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ECV — AGM Information 2026
May 12, 2026
52610_rns_2026-05-12_25393390-b6f9-414d-bf68-e6dfa02d9fa7.pdf
AGM Information
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Stock Code: 6689

eCloudvalley Digital Technology Co., Ltd.
2026
Annual Shareholders’ Meeting Meeting Agenda (Translation)
Time: 9:00 a.m., Friday, June 12, 2026
Location: 4F, No. 6, Longmen Rd., Sanchong Dist., New Taipei City
(Pengyuan Restaurant)
Table of Contents
I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
1. Matters to Report ... 3
2. Matters to Acknowledge ... 5
3. Matters for Discussion ... 6
4. Extemporary Motions ... 6
5. Adjournment ... 6
III. Attachment ... 7
[Attachment 1] 2025 Business Report ... 7
[Attachment 2] Independent Auditors' Report and 2025 Financial Statements ... 11
[Attachment 3] 2025 Audit Committee’s Review Report ... 27
[Attachment 4] Comparison Table of the Amendments to the “Ethical Corporate Management Best Practice Principles” ... 28
[Attachment 5] Comparison Table of the Amendments to the “Procedures for Ethical Management and Guidelines for Conduct” ... 31
[Attachment 6] 2025 Earnings Distribution Table ... 44
[Attachment 7] Concurrent Positions of Director (including Independent Director) ... 45
IV. Appendix ... 46
[Appendix 1] Articles of Incorporation ... 46
[Appendix 2] Rules of Procedure for Shareholders’ Meetings ... 52
[Appendix 3] Ethical Corporate Management Best Practice Principles ... 64
[Appendix 4] Procedures for Ethical Management and Guidelines for Conduct ... 71
[Appendix 5] Directors’ Shareholding Status ... 78
[Appendix 6] Other Explanatory Information ... 79
I. Meeting Procedure
eCloudvalley Digital Technology Co., Ltd.
2026 Annual Shareholders’ Meeting
- Call the Meeting to Order
- Chairman’s Address
- Matters to Report
- Matters to Acknowledge
- Matters for Discussion
- Extemporary Motions
- Adjournment
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II. Meeting Agenda
eCloudvalley Digital Technology Co., Ltd.
2026 Annual Shareholders’ Meeting
Convening Method: Video-assisted shareholders' meeting (physical shareholders' meeting with video assistance)
Time: 9:00 a.m., Friday, June 12, 2026
Location: 4F, No. 6, Longmen Rd., Sanchong Dist., New Taipei City (Pengyuan Restaurant)
Video Conference Platform: Taiwan Depository & Clearing Corporation "Shareholder e-Service - Shareholders' Meeting Video Conference Platform" (URL: https://stockservices.tdcc.com.tw)
- Call the Meeting to Order
- Chairman’s Address
- Matters to Report
(1) The Company's 2025 Business Report.
(2) Audit Committee’s Review Report on the 2025 Financial Statements.
(3) Report on the 2025 Distribution of Employee and Director Remuneration.
(4) Report on the Distribution of Cash Dividends from the Company's 2025 Earnings.
(5) Amendments to the Company's "Ethical Corporate Management Best Practice Principles" and "Procedures for Ethical Management and Guidelines for Conduct". - Matters to Acknowledge
(1) The Company’s 2025 Business Report and Financial Statements.
(2) The Company's 2025 Earnings Distribution Proposal. - Matters for Discussion
(1) Proposal for Lifting the Non-Competition Restriction on Directors. - Extemporary Motions
- Adjournment
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1. Matters to Report
Case 1
Subject: The Company’s 2025 Business Report is hereby submitted for review.
Explanatory Notes: For the Company's 2025 business report, please refer to Attachment 1 of this handbook (pages 7–10).
Case 2
Subject: The Audit Committee’s Review Report on the Company's 2025 Financial Statements is hereby submitted for review.
Explanatory Notes: For the Audit Committee review report, please refer to Attachment 3 of this handbook (page 27).
Case 3
Subject: The Company’s report on the 2025 Distribution of Employee and Director Remuneration is hereby submitted for review.
Explanatory Notes:
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In accordance with Article 22 of the Company’s Articles of Incorporation, if the Company makes a profit, it shall contribute no less than 5% as remuneration to employees and no more than 5% as remuneration to directors. However, when there are accumulated losses, the Company shall retain the amount to offset the loss in advance.
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The Company intends to distribute cash remuneration to employees in the amount of NT$8,637,657 and cash remuneration to directors in the amount of NT$1,050,000.
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There is no difference between the above resolution and the expense amount recognized in 2025.
Case 4
Subject: Report on the distribution of cash dividends from the Company's 2025 earnings is hereby submitted for review.
Explanatory Notes:
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In accordance with Article 23 of the Company's Articles of Incorporation, the Board of Directors is authorized to resolve the distribution of shareholders' dividends of NT$136,000,000 (cash dividend of NT$2.0 per share).
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The cash dividends for shareholders in this distribution will be calculated to the nearest NT dollar (rounded down), And the total of fractional amounts less than NT$1 shall be recognized as other income of the Company. The Chairman is authorized to determine the ex-dividend date and other related matters for the distribution.
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If there are subsequent changes in the number of the Company's outstanding shares, resulting in changes to the dividend ratio that require adjustment, the Chairman is authorized to handle such matters at their full discretion within the scope of the distribution amount.
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In the event that the relevant distribution is required to be changed by law or approved by the competent authorities, the Chairman is authorized to handle the matter at his full discretion.
Case 5
Subject: Amendments to the Company's "Ethical Corporate Management Best Practice Principles" and "Procedures for Ethical Management and Guidelines for Conduct" is hereby submitted for review.
Explanatory Notes:
To comply with the Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies issued by the Taiwan Stock Exchange, implement corporate governance, and facilitate the Company's operations, certain provisions of the Company's "Ethical Corporate Management Best Practice Principles" and "Procedures for Ethical Management and Guidelines for Conduct" have been amended. For the comparison table of the amended provisions, please refer to Attachment 4 and Attachment 5 of this handbook (pages 28–43).
2. Matters to Acknowledge
Case 1 (Proposed by the Board of Directors)
Subject: The Company's 2025 Business Report and Financial Statements is hereby submitted for acknowledgement.
Explanatory Notes:
(1). The Company’s 2025 Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee.
(2). For the above-mentioned statements and reports, please refer to Attachments 1–3 of this handbook (pages 7–27).
Resolution:
Case 2 (Proposed by the Board of Directors)
Subject: The Company's 2025 Earnings Distribution Proposal is hereby submitted for acknowledgement.
Explanatory Notes:
(1) The Company's beginning balance for 2025 was NT$87,219,803 (same currency hereafter). After adding the 2025 net profit of NT$156,508,238 and remeasurements of defined benefit plans of NT$20,711, and deducting the legal reserve of NT$15,652,895, the distributable earnings at the end of the period were NT$228,095,857.
(2) For the Company's 2025 Earnings Distribution Table, please refer to Attachment 6 of this handbook (page 44).
Resolution:
3. Matters for Discussion
Case 1 (Proposed by the Board of Directors)
Subject: Proposal for Lifting the Non-Competition Restriction on Directors, submitted for resolution.
Explanatory Notes:
(1) Pursuant to Article 209 of the Company Act, a director who, for their own account or that of another person, engages in any business that is within the scope of the Company's business, shall explain the material details of such act to the shareholders' meeting and obtain its approval.
(2) In order to leverage the expertise and relevant experience of the Company's directors, and provided that there is no detriment to the Company's interests, it is proposed that the annual general shareholders' meeting approve the release of directors and their representatives from the non-compete restrictions during their term of office. For details on the concurrent positions held by directors (including independent directors) for which such restrictions are to be lifted, please refer to Attachment 7 of this handbook (page 45).
Resolution:
4. Extemporary Motions
5. Adjournment
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III. Attachment
【Attachment 1】2025 Business Report
- Introduction
2025 is the inaugural year of AI for eCloudvalley. We have not only developed and implemented AI agents within the Group to optimize operational processes and decision-making efficiency, but also actively provide customer-oriented AI technical consulting and implementation services, striving to become the preferred transformation partner for enterprises entering the AI era. According to Gartner’s updated "Forecast: Public Cloud Services, Worldwide, 2023–2029" released on Q3 2025, driven by the accelerated demand for AI integration, the global public cloud services market is expected to reach a year-over-year growth rate of 21.3% in 2026 and expand to a scale of USD 1.48 trillion by 2029. In addition, the "Worldwide Software and Public Cloud Services Spending Guide" released by IDC (International Data Corporation) in August 2025 also pointed out that, fueled by AI integration and comprehensive upgrades in digital infrastructure, the public cloud services market in the Asia-Pacific region will grow from USD 53 billion in 2024 to USD 131 billion in 2029 at a compound annual growth rate (CAGR) of 19.8%.
The rise of Generative AI (GenAI) has ignited a global artificial intelligence craze. Tech giants have successively launched AI services centered on large language models (LLM). With the maturation of large language model technology, AI has evolved from simply responding to instructions into AI agents capable of understanding context, planning workflows, and autonomously executing tasks. This shift not only reshapes corporate work models but also significantly enhances productivity and decision-making quality. According to Gartner's projections, as corporate digital transformation deepens, agentic AI will evolve from personal productivity tools into the core architecture of enterprise applications. By 2035, agentic AI is expected to contribute more than 30% of enterprise application software revenue, with a market size reaching USD 450 billion, compared to only approximately 2% in 2025. In addition, approximately 40% of enterprise applications will integrate task-specific AI agents by the end of 2026, compared to less than 5% in 2025.
Therefore, 2025 can be regarded as an important watershed for the cloud industry as it officially moves from "digital transformation" toward being "AI-native." Cloud infrastructure expenditure is no longer merely a part of traditional IT cost centers, but has transformed into a strategic investment for enterprises to enhance core competitiveness, optimize operational efficiency, and accelerate innovation momentum. The purpose of corporate investment in the cloud has evolved from infrastructure construction to the creation of a critical operational platform capable of supporting AI applications and data-driven decision-making.
Amid the global impact of Trump's tariff policies and exchange rate fluctuations, eCloudvalley remains committed to its established development strategy, continues to optimize its customer structure, and is accelerating the research, development, and market deployment of AI and cybersecurity products. The Company's operational focus is centered on AI-driven transformation and the promotion of high-value-added service development, enhancing overall service value and profitability quality through technical capability upgrades and the deepening of solutions. At the same time, by strengthening the operational structure and risk control mechanisms, the organization's resilience and long-term competitive advantages will be further enhanced, demonstrating stable and sustainable growth in management capabilities.
Our investments in the fields of AI and cybersecurity are also gradually bearing fruit. In February 2026, eCloudvalley was awarded the AI Innovation Top 100 Silver Award by Business Weekly; at
the same time, the Company also successfully passed the AWS MSP Partner three-year evaluation. This certification is of even greater strategic significance, particularly as it follows the official launch of AWS's Taiwan data center in June 2025.
eCloudvalley continues to be committed to providing professional edge-to-cloud services for enterprises, covering MSP Managed Service, MSSP cybersecurity Managed Service, AI Agent application development, cloud migration, and cloud cost optimization, establishing a complete enterprise-grade AI solution ecosystem to assist customers in securing a competitive advantage in the AI era.
2. 2025 Operation Performance Overview
(1) Financial Performance (Profitability Explanation)
The consolidated revenue for 2025 was NT$12.48 billion, with a gross profit of NT$1,306 million, operating income of NT$90 million, net income of NT$140 million, and basic earnings per share of NT$2.31. Overall, the global economic environment in 2025 faces uncertainties such as the impact of Trump's tariff policies and exchange rate fluctuations; furthermore, the Company's active investment of resources in new market expansion and R&D innovation for new products has driven a phased increase in operating costs, and certain investments have yet to generate significant benefits in the current period, exerting certain pressure on short-term profitability. However, such strategic investments are necessary inputs for strengthening long-term competitive advantages and market positioning. Although short-term financial performance is under challenge, it is expected to gradually transform into future revenue momentum and a foundation for value creation, enhancing the Company's medium-to-long-term profitability quality and operational resilience.
Looking ahead to 2026, as demand for multi-cloud architecture, AI applications, and cloud cybersecurity continues to grow, the Company will leverage its multi-cloud integration advantages to further deepen its cloud technical capabilities and solution strengths, providing high-quality professional services to assist enterprises in accelerating digital and AI transformation, and further strengthening industrial competitiveness and operational robustness.
Unit: NT$ Thousand
| Year Item | 2025 | 2024 | Increase (Decrease) Change | ||
|---|---|---|---|---|---|
| Amount | % | ||||
| Financial income and expenditure | Operating revenue | 12,475,260 | 12,687,398 | (212,138) | (1.67%) |
| Gross profit | 1,306,432 | 1,358,889 | (52,457) | (3.86%) | |
| Net operating income | 92,382 | 84,969 | 7,413 | 8.72% | |
| Profit after tax | 135,929 | 118,312 | 17,617 | 14.89% |
Unit:%; NT$
| Year Items | 2025 | 2024 | |
|---|---|---|---|
| Financial structure | Debt to assets ratio (%) | 48 | 49 |
| Solvency | Current ratio (%) | 174 | 175 |
| Profitability | Return on equity (%) | 4 | 4 |
| Ratio of net profit before tax to paid-in capital (%) | 26 | 25 | |
| Net profit margin (%) | 1 | 1 | |
| Earnings per share (NT$) | 2.31 | 2.26 |
Note: The above calculation is based on the financial statements audited by CPAs using the International Financial Reporting Standards.
(2) eCloudvalley Passes AWS MSP Partner Three-Year Audit, Providing Excellent Cloud Managed Service
eCloudvalley (eCloudvalley), as a leading cloud service provider in Taiwan, successfully passed the triennial large-scale audit of the AWS Managed Service Provider (MSP) Partner Program in November 2025, once again demonstrating its exceptional strength in AWS cloud operations management, security, and innovative services.
eCloudvalley has obtained MSP competency certification since 2016, and further received the honor of AWS MSP Global Partner of the Year in 2024. As one of the few AWS partners with comprehensive service capabilities, eCloudvalley provides complete migration services from on-premises to the cloud, 5x8 and 7x24 full managed service, real-time incident response and automated infrastructure management, and advanced cloud cybersecurity protection, helping enterprises maximize operational efficiency while minimizing risk in the cloud.
This triennial evaluation covers a number of rigorous standards, covering not only fundamental indicators such as corporate operations and personnel governance, but also professional technical expertise in the AWS environment, including project management capabilities, degree of automation, and cloud security measures. Passing the assessment signifies that eCloudvalley not only meets the high standards of AWS, but can also effectively satisfy the cloud requirements of enterprise customers.
(3) eCloudvalley Wins "Silver Award" in Business Weekly's AI Innovation Top 100
Cloud service leading brand eCloudvalley participated in the Business Weekly AI Innovation Top 100 Competition. Among nearly 400 competition proposals and 134 medium-to-large enterprise entrants, the Company won the "Silver Award" in the Information and Communication Industry Digital Cloud category for its self-developed AI agent. This symbolizes the high level of recognition from the market and experts across various fields for eCloudvalley's achievements in AI, and also shows that AI empowerment is no longer just a slogan, but a key driver for continuous corporate growth.
To unleash employee potential and enable focus on strategic high-value work, eCloudvalley has comprehensively enhanced applications such as MSP (Managed Service Provider, cloud management service), MSSP (Managed Security Service Provider, cybersecurity management service), and KYC (Know Your Customer, corporate customer identity verification) with its independently developed AI agents, significantly improving operational processes and decision-making efficiency. These have also been further transformed into key products, creating measurable substantive value for customers while improving service quality, thereby successfully co-building an AI ecosystem.
The "human-machine collaboration" model has become the new normal for corporate operations. In the process of implementing AI, enterprises must not only accelerate the practical application of technology but also simultaneously strengthen the transformation of internal organizational culture to ensure that technology and systems progress in tandem. As AI extends from internal applications to external empowerment, it not only creates win-win value with customers but also demonstrates eCloudvalley's firm commitment to assisting customers in seizing forward-looking transformation opportunities within the rapidly changing cloud ecosystem.
(4) eCloudvalley Officially Authorized by Anthropic as a Distributor to Provide Enterprises with Claude LLM Solutions
As global market demand for AI solutions continues to grow, eCloudvalley is honored to announce that we have officially obtained authorization from Anthropic to become an AWS partner approved
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to sell Anthropic's Claude large language models through Amazon Bedrock. Effective immediately, eCloudvalley can provide corporate clients in Taiwan and Southeast Asia with the latest Claude large language models through Amazon Bedrock as the core technical foundation for AI application development. This partnership further completes eCloudvalley's generative AI application solutions portfolio.
