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GEM — AGM Information 2026
May 22, 2026
52099_rns_2026-05-22_439ee8a1-896d-4694-95ab-ee70684e73a0.pdf
AGM Information
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STOCK CODE:2460

GEM TERMINALS
GEM TERMINAL IND. CO., LTD.

2026 Annual Shareholders' Meeting Meeting Handbook
Date :June 23 . 2026
PLACE : NO. 138,LANE513,TA-TUNG ROAD, LU-CHU DIST, KAOHSIUNG CITY, TAIWAN, R.O.C
(This English translation is prepared in accordance with Chinese version and is for reference purposes only. In the event for any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)
Table of Contents
Meeting Procedure...1
Meeting Agenda...2
Report Matters...3
Proposals...4
Extemporary Motions...4
Attachments
- 2025 Business Report...5~16
- Audit Committee’s Report...17
- 2025 Loans of Funds to Others...18
- 2025 Information on the Investments in Mainland China...19
- Sustainable Development Action Plan...20~22
- Implementation of the Company's Share Repurchase...23
- Independent Auditors’ Report and 2025 Parent Company Only Financial Statements, Consolidated Financial Statements...24~42
Appendices
- Articles of Incorporation...43~46
- Rules Governing Procedure for Board Meetings...47~51
- Shareholding of Directors...52
- Others...53
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GEM TERMINAL INDUSTRY CO., LTD
Procedure for 2026 Annual Shareholders’ Meeting
- Call the Meeting to Order
- Chairperson Takes Chair
- Chairperson Remarks
- Report Matters
- Matters for Recognition
- Extemporary Motions
- Adjournment
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GEM TERMINAL INDUSTRY CO., LTD
Agenda of 2026 Annual Shareholders’ Meeting
- Time: June 23, 2026 Tuesday at 9:00 a.m.
- Place: No. 138, Ln. 513, Datong Rd., Luzhu Dist., Kaohsiung City (company meeting room)
- Type of Meeting: Physically held
- Attendance: All shareholders and their proxy holders
- Chairman: Mr. Su, Dun-Li
- Chairman Remarks
- Report Matters
7.1 2025 Business Operations
7.2 Audit Committee’s Report of the 2025 Audited Financial Reports
7.3 2025 Loans of Funds to Others
7.4 2025 Information on the Investments in Mainland China
7.5 Formulation of Sustainable Development Action Plan
7.6 Report on the implementation status of the Company's share repurchase. - Proposals
8.1 The Company’s 2025 Business Report and Audited Financial Reports
8.2 The Company’s Resolution on the Ratification of the Deficit Compensation for 2025 - Extemporary Motions
- Adjournment
Report Matters
Item 1: 2025 Business Operations (Proposed by the Board of Directors)
Descriptions: Please refer to Attachment 1 (Page 5~16) of this handbook for the Company’s 2025 Business Report (including the Consolidated Business Report).
Item 2: Audit Committee’s Report of the 2025 Audited Financial Reports (Proposed by the Board of Directors)
Descriptions: Please refer to Attachment 2 (Page 17) of this handbook for the Audit Committee’s Review Report.
Item 3: 2025 Loans of Funds to Others (Proposed by the Board of Directors)
Descriptions: Please refer to Attachment 3 (Page 18) of this handbook for the loans of funds to others for 2025.
Item 4: 2025 Information on the Investments in Mainland China (Proposed by the Board of Directors)
Descriptions: Please refer to Attachment 4 (Page 19) of this handbook for the 2025 information of investment in Mainland China.
Item 5: Formulation of Sustainable Development Action Plan (Proposed by the Board of Directors)
Descriptions: The Company has formulated the sustainable development action plan according to Article 5 and Article 9 of the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”. Please refer to Attachment 5 (Page 20~22) of this handbook for the Sustainable Development Action Plan.
Item 6: Report on the implementation status of the Company's share repurchase.
Descriptions: In accordance with the Rules for Transfer of Repurchased Shares to Employees and the Rules for the Fourth Transfer of Repurchased Shares to Employees, the Company carried out the transfer of treasury shares to employees. The Company completed the transfer of all such shares on September 25, 2025. For the execution status of the Company's share repurchases, please refer to Appendix 6 on page 23 of this Handbook.
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Proposals
Proposal 1: The Company’s 2025 Business Report and Audited Financial Reports (Proposed by the Board of Directors)
Description: 1. The 2025 Individual and Consolidated Financial Statements were audited by the independent auditors, Chiu-Yen Wu and Tzu-Yuan Chang, of Deloitte & Touche and have been approved by Audit Committee.
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The 2025 Individual and Consolidated Financial Statements, the Deficit Compensation, and 2025 Business Report (including the consolidated business report).
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Please refer to Attachment 1 (page 5~16) of this handbook for the Business Report related to this proposal. Please refer to Attachment 7 (page 24~42) of this handbook for the Audit Report and other related reports.
Resolution:
Proposal 2: Resolution on the Ratification of the Deficit Compensation for 2025 (Proposed by the Board of Directors)
Description: 1. The Company’s 2025 Deficit Compensation Plan has been resolution by the Board of Directors.
- The Company’s 2025 Deficit Compensation Plan is stated as following:
GEM TERMINAL IND. CO., LTD
Deficit Compensation Plan
2025
(Awaiting the approval of the shareholders meeting in 2026) Unit: NT$
| Deficit to be Compensated, Beginning | (314,877,475) | |
|---|---|---|
| Disposal of Investments in Equity Instruments Designated at Fair Value Through Other Comprehensive Income (Including Its Subsidiaries) | 7,422,677 | |
| Unappropriated Earnings, After Adjustment | (307,454,798) | |
| Current Net Loss After Tax | (500,761,286) | |
| Accumulated Deficits to be Covered | (808,216,084) | |
| Legal Reserve Used to Cover Accumulated Deficits | 364,826,270 | |
| Special Reserve Used to Cover Accumulated Deficits | 46,574,665 | |
| Capital Surplus – Share Premium Used to Cover Accumulated Deficits | 295,017,556 | |
| Capital Surplus – Others Used to Cover Accumulated Deficits | 17,296 | |
| Ending Balance of Accumulated Deficits to be Covered | (101,780,297) |
Chairman: SU, TUN-LI Managerial Officer: Ho, Yi-Lin Accounting Manager: Chen, Li-Yi
Resolution:
Extemporary Motions
Adjournment
Attachment 1
GEM TERMINAL IND. CO., LTD.
2025 Business Report
According to the latest World Economic Outlook published by the International Monetary Fund, global economic growth is projected at 3.2% in 2025 and 3.1% in 2026. The report indicates that the global economy is currently undergoing a period of adjustment characterized by geoeconomic fragmentation and policy transition. Amid rising protectionism and supply chain restructuring, global economic growth momentum is expected to gradually moderate, and the overall outlook remains challenging.
Although global inflationary pressures have shown signs of easing, the pace of interest rate cuts varies across economies, and inflation in certain regions remains above expected targets, resulting in sustained pressure from elevated borrowing costs in the market. In addition, labor markets continue to face challenges arising from population aging and skills shortages. Coupled with fiscal vulnerabilities and sovereign debt rollover risks, these factors have further constrained economic growth. In response to potential financial volatility arising from the repricing of technology-related assets, the Company will continue to closely monitor global political and economic developments, strengthen its financial resilience, and enhance governance transparency to ensure stable operations amid an increasingly uncertain environment.
The terminal industry itself is a technically mature industry. Affected by geopolitical tensions and the tariff trade war, GEM Group has leveraged its global layout advantages by swiftly reallocating production facilities. In addition to transferring production equipment to Vietnam GEM to capitalize on its advantages in labor and electricity costs, the group has implemented a sustainable approach where brass scraps generated during the punching and lathe production are directly recycled at the Company's own copper refining plant, thereby avoiding the 22% export tariff imposed on brass scraps in Vietnam. Moreover, Vietnam GEM has the advantage of lower processing costs compared to other copper factories.
In response to the national standard (GB1002-2024) by the People's Republic of China, stipulating the mandatory equipment of insulating sheaths on household plugs to be fully implemented on 1st August 2027, GEM adopts the copper material, which is refined in-house, and add the "patented item" of one-shot molding. Compared with the two-shot molding technology in the industry in general, the Company has the advantages of costs, product quality, and stable production. In response to the mandatory requirements under GB 1002-2024 announced by the People's Republic of China, which require household plugs to be equipped with insulating sleeves, with implementation commencing on August 1, 2025, and a transition period for insulated-sleeve plugs extending until August 1, 2027, when full mandatory enforcement will take effect, the Company has successfully developed an integrated plug terminal with an insulating sleeve. The product is applicable to markets governed by standards such as GB, SAA, and PSE. By utilizing self-smelted copper raw materials together with the Company's patented one-piece forming technology, as compared with the conventional secondary forming processes commonly adopted in the
industry, the Company possesses competitive advantages in material savings, labor efficiency, and manufacturing cost reduction.
In response to increasingly important environmental protection issues, the Company has aligned with the European Union's Restriction of Hazardous Substances (RoHS) Directive and global environmental protection trends, and has taken the lead in obtaining safety certifications from VDE Association and British Standards Institution. The Company has comprehensively developed environmentally friendly micro low-lead copper plug products for various international markets to ensure continuous market supply. The Company fully adopts certified C2800 materials and optimized environmentally friendly micro low-lead copper (GEM19-589) as materials for terminal connectors. Through its Vietnam manufacturing facility, the Company independently conducts copper smelting and wire drawing for the production of such copper materials, making the Company the world's only terminal connector manufacturer with fully integrated in-house copper smelting and wire drawing capabilities. In addition, the Company is a first-tier manufacturer with capabilities in the production of environmentally compliant materials and the machining of turned products in accordance with European Union environmental standards. On June 9, 2021, Jian Tong was invited to participate in the online stakeholder meeting on RoHS exemptions under the theme of "A Successful Case of Replacing Electrical Contact Components," where the Company shared its successful conversion experience with industry stakeholders. The consulting association appointed by the European Union evaluated the Company's case as a "Door Opener" for alternative products, demonstrating clear technical feasibility. Although the broad impact of the products makes it difficult to apply the solution across all manufacturing processes, the European Union nevertheless stated in its final report that participants generally recognized Jian Tong's successful conversion case. On January 6, 2025, the European Union submitted an updated notification regarding RoHS exemption requests to the World Trade Organization Technical Barriers to Trade Committee (TBT Committee). Under exemption item 6(c), covering copper alloys containing lead content not exceeding 4%, an extension of the exemption period through December 31, 2026 was proposed. It is expected that customers will begin initiating relevant certification procedures approximately one year prior to the expiration of the exemption period.
The primary applications for our new multi-gauge strip copper materials are in the markets of new energy vehicles and semiconductor lead frames. The processing techniques for these materials are categorized into two types: Milling and Rolling. GEM's Milling process was acknowledged by Taiwan to handle material thicknesses ranging from 0.25mm to 6mm, with the capability to mill down to a minimum thickness of 0.08mm.
GEM Taiwan has established a specialized advanced copper materials manufacturing facility, making it one of the few high-end manufacturers in the world with integrated Rolling, Milling, and Rolling-plus-Milling composite processing technologies. The facility is capable of independently processing and casting red copper alloys and semiconductor-grade materials. It can directly cast and manufacture products using the Rolling Process, and can further integrate the Milling Process to maximize the advantages of both technologies. Suzhou GEM is able to procure copper flat plates from copper suppliers in Mainland China and further process them into multi-gauge strip copper materials through the Milling Process. Looking ahead, the Company plans to introduce the Rolling Process into Vietnam GEM, enabling Vietnam GEM to manufacture products using the Rolling Process. By leveraging the duty-free advantages under the ASEAN Plus One framework, raw materials produced by Vietnam GEM may be supplied to Suzhou GEM. Through the complementary advantages
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of the Rolling Process and the Milling Process, the Company aims to minimize raw material costs and maximize profitability. The red copper products manufactured by the specialized advanced copper materials facility commenced mass production in 2025 and have entered a stage of stable and continuous sales. As of 2025, these products have contributed revenue of NT$265.31 million and are expected to continue contributing to the Company's revenue growth in the future.
GEM Taiwan and Vietnam GEM have recently further expanded its operations by introducing a copper scrap recycling program, diversifying its sources of copper raw materials and further enhancing its cost advantages. Built upon these solid foundations, the quality and supply capacity of the Company's products have earned market recognition and customer trust. At the same time, the Company remains committed to fulfilling its environmental responsibilities and contributing to global sustainability.
