AI assistant
ENE AGM Information 2026
52543_rns_2026-05-18_97b34537-b205-49be-aceb-36bb4c8777f1.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 6243
ENE TECHNOLOGY INC.
2026 Annual Shareholders’ Meeting
June 16th, 2026
Room Newton
(2F, No.1, Industry East 2nd Rd, Science-Based Industrial Park, Hsinchu)
2
Table of Content
Meeting Agenda
Report Items
Acknowledgment
Discussion items
Attachment I- 2026 Business report
Attachment II- 2026 Audit Committee’s review reports on 2026 Financial Statements
Attachment III- Transactions of related parties
Attachment IV- 2026 Independent Auditors’ Report and financial statements
Attachment V-2026 Loss Compensation
Attachment VI- Explanatory Notes for the Proposal to Issue New Shares through a Private Placement Cash Capital Increase
Attachment VII- Amendments of Articles of Incorporations, Comparison Table
Attachment VIII- Details of the Release of Directors from Non-Competition clauses
Appendix I- Rules and Procedures of Shareholders’ Meeting
Appendix II- Articles of Incorporations (before amendment)
Appendix III- Shareholding of Directors
Meeting Procedure
ENE TECHNOLOGY INC
2026 Shareholders' Meeting Procedure
- Call Meeting to Order
- Chairman's Address
- Report Items
- Acknowledgements
- Discussion Items
- Extemporary motion
- Meeting Adjourned
3
ENE TECHNOLOGY INC.
2026 Annual Shareholders’ Meeting Agenda
Method: Physical Meeting
Time: 9:00 a.m., June 16th, 2026
Place: Room Newton (2F, No.1, Industry East 2nd Rd, Science-Based Industrial Park, Hsinchu)
- Call Meeting to Order
- Chairman’s Opening Address
- Report items:
- 2025 Business report
- 2026 Audit Committee’s review reports on 2025 Financial Statements
- 2025 Report on related party transactions
- Implementation report on the 2025 private placement of common shares
- Acknowledgements:
- To adopt 2025 Business Report and Financial Statements
- To approve the Proposal for 2025 Loss Compensation
- Discussion items:
- Proposal to Issue New Shares through a Private Placement by Cash Capital Increase
- Amendments of Articles of Incorporations
- Details of the Release of Directors from Non-Competition clauses
- Extemporary motions
- Meeting Adjourned
4
Report Items
- 2025 Business report (Attachment I)
- 2026 Audit Committee’s review reports on 2025 Financial Statements (Attachment II)
- Report on related party transactions (Attachment III)
- Implementation report on the 2025 private placement of common shares
- On April 15th 2025, the shareholders had approved a private placement of maximum 8,000,000 common shares, to be carried out in two intervals within one year from the date of the shareholders’ resolution.
- Pursuant to the resolution of the Board of Directors, the abovementioned private placement has not yet been implemented. As the issuance period is approaching its expiration, it is proposed that no further private placement be carried out during the remaining period.
5
6
Acknowledgements
- To adopt 2025 Business Report and Financial Statements
Explanatory Notes:
- ENE TECHNOLOGY INC 2025 Financial Statements, individual and consolidated, have been approved by the Board of Directors on February 25th, 2026. The reports were audited by Alison Huang and Nicole Yang of Ernst & Young, Taiwan and sent to the Audit Committee for final review.
- 2025 Business Report, Financial Statements and Independent Auditors Report are attached hereto as Attachment I & IV.
Voting by Poll:
- To approve the Proposal for 2025 Loss Compensation
Explanatory Notes:
- Proposal for 2025 Loss Compensation has been approved by the Board of Directors.
- Table of Loss Compensation is attached hereto as Attachment V.
Voting by Poll:
Discussion Items
- Proposal to issue new shares through a Private Placement by Cash Capital Increase
Explanatory Notes:
-
In order to fulfill the business development needs, pursue industrial cooperation or strategic alliances, and satisfy future funding needs, the company proposes to commence a private placement of common shares in accordance with Article 43-6 of the Securities and Exchange Act, with the total private placement not exceeding 8,000,000 shares with par value NT$10 per share, and may be issued in two intervals within one year from the date of the shareholders’ meeting resolution.
-
Related information of private placement, please refer to Attachment VI.
-
The common shares to be issued in this private placement shall have the same rights and obligations as the Company’s outstanding common shares. Under Article 43-8 of the Securities and Exchange Act, such shares may not be freely transferred within three years after delivery, except as otherwise provided by law. After the three-year period, the Company will apply for public issuance and listing in accordance with applicable laws and regulations.
-
Except for the private placement pricing percentage, the key terms of this private placement plan, including the actual number of shares to be issued, issue price, issuance terms, use of funds, implementation schedule, expected benefits, and other related matters, are proposed to be authorized to the Board of Directors for determination and handling based on market conditions. The Board of Directors is also authorized to make any necessary adjustments in response to changes in laws or regulations, requirements of the competent authority, operational needs, or other objective circumstances.
-
It is proposed to authorize the Chairman, or a person designated by the Chairman, to represent the Company in executing, negotiating, and amending all contracts and documents in connection with the private placement of common shares, and to handle all matters necessary for the issuance of such privately placed common shares on behalf of the Company.
-
This proposal has been approved by the BOD and submitted to the General Shareholders’ Meeting for discussion.
Voting by Poll:
8
2. Amendments for Articles of Incorporation
Explanatory Notes:
- To comply with the amendment of Stock and Exchange Law Article 14-6, the Company proposed to amend the Articles. Please refer to Attachment VII for Comparison Table
- The proposal has been approved by the BOD and submitted to the General Shareholders’ Meeting for discussion.
Voting by Poll:
3. Proposal to release directors of the Board from non-competition clauses
Explanatory Notes:
Explanatory notes:
- Pursuant to Article 209 of the Company Act, where a director engages, for himself/herself or on behalf of another person, in any act falling within the scope of the Company’s business, the material details of such act shall be explained to the shareholders’ meeting and a resolution approving such act shall be obtained from the shareholders’ meeting.
- The corporate representative Mr. Ro Shih-Hao, director Ms. Vivian Hsu, independent director Mr. Chih-Ming Wu, and independent director Mr. Bo-Yung Chen may, due to business needs, investment relationships, or corporate appointments, concurrently serve in companies engaged in the same or similar business as the Company, and are therefore subject to the non-compete restrictions under Article 209 of the Company Act.
- The proposal has been approved by the BOD and submitted to the General Shareholders’ Meeting for discussion.
Voting by Poll:
9
Extemporary Motions
Meeting Adjourned
Attachment I Business Report of 2025
ENE TECHNOLOGY INC
Business Report of 2025
A. Operation and Financial Performance
For fiscal year 2025, operating revenue was NT$627,985 thousand, representing a decrease of 12.9% from NT$721,222 thousand in the previous year. However, gross profit increased by NT$10,720 thousand, or 4.1%, and the gross margin reached 43%, mainly due to changes in product mix.
Operating expenses amounted to NT$266,960 thousand, an increase of NT$1,008 thousand from NT$265,952 thousand in 2024. Operating income turned from loss to profit, reaching NT$2,832 thousand, an improvement of NT$9,712 thousand compared with an operating loss of NT$6,880 thousand in 2024.
