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CyberTAN — AGM Information 2026
Apr 27, 2026
52292_rns_2026-04-27_57d0eaf3-286d-41d7-acea-eaf2e5a0c9c3.pdf
AGM Information
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Stock Code: 3062
CyberTAN Technology Inc.
2026 Annual Meeting of Shareholders
Meeting Handbook
(Translation)
May 28, 2026
Disclaimer: This is translation of the handbook for the annual shareholders’ meeting of CyberTAN and is intended solely for reference. CyberTAN hereby disclaims any and all liabilities whatsoever for the translation. In event of discrepancies, the Chinese version shall prevail.
Table of Contents
I. Procedure of the Annual Meeting of Shareholders. ................................................................ 1 II. Agenda of the Annual Meeting of Shareholders. ................................................................... 2 1.Report Items .......................................................................................................................... 3 2.Ratification Items .................................................................................................................. 4 3.Extempore Motion ................................................................................................................. 4 III. Attachment 1.Business Report ..................................................................................................................... 5 2.Audit Committee’s Review Report ...................................................................................... 7 3.CPA’s Audit Report and Financial Statements .................................................................. 8 4.Earnings Distribution List .................................................................................................. 31 IV. Appendix 1.Rules of Procedure for Shareholders’ Meetings ............................................................... 32 2.Articles of Incorporation .................................................................................................... 38 3.Shareholding Information of Directors ............................................................................. 44
CyberTAN Technology Inc.
2026 Agenda of the Annual Meeting of Shareholders
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I. Call the Meeting to Order
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II. Chairman in Position
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III. Address of the Chairman
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IV. Report Items
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V. Ratification Items
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VI. Extempore Motion
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VII. Adjournment
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CyberTAN Technology Inc.
2026 Agenda of the Annual Meeting of Shareholders
Time : May 28, 2026 (Thursday), 9.00 am
Place : Hsinchu Science Park, No. 99, Yuanqu 3rd Rd., Baoshan Township, Hsinchu County
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I. Address of the Chairman
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II. Report Items
: -
(1) 2025 Business report.
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(2) 2025 Audit Committee’s review report.
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(3) Report on the distribution of remuneration to employees in 2025.
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III. Ratification Items
: -
(1) Proposal for ratification of 2025 business report and financial statements.
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(2) Proposal for 2025 distribution of earnings.
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IV. Extempore Motion
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V. Adjournment
2
Report Items
Motion 1
Proposal: 2025 business report for approval. Explanation: For the business report, please refer to the Attachment 1 on Page 5~6 of the Handbook.
Motion 2 Proposal: 2025 Audit Committee’s review report for approval. Explanation: For the Audit Committee’s review report, please refer to Attachment 2 on Page 7 of the Handbook.
Motion 3
Proposal:
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Report on the distribution of remuneration to employees in 2025 for approval.
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Explanation: 1. According to Article 20 of the Articles of Incorporation, Where the Company records a profit in a year, it shall allocate no less than 6% thereof as the remuneration for employees, and shall further allocate no less than 25% of the total amount actually allocated as the remuneration for employees as the remuneration for junior employees.
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The total employees’ remuneration appropriated by the Company for 2025 was NT$29,158,821, representing 8.5% of profit, and 25% of the total employees’ remuneration, amounting to NT$7,289,700, was allocated to the compensation of junior employees. All of the aforementioned compensation was paid in cash.
3
Ratification Items
Motion 1 (Proposed by the Board of Directors)
Proposal : Proposal for ratification of 2025 business report and financial statements.
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Explanation
:1. The 2025 financial statements (including separate and consolidated financial statements) of the Company have been audited by the CPAs Po-chuan Lin and Chih-hua Hu of PwC Taiwan, and an independent audit report has been issued. The business report of the Company has been audited by the Audit Committee. -
For the aforesaid business report, CPA’s audit report and financial statements, please refer to Attachment 1 on Page 5~6 and Attachment 3 on Page 8~30 of the Handbook.
Resolution:
Motion 2 (Proposed by the Board of Directors)
Proposal : 2025 distribution of earnings for approval Explanation : CyberTAN’s net profit after tax for the 2025 fiscal year was NT$222,054,848 and the accumulated distributable surplus by the end of 2025 was NT$0,For the 2025 Earnings Distribution List, please refer to Attachment 4 on Page 31 of the Handbook.
Resolution :
Extempore Motion
Adjournment
4
Attachment 1
CyberTAN Technology Inc. Business Report
We sincerely appreciate your great support for CyberTAN Technology over the past year. We hereby provide a report on the 2025 operational outcome and the 2026 future outlook of the Company for your review and consideration:
2025 Financial and Operational Outcomes
Looking back on our operating results in 2025, revenue for last year reached NT$4.19 billion, up 16.6% from 2024, and the Company achieved solid operating results. Throughout 2025, there were many macro environmental variables and uncertainties unfavorable to operating performance. However, over the past year, CyberTAN Technology has maintained a conservative and prudent approach, closely monitoring changes in the external environment and adjusting the pace of operations accordingly, while continuing to advance related strategic adjustments and optimize operating fundamentals as planned, making relentless efforts until positive results were achieved. We expect to sustain this growth momentum in 2026. Under the leadership of the new management team and with capacity support from the new Vietnam factory, both revenue and profit are expected to grow significantly.
The overall operating results are summarized as follows: In 2025, our net operating revenue was NTD 4,190,309 thousand, and our net operating loss was NTD 523,825 thousand. The after-tax net profit was NTD 222,055 thousand, and the earnings per share (EPS) were NTD 0.68. Regarding our financial operations, we have adhered to the principle of stability and have planned long- and short-term fund usage based on the status of our operations. In 2025, the current ratio was 168.3%, and the debt ratio was 36.0%. Such results show that we currently have sufficient working capital and that our financial structure is sound.
2026 Business Outlook
In 2025, the world experienced a period of profound change marked by tariff disputes, rivalry for financial dominance, and the convergence of technological innovation, competition, and cooperation. Looking ahead to 2026, the macro environment remains challenging, with persistent global geopolitical tensions, ongoing trade frictions, frequent adjustments to tariff policies, and moderating overall economic growth. At the same time, global industrial development is also entering an era marked by the full scale expansion of AI infrastructure, accelerated supply chain reorganization, and shifts brought about by the energy transition. Accordingly, CyberTAN Technology will continue to maintain a conservative and prudent approach in 2026, while continuously strengthening its internal organization and competitiveness to respond flexibly to various external challenges.
In terms of corporate culture, CyberTAN Technology, grounded in its longstanding people-oriented spirit, is building a goal-oriented, mission-driven, and high-efficiency team. In addition to setting clear goals and vision, we also foster a culture of trust and communication through clear role definition and division of responsibilities, thereby building the execution capability to accomplish every mission. In building a high performance organization, we focus on core competitiveness and concentrate resources on the areas in which we excel most; strengthen teamwork and communication by fostering trust, enhancing information transparency, and using collaboration tools; and inspire innovative ideas through cross departmental cooperation, thereby reinforcing teamwork and communication while encouraging and implementing innovation.
In terms of products, CyberTAN Technology, building on the honor of Taiwan Excellence 2025, is promoting its comprehensive enterprise networking solutions worldwide. The products include: Wi-Fi 6 / Wi-Fi 7 Enterprise Access Points in wall-mounted and ceiling-mounted models; Managed Switches; and Cloud & On-Premise Controllers. In the United States, Canada, Europe, and Asia, these products
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received strong response and favorable reviews from many customers. CyberTAN Technology further strengthened the integration of AI into its product lines and product functions in 2025, thereby enhancing added value for customers.
In terms of production and manufacturing, another landmark milestone in 2025 was the completion of the new Vietnam factory and the smooth completion of the transfer. This is the first factory in CyberTAN Technology’s history to be fully planned, built, and operated by the Company itself. It also represents CyberTAN Technology’s early insight and rapid response to geopolitical developments and supply chain reorganization, as well as the Company’s long-term commitment to manufacturing and development amid geopolitical change. In 2026, all colleagues at CyberTAN Technology will spare no effort to optimize production efficiency and step up the introduction of new products and new customers, so as to achieve the goals set by the Company.
In promoting its corporate sustainability (ESG) initiatives, CyberTAN Technology remained committed to deepening sustainable management, achieving outstanding breakthroughs in both international and domestic authoritative evaluation indicators in 2025. In climate action, the Company participated in CDP for the first time and received a B Management level in the Climate Change Questionnaire. Among the 16 scoring criteria, 12 were recognized at the highest A Leadership level, demonstrating the Company’s operational resilience in carbon management and climate risk response. In sustainability governance, the Company introduced third-party assurance for its sustainability report for the first time, enhancing the reliability of its disclosures, and achieved breakthrough growth in the TIP Taiwan Sustainability Ratings, rising substantially from a BB rating two years earlier to an AA rating (top 15%), reflecting substantive recognition of the Company’s sustained efforts in addressing 22 material sustainability topics. In addition, CyberTAN Technology has aligned with global supply chain sustainability standards by participating in the EcoVadis assessment and receiving the Committed Badge. Looking ahead, CyberTAN Technology will continue to fulfill stakeholders’ expectations for the Company’s operations through rolling performance management and transparent information disclosure, and will steadily deliver on its commitment to sustainable development.
Looking to the future, CyberTAN will not only launch new products and expand its customer base but also begin to organize an ecosystem to seize vertical markets and emerging fields and accumulate momentum for future growth. In addition, we are actively promoting technological advancement, including upgrading standards, deepening AI integration, and adopting open architectures. This not only facilitates the introduction of new products into new markets but also improves product performance, application services, device management, and introduction costs, thereby improving user experience and solidifying CyberTAN’s future position in Wi-Fi and networking.
2026 will be a key year for CyberTAN’s further development after stabilizing its footing. Although challenges in the external environment remain severe, we are still confident that, with the efforts of all of CyberTAN’s employees, we will be able to move steadily toward our goals with continued growth and return good operating results to our investors. Lastly, we want to thank our shareholders, customers, suppliers and all employees for their long-time support and encouragement to CyberTAN.