Implementation Overview
Impacted by the rapid changes in the overall market environment and uncertainties arising from U.S. tariff policies, revenue from the Company's traditional terminal products declined and fell below expectations. Many customers adopted a wait-and-see approach and prioritized reducing their existing inventory. Meanwhile, production capacity and sales of the Company's new products—specialized advanced copper materials—continued to grow steadily. The sales team also actively expanded market development efforts, and revenue contribution from these products has shown encouraging progress. In 2025, the Group's consolidated revenue amounted to NT$3,171.77 million, representing a decrease of NT$16.37 million, or 0.51%, compared with NT$3,188.14 million in 2024. The decrease was mainly attributable to intensified price competition and severe market saturation in the traditional terminal market, which limited the Company's pricing flexibility in securing orders. Although the production of specialized advanced copper materials has not yet reached an optimal economic scale, the overall learning curve has gradually taken shape. In addition, related labor and other costs such as equipment depreciation have been progressively recognized. As a result, the Group's consolidated gross profit margin in 2025 was 0%, representing a decrease of 6 percentage points from 6% in 2024.
The Group reported a consolidated net loss of NT$500.76 million in 2025, compared with a net loss of NT$230.08 million in 2024, representing an increase in net loss of NT$270.68 million, or 117.65%. Basic loss per share after tax for 2025 was NT$2.96.
Operation Policy
In response to escalating global trade tensions and policy uncertainties in the global economy, GEM Group has strategically realigned its operational footprint by leveraging the strengths of each regional operation to mitigate the impact of U.S. tariffs and policy changes. With the continued improvement in the Group's cost structure and the ramp-up of its new products—specialized advanced copper materials—the Group expects both consolidated revenue and gross profit margin to recover on a quarter-by-quarter basis. GEM Group is well prepared to embark on a new stage of growth and move toward a new milestone.
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GEM Terminal Ind.: Continual technological development of specialized advanced copper materials technologies to establish a solid foundation for serving the semiconductor market.
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GEM Precision has established a specialized advanced copper materials manufacturing facility, primarily focusing on the casting and production of red copper products, creating clear product differentiation from Vietnam GEM, which specializes in the smelting of brass materials within the Group's product portfolio.
By leveraging its strategic location, GEM Precision is able to provide prompt supply to the semiconductor market for applications such as lead frames, as well as the new energy vehicle market and other red copper-related application markets, including fine-grain copper rods, copper flat plates, busbars, and multi-gauge strip copper materials.
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Multi-gauge strip copper materials are primarily applied in the new energy vehicle (NEV) and semiconductor markets, such as applications for lead frames. The processing technologies for such products are mainly divided into two categories: the Milling Process and the Rolling Process. The Milling Process is primarily applied to NEV-related products. Its key technical advantage lies in avoiding product instability caused by residual internal stress. The major competitors for this category of multi-gauge strip copper materials include Wieland Group and KME Germany GmbH, among others. The Rolling Process, on the other hand, is primarily applied to the semiconductor market, such as lead frame applications. Its key advantage lies in reducing material cutting and machining costs. By integrating Vietnam GEM's optimized copper refining technology, the Group is able to further eliminate residual internal stress in Rolling Process products.
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GEM is currently the only first-tier manufacturer in the industry equipped with both the Milling Process and the Rolling Process, providing fully integrated dual-process capabilities. Depending on product requirements, the Company is able to directly process multi-gauge strip copper materials through the Rolling Process, breaking the long-standing reliance on imported products previously dominated by overseas suppliers. The Company has also filled a critical gap in Taiwan's copper refining industry and contributed to the overall upgrading of the industry. Furthermore, by integrating the advantages of both the Milling Process and the Rolling Process, GEM is able to comprehensively meet diverse market demands while achieving an optimal balance between product quality and cost efficiency.
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Busbars are primarily used in power distribution systems for electrical power distribution applications, serving as conductors for high-current electrical equipment, such as the connection of phase conductors, neutral conductors, and grounding conductors in power distribution cabinets. They are also widely used in high-voltage and low-voltage electrical equipment, switch contacts, as well as in high-current smelting and electroplating applications. In addition, busbars can be applied in high-current power distribution scenarios, including commercial buildings, data centers, and industrial facilities, offering advantages such as excellent electrical conductivity, high current-carrying capacity, ease of processing, and high reliability. As busbars, heat sinks, and vapor chambers share the same high-thermal-conductivity copper materials and similar processing capabilities, the related technologies can be further extended to the manufacturing of thermal management components, including copper base plates, cooling fins, and vapor chambers. These technologies effectively spread heat sources and reduce temperature differentials in high heat-flux-density applications, further expanding the Company's cross-domain product portfolio in both power distribution and thermal management applications.
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GEM Terminal Ind. demonstrates sophisticated and well-established research and development capabilities, enabling the customization of products to meet the specific needs of clients in the semiconductor and new energy vehicle industries. Coupled with precision mold development, the Company excels at satisfying the advancing demands of innovative technology.
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Suzhou GEM and Dongguan GEM: Further strengthen presence in China's domestic market for NEV multi-gauge strip copper materials and GB-compliant insulated terminals.
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Automotive multi-gauge strip copper materials (for automotive wiring harness terminals used in both new energy vehicles and conventional fuel vehicles) are primarily manufactured by procuring copper flat plates from local suppliers in China for further precision processing. For connector applications requiring multi-gauge strip copper materials, as well as high-power IGBT Insulated-gate bipolar transistor lead frame and thermal dissipation applications in the NEV market, the Company applies its precision milling process to meet demanding product specifications. With comprehensive Milling Process capabilities, GEM is able to satisfy customers' customized product requirements. The Company successfully passed the VDA 6.3 qualification audit in 2021. The products subsequently obtained customer qualification approval by the end of 2023, commenced mass production and commercial shipment in 2024, and deliveries in 2025 increased by 99% compared with the total shipments for the full year of 2024.
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Leveraging its industry-leading multi-gauge strip copper materials technologies, GEM has successfully expanded into the fuse materials market. The world's leading fuse manufacturer, Littelfuse, began collaboration with the Company at the end of 2023, and by 2024, multiple products had entered commercial transactions. In addition, the world's third-largest fuse manufacturer, Jimen of China, has reached a preliminary consensus with Suzhou GEM to establish a strategic partnership for joint product development.
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China has officially mandated that, effective August 1, 2027, GB-standard plugs must be equipped with insulating sleeves. In response to this regulatory requirement, GEM completed the application for an invention patent for one-piece molded insulated plug products in 2023. Compared with the conventional secondary forming processes commonly adopted in the industry, the Company's patented technology offers competitive advantages in reducing material consumption, labor requirements, and manufacturing costs. The Company expects this technological advantage to significantly enhance future revenue growth and market share expansion. In addition to GB-standard insulated plugs for the China market, the Company has also expanded the development of one-piece injection-molded insulated terminal plugs for CNS standards in Taiwan, JIS standards in Japan, and SAA standards in Australia.
In response to changes in the market environment in Mainland China and the Group's strategic business realignment, GEM Group carried out an operational integration of its Dongguan, Suzhou, and Vietnam manufacturing facilities in September 2025, consolidating outstanding talent and production capacity across these operations. As part of this optimization initiative, the workforce structure of the Dongguan facility was streamlined, and selected key personnel were strategically reassigned to Suzhou GEM and Vietnam GEM to further optimize resource allocation. The Group expects these measures to further enhance operational efficiency and improve overall production productivity in the future.
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Vietnam GEM: Continual vertical integration; and provision of products featuring optimized copper refining technology.
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Vietnam GEM’s copper smelting plant primarily focuses on smelting brass products such as terminals and plug connectors. With relatively low capital expenditure for establishment, it holds a cost advantage over other copper plants in terms of processing. In light of the 22% export tariff imposed on brass scraps by the Vietnam government, Vietnam GEM has implemented its own copper scrap recycling projects in 2025, making the obtainment of copper raw materials more diversified and costs more advantageous.
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Vietnam GEM’s well-established and advanced smelting technology consistently supplies the C2800 “Optimized Environmentally Friendly Lead-Free Copper” (GEM Grade GEM19-589), a world-class environmentally friendly lead-free copper product, to various regions within the Group to comply with the EU ROHS2.0 directive issued in 2011. This directive explicitly prohibits the importation of lead-containing free-cutting brass rods into EU territories. Following the initiation of a new RoHS project (PACK22) on 15th December 2020 by the European Commission, GEM Terminal Ind. was invited to participate in an online stakeholder consultation conference, “GEM Terminal Ind.-Successful Case in Replacing Electrical Contact Components”, for RoHS Exemptions on 9th June 2021. Given the extensive impact of the product and its difficulty in application across all processes, the EU ultimately decided to grant an extension for the exemption. On January 6, 2025, the European Union submitted an updated notification regarding RoHS exemption requests to the World Trade Organization Technical Barriers to Trade Committee (TBT Committee). Under exemption item 6(c), covering copper alloys containing lead content not exceeding 4%, the European Union has comprehensively promoted the adoption of environmentally compliant copper materials and submitted a request to extend the exemption period through December 31, 2026. It is expected that customers will begin initiating relevant qualification and certification procedures approximately one year prior to the expiration of the exemption period.
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Tariff incentives for Vietnam GEM: Currently, duty-free privileges are granted upon obtaining a certificate of origin from the ASEAN-China Free Trade Area (ACFTA, or ASEAN 10+1). GEM benefits from Vietnam’s participation in the ASEAN 10+1 and the Regional Comprehensive Economic Partnership (RCEP), which stands as the world’s most expansive free trade agreement that officially came into effect on 1st January 2022. With its strategic presence in Vietnam, GEM can extend its reach beyond Southeast Asia, further covering a wide array of global markets
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The GEM Group is committed to supporting government policies and striving for ESG goals (Environmental protection, Social responsibility, and Governance). We have been promoting green manufacturing, aiming for high environmental standards such as zero waste water discharge, leading the way in environmentally friendly lead-free copper, and implementing a circular economy for scrap recycling. We actively invest in environmental protection, long-term support for talent education at schools, and caring for the underprivileged and animal welfare. We hope, through innovation and a macro perspective, to do our best in our duties for employees, shareholders, customers, suppliers, stakeholders, and the social environment, and create maximum interests for shareholder, while gaining profit for the Company, in anticipation of moving towards corporate sustainable development.
I. Implementation Results of the Business Plan:
The main business of the Company and its subsidiaries in 2025 was the sales of connectors (copper products). The consolidated net operating revenue was NT$ 3,171,773 thousand; the operating cost was NT$3,179,770 thousand; the operating gross loss was NT$7,997 thousand; the operating expenses was NT$427,379 thousand; the net non-operating expenses was NT$50,691 thousand; and the consolidated net loss before tax in 2025 was NT$ 486,067 thousand.
II. Comparison of Operating Performance (Unit: NT$ thousand)
| Item | 2025 | 2024 | Increase (Decrease) Amount |
|---|---|---|---|
| Net operating revenue | 3,171,773 | 3,188,136 | (16,363) |
| Operating cost | 3,179,770 | 3,000,852 | 178,918 |
| Operating margin | (7,997) | 187,284 | (195,281) |
| Operating expenses | 427,379 | 367,181 | 60,198 |
| Operating net profit (loss) | (435,376) | (179,897) | (255,479) |
| Net non-operating income (expenses) | (50,691) | (42,868) | (7,823) |
| Net profit (loss) before tax | (486,067) | (222,765) | (263,302) |
III. Comparison Table of 2025 Budget Execution Status (Unit: NT$ thousand)
| Item | Budget Amount | Actual Amount | Achievement Rate |
|---|---|---|---|
| Net operating revenue | 3,125,279 | 3,171,773 | 101.49% |
| Operating cost | 3,126,923 | 3,179,770 | 101.69% |
| Operating margin | (1,644) | (7,997) | -286.44% |
| Operating expenses | 421,786 | 427,379 | 101.33% |
| Net operating profit (loss) | (423,430) | (435,376) | 97.18% |
| Net non-operating income (expenses) | (56,997) | (50,691) | 111.06% |
| Net profit (loss) before tax | (480,427) | (486,067) | 98.83% |
IV. Analysis of Financial Income and Expenses and Profitability:
| Analysis Item | Financial Information for the Last Three Fiscal Years | |||
|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||
| Financial Structure (%) | Debt to Assets Ratio | 69.65 | 63.21 | 60.60 |
| Solvency (%) | Current Ratio | 96.27 | 118.06 | 127.85 |
| Quick Ratio | 67.10 | 83.19 | 87.26 | |
| Profitability | Return on Assets (%) | (8.55) | (3.25) | (2.69) |
| Return on Equity (%) | (28.78) | (11.29) | (7.85) | |
| Net Profit Rate (%) | (15.79) | (7.22) | (6.70) | |
| Basic Earnings (loss) Per Share (after tax) (NT$) (Note 1) | (2.91) | (1.39) | (1.05) | |
| Diluted Earnings Per Share (loss) (after tax) (NT$) (Note 1) | (3.00) | (1.39) | (1.05) |
Note 1: The calculation is based on the weighted average number of outstanding shares.
V. Analysis of 2025 Research and Development Status:
The Group's research and development in 2025 was mainly input in the development of the following products/processes:
(1) Completed the development of plug terminals for various countries, terminals for automotive wheel industries, and housing.
