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FLYTECH — Annual Report 2026
Apr 24, 2026
52531_rns_2026-04-24_85772b3d-84be-449d-be05-58c71293ef06.pdf
Annual Report
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股票代碼 : 6206
==> picture [398 x 46] intentionally omitted <==
一一五年股東常會
議 事 手 冊
會議召開方式:實體召開 中華民國一一五年五月二十七日
Table of Contents
2026 Agenda of Annual Meeting of Shareholders of Flytech Technology Co., Ltd. ...... 1 Management Presentation (Company Reports) ........................................................... 2 Proposals for Ratification .............................................................................................. 3 Discussions .................................................................................................................. 4 Extemporary Motions ................................................................................................. 4 Appendix 1. Business Report ...................................................................................... 5 Appendix 2. Audit Committee's Review Report ............................................................ 7 Appendix 3. 2025 Financial Statements ........................................................................ 8 Appendix 4. Statement of earnings distribution in 2025 ............................................ 27 Appendix 5. Mapping of the “Operational Procedures for Loaning of Company Funds” before and after amendment .................................................... 28 Appendix 6. Company Corporate Charter ................................................................... 29 Appendix 7. Rules of Procedure for Shareholder Meetings ....................................... 34 Appendix 8. Schedule of Director Shareholding ......................................................... 47
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2026 Agenda of Annual Meeting of Shareholders of Flytech Technology Co., Ltd.
Time: 9:00 a.m. on (Wednesday), May 27, 2026
Place: 4F, Building E, No. 19-11, Sanchong Road, Nangang District, Taipei City(Nankang Software Incubator)
Meeting Procedure:
I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
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The 2025 Business Report.
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The 2025 Audit committee’s Review Report.
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The 2025 distribution of remuneration to employees and directors.
IV. Proposals for Ratification
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1 Adoption of 2025 Financial Statements.
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2 Adoption of the Proposal for Distribution of 2025 Profits.
V. Discussions
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Amendment to the ”Operational Procedures for Loaning of Company Funds”.
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Exemption of the limitation of non-competition on the directors of the Company.
VI. Other Motions
VII. Extemporary Motions
VIII. Adjournment
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Management Presentation (Company Reports)
Proposal 1:
Proposal: The 2025 Business Report.
-
Explanation: 1. The 2025 Business Report is attached as page 5~6.
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The Chairman reports on business operation in 2025.
Proposal 2:
Proposal: Audit committee’s Review Report
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Explanation: 1. The financial statements of Flytech covering FY2025 was audited and reviewed by the audit committee. The “Audit committee’s Review Report”, “Auditors’ Report” and related statements please refer to page 7~26.
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The Chairman of Audit committee to present the Report.
Proposal 3:
Proposal: The 2025 distribution of remuneration to employees and directors.
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Explanation: 1. According to the Articles of Incorporation of Flytech: the Company shall appropriate 3%~15% as remuneration to employees (A minimum of 10% of total employee remuneration shall be allocated to grassroots-level employees.) and no more than 3% as remuneration to Directors from its earnings of the year.
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The Compensation Committee, audit committee and the Board resloved on March 6, 2026 to appropriate NT$84,100,000 as remunerations to employees and NT$7,000,000 as remunerations to Directors.
2
Proposals for Ratification
Proposal 1: (Proposed by the Board)
Proposal: Adoption of the 2025 Financial Statements.
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Explanation: 1. The business report and financial statements (including the consolidated financial statements) of 2025 have been passed by the Board in a session held on March 6, 2026 where the financial statements (including the consolidated financial statements) have been audited by Shih-Chun Hsu,CPA and HueiChen Chang,CPA, of KPMG Taiwan with certification, and have been referred to the audit committee for review on March 6, 2026.
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Please refer to page 7~26 for details.
Resolution:
Proposal 2: (Proposed by the Board)
Proposal: Adoption of the Proposal for Distribution of 2025 Profits
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Explanation: 1. To maintain a stable dividend policy and vitalize the financial structure, the Company appropriated 10% of its earnings in 2025 as legal reserve amounting to NT$93,463,010.
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The Board proposed to payout cash dividend to shareholders amounting to NT$786,842,782 at NT$5.5/share in accordance with the Articles of Incorporation. The calculation is rounded to the nearest TWD and the fraction was included as a part of other incomes of the Company. The proposal will be presented to the regular session of the Shareholders’ Meeting for ratification with authorization to the Chairman to set the exdividend day, payment day, and to handle related matters.
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The quantity of outstanding shares may be affected by the repurchase of treasury shares by the Company for assignment to the employees, the exercise of ESOP by employees for subscription of shares, and the conversion of domestic convertible bonds into shares prior to the ex-dividend day, to the extent that the ratio of dividend payment to the shareholders will be subject to adjustment; the Chairman shall be authorized to handle the change.
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For information on the distribution of net income, Please refer to page 27 for details.
Resolution:
3
Discussions
Proposal 1: (Proposed by the Board)
Proposal: Amendment to the ”Operational Procedures for Loaning of Company Funds”
- Explanation : To support operational development, the Company amended its “Operational Procedures for Loaning of Company Funds” to permit inter-company fund lending among holding subsidiaries and their invested or controlled companies, subject to actual business needs. For details of the amendments, please refer to pages 28.
Resolution:
Proposal 2: (Proposed by the Board)
Proposal: Exemption of the limitation of non-competition on the directors of the Company.
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Explanation: 1. Pursuant to Article 209 of the Company Act “If a director is engaged in activities which are within the business scope of the company, either for his/her own sake or on behalf of others, the director should explain to the Shareholders’ Meeting the major contents of such activities and obtain approval accordingly.”
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Inasmuch as the rapid changing of the economic environment in the technology industry, it would be necessary for the Directors to contribute their expertise and experience to the Company. The Board hereby moves to remove the restriction of no competition among the newly elected Directors and their representatives for the consent of the Shareholders’ Meeting.
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Other new positions held by the director:
| Title | Name | Current otherpositions |
|---|---|---|
| Cairman | Lam, Tai Seng | Director of FLYTECH TECHNOLOGY(DONGGUAN)CO., LTD. |
Resolution:
Extemporary Motions
Adjournment
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Appendix 1
Business Report
Dear shareholders,
Market Environment
2025 has been an exceptionally challenging year for Flytech. In the face of a rapidly shifting international landscape, we have consistently adopted a prudent yet proactive approach to navigate uncertainties and market volatility. The early-year introduction of US reciprocal tariff policies, followed by the sharp appreciation of the New Taiwan dollar in the second quarter, posed direct challenges to our export competitiveness and margins. In the second half of the year, global tech giants accelerated investments in AI infrastructure, leading to a reallocation of supply chain resources. This surge increased the costs of upstream materials and critical components, once again presenting the IPC industry with the challenge of supply constraints.
At the same time, we also saw new growth opportunities emerge. As edge computing, Vision AI, and related applications moved further into real-world deployment, demand for integrated solutions continued to grow across retail, hospitality, industrial automation, and the medical sector. Flytech will continue to strengthen its core competencies through R&D and ongoing product innovation.
Financial Performance
In 2025, Flytech reported consolidated revenue of NT$5.033 billion, gross profit of more than NT$2.2 billion, a record operating margin of 25%, and earnings per share of NT$6.90. These results reflect the progress we have made in optimizing our customer mix, deepening vertical application deployment, and improving operating efficiency.
In our core business, we continued to increase product penetration among existing customers while expanding into new markets. Supported by our strengths in in-house R&D, manufacturing, and design innovation, we launched a new-generation product featuring the world’s narrowest touch bezel technology, further strengthening our competitiveness in global markets. In software, our three subsidiaries, Berry AI, Inefi, and Angible, also made solid progress. Their combined annual revenue contribution exceeded NT$100 million for the first time, demonstrating strong momentum in recurring revenue growth and laying the foundation for the our second growth engine.
Strategy and Execution
With AI adoption accelerating in real-world applications, end markets are showing rising demand for edge computing capabilities and intelligent decision-making. In 2026, Flytech will move forward under the strategic theme of “Redefine Endpoint Value” and continue to deepen its strategy of highly integrated hardware and AI-enabled software. Our goal is to transform endpoints from standalone hardware devices into intelligent nodes with edge computing capabilities that connect payment flows, information flows, and decision flows, helping customers improve efficiency and operating performance.