Non-operating income and expenses resulted in a loss of NT$33,127 thousand, mainly due to foreign exchange losses of NT$40,726 thousand. Net loss before income tax was NT$30,295 thousand, representing a decrease of 159.5% compared with net profit before income tax of NT$50,913 thousand in 2024.
| 2025 | 2024 | Increase (decrease) $ | % | |
|---|---|---|---|---|
| Net Revenue | 627,985 | 721,222 | (93,237) | -12.9% |
| Gross Profit | 269,792 | 259,072 | 10,720 | 4.1% |
| Gross Margin | 43.0% | 35.9% | 0 | 19.4% |
| Operating expenses | 266,960 | 265,952 | 1,008 | 0.4% |
| Operating Income (Loss) | 2,832 | (6,880) | 9,712 | -141.2% |
| Non operating revenue & expenses | (33,127) | 57,793 | (90,920) | -157.3% |
| Profit (loss) before income tax | (30,295) | 50,913 | (81,208) | -159.5% |
| Profit (loss) after income tax | (23,457) | 49,899 | (73,356) | -147.0% |
B. Budget versus Actuals
The Company did not announce financial forecast of 2025. Please refer to the financial report for actual operation performance.
C. Analysis on Profitability
The Company maintained a solid financial structure, with its debt ratio staying at around 30%. Both the current ratio and quick ratio showed continued improvement, demonstrating strong solvency and financial flexibility. Although the Company reported a net loss after tax for 2025, with a loss per share of NT$0.52, its operating profile is expected to improve progressively with the rising contribution of high-margin products and the ongoing development of new business initiatives.
| 2025 | 2024 | |
|---|---|---|
| Debt ratio | 33.89% | 33.32% |
| Current ratio | 1,024.30% | 938.57% |
| Quick ratio | 881.86% | 804.53% |
| Return on Assets (%) | (1.46%) | 4.49% |
| Return on Equity (%) | (2.90%) | 5.99% |
| Ratio of Profit Before Tax to Paid-in Capital | (6.69%) | 11.25% |
| Net margin | (3.73%) | 6.92% |
| EPS | (0.52) | 1.12 |
D. Status on Research and Development
Our company specializes in designing integrated circuits (ICs) for embedded controllers (EC), touch microcontrollers (MCUs), and LED MCUs for PC and notebook (NB) applications. Since our establishment, we have been dedicated to continuous research and development while actively fostering top-tier R&D talent. In 2025, our product development strategy remains aligned with our long-term vision, focusing on enhancing product performance, improving yield rates, and advancing niche products in computer peripherals.
We are actively expanding our portfolio in gaming and industrial control applications, refining user interfaces, and enhancing microcontroller functionality and specifications to support the growth of consumer electronics. On the other hand, we also continue to enhance the functional integration and specification of MCUs to meet the needs of consumer electronics and diversified end applications.
11
In addition, the Company has actively developed highly integrated PD 3.1 solutions for deployment in computers and peripheral products, in order to satisfy customers' demand for customized and high-performance designs.
Additionally, we are committed to developing integrated PD3.1 solutions for computer peripherals, addressing customized requirements, and ensuring seamless mass production through close collaboration with our customers. By continuously expanding our product portfolios, we strive to meet various demands in the computing industry and exceed customer expectations.
E. Key Planning of 2026
-
Operating Strategies: Advancing Core Business and Strategic Transformation
1.1 Strategic focus: For Mobile computer products- continuous R&D on EC and related applications for the NB, and further expand the NB customer bases. For Consumer and Peripheral products- continuous developing new products and explore niche applications to strengthen the collaboration with major customers.
1.2 Strategic transformation UAV: In line with the Group's long-term development plan, ENE has made strategic investments in two UAV companies in December 2025. By leveraging the Group's technology and resources, ENE plans to launch UAV products under the "ENE" brand and expand into UAV systems and application solutions to drive future growth. -
Operational target: Amid rapid changes in the international political and economic environment, ongoing regional conflicts worldwide, and the related impact of inflation, Taiwan's electronics industry is facing multiple challenges, including production capacity constraints and rising prices of raw materials and components. In the personal notebook computer market, there is currently a trend toward lower specifications or price adjustments, which may dampen global consumer demand for notebook computers. In view of current market conditions, ENE has prudently evaluated its full-year operating targets. Nevertheless, through adjustments to its product mix and the introduction of the new UAV business, overall profitability is expected to continue improving and provide new momentum for mid- to long-term revenue growth.
-
Major logistic policy: ENE outsources its manufacturing operations to professional foundry, packaging, and testing service providers. Through diversified sources of supply and long-term partnerships, ENE enhances supply chain stability and continues its efforts to reduce costs. The Company adopts a sales model combining direct accounts and distributors, and strengthens customer loyalty through customized services and close collaboration with customers. At the same time, it regularly coordinates production and sales and reviews inventory levels to dynamically adjust supply and demand allocations, thereby reducing operational risks and maintaining stable operations. In addition, for the emerging UAV business, ENE will establish dedicated branded sales channels targeting not only the domestic market but also international
12
market demand.
F. Future development strategy
The Company has continued to diversify its customer portfolio and has achieved notable success in being included in the approved vendor lists (AVLs) of international brand customers, providing a stable foundation for overall operations. Meanwhile, the R&D team continues to invest in the development of new products and new application areas, while promoting supplier optimization and adjustments to procurement strategies to strengthen cost control and operating efficiency.
In line with the Group’s overall strategic plan, ENE has established a foundation for expanding into UAV systems and application solutions through strategic investments. As UAV applications cover a wide range of fields, including defense, surveying and mapping, inspection, disaster relief, logistics, and agriculture, and as the global market outlook remains promising, together with growing international demand for non-red supply chains, ENE believes that Taiwan’s UAV industry chain is well positioned for development. The Company is therefore actively integrating the Group’s technical resources and UAV strategic partners, with plans to launch its own branded UAV products.
G. Impact of external competition, legislations and macro economics
Electronic industry and technology development change rapidly nowadays. ENE not only keeps close eyes on the industry trends but also emphasizes on strengthening the R&D capability. The Company works closely with customers, plans products and fabricates mid to long term strategies.
Due to macroeconomic factors such as exchange rates and interest rates, the impact of tariff measures strongly led by the United States, and the effects of multiple regional conflicts, uncertainty in global market demand has increased. In addition, the current shortages and rising prices of raw materials and components, together with inflationary conditions around the world that still warrant close observation, have created headwinds for the consumer electronics market and posed considerable challenges to the Company’s EC and MCU businesses. Nevertheless, driven by geopolitical factors and the continued expansion of practical applications, market demand for UAVs has continued to grow. In addition, the Taiwan government has introduced supportive policies for the related industries, which, relatively speaking, also brings opportunities to ENE’s operations in 2026.
While pursuing operational growth and strategic transformation, the management team has consistently upheld sustainable corporate development as its goal and remains committed to the practice of environmental protection, social responsibility, and corporate governance. ENE has
13
formally established an ESG Committee to take charge of promoting ESG strategies and risk assessment. In terms of environmental sustainability and carbon reduction, ENE has obtained ISO 9001 certification, completed its annual greenhouse gas inventory in accordance with ISO 14064-1, and set clear carbon reduction targets. All product development strictly complies with international environmental regulations such as RoHS and REACH to reduce environmental impact. With respect to social responsibility and public welfare, the Company places great importance on talent development and has also actively devoted resources to educational programs in rural areas, fulfilling its commitment to giving back to society.
