing of acquisition or disposal of assets: One. If the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature thereof and in the prescribed format, make a public announcement and filing of the relevant information on the website designated by the Securities and Futures Commission within two days commencing immediately from the date of occurrence of the fact: I. Omitted. II. Omitted. III. Omitted. IV. Acquisition or disposal of equipment or right-of-use assets thereof for business use, and the transaction counterparty is not a related party, and the transaction amount | Public announcement and filing of acquisition or disposal of assets: One. If the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature thereof and in the prescribed format, make a public announcement and filing of the relevant information on the website designated by the Securities and Futures Commission within two days commencing immediately from the date of occurrence of the fact: I. Omitted. II. Omitted. III. Omitted. IV. Acquisition or disposal of equipment or right-of-use assets thereof for business use, and the transaction counterparty is not a related party, and the transaction amount | Certain provisions of this Article have been amended in accordance with the amendment order of the Financial Supervisory Commission for compliance. |
35
| reaches one of the following criteria: (1) For a public company with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) For a public company with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more. (3) For a public company with paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the company's paid-in capital. V. A public company engaged in construction business acquires or disposes of real property or right-of-use assets thereof for construction use, and the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more; provided that where the paid-in capital is NT$10 billion or more, and the real property disposed of | reaches one of the following criteria: (1) For a public company with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) Public companies with paid-in capital of at least NT$10 billion and transaction amounts of NT$1 billion or more. V. A public company engaged in construction business acquires or disposes of real property or right-of-use assets thereof for construction use, and the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more; provided that where the paid-in capital is NT$10 billion or more, and the real property disposed of | |
|---|---|---|
36
| | is from a
self-constructed
completed project,
and the transaction
counterparty is not a
related party, the
transaction amount
reaches NT$1 billion
or more.
VI. Acquisition of real
property by means of
construction on own
land, construction on
leased land, joint
construction and
allocation of housing
units, joint
construction and
allocation of profits,
or joint construction
and separate sale, and
the transaction
counterparty is not a
related party, and the
transaction amount
the Company expects
to invest reaches
NT$500 million or
more.
VII. For a public company
with paid-in capital of
NT$50 billion or
more, trading of
government bonds,
ordinary corporate
bonds, and general
financial bonds not
involving equity
interests (excluding
subordinated bonds)
on a stock exchange
or at a securities
firm's place of
business, not falling
under any of the
circumstances in the
proviso to | self-constructed
completed project,
and the transaction
counterparty is not a
related party, the
transaction amount
reaches NT$1 billion
or more.
VI. Acquisition of real
property by means of
construction on own
land, construction on
leased land, joint
construction and
allocation of housing
units, joint
construction and
allocation of profits,
or joint construction
and separate sale, and
the transaction
counterparty is not a
related party, and the
transaction amount
the Company expects
to invest reaches
NT$500 million or
more. |
| --- | --- | --- |
37
| | Subparagraph 8, and the transaction counterparty is not a related party, and the transaction amount reaches 5% or more of the company's paid-in capital.
VIII. Asset transactions other than those referred to in the preceding seven subparagraphs, disposal of claims by a financial institution, or investment in the Mainland Area, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more. However, the following circumstances are not subject thereto:
(I) Purchase or sale of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan.
(II) Securities trading on a stock exchange or at a securities firm's place of business by those engaged in investment as a profession, or subscription in the primary market for foreign government bonds | VII. Asset transactions, disposal of creditor's rights by financial institutions, or investments in Mainland China, excluding those in the preceding six subparagraphs, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following circumstances are not subject thereto:
(I) Purchase or sale of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan.
(II) Securities trading on a stock exchange or at a securities firm's place of business by those engaged in investment as a profession, or subscription in the primary market for foreign government bonds or ordinary |
| --- | --- | --- |
| | or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds) offered and issued, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or resale of exchange-traded notes, or securities subscribed by a securities firm as required for its underwriting business or as the recommending securities firm for an emerging stock company in accordance with the regulations of the Taipei Exchange.
(III) Trading of bonds with repurchase or resale conditions, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Two. Omitted.
Three. Omitted.
Five. Omitted.
Six. Omitted. | corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds) offered and issued, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or resale of exchange-traded notes, or securities subscribed by a securities firm as required for its underwriting business or as the recommending securities firm for an emerging stock company in accordance with the regulations of the Taipei Exchange.
(III) Trading of bonds with repurchase or resale conditions, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Two. Omitted.
Three. Omitted.
Five. Omitted.
Six. Omitted. |
| --- | --- | --- |
38
| Article 10-1 | If the shares of the Company have no par value or the par value per share is not NT$10, the provisions regarding the transaction amount of 20% of the paid-in capital in this procedure shall be calculated based on 10% of the equity attributable to owners of the parent; the provisions regarding the transaction amount of 5% of the paid-in capital in this procedure shall be calculated based on 2.5% of the equity attributable to owners of the parent; the provisions regarding the transaction amount when the paid-in capital reaches NT$10 billion in this procedure shall be calculated based on NT$20 billion of the equity attributable to owners of the parent; the provisions regarding the transaction amount when the paid-in capital reaches NT$50 billion in this procedure shall be calculated based on NT$100 billion of the equity attributable to owners of the parent. | If the shares of the Company have no par value or the par value per share is not NT$10, the provisions regarding the transaction amount of 20% of the paid-in capital in this procedure shall be calculated based on 10% of the equity attributable to owners of the parent; the provisions regarding the transaction amount when the paid-in capital reaches NT$10 billion in this procedure shall be calculated based on NT$20 billion of the equity attributable to owners of the parent. | Certain provisions of this Article have been amended in accordance with the amendment order of the Financial Supervisory Commission for compliance. |
|---|---|---|---|
| Article 14 | These Procedures were approved by the Board of Directors on March 6, 2003, the first amendment was made on June 23, 2006, the second amendment was made on June 24, 2011, the third amendment was made on June 19, 2012, the fourth amendment was made on June 24, 2014, the fifth amendment was made on June 22, 2017, the sixth amendment was made on June 27, 2019, the seventh amendment was made on June 24, 2020, the eighth amendment was made on July 22, 2021, the ninth amendment | These Procedures were approved by the Board of Directors on March 6, 2003, the first amendment was made on June 23, 2006, the second amendment was made on June 24, 2011, the third amendment was made on June 19, 2012, the fourth amendment was made on June 24, 2014, the fifth amendment was made on June 22, 2017, the sixth amendment was made on June 27, 2019, the seventh amendment was made on June 24, 2020, the eighth amendment was made on July 22, 2021, and the ninth | The date of the amendment at this time is added. |
| was made on June 24, 2022, and the tenth amendment was made on June 24, 2026. | amendment was made on June 24, 2022. | ||
|---|---|---|---|
40
Matters for Discussion (II)
Proposed by the Board of Directors
Subject: Amendment to the Company's "Procedures for Election and Appointment of Directors" for discussion.
Explanation: I. Certain provisions of the Company's "Procedures for Election and Appointment of Directors" are amended in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and in response to the needs of the Company's re-election in 2027 and related operations.
II. Attached please find the Company's "Table of Comparison for Amendments to the Procedures for Election and Appointment of Directors," as shown in the attached table.
III. Please proceed to discussion.
Resolution:
Table
China Wire & Cable Co., Ltd.
Table of Comparison for Amendments to the Procedures for Election and Appointment of Directors
| Article No. | After amendment | Before amendment | Reason for amendment |
|---|---|---|---|
| Article 3 | The election of Directors of the Company shall take into consideration the overall composition of the Board of Directors. The composition of the Board of Directors shall take diversity into consideration, and an appropriate diversity policy shall be formulated based on its own operations, operating model, and development needs, which should include but not be limited to the standards of the following two major aspects: | ||
| I. Basic conditions and values: gender, age, nationality, and culture. | |||
| II. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. | |||
| Members of the Board of Directors shall generally possess the knowledge, skills, and qualities necessary for the performance of their duties, and the overall capabilities to be possessed are as follows: | |||
| I. Business judgment ability. | |||
| II. Accounting and financial analysis ability. | Directors of the company shall be elected and appointed by the shareholders' meeting among those who have the full legal capacity to act. The number of directors and supervisors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. | Amended with appropriate reference to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
| | III. Business management ability.