We will focus on two priorities: scalable deployment and real-time computing and recognition. At the same time, we will continue increasing the share of recurring software revenue in our business mix. This will support Flytech’s transition from a hardware supplier to a solutions and services provider, enhance service quality and value creation, and deliver more stable long-term returns to shareholders.
Sustainability and Regulatory Environment
Flytech Technology is dedicated to robust ESG governance and risk management. Guided by GRI, SASB,
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and TCFD frameworks, we consistently publish sustainability reports and conduct annual carbon verification, and our 2025 organizational-level carbon inventory is complete. We are committed to delivering “Safety, Environmental Protection, and Sustainability” products by tracking carbon footprints and integrating recycled materials to meet our customers' low carbon supply chain requirements.
Looking Ahead
Flytech will continue to strengthen supply chain responsiveness, product delivery quality, and talent development. We remain committed to our customers, employees, and shareholders, and will continue to enhance corporate value and global competitiveness while delivering long-term, stable, and sustainable returns.
May you all have a wonderful year of 2026
Flytech Technology Co., Ltd. Lam, Tai Seng, Chairman Shyu, Jia Horng, Manager Wu, Pi Tao, Accountant in charge
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Appendix 2
Audit Committee’s Review Report
To: The 2026 Annual Meeting of Shareholders of This Company
We reviewed the financial statements (including the consolidated financial statements) of Flytech Technology Co., Ltd. in 2025, which have been audited by Shih-Chun Hsu,CPA and Huei-Chen Chang,CPA, with the issuance of the Auditors’ Report. We also reviewed the business report and the proposal for the distribution of earnings, which we found to be conforming to applicable laws and principles. We hereby report on our review pursuant to Article 14-4 of the Securities Exchange Law and Article 219 of the Company Law.
Best regards
Flytech Technology Co., Ltd.
The Chairman of Audit Committee: Chen, Kuo Hung
March 6, 2026
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Appendix 3
Independent Auditors’ Report
To the Board of Directors of Flytech Technology Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Flytech Technology Co., Ltd. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Flytech Technology Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Flytech Technology Co., Ltd. and its subsidiaries 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for Flytech Technology Co., Ltd. and its subsidiaries’ consolidated financial statements for the year ended December 31, 2025 are stated as follows:
- Revenue recognition
Please refer to Note 4(o) for accounting policy on revenue recognition and Note 6(t) for related disclosures of revenue recognition, respectively, to the notes to the consolidated financial statements.
Description of key audit matter:
Revenue is recognized based on the various trade terms agreed with customers. This exposes Flytech Technology Co., Ltd. and its subsidiaries to the risk that the sales transactions made close to the balance sheet date are not recorded in the appropriate period. Consequently, the revenue recognition has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included understanding the types of revenue, contract provisions and trade terms to assess the accuracy of the timing of revenue recognition; assessing whether revenue is recognized based on the trade terms with customers through testing the design and operating effectiveness of Flytech Technology Co., Ltd. and its subsidiaries’ internal controls over financial reporting on sales and collection cycle and reviewing the related trade documents; and performing a sample test on the sales transactions that took place before and after the balance sheet date to determine when the performance obligation has been satisfied by transferring control over the goods to a customer to assess the accuracy of the timing of revenue recognition.
Other Matter
Flytech Technology Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified audit opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing Flytech Technology Co., Ltd. and its subsidiaries’ 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 Flytech Technology Co., Ltd. and its subsidiaries 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 Flytech Technology Co., Ltd. and its subsidiaries’ financial reporting process.
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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:
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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.
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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 Flytech Technology Co., Ltd. and its subsidiaries’ internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Flytech Technology Co., Ltd. and its subsidiaries’ 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 Flytech Technology Co., Ltd. and its subsidiaries 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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Flytech Technology Co., Ltd. and its subsidiaries 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.
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 identified during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Hsu, Shih-Chun and Chang, Huei-Chen.
KPMG
Taipei, Taiwan (Republic of China) March 6, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss-current (note 6(b)) 1120 Financial assets at fair value through other comprehensive income-current (note 6(c)) 1136 Financial assets measured at amortized cost-current (notes 6(d) and 8) 1150-1170 Notes and accounts receivable, net (notes 6(e) and (t)) 130X Inventories (note 6(f)) 1410-1470 Prepayments and other current assets Total current assets Non-current assets: 1535 Financial assets measured at amortized cost-non-current (note 6(d)) 1550 Investments accounted for using equity method (note 6(g)) 1600 Property, plant and equipment (note 6(i)) 1755 Right-of-use assets (note 6(j)) 1780 Intangible assets (note 6(k)) 1840 Deferred income tax assets (note 6(p)) 1915 Prepayments for equipment 1920 Refundable deposits Total non-current assets Total assets |
December 31, 2025 Amount % $ 2,218,400 36 61 - 3,591 - 720,324 12 901,936 14 792,609 13 130,922 2 4,767,843 77 79,871 1 - - 1,061,214 17 24,644 1 195,003 3 39,835 1 4,450 - 2,280 - 1,407,297 23 $ 6,175,140 100 |
**December 31, ** | 2024 % 42 - - 6 19 9 1 |
|---|---|---|---|
| Amount $ 2,218,400 61 3,591 720,324 901,936 792,609 130,922 4,767,843 79,871 - 1,061,214 24,644 195,003 39,835 4,450 2,280 1,407,297 $ 6,175,140 |
Amount 2,568,825 - 3,591 352,159 1,152,481 560,176 66,264 4,703,496 118,572 2,490 1,018,795 26,353 200,313 38,718 3,540 2,326 1,411,107 6,114,603 |
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| 77 | |||
2 - 17 - 3 1 - - |
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| 23 | |||
| 100 |
See accompanying notes to the consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity Current liabilities: 2120 Financial liabilities at fair value through profit or loss-current (note 6(b)) 2130 Contract liabilities-current (note 6(t)) 2170 Accounts payable 2200 Other payables (note 6(u)) 2230 Current income tax liabilities 2250 Provisions-current (note 6(n)) 2280 Lease liabilities-current (note 6(m)) 2300 Other current liabilities Total current liabilities Non-current liabilities: 2570 Deferred income tax liabilities (note 6(p)) 2640 Net defined benefit liabilities (note 6(o)) 2580 Lease liabilities-non-current (note 6(m)) 2600 Other non-current liabilities (note 6(r)) Total non-current liabilities Total liabilities Equity attributable to shareholders of the Parent (notes 6(h) and (q)): 3110 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings 3400 Other equity Total equity attributable to shareholders of the Parent 36XX Non-controlling interests (notes 6(h), (q) and (r)) Total equity Total liabilities and equity |
December 31, 2025 Amount % $ 2,838 - 47,748 1 352,961 6 284,860 5 141,998 2 32,513 - 16,230 - 36,871 1 916,019 15 1,179 - 16 - 13,164 - - - 14,359 - 930,378 15 1,430,623 23 467,407 8 1,448,760 23 - - 1,836,290 30 (1,161) - 5,181,919 84 62,843 1 5,244,762 85 $ 6,175,140 100 |
**December 31, ** | 2024 % - 1 6 4 3 - - 1 |
|---|---|---|---|
| Amount $ 2,838 47,748 352,961 284,860 141,998 32,513 16,230 36,871 916,019 1,179 16 13,164 - 14,359 930,378 1,430,623 467,407 1,448,760 - 1,836,290 (1,161) 5,181,919 62,843 5,244,762 $ 6,175,140 |
Amount - 68,845 345,454 280,136 168,632 31,747 14,128 33,441 942,383 1,633 16 16,058 19,517 37,224 979,607 1,430,623 476,806 1,350,445 36,669 1,821,680 3,798 5,120,021 14,975 5,134,996 6,114,603 |
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| 15 | |||
| - - - 1 |
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| 1 | |||
| 16 | |||
| 23 8 22 1 30 - |
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| 84 | |||
| - | |||
| 84 | |||
| 100 |