According to eCloudvalley CEO Lin I, "Obtaining official authorization from Anthropic is a significant milestone for eCloudvalley and demonstrates our profound strength in the field of cloud AI applications." Through Amazon Bedrock and eCloudvalley cloud AI consulting and implementation services, enterprise customers do not need to invest substantial resources in building and maintaining AI infrastructure such as GPU clusters. They can directly adopt Anthropic's latest high-performance AI models, which significantly lowers the barrier to developing AI applications, assisting enterprises in rapidly launching generative AI applications within cloud environments and accelerating digital transformation.
3. Business Outlook
2026 Industry Outlook: From "Owning AI" to "Optimizing AI"
- AI Agent Mesh: Cloud architecture will evolve into a network capable of managing the collaborative work of multiple AI agents. This will be the key for enterprises to enhance productivity in 2026.
- Confidential Computing: To enable the use of generative AI while processing sensitive data, hardware-level encrypted computing will become a standard feature of cloud platforms.
eCloudvalley would like to thank all of our shareholders for their long-term support and encouragement. We will continue to uphold the spirit of integrity, professionalism, and customer-oriented services, while maintaining a mindset of learning and openness. We will keep focusing on transformation, technological developments and the implementation of risk control to strengthen our core competitiveness as we move toward sustainable operations and steady growth. At the same time, we will keep pace with evolving business models to live up to the expectations of our shareholders and the broader public.
Chairman: Tsai, Chia-Hung Managerial Officer: Lin, I Accounting Manager: Hsieh, Ming-Hung
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[Attachment 2] Independent Auditors’ Report and 2025 Financial Statements
- Independent Auditors’ Report and Consolidated Financial Statements
Independent Auditors’ Report
To the Board of Directors of eCloudvalley Digital Technology Co., Ltd.:
Opinion
We have audited the consolidated financial statements of eCloudvalley Digital Technology Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue Recognition of Information Service
Please refer to Note (4)(o) for accounting policies of revenue recognition and note (6)(s) for details of revenue, to the consolidated financial statements.
Description of the key audit matter:
The revenue of information services mainly comes from integrating cloud management services utilizing public cloud infrastructure, and is calculated based on data interfacing with heterogeneous systems. The Company sets up daily schedules to automatically import the data from supplier into the Management Platform. To ensure the completeness and accuracy of the imported data, the processes are regularly examined by application programs while exception reports will be further reviewed manually. The Management Platform calculates revenue based on the predetermined terms documented in the master file and generates bills and reports of clients. IT officers with special entitlement will upload the reports to the Enterprise Resource Planning system. Once the completeness of data is verified and posted by the accounting officer, the entries of operating revenue are then automatically generated.
Cloud management service is a modern business model, which generates a significant proportion of the Group's operating revenue and is subject to scrutiny from investors. Therefore, we have identified the revenue from cloud management services as one of the most significant in the audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included obtaining and inspecting whether the System and Organization Controls (SOC) report of service provider covers the service used by the Group, for evaluating the effectiveness of the internal control over the services provided; testing the application controls over the Management Platform; testing the effectiveness of design and implementation of internal control over revenue recognition; spot checking the consistency between the client sales information documented in master file and sales contracts; spot checking the consistency of amounts and objects and confirm between bills, voucher and collection documents, and testing the cash collection for the subsequent period.
Other Matter
eCloudvalley Digital Technology Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion with other matters paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
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Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kuo, Rou-Lan and Wu, Tsao-Jen.
KPMG
Taipei, Taiwan (Republic of China)
March 10, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
eCloudvalley Digital Technology Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (Note (6)(a)) | $ 1,320,383 | 22 | 1,631,085 | 26 | 2100 | Short-term borrowings (Notes (6)(m) and (6)(y)) | $ 76,000 | 1 | - | - |
| 1110 | Current financial assets at fair value through profit or loss (Note (6)(b)) | 117 | - | 70,077 | 1 | 2120 | Current financial liabilities at fair value through profit or loss (Note (6)(b)) | - | - | 53 | - |
| 1136 | Current financial assets at amortized cost (Note (6)(c)) | 977,185 | 16 | 593,336 | 10 | 2130 | Current contract liabilities (Note (6)(s)) | 525,782 | 9 | 587,584 | 9 |
| 1170 | Accounts receivable, net (Notes (6)(d) and (7)) | 1,898,199 | 32 | 2,167,505 | 34 | 2170 | Accounts payable (Note (7)) | 1,660,694 | 27 | 1,802,552 | 29 |
| 1200 | Other receivables, net (Notes (6)(e) and (7)) | 17,205 | - | 55,618 | 1 | 2200 | Other payables | 393,197 | 7 | 395,385 | 6 |
| 130X | Inventories (Note (6)(f)) | 58,954 | 1 | 51,954 | 1 | 2230 | Current tax liabilities (Note (6)(p)) | 24,758 | - | 30,040 | - |
| 1410 | Prepayments (Notes (6)(l) and (7)) | 592,341 | 10 | 654,312 | 10 | 2280 | Current lease liabilities (Notes (6)(n) and (6)(y)) | 31,785 | 1 | 48,276 | 1 |
| 1470 | Other current assets (Note (6)(l)) | 9,849 | - | 13,841 | - | 2322 | Long-term bank loans current portion (Notes (6)(m) and (6)(y)) | 13,946 | - | - | - |
| 4,874,233 | 81 | 5,237,728 | 83 | 2300 | Other current liabilities | 72,359 | 1 | 124,254 | 2 | ||
| Non-current assets: | 2,798,521 | 46 | 2,988,144 | 47 | |||||||
| 1551 | Investments accounted for using equity method (Note (6)(h)) | 34,852 | 1 | 38,063 | 1 | Non-current liabilities: | |||||
| 1600 | Property, plant and equipment (Note (6)(i)) | 6,350 | - | 14,105 | - | 2527 | Non-current contract liabilities (Note (6)(s)) | 19,427 | - | 20,740 | - |
| 1755 | Right-of-use assets (Note (6)(j)) | 70,774 | 1 | 73,083 | 1 | 2541 | Long-term bank loans (Notes (6)(m) and (6)(y)) | - | - | 33,467 | 1 |
| 1780 | Intangible assets (Note (6)(k)) | 485,333 | 8 | 518,683 | 8 | 2570 | Deferred tax liabilities (Note (6)(p)) | 562 | - | 548 | - |
| 1840 | Deferred tax assets (Note (6)(p)) | 15,549 | - | 11,529 | - | 2580 | Non-current lease liabilities (Notes (6)(n) and (6)(y)) | 41,560 | 1 | 28,487 | - |
| 1995 | Other non-current assets, others (Notes (6)(l) and (8)) | 565,797 | 9 | 426,588 | 7 | 2640 | Net defined benefit liability (Note (6)(o)) | 713 | - | 600 | - |
| 1,178,655 | 19 | 1,082,051 | 17 | 2645 | Guarantee deposits received | 31,127 | 1 | 33,830 | 1 | ||
| 93,389 | 2 | 117,672 | 2 | ||||||||
| Total liabilities | 2,891,910 | 48 | 3,105,816 | 49 | |||||||
| Equity attributable to owners of parent (Note (6)(q)): | |||||||||||
| 3110 | Ordinary share | 680,000 | 11 | 680,000 | 10 | ||||||
| 3200 | Capital surplus | 1,867,835 | 31 | 1,867,435 | 30 | ||||||
| 3300 | Retained earnings | 358,838 | 6 | 338,309 | 5 | ||||||
| 3400 | Other equity interest | 64,806 | 1 | 118,405 | 2 | ||||||
| 3500 | Treasury shares | (9,941) | - | (9,941) | - | ||||||
| Total equity attributable to owners of parent | 2,961,538 | 49 | 2,994,208 | 47 | |||||||
| 36XX | Non-controlling interests | 199,440 | 3 | 219,755 | 4 | ||||||
| Total equity | 3,160,978 | 52 | 3,213,963 | 51 | |||||||
| Total assets | $ 6,052,888 | 100 | 6,319,779 | 100 | Total liabilities and equity | $ 6,052,888 | 100 | 6,319,779 | 100 |
15
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
eCloudvalley Digital Technology Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes (6)(s) and (7)) | $ 12,475,260 | 100 | 12,687,398 | 100 |
| 5000 | Operating costs (Notes (6)(f) and (7)) | 11,168,828 | 90 | 11,328,509 | 89 |
| Gross profit from operation | 1,306,432 | 10 | 1,358,889 | 11 | |
| Operating expenses: (Note (6)(d)) | |||||
| 6100 | Selling expenses | 713,882 | 6 | 833,843 | 7 |
| 6200 | Administrative expenses | 346,379 | 3 | 315,906 | 2 |
| 6300 | Research and development expenses | 134,594 | 1 | 120,703 | 1 |
| 6450 | Expected credit losses on reversal of impairment losses | 19,195 | - | 3,468 | - |
| Total operating expenses | 1,214,050 | 10 | 1,273,920 | 10 | |
| Net operating income | 92,382 | - | 84,969 | 1 | |
| Non-operating income and expenses: (Note (6)(u)) | |||||
| 7100 | Interest income | 70,056 | 1 | 79,849 | 1 |
| 7010 | Other income | 21,213 | - | 7,611 | - |
| 7020 | Other gains and losses | 15,543 | - | (342) | - |
| 7050 | Financial costs | (5,758) | - | (4,172) | - |
| 7370 | Share of loss of associates and joint ventures accounted for using equity method (Note (6)(h)) | (18,193) | - | (937) | - |
| Total non-operating income and expenses | 82,861 | 1 | 82,009 | 1 | |
| 7900 | Profit before tax | 175,243 | 1 | 166,978 | 2 |
| 7950 | Less: Tax expenses (Note (6)(p)) | 39,314 | - | 48,666 | - |
| Profit | 135,929 | 1 | 118,312 | 2 | |
| Other comprehensive income: | |||||
| 8310 | Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | 26 | - | (1) | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (5) | - | - | - |
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | 21 | - | (1) | - | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | (53,335) | - | 99,808 | 1 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | (53,335) | - | 99,808 | 1 | |
| Other comprehensive income, net of income tax | (53,314) | - | 99,807 | 1 | |
| 8500 | Total comprehensive income | $ 82,615 | 1 | 218,119 | 3 |
| Profit attributable to: | |||||
| 8610 | Profit, attributable to owners of parent | $ 156,508 | 1 | 153,891 | 2 |
| 8620 | Profit, attributable to non-controlling interests | (20,579) | - | (35,579) | - |
| $ 135,929 | 1 | 118,312 | 2 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Comprehensive income, attributable to owners of parent | $ 102,930 | 1 | 253,520 | 3 |
| 8720 | Comprehensive income, attributable to non-controlling interests | (20,315) | - | (35,401) | - |
| $ 82,615 | 1 | 218,119 | 3 | ||
| Earnings per common share (expressed in dollars) (Note (6)(r)) | |||||
| Basic earnings per share (NT DOLLARS) | $ | 2.31 | 2.26 | ||
| Diluted earnings per share (NT DOLLARS) | $ | 2.30 | 2.26 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
eCloudvalley Digital Technology Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
| Equity Attributable to Owners of Parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Share | Capital Surplus | Retained Earnings | Other Equity Interest Exchange Differences on Translation of Foreign Financial Statements | Treasury Shares | Total Equity Attributable to Owners of Parent | Non-Controlling Interests | ||||
| Legal Reserve | Special Reserve | Unappropriated Retained Earnings | Treasury Shares | Total Equity | ||||||
| Balance at January 1, 2024 | $ 680,000 | 1,864,306 | 75,323 | - | 245,096 | 18,775 | (9,941) | 2,873,559 | 242,233 | 3,115,792 |
| Profit (loss) | - | - | - | - | 153,891 | - | - | 153,891 | (35,579) | 118,312 |
| Other comprehensive income | - | - | - | - | (1) | 99,630 | - | 99,629 | 178 | 99,807 |
| Comprehensive income | - | - | - | - | 153,890 | 99,630 | - | 253,520 | (35,401) | 218,119 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Appropriated legal reserve | - | - | 24,377 | - | (24,377) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (136,000) | - | - | (136,000) | - | (136,000) |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 400 | - | - | - | - | - | 400 | - | 400 |
| Changes in ownership interests in subsidiaries | - | 2,729 | - | - | - | - | - | 2,729 | (2,729) | - |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | 15,652 | 15,652 |
| Balance at December 31, 2024 | 680,000 | 1,867,435 | 99,700 | - | 238,609 | 118,405 | (9,941) | 2,994,208 | 219,755 | 3,213,963 |
| Profit (loss) | - | - | - | - | 156,508 | - | - | 156,508 | (20,579) | 135,929 |
| Other comprehensive income | - | - | - | - | 21 | (53,599) | - | (53,578) | 264 | (53,314) |
| Comprehensive income | - | - | - | - | 156,529 | (53,599) | - | 102,930 | (20,315) | 82,615 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Appropriated legal reserve | - | - | 15,389 | - | (15,389) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (136,000) | - | - | (136,000) | - | (136,000) |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 400 | - | - | - | - | - | 400 | - | 400 |
| Balance at December 31, 2025 | $ 680,000 | 1,867,835 | 115,089 | - | 243,749 | 64,806 | (9,941) | 2,961,538 | 199,440 | 3,160,978 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
eCloudvalley Digital Technology Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
Cash flows from (used in) operating activities:
| 2025 | 2024 | |
|---|---|---|
| Profit before tax | $ 175,243 | 166,978 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expense | 52,400 | 57,012 |
| Amortization expense | 36,683 | 36,907 |
| Expected credit losses | 19,195 | 3,468 |
| Net gain on financial assets or liabilities at fair value through profit or loss | (989) | (1,223) |
| Interest expense | 5,758 | 4,172 |
| Interest income | (70,056) | (79,849) |
| Share of loss of associates and joint ventures accounted for using equity method | 18,193 | 937 |
| Net loss on disposal of non-financial assets | 1,029 | 309 |
| Total adjustments to reconcile profit | 62,213 | 21,733 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Accounts receivable | 265,281 | (459,734) |
| Other receivables | 11,720 | (4,833) |
| Inventories | (7,163) | 18,461 |
| Prepayments | 65,384 | (31,719) |
| Other current assets | 3,992 | 6,851 |
| Changes in operating assets | 339,214 | (470,974) |
| Changes in operating liabilities: | ||
| Contract liabilities | (63,115) | 70,158 |
| Accounts payable | (141,858) | 409,723 |
| Other payables | (2,241) | 38,538 |
| Other current liabilities | (51,895) | (7,495) |
| Net defined benefit liabilities | 139 | 144 |
| Total changes in operating liabilities | (258,970) | 511,068 |
| Total changes in operating assets and liabilities | 80,244 | 40,094 |
| Total adjustments | 142,457 | 61,827 |
| Cash inflow generated from operations | 317,700 | 228,805 |
| Interest received | 98,540 | 54,998 |
| Interest paid | (5,705) | (4,172) |
| Income taxes paid | (49,803) | (37,602) |
| Net cash flows from operating activities | 360,732 | 242,029 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at amortized cost | (383,849) | (553,933) |
| Acquisition of financial assets at fair value through profit or loss | (535,000) | (470,000) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 605,896 | 400,862 |
| Acquisition of investments accounted for using equity method | (15,000) | (39,000) |
| Acquisition of property, plant and equipment | (188) | (207) |
| Proceeds from disposal of property, plant and equipment | - | 294 |
| (Increase) decrease in guarantee deposits paid | (15,142) | 2,334 |
| Acquisition of intangible assets | (3,353) | (805) |
| Increase in other non-current assets | (127,424) | (79,636) |
| Net cash flows used in investing activities | (474,060) | (740,091) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 76,000 | - |
| Proceeds from long-term bank loans | - | 33,467 |
| Repayments of long-term bank loans | (19,521) | - |
| Decrease in guarantee deposits received | (2,703) | (4,170) |
| Payments of lease liabilities | (46,665) | (52,151) |
| Cash dividends paid | (135,600) | (135,600) |
| Change in non-controlling interests | - | 31,834 |
| Net cash flows used in financing activities | (128,489) | (126,620) |
| Effect of exchange rate changes on cash and cash equivalents | (68,885) | 106,509 |
| Net decrease in cash and cash equivalents | (310,702) | (518,173) |
| Cash and cash equivalents at beginning of period | 1,631,085 | 2,149,258 |
| Cash and cash equivalents at end of period | $ 1,320,383 | 1,631,085 |
18
- Independent Auditors' Report and Individual Financial Statements
Independent Auditors' Report
To the Board of Directors of eCloudvalley Digital Technology Co., Ltd.:
Opinion
We have audited the financial statements of eCloudvalley Digital Technology Co., Ltd. ("the Company"), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue Recognition of Information Service
Please refer to Note (4)(n) for accounting policies of revenue recognition and note (6)(q) for details of revenue, to the financial statements.
