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GEM — AGM Information 2026
Jun 1, 2026
52576_rns_2026-06-01_6cbd7b2a-d8e1-441d-9144-cdfa9169736e.pdf
AGM Information
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GEM SERVICES, INC.
MINUTES OF THE 2026 ANNUAL GENERAL MEETING
Time of meeting: May 26, 2026 at 9:00 a.m.
Place of meeting: 3F., No. 88, Minquan Rd., Banqiao Dist., New Taipei City (Hilton Taipei Sinban Hotel)
Total issued shares of the Company: 129,047,384 shares
Shares present at the meeting: 86,748,733 shares
Percentage of shares present at the meeting: 67.22%
Directors present: Chu-Liang, Cheng (the Chairman of the Board of Directors), Wen-Hsing, Huang, Tien-Tseng, Sung, Tay-Jen, Chen, Wei-Chung, Pan, Shu, Yeh (Independent Director /the Convener of Audit Committee), Chun-Chi, Yang (Independent Director)
Attendees: Keng-Hsi, Chang CPA, Deloitte & Touche
Meeting chair: Chu-Liang, Cheng (the “Chairman”)
Meeting secretary: Meng-Hsuan, Lin
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
-
Chairman’s Address (Omitted)
-
Report Items
I. Reported 2025 employees’ profit sharing and directors’ compensation (see Handbook for the 2026 Annual Meeting)
II. Reported the business of 2025 (see Attachment I)
III. Audit Committee’s review report (see Attachment II)
IV. Reported 2025 earnings distribution (see Handbook for the 2026 Annual Meeting)
- Ratification Items
I. To accept 2025 Business Report and Consolidated Financial Statements (Proposed by the Board of Directors)
Explanatory Notes:
- GEM’s 2025 Consolidated Financial Statements, including Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, and Consolidated Statements of Cash Flows, were audited by independent auditors, Mr. Keng-Hsi Chang and Mr. Meng-Kuei Yu, of Deloitte & Touche.
- 2025 Business Report, and Independent Auditors’ Report, the aforementioned Financial Statements are attached hereto as Attachments I and III.
There are no shareholder questions at the general meeting.
Voting Results:
Shares represented at the time of voting: 86,748,733
| Voting Results |
|---|
| Votes in favor: 81,549,161 |
| Votes against: 79,331 |
| Abstained/ non-voting: 5,120,241 |
Resolution: With 94.00% of the eligible shares voting for this proposal, this motion is approved as proposed.
II. To accept the Proposal for Distribution of 2025 Profits
(Proposed by the Board of Directors)
Explanatory Notes:
- GEM’s 2025 net income was NT$ 758,645,167 (please see below for the 2025 Earnings Distribution Table).
GEM Services, Inc.
Earnings Distribution Table
Year 2025
(Unit: NTD$)
| Items | Total |
|---|---|
| Beginning retained earnings | 1,376,542,547 |
| Net income of 2025 | 758,645,167 |
| Legal reserve appropriation (10%) | ( 75,864,517 ) |
| Special reserve appropriation | ( 44,122,957 ) |
| Retained earnings available for distribution | 2,015,200,240 |
| Appropriation: | |
| Cash dividends ($ 5) | ( 645,236,920 ) |
| Unappropriated Retained Earnings | 1,369,963,320 |
There are no shareholder questions at the general meeting.
Voting Results:
Shares represented at the time of voting: 86,748,733
| Voting Results |
|---|
| Votes in favor: 77,578,779 |
| Votes against: 79,331 |
| Abstained/ non-voting: 9,090,623 |
Resolution: With 89.42% of the eligible shares voting for this proposal, this motion is approved as proposed.
4. Discussion Items
I. Amendment to the “Articles of Incorporation”
(Proposed by the Board of Directors)
Explanatory Notes:
-
In order to conform to the needs of amendments to related laws, GEM hereby proposes to amend GEM's “Articles of Incorporation”.
-
Please refer to Attachment IV for details.
There are no shareholder questions at the general meeting.
Voting Results:
Shares represented at the time of voting: 86,748,733
| Voting Results |
|---|
| Votes in favor: 77,579,026 |
| Votes against: 79,334 |
| Abstained/ non-voting: 9,090,373 |
Resolution: With 89.42% of the eligible shares voting for this proposal, this motion is approved as proposed.