See accompanying notes to the consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4000 Revenue (notes 6(t) and 14) 5000 Cost of revenue (notes 6(f), (i), (j), (k), (m), (n), (o), (u) and 12) Gross profit Operating expenses (notes 6(e), (i), (j), (k), (m), (o), (r), (u) and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Total operating expenses Operating income Non-operating income and loss (notes 6(g), (m) and (v)): 7100 Interest income 7190 Other income 7020 Other gains and losses 7050 Finance costs 7370 Share of losses of associate accounted for using equity method Total non-operating income and loss 7900 Income before income tax 7950 Income tax expenses (note 6(p)) Net income Other comprehensive income (note 6(q)): 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurements of defined benefit plans 8316 Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign operations 8399 Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year Total comprehensive income for the year Net income attributable to: 8610 Shareholders of the Parent 8620 Non-controlling interests Total comprehensive income attributable to: 8710 Shareholders of the Parent 8720 Non-controlling interests Earnings per share (in New Taiwan Dollars) (note 6(s)): 9750 Basic earnings per share 9850 Diluted earnings per share |
2025 | % 100 (56) 44 (9) (4) (6) (19) 25 1 - (2) - - (1) 24 (5) 19 - - - - - - - 19 20 (1) 19 20 (1) 19 6.90 6.85 |
2024 | % 100 (56) |
|---|---|---|---|---|
| Amount $ 5,032,627 (2,811,886) 2,220,741 (447,970) (204,735) (306,446) (959,151) 1,261,590 40,348 3,718 (94,729) (710) (2,490) (53,863) 1,207,727 (243,621) 964,106 - - - - (5,381) - (5,381) $ 958,725 $ 986,485 (22,379) $ 964,106 $ 981,526 (22,801) $ 958,725 $ |
Amount 4,606,032 (2,597,374) 2,008,658 (409,416) (194,850) (332,807) (937,073) 1,071,585 40,015 5,162 93,777 (870) (9,292) 128,792 1,200,377 (241,617) 958,760 (697) (2,649) 139 (3,207) 44,717 - 41,510 1,000,270 991,837 (33,077) 958,760 1,032,304 (32,034) 1,000,270 |
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44 |
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| (9) (5) (7) |
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(21) |
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23 |
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1 - 2 - - |
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| 3 | ||||
26 (5) |
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21 |
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| - - - |
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| - | ||||
1 - |
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| 1 | ||||
| 22 | ||||
22 (1) |
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21 |
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23 (1) |
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22 |
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| 6.93 | ||||
| $ | 6.88 |
See accompanying notes to the consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
Equity attributable to shareholders of the Parent
| Balance at January 1, 2024 Net income in 2024 Other comprehensive income (loss) in 2024 Total comprehensive income (loss) in 2024 Appropriation of earnings: Legal reserve Reversal of special reserve Cash dividends Cash dividends from capital surplus Difference between consideration and carrying amount arising from acquisition of shares in subsidiaries Changes in ownership interests in subsidiaries Increase in non-controlling interests Balance at December 31, 2024 Net income in 2025 Other comprehensive income (loss) in 2025 Total comprehensive income (loss) in 2025 Appropriation of earnings: Legal reserve Reversal of special reserve Cash dividends Changes in ownership interests in subsidiaries Stock option compensation cost of subsidiaries Increase in non-controlling interests Balance at December 31, 2025 |
Common stock $ 1,430,623 - - - - - - - - - - 1,430,623 - - - - - - - - - $ 1,430,623 |
Capital surplus 538,938 - - - - - - (71,531) - 9,399 - 476,806 - - - - - - (9,399) - - 467,407 |
Retained earnings | Retained earnings | Subtotal 2,726,365 991,837 - 991,837 - - (500,718) - (8,690) - - 3,208,794 986,485 - 986,485 - - (858,374) (51,855) - - 3,285,050 |
Other equity | Other equity | Subtotal (36,669) - 40,467 40,467 - - - - - - - 3,798 - (4,959) (4,959) - - - - - - (1,161) |
Equity attributable to shareholders of the Parent 4,659,257 991,837 40,467 1,032,304 - - (500,718) (71,531) (8,690) 9,399 - 5,120,021 986,485 (4,959) 981,526 - - (858,374) (61,254) - - 5,181,919 |
Non-control ling interests 45,217 (33,077) 1,043 (32,034) - - - - 8,690 (9,399) 2,501 14,975 (22,379) (422) (22,801) - - - 61,254 9,286 129 62,843 |
Total equity 4,704,474 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 1,300,259 - - - 50,186 - - - - - - 1,350,445 - - - 98,315 - - - - - 1,448,760 |
Special reserve 49,435 - - - - (12,766) - - - - - 36,669 - - - - (36,669) - - - - - |
Unappropriated earnings 1,376,671 991,837 - 991,837 (50,186) 12,766 (500,718) - (8,690) - - 1,821,680 986,485 - 986,485 (98,315) 36,669 (858,374) (51,855) - - 1,836,290 |
Foreign currency translation differences (33,655) - 43,674 43,674 - - - - - - - 10,019 - (4,959) (4,959) - - - - - - 5,060 |
Unrealized losses from financial assets measured at fair value through other comprehensive income - - (2,649) (2,649) - - - - - - - (2,649) - - - - - - - - - (2,649) |
Remeasurements of defined benefit plans (3,014) - (558) (558) - - - - - - - (3,572) - - - - - - - - - (3,572) |
||||||||
958,760 41,510 |
|||||||||||||
1,000,270 |
|||||||||||||
- - (500,718) (71,531) - - 2,501 |
|||||||||||||
5,134,996 |
|||||||||||||
964,106 (5,381) |
|||||||||||||
958,725 |
|||||||||||||
- - (858,374) - 9,286 129 |
|||||||||||||
| 5,244,762 |
See accompanying notes to the consolidated financial statements.
15
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments for: Adjustments to reconcile profit or loss: Depreciation Amortization Provision (reversal) of expected credit loss Net gain on financial assets and liabilities measured at fair value through profit or loss Share-based compensation cost Reversal of compensation cost phantom stock appreciation rights plan Share of loss of associate accounted for using equity method Loss on disposal of property, plant and equipment Interest expense Interest income Total non-cash profit and loss Changes in operating assets and liabilities: Changes in operating assets: Financial assets mandatorily measured at fair value through profit or loss Financial assets measured at amortized cost Notes and accounts receivable Inventories Prepayments and other current assets Net changes in operating assets Changes in operating liabilities: Financial liabilities held for trading Contract liabilities Accounts payable Other payables Provisions Other current liabilities Net defined benefit liabilities Net changes in operating liabilities Total changes in operating assets and liabilities Cash provided by operations Income taxes paid Net cash provided by operating activities |
2025 $ 1,207,727 88,205 8,994 (23) - 9,286 (19,517) 2,490 - 710 (40,348) 49,797 (61) (1,234) 250,554 (232,433) (64,447) (47,621) 2,838 (21,097) 7,507 4,724 766 3,430 - (1,832) (49,453) 1,208,071 (272,221) 935,850 |
2024 1,200,377 79,380 9,106 428 (23,619) 6,500 - 9,292 16 870 (40,015) 41,958 - (113) (335,375) (3,075) (36,868) (375,431) - (16,292) 14,614 30,744 3,749 16,373 (8) 49,180 (326,251) 916,084 (226,119) 689,965 |
|---|---|---|
(Continued)
See accompanying notes to the consolidated financial statements.
16
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) FLYTECH TECHNOLOGY CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities: Purchase of financial assets at fair value through other comprehensive income Increase in financial assets measured at amortized cost Proceeds from disposal of financial assets at fair value through profit or loss Additions to property, plant and equipment (including prepayments for equipment) Additions to intangible assets Decrease (increase) in refundable deposits Interest received Net cash flows used in investing activities Cash flows from financing activities: Payment of lease liabilities Cash dividends distributed to shareholders Capital injection from non-controlling interests Decrease in non-controlling interests Interest paid Net cash flows used in financing activities Effect of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2025 - (326,166) - (115,769) (3,561) 46 38,299 (407,151) (15,523) (858,374) 129 - (710) (874,478) (4,646) (350,425) 2,568,825 $ 2,218,400 |
2024 (3,240) (91,752) 33,302 (56,296) (6,540) (410) 36,489 (88,447) (14,240) (572,249) 32,201 (29,700) (870) (584,858) 42,965 59,625 2,509,200 2,568,825 |
|---|---|---|
See accompanying notes to the consolidated financial statements.
17
Independent Auditors’ Report
To the Board of Directors of Flytech Technology Co., Ltd.:
Opinion
We have audited the parent-company-only financial statements of Flytech Technology Co., Ltd., which comprise the parent-company-only balance sheets as of December 31, 2025 and 2024, the parent-company-only statements of comprehensive income, changes in equity and 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, the accompanying parent-company-only financial statements present fairly, in all material respects, the financial position of Flytech Technology Co., Ltd. as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of Flytech Technology Co., Ltd. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent-company-only financial statements of the current period. These matters were addressed in the context of our audit of parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for Flytech Technology Co., Ltd.’s parent-company-only financial statements for the year ended December 31, 2025 are stated as follows:
- Revenue recognition
Please refer to Note 4(n) for accounting policy on revenue recognition and Note 6(o) for related disclosures of revenue recognition, respectively, to the notes to the parent-company-only financial statements.