Description of the key audit matter:
The revenue of information services mainly comes from integrating cloud management services utilizing public cloud infrastructure, and is calculated based on data interfacing with heterogeneous systems. The Company sets up daily schedules to automatically import the data from supplier into the Management Platform. To ensure the completeness and accuracy of the imported data, the processes are regularly examined by application programs while exception reports will be further reviewed manually. The Management Platform calculates revenue based on the predetermined terms documented in the master file and generates bills and reports of clients. IT officers with special entitlement will upload the reports to the Enterprise Resource Planning system. Once the completeness of data is verified and posted by the accounting officer, the entries of operating revenue are then automatically generated.
Cloud management service is a modern business model, which generates a significant proportion of the Company's operating revenue and is subject to scrutiny from investors. Therefore, we have identified the revenue from cloud management services as one of the most significant in the audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included obtaining and inspecting whether the System and Organization Controls (SOC) report of service provider covers the service used by the Company, for evaluating the effectiveness of the internal control over the services provided; testing the application controls over the Management Platform; testing the effectiveness of design and implementation of internal control over revenue recognition; spot checking the consistency between the client sales information documented in master file and sales contracts; spot checking the consistency of amounts and objects and confirm between bills, voucher and collection documents, and testing the cash collection for the subsequent period.
- Investments Accounted for using Equity Method
Please refer to Note (4)(h) for details of the accounting policies on investments using the equity method and note (6)(f) for details of investments using equity method.
Description of key audit matter:
The Company's investments using the equity method amounted to $2,378,728 thousand, constituting 60% of total assets, which is considered significant to the financial statements. The Company also continues to expand its operating scale by establishing more subsidiaries overseas, wherein some subsidiaries use the new business model in calculating their operating income. Therefore, the correctness of the investment balance using the equity method is listed as one of our key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our key audit procedures included regularly obtaining information from the management about the Group's investment structure to inquire on the changes concerning it; reviewing relevant contracts and evidence, depending on the materiality of investment costs or shareholding ratios, to assess whether new investments are properly accounted using the equity method in the current period; obtaining the statement of changes in investment accounted for using the equity method in the current period to check and verify the accuracy of the calculation of the supporting information including the gains and losses from investment, the elimination of unrealized gains and losses, which consist of forward, reverse and side flow transactions, and other shareholder equity adjustments.
Responsibilities of Management and Those Charged with Governance for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
20
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
21
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kuo, Rou-Lan and Wu, Tsao-Jen.
KPMG
Taipei, Taiwan (Republic of China)
March 10, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
22
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) eCloudvalley Digital Technology Co., Ltd.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (Note (6)(a)) | $ 102,684 | 3 | 313,399 | 8 | 2100 | Short-term borrowings (Notes (6)(k) and (w)) | $ 76,000 | 2 | - | - |
| 1110 | Current financial assets at fair value through profit or loss (Note (6)(b)) | - | - | 70,032 | 2 | 2130 | Current contract liabilities (Notes (6)(q) and (7)) | 221,705 | 6 | 282,326 | 7 |
| 1170 | Accounts receivable, net (Notes (6)(c) and (7)) | 477,951 | 12 | 517,946 | 13 | 2170 | Accounts payable (Note (7)) | 425,895 | 11 | 381,259 | 10 |
| 1200 | Other receivables, net (Notes (6)(d) and (7)) | 3,719 | - | 2,628 | - | 2200 | Other payables (Note (7)) | 172,147 | 4 | 192,119 | 5 |
| 130X | Inventories (Note (6)(e)) | 17,784 | 1 | 27,218 | - | 2230 | Current tax liabilities (Note (6)(n)) | - | - | 15,180 | - |
| 1410 | Prepayments (Notes (6)(j) and (7)) | 405,416 | 10 | 351,532 | 9 | 2280 | Current lease liabilities (Notes (6)(l) and (w)) | 10,251 | - | 18,308 | - |
| 1470 | Other current assets (Note (6)(j)) | 2,858 | - | 2,758 | - | 2322 | Long-term bank loans current portion (Note (6)(k)) | 13,946 | - | - | - |
| 1,010,412 | 26 | 1,285,513 | 32 | 2300 | Other current liabilities | 20,306 | 1 | 27,480 | 1 | ||
| Non-current assets: | Non-current liabilities: | ||||||||||
| 1550 | Investments accounted for using equity method, net (Note (6)(f)) | 2,378,728 | 60 | 2,268,078 | 57 | 2527 | Non-current contract liabilities (Note (6)(q)) | 19,428 | 1 | 20,740 | 1 |
| 1600 | Property, plant and equipment (Note (6)(g)) | 678 | - | 3,434 | - | 2540 | Long-term bank loans (Notes (6)(k) and (w)) | - | - | 33,467 | 1 |
| 1755 | Right-of-use assets (Note (6)(h)) | 25,472 | 1 | 30,288 | 1 | 2570 | Deferred tax liabilities (Note (6)(n)) | 208 | - | 318 | - |
| 1780 | Intangible assets (Note (6)(i)) | 461 | - | 788 | - | 2580 | Non-current lease liabilities (Notes (6)(l) and (w)) | 15,622 | - | 13,358 | - |
| 1840 | Deferred tax assets (Note (6)(n)) | 368 | - | 405 | - | 2640 | Net defined benefit liability (Note (6)(m)) | 713 | - | 600 | - |
| 1995 | Other non-current assets, others (Notes (6)(j) and (7)) | 523,733 | 13 | 392,950 | 10 | 2645 | Guarantee deposits received | 2,093 | - | 2,093 | - |
| 2,929,440 | 74 | 2,695,943 | 68 | 38,064 | 1 | 70,576 | 2 | ||||
| Total liabilities | 978,314 | 25 | 987,248 | 25 | |||||||
| Equity attributable to owners of parent (Note (6)(o)): | |||||||||||
| 3110 | Ordinary share | 680,000 | 17 | 680,000 | 17 | ||||||
| 3200 | Capital surplus | 1,867,835 | 47 | 1,867,435 | 47 | ||||||
| 3300 | Retained earnings | 358,838 | 9 | 338,309 | 8 | ||||||
| 3400 | Other equity interest | 64,806 | 2 | 118,405 | 3 | ||||||
| 3500 | Treasury shares | (9,941) | - | (9,941) | - | ||||||
| Total equity | 2,961,538 | 75 | 2,994,208 | 75 | |||||||
| Total assets | $ 3,939,852 | 100 | 3,981,456 | 100 | Total liabilities and equity | $ 3,939,852 | 100 | 3,981,456 | 100 |
23
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
eCloudvalley Digital Technology Co., Ltd.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes (6)(q) and (7)) | $ 3,936,071 | 100 | 3,746,158 | 100 |
| 5000 | Operating costs (Notes (6)(e) and (7)) | 3,539,356 | 90 | 3,188,547 | 85 |
| Gross profit from operation | 396,715 | 10 | 557,611 | 15 | |
| Operating expenses: (Notes (6)(c) and (7)) | |||||
| 6100 | Selling expenses | 140,804 | 4 | 242,199 | 7 |
| 6200 | Administrative expenses | 160,773 | 4 | 154,924 | 4 |
| 6300 | Research and development expenses | 90,529 | 2 | 82,138 | 2 |
| 6450 | Expected credit losses (gains) on reversal of impairment losses | 823 | - | (1,123) | - |
| Total operating expenses | 392,929 | 10 | 478,138 | 13 | |
| Net operating income | 3,786 | - | 79,473 | 2 | |
| Non-operating income and expenses: (Note (6)(s)) | |||||
| 7100 | Interest income | 3,659 | - | 4,627 | - |
| 7020 | Other gains and losses | 18,804 | - | (186) | - |
| 7050 | Finance costs | (3,166) | - | (1,186) | - |
| 7060 | Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | 139,452 | 4 | 93,536 | 3 |
| Total non-operating income and expenses | 158,749 | 4 | 96,791 | 3 | |
| 7900 | Profit before tax | 162,535 | 4 | 176,264 | 5 |
| 7950 | Less: Tax expenses (Note (6)(n)) | 6,027 | - | 22,373 | 1 |
| Profit | 156,508 | 4 | 153,891 | 4 | |
| Other comprehensive income: | |||||
| 8310 | Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | 26 | - | (1) | - |
| 8349 | Income tax related to components of other comprehensive income (loss) that will not be reclassified to profit or loss | (5) | - | - | - |
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | 21 | - | (1) | - | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | (53,599) | (1) | 99,630 | 3 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | (53,599) | (1) | 99,630 | 3 | |
| Other comprehensive income, net of income tax | (53,578) | (1) | 99,629 | 3 | |
| 8500 | Total comprehensive income | $ 102,930 | 3 | 253,520 | 7 |
| Earnings per common share (expressed in dollars) (Note (6)(p)) | |||||
| 9750 | Basic earnings per share (NT DOLLARS) | $ | 2.30 | 2.26 | |
| 9850 | Diluted earnings per share (NT DOLLARS) | $ | 2.30 | 2.26 |
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
eCloudvalley Digital Technology Co., Ltd.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
| Ordinary Share | Capital Surplus | Retained Earnings | Other Equity Interest | Treasury shares | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Retained Earnings | Exchange Differences on Translation of Foreign Financial Statements | ||||||
| Balance at January 1, 2024 | $ 680,000 | 1,864,306 | 75,323 | - | 245,096 | 18,775 | (9,941) | 2,873,559 | |
| Profit | - | - | - | - | 153,891 | - | - | 153,891 | |
| Other comprehensive income | - | - | - | - | (1) | 99,630 | - | 99,629 | |
| Comprehensive income | - | - | - | - | 153,890 | 99,630 | - | 253,520 | |
| Appropriation and distribution of retained earnings: | |||||||||
| Appropriated legal reserve | - | - | 24,377 | - | (24,377) | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | (136,000) | - | - | (136,000) | |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 400 | - | - | - | - | - | 400 | |
| Changes in ownership interests in subsidiaries | - | 2,729 | - | - | - | - | - | 2,729 | |
| Balance at December 31, 2024 | 680,000 | 1,867,435 | 99,700 | - | 238,609 | 118,405 | (9,941) | 2,994,208 | |
| Profit | - | - | - | - | 156,508 | - | - | 156,508 | |
| Other comprehensive income | - | - | - | - | 21 | (53,599) | - | (53,578) | |
| Comprehensive income | - | - | - | - | 156,529 | (53,599) | - | 102,930 | |
| Appropriation and distribution of retained earnings: | |||||||||
| Appropriated legal reserve | - | - | 15,389 | - | (15,389) | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | (136,000) | - | - | (136,000) | |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 400 | - | - | - | - | - | 400 | |
| Balance at December 31, 2025 | $ 680,000 | 1,867,835 | 115,089 | - | 243,749 | 64,806 | (9,941) | 2,961,538 |
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) eCloudvalley Digital Technology Co., Ltd.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of NEW TAIWAN DOLLARS)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 162,535 | 176,264 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expense | 15,825 | 18,767 |
| Amortization expense | 307 | 608 |
| Expected credit losses (reversal of impairment losses) | 823 | (1,123) |
| Net gain on financial assets or liabilities at fair value through profit or loss | (865) | (894) |
| Interest expense | 3,166 | 1,186 |
| Interest income | (3,659) | (4,627) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (139,452) | (93,536) |
| Net loss on disposal on non-financial assets | 1,553 | 514 |
| Gain on disposal of subsidiaries accounted for using equity method | - | (262) |
| Total adjustments to reconcile profit | (122,302) | (79,367) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Accounts receivable | 39,172 | (35,501) |
| Other receivables | 861 | 32 |
| Inventories | 9,434 | (23,731) |
| Prepayments | (50,527) | 154,017 |
| Other current assets | (100) | 66 |
| Changes in operating assets | (1,160) | 94,883 |
| Changes in operating liabilities: | ||
| Contract liabilities | (61,933) | (17,455) |
| Accounts payable | 44,636 | 93,484 |
| Other payables | (20,025) | 4,451 |
| Other current liabilities | (7,174) | (2,828) |
| Net defined benefit liabilities | 139 | 144 |
| Total changes in operating liabilities | (44,357) | 77,796 |
| Total changes in operating assets and liabilities | (45,517) | 172,679 |
| Total adjustments | (167,819) | 93,312 |
| Cash (outflow) inflow generated from operations | (5,284) | 269,576 |
| Interest received | 3,778 | 4,742 |
| Interest paid | (3,113) | (1,186) |
| Income taxes paid | (23,356) | (7,507) |
| Net cash flows from (used in) operating activities | (27,975) | 265,625 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through profit or loss | (535,000) | (470,000) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 605,896 | 400,862 |
| Acquisition of investments accounted for using equity method | (24,396) | (105,145) |
| Proceeds from disposal of investments accounted for using equity method | - | 4,096 |
| Acquisition of property, plant and equipment | - | (59) |
| (Increase) decrease in guarantee deposits paid | (6,716) | 1,349 |
| Acquisition of intangible assets | - | (805) |
| Increase in other non-current assets | (127,424) | (79,636) |
| Net cash flows used in investing activities | (87,640) | (249,338) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 76,000 | - |
| Proceeds from long-term bank loans | - | 33,467 |
| Repayments of long-term bank loans | (19,521) | - |
| Increase in guarantee deposits received | - | 13 |
| Payments of lease liabilities | (15,579) | (17,083) |
| Cash dividends paid | (136,000) | (136,000) |
| Net cash flows used in financing activities | (95,100) | (119,603) |
| Net decrease in cash and cash equivalents | (210,715) | (103,316) |
| Cash and cash equivalents at beginning of period | 313,399 | 416,715 |
| Cash and cash equivalents at end of period | $ 102,684 | 313,399 |
26
【Attachment 3】 2025 Audit Committee’s Review Report
eCloudvalley Digital Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements (including consolidated and parent company only financial statements), and Earnings Distribution Proposal. The financial statements have been audited by CPAs Kuo, Rou-Lan and Wu, Tsao-Jen of KPMG Taiwan, who have issued an audit report. The aforementioned Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed by the Audit Committee and deemed appropriate. We hereby submit this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To:
Annual General Meeting of Shareholders of eCloudvalley Digital Technology Co., Ltd.
Convener of the Audit Committee: Huang, Yi-Tsung
March 10, 2026
28
【Attachment 4】Comparison Table of the Amendments to the “Ethical Corporate Management Best Practice Principles”
eCloudvalley Digital Technology Co., Ltd.
