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EDOM — AGM Information 2026
May 11, 2026
52280_rns_2026-05-11_02b90556-98a1-4dc1-8caa-50791a5ad9db.pdf
AGM Information
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Table of Contents
Page
Chapter 1 Shareholders' Meeting Agenda --- 1
Chapter 2 Announcements --- 2
Chapter 3 Proposals --- 2
Chapter 4 Discussion --- 3
Chapter 5 Extempore Motions --- 4
Chapter 6 Meeting Adjourned --- 4
Chapter 7 Attachments
Attachment I. Business Report --- 5
Attachment II. Independent CPA's Audit Report and Financial Statements --- 10
Attachment III. Audit Committee's Review Report --- 32
Attachment IV. Amendments to the Loaning of Funds and Making of
Endorsements/Guarantees procedures --- 33
Chapter 9 Appendices
Appendix I. Loaning of Funds and Making of Endorsements/Guarantees procedures. (full
text before revision) --- 34
Appendix II. Rules of Procedure for Shareholders' Meetings --- 47
Appendix III. Articles of Incorporation --- 50
Appendix IV. Impact of the free share allotment on the company's operating performance,
earnings per share and return on shareholders' returns --- 64
Appendix V. Information on the proposed distribution of employee compensation and
directors' compensation by the Board of Directors --- 65
Appendix VI. Number of shares held by all directors --- 66
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EDOM Technology Co., Ltd.
2026 Annual General Shareholders' Meeting Agenda
Time: June 11, 2026, 9:00 AM
Venue: No. 127, Sec. 7, Zhongshan N. Rd., Shilin Dist., Taipei City 111
(Vol. 202 Conference Room, MellowField Hotel)
Meeting Procedures
I. Calling the Meeting to Order
II. Chairman's Remarks
III. Announcements
(I) To report 2025 employees' and directors' compensation
(II) The 2025 Business Report.
(III) The 2025 Audit Committee Review Report.
IV. Proposals
(I) 2025 Business Report and Financial Statements.
(II) To approve the proposal for distribution of 2025 profits.
V. Discussion
(I) Discussion of amendments to the Company's "Procedures for Funding and Endorsement Guarantee".
(II) To release Directors of the Company from Non-Compete Restriction.
VI. Extempore Motions
VII. Meeting Adjourned
[Announcements]
Report 1
Subject: To report 2025 employees' and directors' compensation.
Explanation: In accordance with the Company's Articles of Incorporation and the resolution of the Board of Directors dated March 11, 2026, the Company proposes to distribute the 2025 profit as follows: NT$17,195,635 for directors' remuneration, NT$24,073,889 for employees' compensation, and NT$10,317,381 for entry-level employees' compensation. All distributions will be made in cash. The recipients may include employees of controlled or subsidiary companies who meet certain specific criteria.
Report 2
Subject: The 2025 Business Report.
Explanation: Please refer to page 5-9 of Attachment I for the 2025 Business Report.
Report 3
Subject: The 2025 Audit Committee Review Report.
Explanation: Please refer to page 32 for Attachment III.
[Proposals]
Item 1 (Proposed by the Board of Directors)
Subject: 2025 Business Report and Financial Statements.
Explanation:
I. The Company's 2025 Financial Statements and Consolidated Financial Statements have been audited by Deloitte & Touche and presented for recognition along with the Business Report.
II. Please refer to Attachment I and II (pages 5 to 31) for reference.
Resolution:
Item 2 (Proposed by the Board of Directors)
Subject: To approve the proposal for distribution of 2025 profits.
Explanation:
I. The Company's 2025 earnings distribution is proposed as follows.
EDOM Technology Co., Ltd.
2025 Earnings Distribution
Unit: NT$
| Item | Amount |
|---|---|
| Beginning retained earnings | 0 |
| Plus: Net profit after tax in 2025 | 541234638 |
| Plus: Remeasurements of defined benefit plans are recognized in retained earnings | 4056000 |
| Less: Legal reserve | (54529064) |
| Retained earnings available for distribution | 490761574 |
| Allocation: | |
| Cash dividends to shareholders | (269,829,794) |
| Unappropriated retained earnings | 220931780 |
Chairman: Wayne Tseng
CEO: Jeffrey Yu
CFO: Jackie Chien
II. Based on the number of 269,829,794 shares outstanding on the day of resolution made by the Board of Directors of the Company, NT$269,829,794 is proposed as the amount of cash dividends at NT$1 per share, distributed to NT$1 (rounded down to an integer). Fractional amount less than NT$1 should be recorded as other income of the Company. The Board of Directors proposes the Chairman to be authorized to make any necessary adjustments to the distribution ratio, ex-dividend date and date of distribution in case of a change in the number of outstanding shares of the Company caused by repurchase of the treasury shares, transfer or holders convertible bonds exercising their option for conversion prior to the record date.
Resolution:
[Discussion]
Item 1 (Proposed by the Board of Directors)
Subject: Discussion of amendments to the Company's "Procedures for Funding and Endorsement Guarantee".
Explanation: To meet the Company's practical needs, it is proposed to amend certain articles of the " Loaning of Funds and Making of
Endorsements/Guarantees procedures " Please refer to Attachment IV, Page 33, for a comparison of the amendments before and after the change.
Resolution:
Item 2 (Proposed by the Board of Directors)
Subject: To release Directors of the Company from Non-Compete Restriction.
Explanation:
I. In accordance with Article 209 of the Company Act, "A director who conducts business within the scope of the company's business for himself/herself or others shall explain the essential contents of such acts to the shareholders' meeting and obtain its approval."
II. To meet the operational needs of the Company, it is proposed to lift the non-competition restrictions on directors pursuant to Article 209 of the Company Act. For the list of candidates for approval, please refer to the table below:
| Job Title | Name | Concurrent Positions in Other Companies |
|---|---|---|
| Independent Director | Chang, Wan-Ting | Independent Director of ACROX Technologies Co., Ltd. |
| Representative of Juridical Person Director of Hantong Venture Capital Co., Ltd. | ||
| Director | WPG Holdings Limited | |
| Representative: Tai, Ju-Fang | Director of Synnex Technology International Corp. (Investment Holding) |
Resolution:
[Extempore Motions]
[Meeting Adjourned]
[Attachment I]
Business Report
I. 2025 Business Report
(I) Implementation Results of Business Plan
Since 2025, overall interest rates have remained at relatively high levels. Coupled with geopolitical risks and shifts in trade policies, the pace of industrial recovery has become more cautious. In response to these external challenges, the Company has continued to strengthen internal management and operational efficiency to enhance overall competitiveness and financial health.
In fiscal year 2025, the Company actively implemented operational improvement plans, focusing on strengthening inventory management, optimizing product mix, and strictly controlling personnel operating costs. Through precise demand forecasting and inventory clearance measures, we effectively reduced inventory levels and improved turnover efficiency. Concurrently, we conducted organizational optimization and workforce adjustments, successfully containing the growth of personnel expenses and significantly improving the overall operating expense ratio. Furthermore, by continuously strengthening accounts receivable management and cash flow monitoring, our capital utilization efficiency has also surpassed previous levels.
As these improvement measures gradually took effect, financing costs for 2025 decreased by approximately 19.93% compared to 2024, resulting in a more robust financial structure.
In summary, the Group's consolidated revenue for 2025 reached NT$115.573 billion, a 2.04% increase from NT$113.256 billion in 2024. Consolidated net income before tax was NT$687 million, and basic earnings per share (EPS) stood at NT$2.01, representing a turnaround from losses to profits compared to the same period last year.
Looking ahead, the global economy continues to face uncertainties such as the direction of interest rate policies, changes in the trade environment, and regional political risks. The Company will continue to:
- Actively expand the application fields of AI agency products
- Strengthen inventory and cash flow management
- Optimize organizational structure and human resource efficiency
- Improve product sales mix and gross margin structure
- Strictly control operating expenses and capital expenditures
Over the past year, in a challenging environment, we are grateful for the trust and tolerance of our shareholders, which allowed the Company to steadily advance its reform and improvement measures. The management team will continue to uphold a cautious and responsible attitude, making every effort to live up to expectations and working together with all shareholders to build the foundation for the enterprise's long-term development.
(II) Budget Execution
The Company did not publicly disclose the financial forecast for 2025. Therefore, no information regarding budget execution and achievement is available.
(III) Analysis of Financial Revenue, Cost and Profitability
Unit: NT$ thousand
| Analysis | Item | 2025 | 2024 |
|---|---|---|---|
| Financial revenue and cost | Net operating revenue | 115,572,529 | 113,256,257 |
| Operating profit | 1,842,865 | 1,627,140 | |
| Net income | 541,235 | (565,769) | |
| Capital Structure | Debt-to-Asset Ratio | 80.01 | 83.44 |
| Solvency | Current Ratio | 135.01 | 113.34 |
| Profitability | Return on Assets (ROA) | 1.94% | -2.04% |
| Return on Equity (ROE) (%) | 9.69% | -12.33% | |
| Net profit ratio | 0.47% | -0.50% | |
| Earnings per share (NT$) | 2.01 | (2.10) |
(IV) Research and Development
| New Suppliers in 2025 | Application Area |
|---|---|
| Carl Zeiss Co., Ltd. | Optical and optoelectronic equipment; photomask solutions for semiconductors, providing systems for photomask repair, metrology, and tuning. |
| Zentera Systems, Inc., | Network and application security solutions based on Zero Trust architecture. |
| TAI-SAW TECHNOLOGY CO., LTD. | Surface Acoustic Wave (SAW) components and Bulk Acoustic Wave (BAW) quartz frequency components for consumer electronics and communication infrastructure. |
| MetaPWR Electronics Co., Ltd. | High power density integrated power modules. |
| AXIADO CORPORATION | AI-driven hardware security solutions. |
| TurboNext.ai Ltd. | Optimization solutions for Large Language Model (LLM) deployment performance. |
| ALEDIA | Next-generation MicroLED display technology. |
| Empower Semiconductor, Inc. | High-efficiency power architecture solutions for AI processors, HPC (High-Performance Computing), and 5G infrastructure. |
II. 2026 Operational Plan
(I) Business Strategy and Important Production and Marketing Policies In 2026, the global economy is expected to gradually enter an adjustment period characterized by a cycle of interest rate cuts. Major economies are likely to implement monetary easing policies as inflationary pressures subside. However, geopolitical risks, the ongoing U.S.-China technology war, and regional supply chain restructuring will continue to shape global industrial development. The competitive landscape remains intense, with high-tech sectors—including aerospace and defense, semiconductors, and artificial intelligence (AI)—still subject to export controls and policy
regulations. Consequently, the trend toward regionalization and localization of global supply chains has become more pronounced.
Regarding industrial development, the construction of global cloud servers and data centers is progressing at a rapid pace. International tech giants continue to increase capital expenditures, driving rapid demand growth for core components such as High-Performance Computing (HPC), GPUs, ASICs, and high-speed transmission interfaces. The application scope of AI software is also expanding, extending from Generative AI to enterprise process optimization, automated decision-making, and industrial digital transformation, which continuously fuels the demand for overall computing power. Nevertheless, beyond core infrastructure, most Edge AI and vertical industry applications remain in the exploratory phase for viable business and profit models. Large-scale implementation will require further time for validation, leading to structural divergence in market development speed.
On the other hand, the rapid expansion of AI hardware infrastructure has led to the prioritized allocation of High Bandwidth Memory (HBM), DDR, and related memory resources to data centers and high-end computing. This has caused uneven supply distribution and price increases, subsequently pushing up the costs of overall electronic components. This phenomenon has placed pressure on the cost structures and end-demand of consumer electronics, limiting the recovery momentum of the consumer market.
In addition to industrial supply and demand, changes in international trade policies are critical variables for the fiscal year 2026 (115). If the Trump administration in the U.S. re-expands tariff policies or adjusts trade measures toward China and other nations, it may exacerbate global trade frictions and supply chain restructuring pressures, increasing cross-border transaction costs and market uncertainty. Such policy shifts could lead to rising product costs, changes in customer procurement timing, or accelerated supply chain migration, impacting the distribution and pricing of electronic components. Given this industrial environment, the Company has formulated its business directions for 2026 as follows:
-
Focus on AI and High-Growth Application Markets
Strengthen the layout in AI servers, HPC, and high-value-added products; enhance the depth and breadth of Design-in initiatives; and optimize product mix and gross margin structure. -
Dynamic Adjustment of Product Structure in Response to Memory Price Volatility
Closely monitor memory supply-demand trends and price movements; flexibly adjust product combinations and procurement strategies to mitigate the impact of severe price fluctuations on gross margins. -
Strengthen Compliance and Risk Management Mechanisms
Continuously track international semiconductor export controls, AI regulations, and carbon emission policy changes to ensure operations comply with legal requirements. -
Optimize Capital Structure and Strategic Cooperation
Improve financial structure and capital costs while actively evaluating opportunities for upstream/downstream integration and strategic
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alliances to enhance overall competitive advantage and market penetration.