Description of key audit matter:
Revenue is recognized based on the various trade terms agreed with customers. This exposes Flytech Technology Co., Ltd. to the risk that the sales transactions made close to the balance sheet date are not recorded in the appropriate period. Consequently, the revenue recognition has been identified as one of the key audit matters.
18
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included understanding the types of revenue, contract provisions and trade terms to assess the accuracy of the timing of revenue recognition; assessing whether revenue is recognized based on the trade terms with customers through testing the design and operating effectiveness of Flytech Technology Co., Ltd.’s internal controls over financial reporting on sales and collection cycle and reviewing the related trade documents; and performing a sample test on the sales transactions that took place before and after the balance sheet date to determine when the performance obligation has been satisfied by transferring control over the goods to a customer to assess the accuracy of the timing of revenue recognition.
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 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 Flytech Technology Co., Ltd.’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 Flytech Technology Co., Ltd. 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 Flytech Technology Co., Ltd.’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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:
-
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.
-
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 Flytech Technology Co., Ltd.’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
19
-
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 Flytech Technology Co., Ltd.’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 Flytech Technology Co., Ltd. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using equity method to express an opinion on these parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remained solely responsible for our audit opinion.
We communicated 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 identified 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 determined 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 described these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Hsu, Shih-Chun and Chang, Huei-Chen.
KPMG
Taipei, Taiwan (Republic of China) March 6, 2026
Notes to Readers
The accompanying parent-company-only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent-company-only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’report and parent-company-only financial statements, the Chinese version shall prevail.
20
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. Parent-Company-Only Balance Sheets December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss-current (note 6(b)) 1136 Financial assets measured at amortized cost-current (notes 6(c), 7 and 8) 1150-1170 Notes and accounts receivable, net (notes 6(d) and (o)) 1180 Accounts receivable from related parties (notes 6(d), (o) and 7) 130X Inventories (note 6(e)) 1410-1470 Prepayments and other current assets Total current assets Non-current assets: 1550 Investments accounted for using equity method (note 6(f)) 1600 Property, plant and equipment (note 6(g)) 1755 Right-of-use assets 1780 Intangible assets (note 6(h)) 1840 Deferred income tax assets (note 6(l)) 1915 Prepayments for equipment 1920 Refundable deposits Total non-current assets Total assets |
December 31, 2025 Amount % $ 1,310,226 22 61 - 302,367 5 716,859 12 45,795 1 710,667 12 106,590 2 3,192,565 54 1,665,460 28 1,025,076 17 3,163 - 18,285 - 35,890 1 4,450 - 285 - 2,752,609 46 $ 5,945,174 100 |
December 31, 2024 Amount % 1,694,675 29 - - 202,632 3 910,823 16 23,349 - 508,285 9 47,574 1 3,387,338 58 1,434,205 24 977,258 17 552 - 23,741 - 36,764 1 3,540 - 285 - 2,476,345 42 5,863,683 100 |
December 31, 2024 Amount % 1,694,675 29 - - 202,632 3 910,823 16 23,349 - 508,285 9 47,574 1 3,387,338 58 1,434,205 24 977,258 17 552 - 23,741 - 36,764 1 3,540 - 285 - 2,476,345 42 5,863,683 100 |
|---|---|---|---|
| Amount $ 1,310,226 61 302,367 716,859 45,795 710,667 106,590 3,192,565 1,665,460 1,025,076 3,163 18,285 35,890 4,450 285 2,752,609 $ 5,945,174 |
Amount 1,694,675 - 202,632 910,823 23,349 508,285 47,574 3,387,338 1,434,205 977,258 552 23,741 36,764 3,540 285 2,476,345 5,863,683 |
||
| 58 | |||
| 24 17 - - 1 - - |
|||
| 42 | |||
| 100 |
See accompanying notes to the parent-company-only financial statements.
21
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD.
Parent-Company-Only Balance Sheets (Continued) December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity Current liabilities: 2120 Financial liabilities at fair value through profit or loss-current (note 6(b)) 2130 Contract liabilities-current (note 6(o)) 2150-2170 Accounts payable 2200 Other payables (note 6(p)) 2220 Other payables to related parties (note 7) 2230 Current income tax liabilities 2250 Provisions-current (note 6(j)) 2280 Lease liabilities-current (note 6(i)) 2300 Other current liabilities Total current liabilities Non-current liabilities: 2570 Deferred income tax liabilities (note 6(l)) 2640 Net defined benefit liabilities (note 6(k)) 2580 Lease liabilities-non-current (note 6(i)) Total non-current liabilities Total liabilities Equity (notes 6(f) and (m)): 3110 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings 3400 Other equity Total equity Total liabilities and equity |
December 31, 2025 Amount % $ 2,838 - 24,993 - 334,588 6 243,047 4 3,407 - 136,584 3 12,292 - 1,253 - 1,548 - 760,550 13 769 - 16 - 1,920 - 2,705 - 763,255 13 1,430,623 24 467,407 8 1,448,760 24 - - 1,836,290 31 (1,161) - 5,181,919 87 $ 5,945,174 100 |
December 31, 2024 Amount % - - 32,174 1 298,417 5 232,144 4 3,230 - 163,912 3 10,975 - 564 - 1,461 - 742,877 13 769 - 16 - - - 785 - 743,662 13 1,430,623 24 476,806 8 1,350,445 23 36,669 1 1,821,680 31 3,798 - 5,120,021 87 5,863,683 100 |
December 31, 2024 Amount % - - 32,174 1 298,417 5 232,144 4 3,230 - 163,912 3 10,975 - 564 - 1,461 - 742,877 13 769 - 16 - - - 785 - 743,662 13 1,430,623 24 476,806 8 1,350,445 23 36,669 1 1,821,680 31 3,798 - 5,120,021 87 5,863,683 100 |
|---|---|---|---|
| Amount $ 2,838 24,993 334,588 243,047 3,407 136,584 12,292 1,253 1,548 760,550 769 16 1,920 2,705 763,255 1,430,623 467,407 1,448,760 - 1,836,290 (1,161) 5,181,919 $ 5,945,174 |
Amount - 32,174 298,417 232,144 3,230 163,912 10,975 564 1,461 742,877 769 16 - 785 743,662 1,430,623 476,806 1,350,445 36,669 1,821,680 3,798 5,120,021 5,863,683 |
||
| 13 | |||
| - - - |
|||
| - | |||
| 13 | |||
| 24 8 23 1 31 - |
|||
| 87 | |||
| 100 |
See accompanying notes to the parent-company-only financial statements.
22
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD.
Parent-Company-Only Statements of Comprehensive Income For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4000 Revenue (notes 6(o) and 7) 5000 Cost of revenue (notes 6(e), (g), (h), (i), (j), (k), (p), 7 and 12) Gross profit 5910 Realized (unrealized) gross profit on sales to subsidiaries Realized gross profit Operating expenses (notes 6(g), (h), (i), (k), (p), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Total operating expenses Operating income Non-operating income and loss (notes 6(i) and (q)): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7375 Share of losses of subsidiaries accounted for using equity method Total non-operating income and loss Income before income tax 7950 Income tax expenses (note 6(l)) Net income Other comprehensive income (notes 6(k) and (l)): 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurements of defined benefit plans 8330 Share of other comprehensive loss of subsidiaries accounted for using equity method 8349 Income tax related to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign operations 8399 Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year Total comprehensive income for the year Earnings per share (in New Taiwan Dollars) (note 6(n)) : 9750 Basic earnings per share 9850 Diluted earnings per share |
2025 | % 100 (56) 44 (1) 43 (4) (4) (5) (13) 30 - - (2) - (1) (3) 27 (5) 22 - - - - - - - - 22 6.90 6.85 |
2024 | % 100 (57) |
|---|---|---|---|---|
| Amount $ 4,564,427 (2,576,919) 1,987,508 (22,399) 1,965,109 (201,420) (193,814) (201,278) (596,512) 1,368,597 21,231 2,425 (96,131) (27) (71,814) (144,316) 1,224,281 (237,796) 986,485 - - - - (4,959) - (4,959) (4,959) $ 981,526 $ |
Amount 4,028,793 (2,298,865) 1,729,928 16,806 1,746,734 (178,157) (185,866) (208,428) (572,451) 1,174,283 25,370 2,969 94,723 (20) (72,881) 50,161 1,224,444 (232,607) 991,837 (697) (2,649) 139 (3,207) 43,674 - 43,674 40,467 1,032,304 |
|||
43 - |
||||
| 43 | ||||
| (4) (5) (5) |
||||
(14) |
||||
29 |
||||
1 - 2 - (2) |
||||
1 |
||||
30 (5) |
||||
25 |
||||
| - - - |
||||
| - | ||||
1 - |
||||
| 1 | ||||
| 1 | ||||
| 26 | ||||
| 6.93 | ||||
| $ | 6.88 |
See accompanying notes to the parent-company-only financial statements.
