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GBM — AGM Information 2026
May 18, 2026
52524_rns_2026-05-18_435dcf53-f0a8-4114-959d-3d0a148554da.pdf
AGM Information
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Stock Code: 6191
PSA 精成科技股份有限公司
GLOBAL BRANDS MANUFACTURE LTD.
2026 Annual Shareholders Meeting
Agenda Handbooks
(Translation)
Time: 2026/06/18, Thursday
Location: 1F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City
(Taipei Innovation City Convention Center)
This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.
Table of Contents
I. 2026 Annual Shareholders Meeting Agenda ... 1
1. Report Items ... 2
2. Ratification, Discussion, and Directors Election Items ... 2
3. Other Business and Special Motion ... 3
4. Meeting Adjourned ... 3
II. Attachment 1 ... 4
1. 2025 Business Report ... 4
2. 2025 Financial Statements ... 8
3. Audit Committee's Review Report ... 26
4. The Status of Repurchase of The Company's Shares ... 27
5. The Status of Endorsements and Guarantees ... 32
6. The Status of Company's Investment in Mainland China ... 33
7. 2025 Earnings Distribution Proposal ... 34
8. The Comparison Table of Amendment of the Procedures for Lending Funds to Other Parties ... 35
9. The List of Director Candidates ... 36
10. List of New Directors Being Released from Non-Competition Restriction ... 38
III. Appendix 1 ... 39
1. Rules of Procedure for Shareholders Meetings ... 39
2. Procedure for Director Election ... 42
3. Articles of Incorporation ... 43
4. Shareholdings of All Directors ... 48
GLOBAL BRANDS MANUFACTURE LTD.
2026 Annual Shareholders Meeting Agenda
(Translation)
I. Physical Shareholders Meeting
II. Time: 9:30 a.m., 2026/06/18, Thursday
III. Location: 1F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City (Taipei Innovation City Convention Center)
IV. Meeting Agenda:
1. Call the Meeting to Order
2. An Address by the Chairman
3. Report Items
(1) 2025 business report.
(2) Audit Committee's review report.
(3) Report on the 2025 compensation of employees and directors.
(4) Other matters to be reported.
4. Ratification, Discussion, and Directors Election Items
(1) To ratify the 2025 Business Report and Financial Statements.
(2) To ratify the proposal for distribution of 2025 profits.
(3) Amendment of the Procedures for Lending Funds to Other Parties.
(4) Re-election of directors.
(5) To release the new directors from the non-competition restriction.
5. Other Business and Special Motion
6. Meeting Adjourned
- 1 -
Report Items
-
2025 business report: Please refer to Attachment 1.
-
Audit Committee's Review Report: Please refer to Attachment 3.
-
Report on the 2025 compensation of employees and directors:
In accordance with the Company's Articles of Incorporation and as approved by a resolution of the Board of Directors, the employees' compensation for fiscal year 2025 is NT$ 50,686,665, of which 59.90%, totaling NT$30,359,765, is allocated as compensation for grassroots-level employees. Directors' compensation is NT$28,963,809. All compensation will be distributed in cash. There is no difference between the paid amount and the estimated amount of the total compensation of employees and directors for 2025.
- Other matters to be reported:
(1) Report on the status of repurchase of the Company's shares: Please refer to Attachment 4.
(2) Report on the status of endorsements and guarantees: Please refer to Attachment 5.
(3) Report on the status of Company's investment in mainland China: Please refer to Attachment 6.
(4) Significant transactions with individual related parties in 2025: None.
(5) Report on the acceptance of shareholders' proposals and nominations: During the acceptance period (2026/04/02-2026/04/13) for accepting the shareholders' proposals and nominations, none of the shareholders submitted any written proposal or nomination to the Company.
(6) The shareholdings of all of the Company's directors: Please refer to Appendix 4.
Ratification, Discussion, and Directors Election Items
- To ratify the 2025 business report and financial statements. (Proposed by the Board of Directors) Explanatory Notes:
(1) Please refer to Attachment 1 and 2 for the Company's 2025 business report and financial statements.
(2) The statements have been resolved by the Board of Directors and reviewed by the Audit Committee.
Resolution:
- To ratify the proposal for distribution of 2025 profits. (Proposed by the Board of Directors) Explanatory Notes:
(1) Please refer to Attachment 7 for the 2025 Earnings Distribution Proposal.
(2) The distribution of the cash dividends shall be rounded down to the nearest New Taiwan Dollar. The aggregate of the remaining cash will be recognized as Other Revenue by the Company.
(3) The shareholders meeting is requested to authorize the chairman to process related matters regarding the baseline date for cash dividends and the issuance of cash dividends.
(4) If the distribution of dividends changes due to the variance of the number of outstanding shares and then causing the proposed profit distribution per share to change, the chairman is authorized to make necessary adjustment based on the number of actual outstanding shares.
Resolution:
- Amendment of the Procedures for Lending Funds to Other Parties. (Proposed by the Board of Directors)
Explanatory Notes:
(1) In order to meet the needs of the Company's operations, it is proposed to amend some provisions of the Company's the Procedures for Lending Funds to Other Parties.
(2) Please refer to Attachment 8 for the comparison table.
Resolution:
- Re-election of Directors (proposed by the Board of Directors).
Explanatory Notes:
(1) The term of office of the 18th directors of the Company will be expired on 2026/06/13. In accordance with the provisions of Article 195 of the Company Act, the Company proposes for the re-election of directors in 2026 shareholders' meeting.
(2) The Company proposes to elect 9 directors, including 4 independent directors according to the Articles of Incorporation. The new director shall take the office upon being elected. The tenure of the new director shall be 3 years, from 2026/06/18 to 2029/06/17.
(3) The directors shall be elected by adopting candidate nomination methodology. The shareholders shall elect the directors from the nominees listed in the roster of director candidates. Please refer to Attachment 9 for the list of director candidates.
Election:
- To discuss the release of new Directors from the non-competition restriction. (Proposed by the Board of Directors)
Explanatory Notes:
(1) According to Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act for getting the approval.”
(2) Please refer to Attachment 10 for the details of new directors who are directors or managers of other companies of similar or same scope of business.
(3) It is proposed that the shareholders' meeting approve the release of the newly-elected directors from non-compete restrictions on engaging in any business within the Company's business scope under Paragraph 1, Article 209 of the Company Act, as well as approve the abstention of execution of the disgorgement rights against the directors mentioned above as of the date of serving as directors or managerial officers of other companies engaging in competing business.
Resolution:
Other Business and Special Motion
Meeting Adjourned
Attachment 1
GLOBAL BRANDS MANUFACTURE LTD.
2025 Business Report
Dear Shareholders,
First of all, thank you for your long-term support. We will report the operating results of the previous year and the business plan of the current year as follows:
I. Operating Results of the Previous Year
In 2025, while the global economy continued to be influenced by regional geopolitical tensions, including the Russia-Ukraine war and conflicts in the Middle East, as well as challenges arising from rising trade tariffs that increased production costs. Nevertheless, the explosive growth in demand for AI has driven transformational momentum across the technology industry. In addition, the discontinuation of support for Windows 10 has triggered a large-scale replacement cycle among enterprises and public sector organizations in the PC market. Furthermore, in response to uncertainties surrounding potential tariff policies, manufacturers and distributors adopted pre-stocking strategies in the first half of the year, resulting in a surge in initial shipments. Driven by both the increasing penetration of AI PCs and cyclical replacement demand, the global PC market demonstrated a strong recovery, with total annual shipments reaching approximately 272 million units, representing a significant year-on-year growth of 8%.
In 2025, GBM reported consolidation revenue of NT$33.71 billion and earnings per share (EPS) of NT$6.55. With a focus on strengthening its operational fundamentals, the Company continues to optimize its cost structure through lean management while meeting market demand with high value-added technological services. We are actively cultivating future talent and striving for breakthroughs in both technology and operational efficiency, thereby enhancing our long-term competitiveness and delivering outstanding returns to our shareholders.
Unit: NT$K, except for EPS
| Accounting Title | Year 2024 | Year 2025 | Difference% |
|---|---|---|---|
| Sales revenue | 21,680,512 | 33,712,142 | 55.5 |
| Gross profit from operations | 5,654,077 | 6,493,429 | 14.8 |
| Net operating income | 3,470,058 | 3,498,467 | 0.8 |
| Profit before tax | 4,233,079 | 4,495,925 | 6.2 |
| Profit after tax | 2,834,049 | 3,152,789 | 11.2 |
| Profit, attributable to owners of parent | 2,844,733 | 3,150,503 | 10.7 |
| Basic earnings per share | 6.01 | 6.55 |
Note: The company has included Lincstech as a consolidated subsidiary since April 8, 2025, resulting in a revenue increase of over 50%.
- Budget execution status
As the Company did not publicly disclose financial forecast for 2025, disclosure of budget execution status is not required.
- Analysis of profitability
| Item | Year 2024 | Year 2025 | |
|---|---|---|---|
| Capital Structure Analysis | Debt Ratio (%) | 44.13 | 56.54 |
| Liquidity Analysis | Current Ratio (%) | 167.96 | 126.71 |
| Quick Ratio (%) | 141.25 | 98.75 | |
| Profitability Analysis | Return on Total Assets (%) | 7.56 | 6.78 |
| Return on Equity (%) | 13.02 | 12.80 | |
| Net Profit Rate (%) | 13.07 | 9.35 | |
| Basic Earnings Per Share (NT$) | 6.01 | 6.55 |
- Research and development status
The company's research and development activities are based on customer requirements for new product development, new material testing, production process or process adjustments.
(1) In 2025, the PCB Business Group focused its R&D efforts on technological upgrades and automation deployment. We achieved substantive progress in heavy copper technology (5oz) and advanced HDI processes (mass production for 3-staged and development of 5-staged). Meanwhile, process parameters for high-frequency, low-loss materials were further optimized, and selective multi-process automation improvements were implemented, effectively enhancing both production capacity and yield for high-margin products.
(2) In 2025, the EMS Business Group focused its R&D on technological upgrades and smart manufacturing. In advanced process development, we successfully introduced AI server assembly lines into mass production, along with fully automated GPU/BGA rework stations, and solderless press-fit technology for server boards. For automotive electronics, we achieved fully automated production for HDD controller cards and implemented a dispensing quality traceability system. In addition, through the deployment of high-dissipation heavy copper substrate soldering processes, automated inspection lines, and smart warehousing solutions (including intelligent racks and IC storage cabinets) - integrated with the digital optimization of our Manufacturing Execution System (MES) - we have significantly improved production efficiency while achieving workforce optimization.
(3) By continuously advancing fully automated production and innovative manufacturing processes, we effectively control operating costs while enhancing production flexibility and quality stability, reaffirming our commitment to delivering superior quality to our customers.
- Other operating results
(1) We are committed to cultivating high-potential reserve talents while actively advancing our succession planning programs, ensuring the effective transfer of experience and leadership across generations.
(2) The PCB Business Group is actively promoting the integration of cross-plant management resources. In addition to optimizing operating costs and production efficiency, this initiative further strengthens our succession planning framework, with high-potential reserve talents taking on key integration roles to accelerate practical leadership development. With the addition of our new member, Lincstech, we have successfully implemented upstream and downstream technical support and resource sharing across our plants in Japan, Singapore, and Malaysia. This is expected to drive economies of scale and enhance the benefits of cross-border resource integration.
