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GSC — Proxy Solicitation & Information Statement 2026
May 25, 2026
52060_rns_2026-05-25_9eaf592b-9c71-46e4-a385-53cf0f575c1f.pdf
Proxy Solicitation & Information Statement
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Stock Code: 2406
GIGASTORAGE
GIGASTORAGE CORPORATION
2026 Annual Shareholders' Meeting Agenda (Translation)
Notice to readers
This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Meeting Time: 9:30 a.m. on Friday, June 26, 2026
Meeting Venue: No. 3, Gongye 1st Rd., Hukou Township, Hsinchu County 303, Taiwan (R.O.C.) (Company Conference Room)
Method of Convening the Meeting: Physical Shareholders Meeting
Table of Contents
One. Meeting Procedure ... 1
Two. Meeting Agenda ... 2
I. Report Items ... 3
II. Approval Items ... 3
III. Discussion Items ... 4
IV. Extraordinary Motions ... 10
Three. Attachment
I. 2025 Business Report ... 11
II. Audit Committee’s 2025 Review Report ... 16
III. The Implementation Report of Strengthening a Business Plan ... 17
IV. Report on Remuneration Received by Directors in 2025 ... 19
V. The 2025 Audit Report and Consolidated Financial Statements ... 22
VI. The 2025 Audit Report and Parent Company only Financial Statements ... 35
VII. The 2025 Deficit Compensation Table ... 48
Four. Appendix
I. Articles of Incorporation ... 49
II. Rules of Procedure for Shareholder Meetings ... 55
III. Current Shareholding of all Directors ... 65
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GIGASTORAGE CORPORATION
Procedure for the 2026 Annual Meeting of Shareholders
I. Call the Meeting to Order
II. Chairperson's Remarks
III. Report Items
IV. Approval Items
V. Discussion Items
VI. Extraordinary Motions
VII. Meeting Adjournment
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GIGASTORAGE CORPORATION
2026 Annual General Shareholders’ Meeting Notice Agenda
Meeting Time: 9:30 a.m. on Friday, June 26, 2026
Meeting Venue: No. 3, Gongye 1st Rd., Hukou Township, Hsinchu County 303, Taiwan (R.O.C.)
Method of Convening the Meeting: Physical Shareholders Meeting
I. Call the Meeting to Order (To report the total of attending shares)
II. Chairperson’s Remarks
III. Report Items
- The 2025 Business Report
- The 2025 Audit Committee's Review Report
- The Implementation Report of Strengthening a Business Plan
- Remuneration to Directors Report of 2025
IV. Approval Items
- The Company’s 2025 Business Report and Financial Statements
- 2025 Deficit Compensation Proposal
V. Discussion Items
- To facilitate the future listing (IPO) plan of the Company’s subsidiary, Whole Sun Green Power Co., Ltd., the Company may proceed with a share disposal of its holdings in Whole Sun Green Power Co., Ltd. and waive its participation in the subsidiary’s cash capital increase.
- Proposal for the private placement of common shares by the Company.
VI. Extraordinary Motions
VII. Meeting Adjournment
Report Items
I. The 2025 Business Report.
Explanation: The 2025 Business Report of the Company, please see pages 11-15 of this Handbook (Attachment I).
II. The 2025 Audit Committee's Review Report.
Explanation: The 2025 Audit Committee’s Review Report of the Company, please see pages 16 of this Handbook (Attachment II).
III. The Implementation Report of Strengthening Business Plan
Explanation: The implementation report of strengthening business plan of the Company, please see pages 17-18 of this Handbook (Attachment III).
IV. Remuneration to Directors Report of 2025.
Explanation: For the remuneration received by directors in 2025, please see pages 19-21 of this Handbook (Attachment IV).
Approval Items
Proposal 1: (Proposed by the Board of Directors)
Proposal: To accept the 2025 business report and financial statements.
Explanations: 1. The Company’s 2025 financial statements were audited by CPA Lin, Hsin-Tung and CPA Lin, Cheng-Chih of Deloitte & Touche which were presented and resolved along with the business report in the board meeting as well as reviewed by the Audit Committee.
- The business report, the independent auditor’s report and financial statements, please see pages 11-15, and 22-47 of this Handbook (Attachment I, V and VI).
Resolution:
Proposal 2: (Proposed by the Board of Directors)
Proposal: To report the Company's 2025 deficit compensation proposal.
Explanation: 1. The Board of Directors, on March 27, 2026, approved the 2025 deficit compensation proposal
2. The 2025 deficit compensation table, please see pages 48 of this Handbook (Attachment VII).
Resolution:
Discussion Items
Proposal 1: (Proposed by the Board of Directors)
Proposal: To facilitate the future listing (IPO) plan of the Company's subsidiary, Whole Sun Green Power Co., Ltd., the Company may proceed with a share disposal of its holdings in Whole Sun Green Power Co., Ltd. and waive its participation in the subsidiary's cash capital increase.
Explanation: I. The Company (as of December 31, 2025) indirectly holds 98.50% of the shares of Whole Sun Green Power Co., Ltd. ("Whole Sun Green Power") through its subsidiary, Giga Solar Materials Corporation ("Giga Solar"), in which the Company directly holds a 36.59% equity interest.
In order to support the operational development of Whole Sun Green Power and to attract and retain the professional talent required for its growth, Whole Sun Green Power intends to apply for listing on the Taiwan Stock Exchange or Taipei Exchange.