23
6
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. Parent-Company-Only Statements of Changes in Equity For the years ended December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2024 Net income in 2024 Other comprehensive income (loss) in 2024 Total comprehensive income (loss) in 2024 Appropriation of earnings: Legal reserve Reversal of special reserve Cash dividends Cash dividends from capital surplus Difference between consideration and carrying amount arising from acquisition of shares in subsidiaries Changes in ownership interests in subsidiaries Balance at December 31, 2024 Net income in 2025 Other comprehensive loss in 2025 Total comprehensive income (loss) in 2025 Appropriation of earnings: Legal reserve Reversal of special reserve Cash dividends Changes in ownership interest in subsidiaries Balance at December 31, 2025 |
Common stock $ 1,430,623 - - - - - - - - - 1,430,623 - - - - - - - $ 1,430,623 |
Capital surplus 538,938 - - - - - - (71,531) - 9,399 476,806 - - - - - - (9,399) 467,407 |
Retained earnings | Retained earnings | Subtotal 2,726,365 991,837 - 991,837 - - (500,718) - (8,690) - 3,208,794 986,485 - 986,485 - - (858,374) (51,855) 3,285,050 |
Other | equity | Subtotal (36,669) - 40,467 40,467 - - - - - - 3,798 - (4,959) (4,959) - - - - (1,161) |
Total equity 4,659,257 991,837 40,467 1,032,304 - - (500,718) (71,531) (8,690) 9,399 5,120,021 986,485 (4,959) |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 1,300,259 - - - 50,186 - - - - - 1,350,445 - - - 98,315 - - - 1,448,760 |
Special reserve 49,435 - - - - (12,766) - - - - 36,669 - - - - (36,669) - - - |
Unappropriate d earnings 1,376,671 991,837 - 991,837 (50,186) 12,766 (500,718) - (8,690) - 1,821,680 986,485 - 986,485 (98,315) 36,669 (858,374) (51,855) 1,836,290 |
Foreign currency translation differences (33,655) - 43,674 43,674 - - - - - - 10,019 - (4,959) (4,959) - - - - 5,060 |
Unrealized losses from financial assets measured at fair value through other comprehensive income - - (2,649) (2,649) - - - - - - (2,649) - - - - - - - (2,649) |
Remeasurement s of defined benefit plans (3,014) - (558) (558) - - - - - - (3,572) - - - - - - - (3,572) |
||||||
981,526 |
|||||||||||
- - (858,374) (61,254) |
|||||||||||
5,181,919 |
See accompanying notes to the parent-company-only financial statements.
24
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. Parent-Company-Only Statements of Cash Flows For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments for: Adjustments to reconcile profit or loss: Depreciation Amortization Net gain on financial assets and liabilities measured at fair value through profit or loss Share of loss of subsidiaries accounted for using equity method Interest expense Interest income Unrealized (realized) gross profit on sales to subsidiaries Total non-cash profit and loss Changes in operating assets and liabilities: Changes in operating assets: Financial assets mandatorily measured at fair value through profit or loss Notes and accounts receivable Accounts receivable from related parties Financial assets measured at amortized cost Inventories Prepayments and other current assets Net changes in operating assets Changes in operating liabilities: Financial liabilities at fair value through profit or loss-current Contract liabilities Accounts payable Accounts payable to related parties Other payables Other payable to related parties Provisions Other current liabilities Net defined benefit liabilities Net changes in operating liabilities Total changes in operating assets and liabilities Cash provided by operations Income taxes paid Net cash provided by operating activities |
2025 $ 1,224,281 63,974 8,055 - 71,814 27 (21,231) 22,399 145,038 (61) 193,964 (22,446) 1,683 (202,382) (59,016) (88,258) 2,838 (7,181) 36,171 - 10,903 177 1,317 87 - 44,312 (43,946) 1,325,373 (264,250) 1,061,123 |
2024 1,224,444 56,986 8,623 (23,619) 72,881 20 (25,370) (16,806) 72,715 - (266,821) 20,707 1,102 (34,254) (33,940) |
|---|---|---|
(313,206) |
||
- (26,145) 2,523 1,223 25,396 - 3,562 156 (8) |
||
6,707 |
||
(306,499) |
||
990,660 (211,493) |
||
779,167 |
(Continued)
See accompanying notes to the parent-company-only financial statements.
25
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
FLYTECH TECHNOLOGY CO., LTD. Parent-Company-Only Statements of Cash Flows (Continued) For the years ended December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities: Increase in financial assets measured at amortized cost Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Additions to property, plant and equipment (including prepayments for equipment) Additions to intangible assets Interest received Net cash flows used in investing activities Cash flows from financing activities: Payment of lease liabilities Cash dividends distributed to shareholders Interest paid Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2025 (100,026) - (391,681) (111,799) (2,316) 19,839 (585,983) (1,188) (858,374) (27) (859,589) (384,449) 1,694,675 $ 1,310,226 |
2024 (200,011) 33,302 (139,371) (45,850) (4,786) 25,344 (331,372) (1,113) (572,249) (20) (573,382) (125,587) 1,820,262 1,694,675 |
|---|---|---|
See accompanying notes to the parent-company-only financial statements.
26
Appendix 4
Flytech Technology Co., Ltd.
Statement of earnings distribution in 2025
Unit: NT$
| Unit: NT$ | Unit: NT$ | |
|---|---|---|
| Item | Amount | |
| Subtotal | Total | |
| Opening undistributed earnings Add: 2025 after-tax net profit Less: Adjustment of long-term equity investment interests Less: 10% as legal reserve Less:special reserve Distributable earnings Distribution Cash dividends for shareholders (NT$ 5.5/share) Total of amount paid Closing undistributed earnings |
$ 901,659,058 986,484,531 (51,854,431) (93,463,010) ( 1,160,417) 786,842,782 |
$ 1,741,665,731 786,842,782 $ 954,822,949 |
Manager: Shyu Jia-Horng
Accountant in charge: Wu Pi Tao
Chairman: Lam Tai Seng
27
Appendix 5
Flytech Technology Co., Ltd.
Mapping of the “Operational Procedures for Loaning of Company Funds” before and after
amendment
| Clause | Original clause | Clauses after amendment | Reason for amendment |
|
|---|---|---|---|---|
| Article 13 | 1. Except for the subsidiaries specified in Paragraph 2, all subsidiaries of the Company that are required to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) shall not engage in the lending of funds to others. 2. Subsidiaries of public companies or above shall establish their procedures for loaning funds to others in accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,” and such procedures shall be approved by the Company’s Chairman before being implemented. |
1. Subsidiaries of public companies or above shall establish their procedures for loaning funds to others in accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,” and such procedures shall be approved by the Company’s Chairman before being implemented. 2. Except for the subsidiaries specified in the preceding paragraph, all subsidiaries of the Company that are required to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) may engage in fund lending with their downstream subsidiaries in which they directly hold more than 50% of the voting shares, as well as their upstream parent companies that directly hold more than 50% of the voting shares of such subsidiaries. The relevant limits and operating procedures shall comply with the provisions of these Procedures, and such transactions shall only be conducted after approval by the Company’s Chairman. |
Items have been reordered Amended to allow subsidiaries to engage in fund lending activities |
|
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Appendix 6
Flytech Technology Co., Ltd.
Company Corporate Charter (Before Amendment)
Chapter 1 General Principles
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Article 1: The Company is duly incorporated in accordance with the Company Act bearing the title
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of Flytech Technology Company Limited.