(II) Estimated sales volume and basis
The Company's sales primarily consist of various electronic components. As product positioning, market structures, and price volatility vary significantly among different original manufacturers, our operational performance is susceptible to industry cycles and supply-demand fluctuations. Given the ongoing uncertainties in the aforementioned macroeconomic environment, industrial development, and international trade, the Company will prudently evaluate the development directions of major suppliers, actual customer demands, and the progress of Design-in and Win initiatives. We aim to properly manage our product mix and inventory levels while adhering to the principles of risk diversification and sound financial management, striving to maintain operational stability and a reasonable sales scale amidst a volatile environment.
(III) Future development strategies
Integrating the impacts of the global competitive environment, regulatory shifts, and the overall macroeconomic landscape, the Company's development strategy for 2026 will focus on proactively seizing growth opportunities arising from industrial transformation and technological innovation. We will continue to drive diversified market expansion and deepen our strategic layout in technological innovation and Design-in initiatives for AI-related products. Simultaneously, the Company will strengthen compliance management and operational efficiency, adopting agile strategies to respond to market changes. We are committed to actively pursuing cooperation opportunities in new customer segments, product lines, and application fields to enhance our overall competitive advantage and market share.
(IV) Impact of External Competition, Regulatory Environment, and Macro Environment
External Competition:
In 2026, the competitive landscape of the global technology industry continues to undergo reshaping, with the "tech war" and supply chain regionalization remaining the primary structural factors. Major economies persist in promoting localization policies for semiconductors and critical technologies, driving supply chain restructuring and resource reallocation. Emerging markets, such as India and Southeast Asian nations, are actively developing their electronic manufacturing and tech sectors, gradually elevating their roles in the global supply chain and intensifying industrial competition. Furthermore, geopolitical risks, escalating trade frictions (including potential U.S. tariff adjustments), and extreme weather events continue to impose uncertainties on global logistics and production systems. Consequently, enterprises must continuously strengthen supply chain resilience and redundancy capabilities.
Regulatory Environment:
International tech regulations and trade policies remain volatile in 2026. There is room for adjustment in U.S. export controls and tariff policies targeting the technology sectors of China and other specific nations.
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Concurrently, carbon emission regulations, the Carbon Border Adjustment Mechanism (CBAM), and green manufacturing standards are being progressively implemented. The semiconductor and electronics industries must enhance energy efficiency and decarbonization management to maintain export competitiveness and meet international customers' supply chain audit standards. While stricter regulations increase compliance costs, they also accelerate technological upgrades and operational optimization within the industry.
Macro Environment:
The economic momentum in the United States remains relatively robust, with corporate investments continuing to focus on AI, cloud infrastructure, and high-end manufacturing. However, the direction of U.S. tariff policies remains a variable; any expansion or adjustment of tariffs on specific countries could impact global supply chain configurations and cross-border trade costs. China's economy continues its structural adjustment, with the recovery of domestic demand and real estate market corrections still requiring observation, maintaining their influence on Asian supply chains and regional export momentum. Economic growth in Europe remains moderate as energy transition and industrial policy adjustments proceed.
Notably, after prolonged economic stagnation, Japan has been actively driving structural transformation through monetary policy adjustments, industrial upgrades, and semiconductor revitalization policies, successfully attracting a resurgence of international investment in semiconductors and high-tech sectors. The Japanese government's support for advanced processes, materials, and equipment industries is bolstering regional competitiveness and creating new collaboration opportunities within the Asian supply chain. The Company will prudently evaluate development opportunities in the Japanese market and related industries, timely deploying strategic cooperation and business expansion.
Chairman: Wayne Tseng
CEO: Jeffrey Yu
CFO: Jackie Chien
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[Attachment II] INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
EDOM Technology Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of EDOM Technology Co., Ltd. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter of the Company's parent company only financial statements for the year ended December 31, 2025 is as follows:
Impairment of Inventories
Refer to Notes 5 and 11 to the accompanying parent company only financial statements for further disclosures related to inventories and the impairment of inventories.
As of December 31, 2025, inventories were a significant component of the Company's assets, with a gross inventory balance of NT$9,003,672 thousand on the parent company only balance sheets, representing 35% of the total assets. Inventories of the Company are mainly comprised mainly of semiconductor components. Since the rapidly changing demand of technology could result in the accumulation of slow-moving or obsolete inventories, such inventories may not be sold, or prices of such inventories may have to be discounted below their respective carrying values. Management assessed the net realizable value of inventories in accordance with IAS 2 "Inventories" which involved significant judgments and estimates. As a result, the balance of inventories was significant to the parent company only financial statements, therefore we identified the impairment of inventories as a key audit matter.
Our audit procedures performed in respect of this area included the following:
- We tested the carrying value of inventory by comparing the carrying value with the latest sales invoices of a sample of inventory items to assess whether those items were stated at the lower of cost or net realizable value.
- We assessed the appropriateness of the Company's provisioning policy by reviewing inventory aging reports and comparing the historical levels of write-offs against the amounts provided.
- We attended year-end physical inventory counts, performed other relevant procedures and assessed the physical condition of inventory to evaluate the adequacy of inventory provisions for obsolete and slow-moving inventories.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is
responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- 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
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we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025, 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 Meng-Chieh Chiu and Chin-Tsung Cheng.
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Deloitte & Touche
Taipei, Taiwan
Republic of China
March 16, 2026
Notice 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 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 applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.
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EDOM TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 862,128 | 3 | $ 1,535,792 | 6 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 2,040 | - | 1,964 | - |
| Financial assets at amortized cost - current (Notes 4, 9 and 30) | 45,534 | - | 29,170 | - |
| Notes receivable (Notes 4 and 10) | 53,167 | - | 21,586 | - |
| Trade receivables (Notes 4 and 10) | 982,530 | 4 | 1,909,697 | 7 |
| Accounts receivable from related parties (Notes 4 and 29) | 306,583 | 1 | 204,885 | 1 |
| Other receivables (Notes 4 and 10) | 9,040,163 | 35 | 9,802,342 | 38 |
| Current tax assets (Notes 4 and 24) | 3,976 | - | 3,976 | - |
| Inventories (Notes 4, 5 and 11) | 9,003,672 | 35 | 7,702,962 | 30 |
| Other current assets (Note 16) | 219,390 | 1 | 171,971 | 1 |
| Total current assets | 20,519,183 | 79 | 21,384,345 | 83 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 835,103 | 3 | 692,150 | 3 |
| Financial assets at fair value through other comprehensive income - non-current (Notes | 967,389 | 4 | 387,033 | 1 |
| Financial assets at amortized cost - non-current (Notes 4, 9 and 30) | 310,200 | 1 | 310,200 | 1 |
| Investments accounted for using the equity method (Notes 4 and 12) | 2,263,829 | 9 | 2,133,553 | 8 |
| Property, plant and equipment (Notes 4, 13, 29 and 30) | 474,308 | 2 | 483,128 | 2 |
| Right-of-use assets (Notes 4 and 14) | 86,411 | - | 13,462 | - |
| Other intangible assets (Notes 4 and 15) | 5,494 | - | 6,294 | - |
| Deferred tax assets (Notes 4 and 24) | 306,153 | 1 | 281,199 | 1 |
| Net defined benefit assets - non-current (Notes 4 and 21) | 28,380 | - | 27,744 | - |
| Other non-current assets (Note 16) | 159,451 | 1 | 170,155 | 1 |
| Total non-current assets | 5,436,718 | 21 | 4,504,918 | 17 |
| TOTAL | $ 25,955,901 | 100 | $ 25,889,263 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 4, 17 and 30) | $ 5,757,064 | 22 | $ 4,661,925 | 18 |
| Short-term bills payable (Notes 4 and 17) | 1,148,168 | 4 | 947,875 | 4 |
| Notes and trade payables (Notes 4 and 18) | 7,484,845 | 29 | 12,327,062 | 47 |
| Accounts payable to related parties (Notes 4 and 29) | 57,304 | - | 39,757 | - |
| Other payables (Notes 4 and 19) | 893,627 | 4 | 748,149 | 3 |
| Current tax liabilities (Notes 4 and 24) | 61,993 | - | 33,664 | - |
| Lease liabilities - current (Notes 4 and 14) | 33,164 | - | 12,934 | - |
| Current portion of long-term borrowings (Notes 4, 17 and 30) | 7,176 | - | 807,034 | 3 |
| Other current liabilities (Notes 4 and 19) | 533,390 | 2 | 459,732 | 2 |
| Total current liabilities | 15,976,731 | 61 | 20,038,132 | 77 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings, net of current portion (Notes 4, 17 and 30) | 3,043,751 | 12 | 50,917 | - |
| Deferred tax liabilities (Notes 4 and 24) | 84,033 | - | 107,398 | 1 |
| Lease liabilities - non-current (Notes 4 and 14) | 54,294 | - | 905 | - |
| Provisions - non-current (Notes 4, 20 and 31) | 1,072,172 | 4 | 1,060,351 | 4 |
| Guarantee deposits received | 136,626 | 1 | 44,585 | - |
| Total non-current liabilities | 4,390,876 | 17 | 1,264,156 | 5 |
| Total liabilities | 20,367,607 | 78 | 21,302,288 | 82 |
| EQUITY | ||||
| Share capital | 2,698,298 | 10 | 2,698,298 | 10 |
| Capital surplus | 736,939 | 3 | 736,939 | 3 |
| Retained earnings | ||||
| Legal reserve | 673,110 | 3 | 880,332 | 4 |
| Unappropriated earnings (deficit to be compensated) | 545,291 | 2 | (207,222) | (1) |
| Total retained earnings | 1,218,401 | 5 | 673,110 | 3 |
| Other equity | 934,656 | 4 | 478,628 | 2 |
| Total equity | 5,588,294 | 22 | 4,586,975 | 18 |
| TOTAL | $ 25,955,901 | 100 | $ 25,889,263 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
EDOM TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4 and 29) | $ 104,871,319 | 100 | $ 104,270,375 | 100 |
| OPERATING COSTS (Notes 4, 11, 23 and 29) | 101,566,986 | 97 | 101,203,302 | 97 |
| GROSS PROFIT | 3,304,333 | 3 | 3,067,073 | 3 |
| OPERATING EXPENSES (Notes 4, 23 and 29) | ||||
| Selling and marketing expenses | 1,433,598 | 1 | 1,327,607 | 1 |
| General and administrative expenses | 386,126 | - | 360,744 | - |
| Total operating expenses | 1,819,724 | 1 | 1,688,351 | 1 |
| PROFIT FROM OPERATIONS | 1,484,609 | 2 | 1,378,722 | 2 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income | 131,264 | - | 87,264 | - |
| Interest income | 15,603 | - | 19,378 | - |
| Other gains and losses | (130,630) | - | (975,031) | (1) |
| Finance costs | (1,049,429) | (1) | (1,342,865) | (1) |
| Share of profit or loss of subsidiaries and | 184,822 | - | 100,516 | - |
| Total non-operating income and expenses | (848,370) | (1) | (2,110,738) | (2) |
| PROFIT (LOSS) BEFORE INCOME TAX | 636,239 | 1 | (732,016) | - |
| INCOME TAX EXPENSE (BENEFIT) (Notes 4 and | 95,004 | - | (166,247) | - |
| NET PROFIT (LOSS) FOR THE YEAR | 541,235 | 1 | (565,769) | - |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently | ||||
| Remeasurement of defined benefit plans | 5,070 | - | $ 8,787 | - |
| Unrealized gain on investments in equity | 580,356 | - | 90,018 | - |
| (Continued) |
16
EDOM TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Share of other comprehensive income (loss) of subsidiaries accounted for using the equity method (Note 4) | $ - | - | $ 1,278 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 24) | (1,014) | - | (1,758) | - |
| 584,412 | - | 98,325 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 22) | (142,020) | - | 420,483 | - |
| Unrealized gain on investments in debt instruments at fair value through other comprehensive income (Notes 4, 10 and 22) | (3,431) | - | 2,481 | - |
| Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method (Notes 4 and 22) | (6,923) | - | 24,242 | - |
| Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4, 22 and 24) | 28,046 | - | (86,268) | - |
| (124,328) | - | 360,938 | - | |
| Other comprehensive income (loss) for the year, net of income tax | 460,084 | - | 459,263 | - |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | $ 1,001,319 | 1 | $ (106,506) | - |
| EARNINGS (LOSS) PER SHARE (Note 25) | ||||
| Basic | $ 2.01 | $ (2.10) | ||
| Diluted | $ 2.00 | $ (2.10) |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
EDOM TECHNOLOGY CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital (Note 22) | Capital Surplus (Notes 4 and 22) | Retained Earnings (Note 22) | Other Equity (Notes 4 and 22) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional Paid-in Capital - Bond Conversion | Additional Paid-in Capital - Options Expired | Unappropriated Earnings | Unrealized Gain (Loss) on Financial Assets at Fair Value Through | Exchange Differences on Translating the Financial Statement of | |||||||
| Shares (Thousands) | Amount | Paid-in Capital - Options Expired | Treasury Stock Transactions | Others | Legal Reserve | (Deficit to Be Compensated) | Comprehensive Income | Foreign Operations | Total Equity | ||
| BALANCE AT JANUARY 1, 2024 | 269,830 | $ 2,698,298 | $ 719,480 | $ 4,172 | $ 10,010 | $ 3,277 | $ 880,085 | $ 620,317 | $ 86,430 | $ (58,758) | $ 4,963,311 |
| Appropriation of 2023 earnings | |||||||||||
| Legal reserve | - | - | - | - | - | - | 247 | (247) | - | - | - |
| Cash dividends - NT$1.0 per share | - | - | - | - | - | - | - | (269,830) | - | - | (269,830) |
| Net loss for the year ended December 31, 2024 | - | - | - | - | - | - | - | (565,769) | - | - | (565,769) |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | - | 8,307 | 93,433 | 357,523 | 459,263 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | - | - | (557,462) | 93,433 | 357,523 | (106,506) |
| BALANCE AT DECEMBER 31, 2024 | 269,830 | 2,698,298 | 719,480 | 4,172 | 10,010 | 3,277 | 880,332 | (207,222) | 179,863 | 298,765 | 4,586,975 |
| Appropriation of 2024 earnings | |||||||||||
| Utilization of legal reserve to offset accumulated deficits | - | - | - | - | - | - | (207,222) | 207,222 | - | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | - | - | 541,235 | - | - | 541,235 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | - | - | 4,056 | 574,556 | (118,528) | 460,084 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | - | 545,291 | 574,556 | (118,528) | 1,001,319 |
| BALANCE AT DECEMBER 31, 2025 | 269,830 | $ 2,698,298 | $ 719,480 | $ 4,172 | $ 10,010 | $ 3,277 | $ 673,110 | $ 545,291 | $ 754,419 | $ 180,237 | $ 5,588,294 |
The accompanying notes are an integral part of the parent company only financial statements.
