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FCC — AGM Information 2026
May 18, 2026
51941_rns_2026-05-18_455f51a1-da48-450d-8ded-b29eab5b767b.pdf
AGM Information
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2026 Annual General Meeting of Shareholders
Stock code 2009
2026 Annual General Meeting of Shareholders
Table of Contents
Meeting Agenda ... (1)
Status Reports ... (2)
Approval Items ... (3)
Extraordinary Motions ... (4)
Appendices: The Articles of Incorporation of the Company. (15)
Rules of Procedure for Shareholders' Meetings of the Company ... (23)
Shareholdings of the Directors of the Company ... (26)
1
First Copper Technology Co., Ltd.
2026 Annual General Shareholders’ Meeting Agenda
Convening method: In-person
Time: June 24, 2026, 9:30 AM
Venue: No. 479, Yanhai 1st Road, Xiaogang District, Kaohsiung City
One. Call the Meeting to order
Two. Chairman’s Remarks
Three. Status Reports
(i) 2025 Business Report
(ii) Audit Committee’s review report for 2025 audited financial Statements
(iii) Report on the distributable compensation for employees and directors in 2025.
Four. Approval Items
(i) Adoption of the Company’s 2025 Business Report and Financial Statements.
(ii) Adoption of the Company’s 2025 Earnings Distribution Proposal.
Five. Extraordinary Motions
Six. Adjournment
2
Three. Status Reports
I. 2025 Business Report (Please refer to Page 5)
II. Audit committee’s review report for 2025 audited financial statements (Please refer to Page 6)
III. Report on the distributable compensation for employees and directors in 2025.
The company’s 2025 pre-tax profit before the distribution of employees’ compensation and directors’ remuneration amounted to NT$133,405,906. Approved by the Remuneration Committee and the Board of Directors, 3% of this amount, or NT$4,002,177, has been allocated as employees’ compensation (74.12% of this amount, i.e., NT$2,966,467, is allocated for frontline employees, representing 2.22% of pre-tax profit), and 0.5%, or NT$667,030, has been allocated as directors’ remuneration in accordance with Article 39 of the Articles of Incorporation. Both employees’ compensation and directors’ remuneration will be paid in cash, and the Chairman is fully authorized to handle all matters related to the distribution.
3
Four. Approval Items
Proposal 1 Proposed by the Board of the Company
Subject: To adopt the Company's 2025 Business Report and Financial Statements.
Explanation:
(i) The Company's 2025 individual financial statements were audited by CPA Chen Yung-Hsiang and CPA Su Yen-Ta from KPMG Taiwan. The financial statements and Business Report were then submitted to the Audit Committee for review and a review report was issued accordingly.
(ii) Please find the Company's 2025 Business Report (page 5), Audit Committee's Review Report (page 6), review report by CPAs and individual financial statements (Please refer to pages 7 to 13). The complete financial reports are available at the Market Observation Post System: https://mopsov.twse.com.tw/mops/web/index).
(iii) Submitted for acknowledgment.
Resolution:
Proposal 2 Proposed by the Board of the Company
Subject: To adopt the Company's 2025 Earnings Distribution Proposal.
Explanation:
(i) At the beginning of fiscal year 2025, the company's undistributed earnings amounted to NTD 98,981,153. After adding the net profit after tax for the year NTD 121,500,699 and accounting for the period's changes in the remeasurement of the defined benefit plan, as well as deducting the statutory earnings reserve in accordance with legal requirements, the total distributable earnings for the period amount to NTD 211,575,308. It is proposed to distribute cash dividends of NTD 0.4 per share, totaling NTD 143,848,866. After distribution, the remaining undistributed earnings at the end of the period will be NTD 67,726,442.
(ii) The Company's table of 2025 earnings distribution (page 14). After this earnings distribution proposal is submitted to the shareholders' meeting for approval, the Chairman of the Board of Directors shall be authorized to determine relevant matters such as the base date and payment date of the cash dividends.
(iii) Submitted for acknowledgment.
Resolution:
Five. Extemporary Motions:
Six. Adjournment
First Copper Technology Co., Ltd.
2025 Business Report
I. 2025 Business Report
The Company's main business in the year of 2025 was the manufacturing of various alloy copper sheets for domestic and export sales. The annual operating income was NT$2,905,229 thousand, the operating cost was NT$2,917,000 thousand, the operating expense was NT$63,500 thousand, the net operating loss was NT$75,271 thousand, the non-operating income was NT$204,008 thousand, the net profit before tax was NT$128,737 thousand, the income tax expense was NT$7,236 thousand, and the net income after tax was NT$121,501 thousand. Other comprehensive benefits in the current period were NT$2,600,224 thousand, and the total amount of comprehensive benefits in the current period was NT$2,721,725 thousand.
II. 2026 Business Plan Summary
(i) R&D of high-strength, high-softening resistance, and low internal stress semiconductor products to meet high-end product demands.