To comply with applicable listing regulations, at the time of listing on the Main Board, the aggregate shareholding in Whole Sun Green Power held by the Company and its subsidiaries, as well as the directors, supervisors, their representatives, and shareholders holding more than 10% of the Company's total issued shares (including their related parties), shall not exceed 70% of the total issued shares of Whole Sun Green Power at the time of listing.
In the case of a listing on the Innovation Board, the aggregate shareholding of the aforementioned persons and entities in Whole Sun Green Power shall not exceed 80% of the total issued shares at the time of listing.
II. In connection with the operational development and proposed listing (IPO) plan of Whole Sun Green Power, upon Whole Sun Green Power
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conducting one or more cash capital increases and issuing new shares prior to its listing (if any), Giga Solar may waive its subscription rights in whole or in part to such newly issued shares, and Giga Solar may, in one or multiple tranches, dispose of a portion of its shareholdings in Whole Sun Green Power, so as to comply with the applicable regulations as described in Item 1 above.
As the Company is the parent company of Giga Solar, it is proposed that the shareholders’ meeting approve the waiver, in whole or in part, of participation in the aforementioned cash capital increases conducted by Whole Sun Green Power, as well as the disposal of existing shares by Giga Solar (i.e., share divestment), to be handled in accordance with the following principles:
(I) Waiver of Subscription to the Cash Capital Increase of Whole Sun Green Power
The issue price of the new shares to be issued by Whole Sun Green Power for its cash capital increase shall not be lower than the net asset value per share as stated in its most recent financial statements audited or reviewed by certified public accountants prior to the board resolution for such capital increase. If the shares of Whole Sun Green Power are traded on a securities exchange or over-the-counter market, the issue price shall, in addition to complying with the aforementioned net asset value requirement, be determined with reference to the prevailing market price. Where necessary, an independent expert shall be engaged to provide an opinion on the reasonableness of the pricing as a basis for the relevant resolution.
Taking into consideration its operational development and the need to attract and retain professional talent to enhance operating performance, except for (i) the statutory reservation of 10%–15% of the new shares for subscription by employees of Whole Sun Green Power, and (ii) the shares to be offered publicly and underwritten in full in accordance with Article 28-1 of the Securities and Exchange Act and relevant regulations, the Company may waive its right to subscribe, in whole or in part, to the shares of Whole Sun Green Power to which it would otherwise be entitled based on its shareholding ratio in Giga Solar.
Such waived shares shall be offered for priority subscription by the Company’s eligible shareholders. In the event that such shareholders do not subscribe or subscribe insufficiently, Whole Sun Green Power will be requested, within the scope of the shares waived by the Company, to place such shares with specific persons. The counterparties shall, in principle, be employees of Whole Sun Green Power, employees of the Company and its affiliates, and strategic or financial investors who may contribute to the operational development of Whole Sun Green Power.
Eligible shareholders of the Company shall mean those recorded in the
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shareholders' register as of the latest book closure date prior to the subscription of the cash capital increase of Whole Sun Green Power, and who are entitled, on a pro rata basis according to their shareholdings, to subscribe for no less than 1,000 shares (inclusive). Shareholders may aggregate fractional entitlements in accordance with applicable regulations at that time.
Notwithstanding the foregoing, matters including the actual number of shares to be issued, the issue price, the selection of specific subscribers, and the implementation schedule shall be subject to the resolutions of the board of directors of Whole Sun Green Power.
(II) Waiver of Preemptive Subscription Rights in Connection with the Disposal of Shares of Whole Sun Green Power by Giga Solar
When Giga Solar disposes of its shareholding in Whole Sun Green Power may waive its entitlement to subscribe for the portion of such shares otherwise allocable to it. Such shares shall, in principle, be first offered to the shareholders of the Company as recorded in the shareholders' register as of the most recent book closure date, in proportion to their respective shareholdings at the time of subscription.
However, in order to avoid an increase in administrative costs associated with share registration, the offering shall be limited to shareholders whose calculated subscription entitlement amounts to 1,000 shares or more of Whole Sun Green Power, based on their shareholding ratio as of the most recent book closure date.
In addition, taking into consideration the operational development of Whole Sun Green Power and the need to attract and retain professional talent to enhance its business performance, if the Company's shareholders waive their subscription rights or fail to fully subscribe for the shares offered, Giga Solar will be requested, within the scope of shares for which the Company has waived its subscription rights, to place such shares with specific persons. The counterparties to such placement will, in principle, be employees of Whole Sun Green Power, employees of the Company and its affiliated enterprises, and strategic or financial investors beneficial to the operational development of Whole Sun Green Power.
III. The above matters regarding the Company's waiver of participation in the cash capital increase of Whole Sun Green Power and the waiver of preemptive subscription rights in connection with the disposal of shares of Whole Sun Green Power by Giga Solar are hereby submitted to the 2026 Annual General Meeting of Shareholders for approval, and it is proposed that the Board of Directors be fully authorized to handle all related matters.
Resolution:
Proposal 2: (Proposed by the Board of Directors)
Proposal: Proposal for the private placement of common shares by the Company.
Explanation: I. In order to strengthen the Company's working capital, introduce strategic investors, and enhance long-term cooperative relationships with strategic partners to facilitate business development, the Company proposes to conduct a private placement of common shares within a limit not exceeding 15,000 thousand shares, with a par value of NT$10 per share.
II. Pursuant to Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, the relevant matters regarding this proposed private placement are described as follows:
(I) Basis for Pricing Determination and Its Reasonableness
- The reference price for this private placement shall be determined as no less than the higher of the following two benchmarks:
(1) The simple average closing price of the Company's common shares for either one, three, or five business days prior to the pricing date, after adjusting for ex-rights of stock dividends and ex-dividend distributions, and adding back the impact of capital reduction (reverse ex-rights).
