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GPI — AGM Information 2026
May 18, 2026
52506_rns_2026-05-18_3c7dd8a7-338a-4a2f-9efe-75fa4b790f23.pdf
AGM Information
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Stock Code: 6128

上福全球科技股份有限公司
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
2026 Annual General Shareholders' Meeting Meeting Handbook (Translation)
Meeting Method: Physical Meeting
Printed on: May 6, 2026
Table of Contents
Page
I. Meeting Procedure 1
II. Meeting Agenda 2
1. Reported Matters 3
2. Acknowledged Matters 4
3. Matters for Discussion 5
4. Extraordinary Motions 5
5. Adjournment 5
III. Attachments
1. Business Report for FY2025 6
2. Audit Committee’s Review Report 7
3. 2025 Independent Auditor’s Report and Parent Company Only Financial Statement 8
4. 2025 Independent Auditor’s Report and Consolidated Financial Statement 18
5. 2025 Deficit Compensation Table 29
6. Comparison Table of Amendments to the Regulations Governing the Acquisition and Disposal of Assets 30
7. Comparison Table of Amendments to the Procedures for Endorsement and Guarantee 31
8. Comparison Table of Amendments to the Procedure for Lending Funds to Others 33
9. Comparison Table of Amendments to the Rules of Procedure for Shareholders Meetings 35
IV. Appendices
1. Articles of Incorporation 38
2. Rules of Procedure for Shareholders Meetings (Before Amendment) 45
3. Shareholding Status of Directors 60
4. Other Matters 61
1
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Procedure for the 2026 Annual General Shareholders’ Meeting
- Call the Meeting to Order
- Chairperson Remarks
- Reported Matters
- Acknowledged Matters
- Matters for Discussion
- Extraordinary Motions
- Adjournment
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Year 2026
Meeting Agenda of Annual General Shareholders’ Meeting
Time: 10:00 a.m. on Wednesday, June 17, 2026
Place: No. 280, Tzu-Chiang Rd., Wuqi District, Taichung City, Taiwan. (Taichung Harbor Related Industrial Park Service Center).
- Call the Meeting to Order
- Chairperson Remarks
- Reported Matters
(1) Business Report for FY2025
(2) Audit Committee’s Review Report for auditing the 2025 Financial Statements
(3) To report the 2025 remuneration of employees and directors
(4) To report the 2025 cash distribution from capital surplus - Acknowledged Matters
(1) The Company’s 2025 financial statements
(2) The Company’s 2025 deficit compensation - Matters for Discussion
(1) To amend the Company’s “Procedures for Acquisition or Disposal of Assets”
(2) To amend the Company’s “Procedures for Endorsement and Guarantee”
(3) To amend the Company’s “Procedures for Loans of Funds to Other”
(4) To amend the Company’s “Rules of Procedure for Shareholders Meetings” - Extraordinary Motions
- Adjournment
2
Reported Matters
Report No. 1 (Proposed by the Board)
Business Report for FY2025
Explanation:
The 2025 Business Reports is attached as p.6, Attachment 1.
Report No. 2 (Proposed by the Board)
Audit Committee’s Review Report for auditing the 2025 Financial Statements
Explanation:
The Audit Committee’s Review Report is attached as p.7, Attachment 2.
Report No. 3 (Proposed by the Board)
To report the 2025 remuneration of employees and directors
Explanation:
- The Company’s compensation to employees and directors for 2025 was approved by the Board of Directors on March 12, 2026.
- Due to the Company’s operating loss in 2025, no compensation to employees or directors is proposed for distribution.
Report No. 4 (Proposed by the Board)
To report the 2025 cash distribution from capital surplus
Explanation:
- Pursuant to Article 241 of the Company Act, the Company proposes to distribute NT$63,794,370 from the capital surplus generated from the issuance of shares at a premium over par value. Based on the Company’s 127,588,740 outstanding shares, a cash dividend of NT$0.5 per share will be distributed.
- The cash distribution from capital surplus shall be calculated based on the shareholdings recorded in the shareholders’ register as of the dividend distribution record date. The dividend amount shall be rounded down to the nearest whole dollar, and fractional amounts of less than NT$1 shall be recognized as other income of the Company.
- This proposal has been approved by the Board of Directors, and the cash dividend distribution date for shareholders is scheduled for May 8, 2026.
Acknowledged Matters
Report No. 1 (Proposed by the Board)
The Company’s 2025 financial statements
Explanation:
-
The Company’s 2025 parent company only financial statements and consolidated financial statements have been approved by the Board of Directors and audited by CPAs Huang, Yu-Ting and Lai, Shu-Chen of Ernst & Young. The business report, parent company only financial statements, and consolidated financial statements have also been reviewed by the Audit Committee, which has issued a written review report.
-
Please refer to Attachment 1 (p.6), Attachment 2 (p.7), Attachment 3 (pp.8–17), and Attachment 4 (pp.18–28) for the respective reports.
Resolution:
Report No. 2 (Proposed by the Board)
The Company’s 2025 deficit compensation
Explanation:
-
The Proposal for Compensation of 2025 Dificits has been approved by the Board of Directors.
-
The 2025 Deficit Compensation Table is attached as p.29, Attachment 5.
Resolution:
5
Matters for Discussion
Report No. 1 (Proposed by the Board)
To amend the Company’s “Procedures for Acquisition or Disposal of Assets”
Explanation:
To align with the Company’s actual operational practices, it is proposed to amend the Company’s “Regulations Governing the Acquisition and Disposal of Assets.” Please refer to Attachment 6 (p. 30) for the comparison table of the amended provisions.
Resolution:
Report No. 2 (Proposed by the Board)
To amend the Company’s “Procedures for Endorsement and Guarantee”
Explanation:
To align with the Company’s actual operational practices, it is proposed to amend the Company’s “Procedures for Endorsement and Guarantee.” Please refer to Attachment 7 (pp. 31–32) for the comparison table of the amended provisions.
Resolution:
Report No. 3 (Proposed by the Board)
To amend the Company’s “Procedures for Loans of Funds to Other”
Explanation:
To align with the Company’s actual operational practices, it is proposed to amend the Company’s “Procedure for Lending Funds to Others.” Please refer to Attachment 8 (pp. 33–34) for the comparison table of the amended provisions.
Resolution:
Report No. 4 (Proposed by the Board)
To amend the Company’s “Rules of Procedure for Shareholders Meetings”
Explanation:
- In line with current regulatory terminology and corporate governance practices, the Chinese version title of the “Rules of Procedure for Shareholders’ Meetings” was adjusted.
- Pursuant to the letter Tai-Zheng-Zhi-Li-Zi No. 11500029701, the relevant provisions are proposed to be amended accordingly. Please refer to Attachment 9 (pp. 35–37) for the comparison table of the amended provisions.
Resolution:
Extraordinary Motions
Adjournment
Attachment 1
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
2025 Business Report
In 2025, amid gradually easing inflationary pressures in major economies and adjustments to monetary policies, the global economy was initially expected to achieve moderate growth. However, factors such as geopolitical risks, changes in international trade policies, and supply chain restructuring continued to create uncertainties for global industrial development. In particular, adjustments to tariff policies in major markets posed new challenges to the international trade environment and business operations. As for the printing consumables industry, the overall market has entered a mature stage of development. Although corporate and commercial printing equipment continued to maintain a certain level of consumables demand, the growth momentum of the market remained relatively stable due to digital transformation and the lengthening replacement cycle of equipment, while industry competition continued to intensify. In addition, inventory adjustments by distribution channels and customers in recent years also contributed to periodic fluctuations in market demand.
Looking back on market changes in recent years, the Group's revenue has also fluctuated in line with industry inventory cycles. In 2025, the market once again entered an inventory adjustment phase, resulting in a more conservative overall sales momentum. Under the aforementioned market conditions, the Company recorded net operating revenue of NT$1,252,742 thousand in 2025, representing a decrease of 18.52% from NT$1,537,537 thousand in 2024. The decline in revenue was primarily attributable to adjustments in market demand and the impact of U.S. tariff policies, which affected the market pricing and sales momentum of certain products. Net loss after tax for 2025 amounted to NT$1,220,049 thousand, representing a decrease of 432.30% compared with net profit after tax of NT$367,148 thousand in 2024. In addition to the effects of market competition and operating costs, overall profitability was also affected by the recognition of certain non-recurring items.
In 2025, the Company continued to implement various business strategies to respond to market changes and strengthen operations, including the following:
-
Adjustment of Product Strategies in Response to Changes in Market Demand
The Company continuously reviewed its product portfolio and market demand, and appropriately adjusted product specifications and supply allocations to maintain competitiveness in major markets. -
Enhancement of Supply Chain Management and Operational Efficiency
The Company continued to optimize procurement, production, and inventory management mechanisms to improve supply chain efficiency and reduce operational risks, while further strengthening cooperative relationships with major suppliers. -
Deepening Customer Collaboration and Value-Added Services
By providing services such as toner filling, customized packaging design, and designated logistics delivery, the Company enhanced overall service value and strengthened cooperative relationships with customers. -
Promotion of Environmentally Friendly Products and Sustainable Development
The Company continued to promote the application of recycled materials and reduced-plastic packaging designs, and developed environmentally friendly toner cartridge products to meet international market demand for sustainable products. -
Continued Strengthening of Intellectual Property Deployment
The Company continued to invest in research and development and strengthen patent management in order to enhance technological barriers and maintain competitive advantages in the market.
Looking ahead to 2026, the global economy may continue to face uncertainties arising from geopolitical risks, changes in international trade policies, and adjustments in market demand. In the printing equipment market, A4-size models are expected to remain the mainstream demand, while consumables replacement demand from enterprise and commercial users is expected to remain stable. Nevertheless, overall market competition is expected to persist.
The Company will continue to integrate the Group's resources in production, research and development, logistics, and distribution channels to enhance overall operational efficiency and market responsiveness. Going forward, the Company will continue to deepen the dual-brand market strategy of Katun and Cartridge Web, actively expand OEM cooperation opportunities, and continuously promote the development of environmentally friendly products and supply chain integration to enhance product competitiveness and respond to changing market demands.
