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EXCELSIOR — AGM Information 2026
Jun 3, 2026
52380_rns_2026-06-03_5a44335c-9d05-4cc3-9ac5-147a65f4780d.pdf
AGM Information
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Stock Code: 4104

EXCELSIOR MEDICAL CO., LTD.
Handbook for the 2026 Annual Meeting of Shareholders
Meeting Time: June 25, 2026
Place: No. 631, Zhongzheng Rd., Zhonghe Dist., New Taipei City, Taiwan (R.O.C.) (RSL Hotel Taipei Zhonghe)
(Where any discrepancy arises between the English translation and the original Chinese version, the Chinese version shall prevail.)
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Table of Contents
I. Procedure for the 2026 Annual Shareholders’ Meeting ... 2
II. Agenda for the Annual Shareholders’ Meeting ... 3
III. Agenda of the Annual Shareholders’ Meeting ... 4
1. Call meeting to order ... 4
2. Chairperson’s address ... 4
3. Report Items ... 4
4. Proposal Items ... 5
5. Discussion Items ... 6
6. Extraordinary motion ... 7
7. Meeting adjournment ... 7
IV. Attachment ... 8
Attachment 1: Rules of Procedure for Shareholders Meetings (before amendment, prior to this shareholders’ meeting) ... 8
Attachment 2: Articles of Incorporation (before amendment, prior to this shareholders’ meeting) ... 20
Attachment 3: Business Report ... 27
Attachment 4: Audit Committee’s Review Report ... 34
Attachment 5: Financial Reports ... 35
Attachment 6: List of Release of the prohibition on directors from participation in competitive businesses. ... 53
Attachment 7: Amending part of the articles of the Company’s “Articles of Incorporation” ... 54
Attachment 8: Amending part of the articles of the Company’s “Operational Procedures for Acquisition or Disposal of Assets” ... 55
Attachment 9: Amending part of the articles of the Company’s “Rules of Procedure for Shareholders Meetings” ... 58
Attachment 10: The Impact of Stock Dividend Issuance on Business Performance, EPS and Shareholders Return Rate ... 61
Attachment 11: The Shareholding situation of Directors ... 62
I. Procedure for the 2026 Annual Shareholders' Meeting
- Call meeting to order
- Chairperson’s address
- Report Items
- Proposal Items
- Discussion Items
- Extraordinary motion
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Meeting adjournment
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II. Agenda for the Annual Shareholders' Meeting
Convening method: Physical shareholders meeting
Time: 9:00 a.m., June 25, 2026
Place: No. 631, Zhongzheng Rd., Zhonghe Dist., New Taipei City, Taiwan (R.O.C.) (RSL Hotel Taipei Zhonghe)
- Call meeting to order
- Chairperson’s address
- Report Items
(1) 2025 business report and 2026 business plan.
(2) Audit Committee’s review report on the 2025 financial statements.
(3) 2025 distribution report of employee compensation and director remuneration.
(4) 2025 distribution report of cash dividends. - Proposal Items
(1) Adoption of 2025 financial statements.
(2) Adoption of 2025 earnings distribution. - Discussion Items
(1) Releasing the prohibition on directors from participation in competition businesses.
(2) Amending part of the articles of the Company’s “Articles of Incorporation”.
(3) Amending part of the articles of the Company’s “Operational Procedures for Acquisition or Disposal of Assets”.
(4) Amending part of the articles of the Company’s “Rules of Procedure for Shareholders Meetings”. - Extraordinary motion
- Meeting adjournment
III. Agenda of the Annual Shareholders' Meeting
- Call meeting to order
- Chairperson’s address
- Report Items
(1) 2025 business report and 2026 business plan: Please refer to Attachment 3 “Business Report”, on page 27 of this Handbook.
(2) Audit Committee’s review report on the 2025 financial statements: Please refer to Attachment 4 “Audit Committee’s Review Report”, on page 34 of this Handbook.
(3) 2025 distribution report of employee compensation and director remuneration.
Explanatory Notes:
As adopted by the Company’s Board of Directors on March 6, 2026, 5% of the Company’s 2025 profits in an amount of NT$50,271,131 shall be distributed to employees as their compensation, whereas 2.5% of the profits in an amount of NT$25,135,566 shall be distributed to directors as their remuneration. The preceding amounts shall be distributed in cash. The amounts are the same as the amounts recognized for the 2025 expenses.
(4) 2025 distribution report of cash dividends.
Explanatory Notes:
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As adopted by the Company’s Board of Directors on March 6, 2026, the cash dividend shall be NT$4.30 per share, total of NT$809,980,061 for shareholders. The chairperson was authorized by the Board of Directors to determine the ex-dividend base date and process related matters of cash dividend distribution.
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In case of any change in the per-share cash dividend as a result of the fact that repurchase of the Company’s shares, or the treasury stock is transferred or deleted, or carries out a cash capital increase, which further affects the number of the Company’s outstanding shares, the chairperson shall be authorized to adjust the shareholder’s cash dividend rate according to the distribution amount adopted for this proposal and the number of the Company’s actual outstanding shares.
Furthermore, the cash dividend shall be calculated to the nearest dollar and the decimal figures shall be rounded off. The amount rounded off from the current cash dividend shall be listed as the Company’s other income.
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4. Proposal Items
(1) Adoption of 2025 financial statements. (proposed by the Board of Directors).
Explanatory Notes:
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The Company’s 2025 individual financial statements and consolidated financial statements have been audited by CPAs Rou-Lan Kuo and Jun-Guang Chen of KPMG. The aforesaid financial statements, together with the business report and earnings distribution proposal, have been reviewed by the Audit Committee and adopted by the Company’s Board of Directors on March 6, 2026, and hereby proposed to the annual Shareholders’ meeting.
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The Company’s financial statements, including the “Business Report” (please refer to Attachment 3 on page 27 of this Handbook), and the “2025 Individual financial statements and consolidated financial statements along with the CPA’s audit report” (please refer to Attachment 5 on page 35 of this Handbook).
Resolution:
(2) Adoption of 2025 earnings distribution. (proposed by the Board of Directors)
Explanatory Notes:
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It is proposed in accordance with the Company Act and Company’s Articles of Incorporation.
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The Company’s 2025 earnings are proposed to be distributed according to the following statement:
Excelsior Medical Co., Ltd.
Earnings Distribution Table of Year 2025
| Unit: NT$ | |
|---|---|
| Account | Amount |
| Beginning retained earnings | $1,786,443,784 |
| Retained earnings adjusted due to investment under the equity method | 12,615,145 |
| Retained earnings recognized as remeasurement of defined benefit plan | 4,979,324 |
| Undistributed earnings after adjustment | 1,804,038,253 |
| Current year net profit after tax | 805,859,515 |
| Earnings available for distribution | 2,609,897,768 |
| Allocated for legal reserve | ( 82,345,398 ) |
| Cash dividend distributed to shareholders | |
| — $4.30 per share | ( 809,980,061 ) |
| Appropriated retained earnings | $1,717,572,309 |
Note: The quantity of the Company’s outstanding shares was 188,367,456.
Chairperson: Fu Hui-Tung
Manager: Chang Ming-Cheng
Accounting Chief: Chou Cheng-Hsiao
Resolution:
5. Discussion Items
(1) Releasing the prohibition on directors from participation in competitive businesses.
(Proposed by the Board of Directors)
Explanatory Notes:
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According to Article 209 of the Company Act, “a director who acts for themselves or on behalf of others within the Company’s business scope shall explain to the Shareholders’ Meeting the essential contents of such an act and obtain its approval”.
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In case that any of the Company’s directors invests in or operates a business same as or similar to the Company and act as a director in such business, they shall submit the case to the Shareholders’ Meeting and obtain its approval. If the Company’s directors are also under the aforesaid circumstance, the Company agrees to release the prohibition on directors from participation in competitive businesses. Please refer to Attachment 6 on page 53 of this Handbook.
Resolution:
(2) Amending part of the articles of the Company’s “Articles of Incorporation”.
(Proposed by the Board of Directors)
Explanatory Notes:
Amend part of the “Articles of Incorporation” for the Company’s operational needs. Please refer to Attachment 7 on page 54 of this Handbook.
Resolution:
(3) Amending part of the articles of the Company’s “Operational Procedures for Acquisition or Disposal of Assets”. (Proposed by the Board of Directors)
Explanatory Notes:
Amend part of the “Operational Procedures for Acquisition or Disposal of Assets” for the related rules. Please refer to Attachment 8 on page 55 of this Handbook.
Resolution:
(4) Amending part of the articles of the Company's “Rules of Procedure for Shareholders’ Meetings”. (Proposed by the Board of Directors)
Explanatory Notes:
Amend part of the “Rules of Procedure for Shareholders’ Meetings” for the related rules. Please refer to Attachment 9 on page 58 of this Handbook.
Resolution:
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6 Extraordinary motion
7 Meeting adjournment
IV. Attachment
Attachment 1: Rules of Procedure for Shareholders Meetings (before amendment, prior to this shareholders' meeting)
Amended in the regular shareholders' meeting held on June 21, 2024
Article 1: In order to establish a good shareholders' meeting governance system, strengthen the supervision function and reinforce management efficiency, the Company specifically sets up the Rules in accordance with Article 5 of the Corporate Governance Best Practice Principle for TWSE/GTSM Listed Companies for the personnel across the Board to comply with.
Article 2: Unless otherwise stated by law or the Company's Articles of Incorporation, the Rules shall be followed in the Company's shareholders' meetings.
Article 3: Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Except as otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporation shall specify in its articles of incorporation that it may convene a virtual-only shareholders meeting, and such action shall be resolved by the board of directors. The virtual-only shareholders meeting shall be resolved by the board of directors with the attendance of more than two-thirds of the directors and the consent of more than half of the attending directors.
Any changes in the method of convening the shareholder meeting in our company must be approved by the Board of Directors and implemented no later than the dispatch of the meeting notice to the shareholders.
The Company shall prepare the shareholders' meeting notification letter, letter of proxy and the subjects of various motions, such as adoption case, discussion cases and director election or dismissal, as well as the explanation data, in electronic format and transmit them to the Market Observation Post System at least 30 days before a regular shareholders' meeting or 15 days before a special shareholders' meeting. At the same time, the shareholders' meeting agenda handbook and meeting supplementary materials shall be prepared in electronic format and transmitted to the Market Observation Post System at least 21 days prior to a regular shareholders' meeting or at least 15 days prior to a special shareholders' meeting. If, however, The Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. The agenda handbook and the supplementary materials for the shareholders' meeting in question shall be prepared at least 15 days prior to the shareholders' meeting for requesting by shareholders, displayed at the Company and its stock affairs service agency's place.
The agenda and supplementary materials of the aforementioned manual and meeting shall be made available for shareholders to review on the day of the shareholder meeting in the following manner:
- For physical shareholders meetings, to be distributed on-site at the meeting.
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For hybrid shareholders meetings, to be distributed on-site at the meeting and
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shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The reason for convening a meeting shall be specified in the notification and announcement: If it is agreed by the counterparty, the notification can be made in electronic format.
Director election or dismissal, change of the Company's Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus recapitalization, earnings recapitalization, the dissolution, merger, split or the matters prescribed by Paragraph 1 of Article 185 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the causes for convening a meeting. Those matters shall not be put forth as extemporary motions. Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
Those shareholders who hold more than 1% of the issued shares are entitled to submit a motion to a regular shareholders' meeting. However, each of them can only submit one motion at a regular shareholders' meeting; further motions will not be listed in the agenda. Also, for any motions proposed by shareholders under any of the circumstances listed in Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors may exclude them in the agenda.
Shareholders may propose advisory proposals to urge the company to enhance public interests or fulfill social responsibilities. In terms of procedure, according to the relevant provisions of Article 172-1 of the Company Act, only one proposal is allowed. Proposals exceeding one item will not be included in the agenda.
The Company shall announce the opening of acceptance of shareholders' proposals in writing or electronically, and acceptance place and period before the suspension date of stock ownership transfer prior to the holding of a regular shareholders' meeting. The acceptance period shall be at least 10 days.
Any motion proposed by shareholders shall be limited to 300 words. Those over 300 words shall not be listed in the agenda. Proposing shareholders shall attend the regular shareholders' meeting in person, or appoint others to attend on their behalf, and participate in discussion of the proposed motion.
The Company shall notify the proposing shareholders of the handling results before the shareholders' meeting notification day, and list the motions meeting the regulations of this Article in the meeting notification. For those shareholders' motions not being listed in the agenda, the Board of Directors shall elaborate on the reason for not listing them in the agenda at the shareholders' meeting.
Article 4: For each shareholders' meeting, a shareholder may appoint a representative with a letter of proxy printed by the Company to attend the meeting on their behalf. The letter of proxy shall state the scope of authorization for the meeting.
