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ETERNAL — AGM Information 2026
May 26, 2026
51898_rns_2026-05-26_e18dea21-c709-449d-93af-02f52da932e6.pdf
AGM Information
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Stock Code: 1717
Eternal Materials Co., Ltd.
2026 Annual Meeting of Shareholders Meeting Handbook
Convening Method: Physical Shareholders' Meeting
Time: 9:30 a.m., June 26, 2026 (Friday)
Location: No. 22, Changxing Road, Luzhu District, Kaohsiung City (Employee Activity Center of the Lu-Chu Plant)
Table of Contents
Chapter 1. Meeting Procedure...1
Chapter 2. Meeting Agenda...2
I. Call the Meeting to Order...3
II. Chairperson Remarks...3
III. Management Presentation (Company Reports)...3
IV. Proposed Resolutions...5
V. Discussions...6
VI. Questions and Motions...6
VII. Adjournment...6
Chapter 3. Attachments
I. 2025 Business Report...7
II. 2025 Audit Committee’s Review Report...11
III. 2025 Director Compensation...12
IV. Status of the Company's Treasury Stock Buyback and Execution...13
V. 2025 Financial Statements...14
VI. 2025 Consolidated Financial Statements...24
VII. 2025 Earnings Distribution Table...34
VIII. The Main Contents of the Request for Proposing the Non-Competition Restriction...35
Chapter 4. Appendices
I. Rules of Procedure for Shareholders' Meetings...36
II. Articles of Incorporation...41
III. Shareholding of Directors...47
IV. Other Instructions...48
Eternal Materials Co., Ltd.
Procedure for the 2026 Annual General Meeting of Shareholders
Time: June 26, 2026 (Friday) 9:30 AM
Location: No. 22, Changxing Road, Houxiang Village, Luzhu District, Kaohsiung City (Physical Shareholders' Meeting)
(Employee Activity Center of Luzhu Plant)
I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
IV. Proposed Resolutions
V. Discussions
VI. Questions and Motions
VII. Adjournment
1
Eternal Materials Co., Ltd.
Agenda for the 2026 Annual General Meeting of Shareholders
I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
Report 1: 2025 Business Report
Report 2: Audit Committee's Review Report on 2025 Financial Statements.
Report 3: 2025 Endorsements / Guarantees for Others.
Report 4: 2025 Report on the Earnings Distribution and Cash Dividend Situation.
Report 5: Distribution of 2025 Compensation for Directors and Employees.
Report 6: 2025 Compensation Received by Directors.
Report 7: Report on the execution of the Company's first treasury stock buyback.
IV. Proposed Resolutions
Proposal 1: 2025 Financial Statements.
Proposal 2: 2025 Earnings Distribution Plan.
V. Discussions
Proposal 1: The release of non- competition restrictions for the 20th directors of the Company.
VI. Questions and Motions
VII. Adjournment
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I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
Report 1: The 2025 Business Report, submitted for review and inspection.
Note: The 2025 business report of the Company, please refer to pages 7~10 of this handbook (Attachment 1).
Report 2: The Audit Committee's Review Report on the 2025 Financial Statements, submitted for review and inspection.
Note: For the Audit Committee's review report, please refer to page 11 of this manual (Attachment 2).
Report 3: The 2025 Endorsements/Guarantees for Others, submitted for review and inspection
Note: The amount of endorsements and guarantees provided by our company as of the end of 2025 is as follows:
| Company Name | Currency | Amount | Relationship with the Company |
|---|---|---|---|
| Eternal Technology Corporation | USD | 5 million | Direct shareholding 100% |
| Eternal Holdings Inc. | USD | 18 million | Direct shareholding 100% |
| Eternal Nanyang Investment Co., Ltd. | USD | 75 million | Indirect shareholding 99% |
| Elga Europe S.r.l. | EUR | 15 million | Direct shareholding 95% |
| Eternal Materials (Malaysia) Sdn. Bhd. | USD | 78.25 million | Indirect shareholding 99% |
| MYR | 8 million | ||
| Eternal Material Industry (Tongling) Co., Ltd. | CNY | 365 million | Indirect shareholding 100% |
Report 4: The 2025 Report on Earnings Distribution and Cash Dividends, submitted for review and inspection.
Note: 1. In accordance with Article 18 of the Company's Articles of Incorporation, if the earnings distribution is to be made in cash, the Board of Directors is authorized to resolve the distribution by a resolution passed by attendance of more than two-thirds of the Directors and approval of more than half of the Directors present, and to report to the shareholders' meeting.
- The distribution of cash dividends of NT$1,172,245,483, with NT$1.0 per share, has been approved by the resolution of the 7th Meeting of the 20th Board of Directors of the Company.
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The cash dividend distribution for this time shall be rounded down to the nearest dollar (amounts below one dollar shall be discarded), and the fractional amounts less than one dollar shall be transferred to the Company's Employee Benefit Committee.
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As resolved by the Board of Directors, the record date for this cash dividend distribution is set as May 2, 2026, and the payment date is set as May 26, 2026.
Report 5: The Distribution of 2025 Compensation for Directors and Employees, submitted for review and inspection.
Note:
1. Distribute director and employee compensation in accordance with the Company Act and the Company's Articles of Incorporation.
2. The estimated director compensation for 2025 is NT$ (hereinafter the same) 12,722,220 and employee compensation is NT$87,730,760.
3. Director remuneration is distributed at 0.65% of the current year's profit, with a distribution amount of NT$12,663,208, to be allocated among all Directors in accordance with the Articles of Incorporation and authorized for issuance by the Chairman; the difference from the estimated amount is a decrease of NT$59,012, which is treated as a change in accounting estimate and recognized in the profit or loss of the following year.
4. Employee compensation is distributed at 4.5% of the current year's profit, with a distributed amount of NT$87,668,362. The difference from the estimated amount is a decrease of NT$62,398, which is treated as a change in accounting estimate and recognized as the following year's profit or loss.
5. Of the employee compensation appropriation amount mentioned in the preceding paragraph, NT$31,288,140 is appropriated, with an appropriation ratio of approximately 35.69% as the compensation for grassroots employees.
6. The remuneration for directors and employees for this fiscal year shall all be distributed in cash.
7. This matter has been reviewed by the Remuneration Committee on March 12, 2026, and approved by the Board of Directors on March 13, 2026.
Report 6: The 2025 Compensation Received by Directors, submitted for review and inspection.
Note:
1. For the remuneration received by Directors in 2025, please refer to page 12 (Attachment 3) of this handbook.
2. Director Remuneration Policy:
(1) In accordance with Article 17 of the Company's Articles of Incorporation, if the Company has profits in the current year, the Director remuneration shall be no higher than one percent (1%). Pursuant to Article 14-1, the relevant remuneration payment measures shall be determined with reference to industry peer standards. The Company has separately established "Guidelines for the Payment of Directors' Remuneration and Compensation". The amendment of the guidelines and the distribution of remuneration shall be executed in accordance with the law after being resolved by the Remuneration Committee and the Board of Directors.
(2) Independent Directors receive fixed remuneration, while general Directors are compensated based on their degree of participation in company operations, contribution value, company operating performance, professional competence, and responsibilities. All Directors also receive transportation allowances based on their actual attendance at Board of Directors meetings. The Company reviews the Directors' remuneration policy from time to time in light of the operating conditions and future risks.
Report 7: Report on the Execution of the Company's First Treasury Stock Buyback, submitted for review and inspection.
Note: For information on the Company's treasury stock buyback and execution, please refer to page 13 of this handbook (Attachment 4).
IV. Proposed Resolutions
Proposal 1: The 2025 Financial Statements, submitted for approval.
(Proposed by the Board of Directors)
Note:
1. the Company's financial statements for 2025, including the business report, balance sheet, comprehensive income statement, statement of changes in equity, and cash flow statement, have been reviewed and completed by the audit committee on March 12, 2025, with a written review report on file, and were approved at the board of directors meeting on March 13, 2025.
2. Please refer to pages 7~10 of this handbook (attachment 1) for the aforementioned business report, and pages 14~33 of this handbook (attachments 5 and 6) for the individual financial report, consolidated financial report, and certified public accountant's audit report.
3. Respectfully submitted for approval.
Resolution:
Proposal 2: The 2025 Earnings Distribution, submitted for approval.
(Proposed by the Board of Directors)
Note:
1. A cash dividend of NT$1.0 per share will be distributed to shareholders from the 2025 earnings distribution. For the 2025 Earnings Distribution Statement, please refer to page 34 of this handbook (Attachment 7).
2. Respectfully submitted for approval.
Resolution:
V. Discussions
Proposal 1: The release of non-competition restrictions for the 20th directors of the Company.
(Proposed by the Board of Directors)
Note:
1. In order to leverage the expertise and relevant experience of the Company's Directors, and without prejudicing the interests of the Company, pursuant to Article 209 of the Company Act, the shareholders' meeting is requested to approve the release of the non-compete restrictions on the Directors. For the main content of the proposed release of the non-compete restrictions on the Directors, please refer to page 35 (Attachment 8) of this handbook.
2. Respectfully submitted for resolution.
Resolution:
VI. Questions and Motions
VII. Adjournment
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Attachment 1
Business Report
In 2025, the global landscape underwent significant turbulence and structural shifts, posing challenges to supply chain configurations and industrial development worldwide. Eternal remained committed to its core principle of prudent management, enhancing operational efficiency and strengthening financial resilience to demonstrate agile strategic adaptability. Amid the dual challenges of a weakening economy in mainland China and overcapacity in the petrochemical industry, as well as a complex external environment shaped by the United States' "America First" policy—including inflationary pressures, cumulative tariffs, and volatility in interest and exchange rates—the management team has not only accelerated its strategic expansion into overseas markets, but also strengthened its operational resilience by continuously enhancing product and technological competitiveness to navigate non-linear market dynamics.
Looking ahead to 2026, Eternal will continue to strengthen its R&D capabilities across its core businesses while proactively expanding its global manufacturing footprint and international sales network in response to evolving market dynamics. By advancing a regionalized production strategy, the Company aims to enhance supply chain efficiency, ensuring steady growth in both capacity and revenue amid a dynamic environment, while reinforcing its leadership in established markets.