IV. Crisis management ability.
V. Industry knowledge.
VI. An international market perspective.
VII. Leadership ability.
VIII. Decision-making ability.
More than half of the seats among directors shall not have a spousal relationship or a familial relationship within the second degree of kinship.
The Board of Directors of the Company shall consider adjusting the composition of the Board of Directors based on the results of performance evaluation. | | |
| --- | --- | --- | --- |
| Article 7 | When the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. Directors of the company shall be elected and appointed by the shareholders' meeting among | If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. Directors of the company shall | Amended with appropriate textual revisions. |
43
| those who have the full legal capacity to act. The number of directors and supervisors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. | be elected and appointed by the shareholders' meeting among those who have the full legal capacity to act. The number of directors and supervisors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. | ||
|---|---|---|---|
| Article 8 | A ballot is invalid under any of the following circumstances: (1) A ballot not prepared in accordance with these Regulations. (2) A blank ballot is cast into the ballot box. (3) The handwriting is illegible or has been altered. (4) The candidate filled in does not conform to the list of director candidates upon verification. (5) Other words are inserted in addition to the allocated voting rights. | A ballot is invalid under any of the following circumstances: (1) A ballot not prescribed by these Regulations. (2) A blank ballot is cast into the ballot box. (3) The handwriting is illegible or has been altered. (4) Where the candidate filled in is a shareholder, the account name and shareholder account number do not conform to the shareholder register; where the candidate filled in is not a shareholder, the name and uniform identity card number do not conform upon verification. (5) Other words are inserted in addition to the candidate's account name (name), | Amended with appropriate textual revisions. |
| 44 |
| | | shareholder account number, or uniform identity card number.
(6) Where the name of the candidate filled in is identical to that of another shareholder, no shareholder account number or uniform identity card number is entered for identification.
(7) Two or more candidates are entered on the same ballot. | |
| --- | --- | --- | --- |
| Article 9 | After the voting is completed, the ballots shall be counted on the spot, and the chair shall announce the vote counting results on the spot, including the list of elected directors and their voting rights.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. | After the voting is completed, the ballots shall be counted on the spot, and the chair shall announce the vote counting results on the spot.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. | Amended with appropriate textual revisions. |
| Article 12 | These Regulations and all amendments thereto shall be enforced upon approval by a shareholders’ meeting.
These Procedures were approved for renaming on July 22, 2021, and the first amendment after the renaming was made on June 24, 2026. | These Regulations and all amendments thereto shall be enforced upon approval by a shareholders’ meeting. | The date of the amendment at this time is added. |
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Extempore Motions
Subject:
Explanation:
Appendix 1
China Wire & Cable Co., Ltd.
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is incorporated in accordance with the Company Act and named China Wire & Cable Co., Ltd.
Article 2: The Company's scope of business is as follows:
- CA01100 Aluminum Rolling, Drawing and Extruding.
- CA01130 Copper Rolling, Drawing and Extruding.
- CA02010 Manufacture of Metal Structure and Architectural Components.
- CC01020 Electric Wires and Cables Manufacturing.
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
- CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
- CC01080 Electronics Components Manufacturing.
- CC01110 Computer and Peripheral Equipment Manufacturing.
- C801990 Other Chemical Materials Manufacturing.
- E103081 Curtain Wall Works Specialized Construction Enterprises.
- E599010 Piping Engineering.
- E601010 Electric Appliance Construction.
- E603010 Cable Installation Engineering.
- E801020 Doors and Windows Installation Engineering.
- E801030 Indoor Light-gauge Steel Frame Engineering.
- E801040 Glass Installation Engineering.
- F107990 Wholesale of Other Chemical Products.
- F111090 Wholesale of Building Materials.
- F211010 Retail Sale of Building Materials.
- F401010 International Trade.
- H701010 Housing and Building Development and Rental.
- H701080 Urban Renewal Reconstruction.
- H703090 Real Estate Business.
-
H703100 Real Estate Leasing.
-
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The total amount of investments made by the Company is not subject to the restriction that the total amount of investments made by a company shall not exceed 40% of its paid-in capital.
Article 3: The Company is headquartered in Taipei City and may establish branches or factories at home or abroad by the resolution of the Board of Directors when necessary.
Article 4: Announcements made by the Company shall be handled in accordance with the Company Act.
Chapter 2 Shares
Article 5: The Company's total authorized capital is in the amount of NT$5.2 billion, divided into 520 million shares at NT$10 per share; the shares can be consolidated into large-denomination securities.
The Board of Directors is delegated to issue unissued shares in tranches. Of the above shares, special shares may be issued.
Article 6: The Company's shares are all registered and are issued after being signed or sealed by the director(s) representing the Company and coded with matters under the Company Act specified in accordance with the law.
The Company may be exempted from printing stock certificates and shall register with the centralized securities depository enterprise when issuing shares.
Article 7: The Company's shareholder service shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.
Chapter 3 Shareholders' Meeting
Article 8: The Company's shareholders' meetings are divided into the following two types:
I. The annual general meeting of shareholders shall be convened within six months after the end of each fiscal year.
II. The extraordinary shareholders' meeting shall be held when necessary.
Except as otherwise provided by the Company Act, the shareholders' meeting referred to in the preceding paragraph shall be convened by the Board of Directors. At least 30 days before convening an annual general meeting of shareholders or 15 days before convening an extraordinary shareholders' meeting, the Company shall notify all shareholders of the meeting date, venue, and reason for convening the meeting and make an announcement accordingly. Shareholders' meetings shall be chaired by the Chairman. When the Chairman is absent, he shall designate a director to act as the acting chair; where the Chairman fails to make such a designation, the directors shall elect from among
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themselves one person to serve as the acting chair.
Article 9: The Company’s shareholders are entitled to one vote for each share held. However, the shares held by the Company in accordance with the law bear no voting rights.
Article 10: Resolutions at a shareholders' meeting shall, unless otherwise provided by the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 10-1: Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the minutes of the shareholders' meeting in the preceding paragraph may be effected by making an announcement.
Article 11: A shareholder may appoint a proxy to attend the meeting by providing a proxy form issued by the Company and stating the scope of the proxy's authorization. However, when one person is entrusted by two or more shareholders as their proxy at the same time, the proxy’s voting rights shall not exceed 3% of the total voting rights represented by all shares in attendance. If it exceeds 3%, the voting rights in excess of 3% shall not be counted.
Chapter 4 Directors
Article 12: The Company shall have five to seven directors on the board, who shall be elected by the shareholders' meeting with legal capacity. All directors’ shareholdings shall be subject to the regulations stipulated by the competent securities authority.
Of the above number of directors, the number of independent directors shall not be fewer than three and shall not be less than one-fifth of all directors. The Company’s directors (independent directors) are elected by the shareholders' meeting from a list of candidates through a candidate nomination system. Independent directors’ professional qualifications, shareholdings, nomination and election methods, as well as the restrictions on the positions held by them concurrently and other matters to be followed shall be handled in accordance with the regulations stipulated by the competent securities authority.
Article 12-1: As per of Article 14-4 of the Securities and Exchange Act, the company shall establish an Audit Committee, formed by all independent directors, the number of whom shall not be fewer than three. Of them, one shall be the convener and at least one member shall have expertise in accounting or finance. The Audit Committee shall perform the duties to be performed by supervisors as specified in the Company Act, the Securities and Exchange Act, and other laws and regulations.
Article 13: The term of office of directors is three years and they may be re-elected.
The Company may purchase liability insurance for directors during their terms of office in respect of the scope of their liabilities when they perform duties.
Article 13-1: The Company shall establish a Remuneration Committee in accordance with laws. The number of Remuneration Committee members, their terms of office, duties, and rules of procedure, as well as resources that the Company shall provide when they perform duties shall be handled in accordance with the Remuneration
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Committee Charter.
Article 13-2: To promote sustainable development goals and deepen the corporate sustainability governance culture, a Sustainable Development Committee is established. The Committee shall have no fewer than three members, with at least one director participating in supervision. The number of members, term of office, powers and duties, rules of procedure, and resources to be provided by the Company in the exercise of its powers and duties shall be governed by the provisions of the Organizational Regulations of the Sustainable Development Committee.
