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EVEROHMS — AGM Information 2026
Apr 24, 2026
52641_rns_2026-04-24_38ae66fa-e1d0-48a6-99a5-ef26f6bd43aa.pdf
AGM Information
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Stock Code: 6834
EVER OHMS
Ever Ohms Technology Co., Ltd.
2026 Regular Shareholders’ Meeting
Agenda Handbook
Date: May 26, 2026 (Tuesday)
Venue: No. 3, S. 4th Rd., Qianzhen Dist., Kaohsiung City
(Conference Room of the Company, 2nd Floor)
EVER OHMS
Table of Contents
Meeting Procedure ... 1
Meeting Agenda ... 2
Report Items ... 3
Ratification Items ... 4
Discussion ... 6
Extraordinary Motions ... 7
[Attachment]
I. 2025 Business Report ... 8
II. 2025 Audit Committee’s Review Report ... 18
III. Details of Directors’ Remuneration Payment ... 19
IV. 2025 Parent Company Only and Consolidated Auditors' Report and Financial Statements ... 20
V. 2025 Earnings Distribution ... 39
VI. Comparison Table of the “Articles of Incorporation” Before and After Amendments ... 40
VII. Comparison Table of the “Rules of Procedure for Shareholders’ Meetings” Before and After Amendments ... 41
VIII. Details of the release from directors’ non-compete obligation ... 45
[Appendix]
I. Articles of Incorporation (Before Amendments) ... 46
II. Rules of Procedure for Shareholders’ Meetings (Before Amendments) ... 54
III. Shareholding of Directors ... 69
EVER OHMS
Ever Ohms Technology Co., Ltd.
Procedure for the 2026 Annual Shareholders' Meeting
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
IV. Ratification
V. Discussion
VI. Extraordinary Motions
VII. Adjournment
EVER OHMS
Agenda for the 2026 Annual Shareholders' Meeting
Time: 10:00 am, May 26, 2026 (Tuesday)
Venue: No. 3, S. 4th Rd., Qianzhen Dist., Kaohsiung City (Conference Room of the Company, 2nd Floor)
Convention method: physical shareholders' meeting
I. Call the Meeting to Order (reporting the number of shares represented)
II. Chairperson Remarks
III. Report Items
(I) 2025 Business Report.
(II) 2025 Audit Committee's Review Report.
(III) Distribution Status of the Remuneration of Employees and Directors in 2025.
IV. Ratification
(I) 2025 Business Report, Parent Company Only Financial Statements, and Consolidated Financial Statements.
(II) 2025 Earnings Distribution.
V. Discussion
(I) Amendments to the "Articles of Incorporation."
(II) Amendment to the "Rules of Procedure for Shareholders' Meetings".
(III) Proposal of cash distribution from capital surplus.
(IV) Proposal to lift the non-compete restrictions on current directors.
VI. Extraordinary Motions
VII. Adjournment
EVER OHMS
Report Items
I. Please Review the 2025 Business Report.
Description: For the 2025 Business Report, please refer to [Attachment 1] of the handbook (pages 8-17).
II. Please Review the 2025 Audit Committee’s Review Report.
Description: For the 2025 Audit Committee’s Review Report, please refer to [Attachment 2] of the handbook (page 18).
III. Please Review the Distribution Status of the 2025 Remuneration of Employees and Directors.
Description: In accordance with Article 21 of the Company’s Articles of Incorporation, the Company shall allocate 2% to 15% of its annual profit to employee bonuses (at least 20% of this employee remuneration allocation must be distributed to rank-and-file employees) and no more than 10% to director remuneration. However, the company’s accumulated losses shall have been covered.
The Company's Board of Directors resolved on February 26, 2026, to allocate 6.97%, or NT$4,000,000, as employee remuneration for 2025 (of which the actual allocation rate for rank-and-file employees is 37.56%, amounting to NT$1,503,729) and 3.49%, or NT$2,000,000, as director remuneration, both payable in cash. Details of the director remuneration distribution are shown in "Attachment 3" (page 19).
Ratification
Proposal 1: proposed by the Board of directors
Subject: Adoption of the 2025 Business Report, Parent Company Only Financial Statements, and Consolidated Financial Statements.
Description:
1. The Company’s 2025 parent company only and consolidated financial statements were prepared by the Board of Directors and audited by Wang Teng-Wei CPA and Hsu Kai-Ning CPA of Deloitte Taiwan, who issued the auditors’ report with an unqualified opinion. Along with the business report, the auditors’ report was submitted to the Audit Committee for review, which subsequently issued a written review report.
2. For the 2025 Business Report, please refer to [Attachment 1] of the handbook (pages 8-17); for the 2025 Parent Company Only and Consolidated Financial Statements, refer to [Attachment 4] of the handbook (pages 20-38).
Resolution:
Proposal 2: proposed by the Board of directors
Subject: 2025 Earnings Distribution.
Description:
1. The Company’s earnings distribution for 2025, based on its Articles of Incorporation, proposes a cash dividend of NT$17,694,217, or NT$0.2 per share. For the earnings distribution table, please refer to “Attachment 5” (page 39) of this Handbook.
2. The distribution plan is to distribute 2025 earnings first, and the earnings of previous year are only to be distributed if 2025 earnings is insufficient.
3. The cash dividend distribution this time is calculated and rounded down to the nearest New Taiwan Dollar (NTD); amounts less than NT$1 are disregarded. The total of these fractional amounts will be adjusted based on the descending order of decimal places and the ascending order of shareholder account numbers until it aligns with the total cash dividend distribution amount.
4. If there are any future changes in the Company’s capital that affect the number of outstanding shares, resulting in a change in the shareholder
dividend distribution rate that requires adjustment, it is proposed that the shareholders' meeting authorize the chairman to handle the matter with full authority.
- For the proposed cash dividend distribution, it is intended to authorize the chairman to determine the base date and payment date of dividend distribution and related matters upon the approval of the shareholders' meeting.
Resolution:
Discussion
Proposal 1: proposed by the Board of directors
Subject: The amendment to the Company’s “Articles of Incorporation” are hereby presented for discussions.
Description:
1. Certain provisions of the "Articles of Incorporation" have been amended to align with current amendments to the Company Act.
2. For the comparison table of the “Articles of Incorporation” before and after amendments, please refer to [Attachment 6] of the handbook (page 40).
Proposal 2: proposed by the Board of directors
Subject: The amendment to the Company’s “Rules of Procedure for Shareholders’ Meetings” are hereby submitted for discussion.
Description:
1. To accommodate practical operations, we have amended portions of the Company's “Rules and Procedures of Shareholders’ Meeting”.
2. For the Comparison Table of the “Rules of Procedures of Shareholders’ Meeting” Before and After Amendments, please refer to [Attachment 7] (pages 41-44).
Proposal 3: Proposed by the Board of Directors
Subject: Proposal of cash distribution from capital surplus.
Description:
1. The Company proposes to distribute NT$17,694,217 from capital surplus generated from the issuance of shares above par value to shareholders in cash, at NT$0.2 per share.
2. The cash dividend from capital reserves will be distributed to shareholders in proportion to their shareholdings as recorded on the shareholder roster as of the base date. The cash dividend will be calculated to the nearest dollar, with any fractional amounts rounded down. The aggregate of all fractional amounts less than one dollar will be adjusted downwards in descending order of decimal value and ascending order of shareholder account number, until the total amount distributed equals the total cash dividend from capital reserves.
-
If there are any future changes in the Company’s capital that affect the number of outstanding shares, resulting in a change in the shareholder dividend distribution rate that requires adjustment, it is proposed that the shareholders' meeting authorize the chairman to handle the matter with full authority.
-
After approval by the shareholders’ meeting, the chairman is authorized to determine the record date and distribution date for the cash dividend from capital surplus.
Proposal 4: proposed by the Board of directors
Subject: Proposal to lift the non-compete restrictions for current directors.
Description:
1. Pursuant to Article 209 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."
2. In order to leverage the expertise and relevant experience of the Company's directors, and without prejudice to the interests of the Company, it is proposed to seek the approval of the 2026 shareholders' meeting to release the non-compete restrictions of current directors and their representatives.
3. For details on the removal of directors’ non-compete restrictions, please refer to "Attachment 8" (page 45) of this Handbook.
Extraordinary Motions
Adjournment
[Attachment I]
Ever Ohms Technology Co., Ltd.
2025
Business Report
I. 2025 Operating Results
(I) 2025 Business Operating Results:
The Company was faced with geopolitical uncertainties in 2025, increased competition, and continued pricing pressure in the passive component market. However, we remained committed to steadily advancing our established strategy, focusing on product structure optimization, improved production efficiency, and expansion into high value-added markets. The revenue for 2025 increased by 13% compared to 2024, primarily driven by product portfolio optimization and the expansion of high-end applications. The Company continued to concentrate resources on high-growth, high-barrier-to-entry markets including AI servers, automotive electronics, new energy solutions, and industrial applications. The Company dedicated to enhancing the average selling price and gross margin structure to mitigate the impact of price competition in the general-purpose product segment.
In terms of manufacturing, with destocking completed in 2024, both capacity utilization and manufacturing efficiency were expected to improve significantly in 2025. Simultaneously, by integrating the manufacturing strengths of the Nantong production site, we reinforced supply flexibility and delivery stability for standard products, and had successfully expanded the procurement volume of our key customers. In addition, the Company continued to promote an internal division of labor system to clearly define the scope of responsibility for R&D, manufacturing, sales, and quality management. Through professional operation, the overall decision-making speed and operational efficiency will be improved, laying a solid foundation for simultaneous growth in revenue and profit in 2026.
(II) Financial incomes, expenditures, and analysis of profitability:
2025 Operation Status
- Comparison of operating results
Unit: Thousands of NTD
| Item | 2025 | 2024 | Increase | % |
|---|---|---|---|---|
| Net operating revenue | 1,430,883 | 1,267,846 | 163,037 | 12.86 |
| Gross profit | 256,196 | 224,757 | 31,439 | 13.99 |
| Gross margin | 17.90% | 17.73% | 0.17 | 0.96 |
| Net operating income (loss) | 44,674 | 31,121 | 13,553 | 43.55 |
| Net income (net loss) before tax | 56,498 | 67,233 | (10,735) | (15.97) |
| Profit (loss) after tax | 44,398 | 56,767 | (12,369) | (21.79) |
| Basic earnings (net loss) per share after tax: NTD/Share | NTD 0.50 | NTD 0.64 | NTD (0.14) | (21.88) |
- Comparison of financial position
Unit: Thousands of NTD
| Item | 2025/12/31 | 2024/12/31 |
|---|---|---|
| Total assets | 2,229,440 | 2,136,452 |
| Total liabilities | 795,261 | 672,632 |
| Shareholders' equity | 1,434,179 | 1,463,820 |
| Share capital | 884,711 | 884,711 |
| Additional paid-in capital | 455,675 | 455,675 |
| Retained earnings | 115,643 | 116,178 |
- Financial incomes, expenditures, and analysis of profitability:
| Item | 2025 | 2024 |
|---|---|---|
| Net cash inflow from operating activities | 129,041 | 231,286 |
| Net cash outflow from investment activities | (173,812) | (189,186) |
| Net cash inflow (outflow) from financing activities | 51,066 | (17,243) |
| Return on investment (%) | 2.35 | 2.96 |
| Return on shareholders' equity (%) | 3.06 | 3.95 |
| Net income before tax to paid-up capital (%) | 6.39 | 7.60 |
| Net profit margin (%) | 3.10 | 4.48 |
| Basic earnings (net loss) per share after tax: NTD/Share | NTD 0.50 | NTD 0.64 |
(III) Status of R&D
- R&D status of Thick Film Business Department
1.1. The Copper Alloy-CA series chip resistors, in 1206/2512 sizes with resistance values from 0.01 to 0.05Ω, offer improved power handling and TCR performance, enhancing their competitiveness against metal foil resistors.