(2) Continued to expand the production capacity of terminals utilize flat wire brass material and injection molding processes.
(3) Completed the development of the 32-cavity SAA terminal injection molding process.
(4) Completed the development of multi-gauge strip copper materials.
(5) Completed the development of 10 sets of VDE hollow copper rods and commenced production.
(6) Completed the development of an automated assembly machine for PSE Rotating Plugs.
(7) Completed the development of UL receptacles integrated with neon lamp and LED products, as well as their automated assembly machines.
(8) Completed the development of the injection molding process for 24-cavity electrical terminals.
(9) Completed the development of one-piece molded products for GB 2-pin and 3-pin plugs (10A and 16A), as well as SAA semi-insulated round-to-flat terminals.
(10) Completed the development of multi-cavity molds for wiring harness terminal HOUSING products.
(11) Completed the introduction of piercing terminal technology for enameled wire applications.
(12) Completed the development of fine-grain copper rods (bars), busbars, and copper plates (strips), and commenced commercial production and sales.
Chairman: SU, TUN-LI
Managerial Officer: Ho, Yi-Lin
Accounting Manager: Chen, Li-Yi
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GEM TERMINAL IND. CO., LTD.
2025 Consolidated Business Report of Affiliated Companies
1. Consolidated Business Report of Affiliated Companies

2. Basic Information of Affiliated Companies
Unit: $ in foreign currency
| Name of Company | Date Established | Address | Paid-in Capital | Main Business or Products |
|---|---|---|---|---|
| Cheng Feng Investment Co., Ltd | 1995.12.04 | No. 151, Guochang Road, Lu-Chu District, Kaohsiung City | NTD 2,733,960 | Investment in various production businesses. Investment in securities investment trust companies, banks, insurance companies, trading companies, and cultural businesses. Investment in the construction of commercial buildings and government-subsidized housing. |
| Genius Terminal Co., Ltd. | 1996.01.22 | P.O.BOX 3443 Road Town Tortoal British Virgin Islands | USD 0 | International investment and international trade. |
| Global Electronics Terminal (Cayman) Co., Ltd. | 2004.11.01 | Grand Pavilion, Hibiscus Way, 802 West Bay Road, P.O. Box 31119, KY1-1205, Cayman Islands | USD40,137,184 | International investment. |
| Vibo Gem International Co., Ltd. | 2007.11.12 | Unit 12, 7/F., Blk B, Hi-Tech Ind'l Ctr, 5-21 Pak Tin Par St., Tsuen Wan, N.t. Hong Kong | HK359,972,616 | Trade and investment. |
| Global Electronics Terminal (HK) Co., Ltd. | 2004.12.07 | Unit 12 7/F Blk B Hi-Tech Ind'l Ctr 5-21 Pak Tin Par St Tsuen Wan Nt Hong Kong | HK 1,000,000 | International trade |
| Dongguan GEM Electronic & Metal Co., Ltd. | 1995.12.18 | Lu-Dong Management Area, Hu-Men, Dongguan, China | RMB 169,466,540 | Production and sales of terminals, electrical plugs and their plastic hardware components, terminal crimping machines, molds, computer plug-in, complete set of hardware electroplating, ceramic ferrule for optical fiber connectors, and hardware electronic plastic machinery. Wholesale and import/export of terminals, electrical components, computer plug-in, molds, terminal crimping machines, hardware electronic plastic machinery, copper strips, and copper plates (excluding goods managed by state trade and goods involving management by quota permits or special regulations shall be handled in accordance with relevant regulations). (Business activities for those items requiring permission according to the law may be conducted after approved by the authority concerned.) |
| Name of Company | Date Established | Address | Paid-in Capital | Main Business or Products |
|---|---|---|---|---|
| Suzhou GEM Opto-electronics Terminal Co., Ltd. | 2002.10.15 | Chun-Wang Rd, Dongqiao Town, Panyang Industrial Park, Xiang Chen District, Suzhou City, Jiangsu Province, China | RMB 250,678,622 | Design and manufacturing of new electronic components (optoelectronic devices, new electromechanical components), precision stamping molds with an accuracy higher than 0.02mm (including 0.02mm), precision cavity molds with an accuracy higher than 0.05mm (including 0.05mm), and mold standard parts; development and production of building hardware, plumbing equipment, and hardware components; manufacturing of high-temperature resistant insulation materials (insulation class F, H) and insulation molding parts; production of inorganic non-metallic materials and products (special ceramics); development and production of materials for semiconductors and components; new instrument components and materials (instrument connectors and plug-in, functional materials for instruments); specialized equipment and related complete set of hardware electroplating for electronic and electrical purposes, such as terminal crimping machines; selling self-produced products and related raw materials (excluding hazardous chemicals); wholesale and import/export of self-produced products, similar goods, and metal materials (excluding precious metals) (excluding goods managed by state trade and application for goods involving management by quota or permits shall be filed in accordance with relevant national regulations.); import/export of various goods and technologies, either as a self-operator or as an agent (except goods and technologies restricted by the state for enterprises, or prohibited for import/export). (Business activities for those items requiring permission according to the law may be conducted after approved by the authority concerned.) |
| GEM Terminal (Cayman) Co., Ltd. | 2010.08.12 | The Grand Pavilion Commercial Centre, Oleander Way,802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands | USD 18,598,333 | international investment |
| Vietnam GEM Electronic and Metal Co., Ltd. | 2007.4.11 | Lot D6, Road D1 & N2, Nam Tan Uyen Industrial Park, Khanh Binh Commune, Tan Uyen District, Binh Duong province Viet Nam. | VND397,378,684,472 | Manufacture and process various hardware products; mechanical processing and metal surface treatment; produce, process, and manufacture various molds and mold-related components; produce and process plastic products and plastic-related components; produce and process optical fiber connectors; produce and process copper strips, copper alloys, copper wires, and others; implement rights to export and import various hardware products, various molds and mold-related components, various plastic products and plastic-related components, machinery products, optical fiber connectors, copper strips, copper alloys, copper wires, and others. |
Note 1: The exchange rates for USS, HK$, RMBS, and VNS are as follows: US$1=NT$31.4350, HK$1=NT$4.0390, RMBS$1=NT$4.4985, and VNDS$1=NT$0.001199.
-
Presumed to be a controlled and affiliated person in accordance with Article 369-3 of the Company Act: Not applicable.
-
Industries covered by the overall affiliates’ business operations. (Describe the division of labor among the affiliates, if their business operations are inter-related.)
(1) The principal business operations of the affiliated enterprises of the Group primarily cover the manufacturing and sales of terminals, connectors, copper casting-related products, as well as equity investments and international trading.
(2) Division of labor among affiliates:
Each member of the GEM Group’s connector business operates as an independently managed business unit with integrated manufacturing and sales functions, producing terminals, connectors, and copper casting-related products that meet the needs of local customers.
The parent company, GEM Ind., has established the specialized plant for refining innovative copper forms. The major products are casting of brass to supply the semiconductor market (ex. lead frame), the new energy vehicle market, and the relevant products of brass series (ex. fine-grain copper rods, copper busway, flat copper conductor, special-shaped copper conductor, etc.). We are the only domestic company that combines the dual technologies of Milling and Rolling to provide a full range of market demand.
Suzhou GEM mainly purchases from external suppliers at negotiated prices and engages in the processes of slitting, trimming, stamping, plating, plastic injection molding, and assembly (part of which is transferred to Dongguan GEM for the post-plastic-injection-molding process). Then, Suzhou GEM is in charge of the coordination of orders from China, liaison with the local customers, and maintenance of business activities.
Dongguan GEM is mainly an OEM for Suzhou GEM.
Except for a small number of raw materials and consumables such as zinc ingots and electrolytic copper, which are collectively procured from non-related suppliers by the parent company GEM. Ind. on a price negotiation basis, Vietnam GEM procures raw materials and semi-finished products from external suppliers and Suzhou GEM separately through Global Electronics Terminal.
Vietnam GEM mainly sells semi-finished and finished products to affiliated enterprises, Suzhou GEM and the parent company GEM Ind. Then, Suzhou GEM and the parent company GEM Ind. are in charge of the final sales of products to customers, and to handle product defects, returns, and exchanges in after-sales service.
In addition, GEM has research and development personnel in place to continuously deepen its core technology and capability in self-production of connectors, and copper casting-related products. The Company also owns the main intangible assets of the Group, while Suzhou GEM and Vietnam GEM improve existing products and processes based on customer needs.
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- Name and Shareholding or Financing Status of each Affiliate's Directors, Supervisors, and General Managers Unit: Share; %
| Name of Company | Title | Name or Representative | Shareholding | |
|---|---|---|---|---|
| Share | Shareholding Ratio | |||
| Cheng Feng Investment Co., Ltd. | Director | Su, Che-Ming | NTD 661,448 | 24.19% |
| Genius Terminal Co., Ltd. | Director | GEM Terminal Ind. Co., Ltd.: Su, Dun-Li and Su, Zhong-Hong | 0 shares | 100% |
| Dongguan GEM Electronic & Metal Co., Ltd. | Director | Vibo Gem International Co., Ltd.: Su, Zhong-Hong, Su, Ta-Chun, and He, Yi-Lin | RMB 169,466,540 | 100% |
| Genius Terminal (HK) Ltd. | Director | Genius Terminal Co., Ltd. Representative: Su, Dun-Li, and Su, Zhong-Hong | RMB 250,678,622 | 100% |
| Suzhou GEM Opto-electronics Terminal Co., Ltd. | Director | Vibo Gem International Co., Ltd. Representative: Gu, Heng-Chang Su, Zhong-Jong and Su, Dun-Li | RMB 250,678,622 | 100% |
| Global Electronics Terminal (Cayman) Co., Ltd. | Director | GEM Terminal Ind. Co., Ltd.: Su, Dun-Li | 40,137,184 shares | 100% |
| Global Electronics Terminal (HK) Co., Ltd. | Director | Global Electronics Terminal (Cayman) Co., Ltd.: Su, Dun-Li and Chou, Chin-Hsiu | 1,000,000 unit | 100% |
| Vibo Gem International Co., Ltd. | Director | Global Electronics Terminal (Cayman) Co., Ltd.: Su, Dun-Li, Su, Zhong-Hong, and Lin, Shu-Shan | 359,972,616 shares | 100% |
| GEM Terminal (Cayman) Co., Ltd. | Director | GEM Terminal Ind. Co., Ltd.: Su, Dun-Li and Su, Zhong-Hong | 18,598,333 shares | 100% |
| Vietnam GEM Electronic and Metal Co., Ltd. | Director | GEM Terminal (Cayman) Co., Ltd.: Su, Dun-Li, Chen, Li-Yi, and Su, Hsing-Hsien | VND 397,378,684,472 | 100% |
- Operating Profile of Affiliated Companies
Unit: Dollar
| Name of Company | Currency | Capital | Total Assets | Total Liabilities | Net Worth | Operating Revenue | Operating Profit (Loss) | Profit (Loss) After Tax of the Period | Earnings per Share (Dollar) (Note1) |
|---|---|---|---|---|---|---|---|---|---|
| Cheng Feng Investment Co., Ltd. | NTD | 2,733,960 | 513,053,369 | 25,012,573 | 488,040,796 | - | (894,346) | (1,290,996) | |
| Genius Terminal Co., Ltd. | USD | - | 111,541 | - | 111,541 | - | (7,330) | 178,291 | 0 |
| Global Electronics Terminal (Cayman) Co., Ltd. | USD | 40,137,184 | 61,184,808 | - | 61,184,808 | - | (788) | (3,906,025) | (0.097) |
| Vibo Gem International Co., Ltd. | HKD | 359,972,616 | 468,566,031 | - | 468,566,031 | - | (184,343) | (30,745,515) | (0.085) |
| Dongguan GEM Electronic & Metal Co., Ltd. | RMB | 169,466,540 | 189,717,446 | 6,163,328 | 183,554,118 | 43,585,338 | (1,991,413) | (441,829) | |
| Suzhou GEM Opto-electronics Terminal Co., Ltd. | RMB | 250,678,622 | 538,728,797 | 310,623,304 | 228,105,4939 | 657,653,969 | (32,166,221) | (36,439,598) | |
| Global Electronics Terminal (HK) Co., Ltd. | HKD | 1,000,000 | 124,719,005 | 121,831,521 | 2,887,484 | 780,279,358 | (92,041) | (163) | |
| GEM Terminal (Cayman) Co., Ltd. | USD | 18,598,333 | 13,755,674 | - | 13,755,674 | - | (681) | 1,310,624 | 0.095 |
| Vietnam GEM Electronic and Metal Co., Ltd. | VND | 397,378,684,472 | 901,615,105,074 | 550,144,558,812 | 351,470,546,262 | 1,430,986,317,857 | 54,006,787,649 | 29,508,069,602 |
Note: The earnings per share of Global Electronics Terminal (Cayman) Co., Ltd. is calculated based on an average weighted number of 40,137,184 issued and outstanding shares of common stock.