(3) The EMS Business Group has established a strong presence in the fields of automotive electronics, power tools, and high-end graphics cards, achieving steady growth over the years. As part of our global expansion strategy, we continue to increase production capacity at our Ipoh plant in Malaysia, supporting sustained and stable growth.
II. Business plan for the current year
- Business objectives
(1) Following the business philosophy of "Dedication, Loyalty, Innovation, and Service", we will (1) Guided by our core business philosophy of "Dedication, Loyalty, Innovation, and Service," we are committed to continuously enhancing product value and delivering advanced technological solutions to our customers.
(2) We place equal emphasis on shareholder value, employee well-being, and corporate social responsibility, while actively contributing to the sustainable development of society and the environment.
(3) We prioritize the development of key sectors, including new EVs, healthcare, industrial control and intelligent applications. At the same time, we actively diversify our market presence by exploring opportunities in emerging fields such as AI PCs, 5G, AI applications, AI server, smart wearables, smart homes and IoT. In parallel, we continue to explore niche and emerging product segments to broaden our market reach.
(4) We actively promote automation to reduce operating costs and enhance production efficiency. In addition, we strictly comply with applicable laws and regulations while continuously strengthening our safety and environmental management systems.
- 5 -
- Important production and sales policies
(1) Product mix adjustment
We are increasing the proportion of automotive electronics, power tools, industrial control, and smart home products within our portfolio. With a focus on high-quality and advanced technology offerings, we continue to strengthen our presence in the optoelectronics market. Through diversified product development, we are further deepening our engagement in automotive electronics, energy storage systems (ESS), and industrial control applications.
At the same time, we are strategically expanding into AI-centric emerging products, such as AI PCs, Artificial Intelligence (AI), 5G/6G-related applications, and the Internet of Things (IoT). Following the acquisition of Lincstech in Japan in April 2025, we have expanded into high-layer count PCBs and semiconductor probe cards, further broadening our product portfolio and application coverage.
(2) R&D plan
The PCB Business Group focuses its R&D on the development of 6oz heavy copper processes and 5 mil ultra-fine drilling technology, along with achieving high-density outer-layer circuitry with line/space below 2/2 mil. For advanced board technologies, we are developing through-hole PCBs with over 28 layers, optimizing plating capabilities for aspect ratios exceeding 17:1, and improving flatness control for thin boards below 1.0mm. In addition, we are advancing key technologies for 6th-order HDI and 16-layer Any-layer HDI to meet the high-density packaging demands of next-generation high-performance computing (HPC) and communication equipment.
The EMS Business Group centers its development on technological innovation and process upgrades, advancing automation toward greater precision and intelligence while fully implementing paperless management to support a low-carbon production system. Through a phased upgrade approach—from single-station automation to partial and full-line integration—we are progressing toward the realization of a benchmark "lights-out factory." By leveraging technological advancements, we optimize cost structures, enhance quality stability, and strengthen our competitive advantages and customer retention, thereby creating long-term value for our shareholders.
(3) We continue to strengthen human resource development while flexibly deploying overseas workforce arrangements in alignment with local cultural and operational requirements.
(4) In response to tariff challenges and customers' production relocation needs, we are accelerating the expansion of our overseas manufacturing capacity.
III. Future development strategy
- Driving R&D and Lean Manufacturing to Build a High-Efficiency Growth Engine:
We continuously strengthen our R&D capabilities, focusing on the development of high-margin and high-growth key products. At the same time, we reinforce lean management and fully automated manufacturing processes. By leveraging smart production to enhance efficiency and quality stability, we effectively address rising labor costs and further strengthen our competitive advantages.
- Optimizing Capacity Allocation to Leverage Economies of Scale:
We maximize the utilization of existing capacity while actively expanding our overseas production footprint to meet the diverse needs of global customers.
- Expanding Market Presence and Optimizing Customer Portfolio:
We actively develop new product lines and expand our domestic and international customer base to enhance our customer mix and overall operational performance. In addition, we continue to support the overseas demand of our existing customers.
- Strategic Positioning in Four Key Growth Areas: Smart Mobility, Green Energy, AI Computing Infrastructure, and Precision Medicine:
In alignment with global trends in AI, new energy, and preventive healthcare, we are actively expanding into four strategic domains. By advancing core EV systems (including electric drive, battery, and electronic control systems), developing lightweight intelligent energy storage solutions, investing in next-generation AI computing hardware platforms, and expanding the home healthcare market, we drive the integration of technology into everyday life and create diversified growth momentum.
IV. The impact of the external competitive environment, regulatory environment, and macroeconomic conditions:
2026 will be a year in which technological dividends and compliance costs carry equal weight. From a competitive perspective, AI and robotics have moved beyond the laboratory into large-scale commercialization. Meanwhile, Taiwan will officially implement an ESG evaluation framework and introduce a carbon pricing mechanism, significantly raising the regulatory threshold. Green and low-carbon transformation is no longer optional; it has become a baseline requirement for compliant operations and for gaining capital market recognition. This means environmental costs will be increasingly reflected in financial statements. While pursuing digital transformation to enhance productivity, enterprises must also meet low-carbon compliance requirements, transforming "carbon reduction" from a public relations initiative into a core business strategy in order to meet the rigorous standards of international supply chains and capital markets.
According to the IMF's latest World Economic Outlook, global economic growth is expected to slow from 3.3% in 2024 to 3.2% in 2025, and further to 3.1% in 2026. Amid rising geopolitical tensions and protectionism, trade restrictions and tariff barriers are likely to become structural features of the global economy. The ongoing restructuring of global supply chains is prompting companies to move away from traditional "long-chain" models focused on cost efficiency, toward more resilient "short-chain" or regional supply chain strategies. As a result, operating costs and market uncertainties continue to increase. In addition, climate change-driven extreme weather events and resource shortages are expected to disrupt production more frequently. Combined with structural imbalances in the supply and demand for skilled talent, these factors will further elevate operating costs. In this increasingly volatile environment, success will depend on a company's ability to transform risk into opportunity. Organizations must develop flexible capital allocation capabilities and cross-border collaboration mechanisms to convert uncertainty into a source of competitive advantage amid a rapidly evolving global landscape.
Chairman: Chiao Yu-Heng
Managerial officer: Tao Cheng-Kuo / Yang Chien-Hui
Accounting officer: Weng Chia-Yu
- 7 -
Attachment 2
2025 Financial Statements INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Global Brands Manufacture Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Global Brands Manufacture Ltd. (the Company) and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audit result and the audit reports of other auditors (please refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group 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 the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audit result and the audit reports of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2025 are stated as follows:
The Existence of Sales Revenue
The Group is engaged in the assembling and sale of printed circuit boards. After evaluation, the auditor considers the impact of whether the sales revenue to certain specific customers actually occurred to be material to the consolidated financial statements. Therefore, the audit of the consolidated financial statements for the year 2025 includes this matter as a key audit matter, with the authenticity of sales revenue to these specific customers identified as a key area of focus.
We have performed our audit procedures to understand the sale procedures of sale revenue and internal control, selecting samples to inspect external orders, shipping documents and receipt vouchers to confirm proper
recognition of sales revenue and receive the payment on schedule according to transaction terms .
Other Matter
In the consolidated financial statements of Global Brands Manufacture Ltd. and its subsidiaries, the financial statements of Lincstech Circuit Singapore Pte. Ltd. for the year ended December 31, 2025 were audited by other auditors. Our opinion, in so far as it relates to the amounts of the financial statements of Lincstech Circuit Singapore Pte. Ltd. included in our audit report issued for the above consolidated financial statements, is based on the reports of the other auditors.
The total assets of Lincstech Circuit Singapore Pte. Ltd. were $7,384,740 thousand, representing 12.17% of the Group’s consolidated total assets as of December 31, 2025. The operating revenue of Lincstech Circuit Singapore Pte. Ltd. from April 8, 2025 to December 31, 2025 were $6,874,321 thousand, representing 20.39% of the Group’s consolidated total operating revenue for the year from January 1 to December 31, 2025.