Chairman : Gwong-Yih Lee Manager : Raoul Oyang Finance & Accounting Officer : Chiu-Ju Chen
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Attachment 2
Audit Committee’s Review Report
The Board of Directors has prepared the 2025 business report, financial statements and proposal for earnings distribution. The financial statements have been audited by CPAs Po-Chuan Lin and Chi-Hua Hu from PwC Taiwan, with an audit report issued thereafter. An audit by the Committee of the aforementioned business report, financial statements and proposal for earnings distribution has found no nonconformity. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is hereby submitted for your review.
To
CyberTAN Technology Inc.
2026 Annual Meeting of Shareholders
Audit Committee Convener : Hualin Chi
March 5, 2026
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Attachment 3
Independent Auditors’ Report (2026)Cai-Shen-Bao-Zi No.25004498
To CyberTAN Technology Inc.:
Audit opinion
We have audited the consolidated balance sheet of CyberTAN Technology Inc. and the subsidiaries (hereinafter referred to as the “CyberTAN Group”) as of December 31, 2025 and 2024 and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows, and the notes to the consolidated financial statements. (including the summary of the material accounting policies) for periods of January 1 to December 31, 2025 and 2024.
In our opinion, based on the audit results of ourselves and other auditors (refer to the Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the Financial Supervisory Commission, the consolidated financial position of CyberTAN Group as of December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows for the years then ended.
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 ROC Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. The personnel of the CPA Firm subject to the independence requirement have acted independently from the business operations of CyberTAN Group in accordance with the Code of Ethics for Professional Accountants of the Republic of China and with other responsibilities of the Code of Ethics performed. According to our audits and other independent auditors’ report, we believe to have obtained sufficient and appropriate audit evidence in order to be used as the basis for the opinion.
Key audit matters
Key audit matters are those matters that, in the auditor’s professional judgment, were of most significance in the audit of the consolidated financial statements of CyberTAN Group for the year ended December 31, 2025. These matters were addressed in the content 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 those matters.
The key audit matters of the 2025 consolidated financial statements of CyberTAN Group are described as follows:
Evaluation of allowance for inventory valuation loss
Item Description
Regarding the accounting policies for the inventory valuation, please refer to Note 4(14) to the consolidated financial report; for the uncertainty to accounting estimates and assumptions, please refer to Note 5(2) to the consolidated financial report; for description of inventory accounting titles, please refer to Note 6(5) to the consolidated financial report. As of December 31, 2025, the balance of inventories and allowance for inventory valuation losses amounted to NTD 1,279,170 thousand and NTD 110,685 thousand, respectively.
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CyberTAN Group is involved in the manufacturing and sale of communication products. The risk caused by loss on inventory devaluation or the obsolescence of inventory may be higher due to the short life cycle and severe market competition. Inventory is evaluated by CyberTAN Group on the basis of the cost and net realizable value, whichever is lower. The aforementioned allowance for inventory valuation losses mainly arises from inventories measured at the lower of cost and net realizable value, as well as the identification of obsolete or damaged inventory items. Given the significant amount and large number of inventory items of CyberTAN Group, and the fact that identifying obsolete or damaged inventory involves management’s subjective judgments and requires significant audit judgment, we have identified the assessment of the allowance for inventory valuation losses of CyberTAN Group as one of the key audit matters.
Responsive Audit Procedures
The responsive procedures executed by us for specific aspects specified in the preceding key audit matters are as follows:
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Obtained the policy for allowance for inventory valuation losses of CyberTAN Group, verified its consistent application across comparative reporting periods, and evaluated the reasonableness of the policy.
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Acquired the net realizable value statement of inventory cost, randomly checked the related supporting documents, recalculated its accuracy, validated the appropriateness of the logic of the inventory aging report system used for evaluation, conducted spot checks for individual inventory numbers to confirm the degree of inventory closeout and information, and evaluated the basis of the net realizable value estimated by the management and its reasonableness.
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Checked related information acquired during inventory taking process and inquired the management and personnel related to inventory to confirm conditions of obsolescent, remaining, older, out-of-fashion or damaged inventory neglected in the inventory details.
Other matters – Audit related to other CPAs
For certain investees accounted for using the equity method and included in the consolidated financial statements of CyberTAN Group, the financial statements were not audited by us but were audited by other independent auditors. Therefore, our opinions expressed on the amount listed in the said financial statements of the companies were based on the other independent auditor’s report. The investments under the equity method for the said companies as of December 31, 2025, and 2024 amounted to NTD 27,865 thousand and NTD 31,705 thousand, respectively, accounting for 0.41% and 0.48% of the total consolidated assets. The comprehensive income recognized under the equity method for the said companies was NTD 3,482 thousand and NTD 19,506 thousand from January 1 to December 31, 2025 and 2024, respectively, accounting for (0.88%) and 22.64% of the consolidated comprehensive income.
Other matters – Parent company only financial statement
CyberTAN Technology Inc. has prepared the parent-only financial statements for 2025 and 2024, and an audit report with unqualified opinions and a section of other matters was issued by us for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The responsibility of management is to ensure that the consolidated financial statements are presented fairly, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission. Additionally, management must maintain the necessary internal controls related to the consolidated financial statements to ensure that the consolidated financial statements are free of any material misstatement arising from fraud or error.
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In preparing the consolidated financial statements, management is also responsible for assessing the ability of CyberTAN Group to continue as a going concern, disclosing, as applicable, matters related to ongoing concerns and using the going concern basis of accounting unless management either intends to liquidate the CyberTAN Group or to cease operations, or there is a lack of any option except for liquidation or suspension.
The governance unit (including the audit committee) of CyberTAN Group is responsible for supervising the financial reporting process.
Independent Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report. Reasonable assurance is a high level of assurance, but is not a guarantee that any audit conducted in accordance with the ROC auditing standards will always detect a material misstatement in the consolidated financial statements when it exists. Misstatement can arise from fraud or error. Misstatements, whether due to fraud or error, are considered material if they, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users made on the basis of the consolidated financial statements.
We exercise professional judgment and skepticism during the audit in accordance with the Auditing Standards of the Republic of China. We also:
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Identify and assess the risk of material misstatement of the consolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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We acquire the necessary understanding of the internal control mechanism that is related to the audit to design an appropriate audit process for the situation at the time. The purpose of this knowledge is not to express opinions on the effectiveness of the internal control mechanism of the CyberTAN Group.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
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Based on the acquired audit evidence, we decide whether the going concern accounting basis adopted by the management is suitable, whether events that might affect the going concern capacity of CyberTAN Group exist, and whether there is major uncertainty. A conclusion will be made afterwards. 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 inappropriate, to modify our opinion. Our conclusion is based on the audit evidence acquired as of the date of the audit report. However, future events or conditions may cause the CyberTAN Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated 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 on the financial information of individual companies within the Group in order to express an opinion on the consolidated financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of the Group, and also for forming an opinion on the audit of the Group.
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We communicate with the governance units 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 in charge of governance with a statement that we have complied with the Code of Ethics for Professional Accountants of the Republic of China 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).
The independent auditor has used the communications with the governing unit as the basis to determine the key audit matters to be performed on the 2025 consolidated financial statements of CyberTAN Group. We clearly state all above matters in the audit report, unless the law prohibits us to publicly disclose certain matters, or under rare circumstances we decide not to include certain matters in the audit report since we can reasonably expect the resulting negative impact is greater than the public interest they bring.
