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ENNOCONN — AGM Information 2026
Apr 28, 2026
52557_rns_2026-04-28_04cbe8cf-8891-4838-906d-389ec83657c2.pdf
AGM Information
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Ennoconn
椰溪科技 Solutions For Smart Future
Stock code: 6414
Ennoconn Corporation
2026 Annual Shareholders' Meeting Handbook March.29 2026

Notice to Reader
For the convenience of readers, this report has been translated into English from the original Chinese version. The English version has not been audited or reviewed by independent auditors. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
Table of Contents
2026 Annual Shareholders' Meeting Procedure...1
2026 Annual Shareholders' Meeting Agenda...2
Report Items...3
Matters for Ratification...5
Matters for Discussion...7
Extraordinary Motions...8
Adjournment...8
Attachments
Business Report...9
Audit Committee's Review Report...11
Independent Auditor's Report and Financial Statement...12
Comparison Table of Amendment to the Company's "Procedures for Acquisition or Disposal of Assets"...29
Comparison Table of Rules of Procedure for Shareholders' Meetings...37
Appendices
Ennoconn Corporation Rules of Procedure for hareholders' Meetings...42
Procedures for Acquisition or Disposal of Assets...55
Articles Of Incorporation...74
Shareholdings of All Directors...80
1
Ennoconn Corporation
2026 Annual Shareholders' Meeting Procedure
Meeting Time:
9:00 a.m., May 29, 2026
Meeting Method:
Video-assisted Shareholders' Meeting (Physical Shareholders' Meeting conducted with video assistance)
Physical Shareholders' Meeting Location:
4F., No. 10, Jiankang Rd., Zhonghe Dist., New Taipei City
Video Conference Platform:
Taiwan Depository & Clearing Corporation
Shareholder e-Service Platform - Shareholders' Meeting Video Conference
(URL: https://stockservices.tdcc.com.tw)
- Report on attendance
- Meeting called to order
- Chairperson's address
- Report Items
- Matters for Ratification
- Matters for Discussion
- Extraordinary Motions
- Adjournment
2
Ennoconn Corporation
2026 Annual Shareholders' Meeting Agenda
- Chairperson's Remarks
- Report Items
(1) 2025 Business Report
(2) 2025 Audit Committee’s Review Report.
(3) 2025 Distribution of Directors' Remuneration and Employees' Compensation Report
(4) 2025 Cash Dividend Distribution Report - Matters for Ratification
(1) 2025 Financial Statements and Business Report
(2) 2025 Earnings Distribution Proposal - Matters for Discussion
(1) Amendment to the Company's "Procedures for Acquisition or Disposal of Assets".
(2) Amendment to the Company's "Rules of Procedures of the Shareholders' Meeting". - Extraordinary Motions
- Adjournment
Report Items
Proposal 1: The 2025 Business Report is submitted for review.
Description:
- Please refer to Attachment 1 (pages 9 to 10) for the Company's 2025 Business Report.
- Please refer to Attachment 3 (pages 12 to 28) for the Company's 2025 Financial Statements.
Proposal 2: The 2025 Audit Committee’s review report is submitted for review.
Description: Please refer to Attachment 2 (page 11) for the Company’s 2025 Audit Committee’s Review Report.
Proposal 3: The 2025 Distribution of Directors' Remuneration and Employees' Compensation Report is submitted for review.
Description:
- As stipulated in the Articles Of Incorporation, if the Company generates profits in any given year, no less than two percent (2%) shall be allocated as employee compensation, with no less than 10% of the total employee compensation to be distributed to entry-level employees, while Director compensation shall not exceed 2% of the profits.
- The Company has distributed total cash employee compensation for fiscal year 2025 in the amount of NT$105,000,000, representing 2.9% of the final audited profits for 2025. Of this amount, cash compensation is proposed to be distributed to approximately 86 entry-level employees, with total cash compensation for entry-level employees amounting to NT$12,593,000, representing 11.99% of the total cash employee compensation for 2025 and 0.4% of the final audited profits for 2025.
- The Company proposes to distribute Director compensation for fiscal year 2025 in the amount of NT$6,000,000, representing 0.2% of the final audited profits for 2025.
- The above employees’ compensation and directors’ remuneration distribution is consistent with the estimated amounts recorded in the accounts for the year 2025, and no adjustment is required.
Proposal 4: The 2025 Cash Dividend Distribution Report is submitted for review.
4
Description:
-
In accordance with Article 20-1 of the Company's Articles of Incorporation, shareholder dividends totaling NT$2,042,409,558 are allocated from the Company's distributable earnings for the year 2025, with a cash dividend distribution of NT$14 per share.
-
Cash dividend distribution is calculated to the nearest NT dollar, with amounts less than NT$1 being discarded. The total of fractional amounts less than NT$1 will be recognized as other income of the Company.
-
If changes in the Company's share capital affect the number of outstanding shares, resulting in changes to the shareholder dividend rate, the Chairman is authorized to make full adjustments accordingly.
-
The Chairman is authorized to separately determine the ex-dividend date, distribution date, and other related matters.
5
Matters for Ratification
(Proposed by the Board of Directors)
Proposal 1: The 2025 Financial Statements and Business Report is submitted for acknowledgment.
Description:
-
The Company's 2025 financial statements have been prepared and approved by the Board of Directors, and have been audited by CPA Hsiao Pei-Ju and CPA Yu Chi-Lung of KPMG Taiwan. The financial statements, along with the Business Report, have been submitted to the Audit Committee for review, and a written review report has been issued.
-
Please refer to Attachment 1 (page 9 to 10) for the Business Report, and Attachment 3 (pages 12 to 28) for the relevant financial statements.
Resolution:
(Proposed by the Board of Directors)
Proposal 2: The 2025 Earnings Distribution Proposal is submitted for acknowledgment.
Description:
- The Company's 2025 earnings distribution table has been approved by the Board of Directors and reviewed by the Audit Committee. The distribution table is on the following page.
Ennoconn Corporation
Earnings Distribution Table
2025
Unit: NT$
| Item | Amount |
|---|---|
| Beginning balance of undistributed earnings | 3,901,076,032 |
| Net profit for the period | 3,213,313,846 |
| Remeasurement of defined benefit plan recognized in retained earnings | 18,698,545 |
| Disposal of equity instruments measured at fair value through other comprehensive income, with cumulative gains and losses directly transferred to retained earnings | 32,873,498 |
| Current period net profit after tax plus items other than current period net profit after tax | |
| The amount included in the current year's undistributed earnings | 3,264,885,889 |
| Less: Appropriation for legal reserve | (326,488,589) |
| Add: Special reserve reversed (appropriated) in accordance with regulations | 287,313,676 |
| Distributable earnings for the current period | 7,126,787,008 |
| Distribution items | |
| Shareholder dividends (cash dividends from profit distribution) - Dividends per share of NT$14 (Note 1) | (2,042,409,558) |
| Total shareholder dividends | (2,042,409,558) |
| Ending undistributed earnings | 5,084,377,450 |
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
Note 1: The basis for calculating the total amount of cash dividends for the current period is based on the 145,886,397 issued common shares as of March 17, 2026, when the Company sent out the notice for the Board of Directors meeting.
Note 2: Priority is given to distributing from the Company's 2025 earnings, with any remaining portion to be distributed from the earnings of the most recent profitable years in sequential order.
Resolution:
7
Matters for Discussion
(Proposed by the Board of Directors)
Proposal 1: Amendment to the Company's "Procedures for Acquisition or Disposal of Assets" is submitted for review and approval.
Description: In accordance with the Financial Supervisory Commission's order Jing-Guan-Zheng-Fa-Zi No. 1140383333 dated July 24, 2025, announcing amendments to the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," the Company's "Procedures for Acquisition or Disposal of Assets" have been amended accordingly. Please refer to Attachment 4 (pages 29 to 36) for the comparison table of amended provisions.
Resolution:
(Proposed by the Board of Directors)
Proposal 2: Amendment to the Company's "Rules of Procedures of the Shareholders' Meeting" is submitted for review and approval.
Description: In accordance with the Taiwan Stock Exchange's letter Tai-Zheng-Zhi-Li-Zi No. 11500029701 dated March 5, 2026, amending the reference template for the "Rules of Procedure for Shareholders' Meetings of $\bigcirc \bigcirc$ Co., Ltd.," certain provisions of the Company's "Rules of Procedure for Shareholders' Meetings" have been amended accordingly. Please refer to Attachment 5 (pages 37 to 41) for the comparison table of amended provisions.
Resolution:
8
Extraordinary Motions
Adjournment
Attachment 1
Ennoconn Corporation Business Report
As a result of the collective efforts of all employees, Ennoconn Corporation achieved a consolidated net revenue of NT$142.4 billion in 2025. Profit after tax attributable to the parent company reached NT$3.21 billion, with earnings per share of NT$23.26. Compared to 2024, profit after tax increased by 17.28%.
In 2025, Ennoconn restructured its organization and deeply integrated technologies such as AI, IoT, and cloud computing to build a comprehensive intelligent solution ecosystem featuring "hardware-software integration," "cloud-network convergence," and "integrated solution technology," dedicated to serving industrial and commercial customers worldwide, with a focus on the following three new core businesses:
- "Industrial IoT," encompassing edge computing, cybersecurity communications, and industrial and embedded system integration.
- "Intelligent Software and Solutions," covering industrial software, machine learning, digital twins, and cloud-edge platform system integration.
- "Smart Factory and Facility Services," providing semiconductor equipment and facility systems, intelligent system integration, as well as high-tech materials and equipment.
Ennoconn is actively expanding its presence across diverse vertical application sectors, including smart retail, intelligent surveillance, smart home, information security, transportation, manufacturing, energy, healthcare, construction, and parks. By integrating hardware, software, and AI-driven services, the Company is actively advancing its ESaaS (Ennoconn Solutions as a Service) initiative to meet the diverse needs of its customers.
Looking back on a year marked by shifts in international trade, tariff changes, and industry transformation, revenue in 2025 declined slightly compared to the previous year. However, through the execution of lean initiatives and organizational restructuring, the Company cautiously and optimistically anticipates significant year-over-year growth in after-tax net profit and earnings per share for 2025. The Company's current order backlog exceeds NT$190 billion, with a solid overall business foundation. Profitability is expected to continue its growth trajectory into 2026.
In 2026, the Ennoconn Group will launch a new five-year plan, continuing to deepen its core businesses and actively expanding international strategic partnerships, with sales and service locations established in 73 countries worldwide and logistics service centers built in 24 countries. Growth drivers include sustained high growth of Ennoconn on a standalone basis, the commencement of orders from key customer NCRV amounting to approximately NT$15 billion, as well as the Company's comprehensive deepening of edge AI application products and its commitment to global business opportunities in smart city and park development. We remain optimistic in facing challenges and continue to optimize management in order to enhance the Company's operational performance.
The Company's consolidated financial statements for 2025 reported revenue of NT$142,289,669 thousand, a decrease of 2.8% from NT$146,383,720 thousand in 2024; operating profit of NT$5,670,435 thousand, a decrease of 14.5% from NT$6,629,848 thousand in 2024; pre-tax net profit of NT$9,908,143 thousand, an increase of 29.8% from NT$7,633,179 thousand in 2024; after-tax net profit attributable to owners of the Parent Company of NT$3,213,314 thousand, an increase of 17.3% from NT$2,739,775 thousand in 2024; and earnings per share of NT$23.26, an increase of 16.1% from NT$20.03 in 2024. The analysis of the Company's financial revenues and expenditures and profitability for 2025 is as follows:
Financial Revenues and Expenditures
| Year | 2025 Financial Figures | |
|---|---|---|
| Amount | Percentage % | |
| Operating Revenue | 142,289,669 | 100 |
| Operating Costs | 113,111,179 | 79 |
| Gross Profit | 29,178,490 | 21 |
| Operating Expenses | 23,508,055 | 17 |
| Operating Profit (Loss) | 5,670,435 | 4 |
| Net Non-Operating Income (Expenses) | 4,237,708 | 3 |
| After-Tax Net Profit | 8,464,015 | 6 |
| After-Tax Net Profit Attributable to Owners of the Parent Company | 3,213,314 | 2 |
Note: The figures in this table are based on the consolidated financial statements. As the Company has not publicly disclosed financial forecasts for 2025, no disclosure of budget achievement is provided.
Profitability Analysis
| Item | 2025 |
|---|---|
| Profitability Return on total assets (%) | 6.16 |
| Return on Equity (%) | 14.29 |
| Ratio of Pre-tax Net Income to Paid-in Capital (%) | 679.17 |
| Net margin (%) | 5.95 |
| Earnings per share (NT$) | 23.26 |
The management team and all employees of Ennoconn remain steadfast in our original mission, shouldering our responsibilities with diligence and determination as we embrace challenges and forge new paths. We sincerely thank all shareholders for their long-standing support and encouragement. The management team and all employees will continue to uphold the mission and responsibility entrusted by our shareholders, striving to embark on a new chapter for Ennoconn and achieve stable profit growth throughout the year. At the same time, we are dedicated to implementing corporate governance, risk management, and sustainable development across all levels of the organization, maximizing value for the Company, our shareholders, suppliers, and partners to create a multi-win outcome as we embrace the promising Year of the Horse.
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
Attachment 2
Ennoconn Corporation
Audit Committee's Review Report
The Company's Financial Statements, Business Report, and Earnings Distribution Proposal for the year 2025 have been submitted by the Board of Directors. The 2025 Financial Statements have been audited by KPMG Taiwan, which has issued its audit report. The aforementioned Financial Statements, Business Report, and Earnings Distribution Table for the year 2025 have been reviewed by the Audit Committee and found to be in order. This report has been prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review and approval.
To
Ennoconn Corporation 2026 Annual Shareholders' Meeting
Ennoconn Corporation
Convener of the Audit Committee: Chan, Hsin-I
March 27, 2026
Attachment 3
Independent Auditor's Report and Financial Statement
Statement
For the 2025 (from January 1, 2025 to December 31, 2025), the companies that should be included in the preparation of the consolidated financial statements of affiliated enterprises in accordance with the "Regulations Governing the Preparation of Affiliated Enterprise Consolidated Business Reports, Affiliated Enterprise Consolidated Financial Statements and Affiliated Reports" are the same as those that should be included in the preparation of the parent-subsidiary consolidated financial reports in accordance with International Financial Reporting Standard No. 10 approved by the Financial Supervisory Commission. Furthermore, all relevant information that should be disclosed in the affiliated enterprise consolidated financial statements of has already been disclosed in the aforementioned parent-subsidiary consolidated financial reports. Therefore, no separate affiliated enterprise consolidated financial statements will be prepared.
Hereby declared
Company Name: Ennoconn Corporation
Chairman: Chu Fu-Chuan
Date: March 27, 2026
13
Independent Auditors' Report
Board of Directors, Ennoconn Corporation:
Audit Opinions
The consolidated balance sheets of Ennoconn Corporation and its subsidiaries (Ennoconn Group) as of December 31, 2025, and December 31, 2024, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the periods from January 1 to December 31, 2025 and 2024, as well as the notes to the consolidated financial statements (including a summary of significant accounting policies), have been audited by this Certified Public Accountant.
In our opinion, based on the results of our audit, the aforementioned consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretation Bulletins endorsed and issued into effect by the Financial Supervisory Commission in all material respects, and present fairly the consolidated financial position of the Ennoconn Group as of December 31, 2025 and December 31, 2024, and its consolidated financial performance and cash flows for the periods from January 1 to December 31, 2025 and 2024.
Basis of audit opinion
The CPAs have performed the audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. The CPAs are independent of the Ennoconn Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and have fulfilled other ethical responsibilities in accordance with these requirements. Based on the audit results, the CPAs believe that sufficient and appropriate audit evidence has been obtained to provide a basis for expressing an audit opinion.
Key Audit Matters
The key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of Ennoconn Group for the year ended December 31, 2025. These matters have been addressed in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon. Accordingly, we do not express a separate opinion on these matters. The key audit matters that the CPAs determined should be communicated in the auditor's report are as follows:
- Evaluation of Goodwill Impairment
For accounting policies regarding goodwill impairment, please refer to Note 4(15) Impairment of Non-financial Assets in the Notes to Consolidated Financial Statements. For accounting estimates and uncertainties regarding goodwill, see Note 5(3) Impairment Assessment of Goodwill. For disclosure details concerning goodwill, please refer to Note 6(13) Intangible Assets.
Explanation of key audit items:
Ennoconn Group has expanded its marketing locations and increased its product lines through investing in acquisitions, generating related goodwill from consolidation. Management performs impairment assessment tests in accordance with IAS 36 "Impairment of Assets," using fair value less costs to sell or value in use as the recoverable amount. As the impairment assessment has a significant impact on the financial statements and involves management's subjective judgment with a high degree of uncertainty, the impairment assessment of goodwill has been identified as a key audit matter in our audit.
The corresponding audit procedures:
The main audit procedures of this CPA regarding the above key audit matters include understanding the design and implementation of management's relevant internal controls, reviewing and verifying the accuracy of calculations for recoverable amounts and carrying values, and performing sensitivity analyses to comprehensively evaluate the reasonableness of the goodwill impairment assessment.
Other Matters
Ennoconn Corporation has prepared the parent company only financial statements for 2025 and 2024, both of which have been audited by the Certified Public Accountant with unqualified audit reports issued for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for preparing consolidated financial statements that present fairly, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretative Announcements as endorsed by the Financial Supervisory Commission. Management is also responsible for maintaining internal control as deemed necessary to ensure that the consolidated financial statements are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is also responsible for assessing the Group's ability to continue as a going concern, disclosing any matters related to going concern, and applying the going concern basis of accounting, unless management either intends to liquidate the Group or cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Ennoconn Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
The objective of an audit of consolidated financial statements is to obtain reasonable assurance regarding whether the consolidated financial statements as a whole, whether due to fraud or error, are free from material misstatement, and to issue an auditor's report. Reasonable assurance is a high level of assurance. However, an audit conducted in accordance with the auditing standards does not guarantee that any material misstatement in the consolidated financial statements will be detected. Misstatements may arise from fraud or error. A misstatement is considered material, if, individually or in aggregate, it could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
14
When conducting audits in accordance with auditing standards, we exercise professional judgment and maintain professional skepticism. The CPA also performed the following tasks:
-
Identify and assess the risks of material misstatement in consolidated financial statements arising from fraud or error. Design and implement appropriate responses to the assessed risks. Obtain sufficient and appropriate audit evidence to provide a basis for the audit 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 internal control of Ennoconn Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Based on the audit evidence obtained, we conclude whether there is material uncertainty regarding events or circumstances that may cast significant doubt on the ability of Ennoconn Group to continue as a going concern based on the appropriateness of management's use of the going concern basis of accounting. If the CPA concludes that a material uncertainty exists, they shall highlight the related disclosures in the consolidated financial statements or, if such disclosures are deemed inadequate, the CPA is required to modify the opinion accordingly. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Ennoconn Group to cease to continue its operations.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. The CPAs are responsible for guiding, supervising and executing the audit cases of the group, as well as forming the audit opinion of the group.
The matters that we communicate with those charged with governance include the planned scope and timing of the audit, as well as significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
The CPAs also provide the governance unit with a statement confirming that the personnel of the CPA firm have complied with relevant ethical requirements regarding independence. They further communicate with the governance unit all relationships and other matters that could reasonably be considered to affect on the CPA's independence, along with any applicable safeguards.