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(The name in Chinese is
飛捷科技股份有限公司) -
Article 2:
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The Company's business operation is as follows:
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(1) CC01110 Computers and Computing Peripheral Equipment Manufacturing
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(2) CC01060 Wired Communication Equipment and Apparatus Manufacturing
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(3) CC01070 Telecommunication Equipment and Apparatus Manufacturing
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(4) CC01080 Electronic Parts and Components Manufacturing
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(5) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
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(6) CC01120 Data Storage Media Manufacturing and Duplicating
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(7) CC01100 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
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(8) CE01030 Photographic and Optical Equipment Manufacturing
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(9) F113050 Wholesale of Computing and Business Machinery Equipment
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(10) F116010 Wholesale of Photographic Equipment
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(11) F118010 Wholesale of Computer Software
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(12) F119010 Wholesale of Electronic Materials
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(13) F213030 Retail sale of Computing and Business Machinery Equipment
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(14) F218010 Retail Sale of Computer Software
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(15) F216010 Retail Sale of Photographic Equipment
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(16) I301010 Software Design Services
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(17) I301020 Data Processing Services
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(18) I301030 Digital Information Supply Services
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(19) I501010 Product Designing
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(20) E605010 Computing Equipment Installation Construction
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(21) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3: The Company is headquartered in Taipei City and may establish branches at home and abroad at the resolution of the Board and the approval of the competent authority where necessary.
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Article 4: The Company may act as a guarantor in favor of a third party as dictated by business operation.
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Article 5: The total investment of the Company is not governed by the limit of total investment under the Company Act.
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Article 6: Public announcements of the Company shall be duly made in accordance with Article 28 of The Company Act.
Chapter 2 Share capital
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Article 7: The Company has stated capital of NT$2.2 billion evenly split up into 220,000,000 shares (including 5,000,000 shares reserved for ESOP, which may be issued in tranches) at NT$10/share. These shares will be offered by the Board in tranches under authorization.
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Article 8: The Company’s shares are ordered with the signature or seal of company’s director affixed for lawful issuance.
The Company is not required to prepare a hard copy of share certificates but shall register with the central depository of securities.
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Article 9: No share transfer is allowed in the period of 60 days prior to a regular session of the Shareholders’ Meeting and 30 days prior to a special session of the Shareholders’ Meeting, or, 5 days prior to the dividend day or day for the payment of other benefits.
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Article 10: Unless the law provides otherwise, the Company shall duly observe the “Regulations Governing the Administration of Shareholder Services of Public Companies” in the administration of shareholders’ affairs.
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Chapter 3 Shareholders Meetings
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Article 11: The Shareholders’ Meeting convenes in regular sessions and special sessions. Regular sessions will be held within 6 months after the end of the fiscal year. Special sessions will be called for under law where necessary.
The Company’s shareholders’ meetings can be held by means of visual communication network or other methods promulgated by the central competent authority. When the shareholders meeting is held, if the meeting is held by video conference, the shareholders who participate in the meeting through video conference are deemed to be present in person.
The regulations in the preceding two paragraphs, the conditions, operating procedures, and other matters to be complied with by companies that issue shares to the public, if otherwise stipulated by the competent securities authority, shall prevail.
- Article 12: If a particular shareholder cannot attend a session of the Shareholders’ Meeting, such shareholder may appoint a proxy to attend the session by using the power of attorney prepared by the Company specifying the scope of authorization, and affix the authorized signature/seal to the power of attorney. Unless the Company Act provides otherwise, the appointment of a proxy to attend the session of the Shareholders Assembly shall be governed by the “Regulations Governing the Use of Proxies for
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Attendance at Shareholder Meetings of Public Companies”.
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Article 13: Unless the law provides otherwise, shareholders are entitled to 1 vote per holding of each share.
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Article 14: Except otherwise regulated by The Company Act, a shareholders meeting resolution is passed when more than half of all outstanding shares are represented in the meeting, and is approved by more than half of all voting rights represented during the meeting.
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Article 14-1: The resolutions reached in the shareholders’ meeting must be documented in the minutes of meeting for the signature or seal of the Chairman. The minutes of meeting must be distributed to the shareholders in 20 days. The distribution can be made by way of public announcement.
Chapter 4 Directors and Audit Committee
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Article 15: The Company established 7 seats of Directors who will be elected by the Shareholders Assembly under the nomination system. Each Director has a tenure of 3 years in office and may assume a second term of office if reelected. The Company shall take professional liability insurance for the protection of the Directors within their term of office for the protection of Directors in performing their professed duties.
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Of the aforementioned seats of Directors, at least 3 shall be reserved for Independent Directors. The seats for Independent Directors shall not fall below 1/5 of all the seats of Directors. Independent Directors shall be elected under a nomination system. The qualification, nomination and other regulations related to Independent Directors shall be governed by applicable legal rules of the competent authority of securities.
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Article 15-1: The Company established the Audit Committee in accordance with the Securities and Exchange Act. All members of the committee are Independent Directors. The function of the Audit Committee and its members and related matters shall be governed by applicable legal rules of the competent authority of securities.
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Article 16: The Directors shall be organized into the Board of Directors. A Chairman shall be elected among the Directors in a session attended by at least 2/3 of the Directors and a simple majority of the Directors in session and may elect one Vice Chairman in the same manner. The Chairman is the deputy agent of the Company.
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Article 17: The proposal resolutions reached in the board meeting, unless otherwise provided in the Company Act, should be with the attendance of a majority of the directors and the consent of a majority of the directors presented.
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Article 18: In the absence of the Chairman, the use of a proxy shall be governed by Article 208 or Article 205 of the Company Act. If the Board of Directors meeting proceeds by way of video conferencing, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.
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Article 18-1: The convention of a Board of Directors meeting must be advised to all Directors with detailed agenda at least 7 days in advance. However, meetings can be held in shorter notices in case of emergency. The notice of meeting of the Board may be served via E- mail or fax in lieu of writing.
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Article 19: Directors shall attend the session of the Board in person. If a particular Director cannot attend a session in person, such Director may appoint a proxy in writing to attend the session with full power of attorney. Each Director may act as the proxy of only one other Director.
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Article 20: Remuneration to the Directors shall be unaffected by the profit position of the Company. The Board is authorized to grant remuneration to the Directors in commensuration with their participation in the operation of the Company and the contribution value to the Company with reference to industry level. Remuneration shall be effected pursuant to Article 23 if there is a profit.
Chapter 5 Manager
- Article 21: The Company employs Manager; the appointment, dismissal, and remuneration of whom shall comply with Article 29 of The Company Act.
Chapter 6 Accounting
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Article 22: At the end of each fiscal year, the Board shall prepare the following statements and reports and present them to the Shareholders’ Meeting for ratification.
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(1) Business Report
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(2) Financial Statements
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(3) Earnings distribution or loss reimbursement proposal.
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Article 23: The Company shall allocate 3% to 15% of its annual earnings as employee remuneration, with at least 10% of that amount allocated to grassroots-level employees. In addition, up to 3% may be allocated as remuneration to Directors. These allocations are subject to a resolution by the Board of Directors and shall be reported to the Shareholders’ Meeting for ratification.
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Remuneration to employees may be paid in cash or stock. The recipients include the employees of subsidiaries meeting specific conditions. However, when the company still has accumulated losses, an amount equivalent to the loss should be reserved for making up the loss.
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Article 23-1: The Company shall appropriate its earnings, if applicable, for payment of income tax, followed by the write-off of loss carried forward, and 10% as legal reserve. Where necessary and as required by law, the Company shall also appropriate a special reserve. If there is still a balance, pool up with the undistributed income accumulated in previous years for distribution at the proposal of the Board subject to the resolution of the Shareholders’ Meeting. The amount of distribution shall not fall below 60% of write-off of loss carried forward, appropriation of legal reserve, and special reserve
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from the earnings.
The Company takes into account equilibrium and stability in making its dividend policy, and in conjunction with the specific nature of the overall environment and the development of the industry with consideration of long-term financial planning and satisfaction of cash flow needs of the shareholders. Likewise, cash dividend shall not fall below 10% of the total cash dividend and stock dividend resolved to distribute in the year.
Chapter 7 Appendix
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Article 24: Any matters that are not addressed in the Company Corporate Charter (Articles of Incorporation) shall be governed by The Company Act.