II. Amendment to the “Rules of Procedure for Shareholders Meetings”
(Proposed by the Board of Directors)
Explanatory Notes:
-
In order to conform to the needs of amendments to related laws, GEM hereby proposes to amend GEM's “Rules of Procedure for Shareholders Meetings”.
-
Please refer to Attachment V for details.
There are no shareholder questions at the general meeting.
Voting Results:
Shares represented at the time of voting: 86,748,733
| Voting Results |
|---|
| Votes in favor: 77,578,026 |
| Votes against: 79,334 |
| Abstained/ non-voting: 9,091,373 |
Resolution: With 89.42% of the eligible shares voting for this proposal, this motion is approved as proposed.
III. Amendment to the “Guidelines and Procedures for Acquisitions and Dispositions of Assets”
(Proposed by the Board of Directors)
Explanatory Notes:
-
In order to conform to the needs of amendments to related laws, GEM hereby proposes to amend GEM's “Guidelines and Procedures for Acquisitions and Dispositions of Assets”.
-
Please refer to Attachment VI for details.
There are no shareholder questions at the general meeting.
Voting Results:
Shares represented at the time of voting: 86,748,733
| Voting Results |
|---|
| Votes in favor: 77,573,026 |
| Votes against: 80,334 |
| Abstained/ non-voting: 9,095,373 |
Resolution: With 89.42% of the eligible shares voting for this proposal, this motion is approved as proposed.
- Extemporary Motions: None
- Adjournment: The meeting adjourned at 9:22 am
Chu-Liang Cheng
Chairman
Meng Hsuan Lin
Meng-Hsuan Lin
Meeting Secretary
4
Attachment I
GEM Services, Inc.
Consolidated Business Report 2025
Ladies and gentlemen, Dear Shareholders:
In 2025, although the macroeconomic environment of the semiconductor industry faced many challenges, the management team continued to adhere to the 4A guidelines of Ahead, Able, Agile, and Accountable-focusing persistently on core business expansion, technological upgrades, and deepening relationships with existing customers to maximize the interests of all shareholders. The summary report of the Company’s 2025 annual operation and future business plan is as follows:
I. 2025 annual operation results:
(I) Implementation of the business plan:
The 2025 consolidated revenue of the Company was NT$5,325,910 thousand and the consolidated net profit after tax was NT$758,645 thousand with a earnings per share of NT$5.88 and a net asset value per share of NT$36.38. Through intensive development of both existing and new products and customers, improving production capacity utilization, and other effective measures such as cost and quality management, the Company’s profit in 2025 grew compared to 2024.
(II) Budget execution status:
The 2025 financial forecast has not been made public, so there is no budget achievement.
(III) Analysis of receipts, expenditures, and profitability:
The Company’s consolidated liabilities accounted for 31% of its consolidated assets and the consolidated current ratio was 244% which are on a healthy level in financial structure, solvency and profitability indicators.
(IV) Research and development work:
- Continuously development on the manufacturing process, improvement on production efficiency, and understanding market trends and customer demands to further increase market share.
- Utilize the Company’s accumulated technology and knowledge related to manufacturing processes and materials and develop new application with
customers and products to solidify market positioning.
II. Summary of 2026 business plan:
(I) Business strategy:
- Looking at the big picture and having insights into the needs of the industry, applications, and clients, and formulating a business plan in advance.
- Continuously enhancing our research and development capabilities to respond to the needs for new products, new markets, and new business activities.
- Flexibly and quickly responding to changes and needs inside and outside the organization.
- Taking responsibility and meeting clients’ needs.
- Reducing cost through automation and process optimization.
- Strengthening talent recruitment and training to enhance organizational competitiveness.
(II) Expected sales and basis of estimation:
The Company forecast the sales plan for 2026 based on the sales in 2025 and the current industry overview. According to the current industry information, it is estimated that the market will continue to grow, but with rapid changes in the international trade environment and many uncertain factors, the Company’s sales will be based on the latest market changes, customer operation, and the industry development trends.
(III) Important production and marketing policies:
1. Marketing strategy:
- Active collaboration with customers to strengthen services. Seek to establish strategic partnerships with customers.
- Continue to improve on the Company’s brand image through product upgrades and lead the power semiconductor packaging and testing market.
2. Production strategy:
- Maintain long-term partnership with automation equipment manufacturers, and become strategic partners to develop specialized production processes, reduce production costs, and develop high-quality, multi-functional and competitive products.
- Continue to collaborate with customers to strengthen the planning and management of production capacity and quality to provide the services
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to the customer.