Comparison Table of the Amendments to the “Ethical Corporate Management Best Practice Principles”
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| Article 19 | ||
| The Company should formulate a policy to prevent conflicts of interest and provide appropriate channels for directors, managerial officers, and other stakeholders attending or present at Board meetings to proactively explain whether they have any potential conflicts of interest with the Company. | ||
| If any of the Company's directors, managerial officers, or other stakeholders attending or present at the Board meeting have an interest in a proposal listed at a Board meeting, whether on their own behalf or on behalf of a juristic person they represent, they shall explain the material content of such interest at the said Board meeting. If there is a risk of prejudice to the interests of the Company, they shall not participate in the discussion or voting, shall recuse themselves from such discussion and voting, and shall not exercise voting rights as a proxy for other directors. Directors shall also exercise self-discipline and must not provide improper mutual support. | ||
| The remainder is omitted. | Article 19 | |
| The Company should formulate a policy to prevent conflicts of interest and provide appropriate channels for directors and managerial officers to proactively explain whether they have any potential conflicts of interest with the Company. | ||
| If a director of the Company has a personal interest in a proposal listed at a Board meeting, whether on their own behalf or on behalf of a juristic person they represent, the director shall explain the material content of such interest at the said Board meeting. If there is a risk of prejudice to the interests of the Company, they shall not participate in the discussion or voting, shall recuse themselves from such discussion and voting, and shall not exercise voting rights as a proxy for other directors. Directors shall also exercise self-discipline and must not provide improper mutual support. | ||
| The remainder is omitted. | Pursuant to Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, "other stakeholders attending or present at Board meetings" are added as subjects potentially involving conflicts of interest in order to strengthen the conflict-of-interest prevention mechanism and the impartiality of Board decision-making. | |
| Article 20 | ||
| The Company shall establish effective accounting systems and internal control systems for business activities with a higher risk of unethical conduct, shall not maintain off-book accounts or secret accounts, and shall conduct regular reviews to ensure | Article 20 | |
| The Company shall establish effective accounting systems and internal control systems for business activities with a higher risk of unethical conduct, shall not maintain off-book accounts or secret accounts, and shall conduct regular reviews to ensure | Wording revised. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| that the design and implementation of such systems remain effective. | ||
| The internal audit unit of the Company shall, based on the results of the assessment of the risk of unethical conduct, formulate relevant audit plans, including the audit subjects, scope, items, frequency, etc., and audit the compliance with the prevention programs accordingly. The internal audit unit may also engage a certified public accountant to perform the audit and, if necessary, may engage professionals to assist. | ||
| The results of the audit referred to in the preceding paragraph shall be reported to senior management and the dedicated unit for ethical corporate management, and a work report shall be prepared and submitted to the Board of Directors. | that the design and implementation of such systems remain effective. | |
| The internal audit unit of the Company shall, based on the results of the assessment of the risk of unethical conduct, formulate relevant audit plans, including the audit subjects, scope, items, frequency, etc., and audit the compliance with the prevention programs accordingly. The internal audit unit may also engage a certified public accountant to perform the audit and, if necessary, may engage professionals to assist. | ||
| The results of the audit referred to in the preceding paragraph shall be reported to senior management and the dedicated unit for ethical corporate management, and an audit report shall be prepared and submitted to the Board of Directors. | ||
| Article 22 | ||
| The Chairman, President, or senior management of the Company shall periodically communicate the importance of integrity to directors, employees, and appointees. | ||
| The Company shall regularly organize training and awareness programs for directors, supervisors, managerial officers, employees, appointees, and substantial controllers, and shall invite counterparties engaging in commercial transactions with the Company to participate, so that they may fully understand the Company's commitment to ethical management, its policies and preventive measures, and the consequences of engaging in unethical conduct. | ||
| The Company shall integrate its ethical corporate management | Article 22 | |
| The Chairman, President, or senior management of the Company shall periodically communicate the importance of integrity to directors, employees, and appointees. | ||
| Publicly listed companies shall regularly organize training and awareness programs for directors, supervisors, managerial officers, employees, appointees, and substantial controllers, and shall invite counterparties engaging in commercial transactions with the company to participate, so that they may fully understand the Company's commitment to ethical management, its policies and preventive measures, and the consequences of engaging in unethical conduct. | ||
| Publicly listed companies shall | Wording revised. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| policies with employee performance appraisals and human resources policies, and establish a clear and effective reward and penalty system. | integrate its ethical corporate management policies with employee performance appraisals and human resources policies, and establish a clear and effective reward and penalty system. | |
| Article 27 | ||
| These Codes shall be implemented after being approved by the directors, and shall be sent to the Audit Committee and reported to the shareholders' meeting; the same shall apply to any amendments. | ||
| When the Company submits Ethical Corporate Management Practice Principles to the directors for discussion in accordance with the provisions of the preceding paragraph, it shall fully consider the opinions of each independent director, and their dissenting or reserved opinions shall be recorded in the minutes of the Board meeting; if an independent director cannot attend the Board meeting in person to express a dissenting or reserved opinion, unless there is a justified reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting. | ||
| These Codes were established on September 25, 2018. | ||
| First amendment on July 3, 2019. | ||
| Second amendment on November 11, 2025. | Article 27 | |
| These Codes shall be implemented after being approved by the directors, and shall be sent to the Audit Committee and reported to the shareholders' meeting; the same shall apply to any amendments. | ||
| When the Company submits Ethical Corporate Management Practice Principles to the directors for discussion in accordance with the provisions of the preceding paragraph, it shall fully consider the opinions of each independent director, and their dissenting or reserved opinions shall be recorded in the minutes of the Board meeting; if an independent director cannot attend the Board meeting in person to express a dissenting or reserved opinion, unless there is a justified reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting. | ||
| These Codes were established on September 25, 2018. | ||
| First amendment on July 3, 2019. | Addition of the latest date of amendment. |
30
31
[Attachment 5] Comparison Table of the Amendments to the "Procedures for Ethical Management and Guidelines for Conduct"
eCloudvalley Digital Technology Co., Ltd.
Comparison Table of the Amendments to the "Procedures for Ethical Management and Guidelines for Conduct"
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| Article 1 Purpose | ||
| The Company conducts business activities based on the principles of fairness, honesty, trustworthiness, and transparency. To implement its ethical corporate management policy and actively prevent unethical conduct, these Procedures and Guidelines are hereby established to provide specific guidelines for matters that the Company's personnel shall attend to when performing their duties. | Article 1 Paragraph 1 | |
| The Company conducts business activities based on the principles of fairness, honesty, trustworthiness, and transparency. To implement its ethical corporate management policy and actively prevent unethical conduct, these Procedures and Guidelines are established in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and the relevant laws and regulations of the jurisdictions where the Company and its group enterprises and organizations operate, to provide specific guidelines for matters that the Company's personnel shall attend to when performing their duties. | 1. Added an article heading. | |
| 2. In accordance with the Regulations for the Drafting and Management of Standard Documents, the content regarding "legal basis" originally included in Article 1 has been moved to Article 2. | ||
| 3. Minor wording revisions made. | ||
| Article 2 Legal Basis | ||
| These Procedures and Guidelines for Conduct are established in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and the relevant laws and regulations of the locations where the Company and its group enterprises and organizations operate. | Article 1 Paragraph 1 | |
| The Company conducts business activities based on the principles of fairness, honesty, trustworthiness, and transparency. To implement its ethical corporate management policy and actively prevent unethical conduct, these Procedures and Guidelines are established in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and the relevant laws and regulations of the | This Article is relocated from part of the text of Paragraph 1 of the current Article 1 and a new article heading is added; the content remains unamended. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| the jurisdictions where the Company and its group enterprises and organizations operate, to provide specific guidelines for matters that the Company's personnel shall attend to when performing their duties. | ||
| Article 3 Scope of Application | ||
| The scope of application of these Procedures and Guidelines for Conduct extends to the Company's subsidiaries, foundations where the Company's cumulative direct or indirect contribution to the funds exceeds 50 percent, and other group enterprises and organizations such as institutions or legal persons over which the Company has substantive control. | Article 1 Paragraph 2 | |
| The scope of application of these Procedures and Guidelines for Conduct extends to the Company's subsidiaries, foundations where the Company's cumulative direct or indirect contribution to the funds exceeds 50 percent, and other group enterprises and organizations such as institutions or legal persons over which the Company has substantive control. | This Article is moved from Paragraph 2 of the current Article 1 and a new article heading is added; the content remains unamended. | |
| Article 4 Responsible Unit | ||
| These Procedures and Guidelines for Conduct are formulated by the Legal Department. | 1. This Article is newly added in accordance with the Regulations for the Drafting and Management of Standard Documents. | |
| 2. To comply with Article 17 of Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and implement relevant regulations of the Corporate Governance Evaluation, and as approved via internal report, the responsible unit for ethical management procedures has been adjusted to the Legal Department. | ||
| Article 5 Definitions | Added article heading in |
32
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| accordance with the Regulations for the Drafting and Management of Standard Documents. | ||
| Article 5 Paragraph 1 | ||
| "Company personnel" refers to the directors, managerial officers, employees, appointees, and persons with de facto control of the Company and its group enterprises and organizations. |
Where personnel of the Company provide, promise, request, or accept any improper benefits through a third party, it shall be presumed to be an act of the personnel of the Company. | Article 2
The term "personnel of the Company" as used in these Procedures and Guidelines for Conduct refers to the directors, managerial officers, employees, appointees, and persons with de facto control of the Company and its group enterprises and organizations.
Where personnel of the Company provide, promise, request, or accept any improper benefits through a third party, it shall be presumed to be an act of the personnel of the Company. | 1. Article number amended.
2. Minor textual and formatting revisions made. |
| Article 5 Paragraph 2
"Unethical conduct" refers to any personnel of the Company who, in the course of performing their duties, directly or indirectly provide, accepts, promises, or requests any improper benefits, or engages in other acts that violate integrity, are illegal, or breach fiduciary duties for the purpose of obtaining or maintaining benefits. | Article 3 Paragraph 1
The term "unethical conduct" as used in these Procedures and Guidelines for Conduct refers to any personnel of the Company who, in the course of performing their duties, directly or indirectly provide, accepts, promises, or requests any improper benefit, or engages in other acts that violate integrity, are illegal, or breach fiduciary duties for the purpose of obtaining or maintaining benefits. | 1. Article number amended.
2. Minor textual and formatting revisions made. |
| Article 5 Paragraph 3
The "counterparties" of the acts in the preceding paragraph include public officials, candidates for political office, political parties or party officials, and any public or private enterprises or institutions and their directors (board members), supervisors (auditors), managerial officers, employees, | Article 3 Paragraph 2
The counterparties of the acts in the preceding paragraph include public officials, candidates for political office, political parties or party officials, and any public or private enterprises or institutions and their directors (board members), supervisors (auditors), managerial officers, | This paragraph is moved from the second paragraph of the current Article 3. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| substantial controllers, or other stakeholders. | employees, substantial controllers, or other stakeholders. | |
| Article 5 Paragraph 4 | ||
| "Benefits" refer to money, gratuities, gifts, commissions, positions, services, preferential treatment, rebates, facilitation payments, hospitality, entertainment, and other things of value in any form or name. | Article 4 | |
| The term "benefits" as used in these Procedures and Guidelines for Conduct refers to money, gratuities, gifts, commissions, positions, services, preferential treatment, rebates, facilitation payments, hospitality, entertainment, and other things of value in any form or name. | 1. Article number amended. | |
| 2. Minor textual and formatting revisions made. | ||
| Article 6 Division of Authority and Responsibility | ||
| The Company has established and designated the Ethical Management Task Force as the dedicated unit (hereinafter referred to as the "Company's dedicated unit"), which is subordinate to the Board, and shall be allocated with sufficient resources and competent personnel to handle the amendment, implementation, interpretation, consulting services, and the registration and filing of reported content, as well as the supervision of implementation, of these Procedures and Guidelines for Conduct. Its primary functions and duties are as follows, and it shall report to the Board on a regular basis (at least once a year): | ||
| The remainder is omitted. | Article 5 | |
| The Company designates Audit Office as the dedicated unit (hereinafter referred to as the "Company's dedicated unit"), which is subordinate to the Board, and shall be allocated with sufficient resources and competent personnel to handle the amendment, implementation, interpretation, consulting services, and the registration and filing of reported content, as well as the supervision of implementation, of these Procedures and Guidelines for Conduct. Its primary functions and duties are as follows, and it shall report to the Board on a regular basis (at least once a year): | ||
| The remainder is omitted | 1. In accordance with the Regulations for the Drafting and Management of Standard Documents, article numbers have been changed and article headings have been added. | |
| 2. To comply with Article 17 of Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and implement relevant regulations of the Corporate Governance Evaluation, following the approval of an internal report, the dedicated unit is hereby adjusted to the Ethical Management Task Force. | ||
| Article 7 Operational Instructions | Added article heading in accordance with the Regulations for the Drafting and Management of Standard Documents. | |
| Article 7 Paragraph 1 | ||
| When the personnel of the | Article 6 | |
| When the personnel of the | Article number amended; | |
| content remains |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| Company directly or indirectly provide, accept, promise, or request the benefits stipulated in Article 4, except for the circumstances in the following items, such actions shall comply with the provisions of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and these Procedures and Guidelines, and may only be performed after following the relevant procedures: The remainder is omitted | Company directly or indirectly provide, accept, promise, or request the benefits stipulated in Article 4, except for the circumstances in the following items, such actions shall comply with the provisions of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and these Procedures and Guidelines, and may only be performed after following the relevant procedures: The remainder is omitted | unamended. |
| Article 7 Paragraph 2 | ||
| When personnel of the Company are offered or promised, directly or indirectly, any benefits as stipulated in Article 5 by others, except under the circumstances set forth in the subparagraphs of the preceding Article, the following procedures shall be followed: | ||
| (1) If the person offering or promising has no interest related to their official duties, the recipient shall report to their immediate supervisor within three days from the date of receipt and, when necessary, notify the dedicated unit of the Company. | ||
| (2) If the person offering or promising has an interest in the recipient's duties, such offer or promise shall be returned or refused, and reported to the immediate supervisor and notified to the Company's dedicated unit; if it cannot be returned, it shall be handed over to the Company's dedicated unit for handling | Article 7 | |
| When personnel of the Company are offered or promised, directly or indirectly, any benefits as stipulated in Article 5 by others, except under the circumstances set forth in the subparagraphs of the preceding Article, the following procedures shall be followed: | ||
| 1. If the person offering or promising has no interest related to their official duties, the recipient shall report to their immediate supervisor within three days from the date of receipt and, when necessary, notify the dedicated unit of the Company. | ||
| 2. If the person offering or promising has an interest in the recipient's duties, such offer or promise shall be returned or refused, and reported to the immediate supervisor and notified to the Company's dedicated unit; if it cannot be returned, it shall be handed over to the Company's dedicated unit for handling | 1. Article number amended. | |
| 2. Regarding Item 3 of this paragraph, it has been approved via an internal report to elevate the internal approval level of this matter within the Company to the Chairman level. |
35
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| within three days from the date of receipt. | ||
| The term "having an interest in their duties" as used in the preceding paragraph refers to any of the following circumstances: | ||
| (1) Those who have relationships such as business dealings, command and supervision, or subsidies (incentives) for expenses. | ||
| (2) Those who are seeking, entering into, or have entered into contracting, sale and purchase, or other contractual relationships. | ||
| (3) Other persons who will be favorably or unfavorably affected by the decisions, execution, or non-execution of the Company's business. | ||
| The dedicated unit of the Company shall, depending on the nature and value of the benefits referred to in the first paragraph, propose suggestions such as returning the benefits, accepting the benefits by paying for them, surrendering the benefits to the public, donating them to charitable organizations, or other appropriate suggestions, and implement such suggestions after reporting to the Chairman for approval. | within three days from the date of receipt. | |
| The term "having an interest in their duties" as used in the preceding paragraph refers to any of the following circumstances: | ||
| 1. Those who have relationships such as business dealings, command and supervision, or subsidies (incentives) for expenses. | ||
| 2. Those who are seeking, entering into, or have entered into contracting, sale and purchase, or other contractual relationships. | ||
| 3. Other persons who will be favorably or unfavorably affected by the decisions, execution, or non-execution of the Company's business. | ||
| The dedicated unit of the Company shall, depending on the nature and value of the benefits referred to in the first paragraph, propose suggestions such as returning the benefits, accepting the benefits by paying for them, surrendering the benefits to the public, donating them to charitable organizations, or other appropriate suggestions, and implement such suggestions after reporting to the President for approval. | ||
| Article 7 Paragraph 3 | ||
| The Company shall not provide or promise any facilitation payments. | ||
| The remainder is omitted | Article 8 | |
| The Company shall not provide or promise any facilitation payments. | ||
| The remainder is omitted | Article number amended; content remains unamended. | |
| Article 7 Paragraph 4 | ||
| Personnel of the Company who directly or indirectly provide donations to political parties or organizations or individuals | Article 9 | |
