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EVERTEX — AGM Information 2026
May 21, 2026
51827_rns_2026-05-21_782f76b6-ca56-4599-831d-acf493b77549.pdf
AGM Information
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Stock Code: 1470
evortex
大統新創 evertex fabrinology
Handbook for the 2026 Annual Meeting of Shareholders
MEETING TIME: June 23, 2026
PLACE: 9 Rong'an Rd., Lu-zhu Dist. Taoyuan City
TABLE OF CONTENTS
I. MEETING PROCEDURE...1
II. REPORTS...2
III. ACKNOWLEDGEMENTS & DISCUSSION...28
IV. ELECTIONS...28
V. OTHER PROPOSALS...29
VI. PROVISIONAL MOTIONS...30
VII. ADJOURNMENT...30
APPENDIX 1 : Articles of Incorporation...31
APPENDIX 2 : Meeting Rules of Stockholders...39
APPENDIX 3 : Rules of Election of Directors...48
APPENDIX 4 : Description of Shareholders...50
APPENDIX 5 : Situation Table of Directors...50
Translation
This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the two versions, the Chinese version shall prevail.
Evertex Fabrinology Limited
Year 2026
Annual Shareholders’ Meeting Procedure
Convening Methods: Physical shareholders’ meeting
Time: 9:30 a.m. on Tuesday, June 23, 2026
Place: 9 Rong’an Rd., Luzhu Dist. Taoyuan City
Chairperson Remarks
Reports
- 2025 Business Report
- Audit Committees’ Report on 2025 Financial Statements
- Lending of capital to others and endorsements and guarantees of the Company in 2025
- Appropriation of 2025 employees’ and directors’ compensation
- Distribution of 2025 profits
Acknowledgements & Discussion
- Adoption of the 2025 Business Report and Financial Statements
Election
- Proposal to Amend the Company's "Articles of Incorporation"
Other Proposals
- Removal of the non-compete clause for the Company’s new directors is submitted for discussion.
Provisional and Motions
Adjournment
Reports
Report No. 1 : 2025 Business Reports
A. Revenue:
The Company’s revenue from dyeing and finishing OEM was NT$131,384 thousand, accounting for 17% of the Company’s total revenue; revenue from fabric sales was NT$661,266 thousand, accounting for 82% of the Company’s total revenue; and revenue from electricity sales was NT$11,060 thousand, accounting for 1% of the Company’s total revenue. The Company’s total net operating revenue for 2025 was NT$803,710 thousand, increased by NT$15,671 thousand, or 1.99%, as compared to the same period last year.
Operating income for 2025 was NT$83,522 thousand, a decrease of NT$4,365 thousand as compared to 2024; net income for 2025 was NT$67,265 thousand, a decrease of NT$30,004 thousand as compared to 2024; and earnings per share after tax for 2025 was NT$0.78.
B. 2025 Budget Implementation Status
The Company did not prepare the 2025 financial budget, so this is not applicable.
C. Analysis of Receipts and Expenditures
Unit: NT$ thousand
| Item | Year | 2025 | 2024 |
|---|---|---|---|
| Operating income | 803,710 | 788,039 | |
| Operating cost | 609,306 | 588,656 | |
| Operating margin | 194,404 | 199,383 | |
| Operating expenses | 110,894 | 112,015 | |
| Other income and expense | 12 | 519 | |
| Net Operating income | 83,522 | 87,887 | |
| Non-operating income and expenditure | (861) | 32,813 | |
| Net profit before tax | 82,661 | 120,700 | |
| Income tax expense | (15,396) | (23,391) | |
| Net profit after tax for the current period | 67,265 | 97,309 | |
| Basic earnings per share (NT$) (after tax) | 0.78 | 1.13 |
D. Profitability Analysis
| Item | Year | 2025 | 2024 |
|---|---|---|---|
| Return on assets (%) | 5.73 | 8.32 | |
| Return on shareholders’ equity (%) | 6.57 | 9.63 |
| Percentage of paid-in capital (%) | Operating profit | 9.74 | 10.25 |
|---|---|---|---|
| Net profit before tax | 9.64 | 14.07 | |
| Net Margin (%) | 8.37 | 12.35 | |
| Earnings per share (NT$) | 0.78 | 1.13 |
E. R&D Status
Our research and development include weaving, dyeing, finishing and coating, etc. In addition to enhancing the quality and scope of application for our dyeing and finishing processes to meet the changing requirements from our customers, we also develop various kinds of high functional fabrics for outdoor sportswear to effectively enhance the wear comfort and to meet the diversification of the textile demands in modern society.
F. Future Business Plan
(I) Business policy and production and marketing policy
- We continue to improve our manufacturing process and quality control equipment to ensure stable quality with hardware upgrades.
- We will continue to enhance the R&D capabilities and improve the overall operational performance by developing new processes and products.
- Develop more business opportunities with international brand customers.
- In addition to upgrading more energy-efficient machines and building standard laboratories, the following improvements have been made to enhance our competitiveness:
① Continuously replace outdated dyeing and weaving equipment, and redesign post-processing equipment to improve product quality and diversity.
② Introducing energy storage systems to supply and save costs by regulating and dispatching power.
③ Introduce into textile intelligent inspection system, it can reduce inspection time, labor costs significantly, and shorten the lead time.
④ Continue to develop products with low carbon footprints and strengthen business relationships with new cooperative brands.
⑤ Upgrade the operation data management and control center to obtain production capacity, carbon emission/environmental protection information in real time.
- We continue to plan for the succession of officers in each unit to train outstanding employees and ensure that there is no shortage of talent in the Company.
(II) Production Plan
- We continue to establish a work order process and a standardized database for process conditions to ensure consistent product quality with standardized data production.
- We analyze and track abnormalities by project management to prevent the same abnormality from happening in the future.
- Increase the turnover ratio in each processing stage to accelerate the supply capacity, shorten the delivery time, and improve the quality of customer service.
- We discuss with dyeing auxiliaries and equipment suppliers to break through production bottlenecks, improve dyeing reproducibility and reduce deficiencies.
Evertex Fabrinology Limited
Chairman: Chung-Fa Yeh

President: Anthony Poliang Yeh

In-charge Accountant: Chao-Nan, Hsu

Report No. 2: Audit Committees' Report
Evertex Fabrinology Limited
Audit Committee Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and proposal for distribution of profits. The 2025 Financial Statements (including Consolidated Financial Statements) of the Company have been audited and certified by independent auditors, Meng - Gui Yu and Keng - Shi Chang, of the Deloitte & Touche firm. The Business Report, Financial Statements, and profit distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committees of Evertex Fabrinology Limited. According to Article 219 of the Company Law, we hereby submit this report.
Evertex Fabrinology Limited
Convener of Audit of Committee
Fu-Nan Chou
March 9, 2026
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INDEPENDENT AUDITORS' REPORT
Evertex Fabrinology Limited
Opinion
We have audited the accompanying consolidated financial statements of Evertex Fabrinology Limited (the "Group") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In the opinion of the accountant, the above entity's financial statements have been prepared in all major respects in accordance with the financial report compilation standards for securities issuers, which are sufficient to express the entity's financial position of Evertex Fabrinology Limited on December 31, 2025 and 2024, and entity's financial performance and entity's cash flows from January 1 to December 31, 2025 and 2024.
Basis of Audit Opinion
The accountant had carried out the inspection in accordance with the rules for checking the financial statements and the auditing standards. The accountant's responsibility under these standards will be further explained in the paragraph of responsibility for the accountant's examination of the entity's financial statements. In accordance with the professional ethics of accountants, the personnel who are subject to the independence standards of the accounting firm have maintained their independence from Evertex Fabrinology Limited and performed other responsibilities of the standards. The accountant believes that sufficient and appropriate audit evidence has been obtained as the basis for expressing the audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group's consolidated financial statements for the year ended December 31, 2025 is described as follows:
Authenticity of customers' sales income under specific credit conditions
As the Group is public company, the management is expected to be under pressure to accomplish the projected financial objective, of which operating revenue is one of the important indicators for judging profitability and operating performance, and revenue recognition is more likely to have higher risks. The Group's revenue from sales to specific customers in 2025 has a material effect on the financial statements. Therefore,
we determined that the main risk is the validity of the sales revenue from specific customers and therefore, included it as a key audit matter.
For the accounting policy on revenue recognition, please refer to Note 4(12) of the parent company only financial statements. The key audit procedures that we have performed in respect of the key audit matters described above are as follows:
We identify and evaluate the effectiveness of the internal control procedures over sales transactions with respect to the sales revenue from specific customers by understanding the internal control procedures related to sales transactions and by designing internal control procedures that address those risks. We selected samples from the sales records of specific customers to review external shipping documents or customer receipt documents and to confirm the collection of payments, verify that the transaction actually occurred and whether there is no major abnormality in the payment situation.
Other Matter
We have also audited the parent company standalone financial statements of Evertex Fabrinology Limited as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The governance unit of Evertex Fabrinology Limited (including the audit committee) is responsible for supervising the financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable
7
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
When checking in accordance with audit standards, the accountant shall use professional judgment and maintain professional doubts. The accountant also performs the following work:
-
Identify and evaluate the risk of material misrepresentation resulting from fraud or error in the entity's financial statements; design and implement appropriate measures to the assessed risks; and obtain sufficient and appropriate audit evidence to serve as the basis for audit opinions. Because fraud may involve collusion, forgery, deliberate omission, misrepresentation or internal control, the risk of material misrepresentation due to fraud is higher than that caused by error.
-
Acquire the necessary understanding of the internal controls related to the audit in order to design appropriate audit procedures in the circumstances, but not for the purpose of expressing the opinion on the effectiveness of internal controls of Evertex Fabrinology Limited.
-
Assess the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosures.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
The items that the accountant communicates with the governance unit include the scope and timing of the planned audit, as well as major audit findings (including significant deficiencies in internal controls identified in the audit process).