(IV) Future development strategy:
1. Combine the customer applications and develop versatility in the product line to diversify the products and provide a total solution for the customers.
2. Continue to develop key technologies, and develop new-generation products in response to industry trends to maintain as an industry leader.
(V) The effect of external competition, the legal environment, and the overall business environment:
The demand for electronic products changes with the consumer market, trade environment, and government policies of various countries. In recent years, the volume and performance of electronic components have been continuously improved, product lifetime shorter, supply chain competition increasingly fierce, and the requirements of laws and regulations on products and factories increasing. In response, the Company has striven to increase product applications, develop potential clients, expand product series, control investment risks, continue to pay attention to changes in the supply chain caused by geopolitical factors, and take countermeasures. Internally, we work to identify potential risks and formulate countermeasures through constant review of business and an internal control mechanism to reduce operational risks based on the industry environment and business conditions.
Facing future challenges, the Company will continue to enhance its R&D and manufacturing capabilities and efficient business management to maximize the interests of all shareholders.
May I wish you all
Good health
and good luck
Chairman: General Manager: Head-Finance & Accounting:
Chu-Liang, Cheng Yen-Chiang, Tang Jui-Ping, Wang
Attachment II
GEM Services, Inc.
Audit Committee’s Review Report
March 9, 2026
The Board of Directors of GEM Services, Inc. (GEM) has prepared the GEM’s 2025 Business Report, Consolidated Financial Statements, and the Proposal for profit appropriation. The CPA Mr. Keng-Hsi Chang and Mr. Meng-kuei Yu from Deloitte & Touche were retained to audit GEM’s Consolidated Financial Statements and have issued an audit report relating to the Consolidated Financial Statements. The said Business Report, Consolidated Financial Statements, and Proposal for profit appropriation have been reviewed and determined to be correct and accurate by the Audit Committee of GEM in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this Report.
GEM Services, Inc.
Yeh, Shu, Chairman of the Audit Committee
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Attachment III
CPA's Audit Report
GEM Services, Inc.:
Opinion
We have audited the accompanying consolidated financial statements of GEM Services, Inc. and its subsidiaries (collectively, the “GEM Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and the related notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the GEM 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 (FSC) of the Republic of China (ROC).
Basis for the audit opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. 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 GEM Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the ROC, 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.
Key audit matters for the GEM Group’s consolidated financial statements for the year ended December 31, 2025 are stated as follows:
The veracity of the sales revenue of specific customers
The GEM Group’s consolidated operating revenue in 2025 was NT$5,325,910 thousand, up by about 14% compared with the consolidated operating revenue in 2024. However, among the customers with significant sales volume in 2025, the total revenue of the customers with larger revenue growth accounted for about 38% of the consolidated operating revenue, resulting in significant influence on the consolidated financial statements. Thus, we believe that the main risk lies in the veracity of the sales revenue of the customers with significant sales volume and larger revenue growth rate in 2025, and it is included in the key audit matters of the 2025 consolidated financial statements. Please refer to Note 4 (14) of the Consolidated Financial Statements for the description of the revenue recognition policy.
Our audit procedures for this include:
- By understanding the relevant internal control systems and operating procedures of the sales transaction cycle, we design the internal control auditing procedures according to the veracity of the sales revenue and confirm and evaluate the relevant internal control procedure during the sales transactions for whether the design and implementation are effective.
- We obtain the list of the above-mentioned customers in 2025, and evaluate whether their relevant background, transaction amount, credit line and company size are reasonable.
- We select samples from the above-mentioned customer sales details, examine the sales slips, customs declarations, bills of lading, sales invoices, payment collections, and major sales returns after the balance sheet date to confirm the veracity of the sales revenue.
Responsibilities of Management and Governing Units for Consolidated Financial Statements
The responsibility of management is to prepare properly represented 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 FSC of the ROC, and maintain the necessary internal control related to the preparation of the consolidated financial statements to ensure no significant misrepresentation are contained in the consolidated financial statements resulting from fraud or error.
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In preparing the consolidated financial statements, management is responsible for assessing the GEM 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.
The GEM Group’s governance units (including the Audit Committee) are responsible for overseeing the financial reporting process.
CPA’s 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 auditing standards generally accepted in the ROC will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the GEM 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 GEM Group’s ability to continue as a going concern. If we conclude that a material
11
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 auditor’s report. However, future events or conditions may cause the GEM 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 the entities or business activities within the GEM 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 GEM Group’s 2025 consolidated financial statements 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.