PricewaterhouseCoopers Taiwan
PO-CHUAN LIN CPA CHIH-HUA HU
FSC Approval Reference No.: Jin-Guan-Zheng-Shen-Zi No. 1100350706 Jin-Guan-Zheng-Shen-Zi No. 1120348565
March 5, 2026
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CyberTAN Technology Inc. and the subsidiaries Consolidated Balance Sheet December 31, 2025 and 2024
Unit: NTD thousand
| Assets | Notes 6(1) 6(3) 6(4) 6(4) and 7 7 6(5) 6(2) 6(3) and 8 6(6) 6(7) 6(8) 6(28) 6(10) and 8 |
December 31, 2025 Amount % $ 897,033 13 360,557 5 919,045 14 332,076 5 3,596 - 7,511 - 1,168,485 17 27,678 1 3,715,981 55 254,221 4 312,529 5 27,865 - 1,886,124 28 317,696 5 3,198 - 3,003 - 205,396 3 3,010,032 45 $ 6,726,013 100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
| Amount $ 897,033 360,557 919,045 332,076 3,596 7,511 1,168,485 27,678 3,715,981 254,221 312,529 27,865 1,886,124 317,696 3,198 3,003 205,396 3,010,032 $ 6,726,013 |
Amount $ 1,204,915 277,037 696,194 304,478 125,749 7,299 820,211 11,775 3,447,658 51,871 312,529 374,582 1,699,963 368,279 7,915 106,816 210,296 3,132,251 $ 6,579,909 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets measured at amortized cost – current 1170 Accounts receivable, net 1180 Accounts receivable – the related party, net 1200 Other receivables 1220 Income tax assets in the current period 130X Inventory 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets measured at fair value through other comprehensive income – non-current 1535 Financial assets measured at amortized cost – non-current 1550 Investment at equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
18 4 11 5 2 - 12 - |
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| 52 | ||||
| 1 5 6 26 5 - 2 3 |
||||
| 48 | ||||
| 100 |
(To be continued)
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CyberTAN Technology Inc. and the subsidiaries Consolidated Balance Sheet December 31, 2025 and 2024
Unit: NTD thousand
| Liabilities and equity | Notes | December 31, 2025 |
|---|---|---|
| Current liabilities 2100 Short-term loans 2120 Financial liabilities measured at fair value through profit or loss – current 2130 Contract liabilities – current 2170 Accounts payable 2180 Accounts payable – the related party 2200 Other payables 2220 Other payables – the related party 2230 Income tax liabilities in the current period 2250 Liability reserve – current 2280 Lease liabilities – current 2399 Other current liabilities – others 21XX Total current liabilities Non-current liabilities 2550 Liability reserve – non-current 2570 Deferred income tax liabilities 2580 Lease liabilities – non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to parent company shareholders Capital stock 3110 Common stock Capital reserves 3200 Capital reserves Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Undistributed earnings Other equity 3400 Other equity Treasury stocks 3500 Treasury stocks 31XX Total equity attributable to parent company shareholders 3XXX Total equity Major Contingent Liabilities and Commitments Made Under Unrecognized Contracts 3X2X Total liabilities and equity |
6(11) 6(12) 6(21) 7 6(13) 7 6(16) 6(16) 6(28) 7 6(17) 6(18) 6(19) 6(20) 6(17) 9 |
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
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CyberTAN Technology Inc. and the subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2025 and 2024
Unit: NTD thousand (Except the unit of earnings per share is NTD)
| Item | 2025 2024 Notes Amount % Amount % 6(21) and 7 $ 4,190,309 100 $ 3,595,201 100 6(5), (26) (27) and 7 ( 3,994,694 )( 95)( 3,288,051)( 92) 195,615 5 307,150 8 6(26) (27) and 7 ( 152,368 ) ( 4) ( 78,943) ( 2) ( 204,613 ) ( 5) ( 141,452) ( 4) ( 359,456 ) ( 8) ( 310,141) ( 9) 12(2) ( 3,003 ) - ( 4,500) - ( 719,440 )( 17)( 535,036)( 15) ( 523,825 )( 12)( 227,886)( 7) 6(22) 25,554 - 44,402 1 6(23) and 7 85,229 2 145,964 4 6(24) 781,790 19 226,282 7 6(25) ( 11,037 ) - ( 27,864) ( 1) 12(2) ( 43,211 ) ( 1) - - 6(6) 88 - ( 142,179)( 4) 838,413 20 246,605 7 314,588 8 18,719 - 6(28) ( 92,533 )( 2)( 16,002) - $ 222,055 6 $ 2,717 - |
|---|---|
| 4000 Operating revenue 5000 Operating cost 5950 Net operating gross profit Operating expense 6100 Selling expenses 6200 Administrative expenses 6300 R&D expenses 6450 Expected credit impairment losses 6000 Total operating expenses 6900 Operating losses Non-operating revenue and expenses 7100 Interest revenue 7010 Other revenue 7020 Other gains and losses 7050 Finance costs 7055 Expected credit impairment losses 7060 The share of the profit or loss of affiliated companies, joint ventures recognized under the equity method 7000 Total non-operating income and expense 7900 Profit before tax 7950 Income tax expenses 8200 Current net profit |
(To be continued)
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CyberTAN Technology Inc. and the subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2025 and 2024
Unit: NTD thousand (Except the unit of earnings per share is NTD)
| Item | 2025 2024 Notes Amount % Amount 6(14) $ 6,489 - $ 6,641 6(2), (20) ( 552,540) ( 13) ( 5,370) 6(6), (20) 3,394 - 18,759 6(28) ( 1,298) - ( 1,328) ( 543,955) ( 13) 18,702 6(20) ( 57,820) ( 2) 53,630 6(6), (20) - - 11,768 6(20) (28) ( 14,755) - ( 681) ( 72,575) ( 2) 64,717 ($ 616,530) ( 15)$ 83,419 ($ 394,475) ( 9)$ 86,136 $ 222,055 6 $ 2,717 ($ 394,475) ( 9)$ 86,136 6(29) $ 0.68 $ $ 0.68 $ |
2024 | % - - - - - 2 - - 2 2 2 - 2 0.01 0.01 |
|---|---|---|---|
| Other comprehensive income Items not reclassified to profit or loss 8311 Remeasurement of defined benefit plan 8316 Unrealized valuation gains and loss from equity instrument investments measured at fair value through other comprehensive income 8320 The share of other comprehensive income of affiliated companies, joint ventures recognized under the equity method – items not reclassified to profit or loss 8349 Income tax related to items not reclassified 8310 Total of items not reclassified to profit or loss Items may be reclassified to profit or loss subsequently 8361 Exchange difference in the financial statement translation of the foreign operation 8370 The share of other comprehensive income of affiliated companies, joint ventures recognized under the equity method – items may be reclassified to profit or loss 8399 Income tax related to items may be reclassified 8360 Total of items may be reclassified to profit or loss subsequently 8300 Other comprehensive income (net amount) 8500 Total comprehensive income for the year Net profit attributable to: 8610 Parent company shareholders The total comprehensive income attributable to: 8710 Parent company shareholders Earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share |
|||
| $ |
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
Chairman: Gwong-Yih Lee
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CyberTAN Technology Inc. and the subsidiaries Consolidated Statement of Changes in Shareholders’ Equity January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| 2024 Balance at January 1, 2024 Current net profit Other comprehensive income for the year Total comprehensive income for the year Appropriation and distribution of earnings for 2023 Reversal of special reserves Issuance of new restricted employee shares Revocation of restricted employee shares Share-based payment expenses Disposal of investments accounted for using the equity method Disposal of equity instrument measured at fair value through other comprehensive income Repurchase of treasury shares Balance at December 31, 2024 |
Notes | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commonstock | Capital reserves |
Retained earnings | Otherequity | Treasury stocks |
|||||||||||
| Legal reserve | Special reserve | Undistributed earnings |
Exchange difference in the financial statement translation of the foreign operation |
Unrealized profit or loss of financial assets measured at fair value through other comprehensive income |
Employees’ unearned remuneration |
||||||||||
| 6(20) 6(19) 6(15), (18) 6(15), (17), (18), (20) 6(15), (20) 6(18), (20) |
$ 3,302,554 - - - - 2,600 ( 1,900 ) - - - - $ 3,303,254 |
$ 622,678 - - - - 3,107 ( 3,128 ) - ( 23,981 ) - - $ 598,676 |
$ 825,257 - - - - - - - - - - $ 825,257 |
$ 162,392 - - - ( 6,922 ) - - - - - - $ 155,470 |
$ 28,086 2,717 6,823 9,540 6,922 - - - ( 17,993 ) 151 - $ 26,706 |
($ 77,986 ) - 64,717 64,717 - - - - 2,855 - - ($ 10,414 ) |
($ 77,483 ) - 11,879 11,879 - - - - 17,993 ( 151 ) - ($ 47,762 ) |
($ 14,143 ) - - - - ( 5,707 ) 5,028 8,194 - - - ($ 6,628 ) |
($ 1,426 ) - - - - - - - - - ( 204,268 ) ($ 205,694 ) |
$ 4,769,929 2,717 83,419 86,136 - - - 8,194 ( 21,126 ) - ( 204,268 ) $ 4,638,865 |
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
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CyberTAN Technology Inc. and the subsidiaries Consolidated Statement of Changes in Shareholders’ Equity January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| 2025 Balance at January 1, 2025 Current net profit Other comprehensive income for the year Total comprehensive income for the year Appropriation and distribution of earnings for 2024 Reversal of special reserves Revocation of restricted employee shares Share-based payment expenses Disposal of investments accounted for using the equity method Disposal of equity instrument measured at fair value through other comprehensive income Repurchase of treasury shares Transfer of treasury shares Balance at December 31, 2025 |
Notes | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Equity attributable to parent company shareholders | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commonstock | Capital reserves |
Retained earnings | Otherequity | Treasury stocks |
|||||||||||||||||
| Legal reserve | Special reserve | Undistributed earnings |
Exchange difference in the financial statement translation of the foreign operation |
Unrealized profit or loss of financial assets measured at fair value through other comprehensive income |
Employees’ unearned remuneration |
||||||||||||||||
| 6(20) 6(19) 6(15), (17), (18), (20) 6(15), (18), (20) 6(18), (20) 6(20) 6(18) |
$ 3,303,254 - - - - ( 1,894 ) - - - - - $ 3,301,360 |
$ 598,676 - - - - ( 3,208 ) 42,173 ( 35,206 ) - - ( 41,866 ) $ 560,569 |
$ 825,257 - - - - - - - - - - $ 825,257 |
$ 155,470 - - - ( 97,294 ) - - - - - - $ 58,176 |
$ 26,706 222,055 5,191 227,246 97,294 - - ( 26,170 ) ( 24,431 ) - ( 44,119 ) $ 256,526 |
($ 10,414 ) - ( 72,575 ) ( 72,575 ) - - - 1,618 - - - ($ 81,371 ) |
($ 47,762 ) - ( 549,146 ) ( 549,146 ) - - - 26,170 24,431 - - ($ 546,307 ) |
($ 6,628 ) - - - - 5,102 410 - - - - ($ 1,116 ) |
($ 205,694 ) - - - - - - - - ( 27,473 ) 167,885 ($ 65,282 ) |
$ 4,638,865 222,055 ( 616,530 ) ( 394,475 ) - - 42,583 ( 33,588 ) - ( 27,473 ) 81,900 $ 4,307,812 |
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
17
CyberTAN Technology Inc. and the subsidiaries Consolidated Statement of Cash Flows January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Cash flow from operating activities Net profit before tax in the current period Adjustment items Income/expenses items Depreciation expenses Miscellaneous expenses – depreciation expenses Amortization expenses Expected credit impairment losses Net loss on financial liabilities measured at fair value through profit or loss. Interest revenue Dividend revenue Interest expenses Miscellaneous expenses – Interest expenses Share of profit or loss from affiliated companies under the equity method Gains on disposal of investment accounted for using equity method Gains on disposal of property, plant and equipment Share-based payment expenses Profit on write-off of overdue payables Loss on impairment of non-financial assets Lease modification profit Changes of assets/liabilities related to operating activities Net changes of assets/liabilities related to operating activities Financial assets and liabilities measured at fair value through profit or loss Accounts receivable (including the related party) Inventory Other receivables Other current assets Other non-current assets Net changes of liabilities related to operating activities Contract liabilities – current Accounts payable (including the related party) Other payables (including the related party) Liability reserve Other current liabilities Cash outflow from operations Income tax paid Net cash outflow from operating activities |
Notes January 1 to December 31, 2025 January 1 to December 31, 2024 $ 314,588 $ 18,719 6(26) 145,932 131,374 6(24) 15,014 18,622 6(26) 6,055 7,854 12(2) 46,214 4,500 6(12) (24) 24,044 60,919 6(22) ( 25,554 ) ( 44,402 ) 6(23) ( 800 ) ( 4,869 ) 6(25) 11,037 27,864 6(24) 1,418 1,781 6(6) ( 88 ) 142,179 6(6), (24) ( 707,714 ) ( 361,157 ) 6(24) ( 6,822 ) ( 203 ) 6(15) (27) 42,583 8,194 6(23) ( 18,625 ) ( 70,883 ) 6(24) - 17,056 6(8), (24) ( 229,378 ) - 2,391 ( 39,763 ) ( 253,452 ) ( 39,423 ) ( 348,274 ) 61,279 78,468 ( 81,690 ) ( 12,024 ) 8,206 10,499 14,645 ( 38,891 ) 9,788 464,960 20,606 35,842 55,189 272 ( 1,974 ) ( 24,656) 11,796 ( 466,961 ) ( 23,793 ) ( 1,845) ( 3,031) ( 468,806) ( 26,824 ) |
|---|---|
(To be continued)
18
CyberTAN Technology Inc. and the subsidiaries Consolidated Statement of Cash Flows January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Cash flow from investing activities Acquisition of financial assets measured at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at fair value through other comprehensive income Disposal of financial assets measured at amortized cost Proceeds from disposal of investment under equity method Acquisition of property, plant, and equipment Disposal of property, plant, and equipment proceeds Increase (decrease) in refundable deposit Acquisition of intangible asset Interest received Dividends received Cash dividend distributed by affiliated companies recognized under the equity method Acquisition of right-of-use assets Net cash (outflow) inflow from investing activities Cash flow from financing activities Increase (decrease) in short-term loans Increase in guarantee deposits Repayment of lease principal Interest paid Repurchase of treasury shares Transfer of treasury shares Net cash inflow (outflow) from financing activities Foreign exchange rate effect Decrease in cash and cash equivalents in the current period Balance of cash and cash equivalents, beginning Balance of cash and cash equivalents, ending |
Notes January 1 to December 31, 2025 January 1 to December 31, 2024 ( $ 25,000 ) ( $ 43,864 ) - 623,794 229,090 - ( 83,520 ) - 6(6) 55,107 635,856 6(30) ( 435,712 ) ( 795,237 ) 36,768 203 350 ( 1,610 ) ( 3,031 ) ( 7,103 ) 26,028 45,039 6(2)(23) 800 4,869 6(6) 7,322 1,478 6(30) - ( 6,840) ( 191,798) 456,585 349,388 ( 495,977 ) 787 79 6(31) ( 28,120 ) ( 23,638 ) ( 12,455 ) ( 29,645 ) ( 27,473 ) ( 204,268 ) 81,900 - 364,027( 753,449) ( 11,305) 26,020 ( 307,882 ) ( 297,668 ) 1,204,915 1,502,583 $ 897,033 $ 1,204,915 |
|---|---|
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
19
Independent Auditors’ Report (2026)Cai-Shen-Bao-Zi No.25004706
To CyberTAN Technology Inc.:
Audit opinion
We have audited the parent company only balance sheets of CyberTAN Technology Inc. (hereinafter referred to as “the Company”) as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, as well as the accompanying notes to the parent company only financial statements (including a summary of significant accounting policies).