EDOM TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income (loss) before income tax | $ 636,239 | $ (732,016) |
| Adjustments for: | ||
| Depreciation expenses | 65,232 | 58,693 |
| Amortization expenses | 6,128 | 7,272 |
| Net loss (gain) on fair value changes of financial assets at fair | 52,192 | (23,121) |
| Finance costs | 1,049,429 | 1,342,865 |
| Interest income | (15,603) | (19,378) |
| Dividend income | (15,223) | (3,232) |
| Share of profit or loss of subsidiaries and associates accounted | (184,822) | (100,516) |
| Loss (gain) on disposal of property, plant and equipment | (527) | 257 |
| Write-down of inventories and loss on disposal of scrap | 84,693 | 23,448 |
| Unrealized (gain) loss on foreign currency exchange | (49,859) | (13,288) |
| Recognition of provisions | 55,675 | 1,023,838 |
| Other items | 4,434 | (738) |
| Changes in operating assets and liabilities | ||
| Notes receivable | (32,249) | (6,062) |
| Trade receivables | 939,596 | 1,806,744 |
| Receivables from related parties | (109,458) | (106,436) |
| Other receivables | 353,204 | (1,024,453) |
| Inventories | (1,650,677) | 4,164,365 |
| Prepayments | (60,556) | (29,874) |
| Other current assets | 11,862 | (12,598) |
| Notes and trade payables | (4,293,581) | (2,796,980) |
| Other payables | 171,991 | 39,882 |
| Payables to related parties | 17,763 | (2,015) |
| Other current liabilities | 90,139 | 163,123 |
| Cash (used in) generated from operations | (2,873,978) | 3,759,780 |
| Interest paid | (1,056,191) | (1,377,995) |
| Income tax paid | (87,962) | (63,907) |
| Net cash (used in) generated from operating activities | (4,018,131) | 2,317,878 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at amortized cost | (16,364) | (310,200) |
| Proceeds from sale of financial assets at amortized cost | - | 89,901 |
| Purchase of financial assets at fair value through other | - | (278,578) |
| Purchase of financial assets at fair value through profit or loss | (260,091) | (223,949) |
| Proceeds from sale of financial assets at fair value through profit | 64,870 | 120,063 |
| Acquisition of an associate | (4,800) | - |
| Payments for property, plant and equipment | (18,102) | (41,602) |
| (Continued) |
EDOM TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Proceeds from disposal of property, plant and equipment | $ 1,125 | $ 3,156 |
| Increase in refundable deposits | (316) | (38,489) |
| Payments for intangible assets | (5,328) | (5,712) |
| Increase in prepayment for equipment | - | (5,183) |
| Interest received | 15,603 | 19,378 |
| Dividends received | 67,646 | 3,232 |
| Net cash used in investing activities | (155,757) | (667,983) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from (repayments of) short-term borrowings | 1,087,090 | (978,674) |
| Proceeds from short-term bills payable | 200,293 | 168,897 |
| Proceeds from long-term borrowings | 3,000,000 | - |
| Repayments of long-term borrowings | (807,024) | (6,897) |
| Proceeds from (repayments of) guarantee deposits received | 93,129 | (72,148) |
| Repayments of the principal portion of leases liabilities | (33,004) | (33,338) |
| Dividends paid to owners of the Company | - | (269,830) |
| Net cash used in financing activities | 3,540,484 | (1,191,990) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE | (40,260) | 66,401 |
| NET (DECREASE) INCREASE IN CASH AND CASH | (673,664) | 524,306 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF | 1,535,792 | 1,011,486 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 862,128 | $ 1,535,792 |
The accompanying notes are an integral part of the parent company only financial statements.(Concluded)
21
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
EDOM Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of EDOM Technology Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (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 the 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 for 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 for the year ended December 31, 2025. 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.
Key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is as follows:
Impairment of Inventories
Refer to Notes 5 and 11 to the accompanying consolidated financial statements for further disclosures related to inventories and the impairment of inventories.
As of December 31, 2025, inventories were a significant component of the Group’s assets with a gross inventory balance of NT$10,168,201 thousand on the consolidated balance sheets, representing 36% of the consolidated total assets. Inventories of the Group are mainly comprised of semiconductor components. Since the rapidly changing demand of technology could result in the accumulation of slow-moving or obsolete inventories, such inventories may not be sold, or prices of such inventories may have to be discounted below their respective carrying values. Management assessed the net realizable value of inventories in accordance with IAS 2 “Inventories” which involved significant judgments and estimates. As a result, the balance of inventories was significant to the consolidated financial statements; therefore, we identified the impairment of inventories as a key audit matter.
Our audit procedures performed in respect of this area included the following:
- We tested the carrying value of inventory by comparing the carrying value with the latest sales invoices of a sample of inventory items to assess whether those items were stated at the lower of cost or net realizable value.
- We assessed the appropriateness of the Group’s inventory provisioning policy by reviewing inventory aging reports and comparing the historical levels of write-offs against the amounts provided.
- We attended year-end inventory counts, performed other relevant procedures and assessed the physical condition of inventory to evaluate the adequacy of inventory provisions for obsolete and slow-moving inventories.
Other Matter
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International
22
Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (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.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the
23
reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, 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.
24
The engagement partners on the audits resulting in this independent auditors' report are Meng-Chieh Chiu and Chin-Tsung Cheng.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 16, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
25
EDOM TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 2,313,389 | 8 | $ 2,552,162 | 9 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 2,040 | - | 3,928 | - |
| Financial assets at amortized cost - current (Notes 4, 9 and 33) | 215,785 | 1 | 165,756 | - |
| Notes receivable (Notes 4 and 10) | 79,220 | - | 50,124 | - |
| Trade receivables (Notes 4 and 10) | 1,444,103 | 5 | 2,434,368 | 9 |
| Trade receivables - related parties (Notes 4 and 32) | 78,611 | - | - | - |
| Other receivables (Notes 4 and 10) | 9,394,417 | 34 | 10,153,920 | 37 |
| Current tax assets (Notes 4 and 27) | 5,799 | - | 5,586 | - |
| Inventories (Notes 4, 5 and 11) | 10,168,201 | 36 | 8,796,850 | 32 |
| Other current assets (Note 19) | 462,073 | 2 | 514,045 | 2 |
| Total current assets | 24,163,638 | 86 | 24,676,739 | 89 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 838,064 | 3 | 695,217 | 3 |
| Financial assets at fair value through other comprehensive income - non-current (Notes | 967,389 | 4 | 387,033 | 1 |
| Financial assets at amortized cost - non-current (Notes 4, 9 and 33) | 310,200 | 1 | 310,200 | 1 |
| Investments accounted for using the equity method (Notes 4 and 13) | 37,019 | - | 45,648 | - |
| Property, plant and equipment (Notes 4, 14, 32 and 33) | 690,293 | 3 | 705,170 | 3 |
| Right-of-use assets (Notes 4 and 15) | 125,021 | - | 41,972 | - |
| Investment properties (Notes 4 and 16) | 25,316 | - | 26,305 | - |
| Goodwill (Notes 4 and 17) | 199,801 | 1 | 199,801 | 1 |
| Other intangible assets (Notes 4, 18 and 32) | 29,553 | - | 54,941 | - |
| Deferred tax assets (Notes 4 and 27) | 334,166 | 1 | 305,959 | 1 |
| Net defined benefit assets - non-current (Notes 4 and 24) | 28,380 | - | 32,079 | - |
| Other non-current assets (Note 19) | 211,751 | 1 | 225,086 | 1 |
| Total non-current assets | 3,796,953 | 14 | 3,029,411 | 11 |
| TOTAL | $ 27,960,591 | 100 | $ 27,706,150 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 4, 20 and 33) | $ 6,513,615 | 23 | $ 5,423,604 | 19 |
| Short-term bills payable (Notes 4 and 20) | 1,357,953 | 5 | 1,127,519 | 4 |
| Notes and trade payables (Notes 4, 21 and 32) | 8,010,324 | 29 | 12,916,409 | 47 |
| Other payables (Note 22) | 1,026,721 | 4 | 859,691 | 3 |
| Current tax liabilities (Notes 4 and 27) | 106,031 | - | 64,289 | - |
| Lease liabilities - current (Notes 4 and 15) | 43,471 | - | 30,093 | - |
| Current portion of long-term borrowings (Notes 4, 20 and 33) | 7,176 | - | 807,034 | 3 |
| Other current liabilities (Notes 4 and 22) | 832,095 | 3 | 543,775 | 2 |
| Total current liabilities | 17,897,386 | 64 | 21,772,414 | 78 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings, net of current portion (Notes 4, 20 and 33) | 3,043,751 | 11 | 50,917 | - |
| Provisions - non-current (Notes 4 and 23) | 1,072,172 | 4 | 1,060,351 | 4 |
| Deferred tax liabilities (Notes 4 and 27) | 138,222 | 1 | 163,610 | 1 |
| Lease liabilities - non-current (Notes 4 and 15) | 83,622 | - | 14,470 | - |
| Guarantee deposits received | 137,144 | - | 57,413 | - |
| Total non-current liabilities | 4,474,911 | 16 | 1,346,761 | 5 |
| Total liabilities | 22,372,297 | 80 | 23,119,175 | 83 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||
| Share capital | 2,698,298 | 10 | 2,698,298 | 10 |
| Capital surplus | 736,939 | 3 | 736,939 | 3 |
| Retained earnings | ||||
| Legal reserve | 673,110 | 2 | 880,332 | 3 |
| Unappropriated earnings (deficit to be compensated) | 545,291 | 2 | (207,222) | (1) |
| Total retained earnings | 1,218,401 | 4 | 673,110 | 2 |
| Other equity | 934,656 | 3 | 478,628 | 2 |
| Total equity attributable to owners of the Company | 5,588,294 | 20 | 4,586,975 | 17 |
| TOTAL | $ 27,960,591 | 100 | $ 27,706,150 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
EDOM TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4 and 32) | ||||
| Sales | $ 115,567,990 | 100 | $ 113,255,252 | 100 |
| Service revenue | 4,539 | - | 1,005 | - |
| Total operating revenue | 115,572,529 | 100 | 113,256,257 | 100 |
| OPERATING COSTS (Notes 4, 11, 26 and 32) | 111,630,358 | 96 | 109,664,153 | 97 |
| GROSS PROFIT | 3,942,171 | 4 | 3,592,104 | 3 |
| OPERATING EXPENSES (Notes 4, 26 and 32) | ||||
| Selling and marketing expenses | 1,595,399 | 1 | 1,484,815 | 1 |
| General and administrative expenses | 507,057 | 1 | 481,761 | - |
| Expected credit gain | (3,150) | - | (1,612) | - |
| Total operating expenses | 2,099,306 | 2 | 1,964,964 | 1 |
| PROFIT FROM OPERATIONS | 1,842,865 | 2 | 1,627,140 | 2 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income | 104,890 | - | 65,826 | - |
| Interest income | 38,268 | - | 34,355 | - |
| Other gains and losses | (128,445) | - | (989,293) | (1) |
| Finance costs | (1,158,451) | (1) | (1,446,781) | (1) |
| Share of profit or loss of associates accounted | (12,239) | - | 13,121 | - |
| Total non-operating income and expenses | (1,155,977) | (1) | (2,322,772) | (2) |
| PROFIT (LOSS) BEFORE INCOME TAX | 686,888 | 1 | (695,632) | - |
| INCOME TAX EXPENSE (BENEFIT) (Notes 4 and | 145,653 | - | (129,863) | - |
| NET PROFIT (LOSS) FOR THE YEAR | 541,235 | 1 | (565,769) | - |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently |
(Continued)
EDOM TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Remeasurement of defined benefit plans | $ 5,070 | - | $ 10,384 | - |
| Unrealized gain on investments in equity | 580,356 | - | 90,018 | - |