(ii) In view of the increasing demand for Al computing power, thick server heat sink products are a key development focus.
(iii) Develop new products and models for secondary processed stamped copper sheet products.
(iv) Diversify export markets to mitigate risks, expanding beyond Southeast Asia to India.
(v) Increase sales and service to Japanese customers and expand development of the Japanese market.
Chairman: Manager: Accounting Supervisor:
5
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, individual financial statements, and profit distribution proposal. The individual financial statements were audited by CPA Chen Yung-Hsiang and CPA Su Yen-Ta from KPMG Taiwan and the audit report was issued accordingly. The above-mentioned business report, individual financial statements and profit distribution proposal have been reviewed by the Audit Committee and found to have no inconsistencies. This report is to be submitted in accordance with the relevant provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Sincerely
2026 Shareholders’ Meeting
First Copper Technology Co., Ltd.
Convener of Audit Committee: Hu Lee-Ren
March 9, 2026
Independent Auditors' Report
To the Board of Directors of FIRST COPPER TECHNOLOGY CO., LTD.
Opinion
We have audited the financial statements of FIRST COPPER TECHNOLOGY CO., LTD.("the Company"), which comprise the balance sheets as of December 31, 2025 and 2024, the statements 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, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended December 31, 2025 and 2024 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 audit 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 Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the Company for the year ended December 31, 2025. 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. We have determined the matters described blew to be the key audit matters to be communicated in our report:
- Valuation of inventory
Please refer to Note 4(g) for significant accounting policies on inventories, Note 5 for significant accounting estimation, and assumptions uncertainty on inventory valuation, information regarding the inventory valuation is shown in Note 6(e) of the financial statements.
Description of key audit matter:
The Company's inventories are copper products which are measured at the lower of cost and net realizable value. Since the selling price is affected by copper price which fluctuates wildly, the valuation of inventory is one of the key areas our audit focused on.
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How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include assessing whether the valuation of inventories is in compliance with the accounting policy of the Company, obtaining information on the lower of cost and net realizable value of inventories and ageing statements prepared by management, performing reviews of estimated selling price on a sample basis to recent sales records and analyzing such data with respect to fluctuations in the international price of copper, and testing on a sample basis the correctness of the ageing statements of inventories, as well as evaluating the basis for management's estimation of the net realizable value of inventories and the reasonableness of the estimation.
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 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 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.
Auditors' 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standard 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.
As part of an audit in accordance with the Standard 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.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the 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 these financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 Yung-Hsiang, Chen and Yen-Ta, Su.
KPMG
Taipei, Taiwan (Republic of China)
March 9, 2026
Notes to Readers
The accompanying 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 financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying 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’ audit report and financial statements, the Chinese version shall prevail.
(English Translation of Financial Statements Originally Issued in Chinese)
FIRST COPPER TECHNOLOGY 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 | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 101,700 | 1 | 139,179 | 2 | 2100 | Short-term borrowings (note 6(k)) | $ 867,491 | 7 | 520,057 | 6 |
| 1172 | Accounts receivable (notes 6(c)(s)) | 270,565 | 2 | 233,061 | 3 | 2110 | Short-term notes and bills payable (note 6(k)(l)) | 599,712 | 5 | 906,564 | 10 |
| 1180 | Accounts receivable from related parties (notes 6(c)(s) and 7) | 3,040 | - | 1,636 | - | 2130 | Current contract liabilities (note 6(s)) | 141 | - | 14,773 | - |
| 1200 | Other receivables (notes 6(c)(d)) | 49,592 | - | 43,096 | - | 2150 | Notes payable (note 6(o)) | 4,308 | - | 2,897 | - |