In the face of future market changes, the Company will continue to uphold the principles of prudent operation and continuous improvement, strengthen corporate competitiveness, and create long-term value for shareholders and business partners.
Chairman: Wang, Kuo-Ying President: Wang, Jui-Chi Chief Accounting Officer: Huang, Ching-Hung
Attachment 2
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Audit Committee’s Review Report
The Board of Directors has prepared the 2025 Business Report, Financial Statements (including Consolidated Financial Statements), and the Proposal for the Deficit Compensation Table. The Financial Statements have been audited by CPAs Huang, Yu-Ting and Lai, Shu-Chen of Ernst & Young and an audit report has been issued.
The aforementioned Business Report, Financial Statements (including Consolidated Financial Statements), and the Proposal for the Deficit Compensation Table prepared and submitted by the Board of Directors have been reviewed by the Audit Committee, which found no discrepancies. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is hereby submitted for review and approval.
To the 2026 Annual General Meeting of Shareholders
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Convener of the Audit Committee: Huang, Jui-Fen
March 12, 2026
Attachment 3
Independent Auditors' Report Translated from Chinese
To GENERAL PLASTIC INDUSTRIAL CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of GENERAL PLASTIC INDUSTRIAL CO., LTD. (the "Company") as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including the summary of material accounting policies (together "the parent company only financial statements").
In our opinion, the parent company only financial statements referred to above 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 ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
9
Inventory Valuation
The Company specializes in manufacturing and selling toner cartridges of photocopiers, laser printers and OPC Drum Gears. The determination of the provisions for obsolete inventories involved a high level of management judgment, and were subject to uncertainty due to product diversity. Furthermore, the cost of inventory included direct labor, raw material, and overhead, and the calculation and allocation were complex. Also, the allocation basis could have a material impact on the financial statements. As such, we determined this to be a key audit matter. Our audit procedures included, but were not limited to, understanding and testing the design and operating effectiveness of internal control over inventory cost and allowance for inventory; assessing the appropriateness of the policy of provision for excess and obsolete inventory by testing the accuracy of inventory ageing and analyzing movement of the ageing, analyzing the difference between the policy of the current year and the prior year, and analyzing the difference between the historical provisions and the actual write-off amount; performing inventory price testing to verify the allocation of cost, direct labor, and overhead is reasonable; verifying that inventories were valued at the lower of cost or net realizable value by comparing the book value of inventories at the balance sheet date with recent sales price on selected samples; verifying the existence and completeness of inventories by tracing items on the final inventory listing to the physical inventory compilation; attending inventory counts to understand the status of the inventories and evaluate the appropriateness of the excess and obsolescence provision. We also considered the appropriateness of the disclosure of inventory in Note 6 to the parent company only financial statements.
Investments accounted for using the equity method- subsidiaries’ goodwill impairment
The amount of goodwill impairment loss of the Company and its subsidiaries was significant to the financial statements. The Company performed impairment testing on the cash-generating units according to the International Financial Reporting Standards. Because the carrying amounts of goodwill impairment loss were significant to the Company and its subsidiaries, the determination of value in use was complex, as it involved significant management judgment when making assumptions about cash flow forecasts. We identified goodwill impairment as a key audit matter. Our audit procedures include, but are not limited to, evaluating whether the components of the cash-generating units have significantly changed, including analyzing the sales model and regions involved; evaluating the management's assessment approaches and assumptions of value in use; evaluating the reasonableness of key assumptions used by management, such as growth rates, discount rates, gross margin, and evaluating the reasonableness of key components of discount rates, such as cost of equity, company-specific risk premium and market risk premium by comparing them to other companies of similar size with the cash-generating units; interviewing management and assessing the reasonableness of assumptions used in their financial forecast, such as cash flows, gross margin, growth rates, the overall market and economic conditions; comparing the actual financials to date with previously forecast financials and analyzing the Company's historical data and performance to assess the reasonableness of the cash flow forecast. We also assessed the adequacy of the disclosures related to the result of impairment test and assumption's sensitivity in Notes 4 and 6 to the consolidated financial statements.
10
Revenue Recognition
The primary source of income of the Company is derived from sale of OEM-compatible imaging consumables and supplies, such as toner cartridges and drum gears for office equipment. Based on the varying contract terms in different distribution channels and sales models, it is significant to determine the timing when the control of goods is transferred and performance obligation is satisfied for the parent company only financial statements. We identified revenue recognition as a key audit matter. Our audit procedures include, but are not limited to, understanding and testing the effectiveness of internal controls related to revenue recognition in the sales cycle; selecting samples to perform the test of details of the sales transactions; reviewing the performance obligations of the orders or contracts and confirming the timing of performance obligations satisfaction against the related supporting documents to verify the correctness of the timing of revenue recognition; performing the cut-off testing for periods before and after the balance sheet date; and conducting analytical procedures for goods sold based on product types, regions, monthly sales revenue, and gross margin. We also considered the appropriateness of the disclosure of operating revenue in Note 6 to the parent company only financial statements.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of 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 the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
11
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 2025 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Huang, Yu-Ting
Lai, Shu-Chen
Ernst & Young, Taiwan
March 13, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| As of December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Assets | Notes | Amount | % | Amount | % |
| Current assets | |||||
| Cash and cash equivalents | 4, 6(1) | $223,371 | 4 | $133,043 | 2 |
| Financial assets measured at amortized cost, current | 8 | 1,809 | - | 1,805 | - |
| Notes receivable, net | 6(2) | 56 | - | 56 | - |
| Accounts receivable, net | 6(2) | 89,969 | 2 | 116,730 | 2 |
| Accounts receivable - related parties, net | 6(2), 7 | 182,850 | 3 | 290,299 | 4 |
| Other receivable | 7 | 5,337 | - | 5,705 | - |
| Inventories | 4, 6(3) | 181,563 | 4 | 204,994 | 3 |
| Prepayments | 8,876 | - | 10,037 | - | |
| Total current assets | 693,831 | 13 | 762,669 | 11 | |
| Non-current assets | |||||
| Investments accounted for using the equity method | 4, 6(4) | 3,125,901 | 60 | 4,761,629 | 68 |
| Property, plant and equipment | 4, 6(5), 8 | 1,064,483 | 20 | 1,069,334 | 15 |
| Right-of-use assets | 4, 6(14) | 8,213 | - | 10,126 | - |
| Investment property, net | 4, 6(6) | 298,154 | 6 | 306,033 | 5 |
| Intangible assets | 4, 6(7) | 33,608 | 1 | 45,630 | 1 |
| Deferred tax assets | 4, 6(18) | 12,539 | - | 11,793 | - |
| Other non-current assets | 10,454 | - | 15,693 | - | |
| Total non-current assets | 4,553,352 | 87 | 6,220,238 | 89 | |
| Total assets | $5,247,183 | 100 | $6,982,907 | 100 |
(The accompanying notes are an integral part of the parent company only financial statements)
(continued)
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| As of December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Liabilities and Equity | Notes | Amount | % | Amount | % |
| Current liabilities | |||||
| Short-term loans | 4,6(8),7 | $1,675,000 | 32 | $1,810,000 | 26 |
| Financial liabilities at fair value through profit or loss, current | 4,12 | 113 | - | 895 | - |
| Contract liabilities, current | 4,6(13) | 7,023 | - | 5,905 | - |
| Notes payable | - | - | 103 | - | |
| Accounts payable | 68,580 | 1 | 80,725 | 1 | |
| Accounts payable - related parties | 7 | 1,350 | - | 3,659 | - |
| Other payables | 6(9),7 | 94,701 | 2 | 141,451 | 2 |
| Current tax liabilities | 4 | 1,835 | - | 59,947 | 1 |
| Lease liabilities, current | 4,6(14) | 2,446 | - | 2,665 | - |
| Current portion of long-term loans | 4,6(10) | 80,000 | 2 | 80,000 | 1 |
| Other current liabilities | 2,253 | - | 2,428 | - | |
| Total current liabilities | 1,933,301 | 37 | 2,187,778 | 31 | |
| Non-current liabilities | |||||
| Long-term loans | 4,6(10) | 480,000 | 9 | 260,000 | 4 |
| Deferred tax liabilities | 4,6(18) | 6,158 | - | 88,936 | 1 |
| Lease liabilities, non-current | 4,6(14) | 5,230 | - | 7,638 | - |
| Other non-current liabilities | 4,6(11) | 51,868 | 1 | 66,581 | 1 |
| Total non-current liabilities | 543,256 | 10 | 423,155 | 6 | |
| Total liabilities | 2,476,557 | 47 | 2,610,933 | 37 | |
| Equity | |||||
| Capital | 6(12) | ||||
| Common stock | 1,275,887 | 24 | 1,275,887 | 18 | |
| Additional paid-in capital | 6(12) | 1,213,799 | 23 | 1,213,799 | 17 |
| Retained earnings | 6(12) | ||||
| Legal reserve | 664,623 | 13 | 626,391 | 9 | |
| (Accumulated deficit) Unappropriated earnings | (548,479) | (10) | 1,019,163 | 15 | |
| Total retained earnings | 116,144 | 3 | 1,645,554 | 24 | |
| Other components of equity | |||||
| Exchange differences on translation of foreign operations | 182,657 | 3 | 255,366 | 4 | |
| Unrealized gains or losses from financial assets measured at fair value through other comprehensive income | (17,903) | - | (18,601) | - | |
| Gains or losses on hedging instruments | 42 | - | (31) | - | |
| Total other components of equity | 164,796 | 3 | 236,734 | 4 | |
| Total equity | 2,770,626 | 53 | 4,371,974 | 63 | |
| Total liabilities and equity | $5,247,183 | 100 | $6,982,907 | 100 |
(The accompanying notes are an integral part of the parent company only financial statements)
14
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the Years Ended December 31, | ||||
|---|---|---|---|---|---|
| 2025 | % | 2024 | % | ||
| Operating revenues | 4, 6(13), 7 | $1,252,742 | 100 | $1,537,537 | 100 |