In our opinion, based on our audit results and other independent auditors’ report (please refer to the other matter section), all material disclosures of the parent company only financial statements mentioned above were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and presented a fair view of the parent company only financial position of CyberTAN as at December 31, 2025 and 2024, and business performance and cash flow for the periods January 1 to December 31, 2025 and 2024.
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 ROC Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. The personnel of the CPA Firm subject to the independence requirement have acted independently from the business operations of CyberTAN in accordance with the Code of Ethics for Professional Accountants of the Republic of China and with other responsibilities of the Code of Ethics performed. According to our audits and other independent auditors’ report, we believe to have obtained sufficient and appropriate audit evidence in order to be used as the basis for the opinion.
Key audit matters
The “key audit matters” means that the independent auditor has used their professional judgment as the basis to audit the most important matters on the 2025 parent company only financial statements of CyberTAN. These matters were addressed in the content of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.
The key audit matters of the 2025 parent company only financial statements of CyberTAN are described as follows:
Evaluation of allowance for inventory valuation loss
Item Description
Regarding the accounting policies for the inventory valuation, please refer to Note 4(13) to the parent company only financial report; for the uncertainty to accounting estimates and assumptions, please refer to Note 5(2) to the parent company only financial report; for description of inventory accounting titles, please refer to Note 6(5) to the parent company only financial report. The balances of valuation loss regarding the inventory and allowance for inventory on December 31, 2025 were NTD 279,031 thousand and NTD 8,767 thousand, respectively.
CyberTAN is mainly involved in the sale of communication products manufactured by the subsidiaries. The risk caused by loss on inventory devaluation or the obsolescence of inventory may be higher due to the short life cycle and severe market competition. Inventory is evaluated by
20
CyberTAN and its subsidiaries on the basis of the cost and net realizable value, whichever is lower. The aforementioned allowance for inventory valuation losses mainly arises from inventories measured at the lower of cost and net realizable value and from the identification of obsolete or damaged inventory items. As the inventories of CyberTAN and its subsidiaries are significant in amount and consist of numerous items, and the identification of obsolete or damaged inventory involves management’s subjective judgments and significant audit judgment, the assessment of the allowance for inventory valuation losses has been identified as a key audit matter.
Responsive Audit Procedures
The responsive procedures executed by us for specific aspects specified in the preceding key audit matters are as follows:
-
Adopted the acquired allowance policy for inventory devaluation of CyberTAN and its subsidiaries during the comparative period of financial statements and evaluated the reasonableness of the allowance policy.
-
Acquired the net realizable value statement of inventory cost, randomly checked the related supporting documents, recalculated its accuracy, validated the appropriateness of the logic of the inventory aging report system used for evaluation, conducted spot checks for individual inventory numbers to confirm the degree of inventory closeout and information, and evaluated the basis of the net realizable value estimated by the management and its reasonableness.
-
Checked related information acquired during inventory taking process and inquired the management and personnel related to inventory to confirm conditions of obsolescent, remaining, older, out-of-fashion or damaged inventory neglected in the inventory details.
Other matters – Audit related to other CPAs
Certain investments accounted for using the equity method included in the separate financial statements of CyberTAN have not been audited by us, but have been audited by other auditors. Therefore, our opinion on the separate financial statements of the Company, including the amounts presented therein and the related information disclosed in Note 13, is based on the reports of other auditors. The balances of the investments under the equity method as of December 31, 2025 and 2024 were NTD 27,865 thousand and NTD 31,705 thousand respectively, accounting for 0.44% and 0.52% of the parent company only total assets. The comprehensive income recognized under the equity method for the said companies were NTD 3,482 thousand and NTD 19,506 thousand from January 1 to December 31, 2025 and 2024, respectively, accounting for (0.88%) and 22.65% of the parent company only comprehensive income.
Responsibilities of Management and the Governance Unit with Governance of the Parent Company Only Financial Statements
The management is responsible for preparing the appropriate parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Report by Securities Issuers. Additionally, it is responsible for maintaining the internal control mechanism that is related to and necessary for the preparation of the parent company only financial statements. As a result, it can ensure material misstatement due to fraud or error is not pertained in the parent company only financial statements.
In preparing the parent company only financial statements, the management is also responsible for assessing the ability of CyberTAN to continue as a going concern, disclosing, as applicable, matters related to ongoing concerns and using the going concern basis of accounting unless management either intends to liquidate the CyberTAN or to cease operations, or there is a lack of any option except for liquidation or suspension.
21
The governance unit (including the audit committee) of CyberTAN is responsible for supervising the financial reporting process.
Independent Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Auditing Standards in the ROC will always detect a material misstatement in the separate financial statements of the Company if one exists. Misstatement can arise from fraud or error. If fraud or errors are considered material, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the parent company only financial statements.
We exercise professional judgment and skepticism during the audit in accordance with the Auditing Standards of the Republic of China. We also:
-
Identify and assess the risk of material misstatement of the parent company only financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the 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.
-
We acquire the necessary understanding of the internal control mechanism that is related to the audit to design an appropriate audit process for the situation at the time. The purpose of the knowledge is not to express opinions on the effectiveness of the internal control mechanism of CyberTAN.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
-
Based on the acquired audit evidence, we decide whether the going concern accounting basis adopted by the management is suitable, whether events that might affect the going concern capacity of CyberTAN exist, and whether there is major uncertainty. A conclusion will be made afterwards. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inappropriate, to modify our opinion. Our conclusion is based on the audit evidence acquired as of the date of the audit report. However, future events or conditions may cause the CyberTAN to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence on the financial information of individual companies within the CyberTAN in order to express an opinion on the parent company only financial statements. The independent auditor is responsible for guiding, supervising, and implementing the individual audit of CyberTAN, and also for forming an audit opinion for the parent company only financial statements.
We communicate with the governance units 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 in charge of governance with a statement that we have complied with the
22
Code of Ethics for Professional Accountants of the Republic of China 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).
The independent auditor has used the communications with the governing unit as the basis to determine the key audit matters to be performed on the 2025 parent company only financial statements of CyberTAN. We clearly state all above matters in the audit report, unless the law prohibits us to publicly disclose certain matters, or under rare circumstances we decide not to include certain matters in the audit report since we can reasonably expect the resulting negative impact is greater than the public interest they bring.