The Company has prepared its parent company only financial statements for the years ended December 31, 2025 and 2024, which we have issued an unqualified opinion with an Other Matter paragraph and an unqualified opinion, respectively, which are available for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
9 -
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Ker-Chang Wu and Chih-Yi Chang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
GLOBAL BRANDS MANUFACTURE LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 12,909,303 | 21 | $ 9,641,338 | 24 |
| Financial assets at fair value through profit or loss – current (Notes 4 and 7) | 300,789 | - | 343,056 | 1 |
| Financial assets at amortized cost – current (Notes 4 and 9) | 1,613,820 | 3 | 538,085 | 1 |
| Notes receivable (Notes 4 and 10) | 500,234 | 1 | 409,910 | 1 |
| Trade receivables (Notes 4 and 10) | 9,108,650 | 15 | 6,629,724 | 16 |
| Trade receivables from related parties (Notes 4, 10 and 32) | 16,742 | - | 19,024 | - |
| Other receivables (Note 32) | 614,449 | 1 | 427,566 | 1 |
| Inventories (Notes 4 and 11) | 6,704,493 | 11 | 3,270,361 | 8 |
| Other current assets (Note 19) | 391,303 | 1 | 135,302 | - |
| Total current assets | 32,159,783 | 53 | 21,414,366 | 52 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss – non-current (Notes 4 and 7) | 140,459 | - | 140,116 | - |
| Financial assets at fair value through other comprehensive income – non-current (Notes 4 and 8) | 3,043,098 | 5 | 2,496,915 | 6 |
| Financial assets at amortized cost – non-current (Notes 4 and 9) | 3,728,588 | 6 | 4,416,793 | 11 |
| Investments accounted for using the equity method (Notes 4 and 13) | 2,208,782 | 4 | 2,212,242 | 6 |
| Property, plant and equipment (Notes 4 and 14) | 13,268,646 | 22 | 7,882,128 | 19 |
| Right-of-use assets (Notes 4 and 15) | 1,327,744 | 2 | 1,250,672 | 3 |
| Investment properties (Notes 4 and 16) | 556,531 | 1 | 585,705 | 2 |
| Goodwill (Notes 4 and 17) | 1,914,872 | 3 | 113,161 | - |
| Other intangible assets (Notes 4 and 18) | 1,430,957 | 2 | 5,156 | - |
| Deferred tax assets (Notes 4 and 27) | 389,510 | 1 | 104,696 | - |
| Other non-current assets (Note 19) | 516,880 | 1 | 380,703 | 1 |
| Total non-current assets | 28,526,067 | 47 | 19,588,287 | 48 |
| TOTAL ASSETS | $ 60,685,850 | 100 | $ 41,002,653 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 20) | $ 13,478,689 | 22 | $ 5,861,584 | 14 |
| Notes payable | 173,274 | - | 204,897 | 1 |
| Trade payables | 6,295,383 | 10 | 2,917,381 | 7 |
| Trade payables to related parties (Note 32) | 34,226 | - | 53,279 | - |
| Other payables (Notes 21 and 32) | 3,495,831 | 6 | 2,224,629 | 5 |
| Current tax liabilities (Notes 4 and 27) | 726,899 | 1 | 474,721 | 1 |
| Lease liabilities – current (Notes 4 and 15) | 238,005 | 1 | 194,820 | 1 |
| Current portion of long-term borrowings (Note 20) | 76,923 | - | 125,940 | - |
| Other current liabilities (Notes 21 and 32) | 860,976 | 2 | 692,478 | 2 |
| Total current liabilities | 25,380,206 | 42 | 12,749,729 | 31 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 20) | 7,026,874 | 12 | 4,446,500 | 11 |
| Deferred tax liabilities (Notes 4 and 27) | 494,320 | 1 | 177,395 | - |
| Lease liabilities – non-current (Notes 4 and 15) | 534,286 | 1 | 413,576 | 1 |
| Other non-current liabilities (Notes 4 and 21) | 877,480 | 1 | 307,390 | 1 |
| Total non-current liabilities | 8,932,960 | 15 | 5,344,861 | 13 |
| Total liabilities | 34,313,166 | 57 | 18,094,590 | 44 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) | ||||
| Share capital | 4,993,030 | 8 | 4,743,030 | 12 |
| Capital surplus | 5,632,047 | 9 | 3,843,447 | 9 |
| Retained earnings | ||||
| Legal reserve | 2,399,508 | 4 | 2,115,417 | 5 |
| Unappropriated earnings | 11,110,918 | 18 | 9,649,304 | 24 |
| Total retained earnings | 13,510,426 | 22 | 11,764,721 | 29 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | 740,450 | 2 | 1,592,241 | 4 |
| Unrealized valuation gains on financial assets at fair value through other comprehensive income | 1,345,155 | 2 | 829,437 | 2 |
| Other equity | 2,085,605 | 4 | 2,421,678 | 6 |
| Treasury shares | - | - | ( 17,799 ) | - |
| Total equity attributable to owners of the Company | 26,221,108 | 43 | 22,755,077 | 56 |
| NON-CONTROLLING INTERESTS | 151,576 | - | 152,986 | - |
| Total equity | 26,372,684 | 43 | 22,908,063 | 56 |
| TOTAL LIABILITIES AND EQUITY | $ 60,685,850 | 100 | $ 41,002,653 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
GLOBAL BRANDS MANUFACTURE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 25 and 32) | $ 33,712,142 | 100 | $ 21,680,512 | 100 |
| COST OF GOODS SOLD (Notes 11, 26 and 32) | 27,218,713 | 81 | 16,026,435 | 74 |
| GROSS PROFIT | 6,493,429 | 19 | 5,654,077 | 26 |
| OPERATING EXPENSES (Notes 26 and 32) | ||||
| Selling and marketing expenses | 633,593 | 2 | 413,744 | 2 |
| General and administrative expenses | 2,260,514 | 7 | 1,754,078 | 8 |
| Research and development expenses | 107,251 | - | 25,342 | - |
| Expected credit reversal gain (Note 10) | ( 6,396 ) | - | ( 9,145 ) | - |
| Total operating expenses | 2,994,962 | 9 | 2,184,019 | 10 |
| PROFIT FROM OPERATIONS | 3,498,467 | 10 | 3,470,058 | 16 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| (Notes 26 and 32) | ||||
| Interest income | 616,429 | 2 | 609,833 | 3 |
| Other income | 602,085 | 2 | 243,483 | 1 |
| Other gains and losses | 133,717 | - | 66,212 | - |
| Finance costs | ( 406,554 ) | ( 1 ) | ( 187,437 ) | ( 1 ) |
| Share of profit or loss of associates | 51,781 | - | 30,930 | - |
| Total non-operating income and expenses | 997,458 | 3 | 763,021 | 3 |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 4,495,925 | 13 | 4,233,079 | 19 |
| INCOME TAX EXPENSE (Notes 4 and 27) | ( 1,343,136 ) | ( 4 ) | ( 1,399,030 ) | ( 6 ) |
| NET PROFIT FOR THE YEAR | 3,152,789 | 9 | 2,834,049 | 13 |
(Continued)
GLOBAL BRANDS MANUFACTURE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income | $ 538,321 | 2 | ($ 624,984) | ( 3 ) |
| Share of the other comprehensive income (loss) of associates accounted for using the equity method | ( 4,492 ) | - | ( 5,972 ) | - |
| 533,829 | 2 | ( 630,956 ) | ( 3 ) | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | ( 847,990 ) | ( 3 ) | 1,411,056 | 7 |
| Share of the other comprehensive income (loss) of associates accounted for using the equity method | ( 7,497 ) | - | 55,068 | - |
| ( 855,487 ) | ( 3 ) | 1,466,124 | 7 | |
| Other comprehensive income (loss) for the year, net of income tax | ( 321,658 ) | ( 1 ) | 835,168 | 4 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 2,831,131 | 8 | $ 3,669,217 | 17 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 3,150,503 | 9 | $ 2,844,733 | 13 |
| Non-controlling interests | 2,286 | - | ( 10,684 ) | - |
| $ 3,152,789 | 9 | $ 2,834,049 | 13 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 2,832,541 | 8 | $ 3,675,282 | 17 |
| Non-controlling interests | ( 1,410 ) | - | ( 6,065 ) | - |
| $ 2,831,131 | 8 | $ 3,669,217 | 17 | |
| EARNINGS PER SHARE (NT$, Note 28) | ||||
| Basic | $ 6.55 | $ 6.01 | ||
| Diluted | $ 6.54 | $ 5.99 |
The accompanying notes are an integral part of the consolidated financial statements.
GLOBAL BRANDS MANUFACTURE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus | Retained Earnings | Other Equity | Treasury Shares | Total | Non-controlling Interests | Total Equity | ||||
| Legal Reserve | Unappropriated Earnings | Total | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | |||||||
| BALANCE AT JANUARY 1, 2024 | $ 4,743,030 | $ 3,727,460 | $ 1,799,519 | $ 8,689,495 | $ 10,489,014 | $ 130,736 | $ 1,456,567 | ($ 126,187) | $ 20,420,620 | $ 197,698 | $ 20,618,318 |
| Appropriation of 2023 earnings | |||||||||||
| Legal reserve | - | - | 315,898 | ( 315,898 ) | - | - | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | ( 1,565,200 ) | ( 1,565,200 ) | - | - | - | ( 1,565,200 ) | - | ( 1,565,200 ) |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | ( 38,647 ) | ( 38,647 ) |
| Share-base payments | - | 116,387 | - | - | - | - | - | - | 116,387 | - | 116,387 |
| Treasury stock transferred to employee | - | ( 400 ) | - | - | - | - | - | 126,187 | 125,787 | - | 125,787 |
| Net profit for the year ended December 31, 2024 | - | - | - | 2,844,733 | 2,844,733 | - | - | - | 2,844,733 | ( 10,684 ) | 2,834,049 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | 312 | 312 | 1,461,505 | ( 631,268 ) | - | 830,549 | 4,619 | 835,168 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | 2,845,045 | 2,845,045 | 1,461,505 | ( 631,268 ) | - | 3,675,282 | ( 6,065 ) | 3,669,217 |
| Purchase of treasury shares | - | - | - | - | - | - | - | ( 17,799 ) | ( 17,799 ) | - | ( 17,799 ) |
| Disposal by the subsidiary of equity instruments measured at fair value through other comprehensive income (Note 8) | - | - | - | ( 4,138 ) | ( 4,138 ) | - | 4,138 | - | - | - | - |
| BALANCE AT DECEMBER 31, 2024 | 4,743,030 | 3,843,447 | 2,115,417 | 9,649,304 | 11,764,721 | 1,592,241 | 829,437 | ( 17,799 ) | 22,755,077 | 152,986 | 22,908,063 |
| Appropriation of 2024 earnings | |||||||||||
| Legal reserve | - | - | 284,091 | ( 284,091 ) | - | - | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | ( 1,422,909 ) | ( 1,422,909 ) | - | - | - | ( 1,422,909 ) | - | ( 1,422,909 ) |
| Share-base payments | - | 167,217 | - | - | - | - | - | - | 167,217 | - | 167,217 |
| Treasury stock transferred to employee | - | ( 867 ) | - | - | - | - | - | 292,803 | 291,936 | - | 291,936 |
| Issuance of ordinary shares for cash (Note 24) | 250,000 | 1,622,250 | - | - | - | - | - | - | 1,872,250 | - | 1,872,250 |
| Net profit (loss) for the year ended December 31, 2025 | - | - | - | 3,150,503 | 3,150,503 | - | - | - | 3,150,503 | 2,286 | 3,152,789 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | 100 | 100 | ( 851,791 ) | 533,729 | - | ( 317,962 ) | ( 3,696 ) | ( 321,658 ) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | 3,150,603 | 3,150,603 | ( 851,791 ) | 533,729 | - | 2,832,541 | ( 1,410 ) | 2,831,131 |
| Purchase of treasury shares | - | - | - | - | - | - | - | ( 275,004 ) | ( 275,004 ) | - | ( 275,004 ) |
| Disposal by the subsidiary of equity instruments measured at fair value through other comprehensive income (Note 8) | - | - | - | 18,011 | 18,011 | - | ( 18,011 ) | - | - | - | - |
| BALANCE AT DECEMBER 31, 2025 | $ 4,993,030 | $ 5,632,047 | $ 2,399,508 | $ 11,110,918 | $ 13,510,426 | $ 740,450 | $ 1,345,155 | $ - | $ 26,221,108 | $ 151,576 | $ 26,372,684 |
The accompanying notes are an integral part of the consolidated financial statements.
