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FITH — AGM Information 2026
May 22, 2026
52375_rns_2026-05-22_c47314dc-272c-4751-84da-cb3e5cd93123.pdf
AGM Information
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Stock code: 3712
FIT Holding Co., Ltd.
2026 General Shareholders' Meeting Meeting Agenda
June 23, 2026
(Venue: 2nd floor, No. 49, Section 4, Zhongyang Road, Tucheng District, New Taipei City)
Table of Contents
One. Meeting Procedure... 1
Two. Meeting Agenda... 2
I. Matters to be Reported... 3
II. Matters for Approval... 3
III. Matters for Discussion... 4
VI. Extempore Motions... 4
Three. Attachments
I. Business Report (Annex I)... 5
II. Audit Committee’s Review Report (Annex II)... 11
III. Independent Auditor’s Report and Financial Statements (Annex III) 12
IV. Statement of Appropriation of Earnings (Annex IV)... 39
V. Comparison Table of the Revised Articles of the Procedures for the Acquisition and Disposal of Assets (Annex V)... 40
Four. Appendices
I. Articles of Association... 43
II. Rules of Procedure of Shareholders’ Meetings... 49
III. Shareholdings of Directors... 52
FIT Holding Co., Ltd.
Meeting Procedure of 2026 General Shareholders’ Meeting
Method for convening the meeting: A physical shareholders’ meeting
Time: 9 am on June 23 (Tuesday), 2026
Venue: No. 49, Section 4, Zhongyang Road, Tucheng District, New Taipei City (Conference Room, 2nd floor)
I. Report on the attendance rate
II. Call the Meeting to Order
III. Chairperson Remarks
IV. Matters to be Reported
V. Matters for Approval
VI. Matters for Discussion
VII. Extempore Motions
VIII. Meeting Adjourned
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FIT Holding Co., Ltd.
Agenda of 2026 General Shareholders’ Meeting
One. Chairperson Remarks
Two. Matters to be Reported
I. The Company’s business report for the year 2025.
II. Audit Committee’s report on the review of the Company’s final accounts for the year 2025.
Three. Matters for Approval
I. 2025 Business Report and financial statements of the Company.
II. The Company's Statement of Appropriation of Earnings for 2025.
Four. Matters for Discussion
The amendment to the Company's “Operational Procedures for Acquisition and and Disposal of Assets”.
Five. Extempore Motions
Six. Meeting Adjourned
2
Matters to be Reported
Proposal 1
Proposal: The Company’s business report for the year 2025; please review.
Explanation: Please refer to Annex I (pages 5~10) for the business report.
Proposal 2
Proposal: Audit Committee’s report on the review of the Company’s final accounts for the year 2025; please review.
Explanation: Please refer to Annex II (page 11) for the Audit Committee’s review report.
Matters for Approval
Proposal 1 proposed by the board of directors
Proposal: 2025 Business Report and financial statements of the Company; please recognize.
Explanation:
- The financial statements of the Company for the year 2025 have been audited by PwC Taiwan, and have been reviewed together with the business report by the Audit Committee, and a written review report is issued accordingly.
- Please refer to Annex I to Annex III (page 5~38) for the related documents.
Resolution:
Proposal 2 proposed by the board of directors
Proposal: Please ratify the Company's Statement of Appropriation of Earnings for 2025.
Explanation:
I. The Statement of Appropriation of Earnings for the year 2025 was approved by the Board meeting, and the review by the Audit Committee has been completed. Please refer to Attachment IV (page 39).
II. For 2025, the Company reported a net loss after tax of NT$5,625,724,714. After adding beginning unappropriated earnings of NT$427,599,600 and adjustments for remeasurement of the defined benefit plan of NT$8,649,330, the total accumulated deficit to be covered is NT$5,189,475,784. In accordance with Article 239 of the Company Act, the deficit will be offset first with legal reserve of NT$233,560,689. Any remaining shortfall will be offset with capital surplus.
Resolution:
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Matters for Discussion
Proposal: Amendment to the Operational Procedures for Acquisition and Disposal of Assets. (Proposed by the Board of Directors)
Explanation: The Company proposed to revise the "Procedures for the Acquisition or Disposal of Assets" in accordance with the Financial Supervisory Commission's Order Jin Guan Zheng Fa Zi No. 1140383333 dated July 24, 2025. The comparison table of the revised articles is attached as Annex V (page 40).
Resolution:
Extempore Motions
Meeting Adjourned
Annex I
FIT Holding Co., Ltd.
Business Report
In 2025, the Company’s consolidated operating revenue amounted to NT$32,820,918 thousand, representing an increase of 21.99% compared to the previous year. The net loss attributable to the parent company was NT$5,625,725 thousand, with a loss per share of NT$22.85. As of December 31, 2025, the accumulated deficit totaled NT$5,189,476 thousand, exceeding one-half of the paid-in capital of NT$2,462,421 thousand. The operating performance for the year did not meet expectations, primarily due to significant losses incurred by Foxwell Energy on Phase II of Taipower’s offshore wind power project. The project team has conducted a comprehensive review of budget and schedule control mechanisms and aims to complete the project within the year. The Company is also actively pursuing negotiations with Taipower for additional payments and schedule extensions. Going forward, the Company will adopt a more pragmatic approach to strengthen project risk management, continuously enhance operational strategies and management effectiveness, and steadily advance all business developments.
The descriptions of the business development of each important subsidiary of the Group are as follows: Foxlink Image will focus on the R&D and production of scanners and automatic paper feeders for major manufacturers in the world, and will develop higher-end and low-cost products to obtain more orders from customers and increase profitability. Glory Science transform to develop optical communication products and other special applications. Power Quotient's continues to focus its own brand on 3C peripheral products.
In the clean energy sector, operations currently encompass Shih Fong Power, which is responsible for hydropower generation; Shinfox, which handles onshore wind power, development, turnkey projects, and operations and maintenance; Foxwell Energy, which primarily focuses on offshore wind operations and maintenance, with project contracting as a supplementary activity; Shinfox Natural Gas, which continues to develop industrial customers in remote and offshore island areas by promoting liquefied natural gas (LNG) as a substitute for coal and fuel oil; Foxwell Power, which provides green electricity trading, integrated with energy-saving services and energy storage systems; Synergy, which focuses on the investment, development, and operation of solar photovoltaic projects; and Fox Forest Natural Resources, which develops forest carbon sink projects. Amid the global transition to net-zero emissions, the Company leverages its diversified and comprehensive energy business portfolio, along with its long-established resources in the electronics industry, to actively pursue opportunities within the electronics sector and provide customized decarbonization and net-zero solutions.
In response to the operational challenges faced over the past year, the Company has
conducted a comprehensive review and is actively implementing improvement measures. Going forward, a more prudent approach will be adopted to strengthen fundamentals, enhance efficiency, and improve operational performance. We sincerely thank shareholders for their long-term support and trust, and respectfully ask for their continued support.
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I. 2025 Business Results
(1) Implementation Results of Business Plan
Unit: NT$ thousand
| Item | 2025 | 2024 | Growth rate |
|---|---|---|---|
| Operating income | 32,820,918 | 26,903,862 | 21.99% |
| Operating cost | 48,513,748 | 23,277,055 | 108.42% |
| Operating margin | (15,692,830) | 3,626,807 | (532.69%) |
| Unrealized gains (losses) on sales | (43,478) | (32,443) | 34.01% |
| Realized gains (losses) on sales | 285 | 0 | - |
| Operating expenses | 1,899,026 | 1,860,909 | 2.05% |
| Operating profit | (17,635,049) | 1,733,455 | (1117.34%) |
| Non-operating income and expenses | (1,235,043) | 216,932 | (669.32%) |
| Net profit before tax | (18,870,092) | 1,950,387 | (1067.51%) |
| Net profit for the period | (19,278,922) | 1,418,732 | (1458.88%) |
| Net profit attributable to the parent company | (5,625,725) | 1,124,070 | (600.48%) |
(2) Budget Execution Ability
The company did not prepare the 2025 financial forecast, so this is not applicable.
(3) Financial income and expenditure status
| Item | 2025 | 2024 | Amount of change |
|---|---|---|---|
| Net Cash Inflow(Outflow) from Operationing Activities | (5,863,121) | (2,651,576) | (3,211,545) |
| Net Cash Inflow(Outflow) from Investing Activities | (5,925,027) | (12,226,477) | 6,301,450 |
| Net Cash Inflow(Outflow) from Financing Activities | 11,634,923 | 15,775,829 | (4,140,906) |
(4) Profitability Analysis
| Year | 2025 | 2024 | |
|---|---|---|---|
| Return on assets (%) | (28.51) | 3.43 | |
| Return on shareholders’ equity (%) | (161.64) | 7.74 | |
| Percentage of paid-in capital (%) | Operating profit | (716.17) | 70.40 |
| Net profit before tax | (766.32) | 79.21 | |
| Net profit rate (%) | (58.74) | 5.27 | |
| Basic earnings per share (NT$) (Note) | (22.85) | 4.56 |
Note: The ratios above are based on the figures in the consolidated financial statements, and the earnings per share are calculated based on the number of shares after retrospective adjustment.