| Personnel of the Company who directly or indirectly provide donations to political parties or organizations or individuals | Article number amended; content remains unamended. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| participating in political activities shall comply with the Political Contributions Act and the relevant internal operating procedures of the Company, and shall not seek commercial interests or trading advantages thereby. | participating in political activities shall comply with the Political Contributions Act and the relevant internal operating procedures of the Company, and shall not seek commercial interests or trading advantages thereby. | |
| Article 7 Paragraph 5 | ||
| The Company's personnel shall comply with relevant laws and regulations and internal operating procedures regarding charitable donations or sponsorships, and shall not engage in bribery in a disguised form. | Article 10 | |
| The Company's personnel shall comply with relevant laws and regulations and internal operating procedures regarding charitable donations or sponsorships, and shall not engage in bribery in a disguised form. | Article number amended; content remains unamended. | |
| Article 7 Paragraph 6 | ||
| If any of the Company's directors, supervisors, managerial officers, or other stakeholders attending or present at the Board meeting have a personal interest or an interest in the juristic person they represent regarding the matters of the Board meeting, they shall explain the material content of such interest at the current Board meeting. Where there is a concern that such interest may be prejudicial to the interests of the Company, they shall not participate in the discussion or voting, shall recuse themselves from the discussion and voting, and shall not exercise voting rights as a proxy for other directors. Directors shall also exercise self-discipline and must not provide improper mutual support. | ||
| The remainder is omitted | Article 11 | |
| If any of the Company's directors, supervisors, managerial officers, or other stakeholders attending or present at the Board meeting have a personal interest or an interest in the juristic person they represent regarding the matters of the Board meeting, they shall explain the material content of such interest at the current Board meeting. Where there is a concern that such interest may be prejudicial to the interests of the Company, they shall not participate in the discussion or voting, shall recuse themselves from the discussion and voting, and shall not exercise voting rights as a proxy for other directors. Directors shall also exercise self-discipline and must not provide improper mutual support. | ||
| The remainder is omitted | Article number amended; content remains unamended. | |
| Article 7 Paragraph 7 | ||
| The Company shall establish a | Article 12 | |
| The Company shall establish a | Article number amended; content remains |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| dedicated processing unit responsible for formulating and implementing management, preservation, and confidentiality operating procedures for the Company's intellectual property, such as trade secrets, trademarks, patents, and copyrights, and shall periodically review the implementation results to ensure the continuous effectiveness of such operating procedures. The remainder is omitted | dedicated processing unit responsible for formulating and implementing management, preservation, and confidentiality operating procedures for the Company's intellectual property, such as trade secrets, trademarks, patents, and copyrights, and shall periodically review the implementation results to ensure the continuous effectiveness of such operating procedures. The remainder is omitted | unamended. |
| Article 7 Paragraph 8 In conducting its business activities, the Company shall comply with the Fair Trade Act and relevant competition regulations, and shall not fix prices, rig bids, restrict output and quotas, or share or divide markets by means of allocating customers, suppliers, operating territories, or types of business. | Article 13 In conducting its business activities, the Company shall comply with the Fair Trade Act and relevant competition regulations, and shall not fix prices, rig bids, restrict output and quotas, or share or divide markets by means of allocating customers, suppliers, operating territories, or types of business. | Article number amended; content remains unamended. |
| Article 7 Paragraph 9 The personnel of the Company shall comply with the provisions of Securities And Exchange Act and shall not engage in insider trading by utilizing non-public information known to them, nor shall they disclose such information to others, so as to prevent others from utilizing such non-public information to engage in insider trading. | Article 14 The personnel of the Company shall comply with the provisions of Securities And Exchange Act and shall not engage in insider trading by utilizing non-public information known to them, nor shall they disclose such information to others, so as to prevent others from utilizing such non-public information to engage in insider trading. | Article number amended; content remains unamended. |
| Article 7 Paragraph 10 Other institutions or personnel participating in the Company's mergers, demergers, acquisitions, and share transfers, material memoranda, strategic alliances, other business cooperation plans, or material contracts shall sign a confidentiality agreement with the | Article 15 Other institutions or personnel participating in the Company's mergers, demergers, acquisitions, and share transfers, material memoranda, strategic alliances, other business cooperation plans, or material contracts shall sign a confidentiality agreement with | Article number amended; content remains unamended. |
| the Company's insiders, and shall not be liable for any loss or damage to the Company's property or property of any kind. | the Company's insiders, and shall not be liable for any loss or damage to the Company's property or property of any kind. | the Company's unamended. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| Company, undertaking not to disclose the Company's trade secrets or other material information known to them to others, and shall not use such information without the consent of the Company. | the Company, undertaking not to disclose the Company's trade secrets or other material information known to them to others, and shall not use such information without the consent of the Company. | |
| Article 7 Paragraph 11The Company shall require directors and senior management to issue a statement of compliance with the ethical corporate management policy, and shall require employees to comply with the ethical corporate management policy in the terms of employment. The remainder is omitted. | Article 16The Company shall require directors and senior management to issue a statement of compliance with the ethical corporate management policy, and shall require employees to comply with the ethical corporate management policy in the terms of employment. The remainder is omitted. | Article number amended; content remains unamended. |
| Article 7 Paragraph 12Before establishing business relationships with others, the Company shall first evaluate the legality and ethical management policies of agents, suppliers, customers, or other business counterparties, and whether they have any records of involvement in unethical conduct, to ensure that their business operation methods are fair and transparent and will not request, offer, or accept bribes. The remainder is omitted. | Article 17Before establishing business relationships with others, the Company shall first evaluate the legality and ethical management policies of agents, suppliers, customers, or other business counterparties, and whether they have any records of involvement in unethical conduct, to ensure that their business operation methods are fair and transparent and will not request, offer, or accept bribes. The remainder is omitted. | Article number amended; content remains unamended. |
| Article 7 Paragraph 13The personnel of the Company, in the course of engaging in commercial activities, shall explain the Company's ethical management policies and relevant regulations to the transaction counterparty, and shall explicitly refuse to directly or indirectly provide, promise, demand, or accept any form or name of improper benefits. | Article 18The personnel of the Company, in the course of engaging in commercial activities, shall explain the Company's ethical management policies and relevant regulations to the transaction counterparty, and shall explicitly refuse to directly or indirectly provide, promise, demand, or accept any form or name of improper benefits. | Article number amended; content remains unamended. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| Article 7 Paragraph 14 | ||
| The personnel of the Company shall avoid engaging in commercial transactions with agents, suppliers, customers, or other business partners involved in dishonest behavior. Upon discovery of dishonest behavior by a business partner or counterparty, commercial dealings with such party shall be terminated immediately, and the party shall be listed as a restricted party in order to implement the Company's ethical corporate management policy. | Article 19 | |
| The personnel of the Company shall avoid engaging in commercial transactions with agents, suppliers, customers, or other business partners involved in dishonest behavior. Upon discovery of dishonest behavior by a business partner or counterparty, commercial dealings with such party shall be terminated immediately, and the party shall be listed as a restricted party in order to implement the Company's ethical corporate management policy. | Article number amended; content remains unamended. | |
| Article 7 Paragraph 15 | ||
| When entering into contracts with others, the Company shall fully understand the status of the other party's ethical management and shall incorporate compliance with ethical management into the contract terms. The following matters shall be at least clearly stipulated in the contract: | ||
| (1) If any party is involved in dishonest behavior in business activities, the other party may terminate or rescind the contract at any time and unconditionally. | ||
| (2) Establish clear and reasonable payment terms, including information on the payment recipient, the method of payment, and the relevant tax laws and regulations that must be complied with. | Article 20 | |
| When entering into contracts with others, the Company shall fully understand the status of the other party's ethical management and shall incorporate compliance with ethical management into the contract terms. The following matters shall be at least clearly stipulated in the contract: | ||
| (1) If any party is involved in dishonest behavior in business activities, the other party may terminate or rescind the contract at any time and unconditionally. | ||
| (2) Establish clear and reasonable payment terms, including the place of payment, method of payment, and compliance with relevant tax laws and regulations. | 1. Article number amended. | |
| 2. To strengthen the identification and control of actual payees, prevent the risk of erroneous or improper payments, and considering current contractual practices, it is recommended that "place of payment" be revised to "information on the payment recipient" to better align with the purposes of good faith performance and internal control management. | ||
| Article 7 Paragraph 16 | ||
| When the Company discovers or receives a report that the Company's personnel are involved in unethical conduct, it shall immediately investigate and clarify the relevant facts. If it is confirmed that there is | Article 21 | |
| When the Company discovers or receives a report that the Company's personnel are involved in unethical conduct, it shall immediately investigate and clarify the relevant facts. If it is | Article number amended; content remains unamended. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| indeed a violation of relevant laws and regulations or the Company's ethical corporate management policies and regulations, the Company shall immediately require the perpetrator to cease the relevant conduct and make appropriate dispositions, and when necessary, claim for damages through legal proceedings to protect the reputation and rights and interests of the Company. | ||
| The remainder is omitted. | confirmed that there is indeed a violation of relevant laws and regulations or the Company's ethical corporate management policies and regulations, the Company shall immediately require the perpetrator to cease the relevant conduct and make appropriate dispositions, and when necessary, claim for damages through legal proceedings to protect the reputation and rights and interests of the Company. | |
| The remainder is omitted. | ||
| Article 7 Paragraph 17 | ||
| When personnel of the Company encounter others engaging in dishonest conduct toward the Company, if such conduct involves illegal matters, the Company shall notify the judicial and prosecutorial authorities of the relevant facts; if public agencies or public officials are involved, the Company shall also notify the government anti-corruption authorities. | Article 22 | |
| When personnel of the Company encounter others engaging in dishonest conduct toward the Company, if such conduct involves illegal matters, the Company shall notify the judicial and prosecutorial authorities of the relevant facts; if public agencies or public officials are involved, the Company shall also notify the government anti-corruption authorities. | Article number amended; content remains unamended. | |
| Article 7 Paragraph 18 | ||
| The Company shall incorporate ethical corporate management into employee performance appraisals and human resources policies, and establish clear and effective systems for rewards, penalties, and grievances. | ||
| The remainder is omitted. | Article 23 | |
| The Company shall incorporate ethical corporate management into employee performance appraisals and human resources policies, and establish clear and effective systems for rewards, penalties, and grievances. | ||
| The remainder is omitted. | Article number amended; content remains unamended. | |
| Article 8 Control Points | ||
| 1. In business dealings, whether improper benefits have been directly or indirectly provided, accepted, promised, or requested in accordance with these Procedures and Guidelines for Conduct. | This Article is newly added in accordance with the Regulations for the Drafting and Management of Standard Documents. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| 2. Whether, upon receipt of a report of an alleged unethical act, fact-finding is conducted and appropriate measures are taken in accordance with these Procedures and Guidelines for Conduct. | ||
| Article 9 Reference Measures | ||
| 1. Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. | ||
| 2. The Company's "Ethical Corporate Management Best Practice Principles". | This Article is newly added in accordance with the Regulations for the Drafting and Management of Standard Documents. | |
| Article 10 Forms Used None. | This Article is newly added in accordance with the Regulations for the Drafting and Management of Standard Documents. | |
| Article 11 Implementation and Amendment | ||
| These Procedures and Guidelines for Conduct shall be implemented upon resolution and approval by the Board, and shall be submitted to the Audit Committee and reported to the shareholders' meeting; the same shall apply to any amendments. When these Procedures and Guidelines for Conduct are submitted to the Board for discussion, the opinions of each independent director shall be fully considered, and their dissenting or reserved opinions shall be recorded in the minutes of the Board meeting; if an independent director is unable to attend the Board meeting in person to express dissenting or reserved opinions, unless there is a justified reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting. These Procedures and Guidelines | Article 24 | |
| These Procedures and Guidelines for Conduct shall be implemented upon resolution and approval by the Board, and shall be submitted to the Audit Committee and reported to the shareholders' meeting; the same shall apply to any amendments. When these Procedures and Guidelines for Conduct are submitted to the Board for discussion, the opinions of each independent director shall be fully considered, and their dissenting or reserved opinions shall be recorded in the minutes of the Board meeting; if an independent director is unable to attend the Board meeting in person to express dissenting or reserved opinions, unless there is a justified reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting. | In accordance with the Regulations for the Drafting and Management of Standard Documents, article numbers have been changed and article headings have been added. | |
| Addition of the latest date of amendment. |
| Amended Provisions | Provisions Before Amendment | Explanatory Notes |
|---|---|---|
| for Conduct were formulated on September 25, 2018. | ||
| First amendment on March 23, 2020. | ||
| Second amendment on November 11, 2025. | These Procedures and Guidelines for Conduct were formulated on September 25, 2018. | |
| First amendment on March 23, 2020. |
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【Attachment 6】2025 Earnings Distribution Table
eCloudvalley Digital Technology Co., Ltd.
2025 Earnings Distribution Table
| Item | Amount | Note |
|---|---|---|
| Beginning balance | 87,219,803 | |
| Add: Net income for 2025 | 156,508,238 | |
| Add: Remeasurement of defined benefit plans | 20,711 | |
| Less: Legal reserve (10%) | (15,652,895) | |
| Distributable earnings | 228,095,857 | |
| Distribution items: | ||
| Dividends to shareholders - Cash | (136,000,000) | Cash dividend of NT$2.0 per share |
| Ending unappropriated earnings | 92,095,857 |
Chairman: Tsai, Chia-Hung
CEO: Lin, I
Accounting Manager: Hsieh, Ming-Hung
【Attachment 7】Concurrent Positions of Director (including Independent Director)
| Position | Name | Concurrent positions held in other companies and duties |
|---|---|---|
| Director | Tsai, Chia-Hung | ·Director, CloudRiches Digital Technology Co., Ltd. |
| ·Representative of Corporate Director and Chairperson, EPN Investment Holding Co., Ltd. | ||
| ·Representative of Corporate Director, eCloudEdge Digital Innovation Co., LTD. | ||
| ·Representative of Corporate Director of Mean Good, Yaoying Investment Co., Ltd. | ||
| Director | Lin, I | ·Chairman, CloudRiches Digital Technology Co., Ltd. |
| ·Representative of Corporate Director, EPN Investment Holding Co., Ltd. | ||
| ·Representative of Corporate Director and Chairperson, EPN Distribution (Taiwan) Co., Ltd. | ||
| ·Director, EPN Distribution (Hong Kong) Limited | ||
| ·Representative of Corporate Director, NeuroBrain Dynamics Inc. | ||
| ·Director, Yaoying Investment Co., Ltd. | ||
| ·Chairman, Brilliant Yun Capital Co., Ltd. | ||
| ·Representative of Corporate Director and Chairperson, eCloudXD Digital Technology Co., Ltd. | ||
| Director | Mean Good Investment Co., Ltd. | |
| Representative: Hsieh, Ming-Hung | ·Director, CloudRiches Digital Technology Co., Ltd. | |
| ·Supervisor, EPN Investment Holding Co., Ltd. | ||
| ·Representative of Corporate Supervisor, EPN Distribution (Taiwan) Co., Ltd. | ||
| ·Supervisor, Yaoying Investment Co., Ltd. | ||
| Independent Director | Lin, Han-Fei | ·Supervisor, Ruentex Investment Holding Co., Ltd. |
| ·Representative of Corporate Director, Hua Shun Management Consulting Co., Ltd. | ||
| ·Representative of Corporate Director, Easywell Biomedicals(HK), Inc. Limited | ||
| ·Representative of Corporate Director, Jiangsu Huahan Pharma-Tech Co., Ltd. | ||
| ·Representative of Corporate Director, Qianjinfang Health Biotech Co., Ltd. | ||
| ·Representative of Corporate Director, Tulex Pharmaceuticals Inc. | ||
| ·Representative of Corporate Director, Magnifica Inc. |
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IV. Appendix
[Appendix 1] Articles of Incorporation
eCloudvalley Digital Technology Co., Ltd.
Company's Articles of Incorporation
Chapter 1. General Provisions
Article 1: The Company is incorporated in accordance with the provisions of Company Act, named eCloudvalley Digital Technology Co., Ltd. in English.
Article 2: The business scope of the Company is as follows:
1. F118010 Wholesale of Computer Software
2. F119010 Wholesale of Electronic Materials
3. F208040 Retail Sale of Cosmetics
4. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
5. F213030 Retail Sale of Office Machinery and Equipment
6. F213060 Retail Sale of Telecommunication Apparatus
7. F218010 Retail Sale of Computer Software
8. F219010 Retail Sale of Electronic Materials
9. F401010 International Trade
10. F601010 Intellectual Property Rights
11. I102010 Investment Consulting
12. I103060 Management Consulting
13. I199990 Other Consulting Service
14. I301010 Software Design Services
15. I301020 Data Processing Services
16. I301030 Electronic Information Supply Services
17. IZ13010 Internet Certificates Service
18. IZ99990 Other Industrial and Commercial Services
19. JB01010 Conference and Exhibition Services
20. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may provide guarantee for the need of business operation and may invest in other companies, and the total amount of the Company's investments in other companies is not subject to the provision prescribed in Article 13 of the Company Act.
Article 4: The Company's headquarters is located in New Taipei City, when necessary, it may establish branches at home and abroad upon approval of the resolution made by the Board of Directors.
Article 5: The announcement of the Company shall be conducted in accordance with Article 28 of the Company Act and the regulations of the competent authorities.
Chapter 2 Shares
Article 6: The total capital of the Company is set at NT$1,000,000,000, divided into 100,000,000 shares, with a par value of NT$10 per share, to be issued in installments as authorized by the Board of Directors. Of the total capital mentioned above, NT$50,000,000 is reserved for the issuance of employee stock options, preferred shares with warrants, and
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corporate bonds with warrants, totaling 5,000,000 shares with a par value of NT$10 per share, and the Board of Directors may be authorized to issue them in installments in accordance with relevant regulations.
If the Company intends to issue employee stock options at a price lower than the closing price of the Company's ordinary shares on the issuance date, it shall be attended by shareholders representing more than half of the total issued shares and approved by more than two-thirds of the voting rights of the attending shareholders. The Company may apply for issuance in installments within one year from the date of the shareholders' meeting resolution.