Taiwan plays a central strategic role in the global semiconductor supply chain. Eternal will continue to advance the development of semiconductor packaging materials, advanced process equipment, and AI-related materials, further strengthening its position as a key enabler within the semiconductor ecosystem. By accelerating R&D cycles and leveraging advancements in process technologies, along with upstream and downstream integration, the Company aims to achieve breakthroughs in critical materials and drive deeper market penetration. At the same time, Eternal is embedding ESG principles into its corporate strategy, striving to build a leading enterprise defined by technological excellence, market resilience, and social responsibility. Amid ongoing market uncertainty, Eternal will leverage agility to capture transformation opportunities, enhance operational performance, and deliver sustainable long-term returns and shared value for shareholders, employees, and society.
The operating results for 2025 are reported as follows:
I. Operating Results for 2025
(I) Operating Results
The company's consolidated revenue for 2025 was NT$40.7 billion, a decrease of 8% compared to NT$44.2 billion in 2024; pre-tax net income was NT$2.389 billion, a decrease of 13% compared to NT$2.744 billion in 2024; post-tax net income attributable to owners of the parent company was NT$1.656 billion, with earnings per share of NT$1.41.
Unit: NT$ Thousand
| Item | 2025 Amount |
|---|---|
| Revenue | 40,684,707 |
| Gross profit | 8,368,270 |
| Operating Income | 1,691,724 |
| Non-operating Income and Expenses | 697,329 |
| Net Income Before Tax | 2,389,053 |
| Net profit for the year | 1,713,170 |
(II) Profitability
Unit: %
| Item | Ratio |
|---|---|
| Gross Margin | 21 |
| Net Profit Margin | 4 |
| Return on Assets | 3 |
| Return on Equity | 6 |
| Earnings per Share (NT$) | 1.41 |
(III) Research and Development Status
-
Research and Development Results 2025:
(1) UV debonding pressure-sensitive adhesive
(2) Medical-Grade Pressure-Sensitive Adhesives
(3) High-Flexibility 3D Printing Engineering Materials
(4) Vinyl Ester Resin for Wind Turbine Pultruded Carbon Fiber Composites
(5) Materials for Micro-LED Mass Transfer Processes
(6) BPA-NI Polyester Resins for Metal Packaging Coatings
(7) Anode Binders for Lithium-Ion Batteries
(8) Solid Fluoropolymer Resins
(9) Waterborne UV/Moisture Dual-Cure Resins
(10) UV-Curable Hot Melt Pressure-Sensitive Adhesives for Wire Harnesses
(11) Non-silicone Thermal Interface Materials
(12) Nylon Carbon/Glass Fiber Hybrid Injection-Grade Thermoplastic Composites
(13) Waterborne Acrylic Matting Additives
(14) Polyester Resins for Low-Carbon rPET Composites
(15) Wafer-Level Liquid Encapsulation Materials -
Future Research Directions:
Focusing on the development of high-end materials for the needs of growth industries, including
(1) Semiconductor Advanced Packaging Materials
(2) High-Frequency High-Speed Transmission Materials
(3) Energy Storage Battery Materials
(4) Unmanned Vehicle Structural Materials
(5) Environmentally Friendly Green Materials
(IV) Business Policy and Production/Sales Strategy
- Focus on key industries, driving R&D innovation and strategic layout
Continuously deepening R&D capabilities, focusing on strategic industries including semiconductors, advanced packaging, 5G, drones, electric vehicles, green energy storage, and biomedical, while comprehensively enhancing market insight capabilities and R&D resource allocation. Through close customer collaboration mechanisms, we grasp customer needs in real time, ensure technological leadership, accelerate product commercialization processes, and create corporate value.
- Deeply cultivate core markets, expand into emerging regions, and build global supply chain resilience
(1) Core Market Refinement
Greater China Market: Adopting a dual-track approach of "policy alignment and strategic alliance," by precisely aligning with industrial policies, strengthening strategic cooperation and resource integration, to ensure market share and leading advantages.
(2) Emerging Regional Expansion
Southeast Asia and South Asia markets: Focus on "localized services, leveraging advantages". Focus on the industrial layout paths of Taiwanese-funded and Chinese-funded enterprises in Southeast Asia and South Asia, leveraging the production capacity, tariff preferences, and transportation cost advantages of factories in Malaysia and Thailand, while enhancing local production supply and technical service capabilities to increase market penetration. While joining hands with international major companies to engage in strategic cooperation, creating a win-win situation.
Americas and European Markets: Deepening channel layout, accelerating the improvement of market share. In mature markets such as the US and Europe, a dual-track expansion model of "strategic distribution" and "direct sales channels" is adopted simultaneously. By deepening alliances with local distribution partners to maximize market coverage, while simultaneously optimizing the direct sales
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system to establish a direct communication mechanism with customers, ensuring that product development can precisely align with market trends, thereby enhancing brand competitiveness and steadily expanding market share.
Through an expansion blueprint of "adapting to local conditions and global collaboration," focusing on a dual-axis strategy of "core market refinement" and "emerging region expansion," the company aims to consolidate its core market share while actively developing competitive advantages in emerging regions, achieving optimal allocation of operational resources and strengthening the company's competitive resilience amid global supply chain transformation.
Facing intense market competition and supply chain restructuring, Eternal will uphold its operational strategy of "R&D leadership, regional expansion, and global deployment" to consolidate core markets and precisely expand into emerging regions. We will convert R&D advantages into market penetration through resource integration and operational efficiency improvements, building a resilient global supply system.
Eternal Materials also deeply understands the importance of environmental sustainability and actively cultivates the development of key materials on the path to net zero. Through the deployment of green processes and low-carbon products, guided by the core spirit of "Innovation-Led, Sustainability-Driven," we fulfill our ESG commitments while pursuing business growth, continuously leading and moving steadily forward amid rapidly changing industry trends.
Chairman: Kao, Kuo-Lun
President: Liao, Hen-Ning
Accounting Manager: Su, Hui-Fang
10
Attachment 2
Eternal Materials Co., Ltd.
Audit Committee’s Review Report
Approved
The Company's 2025 business report, earnings distribution, financial statements and consolidated financial statements submitted by the Board of Directors have been reviewed by the Audit Committee, and no irregularities have been found. The review report is hereby presented in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Sincerely,
2026 Annual Meeting of Shareholders
Eternal Materials Co., Ltd.
Convener of the Audit Committee:
March 13, 2026
11
Attachment 3
Unit: NT$ Thousand
| Title | Name | Director Remuneration | The total amounts and percentages of net income after tax (%) for items A, B, C, and D | Part-time employees receive relevant remuneration | The total amounts and percentages of after-tax net income (%) for seven items: A, B, C, D, E, F, and G | Receiving remuneration from investee companies other than subsidiaries or parent company | |
|---|---|---|---|---|---|---|---|
| Reward (A) | Retirement Pension (B) | Director Remuneration (C) (Based on the amount approved by the Board of Directors) | Business Execution Expenses (D) | Salary, bonuses, and special expense allowances, etc. (E) | Retirement Pension (F) | Employee Compensation (G) (Note 2) | |
| The Company | All companies in the financial report | The Company | All companies in the financial report | The Company | All companies in the financial report | The Company | All companies in the financial report |
| Cash Amount | Stock Amount | Cash Amount | Stock Amount | ||||
| Director | Chairman | Kao, Kuo-Lun | 0 | 0 | 0 | 0 | 2,816 |
| Director | Yang, Huai-Kang (Note 1) | 0 | 0 | 0 | 0 | 673 | 673 |
| Director | Yang, Chin-Ying (Note 1) | 0 | 0 | 0 | 0 | 727 | 727 |
| Director | Chen, Chin-Yuan (Note 2) | 0 | 0 | 0 | 0 | 1,408 | 1,408 |
| Director | Liao, Hen-Ning (Note 2) | 0 | 0 | 0 | 0 | 1,408 | 1,408 |
| Director | Chen, Jau-Shiuh | 0 | 0 | 0 | 0 | 1,408 | 1,408 |
| Director | Kao, Kuo-Hsun | 0 | 0 | 0 | 0 | 1,408 | 1,408 |
| Director | Huang, Shun-Ren | 0 | 0 | 0 | 0 | 1,408 | 1,408 |
| Director | Representative of Kwang Yang Motor Co., Ltd.: Ko, Chun-Ping | 0 | 0 | 0 | 0 | 1,408 | 1,408 |
| Independent Director | Independent Director | Chen, I-Heng (Note 1) | 600 | 600 | 0 | 0 | 0 |
| Independent Director | Hung, Lee-Jung | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Independent Director | Lo, Li-Chun | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Independent Director | Lu, Gin-Cheng | 1,200 | 1,200 | 0 | 0 | 0 | 0 |
| Independent Director | Chen, Ting-Yuan (Note 1) | 600 | 600 | 0 | 0 | 0 | 0 |
Note 1: Director Yang, Huai-Kang and Independent Director Chen, I-Heng resigned after the board re-election on June 25, 2025; Director Yang, Chin-Ying and Independent Director Chen, Ting-Yuan were newly appointed after the board re-election on June 25, 2025.
Note 2: In addition to the disclosures in the above table, in the most recent fiscal year, the Company's Directors received advisory compensation from all companies disclosed in the financial reports amounting to NT$4,464 thousand.
Note 3: Including company car allocation expenses. Additionally, the remuneration paid to drivers amounts to NTD 1,009 thousand, which is not included in this item of compensation.
Note 4: The remuneration paid to the Company's Independent Directors is handled in accordance with the Company's Guidelines for the Payment of Directors' Remuneration and Compensation. For the year 2025, the amount is NT$1,200,000 per person per year, paid on a quarterly basis.