1.2. Expand the development of copper process Chip Resistors – CR..R series chip resistor products, with types 0805/1206//2512, increasing the resistance value to 10-50Ω to enhance cost advantages and improve product competitiveness.
1.3. High-stability AEC-Q200 and High Stability-QS series chip resistors, available in types 0402/0603/0805/1206, boast a high stability variation rate of ±1% and a resistance range of 1Ω to 10MΩ, meeting market demand for values below 10Ω and above 1MΩ that are difficult to achieve with thin film resistors.
1.4. Development of the CUH..R series 0402/0603/0805/1206/1210/2010/2512 high-current shunt products, guaranteeing a resistance value below 0.01Ω. The maximum operating current will be 3 to 8 times higher than that of existing thick film shunt products (5A to 16A), leveraging the cost benefits of copper manufacturing and its complete sulfurization resistance to enhance competitiveness.
1.5. Capitalize on industry collaboration opportunities, invest in the research and development and production of 3216-size chip antennas, and successfully penetrate the supply chains for Bluetooth headsets and mobile devices. We will also further expand technical applications to develop dual-frequency antennas for automotive navigation systems and strengthen our diversified strategy.
1.6. Continue developing 4x power surge resistance and introduce the AEC-Q200 specification to serve the automotive market, addressing the growing need for higher power surge capability.
- R&D status of Thin Film Sales Department
2.1. R&D is underway on TRL/TR 01005-sized chip resistors using thin and metal films. The focus of metal film micro-resistance is around 1Ω, while the film offers applications ranging from 49.9Ω to 11.8KΩ in resistance value. Currently, 01005 has entered the pre-mass production stage and is being used for prototyping the next generation of mobile phones.
2.2. TQV high-voltage thin-film chip resistors have entered the mass production
verification stage, with the upper resistance limit of the TQV 1206/1210 series extended to 2MΩ. The voltage application range has been increased to 1000V, the maximum overload voltage to 2000V, and ESD tolerance to 4kV. Applied to BMS (battery management system), on-board chargers (OBC) and inverters for monitoring high-voltage battery pack voltage.
2.3. Thermal Jumper chips TJ 0508/0603/0612/1206/1225/2512 have been developed and are now in mass production. Thermal jump wire chips are widely used in applications with limited space and high heat dissipation requirements. They rapidly dissipate heat from sources, enabling efficient cooling of circuit systems, improving computing performance, and extending the lifespan of circuit components – all of which is expected to support the rapid growth of AI applications.
2.4. TS high-stability automotive thin film resistor series, conforming to AEC-Q200 test specifications, has entered the mass production validation stage. The high-temperature storage temperature reaches 175°C, with a maximum rated temperature of 85°C, and exhibits a small reliability drift to achieve excellent high stability. Beyond its use in standard automotive electronics, it is well-suited for the high-temperature environments of AI servers and will be a key product in our future film resistor lineup.
2.5. AlN super high power thin film chip resistor THH 1206 49.9Ω~1KΩ 2W, offering eight times the power of standard chip resistors. Aluminum nitride film resistors are used in high-precision, high-heat signal processing applications due to their extremely high thermal conductivity and low capacitance. The prototype has been completed, and full development is expected by 2026.
- R&D status of Metal Plate Sales Department
3.1. Develop small-size, high-power resistor products, resulting in the MAH2512-5W-0.5 mΩ~20mΩ series. At present, it has entered the volume testing phase. The 2512 component, at the same size, can handle up to 5W of power—an improvement over standard products. Currently used in LED car lighting, it is specifically designed for precise current driving of headlights, enabling high-power operation in a compact space.
3.2. MA2512-3W-0.3 mΩ ~ 0.5 mΩ ultra-thin metal plate resistors have completed the relevant reliability testing and are currently in mass production. With its
ultra-thin design, the product is only about 0.85mm thick, making it ideal for installation in space-constrained modules. The ultra-thin design facilitates a dual-sided heat dissipation structure, which can significantly reduce the size of the power module.
3.3. The alloy ultra-low resistance product MA0508-1W-0.5mΩ~2mΩ is currently in the mass production testing phase. Excellent stability and surge resistance, combined with the excellent heat dissipation efficiency of the wide-edge electrode, allows this component to achieve 1W of power in the small 0508 size – significantly higher than traditional 0805 resistors.
3.4. Small-size MAL 1206-1W-11 mΩ to 25 mΩ low-value metal plate resistors are now in mass production. The MAL1206 low-value metal plate resistor offers both space-saving and signal integrity benefits. Its low sensitivity characteristic minimizes signal distortion and is primarily used in circuits sensitive to high-frequency noise, wireless communication base stations, and GPS modules.
3.5 The four-terminal metal plate resistor MAF 0612, 1mΩ to 2mΩ, has completed relevant reliability testing and entered mass production. The four-terminal metal plate resistor completely separates the current path from voltage measurement, allowing for more accurate current detection. The products are used in servers and data centers, in DC-DC converters and voltage regulation modules.
3.6 MU2512-3W-0.2mΩ ultra-low resistance products are now in mass production. Extremely low resistance products can be manufactured in a very short process. These products effectively minimize voltage drop and power consumption under high current flow, and are capable of sensing charge and discharge currents of 100A or higher. They are used in EV battery monitoring and BMS battery management systems for hybrid and all-electric vehicles.
3.7 Metal sheet shunt SRF1216-8W-0.2mR has completed relevant prototype reliability testing and is now in the pilot production phase. SRF1216-8W-0.2mR utilizes a four-terminal structure and is primarily used for high-precision current sensing, voltage distribution, high-current power modules, motor drives, industrial control, and battery management systems.
II. 2026 Business Plans
Ever Ohms Technology Co., Ltd. expects a significant growth momentum in 2026 from:
(1) Complete product portfolio
(I) Thick-film products:
-
Since 2018, the Company has actively developed products that meet AEC-Q200 standards, such as ultra-high voltage thick film and ultra-high power thick film components. Starting from the first quarter of 2021, these products have been progressively adopted by Taiwanese and Chinese automotive electronics designers and manufacturers in the development of new models. Due to the increasing demand for automotive electronics, which typically require a larger quantity per vehicle, there was still strong order momentum throughout 2025, despite the economic downturn. This drove both overall sales volume and selling prices upward. Growth is expected to continue in 2026.
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In 2023, we developed small-sized, ultra-high power, and ultra-surge resistant chip resistors, which were adopted by new energy vehicle designers in the same year. We expect continued growth in 2026.
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Acquire the production capacity of the general-purpose series of products at the Nantong production site. In 2026, we will expand the promotion of general-purpose products to existing trading customers and increase the purchase amount and purchase volume of the Company's single customer.
-
The specific functional thick film products continue to be selected in customer designs, and extend the business model of the previous years.
(II) Thin-film products:
-
The miniaturized 01005-sized products will be available for sampling by major mobile phone manufacturers starting in Q4 2025, with volume production expected in 2026. The target market is high-end wearable devices and high-end smartphones adopting a modular design.
-
This high-end series is designed for long-term durability in harsh environments. Following testing and collaboration with major electronics manufacturers in 2025, positive results were achieved and mass production has begun. It is expected to be widely adopted in high-end downstream AI-related products in 2026.
-
Thermal jumpers are well-suited for applications in the AI server market. With the increasing power consumption of AI chips and servers, thermal jumper wires can directly conduct heat to heat sinks or casings, effectively mitigating performance slowdowns caused by component overheating. Major suppliers have acknowledged
and begun placing orders in 2025. The outlook for 2026 indicates a stable supply and substantial growth.
(III) Metal-plate products:
-
Miniaturized wide-margin electrode products (MA0508 series)
MA0508 Super low resistance series has been successfully adopted by a leading AI power module design and manufacturing company’s supply chain. Looking ahead to 2026, as customers continue to adopt this specification in numerous new models, sales are anticipated to grow in tandem with the expanding AI market. -
Highly automated process products (MR and MU series)
Following the certification of several major international manufacturers for the highly automated MR and MU series products in 2024, order intake remains strong for 2025, and capacity expansion was completed in Q4. In 2026, we will fully leverage the benefits of expanded production capacity to meet the growing order demand for our MU series in AI computing and inverter energy storage. -
AI high-end computing application planning (SRF1216 series)
For the mainstream "low-voltage, high-current" power supply model for AI semiconductors, there is a clear market demand for four-terminal structures, high precision, and ultra-low resistance products. The Company's SRF1216 (8W, $0.2\mathrm{m}\Omega / 0.3\mathrm{m}\Omega$) products are actively being sampled, with the goal of passing certification for next-generation AI products (mass production scheduled for 2027-2028) and securing a leading market position. -
Standard size ultra-low resistance products (MU2512 series)
The MU2512 product (0.2mΩ) received recognition by a well-known AI power supply designer in 2025. It is expected that between 2026 and 2027, a surge in customer sample requests and certification adoption within the AI sector will drive increased product penetration and significantly contribute to revenue growth. -
High-power resistance products (MAH2512 series)
MAH2512 (5W, $0.5\mathrm{m}\Omega \sim 20\mathrm{m}\Omega$) products have been actively promoted with significant resource investment over the past two years, and multiple customers have completed verification in 2025. In 2026, we will intensify our business promotion efforts, targeting customers with an urgent need for "high-power density" circuit design to secure a leading position in this niche market.
14
(2) Marketing strategy and customer development
(I) Target markets and industries
Target high-growth industries such as electric vehicles (EV), new energy, industrial automation, and AI technology. Adopt a "one-stop shopping" approach to promote the Company's high value-added, high power density resistor products – developed over the years – to these target customers, addressing their design challenges.
(II) Expand the first-tier OEM factories and terminal brands
Deepen partnerships with EMS/OEM/ODM providers and pursue a “dual-track” strategy:
- Brand-driven OEM: Continue direct engagement with leading end-brand customers. Once products are verified and adopted, these brands will specify our company as their electronic manufacturing partner, effectively streamlining the supplier evaluation process for OEM factories.
- Reverse supply chain penetration: In 2026, we will further deepen our collaboration with electronic foundries, leveraging their existing supply chain networks to penetrate the market and secure more orders from international brands, thereby expanding our overall market share.
(III) 2026 Operational Objectives
The Company's 2026 operational objectives remain double-digit growth in annual revenue. This goal is based on the operational results of 2025 and will be achieved through continued expansion in high-growth markets, improved internal operational efficiency, and stronger customer relationships, driving comprehensive growth in the company's scale and profitability.
III. The future Company’s development strategies, and impacts from the external competition environment, regulatory environment, and macro operating environment:
(I) Deepen the technology moat and increase the value of the product portfolio.
- Focusing on key AI and automotive technologies: We will concentrate on developing thermal jumper jumpers, ultra-low resistance metal plate resistors, and high-voltage thick film products to meet the growing demand for AI servers. The trend is shifting away from general-purpose thin film products towards more specialized, surge-resistant thick film and high-voltage thick film solutions.
EVEN OHMS
In view of the trend towards ultra-small handheld devices, we will create technical barriers through miniaturization (such as the 01005 size) and high-power density technology.
- Implement a one-stop shopping strategy: Integrate thick film, thin film, metal sheet, and antenna product lines to provide customers with comprehensive resistance solutions, leveraging a high-value product mix to counter price competition in the commodity market for general-purpose products.