From the matters communicated with those charged with governance, we determined those matters that were of most significance in our audit of the consolidated financial statements of Ennoconn Group for the year ended December 31, 2025, and identified them as key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the specific matter or when, in extremely rare circumstances, we determine that a specific 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.
15
PMG Taiwan
Certified Public Accountant/CPA
Financial Supervisory Commission Approval Document:
Financial Supervisory Commission Approval Letter No. 1040003949
Securities and Futures Commission Approval Letter No. 0920122026
March 27, 2026
16
Ennoconn Corporation and its Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
| Assets | 2025.12.31 | 2024.12.31 | Liabilities and Equity | 2025.12.31 | Unit: NT$ thousand 2024.12.31 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current Assets: | Current Liabilities: | |||||||||
| 1100 | Cash and Cash Equivalents (Notes 6(1) and (28)) | $ 28,685,416 | 17 | 27,891,962 | 19 | 2100 Short-Term Borrowings (Notes 6(16) and (28)) | $ 13,389,284 | 8 | 14,029,464 | 10 |
| 1110 | Financial Assets Measured at Fair Value through Profit or Loss - Current (Note 6) | 121,631 | - | 66,781 | - | 2130 Current Contract Liabilities (Note 6(25)) | ||||
| (2) and (28)) | 2150 Notes Payable (Note 6(28)) | 2,145,544 | 1 | 1,916,875 | 1 | |||||
| 1136 | Financial Assets Measured at Amortized Cost - Current (Notes 8) | 309,053 | - | 211,031 | - | 2160 Notes Payable - Related Parties (Note 6(28) and 7) | ||||
| 1140 | Contract Assets - Current (Notes 6(25)) | 14,144,632 | 9 | 13,055,333 | 9 | 2170 Accounts Payable (Note 6(28)) | 23,493,448 | 15 | 21,602,049 | 15 |
| 1150 | Net Notes Receivable (Notes 6(4) and (25)) | 114,769 | - | 105,330 | - | 2180 Accounts Payable - Related Parties (Notes 6(28) and 7) | 76,286 | - | 82,993 | - |
| 1172 | Net Accounts Receivable (Notes 6(4), (25) and 8) | 23,572,054 | 14 | 22,002,867 | 15 | 2200 Other Payables (Including Related Parties) (Note 6(28)) | 5,811,395 | 5 | 5,713,663 | 4 |
| 1180 | Net Accounts Receivable - Related Parties (Notes 6(4), (25) and 7) | 83,961 | - | 78,159 | - | 2230 Current Income Tax Liabilities | ||||
| 130X | Inventories (Notes 6(5) and 8) | 31,080,152 | 19 | 28,078,329 | 19 | 2250 Provision for Liabilities - Current (Note6 (10) and (20)) | 819,830 | - | 1,455,375 | 1 |
| 1470 | Other Current Assets (Note 6(10), (15) and 8) | 9,334,656 | 6 | 5,476,506 | 4 | 2280 Lease Liabilities - Current (Notes 6(19) and (28)) | 2,352,652 | 1 | 1,967,893 | 1 |
| 11XX | Total current assets | 107,446,324 | 65 | 96,966,298 | 66 | 2321 Current portion of convertible corporate bonds payable within one year or one operating cycle (Note 6(18) and (28)) | 1,721,154 | 1 | 1,672,853 | 1 |
| Non-Current Assets: | 2322 Long-Term Liabilities Due within One Year or One Operating Cycle (Note 6(17)) | 3,191,833 | 2 | - | - | |||||
| 1510 | Financial assets measured at fair value through other comprehensive income - Non-Current (Notes 6(3) and (28)) | 3,917,388 | 2 | 2,279,247 | 2 | 2399 Other Current Liabilities | ||||
| 1520 | Financial assets measured at fair value through other comprehensive income - Non-Current (Notes 6(3) and (28)) | 832,345 | 1 | 1,163,940 | 1 | 21XX Total current liabilities | 82,730,664 | 50 | 66,430,037 | 45 |
| 1550 | Investments Accounted for Using Equity Method (Note 6(7)) | 606,343 | - | 624,262 | - | Non-Current Liabilities: | ||||
| 1600 | Property, Plant and Equipment (Note 6(12) and 8) | 13,136,033 | 8 | 11,475,376 | 8 | 2527 Current Contract Liabilities (Note 6(25)) | 728,046 | 1 | 193,142 | - |
| 1755 | Right-of-use assets (Note 6(14)) | 6,490,349 | 4 | 6,617,404 | 4 | 2530 Corporate Bonds Payable (Notes 6(18) and (28)) | - | - | 6,860,500 | 5 |
| 1760 | Net Investment Property (Note 8) | 221,635 | - | 49,182 | - | 2540 Long-Term Loans (Notes 6(17) and (28)) | 9,712,374 | 6 | 11,021,720 | 7 |
| 1805 | Goodwill (Notes 6(13)) | 16,630,742 | 10 | 16,332,299 | 11 | 2550 Provisions for Liabilities - Non-Current(20) | 593,132 | - | 586,745 | - |
| 1821 | Other Intangible Assets (Note 6(13)) | 8,421,363 | 5 | 7,517,223 | 5 | 2570 Deferred Income Tax Liabilities (Note 6(22)) | 299,736 | - | 648,155 | - |
| 1840 | Deferred Income Tax Assets (Note 6(22)) | 2,895,797 | 2 | 2,861,502 | 2 | 2580 Non-Current Lease Liabilities (Notes 6(19) and (28)) | 5,580,004 | 4 | 5,556,381 | 4 |
| 1,572 | - | 58,755 | - | 2640 Net Defined Benefit Liabilities - Non-Current (Note 6(21)) | 693,351 | - | 692,929 | - | ||
| 1960 | Prepaid Investment | 4,565,587 | 3 | 1,062,925 | 1 | 2670 Other Non-Current Liabilities | 638,634 | - | 755,964 | 1 |
| 1990 | Other Non-Current Assets (Notes 6(10), (15), (21) and 8) | 57,719,154 | 35 | 50,042,745 | 34 | 25XX Total non-current liabilities | 18,245,277 | 11 | 26,313,536 | 17 |
| 15XX | Total Non-Current Assets | 2XXX Total liabilities | 100,975,941 | 61 | 92,743,573 | 62 | ||||
| Equity (Note 6(23)) : | ||||||||||
| 3110 Share Capital | 1,458,864 | 1 | 1,375,372 | 1 | ||||||
| 3200 Additional Paid-in Capital | 17,161,079 | 10 | 15,663,929 | 11 | ||||||
| Retained Earnings: | ||||||||||
| 3310 Legal Reserve | 1,652,323 | 1 | 1,380,526 | 1 | ||||||
| 3320 Special Reserve | 607,389 | - | 1,039,929 | 1 | ||||||
| 3350 Undistributed Earnings | 7,165,962 | 4 | 5,418,318 | 4 | ||||||
| 3300 Subtotal Retained Earnings | 9,425,674 | 5 | 7,838,773 | 6 | ||||||
| 3490 Other Equity | (320,076) | - | (607,389) | - | ||||||
| 31XX Sub total of Equity Attributable to Owners of Parent Company | 27,725,541 | 16 | 24,270,685 | 18 | ||||||
| 36XX Non-Controlling Interests(Note6(11) and(22) | 36,463,996 | 23 | 29,994,785 | 20 | ||||||
| 3XXX Total Equity | 64,189,537 | 39 | 54,265,470 | 38 | ||||||
| 1XXX | Total Assets | $ 165,165,478 | 100 | 147,009,043 | 100 | Total liabilities and equity | $ 165,165,478 | 100 | 147,009,043 | 100 |
(Please refer to the notes to the consolidated financial statements attached)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
Ennoconn Corporation and its Subsidiaries
Consolidated statement of comprehensive income
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| 4100 Net Operating Revenue (Notes 6(25) and 7) | $ 142,289,669 | 100 | 146,383,720 | 100 |
| 5110 Operating Costs (Notes 6(5), (12), (13), (14), (21), (26) and 7) | 113,111,179 | 79 | 117,551,890 | 80 |
| 5900 Gross Profit | 29,178,490 | 21 | 28,831,830 | 20 |
| Operating Expenses (Notes 6(5), (12), (13), (14), (21) and (26)): | ||||
| 6100 Selling Expenses | 4,331,518 | 3 | 4,182,495 | 3 |
| 6200 Management Expenses | 7,929,892 | 6 | 7,441,466 | 5 |
| 6300 Research and Development Expenses | 10,839,354 | 8 | 10,199,350 | 7 |
| 6450 Expected Credit Losses | 407,291 | - | 378,671 | - |
| 6000 Total Operating Expenses | 23,508,055 | 17 | 22,201,982 | 15 |
| 6900 Net Operating Income | 5,670,435 | 4 | 6,629,848 | 5 |
| Other Operating Income and Expenses (Notes 6(7), (10) and (27)) | ||||
| 7100 Interest Income | 526,922 | - | 494,214 | - |
| 7190 Other Income | 75,253 | - | 68,843 | - |
| 7020 Other Gains and Losses | 5,067,262 | 4 | 2,089,351 | 1 |
| 7050 Financial Costs | (1,432,129) | (1) | (1,659,127) | (1) |
| 7060 Share of Profits or Losses of Associates Accounted for Using the Equity Method | 400 | - | 10,050 | - |
| 7000 Total Non-Operating Income and Expenses | 4,237,708 | 3 | 1,003,331 | - |
| 7950 Less: Income Tax Expense (Note 6(22)) | 9,908,143 | 7 | 7,633,179 | 5 |
| 8000 Net Profit from Continuing Operations for the Current Period | 1,514,420 | 1 | 1,609,821 | 1 |
| 8100 Discontinued operations profit (Note 12(2)) | 8,393,723 | 6 | 6,023,358 | 4 |
| 8200 Net profit for the period | 70,292 | - | 108,423 | - |
| Other comprehensive income: | 8,464,015 | 6 | 6,131,781 | 4 |
| 8310 Items that Will not be Reclassified to Profit or Loss | ||||
| 8311 Remeasurement of Defined Benefit Plan | 75,601 | - | 7,073 | - |
| 8316 Unrealized gains or losses on equity instrument investments measured at fair value through other comprehensive income | (31,053) | - | (525,998) | - |
| 8320 Share of other comprehensive income of associates accounted for using equity method (Note 6)(7)) | - | - | 823 | - |
| 8349 Less: Income tax relating to items that will not be reclassified (Note 6)(22)) | 15,002 | - | (2,223) | - |
| Total items not reclassified to profit or loss | 29,546 | - | (515,879) | - |
| 8360 Items that May Be Reclassified Subsequently to Profit or Loss | ||||
| 8361 Exchange Differences on Translation of Foreign Financial Statements | 1,125,905 | 1 | 1,138,886 | - |
| 8380 Share of other comprehensive income of associates accounted for using equity method (Note 6)(7)) | (1,065) | - | 11,345 | - |
| 8399 Less: Income tax relating to items that will be reclassified (Note 6)(22)) | (26,677) | - | 36,711 | - |
| Total items that may be reclassified subsequently to profit or loss | 1,151,517 | 1 | 1,113,520 | - |
| 8300 Other Comprehensive Income for the Fiscal Year | 1,181,063 | 1 | 597,641 | - |
| 8500 Total Comprehensive Income (Loss) for the Period | $ 9,645,078 | 7 | 6,729,422 | 4 |
| Net Profit for the Period Attributable to: | ||||
| 8610 Parent Company | 3,213,314 | 2 | 2,739,775 | 2 |
| 8620 Non-Controlling Interests | 5,250,701 | 4 | 3,392,006 | 2 |
| Total comprehensive income attributable to: | $ 8,464,015 | 6 | 6,131,781 | 4 |
| 8710 Parent Company | 3,552,199 | 2 | 3,150,505 | 2 |
| 8720 Non-Controlling Interests | $ 6,092,879 | 5 | 3,578,917 | 2 |
| $ 9,645,078 | 7 | 6,729,422 | 4 | |
| 9750 Basic earnings per share (NT$) (Note 6(24)) | $ 23.26 | 20.03 | ||
| 9850 Diluted earnings per share (NT$) (Note 6(24)) | $ 20.74 | 17.88 |
(Please refer to the notes to the consolidated financial statements attached)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
Ennoconn Corporation and its Subsidiaries
Consolidated Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Equity Attributable to Owners of the Parent Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other Equity Items | |||||||||||
| Share Capital | Additional Paid-in Capital | Legal Reserve | Special Reserve | Undistributed Earnings | Total | Exchange Differences on Translation of Foreign Financial Statements | Unrealized Gain or Loss on Financial Assets at Fair Value through Other Comprehensive Income | Total | Total Equity Attributable to Owners of the Parent Company | Non-Controlling Interests | Total Equity | |
| Balance as of January 1, 2024 | $ 1,319,999 | 14,940,752 | 1,161,514 | 905,934 | 4,612,432 | 6,679,880 | (1,081,452) | 41,523 | (1,039,929) | 21,900,702 | 27,777,256 | 49,677,958 |
| Net profit for the period | - | - | - | - | 2,739,775 | 2,739,775 | - | - | - | 2,739,775 | 3,392,006 | 6,131,781 |
| Other comprehensive income (loss) for the period | - | - | - | - | 5,736 | 5,736 | 862,542 | (457,548) | 404,994 | 410,730 | 186,911 | 597,641 |
| Total Comprehensive Income (Loss) for the Period | - | - | - | - | 2,745,511 | 2,745,511 | 862,542 | (457,548) | 404,994 | 3,150,505 | 3,578,917 | 6,729,422 |
| Surplus allocation and distribution: | ||||||||||||
| Legal Reserve | - | - | 219,012 | - | (219,012) | - | - | - | - | - | - | - |
| Special Reserve | - | - | - | 133,995 | (133,995) | - | - | - | - | - | - | - |
| Cash Dividends on Common Share | - | - | - | - | (1,559,072) | (1,559,072) | - | - | - | (1,559,072) | - | (1,559,072) |
| Subsidiary Shareholder Cash Dividends | - | - | - | - | - | - | - | - | - | - | (1,701,127) | (1,701,127) |
| Changes in Equity of Associates Accounted for Using the Equity Method | - | 7,592 | - | - | - | - | - | - | - | 7,592 | - | 7,592 |
| Changes in Ownership Interests in Subsidiaries | - | (346,878) | - | - | - | - | - | - | - | (346,878) | 346,878 | - |
| Convertible Corporate Bond Conversion | 55,373 | 1,062,463 | - | - | - | - | - | - | - | 1,117,836 | - | 1,117,836 |
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | (27,546) | (27,546) | - | 27,546 | 27,546 | - | - | - |
| Changes in Non-Controlling Interests | - | - | - | - | - | - | - | - | - | - | (7,139) | (7,139) |
| Balance as of December 31, 2024 | $ 1,375,372 | 15,663,929 | 1,380,526 | 1,039,929 | 5,418,318 | 7,838,773 | (218,910) | (388,479) | (607,389) | 24,270,685 | 29,994,785 | 54,265,470 |
| Balance as of January 1, 2025 | $ 1,375,372 | 15,663,929 | 1,380,526 | 1,039,929 | 5,418,318 | 7,838,773 | (218,910) | (388,479) | (607,389) | 24,270,685 | 29,994,785 | 54,265,470 |
| Net profit for the period | - | - | - | - | 3,213,314 | 3,213,314 | - | - | - | 3,213,314 | 5,250,701 | 8,464,015 |
| Other comprehensive income (loss) for the period | - | - | - | - | 18,699 | 18,699 | 333,800 | (13,614) | 320,186 | 333,885 | 842,178 | 1,181,063 |
| Total Comprehensive Income (Loss) for the Period | - | - | - | - | 3,232,013 | 3,232,013 | 333,800 | (13,614) | 320,186 | 3,552,199 | 6,092,879 | 9,645,078 |
| Surplus allocation and distribution: | ||||||||||||
| Legal Reserve | - | - | 271,797 | - | (271,797) | - | - | - | - | - | - | - |
| Special Reserve | - | - | - | (432,540) | 432,540 | - | - | - | - | - | - | - |
| Cash Dividends on Common Share | - | - | - | - | (1,677,985) | (1,677,985) | - | - | - | (1,677,985) | - | (1,677,985) |
| Subsidiary Shareholder Cash Dividends | - | - | - | - | - | - | - | - | - | - | (1,871,643) | (1,871,643) |
| The content arises from the recognition of stock subscription rights due to the issuance of convertible corporate bonds. | - | (3,352) | - | - | - | - | - | - | - | (3,352) | - | (3,352) |
| Changes in Equity of Associates Accounted for Using the Equity Method | - | (64,000) | - | - | - | - | - | - | - | (64,000) | - | (64,000) |
| Changes in Ownership Interests in Subsidiaries | - | 131,161 | - | - | - | - | - | - | - | 131,161 | (131,161) | - |
| Convertible Corporate Bond Conversion | 83,492 | 1,433,341 | - | - | - | - | - | - | - | 1,516,833 | - | 1,516,833 |
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | 32,873 | 32,873 | - | (32,873) | (32,873) | - | - | - |
| Changes in Non-Controlling Interests | - | - | - | - | - | - | - | - | - | - | 2,379,136 | 2,379,136 |
| Balance as of December 31, 2025 | $ 1,458,864 | 17,161,079 | 1,652,323 | 607,389 | 7,165,962 | 9,425,674 | 114,890 | (434,966) | (320,076) | 27,725,541 | 36,463,996 | 64,189,537 |
(Please refer to the notes to the consolidated financial statements attached)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
Ennoconn Corporation and its Subsidiaries
Consolidated Statement of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Cash Flows From Operating Activities: | 2025 | 2024 |
|---|---|---|
| Continuing Operations Income Before Tax | 7,633,179 | |
| Net Income Before Tax from Discontinued Operations | 70,292 | 108,423 |
| Net Profit Before Tax for the Period | $ 9,978,435 | 7,741,602 |
| Adjustments for: | ||
| Income and Expense Items: | ||
| Depreciation Expense | 2,989,690 | 3,095,085 |
| Amortization expenses | 1,340,398 | 1,454,123 |
| Expected Credit Losses | 407,292 | 378,671 |
| Net (Gains) Losses on Financial Assets and Liabilities at Fair Value through Profit or Loss | (1,761,923) | (351,448) |
| Interest Expense | 1,432,129 | 1,659,127 |
| Interest Income | (526,922) | (494,214) |
| Dividend Revenue | (53,189) | (52,276) |
| Share-based compensation cost | 71,769 | 39,395 |
| Share of Profits or Losses of Associates Accounted for Using the Equity Method | (400) | (10,050) |
| Loss on disposal and retirement of property, plant and equipment | 1,852 | 86,266 |
| Property, Plant, and Equipment Reclassified to Expenses | 131 | - |
| Gains on Disposal of Subsidiary | (2,840,320) | (197,861) |
| Gains on Disposal of Investments Accounted for Using the Equity Method | (17,330) | - |
| NGains on disposal of non-current assets held for sale | (70,292) | (100,515) |
| Gain from Price Recovery of Inventory | (248,865) | (254,231) |
| Loss on Inventory Scrap | 400,849 | 286,484 |
| Gain on bargain purchase | - | (204,756) |
| Loss on Onerous Contracts (Gain on Reversal) | (184,682) | 103,409 |
| Others | 111,342 | (93,731) |
| Total Revenue Expenses and Losses | 1,051,529 | 5,343,478 |
| Changes in Assets/Liabilities Related to Operating Activities: | ||
| Contract Assets | (864,701) | 2,678,747 |
| Notes and Accounts Receivable | (2,006,028) | 1,520,297 |
| Inventories | (2,407,769) | 1,308,633 |
| Other Current Assets | (3,127,176) | 1,443,347 |
| Other assets | (3,629) | (41,070) |
| Contract Liabilities | 8,435,011 | 1,361,986 |
| Notes Payable (Including Related Parties) | 298,037 | 158,106 |
| Accounts Payable (Including Related Parties) | 1,801,408 | (2,320,646) |
| Other Payables | 180,181 | (784,682) |
| Provision for Liabilities | (48,525) | (780,646) |
| Other Current Liabilities | 1,454,655 | (551,698) |
| Other Liabilities | (51,055) | 87,731 |
| Total Adjustments | 4,711,938 | 9,423,583 |
| Cash inflow from operations | 14,690,373 | 17,165,185 |
| Interest Received | 434,177 | 439,466 |
| Dividends Received | 89,365 | 61,876 |
| Interest Paid | (1,281,030) | (1,374,739) |
| Income Taxes Paid | (2,512,018) | (2,190,030) |
| Net Cash Inflows from Operating Activities | 11,420,867 | 14,101,758 |
| Cash Flows from Investing Activities: | ||
| Acquisition of Financial Assets Measured at Fair Value through Other Comprehensive Income | - | (37,257) |
| Disposal of Financial Assets At Fair Value Through Other Comprehensive Income | 339,726 | 20,854 |
| Acquisition Financial Assets Measured at Amortized Cost | (92,949) | (32,554) |
| Disposal of Financial Assets Measured at Amortized Cost | 1,200 | 87,075 |
| Acquisition Financial Assets Measured at Fair Value through Profit or Loss | (107,018) | (197,024) |
| Disposal of Financial Assets at Fair Value through Profit or Loss | 251,192 | 115,055 |
| Redemption of Financial Assets Measured at Fair Value through Profit or Loss | 57,696 | 34,526 |
| Acquisition investment using the equity method | (57,584) | (27,181) |
| Prepaid Investment | (91,640) | (57,157) |
| Acquisition of Subsidiaries (Net of Cash Acquired) | 73,656 | (3,903,002) |
| Disposal of Subsidiary | 623,327 | 1,110,888 |
| Disposal of non-current assets held for sale | (100,891) | 438,528 |
| Acquisition of Property, Plant and Equipment | (2,969,560) | (3,032,388) |
| Disposal of Property, Plant and Equipment | 98,874 | 243,975 |
| Acquisitions of Intangible Assets | (2,102,623) | (1,714,708) |
| Disposal of Intangible Assets | 400,407 | 88,413 |
| Acquisition Right-of-Use Assets | (47,395) | (37,027) |
| Other Non-Current Assets | 156,033 | (163,879) |
| Net Cash Outflow from Investing Activities | (3,567,549) | (7,062,863) |
| Cash Flows from Financing Activities: | ||
| Short-Term Borrowings | (2,981,482) | (7,898,563) |
| Repayment of Convertible Corporate Bonds | - | (300) |
| Borrowing of Long-Term Loans | 1,148,612 | 11,440,155 |
| Repayment of Long-Term Loans | (14,099) | (91,002) |
| Repayment of the Principal Portion of Lease Liabilities | (1,436,866) | (1,704,254) |
| Distribute cash dividends | (1,677,985) | (1,559,072) |
| Distribution of cash dividends to non-controlling interests | (1,820,944) | (1,699,957) |
| Change in Non-Controlling Interests | (205,557) | (2,290,547) |
| Net Cash Outflow from Financing Activities | (6,988,321) | (3,803,540) |
| The Effects of Changes in Foreign Exchange Rates on Cash and Cash Equivalents | (71,543) | 595,653 |
| Increase in Cash and Cash Equivalents for the Period | 793,454 | 3,831,008 |
| Beginning Balance of Cash and Cash Equivalents | 27,891,962 | 24,060,954 |
| Ending Balance of Cash and Cash Equivalents | $ 28,685,416 | 27,891,962 |
(Please refer to the notes to the consolidated financial statements attached)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
21
Independent Auditors' Report
Board of Directors, Ennoconn Corporation:
Audit Opinions
We have audited the balance sheets of Ennoconn Corporation as of December 31, 2025 and 2024, and the related statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements (including summary of significant accounting policies).