(5) Research development status
【3C Components】
- Lens-type optical components, sensing optical components.
- Optical design and patent creation of micro products (AR lens/micro-projection).
- Optical design and development capability and patent construction for optical communication modules.
- High-precision mold development and application of new product material
technologies for optical communication.
- Introduction/Efficiency and yield improvement of optical communication module production process technology.
- Capability and automation construction of optical module production and testing equipment.
- Application and cooperative development of other optical products.
[3C Retail and Peripheral Products]
- Wired Charging: Full adoption of USB-C and higher power capacity
- Wireless Charging: Establishment of the Qi2 standard and the magnetic ecosystem
- TWS Earbuds: Transition from "wireless" to "smart audio"
[Energy Service Management]
[Engineering Business]
- Providing integrated services for power, low-voltage, instrumentation and control, fire protection, and HVAC systems.
- Strengthening construction process optimization and cost control, and implementing standardized operations.
[Energy Services]
- Focusing on renewable energy engineering and energy management, adopting proven technologies.
- Promoting integrated applications of energy saving, energy storage, energy generation, and green electricity.
[System and Peripheral Products]
- Participating in the development process of customers' new products to providing customers with various solutions and technical support.
- We are also actively striving to cultivate R&D talents across the strait, including talents of software, firmware, optics, electronics and institutions, strengthening on-the-job training, and enriching the capability of the R&D team.
- Continuing to develop related products such as digital imaging and automatic paper feeder modules and actively investing in mold development to increase the company's core mold technology and enhance mold competitiveness to strengthen one-stop service to customers.
- Establishing a complete testing centers in Taiwan, Dongguan Qingxi and Shandong Weihai to provide rapid testing and verification services during the R&D phase, as well as rapid support and improved product design quality.
- To promote the control of prohibited substances, lead-free products, record and control carbon emissions, and to develop materials and products that meet environmental protection requirements. Paying close attention to environmental requirements and restrictions in different countries.
- Committed to bridging the gaps in the world of conservation and continuing to promote ESG sustainability.
II. Summary of 2026 Business Plan
(1) Business Policy
After the establishment of the company, Glory Science Co., Ltd., Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd. will further strengthen each other’s advantages in their respective professional fields, and then join Shih Fong Power Co., Ltd. and Shinfox Energy Co., Ltd. to expand their energy service territories. Under the complementary resource sharing and full cooperation of marketing, procurement and R&D, each company’s resources are integrated to give full play to the advantage of integrated marketing. After the vertical integration between upstream and downstream products, the scale of operations will be expanded to increase economic benefits and improve overall operating performance and competitiveness, thereby increasing the future room for growth between each other. At the same time, commanding heights and new opportunities for the future development and sustainable operation of the optoelectronic, communication and digital imaging businesses can be obtained to provide customers with quality, efficient and comprehensive services so as to create the company’s best operating performance and seek the maximum profit for shareholders. In addition, Taipower’s Offshore Wind Phase II project is targeted for completion this year, while efforts to secure schedule extensions and additional project payments are being actively pursued.
The company assists in the integration of resources within the Group so that each business entity can focus on its business while taking into account the flexibility and efficiency of its independent operation and development and improving the efficiency of the corporate division of labor.
(2) Expected Sales Volume and Its Basis
The Group’s products are mainly consumer electronics. As the industry growth trend of mobile phone lens modules and optical connectors remains unchanged, and the system and peripheral product businesses are actively expanding customer bases and developing new products, the sales volume of each product is expected to reach a stable growth. In terms of energy services, as it is mainly energy-saving services, equipment maintenance services and solar engineering design and development, the sales volume cannot be calculated.
(3) Important Production and Marketing Policies
The Group will enhance its internal management capabilities to reduce various production costs, continue to expand production capacity, actively cultivate talents, strengthen employee training, make good use of group resources, as well as provide customers with the best service and technical resources and establish a good cooperative relationship with customers, in order to achieve a win-win goal.
III. Future Company Development Strategy
The subsidiaries of the Group have strengthened each other’s advantages in their
respective professional fields. Under the complementary resource sharing and full cooperation of marketing, procurement and R&D, the resources of each company are integrated to give full play to the advantage of integrated marketing. After the vertical integration between upstream and downstream products, the scale of operations will be expanded to increase economic benefits and improve overall operating performance and competitiveness, thereby increasing the room for future growth between each other. At the same time, commanding heights and new opportunities for the future development and sustainable operation of the optoelectronic, communication and digital imaging businesses can be obtained to provide customers with quality, efficient and comprehensive services.
IV. Impact of External Competition Environment, Legal Environment and Overall Business Environment
Faced with the rapidly changing industry and operating environment, the Group will further implement business management, improve operating efficiency, and respond to the company's operations with a more positive attitude and service. In addition to continuing to control fixed marketing costs, the Group will also use its relevant resources to develop and produce products to strengthen its cost competitiveness and timeliness. In the meantime, the company will integrate the technical guidance of the Group to develop forward-looking products, strengthen product differentiation and enhance competitiveness. Green energy is supported by current policies and regulations and will bring a greater vision to the FIT Holding Group.
Responsible persons: T.C.Gou Managerial Officer: Vivien Liu Chief Accounting Officer: Kufn Lin
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Audit Committee’s Review Report
Annex II
The company’s board of directors submitted the proposed business report, financial statements, and Statement of Appropriation of Earnings plan for 2025. The financial statements were audited by PwC Taiwan and an independent auditor’s report was issued accordingly. The proposal of the above-mentioned business report, financial statements and Statement of Appropriation of Earnings
FIT Holding Co., Ltd.
Convener of Audit Committee: Ralph Chen
March 30, 2026
Annex III
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR 25006056
To the Board of Directors and Shareholders of FIT Holding Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of FIT Holding Co., Ltd. and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of 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 the Other matter section), 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 years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
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 for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2025 financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:
Recognition of construction revenue - assessment on the stage of completion
Description
Please refer to Note 4(32) for accounting policy on construction contracts; Note 5(2) for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts and Note 6(27) for details of contract assets, contract liabilities and construction revenue, which amounted to NT$10,889,106 thousand, NT$66,119 thousand and NT$24,064,455 thousand, respectively, as of December 31, 2025 and for the year then ended. Since the unavoidable costs of fulfilling construction contracts exceed the economic benefits expected to be received, the provision for onerous contracts amounted to NT$639,861 thousand. Please refer to Note 6(23) to the consolidated financial statements.
The Group’s construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, profit or loss should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract over time.
As the estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses, and the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, which might affect the construction revenue recognition, we consider the assessment on the stage of completion which was applied on construction
revenue recognition as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.
B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant constructions performed in the period.
C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.
D. Performed substantive procedures relating to the construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.
Valuation of goodwill impairment
Description
Please refer to Note 4(21) for accounting policies on impairment loss on non-financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(13) for details of intangible assets.
The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. As of December 31, 2025, the cost of goodwill amounted to NT$249,763 thousand and NT$611,760 thousand, respectively. The Group valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit's recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty
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which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding and assessed the reasonableness of valuation of goodwill impairment policies and procedures.
B. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.
C. Assessed that the valuation model used in the appraisal report was widely used and appropriate.
D. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.
Valuation of property, plant and equipment impairment
Description
Please refer to Note 4(21) for accounting policies on impairment loss on non-financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(9) for details of property, plant and equipment.
As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of property, plant and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as one of the key audit matters.
15
16
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding and assessed the reasonableness of valuation of property, plant and equipment impairment policies and procedures.
B. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.
C. Verified whether the list of properties for the external appraiser is correct.
D. Assessed that the valuation method used in the appraisal report was appropriate.
E. Tested the external appraisal report’s valuation basis adequacy.
Other matter - Reference to the reports of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$698,933 thousand, constituting 1.04% of the consolidated total assets as at December 31, 2024, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT$18,676 thousand, constituting 0.63% of the consolidated total comprehensive income for the year then ended.
Other matter - Parent company only financial statements
We have audited and expressed an unmodified opinion with an other matters section on the parent company only financial statements of FIT Holding Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
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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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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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.