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Article 25: The Company Corporate Charter (Articles of Incorporation) was established on July 6, 1984. The 1st amendment was implemented on July 25, 1984. The 2nd amendment was implemented on April 16, 1985. The 3rd amendment was implemented on December 4, 1985. The 4th amendment was implemented on July 30, 1987. The 5th amendment was implemented on April 11, 1988. The 6th amendment was implemented on December 24, 1990. The 7th amendment was implemented on December 31, 1999. The 8th amendment was implemented on May 4, 2000. The 9th amendment was implemented on August 31, 2000. The 10th amendment was implemented on April 10, 2001. The 11th amendment was implemented on May 18, 2002. The 12th amendment was implemented on May 18, 2004. The 13th amendment was implemented on May 18, 2004. The 14th amendment was implemented on June 14, 2006. The 15th amendment was implemented on June 15, 2007. The 16th amendment was implemented on June 16, 2009. The 17th amendment was implemented on June 15, 2010. The 18th amendment was implemented on June 9, 2011. The 19th amendment was implemented on June 15, 2012. The 20th amendment was implemented on June 11, 2014. The 21th amendment was implemented on June 8, 2016. The 22th amendment was implemented on June 8, 2017. The 23th amendment was implemented on June 8, 2018. The 24th amendment was implemented on June 10, 2020. The 25th amendment was implemented on July 7, 2021. The 26th amendment was implemented on June 9, 2023. The 27th amendment was implemented on June 4, 2025.
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Appendix 7
Flytech Technology Co., Ltd.
Rules of Procedure for Shareholder Meetings
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Article 1: This Procedure is instituted in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM-listed Companies for the establishment of a viable corporate governance system under the Shareholders’ Meeting, vitalization of the monitoring function and strengthening the function of management.
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Article 2: Unless otherwise specified by other applicable laws or the Articles of Incorporation of the Company, the parliamentary procedure of the Shareholders’ Meeting of the Company shall be governed by This Procedure.
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Article 3: Calling for the session of the Shareholders’ Meeting and notice of session
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The Board shall call for the session unless otherwise specified in other applicable laws.
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Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
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The company shall hold a videoconference of the shareholders meeting, unless otherwise stipulated in the stock affairs handling guidelines of public offering companies, it shall be specified in the articles of association, and shall be resolved by the board of directors. The resolution of the board of directors shall be passed, and the video conference shareholders meeting shall be implemented by the resolution of the board of directors with the attendance of more than two-thirds of the directors and the consent of more than half of the directors.
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The Company shall have the Annual Meeting of Shareholders notice, proxy and the proposal and information on admission, discussions and directors election and dismissal compiled into electronic files and uploaded to the MOPS 30 days prior to the annual meeting of shareholders or 15 days prior to the extraordinary meeting of shareholders. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
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This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
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(1) For physical shareholders meetings, to be distributed on-site at the meeting.
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(2) For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
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(3) For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
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The notice and announcement shall include information on the reason for the session, and may be delivered via electronic means at the consent of the addressees.
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The election or dismissal of directors, amendments to the Company Corporate Charter (Articles of Incorporation), capital reduction, application for delisting, permission of competition by directors, converting earnings to capital gains, converting reserve to capital gains, dissolution, merger, division or the Company Act, and the Stock Exchange Act shall be stated in the reasons and the material information for convening the meeting not in the motion.
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Shareholders holding more than 1% of the outstanding shares issued by the Company may propose motions with the Company in the regular session . However, it is limited to one proposal and the more than one proposals presented will not be discussed in the meeting. However, the Board of Directors may include any shareholder’s motion suggesting the promotion of public welfare or performance of social responsibility by the company.
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If any of the motions presented by shareholders are required for exclusion as motions in the agenda pursuant to Article 172-1 of the Company Act, the Board may exclude the motions from the agenda.
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The Company shall allow at least 10 days for announcement of acceptance of motions presented by shareholders, submission in writing or by electronic means, the status of the motions and the processing period prior to the period during which transaction of shares is prohibited before session of the Shareholders’ Meeting.
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Each motion shall be limited to 300 words, or it will not be considered for listing as a motion in the agenda. Shareholders who present motions shall attend the session in person or appoint a proxy to attend the session and engage in the discussion on the motions.
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The result of handling the motions shall be made known to the shareholders who presented the motions prior to the notification day of the session of Shareholders’ Meeting, and list the motions conforming to the requirements of this article on the notice of session. The board of directors is to give the reason why the shareholder's proposal is not included for discussion in shareholders’ meeting.
Article 4: Shareholders may use the power of attorney prepared by the Company to appoint a proxy to attend each session of the Shareholders Assembly by specifying the scope of
35
authorization.
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Each shareholder may issue one power of attorney to appoint only 1 proxy. The power of attorney shall be delivered to the Company 5 days prior to the session of the Shareholders’ Meeting. In case of repeated authorization, the authorization which comes first shall be served. However, exception is granted if the shareholder issues a proper declaration to withdraw the previous proxy arrangement.
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If a power of attorney was delivered to the Company and the shareholder concerned desires to attend the session, such shareholder shall notify the Company in writing to revoke the power of attorney previously undertaken no later than 2 days before the session of the Shareholders’ Meeting, or it shall be deemed the presence and the vote of the shareholder in the session is represented by proxy.
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If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
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Article 5: The principle of choosing the place and time for the sessions of the Shareholders’ Meeting.
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The shareholders meeting must be held at a location that is suitable and convenient for shareholders to attend. The meeting must not commence anytime earlier than 9AM or later than 3PM. Independent Directors' opinions must be fully taken into consideration when deciding the time and venue of the meeting.
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The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 6: Preparation of sign-in registry and related documents
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The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
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The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
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Shareholders shall attend shareholders meetings based on attendance cards, signin cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend
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presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
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This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, preprinted ballots shall also be furnished.
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When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
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In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
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Article 6-1: Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
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How shareholders attend the virtual meeting and exercise their rights.
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Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
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(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
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(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
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(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
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(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
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To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Article 7: The chairman and observers of the Shareholders’ Meeting
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If the convention of the Shareholders’ Meeting is called by the Board, the Chairman of the Board shall preside over the session. In the absence of the Chairman, or the Chairman cannot perform its professed duties, the Vice Chairman shall act on behalf of and in the name of the Chairman. If there is no Vice Chairman, or in the absence of the Vice Chairman, or the Vice Chairman cannot perform the professed duties, the Chairman shall appoint one Executive Director to act as the proxy for the Chairman to preside over the session. If there is no Executive Director, the Chairman shall appoint a particular Director to act on behalf of and in the name of the Chairman. If not, the Executive Directors or Directors shall nominate one among themselves to preside over the session.
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At least half of the Directors shall be present in a session of the Shareholders’ Meeting called by the Board.
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Where the session of the Shareholders’ Meeting may be called by a third party other than the Board, the person who called for the session shall act as the chairman. If there are 2 persons or more called for the session, they should nominate one among themselves to preside over the session.
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The Company may appoint the lawyers, certified public accountants being retained or related persons to attend the session of the Shareholders’ Meeting as observers.
Article 8: The session shall be tracked by voice recording or videotaping.
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This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
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The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
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The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
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In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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Article 9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
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The Chairman shall announce the commencement of the session when the time has come, at the same time, relevant information such as the number of nonvoting rights and the number of shares present will be announced. If the shareholders present in the meeting represent less than half of the outstanding shares, the Chairman shall announce the postponement of the meeting, but the time for postponement shall not be longer than one hour, and only two instances for 4 post-ponement are allowed. The Chairman may announce the meeting is adjourned if there remain insufficient shareholders who represent 1/3 of shareholding to attend the meeting after two meetings postponed. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.
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If the number of shareholders who are present after two instances of postponement represent more than 1/3 of the outstanding shares, the Company may make provisional division pursuant to Paragraph 1, Article 175 of the Company Act and notify the shareholders with the provisional decision for another round of the session to be held within 1 month thereafter. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
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When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
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Article 10: Discussion of the motions
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If the Board calls for the session of the Shareholders’ Meeting, it shall prepare the agenda. Voting on each motion (including extempore motion and amendment to original motions) is required. The meeting shall unfold in accordance with the agenda. The agenda cannot be changed unless the Shareholders Meeting resolved otherwise.
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Where the session of the Shareholders’ Meeting may be called by third parties other than the Board, the aforementioned rules shall stand.