If the Company intends to transfer repurchased shares to employees at a price lower than the average repurchase price, it shall be attended by shareholders representing more than half of the total issued shares and approved by more than two-thirds of the voting rights of the attending shareholders at the most recent shareholders' meeting.
Article 6-1: Treasury shares repurchased by the Company in accordance with the Company Act may be transferred to employees of controlling or subsidiary companies who meet certain conditions.
Where the Company issues employee stock warrants, recipients include employees of parents or subsidiaries of the Company meeting certain specific requirements.
When the Company issues new shares, the employees entitled to subscribe for the shares include employees of controlled or subsidiary companies who meet certain conditions. The subjects of the Company's issuance of restricted stock awards include employees of controlled or subsidiary companies who meet certain conditions.
This shall be subject to the resolution of the Board of Directors under certain conditions.
Article 7: The Company issuing shares may be exempted from printing any share certificate for the shares issued in accordance with the relevant laws and regulations, provided that they are registered with a centralized securities depository enterprise.
Chapter 3 Shareholders' Meeting
Article 8: The entries in the Company's shareholder register shall not be altered within 60 days prior to the shareholders' meeting, 30 days prior to the extraordinary shareholders' meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.
The Company's stock affairs are handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authorities.
Article 9: There are two types of shareholders' meetings: regular meetings and extraordinary meetings. Regular meetings shall be convened at least once a year, within six months after the end of each fiscal year, by the Board of Directors in accordance with the law. Extraordinary meetings shall be held, when necessary, as provided by law.
The shareholders shall be notified in writing or by electronic means of the date and place of the meeting and the reason for the same 30 days prior to the convening of the regular shareholders' meeting and 15 days prior to the convening of the extraordinary shareholders' meeting.
Notice of a shareholders' meeting may be given by electronic means after obtaining a prior consent from the recipient(s) thereof. However, for shareholders holding less than one thousand shares, notice of such a meeting may be given by public announcement.
Article 9-1: Pursuant to Paragraph 1 of Article 172-2 of the Company Act, the Company may hold
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its shareholders' meeting by means of video conference or other methods announced by the central competent authority.
Article 10: If a shareholder is unable to attend a shareholders' meeting for any reason, he/she shall follow the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent authority, except for appointing a proxy on his/her/its behalf as stipulated in Article 177 of the Company Act.
Article 11: Except as otherwise provided by law, a shareholder shall have one voting power in respect of each share in his/her/its possession but shares subject to restrictions or as set out in Article 179 of the Company Act shall not be entitled to voting rights.
Article 12: Unless otherwise provided by law, a resolution at a shareholders' meeting may be effected with the consent of a majority of the shareholders present who represent more than one half of the total number of its outstanding shares.
Article 13: When the Company convenes a shareholders' meeting, electronic means shall be included as one of the channels for exercising voting rights, and the method of exercising such rights shall be stated in the notice of the shareholders' meeting. Shareholders exercising their voting power in writing or by electronic means are deemed to be present in person and matters relating to their exercise are governed by the relevant laws and regulations.
Article 14: The shareholders' meeting shall be convened by the Board of Directors, with the Chairman of the Company's Board of Directors serving as the chair. If the Chairman is on leave or unable to exercise their powers for any reason, the Vice Chairman shall act on their behalf. If the Vice Chairman is also on leave or unable to exercise their powers for any reason, the Chairman shall designate one director to act on their behalf, and if not designated, the directors shall recommend one director to act on their behalf.
If the shareholders' meeting is convened by a party with convening power other than the Board of Directors, the convening party shall act as the chair. If there are two or more convening parties, one of them shall be elected to act as the chair.
Article 15: The matters resolved at the shareholders' meeting shall be recorded in meeting minutes, which shall be signed or sealed by the chairman and distributed to each shareholder within twenty days after the meeting.
The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chair, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting.
The preparation and distribution of the minutes of shareholders' meeting may be effected by means of electronic transmission or by means of a public notice.
Chapter 4 Directors and Audit Committee
Article 16: The Company shall have seven to nine directors, who shall be elected by the shareholders' meeting from among the persons with capacity to act for a term of three years and shall be eligible for re-election. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of outgoing directors shall be extended until the time new directors have been elected and assumed their office.
The Company may purchase liability insurance for directors and officers during their tenure of office in respect of liabilities resulting from exercising their duties.
The Company shall have a minimum of three independent directors, not less than one-
fifth of the total number of directors, within the Board quota set out in the preceding paragraph. The professional qualifications, shareholding and concurrent serving restrictions, determination of independence, nomination and election of independent directors and other matters to be complied with shall be governed by the relevant regulations of the competent securities authorities.
The Company adopts the candidate nomination system as stipulated in Article 192-1 of the Company Act for the election of directors.
The Board of Directors may set up committees of various functions. Each such committee shall establish rules and regulations for the exercise of its power and authority, which shall be approved by the Board of Directors for implementation.
Article 16-1: The Company shall create an audit committee under Article 14-4 of the Securities and Exchange Act. The audit committee shall consist of all independent directors, and at least one of them shall have accounting or financial expertise.
The Audit Committee and its members are responsible for exercising the powers and functions of the supervisors under the Company Act, the Securities and Exchange Act and other laws and regulations.
Article 17: The Board of Directors shall be constituted by the directors and a chairman shall be elected by and from among the directors with the concurrence of a majority of the directors present at a meeting attended by at least two-thirds of the directors. The chairman shall represent the Company externally and shall act in accordance with the laws, the articles of incorporation and the resolutions adopted by the Board of Directors and the shareholders' meeting in the execution of all affairs of the Company.
Article 18: A Board of Directors meeting shall be convened by the Chairman of the Board. However, the first meeting of each term of the Board of Directors shall be convened by the director who received a ballot representing the largest number of votes at the election of directors.
In calling a meeting of the Board of Directors, a notice shall set forth therein the subject(s) to be discussed at the meeting, as well as the date, place and agenda of the meeting and shall be sent to all directors seven days in advance by letter or electronic means. The meeting of the Board of Directors may, in case of emergency, be called at any time without notice as aforesaid.
The Board of Directors meeting shall be chaired by the Chairman of the Board. If the Chairman of the Board is on leave or absent or cannot exercise his power and authority for any cause, his substitute shall act on his behalf in accordance with the provisions of Article 208 of the Company Act.
At meetings of the Board of Directors, the directors shall attend the meetings in person. In case a meeting of the Board of Directors is held via video link, then the directors taking part in such a meeting shall be deemed to have attended the meeting in person. A director who is unable to attend may appoint another director to attend by proxy, except as provided by the relevant laws, and shall on each occasion issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy of one other director only.
Article 19: The Board of Directors is mandated to determine the remuneration of all directors based on the extent of their participation in and contributions to the operations of the Company and by reference to industry norms, and their remuneration may be paid regardless of operating profit or loss.
Since the establishment of the Remuneration Committee by the Company, the remuneration of the directors shall also be determined by reference to the
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recommendations of the Remuneration Committee.
Chapter 5 Managerial Officers
Article 20: The Company may appoint several managerial officers, and their appointment, dismissal and remuneration shall comply with Article 29 of Company Act.
Chapter 6 Accounting
Article 21: The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. At the end of each fiscal year, the Board of Directors shall prepare (1) a business report, (2) financial statements, (3) a proposal for distribution of profits or covering of losses, and other statements and books, which shall be submitted to the annual shareholders' meeting for approval in accordance with the law.
Article 22: If the Company makes a profit in a year, it should provide no less than 5% of the employees' remuneration and no more than 5% of the directors' remuneration. However, when there are accumulated losses, the Company shall retain the amount to offset the loss in advance.
From the aforementioned employee remuneration amount, no less than 10% shall be allocated as remuneration for rank-and-file employees.
The determination of employee remuneration, the rate of distribution of directors' remuneration, and the use of stock or cash for employee remuneration shall be made by a resolution of the Board of Directors by majority approval with at least two-thirds of the directors present, and the resolution shall be reported at the shareholders' meeting.
The employee remuneration referred to in the preceding paragraph may include employees of controlled or subordinate companies that meet certain conditions, and the Board of Directors is authorized to determine such conditions.
Article 23: If there is any surplus in the Company's annual accounts, the Company shall first pay taxes and make up for accumulated deficits in accordance with the law, and then set aside 10% of the legal reserve, except that if the legal reserve has reached the total capitalization, it may not be set aside, and then set aside or reverse the special reserve as required by law, and if there is still surplus, the Board of Directors shall prepare a proposal for the distribution of the surplus and submit it to the shareholders for resolution.
When the Company distributes dividends, bonuses, statutory surplus reserves, or capital reserves, in whole or in part in cash, the Board of Directors shall be authorized to do so by a resolution approved by at least two-thirds of the directors present at a meeting attended by a majority of the directors, and the decision shall be reported to the Shareholders' Meeting.
Article 24: The Company's dividend policy takes into account its current and future development plans, investment environment, capital requirements, domestic and international competitive conditions, and shareholders' interests. Each year, at least 10% of the distributable surplus will be allocated for shareholders' dividends and bonuses. However, if the accumulated distributable surplus is less than 1% of the paid-in capital, no distribution will be made. Dividends and bonuses may be distributed in cash or in shares, and the cash dividend shall be no less than 10% of the total amount of dividends.
Article 25: Matters not stipulated in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.
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Article 26: The Articles of Incorporation were established on September 3, 2013.
The 1st amendment was made on May 23, 2014.
The 2nd amendment was made on March 10, 2015.
The 3rd amendment was made on February 1, 2016.
The 4th amendment was made on May 4, 2016.
The 5th amendment was made on May 19, 2016.
The 6th amendment was made on November 15, 2016.
The 7th amendment was made on December 20, 2016.
The 8th amendment was made on March 15, 2017.
The 9th amendment was made on August 11, 2017.
The 10th amendment was made on January 9, 2018.
The 11th amendment was made on March 30, 2018.
The 12th amendment was made on November 13, 2018.
The 13th amendment was made on May 31, 2019.
The 14th amendment was made on June 23, 2022.
The 15th amendment was made on June 24, 2024.
The 16th amendment was made on June 17, 2025.
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[Appendix 2] Rules of Procedure for Shareholders' Meetings
eCloudvalley Digital Technology Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Article 1: In order to establish a governance system for the Company's shareholders' meetings, and to improve the supervisory function and to strengthen the management function, the Company hereby set forth the Rule in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2: Unless otherwise provided by law or the Articles of Incorporation, the rules of procedure of the Company's shareholders' meetings shall be in accordance with the provisions of these Rules.
Article 3: Unless otherwise provided by law or regulation, the Company's Shareholders' Meetings shall be convened by the Board of Directors.
The Company convened a video conference shareholders' meeting. Unless otherwise provided in the regulations governing the handling of stock affairs by public companies, it should be specified in the articles of incorporation and resolved by the Board of Directors. Additionally, the video shareholders' meeting should be held with the resolution approved by more than two-thirds of the attending directors and a majority of the attending directors.
Any change in the method of convening the shareholders' meeting shall be resolved by the Board of Directors and made no later than the date of sending the notice of the meeting.
The Company shall, 30 days before the date of an annual general shareholders' meeting or 15 days before the date of an extraordinary shareholders' meeting, electronically transmit the meeting notice, proxy form, acceptance items, discussion items, items for the election or dismissal of directors, and other explanatory materials to the Market Observation Post System. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders' meeting or 15 days before the date of the extraordinary shareholders' meeting. If, however, the Company has a paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting. The Company shall make the meeting agenda handbooks and supplementary materials available to shareholders for review 15 days before the shareholders' meeting and display them at the Company and the professional stock affairs agent appointed by the Company.
On the day of the shareholders' meeting, the Company shall provide shareholders with the agenda handbooks and supplementary materials in the following manner:
I. For a physical shareholders' meeting, they shall be distributed at the meeting venue.
II. For a video-assisted shareholders' meeting, they shall be distributed at the meeting venue and transmitted electronically to the video conference platform.
III. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
The notice and public announcement shall specify the reasons for convening the meeting. If the notice is agreed upon by the counterparty, it may be made electronically.
The election or dismissal of directors, amendment of the Articles of Incorporation, capital reduction, application for the cessation of public offering, approval of directors' participation in competitive business, capitalization of earnings, capitalization of capital reserve, dissolution, merger, spin-off of the Company, or any matters specified in Paragraph 1, Article 185 of the Company Act, matters specified in Article 26-1 and Article 43-6 of the Securities and Exchange Act, and matters specified in Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described in the notice of the meeting with a summary of the essential contents thereof, and shall not be brought up as extempore motions.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular Shareholders' Meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission. The period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
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Article 4 : For each Shareholders’ Meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to the Company five days before the date of the shareholders’ meeting. In the event that duplicate proxy forms are submitted, the proxy form first received shall prevail. However, this shall not apply to declarations to revoke the previous proxy.
After the proxy form is delivered to the Company, if a shareholder wishes to attend the shareholders' meeting in person or to exercise voting rights in writing or by electronic means, the shareholder shall notify the Company in writing to revoke the proxy appointment no later than two days prior to the date of the shareholders' meeting. If the revocation is made after the deadline, the voting rights exercised by the proxy shall prevail.
After the power of attorney is delivered to the Company, if a shareholder wishes to attend the shareholders' meeting via video conference, the shareholder should provide written notice to the Company to revoke the proxy two days prior to the shareholders' meeting. If the revocation is overdue, the voting rights shall be exercised by the proxy.
Article 5 : The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders’ meeting.
Article 6 : The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively, "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.
Shareholders should attend the shareholders' meeting with attendance certificates, attendance sign-in cards, or other attendance credentials. The Company shall not arbitrarily require shareholders to provide additional supporting documents as proof of attendance. If soliciting proxy forms, the solicitor should also carry identification documents for verification purposes.
The Company shall have an attendance book for attending shareholders to sign in, or the attending shareholders shall submit a sign-in card in lieu of signing in. The Company shall deliver the agenda handbook, annual report, attendance certificate, speech slip, ballot, and other meeting materials to the shareholders attending the shareholders' meeting. For the election of directors, the election ballots shall be attached as well.
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When the government or a legal entity is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a legal person is entrusted to attend a shareholders' meeting, only one person may be appointed to represent and attend.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1 : To convene a virtual Shareholders' Meeting, the Company shall include the following particulars in the Shareholders' Meeting notice:
- Information detailing how shareholders may attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders that have not registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(3) Where a hybrid shareholders' meeting is convened, if the virtual meeting cannot continue, after deducting the number of shares of shareholders attending the shareholders' meeting virtually, if the total number of shares present reaches the legal quorum for the shareholders' meeting, the shareholders' meeting shall continue. For shareholders attending virtually, their number of shares shall be counted toward the total number of shares of shareholders present, and they shall be deemed to have abstained from voting on all proposals of that shareholders' meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and extempore motions have not been carried out.
- When convening a virtual Shareholders' meeting, appropriate alternative measures shall be provided for shareholders who have difficulty participating in the meeting via video. Except for the circumstances specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with video conference equipment and necessary assistance and specify the period for shareholders to apply and other matters to be noted.
Article 7 : If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, the Vice Chairman shall act in place of the chairman. If there is no vice chairman or the Vice Chairman also is on leave or for any reason unable to exercise the
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powers of the Vice Chairman, the Chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the Chairman fails to designate a proxy, the managing directors or directors shall mutually select one person to act as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, preference shall be given to a managing director or director who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman of the Board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company shall appoint its designated lawyers, accountants or relevant personnel to attend the shareholders' meeting.
Article 8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders’ meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders’ meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9: Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of
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shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act. All shareholders shall be notified of the tentative resolution, and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10: If a Shareholders' Meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. The spoken content shall prevail if it differs from the record of the speech.
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For the same proposal, each shareholder may speak no more than twice without the Chairman's consent, and each time shall not exceed five minutes. However, if a shareholder's speech violates the regulations or is beyond the scope of the proposal, the chairman may stop them from speaking.
When a shareholder speaks at the meeting, other shareholders shall not interrupt or interfere unless they have obtained consent from both the Chairman and the speaking shareholder. If there is a violation, the chairman shall call it to a stop. When a corporate shareholder appoints two or more representatives to attend the shareholders' meeting, only one of them may speak on the same proposal.