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The accountant also provides the governance unit with a statement that the personnel of the firm to which the accountant belongs to the independence standard have complied with the professional ethics of accountants of the Republic of China, and communicate with the governance unit all relationships and other items (including relevant protective measures) that may be considered to affect the independence of accountants.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Meng-Gui Yu and Keng-Shi Chang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026
Evertex Fabrinology Limited Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code | Assets | December 31,2025 | December 31,2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 4 and 6) | $ 232,883 | 20 | $ 291,257 | 24 |
| 1110 | Current financial assets at fair value through profit or loss (Note 4 and 7) | 73,075 | 6 | 19,023 | 2 |
| 1136 | Current financial assets at amortization (Note 4 + 9 + 29) | 72,617 | 6 | 96,500 | 8 |
| 1140 | Contract assets | 1,096 | - | - | - |
| 1150 | Notes receivable (Note 4, 10 and 22) | 3,423 | - | 2,476 | - |
| 1170 | Accounts receivable (Note 4, 10 and 22) | 67,300 | 6 | 64,932 | 5 |
| 1200 | Other receivables(Note 4 and 10) | 1,956 | - | 2,014 | - |
| 130X | Current inventories(Note 4 and 11) | 134,880 | 12 | 162,748 | 14 |
| 1479 | Other current assets(Note 12 and 28) | 28,172 | 3 | 23,497 | 2 |
| 11XX | Total current assets | 615,402 | 53 | 662,447 | 55 |
| Non-current Assets | |||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 2,172 | - | 6,578 | 1 |
| 1535 | Current financial assets at amortization (Note 4 and 9) | 110,672 | 10 | 110,540 | 9 |
| 1600 | Property, plant and equipment (Note 4 + 14 and 29) | 352,894 | 26 | 379,536 | 31 |
| 1755 | Right-of-use Assets (Note 4 and 15) | 4,957 | 1 | 6,643 | 1 |
| 1760 | Investment real estate(Note 4 and 16) | 33,810 | 3 | - | - |
| 1780 | Intangible assets(Note 4 and 16) | 27 | - | 96 | - |
| 1840 | Deferred tax assets (Note 4 and 23) | 3,684 | - | 2,017 | - |
| 1915 | Prepaid equipment (Prepayments for business facilities) | 29,223 | 3 | 5,369 | - |
| 1920 | Guarantee deposits paid (Note 4) | 2,662 | - | 2,662 | - |
| 1975 | Net defined benefit asset (Note 4 and 20) | 4,838 | - | 3,890 | - |
| 1990 | Other non-current Assets (Note 12) | - | - | 32,631 | 3 |
| 15XX | Total non-current Assets | 544,939 | 47 | 549,962 | 45 |
| 1XXX | Total assets | $ 1,160,341 | 100 | $ 1,212,409 | 100 |
| Code | Liabilities and Equity | ||||
| Current Liabilities | |||||
| 2100 | Short-term borrowings (Notes 17) | $ 25,000 | 2 | $ 30,000 | 3 |
| 2130 | Current contract liabilities (Note 4 and 22) | 6,935 | 1 | 8,833 | 1 |
| 2150 | Notes payable (Note 17) | 11,981 | 1 | 15,120 | 1 |
| 2160 | Note payables to related parties(Note 17 and 28) | - | - | 2,439 | - |
| 2170 | Account payable(Note 17) | 15,985 | 1 | 19,288 | 2 |
| 2180 | Account payables to related parties(Note 17 and 28) | - | - | 1,312 | - |
| 2219 | Other payables(Note 18) | 67,088 | 6 | 68,948 | 6 |
| 2230 | Income tax payable(Note 4 and 23) | 8,484 | 1 | 16,946 | 1 |
| 2280 | Current lease liabilities (Note 4 + 15 and 28) | 2,874 | - | 3,463 | - |
| 2399 | Other current liabilities(Note 4 and 19) | 919 | - | 926 | - |
| 21XX | Total current liabilities | 139,266 | 12 | 167,275 | 14 |
| Non-current Liabilities | |||||
| 2570 | Deferred tax liabilities (Note 4 and 23) | 5,406 | 1 | 6,906 | 1 |
| 2580 | Non-current lease liabilities (Note 4 + 15 and 28) | 2,180 | - | 3,282 | - |
| 25XX | Total Non-current Liabilities | 7,586 | 1 | 10,188 | 1 |
| 2XXX | Total Liabilities | 146,852 | 13 | 177,463 | 15 |
| Equity(Note 21) | |||||
| 3110 | Capital stock | 857,670 | 74 | 857,670 | 71 |
| 3200 | Capital surplus | 7,317 | 1 | 7,317 | - |
| Retained earnings | |||||
| 3310 | Appropriated as legal capital reserve | 73,756 | 6 | 64,147 | 5 |
| 3320 | Appropriated as special capital reserve | - | - | 1,650 | - |
| 3350 | Unappropriated earnings | 75,721 | 7 | 102,534 | 9 |
| 3300 | Total Retained earnings | 149,477 | 13 | 168,331 | 14 |
| 3400 | Other equity | ( 975) | - | 1,628 | - |
| 3XXX | Total equity | 1,013,489 | 87 | 1,034,946 | 85 |
| Total Liabilities and equity | $ 1,160,341 | 100 | $ 1,212,409 | 100 |
(The attached notes form part of the entity's financial statements)
Chairman: CHUAN-FA YEH
President: ANTHONY POLIANG YEH
In-charge Accountant: Chao-Nan, Hsu
Evertex Fabrinology Limited Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Net Revenue ( Note 4 and 23 ) | |||||
| 4100 | Sales Revenue | $ 672,326 | 84 | $ 651,461 | 83 |
| 4600 | Service Revenue | 131,384 | 16 | 136,578 | 17 |
| 4000 | Total Net Revenue | 803,710 | 100 | 788,039 | 100 |
| Cost ( Note 11、23 and 29 ) | |||||
| 5110 | Cost of sales | 398,449 | 50 | 381,808 | 49 |
| 5600 | Cost of services | 210,857 | 26 | 206,848 | 26 |
| 5000 | Total Cost | 609,306 | 76 | 588,656 | 75 |
| 5900 | Gross profit from operations | 194,404 | 24 | 199,383 | 25 |
| Operating Expenses (Note 23) | |||||
| 6100 | Selling Expenses | 79,159 | 10 | 79,472 | 10 |
| 6200 | Administrative expenses | 31,600 | 4 | 32,122 | 4 |
| 6450 | Expected credit Gain (Note 10) | 135 | - | 421 | - |
| 6000 | Total Operating Expenses | 110,894 | 14 | 112,015 | 14 |
| 6500 | Gain on disposal of property, plant and equipment ( Note23 ) | 12 | - | 519 | - |
| 6900 | Operating income | 83,522 | 10 | 87,887 | 11 |
| Non-operating income and expenses(Note 4、23 and 29) | |||||
| 7100 | Interest income | 11,328 | 1 | 13,254 | 2 |
| 7190 | Other income | 5,664 | 1 | 3,282 | 1 |
| 7020 | Other gains and losses | ( 17,025 ) | ( 2 ) | 17,225 | 2 |
| 7050 | Finance cost | ( 828 ) | - | ( 948 ) | - |
| 7000 | Non-operating income and expenses | ( 861 ) | - | 32,813 | 5 |
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| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Profit from continuing operations before tax Income before tax | 82,661 | 10 | 120,700 | 16 |
| 7950 | Tax expense (Note 4 and 24) | ( 15,396 ) | ( 2 ) | ( 23,391 ) | ( 3 ) |
| 8200 | Profit from continuing operations | 67,265 | 8 | 97,309 | 13 |
| Other comprehensive income | |||||
| Components of other comprehensive income that will not be classified to profit or loss | |||||
| 8311 | Losses on remeasurements of defined benefit plans (Note 21) | 633 | - | 240 | - |
| 8316 | Unrealized Gains from investments in equity instruments measured at fair value through other comprehensive income(Note 22) | ( 2,603 ) | - | 1,870 | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss(Note 4 and 24) | ( 127 ) | - | ( 48 ) | - |
| 8300 | Components of other comprehensive income that will not be reclassified to profit or loss | ( 2,097 ) | - | 2,062 | - |
| 8500 | Total comprehensive income | $ 65,168 | 8 | $ 99,371 | 13 |
| Net Profit (Loss) Attributable to: Earnings per share(Note 25) | |||||
| 9710 | Basic | $ 0.78 | $ 1.13 | ||
| 9810 | Diluted | $ 0.78 | $ 1.13 |
The accompanying notes are an integral part of the consolidated financial statements. Chairman:Chung-Fa Yeh President:Anthony Poliang Yeh In-charge Accountant:Chao-Nan, Hsu
Evertex Fabrinology Limited Corporation and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code | Retained Earnings | Other equity | |||||
|---|---|---|---|---|---|---|---|
| Ordinary share | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings (accumulated deficit) | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | ||
| A1 | Balance on January 1, 2024 | 857,670 | 7,317 | 59,225 | 3,364 | 59,394 | ( 1,650) |
| Appropriation of the 2024 earnings (Note 21) | 985,320 | ||||||
| B1 | Legal reserve appropriated | - | - | 4,922 | - | ( 4,922) | - |
| B17 | Reversal of special reserve | - | - | - | ( 1,714) | 1,714 | - |
| B5 | Cash dividends of ordinary share | - | - | - | - | ( 49,745) | - |
| D1 | Net Income of 2024 | - | - | - | - | 97,309 | - |
| D3 | Other comprehensive income of 2024 | - | - | - | - | 192 | 1,870 |
| D5 | Total comprehensive income of 2024 | - | - | - | - | 97,501 | 1,870 |
| T1 | Other (Note 21) | - | - | - | - | ( 1,408) | 1,408 |
| Z1 | Balance on December 31, 2024 | 857,670 | 7,317 | 64,147 | 1,650 | 102,534 | 1,628 |
| Appropriation of the 2024 earnings (Note 21) | 1,034,946 | ||||||
| B1 | Legal reserve appropriated | - | - | 9,609 | - | ( 9,609) | - |
| B17 | Reversal of special reserve | - | - | - | ( 1,650) | 1,650 | - |
| B5 | Cash dividends of ordinary share | - | - | - | - | ( 86,625) | - |
| D1 | Net Income of 2025 | - | - | - | - | 67,265 | - |
| D3 | Other comprehensive income of 2025 | - | - | - | - | 506 | ( 2,603) |
| D5 | Total comprehensive income of 2025 | - | - | - | - | 67,771 | ( 2,603) |
| T1 | Other (Note 21) | - | - | - | - | ( ) | - |
| Z1 | Balance on December 31, 2025 | $ 857,670 | $ 7,317 | $ 73,756 | $ - | $ 75,721 | ($ 975) |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: CHUAN-FA YEH
President: ANTHONY POLIANG YEH
In-charge Accountant: Chao-Nan, Hsu
Evertex Fabrinology Limited Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from (used in) operating activities, indirect method | |||
| A10000 | Net Profit before Tax | $ 82,661 | $ 120,700 |
| A20010 | Income Expense Item | ||
| A20100 | Depreciation Expense | 46,619 | 50,465 |
| A20200 | Amortization expense | 69 | 77 |
| A20300 | Expected credit loss (gain) / Provision (reversal of provision) for bad debt expense | 135 | 421 |
| A20400 | Net loss (gain) on financial assets or liabilities at fair value through profit or loss | ( 406) | ( 331) |
| A20900 | Finance costs | 828 | 948 |
| A21200 | Interest income | ( 11,328) | ( 13,254) |
| A21300 | Dividend income | ( 2,805) | ( 1,489) |
| A22500 | Loss (gain) on disposal of property, plant and equipment | ( 12) | ( 519) |
| A23700 | Impairment losses (gain) on non-financial assets | ( 124) | 641 |
| A24100 | Unrealized foreign exchange loss (gain) | 9,905 | ( 8,980) |
| A29900 | Lease modification benefit | - | ( 3) |
| A30000 | Changes in operating assets and liabilities | ||
| A31125 | Increase (decrease) in contract assets | ( 1,096) | ( -) |
| A31130 | Decrease (increase) in note receivable | ( 947) | ( 127) |
| A31150 | Decrease (increase) in accounts receivable | ( 2,316) | ( 13,019) |
| A31180 | Decrease (increase) in other receivable | 8 | ( 5) |
| A31200 | Decrease (increase) in inventories | 27,992 | ( 22,781) |
| A31240 | Decrease (increase) in other current assets | 4,732 | ( 9,994) |
| A31250 | Decrease (increase) in Net defined benefit asset | ( 315) | ( 282) |
| A32125 | Increase (decrease) in contract liabilities | ( 1,898) | 336 |
| A32130 | Increase (decrease) in notes payable | ( 3,139) | 6,987 |
| A32140 | Increase (decrease) in notes payable from related parties | ( 2,439) | 1,227 |
| A32150 | Increase (decrease) in accounts payable | ( 3,303) | ( 308) |
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| Code | 2025 | 2024 | |
|---|---|---|---|
| A32160 | Increase (decrease) in accounts payable from related parties | ( 1,312 ) | 719 |
| A32180 | Increase (decrease) in other payable | ( 3,770 ) | 11,724 |
| A32230 | Increase (decrease) in other current liabilities | ( 7 ) | 149 |
| A32240 | Net defined benefit liabilities | - | - |
| A33000 | Total changes in operating assets and liabilities | 128,268 | 123,302 |
| A33100 | Interest received | 909 | 768 |
| A33300 | Interest paid | ( 828 ) | ( 988 ) |
| A33500 | Income taxes refund (paid) | ( 27,154 ) | ( 11,735 ) |
| AAAA | Net cash flows from (used in) operating activities | 101,195 | 111,347 |