Article 14: The Board of Directors is formed by all directors, and their duties are as follows:
I. Convening shareholders' meetings and implementing the resolutions adopted thereby.
II. Deciding on business plans.
III. Preparing and reviewing budgets, financial statements, and business reports.
IV. Reviewing and approving various rules and important contracts.
V. Deciding on the Company's important candidates and regulations on the number of staff for each department.
VI. Deciding on the dissolution or change of branches or factories.
VII. Purchasing and disposing of important property.
VIII. Deciding on other important matters.
Article 15: The Board of Directors shall elect one person from among themselves as the Chairman, who shall represent the Company externally.
Article 16: The Board of Directors shall be chaired by the Chairman, and resolutions shall be adopted with the consent of more than half of all directors present at a board meeting attended by more than half of all directors present unless otherwise stipulated by laws and regulations. The appointment and dismissal of managers shall be made with the consent of more than half of all directors. When a director is unable to attend a board meeting in person, they may entrust another director as their proxy.
The reason for convening the Board of Directors shall be stated in a meeting notice, which shall be sent to all directors no later than 7 days in advance. However, in the event of an emergency, the Board of Directors may be convened at any time.
The above meeting notice may be sent in writing or by email or fax.
Article 17: (Deleted)
Article 18: When the Company's directors perform their duties at the Company, regardless of its profit or loss, the Board of Directors shall be delegated to determine the remuneration to directors based on the Remuneration Committee's suggestions, the degree of their participation in the Company's operations, and the value of their contribution, as well as the general standards in the industry.
Chapter 5 Managers and Senior Officers
Article 19: The Company shall have a president in place, who shall be in charge of the Company's
all business in accordance with the resolutions adopted by the Board of Directors and the Chairman's instructions.
Article 20: The Company shall appoint a number of vice presidents who, under the president's instructions, shall assist with the Company's all business. Each department shall have a manager and several assistant managers in place.
Article 21: Each factory under the Company shall have one factory director and one or two deputy factory directors in place, who, under the president's instructions, shall manage the factory's all business.
Chapter 6 Accounting
Article 22: The Company's fiscal year is from January 1 to December 31 per year, and financial accounts are prepared once.
Article 23: At the end of each fiscal year, the Board of Directors shall prepare the following documents and submit them to the Audit Committee for review no later than 30 days before the annual general meeting of shareholders and then submit them to the annual general meeting of shareholders for approval.
I. A business report.
II. Financial statements.
III. A statement of earnings distribution or deficit compensation.
Article 24: If the Company makes a profit for a year, it shall allocate 0.4% as employee remuneration (90% of the amount of such employee remuneration shall be distributed as remuneration to grassroots employees). However, if the Company still has accumulated losses, it shall reserve an amount for offset in advance.
Article 24-1: Where the Company makes a profit for a fiscal year, the profit shall be first used for paying taxes, offsetting a cumulative deficit, providing 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company's paid-in capital, providing a special reserve based on operational needs and in accordance with laws and regulations, and then any remaining profit, together with any undistributed retained earnings at the beginning of the period, shall be adopted by the Company's Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders' meeting for a resolution before distribution.
Article 24-2: (Deleted)
Article 25: The Company's various rules and enforcement rules shall be formulated separately.
Article 26: Any matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act and other applicable laws and regulations.
Article 27: These Articles of Incorporation were established on December 31, 1960, the 1st amendment was made on September 2, 1961, the 2nd amendment was made on June 29, 1962, the 3rd amendment was made on August 17, 1964, the 4th amendment was made on August 15, 1965, the 5th amendment was made on August 12, 1966, the 6th amendment was made on February 28, 1967, the 7th amendment was made on June 30, 1967, the 8th amendment was made on February 14, 1968, the 9th amendment was
51
made on May 14, 1969, the 10th amendment was made on May 11, 1970, the 11th amendment was made on May 10, 1971, the 12th amendment was made on April 3, 1972, the 13th amendment was made on June 22, 1973, the 14th amendment was made on October 6, 1973, the 15th amendment was made on April 15, 1974, the 16th amendment was made on May 19, 1976, the 17th amendment was made on May 11, 1977, the 18th amendment was made on May 16, 1978, the 19th amendment was made on April 30, 1979, the 20th amendment was made on April 30, 1981, the 21st amendment was made on April 27, 1982, the 22nd amendment was made on April 29, 1983, the 23rd amendment was made on April 28, 1984, the 24th amendment was made on May 3, 1985, the 25th amendment was made on April 24, 1986, the 26th amendment was made on April 9, 1987, the 27th amendment was made on April 23, 1988, the 28th amendment was made on April 28, 1989, the 29th amendment was made on December 7, 1990, the 30th amendment was made on May 23, 1991, the 31st amendment was made on May 26, 1992, the 32nd amendment was made on May 26, 1993, the 33rd amendment was made on May 23, 1994, the 34th amendment was made on May 23, 1995, the 35th amendment was made on May 27, 1996, the 36th amendment was made on April 26, 1997, the 37th amendment was made on April 13, 1998, the 38th amendment was made on June 29, 1999, the 39th amendment was made on April 26, 2000, the 40th amendment was made on June 12, 2001, the 41st amendment was made on June 12, 2002, the 42nd amendment was made on May 28, 2003, the 43rd amendment was made on June 23, 2006, the 44th amendment was made on June 25, 2010, the 45th amendment was made on June 24, 2011, the 46th amendment was made on June 19, 2012, the 47th amendment was made on June 24, 2013, the 48th amendment was made on June 24, 2014, the 49th amendment was made on June 30, 2015, the 50th amendment was made on June 27, 2016, the 51st amendment was made on June 29, 2018, the 52nd amendment was made on June 27, 2019, the 53rd amendment was made on July 22, 2021, the 54th amendment was made on June 25, 2025.
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Appendix 2
China Wire & Cable Co., Ltd.
Rules of Procedure for Shareholders’ Meetings
Passed by the shareholders’ meeting on July 22, 2021
Article 1. To establish an excellent governance system for the Company’s shareholders' meeting, improve the supervisory function, and strengthen the management function, these Rules are formulated in accordance with the provisions of Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2. Unless otherwise stipulated by laws or articles of incorporation, the rules of procedure for the Company’s shareholders' meeting shall be governed by these Rules.
Article 3. Unless otherwise stipulated by laws or regulations, the Company's shareholders' meetings shall be convened by the Board of Directors.
30 days before the Company convenes an annual general meeting of shareholders or 15 days before an extraordinary shareholders’ meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders’ meeting agenda and explanation and upload them to the Market Observation Post System (MOPS). Meanwhile, 21 days before the Company convenes an annual general meeting of shareholders or 15 days before an extraordinary shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplementary materials and upload them to the MOPS. 15 days before the Company convenes a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplementary materials, and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock affairs agency and distributed on-site at the shareholders’ meeting.
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and the public announcement. With the consent of the addressee, the meeting notice may be given in the electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for the directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.
Where an election of all directors and their inauguration date shall be stated in the notice of the shareholders’ meeting, after the completion of the re-election in said meeting, such
inauguration date may not be altered by any extempore motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of outstanding shares may submit to the Company a proposal for discussion at an annual general meeting of shareholders. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder’s proposal in alignment with any circumstance under any subparagraph of paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board of Directors. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before an annual general meeting of shareholders is held, the Company shall publicly announce its acceptance of shareholders’ proposals in writing or by electronic means and the location and time period for their submission; the period for acceptance of shareholders’ proposals may not be fewer than 10 days.
Each of such proposals is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting of shareholders and take part in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting, the Board of Directors shall explain the reasons for any shareholders’ proposals not included in the agenda.
Article 4. For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.
Each shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company at least 5 days before the date of the shareholders’ meeting. When a duplicate proxy form is served, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy form.
Once a proxy form is received by the Company, if the shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company 2 days prior to the date of the shareholders’ meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
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Article 5. The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to independent directors’ opinions with respect to the place and time of the meeting.
Article 6. The Company shall state, in the meeting notice, the sign-in time and place for shareholders, and other matters that shall be noted.
The time at which shareholders’ sign-in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location shall be clearly marked and staffed with a sufficient number of suitable personnel.