(II) A dual-track market expansion strategy
-
Penetration of brands and OEMs: Adopt a "dual business model" by directly securing design wins (design wins) with terminal brand manufacturers, which then leads to specified EMS foundries for procurement; simultaneously, deepen cooperation with leading EMS foundries to penetrate further into more international brand supply chains and expand global market share.
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Focus on high-growth application areas: Concentrate resources on markets with strong demand, such as high-computing-power AI servers, electric vehicle (EV) battery management systems (BMS), inverters, and industrial automation, to mitigate the impact of fluctuations in consumer electronics.
(III) Optimization of the global supply chain and operational efficiency
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Leverage production base specialization: Utilize the manufacturing strengths of the Nantong production site to enhance the cost competitiveness and delivery flexibility of standard products. Taiwan headquarters will focus on the R&D and production of high-end, customized, and new technology products, improving overall gross profit margin through a "cross-strait division of labor and complementary advantages" approach.
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Professionalize organizational operations: Continue to deepen the functional division of R&D, manufacturing, quality assurance, and sales, and improve decision-making speed and production yield through professional management, building an agile organization with a rapid response capability.
(IV) Risk management and sustainable operations (ESG)
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Geopolitics and supply chain resilience: In light of global geopolitical uncertainties, we will mitigate the risk of supply chain disruptions and ensure a stable supply of raw materials through supply chain diversification and dynamic inventory management.
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Promotion of green manufacturing and corporate commitment: We are dedicated to complying with international environmental regulations and customer ESG requirements, developing low-energy processes and eco-friendly materials, and implementing corporate social responsibility to ensure the Company remains competitive as the regulatory landscape evolves.
In summary, facing a challenging yet promising business environment in 2026, the Company will adhere to its core values of “technological leadership, quality excellence, and customer focus” and steadily drive transformation and upgrading. We sincerely hope that all shareholders will continue to offer their support and guidance. Your trust is our greatest source of momentum. I would like to express my sincere gratitude to all customers, suppliers, shareholders, and colleagues.
Chairman: Liao, Chen-Yi
Manager: Huang, Hung-Chieh
Accounting Officer: Yang, Shan-Yu
17
[Attachment II]
Ever Ohms Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted the Company’s 2025 business report, parent company only financial statements, consolidated financial statements, and earnings distribution proposal. The financial statements have been audited by Wang Teng-Wei CPA and Hsu Kai-Ning CPA of Deloitte Taiwan, who have issued the auditors’ reports.
The aforementioned Business Report, Financial Statements, and Earnings Distribution have been reviewed by the Audit Committee and found no discrepancies. Therefore, pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, a report has been prepared for your reference. Please verify accordingly.
To
Ever Ohms Technology Co., Ltd.
2026 Annual Shareholders' Meeting
Convener of the Audit Committee: Tsai, Yang-Chung
February 26, 2026
[Attachment III]
Details of Directors' Remuneration Distribution
2025
| Name and Title | Expected amount of directors' remuneration to be distributed | Received monthly in the form of salary | Total distribution |
|---|---|---|---|
| Chi Wei Investment Co., Ltd. | |||
| Corporate representative: | |||
| Chairman Liao, Chen-Yi | 100,000 | 100,000 | |
| Zuokun Investment Co., Ltd. | |||
| Corporate representative: | |||
| Director Chan, Ching-Hui | 200,000 | 200,000 | |
| AKANE(H.K.) | |||
| ELECTRONICS LIMITED | |||
| Corporate representative: | |||
| Director Kuo, Shu-Chuan | 200,000 | 200,000 | |
| Chin Mao Investment Co., Ltd. | |||
| Corporate representative: | |||
| Director Fang, Min-Tsung | 200,000 | 200,000 | |
| Director, Wu, Chih-Yuan | 200,000 | 200,000 | |
| Director, Yang, Teng-Hui | 200,000 | 200,000 | |
| Independent Director, Chiu, Tsung-Chih | 300,000 | 360,000 | 660,000 |
| Independent Director, Tsai, Yang-Chung | 300,000 | 360,000 | 660,000 |
| Independent Director, Hsu, Yu-Ming | 300,000 | 360,000 | 660,000 |
| Total | 2,000,000 | 1,080,000 | 3,080,000 |
[Attachment 4]
Independent Auditors' Report
To: Ever Ohms Technology Co., Ltd.
Audit opinions
We have audited the accompanying parent company only financial statements of Ever Ohms Technology Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, parent company only changes in equity and parent company only cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards in the R.O.C.. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent company only Financial Statements section of our report. The auditors of the firm, subject to the independence regulations, have maintained independence from the Company in accordance with the Code of Ethics and perform other obligations of such Code. 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 of the Company 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.
Key audit matters for the Company's Parent company only financial statements for the year ended December 31, 2025 are stated as follows:
Authentic of the income from sales to certain customers
As said in Note 20 of the parent-only financial report, the main revenue of the Company comes from sales of various resistor products, the amount in 2025 made significant growth compared to the previous year and the average number of days for collecting payment and the number of credit days are not equivalent. Therefore, pursuant to the provisions of Statements of Audit Standards related to preset revenues as with significant risk, the authenticity of sales from certain customers is listed as the key audit matters.
20
We have executed the following responding audit procedures for the certain aspects specified in the aforesaid key audit matters, included:
I. Understanding and testing the effectiveness of the internal control operation related to the authenticity of revenue recognition
II. Obtaining detailed information on sales revenue from specific customers, selecting appropriate samples, reviewing the delivery documents and payment documents, and checking whether the payment subject is consistent with the sales subject, in order to confirm the actual occurrence of the revenue.
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 necessary 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, the responsibilities of the management include 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.
Auditor’s 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 auditing standards in the R.O.C. will always detect a material misstatement when it exists in the Parent company only financial statements. Misstatements can arise from fraud or error. Misstatements 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 the Parent company only financial statements.
As part of an audit in accordance with the auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
I. Identify and assess the risk of material misstatement of the Parent company only financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the 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.
II. Obtain a necessary understanding of internal control concerning the inspection in order to design appropriate inspection procedures that are appropriate for the time being. The purpose, however, is not to effectively express opinions on the internal control of the Company.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
IV. According to the audit evidence obtained, evaluate the appropriateness of the continuous operation accounting basis and whether events or circumstances possibly generating material concerns on the continuous operation ability of the Company have significant uncertainty, and provide conclusion thereto. In case where we consider that such events or circumstances have a material uncertainty, then relevant disclosure of the Parent company only financial statements are required to be provided in our audit report to allow users of Parent company only financial statements to be aware of such events or circumstances, 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. Nevertheless, future events or circumstances may cause the Company to have no ability for continuous operation.
V. Evaluate the overall presentation, structure and content of the Parent company only financial statements, including relevant notes, and whether the Parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
VI. Obtain sufficient and appropriate audit evidence regarding the financial information of the entity of the Company, and express an opinion on Parent company only financial statements. We handle the guidance, supervision and execution of the audit on the Company and are responsible for preparing the opinion for the Company.
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.
From the matters communicated with those charged with governance, we determine those matters that were of most significant in the audit of the Company's 2025 Parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor's 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.
Deloitte Taiwan
Wang, Teng-Wei, CPA
Hsu, Kai-Ning, CPA
Financial Supervisory Commission Approval Document No.
Jin-Guan-Zheng-Shen-Zhi No. 1100356048
Financial Supervisory Commission Approval Document No.
Jin-Guan-Zheng-Shen-Zhi No. 1090347472
February 26, 2026
Ever Ohm's Technology Co., Ltd.
Parent company only Balance Sheets
December 31, 2025 and 2024
Unit: NT$1,000
| Code | ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current asset | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 307,691 | 14 | $ 284,043 | 13 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 64,728 | 3 | 62,832 | 3 |
| 1150 | Notes receivable (Notes 4 and 9) | 7,588 | - | 10,651 | 1 |
| 1170 | Accounts receivable, net (Notes 4 and 9) | 239,792 | 11 | 212,980 | 10 |
| 1180 | Accounts receivable - related parties (Notes 4, 9 and 26) | 203,774 | 9 | 200,945 | 9 |
| 1200 | Other receivables | 4,686 | - | 4,603 | - |
| 1220 | Income tax assets of the period | - | - | 954 | - |
| 130X | Inventories (Notes 4, 5 and 10) | 304,489 | 14 | 234,292 | 11 |
| 1410 | Prepayments | 16,799 | 1 | 13,030 | 1 |
| 1479 | Other current assets | 778 | - | 1,738 | - |
| 11XX | Total current assets | 1,150,325 | 52 | 1,026,068 | 48 |
| non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive profit or loss - non-current (Notes 4 and 8) | 71,726 | 3 | 95,156 | 5 |
| 1550 | Investment accounted for under the equity method (Notes 4 and 11) | 78,175 | 4 | 64,130 | 3 |
| 1600 | Property, plant and equipment (Notes 4, 12, 27 and 28) | 733,572 | 33 | 813,039 | 38 |
| 1755 | Right-of-use assets (Notes 4 and 13) | 19,163 | 1 | 20,718 | 1 |
| 1760 | Investment property (Notes 4 and 14) | 4,956 | - | 5,241 | - |
| 1805 | Goodwill (Note 4) | 27,219 | 1 | 27,219 | 1 |
| 1821 | Other intangible assets (Notes 4 and 15) | 7,504 | 1 | 8,872 | 1 |
| 1840 | Deferred tax assets (Notes 4 and 22) | 35,738 | 2 | 37,523 | 2 |
| 1915 | Prepayments for business facilities | 21,133 | 1 | 8,651 | - |
| 1920 | Refundable deposits | 2,959 | - | 4,649 | - |
| 1960 | Prepayments for investments (Note 8) | 43,641 | 2 | - | - |
| 1990 | Other non-current assets | 6,213 | - | 8,705 | 1 |
| 15XX | Total non-current assets | 1,051,999 | 48 | 1,093,903 | 52 |
| 1XXX | Total assets | $ 2,202,324 | 100 | $ 2,119,971 | 100 |
| Code Liabilities and Equity | |||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes 16 and 27) | $ 490,000 | 22 | $ 390,000 | 18 |
| 2170 | Accounts payable | 103,522 | 5 | 86,796 | 4 |
| 2180 | Accounts payable - related parties (Note 26) | 24,629 | 1 | 30,503 | 2 |
| 2219 | Other payables (Note 17) | 117,250 | 6 | 117,474 | 6 |
| 2230 | Current tax liabilities | 706 | - | 2,964 | - |
| 2280 | Lease liabilities - current (Notes 4 and 13) | 3,449 | - | 3,319 | - |
| 2399 | Other current liabilities (Note 4) | 3,074 | - | 2,583 | - |
| 21XX | Total current liabilities | 742,630 | 34 | 633,639 | 30 |
| non-current liabilities | |||||
| 2570 | Deferred tax liabilities (Notes 4 and 22) | 5,776 | - | 1,570 | - |
| 2580 | Lease liabilities - non-current (Notes 4 and 13) | 16,665 | 1 | 18,352 | 1 |
| 2640 | Net defined benefit liabilities - non-current (Notes 4 and 18) | 2,479 | - | 1,995 | - |
| 2645 | Deposits received | 595 | - | 595 | - |
| 25XX | Total non-current liabilities | 25,515 | 1 | 22,512 | 1 |
| 2XXX | Total Liabilities | 768,145 | 35 | 656,151 | 31 |
| Equity (Note 19) | |||||
| 3110 | Common share capital | 884,711 | 40 | 884,711 | 42 |
| 3200 | Additional paid-in capital | 455,675 | 21 | 455,675 | 22 |
| Retained earnings | |||||
| 3310 | Legal reserves | 69,761 | 3 | 64,604 | 3 |
| 3351 | undistributed earnings | 45,882 | 2 | 51,574 | 2 |
| 3300 | Total retained earnings | 115,643 | 5 | 116,178 | 5 |
| 3400 | Other equities | ( 21,850 ) | ( 1 ) | 7,256 | - |
| 3XXX | Total equity | 1,434,179 | 65 | 1,463,820 | 69 |
| 3X2X | Total liabilities and equities | $ 2,202,324 | 100 | $ 2,119,971 | 100 |
The accompanying notes are an integral part of the Parent company only financial report.