Attachment 4
Status of the Company's Treasury Stock Buyback and Execution
| Buyback Tranche | First (Issue) |
|---|---|
| Buyback Purpose | Maintain the company's credit and shareholders' equity |
| Scheduled Repurchase Period | 2025/05/12~2025/07/11 |
| Scheduled Repurchase Quantity | 10,000,000 shares |
| Scheduled Repurchase Range Price | NT$ 20.00~30.00 |
| Actual Repurchase Period | 2025/05/12~2025/07/11 |
| Number of Shares Repurchased | 6,020,000 shares |
| Amount of shares repurchased | NT$ 151,203,947 |
| Average Repurchase Price Per Share | NT$ 25.12 |
| Reason for Incomplete Execution | To safeguard the overall interests of shareholders and take market mechanisms into consideration, a phased buyback strategy was adopted within the price range in response to stock price fluctuations. Although the buyback has not been fully completed, the execution rate has reached 60.2%. |
| Number of shares that have been cancelled | 6,020,000 shares |
| Cumulative number of shares held in the Company | 0 shares |
| Cumulative number of shares held in the Company Percentage of total issued shares (%) | 0% |
Attachment 5
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所
110421 台北市信義區松仁路100號20樓
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110421, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
Eternal Materials Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of Eternal Materials Co., Ltd. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information. (collectively referred to as the "financial statements").
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation of Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China (TWSA). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the Company's parent company only financial statements for the year ended December 31, 2025 is described as follows:
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THE TIME AND OCCURRENCE OF REVENUE RECOGNITION FROM THE SUBSIDIARIES OF THE ELECTRONIC MATERIALS DEPARTMENT'S SALE OF VACUUM LAMINATOR
1. Description
The unit price and profit margin of the vacuum laminator sold by the subsidiaries of the electronic materials department are higher. In addition, taking into account the characteristics and risks of the industry, we identified the time and occurrence of the above revenue recognition as a key audit matter in accordance with Communicating Key Audit Matters in the Independent Auditor’s Report of TWSA.
2. The audit procedures we performed in response to the above key audit matters are as follows:
a. We obtained an understanding of the relevant process and the control of revenue recognition in vacuum laminator and tested their effectiveness.
b. We performed the test of details, which selected the samples for a certain period before and after the end of the year and obtained supporting documents or evidence to confirm that the revenue of the vacuum laminator has been recognized in the appropriate period.
c. We performed the test of details, which selected the samples for the full year and obtained supporting documents or evidence to confirm that the revenue transactions of the vacuum laminator have been installed and the control has been transferred.
d. We performed a sampling review of significant sales returns and allowances occurring subsequent to year-end to determine if there are any irregularities in revenue recognition.
Other Matter
The financial statements of some associates were audited by other auditors. Therefore, our opinion on the amounts included in the accompanying financial statements was based on the financial statements audited by other auditors. Such investments accounted for using the equity method amounted to NT$790,152 thousand and NT$735,614 thousand, both representing 2% of the Company’s total assets as of December 31, 2025 and 2024, respectively; the share of profit of these associates amounted to NT$169,557 thousand and NT$129,549 thousand, representing 15% and 3% of the Company’s total comprehensive income for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would
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reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chao-Chun Wang and Yu-Hsiang Liu.
Wang, Chao-Chun Yu-Hsiang Liu
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
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Eternal Materials Co., Ltd.
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 332,273 | 1 | $ 435,078 | 1 |
| Notes receivable, net (Notes 4 and 7) | 176,158 | - | 202,694 | - |
| Accounts receivable, net (Notes 4, 5 and 7) | 2,077,187 | 4 | 2,538,155 | 5 |
| Accounts receivable from related parties, net (Notes 4, 5, 7 and 26) | 973,213 | 2 | 847,071 | 2 |
| Other receivables (Notes 7 and 26) | 574,600 | 1 | 519,996 | 1 |
| Inventories (Notes 4, 5 and 8) | 2,527,591 | 6 | 2,784,885 | 6 |
| Other current assets - others (Notes 20 and 27) | 102,408 | - | 461,204 | 1 |
| Total current assets | 6,763,430 | 14 | 7,789,083 | 16 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 9) | 687,332 | 2 | 708,901 | 2 |
| Investments accounted for using the equity method (Notes 4 and 10) | 31,536,896 | 68 | 32,083,776 | 67 |
| Property, plant and equipment (Notes 4 and 11) | 7,238,251 | 16 | 7,358,145 | 15 |
| Right-of-use assets (Notes 4 and 12) | 49,363 | - | 40,103 | - |
| Investment properties (Notes 4 and 13) | 48,624 | - | 49,308 | - |
| Intangible assets (Notes 4 and 14) | 164,920 | - | 177,965 | - |
| Deferred tax assets (Notes 4 and 20) | 137,332 | - | 139,387 | - |
| Other non-current assets - others (Note 27) | 64,679 | - | 52,826 | - |
| Total non-current assets | 39,927,397 | 86 | 40,610,411 | 84 |
| TOTAL | $ 46,690,827 | 100 | $ 48,399,494 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 4, 15 and 26) | $ 2,459,073 | 5 | $ 4,263,929 | 9 |
| Notes payable | 18 | - | 97 | - |
| Accounts payable (Note 26) | 1,029,425 | 2 | 1,157,152 | 2 |
| Other payables - others (Note 16) | 759,756 | 2 | 764,663 | 2 |
| Current tax liabilities (Note 20) | 186,407 | - | 510,217 | 1 |
| Lease liabilities - current (Notes 4 and 12) | 13,965 | - | 13,082 | - |
| Current portion of long-term liabilities (Notes 4 and 15) | 3,614,308 | 8 | 2,025,000 | 4 |
| Other current liabilities - others (Note 18) | 34,359 | - | 36,388 | - |
| Total current liabilities | 8,097,311 | 17 | 8,770,528 | 18 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Notes 4 and 15) | - | - | 2,498,252 | 5 |
| Long-term borrowings (Notes 4 and 15) | 8,810,000 | 19 | 6,465,000 | 13 |
| Deferred tax liabilities (Notes 4, 5 and 20) | 1,859,751 | 4 | 2,009,570 | 4 |
| Lease liabilities - non-current (Notes 4 and 12) | 32,926 | - | 24,390 | - |
| Other non-current liabilities (Notes 4, 5 and 16) | 215,089 | 1 | 317,343 | 1 |
| Total non-current liabilities | 10,917,766 | 24 | 11,314,555 | 23 |
| Total liabilities | 19,015,077 | 41 | 20,085,083 | 41 |
| EQUITY (Note 17) | ||||
| Ordinary shares | 11,722,455 | 25 | 11,782,655 | 24 |
| Capital surplus | 872,321 | 2 | 1,353,668 | 3 |
| Retained earnings | ||||
| Legal reserve | 5,452,192 | 12 | 5,230,730 | 11 |
| Special reserve | 426,285 | 1 | 1,358,789 | 3 |
| Unappropriated earnings | 9,488,942 | 20 | 8,328,467 | 17 |
| Total retained earnings | 15,367,419 | 33 | 14,917,986 | 31 |
| (1) | ||||
| Other equity | (286,445) | 260,102 | 1 | |
| Total equity | 27,675,750 | 59 | 28,314,411 | 59 |
| TOTAL | $ 46,690,827 | 100 | $ 48,399,494 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
Eternal Materials Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 18 and 26) | $ 13,075,769 | 100 | $ 14,370,268 | 100 |
| OPERATING COSTS (Notes 8, 16, 19 and 26) | 10,448,592 | 80 | 11,407,792 | 79 |
| GROSS PROFIT | 2,627,177 | 20 | 2,962,476 | 21 |
| OPERATING EXPENSES (Notes 7, 16 and 19) | ||||
| Selling and marketing expenses | 786,837 | 6 | 841,142 | 6 |
| General and administrative expenses | 900,204 | 7 | 876,857 | 6 |
| Research and development expenses | 1,129,817 | 8 | 1,115,983 | 8 |
| Expected credit gain | (7,765) | - | (877) | - |
| Total operating expenses | 2,809,093 | 21 | 2,833,105 | 20 |
| OPERATING INCOME (LOSS) | (181,916) | (1) | 129,371 | 1 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income | 1,823 | - | 2,583 | - |
| Other income (Notes 19 and 26) | 443,458 | 3 | 553,183 | 4 |
| Other gains and losses (Note 19) | (7,252) | - | 88,935 | 1 |
| Finance costs (Notes 4, 19 and 26) | (305,359) | (2) | (319,108) | (3) |
| Share of profit of subsidiaries, associates and joint ventures | 1,896,979 | 14 | 1,681,129 | 12 |
| Total non-operating income and expenses | 2,029,649 | 15 | 2,006,722 | 14 |
| PROFIT BEFORE INCOME TAX | 1,847,733 | 14 | 2,136,093 | 15 |
| INCOME TAX EXPENSE (Notes 4 and 20) | (192,109) | (1) | (301,541) | (2) |
| NET PROFIT FOR THE YEAR | 1,655,624 | 13 | 1,834,552 | 13 |
(Continued)
Eternal Materials Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 16, 17 and 20) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 53,426 | - | $ 144,211 | 1 |
| Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income | 8,124 | - | 190,751 | 1 |
| Remeasurement of defined benefit plans of subsidiaries, associates and joint ventures accounted for using the equity method | 2,215 | - | 1,071 | - |
| Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income of subsidiaries, associates and joint ventures accounted for using the equity method | (40,687) | - | 79,386 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | (10,074) | - | (24,456) | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | (466,429) | (4) | 1,474,849 | 10 |
| Share of other comprehensive income (loss) of associates and joint ventures | (51,373) | - | 88,218 | 1 |
| Other comprehensive income (loss) for the year, net of income tax | (504,798) | (4) | 1,954,030 | 13 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 1,150,826 | 9 | $ 3,788,582 | 26 |
| EARNINGS PER SHARE (Note 21) | ||||
| Basic | $ 1.41 | $ 1.56 | ||
| Diluted | 1.41 | 1.55 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
(With Deloitte & Touche auditors’ report dated March 13, 2026)
20
Eternal Materials Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| Ordinary Shares | Capital Surplus | Retained Earnings | Exchange Differences on Translating Foreign Operations | Other Equity Unrealized Gains and Losses on Financial Assets at Fair Value Through Other Comprehensive Income | Total Other Equity | Treasury Shares | Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | ||||||||