| 1220 | Current tax assets | 111 | - | 96 | - | 2170 | Accounts payable | 78,005 | 1 | 64,360 | 1 |
| 130X | Inventories (note 6(e)) | 1,873,726 | 17 | 1,910,788 | 21 | 2200 | Other payables (note 6(o)) | 75,407 | 1 | 76,820 | 1 |
| 1470 | Other current assets (note 6(j)) | 24,177 | - | 15,821 | - | 2300 | Other current liabilities (notes 6(m)) | 17,764 | - | 26,893 | - |
| Total current assets | 2,322,911 | 20 | 2,343,677 | 26 | Total current liabilities | 1,642,828 | 14 | 1,612,364 | 18 | ||
| Non-current assets: | Non-Current liabilities: | ||||||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income(note 6(b)) | 7,998,423 | 69 | 5,401,803 | 60 | 2570 | Deferred tax liabilities (note 6(p)) | 268,480 | 2 | 267,178 | 3 |
| 1550 | Investments accounted for using equity method (note 6(f)) | 138 | - | 145 | - | Total non-current liabilities | 268,480 | 2 | 267,178 | 3 | |
| 1600 | Property, plant and equipment (notes 6(g)) | 1,040,910 | 9 | 1,040,128 | 12 | Total liabilities | 1,911,308 | 16 | 1,879,542 | 21 | |
| 1760 | Investment property, net (note 6(h)(n)) | 213,154 | 2 | 216,139 | 2 | 3110 | Equity (note 6(q)): | ||||
| 1780 | Intangible assets (note 6(i)) | 244 | - | 183 | - | 3300 | Ordinary share | 3,596,222 | 31 | 3,596,222 | 40 |
| 1840 | Deferred tax assets (note 6(p)) | 24,375 | - | 31,210 | - | 3310 | Retained earnings: | ||||
| 1915 | Prepayments for equipment | 9,023 | - | 9,023 | - | 3320 | Legal reserve | 88,401 | 1 | 61,996 | 1 |
| 1920 | Refundable deposits (note 6(d)) | 1,041 | - | 10 | - | 3350 | Special reserve | 262,845 | 2 | 262,845 | 3 |
| 1975 | Net defined benefit asset, non-current (note 6(o)) | 15,003 | - | 9,224 | - | Unappropriated retained earnings | 224,087 | 2 | 305,198 | 3 | |
| Total non-current assets | 9,302,311 | 80 | 6,707,865 | 74 | 3400 | Other equity | 575,333 | 5 | 630,039 | 7 | |
| Total equity | 5,542,359 | 48 | 2,945,739 | 32 | |||||||
| Total liabilities and equity | 9,713,914 | 84 | 7,172,000 | 79 | |||||||
| Total assets | $ 11,625,222 | 100 | 9,051,542 | 100 | $ 11,625,222 | 100 | 9,051,542 | 100 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
FIRST COPPER TECHNOLOGY CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(s) and 7) | $ 2,905,229 | 100 | 3,128,075 | 100 |
| 5000 | Operating costs (notes 6(e)(o)(t), 7 and 12) | 2,917,000 | 100 | 3,009,825 | 96 |
| 5900 | Gross profit (loss) | (11,771) | - | 118,250 | 4 |
| 6000 | Operating expenses (notes 6(o)(t), 7 and 12) | 63,500 | 2 | 62,139 | 2 |
| 6900 | Operating profit (loss) | (75,271) | (2) | 56,111 | 2 |
| 7000 | Non-operating income and expenses (notes 6(f)(n)(u)): | ||||
| 7100 | Interest income | 607 | - | 890 | - |
| 7010 | Other income | 229,805 | 8 | 230,011 | 7 |
| 7020 | Other gains and losses, net | (1,206) | - | 128 | - |
| 7050 | Finance costs | (25,206) | (1) | (27,796) | (1) |
| 7060 | Share of profit (loss) of associates accounted for using equity method, net | 8 | - | 11 | - |
| 204,008 | 7 | 203,244 | 6 | ||
| 7900 | Profit before income tax | 128,737 | 5 | 259,355 | 8 |
| 7950 | Less: Income tax expenses (benefit) (note 6(p)) | 7,236 | - | (6,210) | - |
| 8200 | Profit | 121,501 | 5 | 265,565 | 8 |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Item that may not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans | 4,505 | - | (1,896) | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(q)) | 2,596,620 | 89 | 928,109 | 30 |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note 6(p)) | 901 | - | (380) | - |
| 2,600,224 | 89 | 926,593 | 30 | ||
| 8300 | Other comprehensive income (after tax) | 2,600,224 | 89 | 926,593 | 30 |
| 8500 | Comprehensive income | $ 2,721,725 | 94 | 1,192,158 | 38 |
| Earnings per share (note 6(r)): | |||||
| 9750 | Basic earnings per share (in New Taiwan Dollars) | $ | 0.34 | 0.74 | |
| 9850 | Diluted earnings per share (in New Taiwan Dollars) | $ | 0.34 | 0.74 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
FIRST COPPER TECHNOLOGY CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2024
Profit for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income for the year ended December 31, 2024
Balance at December 31, 2024
Profit for the year ended December 31, 2025
Other comprehensive income for the year ended December 31, 2025
Total comprehensive income for the year ended December 31, 2025
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary shares
Balance at December 31, 2025
| Ordinary shares | Retained earnings | Other equity | |||
|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total equity | |
| $ 3,596,222 | 61,996 | 262,845 | 41,149 | 2,017,630 | 5,979,842 |
| - | - | - | 265,565 | - | 265,565 |
| - | - | - | (1,516) | 928,109 | 926,593 |
| - | - | - | 264,049 | 928,109 | 1,192,158 |
| 3,596,222 | 61,996 | 262,845 | 305,198 | 2,945,739 | 7,172,000 |
| - | - | - | 121,501 | - | 121,501 |
| - | - | - | 3,604 | 2,596,620 | 2,600,224 |
| - | - | - | 125,105 | 2,596,620 | 2,721,725 |
| - | 26,405 | - | (26,405) | - | - |
| - | - | - | (179,811) | - | (179,811) |