| Income tax related to items that will not | (1,014) | - | (2,077) | - |
| 584,412 | - | 98,325 | - | |
| Items that may be reclassified subsequently | ||||
| Exchange differences on translation of the | (146,970) | - | 448,333 | - |
| Unrealized gain on investments in debt | (5,800) | - | 3,415 | - |
| Share of the other comprehensive (loss) | (1,190) | - | (1,428) | - |
| Income tax related to items that may be | 29,632 | - | (89,382) | - |
| (124,328) | - | 360,938 | - | |
| Other comprehensive income (loss) for | 460,084 | - | 459,263 | - |
| TOTAL COMPREHENSIVE LOSS FOR THE | $ 1,001,319 | 1 | $ (106,506) | - |
| EARNINGS (LOSS) PER SHARE (Note 28) | ||||
| Basic | $ 2.01 | $ (2.10) | ||
| Diluted | $ 2.00 | $ (2.10) |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
EDOM TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital (Note 25) | Capital Surplus (Notes 4 and 25) | Other Equity (Notes 4 and 25) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Additional Paid-in Capital | Additional Paid-in Capital | Treasury Stock Transactions | Others | Unappropriated Earnings | Assets at Fair Value Through | Exchange Differences on Translation of at Fair Value Statement of | Total Equity | |||
| Shares (In Thousands) | Amount | - Bond Conversion | - Options Expired | (Deficit to Be Compensated) | Comprehensive Income | Foreign Operations | ||||
| BALANCE AT JANUARY 1, 2024 | 269,830 | $ 2,698,298 | $ 719,480 | $ 4,172 | $ 10,010 | $ 3,277 | $ 880,085 | $ 620,317 | $ 86,430 | $ (58,758) |
| Appropriation of 2023 earnings | ||||||||||
| Legal reserve | - | - | - | - | - | - | 247 | (247) | - | - |
| Cash dividends - NT$1.0 per share | - | - | - | - | - | - | - | (269,830) | - | (269,830) |
| Net loss for the year ended December 31, 2024 | - | - | - | - | - | - | - | (565,769) | - | (565,769) |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | - | 8,307 | 93,433 | 357,523 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | - | - | (557,462) | 93,433 | 357,523 |
| BALANCE AT DECEMBER 31, 2024 | 269,830 | 2,698,298 | 719,480 | 4,172 | 10,010 | 3,277 | 880,332 | (207,222) | 179,863 | 298,765 |
| Appropriation of 2024 earnings | ||||||||||
| Utilization of legal reserve to offset accumulated deficit | - | - | - | - | - | - | (207,222) | 207,222 | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | - | - | 541,235 | - | 541,235 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | - | - | 4,056 | 574,556 | (118,528) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | - | 545,291 | 574,556 | (118,528) |
| BALANCE AT DECEMBER 31, 2025 | 269,830 | $ 2,698,298 | $ 719,480 | $ 4,172 | $ 10,010 | $ 3,277 | $ 673,110 | $ 545,291 | $ 754,419 | $ 180,237 |
The accompanying notes are an integral part of the consolidated financial statements.
EDOM TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income (loss) before income tax | $ 686,888 | $ (695,632) |
| Adjustments for: | ||
| Depreciation expenses | 92,029 | 91,170 |
| Amortization expenses | 31,237 | 32,748 |
| Expected credit loss reversed on trade receivables | (3,150) | (1,612) |
| Net loss (gain) on fair value changes of financial assets at fair | 52,457 | (23,348) |
| Finance costs | 1,158,451 | 1,446,781 |
| Interest income | (38,268) | (34,355) |
| Dividend income | (15,223) | (3,232) |
| Share of profit or loss of associates accounted for using the | 12,239 | (13,121) |
| Loss on disposal of property, plant and equipment | (811) | 643 |
| Gain on disposal of intangible assets | - | (16,762) |
| Loss on disposal of investment in a subsidiary | 368 | - |
| Write-down of inventories and loss on disposal of scrap | 97,154 | 38,825 |
| Unrealized gain on foreign currency exchange | (53,529) | (14,665) |
| Gain on lease modifications | (175) | - |
| Recognition of provisions | 55,675 | 1,023,838 |
| Other items | 8,769 | (4,481) |
| Changes in operating assets and liabilities | ||
| Notes receivable | (29,510) | 15,203 |
| Trade receivables | 999,383 | 1,919,508 |
| Trade receivables - related parties | (78,611) | - |
| Other receivables | 349,638 | (1,729,069) |
| Inventories | (1,735,536) | 4,164,768 |
| Other current assets | 51,780 | 137,458 |
| Notes and trade payables | (4,354,395) | (3,096,475) |
| Other payables | 191,417 | 40,446 |
| Other current liabilities | 304,801 | 212,704 |
| Cash (used in) generated from operations | (2,216,922) | 3,491,340 |
| Interest paid | (1,162,956) | (1,482,514) |
| Income tax paid | (129,101) | (82,979) |
| Net cash (used in) generated from operating activities | (3,508,979) | 1,925,847 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other | - | (278,578) |
| Purchase of financial assets at amortized cost | (69,594) | (363,908) |
| Proceeds from sale of financial assets at amortized cost | 19,565 | 113,168 |
| Purchase of financial assets at fair value through profit or loss | (260,091) | (227,949) |
| (Continued) |
- 30 -
EDOM TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Proceeds from sale of financial assets at fair value through | $ 66,675 | $ 124,174 |
| Acquisition of associates | (4,800) | - |
| Proceeds from capital reduction of investments accounted | - | 26,968 |
| Payments for property, plant and equipment | (22,546) | (47,207) |
| Proceeds from disposal of property, plant and equipment | 2,020 | 5,836 |
| Decrease (increase) in refundable deposits | 2,315 | (39,566) |
| Payments for intangible assets | (5,859) | (6,295) |
| Proceeds from disposal of intangible assets | - | 16,900 |
| Increase in prepayments for equipment | - | (5,183) |
| Interest received | 38,268 | 34,355 |
| Dividends received | 15,223 | 3,232 |
| Net cash used in investing activities | (218,824) | (644,053) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from (repayments of) short-term borrowings | 1,083,076 | (1,088,730) |
| Proceeds from short-term bills payable | 230,434 | 218,770 |
| Proceeds from long-term borrowings | 3,000,000 | - |
| Repayments of long-term borrowings | (807,024) | (6,897) |
| Proceeds from (refund of) guarantee deposits received | 80,820 | (78,569) |
| Repayments of the principal portion of leases liabilities | (49,576) | (53,065) |
| Dividends paid to owners of the Company | - | (269,830) |
| Net cash generated from (used in) financing activities | 3,537,730 | (1,278,321) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE | (48,700) | 643,005 |
| NET (DECREASE) INCREASE IN CASH AND CASH | (238,773) | 646,478 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING | 2,552,162 | 1,905,684 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE | $ 2,313,389 | $ 2,552,162 |
The accompanying notes are an integral part of the consolidated financial statements.(Concluded)
- 31 -
[Attachment III]
EDOM Technology Co., Ltd.
Audit Committee's Review Report
Reference
The Board of Directors has presented the Company's 2025 Financial Statements (including the Consolidated Financial Statements) that have been audited by CPA Meng-Jie Chiou and CPA Ching-tsung Cheng of Deloitte & Touche. Along with the 2025 Business Report and Deficit Compensation Table, these documents have been reviewed by the Audit Committee. After thorough examination, the Audit Committee found no discrepancies. Therefore, in accordance with Article 219 of the Company Act, this report is hereby submitted.
for your reference.
Best wishes
EDOM Technology Co., Ltd. 2026 Shareholders' Meeting
Audit Committee Convener: Yu, Yung-Kuei
March 16, 2026
[Attachment IV]
EDOM Technology Co., Ltd.
Amendments to the Loaning of Funds and Making of Endorsements/Guarantees
procedures
| Provisions | After amendment | Before amendment | Explanation |
|---|---|---|---|
| Article 5 | Aggregate Limit and Individual Limit for Lending of Funds. | ||
| I. For companies or entities with business dealings, the total amount lent shall not exceed 40% of the Company's net worth. The amount lent to an individual entity shall not exceed the transaction amount between the two parties. The term 'transaction amount' refers to the higher of the actual purchase or sales amount between the two parties in the most recent year or projected for the coming year, and shall not exceed 10% of the Company's net worth." | Aggregate Limit and Individual Limit for Lending of Funds. | ||
| I. When lending funds to companies or firms with which the company has business dealings, the total loan amount shall not exceed 40% of the company's net worth; and the individual loan amount shall not exceed 10% of the company's net worth. | Revised with reference to Question 11 of the Q&A on "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" (Dec. 2021 version) to clearly define the evaluation criteria for the adequacy of the loan amount relative to the business transaction amount. | ||
| Article 8 | Procedures for Handling and Reviewing Fund Lending | ||
| I. Application Procedures | |||
| 1. Borrowers shall provide basic information and financial data, and complete an application form stating the purpose of the funds, the loan period, and the amount, then submit it to the Company's Finance and Accounting Department. | Procedures for Handling and Reviewing Fund Lending | ||
| I. Application Procedures | |||
| 1. Borrowers shall provide basic information and financial data, and complete an application form stating the purpose of the funds, the loan period, and the amount, then submit it to the Company's Finance and Accounting Department. | Revised in accordance with the Company's actual operational status. | ||
| Article 18 | Endorsement and Guarantee Processing and Review Procedures | ||
| I. When a company seeking an endorsement guarantee requires such a guarantee amount, it should submit an application to its accounting department. The accounting department should conduct a detailed assessment and credit investigation, and after approval by the head of the accounting department and the general manager, submit it to the board of directors for review. Assessment items include: | |||
| 1. Necessity and reasonableness; | |||
| 2. Credit investigation and risk assessment of the company seeking the guarantee; | |||
| 3. Impact on the company's operational risks, financial condition, and shareholders' equity; | |||
| 4. Whether collateral should be obtained and its valuation.. | Endorsement and Guarantee Processing and Review Procedures | ||
| I. When a company seeking an endorsement guarantee requires such a guarantee amount, it should submit an application to its accounting department. The accounting department should conduct a detailed assessment and credit investigation, and after approval by the head of the accounting department and the general manager, submit it to the board of directors for review. Assessment items include: | |||
| 1. Necessity and reasonableness; | |||
| 2. Whether the endorsement guarantee amount is commensurate with the business transaction amount; | |||
| 3. Impact on the company's operational risks, financial condition, and shareholders' equity; | |||
| 4. Whether collateral should be obtained and its valuation. | Amended in accordance with Article 12, Paragraph 1, Subparagraph 5, Item 2 of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies." | ||
| Article 26 | These Procedures were established on June 11, 2013. | ||
| The 1st amendment was on June 2, 2015... (Omitted) | |||
| The 5th amendment was on June 13, 2025. | |||
| The 6th amendment was on June 11, 2026. | These Procedures were established on June 11, 2013. | ||
| The 1st amendment was on June 2, 2015... (Omitted) | |||
| The 5th amendment was on June 13, 2025. | Addition of the amendment date. |
[Appendix I]
Loaning of Funds and Making of Endorsements/Guarantees procedures. (full text before revision)
Chapter I General Provisions
Article 1: Basis and Purpose
I. The operating procedures are determined in accordance with one of Article 36 of the Securities Exchange Act and the "Guidelines for the Treatment of Capital Loans and Endorsements of Public Offering Companies".