Chou, Hsiao-Tzu
Lin, Kuan-Hung
For and on behalf of PricewaterhouseCoopers, Taiwan
March 30, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 7,746,562 | 13 | $ 7,928,276 | 12 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2)(19) | 739 | - | 4,074 | - |
| 1136 | Current financial assets at amortised cost | 6(4) and 8 | 6,299,247 | 10 | 7,665,651 | 12 |
| 1140 | Current contract assets | 6(27) and 7 | 10,892,561 | 18 | 8,906,886 | 13 |
| 1150 | Notes receivable, net | 6(5) | 26,630 | - | 13,019 | - |
| 1170 | Accounts receivable, net | 6(5)(11) | 1,541,903 | 2 | 1,620,160 | 2 |
| 1180 | Accounts receivable - related parties | 7 | 54,669 | - | 238,296 | - |
| 1200 | Other receivables | 7 | 735,205 | 1 | 33,041 | - |
| 1220 | Current tax assets | 21,533 | - | 17,168 | - | |
| 130X | Inventories | 6(6) | 1,063,176 | 2 | 1,321,180 | 2 |
| 1410 | Prepayments | 6(7) | 1,882,062 | 3 | 12,660,014 | 19 |
| 1470 | Other current assets | 8 | 138,531 | - | 1,008,295 | 2 |
| 11XX | Current Assets | 30,402,818 | 49 | 41,416,060 | 62 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(3) | 2,841,182 | 5 | 4,476,446 | 7 |
| 1535 | Non-current financial assets at amortised cost | 6(4) and 8 | 1,144,467 | 2 | 601,970 | 1 |
| 1550 | Investments accounted for using equity method | 6(8) | 2,433,099 | 4 | 2,089,747 | 3 |
| 1600 | Property, plant and equipment | 6(9) and 8 | 19,888,736 | 32 | 13,110,787 | 19 |
| 1755 | Right-of-use assets | 6(10) and 7 | 1,195,144 | 2 | 2,220,762 | 3 |
| 1760 | Investment property, net | 6(12) and 8 | 378,045 | 1 | 493,524 | 1 |
| 1780 | Intangible assets | 6(13) | 1,525,878 | 2 | 1,094,269 | 2 |
| 1840 | Deferred income tax assets | 6(21)(33) | 553,039 | 1 | 451,933 | 1 |
| 1915 | Prepayments for business facilities | 649,139 | 1 | 359,372 | - | |
| 1990 | Other non-current assets, others | 6(11)(15)(21) and 8 | 877,337 | 1 | 624,591 | 1 |
| 15XX | Non-current assets | 31,486,066 | 51 | 25,523,401 | 38 | |
| 1XXX | Total assets | $ 61,888,884 | 100 | $ 66,939,461 | 100 |
(Continued)
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(16) | $ 12,133,297 | 20 | $ 5,435,677 | 8 |
| 2110 | Short-term notes and bills payable | 6(17) | 4,912,426 | 8 | 4,516,472 | 7 |
| 2130 | Current contract liabilities | 6(27) and 7 | 286,814 | 1 | 198,745 | - |
| 2150 | Notes payable | 137 | - | 8,102 | - | |
| 2170 | Accounts payable | 6,322,924 | 10 | 4,024,953 | 6 | |
| 2180 | Accounts payable to related parties | 7 | 16,432 | - | 99 | - |
| 2200 | Other payables | 6(18) | 1,965,879 | 3 | 1,406,103 | 2 |
| 2220 | Other payables to related parties | 7 | 16,335 | - | 13,815 | - |
| 2230 | Current income tax liabilities | 202,055 | - | 247,769 | - | |
| 2250 | Current provisions | 6(23) | 896,296 | 1 | 160,385 | - |
| 2280 | Current lease liabilities | 7 | 134,292 | - | 130,000 | - |
| 2320 | Long-term liabilities, current portion | 6(19)(20) | 19,051,819 | 31 | 971,188 | 2 |
| 2399 | Other current liabilities, others | 67,079 | - | 12,250 | - | |
| 21XX | Current Liabilities | 46,005,785 | 74 | 17,125,558 | 25 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | 6(19) | - | - | 1,976,525 | 3 |
| 2540 | Long-term borrowings | 6(20) | 10,436,553 | 17 | 25,515,915 | 38 |
| 2570 | Deferred income tax liabilities | 6(33) | 606,768 | 1 | 456,184 | 1 |
| 2580 | Non-current lease liabilities | 7 | 853,786 | 2 | 1,852,620 | 3 |
| 2600 | Other non-current liabilities | 6(8)(23) | 89,631 | - | 54,696 | - |
| 25XX | Non-current liabilities | 11,986,738 | 20 | 29,855,940 | 45 | |
| 2XXX | Total Liabilities | 57,992,523 | 94 | 46,981,498 | 70 | |
| Equity | ||||||
| Share capital | 6(24) | |||||
| 3110 | Share capital - common stock | 2,462,421 | 4 | 2,462,421 | 4 | |
| Capital surplus | 6(25) | |||||
| 3200 | Capital surplus | 5,738,331 | 9 | 5,127,207 | 7 | |
| Retained earnings | 6(26) | |||||
| 3310 | Legal reserve | 233,561 | - | 120,162 | - | |
| 3320 | Special reserve | 8,361 | - | 8,361 | - | |
| 3350 | Unappropriated retained earnings (accumulated deficit) | (5,189,476) | (8) | 1,279,725 | 2 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | 62,041 | - | 1,870,001 | 3 | |
| 31XX | Equity attributable to owners of the parent | 3,315,239 | 5 | 10,867,877 | 16 | |
| 36XX | Non-controlling interest | 581,122 | 1 | 9,090,086 | 14 | |
| 3XXX | Total equity | 3,896,361 | 6 | 19,957,963 | 30 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 61,888,884 | 100 | $ 66,939,461 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for (loss) earnings per share amounts)
| Items | Notes | Year ended December 31 | 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(27) and 7 | $ 32,820,918 | 100 | $ 26,903,862 | 100 |
| 5000 | Operating costs | 6(6)(32) and 7 | ( 48,513,748) | ( 148) | ( 23,277,055) | ( 87) |
| 5900 | Gross (loss) profit | ( 15,692,830) | ( 48) | 3,626,807 | 13 | |
| 5910 | Unrealized profit from sales | ( 43,478) | - | ( 32,443) | - | |
| 5920 | Realized profit on from sales | 285 | - | - | - | |
| 5950 | Net gross (loss) profit | ( 15,736,023) | ( 48) | 3,594,364 | 13 | |
| Operating expenses | 6(32) and 7 | |||||
| 6100 | Selling expenses | ( 179,943) | ( 1) | ( 224,625) | ( 1) | |
| 6200 | General and administrative expenses | ( 1,459,283) | ( 4) | ( 1,231,988) | ( 5) | |
| 6300 | Research and development expenses | ( 257,125) | ( 1) | ( 403,661) | ( 1) | |
| 6450 | Expected credit loss | 12(2) | ( 2,675) | - | ( 635) | - |
| 6000 | Total operating expenses | ( 1,899,026) | ( 6) | ( 1,860,909) | ( 7) | |
| 6900 | Operating (loss) profit | ( 17,635,049) | ( 54) | 1,733,455 | 6 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(4)(28) | 248,914 | 1 | 227,130 | 1 |
| 7010 | Other income | 6(12)(29) and 7 | 261,580 | 1 | 250,309 | 1 |
| 7020 | Other gains and losses | 6(2)(14)(30) | ( 894,377) | ( 3) | 150,736 | - |
| 7050 | Finance costs | 6(31) and 7 | ( 1,139,045) | ( 4) | ( 608,745) | ( 2) |
| 7060 | Share of profit of associates and joint ventures accounted for using equity method | 6(8) | 287,885 | 1 | 197,502 | 1 |
| 7000 | Total non-operating income and expenses | ( 1,235,043) | ( 4) | 216,932 | 1 | |
| 7900 | Profit before income tax | ( 18,870,092) | ( 58) | 1,950,387 | 7 | |
| 7950 | Income tax expense | 6(33) | ( 408,830) | ( 1) | ( 531,655) | 2 |
| 8200 | (Loss) profit for the year | ( $ 19,278,922) | ( 59) | $ 1,418,732 | 5 | |
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Other comprehensive income, before tax, actuarial gains on defined benefit plans | 6(21) | $ 10,812 | - | $ 12,397 | - |
| 8316 | Unrealised (loss) gains from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ( 1,737,889) | ( 5) | 1,275,836 | 5 |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(33) | ( 2,163) | - | ( 2,479) | - |
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ( 1,729,240) | ( 5) | 1,285,754 | 5 | |
| Components of other comprehensive income that will be reclassified to loss or profit | ||||||
| Financial statements translation differences of foreign operations | ( 199,199) | ( 1) | 292,050 | 1 | ||
| 8399 | Income tax relating to the components of other comprehensive income | 6(33) | 3,061 | - | ( 34,353) | - |
| 8360 | Components of other comprehensive income that will be reclassified to loss or profit | ( 196,138) | ( 1) | 257,697 | 1 | |
| 8300 | Other comprehensive (loss) income for the year | ( $ 1,925,378) | ( 6) | $ 1,543,451 | 6 | |
| 8500 | Total comprehensive (loss) income for the year | ( $ 21,204,300) | ( 65) | $ 2,962,183 | 11 | |