| $ 3,596,222 | 88,401 | 262,845 | 224,087 | 5,542,359 | 9,713,914 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
FIRST COPPER TECHNOLOGY CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 128,737 | 259,355 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 93,824 | 88,496 |
| Amortization expense | 114 | 77 |
| Interest expense | 25,206 | 27,796 |
| Interest income | (607) | (890) |
| Dividend income | (208,569) | (208,564) |
| Share of profit of associates accounted for using equity method | (8) | (11) |
| Gain on disposal of property, plant and equipment | (471) | (116) |
| Provision (reversal) for liabilities | (103) | 357 |
| Total adjustments to reconcile profit (loss) | (90,614) | (92,855) |
| Changes in operating assets and liabilities: | ||
| Net changes in operating assets: | ||
| (Increase) decrease in accounts receivable | (37,504) | 5,585 |
| Increase in accounts receivable from related parties | (1,404) | (1,636) |
| (Increase) decrease in other receivables | (6,496) | 47,508 |
| Decrease (increase) in inventories | 37,062 | (155,967) |
| Increase in net defined benefit assets | (1,274) | (1,296) |
| Increase in other current assets | (8,356) | (7,601) |
| Net changes in operating assets | (17,972) | (113,407) |
| Net changes in operating liabilities: | ||
| (Decrease) increase in current contract liabilities | (14,632) | 9,904 |
| Increase in notes payable | 1,411 | 377 |
| Increase (decrease) in accounts payable | 13,645 | (2,861) |
| (Decrease) increase in other payable | (7,911) | 18,290 |
| (Decrease) increase in other current liabilities | (9,026) | 21,036 |
| Net changes in operating liabilities | (16,513) | 46,746 |
| Net changes in operating assets and liabilities | (34,485) | (66,661) |
| Total adjustments | (125,099) | (159,516) |
| Cash inflow generated from operations | 3,638 | 99,839 |
| Interest received | 607 | 890 |
| Dividends received | 208,584 | 208,564 |
| Interest paid | (14,069) | (12,981) |
| Income taxes paid | (15) | (62) |
| Net cash flows from operating activities | 198,745 | 296,250 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of property, plant and equipment | (81,079) | (77,518) |
| Proceeds from disposal of property, plant and equipment | 471 | 116 |
| Increase in refundable deposits | (1,031) | - |
| Acquisition of intangible assets | (175) | (176) |
| Increase in investment properties | (153) | - |
| Increase in prepayments for equipment | - | (9,023) |
| Net cash flows used in investing activities | (81,967) | (86,601) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term loans | 347,434 | (283,162) |
| (Decrease) increase in short-term notes and bills payable | (317,659) | 141,938 |
| (Decrease) increase in guarantee deposits received | (2,266) | 2,627 |
| Cash dividends paid | (181,766) | (448) |
| Net cash flows used in financing activities | (154,257) | (139,045) |
| Net (decrease) increase in cash and cash equivalents | (37,479) | 70,604 |
| Cash and cash equivalents at beginning of period | 139,179 | 68,575 |
| Cash and cash equivalents at end of period | $ 101,700 | 139,179 |
See accompanying notes to financial statements.
First Copper Technology Co., Ltd.
Earnings Distribution Table
2025
| Unit: NTD | |
|---|---|
| Undistributed profit at the beginning of the period | 98,981,153 |
| Add (Less): | |
| Changes in the current period to re-measurement of defined benefit plan | 3,603,918 |
| 2025 after-tax net profit | 121,500,699 |
| Appropriation of 10% legal reserves | |
| (125,104,617 x 10%) | (12,510,462) |
| Distributable surplus earnings | 211,575,308 |
| Less: | |
| Distribution item: | |
| Shareholder cash dividends | |
| (359,622,165 Shares x 0.4) | (143,848,866) |
| Undistributed surplus earnings, end of period | 67,726,442 |
Note: Rounding off to the unit of NT dollars for cash dividends to individual shareholders. The resulting difference up to the unit NT$ dollar is allocated in accordance with the account numbers of shareholders in sequence until the amount is consistent with the total shown in the table of earnings distribution.
Chairman: Manager: Accounting Supervisor:
First Copper Technology Co., Ltd. Articles of Incorporation
Chapter I General Provisions
Article 1: Organized in accordance with the provisions of the Company Act, the Company is named First Copper Technology Co., Ltd.
Article 2: The Company's main businesses are as follows:
I. Metal Industry Manufacturing Department:
1. Manufacturing, processing, trade, and export of various types of copper product including copper bullion, copper alloy plates, copper foil, copper pipe, copper cable, electrolytic copper, and copper wire.
2. Manufacturing, trade, and export of machinery in relation to the preceding paragraph.
3. The dismantling of various scrapped vessels and the trading of scrap copper and iron.
II. Electronics Industry Manufacturing Department:
1. Manufacturing, trade, and export of copper foil for printed circuit boards, integrated circuits, and lead frames for various types of circuits.
