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GEMTEK — AGM Information 2026
Apr 24, 2026
52434_rns_2026-04-24_04e210aa-03e0-4f1e-886b-1470dcab659b.pdf
AGM Information
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Stock Code: 4906
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Gemtek Technology Co., Ltd.
2026 Annual Shareholders’ Meeting Handbook
Date: May 25, 2026 (Physical meeting) Place: Chung Hwa Park Recreation Center Conference Room (located at No.79, Ln. 1, Dazhi Rd., Hukou Township, Hsinchu County, Taiwan R.O.C.)
Table of Contents
Procedures for the 2026 Annual Meeting of Shareholders ............................................................ 3 2026 Annual Shareholders’ Meeting Agenda .................................................................................. 4 I. Report Items ............................................................................................................................ 5 II. Matters for Ratification ........................................................................................................ 6 III. Matters for Discussion ......................................................................................................... 6 V. Other Proposals ..................................................................................................................... 7 VI. Extemporary Motions.......................................................................................................... 7 VII. Adjournment ....................................................................................................................... 7 Attachments ........................................................................................................................................ 8 Attachment A. 2025 Business Report ...................................................................................... 8 (1) Foreword ............................................................................................................................... 8 (2) 2025 Business Report.......................................................................................................... 11 (3) 2026 Operating Guidelines ................................................................................................ 12 (4) Conclusion ........................................................................................................................... 13 Attachment B. 2025 Audit Committee’s Review Report ...................................................... 14 Attachment C. Auditors’ Review Report ............................................................................... 15 Attachment D. 2025 Earnings Distribution Table .................................................................. 36 Attachment E. Report on Convertible Bonds ........................................................................ 37 Attachment F. Notes on Shareholder Proposals ................................................................... 38 Attachment G. Amendments to the Articles of Incorporation ............................................. 39 Attachment H List of Director Candidates ............................................................................. 41 Attachment I .............................................................................................................................. 42 Information on the Lifting of Non-Compete Restrictions for Newly Appointed Directors and Independent Directors .............................................................................................................. 42 Appendix ........................................................................................................................................... 43 Appendix 1. Articles of Incorporation .................................................................................... 43
Appendix 2. Rules and Procedures of Shareholder’s Meeting ............................................. 49 Appendix 3. Procedures for Election of Directors ................................................................. 51 Appendix 4. Shareholdings of the Board of Directors ........................................................... 54
Gemtek Technology Co., Ltd.
Procedures for the 2026 Annual Meeting of Shareholders
I. Call the Meeting to Order II. Chairperson Takes Chair III. Chairperson’s Address IV. Report Items V. Matters for Ratification VI. Matters for Discussion VII. Election Matters VIII. Other Proposals IX. Extemporary Motions X. Adjournment
Gemtek Technology Co., Ltd. 2026 Annual Shareholders’ Meeting Agenda
Time: 9:00 a.m. on Monday, May 25, 2026 Place: Chung Hwa Park Recreation Center Conference Room (located at No.79, Ln. 1, Dazhi Rd., Hukou Township, Hsinchu County, Taiwan R.O.C.)
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I. Call the Meeting to Order.
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II. Chairperson’s Address
III. Report Items
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a. 2025 Business Report.
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b. Audit Committee’s 2025 Review Report
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c. Report on the distribution of 2025 employees’ compensation and remuneration of directors.
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d. Report on the distribution of 2025 earnings and cash dividends.
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e. Report on the status of convertible bonds.
IV. Matters for Ratification
- a. Adoption of the 2025 Business Report and Financial Statements.
V. Matters for Discussion
- a. Amendments to the Company's “Articles of Incorporation”.
VI. Election Matters
- a. By-election of Directors (Including Independent Directors).
VII. Other Proposals
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a. Proposal to lift the non-compete restrictions on newly appointed directors.
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VIII.Extemporary Motions
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IX. Adjournment
I. Report Items
Report Item No. 1
2025 Business Reports
Explanation:
The 2025 Business Report is attached herewith as Attachment [A].
Report Item No. 2
Audit Committee’s Review Report on the 2025 Financial Statements
Explanation:
The 2025 Audit Committee’s Review Report is attached herewith as Attachment [B].
Report Item No. 3
Report on the distribution of 2025 employees’ compensation and remuneration of directors.
Explanation
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(1) In accordance with Article 235-1 of the Company Act and Article 20 of the Articles of Incorporation, the Company shall, after deducting employee bonuses and directors' remuneration from the current year's pre-tax profits, allocate 13.5% for employee profit-sharing bonuses and 1.8% for directors' remuneration.
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(2) Due to a loss incurred in the 2025 fiscal year, it is proposed that no employees' compensation (including compensation for entry-level employees) or directors' remuneration shall be distributed.
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(3) Pursuant to the provisions of Letter No. 11454001070 issued by the Ministry of Economic Affairs, the scope of entry-level employees remains unchanged, except for the "fixed amount" which shall be adjusted in accordance with the law.
Report Item No. 4
Report on the distribution of 2025 earnings and cash dividends.
Explanation
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(1) Pursuant to Article 21-1 of the Company's Articles of Incorporation, the Board of Directors is authorized to resolve the distribution of earnings in the form of cash and subsequently report such distribution to the Shareholders' Meeting.
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(2) The cash dividend to shareholders for the 2025 fiscal year is NT$213,797,056, with a distribution of NT$0.5 per share. The amount will be calculated down to the nearest whole New Taiwan Dollar; any fractional amounts less than NT$1 resulting from the distribution shall be transferred to the Employee Welfare Committee.
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(3) Regarding this earnings distribution proposal, the Chairperson is authorized to determine the record date. Should there be any subsequent changes in the number of outstanding shares,
leading to a change in the dividend payout ratio that requires adjustment, it is proposed that the Chairman be fully authorized to handle all related matters.
- (4) 2025 Earnings Distribution Table is attached herewith as Attachment [D].
Report Item No. 5
Report on the status of convertible bonds
Explanation
The Convertible Bonds Report is attached herewith as Attachment [E].
II. Matters for Ratification
Matter for Ratification No. 1 Proposed by the Board
Adoption of the 2025 Business Report and Financial Statements.
Explanation:
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(1) The 2025 Business Report and Financial Statements have been duly approved by the Board of Directors. The Financial Statements were audited by Deloitte & Touche, and together with the Business Report, have been submitted to the Audit Committee for review, for which a written Audit Committee’s Review Report has been issued.
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(2) The 2025 Business Report, Independent Auditors’ Review Report, Financial Statements, and Earnings Distribution Table are attached herewith as Attachment [A&D].
Resolution:
III. Matters for Discussion
Matter for Discussionl No. 1 Proposed by the Board
To discuss the proposed amendments to the Company’s Articles of Incorporation.
Explanation :
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(1) To accommodate the future development of the Company, it is proposed to amend certain articles of the Company's Articles of Incorporation.
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(2) A Comparison Table of Amended Articles for the Articles of Incorporation is attached herewith as Attachment [G].
Resolution:
IV. Election Matters
Proposal No. 1 Proposed by the Board
To conduct the By-election of Directors (Including Independent Directors)
Explanation:
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(1) Pursuant to Article 13 of the Company's Articles of Incorporation, the election of directors shall be conducted via a candidate nomination system in accordance with Article 192-1 of the Company Act. This by-election is for one Director position and one Independent Director position, with a term of office commencing from May 25, 2026, to May 27, 2028.
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(2) The qualifications and profiles of the nominated candidates were reviewed and approved by the Board of Directors on March 9, 2026. For detailed information regarding the candidates, please refer to Attachment [H]
Election Results
V. Other Proposals
Proposal No. 1 Proposed by the Board
Discuss matters on lifting the non-compete restrictions for the Company’s newly appointed directors.
Explanation:
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(1) Pursuant to Article 209 of the Company Act, if a director intends to engage in any activity for their own benefit or on behalf of others that falls within the scope of the Company’s business, they must explain the essential purpose of such actions and obtain approval from the shareholders at a Shareholders' Meeting.
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(2) It is proposed that the Shareholders' Meeting resolve to grant a waiver of the non-compete restrictions for the newly appointed directors. This waiver is necessary to support the Company’s business expansion through diversified development strategies and to leverage the professional expertise of experienced directors.
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(3) For further details regarding the non-compete restrictions of directors and independent directors, please refer to Attachment [I]).
VI. Extemporary Motions
VII. Adjournment
Attachment A. 2025 Business Report
Attachments
Gemtek Technology Co., Ltd. 2025 Business Report
(Translation)
(1) Foreword
Since its founding in 1988, Gemtek Technology has remained committed to its mission of "Creating a Wireless Life, Inspiring Unlimited Innovation." Guided by the "4A" vision—Wireless broadband, Anytime, Anywhere, Anycontent, Affordable—the company has dedicated itself to innovation and research in network communications technologies. In response to rapid technological advancements and shifting global dynamics, Gemtek has actively pursued business transformation. Not only are we continuing to advance our direct business model within the telecommunications industry, but we have also expanded into emerging sectors such as Data Centers, Optical Communications, and Artificial Intelligence. In 2025, the Company implemented measures including production capacity relocation, smart manufacturing, and sustainable operations to comprehensively enhance corporate resilience and solidify our competitive edge in the global networking and communications industry.
In the telecommunications sector, the Company began a strategic transformation in the second half of 2023, shifting from an indirect business model to a more direct approach. By engaging directly with end-brand customers, we’ve gained greater control over the value chain and improved our profitability, as reflected in steadily rising gross margins. In addition to strengthening our presence across North America, Europe, and Asia, Gemtek entered the Indian market in 2025 by directly supplying Wi-Fi millimeter-wave (mmWave) Fixed Wireless Access (FWA) equipment, demonstrating our strong R&D capabilities in customized solutions. That same year, we also became one of the first suppliers worldwide to receive official certification for the prplWare carrier-grade network management platform, reinforcing our leadership in broadband technology. Meanwhile, our software applications, which we’ve actively promoted in recent years, have surpassed one million users in North America. Looking ahead, we will continue integrating advanced technologies such as XGS-PON and Wi-Fi 7 to maximize product value and deliver differentiated, all-encompassing solutions for the telecommunications industry.