After shareholders speak, the Chairman must personally respond or designate relevant personnel to respond.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The provisions of Paragraphs 1 through 5 of this Article shall not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12: Voting at a shareholders' meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
If a shareholder has a personal interest in a matter under consideration at the meeting that may conflict with the interests of the Company, the shareholder shall not participate in the vote and shall not exercise the voting rights as a proxy for other shareholders.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extempore motions and
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amendments to original proposals of that meeting. It is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. However, this shall not apply to declarations to revoke the previous proxy.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The vote counting or election of proposals at the shareholders' meeting shall be conducted in a public area of the meeting venue, and the voting results, including the tallied voting rights, shall be announced at the meeting upon completion of the counting, and a record shall be made.
The Company held a video conference for the shareholders' meeting. Shareholders participating via video conference should vote on each proposal and election proposal through the video conferencing platform after the chairman declares the meeting start. They should complete voting before the
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Chairman announces the end of voting, otherwise it will be deemed as abstention.
In the event of a virtual shareholders’ meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders’ meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders’ meeting online, except for extempore motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14: The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 15: The matters resolved at the shareholders’ meeting shall be recorded in meeting minutes, which shall be signed or sealed by the Chairman and distributed to each shareholder within twenty days after the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights) and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting
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online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting.
Article 16: On the day of a shareholders' meeting, the Company shall compile in the prescribed format statistical statements of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means and disclose these statistics at the shareholder meeting and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event of a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the start of the meeting and continue to display it until the meeting concludes.
During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. If there is another count of the total number of shares and voting rights of the attending shareholders during the meeting, it shall be the same.
For resolutions made at shareholders' meetings, if there are any major announcements as required by laws and regulations or the Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the prescribed time period.
Article 17: Staff handling administrative affairs of a shareholders' meeting shall wear identification cards.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
If a shareholder violates the rules of procedure and does not comply with the Chairman's correction, obstructing the progress of the meeting, and refuses to be stopped, the Chairman may instruct the proctors or security personnel to ask them to leave the venue.
Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
According to the provisions of Article 182 of the Company Act, the shareholders' meeting shall resolve to postpone or continue the meeting within five days.
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Article 19: In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the adjournment of the meeting.
Article 20: When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21: In the event of a virtual shareholders' meeting, the Company may offer a simple connection test to shareholders prior to the meeting and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session. According to the second paragraph, if a meeting is postponed or continued, shareholders who have registered to attend the original shareholders' meeting via video conference and completed check-in, but do not participate in the postponed or continued meeting, their attendance shares, exercised voting rights, and elected rights at the original shareholders' meeting shall be included in the total number of shares, voting rights, and elected rights of the shareholders attending the postponed or continued meeting.
During a postponed or resumed session of a shareholders' meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in the second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholder meeting, the shareholders' meeting shall continue, and postponement or resumption thereof under the second paragraph is not required.
If the circumstances mentioned in the preceding paragraph occur, the shareholders participating in the shareholders' meeting via video conference shall be counted towards the total number of shares in attendance but shall be deemed to have abstained from voting on all proposals for that shareholders' meeting.
If the Company postpones or continues the meeting in accordance with the
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provisions of the second paragraph, it shall follow the provisions of Article 44-20, Paragraph 7 of the Regulations Governing Handling of Stock Affairs for Public Companies, and conduct relevant preparatory work in accordance with the original shareholders' meeting date and the relevant provisions.
In accordance with the provisions of the latter part of Article 12 and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the postponement or resumption of the shareholders’ meeting to a new date as prescribed in Paragraph 2.
Article 22
: When the Company convenes a virtual shareholders' meeting, it shall provide appropriate alternative measures for shareholders who have difficulties attending the shareholders' meeting via video. Except for the circumstances specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with video conference equipment and necessary assistance and specify the period for shareholders to apply and other matters to be noted.
Article 23
: These Rules shall come into effect upon approval by the shareholders' meeting; the same shall apply in case of amendments.
The Procedure were established on March 30, 2018.
The 1st amendment was made on November 13, 2018.
The 2nd amendment was made on June 9, 2020.
The 3rd amendment was made on July 7, 2021.
The 4th amendment was made on June 23, 2022.
The 5th amendment was made on June 24, 2024.
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【Appendix 3】Ethical Corporate Management Best Practice Principles
eCloudvalley Digital Technology Co., Ltd.
Ethical Corporate Management Best Practice Principles
Article 1 : The Company has specifically formulated these Principles to establish a corporate culture of ethical management, sound development, and good business operations.
The scope of application of these Principles extends to the Company's subsidiaries, foundations to which the Company has directly or indirectly contributed more than 50% of total funds, and other group enterprises and organizations over which the Company has substantial control (hereinafter referred to as "group enterprises and organizations").
Article 2 : When engaging in commercial activities, the Company's directors, managerial officers, employees, appointees, or persons having substantial control (hereinafter referred to as "substantial controllers") shall not directly or indirectly provide, promise, request, or accept any improper benefits, or engage in any other conduct that is unethical, illegal, or in breach of fiduciary duty, for the purpose of obtaining or maintaining benefits (hereinafter referred to as "unethical conduct").
The counterparties of the conduct referred to in the preceding paragraph include public officials, political candidates, political parties or party officials, and any public or private enterprises or institutions and their directors (board members), supervisors (auditors), managerial officers, employees, substantial controllers, or other stakeholders.
Article 3 : The term "benefits" as used in these Principles refers to anything of value, including money, gifts, commissions, positions, services, preferential treatment, kickbacks, etc., in any form or under any name. However, this shall not apply to normal social courtesies that are occasional in nature and do not affect specific rights and obligations.
Article 4 : The Company shall comply with Company Act, Securities And Exchange Act, Business Entity Accounting Act, the Political Contributions Act, the Anti-Corruption Act, the Government Procurement Act, the Act on Recusal of Public Servants Due to Conflicts of Interest, relevant regulations for listed and TPEx-listed companies, or other laws and regulations related to commercial activities, as the basic premise for implementing ethical management.
Article 5 : The Company shall, based on the principles of integrity, transparency, and accountability, formulate integrity-based policies approved by the Board of Directors, and establish sound corporate governance and risk management mechanisms to create a business environment for sustainable development.
Article 6 : The ethical corporate management policies formulated by the Company shall clearly and in detail prescribe specific ethical management practices and programs to prevent unethical conduct (hereinafter referred to as "prevention
programs"), including operating procedures, guidelines for conduct, and education and training.
Such prevention programs established by the Company shall comply with the relevant laws and regulations of the locations where the Company and its group enterprises and organizations operate.
Article 7 : The Company shall establish an assessment mechanism for the risk of unethical conduct, periodically analyze and assess business activities within its business scope that pose a higher risk of unethical conduct, and formulate prevention programs accordingly. The Company shall also periodically review the appropriateness and effectiveness of such prevention programs.
The Company should establish prevention programs by referring to domestic and international standards or guidelines, which shall at least cover prevention measures for the following acts:
- Bribery and corruption.
- Provision of illegal political donations.
- Improper charitable donations or sponsorships.
- Providing or accepting unreasonable gifts, hospitality, or other improper benefits.
- Infringement of trade secrets, trademark rights, patent rights, copyrights, and other intellectual property rights.
- Engaging in acts of unfair competition.
- Products and services directly or indirectly damaging the rights, interests, health, and safety of consumers or other stakeholders during research and development, procurement, manufacturing, provision, or sale.
Article 8 : The Company shall require directors and senior management to issue a statement of compliance with ethical corporate management policies, and shall require employees to comply with such policies as part of their employment terms.
The Company and its group enterprises and organizations shall clearly state their ethical corporate management policies in their internal regulations, external documents, and corporate websites, as well as the commitment from the Board of Directors and senior management to actively implement the ethical corporate management policies, and shall faithfully implement such policies in internal management and commercial activities.
The Company shall produce documented information regarding the ethical corporate management policies, declarations, commitments, and implementation referred to in paragraphs 1 and 2, and shall retain such information properly.
Article 9 : The Company shall conduct its business activities in a fair and transparent manner based on the principle of ethical management.
Prior to engaging in commercial dealings, the Company shall assess the legality of its agents, suppliers, customers, or other business counterparties and whether they are involved in any unethical conduct, and shall avoid conducting transactions with those involved in unethical conduct.
Contracts entered into between the Company and its agents, suppliers, customers, or other business counterparties shall include provisions requiring compliance with ethical corporate management policies and terms allowing for
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the termination or rescission of the contract at any time if the counterparty is involved in unethical conduct.
Article 10 : The Company and its directors, managerial officers, employees, agents, and substantial controllers shall not, in the course of performing their duties, directly or indirectly provide, promise, demand, or accept any form of improper benefits to or from customers, agents, contractors, suppliers, public officials, or other stakeholders.
Article 11 : The Company and its directors, managerial officers, employees, appointees, and substantial controllers, when providing donations directly or indirectly to political parties or organizations or individuals participating in political activities, shall comply with the Political Contributions Act and the Company's relevant internal operating procedures, and shall not seek to obtain commercial interests or trading advantages thereby.
Article 12 : The Company and its directors, supervisors, managerial officers, employees, appointees, and substantial controllers shall, with respect to charitable donations or sponsorships, comply with relevant laws and regulations and internal operating procedures, and shall not engage in bribery in disguise.
Article 13 : The Company and its directors, managerial officers, employees, appointees, and substantial controllers shall not, directly or indirectly, provide or accept any unreasonable gifts, hospitality, or other improper benefits to establish business relationships or influence business transactions.
Article 14 : The Company and its directors, managerial officers, employees, appointees, and substantial controllers shall comply with intellectual property-related laws and regulations, the Company's internal operating procedures, and contractual provisions. Without the consent of the intellectual property rights owner, they shall not use, disclose, dispose of, damage, or engage in any other acts that infringe upon intellectual property rights.
Article 15 : The Company shall conduct its business activities in accordance with relevant competition laws and regulations, and shall not fix prices, rig bids, limit output or quotas, or share or divide markets by means of allocating customers, suppliers, operational territories, or types of business.
Article 16 : The Company and its directors, managerial officers, employees, appointees, and substantial controllers shall, in the process of research and development, procurement, manufacturing, provision, or sale of products and services, comply with relevant laws, regulations, and international standards to ensure the information transparency and safety of products and services, and formulate and disclose their consumer or other stakeholder interest protection policies, and implement them in business operations to prevent products or services from directly or indirectly damaging the interests, health, and safety of consumers or other stakeholders. Where there are facts sufficient to recognize that its products or services are likely to endanger the safety and health of consumers or other stakeholders, the Company shall, in principle, immediately recall the batch of
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products or cease the services.
Article 17 : The directors, supervisors, managerial officers, employees, appointees, and substantial controllers of the Company shall exercise the due care of a good administrator, urge the Company to prevent unethical conduct, and constantly review the results of its implementation and pursue continuous improvement to ensure the implementation of ethical corporate management policies.
To ensure sound management of ethical corporate management, the Company shall establish a dedicated unit under the Board of Directors and allocate sufficient resources and competent personnel to be responsible for the formulation and supervision of the implementation of ethical corporate management policies and prevention programs. The unit shall primarily handle the following matters and report to the Board of Directors regularly (at least once a year):
- Assist in integrating integrity and ethical values into the Company's business strategies, and establish relevant preventive measures to ensure ethical management in coordination with laws and regulations.
- Regularly analyze and evaluate the risks of unethical conduct within the scope of business, and based thereon, establish programs to prevent unethical conduct, and set forth standard operating procedures and conduct guidelines for work and business within each program.
- Plan internal organization, staffing, and functions, and establish mutual supervision and checks and balances mechanisms for business activities within the scope of business that pose a higher risk of unethical conduct.
- Promotion and coordination of integrity policy advocacy and training.
- Establish a whistleblowing system and ensure its effectiveness.
- Assist the Board of Directors and management in auditing and evaluating whether the preventive measures established for the implementation of ethical corporate management are operating effectively, and periodically evaluate compliance within relevant business processes and prepare reports.
Article 18 : The Company's directors, managerial officers, employees, agents, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.
Article 19 : The Company should formulate a policy to prevent conflicts of interest and provide appropriate channels for directors, managerial officers, and other stakeholders attending or present at Board meetings to proactively explain whether they have any potential conflicts of interest with the Company.
If any of the Company's directors, managerial officers, or other stakeholders attending or present at the Board meeting have an interest in a proposal listed at the Board meeting, whether on their own behalf or on behalf of the legal person they represent, they shall explain the material content of such interest at the said Board meeting. If there is a risk of prejudice to the interests of the Company, they shall not participate in the discussion or voting, shall recuse themselves from such discussion and voting, and shall not exercise voting rights as a proxy for other directors. Directors shall also exercise self-discipline and must not provide improper mutual support.
The directors, supervisors, employees, appointees, and substantial controllers of
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the Company shall not use their positions or influence in the Company to obtain improper benefits for themselves, their spouses, parents, children, or any other person.
Article 20
: The Company shall establish effective accounting systems and internal control systems for business activities with a higher risk of unethical conduct, shall not maintain off-book accounts or secret accounts, and shall conduct regular reviews to ensure that the design and implementation of such systems remain effective. The internal audit unit of the Company shall, based on the results of the assessment of the risk of unethical conduct, formulate relevant audit plans, including the audit subjects, scope, items, frequency, etc., and audit the compliance with the prevention programs accordingly. The internal audit unit may also engage a certified public accountant to perform the audit and, if necessary, may engage professionals to assist.
The results of the audit referred to in the preceding paragraph shall be reported to senior management and the dedicated unit for ethical corporate management, and a work report shall be prepared and submitted to the Board of Directors.
Article 21
: The Company shall, in accordance with the provisions of Article 6, establish procedures and guidelines for conduct to specifically prescribe matters for attention in the performance of business by directors, managerial officers, employees and substantial controllers, the content of which shall at least cover the following matters:
- Criteria for determining the provision or acceptance of improper benefits.
- Procedures for providing lawful political contributions.
- Procedures and amount standards for providing legitimate charitable donations or sponsorships.
- Provisions for the avoidance of conflicts of interest related to duties, and the reporting and handling procedures thereof.
- Confidentiality provisions for confidential and commercially sensitive information obtained in the course of business.
- Regulations and handling procedures for suppliers, customers, and business counterparts involved in unethical conduct.
- Procedures for handling discovered violations of corporate Ethical Corporate Management Practice Principles.
- Disciplinary actions taken against violators.
Article 22
: The Chairman, President, or senior management of the Company shall periodically communicate the importance of integrity to directors, employees, and appointees.
The Company shall regularly organize training and awareness programs for directors, supervisors, managerial officers, employees, appointees, and substantial controllers, and invite counterparties engaging in commercial transactions with the Company to participate, so that they may fully understand the Company's commitment to ethical management, its policies and preventive measures, and the consequences of engaging in unethical conduct.
The Company shall integrate its ethical corporate management policies with employee performance appraisals and human resources policies, and establish a
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clear and effective reward and penalty system.
Article 23 : The Company shall establish a concrete whistleblowing system and ensure its effective implementation, the content of which shall at least cover the following matters:
- Establishment and public announcement of an internal independent whistleblowing mailbox and hotline, or engagement of an external independent institution to provide a whistleblowing mailbox and hotline, for use by internal and external personnel of the Company.
- The designation of dedicated personnel or units for handling whistleblowing reports. Where the whistleblowing matter involves a director or senior management, it shall be reported to the independent directors or supervisors. Categories of reportable matters and their corresponding standard operating procedures for investigation shall also be established.
- Establishment of follow-up measures to be taken based on the severity of the circumstances after the investigation of a reported case is completed. Where necessary, reports shall be made to the competent authority or referred to the judicial authorities for investigation.
- The recording and preservation of documentation relating to the acceptance of reports, investigation process, investigation results, and preparation of relevant records for whistleblowing cases.
- Ensure the confidentiality of the whistleblower's identity and the content of the report, and allow anonymous reporting.
- Measures to protect whistleblowers from improper treatment due to whistleblowing.
- Whistleblower incentive measures.
The dedicated personnel or unit of the Company responsible for handling whistleblowing reports shall, upon discovering material non-compliance or a risk of material damage to the Company through investigation, immediately prepare a report and notify the independent directors in writing.
Article 24 : The Company shall clearly stipulate and announce a disciplinary and appeal system for violations of the integrity management regulations, and shall promptly disclose information such as the job title and name of the violator, the date of the violation, the content of the violation, and the handling status on the Company's internal website.
Article 25 : The Company shall establish quantitative data for promoting ethical corporate management, continuously analyze and evaluate the effectiveness of ethical policy promotion, and disclose its adopted measures, implementation status, and the aforementioned quantitative data and promotion effectiveness for ethical corporate management on its website, in annual reports, and in prospectuses, and disclose the content of Ethical Corporate Management Best Practice Principles on the Market Observation Post System website.