2. Manufacturing, trade, and export of copper-based electronic materials and raw materials.
III. Steel Industry Manufacturing Department:
1. Manufacturing, processing, trade, and export of various types of stainless steel plate, stainless steel pipes, and other stainless steel products.
2. Manufacturing, trade, and export of various types of steel plate and other steel products.
IV. Construction Department:
1. Commission construction companies to build residential and commercial buildings for sale and lease.
2. Furniture manufacturing and trade.
3. House rental and sale introduction.
4. Sale of food, tobacco, and alcohol.
5. Acceptance of rezoning commissions. (with the exception of architectural commissions)
6. Operation of parking lots and supermarkets.
7. Design and construction of landscapes and gardens. (with the exceptions of construction and of architectural commissions)
8. Manufacture and sale of ready-mixed concrete.
9. Manufacture and sale of cement products.
V. Trading and agency business for related imports and exports.
VI. Pre-agent import and export trade of various products.
VII. H703010 Factory Building Rental and Leasing.
VIII. H703020 Warehouse Rental and Leasing.
IX. H703030 Office Building Rental and Leasing.
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X. ZZ99999 All business items that not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company does not endorse guarantees and does not lend funds to others.
Article 2-2: In coordination with its diversified operations, the Company makes reinvestments in various businesses. The total investment amount shall not exceed the total paid-in capital of the Company.
Article 3: The Company is established in Kaohsiung City. Depending on the needs of the business, branch offices may set up domestically and overseas following resolution of the Board of Directors.
Article 4: The Company's announcement method shall be handled in accordance with Article 28 of the Company Act.
Chapter II Shares
Article 5: The total capital of the Company is set as NTD 3,596,221,650 divided into 359,622,165 shares at NTD 10 per share, issued in full.
Article 6: The stock of the Company shall be divided into shares with amounts of 1 million shares, 100,000 shares, 10,000 shares, 1,000 shares, and a variable amount of shares, with each share having the same par value.
Article 7: The Company's stocks are all registered, signed or stamped at least three directors, and issued according to law after being stamped with the Company's official registration number. The company's shares may be exempt from being in the form of printed stocks, but the centralized securities custodial institution must be contacted for registration.
Article 8: Shareholders should send their seal patterns to the company for recording so that they can be checked when receiving dividends, distributing dividends, and exercising shareholder rights.
Article 9: Unless otherwise provided by laws and regulations, shareholders of the Company shall handle transfers of shares and other stock affairs, and it is understood that they shall do so in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
Article 10: The loss or destruction of stocks held by shareholders shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
Article 11: Cases of shareholders who change their seals for any reason shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
Article 12: Shares cannot be transferred within 60 days before the regular shareholders meeting, 30 days before the extraordinary shareholders meeting, or within 5 days before the base date of the company's decision to distribute dividends and bonuses or other benefits.
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Chapter III Shareholders' Meeting
Article 13: Shareholders' meetings of the Company are divided into the following two types:
I. A general meeting that is to be convened by the Board of Directors within six months after the end of each fiscal year.
II. Interim shareholders' meetings that shall be convened when necessary in accordance with the provisions of the Company Act.
Article 14: When convening a General Meeting of Shareholders, all shareholders shall be notified 30 days in advance. When convening an interim shareholders' meeting, all shareholders shall be notified 15 days in advance. For shareholders who hold fewer than one thousand shares, the notice of the meeting shall be made via an announcement.
Article 15: If a shareholder cannot attend a shareholders' meeting for some reason, then, in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies announced by the competent authority, the shareholder may obtain a proxy issued by the Company that is signed or sealed with authorized scope and entrust an agent to attend.
Article 16. Unless otherwise stipulated by the Company Act, a shareholders' meeting must be held with shareholders representing more than half of the total number of shares attending and with the approval of more than half of the voting rights of the shareholders present. When the number of shareholders present is fewer than number required in the preceding paragraph, it is understood that the relevant provisions of the Company Act shall be followed.
Article 17: Shareholders of the Company have one vote per share; however, for those who are restricted or those without voting rights under Article 179 of the Company Act, this limitation shall not apply.
Article 18: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
Dissemination of the meeting minutes as mentioned in the preceding paragraph may be done via public announcement.
The meeting minutes shall record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results. The meeting minutes shall be retained forever during the existence of the Company.
The registration book of attending shareholders and proxy attendance forms shall be kept for at least one year.
Article 19: The shareholders' meeting may review the forms and Audit Committee reports submitted by the Board of Directors and decide upon the distributions of profits and dividends.
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Chapter IV Directors
Article 20: The Company shall have between 7 and 11 directors, whose election shall adopt a candidate nomination system. They shall be elected by shareholders from the list of director candidates for a term of three years and may be re-elected.
Among the directors of the Company, the number of independent directors shall not be less than three and shall not be less than one-third of the number of directors.