PricewaterhouseCoopers Taiwan
PO-CHUAN LIN CPA CHIH-HUA HU
FSC Approval Reference No.: Jin-Guan-Zheng-Shen-Zi No. 1100350706 Jin-Guan-Zheng-Shen-Zi No. 1120348565
March 5, 2026
23
CyberTAN Technology Inc. Parent Company Only Balance Sheet December 31, 2025 and 2024
Unit: NTD thousand
| Assets | Notes 6(1) 6(3) and 8 6(4) 6(4) and 7 7 6(5) 6(2) 6(3) and 8 6(6) 6(7) 6(8) 6(28) 6(11), (14) |
December 31, 2025 Amount % $ 693,433 11 - - 917,706 15 335,600 5 870,805 14 5,133 - 270,264 4 21,761 - 3,114,702 49 222,122 4 312,529 5 1,789,514 28 530,636 8 173,587 3 1,231 - 3,003 - 198,024 3 3,230,646 51 $ 6,345,348 100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
| Amount $ 693,433 - 917,706 335,600 870,805 5,133 270,264 21,761 3,114,702 222,122 312,529 1,789,514 530,636 173,587 1,231 3,003 198,024 3,230,646 $ 6,345,348 |
Amount $ 570,176 100,000 694,799 325,600 862,023 5,114 184,151 37,075 2,778,938 12,175 312,529 1,938,853 544,866 189,313 6,450 106,816 205,704 3,316,706 $ 6,095,644 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets measured at amortized cost – current 1170 Accounts receivable, net 1180 Accounts receivable – the related party, net 1210 Other receivables- the related party 1220 Income tax assets in the current period 130X Inventory 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets measured at fair value through other comprehensive income – non-current 1535 Financial assets measured at amortized cost – non-current 1550 Investment at equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1990 Other non-current assets – others 15XX Total non-current assets 1XXX Total assets |
9 2 12 5 14 - 3 1 |
|||
| 46 | ||||
| - 5 32 9 3 - 2 3 |
||||
| 54 | ||||
| 100 |
(To be continued)
24
CyberTAN Technology Inc. Parent Company Only Balance Sheet December 31, 2025 and 2024
Unit: NTD thousand
| Liabilities and equity | December 31, 2025 December 31, 2024 Notes Amount % Amount % 6(11) $ - - $ 94,539 2 6(12) 45,977 1 19,543 - 6(21) 2,552 - 41,443 1 81,665 1 89,644 1 7 294,166 5 21,047 - 6(13) 1,179,623 19 884,049 15 7 218,460 3 27,926 - 136 - - - 6(16) 413 - 541 - 19,175 - 17,658 - 5,257 - 47,236 1 1,847,424 29 1,243,626 20 6(16) 998 - 10,424 - 6(28) 15,168 - 13,058 1 166,247 3 182,760 3 7 7,699 - 6,911 - 190,112 3 213,153 4 2,037,536 32 1,456,779 24 6(17) 3,301,360 52 3,303,254 54 6(18) 560,569 9 598,676 10 6(19) 825,257 13 825,257 13 58,176 1 155,470 3 256,526 4 26,706 - 6(20) ( 628,794 ) ( 10) ( 64,804) ( 1) 6(17) ( 65,282 ) ( 1) ( 205,694) ( 3) 4,307,812 68 4,638,865 76 $ 6,345,348 100 $ 6,095,644 100 |
|---|---|
| Current liabilities 2100 Short-term loans 2120 Financial liabilities measured at fair value through profit or loss – current 2130 Contract liabilities – current 2170 Accounts payable 2180 Accounts payable – the related party 2200 Other payables 2220 Other payables – the related party 2230 Income tax liabilities in the current period 2250 Liability reserve – current 2280 Lease liabilities – current 2399 Other current liabilities – others 21XX Total current liabilities Non-current liabilities 2550 Liability reserve – non-current 2570 Deferred income tax liabilities 2580 Lease liabilities – non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Capital stock 3110 Common stock Capital reserves 3200 Capital reserves Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Undistributed earnings Other equity 3400 Other equity Treasury stocks 3500 Treasury stocks 3XXX Total equity 3X2X Total liabilities and equity |
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
25
CyberTAN Technology Inc.
Parent Company Only Statement of Comprehensive Income January 1 to December 31, 2025 and 2024
| Item | Unit: NTD thousand (Except the unit of earnings per share is NTD) 2025 2024 Notes Amount % Amount % 6(21) and 7 $ 4,189,468 100 $ 3,612,341 100 6(5), (26) (27) and 7 ( 3,819,392)( 91) ( 3,394,659)( 94) 370,076 9 217,682 6 6(26) (27) and 7 ( 118,328 ) ( 3) ( 50,683) ( 2) ( 170,970 ) ( 4) ( 106,496) ( 3) ( 345,945 ) ( 8) ( 293,977) ( 8) 12(2) ( 5,658 ) - ( 3,882) - ( 640,901 )( 15) ( 455,038)( 13) ( 270,825 )( 6) ( 237,356)( 7) 6(22) and 7 25,936 1 43,379 1 6(23) and 7 85,181 2 139,841 4 6(24) 587,068 14 333,046 9 6(25) ( 8,739 ) - ( 8,899) - 12(2) ( 43,211 ) ( 1) - - 6(6) ( 61,524)( 2) ( 253,036)( 7) 584,711 14 254,331 7 313,886 8 16,975 - 6(28) ( 91,831)( 2) ( 14,258) - $ 222,055 6 $ 2,717 - 6(14) $ 6,489 - $ 6,641 - 6(20) ( 546,840 ) ( 13) - - 6(6) ( 2,306 ) - 13,389 - 6(28) ( 1,298 ) - ( 1,328) - ( 543,955 )( 13) 18,702 - 6(20) ( 57,820 ) ( 2) 53,630 2 6(20) - - 11,768 - 6(20) (28) ( 14,755 ) - ( 681) - ( 72,575 )( 2) 64,717 2 ($ 616,530 )( 15) $ 83,419 2 ($ 394,475 )( 9) $ 86,136 2 6(29) $ 0.68 $ 0.01 $ 0.68 $ 0.01 |
|---|---|
| 4000 Operating revenue 5000 Operating cost 5900 Operating gross profit Operating expense 6100 Selling expenses 6200 Administrative expenses 6300 R&D expenses 6450 Expected credit impairment losses 6000 Total operating expenses 6900 Operating losses Non-operating revenue and expenses 7100 Interest revenue 7010 Other revenue 7020 Other gains and losses 7050 Finance costs 7055 Expected credit impairment losses 7070 Share of profit or loss of subsidiaries, affiliated companies and joint ventures recognized under the equity method 7000 Total non-operating income and expense 7900 Profit before tax 7950 Income tax expenses 8200 Current net profit Other comprehensive income Items not reclassified to profit or loss 8311 Remeasurement of defined benefit plan 8316 Unrealized valuation gains and loss from equity instrument investments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, affiliated companies and joint ventures recognized under the equity method – items not reclassified to profit or loss 8349 Income tax related to items not reclassified 8310 Total of items not reclassified to profit or loss Items may be reclassified to profit or loss subsequently 8361 Exchange difference in the financial statement translation of the foreign operation 8380 Share of other comprehensive income of subsidiaries, affiliated companies and joint ventures recognized under the equity method – items may be reclassified to profit or loss 8399 Income tax related to items may be reclassified 8360 Total of items may be reclassified to profit or loss subsequently 8300 Other comprehensive profit (loss) for the period (after-tax, net) 8500 Total comprehensive income (losses) for the year Earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share |
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
26
CyberTAN Technology Inc. Parent Company Only Statement of Changes in Equity January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| 2024 Balance at January 1, 2024 Current net profit Other comprehensive income for the year Total comprehensive income for the year Appropriation and allocation of earnings in 2023: Reversal of special reserves Issuance of new restricted employee shares Revocation of restricted employee shares Share-based payment expenses Disposal of investments accounted for using the equity method Disposal of equity instrument measured at fair value through other comprehensive income Repurchase of treasury shares Balance at December 31, 2024 |
Notes | Commonstock | Capital reserves |
Retained earnings | Retained earnings | Retained earnings | Otherequity | Treasury stocks |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Undistributed earnings |
Exchange difference in the financial statement translation of the foreign operation |
Unrealized profit or loss of financial assets measured at fair value through other comprehensive income |
Employees’ unearned remuneration |
|||||||||
| 6(20) 6(19) 6(15), (17), (18), (20) 6(15), (17), (18), (20) 6(15), (20) 6(18), (20) 6(20) |
$ 3,302,554 - - - - 2,600 ( 1,900 ) - - - - $ 3,303,254 |
$ 622,678 - - - - 3,107 ( 3,128 ) - ( 23,981 ) - - $ 598,676 |
$ 825,257 - - - - - - - - - - $ 825,257 |
$ 162,392 - - - ( 6,922 ) - - - - - - $ 155,470 |
$ 28,086 2,717 6,823 9,540 6,922 - - - ( 17,993 ) 151 - $ 26,706 |
($ 77,986 ) - 64,717 64,717 - - - - 2,855 - - ($ 10,414 ) |
($ 77,483 ) - 11,879 11,879 - - - - 17,993 ( 151 ) - ($ 47,762 ) |
($ 14,143 ) - - - - ( 5,707 ) 5,028 8,194 - - - ($ 6,628 ) |
($ 1,426 ) - - - - - - - - - ( 204,268 ) ($ 205,694 ) |
$ 4,769,929 2,717 83,419 86,136 - - - 8,194 ( 21,126 ) - ( 204,268 ) $ 4,638,865 |
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
27
CyberTAN Technology Inc. Parent Company Only Statement of Changes in Equity January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| 2025 Balance at January 1, 2025 Current net profit Other comprehensive income for the year Total comprehensive income for the year Appropriation and allocation of earnings in 2024: Reversal of special reserves Revocation of restricted employee shares Share-based payment expenses Disposal of investments accounted for using the equity method Disposal of equity instrument measured at fair value through other comprehensive income Repurchase of treasury shares Transfer of treasury shares Balance at December 31, 2025 |
Notes | Commonstock | Capital reserves |
Retained earnings | Retained earnings | Retained earnings | Otherequity | Treasury stocks |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Undistributed earnings |
Exchange difference in the financial statement translation of the foreign operation |
Unrealized profit or loss of financial assets measured at fair value through other comprehensive income |
Employees’ unearned remuneration |
|||||||||
| 6(20) 6(19) 6(15), (17), (18), (20) 6(15), (18), (20) 6(18), (20) 6(20) 6(18) |
$ 3,303,254 - - - - ( 1,894 ) - - - - - $ 3,301,360 |
$ 598,676 - - - - ( 3,208 ) 42,173 ( 35,206 ) - - ( 41,866 ) $ 560,569 |
$ 825,257 - - - - - - - - - - $ 825,257 |
$ 155,470 - - - ( 97,294 ) - - - - - - $ 58,176 |
$ 26,706 222,055 5,191 227,246 97,294 - - ( 26,170 ) ( 24,431 ) - ( 44,119 ) $ 256,526 |
($ 10,414 ) - ( 72,575 ) ( 72,575 ) - - - 1,618 - - - ($ 81,371 ) |
($ 47,762 ) - ( 549,146 ) ( 549,146 ) - - - 26,170 24,431 - - ($ 546,307 ) |
($ 6,628 ) - - - - 5,102 410 - - - - ($ 1,116 ) |
($ 205,694 ) - - - - - - - - ( 27,473 ) 167,885 ($ 65,282 ) |