| Cash flows from (used in) investing activities | |||
| B00020 | Disposal of financial assets at fair value through other comprehensive income | - | 10,170 |
| B00030 | Refund of capital reduction proceeds of financial assets at fair value through other comprehensive income | 1,803 | - |
| B00040 | Acquisition of Financial assets measured at amortised cost | ( 79,116 ) | ( 60,365 ) |
| B00050 | Proceeds from disposal of financial assets at amortized cost | 97,585 | 80,528 |
| B00100 | Acquisition of financial assets at fair value through profit or loss | ( 63,256 ) | - |
| B00200 | Disposal of financial assets at fair value through profit or loss | 4,586 | 38,473 |
| B02700 | Acquisition of property, plant and equipment | ( 13,516 ) | ( 24,202 ) |
| B02800 | Disposal of property, plant and equipment | 12 | 519 |
| B03700 | Increase in refundable deposits | - | ( 1 ) |
| B04600 | Acquisition of intangible assets | - | ( 64 ) |
| B06700 | Increase in Other non-current Assets | - | ( 22,406 ) |
| B07100 | Acquisition of prepaid equipment | ( 25,620 ) | ( 2,125 ) |
| B07500 | Interest received | 10,607 | 11,634 |
| B07600 | Dividends received | 2,805 | 1,489 |
| BBBB | Net cash flows from (used in) investing activities | ( 64,110) | 33,650 |
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| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from (used in) financing activities | |||
| C00200 | Decrease of short loan | ( 5,000 ) | ( 5,000 ) |
| C04020 | Repayment of the principal portion of lease liabilities | ( 3,910 ) | ( 4,149 ) |
| C04500 | Cash dividends paid | ( 86,625 ) | ( 49,745 ) |
| C09900 | Exercising the right of imputation | - | - |
| CCCC | Net cash flows from (used in) financing activities | ( 95,535 ) | ( 58,894 ) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | 76 | 3,120 |
| EEEE | Net increase (decrease) in cash and cash equivalents | ( 58,374 ) | 89,223 |
| E00100 | Cash and cash equivalents at beginning of period | 291,257 | 202,034 |
| E00200 | Cash and cash equivalents at end of period | $ 232,883 | $ 291,257 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: CHUAN-FA YEH
President: ANTHONY POLIANG YEH
In-charge Accountant: Chao-Nan, Hsu
17
INDEPENDENT AUDITORS' REPORT
Evertex Fabrinology Limited:
Opinion
The entity's balance sheets of Evertex Fabrinology Limited of December 31, 2025 and 2024, and the entity consolidated income statement, statement of changes in entity equity, statement of entity cash flows and notes to entity's financial statements (including the summary of major accounting policies) from January 1 to December 31, 2025 and 2024, have been checked by the accountant.
In the opinion of the accountant, the above entity's financial statements have been prepared in all major respects in accordance with the financial report compilation standards for securities issuers, which are sufficient to express the entity's financial position of Evertex Fabrinology Limited on December 31, 2025 and 2024, and entity's financial performance and entity's cash flows from January 1 to December 31, 2025 and 2024.
Basis of Audit Opinion
The accountant had carried out the inspection in accordance with the rules for checking the financial statements and the auditing standards. The accountant's responsibility under these standards will be further explained in the paragraph of responsibility for the accountant's examination of the entity's financial statements. In accordance with the professional ethics of accountants, the personnel who are subject to the independence standards of the accounting firm have maintained their independence from Evertex Fabrinology Limited and performed other responsibilities of the standards. The accountant believes that sufficient and appropriate audit evidence has been obtained as the basis for expressing the audit opinion.
The key audit items
The key audit items mean the most important items for the inspection of the entity's financial statements of Evertex Fabrinology Limited in 2025 according to the professional judgment of the accountant. These items have been responded to in the process of examining the entity's financial statements as a whole and forming audit opinions, and the accountant does not comment on these items separately.
The key items for checking the entity's financial statements of Evertex Fabrinology Limited in 2025 are described as follows:
Authenticity of customers' sales income under specific credit conditions
As EVERTEX FABRINOLOGY LTD. is a public company, the management is expected to be under pressure to accomplish the projected financial objective, of which operating revenue is one of the important indicators for judging profitability and operating performance, and revenue recognition is more likely to have higher risks. The Company's revenue from sales to specific customers has a material effect on the
financial statements in 2025. Therefore, we determined that the main risk is the validity of the sales revenue from specific customers and therefore, included it as a key audit matter.
For the accounting policy on revenue recognition, please refer to Note 4 (12) of the parent company only financial statements. The key audit procedures that we have performed in respect of the key audit matters described above are as follows:
We identify and evaluate the effectiveness of the internal control procedures over sales transactions with respect to the sales revenue from specific customers by understanding the internal control procedures related to sales transactions and by designing internal control procedures that address those risks. We selected samples from the sales records of specific customers to review external shipping documents or customer receipt documents and to confirm the collection of payments, verify that the transaction actually occurred and whether there is no major abnormality in the payment situation.
Responsibilities of Management and Governance Unit to entity's Financial Statements
The responsibility of management is to prepare properly expressed entity's financial statements in accordance with the financial reporting standards of securities issuers, and to maintain the necessary internal controls relating to the preparation of the entity's financial statements to ensure that the entity's financial statements do not contain material misrepresentations caused by fraud or errors.
In preparing the entity's financial statements, the responsibility of management also includes the assessment of the ability of Evertex Fabrinology Limited to continue to operate, the disclosure of related items, and the adoption of the accounting basis for continued operation, unless the management intends to liquidate the Evertex Fabrinology Limited or cease business, or there is no practical alternative other than liquidation or closure.
The governance unit of Evertex Fabrinology Limited (including the audit committee) is responsible for supervising the financial reporting process.
Responsibility of Accountant to Check Entity's Financial Statements
The purpose of the accountant to check the entity's financial statements is to obtain reasonable assurance as to whether there are material misrepresentations caused by fraud or error in the entity's financial statements as a whole, and to issue an audit report. Reasonable certainty is a high degree of certainty, but audits carried out in accordance with audit standards do not guarantee that material misrepresentations in the entity's financial statements will be identified. False expression may be caused by fraud or error. It is considered significant if the individual amounts or remittances misrepresented can be reasonably expected to affect the economic decisions made by the users of the entity's financial statements.
18
When checking in accordance with audit standards, the accountant shall use professional judgment and maintain professional doubts. The accountant also performs the following work:
-
Identify and evaluate the risk of material misrepresentation resulting from fraud or error in the entity's financial statements; design and implement appropriate measures to the assessed risks; and obtain sufficient and appropriate audit evidence to serve as the basis for audit opinions. Because fraud may involve collusion, forgery, deliberate omission, misrepresentation or internal control, the risk of material misrepresentation due to fraud is higher than that caused by error.
-
Acquire the necessary understanding of the internal controls related to the audit in order to design appropriate audit procedures in the circumstances, but not for the purpose of expressing the opinion on the effectiveness of internal controls of Evertex Fabrinology Limited.
-
Assess the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosures.
-
Based on the audit evidence obtained, draw a conclusion as to whether there is significant uncertainty about the appropriateness of the management's adoption of the accounting basis of continuing operations and whether there is significant uncertainty about the events or circumstances that may give rise to significant doubts about the ability of the Evertex Fabrinology Limited to continue to operate. If the accountant considers that there is material uncertainty in such events or circumstances, the accountant shall, in the audit report, remind users of the entity's financial statements to pay attention to the relevant disclosures of the entity's financial statements, or amend the audit opinion if such disclosures are inappropriate. The accountant's conclusion is based on the audit evidence obtained as of the date of the inspection report. However, future events or circumstances may cause the Evertex Fabrinology Limited have no ability to continue to operate.
-
Assess the overall expression, structure and content of the entity's financial statements (including related notes), and whether there are related transactions and events expressed in the entity's financial statements.
-
Obtain sufficient and appropriate audit evidence for the financial information of the constituent individuals within the Evertex Fabrinology Limited to express the opinion on entity's financial statements. The accountant is responsible for the guidance, supervision and implementation of group audit cases, and is responsible for forming audit opinions of Evertex Fabrinology Limited.
The items that the accountant communicates with the governance unit include the scope and timing of the planned audit, as well as major audit findings (including significant deficiencies in internal controls identified in the audit process).
The accountant also provides the governance unit with a statement that the personnel of the firm to which the accountant belongs to the independence standard have complied with the professional ethics of accountants of the Republic of China, and
19
communicate with the governance unit all relationships and other items (including relevant protective measures) that may be considered to affect the independence of accountants.
From the items of communication with the governance unit, the accountant decides on the key items for checking the consolidated financial statements of Evertex Fabrinology Limited in 2025. The accountant describes these items in the audit report, unless the law does not allow public disclosure of specific items, or in rare cases, the accountant decides not to communicate specific items in the audit report, because it can be reasonably expected that the negative impact of this communication is greater than the promotion of the public interest.