Regarding independent directors' professional qualifications, shareholdings, restrictions on concurrent positions, determination of independence, method of nomination, and other matters to be complied with, they shall be handled in accordance with relevant regulations of the securities authority.
For directors' travel expenses and remuneration of the Chairman, their authorization is determined by the Board of Directors with reference to the standards of relevant peers and listed companies. Regardless of the profit and loss status of the Company, they shall be issued in accordance with general regulations.
The Company may purchase liability insurance for directors' legal liability for the scope of their business execution during their tenures.
The total number of registered shares held by all directors shall not be less than the number required by the securities authority.
Article 21: When organizing the Board of Directors, the Chairman of the Board shall be selected by a majority vote at a meeting attended by over two-thirds of the directors and approved by more than half of the directors present. The Chairman shall be elected to carry out all Company matters in accordance with the law, regulations, resolutions of shareholders' meeting, and resolutions of the Board of Directors.
Article 22: When vacancies among directors reaches one-third, the Board of Directors shall convene a by-election at a shareholders' meeting within 60 days.
Article 23: The Chairman of the Board shall be the presiding chair of the shareholders' meeting and of the Board of Directors, and shall represent the Company externally. If the Chairman asks to take leave or is unable to execute his authority for some reason, he or she may be represented by a director who is designated by the Chairman. If the Chairman does not designate such a representative, the directors will choose a representative from among themselves.
Article 24: When necessary, the Board of Directors may be convened by the Chairman or his or her representative in accordance with the law. The notice of convening can be done by written notification, e-mail, or fax.
Article 25: When the Board of Directors meets, the directors shall attend in person. However, they may be represented by other directors. Those who participate in the meeting by videoconference shall be regarded as attending in person. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting.
Article 26: Except where otherwise provided by the Company Act, the passage of a proposal at a Board of Directors meeting shall require the approval of a majority of the directors in
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attendance at a Board of Directors meeting that is attended by a majority of all directors.
Article 27: The following matters of the Company are subject to the approval or verification of the Board of Directors:
I. Approval of each item of regulation.
II. Preparation of the budget and final accounts.
III. Profit distribution proposals.
IV. Capital increase or decrease proposals.
V. Appointment or dismissal of managers and consultants.
VI. Buying and selling stocks of listed companies or reinvestment in stocks of unlisted companies.
VII. Purchases equipment or disposal of assets in amounts of NTD 2 million or more.
VIII. Purchases or transfers of know-how and patent rights or of technical cooperation contracts.
IX. Appointment, dismissal, and remuneration of accountants.
X. External borrowing.
XI. Collateralization of Company property.
XII. Engaging in derivative transactions.
XIII. Annual audit planning.
XIV. Dealer or agent business.
XV. Sales to manufacturers on credit in amounts exceeding NTD 2 million.
XVI. Operational planning for the Company.
XVII. Annual financial reports and semi-annual financial reports. With the exception of semi-annual financial reports that are not required under relevant laws and regulations to be audited and attested by a certified public accountant (CPA).
XVIII. Establishing or amending the internal control system.
XIX. Formulating or amending procedures for the acquisition or disposal of assets and the processing of major financial business activities involving derivative transactions.
XX. Raising, issuing or private placement of equity securities.
XXI. Appointment and removal of financial, accounting or internal audit supervisors.
XXII. Branch establishment or closure.
XXIII. Implementation of resolutions of the shareholders' meeting and of the conferring of powers from the shareholders' meeting.
XXIV. Other powers stipulated by laws and regulations and by the competent authority.
Article 28: The Company has established an Audit Committee in accordance with the provisions of the Securities and Exchange Act. The provisions of the Company Act, Securities and Exchange Act, and other laws governing supervisors shall be applied mutatis mutandis to the Audit Committee.
The Audit Committee shall be composed entirely of independent directors, and its exercise of powers and related matters shall be handled in accordance with relevant
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laws and regulations of the securities authority.
Article 29: Deleted.
Article 30: Deleted.
Article 31: Deleted.
Article 32: Deleted.
Article 33: The Company may set up various committees according to business needs. In selecting committee members, they shall be appointed by the Chairman after their submission to the Board of Directors for approval.
Article 33-1: If a director engages in business competition with the company, this shall be explained to the shareholders' meeting and its permission obtained in accordance with Article 209, Paragraph 1 of the Company Act.
Chapter V Staff
Article 34: The Company shall have a General Manager who upholds the resolutions of the Board of Directors and comprehensively manages all of the Company's business. He or she shall be assisted by a number of deputy general managers, while a number of managers will also be set up in charge of each business within the Company; and their appointment and dismissal shall be carried out in accordance with the Company Act. In response to its business needs, the Company may hire a number of individuals in technical, legal, accounting, and other consulting areas.
Article 35: The appointment, dismissal, and remuneration of supervisors of the Company at the Deputy General Manager and equivalent is subject to the approval of the Board of Directors. The above-mentioned managers shall not concurrently serve as managers of other profit-making businesses, or operate similar businesses for themselves or for others, except for those approved by the Board of Directors in accordance with the law.