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Before the end of the discussion of motions on the agenda as stated in previous 2 paragraphs (including extemporary motions), the Chairman shall not announce for the adjournment of the session unless the Shareholders’ Meeting resolved otherwise. If the Chairman acts in defiance of the parliamentary rules and thereby announces the adjournment of the session, other members of the Board shall take
39
immediate action to assist the shareholders in session to keep the session in order. Accordingly, the shareholders in session shall nominate another person to act as the chairman to continue the session by a simple majority.
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The Chairman shall provide the opportunity for the description and discussions of the motions and the amendment or extemporary motions proposed by the shareholders and conclude the discussion and proceed to balloting at a point where discussion is deemed sufficient and arrange adequate voting time.
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Article 11: Expression of opinions by shareholders
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Shareholders shall put down the summary of the speech on the slip provided, the account number (or attendance pass number), and account title. The Chairman shall arrange the priority for the forum.
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Shareholders in session who just submitted the message slip but did not deliver the speech shall be deemed to have no opinion expressed. If the shareholder's actual comments differ from those stated in the Speak Request Form, the actual comments shall prevail.
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Each shareholder may have the floor for delivery of the speech on the same motion once only, and may take the floor twice only at the approval of the Chairman. Only 5 minutes is allowed for each speech. If the content of the speech defies the parliamentary rules or deviates from the motion, the Chairman shall interrupt the speech.
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If a particular shareholder is presenting a speech, other shareholders shall not interfere unless under the consent of the Chairman or the shareholder who is presenting the speech, or the Chairman shall stop any interference or interruption.
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If a particular institutional shareholder appointed more than 2 representatives to the session, only 1 person may take the floor for delivery of speech on the same motion.
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After a particular shareholder has delivered a speech, the Chairman shall respond to any query or appoint designated persons to respond to the queries.
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Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
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As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12: The calculation of shares for voting and the system of recusal
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The votes to be cast by shareholders shall be taken on the basis of the number of shares represented.
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In balloting, shareholders holding the shares without voting rights are excluded for the total outstanding shares bearing voting rights.
40
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For motions that may involve the interest of particular shareholders or affect the interest of the Company, the shareholders concerned shall recuse from the balloting on these motions. Likewise, these shareholders shall not appoint proxies to participate in balloting.
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The aforementioned quantity of shares not permitted for voting are excluded from the total number of voting shares of the shareholders.
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If a particular party who has been appointed by 2 or more shareholders as proxy at the same time, the votes so cast under authorization shall not exceed 3% of the total voting shares, and the number of votes in excess of this limit will not be counted unless such party is a trust firm or a share registration agent approved by the competent authority of securities.
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Article 13: 1. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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Shareholders to exercise their voting rights in writing or by electronic means in the Shareholders’ Meeting, and the methods of which shall be inscribed in the notice of Shareholders’ Meeting. Shareholders who have voted in writing or using the electronic method are considered to have attended the shareholders meeting in person. However, they waive their rights to participate in any questions and motions or revisions to the original agendas that may arise during the shareholders meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
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The expression of votes by correspondence or electronic means as mentioned in the previous paragraph shall be delivered to the office of the Company 2 days prior to the scheduled date of the session. If there are repetitions in the expression of intent, the initial expression shall stand. However, exception is granted if the shareholder issues a proper declaration to withdraw the previous vote.
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If a particular shareholder desires to attend the session of the Shareholders’ Meeting or Online after casting the vote by correspondence or electronic means, it shall revoke the previous expression of intent in voting in the same means as casting the votes no later than 2 days prior to the scheduled date of the session, or the votes cast by correspondence or electronic means shall be valid. If the shareholder has exercised written or electronic votes, and at the same time delegated a proxy to attend the shareholders meeting, then the voting decision exercised by the proxy shall prevail.
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The Shareholders Assembly shall make decisions in a session with the presence of shareholders representing more than half of the outstanding shares and the consent by a simple majority of the shareholders in the session unless the Company Act or other applicable laws specify otherwise. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes
41
for and against and the number of abstentions, shall be entered into the MOPS.
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If there is an amendment to or a substitute of a particular motion, the Chairman sets the priority for decision as the original motion. If any of the amendment/substitute or original motion has been passed, it shall be deemed the resolution of the motion and no further polling is required.
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The Chairman shall appoint scrutineers and polling clerks in witnessing and monitoring the balloting on the motions. Scrutineers must also be shareholders.
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Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
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When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
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In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
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When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
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When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14: Points of election
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An election of Directors and Supervisors may be held in a session of the Shareholders’ Meeting, shall proceed in accordance the rules and regulations of the Company, and the election result shall be announced on the scene, including the elected directors and the weighted votes casted, and the unelected directors and the weighted votes casted
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The ballots cast in the aforementioned election shall be sealed and signed by the scrutineers with the affixing of their signatures for keeping at least 1 year. However, if a shareholder makes a litigious claim against The Company according to Article 189 of The Company Act, the above mentioned documents must be retained until the end of the litigation.
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Article 15: 1. The resolutions of the Shareholders’ Meeting shall be kept as minutes of the meeting on record, affixed with the authorized signature/seal of the Chairman, and released to the shareholders within 20 days after the session. The preparation and distribution of the minutes of shareholders’ meeting can be processed electronically.
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The aforementioned minutes of the meeting on record may be circulated by announcement.
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The minutes of the meeting on record shall contain details of the year, month, day of the session, the name of the chairman, the means of resolution, the summary of parliamentary process and voting results (including the weighted votes), of the meeting. If any election of directors is carried out, the minutes should specify the votes cast by each candidate. It shall be kept perpetually within the perpetuity of the Company.
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Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
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When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online
Article 16: Public disclosure
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This Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting.The Company shall keep track on and compile the statistical data on the quantity of shares represented through assignment or represented by proxies in the required format on the day of the session, and disclose them explicitly on the scene of the meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
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During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
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- Where some of the motions for resolutions may contain significant information under law or the requirements of the competent authority, the Company shall transmit such information to MOPS by designated deadline.
Article 17: The order of the meeting venue
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The administrative staff of the Shareholders’ Meeting shall wear arm badges or ID badges.
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The Chairman shall command the prefect team or security guards to keep the order of the meeting venue. While maintaining order in the meeting, all picketers or security staffs must wear arm badges which identify their roles as "Staff".
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The venue may be equipped with loud speaker systems for the shareholders. The Chairman shall stop any shareholder using other forms of loud speakers in the expression of opinion at the meeting venue.
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Shareholders who defy the parliamentary procedure and interrupt the procedure of the session, and insubordinate to the instruction of the Chairman, the Chairman shall command the prefect team or the security guards to escort the shareholders concerned to vacate from the venue.
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Article 18: Recess, resumption of the session
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The Chairman may announce for recess in the course of the session. In the event of force majeure, the Chairman may announce for a suspension of the session and announce the time for resuming the session.
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If the meeting venue is no longer available before the conclusion of the agenda (including the extemporary motions), the Shareholders’ Meeting shall resolve to seek another place as the venue to continue the session.
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The Shareholders’ Meeting may resolve to postpone or continue the session within 5 days pursuant to Article 182 of the Company Act.
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Article 19: Disclosure of information at virtual meetings
In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
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Article 20: Location of the chair and secretary of virtual-only shareholders meeting When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
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Article 21: Handling of disconnection
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In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant realtime services before and during the meeting to help resolve communication technical issues.
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In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
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For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
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For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
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During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
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When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
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Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
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When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
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For dates or period set forth under Article 12, second half, and Article 13,
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paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
- Article 22: Handling of digital divide
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
- Article 23: This Procedure shall be subject to the approval of the Shareholders’ Meeting before coming into force. The same procedure is applicable to any amendment thereto.
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Appendix 8
Schedule of Director Shareholding
- Directors minimum shareholding and the shareholdings listed in the registry of shareholders:
| Title | Shareholdings | Shareholdings registered in the registryof shareholders |
|---|---|---|
| Director | 8,583,740 | 28,761,728 |
- Directors shareholding list:
| Title | Name | Shareholdings registered in the registry of shareholders |
Note |
|---|---|---|---|
| Chairman | Lam, Tai Seng | 16,423,263 | |
| Director | Wang, Wei Wei | 11,040,443 | |
| Director | Yi Hua Investment Limited Representative : Lam, I Chong |
78,022 | |
| Director | Flytech foundation Representative : Shyu,Jia-Horng |
1,200,000 | |
| Independent director |
Chen, Kuo Hung | 0 | |
| Independent director |
Liang, Wei Ming | 0 | |
| Independent director |
Huang, Tzu Ting | 20,000 |
Book closure day: March 29, 2026
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