Finally, I would like to express my sincere appreciation to all employees, shareholders, customers, and suppliers for their continued support and contributions. The management team will endeavor to advancing the Company’s transformation and continue to pursuit growth for shareholders in return for your long-term trust and expectations.
ENE TECHNOLOGY INC
Chairman:
Ro Shih Hao Howard
General Manager
Vivian Hsu
Financial Controller
Eunice Huang
14
Attachment II Audit Committee's Review Report
ENE TECHNOLOGY INC
Audit Committee’s Review Report
The Board of Directors has prepared the Financial Statements and Consolidated Statements of 2025. The CPA firm of Ernest & Young was retained to audit ENE Technology Inc.’s financial statements. CPA Alison Huang and CPA Nicole Yang of EY Taiwan have reviewed and audited the above said financial statements and issued an audit report relating to the financial statements. The Committee has reviewed the above said financial statements, consolidated statements, business report and appropriation of loss statement and found no negligence. In pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.
ENE TECHNOLOGY INC.
Chairman of the Audit Committee:
- February 25th
15
Attachment III Report on related parties transactions
(1) Related party
| Relationship | |
|---|---|
| ASUSTek Computer Inc. (Asus) | Key personnel of the Company (Institutional Director) |
| Siguard Microelectronic Corp. (Siguard) | Key personnel of the Company (Institutional Director) |
| Egis Technology Inc. (EgisTec) | Ultimate parent entity |
| Alcor Micro | Parent entity |
| Algoltek | Related company |
| Vasubi Technology Inc | Related company |
Note: Following the re-election of directors on April 15, 2025, SIGURD. was no longer a corporate director of the Company and ceased to be a related party of the Company as of the same date.
(2) Significant transactions with related parties
- Sales
| 2025 | 2024 | |
|---|---|---|
| Sales: | ||
| ASUSTek | $ 125,334 | $ 119,175 |
Product prices quoted to the related parties were determined by the product specification. Therefore, prices quoted to the related parties were of no big difference to other customers.
- Purchasing
| 2025 | 2024 | |
|---|---|---|
| Outsourcing product purchase | ||
| Egis | $ 183,380 | $ 181,689 |
The trading conditions between the Company and related parties are no different to those with general suppliers.
| 2025 | 2024 | |
|---|---|---|
| Service purchase | ||
| Siguard | $ 2,622 | $ 11,828 |
16
The trading conditions between the Company and related parties are no different to those with general suppliers.
3. Service expenses
| 2025 | 2024 | |
|---|---|---|
| Service purchase | ||
| Alcor Micro | $ 20 | $ 0 |
The related party provided legal consulting services to the Company, with payment made on a monthly settlement basis in accordance with the contract.
4. R&D expenses
| 2025 | 2024 | |
|---|---|---|
| Eqig | $ 2,062 | $ 34 |
| Alcor Micro | 0 | 1,365 |
| Vasubi | 0 | 363 |
| $ 2,062 | $ 7,036 |
Expenses for IC research and development and masks.
5. Account receivable
| 2025.12.31 | 2023.12.31 | |
|---|---|---|
| Service purchase | ||
| ASUSTek | $ 39,704 | $ 51,748 |
6. Account payable
| 2025.12.31 | 2024.12.31 | |
|---|---|---|
| Account payable |
| Egis | $ 2,747 | $ 16,718 |
|---|---|---|
| Siguard | 0 | 1,590 |
| $ 2,747 | $ 18,308 | |
| Other payable (equipment) | ||
| Egis | $ 0 | $ 2443 |
| Other payables | ||
| Alcor Micro | $ 11 | $ - |
| Egis | 0 | 438 |
| Siguard | 0 | 310 |
| $ 11 | $ 748 |
Accounts payables mainly arose from purchase transactions. Other payables primarily consisted of service fees, equipment payments for molds procured on behalf of the Company, and purchases of specialized technical services. These payables were non-interest-bearing.
7. Prepaid
| 2025.12.31 | 2024.12.31 | |
|---|---|---|
| Egis | $ 1,284 | $ 1,284 |
The Company entered into a product development agreement with Egis, and as of December 31, 2025, the contracted amount that had been committed but not yet paid was NT$7,500 thousand.
8. Assets trading
(1) Acquire real estate, plant and equipment
| 2025 | 2024 | |
|---|---|---|
| Egis | $ 12,520 | $ 32,829 |
| Siguard | 402 | |
| Vasubi | 0 | 2,528 |
| $ 12,922 | $ 35,357 |
The Company mainly procured molds and masks through related parties. The trading conditions between the Company and related parties are no different to those with general suppliers.
(2) Acquire intangible assets
| Accounting Subject | 2025 | 2024 | |
|---|---|---|---|
| Egis | Computer software | $ 0 | $ 7,500 |
- Other non-current assets
| 2025.12.31 | 2024.12.31 | |
|---|---|---|
| Deposits | ||
| Algoltek | $ 697 | $ 688 |
Note: The company has signed a product development contract. The unpaid payment for the period ending 2025.12.31 is $7,500.
- Lease -lease
(1) The company rents office from Algoltek. The contract is for 5 years. The company pays the rent on monthly basis.
(2) Lease liabilities
A. Amount at the end of the period:
| 2025.12.31 | 2024.12.31 | |
|---|---|---|
| Algoltek | $ 6,664 | $ 9,605 |
B. Interest expenses
| 2025.12.31 | 2024.12.31 | |
|---|---|---|
| Algoltek | $ 256 | $ 343 |
C. Short term lease
| 2025.12.31 | 2024.12.31 | |
|---|---|---|
| Algoltek | $ 484 | $ 213 |
Attachment IV 2026 Independent Auditors' Report and financial statements
INDEPENDENT AUDITORS' REPORT
To ENE Technology Inc.
Opinion
We have audited the accompanying balance sheet of ENE Technology Inc. (the "Company") as of December 31, 2025, and the related statement of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and its financial performance and its cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 financial statements of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Allowance for Inventory Valuation Losses
As of December 31, 2025, the Company's inventory amounted to NT$ 134,871 thousand, which is material to the financial statements. Due to the rapid technological changes in the industry, short product life cycles, and intense market competition, the assessment of the allowance for inventory valuation losses involves subjective judgment and is subject to high estimation uncertainty. Because the inventory amount is significant and involves significant judgment, we have determined this to be a key audit matter.
20
Our audit procedures included, but were not limited to:
- Evaluating the appropriateness of accounting policies for slow-moving and obsolete inventories;
- Understanding and evaluating the internal controls established by management regarding inventory valuation, and selecting samples to test the effectiveness of their execution;
- Selecting samples to test the accuracy of inventory aging calculations and recalculating the allowance for slow-moving items;
- Selecting samples to test the net realizable value adopted by management for inventory valuation.
We also considered the adequacy of the disclosures regarding inventory in Notes 4, 5, and 6 to the financial statements.
Other Matter – Prior Period Audited by Other Auditors
The financial statements of the Company for the year ended December 31, 2024 (the "prior period") were audited by other auditors, who expressed an unmodified opinion on those statements on February 25, 2025.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
21
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Auditing Standards of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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
22
that were of most significance in the audit of the financial statements of the Company 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.
CPA Alison Huang
CPA Nicole Yang
Ernst & Young, Taiwan
2026/02/25
23
ENE Technology Inc.