Building on its strong foundation in telecommunications, Gemtek launched a major strategic expansion into the data center market in 2025. As generative AI and high-performance computing continue to accelerate, global data traffic is undergoing an unprecedented structural shift, driving massive investments in network infrastructure by global technology giants. Amid the growing trend toward supply chain diversification, Gemtek leverages the inhernet resilience and agility of Taiwan-based manufacturing. In 2025, we expanded capacity at our Hukou facility, introduced advanced optical communication manufacturing processes, and launched new product lines such as 400G and 800G high-speed optical modules. Through close collaboration with global strategic partners, we are accelerating our entry into this new business domain to deploy high-speed, high-bandwidth, low-latency optical transmission networks.
As innovations such as artificial intelligence (AI), the Internet of Things (IoT), and smart manufacturing continue to take hold, computing demand is rapidly expanding beyond centralized cloud data centers to telecom edge networks and end devices. Consequently, we can already foresee that computing power will be increasingly integrated across every node in the network. To help enable a more connected and intelligent AI-driven future, Gemtek has been actively advancing its AI initiatives in recent years. This includes the development of the MoAI router, which features built-in computing capabilities, along with Dr. AI digital healthcare applications. In 2025, these innovations were honored with the Best Choice Award at COMPUTEX Taipei. To further drive intelligent enablement, Gemtek has also introduced its Edge AI Box and System-on-Module (SoM) solutions, bringing high-performance computing power to a wide range of application scenarios and helping build a more forward-looking, AI-integrated ecosystem.
Beyond advancing product intelligence, Gemtek is also driving the digital transformation of its manufacturing processes. In response to global labor shortages and inflationary pressures, the Company has been actively increasing automation across its facilities while implementing AI-driven systems such as smart warehousing and visual inspection to ensure production resilience and consistent quality. To address geopolitical risks, Gemtek began proactively diversifying its global manufacturing footprint as early as 2018, establishing production facilities in Vietnam ahead of industry trends. By the end of 2025, its three major sites in Vietnam had become the Company’s primary production hubs, accounting for approximately 80% to 90% of total output. This not only helps mitigate risks from trade tensions but also leverages local labor advantages to enhance cost competitiveness, providing a strong foundation for global market expansion.
While pursuing operational excellence, Gemtek remains committed to the highest standards of corporate governance. The Company has progressively obtained internationally recognized
certifications, including ISO 14001 (Environmental Management), ISO 45001 (Occupational Health and Safety Management), ISO 14064-1 (Greenhouse Gas Inventory), and ISO 50001 (Energy Management), underscoring its dedicated efforts to minimize environmental impact and enhance workplace safety. In December 2025, Gemtek was awarded the EcoVadis Gold Medal for the first time, placing its overall sustainability performance among the top 5% of companies evaluated worldwide. In addition to continuously strengthening its initiatives in environmental management and labor and human rights, the Company has made significant strides this year in enhancing its frameworks and execution regarding business ethics and sustainable procurement.
Gemtek places the highest emphasis on business ethics and integrity. Over the years, the Company has established a robust governance framework supported by the Board of Directors and senior management. By the end of 2024, our Taiwan headquarters successfully obtained third-party certification for the ISO 37001 Anti-Bribery Management System, with related policies and control mechanisms now being progressively extended to our overseas production sites. To further strengthen sustainable supply chain management, Gemtek formally adopted the ISO 20400 Sustainable Procurement Guidance in 2025, reinforcing oversight across policy development, system implementation, management practices, and supplier due diligence. The Company also convenes regular supplier conferences to collaborate with partners in building a resilient and responsible supply chain. As the Group’s information security management hub, the Taiwan headquarters has maintained ISO 27001 certification since 2010. In 2024, it completed the transition to the 2022 version and renewed its third-party certification. By 2025, our Vietnam operations also achieved certification following full implementation. These collective efforts continue to fortify cross-site information security and enhance overall operational resilience.
Corporate sustainability has transitioned from a commitment to an urgent priority. Gemtek has established clear objectives across three key ESG pillars: advancing environmental sustainability, building strong partnerships, and strengthening corporate governance. By doing so, we are embedding these values deeply into our corporate culture. Looking ahead, Gemtek will continue to leverage its technological expertise to spearhead the next generation of networking and communications. We remain closely aligned with global trends and dedicated to advancing sustainable operations. Through these concerted efforts, the Company aims to exceed the expectations of society and our stakeholders while simultaneously maximizing corporate value and long-term shareholder returns
(2) 2025 Business Report
1. Business Results
For the 2025 fiscal year, the total consolidated operating revenue was NT$16,493,485 thousand, while consolidated operating costs and expenses totaled NT$16,433,507 thousand. Consolidated non-operating income amounted to NT$181,383 thousand, and consolidated non-operating expenses were NT$313,646 thousand. The net loss before tax was NT$72,285 thousand, and income tax expense was NT$33,569 thousand. Consequently, the consolidated net loss after tax for the year was NT$105,854 thousand, resulting in a loss per share (after tax) of NT$0.23.
2. Financial Status and Profitability
The Company has consistently adhered to the principle of conservatism in its financial operations, formulating timely strategies for the deployment of both short-term and long-term funds. In 2025, the current ratio stood at 170.55%, while the debt ratio was 38.03%, reflecting a sound and stable financial structure.
3. Research and Development
2025 R&D Achievements
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(1) AI Router and Box for Edge Computing Gateway
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(2) Optical MDU with multiplexing WAN accesses (XGSPON/10Geth/SFP+ Auto selection)
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(3) Advanced Fixed Broadband Platform based on DOCSIS 3.1/4.0
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(4) Carrier grade Software Platform development based on RDK-B and prplOS
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(5) 5GNR R17 and RedCap Client Module and SDK development
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(6) High power 5G NR Small Cell System development
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(7) High performance WiFi 7 AP Platform development
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(8) 25GS PON SFU and HGU development
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(9) Standalone Security Router / Security WiFi Mesh Router development
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(10) Cloud based intelligent unified management system with client security protection, Mesh optimization, App Orchestrator
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(11) Cost effective mmWave point to multipoint system based on WiFi protocols development
(3) 2026 Operating Guidelines
1. Marketing Strategy
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(1) Business model transformation: Increase the share of direct supply to telecom operators while maintaining strong relationships with existing partners.
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(2) Diversified expansion: Enter data center, optical communications, and artificial intelligence sectors to drive new growth engines.
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(3) Hardware-software integration: Provide comprehensive, customized solutions and build a cloud ecosystem to enhance user experience.
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(4) Advanced technology iteration: Stay ahead in high-end networking technologies and leverage R&D strengths to increase product value-added.
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(5) Global localization strategy: Establish overseas bases to provide localized services, deepen presence in core markets in Europe and the U.S., and actively expand into emerging markets.
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(6) Strengthening brand influence: Enhance international brand image and promote high-quality services aligned with global standards.
2. Production Policy
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(1) Smart manufacturing processes: Integrate automation equipment and intelligent warehouse systems, implement AI-based production monitoring, improve manufacturing quality, and optimize workforce efficiency.
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(2) Precise capacity allocation: Flexibly adjust capital expenditures based on industry trends and strategically invest in advanced manufacturing processes.
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(3) Optimized global footprint: Dynamically coordinate global production sites to enhance manufacturing resilience and reduce geopolitical risks.
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(4) Maximized production efficiency: Strengthen process control and improve capacity utilization rates.
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(5) Quality management in practice: Develop low-pollution, low-cost green products and implement net-zero principles.
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(6) Building a resilient supply chain: Carefully select suppliers that balance cost efficiency with sustainability principles, maintain real-time visibility of key component supply and demand, and ensure cost competitiveness and stable profitability.
3. Business Development
Gemtek has long been committed to the advancement of wireless communications technology. The Company’s business development focuses on the following core operations:
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(1) Wireless broadband business: Wi-Fi access points/routers and other telecom-grade and enterprise networking products, as well as fixed wireless access equipment based on LTE/5G/mmWave technologies, small cell base stations, and modules for telecom infrastructure.
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(2) Fixed broadband access equipment business: Telecom integrated products, including Passive Optical Network (PON), Ethernet, Coaxial cable, and xDSL technologies, as well as optical communication products such as optical modules.
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(3) Data center business: High-speed optical transceivers and optical communication networking equipment.
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(4) Smart IoT business: Communication modules such as Wi-Fi, Bluetooth, and LoRa, as well as system-on-module (SoM) solutions for AI-enabled edge computing devices.
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(5) Cloud software integration services.
(4) Conclusion
The management team would like to express its sincere gratitude to all shareholders for their continued support, and looks forward to your continued encouragement and valuable guidance in the coming year.
Chairman: Hong-wen Chen
General Manager: Rong-chang Li
Accounting Supervisor: Zhi-hong Lin
Attachment B. 2025 Audit Committee’s Review Report
Gemtek Technology Co., Ltd. 2025 Audit Committee’s Review Report (Translation)
To Shareholders of Gemtek Technology Co., Ltd.,
The Board of Directors is responsible for the preparation and issuance of the Company’s 2025 Business Report and Financial Statements.
The Business Report and Financial Statements have been reviewed and verified for accuracy by the Audit Committee of Gemtek Technology Co., Ltd. In accordance with the relevant provisions of the Securities and Exchange Act and the Company Act, we hereby respectfully submit this report.
Gemtek Technology Co., Ltd.