A shareholder can issue a letter of attorney and appoint one representative only. The letter of proxy shall arrive at the Company at least five days before the shareholders' meeting. In case that there is any repetition of the letter of proxy, the first one arriving at the Company shall prevail. However, it is not limited to the
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situation where revocation of the prior letter of proxy is declared.
After the letter of proxy arrives at the Company, if the shareholder wishes to attend the shareholders' meeting in person or to exercise voting rights by correspondence or electronically, he or she shall notify the Company of the proxy revocation in writing at least two days prior to the shareholders' meeting. In case of any overdue revocation, the voting right exercised by the attending proxy shall prevail.
If, after a proxy form is delivered to The Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5: The location of the shareholders' meeting should be at the company's registered address or a location convenient for shareholders to attend and suitable for holding the meeting. The meeting should not commence earlier than 9:00 AM or later than 3:00 PM. The choice of the meeting location and time should take into account the opinions of independent directors.
The restrictions on the place of the meeting shall not apply when the company convenes a virtual-only shareholders meeting.
Article 6: The notice of the shareholders' meeting should indicate the registration time and location for shareholders, soliciting persons, and entrusted agents (hereinafter referred to as "shareholders"), as well as other matters requiring attention.
The registration time for accepting shareholders should be at least thirty minutes before the start of the meeting. The registration location should be clearly marked, and appropriate personnel should handle it. For a virtual-only shareholders' meeting, shareholders should register on the virtual-only meeting platform at least thirty minutes before the start of the meeting. Shareholders who have completed registration are considered as attending the meeting in person.
Shareholders should attend the shareholders' meeting with their attendance certificate, attendance sign-in card, or other attendance documents. The company may not arbitrarily require shareholders to provide other proof of attendance beyond the proof of attendance documents they have submitted. Solicitors who belong to a solicitation proxy should bring their identity documents for verification.
The company should provide a sign-in book or accept a sign-in card from attending shareholders to confirm their attendance.
The company should provide attending shareholders with meeting materials such as an agenda, annual report, attendance certificate, speaking slips, voting ballots, and other meeting documents. If there is a director election, an election ballot should be attached.
When the government or a legal person is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a legal person is entrusted to attend the shareholders' meeting, only one person may be appointed to represent the company.
For virtual-only shareholders' meetings, shareholders who wish to attend virtually should register with the company two days before the meeting.
For virtual-only shareholders' meetings, the company should upload the meeting
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materials such as the agenda, annual report, and other relevant information to the virtual-only meeting platform at least 30 minutes before the meeting start time and continuously disclose them until the end of the meeting.
Article 6-1: When the company convenes a virtual-only shareholders' meeting, the following matters should be stated in the notice of the shareholders' meeting:
- Methods for shareholders to participate in the virtual-only meeting and exercise their rights.
- Actions to be taken if the virtual-only meeting platform or participation in the virtual-only meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders who did not register for virtual participation in the original shareholders' meeting shall not participate in the postponed or resumed session.
(3) In case of a hybrid shareholders meeting, when the virtual-only meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual-only shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual-only meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual-only meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(4) The handling of situations where the results of all agenda items have been announced, and no extraordinary motions have been proposed.
3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Except for the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least shareholder communication facilities and necessary assistance shall be provided. The period during which shareholders may apply to this Corporation and other relevant matters to be noted shall also be stated.
Article 7: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the Board of Directors. If the chairperson is on leave or cannot exercise his or her power and authority for any reason, the vice-chairperson shall chair the meeting on behalf of the chairperson. If there is no vice-chairperson or the vice-chairperson is also on leave or cannot exercise his or her power and authority for any reason, the chairperson shall appoint a standing director to act on his or her behalf. If there is no standing director, the chairperson shall appoint a director to act on his or her behalf. In case that the chairperson does not appoint any deputy, a deputy to act on behalf of the chairperson shall be elected by standing directors or directors among themselves.
The standing director or director to act on behalf of the preceding chairperson
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shall have served the Company as a standing director or director for more than six months, and be familiar with the Company’s financial and business status. The same shall apply to the chairperson who is a representative of an institutional director.
If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson, attended by a majority of the total Board directors and at least one representative of each functional committee. The attendance status shall be recorded in the shareholders’ meeting minutes book. When a shareholders’ meeting is convened by the convener not from the Board of Directors, the convener in question shall chair the meeting. If there are two or more than two conveners for a same meeting, the chairperson of the meeting shall be elected from among the conveners.
The Company may invite its appointed attorneys and CPA or other related personnel to attend a shareholders’ meeting as a guest as the case may be.
Article 8: The Company shall record the entire proceedings of a shareholders’ meeting, from shareholders’ check-in, the check-in process and the course of the meeting, to the voting and vote counting process, in an audio and video format without any interruption.
The preceding audio and video data shall be retained for at least one year. However, in case of any litigation filed by a shareholder in accordance with Article 189 of the Company Act, the audio or video evidence shall be kept until closure of such litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual-only meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual-only meeting.
In case of a virtual-only shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual-only meeting platform.
Article 9: The attendance status of a shareholders’ meeting shall be calculated according to the number of the shares represented by the shareholders attending the shareholders’ meeting, in which the calculation shall cover the shares indicated in the attendance book or according to the attendance cards turned in by the meeting attendants, and the shares checked in on the virtual-only meeting platform, plus the voting shares exercised in writing or in an electronic format.
When it is time for a meeting, the chairperson shall immediately call the meeting to order, and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, if the number of shares held by the shareholders present at the meeting has yet to constitute a majority of the total issued shares, the chairperson may announce postponement of the meeting, but the postponement of the said meeting is limited to two times only, whereas the total postponement time shall not exceed one hour. If a meeting has been postponed for two times and the shares held by the
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shareholders present at the meeting are still less than one-third of the total issued shares, the chairperson may abort the meeting. In the event of a virtual-only shareholders meeting, the Company shall also declare the meeting aborted at the virtual-only meeting platform.
If, after preceding two times of postponement, a meeting has yet to constitute the quorum but the shareholders representing one-third of the total issued shares are present, a provisional resolution can be adopted according to Paragraph 1 of Article 175 of the Company Act, and the notice of the provisional resolution shall be served to respective shareholders for a shareholders' meeting to be convened again within one month. In the event of a virtual-only shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
Before the end of the meeting in question, if the number of the shares held by the shareholders present represents a majority of the total issued shares, the chairperson may put forward the adopted provisional resolution and request re-adoption of the resolution at the meeting in accordance with Article 174 of the Company Act.
Article 10: If a shareholders' meeting is called by the Board of Directors, the meeting agenda shall be set up by the Board of Directors, votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda), and the meeting shall be conducted according to the scheduled agenda, which shall not be changed unless resolved by the shareholders' meeting.
If a shareholders' meeting is called by any other person outside the Board of Directors who has the convening right, the preceding provision shall apply. Without resolution, the chairperson shall not adjourn a meeting before closure of the motions (including extemporary motions) in the agenda arranged according to the preceding two paragraphs. If the chairperson violates the meeting rules by adjourning a meeting, other members of the Board of Directors may follow the legal procedure and quickly come forward to help the attending shareholders elect a chairperson by the resolution adopted by a majority of the shareholders present, and continue the meeting.
For any motions, amendments proposed by shareholders or extemporary motions, the chairperson shall allow sufficient explanation and discussion, close the discussion when he or she believes that it's time for resolution, and put them to the vote, and schedule sufficient time for voting.
Article 11: Those shareholders who wish to speak in a shareholders' meeting shall first fill out a speech note stating their speech subject, their shareholder account number (or attendance card number) and their account name. The chairperson shall then decide their speech order.
Those shareholders who submit a speech note but do not actually give any speech, shall be deemed not having given any speech. In the case that the speech content is not consistent with what is stated in the speech note, the speech content shall prevail.
Unless otherwise permitted by the chairperson, a shareholder shall not speak more than two times for a same motion and each time of speech shall not exceed 5 minutes. If the speech given by any shareholder violates the aforesaid stipulation or is beyond the agenda scope, the chairperson may stop the speech.
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When a shareholder is giving a speech, other shareholders shall not interrupt the speech unless otherwise obtaining the consent from the chairperson. The chairperson shall stop any violation.
If an institutional shareholder designates two or more than two representatives to attend a shareholders’ meeting, only one representative is allowed to speak for a same motion.
After the speech of a shareholder, the chairperson may respond to it on his or her own, or designate an appropriate person to respond.
Where a virtual-only shareholders meeting is convened, shareholders attending the virtual-only meeting online may raise questions in writing at the virtual-only meeting platform from the chairperson declaring the meeting open until the chairperson declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual-only meeting platform.
Article 12: The resolution of a shareholders’ meeting shall be calculated according to the voting shares.
For the resolution of a shareholders’ meeting, the shares held by the shareholders without the voting right shall not be included in the total number of the issued shares.
Those shareholders who have conflict of interests with the meeting agenda, which may adversely affect the Company’s interests, are not allowed to participate in any resolution. In addition, they are also not allowed to represent other shareholders to exercise their voting right.
The number of the aforesaid shares not allowed to be used to exercise the voting right shall not be included in the votes given by the attending shareholders.
Except for the trust business or the stock affairs service agency approved by the securities competent authorities, if a person is simultaneously entrusted by two or more than two shareholders, the votes represented by him or her shall not exceed 3% of the total issued shares, and the excess votes, if any, shall not be calculated.
Article 13: Each share held by a shareholder is entitled to one vote, but it is not limited to those shareholders whose voting right is restricted or the ones having no voting right as stated in Paragraph 2 of Article 179 of the Company Act.
When holding a shareholders’ meeting, it shall adopt exercise of voting rights by electronic format and may adopt exercise of voting rights by written format. When using the written or electronic format to exercise the voting right, the format shall be stated on the notification of the shareholders’ meeting. Those shareholders who exercise their voting right in a written or electronic format shall be deemed to have attended the shareholders’ meeting in person. However, for the extemporary motions and amendments to the original motions of the shareholders’ meeting in question, those shareholders shall be deemed abstention in participation, it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
For those that exercise their voting right with the preceding written or electronic format in a meeting, their intent expression shall arrive at the Company at least
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two days prior to the shareholders’ meeting. When there is any repetition of the intent expression, the first one arriving at the Company shall prevail. However, it is not limited to the situation where the revocation of the prior intent expression is declared. For those shareholders who wish to attend a shareholders’ meeting in person or online, after exercising their voting right in a written or electronic format, they shall revoke the aforesaid intent expression by using the same format as they used for exercising the voting right at least two days prior to the shareholders’ meeting. In case of overdue revocation, the written or electronic format shall prevail for exercising the voting right. In the case that the written or electronic format is used to exercise the voting right while the shareholder also entrusted a representative with a letter of proxy to attend the shareholders’ meeting, the voting right exercised by the attending representative shall prevail. Except otherwise stated in the Company Act or the Company’s Articles of Incorporation, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. When resolving a motion, if no objection from the shareholders present after inquired by the chairperson, the resolution shall be deemed to be adopted, and shall have the same effect as the voting made with the ballot casting method. The resolution can also be made through shareholders’ ballot casting case by case after the chairperson or his or her designated personnel announce the total voting shares entitled by the attending shareholders. Also, shareholders’ consent, objection and abstention results shall be posted on the Market Observation Post System.
For any amendment or replacement of a same motion, the chairperson shall decide the sequence of the resolutions by including the original motion. If any of the resolutions is adopted, the others shall be deemed to be vetoed and no future voting shall be required.
Ballot examiners and ballot counters shall be designated by the chairperson, in which the ballot examiners shall be shareholders.
Ballot calculation for a shareholders’ meeting’s resolution or election motion shall be publicly conducted on the site where the shareholders’ meeting is held, and the voting results, including the statistical weighted voting shares, shall be announced on the spot and recorded in the meeting minutes accordingly. When the Company convenes a virtual-only shareholders meeting, after the chairperson declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual-only meeting platform before the chairperson announces the voting session ends or will be deemed abstained from voting. In the event of a virtual-only shareholders meeting, votes shall be counted at once after the chairperson announces the voting session ends, and results of votes and elections shall be announced immediately. When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary
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motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14: Any director election at a shareholders’ meeting shall be processed in accordance with the Company’s relevant election regulations, and the election results, including the director-elect list and weighted voting shares, and the director-elect list and weighted voting shares not elected, shall be announced on the spot. The ballots cast for the preceding election matters shall be sealed and signed by the ballot examiner and properly retained for at least one year. However, those that are involved in the litigation filed by a shareholder in accordance with Article 189 of the Company Act shall be retained until closure of such litigation.