| BALANCE AT JANUARY 1, 2025 | $ 11,782,655 | $ 1,353,668 | $ 5,230,730 | $ 1,358,789 | $ 8,328,467 | $ (278,845) | $ 538,947 | $ 260,102 | $ - | $ 28,314,411 |
| Appropriation of the 2024 earnings (Note 17) | ||||||||||
| Legal reserve appropriated | - | - | 221,462 | - | (221,462) | - | - | - | - | - |
| Reversal of special reserve | - | - | - | (932,504) | 932,504 | - | - | - | - | - |
| Cash dividends - NTS1.0 per share | - | - | - | - | (1,178,265) | - | - | - | - | (1,178,265) |
| - | - | 221,462 | (932,504) | (467,223) | - | - | - | - | (1,178,265) | |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method (Note 17) | - | 3,198 | - | - | - | - | - | - | - | 3,198 |
| Cash dividends distributed through capital surplus - NTD 0.2 per share (Note 17) | - | (235,653) | - | - | - | - | - | - | - | (235,653) |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 1,655,624 | - | - | - | - | 1,655,624 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 44,956 | (517,802) | (31,952) | (549,754) | - | (504,798) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 1,700,580 | (517,802) | (31,952) | (549,754) | - | 1,150,826 |
| Buy-back of ordinary shares (Note 17) | - | - | - | - | - | - | - | - | (151,096) | (151,096) |
| Cancellation of treasury shares (Note 17) | (60,200) | (21,221) | - | - | (69,675) | - | - | - | 151,096 | - |
| Difference between the consideration received or paid and the carrying amount of the subsidiaries during actual disposal or acquisition (Note 22) | - | (227,671) | - | - | - | - | - | - | - | (227,671) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | (3,207) | - | 3,207 | 3,207 | - | - |
| BALANCE ON DECEMBER 31, 2025 | $ 11,722,455 | $ 872,321 | $ 5,452,192 | $ 426,285 | $ 9,488,942 | $ (796,647) | $ 510,202 | $ (286,445) | $ - | $ 27,675,750 |
| BALANCE ON JANUARY 1, 2024 | $ 11,782,655 | $ 664,785 | $ 5,083,381 | $ 977,601 | $ 7,584,997 | $ (1,886,840) | $ 528,051 | $ (1,358,789) | $ - | $ 24,734,630 |
| Appropriation of the 2023 earnings (Note 17) | ||||||||||
| Legal reserve appropriated | - | - | 147,349 | - | (147,349) | - | - | - | - | - |
| Special reserve appropriated | - | - | - | 381,188 | (381,188) | - | - | - | - | - |
| Cash dividends - NTS0.8 per share | - | - | - | - | (942,612) | - | - | - | - | (942,612) |
| - | - | 147,349 | 381,188 | (1,471,149) | - | - | - | - | (942,612) | |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method (Note 17) | - | (490) | - | - | - | - | - | - | - | (490) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 1,834,552 | - | - | - | - | 1,834,552 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 116,440 | 1,563,067 | 274,523 | 1,837,590 | - | 1,954,030 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 1,950,992 | 1,563,067 | 274,523 | 1,837,590 | - | 3,788,582 |
| Difference between the consideration received or paid and the carrying amount of the subsidiaries during actual disposal or acquisition (Note 22) | - | 688,615 | - | - | - | 44,464 | - | 44,464 | - | 733,079 |
| Changes in percentage of ownership interests in subsidiaries (Note 22) | - | 758 | - | - | - | 464 | - | 464 | - | 1,222 |
| Disposal of investments in equity instruments at fair value through other comprehensive income (Note 9) | - | - | - | - | 263,627 | - | (263,627) | (263,627) | - | - |
| BALANCE ON DECEMBER 31, 2024 | $ 11,782,655 | $ 1,353,668 | $ 5,230,730 | $ 1,358,789 | $ 8,328,467 | $ (278,845) | $ 538,947 | $ 260,102 | $ - | $ 28,314,411 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
Eternal Materials Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 1,847,733 | $ 2,136,093 |
| Adjustments for: | ||
| Depreciation expense | 730,646 | 724,474 |
| Amortization expense | 13,985 | 15,238 |
| Expected credit gain | (7,765) | (877) |
| Interest expense | 305,359 | 319,108 |
| Interest income | (1,823) | (2,583) |
| Dividend income | (25,552) | (44,044) |
| Share of profit of subsidiaries, associates and joint ventures | (1,896,979) | (1,681,129) |
| Loss (gain) on disposal of property, plant and equipment | (11,345) | 3,567 |
| Gain on disposal of intangible assets | - | (1,600) |
| Gain on disposal of investments | - | (83,021) |
| Impairment loss recognized on non-financial assets | 36,339 | 87,278 |
| Others | (7) | (182) |
| Changes in operating assets and liabilities | ||
| Notes receivable | 26,536 | 74,119 |
| Accounts receivable | 468,733 | (227,749) |
| Accounts receivable from related parties | (126,142) | 34,964 |
| Other receivables | 39,697 | (42,628) |
| Inventories | 220,955 | (210,978) |
| Other current assets | (1,688) | 11,570 |
| Notes payable | (79) | (2,265) |
| Accounts payable | (127,727) | 13,454 |
| Other payables | (4,276) | 35,015 |
| Other current liabilities | (2,029) | 4,403 |
| Other non-current liabilities | (49,206) | (83,599) |
| Cash generated from operations | 1,435,365 | 1,078,628 |
| Interest received | 1,823 | 2,583 |
| Dividends received | 2,198,431 | 2,856,684 |
| Interest paid | (324,546) | (346,083) |
| Income taxes paid | (328,273) | (417,302) |
| Net cash generated from operating activities | 2,982,800 | 3,174,510 |
(Continued)
Eternal Materials Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income | $ (17,100) | $ (19,000) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 300,236 |
| Acquisition of investments accounted for using the equity method | (121,976) | - |
| Proceeds from disposal of investments accounted for using the equity method | 16 | 95,381 |
| Payment for property, plant and equipment | (613,280) | (737,653) |
| Proceeds from disposal of property, plant and equipment | 49,816 | 1,163 |
| Payment for intangible assets | (940) | (1,402) |
| Proceeds from disposal of intangible assets | - | 1,600 |
| Decrease in other non-current assets | 3,148 | 645 |
| Net cash used in investing activities | (700,316) | (359,030) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Decrease in short-term borrowings | (1,804,856) | (305,118) |
| Repayments of bonds payable | - | (3,000,000) |
| Proceeds from long-term borrowings | 3,560,000 | 9,650,000 |
| Repayments of long-term borrowings | (2,125,000) | (8,700,000) |
| Increase in guarantee deposits received | 376 | - |
| Repayment of the principal portion of lease liabilities | (15,479) | (16,461) |
| Dividends paid | (1,413,918) | (942,612) |
| Payments for buy-back of ordinary shares | (151,096) | - |
| Acquisition of additional interests in subsidiaries | (435,316) | (258,246) |
| Disposal of ownership interests in subsidiaries (without losing control) | - | 988,006 |
| Net cash used in financing activities | (2,385,289) | (2,584,431) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (102,805) | 231,049 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 435,078 | 204,029 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 332,273 | $ 435,078 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
(With Deloitte & Touche auditors’ report dated March 13, 2026)
23
Attachment 6
Deloitte.
勤業眾信
勤業眾信聯合會計師事務所
110421 台北市信義區松仁路100號20樓
Deloitte & Touche
20F, Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 110421, Taiwan
Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw
INDEPENDENT AUDITORS' REPORT
Eternal Materials Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Eternal Materials Co., Ltd. (the "Company") and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and their consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation of Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China (TWSA). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the Company and its subsidiaries' consolidated financial statements for the year ended December 31, 2025 is described as follows:
THE TIME AND OCCURRENCE OF REVENUE RECOGNITION FROM SALE OF VACUUM LAMINATOR
- Description
The unit price and profit margin of the vacuum laminator sold by the electronic materials department of Eternal Materials Co., Ltd. and its subsidiaries are higher. In addition, taking into account the characteristics and risks of the industry, we identified the time and occurrence of the above revenue recognition as a key audit matter in accordance with Communicating Key Audit Matters in the Independent Auditor’s Report of TWSA.
- The audit procedures we performed in response to the above key audit matters are as follows:
a. We obtained an understanding of the relevant process and the control of revenue recognition in vacuum laminator and tested their effectiveness.
b. We performed the test of details, which selected the samples for a certain period before and after the end of the year and obtained supporting documents or evidence to confirm that the revenue of the vacuum laminator has been recognized in the appropriate period.
c. We performed the test of details, which selected the samples for the full year and obtained supporting documents or evidence to confirm that the revenue transactions of the vacuum laminator have been installed and the control has been transferred.
d. We performed a sampling review of significant sales returns and allowances occurring subsequent to year-end to determine if there are any irregularities in revenue recognition.
Other Matter
The financial statements of some associates were audited by other auditors. Therefore, our opinion on the amounts included in the accompanying financial statements was based on the financial statements audited by other auditors. Such investments accounted for using the equity method amounted to NT$790,152 thousand and NT$735,614 thousand, both representing 1% of the Company and its subsidiaries’ total assets as of December 31, 2025 and 2024, respectively; the share of profit of these associates amounted to NT$169,557 thousand and NT$129,549 thousand, representing 14% and 3% of the Company and its subsidiaries’ total comprehensive income for the years ended December 31, 2025 and 2024, respectively.
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with Other Matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
25
Those charged with governance, including the audit committee, are responsible for overseeing the Company and its subsidiaries' financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and its subsidiaries' internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its subsidiaries' ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Company and its subsidiaries' audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
26
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Chao-Chun Wang and Yu-Hsiang Liu.