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Deloitte & Touche
CPA Keng-Hsi, Chang
CPA Meng-Kuei, Yu
Approved for recordation by Securities and
Futures Commission, Ministry of Finance
Tai-Tsai-Cheng-Liu-Tzu No. 0920123784
Approved for recordation by Financial
Supervisory Commission
Chin-Kuan-Cheng-Shen-Tzu No. 1130357402
March 9, 2026
13
GEM SERVICES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 1,868,250 | 27 | $ 2,275,498 | 34 |
| 1136 | Financial assets measured at amortized cost - current (Notes 4, 7, and 8) | 872,608 | 13 | 196,710 | 3 |
| 1140 | Current contract assets (Notes 4, 5 and 22) | 88,248 | 1 | 108,353 | 2 |
| 1170 | Accounts receivable (Notes 4, 5, 9, 22 and 27) | 989,290 | 15 | 852,200 | 13 |
| 1180 | Accounts receivable due from related parties (Notes 4, 5, 22 and 30) | 8,066 | - | 8,903 | - |
| 1200 | Other receivables (Notes 4, 5, 9 and 27) | 105,788 | 2 | 119,797 | 2 |
| 1210 | Other receivables due from related parties (Notes 4, 5 and 30) | 52 | - | 863 | - |
| 130X | Inventories (Notes 4 and 10) | 162,793 | 2 | 141,948 | 2 |
| 1410 | Prepayments (Note 17) | 34,147 | 1 | 30,696 | - |
| 11XX | Total current assets | 4,129,242 | 61 | 3,734,968 | 56 |
| Non-current assets | |||||
| 1550 | Investments accounted for using equity method (Notes 4 and 12) | 129,284 | 2 | 125,814 | 2 |
| 1600 | Property, plant and equipment (Notes 4, 13 and 26) | 2,206,456 | 32 | 2,476,339 | 37 |
| 1755 | Right-of-use assets (Notes 4 and 14) | 100,626 | 1 | 137,919 | 2 |
| 1760 | Investment property (Notes 4 and 15) | 34,995 | 1 | 43,522 | 1 |
| 1780 | Other intangible assets (Notes 4 and 16) | 10,906 | - | 3,246 | - |
| 1840 | Deferred tax assets (Notes 4 and 24) | 55,389 | 1 | 55,961 | 1 |
| 1990 | Other non-current assets (Notes 4, 17 and 30) | 154,660 | 2 | 43,157 | 1 |
| 15XX | Total non-current assets | 2,692,316 | 39 | 2,885,958 | 44 |
| 1XXX | Total assets | $ 6,821,558 | 100 | $ 6,620,926 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2130 | Current contract liabilities (Notes 4 and 22) | $ 43,006 | 1 | $ 18,892 | - |
| 2170 | Accounts payable | 723,668 | 11 | 683,783 | 10 |
| 2200 | Other payables (Notes 18 and 27) | 554,319 | 8 | 521,970 | 8 |
| 2230 | Current tax liabilities (Notes 4 and 24) | 102,187 | 2 | 98,948 | 2 |
| 2250 | Current provisions (Notes 4 and 19) | 30,000 | - | 30,000 | - |
| 2281 | Current lease liabilities (Notes 4 and 14) | 33,790 | - | 33,212 | 1 |
| 2300 | Other current liabilities (Notes 18, 27 and 30) | 204,568 | 3 | 180,049 | 3 |
| 21XX | Total current liabilities | 1,691,538 | 25 | 1,566,854 | 24 |
| Non-current liabilities | |||||
| 2570 | Deferred tax liabilities (Notes 4 and 24) | 33,174 | 1 | 27,541 | - |
| 2581 | Non-current lease liabilities (Notes 4 and 14) | 30,112 | - | 65,176 | 1 |
| 2670 | Other non-current liabilities (Notes 18 and 30) | 372,118 | 5 | 439,262 | 7 |
| 25XX | Total non-current liabilities | 435,404 | 6 | 531,979 | 8 |
| 2XXX | Total liabilities | 2,126,942 | 31 | 2,098,833 | 32 |
| Equity attributable to owners of the Company (Notes 4 and 21) | |||||
| Share capital | |||||
| 3110 | Common stock | 1,290,474 | 19 | 1,290,474 | 19 |
| 3200 | Capital surplus | 624,536 | 9 | 624,536 | 9 |
| Retained earnings | |||||
| 3310 | Legal reserve | 688,542 | 10 | 622,122 | 9 |
| 3320 | Special reserve | 99,617 | 2 | 253,910 | 4 |
| 3350 | Unappropriated earnings | 2,135,187 | 31 | 1,830,668 | 28 |
| 3300 | Total retained earnings | 2,923,346 | 43 | 2,706,700 | 41 |
| 3400 | Other equity | ( 143,740 ) | ( 2 ) | ( 99,617 ) | ( 1 ) |
| 3XXX | Total equity | 4,694,616 | 69 | 4,522,093 | 68 |
| Total liabilities and equity | $ 6,821,558 | 100 | $ 6,620,926 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Chu-Liang, Cheng
General Manager: Yen-Chiang, Tang
Head-Finance & Accounting: Jui-Ping, Wang
GEM SERVICES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 4, 22 and 30) | $ 5,325,910 | 100 | $ 4,670,539 | 100 |