Chairman of the Audit Commitee: Zhu-san Wang
Date: March 9, 2026
Attachment C. Auditors’ Review Report
Auditor’s Review Report
(Translation)
To Gemtek Technology Co., Ltd.,
Opinion
We have audited the accompanying individual financial statements of Gemtek Technology Co., Ltd. (the “Company”), which comprise the individual balance sheets as of December 31, 2025 and 2024, and the individual statements of comprehensive income, changes in equity, and cash flows for the years then ended, as well as the notes to the individual financial statements, including a summary of significant accounting policies (collectively referred to as the “individual financial statements”).
In our opinion, the accompanying individual financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for 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 Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual 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 individual financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We hereby summarize the Key Audit Matters of the 2025 Individual Financial Statements of the Company as follows:
Revenue Recognition from Specific Customers
Gemtek Technology Co., Ltd. (the “Company”) is primarily engaged in the research, development, manufacturing, and sale of wireless local area network (WLAN) products. During our analytical procedures on the Company’s sales revenue for the year ended December 31, 2025, we noted an overall decline in demand within the networking communications market. Consequently, revenue from certain major customers has become significant, and their share of total revenue has increased compared with fiscal year 2024. This shift has had a material impact on the Company’s standalone financial statements for the current year. It gives rise to a potential risk that the revenue recognized may not fully comply with the recognition criteria under International Financial Reporting Standards (IFRS). Accordingly, we have identified revenue recognition from these specific customers as a key audit matter. For further details regarding the Company’s accounting policies and related disclosures, please refer to Notes 4 and 21 of the financial statements.
Main Audit Procedures conducted by the CPA are as follows:
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Assess the quality of composition and implementation of the Company’s Internal Control Policy that are related to sales income conjointly with the Company’s Sales Revenue Recognition Policy.
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Conduct inspections on selected materials acquired from income reports that are related to sales transactions and receivables, etc. to verify whether the origins of the operating income are documented truthfully.
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Verify whether the Company has received any substantial sales return or discounts after the transaction.
Duties and Responsibilities of Management and Corporate Governance for the Individual Financial Statements
Management is responsible for the preparation and fair presentation of the individual 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 individual financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual 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 committees, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Individual Financial Statements
Our objectives are to obtain reasonable assurance about whether the individual 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 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 individual financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the individual financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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 individual 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.
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Evaluate the overall presentation, structure and content of the individual financial statements, including the disclosures, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the individual 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 individual 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.
Deloitte & Touche Taiwan Deloitte & Touche Taiwan Certified Public Accountant Certified Public Accountant Han-ni Fang Jing-ting Yang
Financial Supervisory Commission Securities and Futures Commission Approved Document Number: Approved Document Number: 1090347472 6-0930128050
Date: March 10, 2026
Gemtek Technology Co., Ltd.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code 1100 1110 1136 1170 1180 1200 1210 130X 1470 11XX 1510 1517 1535 1550 1600 1755 1840 1990 15XX 1XXX Code 2100 2130 2170 2180 2219 2220 2230 2280 2321 2399 21XX 2570 2580 2670 25XX 2XXX 3110 3140 3100 3200 3310 3320 3350 3300 3490 3XXX |
ASSET CURRENT ASSETS Cash and cash equivalents (note 4 and 6) Financial assets at fair value through profit or loss - current (note 4 and 7) Financial assets at amortized cost – current(note 4 and 9) Accounts receivable, net (note 4, 10 and 21) Accounts receivable from related parties (note 4, 21 and 28) Other receivables Other receivables from related parties (note 4 and 28) Inventories (note 4 and 11) Other current assets (note 4, 15 and 28) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss – non-current (note 4 and 7) Financial assets at fair value through other comprehensiveincome - non-current (note 4 and 8) Financial assets at amortized cost - non-current(note 4, 9 and 29) Investments accounted for using equity method (note 4, 12 and 18) Property, plant and equipment(note 4, 13 and 28) Right-of-use assets(note 4 and 14) Deferred tax assets(note 4 and 23) Other non-current assets(note 4, 15 and 19) Total non-current assets Total assets LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (note 16) Contract liabilities (note 4 and 21) Accounts payable Accounts payable to related parties (note 28) Other payables (note 18) Other payables to related parties (note 28) Current tax liabilities (note 4 and 23) Lease liabilities - current (note 4 and 14) Bonds payable _current portion (note 4 and 17) Other current liabilities (note 18) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (note 4 and 23) Lease liabilities- non-current(note 4 and 14) Other non-current liabilities (note 18) Total non-current liabilities Total liabilities EQUITY (note 4, 20 and 25) Share capital Ordinary shares Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity Total liabilities and equity |
December 31, 2025 | December 31, 2025 | December 31, 2024 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 2,522,037 - 35,000 2,612,533 1,251,302 10,228 28,623 426,161 28,162 6,914,046 184,491 535,125 20,000 7,096,607 1,526,413 1,591 35,867 272,374 9,672,468 $ 16,586,514 $ 942,900 259,691 2,227,451 88,341 519,451 2,234 68,220 1,607 639,055 82,728 4,831,678 331,703 31 12,188 343,922 5,175,600 4,275,941 - 4,275,941 5,752,423 1,121,928 195,638 789,306 2,106,872 724,322) 11,410,914 $ 16,586,514 |
% 15 - - 16 8 - - 3 - 42 1 3 - 43 9 - - 2 58 100 6 2 13 1 3 - - - 4 - 29 2 - - 2 31 26 - 26 35 7 1 5 13 5) 69 100 |
Amount $ 3,627,423 516 20,000 5,729,602 284,060 20,867 18,359 270,436 91,000 10,062,263 - 530,237 20,000 8,125,901 1,312,019 2,770 31,614 186,229 10,208,770 $ 20,271,033 $ - 332,848 2,645,391 1,891,918 581,793 922,607 47,386 1,885 626,279 82,617 7,132,724 396,734 925 7,299 404,958 7,537,682 4,277,007 1,879 4,278,886 5,757,129 1,054,650 195,638 1,597,425 2,847,713 150,377) 12,733,351 $ 20,271,033 |
% | ||||||||
( |
( |
( |
( |
18 - - 28 2 - - 1 1 50 - 3 - 40 6 - - 1 50 100 - 2 13 9 3 5 - - 3 - 35 2 - - 2 37 21 - 21 29 5 1 8 14 1) 63 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin
Gemtek Technology 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 Earning Per Share)
| Code 4000 Operating revenue(note 4, 21 and 28) 5000 Operating costs(note 11, 19, 22 and 28) 5900 Gross profit Operating expenses 6100 (note 10, 19, 22 and 28) Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gains 6000 Total operating expenses 6900 Profit from operations Non-operating income and expenses 7100 Interest income (note 22) 7010 Other income (note 22 and 28) 7020 Other gains and losses (note 22 and 28) 7050 Finance costs (note 22) 7070 Share of profit of subsidiaries and associates (note 4 and 12) 7000 Total non-operating income and expenses 7900 Profit (loss) before income tax 7950 Income tax(note 4 and 23) 8200 Net profit (loss) for the year |
2025 | % 100 (88) 12 ( 2 ) ( 2 ) ( 6 ) - (10) 2 - - - - ( 2) ( 2) - - - |
2024 | ||
|---|---|---|---|---|---|
| AMOUNT | |||||
| $ 16,042,229 (14,083,357) 1,958,872 ( 429,088 ) ( 300,794 ) ( 970,835 ) 1,461 ( 1,699,256) 259,616 44,327 22,374 1,384 ( 14,202 ) ( 395,255) ( 341,372) ( 81,756 ) ( 26,575) ( 108,331) |
Code Other comprehensive income(loss) 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit plans (note 19) 8316 Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive income (losses) of subsidiaries and associates 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of the financial statements of foreign operations 8370 Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method 8399 Income tax related to items that will be reclassified subsequently to profit or loss 8300 Other comprehensive income (loss), net 8500 Total comprehensive income (loss) Earnings (losses) per share(note 24) 9750 Basic earnings (loss) per share 9850 Diluted earnings per share |
2025 | % | 2024 | % - ( 1 ) ( 4 ) 1 - - ( 4) ( 1) |
|---|---|---|---|---|
| AMOUNT | AMOUNT $ 5,152 ( 248,832 ) ( 864,917 ) 319,945 ( 121 ) ( 63,965) ( 852,738) ($ 205,465) $ 1.56 $ 1.46 |
|||
$ 9,174 ( 74,480 ) ( 355,243 ) ( 225,027 ) ( 547 ) 45,115 ( 601,008) ($ 709,339) ($ 0.25) |
- ( 1 ) ( 2 ) ( 1 ) - - ( 4) ( 4) |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin
Gemtek Technology 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)