Chairman: Liao, Chen-Yi
Manager: Huang, Hung-Chieh
Accounting Officer: Yang, Shan-Yu
Ever Ohms Technology Co., Ltd.
Parent company only Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: Expressed in NT$ thousand; except earnings per share expressed in NT$
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating revenue (Notes 4, 20 and 26) | $ 1,328,984 | 100 | $ 1,220,800 | 100 |
| 5000 | Operating costs (Notes 10, 21 and 26) | 1,111,806 | 84 | 1,023,128 | 84 |
| 5900 | Gross profit | 217,178 | 16 | 197,672 | 16 |
| 5910 | Unrealized incomes from sales | ( 1,451 ) | - | ( 1,681 ) | - |
| 5920 | Realized gains (losses) on sales | 1,655 | - | ( 640 ) | - |
| 5950 | Gross operating profit realized | 217,382 | 16 | 195,351 | 16 |
| Operating expenses (Notes 9 and 21) | |||||
| 6100 | Selling expenses | 57,286 | 4 | 53,659 | 4 |
| 6200 | Administrative expenses | 96,662 | 7 | 89,653 | 7 |
| 6300 | Research and development expenses | 36,814 | 3 | 30,433 | 3 |
| 6450 | Expected credit impairment losses (income) | 120 | - | ( 157 ) | - |
| 6000 | Total operating expenses | 190,882 | 14 | 173,588 | 14 |
| 6900 | Operating profit | 26,500 | 2 | 21,763 | 2 |
| Non-operating income (Notes 21 and 26) | |||||
| 7100 | Interest revenue | 6,040 | 1 | 7,488 | 1 |
| 7190 | Other income | 9,368 | 1 | 8,418 | 1 |
| 7020 | Other gains or losses | 1,615 | - | 25,159 | 2 |
| 7050 | Financial costs | ( 8,727 ) | ( 1 ) | ( 6,491 ) | ( 1 ) |
(Continued on next page)
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7060 | Share of profit or loss of subsidiaries and associates using the equity method | $ 16,588 | 1 | $ 8,816 | 1 |
| 7000 | Total non-operating incomes and expenses | 24,884 | 2 | 43,390 | 4 |
| 7900 | Profit before tax | 51,384 | 4 | 65,153 | 6 |
| 7950 | Income tax expenses (Notes 4 and 22) | ( 6,986 ) | ( 1 ) | ( 8,386 ) | ( 1 ) |
| 8200 | Current net profit | 44,398 | 3 | 56,767 | 5 |
| Other comprehensive income | |||||
| Items not reclassified subsequently to profit or loss | |||||
| 8311 | Remeasurement of defined benefit programs (Note 18) | ( 872 ) | - | 1,985 | - |
| 8316 | Unrealized gains (losses) on investments in equity instruments as at fair value through other comprehensive income (Note 19) | ( 27,000 ) | ( 2 ) | ( 9,810 ) | ( 1 ) |
| 8330 | Share of other comprehensive income of subsidiaries accounted for using the equity method (Note 19) | ( 2,708 ) | - | - | - |
| 8349 | Income taxes related to the items not re-classified (Note 22) | 174 | - | ( 398 ) | - |
| 8310 | ( 30,406 ) | ( 2 ) | ( 8,223 ) | ( 1 ) | |
| Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translating the financial statements of foreign operations (Note 19) | 752 | - | 1,472 | - |
| 8399 | Income tax relating to items that may be reclassified (Note 19 and 22) | ( 150 ) | - | ( 294 ) | - |
(Continued on next page)
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8360 | $ 602 | - | $ 1,178 | - | |
| 8300 | Other comprehensive income of the year (net amount after tax) | ( 29,804 ) | ( 2 ) | ( 7,045 ) | ( 1 ) |
| 8500 | Total comprehensive income (loss) for the year | $ 14,594 | 1 | $ 49,722 | 4 |
| Earnings per share (Note 23) | |||||
| 9710 | Basic | $ 0.50 | $ 0.64 | ||
| 9810 | Diluted | $ 0.50 | $ 0.64 |
The accompanying notes are an integral part of the Parent company only financial report.
5YE
Ever Ohm's Technology Co., Ltd.
Parent company only Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NT$1,000
| Code | Common share capital | Additional paid-in capital | Retained earnings | Exchange differences on translation of the financial statements of foreign operations | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Subtotal | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserves | undistributed earnings (accumulated deficit) | Total | ||||||||
| A1 | Balance as of January 1, 2024 | $ 884,711 | $ 455,675 | $ 64,604 | ($ 4,698) | $ 59,906 | ($ 1,462) | $ 15,268 | $ 13,806 | $ 1,414,098 |
| D1 | 2024 Net profit | - | - | - | 56,767 | 56,767 | - | - | - | 56,767 |
| D3 | Other comprehensive income (loss) for 2024 | - | - | - | 1,587 | 1,587 | 1,178 | ( 9,810) | ( 8,632) | ( 7,045) |
| D5 | Total comprehensive income of 2024 | - | - | - | 58,354 | 58,354 | 1,178 | ( 9,810) | ( 8,632) | 49,722 |
| Q1 | Disposal of investments in equity instruments measured at fair value through other comprehensive income | - | - | - | ( 2,082) | ( 2,082) | - | 2,082 | 2,082 | - |
| Z1 | Balance as of December 31, 2024 | 884,711 | 455,675 | 64,604 | 51,574 | 116,178 | ( 284) | 7,540 | 7,256 | 1,463,820 |
| Earning provision and appropriate for 2024 (Note 19) | ||||||||||
| B1 | Legal reserves | - | - | 5,157 | ( 5,157) | - | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | ( 44,235) | ( 44,235) | - | - | - | ( 44,235) |
| - | - | 5,157 | ( 49,392) | ( 44,235) | - | - | - | ( 44,235) | ||
| D1 | 2025 Net profit | - | - | - | 44,398 | 44,398 | - | - | - | 44,398 |
| D3 | Other comprehensive income (loss) for 2025 | - | - | - | ( 698) | ( 698) | 602 | ( 29,708) | ( 29,106) | ( 29,804) |
| D5 | Total comprehensive income of 2025 | - | - | - | 43,700 | 43,700 | 602 | ( 29,708) | ( 29,106) | 14,594 |
| Z1 | Balance as of December 31, 2025 | $ 884,711 | $ 455,675 | $ 69,761 | $ 45,882 | $ 115,643 | $ 318 | ($ 22,168) | ($ 21,850) | $ 1,434,179 |
Ever Ohms Technology Co., Ltd.
Parent company only Statements of Cash Flows
For the years ended December 31, 2025 and 2024
| Code | Cash flows from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Net profit before tax for the year | $ 51,384 | $ 65,153 |
| A20010 | Income/expenses items | ||
| A20100 | Depreciation expense | 159,468 | 155,990 |
| A20200 | Amortization expenses | 11,835 | 11,944 |
| A20300 | Expected credit impairment losses (reversal of gains) | 120 | ( 157 ) |
| A20400 | Net loss (gain) on financial assets at fair value through profit or loss | ( 8,732 ) | 2,501 |
| A22300 | Share of profit or loss of subsidiaries and associates using the equity method | ( 16,588 ) | ( 8,816 ) |
| A20900 | Financial costs | 8,727 | 6,491 |
| A21200 | Interest revenue | ( 6,040 ) | ( 7,488 ) |
| A21300 | Dividend income | ( 4,465 ) | ( 4,615 ) |
| A22500 | Net gains on disposal of property, plant and equipment | - | ( 406 ) |
| A23700 | Inventories losses | 7,088 | 14,080 |
| A23900 | Unrealized incomes from sales | 1,451 | 1,681 |
| A24000 | Realized loss (gain) from sales | ( 1,655 ) | 640 |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | 3,063 | ( 371 ) |
| A31150 | Trade receivable | ( 26,932 ) | ( 60,985 ) |
| A31160 | Accounts receivable - related parties | ( 2,829 ) | ( 67,293 ) |
| A31180 | Other receivables | ( 93 ) | ( 743 ) |
| A31200 | Inventories | ( 77,285 ) | 40,258 |
| A31230 | Prepayments | ( 3,769 ) | 4,241 |
| A31240 | Other current assets | ( 1,535 ) | ( 3,405 ) |
| A32150 | Accounts payable | 16,726 | 26,208 |
| A32160 | Accounts payable - related parties | ( 5,874 ) | 13,936 |
| A32180 | Other payables | ( 1,754 ) | 25,631 |
| A32230 | Other current liabilities | 491 | 362 |
| A32240 | Net defined benefit liability | ( 388 ) | ( 66 ) |
| A33000 | Cash provided by operating activities | 102,414 | 214,771 |
| A33100 | Interest received | 6,050 | 7,556 |
| A33200 | Dividends received | 5,256 | 5,185 |
| A33300 | Interest paid | ( 9,490 ) | ( 7,808 ) |
| Code | 2025 | 2024 | |
|---|---|---|---|
| A33500 | Income tax paid | ($ 2,275 ) | ($ 610 ) |
| AAAA | Net cash inflow from operating activities | 101,955 | 219,094 |
| Cash flows from investing activities | |||
| B00010 | Acquisition of financial assets at fair value through other comprehensive income | - | ( 85,216 ) |
| B00020 | Disposal of financial assets at fair value through other comprehensive income | - | 4,204 |
| B00200 | Disposal of financial assets at FVTPL | 3,266 | - |
| B02000 | Increase in prepayments for investments | ( 43,641 ) | - |
| B02700 | Acquisition of property, plant and equipment | ( 85,876 ) | ( 102,083 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | - | 419 |
| B03700 | Increase in refundable deposits | ( 759 ) | ( 318 ) |
| B03800 | Decrease in refundable deposits | 2,449 | 1,168 |
| B04500 | Acquisition of intangible asset | ( 1,458 ) | ( 128 ) |
| B06700 | Increase in other non-current assets | ( 4,022 ) | ( 7,278 ) |
| BBBB | Net cash outflow from investment activities | ( 130,041 ) | ( 189,232 ) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term borrowings | 100,000 | - |
| C00200 | Decrease in short-term borrowings | - | ( 10,000 ) |
| C04020 | Repaid principal of lease liabilities | ( 4,031 ) | ( 5,063 ) |
| C04500 | Distribution of cash dividends | ( 44,235 ) | - |
| CCCC | Net cash inflow (outflow) from financing activities | 51,734 | ( 15,063 ) |
| EEEE | Net increase in cash and cash equivalents for the year | 23,648 | 14,799 |
| E00100 | Beginning cash and cash equivalents of the year | 284,043 | 269,244 |
| E00200 | End cash and cash equivalents of the year | $ 307,691 | $ 284,043 |
Chairman: Liao, Chen-Yi Manager: Huang, Hung-Chieh Accounting Officer: Yang, Shan-Yu
Independent Auditors' Report
To: Ever Ohms Technology Co., Ltd.