GLOBAL BRANDS MANUFACTURE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Amount | Amount | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax from continuing operations | $ 4,495,925 | $ 4,233,079 |
| Adjustments for: | ||
| Depreciation expenses | 1,914,294 | 1,208,223 |
| Amortization expenses | 139,496 | 958 |
| Expected credit reversed recognized on trade receivables | ( 6,396 ) | ( 9,145 ) |
| Net gain from changes of financial assets at fair value through profit or loss | ( 40,101 ) | ( 16,398 ) |
| Finance costs | 406,554 | 187,437 |
| Interest income | ( 616,429 ) | ( 609,833 ) |
| Dividend income | ( 71,184 ) | ( 42,032 ) |
| Share-based payment | 167,217 | 116,387 |
| Share of profit of associates | ( 51,781 ) | ( 30,930 ) |
| Gain on disposal of property, plant and equipment | ( 17,165 ) | ( 14,733 ) |
| Loss on disposal of non-current assets held for sale | - | 360,340 |
| Write-downs (reversal of) of inventories | 6,871 | ( 92,454 ) |
| Changes in operating assets and liabilities | ||
| Financial asset and liability at fair value through profit or loss | 242,999 | ( 182,202 ) |
| Notes receivable | ( 41,886 ) | 80,657 |
| Notes receivable from related parties | - | 1,013 |
| Trade receivables | 503,728 | 131,793 |
| Trade receivables from related parties | 10,698 | 12,204 |
| Other receivables | ( 117,826 ) | 77,225 |
| Inventories | ( 1,497,324 ) | 250,490 |
| Other current assets | ( 88,936 ) | ( 38,443 ) |
| Notes payable | ( 31,623 ) | ( 43,022 ) |
| Trade payables | 1,420,440 | 86,812 |
| Trade payables to related parties | ( 19,053 ) | 34,641 |
| Other payables | 69,685 | 79,931 |
| Other current liabilities | 160,902 | 105,881 |
| Non-current liabilities | ( 110,658 ) | ( 8,612 ) |
| Cash generated from operations | 6,828,447 | 5,879,267 |
| Interest received | 551,613 | 692,822 |
| Interest paid | ( 376,143 ) | ( 155,131 ) |
| Income tax paid | ( 1,502,217 ) | ( 1,647,796 ) |
| Net cash generated from operating activities | 5,501,700 | 4,769,162 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | ( 116,630 ) | ( 829,552 ) |
| Proceeds from sale of financial assets at fair value through other comprehensive income | 130,857 | 6,645 |
| Received capital decreased from sale of financial assets at fair value through other comprehensive income | 7,980 | - |
| Purchase of financial assets at amortized cost | ( 1,080,278 ) | ( 2,801,688 ) |
| Proceeds from sale of financial assets at amortized cost | 514,057 | 1,287,421 |
| (Continued) |
GLOBAL BRANDS MANUFACTURE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Amount | Amount | |
| Purchase of financial assets at fair value through profit or loss | ($ 548,355) | ($ 67,400) |
| Proceeds from sale of financial assets at fair value through profit or loss | 360,705 | 42,970 |
| Acquisition of investments accounted for using the equity method | - | ( 275,099) |
| Acquisition of subsidiaries (Note 29) | ( 4,878,143) | - |
| Proceeds from disposal of non-current assets held for sale | - | 103,712 |
| Purchase of property, plant and equipment | ( 1,812,158) | ( 2,439,302) |
| Proceeds from disposal of property, plant and equipment | 32,987 | 18,739 |
| Decrease (increase) in refundable deposits | 4,068 | ( 9,741) |
| Payments for intangible assets | ( 4,435) | ( 1,011) |
| (Increase) decrease in other non-current assets | ( 4,237) | 1,160 |
| Increase in prepayments for equipment | ( 552,824) | ( 460,020) |
| Dividends received | 114,436 | 101,920 |
| Net cash used in investing activities | ( 7,831,970) | ( 5,321,246) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase (decrease) in short-term borrowings | 7,463,406 | ( 255,425) |
| Proceeds from long-term borrowings | 5,750,160 | 4,450,000 |
| Repayments of long-term borrowings | ( 7,466,742) | ( 3,000,000) |
| Increase in guarantee deposits received | 8,928 | 60,665 |
| Repayment of the principal of lease liabilities | ( 236,367) | ( 194,167) |
| Dividends paid to shareholders of the Company | ( 1,422,909) | ( 1,565,200) |
| Issue ordinary shares for cash | 1,872,250 | - |
| Payments for purchase of treasury stock | ( 275,004) | ( 17,799) |
| Treasury stock transferred to employees | 291,936 | 125,787 |
| Changes in non-controlling interests | - | ( 38,647) |
| Net cash generated from (used in) financing activities | 5,985,658 | ( 434,786) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | ( 387,423) | 733,297 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,267,965 | ( 253,573) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 9,641,338 | 9,894,911 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 12,909,303 | $ 9,641,338 |
The accompanying notes are an integral part of the consolidated financial statements.
- 17 -
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Global Brands Manufacture Ltd.
Opinion
We have audited the accompanying parent company only financial statements of Global Brands Manufacture Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).
In our opinion, based on our audit result and the audit reports of other auditors (please refer to the Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the 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 the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audit result and the audit reports of other auditors.
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 for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2025 are stated as follows:
The Existence of Sales Revenue of subsidiaries accounted for using equity method
For a subsidiary accounted for using the equity method, the impact of the assessment regarding whether sales revenue from a specific customer actually occurred is considered significant. Therefore, this matter constitutes a key audit matter for the audit of the parent company’s financial statements for the year 2025.
We have performed our audit procedures on subsidiaries to understand the sale procedures of sale revenue and internal control, selecting samples to inspect external orders, shipping documents and receipt vouchers to confirm proper recognition of sales revenue and receive the payment on schedule according to transaction terms.
Other Matter
In the parent company only financial statements, certain subsidiaries accounted for using the equity method, was audited by other auditors. Therefore, in respect of the amounts included in the parent company only financial statements relating to such investees accounted for under the equity method, our opinion expressed herein, insofar as it relates to such amounts, is based on the audit reports of the other auditors. As of December 31, 2025, the carrying amount of investments accounted for under the equity method in the aforementioned investees amounted to $4,805,528 thousand, representing 9.91% of the total assets. From April 8, 2025 to December 31, 2025, the share of profit recognized from these investees amounted to $415,763 thousand.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain 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 the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material
-
18 -
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Ker-Chang Wu and Chih-Yi Chang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
GLOBAL BRANDS MANUFACTURE LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 2,911,873 | 6 | $ 1,135,506 | 3 |
| Financial assets at amortized cost– current (Notes 4 and 9) | 161,660 | - | - | - |
| Trade receivables (Notes 4 and 10) | 4,243,269 | 9 | 4,261,902 | 11 |
| Trade receivables from related parties (Notes 4, 10 and 24) | 227,493 | 1 | 170,085 | 1 |
| Other receivables | 26,931 | - | 25,593 | - |
| Other receivables from related parties (Note 24) | 433,522 | 1 | 744,035 | 2 |
| Other current assets (Note 12) | 12,783 | - | 8,215 | - |
| Total current assets | 8,017,531 | 17 | 6,345,336 | 17 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 49,817 | - | 49,564 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 2,916,846 | 6 | 2,295,805 | 6 |
| Financial assets at amortized cost - non-current (Notes 4 and 9) | 1,527,194 | 3 | 1,742,378 | 5 |
| Investments accounted for using the equity method (Notes 4 and 11) | 35,857,994 | 74 | 27,699,862 | 72 |
| Property, plant and equipment | 2,753 | - | 2,486 | - |
| Deferred tax assets (Notes 4 and 19) | 109,200 | - | 94,300 | - |
| Refundable deposits | 16 | - | 16 | - |
| Total non-current assets | 40,463,820 | 83 | 31,884,411 | 83 |
| TOTAL | $ 48,481,351 | 100 | $ 38,229,747 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 13) | $ 9,230,000 | 19 | $ 5,753,569 | 15 |
| Notes payable | 2,419 | - | 2,152 | - |
| Trade payables | 235,851 | - | 183,520 | - |
| Trade payables to related parties (Note 24) | 3,822,480 | 8 | 3,471,938 | 9 |
| Other payables (Notes 14 and 24) | 444,317 | 1 | 429,227 | 1 |
| Current tax liabilities (Notes 4 and 19) | 346,737 | 1 | 254,670 | 1 |
| Current portion of long-term borrowings (Note 13) | 76,923 | - | - | - |
| Other current liabilities (Note 14) | 566,212 | 1 | 496,168 | 1 |
| Total current liabilities | 14,724,939 | 30 | 10,591,244 | 27 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 13) | 6,705,594 | 14 | 4,446,500 | 12 |
| Deferred tax liabilities (Notes 4 and 19) | 101,600 | - | 115,000 | - |
| Credit balance of investments accounted for using the equity method (Notes 4 and 11) | 728,110 | 2 | 321,926 | 1 |
| Total non-current liabilities | 7,535,304 | 16 | 4,883,426 | 13 |
| Total liabilities | 22,260,243 | 46 | 15,474,670 | 40 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 16) | ||||
| Share capital | 4,993,030 | 10 | 4,743,030 | 13 |
| Capital surplus | 5,632,047 | 12 | 3,843,447 | 10 |
| Retained earnings | ||||
| Legal reserve | 2,399,508 | 5 | 2,115,417 | 6 |
| Unappropriated earnings | 11,110,918 | 23 | 9,649,304 | 25 |
| Total retained earnings | 13,510,426 | 28 | 11,764,721 | 31 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | 740,450 | 1 | 1,592,241 | 4 |
| Unrealized valuation Gain on Financial assets at fair value through other comprehensive income | 1,345,155 | 3 | 829,437 | 2 |
| Total Other equity | 2,085,605 | 4 | 2,421,678 | 6 |
| Treasury shares | - | - | ( 17,799 ) | - |
| Total equity | 26,221,108 | 54 | 22,755,077 | 60 |
| TOTAL | $ 48,481,351 | 100 | $ 38,229,747 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
GLOBAL BRANDS MANUFACTURE LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 17 and 24) | $ 15,572,120 | 100 | $ 14,089,372 | 100 |
| COST OF GOODS SOLD (Note 24) | 13,822,089 | 89 | 12,580,694 | 89 |
| GROSS PROFIT | 1,750,031 | 11 | 1,508,678 | 11 |
| OPERATING EXPENSES (Notes 15, 18 and 24) | ||||
| Selling and marketing expenses | 114,809 | 1 | 92,649 | 1 |
| General and administrative expenses | 474,023 | 3 | 363,668 | 3 |
| Expected credit reversal gain (Note 10) | (235) | - | (16,490) | - |
| Total operating expenses | 588,597 | 4 | 439,827 | 4 |
| PROFIT FROM OPERATIONS | 1,161,434 | 7 | 1,068,851 | 7 |
| NON-OPERATING INCOME AND EXPENSES (Notes 4, 18 and 24) | ||||
| Interest income | 174,449 | 1 | 153,576 | 1 |
| Other income | 79,782 | 1 | 65,034 | - |
| Other gains and losses | 84,586 | 1 | 143,535 | 1 |
| Finance costs | (318,868) | (2) | (153,344) | (1) |
| Share of profit of subsidiaries and associates | 2,359,443 | 15 | 1,762,312 | 13 |
| Total non-operating income and expenses | 2,379,392 | 16 | 1,971,113 | 14 |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 3,540,826 | 23 | 3,039,964 | 21 |
| INCOME TAX EXPENSE (Notes 4 and 19) | (390,323) | (3) | (195,231) | (1) |
| NET PROFIT FOR THE YEAR | 3,150,503 | 20 | 2,844,733 | 20 |
(Continued)
GLOBAL BRANDS MANUFACTURE LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income | $ 512,633 | 3 | ($ 627,873) | ( 4 ) |
| Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method | 21,196 | - | ( 3,083 ) | - |
| 533,829 | 3 | ( 630,956 ) | ( 4 ) | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method | ( 851,791 ) | ( 5 ) | 1,461,505 | 10 |
| ( 851,791 ) | ( 5 ) | 1,461,505 | 10 | |
| Other comprehensive income (loss) for the year, net of income tax | ( 317,962 ) | ( 2 ) | 830,549 | 6 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 2,832,541 | 18 | $ 3,675,282 | 26 |
| EARNINGS PER SHARE (NT$, Note 20) | ||||
| Basic | $ 6.55 | $ 6.01 | ||
| Diluted | $ 6.54 | $ 5.99 |
The accompanying notes are an integral part of the parent company only financial statements.