$ 4,638,865 222,055 ( 616,530 ) ( 394,475 ) - - 42,583 ( 33,588 ) - ( 27,473 ) 81,900 $ 4,307,812 |
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
28
CyberTAN Technology Inc. Parent Company Only Statement of Cash Flow
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Cash flow from operating activities Net profit before tax in the current period Adjustment items Income/expenses items without impact on cash flow Depreciation expenses Miscellaneous expenses – depreciation expenses Amortization expenses Expected credit impairment losses Net loss on financial liabilities measured at fair value through profit or loss. Interest expenses Miscellaneous expenses – Interest expenses Interest revenue Dividend revenue Share of losses of associates and joint ventures accounted for using the equity method Gains on disposal of investment accounted for using equity method Share-based payment expenses Profit on write-off of overdue payables Changes of assets/liabilities related to operating activities Net changes of assets/liabilities related to operating activities Financial assets and liabilities measured at fair value through profit or loss Accounts receivable Accounts receivable – the related party Other receivables- the related party Inventory Other current assets Other non-current assets Net changes of liabilities related to operating activities Contract liabilities – current Accounts payable Accounts payable – the related party Other payables Other payables – the related party Liability reserve Other current liabilities – others Cash outflow from operations Income tax paid Net cash outflow from operating activities Cash flow from investing activities Disposal of financial assets measured at amortized cost - current Acquisition of financial assets measured at fair value through other comprehensive income Proceeds from disposal of investment under equity method Cash dividend distributed by affiliated companies recognized under the equity method Acquisition of property, plant, and equipment Acquisition of intangible asset Dividends received Other receivables from related parties decreased (increased). |
Notes January 1 to December 31,2025 January 1 to December 31,2024 $ 313,886 $ 16,975 6(26) 51,549 51,326 6(24) 15,014 18,622 6(26) 5,156 7,672 12(2) 48,869 3,882 6(12), (24) 24,044 60,919 6(25) 8,739 8,899 6(24) 1,418 1,781 6(22) ( 25,936 ) ( 43,379 ) 6(2)(23) 800 - 6(6) 61,524 253,036 6(6), (24) ( 707,714 ) ( 361,157 ) 6(15) 42,583 8,194 6(23) ( 18,625 ) ( 70,883 ) 2,391 ( 39,763 ) ( 219,020 ) 104,767 ( 19,544 ) ( 163,251 ) ( 379,843 ) ( 153,463 ) ( 86,113 ) ( 36,003 ) 17,498 ( 13,138 ) 15,919 14,154 ( 38,891 ) ( 5,165 ) ( 7,979 ) ( 218,931 ) 273,119 ( 15,560 ) 269,450 271,865 190,534 19,957 ( 9,554 ) ( 1,974 ) 2,770 25,934 ( 167,956 ) ( 254,684 ) ( 1,845) ( 2,280) ( 169,801 ) ( 256,964 ) 100,000 595,695 ( 25,000 ) ( 12,175 ) 6(6) 55,107 635,856 6(6) 7,322 1,478 6(7) ( 33,304 ) ( 30,102 ) ( 669 ) ( 5,457 ) ( 800 ) - 327,850 ( 327,850 ) |
|---|---|
(To be continued)
29
CyberTAN Technology Inc.
Parent Company Only Statement of Cash Flow January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Proceeds from disposal of financial assets measured at fair value through other comprehensive income Interest received Net cash inflow from investing activities Cash flow from financing activities Acquisition of investment under equity method Increase (decrease) in short-term loans Increase in guarantee deposits Repayment of lease principal Interest paid Cost of the repurchase of treasury shares Transfer of treasury shares Net cash outflow from financing activities Increase (decrease) in cash and cash equivalents in the current period Balance of cash and cash equivalents, beginning Balance of cash and cash equivalents, ending |
Notes January 1 to December 31,2025 January 1 to December 31,2024 229,090 - 23,752 40,717 683,348 898,162 6(6) ( 322,510 ) ( 959,043 ) ( 94,539 ) 54,623 788 79 6(30) ( 18,299 ) ( 17,962 ) ( 10,157 ) ( 60,487 ) ( 27,473 ) ( 204,268 ) 81,900 - ( 390,290) ( 1,187,058) 123,257 ( 545,860 ) 570,176 1,116,036 $ 693,433 $ 570,176 |
|---|---|
Chairman: Gwong-Yih Lee
Manager: Raoul Oyang
Finance & Accounting Officer: Chiu-Ju Chen
30
Attachment 4
CyberTAN Technology Inc.
2025 Earnings Distribution List
Unit: NTD
| 2025 current net profit $222,054,848 |
132,524,191 (13,252,419) (243,273,300) (124,001,528) 124,001,528 0 0 0 |
|---|---|
| Add:Other comprehensive income for theyear 5,191,616 |
|
| Less:Disposal of equity instrument | |
| measured at fair value through |
|
| other comprehensive income (24,432,597) |
|
| Less: Transfer of treasury shares (44,119,297) |
|
| Less: Disposal of investments accounted for usingthe equitymethod (26,170,379) |
|
| Total of the current net loss plus items other than the current net loss |
|
| Less: Allocated legal reserve (10%) |
|
| special reserve (Note) |
|
| Earnings in 2025 available for distribution |
|
| Undistributed earnings from the previous year |
|
| Accumulated distributable earnings up to the end of 2025 |
|
| Distribution items: |
|
| Cash dividends (NTD 0 per share) |
|
| Undistributed earnings – end of period |
Note:In the current period, the Company was required by applicable regulations to set aside a corresponding special reserve of NT$569,501,478 for deductions from other equity. As the accumulated distributable earnings for the current period amounted to NT$243,273,300 and were insufficient to allow the full amount to be set aside, the Company set aside the special reserve in accordance with regulations only to the extent that the accumulated distributable earnings were reduced to NT$0.
Chairman: Gwong-Yih Lee Manager: Raoul Oyang Finance & Accounting Officer: Chiu-Ju Chen
31
June 27, 2023
Appendix 1
CyberTAN Technology Inc.
Rules of Procedure for Shareholders’ Meetings
-
Article 1 Except as otherwise specified by laws and regulations, the shareholders’ meeting of CyberTAN Technology Inc. (hereinafter referred to as CyberTan) shall be held in accordance with the Rules of Procedure for Shareholders’ Meetings.
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Article 2 Except as otherwise specified by laws and regulations, the Company’s shareholders’ meetings shall be convened by the Board of Directors. Changes to how the Company convenes its shareholders’ meetings shall be resolved by the Board of Directors no later than the mailing of the meeting notice.
The Company shall specify in the meeting notice the time and the place for accepting shareholders, solicitors, proxies (collectively the “Shareholders”) to check in along with other matters for attention.
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The time for accepting shareholders to check in as described in the preceding paragraph shall be at least 30 minutes prior to the time when the meeting commences; the place for accepting the check-in procedure shall be clearly marked, and a sufficient number of suitable personnel shall be assigned to handle relevant matters; for a virtual shareholders’ meeting, shareholders shall check in on the virtual shareholders’ meeting platform 30 minutes prior to the time when the meeting commences, and those who complete the check-in procedure shall be deemed attending the shareholders’ meeting in person. In the event of a virtual shareholders’ meeting, the Company shall upload the agenda handbook, annual report and other relevant materials to the virtual shareholders’ meeting platform 30 minutes prior to the time when the meeting commences and keep them disclosed until the conclusion of the meeting.
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Article 3 The venue for a shareholders’ meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for convention of shareholders’ meetings. The meeting may begin no earlier than 9 am and no later than 3 pm.
The restrictions on the meeting place in the preceding paragraph shall not apply when the Company convenes a virtual shareholders’ meeting.
- Article 4 The Chairman shall preside over the shareholders’ meeting.
In case the Chairman is on leave or cannot be present for whatever reasons, he/she shall designate one of the directors to act on his/her behalf; in the absence of such designation, the directors shall elect from among themselves an acting chairman.
Where a shareholders’ meeting is convened by another authorized convener other than the Board of Directors, such meeting shall be chaired by that
32
convener. In the event that there are two or more conveners, one shall be elected from among themselves to chair the meeting. Article 5 All the shareholders of the Company shall attend the shareholders’ meeting personally. Any shareholder who cannot attend the shareholders’ meeting in person shall use the letter of attorney issued by the Company and specify the scope of authorization for appointing a proxy to attend the meeting.
- Except for trust enterprises or stock agencies approved by the competent authority, when a person acts as the proxy for two or more shareholders, the number of voting powers represented by him/her shall not exceed 3% of the total number of the issued voting shares. Otherwise, the portion of excessive voting power shall not be counted.
One shareholder shall only issue one letter of attorney and appoint one proxy. The letter of attorney shall be delivered to the Company no later than five days prior to the shareholders’ meeting date. In case any letter of attorney is delivered repeatedly, the first one delivered to the Company shall prevail. However, this is not applicable if the previous authorization has been declared for revocation.
-
Article 6 Shareholders or proxies shall carry out the sign-in procedure to attend a shareholders’ meeting. The procedure is conducted via the sign-in card. The number of shares represented by the shareholders attending the meeting shall be based on the sign-in cards handed in and the shares checked in on the virtual meeting platform plus the votes representing the shares cast in writing or by electronic means.
-
Article 7 Presence and voting at the Company’s shareholders’ meetings shall be calculated based on the number of shares.