Audit opinions
We have audited the accompanying consolidated financial statements of Ever Ohms Technology Co., Ltd. and its subsidiaries (the "Group"), which comprise the consolidated balance sheets as of from January 1 to December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers of the Republic of China, and the International Financial Reporting Standards, International Accounting Standards, IFRIC and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards in the R.O.C.. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. The auditors of the firm, subject to the independence regulations, have maintained independence from the Group in accordance with the Code of Ethics and perform other obligations of such Code. 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 of the Group for the year 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.
30
Key audit matters for the Group's consolidated financial statements for the year 2025 are stated as follows: Authentic of the income from sales to certain customers
As said in Note 21 of the consolidated financial report, the main revenue of the Group comes from sales of various resistor products, the amount in 2025 made significant growth compared to the previous year and the average number of days for collecting payment and the number of credit days are not equivalent. Therefore, pursuant to the provisions of Statements of Audit Standards related to preset revenues as with significant risk, the authenticity of sales from certain customers is listed as the key audit matters.
We have performed the following audit procedures in response to the key audit matters noted above, including:
I. Understanding and testing the effectiveness of the internal control operation related to the authenticity of revenue recognition
II. Obtaining detailed information on sales revenue from specific customers, selecting appropriate samples, reviewing the delivery documents and payment documents, and checking whether the payment subject is consistent with the sales subject, in order to confirm the actual occurrence of the revenue.
Other Matters
Ever Ohms Technology Co., Ltd. has prepared the Parent company only financial statements for 2025 and 2024, to which we have also issued an independent auditor's report with unqualified opinion along with the section on other matters and provided for reference.
Responsibilities of Management Level 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 the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the R.O.C., and for necessary 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, the responsibilities of the management include assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditor's 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 auditing standards in the R.O.C. will always detect a material misstatement when it exists in the consolidated financial statements. Misstatements can arise from fraud or error. Misstatements 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 the consolidated financial statements.
31
As part of an audit in accordance with the auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
I. Identify and assess the risk of material misstatement of the consolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the 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.
II. Obtain a necessary understanding of internal control concerning the inspection in order to design appropriate inspection procedures that are appropriate for the time being. The purpose, however, is not to effectively express opinions on the internal control of the Group.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
IV. According to the audit evidence obtained, evaluate the appropriateness of the continuous operation accounting basis and whether events or circumstances possibly generating material concerns on the continuous operation ability of the Group have significant uncertainty, and provide conclusion thereto. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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. Nevertheless, future events or circumstances may cause the Group to have no ability for continuous operation.
V. Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
VI. Obtain sufficient and appropriate audit evidence for the financial information of individual entities of the Group and provide opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Group. 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group's 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor's 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.
Deloitte Taiwan
Wang, Teng-Wei, CPA
Hsu, Kai-Ning, CPA
Jin-Guan-Zheng-Shen-Zhi No. 1100356048
Jin-Guan-Zheng-Shen-Zhi No. 1090347472
Ever Ohms Technology Co., Ltd. and subsidiaries
Consolidated balance sheet
December 31, 2025 and 2024
| Code | ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current asset | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 327,074 | 15 | $ 321,464 | 15 |
| 1110 | Financial assets at fair value through profit or loss - current (Note 7) | 64,728 | 3 | 62,832 | 3 |
| 1150 | Notes receivable (Note 9) | 7,588 | - | 10,651 | 1 |
| 1170 | Accounts receivable, net (Note 9) | 394,456 | 18 | 370,884 | 17 |
| 1180 | Accounts receivable - related parties (Notes 9 and 27) | 32,178 | 2 | 20,270 | 1 |
| 1200 | Other receivables | 4,686 | - | 4,609 | - |
| 1220 | Income tax assets of the period | - | - | 954 | - |
| 130X | Inventories (Notes 5 and 10) | 312,332 | 14 | 244,520 | 12 |
| 1410 | Prepayments | 52,165 | 2 | 42,166 | 2 |
| 1479 | Other current assets | 802 | - | 1,765 | - |
| 11XX | Total current assets | 1,196,009 | 54 | 1,080,115 | 51 |
| Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive profit or loss - non-current (Note 8) | 79,065 | 4 | 95,156 | 5 |
| 1550 | Investment accounted for under the equity method (Note 12) | 12,134 | 1 | 11,425 | 1 |
| 1600 | Property, plant and equipment (Notes 13, 28 and 29) | 768,077 | 34 | 812,628 | 38 |
| 1755 | Right-of-use assets (Note 14) | 19,283 | 1 | 25,128 | 1 |
| 1760 | Investment property (Note 15) | 4,956 | - | 5,241 | - |
| 1805 | Goodwill | 27,219 | 1 | 27,219 | 1 |
| 1821 | Other intangible assets (Note 16) | 7,504 | - | 8,872 | 1 |
| 1840 | Deferred tax assets (Note 23) | 41,002 | 2 | 48,061 | 2 |
| 1915 | Prepayments for business facilities | 21,133 | 1 | 8,651 | - |
| 1920 | Refundable deposits | 3,195 | - | 5,239 | - |
| 1960 | Prepayments for investments (Note 8) | 43,641 | 2 | - | - |
| 1990 | Other non-current assets | 6,222 | - | 8,717 | - |
| 15XX | Total non-current assets | 1,033,431 | 46 | 1,056,337 | 49 |
| 1XXX | Total assets | $ 2,229,440 | 100 | $ 2,136,452 | 100 |
| Code | |||||
| Liabilities and Equity | |||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes 17 and 28) | $ 490,000 | 22 | $ 390,000 | 18 |
| 2170 | Accounts payable | 124,360 | 6 | 97,595 | 5 |
| 2180 | Accounts payable - related parties (Note 27) | 24,952 | 1 | 25,346 | 1 |
| 2219 | Other payables (Note 18) | 122,621 | 6 | 123,467 | 6 |
| 2230 | Current tax liabilities | 706 | - | 2,964 | - |
| 2280 | Lease liabilities - current (Note 14) | 3,571 | - | 5,691 | - |
| 2399 | Other current liabilities | 3,536 | - | 2,911 | - |
| 21XX | Total current liabilities | 769,746 | 35 | 647,974 | 30 |
| non-current liabilities | |||||
| 2570 | Deferred tax liabilities (Note 23) | 5,776 | - | 1,570 | - |
| 2580 | Lease liabilities - non-current (Note 14) | 16,665 | 1 | 20,498 | 1 |
| 2640 | Net defined benefit liabilities - non-current (Note 19) | 2,479 | - | 1,995 | - |
| 2645 | Deposits received | 595 | - | 595 | - |
| 25XX | Total non-current liabilities | 25,515 | 1 | 24,658 | 1 |
| 2XXX | Total Liabilities | 795,261 | 36 | 672,632 | 31 |
| Equity (Note 20) | |||||
| 3110 | Common share capital | 884,711 | 40 | 884,711 | 42 |
| 3200 | Additional paid-in capital | 455,675 | 20 | 455,675 | 21 |
| Retained earnings | |||||
| 3310 | Legal reserves | 69,761 | 3 | 64,604 | 3 |
| 3351 | undistributed earnings | 45,882 | 2 | 51,574 | 3 |
| 3300 | Total retained earnings | 115,643 | 5 | 116,178 | 6 |
| 3400 | Other equities | ( 21,850 ) | ( 1 ) | 7,256 | - |
| 3XXX | Total equity | 1,434,179 | 64 | 1,463,820 | 69 |
| 3X2X | Total liabilities and equities | $ 2,229,440 | 100 | $ 2,136,452 | 100 |
The accompanying notes are an integral part of the consolidated financial statements
Ever Ohms Technology Co., Ltd. and subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: Expressed in NT$ thousand; except earnings per share expressed in NT$
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating revenue (Notes 21 and 27) | $ 1,430,883 | 100 | $ 1,267,846 | 100 |
| 5000 | Operating costs (Notes 10, 22 and 27) | 1,174,687 | 82 | 1,043,089 | 82 |
| 5900 | Gross profit | 256,196 | 18 | 224,757 | 18 |
| Operating expenses (Notes 9 and 22) | |||||
| 6100 | Selling expenses | 68,375 | 5 | 64,658 | 5 |
| 6200 | Administrative expenses | 106,153 | 7 | 98,711 | 8 |
| 6300 | Research and development expenses | 36,814 | 3 | 30,433 | 2 |
| 6450 | Expected credit impairment losses (income) | 180 | - | ( 166 ) | - |
| 6000 | Total operating expenses | 211,522 | 15 | 193,636 | 15 |
| 6900 | Operating profit | 44,674 | 3 | 31,121 | 3 |
| Non-operating income (Notes 22 and 27) | |||||
| 7100 | Interest revenue | 6,515 | 1 | 7,677 | 1 |
| 7190 | Other income | 9,444 | 1 | 8,457 | 1 |
| 7020 | Other gains or losses | 3,111 | - | 25,144 | 2 |
| 7050 | Financial costs | ( 8,746 ) | ( 1 ) | ( 6,604 ) | ( 1 ) |
| 7060 | Share of profit or loss of associates under equity method | 1,500 | - | 1,438 | - |
| 7000 | Total non-operating incomes and expenses | 11,824 | 1 | 36,112 | 3 |
| 7900 | Profit before tax | 56,498 | 4 | 67,233 | 6 |
| 7950 | Income tax expense (Note 23) | ( 12,100 ) | ( 1 ) | ( 10,466 ) | ( 1 ) |
| 8200 | Current net profit | 44,398 | 3 | 56,767 | 5 |
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income | |||||
| Items not reclassified | |||||
| subsequently to profit or loss | |||||
| 8311 | Remeasurement of defined benefit programs (Note 19) | ($ 872) | - | $ 1,985 | - |
| 8316 | Unrealized gains (losses) on investments in equity instruments as at fair value through other comprehensive income (Note 20) | ( 29,708) | ( 2) | ( 9,810) | ( 1) |
| 8349 | Income taxes related to the items not re-classified (Note 23) | 174 | - | ( 398) | - |
| 8310 | ( 30,406) | ( 2) | ( 8,223) | ( 1) | |
| Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translating the financial statements of foreign operations (Note 20) | 752 | - | 1,472 | - |
| 8399 | Income tax relating to items that may be reclassified (Notes 20 and 23) | ( 150) | - | ( 294) | - |
| 8360 | 602 | - | 1,178 | - | |
| 8300 | Other comprehensive income of the year (net amount after tax) | ( 29,804) | ( 2) | ( 7,045) | ( 1) |
| 8500 | Total comprehensive income (loss) for the year | $ 14,594 | 1 | $ 49,722 | 4 |
| 8600 | Net income attributable to: | ||||
| 8610 | Owners of the Company | $ 44,398 | 3 | $ 56,767 | 4 |
| 8700 | Total comprehensive income attributable to: | ||||
| 8710 | Owners of the Company | $ 14,594 | 1 | $ 49,722 | 4 |
| Earnings per share (Note 24) | |||||
| 9710 | Basic | $ 0.50 | $ 0.64 | ||
| 9810 | Diluted | $ 0.50 | $ 0.64 |
The accompanying notes are an integral part of the consolidated financial statements
5YE
Ever Ohm's Technology Co., Ltd. and subsidiaries
Consolidated Statement of Changes in Equity
| Code | Common share capital | Additional paid-in capital | Retained earnings | Exchange differences on translation of the financial statements of foreign operations | Other items of equity Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Subtotal | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserves | undistributed earnings (accumulated deficit) | Total | ||||||||
| A1 | Balance as of January 1, 2024 | $ 884,711 | $ 455,675 | $ 64,604 | ($ 4,698) | $ 59,906 | ($ 1,462) | $ 15,268 | $ 13,806 | $ 1,414,098 |
| D1 | 2024 Net profit | - | - | - | 56,767 | 56,767 | - | - | - | 56,767 |
| D3 | Other comprehensive income (loss) for 2024 | - | - | - | 1,587 | 1,587 | 1,178 | ( 9,810) | ( 8,632) | ( 7,045) |
| D5 | Total comprehensive income of 2024 | - | - | - | 58,354 | 58,354 | 1,178 | ( 9,810) | ( 8,632) | 49,722 |
| Q1 | Disposal of investments in equity instruments measured at fair value through other comprehensive income | - | - | - | ( 2,082) | ( 2,082) | - | 2,082 | 2,082 | - |
| Z1 | Balance as of December 31, 2024 | 884,711 | 455,675 | 64,604 | 51,574 | 116,178 | ( 284) | 7,540 | 7,256 | 1,463,820 |
| Earning provision and appropriate for 2024 (Note 20) | ||||||||||