Balance Sheets
December 31, 2025 and 2024
Unit: NT$ thousand
| Assets | 2025/12/31 | 2024/12/31 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Notes | Amount | % | Amount | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | N6(1) | $ 591,541 | 51 | $ 638,638 | 50 |
| 1110 | Financial assets at fair value through profit or loss - current | N6(2) | 120,304 | 11 | 90 | - |
| 1136 | Financial assets at amortized cost - current | N6(4) & N8 | 5,000 | - | 124,671 | 10 |
| 1170 | Net accounts receivable | N6(5)(17) | 93,040 | 8 | 158,776 | 13 |
| 1180 | Net accounts receivable - related parties | N6(5)(17)& N7 | 39,704 | 3 | 51,748 | 4 |
| 1220 | Current tax assets | 4,953 | - | 2,593 | - | |
| 130x | Inventories | N6 | 134,871 | 12 | 162,725 | 13 |
| 1410 | Prepayments | N7 | 5,491 | 1 | 3,412 | - |
| 1479 | Other current assets - others | 1,994 | - | 2,160 | - | |
| 11xx | Total current assets | 996,898 | 86 | 1,144,813 | 90 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | N6(2) | 22,760 | 2 | - | - |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | N6(3) | 40,000 | 3 | - | - |
| 1535 | Financial assets at amortized cost - non-current | N6(4) & N8 | 1,091 | - | 1,076 | - |
| 1600 | Property, plant and equipment | N6(7) & N7 | 47,203 | 4 | 53,189 | 4 |
| 1755 | Right-of-use assets | N6(8) & N7 | 11,869 | 1 | 20,011 | 2 |
| 1780 | Intangible assets | N6(9) & N7 | 18,576 | 2 | 26,550 | 2 |
| 1840 | Deferred tax assets | N6(20) | 22,346 | 2 | 19,299 | 2 |
| 1900 | Other non-current assets | N7 | 1,417 | - | 2,069 | - |
| 15xx | Total non-current assets | 165,262 | 14 | 122,194 | 10 | |
| 1xxx | Total assets | $ 1,162,160 | 100 | $ 1,267,007 | 100 |
ENE Technology Inc.
Balance Sheets (Continued)
December 31, 2025 and 2024
Unit: NT$ thousand
| LIABILITIES AND EQUITY | 2025/12/31 | 2024/12/31 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Notes | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2170 | Accounts payable | $ 16,127 | 1 | $ 18,148 | 1 | |
| 2180 | Accounts payable - related parties | N7 | 2,747 | - | 18,308 | 1 |
| 2200 | Other payables | N6(10) | 30,931 | 3 | 43,976 | 3 |
| 2220 | Other payables - related parties | N7 | 11 | - | 3,191 | - |
| 2280 | Lease liabilities - current | N6(8) & N7 | 5,658 | - | 6,180 | 1 |
| 2399 | Other current liabilities - others | N6(13) | 41,850 | 4 | 32,170 | 3 |
| 21xx | Total current liabilities | 97,324 | 8 | 121,973 | 9 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | N6(11) | 289,912 | 26 | 283,315 | 23 |
| 2570 | Deferred tax liabilities | N6(20) | 1,103 | - | 3,661 | - |
| 2580 | Lease liabilities - non-current | N6(8) & N7 | 5,574 | - | 13,297 | 1 |
| 2600 | Other non-current liabilities | 3 | - | 3 | - | |
| 25xx | Total non-current liabilities | 296,592 | 26 | 300,276 | 24 | |
| 2xxx | Total liabilities | 393,916 | 34 | 422,249 | 33 | |
| Equity | ||||||
| 3100 | Share Capital | N6(14) | ||||
| 3110 | Common stock share capital | 452,688 | 39 | 452,688 | 36 | |
| 3200 | Capital Surplus | N6(14) | 279,559 | 24 | 289,058 | 23 |
| 3300 | Retained Earnings | N6(14) | ||||
| 3310 | Legal reserve | 24,869 | 2 | 19,879 | 1 | |
| 3350 | Unappropriated retained earnings | 11,128 | 1 | 84,844 | 7 | |
| Total retained earnings | 35,997 | 3 | 104,723 | 8 | ||
| 3400 | Other Equity | - | - | (1,711) | - | |
| 3xxx | Total equity | 768,244 | 66 | 844,758 | 67 | |
| Total liabilities and equity | $ 1,162,160 | 100 | $ 1,267,007 | 100 |
ENE Technology Inc.
Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand,
| Code | Accounting Items | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating Revenue | N6(16) & N7 | $ 627,985 | 100 | $ 721,222 | 100 |
| 5000 | Operating Costs | N6(6) (18) & N7 | (358,193) | (57) | (462,150) | (64) |
| 5900 | Gross profit | 269,792 | 43 | 259,072 | 36 | |
| 6000 | Operating expenses | N6(9) (18) & N7 | ||||
| 6100 | Selling Expenses | (70,184) | (11) | (76,269) | (11) | |
| 6200 | Administrative Expenses | (75,602) | (12) | (75,871) | (11) | |
| 6300 | Research and Development Expenses | (121,278) | (18) | (114,006) | (16) | |
| 6450 | Expected credit impairment gain | N6(17) | 104 | - | 194 | - |
| Total operating expenses | (266,960) | (43) | (265,952) | (37) | ||
| 6900 | Operating income (loss) | 2,832 | - | (6,880) | (1) | |
| 7000 | Non-operating income and expenses | |||||
| 7100 | Interest income | N6(19) | 14,297 | 2 | 18,830 | 3 |
| 7010 | Other Income | 41 | - | 442 | - | |
| 7020 | Other Gains and Losses | N6(19) | (40,437) | (6) | 43,863 | 7 |
| 7050 | Finance costs | N6(19) | (7,028) | (1) | (5,342) | (1) |
| Total non-operating income and expenses | (33,127) | (5) | 57,793 | 8 | ||
| 7900 | Net income (loss) before tax | (30,295) | (5) | 50,913 | 7 | |
| 7950 | Income tax benefit (expense) | N6(20) | 6,838 | 1 | (1,014) | - |
| 8200 | Net income (loss) for the current period | (23,457) | (4) | 49,899 | 7 | |
| 8500 | Total comprehensive income for the current period | $ (23,457) | (4) | $ 49,899 | 7 | |
| Earnings per share (NT$) | ||||||
| 9750 | Basic Earnings (Loss) Per Share | N6(21) | $ (0.52) | $ 1.12 | ||
| 9850 | Diluted Earnings (Loss) Per Share | N6(21) | $ (0.52) | $ 1.10 |
ENE Technology Inc.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand
| Items | Share Capital | Capital Surplus | Retained Earnings | Other equity items | Total equity | |
|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated retained earnings | Unearned employee compensation | ||||
| Balance at 2024/01/01 | $ 452,688 | $ 277,236 | $ 13,215 | $ 86,878 | $ (10,029) | $ 819,988 |
| Appropriation and Distribution of Earnings for 2023 | ||||||
| Legal reserve appropriated | - | - | 6,664 | (6,664) | - | - |
| Cash dividends of common stock | - | - | - | (45,269) | - | (45,269) |
| Cash distributed from capital surplus | - | (9,054) | - | - | - | (9,054) |
| Net income for the year ended December 31, 2024 | - | - | - | 49,899 | - | 49,899 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | 49,899 | - | 49,899 |
| Recognition of equity component - stock options upon issuance of convertible bonds | - | 20,876 | - | - | - | 20,876 |
| Share-based payment transactions | - | - | - | - | 8,318 | 8,318 |
| Balance at 2024/12/31 | $ 452,688 | $ 289,058 | $ 19,879 | $ 84,844 | $ (1,711) | $ 844,758 |
| Balance at 2025/01/01 | $ 452,688 | $ 289,058 | $ 19,879 | $ 84,844 | $ (1,711) | $ 844,758 |
| Appropriation and Distribution of Earnings for 2024 | ||||||
| Legal reserve appropriated | - | - | 4,990 | (4,990) | - | - |
| Cash dividends of common stock | - | - | - | (45,269) | - | (45,269) |
| Cash distributed from capital surplus | - | (9,054) | - | - | - | (9,054) |
| Net loss for the year ended December 31, 2025 | - | - | - | (23,457) | - | (23,457) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | (23,457) | - | (23,457) |
| Share-based payment transactions | - | (445) | - | - | 1,711 | 1,266 |
| Balance at 2025/12/31 | $ 452,688 | $ 279,559 | $ 24,869 | $ 11,128 | $ - | $ 768,244 |
27
ENE Technology Inc.