In our opinion, the Parent Company Only Financial Statements present fairly, in all material respects, the financial position of Ennoconn Corporation as of December 31, 2025 and 2024, and its financial performance and cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis of audit opinion
The CPAs have performed the audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. The CPAs are independent of the Ennoconn Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and have fulfilled 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 refer to those matters that, in the professional judgment of the CPA, were of most significance in the audit of the Parent Company Only Financial Statements of Ennoconn Corporation for the year 2025. These matters have been addressed in the context of our audit of the Parent Company Only Financial Statements as a whole and in forming our audit opinion thereon. Accordingly, we do not express a separate opinion on these matters. The key audit matters that the CPA judged should be communicated in the audit report are as follows:
- Income recognition
For accounting policies on revenue recognition, please refer to Note 4(13) Revenue Recognition in the Parent Company Only Financial Statements. For related disclosures on revenue recognition, please refer to Note 6(19) in the Parent Company Only Financial Statements.
Explanation of key audit items:
Ennoconn Corporation's primary business activities include the manufacturing and sales of data storage, processing equipment and industrial motherboards. Sales revenue is recognized when control of goods or services is transferred to customers. Sales revenue is a key operational performance indicator that investors focus on highly. Therefore, revenue recognition is a matter requiring high attention from us in performing the audit of Ennoconn Corporation's financial statements.
The corresponding audit procedures:
Our main audit procedures for the above key audit matter included: understanding the main types of revenue; testing relevant controls over the sales and collection cycles to ensure the reliability of revenue records; reviewing customer sales terms and revenue recognition; conducting variance analysis for major sales customers to identify any significant anomalies; and testing shipments before and after the balance sheet date, verifying supporting documents to ensure that revenue was recognized in the appropriate accounting period.
- Impairment assessment for investments accounted for using the equity method
For explanations of accounting policies, accounting estimates, and uncertainties in assumptions regarding impairment assessment of investments accounted for using the equity method, please refer to Note 4(12) and Note 5(3) of the Parent Company Only Financial Statements, respectively; for information related to investments accounted for using the equity method, please refer to Note 6(6) of the Parent Company Only Financial Statements.
Explanation of key audit items:
Ennoconn Corporation has equity-method investees to expand its sales network and broaden its product offerings. Management conducts impairment assessments in accordance with IAS 36 Impairment of Assets, using fair value less costs of disposal or value in use as the recoverable amount. Given the significant impact of these assessments on the financial statements and the high degree of subjectivity and uncertainty involved in management's judgments, the impairment assessment of investments accounted for using the equity method is identified as a key audit matter.
The corresponding audit procedures:
For the above key audit matters, the principal audit procedures performed by the CPAs include understanding the design and implementation of relevant internal controls by the management, reviewing and verifying the accuracy of the calculations for the recoverable amount and carrying value, and performing sensitivity analysis to comprehensively evaluate the reasonableness of the impairment assessment of investments accounted for using the equity method.
Management and Governance Units' Responsibility for the Parent Company Only Financial Statements
Management is responsible for preparing Parent Company Only Financial Statements that present fairly, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Management is also responsible for maintaining internal control as deemed necessary to ensure that the Parent Company Only Financial Statements are free from material misstatement, whether due to fraud or error.
In preparing the Parent Company Only Financial Statements, management's responsibility also includes assessing Ennoconn Corporation's ability to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting, unless management either intends to liquidate Ennoconn Corporation or to cease operations, or has no realistic alternative but to do so.
Ennoconn Corporation's governance units (including the Audit Committee) are responsible for overseeing the financial reporting process.
22
Auditor's Responsibility for the Audit of the Parent Company Only Financial Statements
The objective of our audit of the Parent Company Only Financial Statements is to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report. Reasonable assurance is a high level of assurance. However, an audit conducted in accordance with the auditing standards does not guarantee that any material misstatement in the Parent Company Only Financial Statements will be detected. Misstatements may arise from fraud or error. A misstatement is considered material, if, individually or in aggregate, it could reasonably be expected to influence the economic decisions of users taken on the basis of the Parent Company Only Financial Statements. When conducting audits in accordance with auditing standards, we exercise professional judgment and maintain professional skepticism. The CPA also performed the following tasks:
Identify and assess the risks of material misstatement in individual financial statements arising from fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to provide a basis for the audit 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 internal control of Ennoconn Corporation.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Based on the audit evidence obtained, we conclude whether there is material uncertainty regarding events or circumstances that may cast significant doubt on the ability of Ennoconn Corporation to continue as a going concern based on the appropriateness of management's use of the going concern basis of accounting. If we conclude that material uncertainty exists in these events or conditions, we are required to highlight the related disclosures in the Parent Company Only Financial Statements in audit report. If such disclosures are deemed inadequate, the CPA is required to modify the opinion accordingly. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Ennoconn Corporation to cease to continue its operations.
Evaluate the overall presentation, structure and content of the individual financial statements, including the disclosures, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investee companies accounted for using the equity method to express an opinion on the individual financial statements. The CPAs are responsible for guiding, supervising and executing the audit cases of Ennoconn Corporation, as well as forming the audit opinion on Ennoconn Corporation.
The matters that we communicate with those charged with governance include the planned scope and timing of the audit, as well as significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
The CPAs also provide the governance unit with a statement confirming that the personnel of the
23
CPA firm have complied with relevant ethical requirements regarding independence. They further communicate with the governance unit all relationships and other matters that could reasonably be considered to affect on the CPA's independence, along with any applicable safeguards.
From the matters communicated with those charged with governance, we determined those matters that were of most significance in our audit of Ennoconn Corporation's 2025 Parent Company Only Financial Statements. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the specific matter or when, in extremely rare circumstances, we determine that a specific 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.
PMG Taiwan
Certified Public Accountant/CPA
Financial Supervisory Commission Approval Document:
Financial Supervisory Commission Approval Letter No. 1040003949
Securities and Futures Commission Approval Letter No. 0920122026
March 27, 2026
24
Ennoconn Corporation
Balance Sheet
December 31, 2025 and 2024
| Assets | 2025.12.31 | 2024.12.31 | Liabilities and Equity | 2025.12.31 | Unit: NT$ thousand | ||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| Current Assets: | Current Liabilities: | ||||||||
| 1100 Cash and Cash Equivalents (Notes 6(1) and (22)) | $ 875,635 | 2 | 184,864 | 1 | 2100 Short-Term Borrowings (Notes 6(12)) | $ 3,730,000 | 11 | 2,470,000 | 8 |
| 1136 Current financial assets measured at amortized cost (Notes 6(3) (22) and 8) | 14,358 | - | 4,368 | - | 2170 Accounts Payable (Note 6(22)) | 557,547 | 2 | 761,086 | 2 |
| 1172 Net Accounts Receivable (Notes 6(4), (19) and (22)) | 1,574,831 | 5 | 1,216,508 | 4 | 2180 Accounts Payable - Related Parties (Notes 6(22) and 7) | 141,036 | - | 201,424 | 1 |
| 1180 Net Accounts Receivable - Related Parties (Notes 6(4), (19) and (22)) | 176,163 | - | 494,704 | 2 | 2200 Other Payables (Including Related Parties) (Note 6(22)) | 639,742 | 2 | 569,780 | 2 |
| 130X Inventories (Notes 6(6)) | 1,359,139 | 4 | 1,336,453 | 4 | 2230 Current Income Tax Liabilities | 125,128 | - | 127,648 | - |
| 1470 Other Current Assets (Note 6(11) (5) and 7) | 182,420 | 1 | 421,172 | - | 2280 Lease Liabilities - Current (Notes 6(14) and (22)) | 877 | - | 2.315 | - |
| Total current assets | 4,182,546 | 12 | 3,658,069 | 11 | 2321 Current portion of convertible corporate bonds payable within one year or one operating cycle (Notes 6(13) and (22)) | 2,966,786 | 8 | - | - |
| Non-Current Assets: | Other Current Liabilities | 100,758 | - | 34,069 | - | ||||
| 1510 Financial Liabilities at Fair Value through Profit or Loss - Current (Notes 6(2) and (22)) | - | - | 3,940 | - | Total current liabilities | 8,261,874 | 23 | 4,166,322 | 13 |
| 1550 Investments Accounted for Using Equity Method (Note 6(7)) | 31,102,508 | 87 | 28,442,352 | 87 | Non-Current Liabilities: | ||||
| 1600 Property, Plant and Equipment (Note 6(8)) | 484,138 | 1 | 489,130 | 1 | 2530 Corporate Bonds Payable (Notes 6(13) and (22)) | - | - | 4,425,932 | 13 |
| 1755 Right-of-use assets (Note 6(14)) | 906 | - | 2,416 | - | 2570 Deferred Income Tax Liabilities (Note 6(16)) | 7,381 | - | 3,355 | - |
| 1821 Other Intangible Assets (Note 6(9)) | 44,845 | - | 39,272 | - | Total non-current liabilities | 7,381 | - | 4,429,287 | 13 |
| 1840 Deferred Income Tax Assets(Note 6(10)) | 25,727 | - | 33,138 | - | Total liabilities | 8,269,255 | 23 | 8,595,609 | 26 |
| 1990 Other Current Assets (Note 6(11) and (15)) | 154,126 | - | 197,997 | 1 | Equity (Notes 6 (17) and (22)) | ||||
| Total Non-Current Assets | 31,812,250 | 88 | 29,208,225 | 89 | 3110 Common Share Capital | 1,458,864 | 4 | 1,375,372 | 4 |
| 3200 Additional Paid-in Capital | 17,161,079 | 48 | 15,663,929 | 49 | |||||
| Retained Earnings: | |||||||||
| 3310 Legal Reserve | 1,652,323 | 5 | 1,380,526 | 4 | |||||
| 3320 Special Reserve | 607,389 | 2 | 1,039,929 | 3 | |||||
| 3350 Undistributed Earnings | 7,165,962 | 19 | 5,418,318 | 16 | |||||
| 3300 Subtotal Retained Earnings | 9,425,674 | 26 | 7,383,773 | 23 | |||||
| 3490 Other Equity | (320,076) | (1) | (607,389) | (2) | |||||
| Total Equity | 27,725,541 | 77 | 24,270,685 | 74 | |||||
| Total Assets | $ 35,994,796 | 100 | 32,866,294 | 100 | Liabilities and Equity | $ 35,994,796 | 100 | 32,866,294 | 100 |
(Please refer to the accompanying notes to the Parent Company Only Financial Statements)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
Ennoconn Corporation
Statement of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Net operating revenue (Notes 6(19) and 7) | $ 8,522,399 | 100 | $ 5,334,540 | 100 |
| 5110 | Cost of goods sold (Notes 6(6), (8), (9), (10), (15) and 7) | 7,017,937 | 83 | 4,215,695 | 79 |
| 5900 | Gross Profit | 1,504,462 | 17 | 1,118,845 | 21 |
| 5910 | Less: Unrealized Profit on Sales | 10,573 | - | 26,474 | - |
| 5920 | Add: Realized gain or loss on sales | 26,474 | - | 60,139 | 1 |
| Net gross operating profit | 1,520,363 | 17 | 1,152,510 | 22 | |
| Operating expenses (Notes 6(4), (5), (8), (9), (10), (15) and 7): | |||||
| Selling Expenses | |||||
| 6100 | 87,740 | 2 | 81,701 | 2 | |
| 6200 | Management Expenses | 420,011 | 5 | 303,658 | 6 |
| 6300 | Research and Development Expenses | 268,473 | 3 | 212,974 | 4 |
| 6450 | Expected credit impairment loss (gains) | 25,836 | - | (25,338) | - |
| 6000 | Total Operating Expenses | 802,060 | 10 | 572,995 | 12 |
| 6900 | Net Operating Income | 718,303 | 7 | 579,515 | 10 |
| Other Operating Income and Expenses (Notes 6(7), (21)) | |||||
| 7100 | Interest Income | 25,314 | - | 22,387 | - |
| 7190 | Other Income | 3,155 | - | 3,532 | - |
| 7020 | Other Gains and Losses | (38,654) | - | 115,590 | 2 |
| 7050 | Financial Costs | (117,580) | - | (91,121) | (1) |
| 7060 | Share of profit of subsidiaries accounted for using the equity method | 2,880,487 | 34 | 2,369,421 | 44 |
| 7000 | Total Non-Operating Income and Expenses | 2,752,722 | 34 | 2,419,809 | 45 |
| 7900 | Profit before tax | 3,471,025 | 41 | 2,999,324 | 55 |
| 7950 | Less: Income tax expense (Note 6) | 257,711 | 3 | 259,549 | 5 |
| 8200 | Net profit for the period | 3,213,314 | 38 | 2,739,775 | 50 |
| Other comprehensive income: | |||||
| 8310 | Items that Will not be Reclassified to Profit or Loss | ||||
| 8311 | Remeasurement of defined benefit plans (Note 15) | 141 | - | 234 | - |
| 8320 | Share of other comprehensive income of subsidiaries accounted for using the equity method | 4,973 | - | (451,999) | (8) |
| 8349 | Less: Income tax relating to items that will not be reclassified(Note 6)(16)) | 29 | - | 47 | - |
| Total items not reclassified to profit or loss | 5,085 | - | (451,812) | (8) | |
| 8360 | Items that May Be Reclassified Subsequently to Profit or Loss | ||||
| 8361 | Exchange Differences on Translation of Foreign Financial Statements | 272,581 | 3 | 853,969 | 16 |
| 8380 | Share of other comprehensive income of subsidiaries accounted for using the equity method | 61,219 | 1 | 8,573 | - |
| Total items that may be reclassified subsequently to profit or loss | 333,800 | 4 | 862,542 | 16 | |
| 8300 | Other Comprehensive Income for the Fiscal Year | 338,885 | 4 | 410,730 | 8 |
| 8500 | Total Comprehensive Income (Loss) for the Period | $ 3,552,199 | 42 | 3,150,505 | 58 |
| 9750 | Basic Earnings per Share (NT$) (Note 6(18)) | $ | 23.26 | 20.03 | |
| 9850 | Diluted Earnings per Share (NT$) (Note 6(18)) | $ | 20.74 | 17.88 |
(Please refer to the accompanying notes to the Parent Company Only Financial Statements)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
26
Ennoconn Corporation
Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Share Capital | Additional Paid-in Capital | Legal Reserve | Retained Earnings | Other Equity Items | Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Special Reserve | Undistributed Earnings | Total | Exchange Differences on Translation of Foreign Financial Statements | Unrealized Valuation Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income | Total | |||||
| Balance as of January 1, 2024 | 14,940,752 | 1,161,514 | 905,934 | 4,612,432 | 6,679,880 | (1,081,452) | 41,523 | (1,039,929) | 21,900,702 | |
| Net profit for the period | - | - | - | 2,739,775 | 2,739,775 | - | - | - | 2,739,775 | |
| Other comprehensive income (loss) for the period | - | - | - | - | 5,736 | 5,736 | 862,542 | (457,548) | 404,994 | 410,730 |
| Total Comprehensive Income (Loss) for the Period | - | - | - | - | 2,745,511 | 2,745,511 | 862,542 | (457,548) | 404,994 | 3,150,505 |
| Surplus allocation and distribution: Legal Reserve | - | - | 219,012 | - | (219,012) | - | - | - | - | - |
| Special Reserve | - | - | - | 133,995 | (133,995) | - | - | - | - | - |
| Cash Dividends on Common Share | - | - | - | - | (1,559,072) | (1,559,072) | - | - | - | (1,559,072) |
| Changes in Ownership Interests in Subsidiaries | - | (339,286) | - | - | - | - | - | - | - | (339,286) |
| Convertible Corporate Bond Conversion | 55,373 | 1,062,463 | - | - | - | - | - | - | - | 1,117,836 |
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | (27,546) | (27,546) | - | 27,546 | 27,546 | - |
| Balance as of December 31, 2024 | $1,375,372 | 15,663,929 | 1,380,526 | 1,039,929 | 5,418,318 | 7,838,773 | (218,910) | (388,479) | (607,389) | 24,270,685 |
| Balance as of January 1, 2025 | 15,663,929 | 1,380,526 | 1,039,929 | 5,418,318 | 7,838,773 | (218,910) | (388,479) | (607,389) | 24,270,685 | |
| Net profit for the period | - | - | - | 3,213,314 | 3,213,314 | - | - | - | 3,213,314 | |
| Other Comprehensive Income (Loss) After Tax for the Period | - | - | - | - | 18,699 | 18,699 | 333,800 | (13,614) | 320,186 | 338,885 |
| Total Comprehensive Income (Loss) for the Period | - | - | - | - | 3,232,013 | 3,232,013 | 333,800 | (13,614) | 320,186 | 3,552,199 |
| Surplus allocation and distribution: Legal Reserve | - | - | 271,797 | - | (271,797) | - | - | - | - | - |
| Special Reserve | - | - | - | (432,540) | 432,540 | - | - | - | - | - |
| Cash Dividends on Common Share | - | - | - | - | (1,677,985) | (1,677,985) | - | - | - | (1,677,985) |
| Changes in Ownership Interests in Subsidiaries | - | 67,161 | - | - | - | - | - | - | - | 67,161 |
| Convertible Corporate Bond Conversion | 83,492 | 1,429,989 | - | - | - | - | - | - | - | 1,513,481 |
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | 32,873 | 32,873 | - | (32,873) | (32,873) | - |
| Balance as of December 31, 2025 | $1,458,864 | 17,161,079 | 1,652,323 | 607,389 | 7,165,962 | 9,425,674 | 114,890 | (434,966) | (320,076) | 27,725,541 |
(Please refer to the accompanying notes to the Parent Company Only Financial Statements)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
Unit: NT$ thousand
2025
2024
Ennoconn Corporation
Statement of Cash Flows
For the Years Ended December 31, 2025 and 2024
| Cash Flows From Operating Activities: | 2025 | 2024 |
|---|---|---|
| Net Profit Before Tax for the Period | $ 3,471,025 | 2,999,324 |
| Adjustments for: | ||
| Income and Expense Items: | ||
| Depreciation Expense | 12,522 | 14,808 |
| Amortization expenses | 9,717 | 4,082 |
| Expected credit impairment loss (gains) | 25,836 | (25,338) |
| Net (gains) losses on financial assets and liabilities at fair value through profit or loss | 3,106 | (2,382) |
| Interest Expense | 117,580 | 91,121 |
| Interest Income | (25,314) | (22,387) |
| Share of profit of subsidiaries accounted for using the equity method | (2,880,487) | (2,369,421) |
| Gain on disposal of property, plant and equipment | - | (76) |
| Gain from Price Recovery (reversal gain) of Inventory | (58,132) | 10,100 |
| Loss on Inventory Scrap | 545 | 2,246 |
| Unrealized Profit on Sales | 10,573 | 26,474 |
| Realized gain or loss on sales | (26,474) | (60,139) |
| Total Revenue Expenses and Losses | (2,810,528) | (2,330,912) |
| Changes in Assets/Liabilities Related to Operating Activities: | ||
| Accounts Receivable (Including Related Parties) | (60,560) | (329,503) |
| Inventories | 34,902 | (597,873) |
| Other Current Assets | 238,951 | (382,463) |
| Accounts Payable (Including Related Parties) | (255,978) | 329,512 |
| Other Payables | 67,722 | (37,110) |
| Other Current Liabilities | 66,690 | (280,689) |
| Total Adjustments | (2,718,801) | (3,629,038) |
| Cash inflow from operations | 752,224 | (629,714) |
| Interest Received | 24,297 | 22,855 |
| Interest Paid | (59,437) | (29,697) |
| Income Taxes Paid | (248,823) | (438,527) |
| Net cash inflows (outflows) from operating activities | 468,261 | (1,075,083) |
| Cash Flows from Investing Activities: | ||
| Acquisition Financial Assets Measured at Amortized Cost | (9,991) | (62) |
| Acquisition investment using the equity method | (609,520) | (395,232) |
| Acquisition of Property, Plant and Equipment | (3,301) | (4,350) |
| Disposal of Property, Plant and Equipment | - | 76 |
| Acquisitions of Intangible Assets | (242) | (6,696) |
| Acquisition Right-of-Use Assets | (104) | - |
| Other Non-Current Assets | 25,014 | (66,224) |
| Dividends Received | 1,251,686 | 1,514,743 |
| Net Cash Outflow from Investing Activities | 653,542 | 1,042,255 |
| Cash Flows from Financing Activities: | ||
| Short-Term Borrowings | 1,260,000 | 1,099,000 |
| Repayment of Convertible Corporate Bonds | - | (300) |
| Guarantee deposits received | - | (40,555) |
| Repayment of the Principal Portion of Lease Liabilities | (4,053) | (6,896) |