| B1 | Legal reserves | - | - | 5,157 | ( 5,157) | - | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | ( 44,235) | ( 44,235) | - | - | - | ( 44,235) |
| - | - | 5,157 | ( 49,392) | ( 44,235) | - | - | - | ( 44,235) | ||
| D1 | 2025 Net profit | - | - | - | 44,398 | 44,398 | - | - | - | 44,398 |
| D3 | Other comprehensive income for 2025 | - | - | - | ( 698) | ( 698) | 602 | ( 29,708) | ( 29,106) | ( 29,804) |
| D5 | Total comprehensive income of 2025 | - | - | - | 43,700 | 43,700 | 602 | ( 29,708) | ( 29,106) | 14,594 |
| Z1 | Balance as of December 31, 2025 | $ 884,711 | $ 455,675 | $ 69,761 | $ 45,882 | $ 115,643 | $ 318 | ($ 22,168) | ($ 21,850) | $ 1,434,179 |
Ever Ohms Technology Co., Ltd. and subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
| Code | Cash flows from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Net profit before tax for the year | $ 56,498 | $ 67,233 |
| A20010 | Income/expenses items | ||
| A20100 | Depreciation expense | 160,884 | 158,765 |
| A20200 | Amortization expenses | 12,195 | 12,002 |
| A20300 | Expected credit impairment losses (income) | 180 | ( 166 ) |
| A20400 | Net loss (gain) on financial assets at fair value through profit or loss | ( 8,732 ) | 2,501 |
| A20900 | Financial costs | 8,746 | 6,604 |
| A21200 | Interest revenue | ( 6,515 ) | ( 7,677 ) |
| A21300 | Dividend income | ( 4,465 ) | ( 4,615 ) |
| A22300 | Share of profit or loss of associates under equity method | ( 1,500 ) | ( 1,438 ) |
| A22500 | Net losses on disposal of property, plant and equipment (gain) | 17 | ( 404 ) |
| A23700 | Inventories losses | 7,619 | 14,080 |
| A29900 | Lease modification gain | ( 113 ) | - |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | 3,063 | ( 371 ) |
| A31150 | Trade receivable | ( 23,752 ) | ( 115,643 ) |
| A31160 | Accounts receivable - related parties | ( 11,908 ) | ( 4,773 ) |
| A31180 | Other receivables | ( 93 ) | ( 743 ) |
| A31200 | Inventories | ( 75,431 ) | 38,175 |
| A31230 | Prepayments | ( 9,999 ) | 2,450 |
| A31240 | Other current assets | ( 1,888 ) | ( 3,452 ) |
| A32150 | Accounts payable | 26,765 | 30,026 |
| A32160 | Accounts payable - related parties | ( 394 ) | 8,399 |
| A32180 | Other payables | ( 2,162 ) | 25,701 |
| A32230 | Other current liabilities | 625 | 296 |
| A32240 | Net defined benefit liability | ( 388 ) | ( 66 ) |
| A33000 | Cash provided by operating activities | 129,252 | 226,884 |
| A33100 | Interest received | 6,531 | 7,748 |
| A33200 | Dividends received | 5,256 | 5,185 |
| A33300 | Interest paid | ( 9,723 ) | ( 7,921 ) |
| Code | 2025 | 2024 | |
|---|---|---|---|
| A33500 | Income tax paid | ($ 2,275) | ($ 610) |
| AAAA | Net cash inflow from operating activities | 129,041 | 231,286 |
| Cash flows from investing activities | |||
| B00010 | Acquisition of financial assets at fair value through other comprehensive income | ( 10,047 ) | ( 85,216 ) |
| B00020 | Disposal of financial assets at fair value through other comprehensive income | - | 4,204 |
| B00200 | Disposal of financial assets at FVTPL | 3,266 | - |
| B02000 | Increase in prepayments for investment | ( 43,641 ) | - |
| B02700 | Acquisition of property, plant and equipment | ( 119,955 ) | ( 102,083 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | - | 419 |
| B03700 | Increase in refundable deposits | ( 922 ) | ( 378 ) |
| B03800 | Decrease in refundable deposits | 2,968 | 1,286 |
| B04500 | Acquisition of intangible asset | ( 1,458 ) | ( 128 ) |
| B06700 | Increase in other non-current assets | ( 4,023 ) | ( 7,290 ) |
| BBBB | Net cash outflow from investment activities | ( 173,812 ) | ( 189,186 ) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term borrowings | 100,000 | - |
| C00200 | Decrease in short-term borrowings | - | ( 10,000 ) |
| C04020 | Repaid principal of lease liabilities | ( 4,699 ) | ( 7,243 ) |
| C04500 | Distribution of cash dividends | ( 44,235 ) | - |
| CCCC | Net cash inflow (outflow) from financing activities | 51,066 | ( 17,243 ) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 685 ) | 649 |
| EEEE | Net increase in cash and cash equivalents for the year | 5,610 | 25,506 |
| E00100 | Beginning cash and cash equivalents of the year | 321,464 | 295,958 |
| E00200 | End cash and cash equivalents of the year | $ 327,074 | $ 321,464 |
Chairman: Liao, Chen-Yi Manager: Huang, Hung-Chieh Accounting Officer: Yang, Shan-Yu
[Attachment 5]
Earnings Distribution Table
2025
| Item | Amount: NTD |
|---|---|
| Undistributed earnings at the beginning | 2,181,121 |
| Add: net profit after tax | 44,398,031 |
| Add: remeasurement of the defined benefit plan recognized in the retained earnings | (697,777) |
| The net profit after tax of the year plus the amount accounted in the undistributed earnings of the year other than items of net profit of the year | 43,700,254 |
| Adjusted undistributed earnings | 45,881,375 |
| Less: 10% legal reserve provided | (4,370,025) |
| Less: special surplus reserves appropriated in accordance with the law | (21,850,566) |
| Distributable net profit | 19,660,784 |
| Distributable items | |
| Cash dividend - NT$0.2 per share | (17,694,217) |
| Unappropriated retained earnings | 1,966,567 |
5
[Attachment 6]
Comparison Table of the "Articles of Incorporation" Before and After
Amendments
| Provisions before amendment | Provisions after amendment | Explanation |
|---|---|---|
| Article 21-1: If there is any surplus in the Company's earnings as concluded by the annual accounting book close, after paying tax and making up for accumulated losses, 10% shall be set aside as legal reserve, except when the legal reserve has reached the Company's paid-in capital. | ||
| If there is any remaining balance, with the undistributed earnings in previous years it shall be set aside as the cumulative distributable earnings which will be proposed by the Board of Directors for resolution by the shareholders' meeting regarding earnings distribution. | Article 21-1: If there is any surplus in the Company's earnings as concluded by the annual accounting book close, after paying tax and making up for accumulated losses, 10% shall be set aside as legal reserve, except when the legal reserve has reached the Company's paid-in capital. | |
| If there is any remaining balance, with the undistributed earnings in previous years it shall be set aside as the cumulative distributable earnings which will be proposed by the Board of Directors. Distribution of dividends in cash must be approved by a resolution of the Board. Distribution of dividends in stocks must be approved by a resolution of the shareholders' meeting. | ||
| 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 majority vote of those present, to distribute dividends and bonuses, or all or part of the legal reserve and capital surplus as stipulated in Article 241 of the Company Act, in the form of cash. The matter shall be reported to the shareholders' meeting. | In compliance with amendments to the Company Act. | |
| Article 23: The Articles of Incorporation was established on January 29, 1970. | ||
| The 1st amendment was made on April 20, 1972. (Omitted) The 23th amendment was made on May 31, 2023. | ||
| The 24th amendment was made on June 24, 2024. The 25th amendment was made on May 27, 2025. | Article 23: The Articles of Incorporation was established on January 29, 1970. | |
| The 1st amendment was made on April 20, 1972. (Omitted) The 23th amendment was made on May 31, 2023. | ||
| The 24th amendment was made on June 24, 2024. The 25th amendment was made on May 27, 2025. The 26th amendment was made on May 26, 2026. | Addition of amendment date and article number. |
[Attachment 7]
Comparison Table of the “Rules of Procedure for Shareholders’ Meetings” Before and After Amendments
| Provisions before amendment | Provisions after amendment | Explanation |
|---|---|---|
| Article 3: Convening of shareholders' meetings and meeting notices | ||
| Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. |
(The unamended provisions are omitted)
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a | Article 3: Convening of shareholders' meetings and meeting notices
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company's shareholder video conferences shall be governed by the Articles of Incorporation and approved by a resolution of the board of directors. Such video conferences must be convened by a board resolution passed by a quorum of two-thirds of the directors and with the approval of a majority of those present.
(The unamended provisions are omitted)
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill their social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the | Since the Company is holding a video shareholders' meeting, shareholders are unable to attend in person and can only participate remotely. This imposes greater restrictions on shareholder rights. To safeguard these rights, Paragraph 2 has been added to stipulate that, unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the holding of video shareholders' meetings must be specified in the Articles of Incorporation and approved by the board of directors. Moreover, a |
Comparison Table of the "Rules of Procedure for Shareholders' Meetings" Before and After Amendments
| Provisions before amendment | Provisions after amendment | Explanation |
|---|---|---|
| regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. |
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. | Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. | video shareholders' meeting requires the attendance of at least two-thirds of the directors and approval by a majority of those present – constituting a special resolution.
The provisions, paragraphs, and items of the articles have been revised. |
| Article 6: Preparation of a sign-in book and other documents
(The unamended provisions are omitted)
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. (The unamended provisions are omitted) | Article 6: Preparation of a sign-in book and other documents
(The unamended provisions are omitted)
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. (The unamended provisions are omitted) | The provisions, paragraphs, and items of the articles have been revised. |
42
Comparison Table of the "Rules of Procedure for Shareholders' Meetings" Before and After Amendments
| Provisions before amendment | Provisions after amendment | Explanation |
|---|---|---|
| Article 10: Proposal discussion | ||
| If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. | ||
| The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including Extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. | ||
| (The unamended provisions are omitted) | Article 10: Proposal discussion | |
| If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. | ||
| The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. | ||
| The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including Extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. | ||
| (The unamended provisions are omitted) | The provisions, paragraphs, and items of the articles have been revised. | |
| Article 11: Speeches by shareholders | ||
| (The unamended provisions are omitted) | ||
| A shareholder may not speak more than twice on the same proposal, except with the chair's consent, and a single speech may not exceed 5 minutes. However, if the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. | ||
| (The unamended provisions are omitted) | Article 11: Speeches by shareholders | |
| (The unamended provisions are omitted) | ||
| A shareholder may not speak more than twice on the same proposal, except with the chair's consent, and a single speech may not exceed 5 minutes. However, if the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. | ||
| When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. | ||
| (The unamended provisions are omitted) | The provisions, paragraphs, and items of the articles have been revised. |
Comparison Table of the "Rules of Procedure for Shareholders' Meetings"
Before and After Amendments
| Provisions before amendment | Provisions after amendment | Explanation |
|---|---|---|
| Article 16: Public announcement | ||
| (The unamended provisions are omitted) |
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei-Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period. | Article 16: Public announcement
(The unamended provisions are omitted)
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period. | No material information as defined by the Taipei Exchange. |
| Article 21: Handling of disconnection
When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.