| (Loss) profit attributable to: | ||||||
| 8610 | Owners of the parent | ( $ 5,625,725) | ( 17) | $ 1,124,070 | 4 | |
| 8620 | Non-controlling interest | ( 13,653,197) | ( 42) | 294,662 | 1 | |
| Total | ( $ 19,278,922) | ( 59) | $ 1,418,732 | 5 | ||
| Comprehensive (loss) income attributable to: | ||||||
| 8710 | Owners of the parent | ( $ 7,425,036) | ( 23) | $ 2,594,656 | 10 | |
| 8720 | Non-controlling interest | ( 13,779,264) | ( 42) | 367,527 | 1 | |
| Total | ( $ 21,204,300) | ( 65) | $ 2,962,183 | 11 | ||
| (Loss) earnings per share | 6(34) | |||||
| 9750 | Basic (loss) earnings per share (in dollars) | ( $ | 22.85) | $ 4.56 | ||
| 9850 | Diluted (loss) earnings per share (in dollars) | ( $ | 22.85) | $ 4.54 |
The accompanying notes are an integral part of these consolidated financial statements.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent | |
|---|---|
| Notes | Share capital - common stock |
| Year 2024 | |
| Balance at January 1, 2024 | $ 2,462,421 |
| Profit | - |
| Other comprehensive income | 6(3) |
| Total comprehensive income | |
| Cash dividends from capital surplus | 6(25) |
| Appropriation and distribution of retained earnings | 6(26) |
| Legal reserve appropriated | |
| Special reserve appropriated | |
| Cash dividends to shareholders | |
| Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method | |
| Changes in ownership interests in subsidiaries | 6(19)(25)(35) |
| Changes in non-controlling interest | 6(35) |
| Compensation costs | 6(22)(24) |
| Balance at December 31, 2024 | |
| Year 2025 | |
| Balance at January 1, 2025 | $ 2,462,421 |
| Loss | - |
| Other comprehensive income (loss) | - |
| Total comprehensive loss | - |
| Appropriation and distribution of retained earnings | 6(26) |
| Legal reserve appropriated | |
| Cash dividends to shareholders | |
| Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method | |
| Changes in ownership interests in subsidiaries | 6(25)(35) |
| Disposal of investments accounted for using the equity method | 6(8)(25) |
| Changes in non-controlling interest | 6(35) |
| Compensation costs | 6(22)(25) |
| Balance at December 31, 2025 |
The accompanying notes are an integral part of these consolidated financial statements.
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| (Loss) profit before tax | ($) | 18,870,092) | $ 1,950,387 |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation (including investment property and right-of-use assets) | 6(9)(10)(12)(30)(32) | ||
| Amortization | 6(13)(32) | 898,674 | 627,157 |
| Unrealized gross profit on sales | 6(8) | 98,468 | 81,957 |
| Realized gross profit on sales | 6(8) | 43,478 | 32,443 |
| Expected credit impairment loss | 12(2) | 2,675 | - |
| Gains on disposals of property, plant and equipment | 6(9)(30) | (516,296) | (28,812) |
| Financial assets at fair value through profit or loss | 6(2)(30) | 2,085 | (2,482) |
| Share of profit of associates and joint ventures accounted for using the equity method | (287,885) | (197,502) | |
| Interest expense | 6(31) | 1,139,045 | 608,745 |
| Interest income | 6(28) | (248,914) | (227,130) |
| Dividend income | 6(29) | (141,068) | (134,293) |
| Compensation cost of employee share options | 6(22) | 75,812 | 3,263 |
| Deferred government grants revenue recognised | (925) | (3,932) | |
| Income from subleasing right-of-use assets | (38) | (806) | |
| Profit from lease modification | 6(10)(30) | (7,317) | (1) |
| Gain on disposal of investments | 6(30) | (3,274) | - |
| Impairment loss on non-financial assets | 6(30) | 1,310,134 | 127,272 |
| Loss on default | 6(30) | 154,733 | - |
| Provisions for onerous contracts | 6(23) | 605,399 | 6,677 |
| Warranty provision (reversal gain) loss | (1,031) | 2,217 | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Current contract assets | (1,785,450) | (230,926) | |
| Notes receivable, net | (13,611) | 12,635 | |
| Accounts receivable | 139,801 | 358,019 | |
| Accounts receivable - related parties | 183,627 | (204,593) | |
| Other receivables | (694,218) | 48,853 | |
| Inventories | 258,004 | 27,792 | |
| Prepayments | 10,728,916 | (6,559,216) | |
| Other current assets | (10,897) | 6,846 | |
| Changes in operating liabilities | |||
| Contract liabilities - current | 58,070 | 2,163 | |
| Notes payable | (8,340) | (24,575) | |
| Accounts payable | 2,283,279 | 1,443,724 | |
| Accounts payable to related parties | 16,333 | (9,811) | |
| Other payables | (101,647) | 252,438 | |
| Other payables to related parties | 2,520 | (2,885) | |
| Provision for liabilities | 23,485) | - | |
| Other current liabilities | 52,606 | 236 | |
| Cash outflow generated from operations | (4,661,114) | (2,033,505) | |
| Interest received | 241,048 | 244,853 | |
| Interest paid | (1,044,428) | (538,740) | |
| Dividends received | 171,359 | 151,152 | |
| Income tax paid | (569,986) | (475,336) | |
| Net cash flows used in operating activities | (5,863,121) | (2,651,576) |
(Continued)
FIT HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through other comprehensive income | ($) | 102,733) | ($) 45,780) |
| Increase (decrease) in financial assets at amortised cost | 823,907) | (5,006,006) | |
| Proceeds from disposal (acquisition) of financial assets at fair value through profit or loss | 1,250) | (29) | |
| Acquisition of equity interest in subsidiaries (net of cash acquired) | 6(37) | (43,366) | - |
| Net cash flow from acquisition of subsidiaries | 6(36) | 779,025 | - |
| Acquisition of investments accounted for using the equity method | 6(8) and 7 | (116,400) | (852,327) |
| Acquisition of property, plant and equipment | 6(9)(37) | (8,660,863) | (5,901,653) |
| Proceeds from disposal of property, plant and equipment | 6(9) | 955,880 | 45,674 |
| Acquisition of intangible assets | 6(13) | (7,456) | (16,033) |
| Increase in prepayments for business facilities | (309,600) | (221,353) | |
| Decrease (increase) in refundable deposits | 799,243 | (187,904) | |
| Increase in other non-current assets | (43,914) | (41,066) | |
| Net cash flows used in investing activities | (5,925,027) | (12,226,477) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(38) | 29,154,873 | 20,543,605 |
| Decrease in short-term borrowings | 6(38) | (22,392,213) | (24,320,356) |
| Increase in short-term notes payable | 6(38) | 395,954 | 510,858 |
| Increase in long-term borrowings | 6(38) | 30,131,461 | 31,893,000 |
| Decrease in long-term borrowings | 6(38) | (29,231,901) | (12,012,581) |
| Repayment of lease liabilities | 6(38) | (120,539) | (161,122) |
| Increase (decrease) in guarantee deposits received | 2,656 | (6,122) | |
| (Decrease) increase in other non-current liabilities | (5,124) | 2,047 | |
| Cash dividends paid | 6(26) | (738,726) | (369,363) |
| Cash dividends from capital surplus | 6(25) | - | (123,121) |
| Subsidiary's cash dividends paid to non-controlling interests | 6(35) | (212,594) | (182,366) |
| Proceeds from disposal of subsidiaries | 6(35) | 827,174 | - |
| Changes in non-controlling interest | 6(35) | 3,823,902 | 1,350 |
| Net cash flows from financing activities | 11,634,923 | 15,775,829 | |
| Changes in foreign currency exchange | (28,489) | 77,371 | |
| Net (decrease) increase in cash and cash equivalents | (181,714) | 975,147 | |
| Cash and cash equivalents at beginning of year | 7,928,276 | 6,953,129 | |
| Cash and cash equivalents at end of year | $ 7,746,562 | $ 7,928,276 |
The accompanying notes are an integral part of these consolidated financial statements.