Shareholders or the proxies entrusted by them (hereinafter referred to as the “shareholders”) shall attend the shareholders’ meetings with their attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker’s slips, voting slips and other meeting materials. Where there is an election of directors, ballots shall also be furnished.
When the government or a juridical person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juridical person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
Article 7. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or unable to exercise the powers as the chair for any reason, the Vice Chairman shall chair the meeting on his behalf. Where there is no such a position as Vice Chairman or the Vice Chairman is on leave or unable to exercise the powers as the chair for any reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is no such a position as managing director, the Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to make such a designation, the managing directors or directors shall select from among themselves one person to serve as the chair.
When a managing director or director serves as the chair, as referred to in the preceding paragraph, the managing director or director shall have held that position for six months or more with a great understanding of the Company’s financial position and business conditions. The same shall apply for a representative of a juridical person director to serve as the chair.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired
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by the Chairman in person and attended by a majority of the directors and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders’ meeting is convened by a party with the power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, CPAs, or relevant persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
Article 8. The Company shall make an uninterrupted audio and video recording of the entire process of the shareholders’ meeting from shareholders’ sign-in, the proceedings of the meeting, and the process of voting and vote counting.
The audio and video recording in the preceding paragraph shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9. Attendance at shareholders’ meetings shall be calculated based on the number of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or by electronic means.
The chair shall call the meeting to order upon the meeting time and disclose information concerning the number of non-voting shares and the number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders still represent less than one-third of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned.
If there are not enough shareholders representing at least one-third of issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders’ meeting will be convened within one month.
When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of outstanding shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 10. If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on the proposals on the agenda one by one (including extempore motions and amendments to the original proposals set
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out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene other than the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution by the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders to continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote and schedule sufficient time for voting.
Article 11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, their shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech is not in alignment with the subject on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes; however, if the shareholder's speech violates the rules or exceeds the scope of the motion, the chair may have the shareholder stop the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juridical person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12. Voting at shareholders' meetings shall be calculated based on the number of shares.
With respect to resolutions by a shareholders' meeting, the number of shares held by a shareholder without voting rights shall not be calculated as part of the total number of outstanding shares.
When a shareholder is an interested party in relation to an agenda item, and there is the
57
likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of outstanding shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder’s exercise of voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting; it is, therefore, advisable that the Company avoid the submission of extempore motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least 2 days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders’ meeting in person, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph 2 days before the shareholders’ meeting in the same manner in which the voting rights were exercised; otherwise, the voting rights exercised in writing or by electronic means shall prevail. If a shareholder exercises the voting right in writing or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for
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each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the number of votes for and against and the number of abstentions, shall be entered on the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which it will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.
Scrutineers and vote counting personnel for the voting on proposals shall be appointed by the chair, provided that all scrutineers be shareholders of the Company.
Vote counting for proposals or elections at a shareholders’ meeting shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the number of votes, shall be announced on-site at the meeting and recorded.
Article 14. The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and those who lost the election and the number of votes each candidate won.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 15. Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
Said distribution may be announced through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of votes won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Article 16. The Company shall, on the day of the shareholders' meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor and the number of shares represented by the proxies clearly on-site at the shareholders' meeting.
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If any resolutions by the shareholders' meeting are material information as stipulated by laws and regulations or Taiwan Stock Exchange (Taipei Exchange), the Company shall upload the content to the MOPS prior to a deadline.
Article 17. Staff handling administrative affairs of a shareholders' meeting shall wear an identification badge or an armband.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification badge or an armband, reading "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from doing so.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19. These Rules and all amendments thereto shall be enforced upon approval by a shareholders' meeting.
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Appendix 3
China Wire & Cable Co., Ltd.
Procedures for the Acquisition or Disposal of Assets
Chapter 1 General Provisions
Article 1: These Procedures are amended in accordance with Article 36-1 of the Securities and Exchange Act and the regulations revised under the letter of the Financial Supervisory Commission dated January 28, 2022, Jin-Guan-Zheng-Fa-Zi No. 11103804655.
Article 2: The Company's acquisition or disposal of assets shall be handled in accordance with the provisions of these Procedures. However, if financial laws and regulations provide otherwise, those provisions shall prevail.
Article 3: Definition of terms:
I. Derivatives: Refers to forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, combinations of the foregoing contracts, or hybrid contracts or structured products with embedded derivatives, whose value is derived from a specified interest rate, financial instrument price, commodity price, exchange rate, price or rate index, credit rating or credit index, or other variable. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts.
II. Assets acquired or disposed of through merger, demerger, acquisition, or share transfer in accordance with law: Refers to assets acquired or disposed of through merger, demerger, or acquisition conducted in accordance with the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act, or other laws, or through the issuance of new shares in accordance with Article 156-3 of the Company Act for the acquisition of shares of another company (hereinafter referred to as "share transfer").
III. Related parties and subsidiaries: Refer to those as determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IV. Professional appraiser: Refers to a real estate appraiser or any other person legally permitted to engage in the appraisal of real estate or equipment.
V. Date of occurrence: Refers to the earliest of the contract signing date, payment date, entrusted trade date, transfer date, date of resolution by the Board of Directors, or any other date that is sufficient to determine the counterparty and transaction amount. However, for investments that require the approval of the competent authority, the earlier of the above dates or the date of receipt of
approval from the competent authority shall apply.
VI. Investment in Mainland China: Refers to investments in Mainland China conducted in accordance with the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area of the Investment Review Committee, Ministry of Economic Affairs.
VII. Persons engaging in investment as a profession: Refers to financial holding companies, banks, insurance companies, bills finance companies, trust enterprises, securities firms engaging in proprietary trading or underwriting business, futures firms engaging in proprietary trading, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies established in accordance with law and regulated by the local financial supervisory authority.
VIII. Securities exchange: A domestic securities exchange refers to Taiwan Stock Exchange Corporation; a foreign securities exchange refers to any organized securities market regulated by the securities competent authority of the relevant country.
IX. Securities firm business premises: Domestic securities firm business premises refer to a place where securities are traded over the counter at a securities firm's dedicated trading counter in accordance with the Regulations Governing Trading of Securities at Securities Firms' Business Places; foreign securities firm business premises refer to the business premises of a financial institution regulated by a foreign securities authority and permitted to conduct securities business.
Article 4: The professional appraiser and its appraisal personnel, accountant, attorney, or securities underwriter issuing an appraisal report or opinion letter obtained by the Company shall meet the following requirements:
I. Has not been finally sentenced to imprisonment for one year or more for violation of this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crimes. However, this restriction shall not apply if three years have elapsed since completion of execution, expiration of probation, or pardon.
II. May not be a related party to any party to the transaction or in any circumstance constituting a substantive related party.
III. Where the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal personnel may not be related parties to each other or in any circumstance constituting a substantive related party.
When issuing an appraisal report or opinion letter, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the trade association
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to which they belong and the following matters:
I. Before accepting a case, prudently assess the person's own professional competence, practical experience, and independence.
II. When conducting a case, properly plan and implement appropriate operating procedures so as to form a conclusion and issue a report or opinion letter accordingly; and truthfully record the procedures performed, data collected, and conclusions in the case working papers.
III. With respect to the sources of data, parameters, and information used, assess item by item their appropriateness and reasonableness as the basis for issuing the appraisal report or opinion letter.
IV. The declaration items shall include such matters as whether the relevant personnel possess professionalism and independence, whether the information used has been assessed as appropriate and reasonable, and whether relevant laws and regulations have been complied with.
Chapter 2 Procedures
Article 5: Where the acquisition or disposal of assets by the Company under the prescribed procedures or other laws shall be Approved by the Board of Directors, if any director expresses dissent and there is a record or written statement thereof, the Company shall also submit the director's dissenting information to the Audit Committee.
The Company has established the Audit Committee. Major asset or derivatives transactions shall be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution, to which Article 5-1, paragraph 3 shall apply mutatis mutandis.
Article 5-1: The Company shall establish procedures for the acquisition or disposal of assets in accordance with regulations, which shall, after approval by the Audit Committee, be submitted to the Board of Directors for resolution and to the Annual General Meeting for approval; the same shall apply to amendments thereto.