Article 36: The staffing of the Company is determined separately by the Board of Directors.
Article 37: The working rules of the Company shall be separately formulated by the Board of Directors.
Chapter VI: Accounting
Article 38: The Company uses December 31 of each year as its final settlement date. After final accounts are drawn for each period, the Board of Directors shall prepare the following list and submit it to the General Meeting of Shareholders for acknowledgment in accordance with the law.
I. Business Report.
II. Financial Statements.
III. Proposals concerning profit distributions or covering of losses.
Article 39: If the Company makes a profit during the year, it shall allocate no less than 3% for employee remuneration and no more than 2% for director remuneration. However, when the Company has accumulated losses, the reserves for covering the losses shall be retained in advance.
At least 30% of the employee compensation amount must be allocated to frontline
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employees.
Article 40: If there is a profit in the Company's annual final accounts, it shall first pay taxes to make up for the accumulated losses. A 10% withdrawal is the legal reserve, but this is not the limit when the legal reserve has reached the Company's paid-in capital. In addition, a special reserve may be allocated or transferred depending on the Company's operating needs and legal requirements. If there is a profit as well as undistributed surplus earnings at the beginning of the same period, the Board of Directors shall draft a profit distribution proposal and submit it to the shareholders' meeting for resolution.
Amid a still-growing business environment, the Company shall master the economic environment to seek sustainable operations and long-term development. Dividend policy will focus on the principle of stability. When the Board of Directors submits a profit distribution proposal, it shall consider future profitability and plans for working capital and may reserve a portion of profits at its discretion. Profit distributions shall account for 50% or more of distributable earnings; however, when the accumulated distributable earnings are less than 2% of the paid-in capital, the Company may choose not to distribute earnings. Of the total dividends to be distributed for a given year, the amount of cash dividends shall not be less than 10%.
Article 41: The distribution of company dividends and bonuses is to be based on the proportion of shares held by each shareholder.
Chapter VII: Supplementary Provisions
Article 42: Deleted.
Article 43: Matters not covered in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 44: This charter was established on July 8, 1969. The first amendment was on January 31, 1971. The second amendment was on July 15, 1972. The third amendment was on October 11, 1975. The fourth amendment was on April 20, 1978. The fifth amendment was on September 21, 1981. The sixth amendment was on April 20, 1982. The seventh amendment was on September 1, 1982. The eighth amendment was on October 12, 1982. The ninth amendment was on June 10, 1984. The tenth amendment was on September 12, 1984. The eleventh amendment was on November 15, 1984. The twelfth amendment was on April 20, 1986. The thirteenth amendment was on September 21, 1986. The fourteenth amendment was on April 13, 1987. The fifteenth amendment was on August 26, 1988. The sixteenth amendment was on February 20, 1989. The seventeenth amendment was on September 4, 1989. The eighteenth amendment was on May 21, 1990. The nineteenth amendment was on June 17, 1991. The twentieth amendment was on May 26, 1992. The twenty-first amendment was on May 25, 1993. The twenty-second amendment was on May 24, 1994. The twenty-third amendment was on June 20, 1995. The twenty-fourth amendment was on June 26, 1996. The twenty-fifth amendment was on June 19, 1997. The twenty-sixth amendment was on May 27, 1998. The twenty-seventh amendment was on June 15, 1999. The twenty-eighth amendment was on June 20, 2000. The twenty-ninth
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amendment was on June 27, 2001. The thirtieth amendment was on June 26, 2002. The thirty-first amendment was on June 23, 2003. The thirty-second amendment was on June 21, 2007. The thirty-third amendment was on June 13, 2008. The thirty-fourth amendment was on June 14, 2010. The thirty-fifth amendment was on June 12, 2012. The thirty-sixth amendment was on June 19, 2014. The thirty-seventh amendment was on June 23, 2016. The thirty-eighth amendment was on June 29, 2017. The thirty-ninth amendment was on June 28, 2018. The fortieth amendment was on June 11, 2020. The forty-first amendment was on June 20, 2024. The forty-second amendment was on June 26, 2025.
First Copper Technology Co., Ltd.
Rules of Procedure for Shareholders Meetings
Adopted at the interim meeting of shareholders held on August 26, 1988
Amended at the shareholders' meeting held on June 15, 1999
Amended at the shareholders' meeting held on June 26, 2002
Amended at the shareholders' meeting on June 23, 2016
I. Shareholders' meetings of the Company shall comply with these Rules of Procedure.
II. In these Rules of Procedure, "shareholders" refer to the shareholders themselves, representatives of institutional shareholders, and proxies entrusted by shareholders to attend in accordance with the law. "Shareholders' meeting" refers to the General Meeting of Shareholders as well as interim meetings of shareholders.