(2) The simple average closing price of the Company's common shares for the 30 business days prior to the pricing date, after adjusting for ex-rights of stock dividends and ex-dividend distributions, and adding back the impact of capital reduction (reverse ex-rights).
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The issue price per share for this private placement shall be set at not less than 80% of the aforesaid reference price. Upon approval of the private placement of common shares by the Annual General Meeting of Shareholders, the Board of Directors shall be authorized to determine the actual issue price, provided that it shall not be lower than 80% of the reference price.
-
The determination of the aforesaid issue price is considered reasonable, taking into account the three-year transfer restriction on privately placed securities under the Securities and Exchange Act, and with reference to applicable laws and regulations as well as the closing price of the Company's common shares.
-
The actual pricing date shall be determined by the Board of Directors as authorized by the Shareholders' Meeting, based on the status of discussions with specific subscribers in the future.
(II) Method of Selecting Specific Persons, and the Purpose, Necessity, and Expected Benefits
In accordance with Article 43-6 of the Securities and Exchange Act, specific persons shall be selected as subscribers for this private placement. The intended subscribers are currently proposed to be insiders, related parties, or strategic investors.
However, no specific subscribers have been identified at this time. The selection of subscribers shall be subject to authorization by the Shareholders’ Meeting to the Board of Directors, who shall determine such subscribers based on considerations including enhancing the Company’s competitive advantages, expanding its business and product markets, and generating direct or indirect benefits to the Company’s future operations, and in compliance with the requirements set forth by the competent authorities.
(III) Justification for the Private Placement
-
Reasons for not adopting a public offering:
In consideration of factors such as timeliness, convenience, issuance costs, and shareholder structure stability associated with private placements, and given that privately placed securities are subject to a three-year transfer restriction under applicable laws and regulations—thereby facilitating the establishment of long-term cooperative relationships with strategic investors—the Company proposes to conduct a private placement of new shares through a cash capital increase instead of a public offering. -
Size of the private placement:
The Company proposes to conduct a private placement of common shares within a limit not exceeding 15,000 thousand shares. Following the approval of this private placement by the Shareholders’ Meeting, the total amount to be raised through the private placement shall be determined by the Board of Directors based on the actual subscription conditions. -
Use of proceeds and expected benefits:
The private placement will be conducted in one or multiple tranches (not exceeding three tranches in total), depending on market conditions and the status of negotiations with specific subscribers. The proceeds will be used to strengthen the Company’s working capital, repay bank borrowings, and enhance competitiveness. It is expected to improve the Company’s financial structure, support stable operational growth, and thereby have a positive impact on shareholders’ equity.
III. The number of shares to be issued through this private placement is not expected to result in any material change in the Company’s control. In the event that the tranches of the private placement cannot be completed within the prescribed period, or no further tranches are planned within the remaining period, provided that the original plan remains feasible, the
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proceeds from the private placement shall be deemed to have been fully paid.
IV. The rights and obligations of the common shares to be issued through this private placement shall be the same as those of the Company's existing issued common shares. However, in accordance with the Securities and Exchange Act, the privately placed shares may not be resold within three years from the date of delivery, except under the transfer conditions set forth in Article 43-8 of the Securities and Exchange Act.
Upon expiration of the three-year period from the delivery date, the Board of Directors is authorized to determine, based on prevailing circumstances, whether to apply to the stock exchange for the issuance of a listing eligibility opinion and, thereafter, to complete the public offering procedures with the competent authority in accordance with applicable regulations and apply for listing and trading.
V. It is proposed that the shareholders' meeting authorize the Board of Directors to complete this private placement, in one or more tranches, within one year from the date of approval of this proposal by the shareholders' meeting. If the private placement cannot be completed within such one-year period, the Board of Directors shall, prior to the expiration of the period, convene a meeting to resolve not to proceed further with the private placement and disclose such information on the Market Observation Post System (MOPS) in accordance with the regulations governing material information disclosures.
VI. The principal terms of this private placement, including, but not limited to, the number of shares to be issued, issue price, issuance conditions, total amount to be raised, selection of subscribers, project items and implementation schedule, expected use of proceeds, anticipated benefits, and other related matters (except for the pricing percentage for the private placement), are proposed to be authorized to the Board of Directors for determination in accordance with market conditions and the Company's operational needs, and to be handled in compliance with the relevant regulations of the competent authorities.
VII. In the event that any amendment is required due to changes in applicable laws or regulations, instructions from the competent authorities, or changes in objective circumstances, it is proposed that the shareholders' meeting authorize the Board of Directors to handle such amendments with full authority.
VIII. In addition to the scope of authorization described above, it is proposed that the shareholders' meeting authorize the Chairman, on behalf of the Company, to execute, negotiate, and amend all contracts and documents relating to the private placement of common shares, and to handle all other matters necessary in connection with the private placement of
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common shares.
IX. This proposal is submitted for deliberation at the 2026 Annual General Meeting of Shareholders and for full authorization to be granted to the Board of Directors.
Resolution:
Extraordinary Motions
Meeting Adjournment
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Attachment I
GIGASTORAGE CORPORATION
2025 Business Report
Ladies and Gentlemen, Esteemed Shareholders, Greetings:
On behalf of the Company’s entire management team, I hereby sincerely express our deepest gratitude to all shareholders for their support over the past year!