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR 25005537
To the Board of Directors and Shareholders of FIT HOLDING CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of FIT HOLDING CO., LTD. as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies
In our opinion, based on our audits and reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of FIT HOLDING CO., LTD. as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
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 Auditor's responsibilities for the audit of the parent company only financial statements section of our report. We are independent of FIT HOLDING CO., LTD. in accordance with the Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports
26
of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The balance of investments accounted for under the equity method recognized amounted to NT$4,955,338 thousand, constituting 87% of the Company’s total assets as at December 31, 2025, and the investment profit (shown as operating revenue) amounted to NT$5,739,904 thousand. Please refer to Note 4(9) for accounting policies on investments accounted for under the equity method and Note 6(3) for details of investments accounted for under the equity method. As the amounts are material to the parent company only financial statements of the Company, the investments accounted for under the equity method - recognition of construction revenue - assessment on the stage of completion; investments accounted for under the equity method - valuation of goodwill impairment; and investments accounted for under the equity method - valuation of property, plant and equipment impairment were identified as key audit matters.
Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
Recognition of construction revenue - assessment on the stage of completion
Description
Please refer to Note 4(32) in the consolidated financial statements for accounting policy on construction contracts; Note 5(2) in the consolidated financial statements for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts, Note 6(27) in the consolidated financial statements for details of
27
contract assets, contract liabilities and construction revenue, which amounted to NT$10,889,106 thousand, NT$66,119 thousand and NT$24,064,455 thousand, respectively, and Note 6(23) in the consolidated financial statements for details of onerous contract liabilities amounting to NT$639,861 thousand since the unavoidable cost of fulfilling a construction contract exceeded the expected economic benefits to be derived from the contract, as of December 31, 2025 and for the year then ended.
The construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract over time. Nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses, and the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, which might affect the construction revenue recognition, we consider the assessment on the stage of completion which was applied on construction revenue recognition as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter :
A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.
B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant
28
constructions performed in the period.
C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.
D. Performed substantive procedures relating to the construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.
Investments accounted for under the equity method - Valuation of goodwill impairment
Description
Please refer to Note 4(21) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(13) in the consolidated financial statements for details of intangible assets. As of December 31, 2025, the cost of goodwill generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd. amounted to NT$249,763 thousand and NT$ 611,760 thousand, respectively. The Company valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit's recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding and assessed the reasonableness of valuation of goodwill impairment policies and procedures.
B. Obtained the external appraisal report on impairment valuation and examined the
29
external appraiser’s qualification and assessed the independence, competence and objectiveness.
C. Assessed that the valuation model used in the appraisal report was widely used and appropriate.
D. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.
Investments accounted for under equity method - Valuation of property, plant and equipment impairment
Description
Please refer to Note 4(21) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(9) in the consolidated financial statements for details of property, plant and equipment.
As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of property, plant and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement, various assumptions and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Obtained an understanding and assessed the reasonableness of valuation of property, plant and equipment impairment policies and procedures.
30
B. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.
C. Verified whether the list of properties for the external appraiser is correct.
D. Assessed that the valuation method used in the appraisal report was appropriate.
E. Tested the external appraisal report’s valuation basis adequacy.
Other matter - Reference to the reports of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$698,933 thousand, constituting 5.36% of the consolidated total assets as at December 31, 2024, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT$18,676 thousand, constituting 0.72% of the total comprehensive income for the year then ended.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
B. 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.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
32
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We
33
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.
Chou, Hsiao-Tzu
Lin, Kuan-Hung
For and on behalf of PricewaterhouseCoopers, Taiwan
March 30, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
34
FIT HOLDING CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 272,035 | 5 | $ 35,799 | - |
| 1210 | Other receivables - related parties | 7 | 203,810 | 4 | 624 | - |
| 1410 | Prepayments | 37 | - | 32 | - | |
| 1470 | Other current assets | 8,413 | - | 8,428 | - | |
| 11XX | Current Assets | 484,295 | 9 | 44,883 | - | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(2) | ||||
| 1550 | Investments accounted for under equity method | 6(3) | 210,529 | 4 | 210,529 | 2 |
| 1600 | Property, plant and equipment | 4,955,338 | 87 | 12,787,621 | 98 | |
| 1780 | Intangible assets | 6(4) | 18 | - | 29 | - |
| 15XX | Non-current assets | 201 | - | 803 | - | |
| 1XXX | Total assets | 5,166,086 | 91 | 12,998,982 | 100 | |
| Liabilities and Equity | ||||||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(6) | $ 768,000 | 14 | $ 75,000 | - |
| 2110 | Short-term notes and bills payable | 6(7) | 99,934 | 2 | 99,989 | 1 |
| 2200 | Other payables | 7 | 17,154 | - | 100,330 | 1 |
| 2230 | Current income tax liabilities | - | - | 624 | - | |
| 2320 | Long-term liabilities, current portion | 6(8) | 300,000 | 5 | - | - |
| 2399 | Other current liabilities, others | 54 | - | 45 | - | |
| 21XX | Current Liabilities | 1,185,142 | 21 | 275,988 | 2 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6(8) | 1,150,000 | 20 | 1,900,000 | 15 |
| 25XX | Non-current liabilities | 1,150,000 | 20 | 1,900,000 | 15 | |
| 2XXX | Total Liabilities | 2,335,142 | 41 | 2,175,988 | 17 | |
| Equity | ||||||
| Share capital | ||||||
| 3110 | Share capital - common stock | 6(9) | 2,462,421 | 44 | 2,462,421 | 19 |
| Capital surplus | ||||||
| 3200 | Capital surplus | 6(10) | 5,738,331 | 102 | 5,127,207 | 38 |
| Retained earnings | ||||||
| 3310 | Legal reserve | 233,561 | 4 | 120,162 | 1 | |
| 3320 | Special reserve | 8,361 | - | 8,361 | - | |
| 3350 | (Accumulated deficit) unappropriated retained earnings | 6(11) | (5,189,476) | (92) | 1,279,725 | 10 |
| Other equity interest | ||||||
| 3400 | Other equity interest | 62,041 | 1 | 1,870,001 | 15 | |
| 3XXX | Total equity | 3,315,239 | 59 | 10,867,877 | 83 | |
| Significant contingent liabilities and unrecognised contract commitments | ||||||
| Significant events after the balance sheet date | ||||||
| 3X2X | Total liabilities and equity | $ 5,650,381 | 100 | $ 13,043,865 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
FIT HOLDING CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings(loss) per share amounts)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(3) | $ | - | $ 1,178,785 | 100 |
| 5000 | Operating costs | 6(3) | ( | 5,739,904) | - | - |
| 5900 | Net operating margin | ( | 5,739,904) | - | 1,178,785 | |
| Operating expenses | 6(12) and 7 | |||||
| 6200 | General and administrative expenses | ( | 20,617) | - | ( 34,397) | |
| 6000 | Total operating expenses | ( | 20,617) | - | ( 34,397) | |
| 6900 | Operating (loss) profit | ( | 5,760,521) | - | 1,144,388 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 1,424 | - | 768 | - | |
| 7010 | Other income | 6(2) | 192 | - | 17,978 | 1 |
| 7020 | Other gains and losses | 3,244 | - | 1,015 | - | |
| 7050 | Finance costs | ( | 45,574) | - | ( 39,808) | |
| 7000 | Total non-operating revenue and expenses | ( | 40,714) | - | ( 20,047) | |
| 7900 | (Loss) profit before income tax | ( | 5,801,235) | - | 1,124,341 | |
| 7950 | Income tax (expense) benefit | 6(13) | 175,510 | - | ( 271) | - |
| 8200 | (Loss) profit for the year | ($ | 5,625,725) | - | $ 1,124,070 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8330 | 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 | ($ | 1,729,240) | - | $ 1,285,754 | |
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ( | 1,729,240) | - | 1,285,754 | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8380 | 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 | ( | 70,071) | - | 184,832 | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ( | 70,071) | - | 184,832 | |
| 8300 | Other comprehensive (loss) income for the year | ($ | 1,799,311) | - | $ 1,470,586 | |
| 8500 | Total comprehensive (loss) income for the year | ($ | 7,425,036) | - | $ 2,594,656 | |
| Basic earnings (loss) per share | 6(14) | |||||
| 9750 | Total basic earnings (loss) per share (in dollars) | ($ | 22.85) | $ | 4.56 | |
| 9850 | Total diluted earnings (loss) per share (in dollars) | ($ | 22.85) | $ | 4.54 |
The accompanying notes are an integral part of these parent company only financial statements.