| Operating costs | 6(3), (15), 7 | (781,457) | (62) | (859,823) | (56) |
| Gross profit from operations | 471,285 | 38 | 677,714 | 44 | |
| Unrealized gross profit | (89,078) | (7) | (129,857) | (8) | |
| Realized gross profit | 129,857 | 10 | 63,297 | 4 | |
| Net gross profit | 512,064 | 41 | 611,154 | 40 | |
| Operating expenses | 6(15) | ||||
| Selling and marketing expenses | (72,251) | (6) | (81,967) | (5) | |
| General and administrative expenses | (151,597) | (12) | (176,898) | (12) | |
| Research and development expenses | (62,214) | (5) | (68,691) | (5) | |
| Expected credit impairment losses | 6(2) | (376) | - | (1,037) | - |
| Total operating expenses | (286,438) | (23) | (328,593) | (22) | |
| Operating Income | 225,626 | 18 | 282,561 | 18 | |
| Non-operating income and expenses | 6(16), 7 | ||||
| Interest income | 828 | - | 938 | - | |
| Other income | 92,194 | 7 | 88,508 | 6 | |
| Other gains and losses | (23,931) | (2) | 24,982 | 2 | |
| Finance costs | (42,824) | (3) | (37,984) | (2) | |
| Share of profit or loss of associates and joint ventures accounted for using the equity method | 6(4) | (1,470,208) | (117) | 109,346 | 7 |
| Total non-operating income and expenses | (1,443,941) | (115) | 185,790 | 13 | |
| (Loss) Income from continuing operations before income tax | (1,218,315) | (97) | 468,351 | 31 | |
| Income tax expense | 4, 6(18) | (1,734) | - | (101,203) | (7) |
| Net (loss) income | (1,220,049) | (97) | 367,148 | 24 | |
| Other comprehensive income (loss) | 6(17), (18) | ||||
| Items that may not be reclassified subsequently to profit or loss | |||||
| Remeasurements of defined benefit plans | 12,014 | 1 | 18,964 | 1 | |
| Unrealized gains or losses from investments in equity instruments measured at fair value through other comprehensive income | 698 | - | (4,609) | - | |
| Income tax related to items that may not be reclassified subsequently | (2,403) | - | (3,793) | - | |
| Items that may be reclassified subsequently to profit or loss | |||||
| Exchange differences on translation of foreign operations | (116,783) | (10) | 185,598 | 12 | |
| Gains or losses on hedging instruments | 73 | - | 728 | - | |
| Income tax related to items that may be reclassified subsequently | 44,074 | 4 | (24,607) | (2) | |
| Total other comprehensive income (loss), net of income tax | (62,327) | (5) | 172,281 | 11 | |
| Total comprehensive income | $(1,282,376) | (102) | $539,429 | 35 | |
| (Losses) Earnings per share (NTD) | 4, 6(19) | ||||
| (Losses) Earnings per share-basic | $(9.56) | $2.88 | |||
| (Losses) Earnings per share-diluted | $(9.56) | $2.85 |
(The accompanying notes are an integral part of the parent company only financial statements)
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Other Components of Equity | Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings (Accumulated deficit) | Exchange Differences on Translation of Foreign Operations | Unrealized Gains or Losses from Financial Assets Measured at Fair Value through Other Comprehensive Income | Gains or Losses on Hedging Instruments | ||||
| Balance as of January 1, 2024 | $1,275,887 | $1,213,799 | $582,539 | $114,265 | $885,403 | $94,375 | $(13,992) | $(759) | $4,151,517 |
| Appropriations and distributions of earnings, 2023: | 43,852 | (43,852) | - | ||||||
| Legal reserve | (318,972) | (318,972) | |||||||
| Cash dividends | (114,265) | 114,265 | - | ||||||
| Reversal of Special Reserve | 367,148 | 367,148 | |||||||
| Net income in 2024 | 15,171 | 160,991 | (4,609) | 728 | 172,281 | ||||
| Other comprehensive income (loss), net of income tax in 2024 | |||||||||
| Total comprehensive income (loss) | - | - | - | - | 382,319 | 160,991 | (4,609) | 728 | 539,429 |
| Balance as of December 31, 2024 | $1,275,887 | $1,213,799 | $626,391 | $- | $1,019,163 | $255,366 | $(18,601) | $(31) | $4,371,974 |
| Balance as of January 1, 2025 | $1,275,887 | $1,213,799 | $626,391 | $- | $1,019,163 | $255,366 | $(18,601) | $(31) | $4,371,974 |
| Appropriations and distributions of earnings, 2024: | 38,232 | (38,232) | - | ||||||
| Legal reserve | (318,972) | (318,972) | |||||||
| Cash dividends | (1,220,049) | (1,220,049) | |||||||
| Net loss in 2025 | 9,611 | (72,709) | 698 | 73 | (62,327) | ||||
| Other comprehensive income (loss), net of income tax in 2025 | |||||||||
| Total comprehensive income (loss) | - | - | - | - | (1,210,438) | (72,709) | 698 | 73 | (1,282,376) |
| Balance as of December 31, 2025 | $1,275,887 | $1,213,799 | $664,623 | $- | $(548,479) | $182,657 | $(17,903) | 842 | $2,770,626 |
(The accompanying notes are an integral part of the parent company only financial statements)
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the Years Ended December 31, | For the Years Ended December 31, | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| Cash flows from operating activities: | Cash flows from investing activities: | ||||
| Net (loss) income before tax | $(1,218,315) | $468,351 | Acquisition of financial assets measured at amortized cost | (4) | (3) |
| Adjustments to reconcile net income before tax to net cash provided by (used in) operating activities: | Return of capital from capital reduction of inventees accounted for using the equity method | 67,709 | 135,000 | ||
| Depreciation | 75,107 | 65,423 | Acquisition of property, plant and equipment | (48,501) | (170,900) |
| Amortization | 11,728 | 12,982 | Proceeds from disposal of property, plant and equipment | 52 | 80 |
| Expected credit impairment losses | 376 | 1,037 | Increase in refundable deposits | (5) | (2) |
| Net (gain) loss on financial assets at fair value through profit or loss | (782) | 895 | Acquisition of intangible assets | (103) | (5,426) |
| Financial costs | 42,824 | 37,984 | Increase in prepayments for equipment | (6,675) | (10,115) |
| Interest income | (828) | (938) | Dividends received | 22,578 | - |
| Share of loss (profit) of subsidiaries, associates and joint ventures | 1,470,208 | (109,346) | Net cash generated from (used in) investing activities | 35,051 | (51,366) |
| Gain on disposal of property, plant and equipment | (22) | (42) | Cash flows from financing activities: | ||
| Loss on disposal of intangible assets | 1,146 | - | Increase in short-term loans | 6,320,100 | 7,908,000 |
| (Gain from price recovery of inventories) loss on market price decline, obsolete and slow-moving inventories | (1,182) | 664 | Decrease in short-term loans | (6,455,100) | (8,053,000) |
| Net unrealized gross (profit) loss | (40,779) | 66,560 | Increase in short term notes and bills payable | 260,155 | 630,775 |
| Changes in operating assets and liabilities: | Proceeds from long-term debt | 300,000 | 431,250 | ||
| Decrease in notes receivable | - | 26 | Repayments of long-term debt | (80,000) | (262,500) |
| Decrease (increase) in accounts receivable | 133,834 | (97,527) | Increase in guaranteed deposits received | - | 31,000 |
| Decrease (increase) in other receivables | 368 | (463) | Payments of lease liabilities | (3,500) | (2,164) |
| Decrease (increase) in inventories | 24,613 | (23,954) | Cash dividends paid | (318,972) | (318,972) |
| Decrease in prepayments | 1,161 | 1,221 | Net cash used in financing activities | (237,472) | (346,357) |
| Increase in contract liabilities | 1,118 | 222 | Net increase (decrease) in cash and cash equivalents | 90,328 | (42,857) |
| (Decrease) increase in notes payable | (103) | 103 | Cash and cash equivalents at beginning of period | 133,043 | 175,900 |
| (Decrease) increase in accounts payable | (14,454) | 10,809 | Cash and cash equivalents at end of period | $223,371 | $133,043 |
| (Decrease) increase in other payables | (47,335) | 13,658 | |||
| (Decrease) increase in other current liabilities | (175) | 274 | |||
| Decrease in defined benefit liabilities | (2,699) | (1,519) | |||
| Cash generated from operations | 435,809 | 446,420 | |||
| Interest received | 828 | 937 | |||
| Interest paid | (42,189) | (38,202) | |||
| Income tax paid | (101,699) | (54,299) | |||
| Net cash generated from operating activities | 292,749 | 354,866 |
(The accompanying notes are an integral part of the parent company only financial statements)
Attachment 4
REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of GENERAL PLASTIC INDUSTRIAL CO., LTD. as of and for the year ended December 31, 2025, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10 "Consolidated Financial Statements". In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, GENERAL PLASTIC INDUSTRIAL CO., LTD. and subsidiaries do not prepare a separate set of combined financial statements.
Hereby certified.
GENERAL PLASTIC INDUSTRIAL CO., LTD.
Wang, Kuo-Ying
Chairman
March 13, 2026
19
Independent Auditors' Report Translated from Chinese
To GENERAL PLASTIC INDUSTRIAL CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of GENERAL PLASTIC INDUSTRIAL CO., LTD. and its subsidiaries (the "Group") as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together "the consolidated financial statements").
In our opinion, the consolidated financial statements referred to above 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 cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 2025 consolidated financial statements. 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.
20
Inventory Valuation
As of December 31, 2025, the amount of net inventories of the Group was NTD1,226,581 thousand, which represented 19% of the total consolidated assets and was significant to the financial statements. The Group specializes in manufacturing and selling toner cartridges of photocopiers, laser printers and OPC Drum Gears. The determination of the provisions for obsolete inventories involved a high level of management judgment, and were subject to uncertainty due to product diversity. Furthermore, the cost of inventory included direct labor, raw material, and overhead, and the calculation and allocation were complex. Also, the allocation basis could have a material impact on the financial statements. As such, we determined this to be a key audit matter. Our audit procedures included, but were not limited to, understanding and testing the design and operating effectiveness of internal control over inventory cost and allowance for inventory; assessing the appropriateness of the policy of provision for excess and obsolete inventory by testing the accuracy of inventory ageing and analyzing movement of the ageing, analyzing the difference between the policy of the current year and the prior year, and analyzing the difference between the historical provisions and the actual write-off amount; performing inventory price testing to verify the allocation of cost, direct labor, and overhead is reasonable; verifying that inventories were valued at the lower of cost or net realizable value by comparing the book value of inventories at the balance sheet date with recent sales price on selected samples; verifying the existence and completeness of inventories by tracing items on the final inventory listing to the physical inventory compilation; attending inventory counts to understand the status of the inventories and evaluate the appropriateness of the excess and obsolescence provision. We also considered the appropriateness of the disclosure of inventory in Note 6 to the parent company only financial statements.