Statements of Cash Flows
For the Year Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Items | For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | Items | For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 |
|---|---|---|---|---|---|
| Amount | Amount | Amount | Amount | ||
| Cash flows from operating activities: | Cash flows from investing activities: | ||||
| Net income (loss) before income tax | $ (30,295) | $ 50,913 | Acquisition of financial assets at fair value through other comprehensive income | (40,000) | - |
| Adjustments: | Acquisition of financial assets at amortized cost | (99,518) | (119,173) | ||
| Income and expense items: | Disposal of financial assets at amortized cost | 219,173 | 224,093 | ||
| Depreciation expense | 35,190 | 23,379 | Acquisition of financial assets at fair value through profit or loss | (162,760) | - |
| Amortization expense | 37,122 | 32,776 | Disposal of financial assets at fair value through profit or loss | 20,000 | - |
| Expected credit impairment gain | (104) | (194) | Acquisition of property, plant and equipment | (21,299) | (38,741) |
| Interest expense | 7,028 | 5,342 | Acquisition of intangible assets | (32,964) | (24,148) |
| Interest income | (14,297) | (18,830) | Increase in refundable deposits | (9) | (86) |
| Net gain (loss) on financial assets at fair value through profit or loss | (214) | 376 | Decrease in refundable deposits | 661 | - |
| Unrealized foreign exchange loss | - | 1,075 | Net cash inflow (outflow) from investing activities | (116,716) | 41,945 |
| Compensation cost of share-based payments | 1,266 | 8,318 | |||
| Gain on lease modification | (75) | - | |||
| Net changes in assets/liabilities related to operating activities: | Cash flows from financing activities: | ||||
| Financial assets at fair value through profit or loss | - | 44 | Decrease in short-term borrowings | - | (160,000) |
| Accounts receivable | 65,840 | 52,383 | Issuance of corporate bonds | - | 300,350 |
| Accounts receivable - related parties | 12,044 | (16,587) | Repayment of lease principal | (6,903) | (7,383) |
| Inventories | 27,854 | 127,540 | Cash dividends paid | (45,259) | (45,269) |
| Prepayments | (2,079) | 1,271 | Cash distributed from capital surplus | (9,054) | (9,054) |
| Net defined benefit assets | - | 5,706 | Net cash inflow (outflow) from financing activities | (61,216) | 78,644 |
| Other current assets - others | 186 | 1,134 | |||
| Accounts payable | (17,581) | (31,980) | Net increase (decrease) in cash and cash equivalents for the current period | (47,097) | 381,396 |
| Other payables | (13,450) | (136) | Beginning balance of cash and cash equivalents | 638,638 | 257,242 |
| Other current liabilities - others | 9,680 | 3,280 | Ending balance of cash and cash equivalents | $ 591,541 | $ 638,638 |
| Cash generated from operations | 118,115 | 245,810 | |||
| Interest received | 14,540 | 18,934 | |||
| Interest paid | (431) | (2,093) | |||
| Income taxes paid | (1,389) | (1,844) | |||
| Net cash inflow from operating activities | 130,835 | 260,807 |
28
Attachment V Table of Loss Compensation for 2025
ENE TECHNOLOGY INC
Loss Compensation
For Year 2025
Unit: NT Dollars
| Item | Total |
|---|---|
| Retained earnings at beginning of the period | 34,584,537 |
| Add: Net profits after tax for 2025 | (23,456,703) |
| Distributable net profit | 11,127,834 |
| Retained earnings at the end of the period | 11,127,834 |
- Dividends shall be calculated according to the distribution ratio up to dollar. Any amount underNT$1 shall be rounded off. Total of the fractional amounts less than 1 dollar shall be listed under Other Income.
29
Attachment VI
Explanatory Notes
for
the Proposal to Issue New Shares through a Private Placement Cash Capital Increase
Pursuant to Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, the matters to be explained are as follows:
(1) Basis for and reasonableness of the private placement price:
1.1 The price of the privately placed common shares shall be set at no less than 80% of the higher of the prices calculated on the pricing date under either of the following two bases:
A. The simple average of the closing prices of the common shares for either the 1, 3, or 5 business days preceding the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend, and adding back the adjustment resulting from capital reduction.
B. The simple average of the closing prices of the common shares for the 30 business days preceding the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend, and adding back the adjustment resulting from capital reduction.
1.2 The actual pricing date and issue price of the privately placed common shares are proposed to be determined by the Board of Directors, within the range authorized by the shareholders' meeting, based on future market conditions and the status of the selected strategic investors.
1.3 In addition to complying with the relevant requirements of the Directions for Public Companies Conducting Private Placements of Securities, the above pricing basis also takes into account the fact that privately placed securities are subject to strict restrictions on transfer within three years from the date of delivery, including restrictions on the timing of transfer, transferees, and number of shares transferred. In addition, no application for public offering and listing may be made with the competent authority until three years have elapsed from the delivery date. Given these restrictions and the relatively limited liquidity of privately placed securities, the private placement price is considered reasonable.
(2) Method of selecting specific persons, and the purpose, necessity, and expected benefits thereof: The subscribers to the privately placed common shares will be limited to strategic investors that meet the requirements of Article 43-6 of the Securities and Exchange Act and the FSC Order No. 1120383220 dated September 12, 2023, and that can help the Company enhance technology, improve quality, reduce costs, increase operating efficiency, and expand market reach, while also sharing the Company's business philosophy. No specific subscriber has yet been identified. The method of selecting such strategic investors, as well as the purpose, necessity, and expected benefits, are as follows:
2.1 Selection method and purpose:
30
The electronics industry changes rapidly, and technology continues to evolve. In addition to strengthening its R&D capabilities to meet overall market challenges, the Company works closely with customers to maintain a competitive edge in an intensely competitive environment. The Company intends to introduce strategic investors from related industries who can help enhance technology, improve quality, reduce costs, increase operating efficiency, and expand market reach.
2.2 Necessity:
In addition to continuing to develop and apply embedded controllers for notebook computers, the Company is also developing new products for consumer electronics and increasing the promotion of niche products to broaden its application portfolio. In view of its long-term development needs, the Company intends to bring in strategic partners that will support its future development and help achieve its long-term goals. This will help ensure the Company's sustainable growth and long-term development by enhancing technology, improving quality, reducing costs, increasing operating efficiency, and expanding market reach.