II. If the Company handles the loan of funds with others, endorses or provides guarantees for others, it shall be handled in accordance with the provisions of this operating procedure. However, if the financial related laws and regulations are otherwise provided, the provisions shall prevail.
Article 2: Identification of the parent company and the net worth
I. Subsidiaries and parent companies referred to in this operating procedure shall be determined in accordance with the provisions of the financial issuer's financial reporting standards.
II. The financial report of the Company is prepared in accordance with the International Financial Reporting Standards. The net value referred to in this operating procedure refers to the equity of the securities issuer's financial reporting standards, which is attributable to the owners of the parent company. The verification of the visa or the financial statements reviewed shall prevail.
Article 3: Definition of Announcement
I. The announcement of the announcement referred to in this operating procedure refers to the information reporting website designated by the Financial Supervisory Commission.
II. The date of occurrence of the facts referred to in this operating procedure refers to the date of the signing date, the date of payment, the resolution date of the board of directors, or other date on which the funds are secured or endorsed by the endorsement and the date of the transaction.
Chapter II Funds and Others' Operating Procedures
Article 4: Entities of Loan and their Qualification
I. The funds of the Company shall not be loaned to shareholders or any other person according to the provisions of the Company Act, except in the following cases:
-
Any company or sole proprietorship that has business dealings with the Company. "Business dealings" refer to the purchase or sales of goods with the Company.
-
Any company or sole proprietorship that obtains short-term finance from the Company. Only short-term finance for
34
business needs is qualified. The amount of finance shall not exceed 40% of the net value of the Company.
- The amount of finance refers to the accumulated balance of the Company's short-term finance. "Short term" means one year or a business cycle, whichever is longer.
II. The Company directly and indirectly holds 100% of the voting shares of foreign companies, when the funds are required to be used for the financing of the financing, or the public company directly and indirectly holds 100% of the voting shares of the foreign companies engaged in the funds for loans and loans, the total amount of loans and loans shall not exceed 20% of the net value of the loan and the company. The loan and amount of the individual company shall not exceed 10% of the net value of the loan and the company. The period of finance is limited to one year or a business cycle, whichever is longer.
When the person in charge of the company violates the provisions of the first paragraph, it shall be responsible for the return of the contract with the borrower; if the company suffers damage, it shall also be liable for damages. When the person in charge of the company violates the provisions of the first paragraph, it shall be responsible for the return of the contract with the borrower; if the company suffers damage, it shall also be liable for damages.
Article 5: Capital loans and total amount and individual object limits
I. For capital loans and those with business transactions or company numbers, the total amount of loans and loans shall not exceed 20% of the net value of the Company; and the individual loans and amounts shall not exceed 10% of the net value of the Company.
II. For capital loans and companies or line numbers necessary for short-term financing, the loan and total amount shall not exceed 20% of the company's net value; individual loans and amounts shall not exceed 10% of the company's net value.
Article 6: Decision and Authorization Level
I. Before the Company lends the funds to others, it should carefully assess whether it meets the requirements of the "Public Issuance Company's Fund Loan and Endorsement Guarantee Processing Guidelines" and the procedures of this operation procedure, and handle the decision with the board of directors after the results of Article 8 assessment. No other person may be authorized to make a decision.
II. The loan between the Company and its subsidiaries, or between the subsidiaries of the Company, shall be subject to the resolutions of the Board of Directors in accordance with the provisions of the preceding paragraph, and may authorize the Chairman to a certain amount of the same loan and object
35
resolutions of the Board of Directors and not more than one year. Disbursement or revolving within the period. In the above-mentioned "a certain amount", except for those who meet the requirements of Article 4, the amount of the loan of the Company or its subsidiaries to a single enterprise shall not exceed 10% of the net value of the latest financial statements of the Company or its subsidiaries.
III. When the fund loan is reported to the board of directors for discussion, the opinions of each independent director shall be fully considered, and the clear opinions and objections of their consent or objection shall be included in the record of the board of directors.
Article 7: Capital Loan and Term and Interest-bearing Method
I. The Company or line number with the company's short-term financing, each time the loan and the term of the loan shall not exceed one year or one business cycle (the longer one).
II. The interest calculation of the loan funds shall be calculated on the basis of the interest-bearing base date at the end of each month, and the annual interest rate shall not be lower than the principle of the bank's short-term borrowing interest rate averaged by each of the Company's currencies. In addition to the special provisions, the interest on the loan shall be paid in the manner agreed by both parties.
III. Re-signing due: Before the loan is released, if the borrower still needs it, he should pay off the relevant principal and interest before the maturity date of the loan and apply for it. After the resolution of the board of directors is approved, the relevant procedures will be re-applied.
Article 8: Procedures for handling and reviewing funds and loans
I. The application process
-
The borrower shall provide basic information and financial information, and fill in an application form, describing the use of the funds, the period of the loan and the amount, and then submit it to the Finance Office of the Company.
-
If the business transaction relationship is engaged in fund lending, the financial affairs department of the Company shall assess whether the loan amount and the amount of the business transaction are equal; if the short-term financing is necessary, the reasons and circumstances of the loan and the fund shall be listed. And conduct a credit investigation, where the review process should include:
a. The necessity and rationality of the loan of funds and others;
b. Credit and risk assessment of loans and objects;
c. the impact on the company's operational risk, financial
36
condition and shareholders' equity;
d. Whether the assessed value of collateral and collateral should be obtained.
The relevant information and the proposed loan conditions will be reported to the head of the accounting department and the general manager for approval, and then reported to the board of directors.
II. The credit investigation
- For the first time borrower, the borrower shall provide basic information and financial information in order to handle the credit investigation.
- In the case of continuing borrowers, in principle, the credit investigation shall be re-applied when the renewed loan is proposed. If it is a major or an emergency, it shall be handled at any time as needed.
- If the borrower's financial position is good and the annual financial statement has been filed with an accountant to apply for a visa, the accountant's verification visa report that has not been used for more than one year may be used as a reference for the loan.
- When the Company conducts a credit investigation on the borrower, it should also assess the impact of the loan on the Company's operating risk, financial position and shareholders' equity.
III. The loan approval
- After the credit investigation and evaluation, the board of directors decided not to lend the case, and the handling personnel should respond to the borrower as soon as possible.
- After the credit investigation and evaluation, the board of directors has decided to approve the loan case. The handling personnel should inform the borrower as soon as possible, detailing the Company's loan terms, including the quota, term, interest rate, collateral and guarantor, etc. Complete the signing process within the time limit.
IV. Signing a contract
- In the case of loan lending, the contractor shall draw up a contract, and after review by the supervisor and sent to the legal department for signing, the signing formalities shall be completed.
- The contract content shall be in accordance with the approved loan conditions. After the borrower and the joint guarantor sign the seal, the handling personnel shall complete the formalities for the insurance.
37
V. Evaluation of security value and setting of rights
If there is a collateral in a loan case, the borrower shall provide the collateral and complete the formalities for the pledge or mortgage; the Company also needs to assess the value of the collateral to ensure the Company's claims.
VI. Insurance
-
In addition to the land and securities, the collateral should be insured against fire insurance and related insurance. The insurance amount should be based on the principle of not lower than the guarantee quality. The insurance policy should indicate that the company is the beneficiary. The name, quantity, storage location, insurance conditions, insurance approval, etc. of the subject matter on the policy shall be in accordance with the original nuclear loan conditions of the Company.
-
The handling personnel should pay attention to notify the borrower to continue to insure before the expiration of the insurance period.
VII. Funding
The loan conditions are approved and signed by the borrower, and the guarantee quality (return) registration is completed. After all the procedures are verified, the funds can be allocated.
Article 9: Subsequent control measures for loans and amounts and procedures for processing overdue claims
I. After the loan is released, attention should be paid to the financial, business and credit status of the borrower and the guarantor. If the collateral is provided, attention should be paid to the change of the guarantee value. The borrower should be notified one month before the loan expiration date. The principal and interest will be paid off during the term. When the borrower repays the loan due to the loan, the borrower shall first calculate the interest payable, and together with the principal, the debtor's debts and debits will be written off and returned to the borrower. When the borrower repays the loan due to the loan, the borrower shall first calculate the interest payable, and together with the principal, the debtor's debts and debits will be written off and returned to the borrower.
II. When the borrower fails to repay the principal and interest on time, the Company may require the borrower to immediately repay all the loans or provide collateral or guarantors for them, and dispose of them according to law.
Article 10: Internal Control
I. The Company shall establish a checklist for the handling of the loan and the matters of the fund, and the details of the fund loan and the object, the amount, the date of the board of directors,
38
the date of the fund loan and the matters that should be carefully evaluated in accordance with the operating procedures are for reference.
II. In the case of the loan handling case, after handling the loan, the claim certificate, such as the contract, the promissory note, and the security certificate, insurance policy and current documents shall be sorted in order, and reviewed by the department head. Keep it safe after it is correct.
III. The Company's internal auditors shall audit the Procedures and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the members of the Audit Committee in writing of any material violation found, if any.
IV. If the Company changes its circumstances and the loan and the object do not conform to the provisions of this operation procedure or the balance exceeds the limit, an improvement plan shall be made, and the relevant improvement plan shall be sent to the audit committee and the improvement shall be completed according to the planning schedule.
Article 11: Control Procedures for Subsidiary Funds and Others
I. The subsidiaries of the Company intend to lend funds to others. The Company shall assign the funds to the operating procedures of others in accordance with the "Guidelines for the Processing of Funds for Public Offering of Companies and Endorsement Guarantees", and shall be based on the assigned work. The procedure is handled; however, the net value is based on the net value of the subsidiary.
II. The subsidiary company shall prepare the fund loan and other company schedules for the previous month on the 10th of each month (excluding) and submit the Company.
III. The auditors of the Company shall also audit the funds loan and other people's operating procedures and their implementation at least quarterly, and make written records. If any major violations are found, the written information shall be immediately reported to the general manager, if necessary, a written report should be sent to the Audit Committee.
IV. When the audit personnel of the Company check the subsidiaries according to the annual audit plan, they should understand the implementation of the subsidiary's fund loan and other people's operating procedures. If any missing items are found, they should continue to track the improvement and make a report of the tracking report. manager.
Article 12: Announcement Procedure Declaration
I. The Company shall announce the capital loan and balance of the Company and its subsidiaries in the previous month before the 10th of each month.
39
II. The Company's fund loan and one of the following standards shall be announced within two days from the date of the fact:
- The balance of the Company's and its subsidiaries' capital loans and others reached more than 20% of the company's most recent financial statements.
- The Company's and its subsidiaries' loans and balances on a single enterprise accounted for more than 10% of the Company's most recent financial statements.
- The newly-added funds and loans of the Company and its subsidiaries amounted to NT$10 million and reached the net value of the latest financial statements of the Company by more than 2%.
III. The subsidiary of the Company is not a domestic public issuance company. The subsidiary has the third paragraph of the preceding paragraph that should be announced and declared by the Company.
Article 13: The Company shall evaluate the fund loan situation and provide an adequate allowance for bad debts, and properly disclose relevant information in the financial report, and provide relevant information to the visa accountant to perform the necessary check procedures.