| Distribute cash dividends | (1,677,985) | (1,559,072) |
| Net Cash Outflow from Financing Activities | (422,038) | (507,823) |
| The Effects of Changes in Foreign Exchange Rates on Cash and Cash Equivalents | (8,994) | (44,087) |
| Net (Decrease) Increase in Cash and Cash Equivalents for the Period | 690,771 | (584,738) |
| Beginning Balance of Cash and Cash Equivalents | 184,864 | 769,602 |
| Ending Balance of Cash and Cash Equivalents | $ 875,635 | 184,864 |
(Please refer to the accompanying notes to the Parent Company Only Financial Statements)
Chairman: Chu Fu-Chuan
Managerial Officer: Tsai Neng-Chi
Accounting Supervisor: Chuang Tsung-Hsien
28
Attachment 4
Ennoconn Corporation
Comparison Table of Amendment to the Company's "Procedures for Acquisition or Disposal of Assets"
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| Article 13: Information Disclosure Procedures When the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature of the transaction and in the prescribed format, announce and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date the fact occurs: | Article 13: Information Disclosure Procedures | |
| 1. Time Limits for Announcements and Filings When the Company acquires or disposes of assets and the transaction involves items required to be announced under Paragraph 2 of this Article and the transaction amount meets the threshold for required announcement and filing, the Company shall announce and file the relevant information on the website designated by the FSC within two days from the date on which the transaction occurs. | ||
| 2. Items and Thresholds Required for Announcement and Filing | ||
| (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof with a related party, where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more. However, this does not apply to the purchase and sale of domestic government bonds, bonds with repurchase or reverse repurchase agreements, or the subscription or redemption of | 1. The acquisition or disposal of equipment for business use is a normal operational activity of a company. In consideration of the materiality of information disclosure, a third subparagraph is added to Subparagraph 4 of Paragraph 1, raising the announcement threshold for publicly listed companies with paid-in capital of NT$50 billion or more that acquire or dispose of equipment for business use where the counterparty is not a related party to a transaction amount equal to or exceeding 5% of the company's |
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| money market funds issued by domestic securities investment trust enterprises. | ||
| 2. Engaging in mergers, demergers, acquisitions, or share transfers. | ||
| 3. Losses from derivative transactions reaching the overall or individual contract loss limit amount stipulated in the prescribed processing procedures. | ||
| 4. Acquiring or disposing of equipment or right-of-use assets thereof for business use, where the counterparty is not a related party and the transaction amount meets any of the following criteria: | ||
| (1) For public companies with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more. | ||
| (2) For publicly listed companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more. | ||
| (3) For publicly listed companies with paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the Company's paid-in capital. | ||
| 5. For publicly listed companies engaged in construction business, acquiring or disposing of real property or right-of-use assets thereof for construction use where the counterparty is not a related party and the transaction amount reaches NT$500 million or more; among | purchases and sales of government bonds, bonds with repurchase or reverse repurchase agreements, or subscriptions or redemptions of money market funds issued by domestic securities investment trust enterprises. | |
| (2) Engaging in mergers, demergers, acquisitions, or share transfers. | ||
| (3) Losses from derivative transactions reaching the overall or individual contract loss limit amount stipulated in the prescribed processing procedures. | ||
| (4) The acquired or disposed assets are equipment used for business operations or right-of-use assets thereof, the counterparty is not a related party, and the transaction amount meets any one of the following criteria: | ||
| 1. For public companies with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more. | ||
| 2. For public companies with paid-in capital of NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | ||
| (5) For publicly listed companies engaged in construction business, | paid-in capital. Subparagraph 2 of Subparagraph 4 of Paragraph 1 is also amended to set the announcement threshold for publicly listed companies with paid-in capital of NT$10 billion or more but less than NT$50 billion that acquire or dispose of equipment for business use where the counterparty is not a related party at a transaction amount of NT$1 billion. | |
| 2. In consideration of companies' need to utilize their operating funds through investment in fixed-income products for fund allocation to improve cash yield rates, the current announcement threshold of NT$300 million may subject large enterprises to frequent announcements. Based on the |
30
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| these, for companies with paid-in capital of NT$10 billion or more that dispose of real property from self-developed completed construction projects where the counterparty is not a related party, the transaction amount reaches NT$1 billion or more. | ||
| 6. Acquiring real property through owner-entrusted construction, land-lease entrusted construction, joint construction with separate housing allocation, joint construction with profit sharing, or joint construction with separate sales, where the counterparty is not a related party and the transaction amount the Company expects to invest reaches NT$500 million or more. | ||
| 7. For publicly listed companies with paid-in capital of NT$50 billion or more, purchases and sales of government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) on stock exchanges or over-the-counter markets of securities dealers, which do not fall under the proviso items of Item 8, where the counterparty is not a related party and the transaction amount reaches 5% or more of the Company's paid-in capital. | ||
| 8. Asset transactions other than those in the preceding seven items, disposal of creditor's rights by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the | acquiring or disposing of real property or right-of-use assets thereof for construction use where the counterparty is not a related party and the transaction amount reaches NT$500 million or more. For companies with paid-in capital of NT$10 billion or more, the disposal of real property from self-constructed completed construction projects where the counterparty is not a related party shall have a transaction amount of NT$1 billion or more. | |
| (6) Acquisition of real property through land-contribution construction, land-lease construction, joint construction with unit allocation, joint construction with profit sharing, or joint construction with separate sales arrangements, where the counterparty is not a related party and the estimated transaction amount to be invested by the Company reaches NT$500 million or more. | ||
| (7) Asset transactions other | materiality of information disclosure and taking into account the risk characteristics of the products, Subparagraph 7 is added to Paragraph 1, raising the announcement threshold for publicly listed companies with paid-in capital of NT$50 billion or more that trade government bonds, ordinary corporate bonds, and general financial bonds not involving equity rights (excluding subordinated bonds) on stock exchanges or over-the-counter markets, where such transactions do not fall under the provisos of Subparagraph 8 and the counterparty is not a related party, to a transaction amount equal to or exceeding 5% of the paid-in capital. |
31
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| Company's paid-in capital or NT$300 million or more. However, the following circumstances are excluded: | ||
| (1) Purchase and sale of domestic government bonds or foreign government bonds with a credit rating no lower than the sovereign credit rating of the Republic of China. | ||
| (2) For entities whose primary business is investment, securities transactions conducted on stock exchanges or over-the-counter markets of securities dealers, or subscription of foreign government bonds or publicly issued ordinary corporate bonds and general financial bonds not involving equity (excluding subordinated bonds) in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange-traded notes, or securities underwritten by securities dealers for underwriting business needs, or securities subscribed by securities dealers acting as counseling and recommending securities dealers for emerging stock companies in accordance with the regulations of the Taipei Exchange. | ||
| (3) Purchase and sale of bonds with repurchase or reverse repurchase agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | than those described in the preceding six subparagraphs, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following circumstances are excluded: | |
| 1. Purchase and sale of domestic government bonds or foreign government bonds with a credit rating no lower than the sovereign credit rating of the Republic of China. | ||
| 2. For entities whose primary business is investment, securities transactions conducted on stock exchanges or over-the-counter markets of securities dealers, or subscription of foreign government bonds or publicly issued ordinary corporate bonds and general financial bonds not involving equity (excluding subordinated bonds) in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange-traded notes, or securities underwritten by securities dealers for underwriting business needs, or securities subscribed by securities dealers acting as counseling and recommending securities dealers for emerging stock companies in accordance with the regulations of the Taipei Exchange. | 3. The current Subparagraph 7 of Paragraph 1 is renumbered as Subparagraph 8, with minor textual amendments. |
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| The transaction amounts referred to in the preceding paragraph shall be calculated in the following manner: | with the regulations of the Taipei Exchange. | |
| 1. The amount of each individual transaction. | 3. Purchase and sale of bonds with repurchase or reverse repurchase agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | |
| 2. The cumulative amount of transactions involving acquisition or disposal of the same type of assets with the same counterparty within one year. | (8) The transaction amounts for the seven categories mentioned above shall be calculated as follows, and the term ‘within one year’ shall be calculated by tracing back one year from the date on which the current transaction occurs; any portion that has already been announced in accordance with applicable regulations need not be included again. | |
| 3. The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of real property or right-of-use assets thereof under the same development project within one year. | 1 The amount of each individual transaction. | |
| 4. The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of the same security within one year. | 2 The cumulative amount of transactions involving acquisition or disposal of the same type of assets with the same counterparty within one year. | |
| The term ‘within one year’ as referred to in the preceding paragraph shall be calculated by tracing back one year from the date on which the current transaction occurs; any portion that has already been announced in accordance with these Regulations need not be included again. | 3 The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of real property or right-of-use assets under the same development project within one year. | |
| The Company shall, on a monthly | 4. The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of the same security within one year. |
33
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| basis, input into the information reporting website designated by the FSC the details of derivative financial instrument transactions conducted by the Company and its subsidiaries that are not domestic public companies up to the end of the previous month, in the prescribed format, before the 10th of each month. | ||
| When any item required to be announced by the Company pursuant to applicable regulations contains an error or omission that requires correction, the Company shall re-announce and report all items within two days from the date on which such error or omission becomes known. | ||
| When the Company acquires or disposes of assets, relevant contracts, minutes of meetings, reference books, appraisal reports, and opinion letters from Certified Public Accountants/CPAs, attorneys, or securities underwriters shall be kept at the Company and, unless otherwise provided by other laws, retained for a minimum of five years. | 3. Procedures for Public Announcement and Reporting | |
| (1) The Company shall process public announcements and reporting of relevant information on the website designated by the FSC. |
(2) The Company shall, on a monthly basis, input into the information reporting website designated by the FSC the details of derivative financial instrument transactions conducted by the Company and its subsidiaries that are not domestic public companies up to the end of the previous month, in the prescribed format, before the 10th of each month.
(3) When any item required to be announced by the Company pursuant to applicable regulations contains an error or omission that requires correction, the Company shall re-announce and report all items within two days from the date on which such error or omission becomes known.
(4) When the Company acquires or disposes of assets, relevant contracts, minutes of meetings, reference books, appraisal reports, and opinion letters from Certified Public Accountants/CPAs, | |
34
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| attorneys, or securities underwriters shall be kept at the Company and, unless otherwise provided by other laws, retained for a minimum of five years. |
(5) After the Company has made a public announcement and report of a transaction pursuant to the preceding paragraph, if any of the following circumstances arise, the Company shall process the public announcement and reporting of relevant information on the website designated by the FSC within two days from the date the fact occurs:
1 Any relevant contract signed for the original transaction is amended, terminated, or rescinded.
2 A merger, demerger, acquisition, or share transfer is not completed according to the schedule stipulated in the contract.
3 The content of the original public announcement or report has been changed. | |
| Article 16-2
The provisions in these Regulations regarding 10% of total assets shall be calculated based on the total asset amount in the most recent individual or separate financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Where a company's shares have | Article 16-2
The provisions in these Regulations regarding 10% of total assets shall be calculated based on the total asset amount in the most recent individual or separate financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Where a company's shares have | In coordination with the addition of provisions in Article 13 regarding announcement and reporting standards applicable to publicly listed companies with paid-in capital of NT$50 billion or more, Paragraph 2 is amended to |
| Revised Provisions | Current Provisions | Description: |
|---|---|---|
| no par value or a par value other than NT$10 per share, the provisions in these Regulations regarding transaction amounts equal to 20% of paid-in capital shall be calculated as 10% of equity attributable to owners of the Parent Company; the provisions regarding transaction amounts equal to 5% of paid-in capital shall be calculated as 2.5% of equity attributable to owners of the Parent Company; the provisions regarding transaction amounts where paid-in capital reaches NT$10 billion shall be calculated as NT$20 billion of equity attributable to owners of the Parent Company; and the provisions regarding transaction amounts where paid-in capital reaches NT$50 billion shall be calculated as NT$100 billion of equity attributable to owners of the Parent Company. | no par value or a par value other than NT$10 per share, the provisions in these Regulations regarding transaction amounts equal to 20% of paid-in capital shall be calculated as 10% of equity attributable to owners of the Parent Company. The provisions in these Regulations regarding transaction amounts where paid-in capital reaches NT$10 billion shall be calculated as NT$20 billion of equity attributable to owners of the Parent Company. | specify the calculation methods for 5% of paid-in capital and paid-in capital reaching NT$50 billion where a company's shares have no par value or a par value other than NT$10 per share. |
36
Attachment 5
Ennoconn Corporation
Comparison Table of Rules of Procedure for Shareholders' Meetings
| Amended Provision | Current Provisions | Description |
|---|---|---|
| Article 3 | ||
| (Paragraphs 1 through 3 omitted) | Article 3 | |
| (Paragraphs 1 through 3 omitted) | In conjunction with the amendment to Article 6, Paragraph 4 of the "Regulations Governing the Preparation and Filing of Meeting Agendas for Shareholders' Meetings of Public Companies," the scope of application requiring disclosure of meeting agenda booklets and related information at least thirty days prior to the Annual Shareholders' Meeting is expanded to cover all listed and OTC companies. | |
| The Company shall convert the shareholders' meeting notice, proxy forms, the subjects and explanatory materials for each agenda item (including ratification items, discussion items, and matters relating to the election or dismissal of directors and supervisors), the shareholders' meeting agenda booklet, and supplementary meeting materials into electronic files and transmit them to the Market Observation Post System no later than 30 days before the annual shareholders' meeting or 15 days before an extraordinary shareholders' meeting. The Company shall prepare the shareholders' meeting handbook and supplementary meeting materials no later than 15 days prior to the date of the shareholders' meeting, and make them available for shareholders to access at any time. Such materials shall be displayed at the Company and the professional shareholder services agency appointed by the Company. | ||
| (The following is omitted) | The Company shall, 30 days prior to an Annual Shareholders' Meeting or 15 days prior to an Extraordinary Shareholders' Meeting, prepare electronic files of the meeting notice, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of Directors, Supervisor, and other matters on the agenda, and upload them to the Market Observation Post System. Furthermore, the Company shall, 21 days prior to an Annual Shareholders' Meeting or 15 days prior to an Extraordinary Shareholders' Meeting, prepare electronic files of the meeting handbook and supplementary meeting materials, and upload them to the Market Observation Post System. However, if the Company's paid-in capital reaches or exceeds NT$10 billion as of the last day of the most recent fiscal year, or if the shareholding of foreign and mainland Chinese investors recorded in the shareholders' register reaches or exceeds 30% during the most recent Annual Shareholders' Meeting, the Company shall, 21 days prior to the Annual Shareholders' Meeting or 15 days prior to the annual extraordinary shareholder service, receive, and transfer the materials, and, if the shareholder service is not available, the Company shall, 21 days prior to the Annual Shareholders' Meeting or 15 days prior to the annual extraordinary shareholder service, receive, and transfer the materials, and, if the shareholder service is not available, the Company shall, 21 days prior to the Annual |
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| aforementioned electronic files shall be uploaded 30 days prior to the Annual Shareholders' Meeting. The meeting handbook and supplementary materials for the Shareholders' Meeting shall be prepared 15 days prior to the meeting date and made available for shareholders to access at any time, and shall be displayed at the Company and the professional shareholder services agent appointed by the Company. (The following is omitted) | ||
|---|---|---|
| Article 13 | ||
| (Paragraphs 1 through 6 omitted) |
The scrutineers and vote counters for proposal voting shall be appointed by the chairperson. However, the scrutineers must be shareholders.