GLOBAL BRANDS MANUFACTURE LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital | Capital Surplus | Retained Earnings | Other Equity | Treasury Shares | Total | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Unappropriated Earnings | Total | Exchange Differences on Translating the financial Statements of Foreign Operations | Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | |||||
| BALANCE AT JANUARY 1, 2024 | $ 4,743,030 | $ 3,727,460 | $ 1,799,519 | $ 8,689,495 | $ 10,489,014 | $ 130,736 | $ 1,456,567 | ($ 126,187) | $ 20,420,620 |
| Appropriation of 2023 earnings | |||||||||
| Legal reserve | - | - | 315,898 | ( 315,898 ) | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | ( 1,565,200 ) | ( 1,565,200 ) | - | - | - | ( 1,565,200 ) |
| Share-base payments | - | 116,387 | - | - | - | - | - | - | 116,387 |
| Treasury stock transferred to employee | - | ( 400 ) | - | - | - | - | - | 126,187 | 125,787 |
| Net profit for the year ended December 31, 2024 | - | - | - | 2,844,733 | 2,844,733 | - | - | - | 2,844,733 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | 312 | 312 | 1,461,505 | ( 631,268 ) | - | 830,549 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | 2,845,045 | 2,845,045 | 1,461,505 | ( 631,268 ) | - | 3,675,282 |
| Purchase of treasury shares | - | - | - | - | - | - | - | ( 17,799 ) | ( 17,799 ) |
| Changes from investments in subsidiaries accounted for using the equity method | - | - | - | ( 4,138 ) | ( 4,138 ) | - | 4,138 | - | - |
| BALANCE AT DECEMBER 31, 2024 | 4,743,030 | 3,843,447 | 2,115,417 | 9,649,304 | 11,764,721 | 1,592,241 | 829,437 | ( 17,799 ) | 22,755,077 |
| Appropriation of 2024 earnings | |||||||||
| Legal reserve | - | - | 284,091 | ( 284,091 ) | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | ( 1,422,909 ) | ( 1,422,909 ) | - | - | - | ( 1,422,909 ) |
| Share-base payments | - | 167,217 | - | - | - | - | - | - | 167,217 |
| Treasury stock transferred to employee | - | ( 867 ) | - | - | - | - | - | 292,803 | 291,936 |
| Issuance of ordinary shares for cash (Note 16) | 250,000 | 1,622,250 | - | - | - | - | - | - | 1,872,250 |
| Net profit for the year ended December 31, 2025 | - | - | - | 3,150,503 | 3,150,503 | - | - | - | 3,150,503 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | 100 | 100 | ( 851,791 ) | 533,729 | - | ( 317,962 ) |
| Total comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | 3,150,603 | 3,150,603 | ( 851,791 ) | 533,729 | - | 2,832,541 |
| Purchase of treasury shares | - | - | - | - | - | - | - | ( 275,004 ) | ( 275,004 ) |
| Changes from investments in subsidiaries accounted for using the equity method | - | - | - | 18,011 | 18,011 | - | ( 18,011 ) | - | - |
| BALANCE AT DECEMBER 31, 2025 | $ 4,993,030 | $ 5,632,047 | $ 2,399,508 | $ 11,110,918 | $ 13,510,426 | $ 740,450 | $ 1,345,155 | $ - | $ 26,221,108 |
The accompanying notes are an integral part of the parent company only financial statements.
GLOBAL BRANDS MANUFACTURE LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Amount | Amount | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax from continuing operations | $ 3,540,826 | $ 3,039,964 |
| Adjustments for: | ||
| Depreciation expenses | 1,099 | 996 |
| Expected credit reversed recognized on trade receivables | ( 235 ) | ( 16,490 ) |
| Net (gain) loss from changes of financial assets at fair value through profit or loss | ( 253 ) | 436 |
| Interest expense | 318,868 | 153,344 |
| Interest income | ( 174,449 ) | ( 153,576 ) |
| Share-based payment | 167,217 | 116,387 |
| Dividend income | ( 65,917 ) | ( 38,031 ) |
| Share of profit of subsidiaries and associates | ( 2,359,443 ) | ( 1,762,312 ) |
| Reversal of write-downs of inventories | - | ( 69,381 ) |
| Changes in operating assets and liabilities | ||
| Trade receivables | 18,868 | 123,946 |
| Trade receivables from related parties | ( 57,408 ) | ( 109,876 ) |
| Other receivables | ( 8,146 ) | 28,235 |
| Other receivables from related parties | 1,509 | 899 |
| Inventories | - | 147,860 |
| Other current assets | ( 4,568 ) | 1,035 |
| Notes payable | 267 | 430 |
| Trade payables | 52,331 | 114,495 |
| Trade payables to related parties | 350,542 | ( 885,422 ) |
| Other payables | 7,005 | ( 34,713 ) |
| Other current liabilities | 70,044 | 129,690 |
| Cash generated from operations | 1,858,157 | 787,916 |
| Interest received | 173,111 | 128,167 |
| Interest paid | ( 309,766 ) | ( 149,846 ) |
| Income tax paid | ( 326,556 ) | ( 459,799 ) |
| Net cash generated from operating activities | 1,394,946 | 306,438 |
(Continued)
GLOBAL BRANDS MANUFACTURE LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Amount | Amount | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | ($ 116,388) | ($ 683,247) |
| Received capital decreased from sale of financial assets at fair value through other comprehensive income | 7,980 | - |
| Purchase of financial assets at amortized cost | ( 5,827) | ( 771,708) |
| Purchase of financial assets at fair value through profit or loss | - | ( 25,000) |
| Acquisition of investments accounted for using the equity method | ( 6,756,969) | ( 1,375,833) |
| Proceeds from capital reduction of investments accounted for using equity method | 473,033 | 176,610 |
| Purchase of property, plant and equipment | ( 1,366) | ( 975) |
| Proceeds from disposal of property, plant and equipment | - | 21 |
| Decrease in refundable deposits | - | 1 |
| Decrease in other receivables from related parties | 309,004 | 596,461 |
| Dividends received | 126,753 | 118,548 |
| Net cash used in investing activities | ( 5,963,780) | ( 1,965,122) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 3,476,431 | 502,871 |
| Proceeds from long-term borrowings | 5,410,000 | 4,450,000 |
| Repayments of long-term borrowings | ( 3,075,000) | ( 3,000,000) |
| Decrease in guarantee deposits received | - | ( 315) |
| Dividends paid to shareholders of the Company | ( 1,422,909) | ( 1,565,200) |
| Issue ordinary shares for cash | 1,872,250 | - |
| Payments for purchase of treasury stock | ( 275,004) | ( 17,799) |
| Treasury stock transferred to employees | 291,936 | 125,787 |
| Net cash generated from financing activities | 6,277,704 | 495,344 |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | 67,497 | ( 80,655) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,776,367 | ( 1,243,995) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 1,135,506 | 2,379,501 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 2,911,873 | $ 1,135,506 |
The accompanying notes are an integral part of the parent company only financial statements.
Attachment 3
GLOBAL BRANDS MANUFACTURE LTD.
Audit Committee's Review Report
The Board of Directors has prepared and submitted the Company's 2025 business report, financial statements and the profit distribution proposal, of which the financial statements had been audited by Wu Ker-Chang and Chang Chih-Yi, CPAs of Deloitte & Touche, who also had provided an auditor's report.
The above business report, financial statements and the profit distribution proposal have been verified by the Audit Committee without any discrepancies found. This report is prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
GLOBAL BRANDS MANUFACTURE LTD.
The convener of the Audit Committee: Chao Yuan-San
2026/04/28
- 26 -
Attachment 4
GLOBAL BRANDS MANUFACTURE LTD.
The Status of Repurchase of The Company's Shares
- Repurchases already completed:
| Treasury stocks | 14th | 15th |
|---|---|---|
| Purpose of buy-back | Transfer to employees | Transfer to employees |
| Timeframe of buy-back | 2024/12/27-2025/02/26 | 2025/05/05-2025/07/04 |
| Price range (NT$ per share) | 53~76 | 50~70 |
| Class, quantity of shares repurchased | Common shares 2,500,000 | Common shares 2,000,000 |
| Value of shares repurchased | NT$ 163,265,159 | NT$ 129,538,315 |
| Quantity of repurchased shares as a percentage of total shares to be repurchased | 100% | 100% |
| Shares sold / transferred (shares) | 2,500,000 (Note 2) | 2,000,000 (Note 3) |
| Accumulated number of company shares held (shares) | 0 | 0 |
| Percentage of total company shares held (%) | 0 | 0 |
Note 1: The total number of common shares issued is 499,303,000 shares.
Note 2: Transferred to employees: 976,000 shares at 2025/03/05; 1,472,184 shares at 2025/06/13; 51,816 shares at 2025/09/30.
Note 3: Transferred to employees: 459,816 shares at 2025/06/13; 1,540,184 shares at 2025/09/30.
-
Any repurchase still in progress: None.
-
27 -
GLOBAL BRANDS MANUFACTURE LTD.
14th Plan of Transferring the Repurchased Shares to Employees
Established on 2024/12/26
Article 1 To motivate employees and to enhance internal cohesion of the Company, the Company adopts the Rules in accordance with Article 28-2 of R.O.C. Securities and Exchange Act and the Guidelines for Repurchase of Shares by Listed and OTC Companies. The Company will follow the guidelines and related regulation for the purchase of treasury stocks and the process of transferring those stocks to employees.
Article 2 The shares which is repurchased for the purpose of transferring to employees are common shares issued by the Company. Unless otherwise regulated by other relevant laws or regulations, the rights and obligations of those shares are as same as other outstanding common shares issued by the Company.
Article 3 The repurchased shares, following the rules, will be transferred to employees in one time or in several times within 5 years from the date of repurchase.
Article 4 Employees who are eligible to be the assignee of the repurchased shares should be employed by the Company before the subscription date, including full-time employees of the Company and its subsidiaries. Employees' subscription ratio and number of shares are determined base on employees' title, salary, years of service, performance, and their contribution to the Company.
The qualifications of the transferee in the preceding paragraph and the number of shares that can be subscribed shall be decided in accordance with the relevant laws and regulations at the time of the transfer, taking into account the Company's operational needs and business development strategies and guidelines, and shall also take into account the total amount of repurchased shares held by the Company on the subscription base date and a single employee factors such as the upper limit of the number of shares to be subscribed, shall be formulated by the human resources department in accordance with the principles in the preceding paragraph, and shall be decided by the board of directors, and shall not be authorized by the chairman of the board. Employees with manager status in the stock subscription list shall be submitted to the Remuneration Committee for discussion and then submitted to the board of directors for approval; non-manager employees shall be submitted to the Audit Committee for discussion and then submitted to the board of directors for approval.
The subsidiary mentioned in the first paragraph refer to a subsidiary which the company directly or indirectly holds more than 50% of the subsidiary's voting shares.
Article 5 The transfer procedure of this share repurchase program is described as follows:
- The Company publicly announces it is going to repurchase outstanding shares and will execute within the implemented period following the Board of Directors' resolution.
- Operational matters such as the base date for employee stock subscription, the criteria for the number of shares to be subscribed, the subscription payment period, the content of rights and restrictions, etc., the Company's human resources department will make a proposal in accordance with the provisions of these regulations.
- Employees who do not make payment of shares subscription within the subscription period are deemed abstention. The remaining unsubscribed shares shall be referred to other employees for subscription according to Article 4 of this Plan.
- The Company will complete the related registration based on the actual number of shares subscribed by employees.
Article 6 The share repurchased is transferred to the employees at an average price of the actual
- 28 -
repurchased costs. However, before transfer, if there is an increase or decrease in the issued ordinary shares of the Company, the transfer price may be adjusted within the range of the increase or decrease of the issued shares.
Adjusted transfer price = average actual repurchased price per share x (total number of ordinary shares at the completion of the Company's repurchase of shares ÷ total number of ordinary shares before the Company transfers the repurchased shares to employees).
Article 7 After the repurchased shares are being transferred and registered under the employees' names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares.
Article 8 The taxes and fees incurred for shares transferred in accordance with the Guidelines shall be handled in accordance with the laws and regulations and the relevant operations of the Company at the time of transfer.