| 5000 | Operating costs (Notes 10, 23 and 26) | ( 3,905,632 ) | ( 73 ) | ( 3,611,569 ) | ( 77 ) |
| 5900 | Gross profit from operations | 1,420,278 | 27 | 1,058,970 | 23 |
| Operating expenses (Notes 4, 9, 22, 23 and 30) | |||||
| 6100 | Selling expenses | ( 19,844 ) | - | ( 19,138 ) | ( 1 ) |
| 6200 | Administrative expenses | ( 310,539 ) | ( 6 ) | ( 298,385 ) | ( 6 ) |
| 6300 | Research and development expenses | ( 46,777 ) | ( 1 ) | ( 55,497 ) | ( 1 ) |
| 6450 | Reversal of expected credit (losses) gain | 1,682 | - | ( 1,942 ) | - |
| 6000 | Total operating expenses | ( 375,478 ) | ( 7 ) | ( 374,962 ) | ( 8 ) |
| 6900 | Net operating income | 1,044,800 | 20 | 684,008 | 15 |
| Non-operating income and expenses (Notes 4, 12 and 23) | |||||
| 7100 | Interest income | 46,745 | 1 | 49,035 | 1 |
| 7010 | Other income | 7,686 | - | 16,964 | - |
| 7020 | Other gains and losses | ( 88,800 ) | ( 2 ) | 82,172 | 2 |
| 7050 | Finance costs | ( 2,722 ) | - | ( 898 ) | - |
| 7060 | Share of profit of associates and joint ventures accounted for using equity method | 9,892 | - | 9,624 | - |
| 7000 | Total non-operating income and expenses | ( 27,199 ) | ( 1 ) | 156,897 | 3 |
(Continued)
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(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Profit from continuing operations before income tax | $ 1,017,601 | 19 | $ 840,905 | 18 |
| 7950 | Income tax expense (Notes 4 and 24) | ( 258,956 ) | ( 5 ) | ( 176,708 ) | ( 4 ) |
| 8200 | Net income | 758,645 | 14 | 664,197 | 14 |
| Other comprehensive income (loss) (Notes 4 and 21) | |||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss: | ||||
| 8341 | Translation differences from functional currency to presentation currency | ( 168,308 ) | ( 3 ) | 269,361 | 6 |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 124,185 | 2 | ( 115,068 ) | ( 2 ) |
| 8300 | Other comprehensive income (net amount after tax) | ( 44,123 ) | ( 1 ) | 154,293 | 4 |
| 8500 | Total comprehensive income | $ 714,522 | 13 | $ 818,490 | 18 |
| Earnings per share (Note 25) | |||||
| From continuing operations | |||||
| 9710 | Basic earnings per share | $ 5.88 | $ 5.15 | ||
| 9810 | Diluted earnings per share | $ 5.81 | $ 5.08 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: General Manager: Head-Finance & Chu-Liang, Cheng Yen-Chiang, Tang Accounting: Jui-Ping, Wang
GEM SERVICES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | Equity attributable to owners of the Company | ||||||
|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other equity | |||||
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translation of foreign financial statements | Total equity | |
| A1 Balance as of January 1, 2024 | $1,290,474 | $624,536 | $565,513 | $209,037 | $1,719,619 | ($253,910) | $4,155,269 |
| Distribution of 2023 earnings (Note 21) | |||||||
| B1 Legal reserve | - | - | 56,609 | - | (56,609) | - | - |
| B3 Special reserve | - | - | - | 44,873 | (44,873) | - | - |
| B5 Cash dividends | - | - | - | - | (451,666) | - | (451,666) |
| - | - | 56,609 | 44,873 | (553,148) | - | (451,666) | |
| D1 Net income in 2024 | - | - | - | - | 664,197 | - | 664,197 |
| D3 Other comprehensive income after tax in 2024 | - | - | - | - | - | 154,293 | 154,293 |
| D5 Total comprehensive income in 2024 | - | - | - | - | 664,197 | 154,293 | 818,490 |
| Z1 Balance as of December 31, 2024 | 1,290,474 | 624,536 | 622,122 | 253,910 | 1,830,668 | (99,617) | 4,522,093 |
| Distribution of 2024 earnings (Note 21) | |||||||
| B1 Legal reserve | - | - | 66,420 | - | (66,420) | - | - |
| B3 Special reserve | - | - | - | (154,293) | 154,293 | - | - |
| B5 Cash dividends | - | - | - | - | (541,999) | - | (541,999) |
| - | - | 66,420 | (154,293) | (454,126) | - | (541,999) | |
| D1 Net income in 2025 | - | - | - | - | 758,645 | - | 758,645 |
| D3 Other comprehensive income after tax in 2025 | - | - | - | - | - | (44,123) | (44,123) |