Wang, Chao-Chun
Yu-Hsiang Liu
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
27
Eternal Materials Co., Ltd. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 6,044,025 | 10 | $ 7,074,515 | 11 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | - | - | 822,964 | 1 |
| Notes receivable, net (Notes 4, 8 and 33) | 3,666,595 | 7 | 4,031,956 | 7 |
| Notes receivable from related parties, net (Notes 4, 8 and 32) | 18,534 | - | 43,572 | - |
| Accounts receivable, net (Notes 4, 5 and 8) | 10,203,192 | 17 | 11,177,337 | 18 |
| Accounts receivable from related parties, net (Notes 4, 5, 8 and 32) | 171,952 | - | 194,359 | - |
| Other receivables (Notes 4, 8 and 32) | 885,615 | 1 | 710,243 | 1 |
| Inventories (Notes 4, 5 and 9) | 8,183,764 | 14 | 8,533,025 | 14 |
| Non-current assets held for sale (Notes 4 and 10) | - | - | 156,464 | - |
| Other financial assets - current (Notes 4, 11 and 33) | 855,677 | 1 | 472,995 | 1 |
| Other current assets - others (Note 25) | 531,926 | 1 | 1,001,164 | 2 |
| Total current assets | 30,561,280 | 51 | 34,218,594 | 55 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 9,847 | - | 9,382 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 12) | 971,320 | 2 | 1,045,585 | 2 |
| Investments accounted for using the equity method (Notes 4 and 14) | 2,750,196 | 5 | 2,741,654 | 4 |
| Property, plant and equipment (Notes 4, 15 and 33) | 21,682,148 | 36 | 20,836,279 | 33 |
| Right-of-use assets (Notes 4 and 16) | 1,738,656 | 3 | 1,658,676 | 3 |
| Investment properties (Notes 4 and 17) | 1,108,576 | 2 | 1,231,491 | 2 |
| Intangible assets (Notes 4 and 18) | 201,049 | - | 216,582 | - |
| Deferred tax assets (Notes 4 and 25) | 248,887 | - | 247,077 | 1 |
| Other financial assets - non-current (Notes 4, 11 and 33) | 663,382 | 1 | 3,295 | - |
| Other non-current assets - others (Note 19) | 219,441 | - | 210,868 | - |
| Total non-current assets | 29,593,502 | 49 | 28,200,889 | 45 |
| TOTAL | $ 60,154,782 | 100 | $ 62,419,483 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 4, 20 and 33) | $ 3,294,734 | 6 | $ 5,697,864 | 9 |
| Contract liabilities - current (Notes 4 and 23) | 207,082 | - | 597,286 | 1 |
| Notes payable | 1,869,773 | 3 | 1,496,784 | 3 |
| Accounts payable (Note 32) | 4,338,968 | 7 | 4,787,780 | 8 |
| Other payables - others (Note 21) | 2,332,845 | 4 | 2,238,326 | 4 |
| Current tax liabilities (Note 25) | 349,756 | 1 | 780,400 | 1 |
| Liabilities directly associated with non-current assets held for sale (Notes 4 and 10) | - | - | 1,550 | - |
| Lease liabilities - current (Notes 4 and 16) | 66,354 | - | 72,465 | - |
| Current portion of long-term liabilities (Notes 4, 20 and 33) | 4,454,646 | 7 | 2,604,571 | 4 |
| Other current liabilities - others | 89,561 | - | 106,829 | - |
| Total current liabilities | 17,003,719 | 28 | 18,383,855 | 30 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Notes 4 and 20) | - | - | 2,498,252 | 4 |
| Long-term borrowings (Notes 4, 20 and 33) | 12,387,590 | 21 | 9,759,192 | 16 |
| Deferred tax liabilities (Notes 4, 5 and 25) | 2,037,669 | 3 | 2,169,472 | 3 |
| Lease liabilities - non-current (Notes 4 and 16) | 101,789 | - | 111,542 | - |
| Other non-current liabilities (Notes 4, 5 and 21) | 397,819 | 1 | 506,194 | 1 |
| Total non-current liabilities | 14,924,867 | 25 | 15,044,652 | 24 |
| Total liabilities | 31,928,586 | 53 | 33,428,507 | 54 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 22) | ||||
| Ordinary shares | 11,722,455 | 19 | 11,782,655 | 19 |
| Capital surplus | 872,321 | 1 | 1,353,668 | 2 |
| Retained earnings | ||||
| Legal reserve | 5,452,192 | 9 | 5,230,730 | 9 |
| Special reserve | 426,285 | 1 | 1,358,789 | 2 |
| Unappropriated earnings | 9,488,942 | 16 | 8,328,467 | 13 |
| Total retained earnings | 15,367,419 | 26 | 14,917,986 | 24 |
| Other equity | (286,445) | - | 260,102 | - |
| Total equity attributable to owners of the Company | 27,675,750 | 46 | 28,314,411 | 45 |
| NON-CONTROLLING INTERESTS (Note 22) | 550,446 | 1 | 676,565 | 1 |
| Total equity | 28,226,196 | 47 | 28,990,976 | 46 |
| TOTAL | $ 60,154,782 | 100 | $ 62,419,483 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
Eternal Materials Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 23 and 32) | $ 40,684,707 | 100 | $ 44,191,125 | 100 |
| OPERATING COSTS (Notes 9, 24 and 32) | 32,316,437 | 79 | 35,366,648 | 80 |
| GROSS PROFIT | 8,368,270 | 21 | 8,824,477 | 20 |
| OPERATING EXPENSES (Notes 8, 24 and 32) | ||||
| Selling and marketing expenses | 2,522,740 | 6 | 2,635,183 | 6 |
| General and administrative expenses | 2,333,132 | 6 | 2,380,617 | 5 |
| Research and development expenses | 1,797,015 | 5 | 1,601,332 | 4 |
| Expected credit loss | 23,659 | - | 37,527 | - |
| Total operating expenses | 6,676,546 | 17 | 6,654,659 | 15 |
| PROFIT FROM OPERATIONS | 1,691,724 | 4 | 2,169,818 | 5 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 24) | 99,438 | - | 101,047 | - |
| Other income (Notes 24 and 32) | 326,095 | 1 | 510,896 | 1 |
| Other gains and losses (Note 24) | 335,201 | 1 | 38,248 | - |
| Net loss on disposal of financial assets at amortized cost | (19,283) | - | (12,469) | - |
| Finance costs (Notes 4 and 24) | (453,761) | (1) | (451,234) | (1) |
| Share of profit of associates and joint ventures (Note 14) | 409,639 | 1 | 387,791 | 1 |
| Total non-operating income and expenses | 697,329 | 2 | 574,279 | 1 |
| PROFIT BEFORE INCOME TAX | 2,389,053 | 6 | 2,744,097 | 6 |
| INCOME TAX EXPENSE (Notes 4 and 25) | (675,883) | (2) | (870,034) | (2) |
| NET PROFIT FOR THE YEAR | 1,713,170 | 4 | 1,874,063 | 4 |
(Continued)
Eternal Materials Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 14, 21, 22 and 25) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 55,424 | - | $ 142,922 | - |
| Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income | (32,563) | - | 270,137 | 1 |
| Remeasurement of defined benefit plans of associates and joint ventures accounted for using the equity method | 1,452 | - | 1,585 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | (10,986) | - | (23,810) | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statement of foreign operations | (458,581) | (1) | 1,475,259 | 3 |
| Share of other comprehensive income (loss) of associates and joint ventures | (51,373) | - | 88,218 | - |
| Other comprehensive income (loss) for the year, net of income tax | (496,627) | (1) | 1,954,311 | 4 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 1,216,543 | 3 | $ 3,828,374 | 8 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 1,655,624 | $ 1,834,552 | ||
| Non-controlling interests | 57,546 | 39,511 | ||
| $ 1,713,170 | $ 1,874,063 | |||
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 1,150,826 | $ 3,788,582 | ||
| Non-controlling interests | 65,717 | 39,792 | ||
| $ 1,216,543 | $ 3,828,374 | |||
| EARNINGS PER SHARE (Note 26) | ||||
| Basic | $ 1.41 | $ 1.56 | ||
| Diluted | 1.41 | 1.55 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
(With Deloitte & Touche auditors’ report dated March 13, 2026)
Eternal Materials Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| Equity Attributable to Owners of the Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Surplus | Retained Earnings | Unappropriated Earnings | Other Equity | Total Other Equity | Treasury Stock | Total | Non-controlling Interests | Total Equity | |||
| Legal Reserve | Special Reserve | Unrealized Gains and Losses on Financial Assets at Fair Value Through Other Comprehensive Income | ||||||||||
| BALANCE ON JANUARY 1, 2025 | $ 11,782,655 | $ 1,353,668 | $ 5,230,730 | $ 1,358,789 | $ 8,328,467 | $ (278,845) | $ 538,947 | $ 260,102 | $ - | $ 28,314,411 | $ 676,565 | $ 28,990,976 |
| Appropriation of the 2024 earnings (Note 22) | ||||||||||||
| Legal reserve appropriated | - | - | 221,462 | - | (221,462) | - | - | - | - | - | - | - |
| Reversal of special reserve | - | - | - | (932,504) | 932,504 | - | - | - | - | - | - | - |
| Cash dividends - NT$1.0 per share | - | - | - | - | (1,178,265) | - | - | - | - | (1,178,265) | - | (1,178,265) |
| - | - | 221,462 | (932,504) | (467,223) | - | - | - | - | (1,178,265) | - | (1,178,265) | |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method (Note 22) | - | 3,198 | - | - | - | - | - | - | - | 3,198 | - | 3,198 |
| Cash dividends distributed through capital surplus - NT$ 0.2 per share (Note 22) | - | (235,653) | - | - | - | - | - | - | - | (235,653) | - | (235,653) |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 1,655,624 | - | - | - | - | 1,655,624 | 57,546 | 1,713,170 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 44,956 | (517,802) | (31,952) | (549,754) | - | (504,798) | 8,171 | (496,627) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 1,700,580 | (517,802) | (31,952) | (549,754) | - | 1,150,826 | 65,717 | 1,216,543 |
| Buy-back of ordinary shares (Note 22) | - | - | - | - | - | - | - | - | (151,096) | (151,096) | - | (151,096) |
| Cancellation of treasury shares (Note 22) | (60,200) | (21,221) | - | - | (69,675) | - | - | - | 151,096 | - | - | - |
| Difference between the consideration received or paid and the carrying amount of the subsidiaries during actual disposal or acquisition (Note 28) | - | (227,671) | - | - | - | - | - | - | - | (227,671) | (174,128) | (401,799) |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | (17,708) | (17,708) |
| Disposal of investments in equity instruments at fair value through other comprehensive income (Note 22) | - | - | - | - | (3,207) | - | 3,207 | 3,207 | - | - | - | - |
| BALANCE ON DECEMBER 31, 2025 | $ 11,722,455 | $ 872,321 | $ 5,452,192 | $ 426,285 | $ 9,488,942 | $ (796,647) | $ 510,202 | $ (286,445) | $ - | $ 27,675,750 | $ 550,446 | $ 28,226,196 |
| BALANCE ON JANUARY 1, 2024 | $ 11,782,655 | $ 664,785 | $ 5,083,381 | $ 977,601 | $ 7,584,997 | $ (1,886,840) | $ 528,051 | $ (1,358,789) | $ - | $ 24,734,630 | $ 481,339 | $ 25,215,969 |
| Appropriation of the 2023 earnings (Note 22) | 147,349 | (147,349) | - | - | - | - | - | - | - | |||
| Legal reserve appropriated | - | - | - | 381,188 | (381,188) | - | - | - | - | - | - | - |