Article 9 The Guidelines are effective after resolved by the Board of Directors and may be amended upon approval by the board of directors.
Article 10 The Rules shall be reported to the Shareholders meeting, and the same shall apply when revised.
- 29 -
GLOBAL BRANDS MANUFACTURE LTD.
15th Plan of Transferring the Repurchased Shares to Employees
Established on 2025/05/02
Article 1 To motivate employees and to enhance internal cohesion of the Company, the Company adopts the Rules in accordance with Article 28-2 of R.O.C. Securities and Exchange Act and the Guidelines for Repurchase of Shares by Listed and OTC Companies. The Company will follow the guidelines and related regulation for the purchase of treasury stocks and the process of transferring those stocks to employees.
Article 2 The shares which is repurchased for the purpose of transferring to employees are common shares issued by the Company. Unless otherwise regulated by other relevant laws or regulations, the rights and obligations of those shares are as same as other outstanding common shares issued by the Company.
Article 3 The repurchased shares, following the rules, will be transferred to employees in one time or in several times within 5 years from the date of repurchase.
Article 4 Employees who are eligible to be the assignee of the repurchased shares should be employed by the Company before the subscription date, including full-time employees of the Company and its subsidiaries. Employees' subscription ratio and number of shares are determined based on employees' title, salary, years of service, performance, and their contribution to the Company.
The qualifications of the transferee in the preceding paragraph and the number of shares that can be subscribed shall be decided in accordance with the relevant laws and regulations at the time of the transfer, taking into account the Company's operational needs and business development strategies and guidelines, and shall also take into account the total amount of repurchased shares held by the Company on the subscription base date and a single employee factors such as the upper limit of the number of shares to be subscribed, shall be formulated by the human resources department in accordance with the principles in the preceding paragraph, and shall be decided by the board of directors, and shall not be authorized by the chairman of the board. Employees with manager status in the stock subscription list shall be submitted to the Remuneration Committee for discussion and then submitted to the board of directors for approval; non-manager employees shall be submitted to the Audit Committee for discussion and then submitted to the board of directors for approval.
The subsidiary mentioned in the first paragraph refer to a subsidiary which the company directly or indirectly holds more than 50% of the subsidiary's voting shares.
Article 5 The transfer procedure of this share repurchase program is described as follows:
- The Company publicly announces it is going to repurchase outstanding shares and will execute within the implemented period following the Board of Directors' resolution.
- Operational matters such as the base date for employee stock subscription, the criteria for the number of shares to be subscribed, the subscription payment period, the content of rights and restrictions, etc., the Company's human resources department will make a proposal in accordance with the provisions of these regulations.
- Employees who do not make payment of shares subscription within the subscription period are deemed abstention. The remaining balance that is not subscribed can be subscribed in subsequent times during the transfer period. The board of directors will discuss the subscription with other employees in accordance to Article 4 of this Plan.
-
The Company will complete the related registration based on the actual number of shares subscribed by employees.
-
30 -
Article 6 The share repurchased is transferred to the employees at an average price of the actual repurchased costs. However, before transfer, if there is an increase or decrease in the issued ordinary shares of the Company, the transfer price may be adjusted within the range of the increase or decrease of the issued shares.
Adjusted transfer price = average actual repurchased price per share x (total number of ordinary shares at the completion of the Company's repurchase of shares ÷ total number of ordinary shares before the Company transfers the repurchased shares to employees).
Article 7 After the repurchased shares are being transferred and registered under the employees' names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares.
Article 8 The taxes and fees incurred for shares transferred in accordance with the Guidelines shall be handled in accordance with the laws and regulations and the relevant operations of the Company at the time of transfer.
Article 9 The Guidelines are effective after resolved by the Board of Directors and may be amended upon approval by the board of directors.
- 31 -
Attachment 5
GLOBAL BRANDS MANUFACTURE LTD.
The Status of Endorsements and Guarantees
For the Year Ended December 31, 2025
(In Thousands of NT$)
| Endorser / Guarantor | Endorsee / Guarantee | Outstanding Endorsement/ Guarantee at the End of the Period |
|---|---|---|
| Global Brands Manufacture Ltd. | Up First Investments Ltd. | 0 |
| Global Brands Manufacture Ltd. | Lincstech EPC Co., Ltd. (Note 4) | 602,400 |
| Global Brands Manufacture Ltd. | Lincstech Circuit Malaysia Sdn. Bhd. (Note 3) | 0 |
| Global Brands Manufacture Ltd. | Lincstech Co., Ltd. | 6,425,600 |
| Dong Guan Jin Cheng Electronics Technology Co., Ltd. | Global Brands Manufacture (Dongguan) Ltd. | 5,125 |
Note 1: The total amount of guarantee provided by the Company to any individual entity shall not exceed 100% of the net worth of the Company. The total amount of guarantee provided by the Company shall not exceed 200% of the net worth of the Company.
Note 2: The total amount of guarantee provided by Dong Guan Jin Cheng Electronics Technology Co., Ltd. ("Dong Guan Jin Cheng") to any individual entity shall not exceed 50% of the net worth of Dong Guan Jin Cheng. The total amount of guarantee provided by Dong Guan Jin Cheng shall not exceed 50% of the net worth of Dong Guan Jin Cheng. When engaging in endorsement guarantees due to business relationships, the amount of the endorsement guarantee cannot exceed the total amount of transactions with the subsidiary in the last year (whichever is higher, the purchase or sales amount between the two parties)
Note 3: The company was formerly known as ELNA Pcb (M) Sdn. Bhd. and was renamed to Lincstech Circuit Malaysia Sdn. Bhd. in October 2025.
Note 4: The company was formerly known as ELNA Printed Circuits Co., Ltd. and was renamed to Lincstech EPC Co., Ltd. in January 2026.
- 32 -
Attachment 6
GLOBAL BRANDS MANUFACTURE LTD.
The Status of Company's Investment in Mainland China
For the Year Ended December 31, 2025
(In Thousands of NT$, except for foreign currency)
| Investee Company | Main Businesses and Products | Total Amount of Paid-in Capital | Accumulated Outward Remittance for Investment from Taiwan | Ownership (%) |
|---|---|---|---|---|
| Chuan Yi Computer (Shenzhen) Co., Ltd. | PCB production and sales service | USD 43,210,000 | 910,819 | 100 |
| Yi-Kuan Electronics (Shenzhen) Co., Ltd. | PCB sales service | HKD 52,000,000 | 186,434 | 100 |
| Chuan Yi Computer (Chongqing) Co., Ltd. | PCB production and sales service | USD 47,000,000 | 1,410,198 | 100 |
| Jingcheng Yuanmao Electronics Technology (Chongqing) Co., Ltd. | Property Management | USD 12,000,000 | 376,540 | 100 |
| Ever-Precise recycle company | Waste recycling and wastewater treatment trafficking | USD 2,100,000 | 43,190 | 100 |
| GHPW (Chongqing) Co., Ltd. | Enterprise real estate management | USD 24,000,000 | 216,694 | 30 |
| Kunshan Yuansong Electronics Technology Co., Ltd. | PCB assembly sale service | USD 40,000,000 | 314,776 | 100 |
| Dong Guan Xiang Cheng Electronics Technology Co., Ltd. | Industrial plant rental and property management | USD 34,300,000 | 582,298 | 100 |
| Kunshan Yuanmao Electronics Technology Co., Ltd. | Property management | USD 65,000,000 | 1,319,205 | 100 |
| Dong Guan Jin Cheng Electronics Technology Co., Ltd. | Property management | USD 5,200,000 | 0 | 100 |
| Dong Guan Yao Cheng Electronics Technology Co., Ltd. | Property management | USD 1,500,000 | 0 | 100 |
| Kunshan Xionqqiang Electronics Technology Co., Ltd. | Property management | USD 5,700,000 | 235,060 | 100 |
| Global Brands Manufacture (Dongguan) Ltd. | PCB assembly sale service | USD 63,000,000 | 0 | 100 |
| Jingjia Electronics Technology (Wuhu) Co., Ltd. | Industrial plant rental | USD 19,500,000 | 592,664 | 100 |
| Dong Guan CMK Global Brands Manufacture Ltd. | PCB production and sales service | USD 14,219,970 | 0 | 86 |
| Accumulated Outward Remittance for Investments in Mainland China | Investment Amount Authorized by the Investment Commission, MOEA | Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA | ||
| --- | --- | --- | ||
| 6,239,628 | USD 345,961,600 | |||
| HKD 30,000,001 | Note 2 |
Note 1: The exchange rates of US dollars as of and for the year ended December 31, 2025 were 31.43 and 31.18, respectively.
Note 2: According to article 3 of "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China", the Company being certified as an operation headquarter by Industrial Development Bureau, MOEA Operations Headquarters is not subject to the upper limit on its investment amount.
Attachment 7
GLOBAL BRANDS MANUFACTURE LTD.
2025 Earnings Distribution Proposal
Unit: NT$
| Item | Amount | Note |
|---|---|---|
| Unappropriated Retained Earnings of Previous Years | 7,942,304,788 | |
| Net profit | 3,150,502,553 | |
| Plus: Remeasurements of Defined Benefit Plans | 99,960 | |
| Plus: Subsidiaries disposal investments in equity instruments designated as at fair value through other comprehensive income | 18,010,912 | |
| Total comprehensive income | 3,168,613,425 | |
| Less: 10% Legal Reserve | (316,861,343) | |
| Accumulated distributable earnings | 10,794,056,870 | |
| Distribution Item: | ||
| Cash Dividends to Common share Holders | 1,298,187,800 | NT$ 2.60 per share |
| Unappropriated Retained Earnings | 9,495,869,070 |
Note1: The total number of common shares issued is 499,303,000.
Chairman: Chiao Yu-Heng
Managerial officer: Tao Cheng-Kuo / Yang Chien-Hui
Accounting officer: Weng Chia-Yu
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Attachment 8
GLOBAL BRANDS MANUFACTURE LTD.
The Comparison Table of Amendment of the Procedures for Lending Funds to Other Parties
| After | Before | Explanation |
|---|---|---|
| Article 4: Loan Term and Interest Calculation Method: The term of each loan shall be limited to one year. | ||
| Loans between foreign companies in which the Company directly or indirectly holds 100% of the voting shares, or loans from such foreign companies to the Company, for the purpose of short-term financing, shall not be subject to the limitation stated in the preceding paragraph; however, the loan term shall not exceed five years. | ||
| The interest rate for loans shall not be lower than the highest rate at which the Company borrows short-term funds from financial institutions. As a general rule, interest on the Company’s loans shall be paid monthly. In special circumstances, with the approval of the Board of Directors, adjustments may be made according to actual needs. | Article 4: Loan Term and Interest Calculation Method: The term of each loan shall be limited to one year. | |
| The interest rate for loans shall not be lower than the highest rate at which the Company borrows short-term funds from financial institutions. As a general rule, interest on the Company’s loans shall be paid monthly. In special circumstances, with the approval of the Board of Directors, adjustments may be made according to actual needs. | Amended in accordance with the Company’s operational needs. |
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Attachment 9
GLOBAL BRANDS MANUFACTURE LTD.