| D5 Total comprehensive income in 2025 | - | - | - | - | 758,645 | (44,123) | 714,522 |
| Z1 Balance as of December 31, 2025 | $1,290,474 | $624,536 | $688,542 | $99,617 | $2,135,187 | ($143,740) | $4,694,616 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Chu-Liang, Cheng
General Manager: Yen-Chiang, Tang
Head-Finance & Accounting: Jui-Ping, Wang
GEM SERVICES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A10000 | Profit before tax | $ 1,017,601 | $ 840,905 |
| A20010 | Adjustments for: | ||
| A20100 | Depreciation expense | 582,869 | 644,401 |
| A20200 | Amortization expense | 1,708 | 1,548 |
| A20300 | (Gains on reversal of) expected credit impairment losses | ( 1,682 ) | 1,942 |
| A20900 | Finance costs | 2,722 | 898 |
| A21200 | Interest income | ( 46,745 ) | ( 49,035 ) |
| A22300 | Share of profit of associates and joint ventures accounted for using equity method | ( 9,892 ) | ( 9,624 ) |
| A22500 | Losses (gains) on disposal of property, plant and equipment | 323 | ( 2,585 ) |
| A23700 | Loss on decline in market value and obsolete and slow-moving inventories | 4,505 | 2,715 |
| A24100 | Foreign currency exchange (gain) loss | 51,900 | ( 90,054 ) |
| A29900 | Liability provisions | 210 | 585 |
| A29900 | Profit from lease modification | - | ( 142 ) |
| A30000 | Changes in operating assets and liabilities | ||
| A31125 | Contract assets | 20,407 | 9,977 |
| A31150 | Accounts receivable | ( 231,317 ) | ( 106,035 ) |
| A31160 | Accounts receivable due from related parties | 647 | 1,479 |
| A31180 | Other receivables | 12,497 | ( 1,110 ) |
| A31200 | Inventories | ( 27,551 ) | 36,055 |
| A31230 | Prepayments | ( 3,979 ) | ( 1,209 ) |
| A32125 | Contract liabilities | 24,114 | ( 4,463 ) |
| A32150 | Accounts payable | 53,226 | 59,186 |
| A32180 | Other payables | 48,509 | 3,548 |
| A32200 | Liability provisions | ( 210 ) | ( 585 ) |
| A32230 | Other current liabilities | 3 | 6 |
| A33000 | Cash inflows generated from operating activities | 1,499,865 | 1,338,403 |
| A33100 | Interest received | 48,619 | 44,834 |
| A33300 | Interest paid | ( 2,722 ) | ( 898 ) |
| A33500 | Income taxes paid | ( 250,264 ) | ( 83,255 ) |
| AAAA | Net cash generated from operating activities | 1,295,498 | 1,299,084 |
(Continued)
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(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | ($ 1,039,169) | ($ 194,515) |
| B00060 | Repayment of principal on financial assets measured at amortized cost upon maturity | 375,705 | - |
| B02700 | Acquisition of property, plant and equipment | ( 280,178) | ( 224,777) |
| B02800 | Proceeds from disposal of property, plant and equipment | - | 14,416 |
| B03700 | Increase in refundable deposits | ( 33) | ( 655) |
| B03800 | Decrease in refundable deposits | - | 959 |
| B04300 | Increase in other receivables due from related parties | - | ( 911) |
| B04400 | Decrease in other receivables due from related parties | 880 | - |
| B04500 | Acquisition of intangible assets | ( 6,112) | ( 978) |
| B07100 | Increase in prepayments for equipment | ( 138,115) | ( 22,942) |
| B07300 | Increase in other prepayments | ( 7,021) | - |
| B07600 | Dividends received | 4,169 | 6,500 |
| BBBB | Net cash used in investing activities | ( 1,089,874) | ( 422,903) |
| Cash flows from financing activities | |||
| C03000 | Increase in guarantee deposits received | 51,215 | - |
| C04020 | Repayment of the principal portion of lease liabilities | ( 31,783) | ( 33,756) |
| C04500 | Cash dividends | ( 541,981) | ( 451,651) |
| CCCC | Net cash used in financing activities | ( 522,549) | ( 485,407) |
| DDDD | Effect of exchange rate changes on cash and equivalents | ( 90,323) | 153,231 |
| EEEE | Net (decrease) increase in cash and cash equivalents | ( 407,248) | 544,005 |
| E00100 | Opening balance of cash and cash equivalents | 2,275,498 | 1,731,493 |