Article 26 : The Company shall monitor the development of domestic and international regulations related to ethical corporate management at all times, and encourage directors, managerial officers, and employees to provide suggestions, based on
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which the ethical corporate management policies established and measures implemented by the Company shall be reviewed and improved, so as to enhance the effectiveness of the Company's ethical corporate management.
Article 27 : These Principles shall be implemented after being approved by the Board of Directors, and shall be sent to the Audit Committee and reported to the shareholders' meeting; the same shall apply to any amendments.
When the Company submits Ethical Corporate Management Best Practice Principles to the Board of Directors for discussion in accordance with the provisions of the preceding paragraph, it shall fully consider the opinions of each independent director, and their dissenting or reserved opinions shall be recorded in the minutes of the Board meeting; if an independent director cannot attend the Board meeting in person to express a dissenting or reserved opinion, unless there is a justified reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting.
These Principles were established on September 25, 2018.
First amendment on July 3, 2019.
Second amendment on November 11, 2025.
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【Appendix 4】Procedures for Ethical Management and Guidelines for Conduct
eCloudvalley Digital Technology Co., Ltd.
Procedures for Ethical Management and Guidelines for Conduct
Article 1 : Purpose
The Company conducts business activities based on the principles of fairness, honesty, trustworthiness, and transparency. To implement the ethical corporate management policy and actively prevent unethical conduct, these Procedures and Guidelines are hereby established to provide specific guidelines for matters that the Company's personnel shall attend to when performing their duties.
Article 2 : Legal Basis
These Procedures and Guidelines for Conduct are established in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and the relevant laws and regulations of the locations where the Company and its group enterprises and organizations operate.
Article 3 : Scope of Application
The scope of application of these Procedures and Guidelines for Conduct extends to the Company's subsidiaries, foundations where the Company's cumulative direct or indirect contribution to the funds exceeds 50 percent, and other group enterprises and organizations such as institutions or legal persons over which the Company has substantive control.
Article 4 : Responsible Unit
These Procedures and Guidelines for Conduct are formulated by the Legal Department.
Article 5 : Definitions
1. "Company personnel" refers to the directors, managerial officers, employees, appointees, and persons with de facto control of the Company and its group enterprises and organizations.
Where personnel of the Company provide, promise, request, or accept any improper benefits through a third party, it shall be presumed to be an act of the personnel of the Company.
2. "Unethical conduct" refers to any personnel of the Company who, in the course of performing their duties, directly or indirectly provide, accepts, promises, or requests any improper benefits, or engages in other acts that violate integrity, are illegal, or breach fiduciary duties for the purpose of obtaining or maintaining benefits.
3. The "counterparties" of the acts in the preceding paragraph include public officials, candidates for political office, political parties or party officials, and any public or private enterprises or institutions and their directors (board members), supervisors (auditors), managerial officers, employees, substantial controllers, or other stakeholders.
4. "Benefits" refer to money, gratuities, gifts, commissions, positions, services, preferential treatment, rebates, facilitation payments, hospitality, entertainment, and other things of value in any form or name.
Article 6 : Division of Authority and Responsibility
The Company has established and designated the Ethical Management Task Force as the dedicated unit (hereinafter referred to as the "Company's dedicated unit"), which is subordinate to the Board, and shall be allocated with sufficient resources and competent personnel to handle the amendment, implementation, interpretation, consulting services, and the registration and filing of reported content, as well as the supervision of implementation, of these Procedures and Guidelines. Its primary functions and duties are as follows, and it shall report to the Director on a regular basis (at least once a year):
- Assist in integrating integrity and ethical values into the Company's business strategies, and establish relevant preventive measures to ensure ethical management in coordination with laws and regulations.
- Regularly analyze and evaluate the risks of unethical conduct within the scope of business, and based thereon, establish programs to prevent unethical conduct, and set forth standard operating procedures and conduct guidelines for work and business within each program.
- Plan internal organization, staffing, and functions, and establish mutual supervision and checks and balances mechanisms for business activities within the scope of business that carry a higher risk of unethical conduct.
- Promotion and coordination of integrity policy advocacy and training.
- Plan a whistleblowing system to ensure the effectiveness of implementation.
- Assist the Board of Directors and management in auditing and evaluating whether the preventive measures established for the implementation of ethical corporate management are operating effectively, and periodically evaluate compliance within relevant business processes and prepare reports.
- Prepare and properly maintain documented information such as ethical corporate management policies and statements of compliance therewith, and the status of implementation of commitments and execution.
Article 7 : Operational Instructions
- When the personnel of the Company directly or indirectly provide, accept, promise, or request the benefits stipulated in Article 4, except for the circumstances in the following items, such actions shall comply with the provisions of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and these Procedures and Guidelines, and may only be performed after following the relevant procedures:
(1) Actions taken in accordance with local etiquette, customs, or practices for business purposes, such as domestic or overseas visits, hosting foreign guests, business promotion, and communication or coordination.
(2) Participation in or invitation to normal social activities based on normal social etiquette, business purposes, or the promotion of relationships.
(3) Invitations to customers or acceptance of invitations to specific business activities, factory visits, etc., due to business needs, where the method of expense bearing, number of participants, accommodation class, and duration of the aforementioned activities
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have been clearly stipulated.
(4) Participation in folk festival activities that are held publicly and to which the general public is invited.
(5) Incentives, relief, condolences, or rewards provided by supervisors.
(6) Other circumstances that comply with the regulations of the Company.
- When personnel of the Company are offered or promised, directly or indirectly, any benefits as stipulated in Article 4 by others, except under the circumstances set forth in the subparagraphs of the preceding Article, the following procedures shall be followed:
(1) If the person offering or promising has no interest related to their official duties, the recipient shall report to their immediate supervisor within three days from the date of receipt and, when necessary, notify the dedicated unit of the Company.
(2) If the person offering or promising has an interest in the recipient's duties, such offer or promise shall be returned or refused, and reported to the immediate supervisor and notified to the Company's dedicated unit; if it cannot be returned, it shall be handed over to the Company's dedicated unit for handling within three days from the date of receipt.
The term "having an interest in their duties" as used in the preceding paragraph refers to any of the following circumstances:
(1) Those who have relationships such as business dealings, command and supervision, or subsidies (incentives) for expenses.
(2) Those who are seeking, entering into, or have entered into contracting, sale and purchase, or other contractual relationships.
(3) Other persons who will be favorably or unfavorably affected by the decisions, execution, or non-execution of the Company's business.
The dedicated unit of the Company shall, depending on the nature and value of the benefits referred to in the first paragraph, propose suggestions such as returning the benefits, accepting the benefits by paying for them, surrendering the benefits to the public, donating them to charitable organizations, or other appropriate suggestions, and implement such suggestions after reporting to Chairman for approval.
- The Company shall not provide or promise any facilitation payments.
If personnel of the Company provide or promise facilitation payments due to threats or intimidation, they shall record the process, report it to their immediate supervisor, and notify the dedicated unit of the Company.
Upon receipt of the notification referred to in the preceding paragraph, the dedicated unit of the Company shall handle it immediately and review the relevant circumstances to mitigate the risk of recurrence. If any unlawful circumstances are discovered, the judicial authorities shall also be notified immediately.
- Personnel of the Company who directly or indirectly provide donations to political parties or organizations or individuals participating in political activities shall comply with the Political Contributions Act and the relevant internal operating procedures of the Company, and shall not seek commercial interests or trading advantages thereby.
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The Company's personnel shall comply with relevant laws and regulations and internal operating procedures regarding charitable donations or sponsorships, and shall not engage in bribery in a disguised form.
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If any of the Company's directors, supervisors, managerial officers, or other stakeholders attending or present at the Board meeting have a personal interest or an interest in the juristic person they represent regarding the matters of the Board meeting, they shall explain the material content of such interest at the current Board meeting. Where there is a concern that such interest may be prejudicial to the interests of the Company, they shall not participate in the discussion or voting, shall recuse themselves from the discussion and voting, and shall not exercise voting rights as a proxy for other directors. Directors shall also exercise self-discipline and must not provide improper mutual support.
The spouse, relatives within the second degree of kinship, or companies under the control of a director shall be deemed to have the same conflict of interest as the director. When performing company business, if personnel of the Company discover a situation involving a conflict of interest between themselves or the legal person they represent, or a situation that may allow themselves, their spouses, parents, children, or interested parties to obtain improper benefits, they shall report the relevant matters to their immediate supervisor and the dedicated unit of the Company simultaneously, and the immediate supervisor shall provide appropriate guidance.
The personnel of the Company shall not use company resources for commercial activities outside the Company, and shall not allow their participation in commercial activities outside the Company to affect their work performance.
- The Company shall establish a dedicated processing unit responsible for formulating and implementing management, preservation, and confidentiality operating procedures for the Company's intellectual property, such as trade secrets, trademarks, patents, and copyrights, and shall periodically review the implementation results to ensure the continuous effectiveness of such operating procedures.
The personnel of the Company shall strictly comply with the relevant operational regulations for intellectual property set forth in the preceding paragraph, and shall not disclose the Company's trade secrets, trademarks, patents, copyrights, and other intellectual property known to them to others, and shall not inquire into or collect the Company's trade secrets, trademarks, patents, copyrights, and other intellectual property that are not related to their duties.
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In conducting its business activities, the Company shall comply with the Fair Trade Act and relevant competition regulations, and shall not fix prices, rig bids, restrict output and quotas, or share or divide markets by means of allocating customers, suppliers, operating territories, or types of business.
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The personnel of the Company shall comply with the provisions of Securities And Exchange Act and shall not engage in insider trading by
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utilizing non-public information known to them, nor shall they disclose such information to others, so as to prevent others from utilizing such non-public information to engage in insider trading.
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Other institutions or personnel participating in the Company's mergers, demergers, acquisitions, and share transfers, material memoranda, strategic alliances, other business cooperation plans, or material contracts shall sign a confidentiality agreement with the Company, undertaking not to disclose the Company's trade secrets or other material information known to them to others, and shall not use such information without the consent of the Company.
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The Company shall require directors and senior management to issue a statement of compliance with the ethical corporate management policy, and shall require employees to comply with the ethical corporate management policy in the terms of employment.
The Company shall disclose its ethical corporate management policy in its internal rules, annual reports, company website, or other promotional materials, and make timely declarations during external activities such as product launches and investor conferences, so that its suppliers, customers, or other business-related institutions and personnel can clearly understand its philosophy and norms of ethical corporate management.
- Before establishing business relationships with others, the Company shall first evaluate the legality and ethical management policies of agents, suppliers, customers, or other business counterparties, and whether they have any records of involvement in unethical conduct, to ensure that their business operation methods are fair and transparent and will not request, offer, or accept bribes.
When conducting the assessment referred to in the preceding paragraph, the Company may adopt appropriate audit procedures to review its business counterparts regarding the following matters, so as to understand the status of their ethical management:
(1) The country of the enterprise, its place of operations, organizational structure, operating policies, and place of payment.
(2) Whether the enterprise has established an ethical corporate management policy and the status of its implementation.
(3) Whether the location of the enterprise's operations belongs to a country with a high risk of corruption.
(4) Whether the business operated by the enterprise belongs to an industry with a high risk of bribery.
(5) The long-term operating conditions and goodwill of the enterprise.
(6) Consult its business partners for their opinions on the enterprise.
(7) Whether the enterprise has any record of unethical conduct such as involvement in bribery or illegal political contributions.
- The personnel of the Company, in the course of engaging in commercial activities, shall explain the Company's ethical management policies and relevant regulations to the transaction counterparty, and shall explicitly refuse to directly or indirectly provide, promise, demand, or accept any
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form or name of improper benefits.
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The personnel of the Company shall avoid engaging in commercial transactions with agents, suppliers, customers, or other business partners involved in dishonest behavior. Upon discovery of dishonest behavior by a business partner or counterparty, commercial dealings with such party shall be terminated immediately, and the party shall be listed as a restricted party in order to implement the Company's ethical corporate management policy.
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When entering into contracts with others, the Company shall fully understand the status of the other party's ethical management and shall incorporate compliance with ethical management into the contract terms. The following matters shall be at least clearly stipulated in the contract:
(1) If any party is involved in dishonest behavior in business activities, the other party may terminate or rescind the contract at any time and unconditionally.
(2) Establish clear and reasonable payment terms, including information on the payment recipient, the method of payment, and the relevant tax laws and regulations that must be complied with.
- When the Company discovers or receives a report that the Company's personnel are involved in unethical conduct, it shall immediately investigate and clarify the relevant facts. If it is confirmed that there is indeed a violation of relevant laws and regulations or the Company's ethical corporate management policies and regulations, the Company shall immediately require the perpetrator to cease the relevant conduct and make appropriate dispositions, and when necessary, claim for damages through legal proceedings to protect the reputation and rights and interests of the Company.
For any unethical conduct that has occurred, the Company shall require relevant units to conduct a review and propose improvement measures to prevent the recurrence of the same conduct.
The dedicated unit of the Company shall report unethical conduct, the handling methods thereof, and subsequent review and improvement measures to the Board of Directors.
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When personnel of the Company encounter others engaging in dishonest conduct toward the Company, if such conduct involves illegal matters, the Company shall notify the judicial and prosecutorial authorities of the relevant facts; if public agencies or public officials are involved, the Company shall also notify the government anti-corruption authorities.
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The Company shall incorporate ethical corporate management into employee performance appraisals and human resources policies, and establish clear and effective systems for rewards, penalties, and grievances. For personnel of the Company whose violation of integrity involves serious circumstances, the Company shall dismiss or discharge them in accordance with relevant laws and regulations or the Company's personnel regulations. The Company shall disclose on its internal website information such as the job titles and names of personnel who have violated unethical conduct, the dates of the violations, the contents of the violations, and the handling status
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thereof.
Article 8 : Control Points
(1) In business dealings, whether improper benefits have been directly or indirectly provided, accepted, promised, or requested in accordance with these Procedures and Guidelines for Conduct.
(2) Whether, upon receipt of a report of an alleged unethical act, fact-finding is conducted and appropriate measures are taken in accordance with these Procedures and the Guidelines for Conduct.
Article 9 : Reference Measures
(1) Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies.
(2) The Company's "Ethical Corporate Management Best Practice Principles".
Article 10 : Forms Used
None.
Article 11 : Implementation and Amendment
These Procedures and Guidelines for Conduct shall be implemented upon resolution and approval by the Board, and shall be submitted to the Audit Committee and reported to the shareholders' meeting; the same shall apply to any amendments.
When these Procedures and Guidelines for Conduct are submitted to the Board for discussion, the opinions of each independent director shall be fully considered, and their dissenting or reserved opinions shall be recorded in the minutes of the Board meeting; if an independent director is unable to attend the Board meeting in person to express dissenting or reserved opinions, unless there is a justified reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting.
These Procedures and Guidelines for Conduct were formulated on September 25, 2018.
First amendment on March 23, 2020.
Second amendment on November 11, 2025.
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[Appendix 5] Directors' Shareholding Status
Shareholding Status of Directors
- As of the record date of the Shareholders' Meeting (April 14, 2026), the paid-in capital of the Company is NT$680,000,000, with 68,000,000 shares.
- In accordance with Article 26 of the Securities and Exchange Act and Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares that all directors of the Company shall hold is as follows:
The minimum number of shares that all directors shall hold is 5,440,000 shares.
- As of the record date of the shareholders' meeting, the shareholding status of the directors is as follows:
| Title | Shareholder Name | Shareholding | Shareholding Ratio |
|---|---|---|---|
| Chairman | Tsai, Chia-Hung | 3,775,494 | 5.55% |
| Director | Lin, I | 1,802,380 | 2.65% |
| Director | Ong, Chorng-Shyong | 0 | 0.00% |
| Director | Mean Good Investment Co., Ltd. | ||
| Representative: Hsieh, Ming-Hung | 5,712,468 | 8.40% | |
| Independent Director | Huang, Yi-Tsung | 0 | 0.00% |
| Independent Director | Lin, Han-Fei | 0 | 0.00% |
| Independent Director | Yeh, Yuh-Lin | 2,000 | 0.00% |
| Total aggregate shares of all Director | 11,292,342 | 16.60% |
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【Appendix 6】Other Explanatory Information
Explanation of the acceptance of the proposals made by the shareholders in shareholders' meetings
- In accordance with Article 172-1 of the Company Act, Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a Company may propose to the Company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred words.
- The period for accepting shareholder proposals for the Company's 2026 Annual General Meeting is from March 30, 2026, to April 8, 2026, and has been announced on Market Observation Post System website in accordance with the law.
- No shareholder proposal was received during the proposal acceptance period.