When the Shareholders' Meeting includes an agenda item for the election of Directors where the number of candidates exceeds the number of seats to be filled, an agenda item for the dismissal of Directors, or an agenda item prescribed under Article 185 or Article 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, Paragraph 2, | Article 13
(Paragraphs 1 through 6 omitted)
The scrutineers and vote counters for proposal voting shall be appointed by the chairperson. However, the scrutineers must be shareholders.
(The following is omitted) | 1. When the Shareholders' Meeting includes an agenda item for the election of Directors where the number of candidates exceeds the number of seats to be filled, an agenda item for the dismissal of Directors, or an agenda item prescribed under Article 185 or Article 316 of the Company Act, Article 18, 27, |
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| Subparagraph 1 or Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act, it is advisable for the chairperson to designate a lawyer, Certified Public Accountant, or notary public as a vote supervisor. | 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, Paragraph 2, Subparagraph 1 or Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act, it is advisable for the chairperson to designate a lawyer, Certified Public Accountant, or notary public as a vote supervisor. | |
|---|---|---|
| The person designated by the chairperson pursuant to the preceding paragraph shall not be responsible for matters related to the voting process, nor shall such person be a Director, Managerial officer, or employee of the company or its Affiliates. | 2. The vote supervisor appointed by the chairperson pursuant to Paragraph 8 shall possess not only professional qualifications but also independence, so as to avoid disputes. In determining independence, a vote supervisor | |
| The vote supervisor shall oversee the voting and vote-counting process and shall sign the election results tally sheet. | ||
| If a vote supervisor is designated pursuant to Paragraph 8, the minutes of the Shareholders' Meeting shall record the name and title of the vote supervisor. | ||
| (The following paragraphs are renumbered accordingly) |
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| shall not participate in matters related to the voting process of the relevant Shareholders' Meeting, nor shall such person be a Director, Managerial officer, or employee of the company or its Affiliates. | ||
|---|---|---|
| 3. To clearly define the duties of both general vote supervisors and independent vote supervisors, namely to oversee the voting and vote-counting process at the venue of the Shareholders' Meeting and to sign the election results tally sheet to indicate accountability, Paragraph 10 is hereby added. | ||
| 4. The minutes of the Shareholders' Meeting shall |
| record the name of the vote supervisor in order to enhance transparency; therefore, Paragraph 11 is hereby added, requiring that the name and title of the independent vote supervisor designated under Paragraph 8 be recorded in the minutes. | ||
|---|---|---|
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Appendix 1
Ennoconn Corporation Rules of Procedure for hareholders' Meetings
Article 1 To establish an effective governance system for the Shareholders' Meeting of the Company, strengthen supervision functions, and enhance management efficiency, these Rules are formulated in accordance with Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
Article 2 The Rules of Procedure for the Shareholders' Meeting shall follow the provisions of these Rules, except as otherwise provided by laws, regulations, and Articles of Incorporation.
Article 3 The Shareholders' Meeting of the Company shall be convened by the Board of Directors, unless otherwise provided by laws and regulations.
The Company's convening of virtual Shareholders' Meetings shall, unless otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, be specified in the Articles of Incorporation and resolved by the Board of Directors. The virtual Shareholders' Meeting shall be conducted upon resolution by the Board of Directors with the attendance of at least two-thirds of the directors and the approval of a majority of the attending directors.
Any change in the method of convening the Shareholders' Meeting of the Company shall be resolved by the Board of Directors and finalized prior to the issuance of the meeting notice.
The Company shall, 30 days prior to an Annual Shareholders' Meeting or 15 days prior to an Extraordinary Shareholders' Meeting, prepare electronic files of the meeting notice, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of Directors, and other matters on the agenda, and upload them to the Market Observation Post System. Furthermore, the Company shall, 21 days prior to an Annual Shareholders' Meeting or 15 days prior to an Extraordinary Shareholders' Meeting, prepare electronic files of the meeting handbook and supplementary meeting materials, and upload them to the Market Observation Post System. However, if the Company's paid-in capital reaches or exceeds NT$10 billion as of the last day of the most recent fiscal year, or if the shareholding of foreign and mainland Chinese investors recorded in the shareholders' register reaches or exceeds 30% during the most recent Annual Shareholders' Meeting, the aforementioned electronic files shall be uploaded 30 days prior to the Annual Shareholders' Meeting. The meeting handbook and supplementary materials for the Shareholders' Meeting shall be prepared 15 days prior to the meeting date and made available for shareholders to access at any time, and shall be displayed at the Company and the professional shareholder services agent appointed by the Company.
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The meeting handbook and supplementary materials mentioned in the preceding paragraph shall be provided by the Company for shareholders' reference on the day of the Shareholders' Meeting in the following manner:
- When convening a physical Shareholders' Meeting, physical documents shall be distributed at the meeting venue.
- When convening a video-assisted Shareholders' Meeting, physical documents shall be distributed at the meeting venue, and electronic files shall be uploaded to the video conference platform.
- When convening a virtual Shareholders' Meeting, electronic files shall be uploaded to the video conference platform. The notice and announcement shall specify the reasons for convening the meeting. With the recipient's consent, the notice may be delivered electronically.
The election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for the termination of public offering, approval of directors' competing business activities, capitalization of earnings, capitalization of capital reserves, company dissolution, merger, demerger, or any matters set forth in Paragraph 1, Article 185 of the Company Act, matters specified in Article 26-1 and Article 43-6 of the Securities and Exchange Act, and matters specified in Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed and explained in the reasons for convening the meeting, and shall not be proposed as extempore motions. The main content of such matters may be posted on the website designated by the securities regulatory authority or the Company, and the website address shall be indicated in the notice.
If the reasons for convening the Shareholders' Meeting already specify a full re-election of directors and supervisors, and the date of assumption of office is stated, once the re-election is completed at the meeting, the date of assumption of office shall not be changed by extempore motion or any other means during the same meeting.
Shareholders holding one percent or more of the total issued shares may submit only one proposal to the Company for discussion at the Annual Shareholders' Meeting. If more than one proposal is submitted, none will be included in the agenda. Furthermore, if a proposal submitted by a shareholder falls under any of the circumstances set forth in Paragraph 4, Article 172-1 of the Company Act, the Board of Directors may exclude it from the agenda. Shareholders may submit only one proposal urging the Company to promote public interest or fulfill its social responsibilities. The procedural requirements shall comply with Article 172-1 of the Company Act. If more than one proposal is submitted, none will be included in the agenda.
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The Company shall, prior to the book closure date before the Annual Shareholders' Meeting, publicly announce the acceptance of shareholders' proposals, including the methods of acceptance in writing or electronically, the location of acceptance, and the acceptance period, which shall not be less than ten days.
Proposals submitted by shareholders shall be limited to 300 characters; proposals exceeding 300 characters will not be included in the agenda. The proposing shareholder shall attend the Annual Shareholders' Meeting in person or by proxy and participate in the discussion of the proposal.
The Company shall, prior to the date of the notice of convocation of the Shareholders' Meeting, notify the proposing shareholders of the processing results, and include proposals that comply with the provisions of this article in the meeting notice. For shareholder proposals not included in the agenda, the Board of Directors shall explain the reasons for their exclusion at the Shareholders' Meeting.
Article 4 Shareholders may, for each Shareholders' Meeting, issue a proxy form printed by the Company, specifying the scope of authorization to appoint a proxy to attend the meeting on their behalf.
A shareholder may issue only one proxy form and appoint only one proxy. The proxy form shall be delivered to the Company five days prior to the date of the Shareholders' Meeting. When duplicate proxy forms are received, the one received earliest shall prevail. However, this restriction does not apply if a declaration is made to revoke the previous proxy appointment.
After the proxy form has been delivered to the Company, if a shareholder wishes to attend the Shareholders' Meeting in person or exercise voting rights in writing or electronically, the shareholder shall notify the Company in writing to revoke the proxy appointment at least two days prior to the date of the Shareholders' Meeting. If the revocation is made after this deadline, the voting rights exercised by the proxy shall prevail.
After the proxy form has been delivered to the Company, if a shareholder wishes to attend the Shareholders' Meeting via video conference, the shareholder shall notify the Company in writing to revoke the proxy appointment at least two days prior to the date of the Shareholders' Meeting. If the revocation is made after this deadline, the voting rights exercised by the proxy shall prevail.
Article 5 The venue of the Shareholders' Meeting shall be located at the Company's premises or at a location that is convenient for shareholders to attend and suitable for the meeting. The meeting shall start no earlier than 9:00 a.m. and no later than 3:00 p.m. The venue and time will be determined with careful consideration of the opinions of the Independent Directors.
When the Company convenes a Shareholders' Meeting via video conference, it is not subject to the restrictions on meeting venue as mentioned in the preceding paragraph.
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Article 6
The Company shall specify in the meeting notice the time and place for shareholder, solicitor, and proxy (shareholders) registration, and other matters that require attention.
The registration time for shareholders mentioned in the preceding paragraph shall begin at least thirty minutes before the meeting. The registration desk shall be clearly marked and staffed with sufficient and competent personnel. For Shareholders' Meetings held via video conference, registration will be accepted on the video conference platform thirty minutes before the meeting begins. Shareholders who have completed registration will be considered have attended the Shareholders' Meeting in person.
Shareholders shall attend the meeting by presenting their attendance certificates, sign-in cards, or other attendance credentials. The Company shall not require shareholders to provide additional identification documents beyond those used to verify attendance. Solicitors of proxy forms shall also present identification documents for verification.
The Company shall provide an attendance book for shareholders to sign in, or shareholders may submit their sign-in cards in lieu of signing in.
The Company shall provide attending shareholders with the meeting handbook, annual report, attendance certificate, speaker's slips, voting ballots, and other meeting materials. Separate ballots shall also be provided if there is an election of Directors.
When a government or legal entity is a shareholder, more than one representative may attend the Shareholders' Meeting. When a legal entity is entrusted to attend the Shareholders' Meeting, it may only appoint one representative to attend.
When a Shareholders' Meeting is held via video conference, shareholders who wish to attend via video shall register with the Company two days prior to the meeting.
When a Shareholders' Meeting is held via video conference, the Company shall upload the meeting handbook, annual report, and other relevant materials to the video conference platform at least thirty minutes before the meeting begins, and shall keep these materials accessible until the end of the meeting.
Article 6-1: When the Company convenes a video conference for Shareholders' Meeting, the following matters shall be specified in the meeting notice:
- Methods for shareholders to participate in and exercise their rights at the video conference.
- The handling procedures for situations where the video conference platform or virtual participation is disrupted due to natural disasters, incidents, or other force majeure events, which shall include at least the following matters:
(1) The time which the aforementioned disruptions that cannot be resolved, necessitating the postponement or continuation of the meeting, as well as the rescheduled date if the meeting is postponed or continued.
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(2) Shareholders who have not registered to participate in the original Shareholders' Meeting via video conference may not participate in the postponed or continued meeting.
(3) When convening a video-assisted Shareholders' Meeting, if the video conference cannot continue, the meeting shall proceed after deducting the attendance number of shares of shareholders participating via video, provided that the remaining number of shares present still reaches the legal quorum required for the meeting. For shareholders participating via video conference, their attendance number of shares shall be counted towards the total number of shares present but will be deemed to have abstained from voting on all proposals of that Shareholders' Meeting.
(4) The handling procedures for situations where the results of all proposals have been announced and no extraordinary motions have been conducted.
- When convening a Shareholders' Meeting via video conference, appropriate alternative measures provided for shareholders who have difficulty participating in the Shareholders' Meeting via video shall be specified. Except for the circumstances stipulated in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and specify the period during which shareholders may apply to the Company and other relevant matters that should be noted.
Article 7 If the Shareholders' Meeting is convened by the Board of Directors, the Chairman shall serve as the chairperson of the meeting. When the Chairman is on leave or unable to exercise their authority for any reason, the Vice Chairman shall act as their deputy. If there is no Vice Chairman or the Vice Chairman is also on leave or unable to exercise their authority for any reason, the Chairman shall designate one Managing Director to act as the deputy. If there are no Managing Directors, the Chairman shall designate one Director to act as the deputy. If the Chairman has not designated a deputy, the Managing Directors or Directors shall elect one person from among themselves to serve as the deputy.
When the chairperson is served by a Managing Director or Director as deputy mentioned in the preceding paragraph, the Managing Director or Director shall have served in that position for more than six months and have an understanding of the Company's financial and business conditions. The same applies if the chairperson is a representative of a corporate director.
For Shareholders' Meetings convened by the Board of Directors, the Chairman should preside over the meeting in person. It is advisable that more than half of the directors, at least one member of the Audit Committee, and at least one representative from each Functional Committee attend the meeting, with the attendance recorded in the minutes of the Shareholders' Meeting.
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If the Shareholders' Meeting is convened by someone other than the Board of Directors who has the right to convene, that person shall serve as the chairperson. When there are two or more persons who have the right to convene, they shall select one person from among themselves to serve as the chairperson.
The Company may appoint its attorneys, CPAs, or relevant personnel to attend the Shareholders' Meeting.
Article 8 The Company shall make an uninterrupted audio and video recording of the shareholder registration process, the proceedings of the meeting, and the voting and vote counting processes from the time of shareholder registration.
The audio and video materials referred to in the preceding paragraph shall be preserved for at least one year. However, in the event of a lawsuit filed by a shareholder pursuant to Article 189 of the Company Act, they shall be preserved until the conclusion of the litigation.
When the Shareholders' Meeting is held by video conference, the Company shall record and preserve the data regarding shareholder registration, sign-in, attendance, questions, voting, and the Company's vote counting results, and shall make an uninterrupted audio and video recording of the entire video conference.
The data and video recordings referred to in the preceding paragraph shall be properly preserved by the Company during its period of existence, and the audio and video recordings shall be provided to the entity entrusted with handling the video conference affairs for preservation.
When the Shareholders' Meeting is held by video conference, the Company should make audio and video recordings of the back-end operating interface of the video conference platform.
Article 9 Attendance at Shareholders' Meetings shall be calculated based on shares. The number of shares in attendance shall be calculated based on the attendance book or cards handed in, plus the number of shares checked in on the video conference platform, and the number of shares whose voting rights are exercised by writing or electronic means.
When the meeting time arrives, the chairperson shall immediately announce the commencement of the meeting and disclose relevant information such as the number of shares without voting rights and the number of shares represented at the meeting. However, when the shareholders in attendance represent less than half of the total number of issued shares, the chairperson may announce a postponement of the meeting. The number of postponements shall be limited to two, and the total time of postponement shall not exceed one hour. If, after two postponements, the shareholders in attendance still do not represent more than one-third of the total number of issued shares, the chairperson shall announce that the meeting is adjourned. When the Shareholders' Meeting is held by video conference, the Company shall also announce the adjournment of the meeting on the video conference platform.
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If, after two postponements as mentioned in the preceding paragraph, the shareholders present still do not constitute the required quorum but represent more than one-third of the total number of issued shares, a tentative resolution may be adopted in accordance with 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. When the Shareholders' Meeting is held by video conference, shareholders who wish to attend by video shall re-register with the Company in accordance with Article 6.
Before the end of the current meeting, if the number of shares represented by the shareholders reaches more than half of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote at the Shareholders' Meeting in accordance with Article 174 of the Company Act.
Article 10 If the Shareholders' Meeting is convened by the Board of Directors, the agenda shall be determined by the Board. All related proposals (including extraordinary motions and amendments to the original proposals) shall be voted on case by case. The meeting shall proceed according to the scheduled agenda, which shall not be changed without a resolution of the Shareholders' Meeting.
If the Shareholders' Meeting is convened by a person with the right to convene other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.
The scheduled agenda in the preceding two paragraphs shall not be declared adjourned by the chairperson without a resolution before the conclusion of all proceedings (including extraordinary motions). If the chairperson violates the rules of procedure and declares the meeting adjourned, other members of the Board of Directors shall promptly assist the shareholders to elect a new chairperson with the approval of a majority of the voting rights represented by the attending shareholders according to legal procedures, and the meeting shall continue.
The chairperson shall provide ample opportunity for the explanation and discussion of proposals, amendments, or extraordinary motions proposed by shareholders. Once the chairperson deems the proposal sufficiently discussed to put it to a vote, they may announce the end of the discussion, call for a vote, and allocate sufficient time for voting.
Article 11 Before a shareholder speaks, they must first complete a speaking slip stating the main points of their speech, their shareholder account number (or attendance certificate number), and their account name. The chairperson shall determine the order of speeches.
Attending shareholders who submit a speaking slip but do not speak shall be deemed not to have spoken. If the content of the speech differs from what is recorded on the speaking slip, the actual content of the speech shall prevail.
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For the same proposal, each shareholder may not speak more than twice without the consent of the chairperson, and each speech may not exceed five minutes. If a shareholder's speech violates regulations or exceeds the scope of the agenda item, the chairperson may stop the speech.
When a shareholder is speaking, other shareholders shall not interrupt unless they have obtained the consent of both the chairperson and the speaking shareholder. The chairperson shall intervene if there are any violations.
When a corporate shareholder appoints two or more representatives to attend the Shareholders' Meeting, only one person may be designated to speak on the same proposal.
After a shareholder has spoken, the chairperson may respond in person or designate relevant personnel to respond.
When a shareholders' meeting is held by video conference, shareholders participating by video may submit questions in text form on the video conference platform from the time the chairperson announces the meeting's commencement until the meeting's adjournment is declared. For each proposal, questions may not be submitted more than twice, and each submission is limited to 200 characters. The provisions of paragraphs 1 to 5 do not apply to such questions.
If the questions mentioned in the preceding paragraph do not violate regulations or exceed the scope of the proposal, they should be disclosed on the video conference platform for everyone's information.
Article 12 Voting at Shareholders' Meetings shall be calculated based on shares.
Resolutions of the Shareholders' Meeting shall not include the number of shares of shareholders with no voting rights in the total number of issued shares.