The Company has established the Audit Committee. The establishment or amendment of the procedures for the acquisition or disposal of assets shall be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution.
If the matter in the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be implemented with the approval of 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 meeting.
The term "all members of the Audit Committee" in paragraph 2 and "all directors" in the preceding paragraph shall be counted based on the persons actually in office.
Article 6: The scope of assets referred to in these Procedures is as follows:
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I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing funds, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities.
II. Real property (including land, houses and buildings, investment property, and inventories of the construction business) and equipment.
III. Memberships.
IV. Intangible assets such as patent rights, copyrights, trademark rights, and franchise rights.
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 through merger, demerger, acquisition, or share transfer in accordance with law.
IX. Other major assets
Article 7: Procedures for evaluating the acquisition or disposal of assets
One. Long-term securities investments
I. After the investment development team conducts a feasibility assessment of the business risk of each investee case based on such items as its financial structure, debt status, operating capability, future growth, profitability, and investment payback period, and formulates the investment amount and submits an investment proposal, such proposal shall be subject to the approval of the Chairman and then submitted to the Board of Directors for ratification.
II. For long-term investment cases recognized other than under the cost method, in addition to the above assessment, projected financial reports on plan benefit analysis or estimated payback period shall also be provided to assess their impact on the future development of the Company.
III. Establish an "Investment Details Schedule," including acquisition date, par value, acquisition cost, redemption date, etc.
IV. Regularly track whether investment benefits meet the evaluation standards, and analyze the feasibility of continued holding or disposal of equity interests.
Two. Short-term securities investments
I. The Finance Department shall collect and compile evaluations regarding the economy, funding, and business climate forecasts of the market and submit an assessment report. Acquisition or disposal thereof shall be subject to the approval of the Chairman and ratified by the Board of Directors.
II. The principles for evaluating investment targets are as follows:
(I) For stocks, beneficiary securities, and asset-backed securities, assess their financial structure, profitability, and future development potential.
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(II) For corporate bonds or convertible corporate bonds, in addition to assessing the above key points, particular emphasis shall be placed on debt-servicing ability.
(III) For domestic beneficiary certificates, offshore mutual funds, depositary receipts, and call (put) warrants, assess their operating performance.
(IV) For government bonds or financial bonds, assess market funding conditions to determine the transaction period.
Three. Property and equipment:
I. When the investment and development team evaluate a real estate investment, it shall present market research, profit analysis, and the investment payback period, obtain the chairman of the board’s approval, and submit it to the board of directors for resolution.
II. The Company shall assess the reasonableness of transaction costs for the acquisition of real estate or its right-of-use assets from related parties in accordance with the following methods:
(I) The price of transactions with related parties, plus necessary capital interest and costs legally borne by the buyer. The necessary capital interest cost shall be calculated based on the weighted average interest rate of the borrowings in the year the Company purchases assets, provided that it shall not exceed the maximum borrowing interest rate for non-financial industries announced by the Ministry of Finance.
(II) If a related party has previously obtained a mortgage loan from a financial institution using the same subject matter, the financial institution’s total loan appraisal value for that subject matter applies, provided that the financial institution’s actual cumulative loan value to the related party is at least 70% of the total loan appraisal value and the loan period has exceeded one year. However, this does not apply if the financial institution and the counterparty are related parties.
For the combined purchase or lease of the same land and house, the transaction costs of the land and house can be assessed using any of the methods listed above.
When the Company acquires real estate or its right-of-use assets from a related party, it shall evaluate the cost of the real estate or its right-of-use assets in accordance with the provisions of Article 3 and Article 4 of these Regulations, and shall request an accountant to review and express specific opinions.
The following conditions apply when the Company acquires real estate or its right-of-use assets from a related party; the provisions of the preceding three paragraphs do not apply in these cases.
- The related party acquired the real estate or its right-of-use assets through
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inheritance or gift.
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More than five years have passed since the related party acquired the real estate or its right-of-use assets and the date of this transaction contract.
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Entering into joint construction contracts with related parties, or commissioning related parties to build real estate on their own land or leased land.
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The Company and its parent company, subsidiaries, or wholly-owned subsidiaries acquire real estate right-of-use assets for business use.
III. If the Company's appraisal results, as determined under the preceding two paragraphs, are lower than the transaction price, the Company shall proceed as stipulated in paragraph IV. However, if objective evidence is presented and a fairness opinion from a professional real estate appraiser and a CPA is obtained for any of the following circumstances, this limitation does not apply.
(I) If a related party acquires undeveloped land or rents land for construction, it must provide evidence that one of the following conditions is met:
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Undeveloped land is evaluated in accordance with the methods prescribed in the preceding article, and housing is based on the construction cost profit of related parties, using the lower of the average operating gross profit margin of the related party's construction division over the most recent three years or the most recent construction industry gross profit margin announced by the Ministry of Finance.
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Other transactions of the same property on different floors or in the adjacent area within one year, involving unrelated parties, with similar area and equivalent transaction conditions after evaluating reasonable floor or regional price differences according to real estate buying, selling, or leasing practices.
(II) The Company has proof that the transaction conditions for the purchase of real estate from a related party or the lease acquisition of real estate right-of-use assets were equivalent to those of other non-related party transaction cases in the adjacent area within one year, and the areas were similar.
The neighboring area transaction cases referred to in the preceding paragraph shall be those in the same or adjacent blocks and within 500 meters of the transaction target, or with similar publicly announced current values. The principle of similar area is that the area of other non-related party transaction cases is no less than 50% of the area of the transaction target. The reference period of one year is based on the date the real estate or its right-of-use assets were transacted and calculated retroactively for one year.
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IV. If the Company acquires real estate or its right-of-use assets from a related party and the results of the appraisals conducted in accordance with the provisions of II and III of this article are uniformly lower than the transaction price, the following shall apply:
(I) A special reserve shall be appropriated in accordance with the provisions of paragraph 1 of Article 41 of the Securities and Exchange Act for the difference between the transaction price and the appraisal cost of real estate or its right-of-use assets, which shall not be distributed or capitalized as share distribution. If the investor using the equity method of accounting to evaluate the Company’s investment is a publicly listed company, it must also set aside a special reserve in proportion to its shareholding, as required by the first paragraph of Article 41 of the Securities and Exchange Act.
(II) Audit Committee members shall comply with Article 218 of the Company Act.
(III) The handling status under Subparagraphs 1 and 2 shall be submitted to the Annual General Meeting, and the details of the transaction shall be disclosed in the annual report and prospectus.
V. Where the Company has appropriated a special reserve in accordance with the preceding paragraph, it may not use such special reserve until the asset purchased or leased at a high price has recognized an impairment loss or has been disposed of or the lease has been terminated or appropriate compensation has been made or the status quo ante has been restored, or there is other evidence confirming that there was no unreasonableness, and after obtaining the consent of the Securities and Futures Commission, Ministry of Finance.
VI. Where the Company engages in a transaction with a related party and there is other evidence indicating that the transaction is not in line with ordinary business practice, it shall also proceed in accordance with the provisions of the preceding two paragraphs. In determining whether the transaction counterparty is a related party, attention shall be paid not only to its legal form but also to the substance of the relationship.
Four. Memberships and intangible assets:
I. Assess the necessity and reasonableness of acquiring memberships and intangible assets.
II. After the assessment results are submitted to the Chairman for approval, they shall be ratified by the Board of Directors.
Five. Derivatives:
I. Assess the types of derivatives transactions, operational or hedging strategies, and risk management.
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II. After the assessment results are submitted to the Chairman for approval, they shall be ratified by the Board of Directors.
Six. Assets acquired or disposed of through merger, demerger, acquisition, or share transfer in accordance with law:
In conducting a merger, demerger, acquisition, or share transfer, the Company shall, before convening the Board of Directors meeting for resolution, engage an accountant, attorney, or securities underwriter to express an opinion on the reasonableness of the share exchange ratio, acquisition price, or cash or other property distributed to shareholders, and submit the same to the Board of Directors for discussion and approval; provided, however, that where the Company merges with a subsidiary in which it directly or indirectly holds 100% of the issued shares or total capital, or where subsidiaries in which it directly or indirectly holds 100% of the issued shares or total capital merge with each other, the reasonableness opinion issued by the aforesaid expert may be exempted.