| Special reserve appropriated | - | - | - | - | (942,612) | - | - | - | - | (942,612) | - | (942,612) |
| Cash dividends - NT$0.8 per share | - | - | - | - | - | - | - | - | - | - | - | - |
| - | - | 147,349 | 381,188 | (1,471,149) | - | - | - | - | (942,612) | - | (942,612) | |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method (Note 22) | - | (490) | - | - | - | - | - | - | - | (490) | - | (490) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 1,834,552 | - | - | - | - | 1,834,552 | 39,511 | 1,874,063 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 116,440 | 1,563,067 | 274,523 | 1,837,590 | - | 1,954,030 | 281 | 1,954,311 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 1,950,992 | 1,563,067 | 274,523 | 1,837,590 | - | 3,788,582 | 39,792 | 3,828,374 |
| Difference between the consideration received or paid and the carrying amount of the subsidiaries during actual disposal or acquisition (Note 28) | - | 688,615 | - | - | - | 44,464 | - | 44,464 | - | 733,079 | 251,648 | 984,727 |
| Changes in percentage of ownership interests in subsidiaries (Note 28) | - | 758 | - | - | - | 464 | - | 464 | - | 1,222 | 3,773 | 4,995 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | (99,987) | (99,987) |
| Disposal of investments in equity instruments at fair value through other comprehensive income (Notes 12 and 22) | - | - | - | - | 263,627 | - | (263,627) | (263,627) | - | - | - | - |
| BALANCE ON DECEMBER 31, 2024 | $ 11,782,655 | $ 1,353,668 | $ 5,230,730 | $ 1,358,789 | $ 8,328,467 | $ (278,845) | $ 538,947 | $ 260,102 | $ - | $ 28,314,411 | $ 676,565 | $ 28,990,976 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated March 13, 2026)
Eternal Materials Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 2,389,053 | $ 2,744,097 |
| Adjustments for: | ||
| Depreciation expense | 2,259,467 | 2,219,440 |
| Amortization expense | 16,776 | 19,283 |
| Expected credit loss | 23,659 | 37,527 |
| Net gain on fair value changes of financial assets at fair value through profit or loss | (6,952) | (7,694) |
| Interest expense | 453,761 | 451,234 |
| Net loss on disposal of financial assets at amortized cost | 19,283 | 12,469 |
| Interest income | (99,438) | (101,047) |
| Dividend income | (25,552) | (44,044) |
| Share of profit of associates and joint ventures | (409,639) | (387,791) |
| Loss (Gain) on disposal of property, plant and equipment | (2,381) | 12,117 |
| Gain on disposal of investment properties | (15,585) | - |
| Gain on disposal of intangible assets | - | (1,420) |
| Gain on disposal of non-current assets held for sale | (373,463) | - |
| Gain on disposal of investments | - | (83,021) |
| Impairment loss recognized on non-financial assets | 111,059 | 107,361 |
| Others | (5) | (174) |
| Changes in operating assets and liabilities | ||
| Notes receivable | 239,003 | 679,692 |
| Notes receivable from related parties | 23,714 | 9,050 |
| Accounts receivable | 860,243 | (356,789) |
| Accounts receivable from related parties | 19,829 | (13,114) |
| Other receivables | (135,172) | (38,148) |
| Inventories | 175,928 | 110,194 |
| Other current assets | 98,831 | 50,529 |
| Contract liabilities | (392,508) | (259,901) |
| Notes payable | 363,738 | 665,021 |
| Accounts payable | (360,170) | (253,318) |
| Other payables | 63,112 | 100,296 |
| Other current liabilities | (14,572) | 37,128 |
| Other non-current liabilities | (52,924) | (107,385) |
| Cash generated from operations | 5,229,095 | 5,601,592 |
| Interest received | 81,330 | 96,623 |
| Dividends received | 332,401 | 216,724 |
| Interest paid | (490,066) | (491,277) |
| Income taxes paid | (887,579) | (811,305) |
| Net cash generated from operating activities | 4,265,181 | 4,612,357 |
(Continued)
Eternal Materials Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income | $ (17,100) | $ (19,000) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 300,236 |
| Purchase of financial assets at fair value through profit or loss | (943,908) | (1,984,039) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 1,701,294 | 1,184,661 |
| Proceeds from disposal of investments accounted for using the equity method | 16 | 95,381 |
| Proceeds from disposal of non-current assets held for sale | 537,117 | 49,812 |
| Payments for property, plant and equipment | (3,110,335) | (3,586,869) |
| Proceeds from disposal of property, plant and equipment | 67,567 | 11,153 |
| Payments for intangible assets | (1,851) | (3,492) |
| Proceeds from disposal of intangible assets | - | 1,600 |
| Proceeds from disposal of investment properties | 72,490 | - |
| Decrease in long-term lease receivables | 18,672 | 20,571 |
| Decrease (increase) in other financial assets | (1,008,903) | 868,118 |
| Increase in other non-current assets | (125,930) | (91) |
| Net cash used in investing activities | (2,810,871) | (3,061,959) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Decrease in short-term borrowings | (2,394,286) | (40,134) |
| Repayments of bonds payable | - | (3,000,000) |
| Proceeds from long-term borrowings | 4,902,616 | 11,321,686 |
| Repayments of long-term borrowings | (2,889,286) | (9,180,548) |
| Decrease in guarantee deposits received | (413) | (3,988) |
| Repayment of the principal portion of lease liabilities | (88,715) | (88,332) |
| Dividends paid | (1,413,918) | (942,612) |
| Payments for buy-back of ordinary shares | (151,096) | - |
| Acquisition and disposal of ownership interest in subsidiaries (without losing control) | (307,953) | 989,722 |
| Change in non-controlling interests | (17,708) | (99,987) |
| Net cash used in financing activities | (2,360,759) | (1,044,193) |
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (152,279) | 214,239 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,058,728) | 720,444 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 7,102,753 | 6,382,309 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 6,044,025 | $ 7,102,753 |
| Reconciliation of cash and cash equivalents as of the end of the year | ||
| December 31 | ||
| 2025 | 2024 | |
| Cash and cash equivalents in the consolidated balance sheets | $ 6,044,025 | $ 7,074,515 |
| Cash and cash equivalents classified to non-current assets held for sale | - | 28,238 |
| Cash and cash equivalents in the consolidated statements of cash flows | $ 6,044,025 | $ 7,102,753 |
| The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 13, 2026) | (Concluded) |
Attachment 7
Eternal Materials Co., Ltd.
2025 Earnings Distribution Table
Unit: NT$
| Item | Amount | |
|---|---|---|
| I. Amount Available for Distribution | ||
| Retained Earnings at Beginning of Period | 7,861,244,204 | |
| Net profit after tax for 2025 | 1,655,624,044 | |
| Defined benefit plan remeasurement adjustments to retained earnings | 42,740,218 | |
| Retained earnings adjusted for investments accounted for using the equity method | 2,215,235 | |
| Disposal of equity instrument investments measured at fair value through other comprehensive income | (3,206,570) | |
| Retirement of treasury stock debits retained earnings | (69,675,276) | |
| The after-tax net income for the current period plus the amounts of items other than the after-tax net income for the current period included in the undistributed earnings for the current year | 1,627,697,651 | |
| Appropriation of 10% legal reserve | (162,769,765) | |
| Distributable earnings for the current period | 9,326,172,090 | |
| II. Distribution Items: | ||
| Shareholder Cash Dividend (NT$1.0 per share) | (1,172,245,483) | |
| III. Undistributed Earnings at End of Period | 8,153,926,607 |
- The shareholder dividends proposed for distribution this year will be prioritized from the earnings of 2025.
- In accordance with the letter No. 1090150022 issued by the Financial Supervisory Commission on March 31, 2021, the Company, due to the election of exemptions under IFRS 1, has appropriated special surplus reserve of NT$426,930,232 for the portion of unrealized revaluation increment transferred to retained earnings. The special surplus reserve was reversed by NT$645,282 in 2021.
- In accordance with the provisions of Jin Guan Zheng Fa Letter No. 1090150022 dated March 31, 2021, as of the end of 2025, the Company is required to set aside special surplus reserve of NT$286,445,137, representing the net amount of deductions from other shareholders' equity arising from the translation differences of assets and liabilities of foreign operations and the fair value remeasurement of financial investments. The accumulated amount of special surplus reserve already set aside by the Company is NT$426,284,950, and therefore no additional special surplus reserve is required to be appropriated.
Chairman: Kao, Kuo-Lun
President: Liao, Hen-Ning Accounting Manager: Su, Hui-Fang
35
Attachment 8
The Main Contents of the Request for Proposing the Non-Competition Restriction
| Director | Concurrent Company | Position Held |
|---|---|---|
| Liao, Hen-Ning | Eternal Precision | |
| Mechanics Co., Ltd. | Director | |
| Chen, Chin-Yuan | Daxin Materials | |
| Corporation | Director |
Appendix 1
Eternal Materials Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Established: 1991.04.21
Revision: 2020.06.18
-
The rules of procedure for shareholders' meetings of this company shall be governed by these Rules, except as otherwise provided by laws, regulations, or the Articles of Incorporation.
-
Shareholders holding more than one percent (1%) of the total issued shares may submit proposals for the Annual General Meeting of Shareholders to the Company in writing. However, it is limited to one proposal; if more than one proposal is submitted, none of them shall be included in the agenda. However, if a shareholder proposal is a recommendation to urge the company to promote the public interest or fulfill social responsibility, the Board of Directors may still include it as an agenda item. If the proposals submitted by shareholders fall under any of the circumstances set forth in Article 172-1, Paragraph 4 of the Company Act, the Board of Directors may choose not to include them as agenda items.