The earnings per share of Vibo Gem International Co., Ltd. is calculated based on an average weighted number of issued and outstanding 359,972,616 shares of common stock.
The earnings per share of GEM Terminal (Cayman) Co., Ltd is calculated based on an average weighted number of 18,598,333 issued and outstanding shares of common stock.
Attachment 2
Review Report of the Audit Committee
The Board of Directors has prepared the proposals of the 2025 annual business report, financial statements, deficit compensation proposal, etc., among which the financial statements have been audited by authorized CPAs of Deloitte & Touche and an audit report has been prepared by them in this regard.
The aforesaid business report, financial statements, and deficit compensation proposal have been reviewed by this Audit Committee and it is deemed that no nonconformity is involved. According to Article 14-4, the Securities and Exchange Act and Article 219, the Company Act, we hereby submit this report for your review.
To the Attention of
2026 Annual Shareholders’ Meeting of GEM Terminal Ind. Co., Ltd.
GEM TERMINAL IND. CO., LTD.
Convener of the Audit Committee: Yang, Chen-Yang
10th March 2026
Attachment 3
GEM TERMINAL IND. CO., LTD. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars)
| No. | Lender | Borrower | Financial Statement Account | Related Party | Highest Balance for the Year | Ending Balance (Note 2) | Actual Amount Borrowed (Notes 2 and 3) | Interest Rate | Nature of Financing | Business Transaction Amount | Reason for Short-term Financing | Allowance for Impairment Loss | Collateral | Financing Limit for Each Borrower (Note 1) | Aggregate Financing Limit (Note 1) | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 | Vibo | GEM VN | Other receivables - related parties | Yes | $ 33,200 | $ 31,435 | $ - | - | Short-term financing | $ - | Business development | $ - | - | $ - | $ 331,032 | $ 662,065 | Note 1 |
| 2 | GEM Dongguan | GEM Suzhou | Other receivables - related parties | Yes | 160,020 | 112,463 | 112,463 | 2.3-2.4 | Short-term financing | - | Business development | - | - | - | 131,497 | 262,994 | Note 1 |
Note 1: Under the Company's and the subsidiaries' "Operational Procedures for Loaning Funds to Others", if short-term financing is needed, the total amount of these financings shall not exceed 40% of the Company's and the subsidiaries' shareholders' equity, and individual financing shall not exceed 20% of the Company's and the subsidiaries' shareholders' equity.
Note 2: The exchange rate was US$1: NT$31.435.
Note 3: It was eliminated on consolidation.
Attachment 4
GEM TERMINAL IND. CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2025
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Main Business and Product | Paid-in Capital | Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2025 | Remittance of Fund | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2025 | Net Loss of the Investor | % of Ownership of Direct or Indirect Investment | Investment Loss (Note 1 and 3) | Carrying Amount as of December 31, 2025 (Note 1 and 3) | Accumulated Repatriation of Investment Income as of December 31, 2025 | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||||
| GEM Dongguan | Production of hardware; machine processing; electroplating for metal processing; production and processing of molds and related accessories; plastic products and related plastic accessory production equipment leasing;property Leasing. | $ 762,365 | The investment was made through a corporation established in a third country to invest in companies located in mainland China. | $ 452,130 | $ - | $ - | $ 452,130 | $ (160,459) | 100 | $ (141,075) | $ 654,366 | $ 81,641 | |
| GEM Suzhou | Production of hardware; machine processing; electroplating for metal processing; production and processing of molds and related accessories; plastic products and related plastic accessory production. | 1,127,708 | The investment was made through a corporation established in a third country to invest in companies located in mainland China. | 741,320 | - | - | 741,320 | (156,429) | 100 | (149,554) | 955,156 | 753,650 | |
| Investor Company | Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2025 | Investment Amounts Authorized by Investment Commission, MOEA | Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA (Note 2) | ||||||||||
| --- | --- | --- | --- | ||||||||||
| The Company | $ 1,193,450 | $ 1,782,365 (US$ 56,700 thousand) | $ 905,579 |
Note 1: The amount was recognized based on the audited financial statements.
Note 2: Under the "Principles Governing the Review of Investments or Technical Cooperation in Mainland China" issued by the Investment Commission on August 29, 2008, the maximum amount that can be invested in companies located in mainland China is 60% of the Company's net value.
Note 3: It was eliminated on consolidation.
Attachment 5
GEM TERMINAL IND. CO.,LTD.
Sustainable Development Action Plan
I. Planning for sustainable development:
- The 2024 Sustainability Report was completed and approved by the Board of Directors on August 12, 2025.
- The specific sustainability development action plan for 2025 was established and approved by the Board of Directors in March 2026, and will be submitted to the 2026 Annual Shareholders' Meeting..
- The 2025 Sustainability Report is scheduled to be submitted for approval by the Board of Directors in August 2026.
II. Formulation of the Company's policies, systems, relevant guidelines, and concrete promotion plans for sustainable development:
- Sustainable Development Philosophy and Policy: Since its establishment, the Company has consistently upheld the management philosophy of "Sustainable Operations" as the highest guiding principle of corporate governance.. While striving to create profits and pursue sustainable long-term growth, the Company also takes into account the rights and interests of employees and shareholders, actively implements environmental sustainability policies, and gives equal consideration to the balanced development of the economy, the environment, and society. By fulfilling its corporate social responsibilities, the Company aims to achieve the goal of sustainable operations and long-term growth.
- Sustainable Development System: To promote sustainable development, the Company has established a "Sustainable Development Task Force" as the dedicated unit responsible for sustainability matters, with the General Manager serving as the convener. The Task Force is responsible for the planning, promotion, and implementation of the Company's sustainable development strategies and action plans. Under the Task Force, working groups have been established for corporate governance, employee care, social engagement, environmental sustainability, and product management, with cross-departmental participation. These working groups are responsible for proposing and implementing sustainability-related management policies and objectives, thereby effectively integrating resources and ensuring the execution of the Company's sustainability strategies. The organizational chart of the "Sustainable Development Promotion Group" is displayed below:

- The primary responsibilities of the "Sustainable Development Promotion Group":
(1) Formulating and promoting policies, systems, relevant guidelines, and concrete promotion plans for sustainable development.
(2) Reviewing, following up, and revising the implementation status as well as results of sustainable development; and reporting on the same to the Board of Directors on a periodic basis
(3) Supervising the disclosed matters of sustainability information; and deliberating about sustainability reports.
(4) Carrying out other tasks related to sustainable development resolved by the Board of Directors.
III. According to the latest GRI Standards, the Company conducts risk assessments and materiality analysis of the possibility of positive and negative impacts targeting the relevant sustainability issues ranging from the stakeholders' concerns, the overall operation of the organization, and sustainability; and identifies significant sustainability issues. All of which are not only used for the compilation of the sustainability report, but also serve as the Company's objectives for its future sustainable development.
In accordance with the assessed risks, the formulation of material issues and risk management policies are as follows:
| Issues of Concern | Corresponding GRI Topics | Topic Description | Positive Impact | Negative Impact | Policy and Action | |
|---|---|---|---|---|---|---|
| Environment Social | Wastes Management | GRI 306 | Wastes classification, discharge, treatment, and recycling. The Company effectively manages the total amount of wastes and enhances the recycling rate, reducing the impact on the environment and achieve a circular economy. | Creating new business models; recycling materials; and reducing resource consumption. | When substances or materials are recycled, the phases of recycling, processing, manufacturing, and transporting may result in additional costs, manpower, resources, and carbon transport occurred in the corresponding phases. | replacing with energy-saving equipment. |
| • The copper wastes generated in the process are collected, sieved, cleaned, and put back into the casting furnace for recycling and reuse. In addition to improving the efficiency of copper casting resources, it also reduces the cost of material procurement and material attrition rate. | ||||||
| Water Resources Management | GRI 303 | Risk management of water sources, improvement of water utilization in the process, and wastewater discharge. Effective management of water consumption and measures for wastewater treatment can reduce the impact on local aquatic ecosystems. | Reducing the impact of business operations on the environment; and promoting the recycling of water resources. | The inability to optimize the operation of production lines due to The Government's phased water rationing will affect production costs. | • Implementing daily water conservation. | |
| • Managing and tracing the water recycling rate in the production lines. | ||||||
| • Continuously managing and tracing the water consumption within the factory premises. | ||||||
| Talent Cultivation | GRI 404 | The Company's channels and policies for attracting and recruiting talent, as well as employee retention practices include salary structures, employee benefits, employee care and incentives, internal job rotation and appraisal, and employee bonuses based on job evaluations. | Continuously improving employee career and work quality; equipping each employee with the best professional function; and strengthening the productivity of individuals and the business. | Without a proper planning, work efficiency cannot be improved and product technology loses its competitiveness. | • Assisting new employees in familiarizing with the Company's systems and work environment; and providing comprehensive training for work procedures to quickly understand and blend into both the work and Company culture. | |
| • Valuing the effectiveness of employee training; and combining a variety of external professional training to accomplish the objective of enhancing employee quality. | ||||||
| Community Engagement and Social Participation | GRI 413 | The Company actively participates in public welfare activities, maintains positive interactions with local communities, fulfills its corporate citizenship responsibilities, and fosters a harmonious neighborhood environment. | The Company enhances its corporate social image, strengthens local community support and recognition, creates a favorable local operating environment, and gives back to society. | Insufficient social engagement may lead to the Company being perceived as indifferent to social issues, thereby diminishing brand value. Inadequate communication with local communities may also result in disputes or hinder local business expansion. | • Community Engagement, Social Contribution, Community Service, Public Welfare Activities, and Other Corporate Social Responsibility Initiatives | |
| Corporate governance | Economic Performance | GRI 201-1 | Financial information regarding the Company's operating performance, including business operations, profitability, and government financial subsidies. | By enhancing revenue growth and maintaining profitability, the Company aims to create sound and stable financial performance, achieve sustainable operating objectives, and safeguard the interests of employees, shareholders, business partners, and customers. | Poor financial performance may lead to a decline in the Company's credit rating, reduced stakeholder confidence, lower investor willingness to invest, increased financing costs, and difficulties in talent recruitment. | • Hold the Annual Shareholders' Meeting and investor conferences on a regular basis. |
| • Disclose material information in accordance with regulatory requirements. | ||||||
| • Regularly publish financial statements, annual reports, and Sustainability Reports. | ||||||
| • Conduct regular performance evaluations of the Board of Directors and functional committees. | ||||||
| Customer Relationship Management | Company-defined Topic | Committed to enhancing customer satisfaction, providing stable and reliable products, safeguarding customer privacy and information security, and establishing efficient communication channels. | Enhances customer loyalty and retention, increases long-term stable orders, strengthens brand reputation, and reduces market development costs. | Declining customer satisfaction may result in order loss and revenue reduction. Customer information linkage may lead to legal liabilities and severe reputational damage. | Conduct regular customer satisfaction surveys and implement improvement measures based on customer feedback. | |
| Provide diversified service channels to ensure timely response to customer needs and inquiries. |
| Technology and Research & Development | Company-defined Topic | Invest in new technology development and process optimization (such as precision slamping technologies and copper material R&D), while promoting the application of energy-saving and low-carbon products to enhance core competitiveness. | Drives technological innovation, improves production efficiency, develops products aligned with environmental trends, and meets market and customer demand for given supply chains. | R&D investment involves relatively high risks. Failure in technology development or misalignment with market demand may result in resource waste, while technological lag may increase the risk of replacement by competitors. | Continuously invest in R&D budgets and strengthen the professional capabilities of the R&D team. Actively apply for and maintain patent rights to protect the Company's core competitive advantages. | |
|---|---|---|---|---|---|---|
| Product Quality Management | GRI 417-1 / GRI 417-2 | Product quality and safety are critical considerations throughout the product design, manufacturing, and sales processes. High-quality and safe products help maintain customer trust, promote sales, and strengthen brand loyalty. | Enhances product safety and service quality while reducing the environmental impact associated with raw material usage. | Poor product design or inadequate product and service quality may result in lost business opportunities, declining market share, product liability claims, reputational damage, and additional inspection costs. | Responsible units regularly review and analyze production efficiency and conduct timely improvement reviews. Optimize production processes to enhance production efficiency while reducing energy consumption and pollution. Establish quality management systems to improve operational quality across the organization. |
IV. Implementation Schedule: The Company's sustainable development initiatives will hereafter be overseen by the Sustainable Development Task Force, which will submit regular reports to the Board of Directors on an annual basis..