A shareholder has a personal interest in a matter under discussion, which may impair the interests of the Company, shall not vote on the matter and shall not exercise voting rights as a proxy for other Shareholders.
The number of shares with voting rights that cannot be exercised as mentioned in the preceding paragraph shall not be counted in the voting rights of shareholders present at the meeting.
Except for trust enterprises or stock agencies approved by the securities regulatory authority, when a person is concurrently entrusted by two or more shareholders, the voting rights represented by that person may not exceed three percent of the total voting rights of the total issued shares. Any voting rights in excess of this limit shall not be counted.
Article 13 Each shareholder shall have one voting right per share. However, this shall not apply to those with restricted rights or those without voting rights as listed in Article 179, Paragraph 2 of the Company Act.
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When the Company convenes a shareholders' meeting, shareholders may exercise their voting rights through electronic voting and written methods. The method of exercising voting rights shall be specified in the notice of the shareholders' meeting. Shareholders who exercise their voting rights in writing or by electronic means shall be deemed to have attended the shareholders' meeting in person. However, regarding extraordinary motions and amendments to original proposals at that Shareholders' Meeting, such shareholders shall be deemed to have waived their voting rights. Therefore, the Company should avoid proposing extraordinary motions and amendments to original proposals.
Shareholders who exercise their voting rights in writing or by electronic means as mentioned in the preceding paragraph shall deliver their expression of intent to the Company two days before the shareholders' meeting. In the case of duplicate expressions of intent, the one received first shall prevail. However, this shall not apply to those who declare the revocation of their prior expression of intent.
When a Shareholders' Meeting is convened by video conference, if shareholders who have already exercised their voting rights in writing or by electronic means wish to attend the shareholders' meeting in person or by video conference, they shall revoke their expression of intent to exercise voting rights mentioned in the preceding paragraph two days before the shareholders' meeting, using the same method as they used to exercise their voting rights. In case of late revocation, the voting rights exercised in writing or by electronic means shall prevail. If shareholders exercise their voting rights in writing or by electronic means and also appoint a proxy to attend the shareholders' meeting, the voting rights exercised by the proxy shall prevail.
Voting on proposals shall be approved by a majority of the voting rights of shareholders present, unless otherwise provided by the Company Act and the Articles Of Incorporation of the Company. During the voting process, except in cases where the chairperson seeks the opinion of the meeting and there is no objection, which shall be deemed approved, the chairperson or a designated personnel shall announce the total number of voting rights of the shareholders present for each proposal. The results of the shareholders' approval, opposition, and abstention shall be recorded in the Market Observation Post System on the day of the shareholders' meeting.
When there are amendments or alternative proposals to the same proposal, the chairperson shall determine the order of voting together with the original proposal. If one of the proposals has been approved, the other proposals shall be deemed rejected and no further voting is necessary.
The scrutineers and vote counters for proposal voting shall be appointed by the chairperson. However, the scrutineers must be shareholders.
The counting of votes for voting or election proposals at the shareholders' meeting shall be conducted openly at the meeting venue. The voting results, including the number of votes counted, shall be announced immediately after the counting is completed, and records shall be made.
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When the Company convenes a Shareholders' Meeting via video conference, shareholders participating through the platform shall cast their votes on various proposals and election items, after the chairperson announces the commencement of the meeting and before the chairperson declares the end of voting. Any votes submitted after the deadline shall be deemed to have abstained.
When a shareholders' meeting is convened by video conference, the votes shall be counted at once after the chairperson announces the end of voting, and the voting and election results shall be announced.
When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend via video conference in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall cancel their registration in the same manner as registration, at least two days before the shareholders' meeting. Shareholders who cancel after the deadline may only attend the shareholders' meeting via video conference.
Shareholders who have exercised their voting rights in writing or by electronic means, and have not revoked their declaration of intent, may not exercise their voting rights on the original proposals, propose amendments to the original proposals, or exercise voting rights on amendments to the original proposals if they participate in the meeting via video conference. This restriction does not apply to extraordinary motions.
Article 14 When Directors are to be elected at a Shareholders' Meeting, the election shall be conducted in accordance with the relevant election regulations established by the Company. The election results shall be announced on the spot, including the list of elected Directors and their election rights, as well as the list of non-elected Directors and Supervisors and the number of election rights they received.
The ballots for the election matters mentioned in the preceding paragraph shall be sealed and signed by the ballot supervisors and properly kept for at least one year. However, in the event of a lawsuit filed by a shareholder pursuant to Article 189 of the Company Act, they shall be preserved until the conclusion of the litigation.
Article 15 The resolutions of the Shareholders' Meeting shall be recorded in the minutes, which shall be signed or sealed by the chairperson, and the minutes shall be distributed to all shareholders within twenty days after the meeting. The minutes may be prepared and distributed by electronic means.
The minutes mentioned in the preceding paragraph may be distributed through an announcement entered into the Market Observation Post System.
The minutes shall accurately record the year, month, day, venue, name of the chairperson, method of resolution, summary of the proceedings, and voting results (including the calculated number of voting rights). When there is an election of Directors, the number of votes received by each candidate shall be disclosed. During the existence of the Company, the minutes shall be permanently preserved.
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When a Shareholders' Meeting is convened by video conference, the meeting minutes shall include, in addition to the required matters specified in the preceding paragraph, the start and end times of the meeting, the method of convening, the names of the chairperson and the recorder, as well as the handling methods related to any disruptions in the video conference platform or virtual participation caused by natural disasters, incidents, or other force majeure events.
When the Company convenes a video Shareholders' Meeting, in addition to complying with the provisions of the preceding paragraph, the minutes shall also record the alternative measures provided to shareholders who have difficulty participating in the meeting by video.
Article 16 The Company shall, on the day of the Shareholders' Meeting, compile a statistical table in the prescribed format showing the number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares represented by shareholders attending in writing or by electronic means. This information shall be clearly displayed at the venue of the Shareholders' Meeting. When a Shareholders' Meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least thirty minutes before the meeting begins, and shall keep these materials accessible until the end of the meeting.
When the Company convenes a video Shareholders' Meeting, at the time of announcing the commencement of the meeting, the total number of shares represented by the attending shareholders shall be disclosed on the video conference platform. The same applies if the total number of shares and voting rights of the attending shareholders are calculated during the meeting.
If any resolution of the Shareholders' Meeting constitutes material information as defined by laws and regulations or the Taiwan Stock Exchange Corporation (Taipei Exchange) regulations, the Company shall, within the prescribed time frame, upload the details to the Market Observation Post System.
Article 17 Personnel handling administrative matters at the Shareholders' Meeting shall wear identification cards or armbands.
The chairperson may direct marshals or security personnel to assist in maintaining order at the meeting venue. When marshals or security personnel are present to assist in maintaining order, they shall wear armbands or identification cards marked with the word "Marshal."
When amplification equipment is available at the meeting venue, if a Shareholder uses equipment not provided by the Company to speak, the chairperson may stop the Shareholder.
When a Shareholder violates the rules of procedure, disobeys the chairperson's correction, and continues to obstruct the proceedings of the meeting despite being asked to stop, the chairperson may direct marshals or security personnel to escort the Shareholder from the venue.
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Article 18 During the meeting, the chairperson may announce a break at an appropriate time. In the event of force majeure, the chairperson may rule to temporarily suspend the meeting and announce the time to resume the meeting depending on the circumstances.
When the agenda scheduled for the Shareholders' Meeting is not concluded (including extraordinary motions) before the venue becomes unavailable, the Shareholders' Meeting may resolve to continue the meeting at an alternative venue.
The Shareholders' Meeting may resolve to postpone or continue the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 When a Shareholders' Meeting is convened via video conference, the Company shall, in accordance with regulations, immediately disclose the voting results of each proposal and the election results on the video conference platform after the conclusion of voting, and shall continue to disclose this information for at least fifteen minutes after the chairperson announces the adjournment of the meeting.
Article 20 When the Company convenes a Shareholders' Meeting via video conference, the chairperson and the minutes recorder shall be located at the same location within the country, and the chairperson shall announce the address of that location at the beginning of the meeting.
Article 21 When a Shareholders' Meeting is convened via video conference, the Company may provide a simple connection test for Shareholders before the meeting, and provide assistance in real-time before and during the meeting to address technical issues related to communication.
When a Shareholders' Meeting is convened via video conference, the chairperson shall, when announcing the commencement of the meeting, separately announce that except for the circumstances specified in Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies where postponement or continuation of the meeting is not required, if the video conference platform or video participation is obstructed due to natural disasters, incidents, or other force majeure events for more than thirty consecutive minutes before the chairperson announces the adjournment of the meeting, the meeting shall be postponed or continued within five days, and the provisions of Article 182 of the Company Act shall not apply.
In the event of a postponement or continuation of the meeting as mentioned in the preceding paragraph, shareholders who have not registered to participate in the original Shareholders' Meeting by video conference may not participate in the postponed or continued meeting.
For meetings that must be postponed or continued as specified in Paragraph 2, shareholders who registered for the original Shareholders' Meeting via video conference and completed check-in but do not participate in the postponed or continued meeting shall have their attendance shares, votes cast, and election rights exercised at the original meeting counted in the total number of shares, voting rights, and election rights of shareholders present at the postponed or continued meeting.
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When proceeding with the postponement or continuation of a Shareholders' Meeting in accordance with Paragraph 2, for proposals where voting and counting have been completed, and the voting results or the list of elected Directors and Supervisors have been announced, there is no need for re-discussion and resolution.
When the Company convenes a video-assisted Shareholders' Meeting and encounters circumstances described in Paragraph 2 where the video conference cannot continue, the meeting shall proceed without the need for postponement or continuation under Paragraph 2, provided that, after deducting the attendance of shareholders participating via video conference, the total number of shares present still reach the legal quorum required for holding the Shareholders' Meeting.
In the event that the meeting should continue as described in the preceding paragraph, the attendance shares of shareholders participating in the Shareholders' Meeting by video conference shall be counted in the total number of shares present at the meeting. However, these shareholders shall be deemed to have abstained from voting on all proposals of that Shareholders' Meeting.
When the Company postpones or continues a meeting in accordance with Paragraph 2, it shall handle the relevant preliminary procedures according to the original Shareholders' Meeting date and the provisions of respective articles, as specified in Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For the periods specified in the latter part of Article 12 and Article 13, Paragraph 3 of the Rules 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 them according to the date of the Shareholders' Meeting that is postponed or continued in accordance with Paragraph 2.
Article 22: When the Company convenes a Shareholders' Meeting via video conference, it shall provide alternative measures for shareholders who have difficulties attending the meeting by video conference, allowing them to exercise their voting rights in writing or by electronic means. Except for the circumstances stipulated in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and specify the period during which shareholders may apply to the Company and other relevant matters that should be noted.
Article 23: These Rules shall be implemented after approval by the Shareholders' Meeting, and the same applies when amendments are made.
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Appendix 2
Ennoconn Corporation
Procedures for Acquisition or Disposal of Assets
Article 1: Purpose
To establish a systematic framework for the acquisition and disposal of company assets, ensure that all acquisitions and disposals of company assets are subject to appropriate evaluation and approval, implement information disclosure, and comply with applicable laws and regulations.
Article 2: Legal Basis
The legal basis is established in accordance with Article 36-1 of the Securities and Exchange Act (hereinafter referred to as "the Act") and the relevant provisions of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" promulgated by the Financial Supervisory Commission (hereinafter referred to as "FSC").
Article 3: Scope of Assets
- Investments such as stocks, government bonds, corporate bonds, financial bonds, securities representing funds, depositary receipts, warrants, beneficiary securities, and asset-backed securities.
- Real property (including land, buildings and structures, investment properties, and inventory of construction businesses) and equipment.
- Membership certificates.
- Intangible assets such as patent rights, copyrights, trademark rights, and franchise rights.
- Right-of-use assets
- Claims of financial institutions (including receivables, purchase and discount of foreign exchange and loans, overdue receivables)
- Derivative instruments.
- Assets acquired or disposed of through mergers, demergers, acquisitions, or share transfers in accordance with applicable laws.
- Other significant assets.
Article 4: Definitions
- Derivative instruments: refers to forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, combinations of the aforementioned contracts, or hybrid contracts or structured products embedded with derivative instruments, whose value is derived from a specific interest rate, financial instrument price, commodity price, exchange rate, price or rate index, credit rating or credit index, or other variables. The term "forward contracts" as used herein does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, or long-term purchase (sales) contracts.
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Assets acquired or disposed of through mergers, demergers, acquisitions, or share transfers in accordance with applicable laws: refers to assets acquired or disposed of through mergers, demergers, or acquisitions conducted pursuant to the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act, or other applicable laws, or through the issuance of new shares to acquire shares of another company pursuant to Article 156-3 of the Company Act (hereinafter referred to as "share transfer").
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Related parties: refers to those as defined under International Financial Reporting Standard No. 24 recognized by the Financial Supervisory Commission.
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Subsidiaries: refers to those as defined under International Financial Reporting Standards No. 27 and No. 28 recognized by the Financial Supervisory Commission.
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Professional appraisers: refers to real estate appraisers or other persons legally authorized to conduct appraisals of real estate and equipment.
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Date of occurrence: refers to the earliest of the following dates: the contract signing date, payment date, entrustment transaction date, transfer registration date, Board Of Directors resolution date, or any other date sufficient to determine the counterparty and transaction amount. However, for investments requiring approval from the competent authority, the earlier of the aforementioned dates or the date of receipt of approval from the competent authority shall prevail.
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Investment in Mainland China: refers to investments in Mainland China conducted in accordance with the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area by the Investment Commission of the Ministry of Economic Affairs.
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The term "most recent financial statements" refers to the financial statements that have been publicly disclosed by the Company in accordance with applicable laws, audited or reviewed and certified by a Certified Public Accountant/Cpa, prior to the acquisition or disposal of assets.
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Professional investors: refers to financial holding companies, banks, insurance companies, bills finance companies, trust enterprises, securities dealers engaged in proprietary trading or underwriting, futures dealers engaged in proprietary trading, securities investment trust enterprises, securities investment advisory enterprises, and fund management companies established in accordance with applicable laws and regulated by the local financial competent authority.
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Securities exchanges: domestic securities exchanges refer to the Taiwan Stock Exchange Corporation; foreign securities exchanges refer to any organized securities trading market regulated by the securities competent authority of the respective country.
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- Securities dealers' business premises: domestic securities dealers' business premises refer to the premises where securities dealers conduct transactions over dedicated counters in accordance with the Regulations Governing Over-the-Counter Trading of Securities by Securities Firms; foreign securities dealers' business premises refer to the business premises of financial institutions regulated by foreign securities competent authorities and authorized to conduct securities business.
Article 5: The investment limits for non-operating real estate and marketable securities by the Company and its subsidiaries shall be handled in accordance with the following provisions:
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Investment limits for the Company:
(1) Investments in real estate not for business use shall not exceed 50% of the Company's net worth.
(2) The total amount of investments in marketable securities shall not exceed 350% of the Company's net worth, and the total amount of investments in any individual marketable security shall not exceed 200% of the Company's net worth. -
Investment limits for subsidiaries:
(1) Investments in real estate not for business use shall not exceed 50% of the Parent Company's net worth.
(2) The total amount of securities investments shall not exceed 350% of the Parent Company's net worth, and the total amount invested in individual securities shall not exceed 200% of the Parent Company's net worth.
The calculation of the aforementioned total amount of securities investments shall be based on the original investment cost.
Article 6: Appraisal Reports or Opinion Letters:
- For appraisal reports or opinion letters issued by Certified Public Accountants/CPAs, attorneys, or securities underwriters obtained by the Company, the professional appraisers and their appraisal personnel, Certified Public Accountants/CPAs, attorneys, or securities underwriters shall comply with the following requirements:
(1) Has never been sentenced to imprisonment for one year or more by a final and binding judgment for violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or criminal offenses committed in the course of business. However, this restriction shall not apply if three years have elapsed since the completion of the sentence, the expiration of the probation period, or the grant of amnesty.
(2) Shall not be a related party or be in a situation of substantive related-party relationship with any party to the transaction.
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(3) If appraisal reports from two or more professional appraisers are required, different professional appraisers or appraisal personnel shall not be related parties to each other or be in a situation of substantive related-party relationship.
The personnel referred to in the preceding paragraph shall, when issuing appraisal reports or opinion letters, act in accordance with the self-regulatory norms of their respective industry associations and the following requirements:
(1) Prior to accepting an engagement, they shall carefully assess their own professional competence, practical experience, and independence.
(2) When executing an engagement, they shall properly plan and implement appropriate working procedures to form conclusions and issue reports or opinion letters accordingly; and shall accurately record all procedures performed, information collected, and conclusions reached in the engagement working papers.
(3) The sources of data, parameters, and information used shall be evaluated item by item for their appropriateness and reasonableness, to serve as the basis for issuing the appraisal report or opinion letter.
(4) The declaration shall include matters such as the professionalism and independence of the relevant personnel, the assessment that the information used is appropriate and reasonable, and compliance with applicable laws and regulations.
- If the Company acquires or disposes of assets under Articles 7, 8, 9, and 10 through court auction proceedings, the certification documents issued by the court may be used in lieu of an appraisal report or a Certified Public Accountant/CPA opinion.
Article 7: Procedures for the Acquisition or Disposal of Real Property, Equipment, or Right-of-Use Assets
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Evaluation Procedures: The evaluation of the acquisition or disposal of real property, equipment, or right-of-use assets by the Company shall be conducted by the asset-responsible department through a feasibility assessment report, and shall only be carried out after approval in accordance with the Company's authorized approval authority regulations.
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Operating Procedures:
(1) For the acquisition or disposal of real property, equipment, or right-of-use assets by the Company, except for transactions with domestic government agencies, owner-engaged construction on self-owned land, leased-land construction, or the acquisition or disposal of equipment or right-of-use assets for business use, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report from a professional appraiser shall be obtained prior to the date the transaction occurs, and the following requirements shall be met:
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1 When a restricted price, specific price, or special price must be used as a reference basis for the transaction price due to special circumstances, the transaction shall first be approved by a resolution of the Board Of Directors, and the same shall apply when there are subsequent changes to the transaction terms.
2 Where the transaction amount reaches NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
3 Where the appraisal results of the professional appraiser(s) fall under any of the following circumstances, unless the appraisal results for asset acquisition are all higher than the transaction amount or the appraisal results for asset disposal are all lower than the transaction amount, a Certified Public Accountant/CPA shall be engaged to provide a specific opinion on the reasons for the discrepancy and the reasonableness of the transaction price:
(1) The discrepancy between the appraisal result and the transaction amount reaches 20% or more of the transaction amount.
(2) The discrepancy between the appraisal results of two or more professional appraisers reaches 10% or more of the transaction amount.
4 The date on which the professional appraiser issues the report and the date on which the contract is executed shall not be more than three months apart. However, if the same period's announced current value is applicable and no more than six months have elapsed, the original professional appraiser may issue an opinion letter.
(2) After the acquisition of assets, they shall be registered, managed, and used in accordance with the Company's "Property Management Regulations."
- Procedures for Determining Transaction Conditions and Authorized Amounts
(1) Method and basis for price determination: The acquisition or disposal of real estate, equipment, or right-of-use assets shall be initiated by the requesting unit through a memorandum explaining the reasons, referencing the publicly announced current value and actual transaction prices of neighboring real estate, and shall be determined after price inquiry, negotiation, or tender.