The Company shall publicly announce the acceptance of shareholder proposals, the methods of acceptance in writing or electronically, the place of acceptance, and the period of acceptance before the record date for suspension of stock transfer prior to the annual general shareholders' meeting: the acceptance period shall not be less than ten days.
Proposals submitted by shareholders are limited to 300 characters (including text and punctuation marks); proposals exceeding 300 characters will not be included in the agenda. Shareholders whose proposals are included in the agenda shall attend the Annual General Meeting in person or by proxy, and participate in the discussion of such proposals.
The Company shall notify the proposing shareholders of the processing results before the date of the notice of the annual general meeting of shareholders, and shall include the proposals that comply with these regulations 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 Annual General Meeting of Shareholders.
- The shareholder themselves or the proxy entrusted by the shareholder (hereinafter referred to as "shareholder") shall attend the shareholders' meeting with an attendance certificate, attendance sign-in card, or other attendance documents; solicitors who have solicited proxies shall also bring identification documents for verification purposes.
The number of shares in attendance shall be calculated based on the attendance certificates, attendance sign-in cards, or other attendance documents submitted, plus the number of shares for
36
which voting rights are exercised in writing or electronically.
-
Attendance and voting at shareholders' meetings shall be calculated on the basis of shares.
-
The location of the shareholders' meeting shall be held at the place where the Company or its factory is located, or at a location convenient for shareholders to attend and suitable for holding the shareholders' meeting. The meeting shall not commence earlier than 9:00 a.m. or later than 3:00 p.m., and registration shall be accepted at least thirty minutes before the meeting commences. The Company shall state in the meeting notice the time for accepting shareholder registration, the location of the registration desk, and other matters requiring attention.
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The chairman of the shareholders' meeting shall be served by the Chairman of the Board. When the Chairman is on leave or unable to exercise authority due to any reason, the Chairman shall designate one Director to act as proxy. If the Chairman fails to designate a proxy, the Directors shall elect one among themselves to act as proxy.
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The Company may designate appointed attorneys, certified public accountants, or relevant personnel to attend the shareholders' meeting.
Personnel handling shareholders' meeting affairs shall wear identification badges or armbands.
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From the time the Company begins accepting shareholder registration, audio and video recordings shall be made continuously and without interruption throughout the entire process, and shall be retained for at least one year.
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When the meeting time has arrived, the chairperson shall immediately announce the opening of the meeting; however, if shareholders representing more than half of the total issued shares are not present, the chairperson may announce a postponement of the meeting. The number of postponements shall be limited to two, and the total postponement time shall not exceed one hour. If the meeting is postponed twice and still fails to meet the required quorum, but shareholders holding one-third or more of the total issued shares are present, the meeting may proceed and make a provisional resolution in accordance with Article 175, Paragraph 1 of the Company Act. However, before the conclusion of the current meeting, if the number of shares represented by attending shareholders reaches more than half of the total number of issued shares, the chairperson may resubmit the provisional resolution to the general meeting for resolution in accordance with Article 174 of the Company Act.
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If the shareholders' meeting is convened by the Board of Directors, the agenda shall be determined by the Board of Directors. All relevant proposals (including questions and motions and amendments to original proposals) shall be voted on. The meeting shall proceed in accordance with the scheduled agenda and shall not be altered without a resolution of the shareholders'
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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 agenda scheduled in the preceding two paragraphs shall not be adjourned by the chairperson without a resolution before the proceedings (including questions and motions under any other business) have been concluded.
After the meeting is dissolved, shareholders shall not elect another chairman to continue the meeting at the original venue or at another location.
- Before speaking at the shareholders' meeting, attendees must first fill out a speaker's slip indicating the key points of the speech, shareholder account number (or attendance card number), and account name, and the chairperson shall determine the order of speaking.
Shareholders present who submit a speaking slip but do not speak shall be deemed not to have spoken. Where there is a discrepancy between the spoken content and the record of remarks, the spoken content shall prevail.
When a shareholder who is present takes the floor, other shareholders shall not interrupt or interfere with the speech without the consent of the chairperson and the speaking shareholder; the chairperson shall stop any violation thereof.
- For the same motion, each shareholder may not speak more than twice without the consent of the chairperson, and each time shall not exceed five minutes.
If a shareholder's speech violates the provisions of the preceding paragraph or exceeds the scope of the agenda item, the chairperson may stop their speech.
- When a legal entity is entrusted to attend the shareholders' meeting, the legal entity may only designate one representative to attend.
When a corporate shareholder designates two or more representatives to attend the shareholders' meeting, only one person may be designated to speak on the same agenda item.
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After attending shareholders have spoken, the Chairman may respond personally or designate relevant personnel to respond.
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When the chairperson considers that the discussion on a motion has reached a stage where it is ready to be put to a vote, the chairperson may declare the discussion closed and put the motion to a vote.
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The vote supervisors and vote counters for ballot voting on proposals shall be designated by the chairperson; however, vote supervisors shall have shareholder status.
The vote counting for shareholder meeting resolutions or election proposals shall be conducted
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openly at the shareholder meeting venue, and upon completion of the vote counting, the voting results or election results shall be announced on the spot, including the tabulated voting weights or the list of elected candidates and their elected voting weights, and a record shall be made thereof.
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During the meeting, the chairperson may announce a recess at an appropriate time at their discretion.
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The voting on proposals, unless otherwise provided by the Company Act and the Articles of Incorporation, shall be passed by the affirmative votes of a majority of the voting rights represented by the shareholders present at the meeting.
During voting, the chairperson or their designated person shall announce the total number of voting rights of the attending shareholders for the matter, after which the shareholders shall proceed to vote on the matter.
- When the Company holds a shareholders' meeting, electronic means shall be adopted and written means may also be adopted for shareholders to exercise their voting rights, and the notice of convening the shareholders' meeting shall also specify the method by which shareholders may exercise their voting rights.
Shareholders who exercise their voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person; however, they shall be deemed to have abstained with respect to any extraordinary motions and amendments to the original proposals at such shareholders' meeting.
Those who exercise their voting rights in writing or electronically pursuant to the preceding paragraph shall have their expressions of intent delivered to the company two days before the shareholders' meeting. In the event of duplicate expressions of intent, the one delivered first shall prevail. Unless the declaration of revocation of the previous manifestation of intention is made before such time.
After a shareholder has exercised their voting rights in writing or electronically, if they wish to attend the shareholders' meeting in person, they shall withdraw the expression of intent to exercise the aforementioned voting rights in the same manner as the voting rights were exercised no later than two days before the shareholders' meeting; if the withdrawal is made after the deadline, the voting rights exercised in writing or electronically shall prevail. If voting rights are exercised in writing or electronically and a proxy is authorized to attend the shareholders' meeting, the voting rights exercised by the authorized proxy in attendance shall prevail.
When there are amendments or substitute motions to the same proposal, the chairperson shall determine the order of voting together with the original proposal. If one of the motions has been passed, the other motions shall be deemed rejected without the need for further voting.
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- The resolutions of the shareholders' meeting shall be recorded in minutes, signed or sealed by the chairperson, and the minutes shall be distributed to all shareholders within twenty (20) days after the meeting. The preparation and distribution of minutes may be done electronically.
The distribution of the minutes referred to in the preceding paragraph may be accomplished by the Company through the method of posting announcements on the Market Observation Post System.
The minutes shall faithfully record the year, month, day, location, name of the chairperson, method of resolution, summary of the proceedings, and voting results (including the weighted votes counted). When there is an election of Directors, the weighted votes received by each candidate shall be disclosed. During the existence of the company, it shall be permanently retained.
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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 should wear armbands with the words "Marshal" on them.
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These Rules shall come into effect upon approval by the Shareholders' Meeting, and the same shall apply when amendments are made.
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Appendix II
Articles of Incorporation of Eternal Materials Co., Ltd.
Chapter 1 General Provisions
Article 1: The Company is organized in accordance with the provisions of the Company Act and shall be named 長興材料工業股份有限公司 in Chinese, and ETERNAL MATERIALS CO., LTD. in English.
Article 2: The business operations of the Company are as follows:
- C801100 Synthetic Resin and Plastic Manufacturing
- CC01080 Electronics Components Manufacturing
- C802200 Coating, Paint, Dye and Pigment Manufacturing
- C802120 Other Plastic Products Manufacturing
- C805990 Other Plastic Products Manufacturing
- C801990 Other Chemical Materials Manufacturing
- C801020 Petrochemical Materials Manufacturing
- C801010 Basic Chemical Industrial
- CF01011 Medical Devices Manufacturing
- F108031 Wholesale of Medical Devices
- F208031 Retail Sale of Medical Apparatus
- ZZ99999 In addition to licensed businesses, the company may operate businesses that are not prohibited or restricted by laws and regulations.
Article 3: The Company is located in Kaohsiung City, and may establish branch offices domestically or internationally if necessary.
Article 4: The amount of external investment by the Company shall not be subject to the limitation of forty percent (40%) of the paid-in capital.
Article 5: The Company may act as a guarantor for related enterprises and invested businesses.
Chapter 2 Shares
Article 6: The Company's total authorized capital is NT$18 Billion, divided into 1.8 Billion shares of common stock at a par value of NT$10 per share, authorized to be issued in installments at the discretion of the Board of Directors. Of which NT$100 Million, divided into 10 Million shares, at NT$10 per share, is reserved for use with bonds with warrants, preferred shares with warrants, and warrants.
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Article 6-1: Shares issued by the Company may be exempted from printing stock certificates, but shall be registered with a centralized securities depository enterprise.
Article 7: The transfer of registration due to change of name of shareholders shall be suspended within sixty (60) days before the annual general meeting of shareholders, within thirty (30) days before an extraordinary general meeting of shareholders, or within five (5) days before the record date set by the Company for the distribution of dividends, bonuses, or other benefits.
Chapter 3 Shareholders' Meeting
Article 8: Shareholders' meetings are divided into two types: regular meetings and special meetings. The regular meeting shall be held at least once a year and shall be convened by the Board of Directors in accordance with the law within six months after the end of each fiscal year. Extraordinary sessions shall be convened in accordance with law when necessary.
Article 9: When a shareholder is unable to attend a shareholders' meeting due to unavoidable reasons, the shareholder may issue a proxy form printed by the company, specifying the scope of authorization, and sign or affix a seal to appoint a proxy to attend on their behalf.