Chapter III Endorsement Guaranteed Operating Procedures
Article 14: Endorsement Guarantee Scope of Application
I. The endorsement guarantees referred to in this operating procedure include:
- Financing endorsement guarantee refers to the endorsement or guarantee of the discounted financing of the ticket, the purpose of financing for the company, and the opening of a bill to the non-financial undertaking as the guarantor for the purpose of financing the Company.
- Tariff endorsement guarantee refers to the endorsement or guarantee of the relevant customs matters of the company or other company.
- Other endorsement guarantees refer to endorsements or guarantees that cannot be classified in the first two paragraphs.
II. The Company shall provide the movable property or mortgage property for the guarantee of the borrowing of the company, and shall also handle the procedures according to the operating procedures.
Article 15: Endorsement guarantee object
I. The Company must guarantee the endorsement of the following companies:
40
- A company with business contacts.
- The Company that directly and indirectly holds more than 50% of the voting shares.
- A company that directly and indirectly holds more than 50% of the shares of the company with voting rights.
II. The Company that directly and indirectly holds more than 90% of the voting shares may be endorsed and the amount shall not exceed 10% of the net value of the public offering company. However, the public issuance company directly and indirectly holds 100% of the voting rights of the company.
III. The Company's joint investment relationship is guaranteed by the all-invested shareholders to the insured company's endorsement according to their shareholding ratio, and is not subject to the restrictions of the preceding two items. The term "funding" as mentioned above means that the Company directly contributes capital or through a company that holds 100% of the voting shares.
Article 16: The total amount of endorsement guarantees and the limit of a single enterprise
I. The total amount of the Company's own, the Company and its subsidiaries that are guaranteed for external endorsement shall not exceed 80% of the current period's net value.
II. The Company itself, the company and its subsidiaries as a whole endorsed the guarantee amount of a single enterprise to a maximum of 40% of the current net value.
Article 17: Decision and Authorization Level
I. Before the Company endorses or provides guarantees to others, it should carefully assess whether it meets the requirements of the "Public Issuance Company's Fund Loan and Endorsement Guarantee Processing Guidelines" and the procedures of this operation, and submits the results of the evaluation of Article 18 to the Board of Directors then handle. However, in order to meet the statute of limitations, within the limit of 20% of the net value of a single endorsement of a single enterprise, the board of directors authorizes the chairman or the general manager to make a decision first, and then report it to the most recent board of directors for ratification.
II. When endorsing or providing guarantees for others to report to the board of directors, the opinions of the independent directors should be fully considered and the reasons for their consent or objection should be included in the records of the board of directors.
III. The Company's endorsement guarantees that due to business needs, and there is a need to exceed the amount specified in the operating procedures and meet the conditions set out in this
41
operating procedure, the board of directors shall agree and the loss of the company may be exceeded by more than half of the directors. The named joint insurance, and amend the operating procedures, reported to the shareholders meeting to ratify; when the shareholders' meeting does not agree, the plan should be set to sell out of the limit within a certain period of time. In the above discussion of the board of directors, the opinions of the independent directors should be fully considered and the reasons for their consent or objection to the board of directors should be included in the board record.
Article 18: Procedures for handling and reviewing endorsement guarantees
I. When the endorsement guarantees that the enterprise needs to endorse the guarantee amount, it shall submit an application to the accounting department of the company. The accounting office shall conduct an evaluation and conduct the credit investigation work. After being approved by the accounting department and the general manager, it shall be submitted to the board of directors for review. The evaluation items include:
- Its necessity and rationality;
- Whether the endorsement guarantee amount is equal to the business transaction amount due to the endorsement guarantee of the business relationship;
- The impact on the Company's operational risk, financial position and shareholders' equity;
- Whether the valuation of collateral and collateral should be obtained.
II. When the endorsement guarantees that the enterprise needs to use the endorsement guarantee amount within the quota approved by the board of directors, it shall remit the loan amount, the time limit and the nature of the endorsement guarantee to the company, and shall go through the audit of the accounting department of the company.
III. If the Company or a subsidiary of the Company guarantees that the object of the endorsement is a subsidiary whose net value is less than two cents of the paid-up capital, the applicant shall also state the measures and plans for the subsequent related control risks in respect of the endorsement for the company. The financial unit shall review it in accordance with the first item of this article, and the financial unit of the company shall regularly track the implementation of the risk control measures and plans. If the subsidiary's stock has no denomination or the denomination of each share is NT$10, the amount of paid-in capital calculated in accordance with the above provisions shall be the sum of the capital reserve plus the issue premium.
IV. The manager of the accounting department of the company shall review the endorsement monthly to ensure relevant
42
information. If an abnormal situation occurs, it should be reported immediately.
Article 19: Printing and use procedures for seals
I. The special seal of the endorsement guarantee is the seal of the company applying for registration with the Ministry of Economic Affairs. The seal should be kept by a special person and changed at the same time; when the endorsement is guaranteed, the company should print or issue the bill according to the company's prescribed operating procedures; If the foreign company is a guarantee, the company's letter of guarantee should be signed by the person authorized by the board of directors.
II. If the subsidiary is established abroad, the company seal of the preceding paragraph concerning the application for registration to the Ministry of Economic Affairs is a special seal for endorsement, and the company seal to be registered as a special seal for endorsement.
Article 20: Internal Control
I. The company's handling of endorsement guarantees shall be based on the preparation book established by the accounting office, the promised guarantee, the name of the endorsed enterprise, the risk assessment result, the endorsement guarantee amount, the date of the board of directors or the chairman's decision, the endorsement date, The contents of the collateral and its appraisal value and the conditions and dates for the release of the endorsement responsibilities are detailed for future reference.
II. The internal auditors of the Company shall at least quarterly audit the endorsement to ensure the operating procedures and their implementation, and make a written record. If a major violation is discovered, the audit committee shall be notified in writing and reported to the board of directors.
III. If the company changes due to the circumstances, the object of the endorsement is in accordance with the provisions of Article 15 of the operating procedures or the "Guidelines for the Processing of Funds and Endorsements of Public Offering Companies", and the amount of the endorsement is not met. If the change in the basis of the calculation limit exceeds the amount specified in Article 16 of this operating procedure, an improvement plan shall be established, and the improvement plan shall be sent to the Audit Committee and reported to the Board of Directors, and the improvement shall be completed according to the planning schedule.
Article 21: Control procedures for the endorsement of subsidiaries
I. If the subsidiary of the company intends to endorse the guarantor for others, the Company shall assign the
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endorsement guarantee operating procedures in accordance with the "Public Issuance of Corporate Funds and Endorsement Guarantee Guidelines" and follow the prescribed operating procedures.
II. The subsidiaries of the Company that directly or indirectly hold more than 90% of the voting shares shall be processed before the endorsement of the company's board of directors. However, the public issuance company directly or indirectly holds 100% of the voting shares of the company, not limited to this.
III. The subsidiary company shall prepare a list of endorsement guarantees for others in the previous month on the 10th of each month (excluding) and submit the company.
IV. The auditors of the Company shall at least quarterly audit the endorsement to ensure the operating procedures and their implementation, and make a written record. If a major violation is discovered, the general manager shall be notified in writing immediately, and the auditing unit of the company shall submit the written information to the auditing committee.
V. When the audit personnel of the company check the subsidiaries according to the annual audit plan, they should understand the implementation of the operating procedures by the subsidiaries to endorse the books, and if they find any missing items, they should continue to track the improvement and make a report of the tracking report. manager.
Article 22: Announcement Procedure Declaration
I. The Company shall announce the application for the endorsement guarantee balance of the company and its subsidiaries in the previous month before the 10th of each month.
II. The Company's endorsement of the company guarantees that one of the following standards shall be announced within two days from the date of the fact:
-
The endorsement of the Company and its subsidiaries guarantees a balance of more than 50% of the company's most recent financial statements.
-
The guarantee balance of the Company and its subsidiaries for a single enterprise is up to 20% of the net value of the latest financial statements of the company.
-
The Company and its subsidiaries endorsed the balance of a single enterprise with a balance of NT$10 million or more and endorsed the guarantee, the investment book amount of the equity method and the balance of the fund loan and balance reached the net value of the latest financial statements of the company. More than 30%.
-
The guaranteed amount of new endorsements of the
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Company and its subsidiaries amounted to NT$30 million and reached more than 5% of the company's most recent financial statements.
III. If the subsidiary of the Company is not a domestic public issuance company, the subsidiary shall have the matters to be announced in the fourth paragraph of the preceding paragraph, which shall be made by the Company.
Article 23: The Company shall periodically evaluate and recognize the contingent loss of the endorsement and properly disclose the endorsement guarantee information in the financial report, and provide relevant information of the visa accountant for the accountant to adopt the necessary checking procedures.
Chapter IV Supplementary Provisions
Article 24: Penalties
When the manager and the organizer of the company violate the "Guidelines for the processing of loan and endorsement of publicly issued companies" or the operating procedures, they shall be reported and evaluated according to the personnel management measures and employee manuals of the company, and shall be punished according to their circumstances.
Article 25: Implementation and revision
The fund loan and endorsement guarantee procedures set by the Company shall be sent to the audit committee and submitted to the shareholders' meeting for approval after the board of directors approves. If any director expresses objection and has a record or written statement, the Company shall send the objection to the audit committee report to the shareholders meeting for discussion. The rule also applies to the amendment.
The Company shall fully consider the opinions of the independent directors when the funds are loaned to others and the endorsement guarantee operating procedures are submitted to the board of directors for discussion. If the independent directors have objections or reservations, they should be stated in the minutes of the board of directors.
The Company's revised fund loan and endorsement guarantee procedures shall be approved by more than one-half of all members of the Audit Committee and shall be submitted to the Board of Directors for resolution. The second provision shall not apply.
If the preceding paragraph is not approved by more than 1/2 of all members of the Audit Committee, it may be agreed by more than 2/3 of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors.
The terms "all Audit Committee members" and "all directors" as stated herein shall be counted as the actual number of persons
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currently holding those positions.
Article 26: This operating procedure was concluded on June 11, 2013.
The first amendment was made on June 2, 2015, on the removal of the relevant regulations of the supervisor, which took effect from the date of the establishment of the Audit Committee.
The second amendment was made on June 24, 2016.
The third amendment was made on June 05, 2019.
The 4th amendment was made on May 20, 2022.
The 5th amendment was on June 13, 2025.
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[Appendix II]
EDOM Technology Co., Ltd.
Rules of Procedure for Shareholders' Meetings
I. The rules of procedures for the Company's Shareholders Meetings, except as otherwise provided by the law and regulation, shall be as provided in these Rules.
II. The Company shall set up a signature book for the attending shareholders to sign in, or the attending shareholders shall submit the sign-in card to sign on behalf of the shareholders.
The number of attendances is calculated based on the signature book or the signed card.
III. The attendance and voting of the shareholders' meeting shall be based on the shares.
IV. The venue for the shareholders meeting of a listed company shall be held at the place where the Company is located or where the convenience shareholders are present and suitable for the meeting of the shareholders meeting. The meeting shall start no earlier than 9:00 am or later than 3:00 pm.
V. 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 chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the 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 does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
If the shareholders' meeting is convened by a convener other than the Board of Directors, the chairman of the meeting shall be the convener.
VI. The company may assign lawyers, accountants or relevant personnel to attend the shareholders' meeting.
The attending staff of the shareholders' meeting should wear a identification card or armband.
VII. The company shall record or record the entire meeting of the shareholders' meeting and keep it for at least one year.
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VIII. At the time of the meeting, the chairman shall announce the meeting. However, if the shareholders who have not represented more than half of the total number of shares in issue are present, the chairman may announce the postponement of the meeting. The number of delays shall be limited to two times, no more than an hour. If the second time is still insufficient and the shareholders representing more than one third of the issued shares are present, they may be deemed to have a false resolution in accordance with the first paragraph of Article 175 of the Company Act. Before the end of the meeting, if the number of shares represented by the shareholders reaches more than half of the total number of issued shares, the chairman shall make a false resolution and re-invited the meeting to vote in accordance with the provisions of Article 174 of the Company Act.
IX. If the shareholders' meeting is convened by the board of directors, its agenda shall be determined by the board of directors. The meeting shall be conducted according to the scheduled agenda and may not be changed without the resolution of the shareholders' meeting.
If the shareholders' meeting is convened by other convener holders other than the board of directors, the provisions of the preceding paragraph shall apply.
Before the agenda of the first two items is scheduled (including the extempore motion), the chairman may not announce the meeting without a resolution. The chairman violated the rules of procedure and announced that the participants could attend the meeting by voting for more than half of the shareholders' voting rights.