The engagement partners on the audits resulting in this independent auditors’ report are Meng-Gui Yu and Keng-Shi Chang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026
20
Evertex Fabrinology Limited
Balance Sheets
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code | Assets | December 31,2025 | December 31,2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 4 and 6) | $ 229,365 | 20 | $ 287,648 | 24 |
| 1110 | Current financial assets at fair value through profit or loss (Note 4 and 7) | 73,075 | 7 | 19,023 | 2 |
| 1136 | Current financial assets at amortization (Note 4, 9, 29) | 48,617 | 4 | 69,500 | 6 |
| 1140 | Contract assets | 1,096 | - | - | - |
| 1150 | Notes receivable (Note 4, 10 and 22) | 3,423 | - | 2,476 | - |
| 1170 | Accounts receivable (Note 4, 10 and 22) | 66,732 | 6 | 64,434 | 6 |
| 1200 | Other receivables (Note 4 and 10) | 1,938 | - | 1,993 | - |
| 130X | Current inventories (Note 4 and 11) | 134,880 | 12 | 162,748 | 14 |
| 1479 | Other current assets (Note 12 and 28) | 28,084 | 3 | 23,463 | 2 |
| 11XX | Total current assets | 587,210 | 52 | 631,285 | 54 |
| Non-current Assets | |||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 2,172 | - | 6,578 | 1 |
| 1535 | Current financial assets at amortization (Note 4 and 9) | 110,672 | 10 | 110,540 | 9 |
| 1550 | Investments accounted for using equity method (Note 4 and 13) | 52,850 | 5 | 52,728 | 5 |
| 1600 | Property, plant and equipment (Note 4, 14 and 29) | 298,565 | 26 | 323,509 | 27 |
| 1755 | Right-of-use Assets (Note 4 and 15) | 4,957 | 1 | 6,643 | 1 |
| 1760 | Investment real estate (Note 4 and 16) | 33,810 | 3 | - | - |
| 1780 | Intangible assets (Note 4 and 16) | 27 | - | 96 | - |
| 1840 | Deferred tax assets (Note 4 and 23) | 3,684 | - | 2,017 | - |
| 1915 | Prepaid equipment (Prepayments for business facilities) | 29,223 | 3 | 5,369 | - |
| 1920 | Guarantee deposits paid (Note 4) | 2,662 | - | 2,662 | - |
| 1975 | Net defined benefit asset (Note 4 and 20) | 4,838 | - | 3,890 | - |
| 1990 | Other non-current Assets (Note 12) | - | - | 32,631 | 3 |
| 15XX | Total non-current Assets | 543,460 | 48 | 546,663 | 46 |
| 1XXX | Total assets | $ 1,130,670 | 100 | $ 1,177,948 | 100 |
| Code | Liabilities and Equity | ||||
| Current Liabilities | |||||
| 2130 | Current contract liabilities (Note 4 and 22) | $ 6,935 | 1 | $ 8,833 | 1 |
| 2150 | Notes payable (Note 17) | 11,981 | 1 | 15,120 | 1 |
| 2160 | Note payables to related parties (Note 17 and 28) | - | - | 2,439 | - |
| 2170 | Account payable (Note 17) | 15,985 | 1 | 19,288 | 2 |
| 2180 | Account payables to related parties (Note 17 and 28) | - | - | 1,312 | - |
| 2219 | Other payables (Note 18) | 66,598 | 6 | 68,427 | 6 |
| 2230 | Income tax payable (Note 4 and 23) | 7,976 | 1 | 16,572 | 2 |
| 2280 | Current lease liabilities (Note 4, 15 and 28) | 2,874 | - | 3,463 | - |
| 2399 | Other current liabilities (Note 4 and 19) | 907 | - | 914 | - |
| 21XX | Total current liabilities | 113,256 | 10 | 136,368 | 12 |
| Non-current Liabilities | |||||
| 2570 | Deferred tax liabilities (Note 4 and 23) | 1,745 | - | 3,352 | - |
| 2580 | Non-current lease liabilities (Note 4, 15 and 28) | 2,180 | - | 3,282 | - |
| 25XX | Total Non-current Liabilities | 3,925 | - | 6,634 | - |
| 2XXX | Total Liabilities | 117,181 | 10 | 143,002 | 12 |
| Equity (Note 21) | |||||
| 3110 | Capital stock | 857,670 | 76 | 857,670 | 73 |
| 3200 | Capital surplus | 7,317 | 1 | 7,317 | 1 |
| Retained earnings | |||||
| 3310 | Appropriated as legal capital reserve | 73,756 | 6 | 64,147 | 5 |
| 3320 | Appropriated as special capital reserve | - | - | 1,650 | - |
| 3350 | Unappropriated earnings | 75,721 | 7 | 102,534 | 9 |
| 3300 | Total Retained earnings | 149,477 | 13 | 168,331 | 14 |
| 3400 | Other equity | (975) | - | 1,628 | - |
| 3XXX | Total equity | 1,013,489 | 90 | 1,034,946 | 88 |
| Total Liabilities and equity | $ 1,130,670 | 100 | $ 1,177,948 | 100 |
Chairman: CHUAN-FA YEH
President: ANTHONY POLIANG YEH
In-charge Accountant: Chao-Nan, Hsu
Evertex Fabrinology Limited
Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating Revenue (Note 4 and 22) | |||||
| 4100 | Sales Revenue | $ 661,266 | 83 | $ 640,710 | 82 |
| 4600 | Service Revenue | 131,384 | 17 | 136,578 | 18 |
| 4000 | Total Operating Revenue | 792,650 | 100 | 777,288 | 100 |
| Operating Cost (Note 11、22 and 28) | |||||
| 5110 | Cost of sales | 393,746 | 50 | 377,197 | 48 |
| 5600 | Cost of services | 210,857 | 26 | 206,848 | 27 |
| 5000 | Total Operating Cost | 604,603 | 76 | 584,045 | 75 |
| 5900 | Gross profit from perations | 188,047 | 24 | 193,243 | 25 |
| Operating Expenses (Note 10 and 22) | |||||
| 6100 | Selling Expenses | 79,159 | 10 | 79,472 | 10 |
| 6200 | Administrative expenses | 30,224 | 4 | 31,376 | 4 |
| 6450 | Expected Credit Gain | 135 | - | 421 | - |
| 6000 | Total Operating Expenses | 109,518 | 14 | 111,269 | 14 |
| 6500 | Gain on disposal of property, plant and equipment (Note22) | 12 | - | 519 | - |
| 6900 | Operating income | 78,541 | 10 | 82,493 | 11 |
| Non-operating income and expenses(Note 4、22 and 28) | |||||
| 7100 | Interest income | 10,892 | 1 | 12,824 | 2 |
| 7190 | Other income | 5,664 | 1 | 3,282 | - |
| 7020 | Other gains and losses | ( 17,025) | ( 2) | 17,225 | 2 |
| 7070 | Share of Profit and Loss of Subsidiaries | ||||
| Using Equity Method | 3,765 | - | 4,048 | 1 | |
| 7050 | Finance cost | ( 139) | - | ( 183) | - |
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| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7000 | Non-operating income and expenses | 3,157 | - | 37,196 | 5 |
| 7900 | Profit from continuing operations before tax Income before tax | 81,698 | 10 | 119,689 | 16 |
| 7950 | Tax expense (Note 4 and 23) | (14,433) | (2) | (22,380) | (3) |
| 8200 | Profit from continuing operations | 67,265 | 8 | 97,309 | 13 |
| Other comprehensive income | |||||
| Components of other comprehensive income that will not be reclassified to profit or loss | |||||
| 8311 | Losses on remeasurements of defined benefit plans (Note 20) | 633 | - | 240 | - |
| 8316 | Unrealized Gains from investments in equity instruments measured at fair value through other comprehensive income(Note 21) | (2,603) | - | 1,870 | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss(Note 23) | (127) | - | (48) | - |
| 8300 | Components of other comprehensive income that will not be reclassified to profit or loss | 2,097 | - | 2,062 | - |
| 8500 | Total comprehensive income | $65,168 | 8 | $99,371 | 13 |
| Basic earnings per share(Note 24) | |||||
| 9710 | Basic earnings per share | $0.78 | $1.13 | ||
| 9810 | Diluted earnings per share | $0.78 | $1.13 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: CHUAN-FA YEH
President: ANTHONY POLIANG YEH
In-charge Accountant: Chao-Nan, Hsu
Evertex Fabrinology Limited
Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code | | Ordinary share | Capital surplus | Retained Earnings | | | Other equity
Unrealized gains (losses)
on financial assets
measured at fair value
through other
comprehensive income | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Legal reserve | Special reserve | Unappropriated
retained earnings
(accumulated deficit) | | |
| A1 | Balance on January 1, 2024 | 857,670 | 7,317 | 59,225 | 3,364 | 59,394 | ( 1,650) | 985,320 |
| | Appropriation of the 2024 earnings (Note 21) | | | | | | | |
| B1 | Legal reserve appropriated | - | - | 4,922 | - | ( 4,922) | - | - |
| B17 | Reversal of special reserve | - | - | - | ( 1,714) | 1,714 | - | - |
| B5 | Cash dividends of ordinary share | - | - | - | - | ( 49,745) | - | ( 49,745) |
| D1 | Net Income of 2024 | - | - | - | - | 97,309 | - | 97,309 |
| D3 | Other comprehensive income of 2024 | - | - | - | - | 192 | 1,870 | 2,062 |
| D5 | Total comprehensive income of 2024 | - | - | - | - | 97,501 | 1,870 | 99,371 |
| T1 | Other (Note 21) | - | - | - | - | ( 1,408) | 1,408 | - |
| Z1 | Balance on December 31, 2024 | 857,670 | 7,317 | 64,147 | 1,650 | 102,534 | 1,628 | 1,034,946 |
| | Appropriation of the 2024 earnings (Note 21) | | | | | | | |
| B1 | Legal reserve appropriated | - | - | 9,609 | - | ( 9,609) | - | - |
| B17 | Reversal of special reserve | - | - | - | ( 1,650) | 1,650 | - | - |
| B5 | Cash dividends of ordinary share | - | - | - | - | ( 86,625) | - | ( 86,625) |
| D1 | Net Income of 2025 | - | - | - | - | 67,265 | - | 67,265 |
| D3 | Other comprehensive income of 2025 | - | - | - | - | 506 | ( 2,603) | ( 2,097) |
| D5 | Total comprehensive income of 2025 | - | - | - | - | 67,771 | ( 2,603) | 65,168 |
| T1 | Other (Note 21) | - | - | - | - | ( ) | - | - |
| Z1 | Balance on December 31, 2025 | $ 857,670 | $ 7,317 | $ 73,756 | $ - | $ 75,721 | ($ 975) | $ 1,013,489 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: CHUAN-FA YEH
President: ANTHONY POLIANG YEH
In-charge Accountant: Chao-Nan, Hsu
25
Evertex Fabrinology Limited
Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from (used in) operating activities, indirect method | |||
| A10000 | Profit before Tax | $ 81,698 | $ 119,689 |
| A20010 | Income Expense Item | ||
| A20100 | Depreciation Expense | 41,821 | 46,236 |
| A20200 | Amortization expense | 69 | 77 |
| A20300 | Expected credit loss (gain) / Provision (reversal of provision) for bad debt expense | 135 | 421 |
| A20400 | Net loss (gain) on financial assets or liabilities at fair value through profit or loss | ( 406) | ( 331) |
| A20900 | Finance costs | 139 | 183 |
| A21200 | Interest income | ( 10,892) | ( 12,824) |
| A21300 | Dividend income | ( 2,805) | ( 1,489) |
| A22400 | Share of (profit) and loss of subsidiary accounted for under the equity method | ( 3,765) | ( 4,048) |
| A22500 | Loss (gain) on disposal of property, plant and equipment | ( 12) | ( 519) |
| A23800 | Loss (gain) on Impairment loss on non-financial assets | ( 124) | 641 |
| A24100 | Unrealized foreign exchange loss (gain) | 9,905 | ( 8,980) |
| A29900 | Lease modification benefit | - | ( 3) |
| A30000 | Changes in operating assets and liabilities | ( 1,096) | - |
| A31125 | Increase (decrease) in contract assets | - | ( -) |
| A31130 | Decrease (increase) in note receivable | ( 947) | ( 127) |
| A31150 | Decrease (increase) in accounts receivable | ( 2,246) | ( 13,062) |
| A31180 | Decrease (increase) in other receivable | 8 | ( 5) |
| A31200 | Decrease (increase) in inventories | 27,992 | ( 22,781) |
| A31240 | Decrease (increase) in other current assets | 4,679 | ( 9,977) |
| A31250 | Decrease (increase) in net defined benefit assets | ( 315) | ( 282) |
| A32125 | Increase (decrease) in contract liabilities | ( 1,898) | 336 |
| A32130 | Increase (decrease) in notes payable | ( 3,139) | 6,987 |
| A32140 | Increase (decrease) in notes payable from related parties | ( 2,439) | 1,227 |