Article 10: Each shareholder of the Company shall have one voting right per share, except for shares without voting rights as stipulated by the Company Act and relevant laws and regulations.
Article 11: Resolutions of the shareholders' meeting, unless otherwise provided by the Company Act, shall require the attendance of shareholders representing more than half of the total issued shares, and shall be adopted by the affirmative vote of more than half of the voting rights of the attending shareholders.
Chapter 4 Board of Directors and Audit Committee
Article 12: The Board of Directors of the Company shall consist of eleven (11) Directors (including three (3) Independent Directors); however, starting from the 19th Board of Directors, the Board shall consist of twelve (12) Directors (including four (4) Independent Directors). The term of office shall be three (3) years, and Directors shall be elected by shareholders from a list of candidates and may be re-elected upon the expiration of their term.
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The election of Directors adopts a candidate nomination system.
The acceptance of nominations for director candidates, announcements, and other related matters shall all be handled in accordance with the relevant provisions of the Company Act, the Securities and Exchange Act, and other applicable laws and regulations. Independent Directors and non-independent Directors shall be elected together, with the number of seats to be elected calculated separately.
The total number of registered shares held by all directors shall comply with the provisions of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" promulgated by the securities competent authority.
Article 12-1: Starting from the 17th Board of Directors of the Company in 2016, an Audit Committee shall be established, composed of all Independent Directors, and the relevant organizational rules shall be determined by resolution of the Board of Directors.
From the date of establishment of the Audit Committee, the provisions of the Company Act, the Securities and Exchange Act, and other laws regarding Supervisors shall apply mutatis mutandis to the Audit Committee.
Article 12-2: The Company may purchase liability insurance for its Directors during their term of office.
Article 13: The Board of Directors shall be organized by Directors. The Chairman shall be elected by the mutual vote of more than two-thirds of the Directors in attendance and the consent of more than half of the Directors in attendance, and if necessary, a Vice Chairman may be elected in the same manner. The Chairman shall represent the Company externally. The Board of Directors may be convened by notifying each Director in writing, by facsimile, or by electronic means.
Article 14: When a Director is unable to attend a Board of Directors meeting, such Director may authorize another Director to attend on their behalf. However, for matters that require a resolution of the Board of Directors pursuant to Article 14-3 of the Securities and Exchange Act, an Independent Director may only authorize another Independent Director to act as proxy.
Article 14-1: The remuneration of the Directors of the Company shall be determined based on their degree of participation in and contribution to the Company's operations, and the Board of Directors is authorized to refer to industry standards to approve relevant remuneration payment methods as the basis for payment.
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Chapter 5 Managers
Article 15: The Company may appoint a number of managers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 16: At the end of each fiscal year, the Board of Directors shall prepare the business report, financial statements, proposals for earnings distribution or loss appropriation, and other relevant documents, and submit them to the Annual General Meeting of Shareholders in accordance with the law for approval.
Article 17: If the Company has profits in the current year, 4.5% (inclusive) to 5.5% shall be allocated as employee compensation, of which no less than 20% shall be distributed as compensation for entry-level employees, and no more than 1% shall be allocated as Director compensation. However, when the company still has accumulated losses, the amount for making up such losses shall be reserved in advance.
The profitability status of the current year referred to in Paragraph 1 means the profit before tax of the current year prior to deducting the distribution of employee compensation and director compensation.
When employee compensation is to be distributed in the form of stocks or cash, it shall be resolved by the Board of Directors with the attendance of at least two-thirds of the Directors and the approval of a majority of the Directors present, and shall be reported to the shareholders' meeting.
The recipients of employee compensation distributed in the form of stocks or cash include employees of subsidiaries that meet certain conditions.
Independent Directors shall not participate in the distribution of director remuneration under this Article, except for the remuneration stipulated in Article 14-1.
Article 18: If there is a surplus in the annual settlement of accounts of the Company, it shall be handled in the following order:
- Payment of income taxes
- Make up for accumulated losses.
- Set aside ten percent as the legal surplus reserve, except when the legal surplus reserve has already reached the amount of the paid-in capital.
- Special surplus reserves set aside or reversed as required by shareholders' meetings or competent authorities.
- The balance after the current year's appropriation, plus the accumulated undistributed earnings, constitutes the distributable earnings, for which the Board of Directors shall prepare a distribution proposal to be submitted to the shareholders' meeting for resolution.
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In accordance with Article 240 of the Company Act, the Company authorizes the Board of Directors, with the attendance of more than two-thirds of the Directors and a resolution passed by a majority of the Directors present, to distribute all or part of the dividends and bonuses to be distributed, or the legal reserve and capital reserve as stipulated in Paragraph 1 of Article 241 of the Company Act, in the form of cash distribution, and to report to the shareholders' meeting.
The Company adheres to the business philosophy of sustainable operation and continuous growth, and anticipates significant expansion plans in the future. The annual distribution of shareholder dividends shall be no less than thirty percent (30%) of the remaining balance after the aforementioned annual appropriations. Among which, cash dividends shall not be less than ten percent of the total dividends distributed for the current year.
Chapter 7 Supplementary Provisions
Article 19: Matters not stipulated in these Articles of Incorporation shall be handled in accordance with the provisions of the Company Act and relevant laws and regulations.
Article 20: These articles of incorporation were established on November 17, 1964. The 1st amended on February 16, 1966.
The 2nd amendment was made on May 1, 1967, and the 3rd amendment was made on December 16, 1967,
The 4th amendment was on February 6, 1972, and the 5th amendment was on November 2, 1972,
The 6th amendment was made on November 5, 1973, and the 7th amendment was made on June 6, 1974,
The 8th amendment was made on July 31, 1975, and the 9th amendment was made on August 29, 1976,
The 10th amendment was made on February 10, 1977, and the 11th amendment was made on August 3, 1978,
The 12th amendment was made on December 26, 1979, and the thirteenth amendment was made on December 28, 1980,
The 14th amendment was made on October 4, 1983, and the 15th amendment was made on July 20, 1984,
The 16th amendment was made on September 2, 1984, and the 17th amendment was made on October 23, 1986,
The 18th amendment was made on February 12, 1987, and the 19th amendment was made on June 25, 1987,
The 20th amendment was made on September 3, 1987, and the 21st amendment was made on January 17, 1988,
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The 22nd amendment was made on September 7, 1988, and the 23rd amendment was made on October 12, 1988,
The 24th amendment was made on December 11, 1988, and the 25th amendment was made on April 26, 1990,
The 26th amendment was made on May 20, 1990, and the 27th amendment was made on August 28, 1990,
The 28th amendment was made on April 21, 1991, and the 29th amendment was made on March 4, 1992,
The 30th amendment was made on April 25, 1992, and the 31st amendment was made on July 15, 1992,
The 32nd amendment was made on April 25, 1993, and the 33rd amendment was made on April 25, 1994,
The 34th amendment was made on April 28, 1995, and the 35th amendment was made on May 15, 1996,
The 36th amendment was made on May 15, 1997, and the 37th amendment was made on April 10, 1998,
The 38th amendment was made on May 4, 1999, and the 39th amendment was made on May 10, 2000,
The 40th amendment was made on May 11, 2001, and the 41st amendment was made on April 15, 2002,
The 42nd amendment was made on April 14, 2004, and the 43rd amendment was made on April 13, 2005,
The 44th amendment was made on June 9, 2006, and the 45th amendment was made on May 24, 2007,
The 46th amendment was made on June 13, 2008, the 47th amendment was made on June 15, 2010,
The 48th amendment was made on June 5, 2012, and the 49th amendment was made on June 20, 2013,
The 50th amendment was made on June 11, 2014, and the 51st amendment was made on June 10, 2015,
The 52nd amendment was made on June 15, 2016, and the 53rd amendment was made on June 15, 2017,
The 54th amendment was made on June 26, 2019, and the 55th amendment was made on July 07, 2021,
The 56th amendment was made on June 23, 2022, and the 57th amendment was made on June 25, 2025.
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Appendix III
Shareholding of Directors
| Title | Name | Record date suspension for this shareholders' meeting April 28, 2026 |
|---|---|---|
| Chairman | Kao, Kuo-Lun | 35,725,563 |
| Director | Kwang Yang Motor Co., Ltd. | 117,800,000 |
| Representative: Ko, Chun-Ping | 0 | |
| Director | Yang, Chin-Ying | 2,832,849 |
| Director | Chen, Jau-Shiuh | 3,288,108 |
| Director | Kao, Kuo-Hsun | 4,157,614 |
| Director | Huang, Shun-Ren | 797,701 |
| Director | Chen, Chin-Yuan | 221,803 |
| Director | Liao, Hen-Ning | 240,722 |
| Total shares held by all directors excluding independent directors | Total | 165,064,360 |
| Independent Director | Hung, Lee-Jung | 0 |
| Independent Director | Lo, Li-Chun | 0 |
| Independent Director | Lu, Gin-Cheng | 924 |
| Independent Director | Chen, Ting-Yuan | 3,607,199 |
| Total shares held by all Directors | Total | 168,672,483 |
Date of Election: June 25, 2025
The Company's paid-in capital is NT$11,722,454,830; 1,172,245,483 shares
Minimum number of shares required to be held by all Directors: 32,000,000 shares (Note)
(Note): According to Article 2, Paragraph 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," when two or more independent directors are elected, the shareholding ratio calculated based on the preceding paragraph for all directors other than independent directors shall be reduced to 80%.
Minimum number of shares legally required to be held by all supervisors: Not applicable
The shareholding status of all directors complies with the proportional standards set forth in the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".
Appendix IV
Other Instructions
This annual general meeting of shareholders, explanation on handling of shareholder proposals:
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In accordance with Article 172-1 of the Company Act, shareholders holding 1% or more of the total issued shares may submit proposals in writing to the company for the agenda of the Annual General Meeting of Shareholders, limited to one proposal per shareholder, and the proposed matter shall not exceed three hundred characters.
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The Company's acceptance period for shareholder proposal submissions for this year's Annual General Meeting is from April 17, 2026 to 5:00 p.m. on April 27, 2026, and has been duly announced on the Market Observation Post System in accordance with applicable laws and regulations.
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As of the proposal deadline, the Company has not received any shareholder proposals.
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