Goodwill impairment
As of December 31, 2025, the Group recognized goodwill impairment loss amounting to NTD 1,054,384 thousand. The Company performed impairment testing on the cash-generating units according to the International Financial Reporting Standards. Because the carrying amounts of goodwill impairment loss were significant to the Group, the determination of value in use was complex, as it involved significant management judgment when making assumptions about cash flow forecasts. We identified goodwill impairment as a key audit matter. Our audit procedures include, but are not limited to, evaluating whether the components of the cash-generating units have significantly changed, including analyzing the sales model and regions involved; evaluating the management's assessment approaches and assumptions of value in use; evaluating the reasonableness of key assumptions used by management, such as growth rates, discount rates, gross margin, and evaluating the reasonableness of key components of discount rates, such as cost of equity, company-specific risk premium and market risk premium by comparing them to other companies of similar size with the cash-generating units; interviewing management and assessing the reasonableness of assumptions used in their financial forecast, such as cash flows, gross margin, growth rates, the overall market and economic conditions; comparing the actual financials to date with previously forecast financials and analyzing the Group's historical data and performance to assess the reasonableness of the cash flow forecast. We also assessed the adequacy of the disclosures related to the result of impairment test and assumption's sensitivity in Notes 4 and 6 to the consolidated financial statements.
21
Revenue Recognition
The primary source of income of the Group is derived from sale of OEM-compatible imaging consumables and supplies, such as toner cartridges and drum gears for office equipment. Based on the varying contract terms in different distribution channels and sales models, it is significant to determine the timing when the control of goods is transferred and performance obligation is satisfied for the consolidated financial statements. We identified revenue recognition as a key audit matter. Our audit procedures include, but are not limited to, understanding and testing the effectiveness of internal controls related to revenue recognition in the sales cycle; selecting samples to perform the test of details of the sales transactions; reviewing the performance obligations of the orders or contracts and confirming the timing of performance obligation satisfaction against the related supporting documents to verify the correctness of the timing of revenue recognition; performing the cut-off testing for periods before and after the balance sheet date; and conducting analytical procedures for goods sold based on product types, regions, monthly sales revenue, and gross margin. We also considered the appropriateness of the disclosure of operating revenue in Note 6 to the consolidated financial statements.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern, of the Group 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 financial reporting process of the Group.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
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 internal control of the Group.
-
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 ability to continue as a going concern of the Group. 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 accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the 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.
22
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 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Others
We have audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
Huang, Yu Ting
Lai, Shu Chen
Ernst & Young, Taiwan
March 13, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| As of December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Assets | Notes | Amount | % | Amount | % |
| Current assets | |||||
| Cash and cash equivalents | 4, 6(1) | $688,261 | 11 | $888,081 | 10 |
| Financial assets at fair value through profit or loss, current | 4, 6(2) | 546,154 | 8 | 469,413 | 6 |
| Financial assets measured at amortized cost, current | 4, 6(3), 8 | 4,843 | - | 32,249 | - |
| Financial assets for hedging, current | 4, 12 | 57 | - | - | - |
| Notes receivable, net | 6(4) | 211 | - | 696 | - |
| Accounts receivable, net | 6(4) | 759,847 | 12 | 802,824 | 9 |
| Other receivables | 64,657 | 1 | 65,216 | 1 | |
| Current tax assets | 4 | 14,669 | - | 12,629 | - |
| Inventories | 4, 6(5) | 1,226,581 | 19 | 1,360,033 | 16 |
| Prepayments | 56,093 | 1 | 56,916 | 1 | |
| Other current assets | 205 | - | 98 | - | |
| Total current assets | 3,361,578 | 52 | 3,688,155 | 43 | |
| Non-current assets | |||||
| Financial assets at fair value through other comprehensive income, non-current | 4, 6(6) | 101,341 | 2 | 105,717 | 1 |
| Financial assets measured at amortized cost, non-current | 4, 6(3), 8 | 9,602 | - | 8,871 | - |
| Property, plant and equipment | 4, 6(7), 8 | 2,006,503 | 31 | 2,083,013 | 24 |
| Right-of-use assets | 4, 6(19) | 384,555 | 6 | 448,913 | 5 |
| Investment property, net | 4, 6(8) | 360,062 | 6 | 384,883 | 4 |
| Intangible assets | 4, 6(9) | 85,047 | 1 | 483,762 | 6 |
| Goodwill | 4, 6(10) | - | - | 1,110,475 | 13 |
| Deferred tax assets | 4, 6(23) | 77,070 | 1 | 279,665 | 3 |
| Other non-current assets | 66,236 | 1 | 60,989 | 1 | |
| Total non-current assets | 3,090,416 | 48 | 4,966,288 | 57 | |
| Total assets | $6,451,994 | 100 | $8,654,443 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements)
(continued)
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| As of December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Liabilities and Equity | Notes | Amount | % | Amount | % |
| Current liabilities | |||||
| Short-term loans | 4, 6(11) | $1,685,000 | 26 | $1,820,000 | 21 |
| Short-term notes and bills payable | 4, 6(12) | 19,949 | 1 | 20,935 | - |
| Financial liabilities at fair value through profit or loss, current | 4, 12 | 113 | - | 895 | - |
| Financial liabilities for hedging, current | 4, 12 | - | - | 42 | - |
| Contract liabilities, current | 6(18) | 12,987 | - | 10,936 | - |
| Notes payable | 66 | - | 799 | - | |
| Accounts payable | 457,732 | 7 | 655,352 | 8 | |
| Other payables | 6(13), 11 | 416,136 | 7 | 458,263 | 5 |
| Current tax liabilities | 4 | 20,347 | - | 168,663 | 2 |
| Provisions, current | 4, 6(14) | 12,197 | - | 11,098 | - |
| Lease liabilities, current | 4, 6(19) | 140,874 | 2 | 98,163 | 1 |
| Current portion of long-term loans | 4, 6(15) | 80,000 | 1 | 80,000 | 1 |
| Other current liabilities | 2,551 | - | 2,743 | - | |
| Total current liabilities | 2,847,952 | 44 | 3,327,889 | 38 | |
| Non-current liabilities | |||||
| Contract liabilities, non-current | 4, 6(18) | 636 | - | - | - |
| Long-term loans | 4, 6(15) | 480,000 | 8 | 260,000 | 3 |
| Provisions, non-current | 4, 6(14) | 25,826 | - | 21,603 | - |
| Deferred tax liabilities | 4, 6(23) | 6,158 | - | 240,346 | 3 |
| Lease liabilities, non-current | 4, 6(19) | 293,581 | 5 | 396,649 | 5 |
| Net defined benefit liabilities, non-current | 4, 6(16) | 20,868 | - | 35,581 | - |
| Other non-current liabilities | 6,347 | - | 401 | - | |
| Total non-current liabilities | 833,416 | 13 | 954,580 | 11 | |
| Total liabilities | 3,681,368 | 57 | 4,282,469 | 49 | |
| Equity attributable to the parent company | |||||
| Capital | |||||
| Common stock | 6(17) | 1,275,887 | 20 | 1,275,887 | 15 |
| Additional paid-in capital | 6(17) | 1,213,799 | 19 | 1,213,799 | 14 |
| Retained earnings | 6(17) | ||||
| Legal reserve | 664,623 | 10 | 626,391 | 7 | |
| (Accumulated deficit) Unappropriated earnings | (548,479) | (9) | 1,019,163 | 12 | |
| Total retained earnings | 116,144 | 1 | 1,645,554 | 19 | |
| Other components of equity | |||||
| Exchange differences on translation of foreign operations | 182,657 | 3 | 255,366 | 3 | |
| Unrealized gains or losses from financial assets measured at fair value through other comprehensive income | (17,903) | - | (18,601) | - | |
| Gains or losses on hedging instruments | 42 | - | (31) | - | |
| Total other components of equity | 164,796 | 3 | 236,734 | 3 | |
| Total equity | 2,770,626 | 43 | 4,371,974 | 51 | |
| Total liabilities and equity | $6,451,994 | 100 | $8,654,443 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements)
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the Years Ended December 31, | ||||
|---|---|---|---|---|---|
| 2025 | % | 2024 | % | ||
| Operating revenues | 4, 6(18), 7 | $5,250,714 | 100 | $5,510,033 | 100 |
| Operating costs | 6(5), 6(20), 11 | (3,218,652) | (61) | (3,219,873) | (58) |
| Gross profit from operations | 2,032,062 | 39 | 2,290,160 | 42 | |
| Operating expenses | 6(20) | ||||
| Selling and marketing expenses | (721,223) | (14) | (680,089) | (12) | |
| General and administrative expenses | (1,021,961) | (19) | (1,070,170) | (20) | |
| Research and development expenses | (147,798) | (3) | (163,430) | (3) | |
| Expected credit impairment losses | 6(4) | (2,082) | - | (2,410) | - |
| Total operating expenses | (1,893,064) | (36) | (1,916,099) | (35) | |
| Operating Income | 138,998 | 3 | 374,061 | 7 | |
| Non-operating income and expenses | 6(21) | ||||
| Interest income | 38,540 | 1 | 47,406 | 1 | |
| Other income | 18,927 | - | 29,488 | 1 | |
| Other gains and losses | (1,352,947) | (26) | (32,558) | (1) | |
| Finance costs | (60,359) | (1) | (60,516) | (1) | |
| Total non-operating income and expenses | (1,355,839) | (26) | (16,180) | - | |
| (Loss) Income from continuing operations before income tax | (1,216,841) | (23) | 357,881 | 7 | |
| Income tax (expense) income | 4, 6(23) | (3,208) | - | 9,267 | - |
| Net (loss) income | (1,220,049) | (23) | 367,148 | 7 | |
| Other comprehensive (loss) income | |||||
| Items that may not be reclassified subsequently to profit or loss | 6(22), 6(23) | ||||
| Remeasurements of defined benefit plans | 12,014 | - | 18,964 | - | |
| Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 698 | - | (4,609) | - | |
| Income tax related to items that may not be reclassified subsequently | (2,403) | - | (3,793) | - | |
| Items that may be reclassified subsequently to profit or loss | |||||
| Exchange differences on translation of foreign operations | (116,783) | (2) | 185,598 | 3 | |
| Gains or losses on hedging instruments | 73 | - | 728 | - | |
| Income tax related to items that may be reclassified subsequently | 44,074 | 1 | (24,607) | - | |
| Total other comprehensive (loss) income, net of income tax | (62,327) | (1) | 172,281 | 3 | |
| Total comprehensive (loss) income | ($1,282,376) | (24) | $539,429 | 10 | |
| Net (loss) income attributable to: | |||||
| Stockholders of the parent | $(1,220,049) | $367,148 | |||
| Non-controlling interests | - | - | |||
| ($1,220,049) | $367,148 | ||||
| Comprehensive (loss) income attributable to: | |||||
| Stockholder of the parent | $(1,282,376) | $539,429 | |||
| Non-controlling interests | - | - | |||
| ($1,282,376) | $539,429 | ||||
| (Losses) Earnings per share (NTD) | 4, 6(24) | ||||
| (Losses) Earnings per share-basic | $(9.56) | $2.88 | |||
| (Losses) Earnings per share-diluted | $(9.56) | $2.85 |
(The accompanying notes are an integral part of the consolidated financial statements)
26