FIT HOLDING CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Share capital - common stock | Capital surplus | Retained earnings | Other equity interest | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings (accumulated deficit) | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | |||||
| Year 2024 | |||||||||
| Balance at January 1, 2024 | $ 2,462,421 | $ 5,004,042 | $ 105,157 | $ 299,035 | $ 239,431 | ($ 226,606) | $ 635,939 | $ 8,519,419 | |
| Profit | - | - | - | - | 1,124,070 | - | - | 1,124,070 | |
| Other comprehensive income | - | - | - | - | 9,916 | 184,832 | 1,275,836 | 1,470,586 | |
| Total comprehensive income | - | - | - | - | 1,133,988 | 184,832 | 1,275,836 | 2,504,656 | |
| Cash dividends paid from additional paid-in capital | 6(10) | - | ( 123,121 ) | - | - | - | - | - | ( 123,121 ) |
| Appropriation and distribution of retained earnings | 6(11) | ||||||||
| Legal reserve appropriated | - | - | 15,005 | - | ( 15,005 ) | - | - | - | |
| Special reserve appropriated | - | - | - | ( 290,674 ) | 290,674 | - | - | - | |
| Cash dividends to shareholders | - | - | - | - | ( 369,363 ) | - | - | ( 369,363 ) | |
| Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method | 6(3) | ||||||||
| Changes in ownership interests in subsidiaries | 6(3) | - | 30,422 | - | - | - | - | - | 30,422 |
| Compensation costs | 6(3) | - | 214,517 | - | - | - | - | - | 214,517 |
| Balance at December 31, 2024 | - | 1,147 | - | - | - | - | - | 1,147 | |
| Year 2025 | |||||||||
| Balance at January 1, 2025 | $ 2,462,421 | $ 5,127,207 | $ 120,162 | $ 8,361 | $ 1,279,725 | ($ 41,774 ) | $ 1,911,775 | $ 10,867,877 | |
| Profit (loss) | - | - | - | - | ( 5,625,725 ) | - | - | ( 5,625,725 ) | |
| Other comprehensive income(loss) | - | - | - | - | 8,649 | ( 70,071 ) | ( 1,737,889 ) | ( 1,799,311 ) | |
| Total comprehensive loss | - | - | - | - | ( 5,617,076 ) | ( 70,071 ) | ( 1,737,889 ) | ( 7,425,036 ) | |
| Appropriation and distribution of retained earnings | 6(11) | ||||||||
| Legal reserve appropriated | - | - | 113,399 | - | ( 113,399 ) | - | - | - | |
| Cash dividends to shareholders | - | - | - | - | ( 738,726 ) | - | - | ( 738,726 ) | |
| Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method | 6(3) | ||||||||
| Changes in ownership interests in subsidiaries | 6(3) | - | 13,441 | - | - | - | - | - | 13,441 |
| Disposal of investments accounted for using the equity method | - | 573,537 | - | - | - | - | - | 573,537 | |
| Compensation costs | 6(3) | - | 2,477 ) | - | - | - | - | - | 2,477 ) |
| Balance at December 31, 2025 | $ 2,462,421 | $ 5,738,531 | $ 233,582 | $ 8,361 | $ 5,189,476 | ($ 111,845 ) | $ 173,886 | $ 3,315,239 |
The accompanying notes are an integral part of these parent company only financial statements.
FIT HOLDING CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| (Loss) profit before tax | ($ | 5,801,235) | $ 1,124,341 |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Share of loss (profit) of associates accounted for using the equity method | 6(3) | 5,739,904 | ( 1,178,785 ) |
| Depreciation | 11 | 4 | |
| Amortisation | 6(4) | 602 | 602 |
| Interest expense | 45,574 | 39,808 | |
| Interest income | ( 1,424 ) | ( 768 ) | |
| Dividend income | 6(2) | - | ( 17,775 ) |
| Gain on disposal of investment | 6(3) | 3,274 | - |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Other receivables due from related parties | ( 203,186 ) | ( 624 ) | |
| Other current assets | 13 | ( 694 ) | |
| Changes in operating liabilities | |||
| Prepaid expenses | ( 5 ) | 4 | |
| Other payables | 165,150 | ( 26,210 ) | |
| Other current liabilities-others | 9 | 9 | |
| Cash outflow generated from operations | ( 51,313 ) | ( 60,088 ) | |
| Interest received | 1,426 | 775 | |
| Dividend received | 907,467 | 430,260 | |
| Interest paid | ( 45,399 ) | ( 39,067 ) | |
| Income taxes paid | ( 80,164 ) | ( 73 ) | |
| Net cash flows from operating activities | 732,017 | 331,807 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of property and equipment | - | ( 33 ) | |
| Net cash flows used in investing activities | - | ( 33 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase (decrease) in short-term borrowings | 693,000 | ( 439,000 ) | |
| Decrease in short-term notes and bills payable | ( 55 ) | ( 199,878 ) | |
| Proceeds from long-term debt | 2,950,000 | 2,807,000 | |
| Repayments of long-term debt | ( 3,400,000 ) | ( 2,007,000 ) | |
| Cash dividends paid | 6(11) | ( 738,726 ) | ( 369,363 ) |
| Cash dividends paid from additional paid-in capital | 6(10) | - | ( 123,121 ) |
| Net cash flows used in financing activities | ( 495,781 ) | ( 331,362 ) | |
| Net increase in cash and cash equivalents | 236,236 | 412 | |
| Cash and cash equivalents at beginning of year | 35,799 | 35,387 | |
| Cash and cash equivalents at end of year | $ 272,035 | $ 35,799 |
The accompanying notes are an integral part of these parent company only financial statements.
Annex IV
FIT Holding Co., Ltd.
Statement of Appropriation of Earnings Table
2025
Unit: NT$
| Item | Total | Remarks |
|---|---|---|
| Undistributed earnings at the beginning of the period | 427,599,600 | |
| Add: Remeasurement of 2025 defined benefit plan | 8,649,330 | |
| Less: net loss after tax of the year | (5,625,724,714) | |
| Accumulated Losses to be Covered for the Current Period | (5,189,475,784) | |
| Items for Loss Compensation: | ||
| Amount Covered by Legal Reserve | 233,560,689 | |
| Amount Covered by Capital Reserve | 4,955,915,095 | |
| Accumulated Losses to be Carried Forward | 0 |
Responsible persons: T.C.Gou
Managerial Officer: Vivien Liu
Chief Accounting Officer: Kufn Lin
FIT Holding Co., Ltd.
Annex V
Comparison Table of the Revised Articles of the Procedures for the Acquisition and Disposal of Assets
| Article after revision | Article before revision | Reason for revision |
|---|---|---|
| Article 14: Information Disclosure | ||
| I. Required Filings and Standards | ||
| (1) to (3) are omitted. | ||
| (4) Where equipment or right-of-use assets 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: | ||
| 1. A. For companies with paid-in capital of less than NT$10 billion, the transaction amount is NT$500 million or more. | ||
| 2. B. For companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more. | ||
| 3. C. For companies with paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the Company’s paid-in capital. | ||
| (5) to (6) are omitted. | ||
| (7) For companies with paid-in capital of NT$50 billion or more, transactions involving government bonds, common corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) traded on the Taiwan Stock Exchange or the Taipei Exchange, which do not fall under the proviso of subparagraph 8 and whose counterparties are not related parties, where the transaction amount reaches 5% or more of the Company’s paid-in capital. | ||
| (8) Where an asset transaction other than 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% or more of paid-in capital or NT$300 million. | ||
| (The remainder is omitted) | Article 14: Information Disclosure | |
| I. Required Filings and Standards | ||
| (1) to (3) are omitted. | ||
| (4) Where equipment or right-of-use assets 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: | ||
| 1. A. For companies with paid-in capital of less than NT$10 billion, the transaction amount is NT$500 million or more. | ||
| 2. B. For a company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | ||
| (5) to (6) are 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% or more of paid-in capital or NT$300 million. | ||
| (The remainder is omitted) | Revised in accordance with Letter of Jin-Guan-Zheng-Fa-Zi No. 1140383333 dated July 24, 2025. 2022. | |
| Article 15: Subsidiaries of the Company shall comply with the following provisions: | ||
| I. Subsidiaries of the | Article 15: Subsidiaries of the Company shall comply with the following provisions: | |
| I. Subsidiaries of the |
| Article after revision | Article before revision | Reason for revision |
|---|---|---|
| Company shall also follow the procedures set forth herein when acquiring or disposing of assets. |
II. If a subsidiary is not a public company and its acquisition or disposal of assets meets the thresholds for public announcement and filing as prescribed in the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the Company shall make the required public announcement and filing on behalf of such subsidiary.
III. In the announcement and filing standards applicable to a subsidiary, the paid-in capital or total assets referred to shall be based on the paid-in capital or total assets of the Company.
For calculating 10% of total assets under these Procedures, the total assets stated in the most recent parent-company-only financial report or individual financial statements prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
For companies with shares having no par value or a par value other than NT$10, when calculating transaction amounts of 20% of paid-in capital under these Procedures, 10% of equity attributable to owners of the parent shall be substituted; when calculating transaction amounts of 5% of paid-in capital under these Procedures, 2.5% of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures 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; and | Company shall also follow the procedures set forth herein when acquiring or disposing of assets.