| A32150 | Increase (decrease) in accounts payable | ( 3,303) | ( 308) |
| A32160 | Increase (decrease) in accounts payable from related parties | ( 1,312) | 719 |
| A32180 | Increase (decrease) in other payable | ( 3,740) | ( 11,880) |
| A32230 | Increase (decrease) in other current liabilities | ( 7) | 137 |
| A33000 | Cash inflow (outflow) generated from operations | 118,642 | 113,797 |
| A33100 | Interest received | 887 | 734 |
|---|---|---|---|
| Code | 2025 | 2024 | |
| A33300 | Interest paid | ( 139 ) | ( 183 ) |
| A33500 | Income taxes refund (paid) | ( 26,430 ) | ( 10,964 ) |
| AAAA | Net cash flows from (used in) operating activities | 92,960 | 103,384 |
| Cash flows from (used in) investing activities | |||
| B00020 | Disposal of financial assets measured at fair value through other comprehensive profit or loss | - | 10,170 |
| B00030 | Refund of capital reduction proceeds of financial assets at fair value through other comprehensive income | 1,803 | - |
| B00040 | Refund of capital reduction of financial assets at fair value through other comprehensive income | ( 79,116 ) | ( 60,365 ) |
| B00050 | Disposal of capital reduction of financial assets at fair value through other comprehensive income | 94,585 | 80,528 |
| B00100 | Acquisition of financial assets at fair value through profit or loss | ( 63,256 ) | - |
| B00200 | Disposal of financial assets at fair value through profit or loss | 4,586 | 38,473 |
| B02700 | Acquisition of property, plant and equipment | ( 10,416 ) | ( 24,202 ) |
| B02800 | Disposal of property, plant and equipment | 12 | 519 |
| B03700 | Increase in refundable deposits | - | ( 1 ) |
| B04500 | Acquisition of intangible assets | - | ( 64 ) |
| B06700 | Increase in Other non-current Assets | - | ( 22,406 ) |
| B07100 | Increase in prepayments for business facilities | ( 25,620 ) | ( 2,125 ) |
| B07500 | Interest received | 10,190 | 11,244 |
| B07600 | Dividends received | 2,805 | 1,489 |
| B07600 | Dividends received from subsidiary company | 3,643 | 3,801 |
| BBBB | Net cash flows from (used in) investing activities | ( 60,784 ) | 37,061 |
| Cash flows from (used in) financing activities | |||
| C04020 | Repayment of the principal portion of lease liabilities | ( 3,910 ) | ( 4,149 ) |
| C04500 | Cash dividends paid | ( 86,625 ) | ( 49,745 ) |
| CCCC | Net cash flows from (used in) financing activities | ( 90,535 ) | ( 53,894 ) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | 76 | 3,120 |
| EEEE | Net increase (decrease) in cash and cash equivalents | ( 58,283 ) | 89,671 |
| E00100 | Cash and cash equivalents at beginning of period | 287,648 | 197,977 |
| E00200 | Cash and cash equivalents at end of period | $ 229,365 | $ 287,648 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: CHUAN-FA YEH
President: ANTHONY POLIANG YEH
In-charge Accountant: Chao-Nan, Hsu
Report No. 3: Lending of capital to others and endorsements and guarantees of the Company in 2025.
Explanation:
The board decided to endorse for subsidiary "Tong Fa Green Energy Co., Ltd." for NT$50,000,000 in 2018. The balance is still the same by end of 2025. There is not any lending of capital issue, endorsements or guarantee in 2025.
Report No. 4: Appropriation of 2025 employees' and directors' compensation.
Explanation:
(1) The appropriation of 2025 employee' and directors' compensation had been approved by the Board of Directors.
(2) The net income before tax and appropriation of employees' and directors' compensation of 2025 of the company is NT$86,794 thousand. According to the resolution of the Boards of Directors, both the appropriated amounts of the employee' and directors' compensation for 2025 amounted to NT$2,604 thousand and is in accordance with the Articles of the Company.
Report No. 5
Distribution of 2025 profits
Explanation:
On June 27, 2019, the shareholders' meeting resolved to amend the Company's articles of incorporation to authorize the board of directors to determine the distribution of earnings in cash at the end of each half-year. The Board of Directors approved the distribution of cash dividends of NT$0.65 per share for the second half of 2025, totaling NT$55,749 thousand, the remaining NT$13,488 thousand was not distributed.
Evertex Fabrinology Limited
PROFIT DISTRIBUTION TABLE
Year 2025
Unit: NT$ thousand
| Items | Total |
|---|---|
| Beginning retained earnings | 9,217 |
| Add: net profit after tax | 67,265 |
| Add: Actuarial gains are included in retained earnings | 506 |
| Less: 10% legal reserve | 6,777 |
| Less: Special | 975 |
| Distributable net profit | 69,237 |
| Items | Total |
|---|---|
| Distributable item: | |
| Dividend to shareholders–1ed half year | 0 |
| –2st half year | (55,749) |
| Unappropriated retained earnings | 13,488 |
Acknowledgements & Discussion
Proposal 1: (Proposed by the Board of Directors)
Adoption of the 2025 Business Report and Financial Statements
Explanation:
(1) 2025 Company’s Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Meng - Gui Yu and Keng - Shi Chang of Deloitte & Touch. Also Business Report and Financial Statements, Profit Distribution Table have been approved by the Board and examined by the Audit Committees of Evertex Fabrinology Limited.
(2) Impairment of assets: There is no impairment of assets of the company in 2025.
Resolution:
Election
Proposal 1: (Proposed by the Board of Directors)
Election of the Company’s directors.
Explanation:
(1) There are ten directors of the fifteenth session of the company, the term of office of the Company’s incumbent directors will end on June 26, 2026, and an election shall be held in accordance with the law.
(2) Eleven directors (including three independent directors) will be elected at this annual general meeting, the Company adopts a candidate nomination system for the election of directors. The new directors will take office after they are elected for a term of three years, from June 23, 2026 to June 22, 2029; The original director's term of office will expire when the election of the shareholders' regular meeting is completed in 2026. Please refer to the list of candidates and relevant information below:
| Seats | Name | Education | Experience | Remark |
|---|---|---|---|---|
| 1 | Anthony Poliang Yeh | EMBA of Fu Jen Catholic University | Director of LAN FA TEXTILE CO., LTD. | Director Candidates |
| 2 | Koi-Hui Yeh | MBA from SHENANDOAH, USA | Director of LAN FA TEXTILE CO., LTD. | Director Candidates |
| 3 | Yao-Chou Yang | MBA from AZUSA PACIFIC University. | Senior Chief of Management Section | Director Candidates |
| 4 | Rung-Shin Shu | Department of Industrial Management of National Cheng Kung University | Director of TA TUNG DYEING & FINISHING CO., LTD. | Director Candidates |
| 5 | Yu-Lun Yeh | Master in Finance, LA SIERRA University, USA | Director of LAN FA TEXTILE CO., LTD. | Director Candidates |
| 6 | Wei-Min Yeh | Data Processing Division, New Taipei Municipal Tamsui Commercial Industrial Vocational High School | Director of TA TUNG DYEING & FINISHING CO., LTD. | Director Candidates |
| 7 | Xian-Zhong Lian | Department of Materials Science and Engineering of Tsing Hua University | Director of TA TUNG DYEING & FINISHING CO., LTD. | Director Candidates |
| 8 | Cóng-Wén Shi | National Taiwan University MBA | Adviser of NAN YA PLASTICS CORPORATION | Independent Director Candidates |
| 9 | Sin-Yi Huang | Chemical Engineering, Ming Chi Institute of Technology | Vice President,of NAN YA PLASTICS CORPORATION | Independent Director Candidates |
| 10 | Jun-Yi Chen | National University of Singapore, MBA | President of Billion Watts Technologies Co., Ltd. | Independent Director Candidates |
| 11 | Yuan-Liang Tai | Ph.D. in Environmental Engineering, Pennsylvania State University | Ph.D., Environmental Engineering, The Pennsylvania State University, University Park, U.S.A. | Independent Director Candidates |
Election results:
Other Proposals
Proposal 1: (Proposed by the Board of Directors)
Removal of the non-compete clause for the Company's new directors is submitted for discussion.
Explanation:
- Pursuant to Article 209 of the Company Act, if a director acts for himself or others within the scope of the Company's business, he shall explain the important contents of his act to the shareholders' meeting and obtain its permission.
- In order to draw on the expertise and relevant experience of the directors, if the new director of the company invests in or operates other companies and serve as directors with the same or similar business scope as the company, in accordance with Article 209 of the
Company Act, it was proposed to the 2026 shareholders' meeting for resolution for removing the non-compete clause for directors without prejudice to the interests of the company.
Resolution:
Provisional Motions
Adjournment
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Appendix 1: Articles of Incorporation
Articles of Incorporation of Evertex Fabrinology Limited
Chapter 1 General Provisions
Article 1: The Company is duly incorporated under the provisions of the Company Act of the Republic of China, and shall be called: Evertex Fabrinology Limited.
Article 2: The Company's businesses are as follows:
- C301010 Yarn spinning mills
- C302010 Knit fabric mills
- C305010 Printing dyeing and finishing mills
- C399990 Other textile products
- C801010 Basic industrial chemical manufacturing
- C801120 Manmade fiber manufacturing
- C802120 Industrial catalyst manufacturing
- C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing
- E801010 Building Maintenance and Upholstery
- F101990 Wholesale of Other Agricultural, Husbandry and Aquatic Products
- F104110 Wholesale of cloths, clothes, shoes, hat, umbrella and apparel, clothing accessories and other textile products
- F111090 Wholesale of Building Materials
- F201990 Retail Sale of Other Agricultural, Husbandry and Aquatic Products
- F204110 Retail sale of cloths, clothes, shoes, hat, umbrella and apparel, clothing accessories and other textile products
- F211010 Retail Sale of Building Materials
- F401010 International trade
- H701010 Residence and buildings lease construction and development
- H701020 Industrial factory buildings lease construction and development
- H701040 Specialized field construction and development
- H701060 New County and Community Construction and Investment
- JE01010 Rental and leasing business
- I503010 Landscape and Interior Designing
- ZZ99999 It is not allowed to operate the prohibited and limited business except the permitted one.
Article 3: When the Company becomes a shareholder of limited liability in other companies, the total amount of its investments in such companies shall not exceed 40 percent of its paid-up capital and authorizes the Board of Directors to carry out relevant business.