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | Total Equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Additional Paid-in Capital | Retained Earnings | Other Components of Equity | ||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of Foreign Operations | Unrealized Gains or Losses from Financial Assets Measured at Fair Value through Other Comprehensive Income | Gains or Losses on Hedging Instruments | ||||
| Balance as of January 1, 2024 | $1,275,887 | $1,213,799 | $582,539 | $114,265 | $885,403 | $94,375 | $(13,992) | $(759) | $4,151,517 |
| Appropriations and distributions of earnings, 2023: | 43,852 | (43,852) | - | ||||||
| Legal reserve | (318,972) | (318,972) | |||||||
| Cash dividends | (114,265) | 114,265 | - | ||||||
| Reversal of special reserve | 367,148 | 367,148 | |||||||
| Net income in 2024 | 15,171 | 160,991 | (4,609) | 728 | 172,281 | ||||
| Other comprehensive income (loss), net of income tax in 2024 | 382,319 | 160,991 | (4,609) | 728 | 539,429 | ||||
| Total comprehensive income (loss) | $1,019,163 | $255,366 | $(18,601) | $(31) | $4,371,974 | ||||
| Balance as of December 31, 2024 | $1,275,887 | $1,213,799 | $626,391 | $- | $1,019,163 | $255,366 | $(18,601) | $(31) | $4,371,974 |
| Balance as of January 1, 2025 | $1,275,887 | $1,213,799 | $626,391 | $- | $1,019,163 | - | |||
| Appropriations and distributions of earnings, 2024: | 38,232 | (38,232) | (318,972) | ||||||
| Legal reserve | (318,972) | (1,220,049) | |||||||
| Cash dividends | (1,220,049) | (62,327) | |||||||
| Net loss in 2025 | 9,611 | (72,709) | 698 | 73 | |||||
| Other comprehensive income (loss), net of income tax in 2025 | 9,611 | (72,709) | 698 | 73 | |||||
| Total comprehensive income (loss) | $1,213,799 | $182,657 | $(17,903) | $42 | $2,770,626 | ||||
| Balance as of December 31, 2025 | $1,275,887 | $1,213,799 | $664,623 | $- | $1,548,479 | $182,657 | $(17,903) | $42 | $2,770,626 |
(The accompanying notes are an integral part of the consolidated financial statements)
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
GENERAL PLASTIC INDUSTRIAL CO., LTD. AND SUBMIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the Years Ended December 31, | For the Years Ended December 31, | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| Cash flows from operating activities: | Cash flows from investing activities: | ||||
| Net (loss) income before tax | $(1,216,841) | $357,881 | Acquisition of financial assets measured at amortized cost | $(14,604) | $(20,269) |
| Adjustments to reconcile net income before tax to net cash provided by (used in) operating activities: | Disposal of financial assets at amortized cost | 40,922 | 47,240 | ||
| Depreciation | 230,060 | 216,446 | Acquisition of financial assets at fair value through profit or loss | (476,905) | (505,913) |
| Amortization | 102,774 | 136,749 | Disposal of financial assets at fair value through profit or loss | 377,561 | 269,798 |
| Expected credit impairment losses | 2,082 | 2,410 | Acquisition of property, plant and equipment | (72,148) | (232,621) |
| Net loss on financial assets at fair value through profit or loss | 3,305 | 6,833 | Proceeds from disposal of property, plant and equipment | 41,391 | 4,844 |
| Financial costs | 60,359 | 60,516 | Decrease in refundable deposits | (3,828) | 1,413 |
| Interest income | (38,540) | (47,406) | Acquisition of intangible assets | (18,786) | (23,256) |
| Gain on disposal of property, plant and equipment | 2,348 | (1,197) | Disposal of investment property | - | 12,829 |
| Property, plant and equipment transferred to expenses | 728 | 569 | Increase in prepayments for equipment | (6,675) | (10,115) |
| Gain on disposal of investment property | - | (1,670) | Net cash used in investing activities | (133,128) | (456,050) |
| Loss on disposal of intangible assets | 2,679 | - | Cash flows from financing activities: | ||
| Loss on market price decline, obsolete and slow-moving inventories | 28,715 | 21,135 | Increase in short-term loans | 6,340,100 | 7,935,704 |
| Impairment loss on intangible assets | 1,345,582 | - | Decrease in short-term loans | (6,475,100) | (8,083,000) |
| Profit from lease modification | (59) | - | Increase in short term notes and bills payable | 382,680 | 757,303 |
| Changes in operating assets and liabilities: | Decrease in short term notes and bills payable | (383,666) | (837,266) | ||
| Decrease in accounts receivable and notes receivable | 12,294 | 50,902 | Increase in guaranteed deposits received | 300,000 | 431,250 |
| (Increase) decrease in other receivables | (7,654) | 23,581 | Repayments of long-term debt | (80,000) | (262,500) |
| Decrease (increase) decrease in inventories | 50,654 | (356,836) | Increase (decrease) in guaranteed deposits received | 6,043 | (6,729) |
| (Increase) decrease in prepayments | (898) | 2,578 | Payments of lease liabilities | (100,866) | (96,162) |
| Increase in other current assets | (107) | (24) | Cash dividends paid | (318,972) | (318,972) |
| (Increase) decrease in other non-current assets | (9,665) | 4,898 | Net cash used in financing activities | (329,781) | (480,372) |
| Decrease in derivative financial liability for hedging, current | (40) | (1,025) | Effect of exchange rate changes on cash and cash equivalents | 56,851 | (40,438) |
| Increase in contract liabilities | 2,679 | 1,691 | Net decrease in cash and cash equivalents | (199,820) | (458,472) |
| (Decrease) increase in notes payable | (733) | 56 | Cash and cash equivalents at beginning of period | 888,081 | 1,346,553 |
| (Decrease) increase in accounts payable | (158,435) | 159,310 | Cash and cash equivalents at end of period | $688,261 | $888,081 |
| Decrease in other payables | (29,537) | (2,983) | |||
| Increase (decrease) in provisions | 6,612 | (6,214) | |||
| (Decrease) increase in other current liabilities | (192) | 113 | |||
| Decrease in other non-current liabilities | (142) | (58) | |||
| Decrease in defined benefit liabilities | (2,699) | (1,519) | |||
| Cash generated from operations | 385,329 | 626,736 | |||
| Interest received | 39,181 | 48,238 | |||
| Interest paid | (59,832) | (60,479) | |||
| Income tax paid | (158,440) | (96,107) | |||
| Net cash generated from operating activities | 206,238 | 518,388 |
(The accompanying notes are an integral part of the consolidated financial statements)
Attachment 5
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Year 2025
Deficit Compensation Table
Unit: NT$
| Item | Amount | Note |
|---|---|---|
| Beginning unappropriated retained earnings | 661,958,998 | |
| Other comprehensive income for 2025 – Remeasurement of defined benefit plans | 9,610,869 | |
| Net loss after tax for 2025 | (1,220,048,605) | |
| Subtotal of accumulated deficits to be compensated | (548,478,738) | |
| Compensation Items | ||
| Legal reserve appropriated to offset deficits | (548,478,738) | |
| Ending accumulated deficits | 0 |
Chairman: Wang, Kuo-Ying
President: Wang, Jui-Chi
Chief Accounting Officer: Huang, Ching-Hung
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Attachment 6
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Comparison Table of Amendments to the Regulations Governing the Acquisition and Disposal of Assets
| Article | Before Amendment | After Amendment | Description |
|---|---|---|---|
| Article 9 | Procedures for Acquisition or Disposal of Securities Investments | ||
| 1. Evaluation and Operating Procedures | |||
| The acquisition or disposal of the Company’s long-term and short-term securities investments shall be conducted in accordance with the Company’s internal control system under the “Investment Cycle.” Prior to the date of occurrence of the event, the most recent financial statements of the target company audited, reviewed, or examined by a certified public accountant shall be obtained as a reference for evaluating the transaction price. | |||
| 2. Procedures for Determining Transaction Terms and Authorization Limits | |||
| (1) Long-term investments | |||
| The responsible unit shall submit an evaluation and analysis report regarding the proposed acquisition or disposal of assets, including the reasons for the transaction, analysis of the target asset, counterparty information, and pricing references, for approval by the President. | |||
| Transactions amounting to NT$100 million or less shall also be approved by the Chairperson and subsequently reported to the nearest Board meeting. Transactions exceeding NT$100 million shall additionally require approval by the Board of Directors before proceeding. | |||
| (2) Short-term investments | |||
| The responsible unit shall submit an evaluation and analysis report regarding the proposed acquisition or disposal of assets, including the reasons for the transaction, analysis of the target asset, counterparty information, and pricing references, for approval by the President and the Chairperson before proceeding. | Procedures for Acquisition or Disposal of Securities Investments | ||
| 1. Evaluation and Operating Procedures | |||
| The acquisition or disposal of the Company’s long-term and short-term securities investments shall be conducted in accordance with the Company’s internal control system under the “Investment Cycle.” Prior to the date of occurrence of the event, the most recent financial statements of the target company audited, reviewed, or examined by a certified public accountant shall be obtained as a reference for evaluating the transaction price. | |||
| 2. Procedures for Determining Transaction Terms and Authorization Limits | |||
| (1) Long-term equity investments accounted for using the equity method | |||
| The responsible unit shall submit an evaluation and analysis report regarding the proposed acquisition or disposal of assets, including the reasons for the transaction, analysis of the target asset, counterparty information, and pricing references, for approval by the President and the Chairperson, and the transaction shall additionally require approval by the Board of Directors before proceeding. | |||
| (2) Short-term investments | |||
| The responsible unit shall submit an evaluation and analysis report regarding the proposed acquisition or disposal of assets, including the reasons for the transaction, analysis of the target asset, counterparty information, and pricing references, for approval by the President and the Chairperson before proceeding. | The authorization limits for long-term equity investments accounted for using the equity method were adjusted in accordance with practical operational requirements. |
Attachment 7
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Comparison Table of Amendments to the Procedures for Endorsement and Guarantee
| Article | Before Amendment | After Amendment | Description |
|---|---|---|---|
| Article 4 | Limits and Authorization Levels for Endorsements and Guarantees | ||
| 4. Any endorsement or guarantee provided by the Company shall first be approved by the Board of Directors before implementation. However, to meet timeliness requirements, the Board of Directors may authorize the Chairperson to make decisions in advance for amounts within 5% of the Company’s net worth, with such actions subsequently submitted to the next Board meeting for ratification. When providing endorsements or guarantees for others, the opinions of each independent director shall be fully considered, and any explicit opinions of consent or objection and the reasons for objection shall be recorded in the minutes of the Board meeting. | Limits and Authorization Levels for Endorsements and Guarantees | ||