| Code A1 BALANCE AT JANUARY 1, 2024 Appropriation of 2023 earnings B1 Legal reserve B5 Cash dividends to shareholders Subtotal D1 Net profit for the year ended December 31, 2024 D3 Other comprehensive income (loss) for the year ended December 31, 2024 D5 Total comprehensive income (loss) for the year ended December 31, 2024 M7 From share of changes in equity of subsidiaries C7 From share of changes in equity of associates accounted for using equity method I1 Conversion of corporate bonds into ordinary shares T1 Share-based payment expenses – employee restricted shares N1 Employee restricted shares retired Q1 Disposal of investments in equityinstruments at fair value through other comprehensive income Z1 BALANCE AT DECEMBER 31, 2024 Appropriation of 2024 earnings B1 Legal reserve B5 Cash dividends to shareholders Subtotal D1 Net loss for the year ended December 31, 2025 D3 Other comprehensive income (loss) for the year ended December 31, 2025 D5 Total comprehensive income (loss) for the year ended December 31, 2025 C7 From share of changes in equity of associates accounted for using equity method I1 Conversion of corporate bonds into ordinary shares T1 Share-based payment expenses – employee restricted sahres N1 Employee restricted shares retired Z1 BALANCE AT DECEMBER 31, 2025 |
S | hare | Capital(note 17 and 20) | Capital(note 17 and 20) | Capital Collected in Advance $ 54,846 - - - - - - - - 52,967) - - - 1,879 - - - - - - - 1,879) - - $ - |
Capital Surplus (note 12 and 20) |
R | etai | ned Earnings(note 20) | Unappropriated Earnings $ 1,591,682 51,464 ) 615,576) 667,040) 647,273 5,347 652,620 - 9,662) - - - 29,825 1,597,425 67,278 ) 641,833) 709,111) 108,331 ) 9,323 99,008) - - - - $ 789,306 |
Other Equity (Note4,20 | Other Equity (Note4,20 | and25) | Subtotal $ 663,200 - - - - 858,085) 858,085) - 9,662 - 59,166 5,505 29,825) 150,377) - - - - 610,331) 610,331) - - 27,211 9,175 $ 724,322) |
Total equity |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translation of Financial Statements of Foreign Operations ($ 428,972) - - - - 255,859 255,859 - - - - - - ( 173,113 ) - - - - ( 180,459) ( 180,459) - - - - ($ 353,572) |
Unrealized Gains (Losses) on Financial Assets at Fair Value Through Other ComprehensiveIncome $ 1,196,667 - - - - ( 1,113,944) ( 1,113,944) - 9,662 - - - ( 29,825) 62,560 - - - - ( 429,872) ( 429,872) - - - - ($ 367,312) |
U | nearned Employee Compensation $ 104,495) - - - - - - - - - 59,166 5,505 - 39,824) - - - - - - - - 27,211 9,175 $ 3,438) |
|||||||||||||||||||
| Shares (in Thousands) 400,121 - - - - - - - - 27,756 - ( 177) - 427,700 - - - - - - - 188 - ( 294) 427,594 |
Amount $ 4,001,211 - - - - - - - - 277,563 - 1,767) - 4,277,007 - - - - - - - 1,879 - 2,945) $ 2,475,941 |
Legal Reserve $ 1,003,186 51,464 - 51,464 - - - - - - - - - 1,054,650 67,278 - 67,278 - - - - - - - $ 1,121,928 |
Special Reserve $ 195,638 - - - - - - - - - - - - 195,638 - - - - - - - - - - $ 195,638 |
|||||||||||||||||||
( ( |
( ( |
( ( |
( ( |
$ 5,329,633 - - - - - - 282 36,417 394,535 - 3,738) - 5,757,129 - - - - - - 1,524 - - 6,230) $ 5,752,423 |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( |
( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
$ 12,839,396 - 615,576) 615,576) 647,273 852,738) 205,465) 282 36,417 619,131 59,166 - - 12,733,351 - 641,833) 641,833) 108,331 ) 601,008) 709,339) 1,524 - 27,211 - $ 11,410,914 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin
Gemtek Technology Co., Ltd. PARENT COMPANY ONLY CASH FLOW STATEMENT
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Income (loss) before income tax A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit gain (losses)recognized on eceivables A20400 Loss (gain) on financial assets and financial liabilities at fair value through profit or loss, net A20900 Finance cost A21200 Interest income A21300 Dividend income A21900 Share-based payment expenses A22400 Share of profit of subsidiaries and associates A22500 Gain on disposal of property, plant and equipment A23100 Gain on disposal of investments A23700 Inventory write-down (gain on reversal) A24100 Unrealized gain on foreign exchange A29900 Others A30000 Net changes in operating assets and liabilities A31115 Financial assets at fair value through profit or loss A31150 Accounts receivable A31160 Accounts receivable from related parties A31180 Other receivables A31200 Inventories A31240 Other current assets A31990 Net defined benefit assets A32125 Contract liabilities A32150 Accounts payable A32160 Accounts payable to related parties A32180 Other payables A32190 Other payables to related parties A32230 Other current liabilities A33000 Cash generated from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities |
2025 ( $ 81,756 ) 117,555 126,786 ( 1,461 ) ( 19,378 ) 14,202 ( 44,327 ) ( 622 ) 27,211 395,255 ( 578 ) ( 39 ) 1,260 ( 82,828 ) 428 15,541 3,181,060 ( 888,485 ) ( 706 ) ( 156,985 ) 62,977 ( 2,345 ) ( 82,364 ) ( 454,358 ) ( $ 1,815,196 ) ( 63,046 ) ( 2,393 ) ( 979) 244,429 45,408 622 ( 986 ) ( 29,910) 259,563 |
2024 |
|---|---|---|
| $ 770,478 117,721 89,288 1,446 2,483 81,912 ( 44,470 ) ( 1,084 ) 59,166 ( 380,433 ) ( 2,596 ) - ( 16,626 ) ( 51,223 ) - ( 4,805 ) 788,797 797,733 12,477 19,120 ( 41,217 ) ( 2,067 ) ( 61,689 ) 837,299 ( $ 972,260 ) 23,834 ( 1,045 ) 24,332 2,046,571 43,861 1,084 ( 64,908 ) ( 77,483) 1,949,125 (Continued) |
| Code CASH FLOWS FROM INVESTING ACTIVITIES B00010 Acquisition of financial assets at fair value through other comprehensiveincome B00020 Proceeds from disposalof financial assets at fair value through other comprehensiveincome B00040 Acquisition of financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B01800 Acquisition of long-term equity investments accounted for using equity method B02000 Increase in prepayments for long-term investments B02400 Return of capital from investees accounted for using equity method B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (increase) in refundable deposits B06700 Increase in other non-current assets B07100 Increase in prepayments for equipment B07600 Dividends received from subsidiaries B09900 Dividends received from associates BBBB Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase (decrease) in short-term borrowings C03700 Increase (decrease) in other payables to related parties C04020 Repayment of the principal portion of lease liabilities C04300 Decrease in other non-current liabilities C04500 Cash dividends paid CCCC Net cash used infinancingactivities EEEE NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS E00100CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR E00200CASH AND CASH EQUIVALENTS, END OF YEAR |
2025 ( 29,200 ) - ( 15,000 ) ( 180,138 ) ( 22,166 ) ( 39,023 ) - ( 305,473 ) 1,170 ( 2,852 ) ( 174,586 ) ( 60,492 ) 11,805 70,002 968,258 942,900 ( 917,980 ) ( 1,652 ) ( 431 ) ( 641,833) ( 618,996) ( $ 1,105,386 ) 3,627,423 $ 2,522,037 |
2024 |
|---|---|---|
| ( 40,000 ) 46,534 ( 20,000 ) - ( 437,772 ) ( 50,168 ) 1,572,125 ( 69,607 ) 8,893 936 ( 112,975 ) - 290 70,002 968,258 ( 951,855 ) 378,332 ( 3,584 ) ( 90 ) ( 615,576) ( 1,192,773) $ 1,724,610 1,902,813 $ 3,627,423 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Li
Auditor’s Review Report
(Translation)
To Gemtek Technology Co., Ltd.,
Opinion
We have audited the accompanying consolidated financial statements of Gemtek Technologies 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 the notes to the consolidated financial statements, including a summary of significant accounting policies (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 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 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 Group’s 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.
We hereby summarize the Key Audit Matters of the 2025 Consolidated Financial Statements of the Group as follows:
Revenue Recognition from Specific Customers
Gemtek Technology Co., Ltd. and its subsidiaries (the “Group”) is primarily engaged in the research, development, manufacturing, and sales of wireless local area network (WLAN) products. During our analytical procedures on the Group’s sales revenue for the year ended December 31, 2025, we noted an overall decline in demand within the networking communications market. Consequently, revenue from certain major customers has become significant, and their share of total revenue has increased compared with fiscal year 2024. This shift has had a material impact on the Group’s consolidated financial statements for the current year. It gives rise to a potential risk that the revenue recognized may not fully comply with the recognition criteria under International Financial Reporting Standards (IFRS). Accordingly, we have identified the occurrence of revenue recognition from these specific customers as a key audit matter. For further details on the Group’s accounting policies and related disclosures, please refer to Notes 4 and 24 to the consolidated financial statements.
Main Audit Procedures conducted by the CPA are as follows:
-
Assess the quality of composition and implementation of the Group’s Internal Control Policy that are related to sales income conjointly with the Group’s Sales Revenue Recognition Policy.
-
Conduct inspections on selected materials acquired from income reports that are related to sales transactions and receivables, etc. to verify whether the origins of the operating income are documented truthfully.
-
Verify whether the Group has received any substantial sales return or discounts after the transaction.
Additional Matters:
We have audited the individual financial statements of Gemtek Technologies Co., Ltd. as of December 31, 2025 and for the year 2024, on which we have issued an unmodified opinion.
Duties and Responsibilities of Management and Corporate Governance for the
Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect under the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in 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.