V. Implementation Results: Beginning in 2025, the Company has prepared its Sustainability Report in accordance with applicable regulatory requirements. The implementation results of sustainability initiatives will be disclosed annually in the Sustainability Report. The preparation schedule for the 2026 Sustainability Report is planned as follows:.
| Item | November 2024 | December 2024 | January 2025 | February 2025 | March 2025 | April 2025 | May 2025 | June 2025 | Organization for Promotion | |
|---|---|---|---|---|---|---|---|---|---|---|
| PwC | GEM | |||||||||
| 1. Initial Meeting for ESG Program | V | V | ||||||||
| 2. Resolution on Material Topics | V | |||||||||
| 3. Educational Training | V | V | ||||||||
| 4. Preparation of Sustainability Report and Follow-up Meeting | V | V | ||||||||
| 5. Completion of the First Draft of Sustainability Report | V | V | ||||||||
| 6. Review, Advises, and Revision of Sustainability Report | V | V | ||||||||
| 7. Finalized Sustainability Report | V | V |
Attachment 6
GEM Terminal Industry Co., Ltd.
Implementation status of the Company's share repurchase
- Completed items
| Repurchase Program No. | Third Repurchase Program | Fourth Repurchase Program |
|---|---|---|
| Purpose of Repurchase | Transfer of Shares to Employees | Transfer of Shares to Employees |
| Repurchase Period | August 13, 2020 ~ October 6, 2020 | November 13, 2020 ~ December 11, 2020 |
| Repurchase Price Range | Minimum: NT$10.45; Maximum: NT$13.00 | Minimum: NT$13.85; Maximum: NT$16.95 |
| Class and Quantity of Shares Repurchased | Common shares: 2,115,000 shares | Common shares: 1,186,000 shares |
| Amount of Shares Repurchased | NT$25,617,407 | NT$17,441,856 |
| Percentage of Shares Repurchased to Planned Repurchase Quantity (%) | 64.09% | 79.07% |
| Number of Shares Cancelled or Transferred Cumulative Number of Shares Held by the Company | 2,115,000 shares | 1,186,000 shares |
| Cumulative Number of Shares Held | 0 shares | 0 shares |
| Percentage of Cumulative Shares Held by the Company to Total Issued Shares (%) | 0% | 0% |
Note 1: The total number of the Company's issued common shares is 169,200,000 shares.
Note 2: On September 25, 2025, a total of 3,301,000 shares were transferred to employees.
- Repurchase programs currently in progress: None.
Attachment 7
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
GEM Terminal Ind. Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of GEM Terminal Ind. Co., 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, 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.
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.
The key audit matter identified in the Company's financial statements for the year ended December 31, 2025 is as follows:
Occurrence of revenue from specific customers
The Company's operating revenue from specific customers for the year growth December 31, 2025 was significantly higher than the overall customers in terms of the amounts and rates of growth. Therefore, in accordance with the Standards on Auditing, revenue recognition is presumed to have a significant risk. Therefore, we considered the occurrence of revenue from specific customers as a key audit matter.
Refer to Note 4 of the parent company only financial statements for the related accounting policy on revenue recognition.
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The main audit procedures that we performed to address the occurrence of revenue from specific customers were as follows:
- We obtained an understanding of and tested the design and operating effectiveness of the internal controls relevant to shipment and revenue recognition.
- We selected samples and verified the occurrence of recorded revenue from specific customers against supporting documents, including shipping and collection documents, and we checked and confirmed that the payer is the same as the buyer.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the
25
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 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 audits resulting in this independent auditors’ report are Chiu-Yen Wu and Tzu-Yuan Chang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only 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 parent company only financial statements shall prevail.
26
GEM TERMINAL IND. CO., LTD.
PARENT COMPANY ONLY 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) | $ 112,074 | 4 | $ 309,647 | 8 |
| Financial assets at fair value through other comprehensive income-current (Notes 4 and 8) | 38,591 | 1 | 36,173 | 1 |
| Notes receivable (Notes 4 and 9) | 26,731 | 1 | 19,944 | 1 |
| Accounts receivable, net (Notes 4 and 9) | 130,307 | 4 | 70,089 | 2 |
| Accounts receivable - related parties (Notes 4, 9 and 26) | 4,443 | - | 29,997 | 1 |
| Other receivables | 28 | - | 5,162 | - |
| Other receivables - related parties (Note 26) | 387 | - | 15,022 | - |
| Current tax assets (Notes 4 and 21) | 628 | - | 1,024 | - |
| Inventories (Notes 4, 5 and 10) | 107,939 | 3 | 111,645 | 3 |
| Other financial assets - current (Note 27) | 17,572 | 1 | 4,650 | - |
| Other current assets | 28,406 | 1 | 20,351 | 1 |
| Total current assets | 467,106 | 15 | 623,704 | 17 |
| NONCURRENT ASSETS | ||||
| Investments accounted for using the equity method (Notes 4 and 11) | 2,022,197 | 63 | 2,377,160 | 64 |
| Property, plant and equipment (Notes 4, 12, 26 and 27) | 602,904 | 19 | 591,460 | 16 |
| Right-of-use assets (Notes 4, 13 and 27) | 1,340 | - | 2,258 | - |
| Deferred tax assets (Notes 4 and 21) | 71,008 | 2 | 66,018 | 2 |
| Prepayments for equipment | 4,090 | - | 33,178 | 1 |
| Net defined benefit assets (Notes 4 and 17) | 18,816 | 1 | 9,936 | - |
| Other financial assets - non-current | 1,498 | - | 2,648 | - |
| Other non-current assets | 4,566 | - | 7,488 | - |
| Total non-current assets | 2,726,419 | 85 | 3,090,146 | 83 |
| TOTAL | $ 3,193,525 | 100 | $ 3,713,850 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 16) | $ 802,722 | 25 | $ 414,329 | 11 |
| Short-term bills payable (Note 16) | - | - | 50,000 | 2 |
| Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) | 100 | - | 14 | - |
| Notes payable (Note 14) | 8,032 | - | 11,778 | - |
| Accounts payable (Note 14) | 4,921 | - | 4,148 | - |
| Accounts payable - related parties (Notes 14 and 26) | 76,485 | 3 | 97,393 | 3 |
| Other payables (Note 15) | 42,799 | 2 | 38,555 | 1 |
| Other payables - related parties (Note 26) | 867 | - | 8,587 | - |
| Lease liabilities - current (Notes 4, 13 and 26) | 1,019 | - | 841 | - |
| Long-term borrowings - current portion (Note 16) | 261,202 | 8 | 401,535 | 11 |
| Other current liabilities (Note 4) | 4,370 | - | 7,029 | - |
| Total current liabilities | 1,202,517 | 38 | 1,034,209 | 28 |
| NONCURRENT LIABILITIES | ||||
| Long-term borrowings (Note 16) | 469,998 | 15 | 698,200 | 19 |
| Deferred tax liabilities (Notes 4 and 21) | 11,161 | - | 9,648 | - |
| Lease liabilities - non-current (Notes 4, 13 and 26) | 551 | - | 1,571 | - |
| Total non-current liabilities | 481,710 | 15 | 709,419 | 19 |
| Total liabilities | 1,684,227 | 53 | 1,743,628 | 47 |
| EQUITY (Note 18) | ||||
| Ordinary shares | 1,692,000 | 53 | 1,692,000 | 45 |
| Capital surplus | 295,035 | 9 | 271,333 | 7 |
| Retained earnings (Accumulated deficit) | ||||
| Legal reserve | 364,825 | 11 | 364,825 | 10 |
| Special reserve | 46,576 | 2 | 97,816 | 3 |
| Accumulated deficit | (808,216) | (25) | (366,117) | (10) |
| Total retained earnings (Accumulated deficit) | (396,815) | (12) | 96,524 | 3 |
| Other equity | (80,922) | (3) | (46,576) | (1) |
| Treasury shares | - | - | (43,059) | (1) |
| Total equity | 1,509,298 | 47 | 1,970,222 | 53 |
| TOTAL | $ 3,193,525 | 100 | $ 3,713,850 | 100 |
GEM TERMINAL IND. CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Net Loss Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE, NET (Notes 4, 19 and 26) | $ 590,059 | 100 | $ 488,660 | 100 |
| OPERATING COSTS (Notes 10, 20 and 26) | 636,159 | 108 | 503,772 | 103 |
| OPERATING GROSS LOSS | (46,100) | (8) | (15,112) | (3) |
| UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES (Note 26) | (2,427) | - | (13,207) | (3) |
| REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES (Note 26) | 13,207 | 2 | 13,835 | 3 |
| REALIZED OPERATING GROSS LOSS | (35,320) | (6) | (14,484) | (3) |
| OPERATING EXPENSES (Notes 20 and 26) | ||||
| Marketing | 17,620 | 3 | 15,735 | 3 |
| General and administrative | 89,182 | 15 | 82,114 | 17 |
| Research and development | 25,255 | 4 | 8,464 | 2 |
| Expected credit impairment loss (reversal profit) (Note 9) | 1,934 | 1 | (241) | - |
| Total operating expenses | 133,991 | 23 | 106,072 | 22 |
| NET LOSS FROM OPERATIONS | (169,311) | (29) | (120,556) | (25) |
| NON-OPERATING INCOME AND EXPENSES (Notes 20 and 26) | ||||
| Interest income | 2,964 | - | 3,987 | 1 |
| Other income | 17,439 | 3 | 20,573 | 4 |
| Other gains and losses | (7,650) | (1) | (1,191) | - |
| Finance costs | (37,040) | (6) | (33,758) | (7) |
| Share of loss of subsidiaries | (306,004) | (52) | (75,816) | (15) |
| Total non-operating income and expenses | (330,291) | (56) | (86,205) | (17) |
| LOSS BEFORE INCOME TAX | (499,602) | (85) | (206,761) | (42) |
| INCOME TAX EXPENSE (Notes 4 and 21) | (1,159) | - | (23,318) | (5) |
| NET LOSS | (500,761) | (85) | (230,079) | (47) |
(Continued)
GEM TERMINAL IND. CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Net Loss Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 4, 17, 18 and 21) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 6,764 | 1 | $ 3,137 | 1 |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income (loss) | (931) | - | 7,206 | 1 |
| Share of other comprehensive income (loss) of subsidiaries accounted for using the equity method | - | - | 6 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | (1,353) | - | (627) | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Share of other comprehensive income (loss) of subsidiaries accounted for using the equity method | (37,421) | (6) | 86,376 | 18 |
| Income tax relating to items that may be reclassified subsequently to profit or loss | 6,017 | 1 | (1,742) | (1) |
| Other comprehensive income (loss) for the year, net of income tax | (26,924) | (4) | 94,356 | 19 |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | $ (527,685) | (89) | $ (135,723) | (28) |
| LOSS PER SHARE (Note 22) | ||||
| Basic | $ (3.00) | $ (1.39) | ||
| Diluted | $ (3.00) | $ (1.39) |
29
GEM TERMINAL IND. CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Shares | Capital Surplus | Retained Earnings (Accumulated Deficit) | Other Equity | Treasury Stock | Total Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | (Accumulated Deficit) | Total | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Remeasurement of Defined Benefit Plans | Total | |||||
| BALANCE ON JANUARY 1, 2024 | $ 1,692,000 | $ 271,315 | $ 364,825 | $ 97,816 | $ (142,334) | $ 320,307 | $ (149,664) | $ 7,649 | $ 7,379 | $ (134,636) | $ (43,059) | $ 2,105,927 |
| Exercising the Company's call rights | - | 18 | - | - | - | - | - | - | - | - | - | 18 |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (230,079) | (230,079) | - | - | - | - | - | (230,079) |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | 84,634 | 7,212 | 2,510 | 94,356 | - | 94,356 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | (230,079) | (230,079) | 84,634 | 7,212 | 2,510 | 94,356 | - | (135,723) |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 6,296 | 6,296 | - | (6,296) | - | (6,296) | - | - |
| BALANCE ON DECEMBER 31, 2024 | 1,692,000 | 271,333 | 364,825 | 97,816 | (366,117) | 96,524 | (65,030) | 8,565 | 9,889 | (46,576) | (43,059) | 1,970,222 |
| Appropriation of 2024 earnings | - | - | - | (51,240) | 51,240 | - | - | - | - | - | - | - |
| Reversal of special reserve | - | - | - | - | (500,761) | (500,761) | - | - | - | - | - | (500,761) |
| Net loss for the year ended December 31, 2025 | - | - | - | - | - | - | (31,404) | (931) | 5,411 | (26,924) | - | (26,924) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | (500,761) | (500,761) | (31,404) | (931) | 5,411 | (26,924) | - | (527,685) |
| Share-based payment arrangements (Note18 and 23) | - | 23,702 | - | - | - | - | - | - | - | - | 43,059 | 66,761 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 7,422 | 7,422 | - | (7,422) | - | (7,422) | - | - |
| BALANCE ON DECEMBER 31, 2025 | $ 1,692,000 | $ 295,035 | $ 364,825 | $ 46,576 | $ (808,216) | $ (396,815) | $ (96,434) | $ 212 | $ 15,300 | $ (80,922) | $ - | $ 1,509,298 |
GEM TERMINAL IND. CO., 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 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss before income tax | $ (499,602) | $ (206,761) |
| Adjustments for: | ||
| Depreciation expense | 34,605 | 27,207 |
| Amortization expense | 4,777 | 4,618 |
| Expected credit impairment loss (reversal profit) | 1,934 | (241) |
| Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss | (791) | 8,161 |
| Finance costs | 37,040 | 33,758 |
| Interest income | (2,964) | (3,987) |
| Dividend income | (198) | (1,326) |
| Compensation cost of employee share options | 19,887 | - |
| Share of loss of subsidiaries | 306,004 | 75,816 |
| Net gain on disposal of property, plant and equipment | (275) | (672) |
| Impairment loss (recovery pfofit) of inventories | (1,778) | 69 |
| Unrealized gain on transactions with subsidiaries | 11,192 | 21,039 |
| Realized gain on transactions with subsidiaries | (27,725) | (30,721) |
| Other non-cash items | (1,351) | 1,710 |
| Changes in operating assets and liabilities | ||
| Notes receivable | (6,787) | (690) |
| Accounts receivable | (62,152) | 145 |
| Accounts receivable - related parties | 25,554 | (13,581) |
| Other receivables | 4,922 | (4,892) |
| Other receivables - related parties | 14,635 | (12,044) |
| Inventories | 5,484 | (41,009) |
| Other current assets | (8,055) | 22,713 |
| Notes payable | (3,746) | 4,223 |
| Accounts payable | 773 | (1,294) |
| Accounts payable - related parties | (20,908) | 14,594 |
| Other payables | 6,051 | 617 |
| Other payables - related parties | (7,720) | 4,108 |
| Other current liabilities | (999) | (245) |
| Net defined benefit assets | (2,116) | (1,873) |
| Cash used in operations | (174,309) | (100,558) |
| Interest received | 3,176 | 3,771 |
| Income tax received | 424 | 82 |
| Net cash used in operating activities | (170,709) | (96,705) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | (74,614) | (54,570) |
| Proceeds from sale of financial assets at fair value through other comprehensive income | 71,265 | 65,609 |
| Purchase of financial assets at fair value through profit or loss | - | (7,900) |
| (Continued) |
GEM TERMINAL IND. CO., 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 | |
|---|---|---|
| Disposal of financial assets at fair value through profit or loss | $ - | $ 6,000 |
| Payments for property, plant and equipment | (16,692) | (131,449) |
| Proceeds from disposal of property, plant and equipment | - | 510 |
| Decrease (increase) in other financial assets | (10,895) | 3,327 |
| Increase in other non-current assets | (1,855) | (3,381) |
| Dividend received | 198 | 1,326 |
| Cancellation of subsidiaries and recovery of capital and earnings | 33,164 | 134,404 |
| Net cash generated from investing activities | 571 | 13,876 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 2,462,054 | 1,889,223 |
| Decrease in short-term borrowings | (2,073,970) | (1,914,894) |
| Increase in short-term bills payable | 200,000 | 130,000 |
| Decrease in short-term bills payable | (250,000) | (130,000) |
| Increase in long-term borrowings | 38,000 | 583,400 |
| Repayment of long-term borrowings | (406,535) | (525,777) |
| Repayment of the principal portion of lease liabilities | (842) | (1,173) |
| Transfer of treasury share to employees | 43,059 | - |
| Interest paid | (39,201) | (37,356) |
| Exercising the Company's call rights | - | 18 |
| Net cash used in financing activities | (27,435) | (6,559) |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (197,573) | (89,388) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 309,647 | 399,035 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 112,074 | $ 309,647 |
32
33
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
GEM Terminal Ind. Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of GEM Terminal Ind. Co., Ltd. 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 notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, 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 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.