When a shareholders' meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors or supervisors have been announced, do not need to be discussed or resolved again.
(The unamended provisions are omitted) | Article 21: Handling of disconnection
When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.
When a shareholders' meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again.
(The unamended provisions are omitted) | The reference to supervisors has been deleted. |
| Article 23: The Rules shall take effect upon approval by the Shareholders' Meeting, and the same shall apply to amendments. The Rules of Procedure were established on December 4, 2020. The 1st amendment was made on July 2, 2021. The 2nd amendment was made on May 31, 2023. | Article 23: The Rules shall take effect upon approval by the Shareholders' Meeting, and the same shall apply to amendments. The Rules of Procedure were established on December 4, 2020. The 1st amendment was made on July 2, 2021. The 2nd amendment was made on May 31, 2023. The 3rd amendment was made on May 26, 2026. | Addition of amendment date and article number. |
44
[Attachment 8]
Ever Ohms Technology Co., Ltd.
Details of the release from directors' non-compete obligation
| Job title | Name | Positions concurrently held in other companies at present | |
|---|---|---|---|
| Company Name | Position | ||
| Representative of corporate director | Chi Wei Investment Co., Ltd. | ||
| Corporate representative: Liao, Chen-Yi | Shenzhen Ever Ohms Electronic Co., Ltd. | Directors | |
| Independent Director | Tsai, Yang-Chung | Apex International Co., Ltd. | Independent Director |
[Appendix 1]
Articles of Incorporation
Chapter One General Provisions
Article 1: The Company is incorporated pursuant to the Company Act, and named as “天二科技股份有限公司,” or “Ever Ohms Technology Co., Ltd.” in English.
Article 2: The Company operates the business as left:
I. CC01080 Electronics Components Manufacturing
II. F119010 Wholesale of Electronic Materials
III. F219010 Retail Sale of Electronic Materials
IV. CB01010 Mechanical Equipment Manufacturing
V. F113010 Wholesale of Machinery
VI. F213080 Retail Sale of Machinery and Tools
VII. CE01010 General Instrument Manufacturing
VIII. F113030 Wholesale of Precision Instruments
IX. F213040 Retail Sale of Precision Instruments
X. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
XI. CB01990 Other Machinery Manufacturing Not Elsewhere Classified
XII. F401010 International Trade
XIII. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company provide an endorsement/guarantee to third-parties if the business requires, and the “Operating Procedures for Providing Endorsement/Guarantee” shall be complied with.
Article 3-1: The Company’s total reinvestment may not be subject to the restriction of forty percent of the paid-in capital of the Company specified in Article 13 of the Company Act.
Article 4: The Company’s headquarter is established in Kaohsiung City, and domestic and foreign branches may be set up upon the resolutions of the board of directors.
Article 5: The Company makes announcement by complying with Article 28 of the Company Act, and may make the announcement in the manners specified by the
securities competent authorities.
Chapter 2 Shares
Article 6: The authorized capital of the Company was set at NT$1.5 billion, divided into 150 million shares, with a par value of NT$10 per share. The Board of Directors is authorized for issuance in multiple installments. Of the total capital referred to in the preceding paragraph, NT$20 million shall be reserved and divided into 2 million shares, with a par value of NT$10 per share, for the issuance of employee stock options, which may be issued in installments. The Company’s employee stock options are issued to employees of affiliates who meet certain conditions. The conditions and distribution method are authorized by the Board of Directors.
Article 7: Deleted.
Article 8: The Company’s stock certificates are all registered and signed or stamped by the directors representing the Company and issued after being endorsed by a bank that is legally authorized to issue stocks.
The shares issued by the Company may be exempted from the requirement to print stock certificates and must be registered with the centralized securities depository institution, not applicable for the preceding paragraph.
Article 8-1: When the Company plans to cancel the public offering of its shares, a resolution shall be submitted to the shareholders’ meeting, and this provision shall not be amended during the period of listing on the Taipei Exchange or Taiwan Stock Exchange.
Article 9: Share transfer registration shall be suspended for 60 days prior to a regular shareholders’ meetings, or for 30 days prior to a special shareholders’ meetings, or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefit.
Any change in the records of the shareholder roster shall comply with Article 165 of the Company Act.
The shareholder services shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies.”
Chapter 3 Shareholders’ Meeting
Article 10: Shareholders’ meetings include the regular and special meetings; regular
meetings are convened by the board of directors within six months after close of each fiscal year. However, these meeting reported to the competent authorities for approval are not subject to the provision. Special meetings are convened when necessary.
The shareholders’ meetings may be held by means of visual communication network or other methods promulgated by the central competent authority. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson is absent, one of the directors shall be appointed to act as chair, or one director shall be selected from among themselves. Where a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The shareholders’ meetings are convened pursuant to Article 172 of the Company Act, and the date, venue, and cause of convention are communicated to the shareholders and announced.
The notice of shareholders’ meeting may be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. For the shareholders holding less than 1,000 shares, the convention may be announced instead of sending notice.
Article 11: A shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf with a proxy form the seal registered with the Company, indicating the authorization scope. The procedures of appointing a proxy shall comply with the regulations promulgated by the competent authorities.
Article 12: Each share entitles the holder of one voting right. Except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
Article 13: Resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Pursuant to the regulations of the competent authorities, the Company shall adopt the electronic transmission as one of the methods for exercising the voting power. A shareholder who exercises his/her/its voting power by way of electronic transmission shall be deemed to have attended in person, and relevant matters shall be handled in accordance with the provisions of the law.
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Article 13-1: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, and comply with Article 183 of the Company Act.
Chapter 4 Board of Directors and Audit Committee
Article 14: The board of directors of the Company consists of five to nine directors; and are elected by the shareholders' meeting from among the persons with disposing capacity. The term of office is three years, and may be re-elected and re-appointed.
The number of independent directors, among the aforementioned number of directors, shall be no less than three, and shall be no less than one-fifth of the total number of directors, and be elected among the nominees listed in the roster of independent director candidates.
Matters regarding professional qualification, shareholdings, term of office, restrictions on concurrent positions held, determination of independence, method of nomination and election and other matters for compliance with respect to independent directors shall be subject to the regulations prescribed by the Company Act and the securities competent authorities.
The independent directors and non-independent directors shall be elected together and the number of elected are counted separately.
For the acceptance and announcement of nomination for the independent directors, the Company Act, the Securities and Exchange Act and other regulations shall be complied with.
The Company establishes an Audit Committee, consisting of all independent directors. The power, rules of proceeding, and other matters to be complied with of the Audit Committee, shall comply with the Company Act, the Securities and Exchange Act and other regulations, as well as the Audit Committee Charter. The Company may establish the Remuneration Committee or other functional committees if the business operation requires.
The candidates' nomination system shall be adopted for the directors' election, and the directors are elected among the nominees listed in the roster of independent director candidates
Article 15: The directors form the board of directors, and the chairman is elected from among the directors by a majority vote at a meeting attended by over two-thirds
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of the directors. The chairman of the board of directors externally represents the Company.
The directors may elect one person from among themselves as vice chairman in the same manner.
Unless the laws and regulations specify otherwise, the resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. The meeting minutes shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all directors within twenty days after the close of the meeting.
Article 15-1: The Company shall take out directors’ liability insurance with respect to liabilities resulting from exercising their duties during their term of office. The Company shall report the insured amount, coverage, premium rate, and other important contents of the directors’ liability insurance it has obtained or renewed for directors, at the most recent board meeting.
Article 16: The board of directors shall meet at least quarterly. Where convening a board meeting, the cause shall be notified to each director seven days prior to the meeting; however, in case of emergency, the meeting may be convened anytime. The notice of convening board meetings may be effected by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. If the chairman is on leave or unable to exercise the authority, the deputy shall comply with Article 208 of the Company Act. Where a director is absent from a board meeting due to any reason, he/she may appoint another director to attend a meeting of the board of directors on his/her behalf, with a written proxy every time and state therein the scope of authority with reference to the cause of convention. A director may accept the appointment to act as the said proxy of one other director only.
A meeting of the board of directors may be proceeded via visual communication network; the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 17: The directors are paid with compensation for executing the Company’s business regardless the profit of loss made by the Company; the board of directors is authorized to decide the rates of remuneration to directors, based on the extent of their participation in and value of the contribution to the Company's operations and concerning industry common standards.
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Chapter 5 Managerial Officers
Article 18: The Company may have several managerial officers; the appointment, discharge, and remunerations of them comply with Article 29 of the Company Act. The Company’s managerial officers are prohibited to serve as managerial officers in other companies concurrently, nor run their own or for others’ of business similar the Company’s; provided, if it is required by the Company’s business, and approved by the majority of the board of directors, the restriction is not applied.
Chapter 6 Accounting
Article 19: At the close of each fiscal year, the board of directors shall prepare the statements and records at the left, and submit to a regular shareholders’ meeting, pursuant to the statutory procedure, for the ratification. I. the business report; II. the financial statements; and III. the surplus earning distribution or loss off-setting proposals.
Article 20: Deleted
Article 21: The Company shall, based on the profit of a year, distribute the remuneration to employees at a rate of not less than 2% and no more than 15%, and the remuneration to directors at a rate of not more than 10% of such. However, the company’s accumulated losses shall have been covered.
Of the employees’ compensation amount referred to in the preceding paragraph, more than 20% shall be set aside for the distribution of compensation to grassroots employees.
The remunerations to the employees may be distributed in cash or shares, and the employees of subsidiaries meeting certain specific requirements are entitled to receive the employee remunerations. The remunerations to the directors may only be made in cash. The said profit of a year in paragraph 1 refers to the profit before tax of a year before deducting the remunerations distributed to the employees and directors. The distribution of remuneration to employees and directors shall be adopted by a majority of directors at a meeting attended by two-thirds or more of the total number of directors. And the shareholders’ meeting shall be reported to.
Article 21-1: If there is any surplus in the Company's earnings as concluded by the annual accounting book close, after paying tax and making up for accumulated losses,
10% shall be set aside as legal reserve, except when the legal reserve has reached the Company's paid-in capital.
If there is any remaining balance, with the undistributed earnings in previous years it shall be set aside as the cumulative distributable earnings.
The Company’s future dividend policy is to distribute the dividends based on the principle of stability and balance; other than considering the accumulation of the Company’s capital, and the impacts on the Company’s operation, the share dividends may be distributed, based on the Company’s business planning, to reserve the funds required; the remaining may be distributed in cash dividends, but the cash dividends may not be less than 10% of total dividends.
Chapter 7 Supplementary Provisions
Article 22: For anything not mentioned in the Articles of Incorporation, the Company Act shall be complied with.