Article 15: All matters resolved in a shareholders’ meeting shall be recorded in the meeting’s minutes book, which shall be signed or sealed by the chairperson and distributed to respective shareholders within 20 days after the shareholders’ meeting. The production and distribution of the meeting’s minutes book may be processed in an electronic form.
For distribution of the preceding meeting’s minutes book, the Company may transmit the meeting’s minutes book to the Market Observation Post System as the announcement method.
The items including the meeting date and place, chairperson’s name, resolution method, main points of the meeting proceedings and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors, shall be literally recorded in the meeting minutes book, which shall be retained during the existence of the Company. Where a virtual-only shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chairperson's and secretary's name, and actions to be taken in the event of disruption to the virtual-only meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, in compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16: The Company shall prepare a statistical list for the shares solicited by solicitors and the ones represented by the entrusted proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and disclose it at the meeting site on the shareholders’ meeting day.
In the event a virtual-only shareholders meeting, the Company shall upload the above meeting materials to the virtual-only meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual-only shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual-only meeting platform. The same shall apply
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whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If the resolution adopted at a shareholders’ meeting is regulated by law or stipulated by Taiwan Stock Exchange Corporation as material information, the Company shall transmit the content to Market Observation Post System within the regulated time limit.
Article 17: Those who work on the shareholders’ meeting site for handling meeting related affairs, shall wear an ID card or arm badge.
The chairperson may direct disciplinary personnel or security personnel to maintain order of a meeting. When maintaining order of the meeting, those disciplinary personnel and security personnel shall wear a badge or ID card bearing the words of “disciplinary personnel”.
At a meeting site equipped with the public address system, the chairperson may stop any speech made by the shareholder who does not use the public address system provided by the Company.
For those shareholders who violate the meeting rules, disobey the correction from the chairperson, obstruct the meeting proceedings and ignore the prohibition, the chairperson may have the disciplinary personnel or security personnel ask them to leave the meeting site.
Article 18: During a meeting, the chairperson may announce recess at the time he or she considers appropriate. In case of force majeure, the chairperson may decide to temporarily suspend the meeting, and announce the time of meeting resumption depending on the situation.
Before closure of the motions (including extemporary motions) set in the agenda of a shareholders’ meeting, if the meeting place cannot continue to be used, the Shareholders’ Meeting shall resolve to find another place for continuation of the meeting.
According to Article 182 of the Company Act, the Shareholders’ Meeting may resolve to postpone a meeting and have it held within five days or continue the meeting.
Article 19: In the event of a virtual-only shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual-only meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chairperson has announced the meeting adjourned.
Article 20: When the Company convenes a virtual-only shareholders meeting, both the chairperson and secretary shall be in the same location, and the chairperson shall declare the address of their location when the meeting is called to order.
Article 21: In the event of a virtual-only shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual-only shareholders meeting, when declaring the meeting open, the chairperson shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual-only meeting platform or participation in the virtual-only meeting is obstructed due to
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natural disasters, accidents or other force majeure events before the chairperson has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postponed or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors. When the Company convenes a hybrid shareholders meeting, and the virtual-only meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual-only shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual-only meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22: To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Except for the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least shareholder communication facilities and necessary assistance shall be provided. The period during which shareholders may apply to this
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Corporation and other relevant matters to be noted shall also be stated.
Article 23: The Rules shall be implemented after adoption by the Shareholders’ Meeting. The same shall apply in case of any revision.
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Attachment 2: Articles of Incorporation (before amendment, prior to this shareholders’ meeting)
Articles of Incorporation
Excelsior Medical Co., Ltd.
Amended in the regular shareholders’ meeting held on June 26, 2025
Chapter 1 General Provisions
Article 1 The name of the Company is Excelsior Medical Co., Ltd., which is incorporated pursuant to the Company Act.
Article 2 The businesses engaged by the Company are as follows:
- F108031 Wholesale of Drugs, Medical Goods
- F113010 Wholesale of Machinery
- F113020 Wholesale of Household Appliance
- F107080 Wholesale of Environment Medicines
- F113030 Wholesale of Precision Instruments
- F113050 Wholesale of Computing and Business Machinery Equipment
- F113070 Wholesale of Telecom Instruments
- F117010 Wholesale of Fire Fighting Equipment
- F118010 Wholesale of Computer Software
- F401010 International Trade
- I301010 Software Design Services
- CB01030 Pollution Controlling Equipment Manufacturing
- F113100 Wholesale of Pollution Controlling Equipment
- F213100 Retail Sale of Pollution Controlling Equipment
- F108021 Wholesale of Drugs and Medicines
- H703100 Real Estate Rental and Leasing
- JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops
- IF01010 Fire Fighting Equipment Overhauling
- JA02990 Other Repair Shops
- JE01010 Rental and Leasing Business
- F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
- F208040 Retail Sale of Cosmetics
- C802041 Drugs and Medicines Manufacturing
- C802060 Animal Use Medicine Manufacturing
- C802100 Cosmetics Manufacturing
- CF01011 Medical Materials and Equipment Manufacturing
- F208031 Retail sale of Medical Equipments
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company may externally provide guarantee as required by business needs.
Article 4 If the Company is a limited liability shareholder of another company, its total investment amount shall be free from the restriction of not exceeding 40% of its paid-in capital as prescribed by Article 13 of the Company Act.
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Chapter 2 Shares
Article 5 The Company’s headquarters is located in New Taipei City, and, as resolved by the Board of Directors, it may establish branch sales stores, business offices and other types of branch offices in the domestic or foreign countries, as necessary.
Article 6 The Company’s total capital is two billion NT dollars, which is divided into two hundred million shares with a par value of ten NT dollars per share. For the unissued shares, the Board of Directors is authorized to issue them in installments as required by business needs. Out of the preceding total capital, one hundred million NT dollars is reserved for exercise of the warrants covering employee stock option warrants, corporate bonds with warrants and preferred shares with warrants, which may be issued in installments.
Employees that are eligible to subscribe for share subscription warrant, restricted employee shares, new shares or buy back shares in accordance with the law for employees may include employees of parents or subsidiaries of the company meeting certain specific requirements.
Article 6-1 The subscription price of employee stock option warrants issued by the Company is free from the restriction of relevant laws and regulations. However, it shall be adopted by more than two-thirds of the votes of the shareholders who are present at the meeting and represent a majority of the total issued shares, and declared in installments within one year after the shareholders’ meeting resolution day.
Article 6-2 The Company may repurchase its treasury stock and transfer it to its employees at a price lower than the average repurchase price. However, it shall be adopted by more than two-thirds of the votes of the shareholders who are present at the latest shareholders’ meeting and represent a majority of the total issued shares, and the implementation shall be made in accordance with relevant laws and regulations.
Article 7 The Company’s stock is registered shares, which shall be affixed with the signature or seal by a director representing a company and issued after certification by law. The stock shall be produced in accordance with Article 162 of the Company Act. When issuing new shares, such new shares may be exempt from printing share certificates, but shall be registered with the Centralized Securities Depository Enterprise.
Article 8 The Company shall commission its stock affairs to a stock affairs service agency. Unless otherwise prescribed by laws and regulations and the Articles of Incorporation, it shall be processed in accordance with the “Regulations Governing the Administration of Shareholders Services of Public Companies” promulgated by the competent authorities.
Article 9 If the stock is transferred, or re-issued due to loss, the Company may collect a service fee and revenue stamps shall be affixed.
Article 10 Any change of the records in the shareholders list shall be suspended within 60 days prior to a regular shareholder’s meeting, 30 days prior to a special shareholder’s meeting or 5 days prior to the base day determined by the Company for dividend/bonus or other benefit distribution.
Chapter 3 Shareholders’ Meetings
Article 11 The Company’s shareholders’ meetings come in two types: regular shareholders’
meetings and special shareholders’ meeting. A regular shareholders’ meeting shall be convened by the Board of Directors by law and held within six months after the end of each fiscal year, whereas a special shareholders’ meeting shall be convened whenever necessary. If agreed by the counterparty, the notification of a shareholders’ meeting can be made via e-mail. For those shareholders who hold less than 1,000 shares of the Company’s stock, the Company may notify them via announcement. The company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
In case a shareholders’ meeting is proceeded via visual communication network, then the shareholders taking part in such a virtual-only meeting shall be deemed to have attended the meeting in person.
Article 12 If a shareholder cannot attend a shareholders’ meeting for any reason, he or she may appoint a proxy to attend the meeting on behalf of him or her in accordance with Article 177 of the Company Act, Paragraph 1 of Article 25-1 of the Securities and Exchange Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
Article 13 For the Company’s shareholders, each share is entitled to one vote, but it is not limited to those that are restricted or have no voting right as listed in Paragraph 2 of Article 179 of the Company Act.
Article 14 Unless otherwise prescribed by the Company Act or stated by relevant laws and regulations, a resolution of a shareholders’ meeting shall be adopted by a majority vote of the shareholders present at the meeting and represent more than half of the total number of the issued shares, before implementation.
Article 15 All of the matters resolved in a shareholders’ meeting shall be recorded in the meeting minutes book which shall be signed or sealed by the chairperson and distributed to respective shareholders within 20 days after the meeting. The production and distribution of the meeting minutes book may be processed in an electronic form. The Company may also distribute the meeting minutes book via announcement. The meeting minutes book, attending shareholders’ attendance book and the letters of proxies shall be retained in the Company according to the laws and regulations.
Article 15-1 In case that the Company plans to revoke its public offering plan, it shall put it forth to the Shareholders’ Meeting for resolution, and shall remain unchanged during the listing period.
Chapter 4 Directors and managerial officers
Article 16 The Company shall have nine to eleven directors and at least three independent directors with a term of three years. They shall be elected from those who have behavioral capacity in the Shareholders’ Meeting and are eligible for re-election. The number of directors shall be determined by the Board meeting. The candidate nomination system shall be adopted for the election of the Company’s directors and independent directors, in which shareholders shall elect directors and independent directors according to the lists of director candidates. In case that a director cannot be present at a meeting for any reason, he or she shall appoint another director by law to attend the meeting on his or her behalf. The total shareholding ratio of the entire
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body of the Company’s directors shall be processed in accordance with the regulations set up by the securities management competent authorities.
The matters regarding independent directors’ professional qualifications, shareholdings, restrictions on holding of concurrent positions, nomination, election method and other matters required to be followed shall be processed in accordance with the relevant regulations stipulated by the securities competent authorities.
Article 16-1 According to Article 14-4 of the Securities and Exchange Act, the Company shall set up an audit committee. The audit committee shall be constituted by the entire body of independent directors, and the number of its members shall not be less than three, in which one of them shall be the convener and at least one of them shall be equipped with accounting or financial expertise. The audit committee or its members shall be responsible for exercising a supervisor’s power and authority as required by the Company Act, Securities and Exchange Act and other relevant laws and regulations.
Article 17 The Board of Directors is constituted by directors; a chairperson or a vice-chairperson shall be elected from among directors by passing a majority vote of the directors who are present at the meeting and represent more than two-thirds of the total directors. The chairperson shall externally represent the Company, and his or her rights shall be subject to laws, regulations, the Company’s Article of Incorporation, and the resolutions adopted by the Shareholders’ Meeting and the Board of Directors.
Article 17-1 The notification of convening a Board meeting shall be sent to respective directors at least seven days prior to the meeting. However, in case of any emergency, the Company may convene a Board meeting at any time. The Company may convene its Board meeting by means of a written notice, e-mail or facsimile.
Article 18 The functions and authorities of the Board of Directors are as follows:
- Determine the Company’s business directions.
- Review budgets and settlements of final accounts.
- Draft plans for profits distribution and loss recovering.
- Lay down the capital increase or decrease plan.
- Other authorities granted by statutory laws and regulations and the Shareholders’ Meeting.
Article 19 Unless otherwise prescribed by the Company Act, any of the resolutions of the Board of Directors shall be adopted by a majority of the directors who are present at the meeting and represent a majority of the entire body of directors before implementation. All of the resolution matters shall be recorded in the meeting minutes which shall be signed or sealed by the chairperson and retained in the Company.
Article 20 In case that the chairperson is on leave or cannot exercise his or her power and authority for any reason, a deputy shall be selected in accordance with Paragraph 3 of Article 208 of the Company Act. If the Board of Directors adopts a video meeting, those directors who attend the video meeting shall be deemed to have attended the meeting in person.
Article 21 According to the resolution adopted by the Board of Directors, the Company shall have a general chief executive officer in charge of the business operation and
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operating policies for the Company and all of its associates and joint ventures. In addition, the Company may also have a general manger and several deputy general managers, and their appointment, dismissal and remuneration shall be processed in accordance with Article 29 of the Company Act.
Article 22 The Company shall pay a transportation allowance fee to its directors for their attendance of the meetings of the Board of Directors.