Article 8: Operating procedures for the acquisition or disposal of assets:
One. Real property, equipment, or right-of-use assets thereof
I. Except for transactions with domestic government agencies, build-to-order on own land, build-to-order on leased land, or the acquisition or disposal of equipment or right-of-use assets for business use, when the company acquires or disposes of property, plant, and equipment or right-of-use assets, and the transaction amount reaches 20% of the company's paid-in capital or NT$ 300 million or more, or 10% of the company's total assets or more, the company shall obtain an appraisal report issued by a professional appraiser before the date of occurrence of the transaction and comply with the following requirements:
(I) Where it is necessary to adopt a restricted price, a specific price, or a special price as a reference basis for the transaction price due to special circumstances, the transaction shall first be submitted to the board of directors for resolution, and the same shall apply to any subsequent changes to the terms and conditions of the transaction.
(II) If the transaction amount reaches NT$ 1 billion or more, appraisals from two or more professional appraisers must be obtained.
(III) If the professional appraiser's appraisal results fall into any of the following categories, except when the appraisal results for acquired assets exceed the transaction amount, or the appraisal results for disposed assets are below the transaction price, the CPAs shall be requested to provide specific opinions on the cause of the difference and the reasonableness of the transaction price.
- If the appraisal result's transaction amount deviates by more than 20%
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from the actual transaction amount.
- If appraisal values from two or more professional appraisers differ by more than 10% of the transaction amount, it is considered a discrepancy.
(IV) The date of the professional appraiser’s report and the contract establishment date must be within three months of each other. However, if the same-period publicly announced current value is applied and is within six months, an opinion letter may be issued by the original professional appraiser.
II. In addition to adopting a restricted price, specific price, or special price as a reference for the transaction price, if a construction company has a legitimate reason for not being able to obtain an appraisal report immediately, it shall obtain the appraisal report within two weeks from the date the reason arose and obtain the accountant’s opinion as stated in paragraph III within two weeks from the date of obtaining the appraisal report.
III. Where the Company acquires or disposes of real property or right-of-use assets thereof from or to a related party, or acquires or disposes of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more, except for trading domestic government bonds, bonds under repurchase and resale agreements, or subscribing to or redeeming money market funds issued by domestic securities investment trust enterprises, the following information shall be submitted to the Audit Committee for approval and then to the Board of Directors for resolution before the transaction contract may be signed and payment made:
(I) The purpose, necessity, and expected benefits of the acquisition or disposal of assets.
(II) The reason for selecting the related party as the transaction counterparty.
(III) In acquiring real property or right-of-use assets thereof from a related party, the relevant information for assessing the reasonableness of the proposed transaction conditions in accordance with Article 7, Section III, Subsections 2 and 3.
(IV) The related party's original acquisition date and price, the transaction counterparty, and its relationship with the Company and the related party.
(V) A forecast statement of monthly cash receipts and disbursements for the future year commencing from the expected month of contract execution, and assessment of the necessity of the transaction and the reasonableness of the use of funds.
(VI) The appraisal report issued by a professional appraiser obtained in
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accordance with this Article, or an accountant's opinion.
(VII) Restrictive covenants and other important agreed terms of the current transaction.
IV. The Board of Directors may, in accordance with this Article, authorize the Chairman to engage in the following transactions between the Company and its parent company, subsidiary, or wholly-owned subsidiary within a certain limit, and report the matter to the next Board meeting for board ratification.
I. Acquisition or disposal of equipment or the rights to use it for business purposes.
II. Acquisition or disposal of real estate right-of-use assets for business use.
V. If the Company has established an Audit Committee, the proposal must be approved by a majority of all its members and then submitted to the board of directors for resolution as provided in the preceding paragraph, with Article 5-1 applying mutatis mutandis.
Where the Company or a subsidiary that is not a domestic public company engages in a transaction under paragraph 1 and the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the information listed in paragraph 1 to the Annual General Meeting for approval before the transaction contract may be signed and payment made. However, this shall not apply to transactions between the Company and its parent company or subsidiaries, or between subsidiaries.
The calculation of the transaction amount under paragraph 1 and the preceding paragraph shall be handled in accordance with Article 9, Section II, and the term "within one year" refers to one year retroactively calculated from the date of occurrence of the current transaction; portions that have already been submitted to the Annual General Meeting, approved by the Board of Directors, and Ratified by the Audit Committee in accordance with these Standards need not be counted again.
Two. Securities
I. Where the Company acquires or disposes of securities, it shall obtain the most recent financial statements of the target company audited and certified or reviewed by an accountant before the date of occurrence as a reference for evaluating the transaction price.
II. Where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an accountant shall be engaged before the date of occurrence to express an opinion on the reasonableness of the transaction price. However, this shall not apply where the securities have publicly quoted prices in an active market or where otherwise provided by the Financial Supervisory Commission.
Three. Intangible assets or right-of-use assets thereof or memberships
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Where the acquisition or disposal transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, an accountant shall be engaged before the date of occurrence to express an opinion on the reasonableness of the transaction price.
Three-One. For matters concerning the acquisition under Section One. Real property, equipment, or right-of-use assets thereof. Two. Securities. Three. The calculation of the transaction amount for intangible assets, rights-of-use assets, or membership cards shall be in accordance with the provisions of Article 9. The term "within one year" refers to the year prior to the date of occurrence of the transaction, retroactively calculated from that date. Any portion for which a professional appraisal report or accountant's opinion has been obtained in accordance with these procedures is exempt from further calculation.
Four. Derivatives
I. Principles and guidelines for the Company's derivatives transactions:
(I) Types of transactions: The derivatives in which the Company may engage refer to forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, combinations of the foregoing contracts, or hybrid contracts or structured products with embedded derivatives, whose value is derived from a specified interest rate, financial instrument price, commodity price, exchange rate, price or rate index, credit rating or credit index, or other variable. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts.
(II) Operational or hedging strategy: Through the operation of various derivatives transactions, the Company is solely for the purpose of avoiding risks that may arise from normal operations, and mainly engages in low-risk structured financial product transactions with idle funds, and may not engage in any speculative transactions.
(III) Division of authority and responsibility: For the aforesaid derivatives transactions, the head of the Finance Department shall submit the type of product, issuance amount and terms, and assessment matters to the Chairman for approval before proceeding. However, it shall be submitted to the most recently held Board of Directors meeting for approval.
(IV) Key points for performance evaluation:
-
The Finance Department shall regularly review operating performance, and the Accounting Department shall conduct evaluation based on market price at the end of each month.
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The results of the performance evaluation shall be submitted to the Chairman for review. Where there are abnormal circumstances in the evaluation report, it shall be immediately reported to the Chairman and necessary response measures shall be taken.
-
After the annual closing each year, the Accounting Department shall prepare a summary report on the performance of operations for the year
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and submit it to the Chairman for review.
(V) Total contract amount:
-
Limit for hedging transactions:
The total amount of the Company's derivatives transaction contracts for hedging purposes may not exceed the equivalent of US$30 million or its equivalent in other currencies. Operations exceeding the above authorization scope shall be decided by the Chairman as authorized by the Board of Directors, and then submitted to the Board of Directors for ratification. -
Limit on structured financial product transactions:
Where the Company engages in structured financial product transactions, the total contract amount of the Company's net accumulated position shall be limited to NT$200 million or its equivalent in other currencies. Any operation exceeding the authorization scope must first be submitted to the Audit Committee for approval and then obtain approval from the Board of Directors.
(VI) Ceiling on total and individual contract losses: The ceiling on total contract losses shall be 10% of the total amount available for operation, and the ceiling on individual contract losses shall be 20% of the amount of the individual contract.
II. In conducting derivatives transactions, the Company shall adopt the following risk management measures:
(I) The scope of risk management shall include credit, market price, liquidity, cash flow, operational, and legal risk management.
(II) Personnel engaged in derivatives trading and personnel engaged in confirmation, settlement, and other operations may not serve concurrently.
(III) Personnel responsible for risk measurement, supervision, and control shall belong to different departments from those referred to in the preceding subparagraph, and shall report to the Board of Directors or senior managerial officers who are not responsible for trading or position decision-making.