Article 4: The Company is located in Taipei City, may establish branches at home and abroad whenever necessary, in accordance with the resolutions of the Board of Directors.
Article 5: (Delete)
Chapter 2 Shares
Article 6: The Company's total capital shall be NTD 1,018,800,000 divided into 101,880,000 shares of NT$10 each, issued in batches.
Article 7: The company authorizes the Board of Directors to issue resolutions within the rated capital, depending on actual needs.
Article 8: The stock issued by the company shall be numbered, specify the following items, should be signed or stamped by the director representing the company, and be issued after being approved by the competent authority or its authorized issuing registration agency in accordance with the law.
- The company name.
- Year, month, and date of establishment registration or change registration of issuance of new shares.
- For par value shares, the total number of shares and the amount per share; for no par value shares, the total number of shares.
- The number of shares issued this time.
- The sponsor's share certificate should be marked with the name of the promoter's share certificate.
- Special stock should be marked with the words of its special type.
- Year, month and day of stock issuance.
The name of the shareholder shall be used for stocks, and if the owner is the same person, the same name shall be recorded; if the stock is owned by the government or a legal person, the name of the government or legal person shall be recorded, and no separate account name or only the name of the representative shall be recorded.
Shares issued by the Company are not required to be evidenced by share certificates, provided that they shall be recorded at the Securities Central Depository Enterprises.
The Company can issue special stock.
In the event of the Company merging with another company, matters relating to the merger need not be approved by way of a resolution of the special shareholders meeting.
Article 9: Matters relating to the Company's shares shall be dealt with according to the provisions of "Regulations Governing Handling of Stock Affairs by Public Companies" and the relevant laws and regulations.
Article 10: (Delete)
Article 11: (Delete)
Article 12: (Delete)
Article 13: Registration of share transfer shall be closed within 60 days prior to General Shareholders' Meeting, or with 30 days prior to Extraordinary Shareholders' Meeting or within 5 days prior to the record date on which Company distributes the dividends or bonuses.
Chapter 3 Shareholders' Meeting
Article 14: There are annual and extraordinary general meetings:
- The Board of Directors shall convene the annual meeting once a year within six months after the end of each fiscal year.
- Extraordinary meetings may be convened at any time as needed. Extraordinary meetings shall be convened by the Board of Directors, if necessary, or at the written request of shareholders who continue to hold more than 3% of the total issued shares for more than one year.
Article 15: Notices of General Shareholders' Meeting shall be in writing and delivered to the shareholders along with a public notice 30 days before the General Shareholders' Meeting and 15 days before the Extraordinary Shareholders' Meeting. The said notices shall specify the date, place and reasons for calling the shareholders' meeting.
When the company convenes a general meeting of shareholders, shareholders may exercise their voting rights in writing or electronically.
Article 15-1: The Shareholders' Meetings can be held by means of visual communication network or other methods promulgated by the central competent authority. Due to natural disasters, incidents or other force majeure circumstances, the central competent authority may announce that within a certain period of time, the company may hold meetings by means of video conferencing or announcements, without specifying in the articles of association.
When the meeting of shareholders is held, if the meeting is held by video conference, the shareholders who participate in the meeting through video conference are deemed to be present in person.
In the preceding two paragraphs, if the securities regulatory authority provides otherwise for the conditions, operating procedures, and other matters to be complied with by companies offering shares to the public, those provisions shall prevail.
Article 16: Shareholders may signature or seal by way of power of attorney appoint proxies to attend the said shareholders' meeting. Except for trust enterprises or share registration agencies approved by the securities management authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included.
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 no later than 5 days prior to the Shareholders' Meeting date. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to revoke the previous proxy appointment.
After the proxy is delivered to the company, shareholders attend the shareholders 'meeting or exercise their voting rights in writing or electronically, the company in written form for the cancellation of the entrustment, 2 days before the shareholders' meeting. In case of overdue revocation, the entrusted agent who attend and exercise the voting rights should be based on.
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Article 17: Unless otherwise stipulated by the Company Act and the Articles of Incorporation, shareholders' meeting shall be conducted in accordance with the Company's regulations for the Meeting Rules of Stockholders.
Article 18: A shareholder shall be entitled to one vote for each share held, except in the case of the paragraph 3 of Article 157 of the Company Act.
But the shares are deemed non-voting shares under paragraph 2 of Article 179 of the Company Act. Less than one share will not be counted.
Article 19: Except as otherwise provided in the relevant laws, the resolution of the shareholders meeting shall be present on behalf of more than half of the total number of issued shares with the consent of more than half of the voting rights of the shareholders present. However, under the following circumstances, 2/3 of the total number of issued shares shall be present with the consent of more than half of the voting rights of the shareholders present:
- Purchase or merge other domestic and foreign enterprises.
- Dissolve or liquidate or divide.
Article 20: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, specifying the date and place of the meeting, number of shares represented by the shareholders (or proxies) present at the meeting, number of voting rights represented, the name of the chair, resolutions and the manner in which they are passed. The minutes, which shall be affixed with the signature or seal of the chair of the meeting, together with the attendance card and the powers of attorney shall be kept at the Company and shall be distributed to all shareholders within 20 days after the close of the meeting. Said meeting minutes may be produced and distributed through a public announcement or electronically. Method of resolution in the preceding paragraph, when voting on the resolutions of the shareholders' meeting, if all the shareholders present have no objection after consultation by the chairman, it should be recorded in the minutes of the meeting that "It was approved by the chairman after consultation with all shareholders present without objection". If there is any objection, the method of voting by ballot and the number of voting rights and weight ratios should be specified.
Chapter 4 Board of Directors
Article 21: The Company shall have 7 to 13 directors on the Board with the term of office of 3 years, and they can be re-elected, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total shares number of the registered shares of the Company held by all of the Directors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies". Of said number of the Company's directors, the number of independent directors shall not be fewer than two and shall not be less than one-fifth of the total number of directors. Directors (including independent directors) shall be elected through a candidate nomination system. The method and announcement of the acceptance of nominations for director candidates shall be handled in accordance with the Company Act and the Securities and Exchange Act. The
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directors and independent directors shall be elected at the same time, but the numbers of elected candidates shall be counted separately.
In accordance with Article 181-2 of the Securities and Exchange Law, the company has set up independent directors since 2017.
The audit committee shall be established in accordance with Article 14(4) of the Securities and Exchange Act, which shall be composed of all independent directors.
The exercise of the functions and powers of the audit committee and its members and related matters shall be handled in accordance with the provisions of the relevant decrees of the Securities and Exchange Law.
Article 22: The Board of Directors of the Company shall comprise the Directors. A Chairman shall be elected from among the Directors to represent the Company. Where the Chairman has taken leave or is unable to perform his duties for any reasons, his agent shall be handled in accordance with Article 208 of the Company Act.
Article 23: The Board of Directors shall convene as chairman except for the first session of the Board of Directors in accordance with the provisions of the Company Act. A notice to convene a Board meeting shall be sent to all Directors via postal mail, email or fax. Unless otherwise stipulated by the Company Act, a quorum shall be present at the Board of Directors if it is attended by more than half of the Directors, and a resolution passed if approved by a majority of the Directors in attendance. When a Director is unable to personally attend the meeting of the Board of Directors, should issue proxy, listing the scope of authorization for the reason for the convening, he may entrust another Director to represent him in accordance with law. However, each person is limited to one entrustment, and the resolutions are executed with the consent of more than half of the directors present. When the Board of Directors, the directors who participate in the meeting through video conference are deemed to be present in person.
If independent directors are dismissed for any reason (including resignation, dismissal, expiration of term of office, etc.), and the number of independent directors falls short of the required number of seats, it shall be by-election at the most recent in shareholders' meeting.
When the vacancy of directors reaches 1/3 or all independent directors are dismissed, the Board of Directors shall convene a by-election of an interim shareholders meeting within 60 days, and its term of office shall be limited to the period of replenishment of the original term of office.
Article 24: (Delete)
Article 25: The duties and powers of the Board of Directors are as follows:
- Approval of business policies and plans.
- Establish or amend the internal control system, the procedures for handling major financial and business activities of acquiring or disposing of assets, engaging in derivative commodity transactions, lending funds to others, or endorsing or providing guarantees.
- Annual financial report.
- Proposal of important articles of association and contract.
- Establishment and Dissolution of Branches.
- The company's major lending funds to others, or endorsing or providing guarantees.
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- The company's major acquiring or disposing of assets, derivative commodity transactions.
- Appointment and removal of financial, accounting or internal audit supervisors.
- Proposal of the company's capital increase and decrease and the company's share repurchase plan.
- Raising, issuing or private placement of securities with equity nature.
- Proposal to distribute surplus or make up for loss.
- Approval of the appointment, dismissal or remuneration of company certified accountants.
- Involving directors' own interests.
- Donations to related parties or major donations to non-related parties.
- Decision on the convening date of the shareholders' meeting or extraordinary meeting.
- Execute the resolutions of the shareholders' meeting.
- Other functions and powers conferred by laws and regulations and the shareholders' meeting.
Article 25-1: In order to improve the company's directors and managers' remuneration system, a remuneration committee is set up according to law.
Article 25-2: All of the directors do their duties during their terms of office, the Company shall take out liability insurance for Directors with respect to their liabilities resulting to reduce and disperse the risk of damage to all directors, the company and shareholders. Board of directors is authorized to handle all matters related to the liability insurance.
Chapter 5 Supervisors (Delete)
Article 26: (Delete)
Article 27: (Delete)
Article 28: (Delete)
Chapter 6 Managers
Article 29: The Company set up one General Manager, adhering to the policy of the Board of Directors resolution, manage all the business of the company, shall be approved by a majority vote at a meeting attended by more than half of the directors.
Article 30: The Company has appointed several managers, the appointment and dismissal of managers shall be nominated by the General Manager on Board of Directors, all of whom shall be approved by a majority vote at a meeting attended by more than half of the directors.
Chapter 7 Accounting
Article 31: The Company's fiscal year starts from January 1 to December 31 each year.
Article 32: The Company annual financial statements at the end of each fiscal year, the Board of Directors shall prepare and submit the following documents to the annual general shareholders' meeting for ratification by law.
- Business report.
- Financial statements.
- Statement of surplus distribution and deficit compensation.
Article 33: The Company may distribute earnings or make up losses after the end of each semi-annual fiscal year. If the distribution of earnings is made in cash, it shall be resolved by the Board of Directors in accordance with Article 228-1 and Article 240 of the Company Act and reported to the shareholders' meeting without being submitted to the shareholders' meeting for ratification; if the distribution of earnings is made by issuing new shares, it shall be handled in accordance with Article 240 of the Company Act.
Before the Company distributes earnings, no less than 3% of the profit is distributed as remuneration to employees and no more than 3% of the profit is distributed as remuneration to directors/supervisors. However, if the Company has accumulated losses (including adjustment of undistributed earnings), profit shall be set aside in advance to make up for losses.
The aforementioned remuneration to employees may be distributed in stock or cash, and may be paid to the employees of subordinate companies who meet certain requirements set by the Board of Directors. The aforementioned remuneration to directors/supervisors may be paid in cash only.
The first two items are attended by more than 2/3 of the Directors, and a resolution passed if approved by a majority of the Directors in attendance, and reported to the shareholders' meeting.