The Company shall pay remuneration to its directors for their duty execution regardless of gain or loss of the Company's business. The Board of Directors shall be authorized to determine the remuneration according to the status of a director's duty execution and by referring to the practice of the peer group.
Article 22-1 The Company shall authorize its Board of Directors to purchase liability insurance for its directors within their term of office and according to their duty execution scope.
Article 22-2 The salaries, remuneration and transportation allowance fees of directors shall be reviewed by the remuneration committee.
Chapter 5 Accounting
Article 23 The Company's fiscal year is from January 1 to December 31, and the financial statements shall be processed at the end of each fiscal year.
Article 24 At the end of each fiscal year, the Company's Board of Directors shall prepare (1) the business report (2) the financial statements (3) the proposal of profits distribution or loss recovering, and submit the statements and documents above to the audit committee for examination, to the Board of Directors for approval, and finally to the regular shareholders' meeting for acknowledgement.
Article 25 If the Company has any annual profit, it shall allocate an amount no less than 1% for employee compensation (At least 30% shall be allocated for salary adjustments or compensation distributions for its junior employees) and no more than 5% as director remuneration. However, in the circumstance where the Company has accumulated loss, an allowance for the loss shall be set aside in advance.
The preceding employee compensation shall be distributed by stock or cash, and the recipients shall cover the employees of the subordinate companies meeting the terms set up by the Board of Directors. The preceding director remuneration shall be paid by cash only.
The preceding two issues shall be resolved by the Board of Directors, and reported to the Shareholders' Meeting.
Article 25-1 If the Company has any surplus, the tax in its financial statements will be paid first, it shall first use the profit to cover accumulated loss, followed by setting 10% aside as the legal reserve. However, it is not limited to the situation where the legal reserve already reaches the Company's total paid-in capital.
Furthermore, a special reserve shall be allocated or reversed in accordance with operational requirements, statutory laws and regulations or competent authorities' stipulations. Afterwards, the Board of Directors shall draft a profits distribution proposal for the remaining earnings along with the beginning undistributed earnings cumulative earnings available for distribution and put it forth to the shareholders' meeting for resolution of shareholder dividend and bonus distribution.
The Company authorizes the Board of Directors to distribute a portion or all of
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dividends, bonuses or legal reserve and capital surplus in cash by resolution adopted by a majority in a meeting attended by two-thirds or more of the Directors, and the distribution shall then be reported to the shareholders' meeting.
Article 26 The Company sets up its dividend policy in conjunction with its current and future development plan and by taking the investment environment, capital requirements and local and foreign competition status into account, whereas the Company also concurrently considers shareholders' interests. The annual dividend payable to shareholders from the cumulative distributable surplus shall be not less than 20% of current year after-tax profit. The shareholder dividend and bonus can be distributed by either cash or stock, in which the cash dividend shall be no less than 20% of the total dividend amount.
Chapter 6 Supplementary Provisions
Article 27 Other matters not covered by the Articles of Incorporation shall be subject to the Company Act.
Article 28 The Articles of Incorporation was instituted on January 27, 1988
1st revision was made on June 28, 1988
2nd revision was made on March 23, 1989
3rd revision was made on March 7, 1990
4th revision was made on March 15, 1991
5th revision was made on May 15, 1991
6th revision was made on September 18, 1991
7th revision was made on September 18, 1993
8th revision was made on December 1, 1994
9th revision was made on January 11, 1997
10th revision was made on February 4, 1997
11th revision was made on April 21, 1997
12th revision was made on April 11, 1998
13th revision was made on May 15, 1998
14th revision was made on April 20, 1999
15th revision was made on June 16, 2000
16th revision was made on April 30, 2001
17th revision was made on November 12, 2001
18th revision was made on May 20, 2002
19th revision was made on March 31, 2003
20th revision was made on May 31, 2004
21st revision was made on June 17, 2005
22nd revision was made on June 14, 2006
23rd revision was made on June 15, 2007; however, the amended articles of Articles 6-1 and 6-2 regarding the expensing of employee bonus shall become effective from the date of announcement by the competent authorities (January 1, 2008).
24th revision was made on October 12, 2007
25th revision was made on June 13, 2008
26th revision was made on June 10, 2009
27th revision was made on June 10, 2009
28th revision was made on June 15, 2010
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29th revision was made on June 15, 2011
30th revision was made on June 18, 2012
31st revision was made on June 14, 2013
32nd revision was made on June 24, 2014
33rd revision was made on June 16, 2016
34rd revision was made on June 16, 2017
35rd revision was made on June 18, 2019.
36rd revision was made on June 18, 2020
37rd revision was made on June 21, 2022
38rd revision was made on June 26, 2025
Attachment 3 : Business Report
Business Report
Thank you all for taking the time to attend our company's annual shareholders meeting. On behalf of the management team and all employees, I warmly welcome you and look forward to your valuable feedback as we share our operational results for 2025 and future outlook.
In recent years, global geopolitical instability persists. In 2025, the international political and economic environment remains highly uncertain amid the ongoing policy directions of major economies and unresolved regional conflicts, which continue to pose significant challenges to the global market economy. While the policy direction of the new U.S. government is gradually becoming clearer, the market is still required to exercise prudent monitoring of potential adjustments in U.S. trade policies and changes in U.S.-China relations, as such developments continue to drive global supply chain restructuring and influence Taiwan's economic growth momentum. The New Taiwan dollar experienced fluctuations during the period due to international capital flows and movements in the U.S. dollar. Coupled with changes in raw material prices, these factors increased pressure on the Company's import costs and operational management. Nevertheless, as a leading domestic medical product service integrator, our company is less affected by economic cycles. We continue to strengthen supply chain resilience and market competitiveness to ensure stable and steady growth going forward.
The Company's 2025 operating results and 2026 business plan are reported as follows:
I. Report on the 2025 operating results
- 2025 operating results
(1) Individual statement of comprehensive income
Unit: NT dollars in thousands
| Item | 2025 | 2024 | Increase (decrease) percentage |
|---|---|---|---|
| Operating revenue | 5,429,430 | 5,290,980 | 2.62% |
| Gross profit | 766,474 | 782,604 | (2.06%) |
| Net operating income | 304,215 | 350,700 | (13.25%) |
| Non-operating income and expenses | 625,801 | 537,014 | 16.53% |
| Profit before tax | 930,016 | 887,714 | 4.77% |
| Profit after tax | 805,860 | 771,259 | 4.49% |
| Other comprehensive income | 29,024 | 83,610 | (65.29%) |
| Total comprehensive income | 834,884 | 854,869 | (2.34) |
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i. The increase in operating revenue compared to the previous year is mainly due to the increase in sales of hemodialysis and surgery products.
ii. The decrease in gross profit and net operating income compared to the previous year is mainly due to reduce gross profit caused by market competition and increase salary expenses for the business development.
iii. The increase in non-operating income and expenses compared to the previous year is mainly due to the influence of "Share of profit of subsidiaries, associates and joint ventures accounted for using equity method".
iv. The decrease in other comprehensive income and total comprehensive income compared to the previous year is mainly due to the decrease in "Exchange differences arising from translation of financial statements of foreign operations".
(2) Consolidated statement of comprehensive income
Unit: NT dollars in thousands
| Item | 2025 | 2024 | Increase (decrease) percentage |
|---|---|---|---|
| Operating revenue | 8,789,236 | 8,538,546 | 2.94% |
| Gross profit | 1,872,634 | 1,785,464 | 4.88% |
| Net operating income | 727,539 | 753,316 | (3.42%) |
| Non-operating income and expenses | 454,368 | 421,046 | 7.91% |
| Profit before tax | 1,181,907 | 1,174,362 | 0.64% |
| Profit after tax | 965,607 | 971,055 | (0.56%) |
| Other comprehensive income | 148,066 | 89,272 | 65.86% |
| Total comprehensive income | 1,113,673 | 1,060,327 | 5.03% |
i. The increase in operating revenue and gross profit compared to the previous year is mainly due to the increase in sales of pharmaceutical sales promotions and the growth of the Philippines market.
ii. The decrease in net operating income compared to the previous year is mainly due to channel expansion and increase salary expenses.
iii. The increase in non-operating income and expenses compared to the previous year is mainly due to the influence of "Share of profit of associates and joint ventures accounted for using equity method".
iv. The increase in other comprehensive income compared to the previous year is mainly due to the increase of "Unrealized (losses) gains from investments in equity instruments measured at fair value through other comprehensive income" and the decrease in "Exchange differences arising from translation of financial statements of foreign operations".
- Status of budget implementation: this is not applicable since the Company did not prepare any financial forecast.
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3. Status of cash flows
(1) Individual statement of cash flows
Unit: NT dollars in thousands
| Item | 2025 | Description |
|---|---|---|
| Beginning cash balance | 456,706 | The balance of the 2024 final account. |
| Net cash flows from operating activities | 301,023 | Mainly resulting from the increase in net operating income. |
| Net cash flows from investment activities | 296,581 | Mainly resulting from the cash dividends received. |
| Net cash used in from financing activities | (480,205) | Mainly resulting from the increase in short-term borrowings and cash dividends paid. |
| Cash balance at the end of the year | 574,105 | The balance of the 2025 final account. |
(2) Consolidated statement of cash flows
Unit: thousand NT dollars
| Item | 2025 | Description |
|---|---|---|
| Beginning cash balance | 4,189,204 | The balance of the 2024 final account. |
| Net cash used in from operating activities | (1,363,630) | Mainly resulting from the increase in net operating income and the decrease in accounts receivable. |
| Net cash flows from investment activities | 224,892 | Mainly resulting from the cash dividends received. |
| Net cash used in from financing activities | (148,984) | Mainly resulting from the increase in long-term and short-term borrowings, as well as the cash dividends paid. |
| Impact of changes in exchange rates | (54,354) | Effect of Exchange rate changes. |
| Cash balance at the end of the year | 2,847,128 | The balance of the 2025 final account. |
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4. Analysis and comparison of profitability
(1) Analysis of individual profitability
| Item | 2025 | 2024 | Description |
|---|---|---|---|
| Return on assets (%) | 7.5 | 7.5 | The difference between the two fiscal years is not significant. |
| Return on equity(%) | 8.9 | 8.8 | The difference between the two fiscal years is not significant. |
| Ratio of before-tax profit to the paid-in capital(%) | 54.2 | 54.3 | The difference between the two fiscal years is not significant. |
| Net profit margin (%) | 14.8 | 14.6 | The difference between the two fiscal years is not significant. |
| Basic after-tax earnings per share (NT$) (note) | 4.70 | 4.50 | The increase in profit after tax during the year is mainly resulting from the increase in “Share of profit of subsidiaries, associates and joint ventures accounted for using equity method”. |
Note: Analysis made according to the net profit after tax with weighted-average shares outstanding.
(2) Analysis of consolidated profitability
| Item | 2025 | 2024 | Description |
|---|---|---|---|
| Return on assets (%) | 5.1 | 5.2 | The difference between the two fiscal years is not significant. |
| Return on equity(%) | 8.4 | 8.7 | The difference between the two fiscal years is not significant. |
| Ratio of before-tax profit to the paid-in capital(%) | 68.9 | 71.9 | The decrease in ratio of before tax profit to the paid-in capital is due to the increase in share capital resulting from capitalization of retained earnings during the year. |
| Net profit margin (%) | 11.0 | 11.4 | The difference between the two fiscal years is not significant. |
| Basic after-tax earnings per share (NT$) (note) | 4.70 | 4.50 | The increase in profit after tax during the year is mainly resulting from the increase in “Share of profit of associates and joint ventures accounted for using equity method”. |
Note: Analysis made according to the net profit after tax with weighted-average shares outstanding.
- R&D status
As the Company is not in the manufacturing industry, it has not set up a dedicated R&D division. Instead, we rely on our various business departments to expand our business scope in the field of medical-related specialties through agency and distribution.
II. The 2026 business plan
(1) Strengthening investment deployment: We will focus on the Taiwanese healthcare market and actively seek strategic partners in the medical industry. Through reinvestment, we will continue to integrate upstream and downstream medical resources, develop a competitive value chain service, and expand our medical distribution channels. Additionally, we aim to replicate the success of our experiences in Taiwan and extend our presence in overseas healthcare markets. For instance, we have entered the manufacturing sector by establishing a dialysis solution factory in Malaysia, thereby extending our sources of profitability.
(2) Promoting brand management strategy: We will promote our proprietary brand "Nihon Fix" of premium health appliances, along with the marketing of our proprietary brand "DR CYJ Hair Peptide" and the new brand "Yiboo" through e-commerce and physical retail channels, selling hair care products, facial skincare products, combined with AI-powered skin analysis technology to provide a new-generation facial skincare experience for consumers.