Looking back on 2025, the global economy continued to be affected by geopolitical conflicts and a high interest rate environment. The solar energy industry also faced intensified price competition stemming from excess production capacity in China. Nevertheless, driven by ongoing global decarbonization initiatives and energy transition policies, demand for renewable energy continued to grow, and solar power generation remains a key development focus of energy policies worldwide.
As global solar installation capacity continues to expand, N-type cell technologies are accelerating their market penetration and gradually replacing PERC as the mainstream technology. Supported by both technological advantages and continued capacity expansion, N-type cells are expected to sustain demand growth for high-efficiency conductive paste products. Nevertheless, solar cell technologies continue to evolve. With higher conversion efficiencies, heterojunction (HJT) and back-contact (BC) cell technologies are progressively challenging the dominant position of TOPCon. This new wave of technological advancement is creating fresh growth opportunities for the conductive paste materials market. The Group’s subsidiary, Giga Solar Materials Corporation, will continue to invest in research and development to enhance product performance and reliability, thereby ensuring a leading position in next-generation solar cell materials markets. In addition to transforming its business toward ownership of solar power plants, the Company, in alignment with government policies, has expanded its energy storage and power sales operating teams, further strengthening its comprehensive renewable energy portfolio. Driven by increasing demand for high-performance computing applications—such as artificial intelligence (AI), real-time imaging, and data processing—the Company leverages its expertise in precision machining and low-temperature bonding technologies to provide critical adhesive materials for vapor chamber thermal spreaders, as well as manufacturing technologies for micro-scale key thermal management components. These capabilities enable the Company to effectively address the market’s forthcoming demand for kilowatt-class processor modules.
The Company’s management team and all employees are united in their goals and will continue to work hard to create the greatest profit and company value for all shareholders!
At this point, I would hereby like to thank all shareholders once again for their continued support and encouragement to the Company. Summary descriptions of the 2025 business report and 2026 business plan are as follows:
I. 2025 business report
(I) Business plan implementation results
For the year ended 2025, the Company reported consolidated operating revenue of NT$6.372 billion, representing a decrease of NT$540 million compared to NT$6.912 billion in 2024.
For 2025, net loss attributable to the Company after tax amounted to NT$321,765 thousand, with earnings per share of NT$(0.92).
(II) Revenues, expenses, and profitability analysis
- Revenues and expenses
Unit: NTD Thousand
| Year
Item | 2025 | 2024 |
| --- | --- | --- |
| Cash inflow (outflow) from operating activities | 37,634 | (2,304,380) |
| Cash inflow (outflow) from investing activities | (1,294,627) | (333,273) |
| Cash inflow (outflow) from financing activities | 893,777 | 2,229,062 |
| Effect of exchange rate fluctuation on cash and cash equivalents | (17,024) | 38,278 |
| Net increase (decrease) in cash and cash equivalents | (380,240) | (370,313) |
| Cash and cash equivalents at beginning of year | 1,950,631 | 2,320,944 |
| Cash and cash equivalents at end of year | 1,570,391 | 1,950,631 |
For the year ended 2025, the Company's consolidated financial statements net cash inflow from operating activities of NT$37,634 thousand, primarily attributable to an increase in notes and accounts receivable of the consolidated entities as of the end of the year. Net cash outflow from investing activities amounted to NT$1,294,627 thousand, mainly resulting from increased cash outflows related to the acquisition of property, plant, and equipment during the year. Net cash inflow from financing activities totaled NT$893,777 thousand, primarily due to an increase in medium- and long-term bank borrowings undertaken for the construction of energy storage systems and solar power plants, as well as an increase in non-controlling interests.
- Profitability analysis
In terms of profitability, for the year ended 2025, the consolidated entities reported gross profit of NT$628,085 thousand, while operating loss amounted to NT$500,808 thousand, representing a reduced loss compared to an operating loss
of NT$726,295 thousand in 2024.
Net non-operating loss for 2025 totaled NT$280,610 thousand, primarily attributable to the recognition of foreign exchange losses and increased asset impairment losses by subsidiaries.
(III) Research and development status
1. Research and development expenditures
Unit: NTD Thousand
| Year | 2025 | 2024 |
|---|---|---|
| Consolidated R&D expenses (A) | 371,254 | 354,114 |
| Consolidated net operating revenue (B) | 6,372,003 | 6,912,033 |
| (A)/(B)(%) | 5.83 | 5.12 |
2. R&D results
Current products of the Company and subsidiaries
The Company specializes in the professional field of materials science, using powder materials, precision machining, polymers, glass materials, semiconductor materials and vacuum technology for research, development and manufacturing. Continues to focus on the energy industry and the application products and industrial services of key electronic components.
II. Summary of 2026 operating plan
(I) Operating strategy
Expand business strategies and develop long-term cooperation with customers; act in coordination with the Group's multiple investment projects in material products and domestic power plants; improve capacity utilization and work toward efficient product development; reduce manufacturing costs; enhance product value; and strengthen the Company's long-term financial structure. Through the Company's long-term cultivation of solar power stations, the Company actively develops domestic power station engineering services and installation of power stations, and cooperates with the government to invest in composite solar photovoltaic projects and the development of multiple types of renewable energy to achieve the one-stop service plan for power generation and sales; In addition, with the energy storage system, the company actively participates in the design and implementation of energy integration solutions such as various policy services and micro-grids, in order to maximize the company's profit through the diversified combination of energy products.
(II) Estimated sales volume and its basis and important production and sales plans.