2.3 Expected benefits:
The participation of the subscribers is expected to provide direct or indirect benefits to the Company's future operations and help achieve the objectives described above.
(3) Reasons for the private placement, the amount, use of proceeds, and expected benefits:
1.1 Reasons for not adopting a public offering:
In view of market conditions, fundraising timeliness, feasibility, issuance costs, and the fact that privately placed securities may not be freely transferred within three years, which helps support a long-term relationship between the Company and strategic investors, the Company does not intend to adopt a public offering and therefore proposes to conduct a private placement of common shares in accordance with the Securities and Exchange Act and related regulations.
1.2 Amount of the private placement:
The Company plans to privately place up to 8,000,000 common shares. The Board of Directors is proposed to be authorized to carry out the offering in up to two tranches within one year from the date of the shareholders' meeting resolution, depending on actual fundraising conditions. The actual amount to be raised will be determined by the Board of Directors based on market conditions, the Company's actual needs, and the status of discussions with specific investors.
1.3 Use of proceeds and expected benefits of each tranche:
The funds will be used to support the Company's future strategic development. The private placement is expected to improve operating performance, strengthen future business growth potential, enhance the Company's competitiveness, and have a positive impact on shareholders' equity.
(4) If there is a material change in control during the period from one year prior to the board
31
resolution approving the private placement to one year after the delivery date of the privately placed securities, an underwriter shall be engaged to issue an assessment opinion on the necessity and reasonableness of the private placement:
When selecting subscribers, the Company will use no material change in control as a guiding principle.
32
Attachment VII Amendments of Articles of Incorporation, Comparison table
| After | Before | Note |
|---|---|---|
| Article 32 | ||
| When there is profit, the Corporation shall set aside no less than 20% of the profits as employee bonus, and no less than 1% of the employee remuneration allocated shall be remuneration distributed to grassroots employees, and no more than 3% of the profits as bonus to the Board of Directors. However, when there is still accumulated loss from previous years, the Corporation shall reserve the profit to offset its losses. The employee bonus shall be in the form of company stock or cash and distributed to the entitled employees where the qualifications will be set by the Board of Directors. Bonus for the Board of Directors will be in the form of cash and the Bonus Distribution proposal shall be approved by the majority of the Board of Directors attending the Board Meeting with more than 2/3 of total Board of Directors are present at the meeting. The proposal shall be reported to the Shareholders’ Meeting. | Article 32 | |
| When there is profit, the Corporation shall set aside no less than 17% of the profits as employee bonus and no more than 3% of the profits as bonus to the Board of Directors. However, when there is still accumulated loss from previous years, the Corporation shall reserve the profit to offset its losses. The employee bonus shall be in the form of company stock or cash and distributed to the entitled employees where the qualifications will be set by the Board of Directors. Bonus for the Board of Directors will be in the form of cash and the Bonus Distribution proposal shall be approved by the majority of the Board of Directors attending the Board Meeting with more than 2/3 of total Board of Directors are present at the meeting. The proposal shall be reported to the Shareholders’ Meeting. | Amendment in accordance with the Stock and Securities Exchange law Article 14 | |
| Article 37 | ||
| The Articles of Incorporation of the Company were drawn up by the promoters’ meeting with the consent of all the sponsors on April 20, 1987. Any subsequent amendments to the Articles of Association shall also be subject to a resolution by the shareholders’ meeting. and submit it to the competent authority for approval « | ||
| First amendment 1998.05.14 | ||
| ...(omitted) | ||
| 27th amendment 2025.04.15 | ||
| 28th amendment 2026.06.16 | Article 37 | |
| The Articles of Incorporation of the Company were drawn up by the promoters’ meeting with the consent of all the sponsors on April 20, 1998, and shall come into effect upon submission to the competent authority for approval and registration. Any subsequent amendments to the Articles of Association shall also be subject to a resolution by the shareholders’ meeting. and submit it to the competent authority for approval « | ||
| First amendment 1998.05.14 | ||
| ...(omitted) | ||
| 26th amendment 2024.05.28 | ||
| 27th amendment 2025.04.15 | Add amendment date |
33
Attachment VIII
ENE Technology Inc
Release Directors from Non-Competition Clauses
| Title | Name | Concurrent Positions in Other Companies | Business Items Same as or Similar to Those of ENE |
|---|---|---|---|
| Corporate Representative Director | Ro Shih Hao Howard | Director, Egis Technology Inc.; Corporate Representative.; | Software Services; Product Design; |
| Director, KIWI TECHNOLOGY INC | International Trade; | ||
| Corporate Representative Director and General Manager, InPsytech, Inc. | Electronic Components Manufacturing | ||
| Corporate Representative Director | Vivian Hsu | Corporate Representative Director, Hsuan Yuan Technology Co., Ltd.; | Electronic Components Manufacturing; Software Retail; Software Services; Product Design |
| Corporate Representative Director, Aeroprobing Inc. | Manufacturing; Software Retail; Software Services; Product Design | ||
| Independent Director | Chi-Ming Wu | Independent Director, Alcor Micro Corp. | Electronic Components Manufacturing; Software Services; International Trade |
| Independent Director | Bo-Yon Chen | Director, Oneworktech Co., Ltd.; | Software Services; Software Wholesale; Software Retail; Electronic Components Manufacturing |
| Independent Director, Alcor Micro Corp. | Software Services; Software Wholesale; Software Retail; Electronic Components Manufacturing |
35
Appendix I Rules and Procedures of Shareholders' Meeting
ENE TECHNOLOGY INC
Rules and Procedures of Shareholders' Meeting
Article 1
To establish a strong governance system and sound supervisory capabilities for ENE Technology Inc. (the Company) shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
(Convening shareholders' meetings and shareholders' meeting notices)
Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders' meeting notice.
The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting.
The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting. In addition, before 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in the
preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
- For physical shareholders' meetings, to be distributed on-site at the meeting.
- For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be
36
present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4
For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5
(Principles determining the time and place of a shareholders' meeting)
The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article 6
(Preparation of documents such as the attendance book)
The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
37
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders' meeting in person.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1
(Convening virtual shareholders' meetings and particulars to be included in shareholders' meeting notice)
To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
38
C. In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.
Article 7
(The chair and non-voting participants of a shareholders' meeting)
If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson 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 chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson 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 chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 8
(Documentation of a shareholders' meeting by audio or video)
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders' meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders' meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the
40
shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10
(Discussion of proposals)
If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11
(Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant
41
personnel to respond.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12
(Calculation of voting shares and recusal system)
Voting at a shareholders' meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days
42
before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in
43
the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14
(Election of directors and supervisors)
The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements
44
in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting online
Article 16
(Public disclosure)
On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
(Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18
(Recess and resumption of a shareholders' meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a
45
time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19
(Disclosure of information at virtual meetings)
In the event of a virtual shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20
(Location of the chair and secretary of virtual-only shareholders’ meeting)
When the Company convenes a virtual-only shareholders’ meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21
(Handling of disconnection)
In the event of a virtual shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders’ meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders’ meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting and have successfully signed in the
46
meeting, but do not attend the postpone or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders’ meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders’ meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the second paragraph.
Article 22
When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online.