(3) Deepening community long-term care services: In alignment with the government's Long-Term Care 2.0 Plan, we will actively establish long-term care associations and continuously expand community-based long-term care service locations. In
accordance with the Long-Term Care 3.0 Plan, we will integrate medical, care, and home-based services to build an integrated healthcare and long-term care model, closely linking medical services with the long-term care system to provide continuous care within communities or transitional settings. We will also enhance the tiered training and professional competencies of care service personnel to meet the diverse and continuously growing care needs of the public.
(4) Developing medical real estate leasing business: Leveraging the expertise of asset management companies, we continue to develop our medical real estate leasing business. We collaborate with affiliated enterprises to expand medical channels and seek stable, secure, and reasonable real estate targets, aiming to maximize comprehensive benefits.
III. Future corporate development strategies
In response to changes in the market environment, our company aims to increase market share in the field of hemodialysis and surgical products. We will also continue to introduce medical equipment and consumables, deepen our presence in the healthcare market channels, and integrate resources from affiliated companies, and diversify through strategic partnerships to enhance competitiveness, with the goal of establishing an integrated healthcare industry group. With the values of dedication, discipline, innovation, and proactive, we are committed to providing comprehensive services in the medical industry.
Looking ahead to the year 2026, the company and its affiliated will continue to strive for diversified development. This includes introducing new-generation medical products and services, as well as healthy home appliances. Continuously expanding in five major areas of aesthetic medical and lifestyle beauty: "Laser/Pulsed Light," "Body Sculpting," "Skin Tightening," "Botulinum Toxin Injections," and "Subdermal Implant Fillers," among other product lines. In pharmaceutical logistics, besides continuing to deepen cooperation with international pharmaceutical companies, we have established dedicated business teams for medical centers and regional hospitals, strengthening sales of principal products and vaccines. We have also obtained qualifications for QMS and GDP, venturing into the medical device field to enhance comprehensive professional services in pharmaceutical logistics. As for long-term care systems, we will continue to respond to the government's "Ten-year Long-term Care 3.0 plan," integrating medical, nursing, and home-based services in accordance with the "Long-term Care Services Act." We aim to establish an integrated care model that combines long-term care and medical services, expanding our business in this sector. Additionally, we will closely monitor the government's New Southbound Policy and expand our presence in the international healthcare market by investing in a dialysis solution factory in Malaysia, in line with the group's policies.
IV. The influences of the external competitive environment, regulatory environment and overall business environment
According to a research report by the Industrial Technology Research Institute (ITRI) IEK, the global population aged 65 and above is expected to reach its peak between 2011 and 2029. Population aging has become an irreversible global trend. The National Development Council has also announced that Taiwan is estimated to enter the "super-aged society" by international standards by 2025. By 2050, the elderly population is projected to reach 7.66 million, accounting for approximately $37.5\%$ of the total population. According to data published by the Ministry of the Interior, as of the end of 2025, the elderly population (aged 65 and above) in Taiwan has reached 4,673,155, an increase of 184,448 compared to the end of 2024, accounting for $20.06\%$ of the total population of 23,299,132. The rapid
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growth of the elderly population necessitates middle-aged individuals to address their own retirement life and care for their elders, proactively planning for elderly medical care to meet future market needs. Therefore, in line with the government's initiatives, such as the "Ten-year Long-term Care Plan," "Long-term Care Service Network Plan," and "Enhancement Plan for Long-term Care Capacity," a comprehensive long-term care system is being gradually established in stages to enhance overall care capacity and service quality.
In recent years, as the economy has grown, the per capita income in our country has been steadily increasing. With this economic growth, there has been an increasing emphasis on health. Additionally, the aging population and the rise in chronic diseases such as obesity, diabetes, and hypertension have led to a significant increase in demand for healthcare and related products. In light of these factors, our company can capitalize on the dynamic adjustments and growth trends in the healthcare supply and demand structure, thereby creating better development opportunities for the healthcare industry.
Fu Hui-Tung, Chairperson
Chang, Ming-Cheng, General Manager
Chou Cheng-Hsiao, Accounting Chief
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Attachment 4: Audit Committee’s Review Report
Excelsior Medical Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements, and proposal for earning distribution. The CPA firm of KPMG has audit Excelsior Medical Co., Ltd. Financial Statements and has issued an audit report relating to the Financial Statements.
The Business Report, Financial Statements, and earning distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Excelsior Medical Co., Ltd.. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.
For your adoption.
To
The 2026 Annual Shareholders’ Meeting
Excelsior Medical Co., Ltd.
Chairperson of the Audit Committee: Jhan,Cian-Long
March 6, 2026
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Attachment 5 : Financial Reports
Independent Auditors' Report
To the Board of Directors of Excelsior Medical Co., Ltd.:
Opinion
We have audited the financial statements of Excelsior Medical Co., Ltd.("the Company"), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the year ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matter that should be disclosed in this report is as follows:
- Impairment Assessment on Receivables
Please refer to Note (4)(f) for accounting policies of account receivable allowance provision.
Description of key audit matter:
The management of the Company performed its assessment based on the default risk of accounts receivable and the rate of expected loss. Because the assessment of impairment loss of receivables involves critical accounting estimates, which are subject to the judgment of the management, the assessment of the impairment loss of receivables is deemed to be a key audit matter.
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How the matter was addressed in our audit:
Our main audit procedures in response to the assessment of the impairment of receivables were assessing the reasonableness of the methodology and assumptions used by the management for the impairment assessment of receivables and whether the methodology was adopted consistently, testing the reasonableness of the information used by the management for assessing the impairment of receivables, reviewing the accuracy of the calculation of the allowance for receivables, and evaluating the adequacy of the Company’s disclosure for impairment of receivables.
Other Matter
We did not audit the financial statements of certain subsidiaries, associates and joint ventures, which represented investment in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose reports has been furnished to us, and our opinion, insofar as it relates to the amounts included for such entities, is based solely on the report of other auditors. The investments in such entities accounted for using the equity method were NT$1,388,843 thousand and NT$1,374,651 thousand, constituting 7% and 7% of the total assets at December 31, 2025 and 2024, respectively, and the related share of profit of subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$192,952 thousand and NT$161,038 thousand, constituting 21% and 15% of total profit before tax for the years then ended, respectively.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method 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.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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 audit resulting in this independent auditors’ report are Kuo, Rou-Lan and Chen, Chun-Kuang.
KPMG
Taipei, Taiwan (Republic of China)
March 6, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| ASSETS | December 31, 2025 | December 31, 2024 | LIABILITIES AND EQUITY | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets: | Current liabilities: | |||||||||||
| 1100 | Cash and cash equivalents (Note (6)(a)) | $ 574,105 | 5 | 456,706 | 4 | 2100 | Short-term borrowings (Note (6)(j)) | $ 400,000 | 4 | 250,000 | 2 | |
| 1110 | Current financial assets at fair value through profit or loss (Note (6)(b)) | - | - | 117 | - | 2150 | Notes payable (Note (6)(a)) | 1,205 | - | 1,205 | - | |
| 1151 | Notes receivable (Note (6)(d)) | 51,180 | 1 | 63,277 | 1 | 2170 | Accounts payable (Notes (6)(a) and (7)) | 831,581 | 7 | 755,905 | 7 | |
| 1170 | Accounts receivable (Note (6)(d)) | 328,999 | 3 | 323,673 | 3 | 2200 | Other payables (Notes (6)(a) and (7)) | 203,230 | 2 | 201,219 | 2 | |
| 1180 | Accounts receivable due from related parties (Notes (6)(d) and (7)) | 958,114 | 9 | 933,337 | 9 | 2230 | Current tax liabilities | 69,308 | 1 | 50,303 | 1 | |
| 1200 | Other receivables (Note (7)) | 110 | - | 86 | - | 2280 | Current lease liabilities (Notes (6)(l) and (u)) | 2,762 | - | 4,112 | - | |
| 130X | Inventories (Note (6)(e)) | 900,290 | 8 | 931,707 | 9 | 2399 | Other current liabilities, others (Notes (6)(k) and (7)) | 27,906 | - | 34,530 | - | |
| 1470 | Other current assets, others | 27,864 | - | 15,444 | - | 1,535,992 | 14 | 1,297,274 | 12 | |||
| 2,840,662 | 26 | 2,724,347 | 26 | Non-Current liabilities: | ||||||||
| Non-current assets: | 2570 | Deferred tax liabilities (Note (6)(o)) | 239,638 | 2 | 237,843 | 2 | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Note (6)(c)) | 151,939 | 2 | 160,534 | 2 | 2580 | Non-current lease liabilities (Notes (6)(l) and (a)) | 8,547 | - | 7,449 | - | |
| 1550 | Investments accounted for using equity method, net (Note (6)(f)) | 7,582,048 | 69 | 7,266,954 | 69 | 2670 | Other non-current liabilities, others | 166 | - | 166 | - | |
| 1600 | Property, plant and equipment (Note (6)(g)) | 256,009 | 2 | 231,847 | 2 | 248,351 | 2 | 245,458 | 2 | |||
| 1755 | Right-of-use assets (Note (6)(h)) | 11,086 | - | 11,285 | - | Total liabilities | 1,784,343 | 16 | 1,542,732 | 14 | ||
| 1780 | Intangible assets (Note (6)(i)) | 3,449 | - | 3,663 | - | |||||||
| 1840 | Deferred tax assets (Note (6)(o)) | 48,725 | - | 38,217 | - | Equity attributable to owners of parent (Note (6)(p)): | ||||||
| 1975 | Net defined benefit asset (Note (6)(u)) | 57,779 | 1 | 49,611 | 1 | 3100 | Share capital | 1,715,674 | 16 | 1,633,975 | 17 | |
| 1980 | Other non-current financial assets | 15,996 | - | 16,499 | - | 3200 | Capital surplus | 3,390,833 | 31 | 3,382,788 | 32 | |
| 1990 | Other non-current assets, others (Note (8)) | 8,937 | - | 10,016 | - | 3300 | Retained earnings | 3,740,835 | 34 | 3,619,990 | 34 | |
| 8,135,968 | 74 | 7,788,626 | 74 | 3400 | Other equity | 344,945 | 3 | 333,488 | 3 | |||
| Total equity | 9,192,287 | 84 | 8,970,241 | 86 | ||||||||
| TOTAL ASSETS | $ 10,976,630 | 100 | 10,512,973 | 100 | TOTAL LIABILITIES AND EQUITY | $ 10,976,630 | 100 | 10,512,973 | 100 |
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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)
| For the Years Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| 4000 | Total operating revenue (Notes (6)(r) and (7)) | $ 5,429,430 | 100 | 5,290,980 | 100 |
| 5000 | Total operating costs (Note (6)(e)) | 4,661,219 | 85 | 4,512,517 | 85 |
| Gross profit from operations | 768,211 | 15 | 778,463 | 15 | |
| 5910 | Less: Unrealized profit from sales | 90,424 | 2 | 90,924 | 2 |
| 5920 | Add: Realized profit from sales | 88,687 | 2 | 95,065 | 2 |
| 766,474 | 15 | 782,604 | 15 | ||
| Operating expenses: | |||||
| 6100 | Selling expenses | 253,622 | 5 | 236,787 | 4 |
| 6200 | Administrative expenses | 206,493 | 4 | 196,456 | 4 |
| 6450 | Expected credit loss (gain) (Note (6)(d)) | 2,144 | - | (1,339) | - |
| 462,259 | 9 | 431,904 | 8 | ||