The Company will continue to actively invest in domestic power plant construction services and solar conductive ribbon sales. The government of Taipei has announced its Net Zero by 2050 Roadmap, in which the proportion of renewable energy will be greatly increased to 60% or 70%. In order to reach this goal, the originally planned photovoltaic installations will reach 20GW in 2025, and with an annual increase of 2GW before 2030, the capacity will increase to 30GW in 2030, making the cumulative capacity of wind and photovoltaic installations reach 40GW. Taiwan aims to raise renewable energy used to 20% of all energy sources, which will intensify the impact on power grid feeder lines, frequency regulation, and dispatching and accentuating the importance of energy storage systems. The Company has cultivated the field of solar power plants for years. It is estimated that the proportion of power plant engineering services to revenue will continue to climb, while stepping into the energy storage system field and electricity sales market to make the Company’s overall operations more stable.
III. Future development strategy of the Company
In the future, the Company’s strategy will focus on upstream high-performance materials development and design and development of materials with high profitability, supplemented by the use of financial advantages to invest in downstream power plants to stabilize the rate of return, and build an integrated upstream–downstream supply chain to obtain long-term stable profits, and strive to develop various energy-saving and eco-friendly upstream material products.
Continuing to expand the group's operational projects as follows:
(I) Ho Mi Specialty Materials Corporation: Develop and produce passive component silver paste/polymer paste for high-capacitance, high-reliability, and high-heat-resistant capacitor products.
(II) Giga Solar Materials: To deepen N-type silver paste technology and enhance market share, while expanding applications in new energy materials, such as silicon–carbon anode materials.
(III) Giga Energy Co., Ltd.: Integrate the Group’s energy projects; focus on electricity sales; expand the number of projects to own the number of energy projects and develop investment in compound energy. To provide customers with “stable” and “sufficient” green power and its certificates through the one-stop service of self-production, sales, and offering/sale in order to achieve customers’ demand for carbon reduction and international requirements such as RE100, as the operation mission of Gigastorage Energy.
As the global green energy industry and the specifications of electronic products change rapidly, the Corporate Group will make its product line more diversified. As the electric
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vehicle industry continues to grow, the Company is expected to become stronger and have more revenue streams to make the overall operation more robust, further improving the profitability and creating the most value.
IV. Effects of external competitive environment, regulatory environment, and overall business environment
Given the strong influence of governmental subsidy policies among various countries as well that of the overall economic environment, the solar energy industry is easily subject to fluctuations in supply and demand in the short term. Nonetheless, long-term growth should continue to sustain its upward trend in line with safety and sustainability concerns as well as the declining costs of alternative energy sources. The world's proportion of solar power generation should increase accordingly. Following the growth of global solar energy demand in Japan, the United States, India and other countries, the rise of emerging markets will continue to increase and the growth of the solar energy market is predictable.
The Company has a stable financial structure and operational capabilities. This year, we aim to increase revenue and gross profit through domestic power station engineering services, participation in Taipower's energy storage services, and establishment of power stations.
In response to the abovementioned changes in the external environment, we continue to insist on adopting a proper and effective raw material hedging mechanism for various costs despite the large fluctuations in international raw material prices. All relevant Company personnel keep abreast of changes in market demand, changes in national laws and regulations, overall economic conditions, and competition within the industry. Furthermore, they undertake appropriate financial planning to avoid risks from fluctuations in exchange rates and interest rates so as to reduce the impact on the Company.
Gigastorage Corporation
Chairman : Chen, Chi-Ming
General Manager : Chung, Kao-Yuan
Attachment II
GIGASTORAGE CORPORATION
Audit Committee’s Review Report
The Board of directors has prepared the Company’s 2025 business report, consolidated financial statements, the parent company only financial statements and proposal of deficit compensation. Lin, Hsin-Tung and Lin, Cheng-Chih Certified Public Accountants of Deloitte & Touche have audited the consolidated financial statements, the parent company only financial statements, and submitted an audit report.
The above business report, consolidated financial statements, the parent company only financial statements, and proposal of deficit compensation have been reviewed and determined to be correct and accurate by the Company’s Audit Committee, as the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act, and Article 219 of the Company Act.
To
2026 Annual General Shareholders’ Meeting of Gigastorage Corporation
GIGASTORAGE CORPORATION
Chair of the Audit Committee:
Tsai, Ching-Mei
March 27, 2026
Attachment III
GIGASTORAGE CORPORATION
The Implementation Report of Strengthening a Business Plan
I. In accordance with the Company's application for the third domestic secured convertible bond in 2015, the annual application for the fourth domestic secured convertible bond in 2017, the announcement of the capital reduction for the offsetting of deficit and the increase in cash capital in 2019 and 2021. The Company shall report the implementation of strengthening a business plan to the board of directors quarterly and report on the effectiveness of the implementation to the shareholders' meeting.
II. Explanation of the implementation report of strengthening a consolidated business plan
Unit: NTD thousand
| Year Item | 2025 | ||
|---|---|---|---|
| Expected results | Actual results | Increase (decrease) | |
| Net operating revenue | 11,998,646 | 6,372,003 | (5,626,643) |
| Cost of goods sold (Note) | 10,866,196 | 5,739,713 | (5,126,483) |
| Gross profit (loss) | 1,132,450 | 632,290 | (500,160) |
| Operating expenses | 962,350 | 1,133,098 | 170,748 |
| Operating income (loss) | 170,100 | (500,808) | (670,908) |
| Non-operating income and expenditure | ( 8,395 ) | (280,610) | (272,215) |
| Net income (loss) before tax | 161,705 | (781,418) | (943,123) |
Note: Including unrealized sales benefits
(I) Net operating revenue
The variance between the consolidated company's actual operating revenue and
projected operating revenue in 2025 is mainly due to the lower-than-expected sales volume of products from the subsidiaries Giga Solar Materials Corporation and Hua Hsu Advanced Technology Co., Ltd..