(2) Authorization levels
1 For the acquisition or disposal of real estate, equipment, or right-of-use assets, if the transaction amount is less than 20% of the Company's paid-in capital, the Chairman is authorized to make the decision; if the transaction amount reaches 20% or more of the Company's paid-in capital, prior approval from the Board Of Directors must be obtained before proceeding.
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2 When entering into a purchase and sale contract with the counterparty, if it is necessary to meet business needs and expedite the process, the contract may be signed after prior approval from the Chairman, and the matter shall be submitted for ratification at the next Board Of Directors meeting after the transaction occurs.
3 For the acquisition or disposal of assets, if a resolution, approval, or report to the Shareholders' Meeting is required under the Company Act or other applicable laws and regulations, such requirements shall also be complied with.
Article 8: Procedures for the Acquisition or Disposal of Securities
- Evaluation Procedures:
(1) When the Company acquires or disposes of securities, it shall obtain the most recent financial statements of the target company that have been audited or reviewed by a Certified Public Accountant/Cpa before the date of the transaction occurrence, to serve as a reference for evaluating the transaction price.
(2) If the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a Certified Public Accountant/Cpa shall be engaged before the date of the transaction occurrence to provide an opinion on the reasonableness of the transaction price. However, this restriction shall not apply if the securities have publicly quoted prices in an active market or if the Financial Supervisory Commission has otherwise stipulated.
- Operating Procedures:
(1) Evaluation, transaction, settlement, and tabulation (listing): The respective responsible units shall be in charge.
(2) Custody: Securities acquired by the Company shall be centrally kept by the finance unit or stored in a safe (cabinet).
(3) Valuation: In accordance with the relevant International Financial Reporting Standards recognized by the Financial Supervisory Commission, the finance unit shall collect relevant data and submit it to the accounting unit for subsequent periodic valuation.
- Procedures for Determining Transaction Conditions and Authorized Amounts:
(1) For government bonds, corporate bonds, financial bonds, securities representing funds, and asset-backed securities as specified in Article 3, Paragraph 1 of these Procedures, if the transaction amount is less than 20% of the Company's paid-in capital, the Chairman is authorized to make the decision. If the transaction amount reaches 20% or more of the Company's paid-in capital, approval from the Board Of Directors must be obtained before proceeding.
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(2) For stocks, depository receipts, warrants (call/put), and beneficiary certificates as specified in Article 3, Paragraph 1 of these Procedures, if the transaction amount is less than 20% of the Company's paid-in capital, the Chairman is authorized to make the decision. If the transaction amount reaches 20% or more of the Company's paid-in capital, approval from the Board Of Directors must be obtained before proceeding.
Article 9: Procedures for the Acquisition or Disposal of Intangible Assets, Right-of-Use Assets, or Membership Certificates
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Evaluation Procedures: The evaluation of the acquisition or disposal of intangible assets, right-of-use assets, or membership certificates by the Company shall be conducted by the requesting unit through a feasibility assessment report, which shall be submitted to the intellectual property unit.
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Operational Procedures: For the acquisition or disposal of intangible assets, right-of-use assets, or membership certificates, a professional appraisal institution shall be engaged to issue an appraisal report. If the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, a Certified Public Accountant/Cpa shall also be engaged before the date of the transaction occurrence to provide an opinion on the reasonableness of the transaction price.
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Procedures for Determining Transaction Conditions and Authorized Amounts
(1) Method of price determination and reference basis: The requesting unit shall submit the market transaction price of similar intangible assets, right-of-use assets, or membership certificates. If no market transaction price is available, a report issued by a professional appraisal institution shall be referenced.
(2) Authorization levels
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If the transaction amount is less than 20% of the Company's paid-in capital, the Chairman is authorized to make the decision; if the transaction amount reaches 20% or more of the Company's paid-in capital, prior approval from the Board of Directors must be obtained before proceeding. However, if required by business needs and to gain timeliness, the Chairman may make the decision in advance, and the matter shall be submitted for ratification at the next Board of Directors meeting.
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For the acquisition or disposal of intangible assets, right-of-use assets, or membership certificates that require a resolution, approval, or report to the Shareholders' Meeting pursuant to the Company Act or other applicable laws and regulations, such requirements shall be duly complied with.
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Article 9-1: Calculation of Transaction Amounts
The calculation of transaction amounts referred to in Articles 7, 8, and 9 shall be handled in accordance with the provisions of Article 13, Paragraph 2, Subparagraph (8). The term 'within one year' shall be based on the date on which the current transaction occurs, tracing back one year retroactively. Portions for which a valuation report issued by a professional appraiser or a Certified Public Accountant opinion has already been obtained in accordance with these Procedures shall not be included again.
Article 10: Procedures for Transactions with Related Parties
- Evaluation procedures and operational procedures:
(1) The evaluation procedures and operational procedures for the Company's acquisition or disposal of assets from related parties shall be carried out in accordance with Article 7, Article 8, or Article 9, respectively, based on the nature of the assets. If the transaction amount reaches 10% or more of the Company's total assets, a valuation report issued by a professional appraiser or a Certified Public Accountant opinion shall also be obtained in accordance with Articles 7, 8, or 9.
(2) For assets acquired or disposed of by the Company from or to related parties, if the assets are real property or right-of-use assets thereof, or other assets other than real property, and the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of total assets, or NT$300 million or more, the Company shall also evaluate and prepare the materials specified in Paragraph 2, Subparagraph (1) of this Article, except for transactions involving the purchase and sale of government bonds, bonds with repurchase or resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(3) The calculation of transaction amounts under the preceding two subparagraphs shall be handled in accordance with the provisions of Article 13, Paragraph 2, Subparagraph (8). The term 'within one year' shall be based on the date on which the current transaction occurs, tracing back one year retroactively. Portions for which a valuation report issued by a professional appraiser or a Certified Public Accountant opinion has already been obtained in accordance with these Procedures, or which have already been approved by the Board of Directors pursuant to the procedures under Article 16-1, shall not be included again.
(4) When determining whether a counterparty is a related party, in addition to its legal form, the substantive relationship shall also be considered.
- Procedures for determining authorized limits:
(1) For the acquisition or disposal of real property or right-of-use assets thereof from or to related parties, or for the acquisition or disposal of assets other than real property or right-of-use assets thereof from or to related parties where the transaction amount reaches 20% or more of the Company's paid-
in capital, 10% or more of total assets, or NT$300 million or more, except for transactions involving the purchase and sale of domestic government bonds, bonds with repurchase or resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the following materials shall first be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution before a transaction contract may be signed and payment made. The provisions of Article 16, Paragraphs 2 and 3 shall apply mutatis mutandis. However, for transactions between the Company and its subsidiaries involving the acquisition or disposal of equipment for business use where the transaction amount is less than 10% of the Company's paid-in capital, the Chairman may make the decision in advance, and the matter shall be submitted for ratification at the next Board of Directors meeting:
- The purpose, necessity, and expected benefits of the acquisition or disposal of assets.
- The reason for selecting a related party as the counterparty to the transaction.
- For the acquisition of real property or right-of-use assets thereof from a related party, the relevant materials for evaluating the reasonableness of the planned transaction terms pursuant to Paragraph 3, Subparagraphs (1), (2), (3), (4), and (6) of this Article.
- The date and price of original acquisition by the related party, the counterparty, and its relationship with the Company and the related party.
- A monthly cash inflow and outflow forecast table for one year from the beginning of the expected contract month, along with an assessment of the necessity of the transaction and the reasonableness of the use of funds.
- A valuation report issued by a professional appraiser or a Certified Public Accountant opinion obtained pursuant to Paragraph 1 of this Article.
- Restrictive conditions and other important stipulations of the current transaction.
If the Company or its subsidiaries that are not domestic public offering companies engage in the above-mentioned transactions, and the transaction amount reaches 10% or more of the total assets of the public offering company, the Company shall submit the materials listed in Paragraph 1 to the Shareholders' Meeting for approval before signing a transaction contract and making payment. However, this restriction shall not apply to transactions between the Company and its Parent Company, subsidiaries, or between its subsidiaries.
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(2) The calculation of the transaction amount under the preceding subparagraph shall be handled in accordance with the provisions of Article 13, Paragraph 2, Subparagraph (8). The term 'within one year' shall be based on the date on which the current transaction occurs, tracing back one year retroactively. Portions that have already been submitted to and approved by the Shareholders' Meeting or the Board of Directors in accordance with these Procedures shall not be included again.
(3) The acquisition or disposal of assets other than those specified in item (1) from/to related parties shall be handled in accordance with the preceding three articles.
- Reasonableness Assessment of Transaction Costs
(1) When the Company acquires real property or right-of-use assets thereof from related parties, the reasonableness of the transaction costs shall be evaluated using the following methods:
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Based on the related party transaction price plus necessary funding interest and costs legally borne by the buyer. The so-called necessary funding interest cost shall be calculated based on the weighted average interest rate of borrowings in the year the Company purchases the asset, provided that it shall not exceed the maximum borrowing rate for non-financial industries announced by the Ministry of Finance.
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If the related party has mortgaged the subject property to a financial institution for a loan, the total lending evaluation value of the financial institution for the subject property, provided that the actual cumulative lending amount by the financial institution for the subject property shall reach at least 70% of the total lending evaluation value and the lending period shall have exceeded one year. However, this shall not apply where the financial institution and one of the parties to the transaction are related parties to each other.
(2) Where land and buildings of the same subject property are purchased or leased together, the transaction costs of the land and buildings may be evaluated separately using any one of the methods listed in the preceding paragraph.
(3) When the Company acquires real property or right-of-use assets thereof from related parties, the cost of the real property or right-of-use assets shall be evaluated in accordance with items (1) and (2) of Paragraph 3 of this Article, and a Certified Public Accountant shall be engaged to review and provide a specific opinion.
(4) When the evaluation results under items (1) and (2) of Paragraph 3 of this Article are both lower than the transaction price for the Company's acquisition of real property or right-of-use assets thereof from related parties, the matter shall be handled in accordance with item (5) of Paragraph 3 of this Article. However, this shall not apply if objective evidence is provided and specific reasonableness opinions are obtained from a
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professional real property appraiser and a Certified Public Accountant due to any of the following circumstances:
- Where the related party acquired unimproved land or leased land for subsequent construction, evidence may be provided to demonstrate compliance with one of the following conditions:
(1) The unimproved land is evaluated using the methods specified in the preceding article, and the buildings are calculated based on the related party's construction costs plus reasonable construction profits, and the combined amount exceeds the actual transaction price. The so-called reasonable construction profit shall be based on the lower of the average gross profit margin of the related party's construction division over the most recent three fiscal years or the most recently published gross profit margin for the construction industry announced by the Ministry of Finance.
(2) Other non-related party transaction cases within one year for other floors of the same subject property or in neighboring areas, where the floor areas are similar and the transaction conditions are comparable after adjustments for reasonable floor-level or area price differences in accordance with customary real property sale or lease practices.
- The Company provides evidence that the real property purchased from the related party or the right-of-use assets of real property acquired through lease have transaction conditions comparable to other non-related party transaction cases in neighboring areas within one year and with similar floor areas. The aforementioned neighboring area transaction cases shall, in principle, be located within the same or adjacent city blocks and within a radius of no more than 500 meters from the subject property, or with similar publicly announced current values; the so-called similar floor area shall, in principle, mean that the floor area of other non-related party transaction cases is not less than 50% of the floor area of the subject property; the aforementioned reference to 'within one year' shall be calculated retroactively for one year from the date on which the fact of the current acquisition of real property or right-of-use assets thereof occurred.
(5) Where the Company acquires real property or right-of-use assets from related parties and the evaluation results under items (1) and (2) of Paragraph 3 of this Article are both lower than the transaction price, the following matters shall be carried out. Furthermore, where the Company and any publicly listed company that values its investment in the Company using the equity method have set aside special retained earnings pursuant to the aforementioned provisions, such special retained earnings may not be utilized until the assets purchased or leased at a high price have recognized impairment losses, been disposed of, had the lease terminated, received appropriate compensation or been restored to their original condition, or until there is other evidence confirming that no
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unreasonableness exists, and only after the approval of the Financial Supervisory Commission has been obtained.
- The Company shall set aside special retained earnings for the difference between the transaction price of the real property or right-of-use assets thereof and the evaluated cost, in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act, and such amount shall not be distributed or converted into capital stock dividends. If the investor that values its investment in the Company using the equity method is a publicly listed company, it shall also set aside special retained earnings proportionate to its shareholding ratio in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act.
- The Audit Committee shall handle matters in accordance with Article 218 of the Company Act.
- The handling of items 1 and 2 of item (5) of Paragraph 3 of this Article shall be reported to the Shareholders' Meeting, and the detailed information of the transaction shall be disclosed in the annual report and prospectus.
(6) Where the Company's acquisition of real property or right-of-use assets thereof from related parties falls under any of the following circumstances, it shall only be required to follow the evaluation and operational procedures set forth in Paragraph 2 of this Article, and the provisions regarding the reasonableness assessment of transaction costs under items (1), (2), and (3) of Paragraph 3 of this Article shall not apply:
- The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
- The time between when the related party entered into a contract to acquire real estate or right-of-use assets and the date of the current transaction contract has exceeded five years.
- Entering into a joint construction contract with a related party, or entrusting a related party to construct real estate through land-contribution construction, land-lease construction, or similar arrangements, thereby acquiring real estate.
- The acquisition of right-of-use assets for operational use of real estate between the Company and its subsidiaries, or between subsidiaries in which the Company directly or indirectly holds one hundred percent of the issued shares or total capital.
(7) When the Company acquires real estate or right-of-use assets from a related party, if there is other evidence indicating that the transaction is not in accordance with normal business practices, the provisions of Paragraph 3, Subparagraph (V) of this Article shall also apply.
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Article 11: Procedures for the acquisition or disposal of derivative financial instrument transactions: In accordance with the Company's procedures for conducting derivative financial instrument transactions.
Article 12: Procedures for handling mergers, demergers, acquisitions, or share transfers
- Evaluation and operational procedures
(1) When the Company handles mergers, demergers, acquisitions, or share transfers, it should engage attorneys, Certified Public Accountants, and underwriters to jointly study and plan the expected timeline of statutory procedures, and organize a project team to execute them in accordance with statutory procedures. Prior to convening a Board Of Directors meeting for resolution, Certified Public Accountants, attorneys, or securities underwriters shall be engaged to provide opinions on the reasonableness of the share exchange ratio, acquisition price, or cash or other property to be distributed to Shareholders, which shall be submitted to the Board Of Directors for discussion and approval. However, when the Company merges with a subsidiary in which it directly or indirectly holds one hundred percent of the issued shares or total capital, or in the case of a merger between subsidiaries in which the Company directly or indirectly holds one hundred percent of the issued shares or total capital, the requirement to obtain the aforementioned reasonableness opinion from experts may be waived.
(2) The Company shall prepare public documents addressed to Shareholders prior to the Shareholders' Meeting, setting forth the important terms and conditions of the merger, demerger, or acquisition and related matters, and shall deliver them together with the expert opinion referred to in Subparagraph (1) of Paragraph 1 of this Article and the notice of the Shareholders' Meeting, to serve as a reference for Shareholders in deciding whether to approve the merger, demerger, or acquisition. However, this shall not apply where other laws and regulations permit the resolution of merger, demerger, or acquisition matters without convening a Shareholders' Meeting. In addition, if the Shareholders' Meeting of any party participating in the merger, demerger, or acquisition cannot be convened or a resolution cannot be passed due to insufficient attendance, insufficient voting rights, or other legal restrictions, or if the proposal is rejected by the Shareholders' Meeting, the companies participating in the merger, demerger, or acquisition shall immediately publicly disclose the cause, subsequent handling procedures, and the expected date of the next Shareholders' Meeting.
- Other matters requiring attention
(1) Date of Board Of Directors meeting: Unless otherwise provided by other laws and regulations or with prior approval from the Financial Supervisory Commission due to special circumstances, companies participating in a merger, demerger, or acquisition shall convene their Board Of Directors meetings and Shareholders' Meetings on the same day to resolve matters related to the merger, demerger, or acquisition. Unless otherwise provided
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by other laws and regulations or with prior approval from the Financial Supervisory Commission due to special circumstances, companies participating in a share transfer shall convene their Board Of Directors meetings on the same day.
(2) Pre-event confidentiality commitment: All persons who participate in or have knowledge of the company's merger, demerger, acquisition, or share transfer plan shall provide a written confidentiality commitment, and prior to public disclosure of the information, shall not disclose the contents of the plan to any outside party, nor shall they, either personally or through others, trade shares or other equity-related securities of any company involved in the merger, demerger, acquisition, or share transfer.
(3) Principles for changes to the share exchange ratio or acquisition price: In principle, the share exchange ratio or acquisition price for a merger, demerger, acquisition, or share transfer shall not be arbitrarily changed; however, this shall not apply where the conditions for change have been stipulated in the contract and have been publicly disclosed. The conditions under which the share exchange ratio or acquisition price may be changed are as follows:
- Conducting a cash capital increase, issuing convertible bonds, distributing stock dividends without consideration, issuing bonds with warrants, preferred shares with warrants, stock warrants, and other equity-related securities.
- Acts such as the disposal of major company assets that affect the financial or business operations of the company.
- Occurrences of major disasters, significant technological changes, or other events that affect Shareholders' equity or securities prices.
- Adjustments resulting from the buyback of treasury shares by any party participating in the merger, demerger, acquisition, or share transfer in accordance with applicable laws.
- Changes in the number of entities or parties participating in the merger, demerger, acquisition, or share transfer.
- Other conditions for change that have been stipulated in the contract and have been publicly disclosed.
(4) Matters to be stipulated in the contract: In addition to the provisions of Article 317-1 of the Company Act and Article 22 of the Business Mergers and Acquisitions Act, contracts for mergers, demergers, acquisitions, or share transfers shall also stipulate the following matters.
- Handling of breach of contract.
- Principles for handling equity-related securities previously issued or treasury shares previously repurchased by companies that are dissolved or demerged as a result of a merger.
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3 The quantity of treasury shares that participating companies may repurchase in accordance with applicable laws after the base date for calculating the share exchange ratio, and the principles for handling such shares.
4 Methods for handling increases or decreases in the number of participating entities or parties.
5 Projected progress of plan execution and projected completion schedule.
6 Relevant handling procedures when the plan is not completed on time, including the scheduled date for convening a Shareholders' Meeting as required by laws and regulations.
(5) When there is a change in the number of companies participating in a merger, demerger, acquisition, or share transfer: If any party participating in a merger, demerger, acquisition, or share transfer intends to engage in another merger, demerger, acquisition, or share transfer with another company after the information has been publicly disclosed, unless the number of participating parties decreases and the Shareholders' Meeting has resolved and authorized the Board Of Directors to exercise the authority to make changes, in which case the participating companies may be exempt from reconvening a Shareholders' Meeting for a new resolution, all procedures or legal acts that have already been completed in the original merger, demerger, acquisition, or share transfer case shall be redone by all participating companies.
(6) If any company participating in a merger, demerger, acquisition, or share transfer is not a publicly listed company, the Company shall enter into an agreement with such company and proceed in accordance with relevant regulations.
(7) Listed companies or companies whose shares are traded on the premises of securities dealers participating in a merger, demerger, acquisition, or share transfer shall compile the following information into complete written records, retain such records for five years, and make them available for inspection.