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.
The key audit matter identified in the Group's consolidated financial statements for the year ended December 31, 2025 is as follows:
Occurrence of sales revenue from specific customers
The Group’s operating sales revenue from specific customers for the year ended December 31, 2025 was significantly higher than the overall customers in terms of the amounts and growth rates. Therefore, in accordance with the Standards on Auditing, revenue recognition is presumed to have a significant risk, we considered the occurrence of sales revenue from specific customers as a key audit matter.
Refer to Note 4 of the consolidated financial statements for the related accounting policy on revenue recognition.
The main audit procedures that we performed to address the occurrence of revenue from specific customers were as follows:
- We obtained an understanding of and tested the design and operating effectiveness of the internal controls relevant to shipment and revenue recognition.
- We selected samples and verified the occurrence of recorded sales revenue from specific customers against supporting documents, including shipping upon customer's receipt or with export-related documents attached, and we checked and confirmed amount that the payer is the same as the record.
Other Matter
We have also audited the parent company only financial statements of GEM Terminal Ind. Co., Ltd. as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 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.
34
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.
-
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.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
35
The engagement partners on the audits resulting in this independent auditors’ report are Chiu-Yen Wu and Tzu-Yuan 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.
36
GEM TERMINAL IND. CO., 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) | $ 506,099 | 10 | $ 776,631 | 15 |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) | 38,591 | 1 | 36,173 | 1 |
| Notes receivable (Notes 4, 9 and 29) | 139,496 | 3 | 162,674 | 3 |
| Accounts receivable, net (Notes 4 and 9) | 983,201 | 20 | 936,360 | 17 |
| Other receivables | 1,886 | - | 14,924 | - |
| Current tax assets (Note 23) | 628 | - | 1,322 | - |
| Inventories (Notes 4, 5 and 10) | 847,787 | 17 | 906,909 | 17 |
| Other financial assets - current (Notes 11 and 29) | 190,918 | 4 | 176,096 | 3 |
| Other current assets | 131,491 | 2 | 147,438 | 3 |
| Total current assets | 2,840,097 | 57 | 3,158,527 | 59 |
| NONCURRENT ASSETS | ||||
| Property, plant and equipment (Notes 4, 13, 29 and 30) | 1,845,525 | 37 | 1,875,320 | 35 |
| Right-of-use assets (Notes 4, 14, 28 and 29) | 56,656 | 1 | 61,236 | 1 |
| Deferred tax assets (Notes 4 and 23) | 191,879 | 4 | 196,676 | 4 |
| Prepayments for equipment | 4,090 | - | 35,607 | 1 |
| Other financial assets - noncurrent (Notes 11 and 29) | 7,305 | - | 8,397 | - |
| Net defined benefit assets (Notes 4 and 19) | 18,816 | 1 | 9,936 | - |
| Other noncurrent assets | 8,202 | - | 10,254 | - |
| Total noncurrent assets | 2,132,473 | 43 | 2,197,426 | 41 |
| TOTAL | $ 4,972,570 | 100 | $ 5,355,953 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 17) | $ 1,830,718 | 37 | $ 1,276,052 | 24 |
| Short-term bills payable (Note 17) | - | - | 50,000 | 1 |
| Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) | 100 | - | 14 | - |
| Notes payable (Note 15) | 184,180 | 4 | 524,455 | 10 |
| Accounts payable (Note 15) | 454,003 | 9 | 235,090 | 4 |
| Other payables (Notes 16, 18 and 28) | 166,089 | 4 | 168,220 | 3 |
| Current tax liabilities (Note 23) | - | - | 574 | - |
| Provisions - current (Note 18) | 40,503 | 1 | 3,483 | - |
| Lease liabilities - current (Notes 4, 14 and 28) | 1,019 | - | 841 | - |
| Long-term borrowings - current portion (Note 17) | 261,202 | 5 | 401,535 | 8 |
| Other current liabilities (Note 4) | 12,276 | - | 15,171 | - |
| Total current liabilities | 2,950,090 | 60 | 2,675,435 | 50 |
| NONCURRENT LIABILITIES | ||||
| Long-term borrowings (Note 17) | 469,998 | 9 | 698,200 | 13 |
| Provisions - non-current (Note 18) | 27,024 | 1 | - | - |
| Deferred tax liabilities (Notes 4 and 23) | 15,609 | - | 10,525 | - |
| Lease liabilities - non-current (Notes 4, 14 and 28) | 551 | - | 1,571 | - |
| Total non-current liabilities | 513,182 | 10 | 710,296 | 13 |
| Total liabilities | 3,463,272 | 70 | 3,385,731 | 63 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20) | ||||
| Ordinary shares | 1,692,000 | 34 | 1,692,000 | 32 |
| Capital surplus | 295,035 | 6 | 271,333 | 5 |
| Retained earnings (accumulated deficit) | ||||
| Legal reserve | 364,825 | 7 | 364,825 | 7 |
| Special reserve | 46,576 | 1 | 97,816 | 2 |
| Accumulated deficit | (808,216) | (16) | (366,117) | (7) |
| Total retained earnings (accumulated deficit) | (396,815) | (8) | 96,524 | 2 |
| Other equity | (80,922) | (2) | (46,576) | (1) |
| Treasury shares | - | - | (43,059) | (1) |
| Total equity | 1,509,298 | 30 | 1,970,222 | 37 |
| TOTAL | $ 4,972,570 | 100 | $ 5,355,953 | 100 |
GEM TERMINAL IND. CO., 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 (Net Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE, NET (Notes 4 and 21) | $ 3,171,773 | 100 | $ 3,188,136 | 100 |
| OPERATING COSTS (Notes 10 and 22) | 3,179,770 | 100 | 3,000,852 | 94 |
| GROSS PROFIT | (7,997) | - | 187,284 | 6 |
| OPERATING EXPENSES (Notes 22 and 28) | ||||
| Marketing | 148,919 | 5 | 143,597 | 5 |
| General and administrative | 250,959 | 8 | 217,863 | 7 |
| Research and development | 25,255 | 1 | 8,464 | - |
| Expected credit impairment loss (reversal profit)(Note 9) | 2,246 | - | (2,743) | - |
| Total operating expenses | 427,379 | 14 | 367,181 | 12 |
| LOSS FROM OPERATIONS | (435,376) | (14) | (179,897) | (6) |
| NON-OPERATING INCOME AND EXPENSES(Notes 22 and 28) | ||||
| Interest income | 10,945 | 1 | 17,770 | 1 |
| Other income | 6,333 | - | 8,151 | - |
| Other gains and losses | 1,627 | - | (5,115) | - |
| Finance costs | (69,596) | (2) | (63,674) | (2) |
| Total non-operating income and expenses | (50,691) | (1) | (42,868) | (1) |
| LOSS BEFORE INCOME TAX | (486,067) | (15) | (222,765) | (7) |
| INCOME TAX EXPENSE (Notes 4 and 23) | (14,694) | (1) | (7,314) | - |
| NET LOSS | (500,761) | (16) | (230,079) | (7) |
| OTHER COMPREHENSIVE INCOME (LOSS)(Notes 4, 19, 20 and 23) | ||||
| Items that will not be reclassified subsequently toprofit or loss: | ||||
| Remeasurement of defined benefit plans | 6,764 | - | 3,137 | - |
| Unrealized gain on investments in equityinstruments at fair value through othercomprehensive income | (931) | - | 7,215 | - |
| Income tax relating to items that will not bereclassified subsequently to profit or loss | (1,353) | - | (630) | - |
| (Continued) |
38
GEM TERMINAL IND. CO., 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 (Net Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | $ (37,421) | (1) | $ 86,376 | 3 |
| Income tax relating to items that may be reclassified subsequently to profit or loss | 6,017 | - | (1,742) | - |
| Other comprehensive income (loss) for the year, net of income tax | (26,924) | (1) | 94,356 | 3 |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | $ (527,685) | (17) | $ (135,723) | (4) |
| NET LOSS ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ (500,761) | (16) | $ (230,079) | (7) |
| TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ (527,685) | (17) | $ (135,723) | (4) |
| NET LOSS PER SHARE (Note 24) | ||||
| Basic | $ (3.00) | $ (1.39) | ||
| Diluted | $ (3.00) | $ (1.39) |
(Concluded)
GEM TERMINAL IND. CO., 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 the Owners of the Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Surplus | Retained Earnings (Accumulated Deficit) | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Loss on Financial Assets at Fair Value Through Other Comprehensive Income | Remeasurement of Defined Benefit Plans | Total | Treasury Shares | Total Equity | ||||
| Legal Reserve | Special Reserve | Accumulated Deficit | Total | |||||||||
| BALANCE ON JANUARY 1, 2024 | $ 1,692,000 | $ 271,315 | $ 364,825 | $ 97,816 | $ (142,334) | $ 320,307 | $ (149,664) | $ 7,649 | $ 7,379 | $ (134,636) | $ (43,059) | $ 2,105,927 |
| Exercising the Company's call rights | - | 18 | - | - | - | - | - | - | - | - | - | 18 |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (230,079) | (230,079) | - | - | - | - | - | (230,079) |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | 84,634 | 7,212 | 2,510 | 94,356 | - | 94,356 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | (230,079) | (230,079) | 84,634 | 7,212 | 2,510 | 94,356 | - | (135,723) |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 6,296 | 6,296 | - | (6,296) | - | (6,296) | - | - |
| BALANCE ON DECEMBER 31, 2024 | 1,692,000 | 271,333 | 364,825 | 97,816 | (366,117) | 96,524 | (65,030) | 8,565 | 9,889 | (46,576) | (43,059) | 1,970,222 |
| Appropriation of 2024 earnings | ||||||||||||
| Reversal of special reserve | - | - | - | (51,240) | 51,240 | - | - | - | - | - | - | - |
| Net loss for the year ended December 31, 2025 | - | - | - | - | (500,761) | (500,761) | - | - | - | - | - | (500,761) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | - | (31,404) | (931) | 5,411 | (26,924) | - | (26,924) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | (500,761) | (500,761) | (31,404) | (931) | 5,411 | (26,924) | - | (527,685) |
| Share-based payment arrangements (Notes 20 and 25) | - | 23,702 | - | - | - | - | - | - | - | - | 43,059 | 66,761 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 7,422 | 7,422 | - | (7,422) | - | (7,422) | - | - |
| BALANCE ON DECEMBER 31, 2025 | $ 1,692,000 | $ 295,035 | $ 364,825 | $ 46,576 | $ (808,216) | $ (396,815) | $ (96,434) | $ 212 | $ 15,300 | $ (80,922) | $ - | $ 1,509,298 |
GEM TERMINAL IND. CO., 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 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss before income tax | $ (486,067) | $ (222,765) |
| Adjustments for: | ||
| Depreciation expense | 239,263 | 237,943 |
| Amortization expense | 4,858 | 4,750 |
| Expected credit impairment loss (reversal profit) | 2,246 | (2,743) |
| Net loss (gain) on fair value changes of financial assets and liabilities at fair value through profit or loss | (791) | 8,161 |
| Finance costs | 69,596 | 63,674 |
| Interest income | (10,945) | (17,770) |
| Dividend income | (198) | (1,326) |
| Compensation cost of employee share options | 23,702 | - |
| Net loss on disposal of property, plant and equipment | 5,993 | 11,570 |
| Imapairment loss (recovery profit) of inventories | (21,312) | 69 |
| Recognition of provisions | 94,614 | 3,127 |
| Other non-cash items | (5,350) | 5,459 |
| Changes in operating assets and liabilities | ||
| Notes receivable | 23,178 | (9,635) |
| Accounts receivable | (49,187) | (126,877) |
| Other receivables | 12,067 | (12,006) |
| Inventories | 81,566 | 133,137 |
| Other current assets | 15,947 | 39,567 |
| Notes payable | (340,275) | 87,418 |
| Accounts payable | 218,913 | (300,050) |
| Other payables | 526 | 3,816 |
| Provisions | (34,452) | - |
| Other current liabilities | (2,895) | (3,890) |
| Net defined benefit assets and liabilities | (2,116) | (1,873) |
| Cash used in operations | (161,119) | (100,244) |
| Interest received | 11,916 | 15,651 |
| Income tax paid | (433) | (222) |
| Net cash used in operating activities | (149,636) | (84,815) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | (74,614) | (54,570) |
| Proceeds from sale of financial assets at fair value through other comprehensive income | 71,265 | 65,832 |
| Purchase of financial assets at fair value through profit or loss | - | (7,900) |
| Disposal of financial assets at fair value through profit or loss | - | 6,000 |