(IV) Positions held in derivatives trading shall be evaluated at least once each week; provided that hedging transactions conducted for business needs shall be evaluated at least twice each month, and the evaluation report shall be submitted to the senior managerial officers authorized by the Board of Directors.
(V) Other important risk management measures.
III. In conducting derivatives transactions, the Board of Directors shall faithfully supervise and manage in accordance with the following principles:
(I) The designated senior managerial officers shall at all times pay attention to the supervision and control of derivatives trading risks.
(II) Regularly assess whether the performance of derivatives transactions is consistent with the established operational strategy and whether the risks
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undertaken are within the range the Company is permitted to bear.
IV. The senior managerial officers authorized by the Board of Directors shall manage derivatives transactions in accordance with the following principles:
(I) Regularly assess whether the risk management measures currently used are appropriate and are faithfully handled in accordance with the Company's prescribed procedures for derivatives transactions.
(II) Supervise trading and profit and loss situations, and when abnormal circumstances are discovered, take necessary response measures and immediately report to the Board of Directors. Where independent directors have been appointed, the independent directors shall attend the Board of Directors meeting and express an opinion.
V. Where the Company conducts derivatives transactions and authorizes the relevant personnel to handle them in accordance with the prescribed procedures for derivatives transactions, such matters shall subsequently be submitted to the most recent Board of Directors meeting.
VI. Where the Company conducts derivatives transactions, it shall establish a register for reference, in which the types and amounts of derivatives transactions, the date of approval by the Board of Directors, and the matters to be carefully evaluated pursuant to Article 9, Section IV, Subsection 2, (IV), Section IV, Subsection 3, (II), and Section IV, Subsection 4, (I) shall be recorded in detail for reference.
VII. The internal auditors of the Company shall regularly assess the adequacy of internal controls over derivative product transactions, and conduct a monthly audit of the trading department's compliance with derivative transaction procedures, preparing an audit report. If any material violations are found, they shall notify the Audit Committee in writing.
Five. Acquisition or disposal of assets through statutory merger, division, acquisition, or share transfer:
I. A public company involved in a merger, division, or acquisition shall prepare a public document for shareholders detailing the key terms and related matters of the merger, division, or acquisition prior to the shareholders meeting. This document, along with the expert opinion as set forth in Article 7.6 and the notice of the shareholders meeting, shall be delivered to shareholders for their reference in deciding whether to approve the merger, division, or acquisition. However, this does not apply to mergers, demergers, or acquisitions that are resolved without a shareholders' meeting as permitted by other laws.
Where any shareholder of any party among the companies participating in a merger, demerger, or acquisition is unable to convene a meeting or adopt a resolution due to insufficient attendance, insufficient voting rights, or other
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legal restrictions, or where the proposal is rejected by the Annual General Meeting, the companies participating in the merger, demerger, or acquisition shall immediately publicly explain the reason for occurrence, the follow-up handling operations, and the expected date of convening the Annual General Meeting.
II. Unless otherwise provided by other laws or unless approval has been obtained in advance from the competent authority due to special circumstances, companies participating in a merger, demerger, or acquisition shall convene a Board of Directors meeting and an Annual General Meeting on the same day to resolve matters relating to the merger, demerger, or acquisition.
Unless otherwise provided by other laws or unless approval has been obtained in advance from the competent authority due to special circumstances, companies participating in a share transfer shall convene a Board of Directors meeting on the same day.
III. All persons participating in or having knowledge of a company's merger, demerger, acquisition, or share transfer plan shall issue a written confidentiality undertaking and, before the information is publicly disclosed, may not disclose the content of the plan externally, nor may they buy or sell, on their own behalf or in the name of another person, the shares and other equity securities of all companies related to the merger, demerger, acquisition, or share transfer case.
Companies participating in a merger, demerger, acquisition, or share transfer that are listed or whose shares are traded at securities firm business premises shall prepare complete written records of the following information and preserve them for five years for inspection:
(I) Basic information on personnel: Including the title, name, and national identification card number (or passport number for foreign nationals) of all persons who participated in the merger, demerger, acquisition, or share transfer plan or in the execution of the plan before the information was publicly disclosed.
(II) Dates of important matters: Including the dates of execution of the letter of intent or memorandum, engagement of financial or legal advisors, execution of contracts, and Board of Directors meetings.
(III) Important documents and minutes: Including documents such as the merger, demerger, acquisition, or share transfer plan, letter of intent or memorandum, important contracts, and minutes of Board of Directors meetings.
IV. With respect to the Company's merger, demerger, acquisition, or share transfer, the share exchange ratio or acquisition price may not be arbitrarily changed except under the following circumstances, and the circumstances under which
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changes are permitted shall be stipulated in the merger, demerger, acquisition, or share transfer contract:
(I) Conducting a cash capital increase, issuance of convertible corporate bonds, bonus share issuance, issuance of corporate bonds with warrants, preferred shares with warrants, warrants, and other equity securities.
(II) Disposition of the Company's major assets or other acts affecting the Company's finance or business.
(III) Occurrence of major disasters, major technological changes, or other circumstances affecting the Company's shareholders' equity or securities prices.
(IV) Adjustment for either party participating in the merger, demerger, acquisition, or share transfer buying back treasury shares in accordance with law.
(V) An increase or decrease in the entities participating in the merger, demerger, acquisition, or share transfer, or a change in the number thereof.
(VI) Other conditions permitting changes that have been stipulated in the contract and publicly disclosed.
V. Where the Company participates in a merger, demerger, acquisition, or share transfer, the contract shall set out the rights and obligations of the companies participating in the merger, demerger, acquisition, or share transfer, and shall also set out the following matters:
(I) Handling of breach of contract.
(II) Principles for handling equity securities already issued or treasury shares already repurchased by a company that is extinguished due to merger or is demerged.
(III) The number of treasury shares that participating companies may buy back in accordance with law after the record date for calculating the share exchange ratio, and the principles for handling the same.
(IV) The method for handling any increase or decrease in participating entities or their number.
(V) Expected progress of plan implementation and expected completion schedule.
(VI) The scheduled date for convening the Annual General Meeting as required by law and other related handling procedures when the plan is not completed by the deadline.
VI. Where, after public disclosure of information, any party among the companies participating in a merger, demerger, acquisition, or share transfer intends to further conduct a merger, demerger, acquisition, or share transfer with another company, except where the number of participating companies is reduced and
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the Annual General Meeting has resolved and authorized the Board of Directors to alter its authority, in which case the participating companies may be exempted from reconvening the Annual General Meeting for another resolution, the procedures or legal acts already completed in the original merger, demerger, acquisition, or share transfer case shall be redone by all participating companies.
VII. Where any company participating in a merger, demerger, acquisition, or share transfer is not a public company, the public company shall enter into an agreement with such company and handle the matter in accordance with the provisions of Section V, Subsections 2, 3, and 6 of this Article.
Chapter 3 Information disclosure
Article 9: Public announcement and filing of acquisition or disposal of assets:
One. If the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature thereof and in the prescribed format, make a public announcement and filing of the relevant information on the website designated by the Securities and Futures Commission within two days commencing immediately from the date of occurrence of the fact:
I. The acquisition or disposal of real estate or its right-of-use assets from or to a related party, or the acquisition or disposal of other assets from or to a related party that are not real estate or its right-of-use assets, where the transaction amount reaches 20% of the company's paid-in capital, 10% of total assets, or NT$300 million or more. However, this does not apply to the purchase and sale of domestic government bonds, bonds with repurchase and resale conditions, and the subscription to or redemption of money market funds issued by domestic securities investment trust enterprises.
II. Merger, demerger, acquisition, or share transfer.
III. Losses from derivatives trading reaching the upper limit on total losses or losses on individual contracts as stipulated in the prescribed procedures.
IV. Acquisition or disposal of equipment or right-of-use assets thereof for business use, and the transaction counterparty is not a related party, and the transaction amount reaches one of the following criteria:
(1) For a public company with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more.
(2) Public companies with paid-in capital of at least NT$10 billion and transaction amounts of NT$1 billion or more.
V. A public company engaged in construction business acquires or disposes of real property or right-of-use assets thereof for construction use, and the transaction counterparty is not a related party, and the transaction amount
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reaches NT$500 million or more; provided that where the paid-in capital is NT$10 billion or more, and the real property disposed of is from a self-constructed completed project, and the transaction counterparty is not a related party, the transaction amount reaches NT$1 billion or more.