II. If a subsidiary is not a public company and its acquisition or disposal of assets meets the thresholds for public announcement and filing as prescribed in the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the Company shall make the required public announcement and filing on behalf of such subsidiary.
III. In the announcement and filing standards applicable to a subsidiary, the paid-in capital or total assets referred to shall be based on the paid-in capital or total assets of the Company.
For calculating 10% of total assets under these Procedures, the total assets stated in the most recent parent-company-only financial report or individual financial statements prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
For companies with shares having no par value or a par value other than NT$10, when calculating transaction amounts of 20% of paid-in capital under these Procedures, 10% of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of | |
41
| Article after revision | Article before revision | Reason for revision |
|---|---|---|
| for calculations under the provisions of these Procedures 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. | equity attributable to owners of the parent shall be substituted. | |
| Established on June 19, 2018. | ||
| The first revision was made on June 21, 2019. | ||
| The second amendment was made on June 17, 2022. | ||
| The third amendment was made on June 23, 2026. | Established on June 19, 2018. | |
| The first revision was made on June 21, 2019. | ||
| The second amendment was made on June 17, 2022. | Added the date of revision. |
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Appendix I
FIT Holding Co., Ltd. Articles of Association
Chapter 1. General Provisions
Article 1. The Company is organized in accordance with the Company Act and is named FIT Holding Co., Ltd.
Article 2. The businesses of the Company:
H 201010 General investment business.
Article 3. The Company may provide endorsement guarantees due to business requirements with the approval of the board meeting, and the operations shall be handled in accordance with the Company’s Procedures of Endorsements and Guarantees.
Article 4. The Company has its head office established in New Taipei City, and may establish branches, offices or business offices at home and abroad upon the resolution of the board meeting when necessary. The Company may reinvest at home and abroad through a resolution of the board meeting; if the reinvestee is a limited liability shareholder of the Company, the total investment amount is not subject to the restriction of 40% of its paid-in share capital as in Article 13 of the Company Act.
Article 5. The Company’s announcement method shall be handled in accordance with Article 28 of the Company Law.
Chapter 2. Shares
Article 6. The total authorized capital of the Company is NT$3 billion, divided into 300 million shares, with the amount of NT$10 per share. The board meeting is authorized to issue the shares in installments as required.
Within the authorized capital amount in the preceding paragraph, NT$300 million is reserved for the issuance of employee stock option certificates for a total of 30 million shares at NT$10 per share, which may be issued in installments in accordance with the resolution of the board meeting.
Article 6-1. Employees, including those of parents or subsidiaries of the Company meeting certain specific requirements, may be entitled to receive shares bought back and transferred by the Company, as well as new shares, share subscription warrants, and restricted stock for employees issued by the Company.
Article 7. The shares of the Company are all registered, which are signed or sealed by the director representing the Company and issued after being certified by the certifying bank for share issuance in accordance with the law.
The printing of share certificates may be exempt for shares issued by the Company, but
43
registration with a central securities depository institution is required.
Article 8. Unless otherwise provided by laws and regulations, the stock affairs of the Company shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.
Article 9. The transfer of ownership of shares shall be suspended within 60 days before the general shareholders’ meeting, 30 days before the extraordinary shareholders’ meeting, or five days before the benchmark date on which the Company decides to distribute dividends or other benefits.
Chapter 3. Shareholders’ meeting
Article 10. The shareholders’ meeting includes the general meeting and the extraordinary meeting. The general meeting shall be convened at least once a year by the board of directors according to law within six months after the end of each accounting year. The extraordinary meeting shall be convened according to law when necessary.
The Company may convene a shareholders’ meeting by means of visual communication network or other methods promulgated by the central competent authority. The Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters when holding a virtual shareholders’ meeting.
Article 11. The chairman of the board shall preside over the shareholders’ meeting. When the chairman is unable to attend, the chairman shall designate a director to act as his proxy; if the chairman does not appoint a director as his proxy, the directors shall elect one among themselves as the proxy. If the shareholders’ meeting is convened by someone other than a member of the board of directors who has the right to convene, the person shall act as the chairman. If there are two or more persons with the right to convene, one person shall be selected among them.
Article 12. If a shareholder is unable to attend the shareholders’ meeting, he may appoint a proxy to attend on his behalf by signing the power of attorney printed by the Company and stating the scope of powers authorized to the proxy. Except as specified in Article 177 of the Company Act, the attendance of a shareholder’s proxy shall be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.
Article 13. Unless otherwise stipulated by laws and regulations, each shareholder of the Company has one voting right per share.
Article 14. Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
44
The shareholders of the Company may also exercise their voting rights electronically. Shareholders who exercise their voting rights electronically are deemed to be present in person, and related matters shall be handled in accordance with laws and regulations.
Article 15. The resolutions of the shareholders’ meeting shall be recorded in the meeting minutes, signed or sealed by the chairman, and distributed to the shareholders within 20 days after the meeting.
The production, distribution, recorded contents and retention period of the minutes shall comply with Article 183 of the Company Act.
The minutes shall contain the date and place of the meeting, the name of the chairman, the method of resolution, and the essentials and results of the proceedings. The minutes shall be kept permanently during the existence of the Company.
Chapter 4. Directors and Audit Committee
Article 16. (Deleted)
Article 17. The board of directors of the Company has five to nine seats of directors for a term of three years. The candidate nomination system is adopted, and the number of independent directors shall not be less than three. The shareholders shall elect from the list of candidates, and the directors may be re-elected.
The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and appointment, exercise of powers and duties, and other matters for compliance with respect to independent directors shall be in accordance with the regulations of competent securities authorities.
The election of directors shall be handled in accordance with Article 198 of the Company Act and related provisions.
Article 18. The board of directors is organized by directors; the chairman shall be elected in a board meeting attended by more than two-thirds of the directors and approved by more than half of the directors present. If the chairman is on leave or unable to perform his duties for some reason, the chairman shall designate a director to act as deputy. When the chairman does not appoint a deputy, the directors shall elect one among themselves as the deputy.
Article 19. Unless otherwise provided by the Company Law, the board meeting shall be convened by the chairman of the board and serve as the chairman at the same time; The venue of the board meeting shall be at the location of the Company or at a place suitable for the attendance of the directors and suitable for the board meeting, or the meeting may be held by video conferencing.
For the convening of the board meeting, the reasons shall be specified and the directors be notified seven days in advance. However, a meeting may be called at any time in case of an
45
emergency.
The notice of the convening of the board meeting mentioned in the preceding paragraph may be made in writing, by fax or by electronic means.
When a director is unable to attend the board meeting for some reason, he may issue a power of attorney to entrust another director to attend the meeting in accordance with Article 205 of the Company Act, but only one agent may be appointed. If the board meeting is held by videoconferencing, the directors who participate in the meeting by video shall be deemed to have attended the meeting in person.
Article 20. The functions and powers of the board of directors are as follows:
- Review of business policies and medium and long-term development plans, and review and supervision of the implementation of the annual business plan.
- Proposal of the budget and final accounts.
- Formulation of the capital increase and reduction plan.
- Proposal of earnings distribution or loss compensation.
- Proposal of important external contracts.
- Proposal of amendment to the Articles of Association.
- Formulation of the Company’s organization rules and important business rules.
- Establishment and abolition of branches; drafting of reorganization or dissolution.
- Appointment and dismissal of the president and vice president of the Company.
- Convening of shareholders’ meetings.
- Proposal of purchase and disposal of the Company’s important assets.
- Formulation of the Company’s external endorsements and guarantees and external investment plans.
- Proposal of capital increase with dividends or reserves.
- Functions and powers in accordance with Article 202 of the Company Act.
Article 21. The resolutions of the board meeting shall be recorded in the meeting minutes, signed or sealed by the chairman, and distributed to the directors within 20 days after the meeting. The minutes shall be taken in the order of the date, place, name of the chairman and resolution method, as well as the essentials of the proceedings and voting results. The minutes shall be kept permanently during the existence of the Company.
Article 22. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
This company has established an audit committee in accordance with Article 14-4 of the Securities and Exchange Act which is responsible for performing the functions and powers of supervisors as stipulated in the Company Act, the Securities and Exchange Act and other
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laws and regulations. The audit committee shall be composed of all independent directors with at least three members, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise. The term of office, exercise of powers and other matters to be observed of the audit committee shall be handled in accordance with the relevant laws and regulations. The board of directors shall also formulate the organizational rules of the audit committee in accordance with the relevant laws and regulations.
Article 23. The board meeting is authorized to determine the remuneration of all directors in accordance with the usual standards of the same industry. In addition, the Company may purchase liability insurance for directors, so as to reduce their risk of being sued by shareholders or other related parties due to performing their duties in accordance with the law.