| Payments for property, plant and equipment | (216,703) | (416,252) |
| Proceeds from disposal of property, plant and equipment | 613 | 4,091 |
| Increase in other financial assets | (12,853) | (147,016) |
| Increase in other non-current assets | (8,217) | (3,417) |
| (Continued) |
42
GEM TERMINAL IND. CO., 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 | |
|---|---|---|
| Decrease in other non-current assets | $ 4,135 | $ - |
| Dividends received | 198 | 1,326 |
| Net cash used in investing activities | (236,176) | (551,906) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 4,137,862 | 3,179,871 |
| Decrease in short-term borrowings | (3,549,683) | (2,871,312) |
| Increase in short-term bills payable | 200,000 | 130,000 |
| Decrease in short-term bills payable | (250,000) | (130,000) |
| Increase in long-term borrowings | - | 583,400 |
| Repayment of long-term borrowings | (368,535) | (525,777) |
| Repayment of the principal portion of lease liabilities | (842) | (1,173) |
| Transfer of treasury share to employees | 43,059 | - |
| Interest paid | (71,883) | (70,281) |
| Exercising the Company's call rights | - | 18 |
| Net cash generated from financing activities | 139,978 | 294,746 |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS | (24,698) | 77,914 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (270,532) | (264,061) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 776,631 | 1,040,692 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 506,099 | $ 776,631 |
(Concluded)
Appendix 1
GEM TERMINAL IND. CO., LTD.
Articles of Incorporation
Chapter One General Provisions
Article 1
This company is organized and established under the provisions of Company Limited by Shares of the R.O.C Company Act, and is named a GEM TERMINAL INDUSTRY CO., LTD., with the English business name of “GEM TERMINAL INDUSTRY CO., LTD.”.
Article 2
The scope of the business is as follows:
1. CA01060 Steel wire and cable manufacturing
2. CA01110 Smelting and Refining of Copper
3. CA01120 Copper Casting
4. CA01130 Copper Rolling, Drawing and Extruding
5. CA01990 Other non-ferrous metal basic industries
6. CA02090 Metal Wire Products Manufacturing
7. CA02990 Other metal products manufacturing
8. CA03010 Heat Treatment
9. CA04010 Surface treatments
10. CB01010 Mechanical and Equipment Manufacturing
11. CB01990 Other machinery manufacturing
12. CC01080 Electronic components manufacturing
13. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
14. CE01990 Other optical and precision instrument manufacturing
15. CQ01010 Mold and Die Manufacturing
16. F113010 Wholesale of Machinery
17. F119010 Wholesale of electronic materials
18. F199990 Other wholesale trade
19. F219010 Retail Sale of Electronic Materials
20. F299990 Retail Sale of Other Products
21. F401010 International trade
22. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3
The Company may endorse and guarantee for business needs according to its operation procedure of endorsement and guaranty.
Article 4
The company may invest other business if needed, the total amount of its investment may not be subject to the restriction of not exceeding 40% of its own paid-in capital as provided in Article 13 of the Company Act.
Article 5
The Company is headquartered in Kaohsiung, Taiwan and when necessary, may establish branches or subsidiaries at home and abroad according to resolutions by the Board of Directors.
Chapter Two Shares
Article 6
The total capital amount of the Company shall be NT$ 2,210,000,000 accounting for two hundred and twenty-one million shares, at a par value of Ten New Taiwan Dollars (NT$10) per share. The shares shall be issued in installments. The Board of Directors is authorized to issue the unissued shares in installments depending on the business needs of the Company.
The Board of Directors is authorized to issue up to 3 million shares of common stock of the Company within the scope of 30 million New Taiwan Dollars in total capital, at a price of NT$10 per share, as employee stock options, as deemed necessary.
Article 6.1
If the Company intends to buy back the Company's shares and transfer stock to employees at a price that is lower than the actual average price of the shares, according to Article 10-1 and Article 13 of the Rules Governing the Repurchase of the Company's Shares by Publicly Traded and Over-the-Counter Companies, pursuant to a resolution approved by the majority of total issued shares represented at the shareholders' meeting and the consent of more than two-thirds of the attending shareholders' voting rights.
Article 6.2
If the Company intends to issue employee stock warrants at a price lower than the market price, we must first obtain a resolution from the shareholders' meeting in accordance with Article 56-1 and Article 76 of the Regulations Governing the Offering and Issuance of Securities before issuing them.
Article 7
In compliance with Articles 161-2 of Company Act, shares issued by the Company may also be exempt from printing of share certificates, and the Company shall arrange for such shares to be recorded by a centralized securities custodian institution.
Article 8
All matters related to the Company's shares shall be handled in accordance with the relevant regulations of the competent authority.
Article 9
Delete
Chapter Three Shareholders' meeting
Article 10
Registration for transfer of shares shall all be suspended 60 days before the convocation of any ordinary shareholders' meeting, 30 days before the convocation of extraordinary shareholders' meeting, or 5 days before the record day for distribution of dividend, interest and bonus or any other benefit as scheduled by the Company.
Article 11
Shareholders' meeting shall be divided into two kinds: Annual General meeting of shareholders and Extraordinary General meeting of shareholders. Annual General meeting of shareholders will be held once every year within six months after close of each fiscal year, while the Extraordinary General meeting of shareholders will be held when necessary.
The notice may be given by means of electronic communication if the Company obtains consent by the recipients. The announcement for shareholders who own less than 1,000 shares of nominal stocks may be made as announcement. When the general meeting of shareholders is in session, it may be held via videoconference or other means announced by the central competent authority.
Article 12
Shareholders attend shareholders' meeting by proxy in accordance with Article 177 of the Company Law and The Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
Article 13
Each shareholder of the Company is entitled to one vote per share, unless otherwise provided by applicable law or regulation
Article 14
Unless otherwise provided by applicable law or regulation, a resolution of the shareholders' meeting shall be adopted by the consent of a majority of the votes represented by those in attendance at the meeting, in person or by proxy, by shareholders who represent a majority of the total issued shares.
The preparation and distribution of the minutes of the shareholders' meeting can be done electronically. The distribution of the minutes of the meeting may be made by public announcement.
Chapter Four Directors & Audit Committees
Article 15
The Company shall have five to seven directors, with three-year office term. Directors are elected and appointed by the shareholders' meeting from those people with capacity, and followed the candidate nomination system of Article 192-1 of the Company Act. Candidates may continue in office if re-elected.
The qualifications of independent directors should be in accordance with not less than three in number and not less than one-fifth of the total number of directors.
The total amount of shares in the registered name shares held by all directors shall not be less than the percentage stipulated in the "Regulations on the Proportion of Directors', Supervisors' and Auditors' Equity of Publicly Offered Companies and Their Implementation".
44
Article 15.1
In compliance with Articles 14-4 of the Securities and Exchange Law, the Company shall establish an Audit Committee or other specific committee. Audit Committee shall consist of all independent directors and not less than three in number. One of whom acts as the convenor, the related exercise of authority shall subject to related laws and regulations
Article 16
Board of Directors made up of directors, and the Board of Directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect a vice chairman of the board if needed.
The Board of Directors convenes a notice, which can be done in writing, fax or E-mail.
Article 17
If the vacancies of Directors reach one-third of the number of Directors specified in the Articles of Association, an extraordinary Shareholders' Meeting shall be called within 60 days from the date of occurrence and hold a by-election to fill the vacancies.
Article 18
When the chairman of the board takes a leave or is unable to exercise his powers for some reason, his proxy shall be handled in accordance with Article 208 of the Company Act. When a director is unable to attend a meeting in person, he may appoint another director with a proxy letter, but the proxy is limited to one person. When the board of directors holds a meeting, the directors who participate in the meeting via video are considered to be present in person.
Article 19
Delete
Article 20
The compensation of the directors and executive shareholders of the Company shall be determined by the Board of Directors according to the degree of participation and contribution value of the operation of the Company, as well as the usual industry standards.
Article 20-1
Within the term of office of the directors of this company, they shall be liable for compensation in accordance with the law for their business scope, and this company may purchase liability insurance for them
Chapter Five Manager
Article 21
The Company may appoint one Chief Executive Officer, whose commissioning, decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.
Chapter Six Accounting
Article 22
After the close of each fiscal year, the following reports shall be prepared by the Board of Directors and submitted to the regular shareholders' meeting for ratification. 1. Business Report. 2. Financial Statements. 3. Proposal Concerning Appropriation of Net Profits or Recovering of Losses.
Article 23
If the Company has profits for the fiscal year, it shall allocate no less than three percent (3%) thereof as employee remuneration. Of the aforesaid employee remuneration, no less than twenty percent (20%) shall be allocated as remuneration to base-level employees, to be distributed in shares or cash as resolved by the Board of Directors.
The Company may, by resolution of the Board of Directors, allocate no more than five percent (5%) of the aforesaid profits as directors' remuneration. The distribution of employee remuneration and directors' remuneration shall be reported to the shareholders' meeting.
The recipients of treasury stock transferred to employees, employee stock options, issuance of shares and restricted stock awards can be the employees of the Company's subsidiaries who fulfill specific requirements. The condition of issue stock authorized by Board of meeting.
Article 23-1
When the Company makes the final accounting to obtain a net income, after all taxes and dues have been paid and losses have been covered and at the time of allocating surplus profits, it shall first set aside 10% of such profits as a legal reserve; provided that no legal reserve may be set aside when such legal reserve has reached the Company's total paid-in capital. If necessary, it may set aside or reverse a special reserve or retain surplus earnings with discretion in accordance with the relevant laws from the balance plus undistributed earnings.