-
Article 8 The chairperson shall immediately declare the meeting open when the scheduled time is due and the attending shareholders represent a majority of the total number of outstanding shares. The chairperson may announce a postponement of the meeting if the shares present at the meeting do not constitute a quorum. No more than two postponements are allowed, and the total postponed time of such postponements shall not exceed one hour. Where the attending shareholders still represent less than one-third of the total number of outstanding shares after two postponements, the chairperson may declare that the meeting is failed to be convened. In the event of a virtual shareholders’ meeting, the Company shall also declare that the meeting is failed to be convened on the virtual shareholders’ meeting platform. However, if the attending shareholders represent one-third or more of the total number of outstanding shares, a tentative resolution may be adopted by a majority vote of the attending shareholders, and a notice of such tentative resolution and reconvention of a shareholders’ meeting within one month shall be given to each
33
shareholder. In the event of a virtual shareholders’ meeting, shareholders who intend to attend the meeting online shall re-register with the Company. After the tentative resolution is adopted according to the procedure in the preceding paragraph, if the attending shareholders constitute a majority of the total number of outstanding shares prior to conclusion of the meeting, the chairperson may resubmit the tentative resolution to the shareholders’ meeting for resolution pursuant to Article 174 of the Company Act.
-
Article 9 Each share held by the Company’s shareholders is entitled to one voting right except for those whose rights are restricted and those which shall have no voting rights pursuant to Paragraph 2, Article 179 of the Company Act.
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Article 10 The Company may appoint the retained attorney(s), certified public accountant(s) or relevant personnel to participate in a shareholders’ meeting. The personnel administering the shareholders’ meeting shall wear ID badges or badges.
-
Article 11 The Company shall make audiovisual recording of the whole proceedings of shareholders’ meetings and retain the same 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 conclusion of the lawsuit.
-
In the event of a virtual shareholders’ meeting, the Company shall record and retain shareholders’ registration, enrollment, check-in, questions raised, votes cast and results of votes counted by the Company, and make audiovisual recording of the whole proceedings of the virtual meeting and provide it to the party appointed to handle virtual meeting matters in order to have it properly retained during the life of the Company.
-
Article 12 The agenda of the shareholders’ meeting shall be set by the Board of Directors and the meeting shall proceed in the order set in the agenda, which may not be changed without a resolution of the shareholders’ meeting.
-
The provision set forth under the preceding paragraph is applicable, mutatis mutandis, to a shareholders’ meeting that is convened by a convener other than the Board of Directors.
-
The Chairman may not announce the adjournment until a resolution is reached with regard to the agenda (including impromptu motions) arranged in accordance with the preceding two paragraphs. Where the Chairman has announced the adjournment without justifiable reasons, the shareholders present at the meeting and representing a majority of the voting rights may elect a chairman to continue the meeting.
-
After the meeting is adjourned, shareholders cannot elect another chairman or seek another venue for continuation of the meeting.
-
Article 13 Before making a speech, the attending shareholders or proxies must fill out and submit the speech memo stating the purpose of the speech, the shareholder
34
account number or attendance card number, and the account name for the Chairman to determine the order of speakers.
The attending shareholders or proxies who have submitted a speech memo but do not speak shall be deemed to have not spoken. In case the contents of the speech delivered are irrelevant with the contents in the speech memo, the former shall prevail.
When a shareholder has the floor, all other shareholders shall not interfere unless at the consent of the Chairman or the shareholder who holds the floor. Any unrestrained action shall be discouraged by the Chairman.
Article 14 In the event of a virtual shareholders’ meeting, before the chairperson declares the meeting adjourned, if the virtual meeting platform or participation in the meeting online has been obstructed due to natural disasters, accidents or other force majeure events for more than 30 minutes, the meeting shall be postponed to or resumed on another date within 5 days, and Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the original shareholders’ meeting online may not participate in the postponed or resumed meeting.
For a meeting to be postponed or resumed pursuant to the first paragraph, the number of shares present and voting rights and rights of election exercised by the shareholders, who have registered to participate in the original shareholders’ meeting online and have completed the check-in procedure but do not attend the postponed or resumed meeting, shall be counted in the total number of shares, number of voting rights and number of rights of election represented at the postponed or resumed meeting.
During a postponed or resumed meeting held pursuant to the first paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results or list of elected directors have been announced.
When the Company convenes a hybrid shareholders’ meeting and the virtual meeting cannot continue as described in first paragraph, if the total number of shares present at the meeting, after deducting those shares represented by the shareholders attending the shareholders’ meeting online, still meets the quorum for convening a shareholders’ meeting, the shareholders’ meeting shall continue without postponing or resuming the same pursuant to the first paragraph.
For a meeting to continue as described in the preceding paragraph, the shares represented by the shareholders participating in the shareholders’ meeting online shall be counted in the total number of shares represented by the shareholders present at the meeting; provided, however, that those
35
shareholders shall be deemed waiving voting rights on all proposals in the meeting agenda of that shareholders’ meeting.
Article 15 Unless approved by the chairperson, a shareholder or a proxy may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
If a shareholder’s speech violates the provision in the preceding paragraph or is beyond the scope of the subject, the chairperson may prevent the shareholder from speaking.
In the event of a virtual shareholders’ meeting, shareholders participating in the meeting online may raise questions in writing on the virtual shareholders’ meeting platform from the time the chairperson declares the meeting open until the time the chairperson declares the meeting adjourned. No more than two questions are allowed on the same proposal. Each question is limited to no more than 200 words. Paragraphs 1 and 2, Article 13 and Paragraph 2, Article 16 shall not apply.
-
Article 16 Where a shareholder is a government or an entity, its representative is not limited to one person. Where an entity is appointed as a proxy to attend a shareholders’ meeting, it may appoint only one representative to the meeting. Where a corporate shareholder appoints two or more representatives to a shareholders’ meeting, only one representative may speak on the same proposal.
-
Article 17 After a shareholder present at the meeting completes the speech, the Chairman may respond either in person or through a relevant person designated.
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Article 18 The Chairman may announce to stop of discussion on an issue and put it to voting when finding the issue is ready for balloting.
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Article 19 The ballot monitoring and counting staff for a voting or election process shall be appointed by the Chairman. A monitor shall be appointed only out of shareholders.
-
The voting result shall be made known on-site immediately and recorded in writing.
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Article 20 When a meeting is in progress, the chairperson may consider the time and announce a break. If a force majeure event occurs, the chairperson may decide that the meeting is temporarily suspended and announce another time to resume the meeting depending on the circumstances.
-
Before the scheduled agenda (including extempore motions) is concluded, if the meeting venue is no longer available for continued use, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders’ meeting to postpone or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
-
Article 21 Except as otherwise specified in the Company Act and the Company’s Articles of Incorporation, the decision of an issue shall be resolved by a
36
majority vote in the meeting that is attended by shareholders who represent a majority of the total issued shares.
-
Article 22 Where a proposal has an amendment or an alternative, the chairperson shall decide the order of voting along with the original proposal.
-
In the event that one of the proposal together with its amendment/alternative is adopted, the others are deemed to be rejected without further voting. When the Company convenes a virtual shareholders’ meeting, shareholders participating in the meeting online shall cast votes on proposals and elections on the virtual meeting platform after the chairperson declares the meeting open and complete the same before the chairperson declares that the voting session ends. Shareholders who cast votes beyond the time limit shall be deemed waiving voting rights.
-
In the event of a virtual shareholders’ meeting, votes shall be counted at once after the chairperson declares that the voting session ends, and results of votes and elections shall be announced and disclosed on the virtual shareholders’ meeting platform.
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Article 23 The Chairman may instruct the marshals or security guards to maintain the order of the meeting. The marshals or security guards at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal.”
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Article 24 The matters that are not specified in the Rules shall be subject to the Company Act, the Articles of Incorporation of the Company.
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Article 25 These Rules shall come into enforcement upon adoption at the shareholders’ meeting.
37
Appendix 2
CyberTAN Technology Inc.
Articles of Incorporation
Chapter 1 General Provisions
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Article 1: The Company is incorporated in accordance with the Company Act and titled
建漢科技股份有限公司or CyberTAN Technology Inc. in English. -
Article 2: CyberTAN’s business services are as follows:
-
CC01060 Wired Communication Equipment and Apparatus Manufacturing.
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CC01080 Electronics Components Manufacturing.
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CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing (radio transceiver only).
-
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import (radio transceiver only).
-
CC01110 Computer and Peripheral Equipment Manufacturing.
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CC01120 Data Storage Media Manufacturing and Duplicating.
-
CC01070 Telecommunication Equipment and Apparatus Manufacturing.
-
F401010 International Trade.
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I301010 Software Design Services.
-
Research, development, production, manufacturing and sale of the following products:
-
(1) Broadband Internet router/gateway
-
(2) Virtual private network
-
(3) Firewall
-
(4) Layer 3/Layer 4 switch
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(5) Wired high-end broadband network security router
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(6) Wireless high-end broadband network security router
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(7) Network service matching platform
-
Article 2-1: External investment of the Company is not subject to Article 13 of the Company Act.
-
Article 3: The Company has its headquarters located in the Hsinchu Science Park and, if necessary, branches can be established domestically or overseas subject to the approval of the competent authority and resolution at the Board of Directors meeting.
-
Article 4: CyberTAN may make external endorsement and guarantees for business needs.
Chapter 2 Shares
- Article 5: The total capital of CyberTAN shall be NT$5 billion, divided into 500 million shares at NT$10 per share. The Board of Directors shall be
38
authorized to issue unissued shares in tranches. An amount of NT$140 million shall be reserved from the total capital under the preceding paragraph for the issuance of employees’ stock warrants in a total of 14 million shares, which may be issued in tranches subject to a resolution of the Board of Directors. Where CyberTAN may repurchase its shares in accordance with the law, the Board of Directors may be authorized to issue the shares in tranches.
-
CyberTAN may, subject to approval by at least two-thirds of the voting rights of the shareholders attending a shareholders’ meeting with the attendance of shareholders representing a majority of the total outstanding shares, assign treasury stocks to employees at a price lower than the actual average price of the repurchased shares or issue employees’ stock warrants at a subscription price lower than the closing price on the date of their issuance.
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Article 5-1: The recipients of repurchased shares assigned by CyberTAN to employees, the recipients of employees’ stock warrants issued, the subscribers of new shares issued from capital increase and reserved for subscription by employees, and the recipients of restricted stock awards issued to employees may include the employees of any controlled or subordinate company who have met certain requirements.
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Article 6: CyberTAN’s stock affairs are processed in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” and other relevant laws and regulations.