Article 23
These Rules is stipulated on 2025.05.30, and shall take effect after having been submitted to and approved by the Shareholders’ meeting. Subsequent amendments thereto shall be taken effect in the same manner.
47
48
Appendix II Articles of Incorporation
ENE TEHCNOLOGY INC.
Articles of Incorporation (before amendment)
Section 1-General Provisions
Article 1
The Corporation shall be incorporated, as a company limited by shares, under the Company Law of Taiwan, the Republic of China, and named as 迅杰科技股份有限公司 in Chinese language, and ENE TECHNOLOGY INC. in English language.
Article 2
The scope of business of the Corporation shall be as follows:
a. CC01050 Data Storage and Process Device Manufacturing
b. CC01080 Electronic Parts and Components Manufacturing.
c. F118010 Wholesale of Computer Software
d. F218010 Retail Sale of Computer Software
e. I301010 Software Design Services
f. F401010 International Trade
g. I501010 Product Designing
Including the research, design, development, manufacturing and sales of the following products:
- Computer Communication System Interface Control Device ICs
- Power Controller ICs
- NB Keyboard Controller ICs
- Computer Communication System USB Controller ICs
- Power Management ICs
- SATA
- PCI EXPRESS
- ASSP of the above products
- Extended application of the above products
- ASIC
- Software and Firmware of the above product series
- International trading relating to the products and business of the Corporation
Article 3
The Corporation resides its head office in Science Based Park, Hsinchu, Taiwan the Republic of China, and upon approval of Board of Directors and government authorities in charge to set up representative and branch offices at various locations within and without the territory of
Taiwan the Republic of China.
Article 4
Public announcements of the Corporation shall be made in accordance with the Company Law and other relevant rules and regulations of Taiwan the Republic of China.
Section II-Capital Stock
Article 5
The total capital stock of the Corporation shall be in the amount of 950,000,000 New Taiwan Dollars, divided into 95,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments.
The Corporation may issue employee stock options in according to the resolution of the Board of Directors from time to time, A total of 5,000,000 shares, at ten New Taiwan Dollars each, among the above total capital stock should be reserved for issuing employee stock options.
Article 6
The share certificates of the Corporation shall all be name-bearing share certificates, stamped or signed by three or more members of the Board, and issued after attested by authorized institution. The Corporation may issue share without printing share certificates but the shares shall be registered at the Governing Centralized Securities Depository Enterprises, so are any other securities.
Article 7
Deleted.
Article 8
All stock related affairs shall follow the "Guidelines for Stock Operations for Public Companies" unless specified otherwise by law and securities regulations.
Article 9
Registration for transfer of shares shall be suspended immediately sixty (60) days prior to the date of regular meeting of shareholders, and thirty (30) days prior to the date of extraordinary meeting of shareholders, or within five days before the day on which dividends, bonus, or any other benefits is scheduled to be paid by the Corporation.
Section III – Shareholders’ Meeting
Article 10
Shareholders’ meetings of the Corporation are of two types, namely Regular Meetings and
Extraordinary Meetings. Regular Meeting shall be convened once a year within six (6) months after the close of each fiscal year and Extraordinary Meetings shall be convened whenever is necessary. Written notice of the Regular Meeting/Extraordinary Meeting shall be sent to all shareholders according to the registered information with the Corporation. Shareholders shall be notified of the Regular Meeting at least thirty (30) days in advance; and at least fifteen (15) days in advance for the Extraordinary Meeting.
Shareholders’ meeting shall be convened by the Board of Directors unless otherwise specified in the Company Law of Taiwan the Republic of China. If Shareholders’ Meeting is convened by empowered personnel other than the Board of Directors, the said person shall chair the meeting. In the event of two or more people, only one shall be the Chairman of the meeting.
The shareholders’ meeting can be held via video conferencing, or any other methods approved by the Ministry of Economics.
Article 11
The shareholders’ meeting shall be presided over by the Chairman of the Board of Directors of the Corporation. In his/her absence, the Chairman shall assign a Director to act in lieu of him/her. If no such person is assigned, Board members shall elect one from amongst themselves to act in lieu of the Chairman.
Article 12
Following affairs related to the Corporation shall be approved in the Shareholders’ Meeting:
- Amendment of the Articles of the Incorporation
- Change of capital stock
- Merger or Acquisition
- Operation under entrustment
- Dismissal or liquidation of the Incorporation
- Election of the Board members
- To exempt the Directors from Non-Competition Clause
- Other affairs to be approved pursuant to the law
Article 13
Each share of stock shall be entitled to one vote. Shareholders are allow to exercise voting rights by correspondence or electronic means; when voting rights are to be exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice.
Article 14
If a shareholder is unable to attend a meeting, he/she may appoint a proxy with a signed/stamped power of attorney issued by the Incorporation. When a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed $3\%$ of the total number of voting shares of the company, otherwise, the portion of
50
excessive voting power shall not be counted.
Article 15
When a juristic person is a shareholder, its proxy shall not be limited to one person, provided that the voting right that may be exercised shall be calculated on the basis of the total number of voting shares it holds.
Article 16
Resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 17
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting.
The preparation and distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be affected by means of electronic transmission. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company.
Section IV- Directors and the Audit Committee
Article 18
The Corporation shall have seven to nine Directors, all elected by the Shareholders' Meeting. The term of office for Directors shall be three (3) years. The Corporation shall purchase Directors and Officers Liability Insurance which covering the Directors for claims made against them while serving the Corporation.
Article 18-1
In compliance with Article 14-2 of the Taiwan ROC Securities and Exchange Act, the Corporation shall have at least three independent Directors and shall not be less than one-third of the number of directors. The Company adopts candidate nomination system for the election of Directors. Election shall be conducted in accordance to Article 192-1 of the Corporate Law.
The prerequisites for professional Qualification, shareholding, concurrent position restriction, nomination and election shall follow the regulations of related authority.
Independent and non-independent directors shall be elected at the same time but on separate ballots.
The total holding of Directors shall be overlooked in according to the regulations of related
51
authority.
Article 19
When election of new Board is not arranged upon expiration of the term of office, the Corporation shall extend the term of office until new directors are elected and assumed their office. When a director transfers more than 50% of the shareholding during the term of office, he/she shall, ipso facto, be discharged from the office of Director. The Corporation is a public listed company, when the number of directors falls short by one third of the total number prescribed are dismissed en masse, an extraordinary shareholders' meeting shall be convened within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 20
The Directors shall elect from amongst themselves a Chairman of the Board of Directors by a majority vote at a meeting attended by over two-thirds of the Directors. The Vice Chairman can be elected the same way if required. The Chairman will be the representative of the Corporation.
Article 21
In the absence of Chairman of the Board, any one of the Directors shall act for him according to Article 208 of the Company Law of Taiwan the Republic of China.
Article 22
Unless otherwise specified in the Company Law or the Articles of Incorporation, Board Meetings shall be convened by Chairman of the Board and attended by majority of total Directors and resolutions shall be adopted with the consent of the majority of the Directors present at the meeting. A Director may appoint another Director to attend on his/her behalf any Meeting of the Board provided with written authorization specifying authorized matters and actions for the meeting. No Director shall act as proxy for more than one Director.