The List of Director Candidates
| NO | Nominated Position | Name | Sex | Education | Work Experience | Current Positions | Shareholding (Share) |
|---|---|---|---|---|---|---|---|
| 1 | Director | Chiao, Yu-Heng | Male | MBA, Golden Gate University | Chairman of Walsin Technology Corp.; Former Vice Chairman of Walsin Lihwa Corp. | Chairman of Walsin Technology Corp., Inpaq Technology Co., Ltd., Silitech Technology Corp., Prosperity Dielectrics Co., Ltd., Info-Tek Corp.; Chairman & CEO of Global Brands Manufacture Ltd., HannStar Board Corp., Walton Advanced Engineering, Inc.; Vice Chairman & General CSO of Career Technology (MFG.) Co., Ltd.; Director of Walsin Lihwa Corp. | 6,707,775 |
| 2 | Director | Xing Xing Investment Co., Ltd.: Chiao, Tzu-Yu | Female | Bachelor degree of business school Carnegie Mellon University | Director Representative of HannStar Board Corp. | Director Representative of HannStar Board Corp. | 871,269 |
| 3 | Director | HannStar Board Corp.: Yang, Chien-Hui | Male | Bachelor Degree in Electronic Engineering, National Taipei Institute of Technology | President of the Company; Senior manager of Airvast Technology Inc. | Director Representative and President of the Global Brands Manufacture Ltd.; Director Representative of Info-Tek Corp., Sunrise Corporation, Info-Tek Holding Co., Ltd.; Director of INFO-TEK Electronics (Suzhou) Co, Ltd. | 201,204,729 |
| 4 | Director | HannStar Board Corp.: Chen, Kuen-Hwang | Male | Master of Science in Mining, Metallurgy and Materials Science, National Cheng Kung University | AVP of Walsin Technology Corp.; Vice President of HannStar Board Corp.; President of HannStar Board (Jiangyin) Co., Ltd. | Chairman of HannStar Board (Jiangyin) Co., Ltd. | 201,204,729 |
| NO | Nominated Position | Name | Sex | Education | Work Experience | Current Positions | Shareholding (Share) |
|---|---|---|---|---|---|---|---|
| 5 | Director | HannStar Board Corp.: Lai, Wei-Chen | Male | Bachelor Degree in Management Science, National Chiao Tung University | President of the Company; Operation President of HannStar Board Corp.; Manager of Compeq Manufacturing Co., Ltd. | Director Representative of the Company, HannStar Board Corp.; Chairman of Career Technology (MFG.) Co., Ltd. | 201,204,729 |
| 6 | Independent Director | Chao, Yuan-San | Male | Bachelor Degree in Accountant, City University of Seattle, Accountant certificate | Chairman of Danen Technology Corp; President of Lian-Tai Venture Capital Corp.; Vice President of Shi-Da Integrated Circuit Co., Ltd.; Senior Manager of China Development Co., Ltd. | Chairman (Director Representative) of Taiwan Microloops Corp.; Director of Wei Bo investment company; Independent Director of Global Brands Manufacture Ltd. | 0 |
| 7 | Independent Director | Yang, Chin-Shing | Male | Bachelor Degree in Electrical Engineering, National Tsing Hua University | Director of Asia-Pacific Business Center of Philips Jiunyuan Electric; Vice President of Walsin Technology Corp.; President of Prosperity Dielectrics Co., Ltd.; Chairman of Joyin Co., Ltd. | None | 0 |
| 8 | Independent Director | Chen, Yun-Ju | Female | EMBA, Dulane University | Director Representative & Vice President of Lucky Cement Corp.; Chairman of Ri-Kon Construction Co., Ltd., Shi-Yi Cement Corp. | Chairman (Director Representative) of Lucky Cement Corp.; Chairman of Ri-Kon Construction Co., Ltd., Shi-Yi Cement Corp.; Independent Director of Global Brands Manufacture Ltd. | 0 |
| 9 | Independent Director | Fung Ka Fai, Karfield | Male | University of London, Law Faculty; National University of Singapore, Law Faculty | Senior Vice President of Daiwa Securities; Vice President of Singapore Exchange; Director of Advanced Engineering Fund Ltd. | Independent Director of Global Brands Manufacture Ltd. | 0 |
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Attachment 10
GLOBAL BRANDS MANUFACTURE LTD.
List of New Directors Being Released from Non-Competition Restriction
| Position | Name | Company Name & Position | |
|---|---|---|---|
| Director | Chiao, Yu-Heng | Walsin Technology Corp. | Chairman |
| Inpaq Technology Co., Ltd. | Chairman (Director Representative) | ||
| Silitech Technology Corp. | Chairman | ||
| Prosperity Dielectrics Co., Ltd. | Chairman | ||
| Info-Tek Corp. | Chairman | ||
| HannStar Board Corp. | Chairman & CEO | ||
| Walton Advanced Engineering, Inc. | Chairman & CEO | ||
| Career Technology (MFG.) Co., Ltd. | Vice Chairman & General CSO | ||
| Walsin Lihwa Corp. | Director | ||
| Director | Xing Xing Investment Co., Ltd. | HannStar Board Corp. | Corporate Director |
| Director | HannStar Board Corp. | Career Technology (MFG.) Co., Ltd. | Corporate Director |
| Walsin New Energy Corporation | Corporate Director | ||
| Director | HannStar Board Corp.: Yang, Chien-Hui | Info-Tek Corp. | Director Representative |
| INFO-TEK Electronics (Suzhou) Co, Ltd. | Director | ||
| Director | HannStar Board Corp.: Chen, Kuen-Hwang | Chairman of HannStar Board (Jiangyin) Co., Ltd. | Chairman |
| Director | HannStar Board Corp.: Lai, Wei-Chen | HannStar Board Corp. | Director Representative |
| Career Technology (MFG.) Co., Ltd. | Chairman (Director Representative) |
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Appendix 1
GLOBAL BRANDS MANUFACTURE LTD.
Rules of Procedure for Shareholders Meetings
Amended on 2023/06/14
Article 1: Shareholders Meeting (including physical shareholder meeting and virtual shareholders meeting) of the Company shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with the Company Act and other relevant laws.
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.
Article 2: The Company shall specify in the shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. 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.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company 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. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.
Article 3: Attendance and voting at shareholders meetings shall be calculated based on numbers of shares.
Article 4: The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 5: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 6: The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
Article 7: The Company, beginning from the time it accepts shareholder attendance registrations,
shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting. The recorded materials shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 8: The chair shall call the meeting to order at the appointed meeting time and announce the relevant information such as the number of non-voting rights and the number of shares present. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act.
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.
Article 9: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the shareholders may elect a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The shareholders cannot designate any other person as chairman and continue the meeting in the same or other place after the meeting is adjourned.
Article 10: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
Article 11: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
Article 12: When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
Article 13: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 14: When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
Article 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
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Article 16: When a meeting is in progress, the chair may announce a break based on time considerations.
Article 17: Except otherwise specified in the Company Act, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. Except otherwise specified in the relevant law, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights of the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
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.
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the name of unsuccessful directors and the number of voting rights obtained.
Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19: The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
Article 20: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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Appendix 2
GLOBAL BRANDS MANUFACTURE LTD.
Procedure for Director Election
Amended on 2021/07/13
Article 1: To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the "Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies".
Article 2: Except as otherwise provided by law and the Articles of Incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3: The qualifications and election for the independent directors shall comply with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and the relevant laws.
Article 4: The cumulative voting method shall be used for election of the directors. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 5: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 6: The number of directors will be as specified in the Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 7: The board of directors shall prepare ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8: (Deleted)
Article 9: A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by a person with the right to convene.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate whose name is entered in the ballot does not conform to the director candidate list.
- Other words or marks are entered in addition to the number of voting rights allotted.
Article 10: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site.
Article 11: The Company shall issue notifications to the persons elected as directors.
Article 12: Elections of directors of the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
The election of independent directors and non-independent directors shall be held together, and the number of independent directors and non-independent directors elected shall be calculated separately. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes.
Article 13: These Procedures, and any amendments hereto, shall be implemented after approval by the Shareholders Meeting.
Appendix 3
GLOBAL BRANDS MANUFACTURE LTD.
Articles of Incorporation
Amended on 2022/06/08
Chapter 1: General provisions
Article 1: The Company is constituted in accordance with the Company Act, and shall be known as GLOBAL BRANDS MANUFACTURE LTD.
Article 2: The Company is engaged in the following businesses:
- C801010 Basic industrial chemical manufacturing.
- CA01020 Iron and steel rolls over extends and crowding.
- CA01080 Aluminum refinery manufacturing.
- CA01100 Aluminum material rolls over extends and crowding.
- CA02010 Metal architectural components manufacturing.
- CC01020 Electric wires and cables manufacturing.
- CC01060 Wired communication equipment and apparatus manufacturing.
- CC01070 Telecommunication equipment and apparatus manufacturing.
- CC01110 Computers and computing peripheral equipment manufacturing.
- CK01010 Footwear manufacturing
- F106010 Wholesale of ironware.
- F107200 Wholesale of chemistry raw material.
- F111090 Wholesale of building materials.
- F206010 Retail sale of ironware.
- F211010 Retail Sale of building materials.
- G801010 Warehousing and storage.
- I301010 Software design services.
- CA01050 Iron and steel rolling, drawing, and extruding.
- CA01060 Steel Wires and cables manufacturing.
- CA01090 Aluminum casting manufacturing.
- F207200 Retail sale of chemistry raw material.
- CC01120 Data storage media manufacturing and duplicating.
- F401010 International trade.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company's total external investment may exceed forty percent (40%) of its paid-in capital.
Article 2-2: When necessary for its operations, the Company may provide endorsement and guarantee in accordance with the Company Act and other relevant rules.
Article 3: The Company is established in Taipei City. Where necessary, the Company may establish branch companies domestically or overseas subject to the resolution by its Board of Directors.
Article 4: The method to make public announcements of the Company shall be subject to Article 28 of the Company Act.
Chapter 2: Shares
Article 5: The total capital stock of the Company shall be in the amount of NT$ 8,000,000,000, divided into 800,000,000 shares, at a par value of 10 New Taiwan Dollars (NT$10) each, and may be issued in installments subject to the resolution of the Board of Directors. Within the aforementioned capital, NT$ 600,000,000 divided into 60,000,000 shares shall be reserved for issuing warrants, preferred shares with warrants or corporate bonds with warrants, and may be issued in installments subject to the resolution of the Board of Directors.
Article 5-1: In the event that the Company intends to transfer to employees the bought-back shares at the price lower than the actual average buying-back price, or to issue employee warrants whose exercise price is lower than the closing price of the Company stocks as of
the issue date, a resolution at a shareholders meeting shall be adopted prior to such transfer if voted in favor by two-thirds of the votes at a shareholders meeting at which shareholders of more than one-half of the total issued and outstanding shares are present.
Article 6: Stocks of the Company shall be registered, signed or sealed by at least three Directors. The stocks shall be issued after proper certification by the competent authority or its authorized registration institutes. Stocks issued by the Company are not required to be printed. The Company, however, shall contact the centralized securities depository enterprise institution for registration or depository of the share certificates for the stocks or shares issued.
Article 7: The Company shall administer all the stock-related operations in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.
Article 8: (Deleted)
Article 9: (Deleted)
Article 10: Registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting of shareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Chapter 3: Shareholders Meeting
Article 11: The shareholders meetings of the Company are classified into two types. The regular shareholders meeting shall be convened within 6 months after close of each fiscal year. An extraordinary shareholders meeting shall be convened when necessary, in accordance with the law. The convening of regular and special meetings of shareholders shall be governed by the Company Act.