| 4. Any endorsement or guarantee provided by the Company shall first be approved by the Board of Directors before implementation. However, to meet timeliness requirements, the Board of Directors may authorize the Chairperson to make decisions in advance for amounts within 10% of the Company’s net worth, with such actions subsequently submitted to the next Board meeting for ratification. When providing endorsements or guarantees for others, the opinions of each independent director shall be fully considered, and any explicit opinions of consent or objection and the reasons for objection shall be recorded in the minutes of the Board meeting. | Adjustment of the authorization limit delegated by the Board of Directors to the Chairperson for advance approval of endorsements and guarantees. | ||
| Article 5 | Procedures for Handling Endorsements and Guarantees | ||
| 1. When the Company handles endorsement or guarantee matters, the endorsed/guaranteed company shall provide basic information and financial information and submit a written application to the Company’s finance department. The finance department shall conduct credit investigations and risk assessments regarding the endorsed/guaranteed company and prepare records accordingly. Relevant details of the endorsement or guarantee, reasons therefor, and the results of the risk assessment shall be specified in the “Application/Cancellation Form for Endorsement and Guarantee” and submitted to the Chairperson for approval, followed by submission to the Board of Directors for discussion and approval. If the cumulative balance of endorsements and guarantees at the time does not | Procedures for Handling Endorsements and Guarantees | ||
| 1. When the Company handles endorsement or guarantee matters, the endorsed/guaranteed company shall provide basic information and financial information and submit a written application to the Company’s finance department. The finance department shall conduct credit investigations and risk assessments regarding the endorsed/guaranteed company and prepare records accordingly. Relevant details of the endorsement or guarantee, reasons therefor, and the results of the risk assessment shall be specified in the application form and submitted to the Chairperson for approval, followed by submission to the Board of Directors for discussion and approval. | Adjustments and wording revisions made in accordance with actual operational practices. |
| | exceed 10% of the Company’s net worth, the matter may be approved by the Chairperson first and subsequently submitted to the Board of Directors for ratification.
2. (Omitted)
3. (Omitted)
4. If documents or instruments related to an endorsement or guarantee need to be released due to expiration, debt repayment, renewal, or replacement, the endorsed/guaranteed company shall submit an official written request together with the original endorsement or guarantee documents to the Company’s finance department. The finance department shall complete the “Application/Cancellation Form for Endorsement and Guarantee,” submit it to the Chairperson for approval, affix the “Cancelled” stamp, retain the documents together with the application letter for future reference, and record the matter in the endorsement and guarantee register. | 2. (Omitted)
3. (Omitted)
4. If documents or instruments related to an endorsement or guarantee need to be released due to expiration, debt repayment, renewal, or replacement, the endorsed/guaranteed company shall provide written notice and deliver the original endorsement or guarantee documents to the Company’s finance department. The finance department shall complete a cancellation application, submit it to the Chairperson for approval, affix the “Cancelled” stamp, retain the relevant documents for future reference, and record the matter in the endorsement and guarantee register. | |
| --- | --- | --- | --- |
| Article 10 | Control Procedures for Subsidiaries Providing Endorsements and Guarantees
1. (Omitted)
2. Subsidiaries shall prepare a statement of endorsements and guarantees provided to others for the previous month before the 10th day of each month and submit it to the parent company for review.
3. When subsidiaries provide endorsements and guarantees, they shall provide the relevant information to the parent company and proceed with the endorsement and guarantee operations after considering the opinions of the relevant personnel of the parent company.
4. Subsidiaries shall periodically report the follow-up status of endorsements and guarantees to the parent company. | Control Procedures for Subsidiaries Providing Endorsements and Guarantees
1. (Omitted)
2. Subsidiaries shall prepare a statement of endorsements and guarantees provided to others for the previous month before the 8th day of each month and submit it to the Company for review.
3. When subsidiaries provide endorsements and guarantees, they shall provide the relevant information to the Company and proceed with the endorsement and guarantee operations after considering the opinions of the relevant personnel of the Company.
4. Subsidiaries shall periodically report the follow-up status of endorsements and guarantees to the Company. | Adjustments and wording revisions made in accordance with actual operational practices. |
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Attachment 8
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Comparison Table of Amendments to the Procedures for Loans of Funds to Other
| Article | Before Amendment | After Amendment | Description |
|---|---|---|---|
| Article 4 | Limits on Total Lending Amount and Limits for Individual Borrowers | ||
| 2. For intercompany loans between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, or loans extended by such foreign companies to the Company, the aggregate amount of loans shall not exceed 200% of the Company’s net worth, and the amount of loans to any individual borrower shall not exceed 100% of the Company’s net worth. | Limits on Total Lending Amount and Limits for Individual Borrowers | ||
| 2. For intercompany loans between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, or loans extended by such foreign companies to the Company, the aggregate amount of loans shall not exceed 60% of the lending company’s net worth, and the amount of loans to any individual borrower shall not exceed 60% of the lending company’s net worth. | The calculation basis was revised to clearly define the net worth of each individual “lending company” as the basis for calculation, and the applicable percentage limits were adjusted accordingly. | ||
| Article 6 | Procedures for Lending Funds to Others | ||
| 1. For any lending of funds by the Company, the borrower shall first submit the necessary financial and guarantee information and apply in writing to the Company for a financing limit. After the application materials are reviewed and evaluated by the Company’s finance department with respect to the borrower’s business operations, financial condition, repayment ability and creditworthiness, profitability, and purpose of the loan, the credit investigation and evaluation results shall be recorded in the “Application Form for Lending Funds to Others” and submitted by the Chairperson to the Board of Directors for resolution. During deliberation, full consideration shall be given to the opinions of each independent director, and any explicit opinions of consent or objection and the reasons for objection shall be recorded in the minutes of the Board meeting. | |||
| 2. (Omitted) | |||
| 3. The “certain amount” referred to in the preceding paragraph shall not apply to intercompany loans between foreign companies in which 100% of the voting shares are | Procedures for Lending Funds to Others | ||
| 1. For any lending of funds by the Company, the borrower shall first submit the necessary financial and guarantee information and apply in writing to the Company for a financing limit. After the application materials are reviewed and evaluated by the Company’s finance department with respect to the borrower’s business operations, financial condition, repayment ability and creditworthiness, profitability, and purpose of the loan, the credit investigation and evaluation results shall be recorded in the application form and submitted by the Chairperson to the Board of Directors for resolution. During deliberation, full consideration shall be given to the opinions of each independent director, and any explicit opinions of consent or objection and the reasons for objection shall be recorded in the minutes of the Board meeting. | |||
| 2. (Omitted) | |||
| 3. The “certain amount” referred to in the preceding paragraph shall not apply to intercompany loans between foreign companies in which 100% of the voting shares are | 1. Adjustments and wording revisions made in accordance with actual operational practices. | ||
| 2. The calculation basis was revised to clearly define the net worth of each individual “lending company” as the basis for calculation. |
| which 100% of the voting shares are directly or indirectly held. However, the authorized lending amount for loans extended by the Company or its subsidiaries to any single enterprise shall not exceed 10% of the Company’s net worth as stated in the most recent financial statements. | directly and indirectly held, or loans extended by foreign companies in which the Company directly and indirectly holds 100% of the voting shares to the Company. However, the authorized lending amount for loans extended by the Company or its subsidiaries to any single enterprise shall not exceed 10% of the net worth of the lending company as stated in its most recent financial statements. | ||
|---|---|---|---|
| Article 8 | Control Procedures for Subsidiaries Lending Funds to Others | ||
| 2. Subsidiaries shall prepare a statement of lending funds to others for the previous month before the 10th day of each month and submit it to the parent company. | Control Procedures for Subsidiaries Lending Funds to Others | ||
| 2. Subsidiaries shall prepare a statement of lending funds to others for the previous month before the 8th day of each month and submit it to the parent company. | Adjustments and wording revisions made in accordance with actual operational practices. |
34
Attachment 9
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Comparison Table of Amendments to the Rules of Procedure for Shareholders Meetings
| Article | Before Amendment | After Amendment | Description |
|---|---|---|---|
| Title | Rules of Procedure for Shareholders Meetings | Rules of Procedure for Shareholders Meetings | In line with current regulatory terminology and corporate governance practices. |
| Article 2 | (Paragraphs 1 to 3 omitted) | ||
| The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company | (Paragraphs 1 to 3 omitted) | ||
| The Company shall prepare electronic versions of the shareholders meeting notice, proxy forms, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, the shareholders meeting handbook, and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of a regular shareholders meeting or at least 15 days before the date of a special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby. (The following paragraphs are omitted) | In response to the amendment to Paragraph 4, Article 6 of the “Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies,” the scope requiring disclosure of shareholders meeting handbooks and related information at least 30 days before a regular shareholders meeting has been expanded to all TWSE-listed and TPEx-listed companies. |