| Net operating income | 304,215 | 6 | 350,700 | 7 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Note (6)(t)) | 2,446 | - | 2,760 | - |
| 7010 | Other income (Notes (6)(t) and (7)) | 2,995 | - | 2,424 | - |
| 7020 | Other gains and losses (Notes (6)(t) and (7)) | 10,255 | - | 16,867 | - |
| 7050 | Finance costs (Note (6)(t)) | (5,152) | - | (5,562) | - |
| 7060 | Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method (Note (6)(f)) | 615,257 | 11 | 520,525 | 10 |
| 625,801 | 11 | 537,014 | 10 | ||
| 7900 | Profit before tax | 930,016 | 17 | 887,714 | 17 |
| 7950 | Less: Tax expense (Note (6)(o)) | 124,156 | 2 | 116,455 | 2 |
| Profit | 805,860 | 15 | 771,259 | 15 | |
| Other comprehensive income (loss): | |||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Gains on remeasurements of defined benefit plans | 6,224 | - | 22,722 | - |
| 8316 | Unrealized (losses) gains from investments in equity instruments measured at fair value through other comprehensive income | (8,595) | - | 11,152 | - |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 63,491 | 1 | (55,639) | (1) |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (842) | - | 6,097 | - |
| Total items that will not be reclassified subsequently to profit and loss | 61,962 | 1 | (27,862) | (1) | |
| 8360 | Items that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | (40,050) | (1) | 130,904 | 2 |
| 8380 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | (898) | - | 6,749 | - |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | (8,010) | - | 26,181 | - |
| Total items that will be reclassified subsequently to profit and loss | (32,938) | (1) | 111,472 | 2 | |
| Other comprehensive income, net | 29,024 | - | 83,610 | 1 | |
| 8500 | Total comprehensive income for the year | $ 834,884 | 15 | 854,869 | 16 |
| Earnings per share (Note (6)(q)) | |||||
| 9750 | Basic earnings per share (NT dollars) | $ | 4.70 | 4.50 | |
| 9850 | Diluted earnings per share (NT dollars) | $ | 4.68 | 4.48 |
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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Balance as of January 1, 2024
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of retained earnings:
- Legal reserve appropriated
- Cash dividends of ordinary share
- Stock dividends of ordinary share
Changes in equity of associates and joint ventures accounted for using equity method
Changes in ownership interests in subsidiaries
Total increase (decrease) in equity
Balance as of December 31, 2024
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of retained earnings:
- Legal reserve appropriated
- Cash dividends of ordinary share
- Stock dividends of ordinary share
Changes in equity of associates and joint ventures accounted for using equity method
Changes in ownership interests in subsidiaries
Balance as of December 31, 2025
| Share capital | Retained earnings | Total other equity interest | ||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total equity | |
| $ 1,556,167 | 3,287,576 | 974,960 | - | 2,527,642 | (122,201) | 388,865 | 8,613,009 | |
| - | - | - | - | 771,259 | - | - | 771,259 | |
| - | - | - | - | 16,786 | 111,472 | (44,648) | 83,610 | |
| - | - | - | - | 788,045 | 111,472 | (44,648) | 854,869 | |
| - | - | 77,322 | - | (77,322) | - | - | - | |
| - | - | - | - | (591,344) | - | - | (591,344) | |
| 77,808 | - | - | - | (77,808) | - | - | - | |
| - | 339 | - | - | - | - | - | 339 | |
| - | 94,873 | - | - | (1,505) | - | - | 93,368 | |
| 77,808 | 95,212 | 77,322 | - | (747,979) | - | - | (497,637) | |
| 1,633,975 | 3,382,788 | 1,052,282 | - | 2,567,708 | (10,729) | 344,217 | 8,970,241 | |
| - | - | - | - | 805,860 | - | - | 805,860 | |
| - | - | - | - | 6,501 | (32,938) | 55,461 | 29,024 | |
| - | - | - | - | 812,361 | (32,938) | 55,461 | 834,884 | |
| - | - | 78,654 | - | (78,654) | - | - | - | |
| - | - | - | - | (620,910) | - | - | (620,910) | |
| 81,699 | - | - | - | (81,699) | - | - | - | |
| - | 7,976 | - | - | (686) | - | (40) | 7,250 | |
| - | 69 | - | - | 11,779 | - | (11,026) | 822 | |
| $ 1,715,674 | 3,390,833 | 1,130,936 | - | 2,609,899 | (43,667) | 388,612 | 9,192,287 |
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(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Profit before tax | $ 930,016 | 887,714 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 49,543 | 40,296 |
| Amortization expense | 3,484 | 2,861 |
| Expected credit loss (gain) | 2,144 | (1,339) |
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | 1,865 | (1,855) |
| Interest expense | 5,152 | 5,562 |
| Interest income | (2,446) | (2,760) |
| Dividend income | (2,995) | (2,424) |
| Share of profit of associates and joint ventures accounted for using equity method | (615,257) | (520,525) |
| Unrealized profit from sales | 90,424 | 90,924 |
| Realized profit from sales | (88,687) | (95,065) |
| Gain from lease modification | - | (60) |
| Others | 64 | - |
| Total adjustments to reconcile profit | (556,709) | (484,385) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Notes receivable | 12,097 | 15,376 |
| Accounts receivable | (7,470) | 8,148 |
| (Increase) decrease in accounts receivable due from related parties | (24,777) | 47,074 |
| Inventories | (6,219) | (235,949) |
| Net defined benefit asset | (1,944) | (1,338) |
| Other current assets | (12,420) | (4,311) |
| Total changes in operating assets | (40,733) | (171,000) |
| Changes in operating liabilities: | ||
| Accounts payable | 75,676 | (14,224) |
| Other payables | 1,987 | (9,793) |
| Other current liabilities | (6,624) | 8,965 |
| Total changes in operating liabilities | 71,039 | (15,052) |
| Total changes in operating assets and liabilities | 30,306 | (186,052) |
| Total adjustments | (526,403) | (670,437) |
| Cash inflow generated from operations | 403,613 | 217,277 |
| Interest received | 2,422 | 2,741 |
| Income taxes paid | (105,012) | (133,159) |
| Net cash flows from operating activities | 301,023 | 86,859 |
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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | - | (2,387) |
| Acquisition of financial assets at fair value through profit or loss | (1,748) | - |
| Proceeds from disposal of financial assets at fair value through profit or loss | - | 1,737 |
| Acquisition of investments accounted for using equity method | (18) | (14) |
| Net cash flow from disposal of subsidiaries | - | 159,043 |
| Acquisition of property, plant and equipment | (4,011) | (3,909) |
| Increase in refundable deposits | 503 | (238) |
| Acquisition of intangible assets | (1,606) | (793) |
| Increase in other non-current assets | (28,593) | (5,513) |
| Dividends received | 332,054 | 467,082 |
| Net cash flows from investing activities | 296,581 | 615,008 |
| Cash flows from financing activities: | ||
| Decrease in short-term borrowings | 150,000 | (50,000) |
| Payment of lease liabilities | (4,167) | (4,151) |
| Cash dividends paid | (620,910) | (591,344) |
| Interest paid | (5,128) | (5,418) |
| Net cash flows used in financing activities | (480,205) | (650,913) |
| Net increase in cash and cash equivalents | 117,399 | 50,954 |
| Cash and cash equivalents at beginning of period | 456,706 | 405,752 |
| Cash and cash equivalents at end of period | $ 574,105 | 456,706 |
- 43 -
Independent Auditors' Report
To the Board of Directors of Excelsior Medical Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Excelsior Medical Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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. Based on our judgment, the key audit matter that should be disclosed in this report is as follows:
- Impairment Assessment on Receivables
Please refer to Note (4)(g), Note(5) and Note(6)(e) for accounting policies of account receivable allowance provision.
- 44 -
Description of key audit matter:
The management of the Group performed its assessment based on the default risk of accounts receivable and the rate of expected loss. Because the assessment of impairment loss of receivables involves critical accounting estimates, which are subject to the judgment of the management, the assessment of the impairment loss of receivables is deemed to be a key audit matter.
How the matter was addressed in our audit:
Our main audit procedures in response to the assessment of the impairment of receivables were assessing the reasonableness of the methodology and assumptions used by the management for the impairment assessment of receivables and whether the methodology was adopted consistently, testing the reasonableness of the information used by the management for assessing the impairment of receivables, reviewing the accuracy of the calculation of the allowance for receivables, and evaluating the adequacy of the Group’s disclosure for impairment of receivables.
Other Matter
We did not audit the financial statements of certain subsidiaries included in the consolidated financial statements of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such subsidiaries, is based solely on the report of other auditors. As of December 31, 2025 and 2024, the total assets of these subsidiaries were NT$675,901 thousand and NT$517,772 thousand, constituting 4% and 3% of consolidated total assets, respectively. The total operating revenues of these subsidiaries for the year ended December 31, 2025 and 2024 were NT$522,482 thousand and NT$420,928 thousand, constituting 6% and 5% of consolidated total operating revenues, respectively. We also did not audit the financial statements of certain associates and joint ventures, which represented investment in other entities accounted for using the equity method of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such entities, is based solely on the reports of other auditors. As of December 31, 2025 and 2024, the carrying amounts of these investments were NT$1,388,843 thousand and NT$1,374,651 thousand, constituting 7% and 7% of consolidated total assets, respectively. The share of comprehensive income of associates and joint ventures accounted for using the equity method for the years ended December 31, 2025 and 2024, amounted to NT$192,952 thousand and NT$161,038 thousand, were constituting 17% and 15% of consolidated total comprehensive income, respectively.
Excelsior Medical Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with an Other Matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, 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.
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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.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditor's 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 and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
-
46 -
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period 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 audit resulting in this independent auditors' report are Kuo, Rou-Lan and Chen, Chun-Kuang.
KPMG
Taipei, Taiwan (Republic of China)
March 6, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.
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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| ASSETS | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (Note (6)(a)) | $ 2,847,128 | 15 | 4,189,204 | 21 |
| 1110 | Current financial assets at fair value through profit or loss (Note (6)(b)) | - | - | 117 | - |
| 1136 | Current financial assets at amortized cost (Note (6)(d)) | 612,160 | 3 | 757,571 | 4 |
| 1151 | Notes receivable (Notes (6)(c), (7) and (8)) | 188,111 | 1 | 219,939 | 1 |
| 1152 | Other notes receivable (Notes (6)(e), (7) and (8)) | 213,167 | 1 | 236,916 | 1 |
| 1170 | Accounts receivable (Notes (6)(e) and (7)) | 1,769,796 | 10 | 1,725,993 | 8 |
| 1200 | Other receivables (Notes (6)(e) and (7)) | 3,036,901 | 16 | 3,424,143 | 17 |
| 130X | Inventories (Note (6)(f)) | 1,391,669 | 8 | 1,392,801 | 7 |
| 1476 | Other current financial assets (Note (8)) | 75,185 | - | 101,248 | - |
| 1479 | Other current assets, others | 232,175 | 1 | 173,008 | 1 |
| 10,366,292 | 55 | 12,220,940 | 60 | ||
| Non-current assets: | |||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Note (6)(c)) | 881,474 | 5 | 655,910 | 3 |
| 1550 | Investments accounted for using equity method (Note (6)(g)) | 4,216,105 | 22 | 4,043,825 | 20 |
| 1600 | Property, plant and equipment (Notes (6)(i) and (8)) | 756,005 | 4 | 795,597 | 4 |
| 1755 | Right-of-use assets (Note (6)(j)) | 272,114 | 1 | 325,619 | 2 |
| 1760 | Investment property, net (Notes (6)(k) and (8)) | 1,598,242 | 8 | 1,610,545 | 8 |
| 1780 | Intangible assets (Note (6)(l)) | 46,757 | - | 47,124 | - |
| 1840 | Deferred tax assets (Note (6)(o)) | 115,355 | 1 | 108,561 | 1 |
| 1930 | Long-term notes and accounts receivable (Note (6)(e)) | 333,936 | 2 | 283,334 | 1 |