Deloitte & Touche Taiwan Deloitte & Touche Taiwan Certified Public Accountant Certified Public Accountant Han-ni Fang Jing-ting Yang
Financial Supervisory Commission Securities and Futures Commission Approved Document Number: Approved Document Number: 1090347472 6-0930128050
Date: March 10, 2026
Gemtek Technology Co., Ltd. And Subsidiaries CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code 1100 1110 1136 1170 1180 1200 1220 130X 1470 11XX 1510 1517 1535 1550 1600 1755 1760 1805 1821 1840 1990 15XX 1XXX Code 2100 2130 2170 2180 2219 2230 2280 2321 2399 21XX 2570 2580 2670 25XX 2XXX 3110 3140 3100 3200 3310 3320 3350 3300 3490 31XX 36XX 3XXX |
December 31, 2025 ASSETS Amount CURRENT ASSETS Cash and cash equivalents (note 4 and 6) $ 6,031,220 Financial assets at fair value through profit or loss - current (note 4 and 7) - Financial assets at amortized cost – current(note 4, 9 and 32) 373,145 Accounts receivable, net (note 4, 10 and 24) 2,914,596 Accounts receivable from related parties (note 4, 24 and 31) 88,037 Other receivables (note 4 and 31) 57,386 Current tax assets (note 4 and 26) 25,911 Inventories (note 4 and 11) 2,047,309 Other current assets (note 4, 18 and 31) 111,831 Total current assets 11,649,435 NON-CURRENT ASSETS Financial assets at fair value through profit or loss- non-current (note 4 and 7) 184,491 Financial assets at fair value through other comprehensiveincome - non-current (note 4 and 8) 1,358,263 Financial assets at amortized cost - non-current(note 4, 9 and 32) 33,113 Investments accounted for using equity method (note 4, 12 and 13) 1,366,275 Property, plant and equipment(note 4, 14 and 31) 3,376,332 Right-of-use assets(note 4 and 15) 323,697 Investment properties (Note 4 and 16) 64,894 Goodwill(note 4 and 17) 245,224 Other intangible assets 16,401 Deferred tax assets(note 4 and 26) 67,429 Other non-current assets(note 4, 18 and 22) 285,871 Total non-current assets 7,321,990 Total assets $ 18,971,425 LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (note 19) $ 1,749,399 Contract liabilities (note 4 and 24) 280,642 Accounts payable 3,031,025 Accounts payable to related parties (note 31) 88,341 Other payables (note 21 and 31) 851,003 Current tax liabilities (note 4 and 26) 92,571 Lease liabilities - current (note 4 and 15) 14,323 Bonds payable - current portion (note 4 and 20) 639,055 Other current liabilities (note 21) 84,094 Total current liabilities 6,830,453 NON-CURRENT LIABILITIES Deferred tax liabilities (note 4 and 26) 340,724 Lease liabilities- non-current(note 4 and 15) 11,199 Other non-current liabilities (note 13 and 21) 32,594 Total non-current liabilities 384,517 Total liabilities 7,214,970 EQUITY ATTRIBUTABLE TO OWNERS OF PARENT (note 4, 13, 20, 23 and 28) Share Capital Ordinary shares 4,275,941 Capital collected in advance - Total share capital 4,275,941 Capital surplus 5,752,423 Retained earnings Legal reserve 1,121,928 Special reserve 195,638 Unappropriated earnings 789,306 Total retained earnings 2,106,872 Other equity ( 724,322) ( Total equity attributable to owners of parent 11,410,914 Non-controlling interests (note 23) 345,541 Total equity 11,756,455 Total liabilities and equity $ 18,971,425 The accompanying notes are an integral part of the consolidated financial statements. Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting |
December 31, 2025 | December 31, 2025 | December 31, 2024 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| % | |||||||||||
( |
22 - 2 28 - - - 12 1 65 - 8 - 6 16 2 - 1 - 1 1 35 100 6 2 21 - 5 1 - 3 - 38 2 - - 2 40 20 - 20 27 5 1 7 13 1) 59 1 60 100 |
Gemtek Technology 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 Per Share)
| Code 4000 Operating revenue(note 4, 24 and 31) 5000 Operating costs(note 11, 22, 25 and 31) 5900 Gross profit Operating expenses (note 10, 22, 25 and 31) 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gains 6000 Total operating expenses 6900 Profit from operations Non-operating income and expenses 7100 Interest income (note 25) 7010 Other income (note 25 and 31) 7020 Other gains and losses (note 25) 7050 Finance costs (note 25) 7060 Share of profit of subsidiaries and associates (note 4 and 13) 7000 Total non-operating income and expenses 7900 Profit (loss) before income tax 7950 Income tax(note 4 and 26) 8200 Net profit (loss) for the year Other comprehensive income(loss) 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit plans (note 22) |
2025 | % 100 (86) 14 ( 3 ) ( 4 ) ( 6 ) - (13) 1 1 - ( 2 ) - - ( 1) - - - - |
2024 | ||
|---|---|---|---|---|---|
| AMOUNT | |||||
| $ 16,493,485 (14,215,765) 2,277,720 ( 537,432 ) ( 619,548 ) ( 1,064,609 ) 3,847 ( 2,217,742) 59,978 98,280 37,713 ( 279,804 ) ( 33,842 ) 45,390 ( 132,263) ( 72,285 ) ( 33,569) ( 105,854) 9,174 |
| Code 8316 Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive income (losses) of subsidiaries and associates 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of the financial statements of foreign operations 8370 Share of other comprehensive income (losses) of subsidiaries and associates 8399 Income tax related to items that will be reclassified subsequently to profit or loss (note 26) 8300 Other comprehensive income (loss), net 8500 Total comprehensive income (loss) Net profit (loss) attributable to: 8610 Owners of the Company 8620 Non-controlling interests 8600 Total comprehensive income (loss) attributable to: 8710 Owners of the Company 8720 Non-controlling interests 8700 Earnings(losses)per share(note 27) 9750 Basic earnings per share 9850 Diluted earnings per share |
2025 | % ( 3 ) - ( 1 ) - - ( 4) ( 4) ( 1 ) - ( 1) ( 4 ) - ( 4) |
2024 | % ( 4 ) - 1 - - ( 3) ( 1) 2 - 2 ( 1 ) - ( 1) |
|---|---|---|---|---|
| AMOUNT ( $ 423,653 ) ( 6,070 ) ( 224,996 ) ( 547 ) 45,115 ( 600,977) ($ 706,831) ( $ 108,331 ) 2,477 ($ 105,854) ( $ 709,339 ) 2,508 ($ 706,831) ($ 0.25) |
AMOUNT ( $ 1,108,178 ) ( 5,571 ) 320,144 ( 121 ) ( 63,965) ( 852,539) ($ 218,281) $ 647,273 ( 13,015) $ 634,258 ( $ 205,465 ) ( 12,816) ($ 218,281) $ 1.56 $ 1.46 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin
Gemtek Technology 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)
| Code A1 BALANCE AT JANUARY 1, 2024 Appropriations of 2023 earnings B1 Legal reserve B5 Cash dividends to shareholders Subtotal D1 Net profit (loss) for the year ended December 31, 2024 D3 Other comprehensive income (loss) for the year ended December 31, 2024 D5 Total comprehensive income (loss) for the year ended December 31, 2024 M7 From share of changes in equity of subsidiaries C7 From share of changes in equity of associates accounted for using equity method I1 Conversion of corporate bonds into ordinary shares T1 Share-based payment expenses– employee restricted shares N1 Employee restricted shares retired Q1 Disposal of investments in equityinstruments at fair value through other comprehensive income O1 Changes in non-controlling interests Z1 BALANCE AT DECEMBER 31, 2024 Appropriations of 2024 earnings B1 Legal reserve B5 Cash dividends to shareholders Subtotal D1 Net profit (loss) for the year ended December 31, 2025 D3 Other comprehensive income (loss) for the year ended December 31, 2025 D5 Total comprehensive income (loss) for the year ended December 31, 2025 C7 From share of changes in capital surplus of associates accounted for using equity method I1 Conversion of corporate bonds into ordinary shares T1 Share-based payment expenses – employee restricted sahres N1 Employee restricted shares retired O1 Changes in non-controlling interests Z1 BALANCE AT DECEMBER 31, 2025 |
Sh | are Capital(note20 and23) Amount Capital Collected in Advance $ 4,001,211 $ 54,846 - - - - - - - - - - - - - - - - 277,563 ( 52,967) - - ( 1,767) - - - - - 4,277,007 1,879 - - - - - - - - - - - - - - 1,879 ( 1,879) - - ( 2,945) - - - $ 4,275,941 $ - |
are Capital(note20 and23) Amount Capital Collected in Advance $ 4,001,211 $ 54,846 - - - - - - - - - - - - - - - - 277,563 ( 52,967) - - ( 1,767) - - - - - 4,277,007 1,879 - - - - - - - - - - - - - - 1,879 ( 1,879) - - ( 2,945) - - - $ 4,275,941 $ - |
are Capital(note20 and23) Amount Capital Collected in Advance $ 4,001,211 $ 54,846 - - - - - - - - - - - - - - - - 277,563 ( 52,967) - - ( 1,767) - - - - - 4,277,007 1,879 - - - - - - - - - - - - - - 1,879 ( 1,879) - - ( 2,945) - - - $ 4,275,941 $ - |
Capital Surplus (note 23) $ 5,329,633 - - - - - - 282 36,417 394,535 - 3,738) - - 5,757,129 - - - - - - 1,524 - - 6,230) - $ 5,752,423 |
R | etainedEarnings (note23) | etainedEarnings (note23) | Unappropriated Earnings $ 1,591,682 51,464 ) 615,576) 667,040) 647,273 5,347 652,620 - 9,662) - - - 29,825 - 1,597,425 67,278 ) 641,833) 709,111) 108,331 ) 9,323 99,008) - - - - - $ 789,306 |
Other Equity (Note 4,23 and 28) | Other Equity (Note 4,23 and 28) | Other Equity (Note 4,23 and 28) | Subtotal $ 663,200 - - - - 858,085) 858,085) - 9,662 - 59,166 5,505 29,825) - 150,377) - - - - 610,331) 610,331) - - 27,211 9,175 - $ 724,322) |
Non-controlling interests (note 23) $ 356,195 - - - ( 13,015 ) 199 ( 12,816) - - - - - - ( 112) 343,267 - - - 2,477 31 2,508 - - - - ( 234) $ 345,541 |
Total equity |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translation of Financial Statements of ForeignOperations ($ 428,972) - - - - 255,859 255,859 - - - - - - - ( 173,113) - - - - ( 180,459) ( 180,459) - - - - - ($ 353,572) |
Unrealized Gains (Losses) on Financial Assets at Fair Value Through Other Comprehensive Income $ 1,196,667 - - - - ( 1,113,944) ( 1,113,944) - 9,662 - - - ( 29,825) - 62,560 - - - - ( 429,872) ( 429,872) - - - - - ($ 367,312) |
U | nearned Employee Compensation $ 104,495) - - - - - - - - - 59,166 5,505 - - 39,824) - - - - - - - - 27,211 9,175 - $ 3,438) |
|||||||||||||||||
| Shares (in Thousands) 400,121 - - - - - - - - 27,756 - ( 177) - - 427,700 - - - - - - - 188 - ( 294) - 427,594 |
Amount $ 4,001,211 - - - - - - - - 277,563 - 1,767) - - 4,277,007 - - - - - - - 1,879 - 2,945) - $ 4,275,941 |
Legal Reserve $ 1,003,186 51,464 - 51,464 - - - - - - - - - - 1,054,650 67,278 - 67,278 - - - - - - - - $ 1,121,928 |
Special Reserve $ 195,638 - - - - - - - - - - - - - 195,638 - - - - - - - - - - - $ 195,638 |
|||||||||||||||||
( ( |
( ( |
( ( |
( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( |
( ( ( |
( ( ( ( ( ( ( |
( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( |
$ 13,195,591 - 615,576) 615,576) 634,258 852,539) 218,281) 282 36,417 619,131 59,166 - - 112) 13,076,618 - 641,833) 641,833) 105,854 ) 600,977) 706,831) 1,524 - 27,211 - 234) $ 11,756,455 |
The accompanying notes are an integral part of the consolidated financial statements. Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin
Gemtek Technology Co., Ltd. And Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Income (loss) before income tax A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit gain recognized on eceivables A20400 Loss (gain) on financial assets and financial liabilities at fair value through profit or loss, net A20900 Finance costs A21200 Interest income A21300 Dividend income A21900 Share-based payment expense A22300 Share of profit of subsidiaries and associates A22500 Loss on disposal and retirement of property, plant and equipment A23000 Gain on disposal of non-current assets held for sale A23100 Gain on disposal of investments A23700 Impairment loss on property, plant and equipment A23800 Inventory write-downs (reversals) A24100 Unrealized foreign exchange gain A29900 Others A30000 Net changes in operating assets and liabilities A31115 Financial assets at fair value through profit or loss A31150 Accounts receivable A31160 Accounts receivable from related parties A31180 Other receivables A31200 Inventories A31240 Other current assets A31990 Net defined benefit asset A32125 Contract liabilities A32150 Accounts payable A32160 Accounts payable to related parties A32180 Other payables A32230 Other current liabilities A33000 Cash generated from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities |
2025 ( $ 72,285 ) 530,465 148,325 ( 3,847 ) ( 25,192 ) 33,842 ( 98,280 ) ( 622 ) 27,211 ( 45,390 ) 19,824 - ( 39 ) 70,469 ( 53,264 ) ( 23,236 ) 428 15,541 3,281,422 ( 48,610 ) 15,198 535,989 21,859 ( 2,345 ) ( 67,046 ) ( 1,510,125 ) 86,132 ( 89,809 ) 185 2,746,800 $ 112,088 622 ( 23,326 ) ( 75,729) 2,760,455 |
2024 |
|---|---|---|
| $ 900,881 564,939 149,868 ( 26,185 ) 183 107,826 ( 129,056 ) ( 1,084 ) 59,264 ( 63,334 ) 43,748 ( 20,620 ) - - ( 54,743 ) ( 79,901 ) - ( 4,805 ) 775,707 44,175 ( 22,905 ) 594,059 ( 47,950 ) ( 2,067 ) ( 33,941 ) ( 430,596 ) 881 149,424 16,409 2,490,177 $ 118,511 1,084 ( 99,409 ) ( 263,997) 2,246,366 |
(Continued)
34
| Code CASH FLOWS FROM INVESTING ACTIVITIES B00010 Acquisition of financial assets at fair value through other comprehensiveincome B00020 Proceeds from disposalof financial assets at fair value through other comprehensiveincome B00040 Acquisition of financial assets at amortized cost B00100 Acquisition of financial assets atfair value through profit or loss B00200 Proceeds from disposalof financial assets at fair value through profit or loss B01800 Acquisition of long-term investments accounted for using equity method B02000 Increase in prepayments for long-term investments B02600 Proceeds from disposal of non-current assets held for sale B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (increase) in refundable deposits B06700 Decrease (increase) in other non-current assets B07100 Increase in prepayments for equipment B07600 Dividends received from associates BBBB Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase in short-term borrowings C04020 Repayment of the principal portion of lease liabilities C04300 Increase in other non-current liabilities C04500 Cash dividends paid C05800 Changes in non-controlling interests CCCC Net cash used infinancingactivities DDDDEFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS EEEE NET INCREASE IN CASH AND CASH EQUIVALENTS E00100CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR E00200CASH AND CASH EQUIVALENTS, END OF YEAR |
2025 ( 29,200 ) - ( 76,649 ) ( 819,232 ) 663,853 ( 39,841 ) ( 39,023 ) - ( 742,205 ) 173,794 ( 4,353 ) ( 178,609 ) ( 64,126 ) 70,002 ( 1,085,589) 528,260 ( 99,642 ) 5,380 ( 641,833 ) ( 234) ( 208,069) ($ 132,447) 1,334,350 4,696,870 $ 6,031,220 |
2024 |
|---|---|---|
| ( 40,000 ) 46,534 ( 19,050 ) ( 20,485 ) 343,918 ( 113,800 ) ( 50,168 ) 37,320 ( 733,976 ) 136,796 726 27,891 - 70,002 ( 314,292) 299,178 ( 18,405 ) 1,857 ( 615,576 ) ( 28) ( 332,974) $ 152,429 1,751,529 2,945,341 $ 4,696,870 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin
35
Attachment D. 2025 Earnings Distribution Table
Gemtek Technology Co., Ltd. 2025 Earnings Distribution Table
| Unit: NT$ | |
|---|---|
| Item | Amount |
| 2024 Undistributed retained earnings | 888,312,570 |
| 2025 Earnings after tax | (108,330,909) |
| Add: Adjustments to retained earnings from investments accounted for using the equity method. |
148,933 |
| Add: Recognized retained earnings from remeasurement of Defined Benefit Plans |
9,174,136 |
| Current-period net income after tax plus other items included in current-year undistributed earnings |
(99,007,840) |
| Less: Appropriation of legal reserve (10%) | 0 |
| Less: Appropriation of special reserve | 525,246,920 |
| Earnings available for distribution for the currentperiod | 264,057,810 |
| Shareholder dividend (NT$0.5/share) | 213,797,056 |
| Undistributed retained earnings for the year end | 50,260,754 |
Note 1: The dividend payout ratio was calculated based on 427,594,111 outstanding common shares of the Company as of March 9, 2026.
Chairman: Hong-wen Chen
General Manager: Rong-chang Li
Accounting Supervisor: Zhi-hong Lin
36
Attachment E. Report on Convertible Bonds
Report on Convertible Bonds
The offering and issuance of unsecured convertible bonds for the 6th term is described as follows:
-
The offering and issuance of the 6th-term unsecured convertible bonds were listed on the market on June 2, 2023.
-
The total amount of unsecured convertible bonds offered and issued for the 6th term was NT$1.5 billion.
-
The initial conversion price of the convertible bonds at the time of issuance was NT$30.8. The conversion price was adjusted to NT$26.6 on July 9, 2025.
-
As of March 31, 2026, bondholders had applied to convert a total of 38,396,387 shares into ordinary shares in accordance with the conversion procedures, with a total conversion amount of NT$1,087,800,000.
-
As of March 31, 2026, the remaining unconverted bond amount totaled NT$412,200,000, which is to be paid in cash based on the face value of the bonds.
37
Attachment F. Notes on Shareholder Proposals
Notes on Shareholder Proposals
-
Pursuant to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total outstanding shares may submit a proposal for discussion at the Company’s regular shareholders’ meeting. Each proposal shall be limited to one discussion item and must not exceed 300 words.
-
In accordance with the Company’s announcement on the Market Observation Post System, the proposal submission period is from March 17 to March 27, 2026. Any proposals not submitted within the specified timeframe will not be included in the agenda of the 2026 shareholders’ meeting.
38
Attachment G. Amendments to the Articles of Incorporation
Gemtek Technology Co., Ltd. Amendments to the Articles of Incorporation
Comparison Chart
Amended Original Reasons for Amendment Section II Capital Stock Section II Capital Stock In Article 5 Article 5 consideratio The total authorized capital of the Company The total authorized capital of the Company n of the shall be in the amount of NT$10,000,000,000 shall be in the amount of NT$5,000,000,000 Company’s divided into 1,000,000,000 shares , at a par divided into 500,000,000 shares, at a par need to issue corporate value of NT$10 each, and shall be issued in value of NT$10 each, and shall be issued in bonds, installments subject to the resolution of the installments subject to the resolution of the employee board of directors. Within the board of directors. Within the stock option certificates, aforementioned share quota, 100,000,000 aforementioned share quota, 50,000,000 and new shares shall be reserved for use when any shares shall be reserved for use when any restricted option attached to the Company's corporate option attached to the Company's corporate employee shares. bonds, preferred shares with stock options or bonds, preferred shares with stock options or warrants, if any, has been exercised. warrants, if any, has been exercised. Section IV Directors Section IV Directors The Article 13-1 Article 13-1 Company The Board of Directors is authorized to The Company shall purchase liability proposes to determine the remuneration for all insurance for its directors during their terms revise the directors for their services to the of office to cover their legal liabilities criteria and framework Company, regardless of whether the arising from the performance of their duties. for director Company operates at a profit or loss. Such remuneratio remuneration shall be determined based n in order to enhance on their level of participation in and the corporate value of their contribution to the governance Company's operations, as well as the and align with industry prevailing industry standards. In the event benchmarks that the Company generates a profit, and business additional remuneration shall be performance. distributed in accordance with Article 20 of these Articles of Incorporation. The Company shall purchase liability insurance for its directors during their terms of office to cover their legal liabilities arising from the
39
performance of their duties. This is intended to mitigate and diversify the risk of significant damages to the Company and its shareholders caused by potential legal liabilities of the directors. Chapter VI Accounting Section VI Accounting Article 20 Article 20
The Company shall, after deducting the The Company shall, after deducting the employee bonuses and remuneration benefits employee bonuses and remuneration benefits of directors from the current year's pre-tax of directors from the current year's pre-tax benefits, allocate 13.5% for employee profit benefits, allocate 13.5% for employee profit sharing bonuses (the allocated proportion for sharing bonuses (the allocated proportion for base-level employees shall be no less than base-level employees shall be no less than 1.5%) and no more than 1.8% as directors’ 1.5%) and 1.8% for the remuneration remuneration benefits. Employee profit benefits of directors. Employee profit sharing bonuses are to be granted in the form sharing bonuses are to be granted in the form of securities or cash to qualified company of securities or cash to qualified company employees, which the occurrences are to be employees, which the occurrences are to be mentioned and reported in the shareholders’ mentioned and reported in the shareholders’ meeting. meeting. Article 24 Article 24 These Articles of Incorporation were entered These Articles of Incorporation were entered into on…… into on…… The twenty-first amendment was made on The twenty-first amendment was made on June 14, 2016 June 14, 2016 The twenty-second amendment was made on The twenty-second amendment was made on June 18, 2019 June 18, 2019 The twenty-third amendment was made on The twenty-third amendment was made on June 9, 2022 June 9, 2022 The twenty-fourth amendment was made on The twenty-fourth amendment was made on May 28, 2025 May 28, 2025 The twenty-fifth amendment was made on May 25, 2026
40
Attachment H List of Director Candidates
Gemtek Technology Co., Ltd.