After the meeting is adjourned, the shareholders may not appoint another chairman and continue the meeting either at the same or a different venue.
X. Before attendant shareholders make a speech, they have to fill in a statement slip specifying the gist of speech, the shareholder's account number (or attendance card number) and the name of the account. The chairman shall set the order of speech. Those who attend the shareholders' speech only and do not speak are deemed to have not spoken. If the contents of speech are inconsistent with the contents of speaker's slip, the contents of speech shall prevail. When attending a shareholder's speech, other shareholders shall not interfere with the speech except with the consent of the chairman and the speaking shareholder. The violators shall stop it.
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XI. Each shareholder of the same proposal shall not speak more than twice without the consent of the chairman, and may not exceed five minutes at a time. If the shareholder speaks in violation of the provisions of the preceding paragraph or exceeds the scope of the issue, the chairman may stop his speech.
XII. When a corporate shareholder has been delegated to attend the shareholders' meeting, only one person should be delegated as proxy by the corporate shareholder.
When a judicial person shareholder appoints two or more representatives to attend the shareholders meeting, the same motion may only be pushed by one person.
XIII. After attending the speech of the shareholders, the chairman may personally or appoint a relevant person to reply.
XIV. The Chairman's discussion of the motion, if it is considered to have reached the level of voting, may be announced to stop the discussion and to vote.
XV. The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the Chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
XVI. During the meeting, the Chairman may decide to rest at a discretion.
XVII. The voting on the resolution, except as otherwise provided for in the company law and the company's articles of association, is approved by a majority of the voting rights of the attending shareholders. At the time of voting, if the chairman has consulted the no-objection, it shall be deemed to have passed, and its validity shall be the same as the voting.
XVIII. When there is an amendment or an alternative to the same motion, the Chairman shall decide the order of voting with the original motion. If one of the cases has been passed, the other motions are deemed to be vetoed and no further votes are required.
XIX. The Chairman may command the picket (or security personnel) to help maintain the order. The pickets (or security personnel) shall wear armbands with the word "picket" when trying to maintain order.
XX. The matters not specified in these Rules shall be handled in accordance with the provisions of the Company Act and the Articles of Incorporation of the Company.
XXI. These rules shall be implemented after the approval of the shareholders' meeting, and the same shall apply to the amendments.
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[Appendix III]
EDOM Technology Co., Ltd.
Articles of Incorporation
Chapter I General Provisions
Article 1 The Company is organized in accordance with the provisions of the Company Law and is named as EDOM TECHNOLOGY CO., LTD in English.
Article 2 The scope of business of the Company shall be as follows:
I. F118010 Wholesale of Computer Software
II. F119010 Wholesale of Electronic Materials
III. CC01120 Data Storage Media Manufacturing and Duplicating
IV. CC01080 Electronic Parts and Components Manufacturing
V. I301010 Software Design Services
VI. I501010 Product Design
VII. E605010 Computing Equipment Installation Construction
VIII. F401010 International Trade
IX. F219010 Retail Sale of Electronic Materials
X. CC01100 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
XI. F108031 Wholesale of medical equipment.
XII. F208031 Retailing of medical equipment.
XIII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company is based in Taipei City, and domestic and overseas branches can be established upon the decisions of the Board of Directors if necessary.
Article 4 The Company makes announcements in accordance with the provisions of Article 28 of the Company Act.
Article 5 The Company's reinvestment and the total amount of reinvestment is not limited by 40% of the paid-in capital as specified by Article 13 of the Company Act. The reinvestment shall be handled in accordance with Board resolutions.
Article 5-1 The Company may provide endorsement and guarantee and act as a guarantor due to business needs.
Chapter II Shareholding
Article 6
The Company's share capital is rated at NT$40 billion, divided into 400 million shares at NT$10 each. The Board of Directors has been authorized to issue the shares in multiple closings with a certain portion as preferred shares. Of the total capital in the preceding paragraph, NT$70 million is reserved for the issuance of employee stock options, new stocks that restrict employee rights, special stocks with options, or corporate bonds, at NT$10 per share in multiple closings.
Article 6-1
The Company may issue type A preferred shares, the rights, obligations and other important issuance conditions of which are as follows:
I. The dividend for preferred shares is limited to an annual rate of 8%, calculated by the issuance price per share, and the dividend may be distributed one-time in cash every year. After the financial report is approved by the shareholders' meeting, the Board will determine the base date to pay the distributable dividends of the previous year. The amount of dividends for distribution in the year of issuance and recovery is calculated by the actual issuance days of the current year.
II. The Company has discretion over the dividend distribution of preferred shares. The Company may decide not to distribute dividends of preferred shares if there are no earnings in the annual accounts or the earnings are insufficient to distribute dividends of preferred shares or other necessary consideration. The shareholders of preferred shares may not object to the decision. If the preferred shares issued are of the non-accumulative type, the undistributed dividends or the deficit of dividends will not be accumulated for deferred payment in the years with earnings in the future.
III. The dividends prescribed in Subparagraph 1 of this Paragraph, shareholders of preferred shares may not be a part of the cash and equity capital of earnings and additional paid-in capital of ordinary shares.
IV. The distribution priority for shareholders of preferred shares on the residual property of the Company is ahead of shareholders
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of ordinary shares and equal to the preferential order of shareholders of all preferred shares issued by the Company, and the preferential order is only lower than general creditors. Yet the distribution shall not exceed the issuance amount.
V. Shareholders of preferred shares do not have the right to vote or suffrage. However, they will have to right to vote in shareholders' meetings of preferred shares or shareholders' meetings that involve the rights and obligations of shareholders of preferred shares.
VI. If the preferred shares issued by the Company are convertible preferred shares, they shall not be converted within one year from the date of issuance. The board of directors is authorized to set the period of their conversion in the actual issuance conditions. Shareholders of the convertible preferred shares may apply for the conversion of part or all of the preferred shares they hold, according to the ratio of one preferred share to one common share (the conversion ratio is 1:1). After the convertible preferred shares are converted into common shares, their rights and obligations are identical to that of common shares. The preferred shares that have been converted into common shares before the ex-rights (dividend) base date of the conversion year shall participate in the common share profit and capital reserve distribution of the current year, and shall not participate in the preferred share dividend distribution of the current year. The preferred shares converted into common shares after the ex-rights (dividend) base date of the conversion year shall participate in the preferred share dividend distribution of the current year, and shall not participate in the common share profit and capital reserve distribution of the current year. Preferred share dividends and common share dividends in the same year shall be distributed based on the principle of non-repetitive distribution.
VII. Preferred shares have no maturity, but the Company may redeem all or partial preferred shares anytime on the next day
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after five years of issuance with the original issuance price. Unredeemed preferred shares shall continue to enjoy rights and obligations of issuance terms prescribed in this Article. In the year of redeeming preferred shares, the dividends that shall be distributed until the redeem date shall be distributed in accordance with the actual issuance days of that year if the shareholders' meeting of the Company decide to distribute dividends.
VIII. The preferred shares are not convertible into common shares. The Board is authorized to determine the name, issuance date and specific issuance terms upon actual issuance after considering the situation of capital market and the willingness of investors to subscribe in accordance with Articles of Incorporation and related laws and regulations.
Article 6-2
The company may issue type B special shares, and its rights and obligations and other significant issuance conditions are as follows:
I. The dividend of special shares is limited with an annual rate of 4%, which is calculated based on issuance price per share, and the dividend shall be distributed in cash once a year. After the financial report has been acknowledged in the annual general shareholders' meeting, the board of directors shall set the based date for the dividend distributable in the previous year. The distribution of the annual dividends in the year of issuance and recovery shall be calculated on the basis of the actual number of days of issuance in the concurrent year.
II. The company owns the discretionary power to distribute the dividends of special shares. If there is no surplus in the annual statement of the company or the surplus is insufficient to be distributed into the dividends of the special shares or under other necessary considerations, the shareholders' meeting shall resolute not to distribute the dividends of the special shares, which does not constitute a cause of breach of contract.
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III. Except for receiving the dividends mentioned above in subparagraph 1 of this paragraph, the shareholders of special shares shall not involve in the distribution of the surplus and capital reserve into cash and capital allocation of common shares.
IV. The shareholders of the special shares have priority over the shareholders of common shares in the order of distribution of the remaining property of the company to, and is in the same order as the shareholders of various special shares issued by the company, and is inferior to the general creditors, provided that it does not exceed the amount calculated at the issue price of the outstanding special shares at the time of distribution.
V. The shareholders of the special shares have no voting right or veto power at the shareholders' meeting, but they have the right to vote at the shareholders' meeting of the special shares and the shareholders' meeting on matters related to the rights and obligations of the preferred shareholders.
VI. The special shares are convertible special shares and shall not be converted within one year from the date of issuance. The board of directors is authorized to determine the period during which it can be converted in the actual issue conditions. Shareholders of convertible special shares shall apply for the conversion of part or all of the special shares held in accordance with the conversion ratio of one special share to one common share (the conversion ratio is 1:1). The right and obligations of the convertible special shares are the same as the common shares after conversion. If the special shares been converted into common shares before the ex-rights (dividend) base date of concurrent year, the distribution of the surplus of common shares and the distribution of capital reserves involved for the concurrent year shall not be involved in the distribution of the dividends
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of the special shares in the concurrent year. The principle of distribution Dividends on special shares and common shares (dividends) in the same year are subject to non-repetitive
VII. There is no expiry date for the special shares and the special shareholders shall not request the company to buy back their holding special shares. However, the company may withdraw all or part of the special shares at the original actual issue price at any time from the next day from the five-year expiration of the issuance. The rights and obligations of the uncollected preferred shares shall continue following aforementioned issuance conditions. If the company resolute to release dividends in the concurrent year, the distributable dividends up to the date of recovery shall be calculated according to the actual number of issuance days in the concurrent year.
VIII. The capital reserve issued at a premium of the preferred shares shall not be used as capital during the issuance period except for making up for losses.
The board of director is authorized to determine the name, issue date and specific issuance conditions of this special shares, in regards to capital market conditions and the subscription intention of investors, in accordance with the articles of incorporation and relevant laws and regulations.
Article 7 The Company's stock shall generally be registered, the directors representing the Company shall sign or affix their seals to shares. Stock shall be issued after attestation by the competent authority or an issuance attestation organization approved by the competent authority, but they can be exempted from being printed.
Article 7-1 The Company's stock affairs are handled in accordance with the relevant laws and regulations, such as the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 8 The registration of share transfers shall be made within 60 days
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prior to the convening date of a regular shareholders' meeting, within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the record date of the Company's decision to distribute dividends, bonuses, or other benefits. The above-mentioned period of suspension of the transfer shall be counted from the date of the meeting or the base date.
Chapter III Shareholders' Meeting
Article 9 Shareholders' meetings shall be divided into regular shareholders' meetings and special shareholders' meetings. The regular shareholders' meeting shall be convened within 6 months after the close of each fiscal year, whereas a special shareholders' meeting is held in accordance with the law whenever necessary.
The preferred stockholders' meeting shall be convened in accordance with the relevant laws and regulations whenever necessary.
The shareholders' meeting of the company shall be conducted by con-call or other methods announced by the central competent authority.
The requirements, operating procedures, and other matters to be complied with for the adoption of shareholders' meetings via con-call shall be governed by the regulations of the competent authority if otherwise stipulated.
Article 9-1 The convening of the shareholders' meeting shall be notified to the shareholders in writing by the provisional meeting 30 days before the temporary meeting. The matter of convening the shareholders' meeting shall be stated in the written notice.
Article 9-2 If a shareholders' meeting is convened by the Board of Directors, the Chairman is elected in accordance with Article 208 of the Company Act. If it is convened by a party 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.
Article 10 For each shareholders' meeting, a shareholder may appoint a proxy
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to attend the meeting in accordance with Article 177 of the Company Act to exercise his/her right.
Article 11
A shareholder of the Company shall be entitled to one vote for each share held, except when the shares are restricted to the shares under Article 179-2 of the Company Act.
Article 12
The resolution of the shareholders' meeting shall, in addition to the provisions of the Company Act, be represented by more than half of the total number of shareholders who have issued shares, and agree to attend more than half of the shareholders' voting rights. According to the regulations of the competent authority, the shareholders of the Company may exercise their voting rights electronically. Shareholders who exercise their voting rights electronically are deemed to be present in person, and their related matters are handled in accordance with the law.
Article 12-1
The resolutions of the shareholders' meeting shall be included in the meeting minutes and treated in accordance with Article 183 of the Company Act.