1 Basic personnel information: including the titles, names, and national identification numbers (or passport numbers for foreign nationals) of all persons who participated in the planning or execution of the merger, demerger, acquisition, or share transfer plan prior to public disclosure of the information.
2 Key event dates: including the dates of signing letters of intent or memoranda, engaging financial or legal advisors, signing contracts, and holding Board Of Directors meetings.
3 Important documents and minutes: including documents such as the merger, demerger, acquisition, or share transfer plan, letters of intent or memoranda, important contracts, and Board Of Directors meeting minutes.
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(8) Listed companies or companies whose shares are traded on the premises of securities dealers participating in a merger, demerger, acquisition, or share transfer shall, within two days from the date of the Board Of Directors resolution, file the information referred to in items 1 and 2 of the preceding paragraph with the Financial Supervisory Commission for recordkeeping via an internet-based information system in the prescribed format.
Article 13: Information Disclosure Procedures
- Time Limits for Announcements and Filings
When the Company acquires or disposes of assets and the transaction involves items required to be announced under Paragraph 2 of this Article and the transaction amount meets the threshold for required announcement and filing, the Company shall announce and file the relevant information on the website designated by the FSC within two days from the date on which the transaction occurs.
- Items and Thresholds Required for Announcement and Filing
(1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof with a related party, where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more. However, this shall not apply to domestic purchases and sales of government bonds, bonds with repurchase or reverse repurchase agreements, or subscriptions or redemptions of money market funds issued by domestic securities investment trust enterprises.
(2) Engaging in mergers, demergers, acquisitions, or share transfers.
(3) Losses from derivative transactions reaching the overall or individual contract loss limit amount stipulated in the prescribed processing procedures.
(4) The acquired or disposed assets are equipment used for business operations or right-of-use assets thereof, the counterparty is not a related party, and the transaction amount meets any one of the following criteria:
- For public companies with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more.
- For public companies with paid-in capital of NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
(5) For publicly listed companies engaged in construction business, acquiring or disposing of real property or right-of-use assets thereof for construction use where the counterparty is not a related party and the transaction amount reaches NT$500 million or more. For companies with paid-in capital of NT$10 billion or more, the disposal of real property from self-constructed completed construction projects where the counterparty is not a related party shall have a transaction amount of NT$1 billion or more.
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(6) Acquisition of real property through land-contribution construction, land-lease construction, joint construction with unit allocation, joint construction with profit sharing, or joint construction with separate sales arrangements, where the counterparty is not a related party and the estimated transaction amount to be invested by the Company reaches NT$500 million or more.
(7) Asset transactions other than those described in the preceding six subparagraphs, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following circumstances are excluded:
- Purchase and sale of domestic government bonds or foreign government bonds with a credit rating no lower than the sovereign credit rating of the Republic of China.
- For entities whose primary business is investment, securities transactions conducted on stock exchanges or over-the-counter markets of securities dealers, or subscription of foreign government bonds or publicly issued ordinary corporate bonds and general financial bonds not involving equity (excluding subordinated bonds) in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange-traded notes, or securities underwritten by securities dealers for underwriting business needs, or securities subscribed by securities dealers acting as counseling and recommending securities dealers for emerging stock companies in accordance with the regulations of the Taipei Exchange.
- Purchase and sale of bonds with repurchase or reverse repurchase agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(8) The transaction amounts for the seven categories mentioned above shall be calculated as follows, and the term 'within one year' shall be calculated by tracing back one year from the date on which the current transaction occurs; any portion that has already been announced in accordance with applicable regulations need not be included again.
- The amount of each individual transaction.
- The cumulative amount of transactions involving acquisition or disposal of the same type of assets with the same counterparty within one year.
- The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of real property or right-of-use assets thereof under the same development project within one year.
- The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of the same security within one year.
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- Procedures for Public Announcement and Reporting
(1) The Company shall process public announcements and reporting of relevant information on the website designated by the FSC.
(2) The Company shall, on a monthly basis, input into the information reporting website designated by the FSC the details of derivative financial instrument transactions conducted by the Company and its subsidiaries that are not domestic public companies up to the end of the previous month, in the prescribed format, before the 10th of each month.
(3) When any item required to be announced by the Company pursuant to applicable regulations contains an error or omission that requires correction, the Company shall re-announce and report all items within two days from the date on which such error or omission becomes known.
(4) When the Company acquires or disposes of assets, relevant contracts, minutes of meetings, reference books, appraisal reports, and opinion letters from Certified Public Accountants/CPAs, attorneys, or securities underwriters shall be kept at the Company and, unless otherwise provided by other laws, retained for a minimum of five years.
(5) After the Company has made a public announcement and report of a transaction pursuant to the preceding paragraph, if any of the following circumstances arise, the Company shall process the public announcement and reporting of relevant information on the website designated by the FSC within two days from the date the fact occurs:
- Any change, termination, or rescission of the relevant contracts signed for the original transaction.
- A merger, demerger, acquisition, or share transfer is not completed according to the scheduled timeline stipulated in the contract.
- The content of the original public announcement or report has been changed.
Article 14: The subsidiaries of the Company shall comply with the following provisions:
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Subsidiaries shall also formulate and implement "Procedures for Acquisition or Disposal of Assets" in accordance with the relevant provisions of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies". Where a subsidiary is not a publicly listed company, the formulation of such procedures shall be approved by the subsidiary's Board of Directors, and the same applies to amendments; where a subsidiary is a publicly listed company, the formulation of such procedures shall be carried out in accordance with the provisions of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".
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If a subsidiary is not a publicly listed company and its acquisition or disposal of assets reaches the announcement and reporting threshold stipulated in Article 31 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," the Company shall handle the required announcement and reporting matters on behalf of such subsidiary.
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- With respect to the announcement and reporting thresholds applicable to subsidiaries, the provisions concerning paid-in capital or total assets shall be based on the paid-in capital or total assets of the Company.
Article 15: Penalties
Any employee of the Company who violates these Procedures in handling the acquisition or disposal of assets shall be subject to penalties based on the severity of the circumstances, in accordance with the Company's internal control periodic review and assessment.
Article 16: Implementation and Amendment
The Company's "Procedures for Acquisition or Disposal of Assets" shall be approved by more than one-half of all members of the Audit Committee, followed by approval by the Board Of Directors, and shall then be submitted to the Shareholders' Meeting for approval; the same shall apply when amendments are made.
If the matter described in the first paragraph has not been approved by more than one-half of all members of the Audit Committee, it may be approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board Of Directors meeting.
The "all members of the Audit Committee" referred to in these Procedures and the "all Directors" referred to in the preceding paragraph shall be calculated based on those actually serving in such positions.
Article 16-1: For significant asset or derivative transactions under these Procedures that are required to be submitted to the Board Of Directors for resolution or approval pursuant to the approval authority, such transactions shall first be approved by more than one-half of all members of the Audit Committee, and the provisions of Paragraphs 2 and 3 of Article 16 shall apply mutatis mutandis.
Article 16-2: The provisions in these Regulations concerning ten percent of total assets shall be calculated based on the total asset amount in the most recent individual or separate financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Where a company's shares have no par value or a par value other than NT$10 per share, the provisions in these Procedures regarding transaction amounts equal to 20% of paid-in capital shall be calculated as 10% of the equity attributable to owners of the parent company.
The provisions in these Regulations regarding transaction amounts where paid-in capital reaches NT$10 billion shall be calculated as NT$20 billion of equity attributable to owners of the Parent Company.
Article 17: Supplementary Provisions
For any matters not covered by these Procedures, the relevant laws and regulations and the Company's related rules and bylaws shall apply.
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Appendix 3
Ennoconn Corporation Articles Of Incorporation
Chapter 1 General Provisions
Article 1: The Company is organized in accordance with the Company Act and shall be named "樺漢科技股份有限公司" in Chinese and "Ennoconn Corporation" in English.
Article 2: The business operations of the Company are as follows:
- F118010 Wholesale of Computer Software
- F218010 Retail Sale of Computer Software
- F401010 International Trade
- F401021 Controlled Telecommunications Radio-Frequency Devices and Materials Import
- CC01080 Electronic Components Manufacturing
- CC01110 Computers and Peripheral Equipment Manufacturing
- CC01120 Data Storage Media Manufacturing and Duplicating
- I301010 Information Software Services
- I301020 Data Processing Services
- I301030 Electronic Information Supply Services
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company's head office is located in New Taipei City. When necessary, and subject to the resolution by the Board of Directors, the Company may establish branches domestically or abroad in accordance with the law.
Article 4: The Company's method of public announcements shall be handled in accordance with Article 28 of the Company Act.
Article 4-1: The Company's total reinvestment amount is not subject to the restriction under Article 13 of the Company Act, which limits reinvestment to 40% of the paid-in capita. The Board of Directors is authorized to make reinvestment decisions based on actual needs.
Article 4-2: The Company may provide endorsements and guarantees for external parties. Such operations shall be handled in accordance with the Company's Procedures for Endorsements and Guarantees.
Chapter 2 Shares
Article 5: The Company's total capital is set at NT$2.5 billion, divided into 250 million shares with a par value of NT$10 per share. The Board of Directors is authorized to issue the unissued shares in installments. Of the total shares mentioned in the preceding paragraph, 5 million shares are reserved for the issuance of employee stock options, which may be issued in installments according to the resolutions of the Board of Directors.
Article 5-1: The Company may, with the approval of Shareholders holding a majority of the issued shares present at a Shareholders' Meeting and the consent of more than two-thirds of the voting rights of those present, transfer shares to employees at a price lower than the average repurchase price, or issue employee stock options at a subscription price lower than the closing price of the Company's common shares on the date of issuance.
Article 6: The transferees of shares acquired by the Company shall include employees of controlling or subsidiary companies who meet certain conditions. The conditions and method of transfer shall be determined by the Board of Directors.
The issuance of employee stock options by the Company shall include employees of controlling or subsidiary companies who meet certain conditions. The conditions and method of issuance shall be determined by the Board of Directors.
The issuance of restricted employee shares by the Company shall include employees of controlling or subsidiary companies who meet certain conditions. The conditions and method of distribution shall be determined by the Board of Directors.
The recipients of new shares reserved for employees in the Company's cash capital increase shall include employees of controlling or subsidiary companies who meet certain conditions. The conditions and method of subscription shall be determined by the Board of Directors.
Article 7: The Company's shares shall all be registered shares, signed or sealed by the Director representing the Company, and issued after certification by a bank authorized by law to act as a share certificate certifier. Once the Company becomes a public company, it may be exempted from printing share certificates when issuing new shares, but shall register them with a centralized securities depository institution.
Article 8: Share transfers shall be suspended for sixty days prior to the date of an Annual Shareholders' Meeting, thirty days prior to the date of a Special Shareholders' Meeting, or five days prior to the record date fixed for distributing dividends, bonuses, or other benefits.
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Chapter 3 Shareholders' Meeting
Article 9: Shareholders' Meetings are divided into two types: Regular Meetings and Special Meetings. Regular Meetings shall be convened once a year, within six months after the end of each fiscal year. Special Shareholders' Meetings shall be convened when necessary in accordance with the law.
The Company may hold Shareholders' Meetings by video conference or other means announced by the central competent authority.
The conditions, operating procedures, and other requirements for holding a Shareholders' Meeting via video conference shall comply with relevant regulations. In cases where the competent securities authority has other provisions, those provisions shall prevail.
Article 10: When a shareholder is unable to attend a Shareholders' Meeting for some reason, the shareholder may issue a proxy form provided by the Company, stating the scope of authorization and signed or sealed, to appoint a proxy to attend on their behalf.
The procedures for shareholders appointing proxies to attend meetings shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority, in addition to the provisions of Article 177 of the Company Act.
Article 11: Except in cases where shares are restricted or have no voting rights as stipulated by laws and regulations, each share of the Company shall have one voting right.
Article 12: Except as otherwise provided in the Company Act, resolutions of the Shareholders' Meeting shall be adopted by a majority of the voting rights represented by the attending shareholders who represent more than half of the total issued shares.
Chapter 4 Directors
Article 13: The Company shall have seven to nine Directors, with a term of three years. The election of Directors shall adopt the candidate nomination system as specified in Article 192-1 of the Company Act. Directors shall be elected from the list of candidates by the Shareholders' Meeting, and may be re-elected for consecutive terms. The total shares held by all Directors shall not be less than a certain percentage of the total issued shares of the Company. Such percentage shall be determined in accordance with the regulations of the competent authority.
Among the Directors specified in the preceding paragraph, at least three Independent Directors shall be appointed. Independent Directors and non-Independent Directors shall be elected together, with the number of elected directors calculated separately. Regarding the professional qualifications, shareholding, restrictions on concurrent positions, nomination, and other matters concerning Independent Directors shall be governed by relevant laws and regulations.
Article 13-1: In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee, which shall be composed of all Independent Directors. The Audit Committee will be responsible for executing the duties of supervisors as specified in the Company Act, the Securities and Exchange Act, and other relevant laws and regulations.
Article 14: The Board of Directors shall be organized by the Directors. The Chairman shall be elected from among the Directors by a majority vote of the Directors present at a meeting attended by at least two-thirds of the Directors. The Chairman shall represent the Company externally.
Directors shall attend the Board meetings in person. When a Director is unable to attend a meeting, they shall issue a proxy statement for each absence, specifying the scope of authorization with respect to the matters on the agenda, and appoint another Director to attend the Board meeting on their behalf. However, each Director may act as proxy for only one other Director.
The convening of the Company's Board meetings shall state the reasons for the meeting and be notified to all Directors seven days in advance. However, in case of emergency, the Board meetings may be convened at any time.
The notification methods mentioned in the preceding paragraph may be made in writing, by electronic mail (E-mail), or by fax.
When the Board of Directors holds a meeting by video conference, Directors who participate in the meeting via video shall be deemed to have attended in person.
Article 15: If the Chairman is on leave or unable to exercise their powers for any reason, a proxy shall be appointed in accordance with Article 208 of the Company Act.
Article 16: The remuneration of all Directors is authorized to be determined by the Board of Directors based on their level of participation in the Company's operations and the value of their contribution, regardless of the Company's profit or loss, and may be approved by the Board of Directors according to the usual standards of the same industry.
The Board of Directors may, as needed, purchase liability insurance for all Directors during their term of office, with the attendance of more than half of the Directors and the approval of more than half of the Directors present.
Chapter 5 Managerial Officers
Article 17: The Company may appoint several Managerial Officers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 18: At the end of each fiscal year, the Board of Directors shall prepare: 1. Business Report; 2. Financial Statements; 3. Proposal for profit distribution or loss offsetting, and submit these documents to the Annual Shareholders' Meeting for approval in accordance with the law.
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Article 19: (Deleted)
Article 20: If the Company generates a profit in any given fiscal year, no less than two percent shall be allocated as employee compensation, and no less than ten percent of the total employee compensation shall be distributed to entry-level employees. The Board Of Directors shall resolve to distribute such compensation in the form of shares or cash, and the recipients may include employees of controlled or affiliated companies who meet certain criteria; the relevant rules shall be authorized to be formulated by the Board Of Directors. The Company may, based on the aforementioned profit amount, allocate no more than two percent as Director compensation by resolution of the Board Of Directors. Employee compensation and directors' remuneration distribution proposal shall be submitted and reported to Shareholders' Meeting.
However, in case of any accumulated losses to the Company, it shall reserve certain amount for recovery of the losses, and then allocate employee compensation and directors' compensation according to the said ratio.
Article 20-1: If there are current net profits after tax specified in the Company's annual final accounts, they shall be distributed in the following order:
(1) To offset losses.
(2) 10% of such profits shall be withdrawn as statutory surplus reserve in accordance with laws, but if accumulated statutory surplus reserve reaches the Company's total capital, this provision shall not apply.
(3) Others profits shall be withdrawn or reversed as special surplus reserve in accordance with laws and regulations.
(4) After deducting the amounts specified in items (1) to (3) from the "current net profit" of the annual closing, along with the accumulated undistributed earnings at the beginning of the period as well as the undistributed earnings adjustment amount for the current year, the Board of Directors shall prepare a distribution proposal for the distributable earnings and submit it to the Shareholders' Meeting for resolution.
If the Company distributes dividends and bonuses, or all or part of the legal reserve and capital reserve in accordance with Paragraph 1, Article 241 of the Company Act, and such distribution is made in cash, the Board of Directors is authorized, in accordance with Paragraph 5, Article 240 of the Company Act, to resolve h distribution with the attendance of two-thirds or more of the directors and the approval of a majority of those present, and report the distribution to the Shareholders' Meeting. The provision in the preceding paragraph for a resolution by the Shareholders' Meeting shall not apply.
The Company is currently in a growth stage and will expand in line with future business development. The earnings distribution should take into account the Company's future capital expenditure budget and funding requirements. However, in terms of dividend distribution, no less than 10% of the dividends to be distributed in the then current year shall be distributed in cash.
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Article 20-2: When the Company intends to delist its shares from public offering, the proposal shall be submitted to the Shareholders' Meeting for resolution. This article shall remain unchanged during the periods in which the Company's shares are listed on the Emerging Stock Market, the Taipei Exchange, or the Taiwan Stock Exchange.
Chapter 7 Supplementary Provisions
Article 21: For any matters not stipulated in these Articles of Incorporation, the Company Act and other relevant laws and regulations shall apply.
Article 22: These Articles of Incorporation were established on June 30, 1999.
The first amendment was made on December 1, 2000.
The second amendment was made on April 12, 2001.
Third Amendment on October 29, 2004.
Fourth Amendment on April 7, 2005.
Fifth Amendment on April 7, 2005.
Sixth Amendment on April 24, 2006.
Seventh Amendment on May 28, 2007.
Eighth Amendment on February 9, 2011.
Ninth Amendment on June 28, 2011.
Tenth Amendment on June 27, 2012.
Eleventh Amendment on October 4, 2012.
Twelfth Amendment on January 22, 2013.
Thirteenth Amendment on June 4, 2013.
Fourteenth Amendment on April 29, 2014.
Fifteenth Amendment on May 12, 2015.
Sixteenth Amendment on May 20, 2016.
Seventeenth Amendment on June 28, 2018.
Eighteenth Amendment on June 28, 2019.
Nineteenth Amendment on June 23, 2020.
The twentieth amendment was made on June 23, 2022.
The twenty-first amendment was made on May 30, 2023.
The twenty-second amendment was made on May 31, 2024.
The twenty-third amendment was made on May 29, 2025.
Ennoconn Corporation
Chairman: Chu Fu-Chuan
Appendix 4
Ennoconn Corporation Shareholdings of All Directors
Record Date: March 31, 2026
| Title | Name | Number of Shares Held |
|---|---|---|
| Chairman | Chu, Fu-Chuan | 726,726 |
| Director | Corporate Representative: of Baoxin International Investments Ltd.: | 33,178,779 |
| Director | Corporate Representative: of Baoxin International Investments Ltd.: | 33,178,779 |
| Independent Director | Chan, Hsin-I | 0 |
| Independent Director | Wen, Miao-Hsin | 0 |
| Independent Director | Shao, Chien-Hua | 0 |
| Independent Director | Shui-En Liu | 0 |
| Total | 33,905,505 |
Note 1: Total Shares Issued as of March 31, 2026: 145,886,397 common shares.
Note 2: The Company's Independent Directors make up more than half of the total number of Director seats, and the Audit Committee has been established, therefore the statutory minimum shareholding requirement for all Directors does not apply.

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