(II) Gross profit(loss)
The variance between the consolidated company's actual gross profit and projected gross profit in 2025 is mainly due to the lower-than-expected sales volume of products from the subsidiaries Giga Solar Materials Corporation and Hua Hsu Advanced Technology Co., Ltd. resulting in actual gross profit being lower than projected.
(III) Operating expenses
The variance between the actual operating expenses and the budgeted amounts of the consolidated company for the year 2025 was mainly attributable to the increase in research and development expenses and administrative expenses arising from newly added subsidiaries.
(IV) Non-operating income and expenditure
The non-operating expenses of the consolidated company for the year 2025 exceeded the budgeted amount, primarily due to the recognition of impairment losses on non-financial assets and increased foreign exchange losses arising from fluctuations in exchange rates.
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Attachment IV
Remuneration to Directors Report of 2025
Explanation: 1. Remuneration to the Company's directors is paid in accordance with the Company's Articles of Incorporation and the Company's "Regulations Governing Payment of Remuneration of Directors, Functional Committees and Managers".
- In accordance with the "Regulations Governing Payment of Remuneration of Directors, Functional Committees and Managers"
(1) Remuneration of directors: Paid in accordance with the provisions of Article 28-1 of the Company's Articles of Incorporation. The Remuneration Committee takes into account the performance of the Board of Directors as a whole, the Company's operating performance and future operations and risks. Recommendations on the allocation of remuneration for individual directors are proposed by the Committee and resolved by the Board of Directors and reported at the shareholders' meeting.
(2) Except for directors who are also employees, the Company does not provide remuneration, severance or bonuses to directors.
(3) Regardless of the Company's operating profit or loss, independent directors of the Company are paid a fixed amount of NTD30,000 per month.
(4) Expenses for conducting duties: Directors who attend the Company's Board meeting or shareholders' meeting receive NTD 10,000 per meeting.
- Remuneration received by directors in 2025 is as follows:
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December 31, 2024 Expressed in Thousand NT Dollars
| Position titles | Name | Remuneration to directors | Percentage taken by four items in A, B, C & D and the next loss after tax | Relevant remuneration paid to employees serving concrete posts | Percentage taken by seven items in A, B, C, D, E, F & G and the next loss after tax (Note 10) | |
|---|---|---|---|---|---|---|
| Remuneration (A) (Note 2) | Retirement pension (B) | Remuneration to directors (C) (Note 3) | Business execution fee (D) (Note 4) | Salaries, incentives and extraordinary pay (E) (Note 5) | Retirement pension (F) | Remuneration to employees (G) (Note 6) |
| The Company | All company(ies) contained within the Financial Statement (Note 7) | The Company | All company(ies) contained within the Financial Statement (Note 7) | The Company | All company(ies) contained within the Financial Statement (Note 7) | The Company |
| Amount in cash | Amount in in stock | Amount in in cash | Amount in in stock | |||
| Chairman | Chen, Chi-Ming | 4,493 | 8,006 | 0 | 0 | 0 |
| Director | Chen, Su-Hui | 0 | 0 | 0 | 0 | 0 |
| Director | Chen, Min-Min | 0 | 0 | 0 | 0 | 0 |
| Director | Wang, Ming-Lang | 0 | 0 | 0 | 0 | 0 |
| Director | Chien, Jui-Yao | 0 | 0 | 0 | 0 | 0 |
| Independent director | Tsai Ching-Mei | 360 | 360 | 0 | 0 | 0 |
| Independent director | Wei, Jen-Yu | 360 | 360 | 0 | 0 | 0 |
| Independent director | Lin, Chin-Mao | 360 | 360 | 0 | 0 | 0 |
| Independent director | Chiu, Sheng-Min | 360 | 360 | 0 | 0 | 0 |
21
- Please elaborate on the policy, system, standards/criteria and structure of remuneration granted to the independent directors and further point out the relevance among their duties and responsibilities, risks, time invested and such factors with the amounts of their remunerations.
The issues linked up with the duties and responsibilities of the Company's independent directors, we have faithfully handled in accordance with the "Scope of the Functions of Independent Directors" unless otherwise specified in laws and Articles of Incorporation.
In accordance with the Company's "Articles of Incorporation" and "Scope of the Functions of Independent Directors," the Company's independent directors shall be granted with fixed remuneration on a monthly basis in accordance with the legal procedures and do not participate in distribution of the Company's earnings.
The Company's independent directors shall engage in continued refresher educational & training programs with relevant courses and shall check and verify the Company's audit reports and perform the supervisory obligations on the following issues:
I. The Company's operating plans:
II. Annual financial statements and semiannual financial statements.
III. Check and review the internal control system enacted or updated by the Company.
IV. Check and verify the Procedures for the Acquisition or Disposal of Assets, Derivative Financial Instruments Transaction, Loaning of Funds and Making of Endorsements/Guarantees and those major financial activities enacted and updated by the Company.
V. The issues involving their personal interests and relationship.
VI. Transactions in major assets or derivative financial instruments.
VII. Major loaning of funds and making of endorsements/guarantees
VIII. Public offering, issuance or private placement of equity-oriented negotiable securities.
IX. Appointment, discharge and remuneration to the certifying certified public accountants.
X. Appointment, discharge of financial, accounting heads and internal auditors.
XI. Other significant issues according to laws, Articles of Incorporation, subject to resolution by the shareholders' meeting, to be reported to the board of directors or according to the provisions of the competent authority(ies).