Article 23
Power and Authority of the Board:
- Stipulation of Business Hoshin, review of business plan and supervise of business operation
- Election of Chairman of the Board
- Appointment and dismissal of Managing Director and Vice Managing Director
- Review and approve of Budget
- Proposal on mending Articles of Incorporation, modify capital, and dismissal/merger of the Corporation
- Proposal of surplus distribution and deficit compensation
- Approval of bank loans
- Selection of auditing accountant
52
- Settlement and removal of branch operations
- Related affairs on Directors and Officers Liability Insurance
- Act in accordance to Company Law or resolutions of the Shareholders' Meeting
Article 24
Board Meeting shall be convened in accordance to Article 204 of Company Law at least once every quarter. In case of urgent circumstances, the Board Meeting shall be convened any time with written notice in form of emails or facsimiles. Resolutions of Board Meetings shall be recorded in the minutes and signed or stamped by the Chairman and delivered to Directors within 20 days after the meeting was adjourned.
Article 25
Affairs relating to the Audit Committee such as number of member, length of term, power scope, rules & procedures and resources to be provided by the Corporation when engaging power shall be stipulated in the Audit Committee Organization Rules.
Article 26
Supervisors shall not serve as Directors, Managers or other positions concurrently in the Corporation.
Article 27
The Corporation shall establish the Audit Committee in pursuant to the Securities and Exchange Act. The Committee consists of Independent Directors of the Corporation and is in charge of fulfilling the Supervisor duties regulated by the Company Law, Securities and Exchange Act and any other related legislations.
Article 28
Compensation of the Directors shall be determined in accordance to their contributions and reference on the common standards of the industry in regardless of financial performance of the Corporation.
Section V Managers and employees
Article 29
The Corporation appoints one Chief Executive Officer, Vice Presidents and other managers to meet the operational or managerial needs. Appointment, dismissal and compensation packages will be conducted in accordance to Article 29 of the Company Law of Taiwan the Republic of China.
Article 30
The recruitment/dismissal of employees and managerial regulations shall be prepared and provided by the Chief Executive Officer and present to the Board of Directors.
53
Section VI Financial Reports
Article 31
The fiscal year of the Corporation shall follow the calendar year. At the end of each fiscal year, the following reports shall be prepared by the Board of Directors and be submitted to the Shareholder’s Meeting for acceptance:
- Business Report;
- Financial Statements;
- Proposal concerning Appropriation of Net Profits or Covering of Losses.
Article 32
When there is profit, the Corporation shall set aside no less than 20% of the profits as employee bonus, and no less than 17% of the employee remuneration allocated shall be remuneration distributed to grassroots employees, and no more than 3% of the profits as bonus to the Board of Directors. However, when there is still accumulated loss from previous years, the Corporation shall reserve the profit to offset its losses.
The employee bonus shall be in the form of company stock or cash and distributed to the entitled employees where the qualifications will be set by the Board of Directors.
Bonus for the Board of Directors will be in the form of cash and the Bonus Distribution proposal shall be approved by the majority of the Board of Directors attending the Board Meeting with more than 2/3 of total Board of Directors are present at the meeting. The proposal shall be reported to the Shareholders’ Meeting.
Article 32-1
When there is profit, other than reserve for annual taxation payment, the Corporation shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled the total capital of the Corporation. The Corporation will then set special reserve when necessary, the profit left will be distributed in accordance to the resolution of the shareholders’ meeting.
Article 32-2
The company may, with the approval of a shareholders' meeting representing more than half of the total number of issued shares and more than two-thirds of the voting rights of the shareholders present, issue employee stock option certificates at a subscription price lower than the closing price of the company's common shares on the date of issuance, or at a price of The shares are transferred to employees at a price lower than the average price actually bought back.
The treasury shares acquired by the company in accordance with the Company Law or the Securities and Exchange Law and the employee stock option certificates issued, employee new share subscription rights, and new shares with restricted employee rights are payable to employees, including employees of controlling or subordinate companies who meet certain conditions.
Article 33
The Dividends Policy is stipulated in accordance with the Articles of Incorporation and composed in considering the company capital, financial structure, business performance, profit earned and industrial status. Ratio for dividends distribution shall not lower than 50% of the total profit left and the cash dividends shall not lower than 50% of the total dividends distributed.
Section VII Supplementary Provisions
Article 34
The Total shareholding amount of investments in another unlimited liability company/limited liability company shall not exceed forty percent (40%) of the paid-up capital of the Corporation. Proposal of such investment shall be approved and authorized by the Board of Directors.
Article 35
The Corporation shall be able to make endorsements/guarantees. Policies on Endorsements & Guarantees shall be approved by Shareholders' Meeting. Any amendments shall be brought to the Shareholders' Meeting for approval.
Article 36
In regards to other matters not specified in this Articles of Incorporation shall be governed by the Company Law of Taiwan the Republic of China.
Article 37
This Articles of Incorporation are agreed to and signed on April 10th, 1998 and effective after submission to the Authority. All amendments shall be approved by the Shareholders' Meeting and submitted to the Authority for approval.
First Amendment: May 14th, 1998
Second Amendment: June 1st, 1998
Third Amendment: October 15th, 1998
Fourth Amendment: August 26th, 1999
Fifth Amendment: April 25th, 2000
Sixth Amendment: May 17th, 2001
Seventh Amendment: August 31st, 2001
Eighth Amendment: February 6th, 2002
Ninth Amendment: June 12th, 2002
Tenth Amendment: May 28th, 2003
Eleventh Amendment: May 27th, 2004
Twelfth Amendment: May 27th, 2004
Thirteenth Amendment: May 27th, 2005
Fourteenth Amendment: May 8th, 2006
55
56
Fifteenth Amendment: May 8th, 2006
Sixteenth Amendment: May 22nd, 2007
Seventeenth Amendment: September 11th, 2007
Eighteenth Amendment: June 13th, 2008
Nineteenth Amendment: June 10th, 2009
Twentieth Amendment: June 18th, 2010
Twenty-first Amendment: June 6th, 2012
Twenty-second Amendment: June 14th, 2016
Twenty-third Amendment: June 13th, 2018
Twenty-fourth Amendment: June 13th, 2019
Twenty-fifth Amendment: June 9th, 2023
Twenty-sixth Amendment: May 28th, 2024
Twenty-seventh Amendment: April 15th, 2025
Appendix III
ENE TECHNOLOGY INC
Shareholding of Directors
Record Date: 2026.02.14
| Title | Name | Current Shareholding |
|---|---|---|
| Chairman | Alcor Micro Corp. | |
| Representative: Ro Shih Hao Howard | 8,000,000 | |
| Director | Alcor Micro Corp. | |
| Representative: Lin Chun Tsai | 8,000,000 | |
| Director | Alcor Micro Corp. | |
| Representative: Vivian Hsu | 8,000,000 | |
| Director | ASUSTEK Computer Inc | |
| Legal Representative: Chin Ju Wu | 444,364 | |
| Independent Director | Chi Ming Wu | 0 |
| Independent Director | Kuo-Young Shi | 0 |
| Independent Director | Bo-Yon Chen | 0 |
| Total holding of Directors (excluding Independent Directors): 8,444,364 shares |
Note : 1. Actual paid-up capital: NT$452,688,410; total share issues : 45,268,841 shares
2. The Company has allocated 3 independent directors amongst the Directors. According to the Article 26 of Securities and Exchange Act and Article 2 of Rules and Review Procedures for Director and Supervisor Shareholding Ratios at Public Companies, the minimum holding of Directors in total should be 3,621,507 shares.
57