| and the professional shareholder services agent designated thereby. (The following paragraphs are omitted) | |||
|---|---|---|---|
| Article 12 | (Paragraphs 1 to 6 omitted) Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. (The following paragraphs are omitted) | (Paragraphs 1 to 6 omitted) Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Where a shareholders meeting involves the election of directors and the number of candidates exceeds the number of seats to be filled, a proposal for the dismissal of directors, or matters prescribed under Article 185 or Article 316 of the Company Act, Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Subparagraph 1, Paragraph 2, Article 24 or Subparagraph 1, Paragraph 2, Article 26 of the Financial Holding Company Act, the chair is advised to appoint a lawyer, certified public accountant, or notary public to act as vote monitor. Any person appointed by the chair pursuant to the preceding paragraph shall not be responsible for matters relating to the voting procedures, nor may such person be a director, managerial officer, or employee of the Company or its affiliated enterprises. Vote monitors shall supervise the voting and vote-counting processes and sign the election result statistics report. Where vote monitors are appointed pursuant to Paragraph 8, the minutes of the shareholders meeting shall record the names and titles of the vote monitors. (Subsequent paragraphs renumbered accordingly) | 1. Where a shareholders meeting involves the election of directors and the number of candidates exceeds the number of seats to be filled, a proposal for the dismissal of directors, or matters prescribed under Article 185 or Article 316 of the Company Act, Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Subparagraph 1, Paragraph 2, Article 24 or Subparagraph 1, Paragraph 2, Article 26 of the Financial Holding Company Act, the chair is advised to appoint a lawyer, certified public accountant, or notary public to act as vote monitor. 2. With reference to the Malaysian Listing Requirements, a new Paragraph 9 is added to provide that vote monitors appointed by the chair pursuant to Paragraph 8 shall possess not only professional qualifications but also independence in order to avoid disputes. In determining independence, vote monitors may not participate in matters relating to the voting procedures of the shareholders meeting, nor may they be directors, managerial officers, or employees |
| 36 |
| of the Company or its affiliated enterprises. 3. To clarify the responsibilities of general vote monitors and independent vote monitors, a new Paragraph 10 is added to specify that they shall supervise the voting and vote-counting processes at the shareholders meeting venue and sign the election result statistics report to indicate responsibility. 4. With reference to the Singapore and Hong Kong Listing Rules, a new Paragraph 11 is added to require that the names and titles of independent vote monitors appointed pursuant to Paragraph 8 be recorded in the minutes of the shareholders meeting in order to enhance transparency. | |||
|---|---|---|---|
Appendix 1
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Articles of Incorporation
Chapter I: General Provisions
Article 1: The Company is incorporated as a company limited by shares in accordance with the Company Act and is named GENERAL PLASTIC INDUSTRIAL CO., LTD.
Article 2: The business scope of the Company is as follows:
CC01110 Manufacture of Computers and Peripheral Equipment
F113050 Wholesale of Computers and Office Machinery Equipment
F213030 Retail Sale of Computers and Office Machinery Equipment
CB01020 Manufacture of Office Machinery and Equipment
F401010 International Trade
CF01011 Manufacture of Medical Devices
F108031 Wholesale of Medical Devices
F208031 Retail Sale of Medical Devices
C301010 Spinning Industry
C302010 Weaving Industry
C303010 Nonwoven Fabrics Manufacturing
CK01010 Shoe Manufacturing
C399990 Other Textile and Textile Product Manufacturing
C805010 Manufacture of Plastic Leathers, Fabrics, Sheets, and Pipes
C805030 Manufacture of Plastic Daily Necessities
C805050 Manufacture of Industrial Plastic Products
C805990 Other Plastic Products Manufacturing
CC01120 Manufacture and Reproduction of Data Storage Media
CC01060 Manufacture of Wired Communication Machinery and Equipment
CC01070 Manufacture of Wireless Communication Machinery and Equipment
CC01080 Manufacture of Electronic Components
C801030 Manufacture of Precision Chemical Materials
C801100 Manufacture of Synthetic Resin and Plastic Materials
C802080 Manufacture of Environmental Medication
C802160 Manufacture of Adhesive Tape
C901010 Manufacture of Ceramic and Ceramic Products
CA02050 Manufacture of Valves
CA05010 Powder Metallurgy Industry
CB01030 Manufacture of Pollution Control Equipment
38
39
CE01030 Manufacture of Optical Instruments
CH01040 Toy Manufacturing
CQ01010 Mold and Die Manufacturing
G801010 Warehousing
F106020 Wholesale of Daily Necessities
F206020 Retail Sale of Daily Necessities
ZZ99999 Other business activities not prohibited or restricted by law, except those requiring special permits
Article 2-1: The Company may provide external guarantees for business purposes and based on the principle of reciprocity.
Article 3: The Company's head office is located in Taichung City, and may, upon a resolution of the Board of Directors, establish branch offices domestically or internationally as necessary.
Article 4: Deleted.
Chapter II: Shares
Article 5: The total capital of the Company shall be NT$2 billion, divided into 200 million shares, each with a par value of NT$10, to be issued in installments as authorized by the Board of Directors.
Article 5-1: Within the authorized capital stated above, NT$100 million (equivalent to 10 million shares at NT$10 per share) shall be reserved for the issuance of employee stock warrants. Issuance may be executed in installments as resolved by the Board of Directors.
Article 6: The shares issued by the Company may be exempted from printing in physical form. However, such shares shall be registered with a centralized securities depository and managed in accordance with its applicable regulations.
Article 7: Matters relating to the Company's stock administration shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" and other relevant regulations promulgated by the competent authority.
Article 8: Deleted.
Article 9: Deleted.
Article 10: If a shareholder's stock certificate is lost or needs to be replaced due to other reasons, the Company may collect a handling fee for reissuance or replacement.
Article 11: The Company shall suspend the transfer of shares for a period of 60 days before the annual general shareholders' meeting, 30 days before an extraordinary shareholders' meeting, or 5 days before the record date for dividend, bonus, or other benefit distributions.
Chapter III: Shareholders' Meeting
Article 12: Shareholders' meetings are categorized into (i) annual general meetings and (ii) extraordinary meetings. The annual general meeting shall be convened once a year within six months after the end of each fiscal year and shall be convened by the Board of Directors in accordance with Article 172 of the Company Act. Extraordinary meetings shall be convened in accordance with the law when necessary.
Article 12-1: The Company's shareholders' meetings may be convened physically, virtually (including fully virtual meetings or hybrid meetings), or in any other manner publicly announced by the central competent authority. Relevant conditions, procedures, and compliance matters shall follow regulations set by the securities competent authority.
Article 13: A shareholder who is unable to attend a shareholders' meeting may authorize a proxy to attend on their behalf by completing the Company-issued proxy form, specifying the scope of authorization. Proxy arrangements shall be handled in accordance with Article 177 of the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authority.
Article 14: Unless otherwise provided by the Company Act, shareholders' meetings shall be convened by the Board of Directors. The chairperson of the meeting shall act in accordance with Article 182-1 of the Company Act.
Article 15: Each shareholder of the Company shall be entitled to one voting right per share, except under circumstances as stipulated in Article 179 of the Company Act, in which voting rights are restricted.
Article 16: Resolutions at shareholders' meetings, unless otherwise provided by relevant laws and regulations, shall require the attendance of shareholders representing more than half of the total outstanding shares, and the approval of more than half of the voting rights of those in attendance.
Article 17: Resolutions of the shareholders' meeting shall be recorded in meeting minutes, which shall be signed or sealed by the chairperson. The minutes shall be distributed to all shareholders within 20 days after the meeting. The distribution of the minutes may be effected through public announcement.
Chapter IV: Directors and Audit Committee
Article 18: The Company shall have seven to eleven directors, each serving a term of three years. The Company shall adopt a candidate nomination system, and directors shall be elected by the shareholders' meeting from the list of nominated candidates. Re-election is permitted. The total number of shares held by all directors shall not be less than a specified percentage of the total issued shares of the Company, as required by the
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competent authority.
During their term of office, directors shall purchase liability insurance to cover their compensation responsibilities arising from the performance of their duties in accordance with the law.
Among the directors mentioned above, the number of independent directors shall be no less than three and shall not be less than one-fifth of the total number of directors. Matters concerning the professional qualifications, shareholding, limitations on concurrent positions, nomination and election methods, and other compliance requirements for independent directors shall be handled in accordance with the Company Act and the regulations prescribed by the competent securities authority.
Article 19: If the number of vacancies on the Board of Directors reaches one-third or if all independent directors are dismissed, the Board shall convene an extraordinary shareholders’ meeting within sixty days to conduct a by-election. If a director is dismissed and the number of directors falls below five, or if an independent director is dismissed resulting in a number below that required by these Articles of Incorporation, a by-election shall be held at the next shareholders’ meeting. The term of the newly elected director shall be limited to the remainder of the original term.
Article 20: If the term of the directors expires and re-election is not conducted in time, their duties shall be extended until the newly elected directors assume office. However, if the competent authority sets a deadline for re-election and the Company fails to comply, the directors shall be deemed dismissed upon expiration of the deadline.
Article 21: The Board of Directors shall be composed of the directors and shall elect one Chairman from among themselves by the attendance of at least two-thirds of the directors and with the consent of more than half of the attending directors. One Vice Chairman may also be elected in the same manner. The Chairman shall represent the Company externally and oversee all important Company affairs.