Article 12-2
The Company may transfer the treasury shares to the employees at an average price lower than the actual purchase price, or lower than the issue, by a majority of the shareholders present at the shareholders' meeting and more than 2/3 of the shareholders' voting rights. The employee stock option certificate is issued at the subscription price of the daily closing price.
Chapter IV Directors
Article 13
The Company has seven to nine directors for a term of three years, and the number of directors is authorized by the board. The election of directors is conducted in accordance with the candidate nomination system by shareholders who have the ability to act and re-election is allowed. The nomination, selection and other obligations of directors shall be conducted in accordance with the relevant regulations of the competent authority.
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Article 13-1 The number of independent directors shall not be less than three and one-fifth of the number of directors; the professional qualifications, shareholdings, part-time job restrictions, nomination, selection system and other obligations of independent directors shall be conducted in accordance with the relevant regulations of the securities authority.
Article 13-2 If the director's vacancy exceeds one-third of the total amount for any reason, the board of directors shall convene a shareholder's meeting by-election within 60 days. Except for the full re-election of the directors, the term of the new directors will expire until the expiration of the original term.
Article 13-3 The Company shall set up an Audit Committee in accordance with the provisions of Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of all independent directors. The members of the Audit Committee or the Audit Committee shall be responsible for the implementation of the Company Act, the Securities and Exchange Act, and other laws and regulations.
Article 14 The Directors shall constitute the Board of Directors and shall elect one Chairman (and one vice Chairman) of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the Directors. The Chairman shall externally represent the Company.
Article 14-1 The authorities of the Board of Directors are as follows:
I. Define business approach;
II. Review important regulations;
III. Set up or close branch organizations;
IV. Prepare budget and annual final accounts;
V. Propose to the shareholders' meeting to amend the Articles of Incorporation, change the capital, and the company's merger, acquisition, dissolution or liquidation;
VI. Propose shareholders for surplus distribution and capital increase;
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VII. File a lawsuit or settlement;
VIII. Reinvest in other businesses;
IX. Appoint and dismiss the President.
X. Other powers conferred by regulations or Shareholders' Meetings.
Article 14-2
Except for the first meeting of each newly-elected Board of Directors which is to be convened by the Director with the most votes, board meetings shall be convened by the chairman of the board. A written notice, email or fax shall be sent by the convener at least seven days in advance with the date and place of the meeting and the agenda. In the event of an emergency, the Board of Directors may call a meeting anytime without the time limit specified above.
Article 14-3
The directors adopt resolutions at the board meeting to exercise their functions and powers. Except for the higher number stipulated by the Company Act, the board meeting shall be attended by more than half of the directors. The resolution shall be made with the consent of more than half of the directors present. Article 14-1 and 14-5 of the Articles of Incorporation stipulates that the election of the chairman and vice chairman of the Board of Directors are regarded as major events. More than 2/3 of the directors are required to attend and more than half of the directors have to agree for the resolution to pass.
Resolutions of shareholders meeting shall be recorded in the minutes of meeting. The meeting minutes shall be signed or sealed by the chair of the meeting, and the minutes shall be distributed to each shareholder within 20 days after the meeting. Meeting minutes, along with the directors' sign-in record and proxy authorization shall be kept by the Company in accordance with regulations.
Article 14-4
The directors can entrust other directors to attend the Board of Directors in writing, and may elect to vote on the power of attorney to list the terms of the convening, but each director is only limited to
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one other director.
When a board meeting is held, if a videoconference is held, the directors who participate in the meeting by video are deemed to be present in person.
Article 14-5 When the directors of the Company perform their duties, regardless of the Company's operating profit and loss, the Company has to pay compensation, and its remuneration authorizes the board of directors to agree on the value of the company's operational participation and contribution, according to the industry's usual level.
Article 14-6 The Company may purchase liability insurance for directors to reduce the risk of directors being sued by shareholders or other related parties for performing their duties according to law.
Article 15 When the chairman of the Board of Directors asks for leave or fails to exercise his powers for any reason, his agent shall handle the matter in accordance with the provisions of Article 208 of the Company Act.
Article 16 The Board of Directors of the Company has to set up various functional special committees for the sound supervision function and strengthening management functions.
Chapter V Managerial officer
Article 17 The Company may, according to the resolution of the Board of Directors, set up a chief executive officer to coordinate the operations and decision-making of the Company and all affiliated companies of the Company. The Company has a President and its appointment, dismissal and remuneration are handled in accordance with Article 29 of the Company Act.
Chapter VI Accounting
Article 18 The Board of Directors shall prepare the following documents at the end of each fiscal year:
(I) Business report.
(II) Financial Statements
(III) The proposals such as the surplus distribution or the compensation for losses shall be submitted to the shareholders' meeting in accordance with the law and requested to be recognized.
Article 19
In the case of a profitable fiscal year, the Board of Directors shall set aside no less than 3% to employee compensation and no more than 6% as compensation to directors and supervisors and report to the shareholders' meeting.
Employee compensation shall be distributed in stocks or in cash by the resolution of the Board of Directors. The payment shall apply to employees in the controlling company, subordinate companies as well as whoever meets criteria developed by the Board of Directors. However, if the Company has accumulated losses, the amount of remuneration shall be appropriated to offset it and then remuneration for employees and directors shall be allocated according to the aforementioned percentage.
Article 19-1
Any surplus in the annual final accounts of the Company shall be distributed in the following order:
(I) Tax;
(II) Offset previous losses;
(III) Legal capital reserve at 10% of the earnings left over, until the accumulated legal capital reserve has equaled the total capital of the Company;
(IV) After appropriation or reversal of special reserve in accordance with relevant laws or regulations or the Company's needs; the balance is added to the beginning retained earnings as the surplus available for distribution;
(V) For the surplus available for distribution, priority shall be given to the distribution of the dividends of the special stock in the concurrent year. The board of directors shall conduct the proposal for a resolution on the distribution of surplus and submit a resolution to the shareholders'
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meeting to distribute dividends to shareholders.
Shareholder's dividends shall be allocated at least 30% of the distributable surplus after deducting the dividends of special shareholders, of which the proportion of cash dividends shall not be less than 20% of the total dividends. The Company adopts a balanced dividend policy, and the Board of Directors can make adjustments according to the Company's actual profit, capital budgeting, capital status, and future investment environment, capital needs, domestic and international competitions and capital budgeting to take into account shareholders' interests, balance of dividends and long-term financial plans of the Company.
Chapter VII Supplementary Provisions
Article 20 The matters not covered in the Articles of Incorporation are handled in accordance with the provisions of the Company Act.
Article 21 The Articles of Incorporation were formulated on July 3, 1996.
The first amendment was made on June 15, 1998.
The second amendment was made on October 1, 1998.
The third amendment was made on May 25, 1999.
The fourth amendment was made on December 20, 1999.
The fifth amendment was made on June 6, 2000.
The sixth amendment was made on July 3, 2000.
The seventh amendment was made on January 12, 2001.
The eighth amendment was made on May 16, 2001.
The ninth amendment was made on March 15, 2002.
The tenth amendment was made on July 1, 2002.
The eleventh amendment was made on May 23, 2003.
The twelfth amendment was made on May 23, 2003.
The thirteenth amendment was made on May 19, 2005.
The fourteenth amendment was made on May 29, 2006.
The fifteenth amendment was made on January 4, 2007.
The sixteenth amendment was made on June 13, 2008.
The seventeenth amendment was made on June 13, 2008.
The eighteenth amendment was made on June 16, 2009.
The nineteenth amendment was made on June 15, 2011
The twentieth amendment was made on June 22, 2012.
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The twenty-first amendment was made on June 11, 2013.
The twenty-second amendment was on June 2, 2015.
The twenty-third amendment was on June 24, 2016.
The twenty-fourth amendment was on June 15, 2018.
The 25th amendment was made on June 5, 2019.
The 26th amendment was made on June 9, 2019.
The 27th amendment was made on May 28, 2021
The 28th amendment was made on May 26, 2022.
The 29th amendment was made on June 7, 2023.
The 30th amendment was made on June 27, 2024.
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[Appendix IV]
Impact of the free share allotment on the company's operating performance, earnings per share and return on shareholders' returns
Unit: NT$ thousand
| Year | | | 2026
(Estimated) |
| --- | --- | --- | --- |
| Beginning paid-in capital | | | 2,698,298 |
| Dividends distribution | Cash dividends per share (NT$) | | - |
| | Surplus to capital per share | | - |
| | Capital reserve to capital increase | | - |
| Changes in business performance | Operating profit | | Note 2 |
| | Increase or decrease in operating profit over the same period last year | | |
| | Net income | | |
| | Net profit increased (decrease) ratio compared with the same period last year | | |
| | Earnings per share | Basic earnings per share | |
| | | Diluted earnings per share | |
| | Earnings per share compared to the same period last year | | |
| | Annual average return on investment (annual average P/E ratio) | | |
| Proposed earnings per share and P/E ratio | If the surplus is transferred to the capital increase, the cash dividend will be fully adjusted. | Proposed earnings per share | |
| | | Pro-forma average annual return on investment | |
| | If the capital reserve is not transferred to the capital increase | Proposed earnings per share | |
| | | Pro-forma average annual return on investment | |
| | If capital reserve has not been set aside and profit to capital increase is distributed as cash dividends | Proposed earnings per share | |
| | | Pro-forma average annual return on investment | |
Note 1: The dividend is calculated based on the number of 269,830 thousand shares outstanding on the day of resolution made by the Board of Directors of the Company.
However, due to changes in the Company's share capital before the dividend base date, the shareholder dividend rate has changed (including but not limited to capital increase, corporate bond conversion of ordinary shares or treasury stock capital reduction, etc.). Dividends will be evenly distributed based on the shareholding recorded in the shareholder roster based on the ex-dividend date.
Note 2: Not applicable as the Company did not publicly disclose the financial forecast for 2026.
[Appendix V]
I. For the fiscal year 2025, the Company's profit distribution includes NT$17,195,635 for directors' remuneration, NT$24,073,889 for employees' compensation, and NT$10,317,381 for entry-level employees' compensation. All distributions will be paid in cash. The recipients may include employees of controlled or subsidiary companies who meet certain specific criteria.
II. III. Discrepancies between the proposed amounts for employees' and directors' remuneration approved by the Board of Directors and the estimated amounts recognized in the relevant fiscal year, the reasons for such discrepancies, and the handling thereof: There is no discrepancy.
65
[Appendix VI]
EDOM Technology Co., Ltd.
Number of shares held by all directors
(I) The Company's paid-in capital is NT$2,698,297,940, and the number of issued shares is 269,829,794 shares.
(II) The rules are implemented pursuant to Article 26 of the Securities and Exchange Act and the number of shares of the directors and supervisors of the Company.
- The total number of shares held by all non-independent directors of the Company shall not be less than 12,000,000 shares of the Company's issued shares.
- The Company has set up an Audit Committee, so there is no application for the number of shares that the supervisor should hold.
(III) The number of shares held by the directors of the Company as of the current general meeting of shareholders at the closing date of the transfer of shareholders is as follows:
| Job Title | Name | Date of Appointment | Shareholding on stop transfer date | |
|---|---|---|---|---|
| Number of Shares | Shareholding | |||
| Chairman of the Board | Wayne Tseng | 2022.05.26 | 27,766,059 | 10.29% |
| Director | Fei-Hung Lin | 2022.05.26 | 4,855,963 | 1.80% |
| Director | Hsieh Yueh Co., Ltd. | |||
| Representative:Yu, Chun-Chieh | 2022.05.26 | 14,008,880 | 5.19% | |
| Director | Hsieh Yueh Co., Ltd. | |||
| Representative:Tseng, Po-Chuan | 2022.05.26 | 14,008,880 | 5.19% | |
| Director | Pai Yueh Co., Ltd. | |||
| Representative: Li, Po-Yi | 2022.05.26 | 7,533,000 | 2.79% | |
| Director | WPG Holdings Limited | |||
| Representative: Tai, Ju-Fang | 2022.05.26 | 25,000,000 | 9.27% | |
| Independent Director | Yu, Yung-Kuei | 2022.05.26 | — | — |
| Independent Director | Chin, Wen-Heng | 2022.05.26 | — | — |
| Independent Director | Chang, Wan-Ting | 2022.05.26 | — | — |
| Total shareholding of all non-independent directors | 79,163,902 | 29.34% |
Note: The transfer period of this shareholders' meeting is from April 13, 2026 to June 11, 2026.