| 1975 | Net defined benefit asset (Note (6)(r)) | 62,527 | - | 53,951 | - |
| 1980 | Other non-current financial assets (Note (8)) | 316,480 | 2 | 207,699 | 1 |
| 1990 | Other non-current assets, others | 11,910 | - | 14,896 | - |
| 8,610,905 | 45 | 8,147,061 | 40 | ||
TOTAL ASSETS
| $ | 18,977,197 | 100 | 26,368,001 | 100 |
|---|---|---|---|---|
LIABILITIES AND EQUITY
| 2100 | Short-term borrowings (Note (6)(m)) |
|---|---|
| 2130 | Current contract liabilities |
| 2150 | Notes payable |
| 2170 | Accounts payable (Note (7)) |
| 2200 | Other payables (Notes (6)(n) and (7)) |
| 2230 | Current tax liabilities |
| 2280 | Current lease liabilities (Notes (6)(p) and (7)) |
| 2399 | Other current liabilities, others (Notes (6)(o) and (7)) |
Non-Current liabilities:
| 2540 | Long-term borrowings (Note (6)(m)) |
|---|---|
| 2570 | Deferred tax liabilities (Note (6)(s)) |
| 2580 | Non-current lease liabilities (Notes (6)(p) and (7)) |
| 2640 | Net defined benefit liability (Note (6)(r)) |
| 2650 | Credit balance of investments accounted for using equity method (Note (6)(g)) |
| 2670 | Other non-current liabilities, others |
Total liabilities
| 350,000 | 2 | - | - |
|---|---|---|---|
| 369,847 | 2 | 322,486 | 1 |
| 320,279 | 2 | 377,827 | 2 |
| 5,020 | - | 4,368 | - |
| - | - | 2,675 | - |
| 15,441 | - | 14,631 | - |
| 1,060,587 | 6 | 721,987 | 3 |
| 7,252,590 | 38 | 9,010,648 | 44 |
Equity attributable to owners of parent (Note (6)(t)):
| 3100 | Share capital |
|---|---|
| 3200 | Capital surplus |
| 3300 | Retained earnings |
| 3400 | Other equity |
| Total equity attributable to owners of parent | |
| 36XX | Non-controlling interests (Notes (6)(h) and (t)) |
Total equity
TOTAL LIABILITIES AND EQUITY
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| $ 1,343,221 | 7 | 917,531 | 4 |
| 572,217 | 3 | 543,595 | 3 |
| 6,367 | - | 1,931 | - |
| 1,139,987 | 6 | 977,039 | 5 |
| 2,596,329 | 14 | 5,307,269 | 26 |
| 108,869 | - | 101,220 | - |
| 140,406 | 1 | 128,343 | 1 |
| 284,607 | 1 | 311,733 | 2 |
| 6,192,003 | 32 | 8,288,661 | 41 |
| 350,000 | 2 | - | - |
| --- | --- | --- | --- |
| 369,847 | 2 | 322,486 | 1 |
| 320,279 | 2 | 377,827 | 2 |
| 5,020 | - | 4,368 | - |
| - | - | 2,675 | - |
| 15,441 | - | 14,631 | - |
| 1,060,587 | 6 | 721,987 | 3 |
| 7,252,590 | 38 | 9,010,648 | 44 |
| 1,715,674 | 9 | 1,633,975 | 8 |
| --- | --- | --- | --- |
| 3,390,833 | 18 | 3,382,788 | 16 |
| 3,740,833 | 20 | 3,619,990 | 18 |
| 344,945 | 2 | 333,488 | 2 |
| 9,192,287 | 49 | 8,970,241 | 44 |
| 2,532,320 | 13 | 2,387,112 | 12 |
| 11,724,607 | 62 | 11,357,353 | 56 |
$ 18,977,197 100 26,368,001 100
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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)
| For the Years Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes (6)(v) and (7)) | $ 8,789,236 | 100 | 8,538,546 | 100 |
| 5000 | Operating costs (Notes (6)(f) and (7)) | 6,914,865 | 79 | 6,757,223 | 79 |
| Gross profit from operations | 1,874,371 | 21 | 1,781,323 | 21 | |
| 5910 | Less: Unrealized profit from sales | 90,424 | 1 | 90,924 | 1 |
| 5920 | Add: Realized profit from sales | 88,687 | 1 | 95,065 | 1 |
| 1,872,634 | 21 | 1,785,464 | 21 | ||
| Operating expenses: | |||||
| 6100 | Selling expenses (Note (7)) | 762,001 | 9 | 660,339 | 8 |
| 6200 | Administrative expenses (Note (7)) | 386,956 | 4 | 371,317 | 4 |
| 6450 | Expected credit loss (gain) (Note (6)(e)) | (3,862) | - | 492 | - |
| 1,145,095 | 13 | 1,032,148 | 12 | ||
| Net operating income | 727,539 | 8 | 753,316 | 9 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Note (6)(x)) | 75,581 | 1 | 76,736 | 1 |
| 7010 | Other income (Notes (6)(x) and (7)) | 13,481 | - | 22,346 | - |
| 7020 | Other gains and losses (Notes (6)(x) and (7)) | (1,193) | - | 25,887 | - |
| 7050 | Finance costs (Notes (6)(x) and (7)) | (34,918) | - | (27,116) | - |
| 7060 | Share of profit of associates and joint ventures accounted for using equity method(Note (6)(g)) | 401,417 | 4 | 323,193 | 3 |
| 454,368 | 5 | 421,046 | 4 | ||
| 7900 | Profit before tax | 1,181,907 | 13 | 1,174,362 | 13 |
| 7950 | Less: Tax expense (Note (6)(x)) | 216,300 | 2 | 203,307 | 2 |
| Profit | 965,607 | 11 | 971,055 | 11 | |
| Other comprehensive income (loss): | |||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Gains on remeasurements of defined benefit plans | 6,053 | - | 28,975 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 273,731 | 3 | (74,901) | (1) |
| 8320 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | (18,555) | - | 11,461 | - |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 55,614 | 1 | 69,578 | - |
| Total items that will not be reclassified subsequently to profit and loss | 205,615 | 2 | (104,043) | (1) | |
| 8360 | Items that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | (117,968) | (1) | 296,219 | 3 |
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 51,748 | - | (72,209) | (1) |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | (8,671) | - | 30,695 | - |
| Total items that will be reclassified subsequently to profit and loss | (57,549) | (1) | 193,315 | 2 | |
| Other comprehensive income, net | 148,066 | 1 | 89,272 | 1 | |
| 8500 | Total comprehensive income | $ 1,113,673 | 12 | 1,060,327 | 12 |
| Profit attributable to: | |||||
| 8610 | Owners of parent | $ 805,860 | 9 | 771,259 | 9 |
| 8620 | Non-controlling interests | 159,747 | 2 | 199,796 | 2 |
| $ 965,607 | 11 | 971,055 | 11 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 834,884 | 9 | 854,869 | 10 |
| 8720 | Non-controlling interests | 278,789 | 3 | 205,458 | 2 |
| $ 1,113,673 | 12 | 1,060,327 | 12 | ||
| Earnings per share (Note (6)(u)) | |||||
| 9750 | Basic earnings per share (NT dollars) | $ | 4.70 | 4.50 | |
| 9850 | Diluted earnings per share (NT dollars) | $ | 4.68 | 4.48 |
(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Equity attributable to owners of parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Total other equity interest | ||||||||
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Equity attributable to owners of parent | Non-controlling interests | Total equity | |
| Balance as of January 1, 2024 | $ 1,556,167 | 3,287,576 | 974,960 | - | 2,527,642 | (122,201) | 388,865 | 8,613,009 | 2,299,950 | 10,912,959 |
| Profit for the year | - | - | - | - | 771,259 | - | - | 771,259 | 199,796 | 971,055 |
| Other comprehensive income (loss) for the year | - | - | - | - | 16,786 | 111,472 | (44,648) | 83,610 | 5,662 | 89,272 |
| Total comprehensive income (loss) for the year | - | - | - | - | 788,045 | 111,472 | (44,648) | 854,869 | 205,458 | 1,060,327 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 77,322 | - | (77,322) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (591,344) | - | - | (591,344) | - | (591,344) |
| Stock dividends of ordinary share | 77,808 | - | - | - | (77,808) | - | - | - | - | - |
| Changes in ownership interests in subsidiaries | - | 94,873 | - | - | (1,505) | - | - | 93,368 | 64,213 | 157,581 |
| Difference between consideration and carry amounts of the subsidiaries acquired or disposed | - | 339 | - | - | - | - | - | 339 | - | 339 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | (182,509) | (182,509) |
| Balance as of December 31, 2024 | 1,633,975 | 3,382,788 | 1,052,282 | - | 2,567,708 | (10,729) | 344,217 | 8,970,241 | 2,387,112 | 11,357,353 |
| Profit for the year | - | - | - | - | 805,860 | - | - | 805,860 | 159,747 | 965,607 |
| Other comprehensive income (loss) for the year | - | - | - | - | 6,501 | (32,938) | 55,461 | 29,024 | 119,042 | 148,066 |
| Total comprehensive income (loss) for the year | - | - | - | - | 812,361 | (32,938) | 55,461 | 834,884 | 278,789 | 1,113,673 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 78,654 | - | (78,654) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (620,910) | - | - | (620,910) | - | (620,910) |
| Stock dividends of ordinary share | 81,699 | - | - | - | (81,699) | - | - | - | - | - |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 7,976 | - | - | (686) | - | (40) | 7,250 | - | 7,250 |
| Changes in ownership interests in subsidiaries | - | - | - | - | 11,026 | - | (11,026) | - | - | - |
| Changes in non-controlling interests | - | 69 | - | - | 753 | - | - | 822 | (133,581) | (132,759) |
| Balance at December 31, 2025 | $ 1,715,674 | 3,390,833 | 1,130,936 | - | 2,609,899 | (43,667) | 388,612 | 9,192,287 | 2,532,320 | 11,724,607 |
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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Profit before tax | $ 1,181,907 | 1,174,362 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 306,050 | 294,976 |
| Amortization expense | 7,633 | 5,856 |
| Expected credit (gain) loss | (3,862) | 492 |
| Net loss on financial assets or liabilities at fair value through profit or loss | 1,865 | (1,855) |
| Interest expense | 34,918 | 27,116 |
| Interest income | (75,581) | (76,736) |
| Dividend income | (9,371) | (16,821) |
| Share of profit of associates and joint ventures accounted for using equity method | (401,417) | (323,193) |
| Gain on disposal of property, plan and equipment | - | (764) |
| Unrealized profit from sales | 90,424 | 90,924 |
| Realized profit from sales | (88,687) | (95,065) |
| Profit from lease modification | (36) | (4,121) |
| Total adjustments to reconcile profit | (138,064) | (99,191) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Notes receivable | 29,706 | 85,132 |
| Accounts receivable | 4,631 | (67,750) |
| Other receivables and notes | 407,845 | 199,157 |
| Inventories | (88,467) | (264,071) |
| Net defined benefit asset | (8,576) | (24,618) |
| Other current assets | (90,181) | (40,766) |
| Total changes in operating assets | 254,958 | (112,916) |
| Changes in operating liabilities: | ||
| Contract liabilities | 28,622 | (15,571) |
| Notes payable | 4,436 | 134 |
| Accounts payable | 162,948 | 4,110 |
| Other payables | (2,711,336) | 1,661,961 |
| Other current liabilities | (27,126) | (20,023) |
| Net defined benefit liability | 8,359 | 25,843 |
| Other operating liabilities | 2,445 | 821 |
| Total changes in operating liabilities | (2,531,652) | 1,657,275 |
| Total changes in operating assets and liabilities | (2,276,694) | 1,544,359 |
| Total adjustments | (2,414,758) | 1,445,168 |
| Cash (outflow) inflow generated from operations | (1,232,851) | 2,619,530 |
| Interest received | 73,798 | 80,346 |
| Income taxes paid | (204,577) | (228,431) |
| Net cash flows (used in) from operating activities | (1,363,630) | 2,471,445 |
- 51 -
(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
EXCELSIOR MEDICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (855) | (2,387) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 48,930 | - |
| Acquisition of financial assets at amortized cost | (513,467) | (592,789) |
| Proceeds from disposal of financial assets at amortized cost | 655,353 | 612,075 |
| Acquisition of financial assets at fair value through profit or loss | (3,421) | 1,738 |
| Proceeds from disposal of financial assets at fair value through profit or loss | 1,673 | - |
| Acquisition of investments accounted for using equity method | (8,000) | - |
| Proceeds from disposal of investments accounted for using equity method | - | 11,701 |
| Acquisition of property, plant and equipment | (77,787) | (114,866) |
| Proceeds from disposal of property, plant and equipment | - | 1,027 |
| Increase in refundable deposits | (109,747) | 11,807 |
| Acquisition of intangible assets | (5,251) | (5,828) |
| Acquisition of investment properties | - | (249,160) |
| Other financial assets | 27,029 | (76,734) |
| Other non-current assets | 1,322 | 12,140 |
| Dividends received | 209,113 | 325,709 |
| Net cash flows from (used in) investing activities | 224,892 | (65,567) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term borrowings | 425,690 | (217,356) |
| Proceeds from long-term borrowings | 350,000 | - |
| (Decrease) increase in guarantee deposits received | (1,635) | 6,963 |
| Payment of lease liabilities | (137,284) | (101,269) |
| Cash dividends paid | (620,910) | (591,344) |
| Disposal of ownership interests in subsidiaries (without losing control) | - | 159,086 |
| Interest paid | (31,334) | (29,527) |
| Change in non-controlling interests | (133,511) | (182,509) |
| Net cash flows used in financing activities | (148,984) | (955,956) |
| Effect of exchange rate changes on cash and cash equivalents | (54,354) | 124,496 |
| Net (decrease) increase in cash and cash equivalents | (1,342,076) | 1,574,418 |
| Cash and cash equivalents at beginning of period | 4,189,204 | 2,614,786 |
| Cash and cash equivalents at end of period | $ 2,847,128 | 4,189,204 |
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Attachment 6: List of Release of the prohibition on directors from participation in competitive businesses.
Excelsior Medical Co., Ltd.