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Article 7: The stocks of the Company are registered. They shall be signed by or affixed with the stamps of the directors as the representatives of the Company. The stocks may be issued only after being authenticated in accordance with relevant laws. Shares of the Company may be issued without printing physical stock certificates. In this case, the Company shall register with a centralized securities depository enterprise.
-
Article 8: Any share transfer shall be suspended within 60 days prior to a regular shareholders’ meeting, or within 30 days prior to a special shareholders’ meeting, or within 5 days prior to the dividend or bonus announcement day or the day on which other benefits are released.
Chapter 3 Shareholders’ Meeting
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Article 9: Shareholders’ meetings may convene in regular sessions or special sessions. Regular sessions are usually convened once a year within six months after the end of each fiscal year. Special sessions may be convened whenever necessary.
-
CyberTAN may convene a shareholders’ meeting via video conference or in any other method published by the central competent authority. Where the competent securities authority has otherwise provided for the required criteria, procedures and other requirements for convening a shareholders’ meeting via video conference, such provisions shall prevail.
39
-
Article 10: Where any shareholder cannot attend the shareholders’ meeting in person, such shareholder may use the letter of attorney issued by the Company and indicate the scope of authorization for appointment of a proxy to attend the meeting. In addition to Article 177 of the Company Act, shareholders using proxies for attendance at a shareholders’ meeting shall follow the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.
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Article 11: Shareholders are entitled to one voting right for per share except those who are under restriction or do not have voting rights as specified in the Company Act.
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Article 11-1: Shareholders’ meetings are convened by the Board of Directors, and the Chairman shall preside over the meeting. Where the Chairman is absent, Article 208 of the Company Act shall apply. Where a shareholders’ meeting is convened by another authorized convener other than the Board of Directors, the meeting shall be chaired by that convener. In the event that there are two or more authorized conveners, one shall be elected from among themselves to chair the meeting.
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Article 12: Resolutions at a shareholders’ meeting shall, unless otherwise specified in the Company Act, be adopted by a majority vote of the shareholders present at the meeting and representing more than one-half of the total number of voting shares.
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Article 12-1: All the resolutions of the shareholders’ meeting shall be recorded in the minutes, signed by or affixed with the stamp of the Chairman. The minutes shall be released to all the shareholders within 20 days after the meeting. The preparation and distribution of the minutes may be carried out electronically. The minutes may be uploaded to the MOPS in lieu of the distribution referred to in the preceding paragraph. The matters to be recorded in the minutes and their retention period shall be subject to Article 183 of the Company Act.
Chapter 4 Board of Directors and Audit Committee
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Article 13: The Company shall have 5 to 9 directors and at least 3 of them independent directors who shall constitute at least one-third of the total seats of directors. The nomination of candidates system shall be used for the election of directors, and the directors shall be appointed at the shareholders’ meeting from the list of the candidates. The directors shall have a service term of three years and may renew their term of office through reelection.
-
CyberTAN has established the Audit Committee comprised of all independent directors.
The total number of inscribed stocks held aggregately by all the directors is subject to the regulations of the authority in charge of securities exchange.
40
-
CyberTAN shall take out liability insurance for the directors against their legal compensation responsibility within the scope of their duties.
-
Article 13-1: In case election of new directors cannot be effected in time after expiration of the term of office of existing directors, this term of office may be extended until the new directors elected have assumed their office as directors. However, the competent authority may order, ex officio, the company to conduct the re-election of supervisors within a given time limit. If election of new supervisors is still not effected, the existing supervisors shall be discharged, ipso facto, upon expiry of the time limit specified by the competent authority.
-
Article 13-2: Where the number of vacancies in the Board of Directors reaches one third of the director positions, the Board of Directors shall, within 60 days, hold a special shareholders’ meeting to elect succeeding directors to fill the vacancies.
-
Article 14: The Board of Directors is comprised of directors. It shall elect a chairman from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect in the same manner a vice chairman depending on the business needs. The Chairman shall represent the company externally. The Board of Directors may set up audit, nomination, remuneration or other functional committees.
-
Article 15: In the absence of the Chairman or the Chairman is unable to perform its duties for whatever reasons, Article 208 of the Company shall apply to the appointment of the proxy for the Chairman.
-
Article 15-1: Discussion of issues at the Board of Directors meeting must be documented in the minutes signed by or affixed with the stamp of the Chairman. They shall be distributed to the board directors within 20 days after the meeting. The essentials and results of the meeting should be recorded in the minutes. The minutes, attendance register and proxies should be retained in the Company.
-
Article 15-2: The director who is not in the position to attend a Board of Directors meeting may issue a letter of attorney and appoint another director to attend the meeting. Each director may only accept the appointment of one director.
-
Article 15-3: The Board of Directors meeting shall be convened with reasons, and a meeting notice shall be sent to each director seven days in advance. However, a Board of Directors meeting may be held at any time in case of emergency. The meeting notice may be sent by email or fax.
-
Article 16: The Board of Directors is authorized to decide the level of remuneration to directors based on their individual involvement in and contribution to the operation of the Company and with reference to the peer level.
Chapter 5 Managerial Officer
41
- Article 17: CyberTAN may appoint one or a number of persons to the positions of Chief Executive Officer and President, respectively. Their appointment, discharge and remuneration shall be subject to Article 29 of the Company Act.
Chapter 6 Accounting Policy
-
Article 18: CyberTAN’s Board of Directors shall compile the following accounting books at the end of the fiscal year and submit them to the annual shareholders’ meeting for ratification.
-
Business Report.
-
Financial Statements.
-
Proposal for Earnings Distribution or Loss Off-setting.
Article 19: Deleted
-
Article 20: Where the Company records a profit in a year, it shall allocate no less than 6% thereof as the remuneration for employees, and shall further allocate no less than 25% of the total amount actually allocated as the remuneration for employees as the remuneration for junior employees. The remuneration for employees shall be distributed in shares or cash subject to a resolution of the Board of Directors. The recipients of such remuneration may include the employees of any controlled or subordinate company who have met certain requirements. Any proposal for distribution of the remuneration for employees shall be submitted in a report to a shareholders’ meeting.
-
However, earnings must first be used to offset cumulative losses, if any, before being distributed to the employees and directors as their remuneration at the percentage mentioned above.
-
Article 20-1: If the Company has profit at the year’s final accounting, it shall first be used to pay the income tax and make up any cumulative losses in accordance with laws, and 10% of the balance shall be appropriated as legal reserve, unless the existing legal reserve reaches the amount of the Company’s paid-in capital. The rest of the balance shall be used for provision/reversal of special reserves pursuant to laws. The residual balance, if any, shall be added to cumulative undistributed earnings. The Board of Directors shall draft a motion for allocation of the residual balance plus the undistributed earnings, and submit the same to the shareholders’ meeting to resolve whether shareholder bonus shall be distributed.
-
CyberTAN authorizes the Board of Directors to make a resolution with respect to payment of all or part of the distributable dividends, bonuses, capital reserves or legal reserves in cash by a majority vote at a meeting attended by over two-thirds of the directors and report such payment to the shareholders’ meeting without being subject to the resolution of the shareholders’ meeting referred to in the preceding paragraph.
42
CyberTAN is currently at the growth stage. Its policy for distribution of bonuses to shareholders must be based on the current and future investment environment, funding needs, domestic and international competition, capital budget and other factors, and must take into account shareholders’ interests and CyberTAN’s long-term financial plan. Bonuses to shareholders shall be allocated from the accumulated distributable earnings and shall be no less than 15% of the distributable earnings of the current year. No distribution is required if the distributable earnings of the current year are less than 3% of the paidin capital. Cash dividends shall account for no less than 10% of the bonuses to shareholders.
Chapter 7 Supplementary Provisions
-
Article 21: Matters that are not specified in the Articles of Incorporation are subject to the Company Act.
-
Article 22: The Articles of Incorporation were stipulated on May 13, 1998. The 1st amendment was on November 18, 1998. The 2nd amendment was on September 15, 1999. The 3rd amendment was on June 10, 2000. The 4th amendment was on December 6, 2000. The 5th amendment was on February 21, 2001. The 6th amendment was on May 31, 2001. The 7th amendment was on May 21, 2002. The 8th amendment was on May 16, 2003. The 9th amendment was on May 12, 2004. The 10th amendment was on June 14, 2005. The 11th amendment was on January 20, 2006. The 12th amendment was on June 15, 2006. The 13th amendment was on June 15, 2007. The 14th amendment was on June 13, 2008. The 15th amendment was on June 16, 2009. The 16th amendment was on June 25, 2010. The 17th amendment was on June 18, 2012. The 18th amendment was on June 19, 2013. The 19th amendment was on June 27, 2014. The 20th amendment was on June 22, 2015. The 21st amendment was on June 27, 2016. The 22nd amendment was on June 21, 2019. The 23nd amendment was on June 24, 2022. The 24nd amendment was on May 29, 2025.
CyberTAN Technology Inc. Chairman: Gwong-Yih Lee
43
Appendix 3
CyberTAN Technology Inc.
Shareholding Information of Directors
-
As of March 30, 2026, the book closure starting date, total shares issued are 330,091,818 common shares,and the minimum shareholding of all the directors pursuant to Article 26 of Securities and Exchange Act shall be 13,203,672 shares.
-
As more than one half of the Company’s directors are independent directors, and the Company has established the Audit Committee, the minimum shareholding requirements for directors and supervisors do not apply.
Date: March 30, 2026
| Date: March 30,2026 | ||
|---|---|---|
| Title | Shareholder Account Title | Number of Shares Held |
| Chairman | Gwong-Yih Lee | 3,140,000 shares(Note) |
| Director | Foxconn Technology Co., Ltd:Deaxy Wang | 10,035,348 shares |
| Director | Foxconn Technology Co., Ltd:Raoul Oyang | 10,035,348 shares |
| Independent Director |
Grace Lee | 0 shares |
| Independent Director |
Hui-Chun Liu | 0 shares |
| Independent Director |
Judy Y.C. Chang | 0 shares |
| Independent Director |
Hualin Chi | 0 shares |
| Total director shareholdings | 13,175,348 shares |
Note: Including the number of shares retained in trust with the right to discretionary use.
44