Remuneration paid to employees in the form of stock by the resolution of the Board of Directors referred to in the preceding paragraph, it may be made by issuing new shares or purchasing own shares on the same resolution of the Board of Directors.
Article 33-1: The Company's dividend policy is based on the current and future investment environment, capital requirements, and capital budget, while considering the shareholders' interest, dividend balance, and the Company's long-term financial planning as the Company is in the business development stage. The Company shall distribute dividends and bonuses to shareholders at a rate of not less than 50% of its annual earnings after deducting income tax, making up for loss, and setting aside legal reserve, and special reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. The balance shall be set aside or reversed as a special reserve in accordance with the law. The annual dividends shall be paid in cash first, but stock dividends may also be distributed, of which no less than 10% of the total dividends shall be paid in cash.
Article 33-2: When the directors and managers of the company perform their duties, the Company shall pay remuneration to directors and supervisors regardless of the Company's operating profit or loss. Its remuneration is authorized to the Board of Directors according to their individual contributions to the Company and the standards of peer industries. If the company has surplus, it shall distribute remuneration in accordance with Article 33.
Chapter 8 Supplementary Provisions
Article 34: The Company of the organizational regulations and operating rules shall be formulated separately as resolved by the Board of Directors.
Article 35: Any matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 36: The Articles of Incorporation were formulated on November 25, 1986
The 1st amendment was made on December 5, 1986.
The 2nd amendment was made on January 11, 1987.
The 3rd amendment was made on April 13, 1987.
The 4th amendment was made on March 15, 1988.
The 5th amendment was made on May 22, 1990.
The 6th amendment was made on March 22, 1991.
The 7th amendment was made on April 20, 1991.
The 8th amendment was made on April 22, 1992.
The 9th amendment was made on May 7, 1993.
The 10th amendment was made on April 28, 1994.
The 11th amendment was made on April 18, 1995.
The 12th amendment was made on May 30, 1997.
The 13th amendment was made on April 24, 1998.
The 14th amendment was made on April 22, 1999.
The 15th amendment was made on May 16, 2000.
The 16th amendment was made on June 15, 2001.
The 17th amendment was made on June 25, 2002.
The 18th amendment was made on June 23, 2005.
The 19th amendment was made on June 23, 2006.
The 20th amendment was made on June 17, 2010.
The 21th amendment was made on June 21, 2012.
The 22th amendment was made on June 25, 2013.
The 23th amendment was made on June 17, 2015.
The 24th amendment was made on June 29, 2016.
The 25th amendment was made on June 29, 2018.
The 26th amendment was made on June 27, 2019.
The 27th amendment was made on June 30, 2020.
The 28th amendment was made on July 29, 2021.
The 29th amendment was made on June 30, 2022.
The 30th amendment was made on June 26, 2025.
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Appendix 2: Meeting Rules of Stockholders
Evertex Fabrinology Limited
Meeting Rules of Stockholders
Article 1: To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings, and to strengthen management capabilities, the company's rules are adopted pursuant to the Corporate Governance Best Practice Principles Article 5.
The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
Article 2: Unless otherwise provided by law or regulation, the Company's Shareholders' Meetings shall be convened by the Board of Directors.
Any change in method of holding the shareholders' meeting shall be approved by the board of directors, and it shall be made no later than before the notice of the shareholders' meeting is dispatched.
The Company shall prepare electronic versions of a shareholders' meeting notice and proxy forms, and causes of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the MOPS no later than 30 days prior to the scheduled Annual Shareholders' Meeting date or no later than 15 days prior to the scheduled Special Shareholders' Meeting date. The Company shall prepare electronic versions of a shareholders' meeting handbook and supplemental meeting materials and upload them to the MOPS no later than 21 days prior to the scheduled Annual Shareholders' Meeting date or no later than 15 days prior to the scheduled Special Shareholders' Meeting date. In addition, the Company shall also have prepared a shareholders' meeting handbook and supplemental meeting materials and made them available for review by shareholders at any time no later than 15 days prior to the scheduled Shareholders' Meeting date. The Meeting Agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent engaged by the Company as well as being distributed on-site at the meeting place. The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement.
The Company shall provide a Shareholder Handbook and meeting supplementary materials mentioned in the preceding paragraph on the day of the shareholders' meeting in the following ways:
- When a physical shareholders meeting is held, it shall be distributed on the spot of the shareholders meeting.
- When a video-assisted shareholders' meeting is held, it shall be distributed on the spot of the shareholders meeting and sent the electronic version to the video-conferencing platform.
- When a video conference of shareholders meeting is held, the electronic file shall be sent to the video-conferencing platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the Articles of Incorporation, dissolution, merger, division or paragraph 1 of Article 185 the Company ACT, Article 26 (1) and Article 43(6) of the Securities and Exchange Law, Article 56(1) and Article 60(2) of the Guidelines for the Offering and Issuance of Marketable Securities by the issuer shall be listed in the cause of summoning and shall not be raised by temporary motion.
Shareholders who hold more than $1\%$ of the total number of issued shares may submit a motion of the shareholders'. Shareholders who hold more than $1\%$ of the total number of issued shares
may submit a motion of the shareholders'. However, it is limited to one item, and if there is more than one proposal, it will not be included in the bill. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the Agenda.
Prior to the book closure date before an annual shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, the method of receiving such proposals (whether written or in electronic form), 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 Annual 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 3: 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 power authorized to the proxy.
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 no later than 5 days prior to the Shareholders' Meeting date. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to revoke 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 in writing or by way of electronic transmission, a written notice of proxy rescission shall be submitted to the Company no later than 2 days prior to the meeting date. If the rescission notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After the proxy is delivered to the company, shareholders who wish to attend the shareholders 'meeting by video shall notify the company in written form for the cancellation of the entrustment, 2 days before the shareholders' meeting. In case of overdue revocation, the entrusted agent who attend and exercise the voting rights should be based on.
Article 4: 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.
When the shareholders meeting is held by video conference, it shall not be limited on the venue of the preceding paragraph.
Article 5: The company shall specify in the meeting notice the acceptance shareholders, solicitors, and entrusted agents to the time and the place, other matters that should be attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes before the meeting commences. The place at which attendance registrations are accepted shall be clearly indicated and a sufficient number of suitable personnel assigned to handle the registrations. For the video conference, registration should be accepted on the shareholders' meeting platform 30 minutes before the start of the meeting.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company shall not impose arbitrary requirements on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors
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soliciting proxy forms shall also bring identification documents for verification.
For the shareholders who wish to attend the video conference shall register 2 days before the shareholders' meeting.
The company shall upload the provide our shareholders the procedure manual, annual report and meeting supplementary materials to the video conference platform 30 minutes before the shareholders' meeting until the end of the meeting.
Article 6: When the shareholders' meeting is held by video conference, the following matters shall be stated in the notice of convening the shareholders' meeting:
-
Shareholders' participation in video conferences and methods for exercising their rights.
-
Due to natural disasters, incidents or other force majeure circumstances, the handling of obstacles to the video conference platform or participating in video conferences should include at least the following:
(1) The obstacles cannot be ruled out as to the meeting needs to be adjourned or resumed, and if the meeting needs to be postponed or resumed.
(2) Shareholders who have not registered to participate in the original shareholders meeting by video conferencing shall not participate in the postponed or resumed of the meeting.
(3) To hold a video-assisted shareholders meeting, if the video conference cannot be resumed, after deducting the number of shares attending the shareholders meeting by video, the total number of shares attending the shareholders meeting reaches the statutory quota for the shareholders meeting, and the shareholders meeting should resume, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(4) If all the motions have been declared results, but no provisional motion has been made, the handling method.
- To hold a video-conference shareholders meeting and to specify appropriate alternatives for shareholders who would have difficulty participating in a video-conference.
Article 7: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the directors shall be appointed to act as chair. Where the Chairman does not make such a designation, 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 6 months or more
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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.
For a stockholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting; if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
The Company may appoint lawyers, accountants or related personnel to attend the stockholders' meeting.
Article 8: 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 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
If the shareholders' meeting is held by video conference, the company shall record and preserve the shareholders' registration, questioning, voting, and company vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire video conference.
The materials, audio and video recordings which mentioned above shall be properly preserved by the company during the period, the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for preservation.
If the shareholders' meeting is held by video conference, the company should record the background operation interface of the video conference platform.
Article 9: Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards and video conference platform handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the time scheduled for the meeting, as well as announce information, such as the number of shares without voting rights and shares present.
In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chair may announce an adjournment of the meeting. However, there may not be more than two adjournments in total and the total time accumulated in the adjournment(s) shall not exceed one hour. If the quorum is not met after two adjournments and the shareholders present still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned. If the shareholders' meeting is held by video conference, the Company shall also announce the adjournment on the video conference platform of the shareholders' meeting.
If the quorum is not met after two adjournments as referred to in the preceding paragraph, but the shareholders present represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act, all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month. If the shareholders' meeting is convened by video conference,
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shareholders who wish to attend the meeting by video shall reregister with the Company in accordance with Article 5.
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: If a shareholders’ meeting is convened by the Board of Director, the meeting agenda shall be set by the Board of Directors. The relevant proposals (including extraordinary motions and amendment to original proposals) shall be decided by voting on a case-by-case basis. 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 having the convening right 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 a majority of the votes represented by the attending shareholders and continue the meeting.
The Chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed and shall also arrange ample time for a vote.
Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the Chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chair and the shareholder that has the floor; the Chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.
If a shareholders' meeting is convened by video conference, shareholders participating by
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video may ask questions by text on the video conference platform after the chairman announces the meeting and before the meeting is adjourned, and the number of questions shall not exceed two for each motion, and each time shall be limited to 200 words, without applying the 1 to 5 of this Article.
If the previous questions do not violate the regulations or are within the scope of the motion, it is appropriate to disclose the questions on the video conference platform of the shareholders' meeting for public information.
Article 12: Voting at a shareholders’ meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding two paragraphs shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a stock agency approved by the competent authority for securities, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of voting shares, otherwise, the portion of excessive voting rights shall not be counted.
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 paragraph 2 of Article 179 of the Company Act. When the Company convenes a shareholders’ meeting, shareholders shall exercise their voting rights by electronic means and may exercise their voting rights in writing.
When voting rights are exercised in writing or by way of electronic transmission, the method for exercising the voting rights shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights in writing or by way of electronic transmission 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. Therefore, the company should avoid filing interim motions and amendments to original motions.
A shareholder intending to exercise voting rights in writing or by way of electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company no later than 2 days prior to the scheduled shareholders’ meeting date. When duplicate declarations of intent are delivered, the one received earliest by the Company shall prevail, except when a declaration is made to revoke the earlier declaration of intention.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend or video the shareholders' meeting, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, 2 days prior to the date of the shareholders' meeting. If the cancellation is overdue, the voting rights exercised in writing or electronically shall prevail. Where the voting rights are exercised in writing or electronically, and a proxy is entrusted to attend the shareholders’ meeting, the voting rights exercised by the entrusted proxy shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of
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the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chair or a person designated by the Chair shall announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the Chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.