III. Attending shareholders shall be requested to hand in their sign-in cards when signing in to attend the shareholders' meeting. The number of attending shares is calculated based on the handed in sign-in cards plus the number of shares exercised in writing or electronically. However, those who exercise voting rights electronically and attend the shareholders' meeting in person shall not be double counted in calculating the number of shares present. Attendance and voting at a shareholders meeting shall be calculated based on the number of shares.
IV. Shareholders or authorized proxies are to attend the shareholders' meeting. When the Company deems it necessary, it may check supporting documents sufficient to prove the identity of an attendee.
V. When a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the presiding chair, the Chairman shall appoint one of the directors to act as presiding chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as presiding chair.
When the shareholders' meeting is convened by a convening party other than the Board of Directors, the convener shall be the presiding chair. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
VI. The Company may appoint the designated counsel, CPAs, or other related persons to attend the meeting.
Staff handling the administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
VII. The Company shall record or videotape the entire proceedings of the shareholders' meeting and keep it for at least one year.
VIII. When the meeting time has arrived, the presiding chair shall immediately announce the meeting. However, shareholders are not present representing more than half of the total
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issued shares, the presiding chair may announce a postponement of the meeting. The number of postponements is limited to two, and the total postponement time shall not exceed one hour. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act.
By the end of such meeting, if number of shares represented by the attending shareholders has already constituted more than one half of the outstanding shares, the presiding chair may put the tentative resolution to the vote at the general meeting again in accordance with Article 174 of Taiwan's Company Act.
IX. When the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of the shareholders' meeting.
When the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.
The agenda set out in the previous two items shall not be declared adjourned by the presiding chair without a resolution before the proceedings are over (including provisional motions). However, if the presiding chair announces the adjournment of the meeting in violation of the rules of procedure, then with the approval of more than half of the voting rights of shareholders present, one person may be elected as presiding chair to continue the meeting.
X. Before speaking, an attending shareholder must specify on a speaker's slip his/her shareholder account number, name, and main points of the intended speech. The order in which shareholders speak will be set by the presiding chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker's slip, the content of the speech shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violations.
XI. Unless otherwise permitted by the chairman, each shareholder shall not speak more than twice concerning the same item, and each speech shall not last more than 5 minutes.
XII. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
XIII. After an attending shareholder has spoken, the presiding chair may respond in person or direct relevant personnel to make response.
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XIV. When the presiding chair is of the opinion that a proposal has been discussed sufficiently for voting to proceed, the presiding chair may announce the closure of the discussion and call for a vote.
XV. Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, if the presiding chair undertakes a consultation and there is no objection, then the measure shall be deemed as passed and its effect shall be the same as that of voting.
XVI. When a proposal is voted on by ballot, the examiners and counting staff of votes on motions shall be appointed by the presiding chair, but the examiners should have shareholder status. Voting results shall be made known on-site immediately and recorded in writing.
XVII. During the meeting, the presiding chair may declare a break at his or her discretion.
XVIII. When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
XIX. The presiding chair may direct proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel are present to assist in maintaining order, they shall bear an identification card or armband showing the word "Proctor."
If a shareholder violates the Rules of Procedure and does not obey the presiding chair's instructions to correct his or her behavior, hindering the progress of the meeting and failing to comply, the presiding chair may direct the proctors or security personnel to ask him or her to leave the meeting place.
XX. Matters not specified in these Rules of Procedure shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and other relevant laws and regulations.
XXI. These Rules of Procedure shall be implemented after being approved by the shareholders meeting. The same shall hold true of amendments.
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First Copper Technology Co., Ltd.
The number of shares held by directors individually and collectively as recorded in the shareholder register as of the closing date of the shareholders' meeting:
| Title | Name | Appointment date | Term of office | April 26, 2026 | |
|---|---|---|---|---|---|
| Number of shares | Percentage of shareholding | ||||
| Chairman | Hua Eng Wire and Cable Co., Ltd. Representative: Wang Hong-Ren | 2024.06.20 | Three years | 141,831,792 | 39.44% |
| Director | Hua Eng Wire and Cable Co., Ltd. Representative: Liu Chung-Jen | " | " | ||
| " | Hua Eng Wire and Cable Co., Ltd. Representative: Wang Wen-Ling | " | " | ||
| " | Hua Eng Wire and Cable Co., Ltd. Representative: Wang Ming-Jen | " | " | ||
| Independent Director | Hu Lee-Ren | " | " | 0 | 0% |
| " | Cheng Tiao-Hsiang | " | " | 0 | 0% |
| " | Huang Jen-Tsung | " | " | 0 | 0% |
| Total number of shares held by all directors | 141,831,792 | 39.44% |
Explanation:
- The Company's paid-in capital is NTD 3,596,221,650 (359,622,165 shares).
- In accordance with Article 26 of the Securities and Exchange Act and with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the legal minimum number of shares that all directors should hold is 14,384,886 shares.
- The Company has set up an Audit Committee, so there is no applicability regarding number of shares that should be held by supervisors.