Article 11-1: The Company's shareholders meeting may be held by video conference or other methods announced by the competent authority.
Article 12: A shareholder, if unable to attend the shareholders meeting, may appoint a proxy to attend on the shareholder's behalf by executing a power of attorney and stating therein the scope of power authorized to the proxy. The authorization shall be processed in accordance with "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies".
Article 13: A shareholders meeting convened by the Board of Directors shall be chaired by the Chairman. When the Chairman of the board of directors is on leave or absent or unable to exercise his power and authority for any reason, the vice chairman shall act on behalf of the Chairman. When there is no vice chairman, or the vice chairman is also on leave or absent or unable to exercise his power and authority for any reason, the chairman of the board of directors shall designate one of the managing directors to act as chair, or if there are no managing directors, one of the directors shall be designated to act as chair. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman for the shareholders meeting. For a shareholders meeting convened by any other person on behalf of the Chairman, he/she shall act as the chairman of that meeting. However, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Article 14: Each share held by the shareholders of the Company shall be entitled to one vote. No voting power shall be granted, however, to Company shares prescribed in Article 179 of the Company Act.
Article 15: Resolutions at a shareholders meeting shall, unless otherwise prescribed in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 16: Resolutions of a shareholders meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the Company within 20 days after the meeting. The distribution, recording and preservation of the minutes in the preceding paragraph shall be handled in accordance with Article 183 of the Company Act.
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Article 16-1: A proposal to cancel the public issuance of the Company's shares shall be filed for a resolution in the shareholders meeting. No revision to this provision is allowed during the listing period.
The aforesaid resolution shall be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of the outstanding shares of the Company, or the resolution shall be adopted by two-third of the voting rights exercised by the shareholders present at the shareholders meeting who represent a majority of the outstanding shares of the Company.
Chapter 4: Directors
Article 17: The Company shall have seven to eleven directors, including at least three independent directors and not less than one-fifth of the number of directors. The term of office of directors shall be three years; re-election shall be permissible. The total shares owned by the directors of the Company shall be in compliance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies". The Professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination, regulations governing the election, and other matters with respect to independent directors shall be in compliance with related regulations prescribed by the Competent Authority.
The Company shall establish an Audit Committee in accordance with Articles 14-4 of the Securities and Exchange Act. The Committee shall be composed of the entire number of independent directors. Regulations governing the exercise of the Audit Committee's powers of office, and related matters shall be in compliance with the Company Act, the Securities and Exchange Act, and relevant rules.
Article 17-1: The election of directors is held by nomination mythology in accordance with Article 192-1 of the Company Act, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates.
The election of directors shall be in compliance with the Company's "Procedures for Election of Directors".
Article 18: In case no election of new directors is effective after expiration of the term of office of existing directors, the term of office of existing directors shall be extended until the time new directors have been elected and assumed their office.
Article 19: In accordance with Articles 208 of the Company Act, the board of directors shall elect a chairman from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect in the same manner a vice chairman of the board.
Article 20: When the number of directors is below five, the Company shall hold a by-election for directors at the next following shareholders meeting. The New directors of by-election shall serve the remaining term of the predecessors. When the number of vacancies of the Company's board of directors equals to one third of the total number of directors, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies.
Article 21: The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice. The notice of the meeting may distribute in writing, fax, email, etc.
The chairman may hold a temporary meeting when the chairman deems it is necessary or when requested by two or more directors. Board meetings shall be convened and chaired by the chairperson of the board. When the chairperson of the board is unable to attend, the vice chairperson shall act in place of the chairperson. When the vice chairperson is unable to attend, the chairperson shall appoint one of the directors to act. If no such designation is made by the chairperson, the directors shall select one person from among themselves to serve as chair.
Article 21-1: The Company may purchase liability insurance for Directors.
Article 22: Except otherwise provided by the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board
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of directors meeting attended by a majority of all directors. A director unable to attend in person may appoint another director to attend the meeting. The proxy form shall state the scope of authorization with respect to the reasons for convening the meeting. The proxy can only be the appointed proxy by only one person. Attendance by videoconference will be deemed attendance in person.
Article 23: Discussions at a board meeting shall be recorded in the meeting minutes. The minutes of a board meeting shall bear the signature or seal of the chairperson, and a copy of the minutes shall be distributed to each director within 20 days after the meeting. The minutes shall state the method of resolution and the result for each proposal. The attendance book being a part of the minutes for each board meeting shall be retained for the duration of the existence of the Company.
The meeting minutes in the preceding paragraph may be prepared and distributed in electronic form.
Article 24: (Deleted)
Article 25: The directors of the Company are entitled to a fixed remuneration regardless of the Company's operating profit or loss. The amount is authorized by the board of directors according to the deliberation of the Remuneration Committee, the director's participation in the Company's operations, the value of their contributions, and with reference to domestic and foreign industry standards.
Article 25-1: The Board of Directors shall have the following functions and responsibilities:
- Appointment and discharge of managers.
- Decision in establishment, reorganization or removal of branch offices.
- Approval of organizational by-laws and important business rules.
- Approval of budget and examination of the annual accounts of each fiscal year.
- Approval of the operation plan.
- Approval of the acquisition and disposal of the material assets
- Other material matters that, under any other law, must be approved by resolution at a board meeting.
Article 25-2: (Deleted)
Chapter 5: Managers
Article 26: The Company may have managers, whose appointments, discharge, and remunerations shall be subject to provisions in Article 29 of the ROC Company Act.
Article 27: (Deleted)
Article 28: (Deleted)
Chapter 6: Accounting
Article 29: After the closing of each fiscal year, the following reports shall be prepared by the Board of Directors and submitted to the regular shareholders meeting for acceptance:
- Business report;
- Financial statements;
- Proposal concerning appropriation of earnings or covering the accumulated deficit.
Article 29-1: If the Company has profits in a given fiscal year, it shall allocate no less than 1% of that year's profits as employee compensation (of which no less than 45% shall be distributed to grassroots-level employees). Additionally, no more than 1% of the profits may be allocated as directors' compensation. However, if the Company has accumulated losses, the amount needed to cover such losses shall be reserved first.
The employee compensation mentioned in the preceding paragraph shall be distributed in stock or cash as resolved by the Board of Directors, and may include employees of subsidiaries who meet certain criteria.
Article 30: After the Company has offset its accumulated losses from previous years and paid all the tax, the Company shall set aside 10% of its net profits as legal reserve. Of the remainder of the preceding paragraph plus the surplus retained earnings of previous year, if necessary, the Company shall set aside a special reserve as stipulated by the law or the competent authority and decide its plan of earnings distribution, which shall be determined by a resolution adopted by the Shareholders meeting.
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Article 30-1: The company's dividend policy is determined in accordance with the Company Act and the Company's Articles of Incorporation, and is a stable principle based on the Company's future development plans, financial structure, operating conditions and other factors. The distributable surplus may be retained at its discretion or distributed in the form of stock dividends or cash dividends. The Company is in a stage of business growth and its industry prosperity and development trends are changing rapidly. In order to promote the Company's sustainable business development, it pursues long-term financial stability and meets shareholders' needs for cash inflow. The Company's board of directors shall decide a plan, which shall be approved by the Company's shareholders, and the percentage of cash dividends shall not be less than 10% of the total dividends to be distributed.
Chapter 7: Supplementary Provisions
Article 31: The internal organizational rules and regulations of the Company shall be separately stipulated by the Board of Directors.
Article 32: Any matter which is not prescribed in these Articles of Incorporation shall be governed by the Company Act and other relevant laws and regulations.
Article 33: These Articles of Incorporation, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
Article 34: These Articles of Incorporation were established on 1973/02/13. The 1st amendment was made on 1976/03/15. The 2nd amendment was made on 1976/05/06. The 3rd amendment was made on 1978/07/01. The 4th amendment was made on 1980/07/01. The 5th amendment was made on 1981/03/04. The 6th amendment was made on 1982/01/20. The 7th amendment was made on 1983/09/10. The 8th amendment was made on 1984/10/12. The 9th amendment was made on 1984/11/07. The 10th amendment was made on 1985/06/20. The 11th amendment was made on 1986/02/28. The 12th amendment was made on 1986/03/23. The 13th amendment was made on 1986/08/10. The 14th amendment was made on 1986/12/03. The 15th amendment was made on 1988/08/29. The 16th amendment was made on 1989/05/22. The 17th amendment was made on 1990/01/12. The 18th amendment was made on 1990/03/12. The 19th amendment was made on 1990/09/27. The 20th amendment was made on 1991/06/13. The 21st amendment was made on 1992/06/18. The 22th amendment was made on 1993/06/04. The 23rd amendment was made on 1994/06/10. The 24th amendment was made on 1996/06/14. The 25th amendment was made on 1997/07/05. The 26th amendment was made on 1999/06/28. The 27th amendment was made on 2000/06/19. The 28th amendment was made on 2001/06/14. The 29th amendment was made on 2001/11/06. The 30th amendment was made on 2002/05/23. The 31st amendment was made on 2003/05/06. The 32th amendment was made on 2003/11/11. The 33th amendment was made on 2004/06/03. The 34th amendment was made on 2005/06/10. The 35th amendment was made on 2006/06/09. The 36th amendment was made on 2007/04/30. The 37th amendment was made on 2008/05/30. The 38th amendment was made on 2009/06/19. The 39th amendment was made on 2010/06/14. The 40th amendment was made on 2011/06/15. The 41st amendment was made on 2012/06/15. The 42th amendment was made on 2014/06/20. The 43th amendment was made on 2015/06/17. The 44th amendment was made on 2016/06/17. The 45th amendment was made on 2017/06/20. The 46th amendment was made on 2019/06/18. The 47th amendment was made on 2022/06/08. The 48th amendment was made on 2025/06/18.
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Appendix 4
GLOBAL BRANDS MANUFACTURE LTD.
Shareholdings of All Directors
The book closure date for the Annual Shareholders Meeting: 2026/04/20.
| Title | Name | Current Shareholding | |
|---|---|---|---|
| Shares | Rate (%) | ||
| Chairman | Chiao Yu-Heng | 6,707,775 | 1.34 |
| Director | Xing Xing Investment Co., Ltd.: Chiou, Yuh-Sheng | 871,269 | 0.17 |
| Director | HannStar Board Corp.: Yang, Chien-Hui | 201,204,729 | 40.30 |
| Director | HannStar Board Corp.: Chen, Chao-Ju | 201,204,729 | 40.30 |
| Director | HannStar Board Corp.: Lai, Wei-Chen | 201,204,729 | 40.30 |
| Independent Director | Chao, Yuan-San | 0 | 0 |
| Independent Director | Hsiung, Yu-Fei | 0 | 0 |
| Independent Director | Chen, Yun-Ju | 0 | 0 |
| Independent Director | Fung Ka Fai, Karfield | 0 | 0 |
| Total | 208,783,773 | 41.81 |
Note 1: The total number of common shares issued is 499,303,000 shares as of the book closure date for the Annual Shareholders Meeting.
Note 2: The minimum numbers of shares required to be held by the entire bodies of directors in accordance with Article 26 of the Securities and Exchange Act: 16,000,000 shares.
Note 3: The Company has established an Audit Committee in replacement of corporate supervisors.