The scrutiny and counting personnel for voting on proposals shall be designated by the chairman, but the scrutineers should have the status of shareholders.
Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the shareholders' meeting is convened by video conference, the shareholders participating by video shall vote on the motions and the election motions through the video conference platform after the chairman announces the opening of the meeting and shall complete the voting before the chairman announces the end of the voting, and any delay shall be deemed as abstention.
If a shareholders' meeting is convened by video conference, except for special reasons as directed by the chairman, the vote shall be counted, and the voting and election results announced as a one-time event after the chairman announces the close of voting.
When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with Article 5 and wish to attend the physical shareholders' meeting in person shall deregister in the same manner as they have registered two days prior to the shareholders' meeting; if they deregister after that time, they may attend the shareholders' meeting by video only.
If a shareholder exercises his or her voting rights in writing or electronically and does not revoke his or her intention to attend the shareholders' meeting by video, he or she may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her voting rights on the amendments to the original motion, except for a temporary motion.
Article 14: 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 the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15: Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The distribution of the minutes of the preceding paragraph, the company is able to enter in MOPS announcement.
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 results (including the weight of the votes), and the number of weighted votes each candidate received in case of a Directors' elections, and shall be retained for the duration of the existence of the Company.
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If a shareholders' meeting is held by video conference, the minutes of the meeting shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders' meeting, the manner in which the meeting is held, the names of the chairman and the minutes, and the manner and circumstances in which the video conference platform or video participation is impaired due to natural disasters, events or other force majeure circumstances.
In addition to the aforementioned provisions, the Company shall also set forth in the minutes of the meeting alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by video means.
Article 16: On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and the number of shares attended by correspondence or electronically, and shall expressly disclose the same at the place of the shareholders' meeting, when holding a shareholders' meeting through video conferencing, the Company shall upload the aforementioned information to the video conferencing platform for the shareholders' meeting at least 30 minutes prior to the time the meeting commences and continue to disclose it until the meeting ends.
When holding a shareholders' meeting through video conferencing, the Company shall disclose the total number of shares in attendance on the video conferencing platform from the time the meeting is commenced by the chair. The same applies to the statistics on the total number of shares in attendance and number of votes during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under TWSE regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17: 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 postpone or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 18: Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The Chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the Chair's correction, obstructing the proceedings and refusing to heed calls to stop, the Chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 19: When holding the shareholders' meeting through video conferencing, the Company shall disclose the results of voting for each proposal and the election immediately after voting ends in accordance with the provisions and continue to disclose such information for at least 15 minutes after the meeting is adjourned.
Article 20: When the Company holds a shareholders' meeting through video conferencing, the chair and the person recording the meeting minutes shall be in the same domestic location. The chair shall announce the address of such location at the meeting.
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Article 21: When holding the shareholders' meeting through video conferencing, the Company may provide connection test before the meeting, and provide relevant services immediately before and during the meeting to help dealing with the technical communication problems.
When the Company holds a shareholders' meeting through video conferencing, the chair shall announce meeting commenced and that other than the circumstances stipulated in accordance with the provisions in Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies that do not require postponing or reconvening the meeting, in the event of a natural disaster, unforeseen event or any other force majeure that prevents attendance on the video conferencing platform through video conferencing for at least 30 minutes before the meeting is adjourned by the chair, the Company shall convene the meeting within 5 days, or to decide on the date to reconvene the meeting, and the provision in Article 182 of the Company Act does not apply.
In the event that the meeting shall be postponed or reconvened as circumstances described in the preceding paragraph occurred, shareholders who did not register to attend the original shareholders' meeting by video conferencing may not attend the postponed or reconvened meeting.
In the event that the Company shall postpone or reconvene the meeting in accordance with Paragraph 2, for shareholders who registered to attend the original shareholders' meeting by video conferencing and whose attendance registration was accepted but did not attend the postponed or reconvened meeting, their number of shares in attendance, exercised votes and number of votes they received shall be counted towards the total number of shares in attendance, exercised votes and number of votes at the postponed or reconvened meeting.
In the event that the Company postponed or reconvened the meeting in accordance with the provisions in Paragraph 2, the Company does not need to re-discuss or re-resolve the proposals with completed votes casting and counting and announced results of the voting, or elected list of directors and supervisors.
When the Company holds the shareholders' meeting with assistance of video conferencing, in the event that the meeting cannot be reconvened as circumstances described in Paragraph 2 occurred, after deducting the number of shares attended to the shareholders' meeting through video conferencing, if the total number of shares in attendance exceeds the legal amount of meeting participants, the shareholders' meeting shall continue without the need to postpone or reconvene the meeting in accordance with Paragraph 2.
In the event that the meeting shall be continued as circumstances described in the preceding paragraph occurred, for shareholders attending the shareholders' meeting by video conferencing, their number of shares in attendance shall be counted towards the total number of shares in attendance; however, they have waived his/her rights with respect to the all proposals of that meeting.
In the event that the Company postponed or reconvened the meeting in accordance with the provisions in Paragraph 2, in accordance with the provisions in Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall hold shareholders' meeting at the original date and handle the relevant predecessor activities according to the provisions in such article.
The Company shall hold the postponed or reconvened shareholders' meeting in accordance with the provisions in Paragraph 2 at the dates within the period specified in the later paragraph of Article 12 and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 22: When holding a shareholders' meeting through video conferencing, the Company shall provide adequate alternative measures for shareholders having difficulties attending the shareholders' meeting through video conferencing.
Article 23: These Rules and any amendments hereto, shall be implemented after adoption by shareholders' meetings.
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Appendix 3 : Rules of Election of Directors
Evertex Fabrinology Limited
Rules of Election of Directors
Article 1 : Unless otherwise provided in the statute or articles of association, the election of directors of the company shall be handled in accordance with this procedure.
Article 2 : Election of directors of the company, to be carried out separately at the shareholders' meeting.
Article 3 : The election of Directors adopts the method of single-register cumulative voting, the attendance card number of the voters shall be used on the ballot instead of the name of the voters. The company's election of directors (including independent directors) shall follow the procedure of nominating candidates as provided for in Article 192-1 of the Company Act.
Shareholding, part-time job, restrictions, nomination and election methods of directors and other matters for compliance, shall be compliant with the Company Act and relative regulation issued by the competent authority in charge of securities affairs.
Article 4 : The voting rights shall be calculated according to the votes casted by the shareholders plus the number of votes of the voting rights exercised in writing or via electronic method. Each share shall have the same right to vote as the number of persons to be elected, the board of directors prepares voting rights votes equal to the number of directors to be elected and distributes them to shareholders, and one person may be elected centrally, or several persons may be allocated.. $\wedge$ Shareholders have one vote per share. However, if any of the circumstances specified in Article 179(2) of the Company Act occurs in this company, they shall not have the right to vote. Those who are dissatisfied with the right will not be counted.
Article 5 : The number of directors will be as specified in the Articles of Association of the Company, according to the statistical results of the electronic communication platform and election votes, those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. Those who are elected as directors at the same time shall decide to serve as directors at their own discretion. If the elected directors declare their renunciation before submitting the change registration to the competent authority, the vacancy will be filled by the next most elected directors. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. At the beginning of the election, the chairman shall appoint the personnel to supervise, count the votes. Shareholding, part-time job, restrictions, nomination and election methods of directors and other matters for compliance, shall be compliant with the Company Act and relative regulation issued by the competent authority in charge of securities affairs. The election of Directors and Independent Directors shall be pursued according to the number of position required and shall be held together; provided, however, that the Independent and non-independent Directors elected shall be calculated separately, Elected by those with the most votes.
Article 6: At the beginning of the election, the Chairman shall appoint several persons as the ballot supervisor and ballot counting person who shall have the status of shareholder execute each relative election works. The ballot box used for voting shall be prepared by the board of directors and checked by ballot supervisor in public before voting.
Article 7: Voters shall fill in the “candidate” column the candidate’s name and the attendance card number, put ballots in the voting counter. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name(s) of their representative(s) shall be filled in the column.
Article 8: The election shall be invalid under any of the following circumstances:
- Don’t use ballots prepared by the board of directors.
- Put the blank ballot paper into the ballot box.
- The handwriting is blurred and illegible.
- If the number of selected persons exceeds the prescribed quota on the same ballot.
- In addition to filling in the name of the selected person and the account number of the shareholder, write other words.
- The name of the selected person is the same as that of other shareholders, but the shareholder account number is not filled in for identification.
Article 9: When all the ballots are cast in the box, the personnel of vote overseeing and counting shall simultaneously unseal the ballot boxes.
Article 10: The vote-overseeing personnel shall be present for vote counting, and the result of the vote shall be announced by the chairman on the meeting.
Article 11: Matters not specified in this method shall be handled in accordance with the provisions of the Company ACT, relevant decrees and the articles of Incorporation of the company.
Article 12: The Rules, and any amendments hereto, shall be implemented after approval by the shareholders meeting.
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Appendix 4 : Description of Shareholders
- According to Article 172-1 of the Company Act, a shareholder who holds more than $1\%$ of the total issued and outstanding shares may submit one proposal in writing to the Company to be discussed at the shareholders' meeting; the proposal may only address one matter, and may not contain more than 300 Chinese characters.
- Shareholder proposals must be submitted during the period from April 20, 2026 to April 29, 2026. The Company has not received any written submission of shareholder proposals during the period of the submitted Shareholder proposals.
Appendix 5 : Situation Table of Direcors
Book closure date: Apr 27, 2026
| Position | Name | Date elected | Shareholding while elected | Current shareholding | Remarks | ||
|---|---|---|---|---|---|---|---|
| Shares | Shareholding ratio (%) | Shares | Shareholding ratio (%) | ||||
| Chairman | CHUAN-FA YEH | Jun.27 2023 | 1,550,424 | 1.81 | 1,150,424 | 1.34 | |
| Independent Director | FU-NAN CHOU | Jun.27 2023 | 0 | 0 | 0 | 0 | |
| Independent Director | WU-ZHONG LIAO | Jun.27 2023 | 0 | 0 | 0 | 0 | |
| Independent Director | Sin-Yi Huang | Jun.27 2023 | 0 | 0 | 0 | 0 | |
| Independent Director | Cóng-Wén Shi | Jun.27 2023 | 0 | 0 | 0 | 0 | |
| Director | CHING-TSE YEH | Jun.27 2023 | 1,892,618 | 2.21 | 1,892,618 | 2.21 | |
| Director | KOI-HUI YEH | Jun.27 2023 | 258,723 | 0.30 | 258,723 | 0.30 | |
| Director | YAO-CHOU YANG | Jun.27 2023 | 2,775,013 | 3.24 | 2,775,013 | 3.24 | |
| Director | ANTHONY POLIANG YEH | Jun.27 2023 | 4,454,832 | 5.19 | 3,792,832 | 4.42 | |
| Director | RUNG-SHIN SHU | Jun.27 2023 | 1,925,108 | 2.24 | 1,925,108 | 2.24 |
Note 1: Total Issued shares: 85,767,000 shares on Apr/27/2026 (book closure date).
Note 2: In accordance with the article 26 of the SEA and "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", the minimum accumulated shares of all directors shall be of 6,861,360 shares. The Corporation has established an Audit Committee, so the minimum shares required to be held by the supervisors are not applicable.