- Other than those disclosed through the aforementioned Table, the remuneration received by the Company's directors for services rendered toward all company(ies) contained within the Financial Statement (e.g. serving as a consultant not as a regular employee): None.
Attachment V
Independent Auditor's Report
To the Board of Directors and Shareholders
Gigastorage Corporation:
Audit Opinion
We have audited the consolidated balance sheet of Gigastorage Corporation and its subsidiaries as of December 31, 2025 and 2024, and the consolidated comprehensive income statements, consolidated statement of changes in shareholders' equity, consolidated cash flow statements, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gigastorage Corporation and its subsidiaries 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 accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis of Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of Gigastorage Corporation and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
As described in Note 1 to the consolidated financial statements, GigaStorage Corporation incurred a net loss of NT$321,765 thousand for the year ended December 31, 2025. Furthermore,
as of December 31, 2025, GigaStorage Corporation's current liabilities exceeded its current assets by NT$487,361 thousand. The management's plans and specific countermeasures to address these conditions are disclosed in Note 1 to the consolidated financial statements. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2025 consolidated financial statements of Gigastorage Corporation and its subsidiaries. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2025 consolidated financial statements of Gigastorage Corporation and its subsidiaries were as follows:
Authenticity of Revenues
The sales revenues of Gigastorage Corporation and its subsidiaries are mainly from the sales of solar conductive plasma and thermal materials. The sales revenues from thermal materials to specific customers increased significantly for the year ended December 31, 2025 (refer to Note 25), and, therefore, we have identified the occurrence of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
- We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
- To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Other Matters
The financial statements of certain subsidiaries and equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2025, the total assets of the aforementioned subsidiaries amounted to NT$2,728,920 thousand, representing 16.57% of the consolidated total assets. For the year ended December 31, 2025, the net operating revenue of these subsidiaries amounted to NT$219,720 thousand, representing 3.45% of the consolidated net operating revenue. As of December 31, 2025 and 2024, the balances of the aforementioned investments under the equity method amounted to NT$945,154 thousand and NT$860,240 thousand, representing 5.74% and 5.39% of the consolidated total assets, respectively. For the years ended December 31, 2025 and 2024, the share of profit or loss of
23
associates and joint ventures accounted for under the equity method amounted to NT$(81,536) thousand, representing 0.21% and 9.18% of the consolidated net loss before tax, respectively.
Gigastorage Corporation has prepared its parent company only financial statements for the years ended December 31, 2025 and 2024, and we have issued an unqualified audit opinion with the other matters paragraph on record for reference.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations, and SIC interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
In preparing the consolidated financial statements, the management is also responsible for assessing the ability of Gigastorage Corporation and its subsidiaries as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate Gigastorage Corporation and its subsidiaries or to cease operations, or has no other realistic alternative but to do so.
Those in charge of corporate governance (including the Audit Committee) are responsible for overseeing the reporting process of the financial statements of Gigastorage Corporation and its subsidiaries.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
24
As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and professional skepticism throughout the audit. We also performed the following tasks:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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 effective in Gigastorage Corporation and its subsidiaries.
-
Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Gigastorage Corporation and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause Gigastorage Corporation and its subsidiaries to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of Group, and forming the audit opinion on the Group.
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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
25
From the matters communicated with those in charge of corporate governance, we determine those matters that were of most significance in the audit of the 2025 consolidated financial statements of Gigastorage Corporation and its subsidiaries and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditor's report are Lin, Hsin-Tung and Lin, Cheng-Chih.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 27, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
26
Gigastorage Corporation and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