Article 22: The Company’s business policies and other major matters shall be resolved by the Board of Directors. Except for the first meeting of each term which shall be convened pursuant to Article 203 of the Company Act, all other meetings of the Board shall be convened by the Chairman and chaired by the Chairman. If the Chairman is unable to perform their duties, such matters shall be handled in accordance with Article 208 of the Company Act.
Article 23: Unless otherwise provided by the Company Act, a meeting of the Board of Directors shall require the presence of more than half of the directors, and resolutions shall be passed with the consent of more than half of the attending directors. A director who is unable to attend may appoint another director as proxy by issuing a written proxy specifying the scope of authorization for the meeting. Each proxy may represent only
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one director.
If a board meeting is conducted via video conference, directors participating via video shall be deemed to have attended the meeting in person.
The notice of a board meeting shall state the reasons for the meeting and shall be given to all directors at least seven days in advance. In the event of an emergency, a meeting may be convened at any time.
Notices of board meetings may be delivered in writing, by email, or by fax.
Article 24: The proceedings of the Board of Directors shall be recorded in meeting minutes, which shall be signed or stamped by the Chairperson and distributed to all directors within twenty days after the meeting. The minutes shall include the year, month, and day of the meeting, venue, name of the Chairperson, method of resolution, key points of the proceedings, and results. The minutes shall be permanently retained for the duration of the Company’s existence.
Article 25: In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee. The Audit Committee shall consist solely of all independent directors and shall have no fewer than three members, one of whom shall serve as the convener. The Audit Committee or its members shall perform the supervisory functions prescribed by the Company Act, the Securities and Exchange Act, and other relevant laws and regulations.
Article 25-1: The remuneration for the Chairman, Vice Chairman, and Directors shall be determined by the Board of Directors with reference to industry standards.
Chapter V: Managerial Officers and Employees
Article 26: The Company may appoint managerial officers. Their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter VI: Final Accounts
Article 27: At the end of each fiscal year, the Board of Directors shall prepare the following statements and reports and submit them to the shareholders’ meeting for approval: 1. Business Report; 2. Financial Statements; 3. Proposal for Profit Distribution or Loss Compensation
Article 28: If the Company has profit for the year, it shall allocate no less than 0.1% as employee remuneration, of which no less than 0.03% of the profit shall be distributed as compensation to non-executive employees, and no more than 5% as director remuneration. However, if there is any accumulated deficit, it shall first be covered before any distribution.
The aforementioned annual profit refers to the pre-tax earnings of the current year before the deduction of employee and director remuneration.
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Employee remuneration may be distributed in the form of shares or cash.
Article 28-1: After the final accounts for each fiscal year, the Company shall, after paying income tax in accordance with the law, first make up prior years' losses, then set aside 10% of the remaining earnings as legal reserve. Special reserve shall be set aside or reversed in accordance with the applicable laws and regulations. The remaining earnings, combined with unappropriated retained earnings, shall constitute distributable earnings. The Board of Directors shall prepare a proposal for the distribution of dividends and bonuses to shareholders, which shall be resolved at the shareholders' meeting.
If the distribution mentioned in the preceding paragraph is made in the form of cash dividends, the Board of Directors is authorized to resolve such distribution and report to the shareholders' meeting.
When the legal reserve has reached the amount of the Company's paid-in capital, further appropriation may be waived.
The Company's dividend policy is based on considerations of its current and future business expansion plans, capital needs, and other factors. Each year, the Board of Directors shall draft a profit distribution proposal in accordance with the law and submit it to the shareholders' meeting for resolution. The total amount of shareholder dividends shall be at least 10% of the distributable earnings, of which no less than 10% shall be distributed as cash dividends. However, if the distributable earnings per share are less than NT$0.5, distribution may be omitted.
Article 28-2: The Company may distribute new shares or cash from the legal reserve or capital reserve in accordance with Article 241 of the Company Act. If the distribution is made in the form of cash, the Board of Directors is authorized to resolve such distribution and report to the shareholders' meeting.
Chapter VII: Supplementary Provisions
Article 29: The Company may make investments in an amount exceeding 40% of its paid-in capital.
Article 30: The Company's organizational charters and operational rules shall be separately stipulated by the Board of Directors.
Article 31: Matters not provided for in these Articles of Incorporation shall be governed by the Company Act and other applicable laws and regulations.
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Article 32:
These Articles of Incorporation were established on June 20, 1978.
The 1st amendment was made on September 28, 1979.
The 2nd amendment was made on April 5, 1981.
The 3rd amendment was made on November 10, 1983.
The 4th amendment was made on August 2, 1986.
The 5th amendment was made on December 1, 1988.
The 6th amendment was made on September 9, 1989.
The 7th amendment was made on January 6, 1996.
The 8th amendment was made on December 13, 1996.
The 9th amendment was made on October 15, 1998.
The 10th amendment was made on March 27, 2000.
The 11th amendment was made on May 2, 2000.
The 12th amendment was made on April 23, 2001.
The 13th amendment was made on June 15, 2001.
The 14th amendment was made on April 22, 2002. (1st Session)
The 15th amendment was made on April 22, 2002. (2nd Session)
The 16th amendment was made on June 3, 2003.
The 17th amendment was made on June 18, 2004.
The 18th amendment was made on June 17, 2005.
The 19th amendment was made on June 16, 2006.
The 20th amendment was made on November 24, 2006.
The 21st amendment was made on June 28, 2007.
The 22nd amendment was made on June 22, 2009.
The 23rd amendment was made on June 23, 2010.
The 24th amendment was made on May 31, 2011.
The 25th amendment was made on May 30, 2012.
The 26th amendment was made on June 2, 2016.
The 27th amendment was made on November 22, 2017.
The 28th amendment was made on June 17, 2020.
The 29th amendment was made on October 23, 2020.
The 30th amendment was made on July 22, 2021.
The 31st amendment was made on June 16, 2022.
The 32nd amendment was made on June 15, 2023.
The 33rd amendment was made on June 19, 2024.
The 34th amendment was made on June 19, 2025.
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Chairman: Wang, Kuo-Ying
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Appendix 2
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Rules of Procedure for Shareholders Meetings (Before Amendment)
Article 1
The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 2
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda
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and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article
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172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 3 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 4 The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The
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meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
Article 5
The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date. In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this
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information disclosed until the end of the meeting.
Article 5-1
To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.
Article 6
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the
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powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 7
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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Article 8
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 5.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 9
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
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Article 10
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each
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question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 11 Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 12 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When
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duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast
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votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 13
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 14
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration
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of the existence of the Company.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 15 On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 16 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through
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any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 17 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
Article 18 A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 19 When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 20 In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
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For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company's hall handle the matter
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based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 21
When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.
Article 22
These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix 3
GENERAL PLASTIC INDUSTRIAL CO.,LTD.
Shareholding Status of Directors
- The Company's paid-in capital amounts to NT$1,275,887,400, with a total of 127,588,740 issued shares.
- Pursuant to Article 26 of the Securities and Exchange Act, the minimum number of shares required to be held by all directors is 8,000,000 shares.
- As recorded in the shareholders' register as of the book closure date for the current shareholders meeting, the shareholding status of individual directors and all directors in aggregate is as follows:
| Title | Name | Date Elected | Term of Office | Number of Shares Held Upon Election | Number of Shares Held as Recorded in the Shareholders' Register as of April 19, 2026 | ||
|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | ||||
| Chairperson | Representative of Kuan Fu Co., Ltd.: Wang, Kuo-Ying | 2025/6/19 | 3 years | 27,136,380 | 21.27 | 27,136,380 | 21.27 |
| Director | Representative of Kuan Fu Co., Ltd.: Wang, Jui-Hong | 2025/6/19 | 3 years | 27,136,380 | 21.27 | 27,136,380 | 21.27 |
| Director | Representative of Kuan Fu Co., Ltd.: Wang Lai, Ming-Yueh | 2025/6/19 | 3 years | 27,136,380 | 21.27 | 27,136,380 | 21.27 |
| Director | Wang, Jui-Chi | 2025/6/19 | 3 years | 5,694,000 | 4.46 | 5,694,000 | 4.46 |
| Director | Wang, Sen-Yung | 2025/6/19 | 3 years | 15,711 | 0.01 | 15,711 | 0.01 |
| Director | Wang, Ta-Wei | 2025/6/19 | 3 years | 348,078 | 0.27 | 348,078 | 0.27 |
| Independent Director | Huang, Jui-Fen | 2025/6/19 | 3 years | 81,920 | 0.06 | 81,920 | 0.06 |
| Independent Director | Wang, Li-Wen | 2025/6/19 | 3 years | 0 | 0 | 0 | 0 |
| Independent Director | Wang, Chun-Hsiung | 2025/6/19 | 3 years | 10,000 | 0.01 | 10,000 | 0.01 |
| Total Shares Held by All Directors | 33,286,089 | 26.08 | 33,286,089 | 26.08 |
- As of April 19, 2026, there were no dismissed directors; therefore, no information regarding the names of dismissed directors, types and number of shares held, or reasons for dismissal is applicable.
Appendix 4
Other Matters
- Information Relating to Employee Remuneration and Director Remuneration
The Company’s proposal for the distribution of employee remuneration and director remuneration for 2025 was approved by the Board of Directors on March 12, 2026. Due to the Company’s operating loss in 2025, no employee remuneration or director remuneration is proposed for distribution.
- Explanation of Shareholder Proposal Handling for This Annual Shareholders Meeting:
(1) Pursuant to Article 172-1 of the Company Act, a shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at the annual shareholders meeting in writing. Each shareholder is limited to one proposal, and each proposal shall not exceed 300 words. Proposals exceeding one item or 300 words shall not be included in the meeting agenda. Shareholders submitting proposals shall attend the annual shareholders meeting in person or by proxy and participate in the discussion of the proposal.
(2) The proposal acceptance period was from April 9, 2026 to April 20, 2026, and was duly announced on the Market Observation Post System (MOPS).
(3) The Company did not receive any shareholder proposals during the aforementioned proposal acceptance period.
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