List of Candidates for Directors (including Independent Directors)
| Position | Name of Candidate |
Educational Background | Career Experience | Current Position | Sharehol ding (Note 1) |
|---|---|---|---|---|---|
| Director | Hong-wen Chen | Taiwan Semiconductor Manufacturing Company Limited Syntek Semiconductor Co., Ltd. Chairman, Polaris Group |
Chairman, Browan Communications Chairman, Antek Networks Inc. Director, Witek Investment Co., Ltd Director, G-Technology Investment Co., Ltd Director, Ampak International Holdings Ltd Director, Primax Communication (B.V.I.) Inc. Director, Free PPWorldwide Co., Ltd Director, Yield Microelectronics Corporation Chairman, Apollomics Inc. |
5,747,937 | |
| Master of Science in Electrical | |||||
| Engineering, National | |||||
| Tsinghua University | |||||
| Director | Hsiang-chi Zheng |
Chairman, Department of Physics, Chung Yuan Christian University Independent Director, Favite Inc. |
Adjunct Professor, Department of Physics, Chung Yuan Christian University |
0 | |
| Ph.D. in Physics, National | |||||
| Tsinghua University | |||||
Note 1: Number of shares as of March 31, 2026.
41
Attachment I Information on the Lifting of Non-Compete Restrictions for Newly Appointed Directors and Independent Directors
Gemtek Technology Co., Ltd.
Information on the Lifting of Non-Compete Restrictions for Newly Appointed Directors and Independent Directors
| Position | Name | Current Positions at Other Companies |
|---|---|---|
| Director | Hong-wen Chen |
Chairman, Browan Communications Chairman, Antek Networks Inc. Director, Witek Investment Co., Ltd Director, G-Technology Investment Co., Ltd Director, Ampak International Holdings Ltd Director, Primax Communication (B.V.I.) Inc. Director, Free PPWorldwide Co., Ltd Director, Yield Microelectronics Corporation Chairman, Apollomics Inc. |
42
Appendix 1. Articles of Incorporation
Appendix
ARTICLES OF INCORPORATION
OF
GEMTEK TECHNOLOGY CO., LTD. (the "Company")
Section I - General Provisions
Article 1 The Company is incorporated in accordance with the Company Law of the Republic of China, and its name is Gemtek Technology Co., Ltd.
-
Article 2 The scope of business of the Company shall be as follows:
-
Research, development, manufacture, purchase and sale of electronic components, semi-finished products and finished products;
-
Research, development, manufacture, purchase and sale of computer software, hardware and peripheral equipment;
-
Import-export trading business in relation of the foregoing products;
-
CC01101 Restricted telecom radio frequency equipment and materials manufacturing;
-
F401021 Restricted telecom radio frequency equipment and materials import;
-
E701031 Restrained telecom radio frequency equipment and materials construction;
-
F113070 Wholesale of telecom instruments; and
-
F213060 Retail sale of telecom instruments.
-
Article 2-1 The Company may provide guarantees to others when necessary for its business.
-
Article 3 The Company shall have its headquarters in Hsinchu County, Taiwan and may, wherever and whenever the Company deems it necessary, set up branch offices or representative offices within and outside of the territory of Taiwan pursuant to a resolution adopted at a meeting of the board of directors and the approvals of government authorities.
-
Article 4 The Company may act as other limited company’s shareholder when necessary for its business. The total amount of the Company's reinvestment in other companies is not subject to the restriction stipulated in Article 13 of the Company Law.
43
Section II - Capital Stock
- Article 5 The total authorized capital of the Company shall be in the amount of NT$5,000,000,000 divided into 500,000,000 shares, at a par value of NT$10 each, and shall be issued in installments subject to the resolution of the board of directors. Within the aforementioned share quota, 50,000,000 shares shall be reserved for use when any option attached to the Company's corporate bonds, preferred shares with stock options or warrants, if any, has been exercised.
Article 6 Deleted.
-
Article 7 The Company may issue shares without printing share certificate(s) and shall appoint a centralized securities custody enterprise/ institution to make recordation of the issue of such shares.
-
Article 8 Registration for share transfer shall be suspended for sixty days immediately before the date of any regular shareholders' meeting, and thirty days immediately before the date of any special shareholders' meeting, and five days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Section III - Shareholders' Meetings
-
Article 9 There shall be two types of shareholders' meetings, namely: regular shareholders' and special shareholders' meetings. Regular shareholders' meetings shall be convened once a year, within 6 months of the end of each fiscal year. Special shareholders' meetings shall be held as necessary and organized according to the relevant laws, rules and regulations of the Republic of China.
-
Article 9-1 Shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
-
Article 10 Pursuant to Company Act Article 177, if a shareholder is unable to attend a shareholders' meeting, such shareholder may appoint a proxy to attend the meeting by executing a power of attorney in the form as printed by the Company specifying therein the scope of power authorized to the proxy.
-
According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholders’ meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.
-
Article 11 Shareholders shall be entitled to one vote for each share held except for those as provided in the Company Law of the Republic of China.
-
Article 12 Any resolutions at a shareholders' meeting shall, unless otherwise provided for in the relevant laws, rules and regulations of the Republic of China, be adopted if voted in favor of by the majority of shareholders present at a shareholders' meeting at which shareholders of more than one-half of the issued and outstanding shares are present.
44
-
Article 12-1 The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting. Meeting minutes shall detail the date, venue, name of the chairman, and resolutions, and shall be distributed to shareholders within 20 days after the adjournment of the meeting.
-
Such minutes, together with the attendance list and proxies, shall be filed and kept at the head office of the Corporation. The aforementioned minutes shall be compiled and distributed via electronic media or other means of announcements.
Section IV - Directors
-
Article 13 The Company shall have nine directors to be elected at a shareholders' meeting from among persons of legal capacity, with a term of office of three (3) years each. The directors may be eligible for re-election.
-
Article 13-1 The Board of Directors is authorized to determine the remuneration for all directors for their services to the Company, regardless of whether the Company operates at a profit or loss. Such remuneration shall be determined based on their level of participation in and the value of their contribution to the Company's operations, as well as the prevailing industry standards. In the event that the Company generates a profit, additional remuneration shall be distributed in accordance with Article 20 of these Articles of Incorporation. The Company shall purchase liability insurance for its directors during their terms of office to cover their legal liabilities arising from the performance of their duties. This is intended to mitigate and diversify the risk of significant damages to the Company and its shareholders caused by potential legal liabilities of the directors.
Article 13-2 The Company shall have at least three independent directors among the aforesaid number of directors. Independent directors shall be elected based on the adoption of the candidate nomination system. Shareholders shall elect the independent directors from among the nominees listed in the roster of independent director candidates. The election of independent and non-independent directors shall be conjointly held, and the votes shall be calculated seperately. The relevant regulations pertaining to the professional qualifications, restrictions on shareholding and concurrent positions held, nomination and election, and other compliance requirements of the independent directors as stipulated by the competent securities authority should be followed accordingly. Pursuant to Article 14-4 of the Securities and Exchange Act, a listed company shall establish either an audit committee in place of supervisors. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise. The exercise of power by audit committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE or TPEx.
45
-
Article 14 The board of directors shall be composed of the directors, who shall elect one Chairperson of the board from among themselves by a majority at a meeting attended by two thirds or more of the directors. The Chairperson of the board of directors shall externally represent the Company.
-
Article 14-1 Each director shall attend the meeting of board of directors in person. In case a director is unable to attend the meeting in person, the director may designate one of the other directors to act for and on his/her behalf. A director may only act for one other director.
-
Article 14-2 The notice for convening a meeting of the board of directors shall be in written form, E-mail, or facsimile.
-
Article 15 In the event that the Chairperson is on leave or cannot exercise his powers and authority for any reason, Article 208 of the Company Law shall govern her/his agency.
-
Article 16 The remuneration of the directors shall be determined by resolution of a shareholders' meeting, and shall conform to the standard generally adopted by other enterprises in the same industry, and shall be paid regardless whether the Company earns profits or suffers losses.
Section V - Managerial Officers
- Article 17 The Company may have one president. The appointment, removal and remuneration of the president shall be determined and effected in accordance with Article 29 of the Company Law.
Section VI - Accounting
-
Article 18 At the end of each fiscal year, the board of directors shall prepare and review: (1) operation reports (2) financial statements and (3) proposal for allocation of net profits or making up losses, and shall submit those reports and documents to the regular shareholders' meeting for ratification.