| E00200 | Ending balance of cash and cash equivalents | $ 1,868,250 | $ 2,275,498 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: General Manager: Yen- Head-Finance & Chu-Liang, Cheng Chiang, Tang Accounting: Jui-Ping, Wang
Attachment IV
GEM Service, Inc.
Comparison Table for GEM's "Articles of Incorporation"
| After revision | Before revision | Reasons |
|---|---|---|
| (as adopted by a Special Resolution dated on May 26, 2026) | (as adopted by a Special Resolution dated on May 26, 2025) | |
| 17.3 | ||
| The Company shall, at least thirty days prior to any annual general meeting or at least fifteen days prior to any extraordinary general meeting (as the case may be), make public announcement of the notice of such general meeting, instrument of proxy, the businesses and their explanatory materials of any sanction, discussion, election or removal of Directors and transform such information into electronic format and transmitted the same to the Market Observation Post System in accordance with the Applicable Public Company Rules. If the voting power in any general meeting will be exercised by way of a written ballot, the written ballot and the aforementioned information of such general meeting shall together be delivered to each Member. The Directors shall prepare a meeting handbook of relevant general meeting and supplemental materials in accordance with the Applicable Public Company Rules at least thirty days prior to any annual general meeting (or at least fifteen | 17.3 | |
| The Company shall, at least thirty days prior to any annual general meeting or at least fifteen days prior to any extraordinary general meeting (as the case may be), make public announcement of the notice of such general meeting, instrument of proxy, the businesses and their explanatory materials of any sanction, discussion, election or removal of Directors and transform such information into electronic format and transmitted the same to the Market Observation Post System in accordance with the Applicable Public Company Rules. If the voting power in any general meeting will be exercised by way of a written ballot, the written ballot and the aforementioned information of such general meeting shall together be delivered to each Member. The Directors shall prepare a meeting handbook of relevant general meeting and supplemental materials in accordance with the Applicable Public Company Rules at least twenty-one days prior to any annual general meeting (or at least | In order to conform to the needs of amendments to related laws. |
| After revision | Before revision | Reasons |
|---|---|---|
| days prior to any extraordinary general meeting), send to or make it available for the Members and transmitted the same to the Market Observation Post System. | fifteen days prior to any extraordinary general meeting), send to or make it available for the Members and transmitted the same to the Market Observation Post System. If, however, the Company has the paid-in capital of NT$2-billion or more as of the last day of the most-current fiscal year, or the total shareholding of foreign investors and the Mainland Area-Investors reaches 30% or more as recorded in the Register of Members of the general-meeting held in the immediately preceding-year, transmission of these electronic-documents shall be made by at least thirty-days before the annual general meeting. |
21
Attachment V
GEM Service, Inc.
Comparison Table for GEM's "Rules of Procedure for Shareholders Meetings"
| After revision | Before revision | Reasons |
|---|---|---|
| 3. | ||
| (Omitted) |
GEM 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, 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. GEM shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 30 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In additions, before 15 days before the date of the shareholders meeting, GEM shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at GEM and the professional shareholder services agent designated thereby. | 3.