Article 23: The Articles of Incorporation was established on January 29, 1970. The 1st amendment was made on April 20, 1972. The 2nd amendment was made on January 5, 1974. The 3rd amendment was made on June 20, 1978. The 4th amendment was made on July 20, 1978. The 5th amendment was made on April 30, 1982. The 6th amendment was made on June 18, 1982. The 7th amendment was made on December 1, 1987. The 8th amendment was made on March 20, 1988. The 9th amendment was made on May 20, 1988. The 10th amendment was made on September 10, 1988. The 11th amendment was made on January 16, 1989. The 12th amendment was made on September 30, 2000. The 13th amendment was made on October 24, 2003. The 14th amendment was made on December 15, 2003. The 15th amendment was made on November 29, 2010. The 16th amendment was made on December 21, 2012. The 17th amendment was made on December 21, 2015. The 18th amendment was made on December 25, 2017. The 19th amendment was made on March 9, 2018. The 20th amendment was made on June 15, 2018. The 21st amendment was made on December 4, 2020. The 22nd amendment was made on July 2, 2021. The 23th amendment was made on May 31, 2023. The 24th amendment was made on June 24, 2024. The 25th amendment was made on May 27, 2025.
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[Appendix 2]
CMP-123-C Rules and Procedures of Shareholders' Meeting
Article 1: To establish an excellent governance system for the Company’s shareholders' meeting, improve the supervisory function, and strengthen the management function, these Rules are formulated in accordance with the provisions of Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2: Unless otherwise stipulated by laws or regulations, the rules of procedure for the Company’s shareholders' meeting shall be governed by these Rules.
Article 3: Convening of shareholders' meetings and meeting notices
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
Changes to the method of convening the shareholders' meeting shall be subject to a resolution by the Board of Directors and shall be made no later than before the notice of the shareholders' meeting is sent.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. However, in which the aggregate shareholding ratio of foreign investors and Mainland Chinese investors reaches 30% or more as recorded in the shareholder roster at the time of holding the Annual Shareholders’ Meeting in the most recent fiscal year, the Company shall upload the aforesaid electronic file by 30 days prior to the day on which the Annual Shareholders’ Meeting is to be held. Fifteen days before the Company convenes a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its professional shareholder service agency. The Company shall provide the handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders' meeting in the following methods:
I. For physical shareholders meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by Extraordinary motions.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of
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shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. Unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After a proxy form has been delivered to the Company, if the shareholder issuing the proxy intends to take part in the Shareholders' Meeting by video conference, the shareholder shall issue a proxy rescission notice to the Company two days prior to the scheduled date of the Shareholders' Meeting. In the absence of a timely rescission, the voting power exercised by the authorized proxy agent at the meeting shall prevail.
Article 5: Principles for the venue and time of a shareholders' meeting
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
When the Company convenes a shareholders' meeting by video conference, it is not subject to the restriction on the venue of the meeting under the preceding paragraph.
Article 6: Preparation of a sign-in book and other documents
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The Company shall specify in the meeting notice the reporting time, registration site, and other matters to be noted for shareholders, solicitors, and proxies (hereinafter referred to as "shareholders").
The reporting time for accepting shareholders' registration in the preceding paragraph shall be processed at least thirty minutes before the commencement of the meeting. The registration counter shall be clearly indicated and staffed by adequate and competent personnel to handle it. For a Shareholders' Meeting with video conferencing, sign-in shall be accepted on the video conferencing platform thirty minutes before the commencement of the meeting. Shareholders who have completed sign-in are deemed as attending the Shareholders' Meeting in person.
Shareholders shall attend the shareholders' meetings with their attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
If the shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders' meeting.
If the shareholders' meeting is convened by video conference, the Company shall upload the meeting agenda handbook at least 30 minutes prior to the start of the meeting. The report and other relevant information will be uploaded to the shareholders' meeting video conference platform and will continue to be disclosed until the end of the meeting.
Article 6-1: Convening of the shareholders' meeting by video conference and the matters to be included in the meeting notice
When the Company convenes the shareholders' meeting by video conference, the information below shall be stated in the meeting notice:
I. The means for shareholders to take part in the video conferencing and exercise their
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rights.
II. The response to the obstacles to the video conference platform or to the participation in the video conference due to natural disasters, incidents, or other force majeure events shall include at least the following:
(I) The time and the date of the next meeting when the meeting needs to be postponed or resumed as such obstacles cannot be resolved.
(II) Shareholders who have not registered to take part by video conference in the original scheduled Shareholders' Meeting may not take part by video conference in the postponed or reconvened meeting.
(III) When convening a hybrid shareholders meeting, if the video conferencing cannot proceed, then if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the Shareholders Meeting by video conferencing, meets the legal quorum for holding a Shareholders' Meeting, the Shareholders' Meeting shall continue in session. The number of shares represented by the shareholders who were attending the Shareholders' Meeting by video conferencing shall be counted toward the total number of shares represented by the shareholders attending the meeting, but they shall be deemed to have waived their voting rights on all proposals at that Shareholders' Meeting.
(IV) Measures to be taken if the outcome of all proposals have been announced but extraordinary motions have not yet been proceeded with.
III. When a shareholders' meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be specified.
Article 7: Chair of the shareholders' meeting and attendees in a non-voting capacity
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six
months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons to attend the meeting in a non-voting capacity.
Article 8: Evidence of the audio or video recordings of the shareholders' meeting
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
If a shareholders' meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, as well as voting and the Company's vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.
The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.
If a shareholders' meeting is convened by video conference, the Company is advised to make an audio and video recording of the back-end interface of the video conference platform.
Article 9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares present shall be calculated based on the shares recorded in the attendance book or the sign-in card submitted, as well as those signed-in via the video conferencing platform, plus the shares for which voting rights are exercised through written or electronic
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means.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is still not met after two postponements and there are not enough shareholders representing more than one-third of the total issued shares, the chair shall declare the meeting aborted. Where a Shareholders' Meeting is held via video conferencing, the Company shall also announce the adjournment on the shareholders' virtual meeting platform.
If the quorum is still not met after two postponements as referred to in the preceding paragraph and there are not enough shareholders representing more than one-third of the total issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution, and another Shareholders' Meeting shall be convened within one month. Where a Shareholders' Meeting is held via video conferencing, shareholders who wish to attend by means of video conference shall re-register with the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10: Proposal discussion
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including Extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
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The chairperson shall provide sufficient opportunity for explanation and discussion of proposals and amendments or extraordinary motions proposed by shareholders. When the chairperson deems that the proposals have reached the stage where they can be put to a vote, he/she may announce the end of discussion, put the proposal to a vote, and arrange adequate voting time.
Article 11: Speeches by shareholders
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
A shareholder may not speak more than twice on the same proposal, except with the chair's consent, and a single speech may not exceed 5 minutes. However, if the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond or direct relevant personnel to respond.
If a shareholders' meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 words, and the provisions of paragraphs 1 to 5 shall not apply.
If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.
Article 12: Calculation of voting shares and recusal system
Voting at a shareholders meeting shall be calculated based the number of shares.
The shares held by shareholders having no voting right shall not be counted in the total
number of issued shares while adopting a resolution at a meeting of shareholders.
A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of another shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the Extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of Extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
If shareholders who have exercised their voting rights in writing or by means of electronic transmission intend to attend in person or take part by video conference in the Shareholders' Meeting, they shall, two days prior to the scheduled date of the Shareholders' Meeting, revoke their previous declaration of intention made in exercising the voting rights under the preceding paragraph in the same manner previously used in exercising their voting rights.
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In the absence of a timely rescission, the voting rights exercised in writing or by means of electronic transmission shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the voting on proposals shall be passed by a majority of the voting rights of the shareholders present at the meeting. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When a shareholders' meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the chair calls the meeting to order. They shall complete the voting before the chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.
When a shareholders' meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.
If a shareholders' meeting is convened, along with a video conference held at the same time, shareholders who have registered to attend the shareholders' meeting by video conference in accordance with Article 6, intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting
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by video conference.
Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders' meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for Extraordinary motions.
Article 14: Election
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 15: Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors.
The minutes shall be retained for the duration of the existence of the Company.
When a shareholders' meeting is convened by video conference, the minutes of the shareholders' meeting shall contain the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the chair and the meeting taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph.
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When a shareholders' meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders' meeting.
Article 16: Public announcement
On the day of the Shareholders' Meeting, the Company shall duly compile a statistical table in the prescribed format that includes the number of shares obtained by the proxy solicitor through solicitation, the number of shares represented by the proxy agent, and the number of shares represented by shareholders attending the meeting in writing or by electronic means, and clearly disclose it at the place where the Shareholders' Meeting is held. Where a Shareholders' Meeting is held via video conferencing, the Company shall upload the aforesaid information to the video conferencing platform of the Shareholders' Meeting at least thirty minutes before the convening of the meeting and remain disclosed until the end of the meeting.
When a shareholders' meeting is convened by video conference, when the chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting.
Article 17: Maintaining order at the meeting place
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
EVEN OHMS
Article 18: Recess and resumption of a shareholders meeting
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including Extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19: Disclosure of information at virtual meetings
When a shareholders' meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned.
Article 20: Location of the chair and secretary of virtual-only shareholders meeting
When a shareholders' meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when calling the meeting to order.
Article 21: Handling of disconnection
When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original
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shareholders' meeting by video conference shall not participate in the meeting postponed or resumed.
For the meeting to be postponed or resumed under paragraph 2, shareholders who have registered to participate in the original shareholders’ meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders’ meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the meeting postponed or resumed. When a shareholders’ meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors or supervisors have been announced, do not need to be discussed or resolved again.
When the Company convenes a shareholder’s meeting, supplemented by a video conference, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2.
When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders' meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company’s hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22: Handling of digital divide
When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video
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means shall be provided.
Article 23: The Rules shall take effect upon approval by the shareholders' meeting, and the same shall apply to amendments. The Rules of Procedure were established on December 4, 2020. The 1st amendment was made on July 2, 2021. The 2nd amendment was made on May 31, 2023.
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[Appendix 3]
Shareholding of Directors
I. As of the suspension transfer date of March 28, 2026, the paid-in capital of the Company was NT$884,710,820, and the total number of issued shares was 88,471,082 shares.
Pursuant to “Article 26 of the Securities and Exchange Act” and Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” if there are two or more independent directors, the shareholding of all directors other than the independent directors calculated proportionally is reduced to 80%.
The minimum required combined shareholding of all directors by law is 7,077,687 shares.
II. As of the book closure date of this regular shareholder’s meeting, the details of the shareholding of each and all directors registered in the shareholder roster are as below:
| Position | Name | Number of shares held as of the book closure date | |
|---|---|---|---|
| No. of shares held | Percentage of shareholding (%) | ||
| Corporate chairman | Chi Wei Investment Co., Ltd. | ||
| Representative: Liao, Chen-Yi | 1,880,000 | 2.12 | |
| Corporate Director | Zuokun Investment Co., Ltd. | ||
| Representative: Chan, Ching-Hui | 1,392,000 | 1.57 | |
| Corporate Director | AKANE (H.K.) ELECTRONICS LIMITED | ||
| Representative: Kuo, Shu-Chuan | 6,435,000 | 7.27 | |
| Corporate Director | Jin Mao Investment Co., Ltd. | ||
| Representative: Fang, Ming-Chung | 2,925,000 | 3.31 | |
| Directors | Wu, Chih-Yuan | 2,000,000 | 2.26 |
| Directors | Yang, Deng-Huei | 40,000 | 0.05 |
| Independent Director | Tsai, Yang-Chung | - | - |
| Independent Director | Chiu, Tsung-Chih | - | - |
| Independent Director | Hsu, Yu-Ming | - | - |
| Total number of shares held by all directors | 14,672,000 | 16.58 |