If there is still a balance, together with accumulated undistributed profits, the Board of Directors shall draft a resolution for the distribution of profits and distribute it through the issuance of new shares, which shall be submitted to the shareholders' meeting for resolution.
45
When the company sets special reserve, the shortfall of “net increase in the fair value of investment real estate accumulated in the previous period” and “Net deduction of other equity accumulated in previous period” should be deducted from unappropriated earnings in previous term. If there is still insufficient, it should be added net income after-tax and other comprehensive income into unappropriated earnings.
Pursuant to article 240 of the Company Law, the Board of Directors is authorized, with the presence of two-thirds of the directors and the resolution of more than half of the present directors, to distribute all or part of the dividends, bonuses or the statuary reserves and the capital reserves as stipulated in article 241 of the Company Law, in the form of cash and report to the shareholders' meeting.
Considering the Company's current status and future expansion development, the share dividend may be “Residual Dividend Policy”. In the future, the company consider the economic environment for sustainable development. The distribution plan needs to be proposed by the Board of Directors and approved by the shareholders’ meeting. The cash dividends shall not be less than 10% of the total dividends. However, if the cash dividend less than 0.2 per share, it would change to distribute stock dividend.
Chapter Seven Miscellaneous
Article 24
In regard to any matters not provided in this Articles of Incorporation, they shall be in pursuance of Company Act, Securities and Exchange Act and other related laws or regulations.
Article 25
These Articles of Incorporation were enacted on July 1, 1993.
The 1st amendment was made on October 26, 1993.
The 2nd amendment was made on January 15, 1995.
The 3rd amendment was made on June 15, 1995.
The 4th amendment was made on March 4, 1996.
The 5th amendment was made on May 11, 1996.
The 6th amendment was made on May 3, 1997.
The 7th amendment was made on November 22, 1997.
The 8th amendment was made on May 29, 1999.
The 9th amendment was made on June 9, 2000.
The 10th amendment was made on June 1, 2001.
The 11th amendment was made on June 14, 2002.
The 12th amendment was made on June 20, 2003.
The 13th amendment was made on June 15, 2004.
The 14th amendment was made on June 14, 2005.
The 15th amendment was made on June 14, 2006.
The 16th amendment was made on June 13, 2007.
The 17th amendment was made on June 13, 2008.
The 18th amendment was made on June 19, 2009.
The 19th amendment was made on June 15, 2012.
The 20th amendment was made on June 14, 2013.
The 21th amendment was made on June 22, 2016.
The 22th amendment was made on June 14, 2017.
The 23th amendment was made on June 13, 2018.
The 24th amendment was made on June 25, 2019.
The 25th amendment was made on October 30, 2020.
The 26th amendment was made on July 27, 2021.
The 27th amendment was made on June 24, 2022.
The 28th amendment was made on June 13, 2024.
The 29th amendment was made on June 25, 2025.
GEM TERMINAL IND. CO., LTD
Chairman : Su, Tun-Li
Appendix 2
GEM TERMINAL IND. CO., LTD.
Rules and Procedures of Shareholders' Meeting
Article 1
To establish a strong governance system and sound supervisory capabilities for this Company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The rules of procedures for this Company's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3 (Shareholders' Meeting Convocation and Meeting Notice)
The rules of procedures for this Company's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
This Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. This Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. In addition, before 15 days before the date of the shareholders' meeting, this Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time.
Matters pertaining to election or dismissal of Directors, change of the Article of Association, reduction of capital, application for cessation of public offering, lifting of the noncompete clause
for the Company' Directors, capital increase from earnings, capitalization of capital surplus, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1 of Article 185 shall be listed and explained in the reasons for convening the meeting and cannot be proposed through an extempore motion; its main content can be placed on the website designated by the competent securities authority or the Company; such a website shall be stated in the notice.
The shareholders holding more than one percent of the total issued shares of the company may propose a resolution to the general meeting of shareholders of the Company, provided that only one item is proposed and any proposals exceeding one item shall not be included in the agenda. However, if the shareholders' proposal is for the purpose of urging the company to improve public interest or fulfill its social responsibility, the board of directors may still include the agenda. In addition, if the shareholder's proposal is one of the items in Article 172, Paragraph 1, Subparagraph 4 of the Company Law, the board of directors may not include it in the agenda.
The Company shall announce the acceptance of shareholders' proposals, acceptance methods (written or electronic), acceptance venue and acceptance period before the suspension of stock transfer day before the general meeting of shareholders; and the acceptance period shall not be less than ten days.
The shareholder's proposal shall be limited to three hundred words, and any proposals exceeding three hundred words shall not be included in the agenda; and the proposer of the proposal shall attend the general meeting of shareholders in person or authorize others to attend and participate in the discussion of the proposal.
The Company shall notify the proposer of the result before the convening notice of the shareholders' meeting, and include the resolutions that conform to the provisions of this article in the convening notice. For the shareholders' proposals not included in the agenda, the board of directors shall explain the reasons for not including them in the shareholders' meeting.
Article 4
For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to this Company 5 days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Company 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 (Principles for the location and time of the shareholders meeting)
The venue for a shareholders’ meeting shall be the premises of this 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 6 (Preparation of documents)
This Company shall specify in its 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.
This Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
While the Government or legal person is the shareholder, the number of representatives on behalf of the shareholder attendant might be more than one, while a legal person attends in the Shareholders Meeting via the Power of Attorney, only one can be appointed for attendance.
Article 7 (Chairman of the shareholders meeting, attendees)
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 directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If the Shareholders' Meeting is convened by other individuals with the convening right than the member of the Board of Directives, the said individual shall be the Chair, and in case of more than two individuals with the convening right, either one of them shall be recommended in between to be the Chair.
This Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
Article 8 (Audio recording or video recording of the shareholder meeting)
The Company shall make a recording of the audio and video throughout the course of check-in of all shareholders, entire Meeting, and voting and counting votes consecutively without stop.
The audio-visual materials mentioned in the previous article should be kept for at least one year. However, for shareholders who initiate a lawsuit in accordance with Article 189 of the Company Law, those recorded materials should be kept until the litigation is concluded.
Article 9
Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. When the meeting time has come, the chairman should announce the opening of the meeting. However, if no shareholders representing more than half of the total issued shares have attended, the chairman may announce the postponement of the meeting for twice, and the total postponed time shall not exceed one hour. If the shareholders representing more than one third of the total issued shares have not attended after the second postponement, the chairman shall announce the dissolution of the meeting.
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If the quorum is still not met after the second adjournment and more than one third of the total shares issued are represented, according to Article 175, Paragraph 1 of the Companies Act, a resolution may be taken by those present and shall be notified to all shareholders for a second meeting to be convened within one month. Before the end of the meeting, if the number of shares represented by the attending shareholders reaches more than half of the total issued shares, the chairman may submit the resolution passed to the shareholders' meeting for re-voting in accordance with Article 174 of the Companies Act.
Article 10(Proposal Discussion)
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 other members of the Board of Directors shall promptly assist the attending shareholders in electing 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.
Article 11(Shareholder statement)
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.
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.
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.
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.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12(Calculation of voting shares, withdrawal system)
Voting at a shareholders' meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
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 Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, 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 represented by 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.
Article 13
Shareholders shall have one vote per share; however, those who are restricted or listed in Article 179, para.2 of the Company Act shall not apply.
The company shall adopt electronic and written methods for shareholders to exercise their voting rights when convening a shareholders' meeting; the method for exercising voting rights by written or electronic means shall be specified in the notice of convocation of the meeting. Shareholders who exercise their voting
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rights by written or electronic means shall be deemed as attending the meeting in person. However, as abstention shall be deemed for temporary motions and amendments to the original agenda of the meeting, the company should avoid proposing temporary motions and amendments to the original agenda.
For those who exercise their voting rights in writing or electronically, their intention should be delivered to the company two days before the shareholders' meeting, and if there is duplication, the first one to be delivered shall prevail. However, this does not apply to those who revoke their previous intention.
Shareholders who have exercised their voting rights in writing or by electronic means may, if they wish to attend the shareholders' meeting in person, revoke such voting right in the same manner two days prior to the meeting; otherwise, the voting right exercised in written or electronic manner shall prevail. If voting rights are exercised in written or electronic manner and entrusted to an agent to attend the shareholders' meeting, the voting rights exercised by the agent shall prevail.
Except as otherwise provided by the Company Act and the articles of association of this Company, the resolution of the proposal shall be passed by the agreement of more than half of the voting rights of the attending shareholders. At the voting, the total voting rights of the attending shareholders shall be announced by the chairman or his designated person, and the results of the agreement, opposition and abstention of the shareholders shall be entered into MOPS(Market observation post system)on the same day after the shareholders' meeting is held.
When a motion has an amendment or substitute, the chair shall decide the order of voting for the original motion and the amendment/substitute. If one of the motions is passed, the other motions shall be considered as rejected and no further voting is required. The chair shall appoint the scrutineers and counters for the voting of the motions. The scrutineers shall be shareholders. The counting of votes for motions or elections in the shareholders' meeting shall be carried out in public and the result shall be announced on the spot after counting, including the number of voting rights, and be recorded.
Article 14 (Election matters)
The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Company.
Article 16 (External Announcement)
On the day of a shareholders' meeting, this Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders' meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Company regulations, this Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintenance of order at the venue)
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
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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" or "Security"
In the event that the venue has an audio equipment, the Chairman may stop the shareholders from speaking with equipment other than the one provided by the company. If a shareholder violates the rules of procedure and does not obey the chairman's correction, which hinders the progress of the meeting, the chairman may order the inspector or the security personnel to ask him to leave the venue.
Article 18(Break, continuation assembly)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the venue of the shareholders' meeting cannot be continued to be used before the end of the agenda (including extempore motion) set by the shareholders' meeting, the shareholders' meeting may resolve to find another venue to continue the meeting.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19
These rules and procedures shall be effective after ratification at the shareholders' meetings. The same applies to modifications.
Article 20
These Rules and Procedures of Shareholders' Meeting were enacted on October 30, 2020.
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Appendix 3
GEM TERMINAL IND. CO., LTD.
Directors' Shareholdings & Minimum Shareholdings Required
As of April 25, 2026, all board members' shareholdings are as follows:
| Position | Name | Number of Shares | Shareholding (%) |
|---|---|---|---|
| Chairman | Cheng Fong Investment Co., Ltd. | ||
| Representative: Su, Tun-Li | 20,278,409 | 11.98 | |
| Vice Chairman | You Feng Investment Co., Ltd. | ||
| Representative:Su,Chung-Hong | 13,983,236 | 8.26 | |
| Director | Tsung-Fu Investment Co., Ltd. | ||
| Representative: Su, Hsing-Hsien | 28,367,914 | 16.77 | |
| Director | Gu, Heng-Chang | 10,000 | 0.01 |
| Independent Director | Yang, Chen-Yang | 0 | 0.00 |
| Independent Director | Wang, Qian-Xiu | 0 | 0.00 |
| Independent Director | Wu, Yun-Rou | 0 | 0.00 |
| Total shares of all directors (exc. Independent Director) | 62,639,559 | 37.02 | |
| Total shares of all directors (incl. Independent Director) | 62,639,559 | 37.02 |
Note:
- As of the closing date of the shareholders' general meeting this year, the total shareholdings of all directors are 169,200,000 shares.
- In accordance with Article 26 of the Securities and Exchange Act and Article 2 of the Shareholding Ratio and Inspection Implementation Rules for Directors and Supervisors of Public Offering Companies, the minimum number of shares held by all directors is 10,152,000 shares.
- The Company has established an Audit Committee, so the minimum shares required to be held by the supervisors are not applicable.
Appendix 4
Other Notes
Instructions for Shareholders’ Proposals at Shareholders Meeting:
Description:
During the shareholder proposal acceptance period for this Annual General Shareholders’ Meeting, no proposals were submitted by any shareholders.
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Thank you for attending the general meeting of shareholders.
Please feel free to ask questions.
G E M
TERMINALS
GEM TERMINAL IND. CO., LTD.
SUZHOU GEM OPTO-ELECTRONICS TERMINAL CO., LTD.


VIETNAM GEM ELECTRONIC AND METAL CO., LTD.
DONGGUAN GEM ELECTRONIC & METAL CO., LTD.


GEM TERMINAL IND. CO., LTD.
G E M
TERMINALS
GEM TERMINAL IND. CO., LTD.
HEAD OFFICE : NO. 138,LANE513,TA-TUNG ROAD, LU-CHU DIST,
KAOHSIUNG CITY, TAIWAN, R.O.C
TEL: 886-7-6963037
FAX: 886-7-6962666
TAIPEI BRANCH: 2/F., NO. 223, SEC. 3, CHENG-TE ROAD, TAIPEI,
TAIWAN, R.O.C TEL: 886-2-25917611
FAX: 886-2-25958265