List of Release of the prohibition on directors from participation in competitive businesses
| Title and Name | Company Name and Concurrent Position |
|---|---|
| Excelsior Group Holdings Co., Ltd. Representative : Chen Tun-Ling | Nephrologist of Pingtung Tungkang Hsingjen Clinic |
| Excelsior Group Holdings Co., Ltd. Representative : Chang Hsien-Cheng | Supervisor of Excelsior Asset Management CO., LTD. Director of Excelsior Health Foundation |
| Chang Ming-Cheng | Director of Excelsior Asset Management CO., LTD. |
| Fu Jo-Hsuan | Chairman of Excelsior Beauty Co., Ltd. |
| Kuo Ming-Yi | Director of KGI Bank Co., Ltd. |
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Attachment 7: Amending part of the articles of the Company’s “Articles of Incorporation”
| Amended Article | After Amendment | Before Amendment | Reason for amendment |
|---|---|---|---|
| Article 6 | The Company’s total capital is two billion five hundred million NT dollars, which is divided into two hundred fifty million shares with a par value of ten NT dollars per share. For the unissued shares, the Board of Directors is authorized to issue them in installments as required by business needs. Out of the preceding total capital, one hundred million NT dollars is reserved for exercise of the warrants covering employee stock option warrants, corporate bonds with warrants and preferred shares with warrants, which may be issued in installments. |
Employees that are eligible to subscribe for share subscription warrant, restricted employee shares, new shares or buy back shares in accordance with the law for employees may include employees of parents or subsidiaries of the company meeting certain specific requirements. | The Company’s total capital is two billion NT dollars, which is divided into two hundred million shares with a par value of ten NT dollars per share. For the unissued shares, the Board of Directors is authorized to issue them in installments as required by business needs. Out of the preceding total capital, one hundred million NT dollars is reserved for exercise of the warrants covering employee stock option warrants, corporate bonds with warrants and preferred shares with warrants, which may be issued in installments. | Revised in line with the Company’s operational needs. |
| Article 28 | The Articles of Incorporation was instituted on January 27, 1988
1st revision was made on June 28, 1988
(Details omitted, the same.)
37rd revision was made on June 21, 2022
38rd revision was made on June 26, 2025
39rd revision was made on June 25, 2026 | The Articles of Incorporation was instituted on January 27, 1988
1st revision was made on June 28, 1988
(Details omitted, the same.)
37rd revision was made on June 21, 2022
38rd revision was made on June 26, 2025 | |
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Attachment 8: Amending part of the articles of the Company’s “Operational Procedures for Acquisition or Disposal of Assets”
| Amended Article | After Amendment | Before Amendment | Reason for amendment |
|---|---|---|---|
| Article 4 | The procedure to disclose the information on acquisition or disposal of the assets defined by the Operational Procedures is as follows: | ||
| 1. Items required to be publicly announced and reported, and the public announcement and reporting standards. |
(Paragraph 1 (1) – (3) omitted)
(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
C. For a public company whose paid-in capital is NT$50 billion or more, the transaction amount reaches 5 percent or more of paid-in capital.
(Paragraph 1 (5) – (6) omitted)
(7) In the case of a public company with paid-in capital reaching NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under | The procedure to disclose the information on acquisition or disposal of the assets defined by the Operational Procedures is as follows:
1. Items required to be publicly announced and reported, and the public announcement and reporting standards.
(Paragraph 1 (1) – (3) omitted)
(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion, the transaction amount reaches NT$1 billion or more.
(Paragraph 1 (5) – (6) omitted)
(7) Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: | Modified with the Act. |
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| Amended Article | After Amendment | Before Amendment | Reason for amendment |
|---|---|---|---|
| any of the circumstances listed in the proviso of subparagraph 8, and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital. |
(8) Where an asset transaction other than any of those referred to in the preceding seven subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
(Item (8) A-C omitted)
(9) As used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The amount of transactions above shall be calculated as follows:
A. The amount of any individual transaction.
B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
C. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
D. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
(10) For the calculation of 10 percent | (Item (7) A-C omitted)
(8) As used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The amount of transactions above shall be calculated as follows:
A. The amount of any individual transaction.
B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
C. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
D. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
(9) For the calculation of 10 percent of total assets under these Regulations, the total assets | |
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| Amended Article | After Amendment | Before Amendment | Reason for amendment |
|---|---|---|---|
| of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. |
(11) In the case of a company whose shares have no par value or a par value other than NT$10 Xfor the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for the calculation of transaction amounts of 5 percent of paid-in capital under these Regulations, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$50 billion, NT$100 billion of equity attributable to owners of the parent shall be substituted. | stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
(10) In the case of a company whose shares have no par value or a par value other than NT$10 Xfor the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted. | |
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Attachment 9: Amending part of the articles of the Company’s “Rules of Procedure for Shareholders’ Meetings”
| Amended Article | After Amendment | Before Amendment | Reason for amendment |
|---|---|---|---|
| Article 3 | (Paragraph 1 – 3 omitted) | ||
| The Company shall prepare the shareholders’ meeting notification letter, letter of proxy and the subjects of various motions, such as adoption case, discussion cases and director election or dismissal, the explanation data, as well as the shareholders’ meeting agenda handbook and meeting supplementary materials, in electronic format and transmit them to the Market Observation Post System at least 30 days before a regular shareholders’ meeting or 15 days before a special shareholders’ meeting. The Company shall prepare the agenda handbook and the supplementary materials for the shareholders’ meeting at least 15 days prior to the shareholders’ meeting for requesting by shareholders, displayed at the Company and its stock affairs service agency’s place. | |||
| (The remainder is omitted) | (Paragraph 1 – 3 omitted) | ||
| The Company shall prepare the shareholders’ meeting notification letter, letter of proxy and the subjects of various motions, such as adoption case, discussion cases and director election or dismissal, as well as the explanation data, in electronic format and transmit them to the Market Observation Post System at least 30 days before a regular shareholders’ meeting or 15 days before a special shareholders’ meeting. At the same time, the shareholders’ meeting agenda handbook and meeting supplementary materials shall be prepared in electronic format and transmitted to the Market Observation Post System at least 21 days prior to a regular shareholders’ meeting or at least 15 days prior to a special shareholders’ meeting. If, however, The Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. The agenda handbook and the supplementary materials for the shareholders’ meeting in question shall be prepared at least 15 days prior to the shareholders’ meeting for requesting by shareholders, displayed at the Company and its stock affairs service agency’s place. | |||
| (The remainder is omitted) | Modified with the Act. | ||
| Article 13 | (Paragraph 1 – 6 omitted) | ||
| Ballot examiners and ballot counters shall be designated by the chairperson, in which the ballot examiners shall be shareholders. | (Paragraph 1 – 6 omitted) | ||
| Ballot examiners and ballot counters shall be designated by the chairperson, in which the ballot examiners shall be shareholders. |
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| Amended Article | After Amendment | Before Amendment | Reason for amendment |
|---|---|---|---|
| Where the shareholders’ meeting involves an agenda item for the election of directors and the number of candidates exceeds the number of seats to be filled, a proposal for the dismissal of directors, or any proposal prescribed under Article 185 or 316 of the Company Act, or Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, the chairperson may appoint a lawyer, certified public accountant, or notary public as ballot examiner, and the restriction on shareholder status set forth in the preceding paragraph shall not apply. |
The person appointed by the chairperson under the preceding paragraph shall not be responsible for matters relating to voting procedures, nor shall such person be a director, managerial officer, or employee of the company or its subsidiaries and affiliates.
Ballot examiners shall supervise the voting and vote-counting procedures and shall sign the tabulation of election results.
Where ballot examiners are appointed pursuant to Paragraph 8, the minutes of the shareholders’ meeting shall state the names and titles of the ballot examiners.
Ballot calculation for a shareholders’ meeting’s resolution or election motion shall be publicly conducted on the site where the shareholders’ meeting is held, and the voting results, including the statistical weighted voting shares, shall be announced on the spot and recorded in the meeting minutes accordingly. When the Company convenes a virtual-only shareholders meeting, after the chairperson declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual-only meeting platform before the chairperson announces the voting session ends or will be deemed abstained from voting. In the event of a virtual-only shareholders meeting, votes | Ballot calculation for a shareholders’ meeting’s resolution or election motion shall be publicly conducted on the site where the shareholders’ meeting is held, and the voting results, including the statistical weighted voting shares, shall be announced on the spot and recorded in the meeting minutes accordingly. When the Company convenes a virtual-only shareholders meeting, after the chairperson declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual-only meeting platform before the chairperson announces the voting session ends or will be deemed abstained from voting. In the event of a virtual-only shareholders meeting, votes shall be counted at once after the chairperson | |
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| Amended Article | After Amendment | Before Amendment | Reason for amendment |
|---|---|---|---|
| shall be counted at once after the chairperson announces the voting session ends, and results of votes and elections shall be announced immediately. | announces the voting session ends, and results of votes and elections shall be announced immediately. |
(The remainder is omitted) | |
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Attachment 10 : The Impact of Stock Dividend Issuance on Business Performance, EPS and Shareholders Return Rate
| Description | 2026(forecast) | ||
|---|---|---|---|
| Opening paid-in capital | NT$1,715,674,560 | ||
| Status of current year dividend distribution (Note 1) | Cash dividend per share (note 2) | NT$4.30 | |
| Per-share stock dividend from capital increase by earnings recapitalization | 0 shares | ||
| Per-share stock dividend from capital increase by capital surplus | 0 shares | ||
| Change in business performance | Profit from operations | N/A (Note 3) | |
| Increase (decrease) ratio of profit from operations from the same period of the previous year | N/A (Note 3) | ||
| Net profit after tax | N/A (Note 3) | ||
| Increase (decrease) ratio of net profit after tax from the same period of the previous year | N/A (Note 3) | ||
| EPS (retroactive adjustment) | N/A (Note 3) | ||
| Increase (decrease) ratio of EPS from the same period of the previous year. | N/A (Note 3) | ||
| Annual average ROI (annual average P/E ratio) | N/A (Note 3) | ||
| Pro forma EPS and P/E | If the capital increase by earnings recapitalization is totally distributed as the cash dividend | Pro forma EPS | N/A (Note 3) |
| Pro forma annual average ROI | N/A (Note 3) | ||
| If the capital increase by capital surplus is not processed | Pro forma EPS | N/A (Note 3) | |
| Pro forma annual average ROI | N/A (Note 3) | ||
| If the capital surplus is not processed, and the capital increase by earnings recapitalization is distributed as the cash dividend | Pro forma EPS | N/A (Note 3) | |
| Pro forma annual average ROI | N/A (Note 3) |
Note 1: As adopted by the Company’s Board of Directors on March 6, 2026.
Note 2: In case of any change in the per-share cash dividend as a result of the fact that any holder of the convertible corporate bond issued by the Company applies for conversion or repurchase of the Company’s shares, or the treasury stock is transferred or deleted, or carries out a cash capital increase, which further affects the number of the Company’s outstanding shares, Chairperson shall be authorized to adjust the shareholder’s cash dividend rate according to the distribution amount adopted for this proposal and the number of the Company’s actual outstanding shares.
Note 3: According to the “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company is not required to release its 2026 financial forecast, so such information is not available.
Attachment 11 : The Shareholding situation of Directors
- Shares required to be held by the Company’s current directors and supervisors are as follows:
The Company’s common stock shares 188,367,456 shares
The ratio of the shares required to be held by the entire body of directors (note) 7.5%
The shares required to be held by the entire body of directors (note) 14,127,559 shares
Note: According to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the amount of the total registered shares held by the entire body of directors and supervisors shall not be less than the regulated ratio of the amount of the total shares issued by the Company. However, if the amount of the total shares held by the entire body of directors or supervisors is less than the amount of the maximum shares required by the previous rank, the total amount of the maximum shares of the previous rank shall prevail. Also, according to the preceding Rules of the same Article, the shares held by the independent directors elected by the Company shall not be included in the total amount referred to in the preceding paragraph. If the number of the elected independent directors is more than two, the ratio of the shares held by entire body of directors, excluding the independent directors, can be reduced to 80% of the shareholding ratio calculated according to the preceding paragraph. Furthermore, as Excelsior has established the audit committee that satisfies the requirements of the securities and Exchange Act, the minimum shareholding requirements for supervisors do not apply.
- The shares held by the Company’s directors and supervisors and their shareholding ratios are as below:
| Title | Name | As of April 27,2026 – the date suspending share ownership transfer | |
|---|---|---|---|
| Shares | Shareholding ratio | ||
| Director | Fu Hui-Tung | 613,231 | 0.33% |
| Director | Chang Ming-Cheng | 502,284 | 0.27% |
| Director | Hsieh Yen-Sheng | 836,620 | 0.44% |
| Director | Excelsior Group Holdings Co., Ltd. | ||
| Representatives: | |||
| Chen Tun-Ling, Chang Hsien-Cheng | 20,658,627 | 10.97% | |
| Director | Fu Jo-Hsuan | 121,550 | 0.06% |
| Independent director | Jhan Cian-Long | 0 | 0% |
| Independent director | Kuo Ming-Yi | 0 | 0% |
| Independent director | Huang Chung-Chen | 0 | 0% |
| Total shares held by directors and their total shareholding ratio | 22,732,312 | 12.07% |