VI. Acquisition of real property by means of construction on own land, construction on leased land, joint construction and allocation of housing units, joint construction and allocation of profits, or joint construction and separate sale, and the transaction counterparty is not a related party, and the transaction amount the Company expects to invest reaches NT$500 million or more.
VII. Asset transactions, disposal of creditor's rights by financial institutions, or investments in Mainland China, excluding those in the preceding six subparagraphs, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following circumstances are not subject thereto:
(I) Purchase or sale of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan.
(II) Securities trading on a stock exchange or at a securities firm's place of business by those engaged in investment as a profession, or subscription in the primary market for foreign government bonds or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds) offered and issued, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or resale of exchange-traded notes, or securities subscribed by a securities firm as required for its underwriting business or as the recommending securities firm for an emerging stock company in accordance with the regulations of the Taipei Exchange.
(III) Trading of bonds with repurchase or resale conditions, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Two. The amount of the transactions referred to in the preceding paragraph shall be calculated in accordance with the following methods:
I. Amount of each transaction.
II. The accumulated amount of transactions of the same nature with the same counterparty within one year.
III. The accumulated amount of real estate or its right-of-use assets acquired or disposed of (acquisition and disposition accumulated separately) within a year for the same development project.
IV. The accumulated amount of acquisition or disposition (acquisition and
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disposition accumulated separately) of the same securities within one year. The term "within one year" in the second paragraph shall be calculated retroactively for one year from the date of occurrence of the current transaction, and any portion already announced in accordance with these Procedures need not be included again.
Three. The Company shall, by the 10th of each month, enter the status of derivatives trading engaged in by the Company and its subsidiaries that are not domestic public companies as of the end of the previous month into the information reporting website designated by the Securities and Futures Commission in the prescribed format.
Four. If any item required to be announced by the Company in accordance with the regulations contains any error or omission at the time of announcement and requires correction, the Company shall re-announce and re-report all items within two days from the date of becoming aware of such error or omission.
Five. When the Company acquires or disposes of assets, the relevant contracts, minutes, registers, appraisal reports, and written opinions issued by a CPA, attorney, or securities underwriter shall be retained at the Company for at least five years, unless otherwise provided by other laws.
Six. After the Company has announced and reported a transaction in accordance with this Article, if any of the following circumstances occurs, the Company shall announce and report the relevant information on the website designated by the Securities and Futures Commission within two days from the date of occurrence of the fact:
I. Any amendment, termination, or rescission of the relevant contract originally entered into for the transaction.
II. The merger, demerger, acquisition, or transfer of shares is not completed according to the scheduled date set forth in the contract.
III. Any change to the content originally announced and reported.
Chapter 4 Supplemental provisions
Article 10: The total amount of real estate or securities not for business use that may be acquired by the Company and each subsidiary, and the limit on investment in individual securities
I. The total amount of real estate or securities not for business use that may be purchased by the Company is not subject to the limitation of 50% of the Company's paid-in capital, and the limit on investment in individual securities is 40%.
II. The total amount of real estate or securities not for business use that each subsidiary of the Company may purchase is 100% of the Company's paid-in capital, and the limit on investment in individual securities is 40%.
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Article 11: Control procedures for the Company’s acquisition or disposal of assets by subsidiaries
I. If a subsidiary intends to acquire or dispose of assets, the Company will require the subsidiary to establish procedures for acquiring or disposing of assets.
II. If a subsidiary is not a domestic public company and acquires or disposes of assets subject to the declaration requirements of Article 9, the Company shall make the declaration.
III. For the subsidiary referred to in the preceding paragraph, the standards for announcement and reporting regarding paid-in capital or total assets shall be based on the paid-in capital or total assets of the Company.
Article 11-1: If the shares of the Company have no par value or the par value per share is not NT$10, the provisions regarding the transaction amount of 20% of the paid-in capital in this procedure shall be calculated based on 10% of the equity attributable to owners of the parent; the provisions regarding the transaction amount when the paid-in capital reaches NT$10 billion in this procedure shall be calculated based on NT$20 billion of the equity attributable to owners of the parent.
Article 11-2: For the provisions under these Procedures regarding 10% of total assets, the calculation shall be based on the total assets amount in the most recent Parent Company Only Financial Statements or individual financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 12: If relevant personnel violate the Company's Procedures for Acquisition or Disposal of Assets, the Company shall take disciplinary action in accordance with the Company's work rules depending on the circumstances of the violation and the degree of damage caused to the Company; if criminal liability is involved, the matter shall be referred to the court.
Article 13: Other important matters
I. If the Company acquires or disposes of assets through court auction procedures, the evidentiary documents issued by the court may be used in lieu of an appraisal report or CPA opinion.
Article 14: These Procedures were approved by the Board of Directors on March 6, 2003, the first amendment was made on June 23, 2006, the second amendment was made on June 24, 2011, the third amendment was made on June 19, 2012, the fourth amendment was made on June 24, 2014, the fifth amendment was made on June 22, 2017, the sixth amendment was made on June 27, 2019, the seventh amendment was made on June 24, 2020, the eighth amendment was made on July 22, 2021, and the ninth amendment was made on June 24, 2022.
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Appendix 4
China Wire & Cable Co., Ltd.
Procedures for Election and Appointment of Directors
July 22, 2021
Article 1: Unless otherwise provided by laws or the Articles of Incorporation, the election of directors of the Company shall be conducted in accordance with these Procedures.
Article 2: The election of directors of the Company shall adopt the cumulative voting system with single registered ballots. Each share shall have voting rights equal to the number of directors to be elected, and such voting rights may be concentrated on one person or allocated among several persons.
Article 2-1: Elections of directors of the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The qualifications for the independent directors of the company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
When the number of directors falls below five due to the dismissal of a director for any reason, the company shall hold a director by-elections at the next following shareholders' meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders' meeting within 60 days of the occurrence of that fact to hold a director by-elections.
When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders' meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 3: Directors of the company shall be elected and appointed by the shareholders' meeting among those who have the full legal capacity to act. The number of directors and supervisors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 4: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 5: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 6: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 7: If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 8: A ballot is invalid under any of the following circumstances:
(1) A ballot not prescribed by these Regulations.
(2) A blank ballot is cast into the ballot box.
(3) The handwriting is illegible or has been altered.
(4) Where the candidate filled in is a shareholder, the account name and shareholder account number do not conform to the shareholder register; where the candidate filled in is not a shareholder, the name and uniform identity card number do not conform upon verification.
(5) Other words are inserted in addition to the candidate's account name (name), shareholder account number, or uniform identity card number.
(6) Where the name of the candidate filled in is identical to that of another shareholder, no shareholder account number or uniform identity card number is entered for identification.
(7) Two or more candidates are entered on the same ballot.
Article 9: After the voting is completed, the ballots shall be counted on the spot, and the chair shall announce the vote counting results on the spot.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 10: The board of directors of the company shall issue notifications to the persons elected as directors.
Article 11: Matters not specified in these Regulations shall be handled in accordance with the Company Act and relevant laws and regulations.
Article 12: These Regulations and all amendments thereto shall be enforced upon approval by a shareholders' meeting.
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Appendix 5
Number of Shares Held by Directors
(I) The minimum number of shares held by all directors and the table of the number of shares held recorded in the shareholder register
| Title | Minimum number of shares to be held | Number of shares recorded in the shareholder register |
|---|---|---|
| Director | 11,501,280 shares | 15,199,789 shares |
(II) Table of the number of shares held by directors
| Title | Name | Number of shares | Remarks |
|---|---|---|---|
| Chairman | Representative of Great Universe Enterprises Co., Ltd.: Chen Lian-Yin | Ordinary shares: 2,426,736 shares | |
| Director | Chen Ho-Yuan | Ordinary shares: 12,773,053 shares | |
| Independent director | Wang Heh-Song | Ordinary shares: 0 shares | |
| Independent director | Tzeng Yung-I | Ordinary shares: 0 shares | |
| Independent director | Wu Kao-Teng | Ordinary shares: 0 shares |
Note: Last book closure date: April 24, 2026