(Omitted)
GEM 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, 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. GEM 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. If, however, GEM has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders—reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In | In order to conform to the needs of amendments to related laws. |
| After revision | Before revision | Reasons |
|---|---|---|
| (Omitted) | additions, before 15 days before the date of the shareholders meeting, GEM shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at GEM and the professional shareholder services agent designated thereby. |
(Omitted) | |
| 13.
(Omitted)
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of GEM.
If the shareholders’ meeting includes a proposal for the election of directors with more candidates than seats to be filled, a proposal for the dismissal of directors, or proposals under Articles 185 and 316 of the Company Act or Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, it is advisable for the chair to designate lawyers, accountants, or notaries as inspectors.
Persons designated by the chair under the preceding paragraph may not be responsible for matters related to the voting procedure, nor may they serve as directors, managers, or employees of GEM or its affiliated enterprises. | 13.
(Omitted)
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of GEM.
(Omitted) | In order to conform to the needs of amendments to related laws. |
23
| After revision | Before revision | Reasons |
|---|---|---|
| Inspectors shall supervise the voting and ballot counting process, and sign the election result tally sheet. | ||
| If inspectors are designated pursuant to Paragraph 8, the minutes of the shareholders’ meeting shall record the names and titles of the inspectors. | ||
| (Omitted) |
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Attachment VI
GEM Service, Inc.
Comparison Table for GEM's "Guidelines and Procedures for Acquisitions and Dispositions of Assets"
| After revision | Before revision | Reasons |
|---|---|---|
| Article 15. Public Disclosure of Information | ||
| 1. Under any of the following circumstances, GEM acquiring or disposing of assets shall publicly announce and report the relevant information on the competent authority designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: | ||
| 1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of GEM's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds of Republic of China or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises in Republic of China. | ||
| 2) Merger, demerger, acquisition, or | Article 15. Public Disclosure of Information | |
| 1. Under any of the following circumstances, GEM acquiring or disposing of assets shall publicly announce and report the relevant information on the competent authority designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: | ||
| 1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of GEM's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds of Republic of China or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises in Republic of China. | ||
| 2) Merger, demerger, acquisition, or | In order to conform to the needs of amendments to related laws. |
| After revision | Before revision | Reasons |
|---|---|---|
| transfer of shares. | transfer of shares. | |
| 3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by GEM. | 3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by GEM. | |
| 4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: | 4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: | |
| A. When GEM's paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | A. When GEM's paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | |
| B. When GEM's paid-in capital is NT$10 billion or more but less than NT$50, the transaction amount reaches NT$1 billion or more. | B. When GEM's paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | |
| C. For GEM's paid-in capital is NT$50 billion, the transaction amount reaches 5 percent or more of paid-in capital. | 5) Acquisition or disposal by GEM in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million; among such cases, if GEM has paid-in capital of NT$10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the | |
| 5) Acquisition or disposal by GEM in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million; among such cases, if GEM has paid-in capital of NT$10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the |
| After revision | Before revision | Reasons |
|---|---|---|
| capital of NT$10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more. | transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more. | |
| 6) Where land is acquired under an arrangement on engaging others to build on GEM's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount GEM expects to invest in the transaction reaches NT$500 million. | 6) Where land is acquired under an arrangement on engaging others to build on GEM's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount GEM expects to invest in the transaction reaches NT$500 million. | |
| 7) In the case of GEM with paid-in capital reaching NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 8, and where furthermore the transaction | 7) Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: | |
| A. Trading of domestic government bonds of Republic of China or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. | ||
| B. Where done by professional |
27
| After revision | Before revision | Reasons |
|---|---|---|
| counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital. | ||
| 8) Where an asset transaction other than any of those referred to in the preceding seven subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: | ||
| A. Trading of domestic government bonds of Republic of China or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. | ||
| B. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes. | investors—securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes. | |
| C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises in Republic of China. | ||
| (Omitted) |
28
| After revision | Before revision | Reasons |
|---|---|---|
| C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises in Republic of China. |
(Omitted) | | |
| Article 17. The amount of total assets and paid-in capital is required
1. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
2. In the case of GEM whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for the calculation of transaction amounts of 5 percent of paid-in capital under these Regulations, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 | Article 17. The amount of total assets and paid-in capital is required
1. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
2. In the case of GEM whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted. | In order to conform to the needs of amendments to related laws. |
29
| After revision | Before revision | Reasons |
|---|---|---|
| billion of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$50 billion, NT$100 billion of equity attributable to owners of the parent shall be substituted. |
30