-
Article 19 Deleted.
-
Article 20 The Company shall, after deducting the employee bonuses and remuneration benefits of directors from the current year's pre-tax benefits, allocate 13.5% for employee profit sharing bonuses (the allocated proportion for base-level employees shall be no less than 1.5%) and no more than 1.8% as directors’ remuneration benefits. Employee profit sharing bonuses are to be granted in the form of securities or cash to qualified company employees, which the occurrences are to be mentioned and reported in the shareholders’ meeting.
46
| Article | 20-1 | Upon the closing of the Company's annual financial accounts, if surplus profit is |
|---|---|---|
| determined, the Company shall first pay taxes and make up for all past losses; | ||
| then, set aside a 10% legal capital reserve and a special capital reserve in | ||
| accordance with applicable laws, rules and regulations. The remainder of the | ||
| profits after deducting the foregoing shall be allocated as shareholders' | ||
| dividends, subject to proposal by the board of directors and approval by | ||
| shareholders at a shareholders' meeting. | ||
| Considering the current development status of the Company and the overall | ||
| conditions of the industrial environment, other factors such as the Company's | ||
| financial measures that might influence the financial structure and profit | ||
| earnings are the key elements for determining the amount and type of surplus | ||
| distributed. Bearing in mind the Company’s capital requirements, long-term | ||
| financial goals, and shareholders’ demands for liquidity, the distribution of | ||
| surplus profit shall be made preferably by way of cash and stock dividends. The | ||
| distribution of cash dividends per year shall not be lower than 10% of the | ||
| aggregate amount of the stock dividends and cash dividends distributed for that | ||
| particular year. | ||
| In accordance with Article 240, Paragraph 5 of the Company Act, when the | ||
| Company distributes dividends and bonuses, or under Article 241, Paragraph 1 | ||
| of the Company Act, distributes all or part of the legal reserve and capital | ||
| reserve in the form of cash, the Board of Directors is authorized to approve such | ||
| distribution by a resolution adopted by at least two-thirds of the directors present | ||
| at a meeting attended by a majority of all directors, and the distribution shall be | ||
| reported to the shareholders' meeting. | ||
| Article | 21 | If the Company plans to transfer shares to employees at less than the average |
| actual repurchase price, the Company must pursuant to applicable laws, rules | ||
| and regulations have obtained the consent of the most recent shareholders | ||
| meeting. | ||
| Article | 22 | In the event that the Company plans to issue employee stock warrants, at the |
| exercise price lower than the closing price of the Company stocks as of the issue | ||
| date, the Company must pursuant to applicable laws, rules and regulations have | ||
| obtained the consent of the most recent shareholders meeting. | ||
| Article | 23 | Matters not provided for in these Articles of Incorporation shall be governed by |
| the Company Law of the Republic of China. | ||
| Article | 24 | These Articles of Incorporation were entered into on June 17, 1988. |
| The first amendment was made on July 22, 1991; | ||
| The second amendment was made on October 21, 1994; | ||
| The third amendment was made on July 30, 1996; | ||
| The fourth amendment was made on July 10, 1997; | ||
| The fifth amendment was made on December 14, 1997; | ||
| The sixth amendment was made on January 8, 1998; | ||
| The seventh amendment was made on June 16, 1999; | ||
| The eighth amendment was made on November 26, 1999; | ||
| The ninth amendment was made on June 30, 2000; | ||
| The tenth amendment was made on April 18, 2001; | ||
| The eleventh amendment was made on May 13, 2002; | ||
| The twelfth amendment was made on May 13, 2002; | ||
| The thirteenth amendment was made on June 23, 2003; | ||
| The fourteenth amendment was made on April 29, 2004; | ||
| The fifteenth amendment was made on June 14, 2006. |
47
The sixteenth amendment was made on April 26, 2007. The seventeenth amendment was made on June 28, 2007 The eighteenth amendment was made on June 15, 2010 The nineteenth amendment was made on June 21, 2012 The twentieth amendment was made on June 15, 2015 The twenty-first amendment was made on June 14, 2016 The twenty-second amendment was made on June 18, 2019 The twenty-third amendment was made on June 9, 2022 The twenty-fourth amendment was made on May 29, 2025
Gemtek Technology Co., Ltd. Chairman of Board of Directors Hong-wen Chen
48
Appendix 2. Rules and Procedures of Shareholder’s Meeting
Gemtek Technology Co., Ltd.
RULES AND PROCEDURES OF SHAREHOLDERS' MEETING
-
The Shareholders' Meeting of the Company (herein referred to as the "Meeting") shall be conducted in accordance with the Rules and Procedures delineated in the following articles.
-
Shareholders and their proxies (herein collectively referred to as "shareholders") shall be admitted to the Meeting by presenting the attendance card, sign-in card, or other certificates of attendance during registration. Attendance and voting shall be calculated based on the number of shares present at the Meeting, which is determined according to the shares indicated on the sign-in cards and proxy forms presented, plus the number of shares whose shareholder voting rights are exercised via written correspondence or electronic media.
A shareholder exercising voting rights via written correspondence or electronic media will be deemed to be attending the meeting in person, but to have waived his/her rights with respect to the extratemporary motions and amendments to original proposals of that meeting.
Resolutions shall be recorded in the meeting minutes.
- The Chairperson shall call the Meeting to order at the time scheduled for the Meeting when the numbers of shares in attendance meets 1/2 of the outstanding common shares. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the Chairperson may postpone the Meeting. The postponements shall be limited to no more than two times and the aggregate time postponed shall not exceed one hour. If no quorum can yet be constituted after two postponements but the shareholders present at the Meeting represent more than 1/3 of the total outstanding shares, tentative resolutions may be made in accordance with Company Act Article 175.
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the Chairperson may submit the tentative resolutions to the Meeting for approval in accordance with Company Act Article 174.
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The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution from the Shareholders’ Meeting.
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When a shareholder present at the Meeting wishes to make a statement, a Speech Slip should be filled out, which include the subject and summary of the speech, the shareholder's account number (or the Attendance Card number), and the name of the shareholder. The order of speaking shall be arranged by the Chairperson.
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The duration of each speech shall not exceed 5 minutes, unless permitted by the Chairperson, the speaker may gain the persmission to prolong the speech once for 3 minutes maximum.
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Each shareholder shall not, for each discussion item, speak more than two times.
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In case the duration of the speech exceeds the limited time granted, or the content delivered is irrelevant to the discussion item, the Chairperson may request the speaker to discontinue the speech.
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The Chairperson may promptly announce the end of a discussion if the Chairperson deems it appropriate.
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The Chairperson may initiate a voting session upon the end of a discussion.
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The Chairperson may call for an intermission during the Meeting at personal discretion. If a force majeure event occurs, the Meeting shall be reconvened within five days, subject to the schedule resolved by the Meeting, and is not obliged to provide further notice or public announcements to shareholders.
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After an attending shareholder has spoken, the chair may respond to the statement in person or direct relevant personnel to respond
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The Chairperson shall announce the end of a proposed discussion and proceed with the voting if he/she feels the remainder of the discussion will affect the smooth proceeding of the meeting, or sufficient discussion has been made and no further statements are required.
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Any matters and circumstances not specified in the Rules and Procedures shall be carried out in accordance with relevant laws and regulations.
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These Rules, and any amendments hereto, shall be implemented after adoption by Shareholders’ Meetings.
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Appendix 3. Procedures for Election of Directors
Gemtek Technology Co., Ltd. Procedures for Election of Directors
Article 1 Elections of directors shall be conducted in accordance with these Procedures.
Article 2 The cumulative voting method shall be used for election of the directors at this Corporation, unless exceptionally regulated by its articles of incorporation, each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 3 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting.
Article 4 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 5 The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting for the director commences.
Article 6 If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 6-1 Election of directors and independent directors are conducted conjointly, with voting rights separately calculated for independent and non-independent director positions.
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Article 7 A ballot is invalid under any of the following circumstances:
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Ballots not provided in accordance with these Procedures.
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A blank ballot is placed in the ballot box.
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The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
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Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
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No shareholder name, account number or identity card number is provided in the ballot to identify such individual.
Article 8 Shareholders shall elect the number of directors as specified in this Corporation's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
Article 9-1 Election results will be proclaimed invalid if the above is not in compliance with Article 26-3 Paragraph 3&4.
Article 10 The board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 11 The Procedures for Election of Directors is established in accordance with the Company Act, the Company’s Articles of Incorporation, and relevant laws and regulations.
Article 12 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Article 13
These Procedures were established on June 16, 1999 The first amendment was made on June 23, 2003 The second amendment was made on June 28, 2007 The third amendment was made on June 18, 2019
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Appendix 4. Shareholdings of the Board of Directors
Gemtek Technology Co., Ltd. Shareholdings of the Board of Directors Book Closure Date: March 27, 2026
| Position | Name | Shareholdings | Shareholdings | Remark |
|---|---|---|---|---|
| Number of Shares | Shareholding Ratio |
|||
| Chairperson of the Board |
Chwang-Hsiang Investment Company, Ltd. Representative: Hong-wen Chen |
3,732,842 | 0.86 % | Representative: Hong-wen Chen Shares Subject to Mandatory Depository Lock-up: 4,005,937 Shares |
| Director | Lee-heng Investment Limited | 1,375,000 | 0.32 % | |
| Director | AMPAK Technology Inc. | 6,000,000 | 1.38 % | |
| Director | Cheng-ren Yang | 1,776,269 | 0.41 % | |
| Director | Rong-hui Hsu | 1,480,127 | 0.34 % | |
| Independent Director |
Zhu-san Wang |
- | - | |
| Independent Director |
Chih-yang Chang |
- | - | |
| Total Shares Held by Directors | 14,364,238 | 4.23 % |
Note: As of March 27, 2026, the total number of issued common shares was 434,485,057. The total number of shares statutorily required to be held by all directors was 16,000,000.
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