Chapter 5. Managerial Officers
Article 24. The Company may have a president, a vice president, a chief executive, and several general managers and deputy general managers of business groups. Their appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter 6. Accounting
Article 25. At the end of each accounting year, the board of directors of the Company shall prepare (1) the business report, (2) financial statements, (3) proposals for earnings distribution or loss compensation, and have them submitted to the regular general shareholders' meeting for recognition in accordance with the law.
Article 26. If the company makes a profit during the year (the so-called profit refers to the profit before tax minus the distribution of remuneration of employees and directors), no less than 6% of it shall be allocated as employees' remuneration (of which no less than 2% of the profit shall be allocated as remuneration for entry-level employees) and no more than 3% as the directors' remuneration. However, when the Company still has a cumulative loss, it shall reserve the compensation amount in advance.
The employee remuneration mentioned in the preceding paragraph can be paid in stocks or cash. The payment objects include employees of controlling or affiliated companies who meet certain conditions. The board of directors is authorized to make a resolution on the conditions and distribution methods. Directors' remuneration can only be paid in cash. The two items above shall be decided by the board meeting and reported to the shareholders' meeting.
Article 27. If there are any earnings in the annual final accounts of the Company, it shall first pay the tax and make up for the previous losses, and the allocate 10% of the balance as the legal reserve; however, the requirement does not apply when the accumulated legal reserve has
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reached the total capital of the Company. In addition, a special reserve shall be appropriated in accordance with the law or the regulations of the competent authority. If there is still a balance of earnings in the current year, then the board meeting shall draw up a proposal on the distribution of earnings based on the balance together with the accumulated undistributed earnings in the previous year, and submit it to the shareholders' meeting for resolution.
If all or part of the dividend and bonus or legal reserve and capital reserve is to be paid in cash, the board meeting shall be authorized to make a resolution where the meeting is attended by more than two-thirds of the directors and the consent is obtained from more than half of the directors present, and the resolution shall be reported to the shareholders' meeting. The Company's dividend policy is to distribute the company's distributable earnings up to 90% to shareholders in the form of dividends. According to the future capital expenditure budget and capital demand situation, the cash dividend of the company's dividends will not be less than 20%.
Chapter 7. Supplementary Provisions
Article 28. Matters not stipulated in the Articles of Association shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 29. The Articles of Association were established on June 19, 2018.
The first revision was made on June 21, 2029.
The second revision was made on June 17, 2022.
The third revision was made on May 28, 2025.
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Appendix II
FIT Holding Co., Ltd.
Rules of Procedure of Shareholders’ Meetings
I. The shareholders’ meeting of the Company shall be conducted in accordance with these rules unless otherwise provided by laws and regulations.
II. The shareholder (or proxy) attending the meeting shall hand in the attendance card to replace sign-in. The number of share rights present shall be calculated according to the number of share rights on the above-mentioned attendance cards plus the number of share rights exercised by electronic means.
III. The attendance and voting at the shareholders’ meeting shall be based on the number of shares.
IV. The place of the shareholders’ meeting shall be the place where the Company is located or where it is convenient for the shareholders to attend. The meeting time shall not be before 9 a.m. or after 3 p.m.
V. If the shareholders’ meeting is convened by the board of directors, the chairman of the board shall preside over the meeting. When the chairman is on leave or unable to perform his duties for some reason, the vice chairman shall act as his proxy. If there is no vice chairman or when the vice chairman is also on leave or unable to perform his duties for some reason, the chairman shall appoint a managing director as the proxy; if there are no managing directors, the chairman shall appoint a director as the proxy. If the chairman does not appoint any proxy, the managing directors or the directors shall elect one among them to act as the proxy.
If the shareholders’ meeting is convened by a convener other than a member of the board of directors, the convener shall be the chairman of the meeting.
VI. The Company may appoint its designated lawyers, accountants or related personnel to attend the shareholders meeting as non-voting delegates.
Personnel handling the affairs of the shareholders’ meeting shall wear identification cards or armbands.
VII. The entire process of the shareholders’ meeting shall be audio or video recorded. The recording shall be kept for at least one year.
VIII. The chairman shall call the meeting to order at the specified meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a meeting postponement, provided that the number of such postponement is no more than two, and the total time no more than 1 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 paragraph 1, Article 175 of the Company Act.
Before the end of the meeting, if the number of shares represented by the shareholders present reaches more than half of the total number of issued shares, the chairman may, in accordance with Article 174 of the Company Act, re-submit the tentative resolution to the meeting for voting.
IX. If a shareholders’ meeting is convened by the board of directors, the agenda of the meeting shall be set by the board of directors. The meeting shall be conducted according to the scheduled agenda which shall not be changed without the resolution of the shareholders’ meeting.
If a shareholders’ meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding paragraph shall apply mutatis mutandis.
Before the conclusion of the agenda (including extemporary motions) set out in the two paragraphs above, the chairman shall not declare the meeting adjourned without a resolution.
If the chairman violates the rules of procedure and announces the meeting adjourned, with the consent of more than half of the voting rights of the shareholders present, another person may be elected to be the chairman to continue the meeting.
After the closing of the meeting, the shareholders shall not elect another chairman to continue the meeting at the original place or at another place.
X. Before speaking, an attending shareholder shall fill out a speech slip, specifying his/her shareholder account number (or attendance card number) and account name. The order in which shareholders speak will be set by the chairman.
A shareholder in attendance who has submitted a speech slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speech slip, the spoken content 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 chairman and the shareholder that has the floor; the chairman shall stop any violation.
XI. For the same proposal, each shareholder shall not speak more than twice without the consent of the chairman, and each speech shall not exceed five minutes. If the shareholder’s speech violates the rules above or exceeds the scope of the agenda item, the chairman may terminate the speech.
XII. When a legal person is entrusted to attend the shareholders’ meeting, it may only appoint one representative to attend.
When a legal person shareholder appoints two or more representatives to attend a shareholders’
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meeting, only one of the representatives so appointed may speak on the same motion.
XIII. After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
XIV. When the chairman is of the opinion that the motion and the amendment or extraordinary motion put forward by the shareholder has been discussed sufficiently for a vote, the chairman may announce the discussion closed and call for a vote.
XV. Vote scrutinizing and counting personnel for the voting on a motion, if required, shall be appointed by the chairman, provided that all the scrutinizing personnel shall be shareholders of the Company. The results of voting shall be reported on the spot and recorded.
XVI. The chairman may announce a break during the meeting at his discretion.
XVII. Unless otherwise stipulated in the Company Act and the Articles of Association of the Company, a proposal shall be approved with the consent of more than half of the voting rights of the shareholders present. If the chairman makes an inquiry to the shareholders present and there is no objection to the resolution, the resolution shall be deemed to be approved, and its effect shall be the same as the voting result.
XVIII. When there is an amendment or replacement to a proposal, the chairman shall determine the order of voting together with that of the original proposal. If one of the proposals is approved, the other proposals shall be deemed to be rejected and no more voting shall be needed.
XIX. The chairman may command the picket (or security personnel) to assist in maintaining the order of the meeting venue. When assisting in maintaining order, the picket (or security personnel) shall wear an armband or identification card with the word "picket".
XX. Matters not specified in these Rules shall be handled in accordance with the Company Act, relevant laws and regulations and the Articles of Association of the Company.
XXI. These Rules shall come into force after being approved by the shareholders' meeting, and the same procedure shall apply when they are amended
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Appendix III
FIT Holding Co., Ltd.
Shareholdings of Directors
- Minimum number of shares to be held by all directors and details of shares registered in the register of shareholders
Unit: Shares
| Job title | Minimum number of shares to be held | Number of shares registered in the register of shareholders |
|---|---|---|
| Director | 12,000,000 | 66,494,069 |
- Details of shares held by Directors
Unit: Shares
| Job title | Account name | Number of shares registered in the register of shareholders |
|---|---|---|
| Chairman | Foxlink International Investment Ltd. representative: T.C. Gou | 58,303,464 |
| Director | Foxlink International Investment Ltd. representative: Kufn Lin | 58,303,464 |
| Director | Hsin Hung International Investment Co., Ltd.Representative: Jeffrey Cheng | 5,419,329 |
| Director | Hsin Hung International Investment Co., Ltd.Representative: Hwee Kian Lim | 5,419,329 |
| Director | Foxlink Taiwan Investment Co., Ltd. Representative: Vivien Liu | 2,771,276 |
| Director | Foxlink Taiwan Investment Co., Ltd. Representative: Semi Wang | 2,771,276 |
| Independent Director | Ralph Chen | 0 |
| Independent Director | Chen-Rong Chiang | 0 |
| Independent Director | Hong Te Lu | 0 |
Note: Book closure date : April 25,2026.