| Code | Assets | December 31, 2025 | December 31, 2024 | Code | Liabilities and equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 1100 | Current assets | 2100 | Current liabilities | ||||||||
| 1110 | Cash and cash equivalents (Notes 4 and 6) | $ 1,570,391 | 10 | $ 1,950,631 | 12 | 2110 | Short-term borrowings (Notes 20, 33 and 36) | $ 1,200,929 | 7 | $ 819,276 | 5 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4, 7 and 34) | 56,457 | - | 35,373 | - | 2110 | Short-term notes and bills payable (Notes 20 and 36) | 152,614 | 1 | 219,695 | 1 |
| 1140 | Contract assets - current (Notes 4, 25 and 33) | 2,838 | - | 2126 | Financial liabilities for hedging (Notes 12 and 34) | 547,078 | 4 | ||||
| 1150 | Notes receivable, net (Notes 4, 11, 20, 25 and 36) | 484,697 | 3 | 1,215,423 | 8 | 2150 | Notes payable | 12,736 | - | 12,629 | - |
| 1170 | Accounts receivable, net (Notes 4, 11 and 25) | 2,044,992 | 12 | 1,030,770 | 7 | 2170 | Accounts payable | 343,618 | 2 | 165,739 | 1 |
| 1180 | Accounts receivable - related party, net (Notes 4, 11, 25 and 33) | 5,218 | - | 36,329 | - | 2180 | Accounts payable - related party | ||||
| 1200 | Other receivables (Notes 4 and 11) | 39,438 | - | 676,517 | 4 | 2200 | Other payables (Note 22) | 283,722 | 2 | 299,845 | 2 |
| 1210 | Other receivables - related party (Notes 4, 11 and 33) | 3,355 | - | 2,315 | - | 2220 | Other payables - related party (Note 35) | 34,858 | - | 36,233 | - |
| 1220 | Current income tax assets (Notes 4 and 27) | 32,839 | - | 16,453 | - | 2230 | Current income tax liabilities (Notes 4 and 27) | 55,877 | - | 677 | - |
| 1230 | Investments (Notes 4, 5 and 12) | 1,113,446 | 7 | 1,222,828 | 8 | 2280 | Lease liabilities - current (Notes 4 and 16) | 47,057 | - | 27,807 | - |
| 1470 | Prepayments (Note 19) | 733,991 | 4 | 567,006 | 4 | 2399 | Long-term borrowings due within one year (Notes 20 and 30) | 655,831 | 4 | 303,904 | 2 |
| 1476 | Other financial assets- current (Note 35) | 87,989 | 1 | 32,288 | - | 2399 | Other current liabilities (Notes 22, 25 and 35) | 201,266 | 2 | 124,183 | 1 |
| 1479 | Other current assets (Notes 19) | 99,556 | 1 | 41,836 | - | 21XX | Total current liabilities | 3,048,688 | 18 | 2,556,986 | 10 |
| 11XX | Total current assets | 6,275,187 | 38 | 4,847,789 | 43 | ||||||
| Non-current liabilities | |||||||||||
| Non-current assets | 2530 | Bonds payable (Notes 21 and 34) | 1,938,723 | 12 | 1,902,704 | 12 | |||||
| 2540 | Long-term borrowings (Notes 20 and 36) | 2,569,380 | 16 | 2,735,834 | 17 | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 34) | 30,175 | - | 30,036 | - | 2572 | Deferred income tax liabilities (Notes 4 and 27) | 39,378 | - | 34,890 | - |
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 34) | 347,413 | 2 | 239,671 | 1 | 2540 | Lease liabilities - non-current (Notes 4 and 16) | 368,670 | 2 | 122,300 | 1 |
| 2640 | Net defined benefit liabilities - non-current (Notes 4 and 23) | 18,554 | - | 16,649 | - | ||||||
| 1535 | Financial Assets Measured at Amortized Cost - non-current (Notes 4, 9, 10 and 34) | 79,594 | 1 | 83,145 | 1 | 2645 | Deposits received | 86,178 | 1 | 84,576 | 1 |
| 1550 | Investments accounted for using the equity method (Notes 4, 5, 14 and 33) | 1,125,373 | 7 | 1,096,695 | 7 | 2670 | Other non-current liabilities (Notes 4 and 22) | 16,333 | - | 11,400 | - |
| 25XX | Total non-current liabilities | 5,037,416 | 31 | 4,008,499 | 31 | ||||||
| 1600 | Property, plant and equipment (Notes 4, 5, 15, 35, 36 and 37) | 6,383,466 | 39 | 5,578,306 | 35 | 25XX | Total liabilities | 8,086,024 | 49 | 7,465,485 | 47 |
| Equity attributable to owners of the Company (Notes 4, 21, 24, 29 and 31) | |||||||||||
| 1755 | Right-of-use assets (Notes 4 and 16) | 466,324 | 3 | 204,945 | 1 | ||||||
| 1760 | Investment property (Notes 4, 17 and 36) | 322,230 | 3 | 478,238 | 3 | ||||||
| 1780 | Intangible assets (Notes 4, 5 and 18) | 339,527 | 2 | 328,653 | 2 | 3110 | Ordinary shares | 3,509,057 | 22 | 3,509,057 | 22 |
| 1840 | Deferred income tax assets (Notes 4 and 27) | 170,326 | 1 | 152,224 | 1 | 3200 | Capital surplus | 351,158 | 2 | 1,699,864 | 11 |
| 1980 | Other financial assets - non-current (Note 36) | 213,468 | 1 | 27,363 | - | Retained earnings | |||||
| 1990 | Other non-current assets (Notes 19 and 36) | 313,468 | 3 | 891,285 | 6 | 3310 | Legal reserve | 14,689 | - | 14,689 | - |
| 15XX | Total non-current assets | 10,191,364 | 62 | 9,110,561 | 57 | 3320 | Special reserve | 155,982 | 1 | 155,982 | 1 |
| 3350 | Losses to be offset | ( 325,059 ) | ( 2 ) | ( 1,359,158 ) | ( 9 ) | ||||||
| 3400 | Other equity | ( 137,630 ) | ( 1 ) | ( 166,303 ) | ( 1 ) | ||||||
| 31XX | Total equity attributable to owners of the Company | 3,568,197 | 22 | 3,854,131 | 24 | ||||||
| 36XX | Non-controlling interests (Notes 4, 24, 29 and 31) | 4,812,330 | 29 | 4,638,694 | 29 | ||||||
| 3XXX | Total equity | 8,380,527 | 51 | 8,492,825 | 53 | ||||||
| 1XXX | Total assets | $ 16,466,551 | 100 | $ 15,958,310 | 100 | Total liabilities and equity | $ 16,466,551 | 100 | $ 15,958,310 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chung, Kao-Yuan
Accounting officer: Tsai, Jyh-Pyng
Gigastorage Corporation and Subsidiaries
Consolidated Comprehensive Income Statement
January 1 to December 31, 2025 and 2024
(In thousand NTD, but net losses per share is in NTD)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating revenue (Notes 4, 25 and 35) | $ 6,372,003 | 100 | $ 6,912,033 | 100 |
| 5000 | Cost of sales (Notes 12, 18, 26 and 35) | 5,743,918 | 90 | 6,527,277 | 95 |
| 5900 | Gross profits | 628,085 | 10 | 384,756 | 5 |
| 5910 | Unrealized profits on sales | - | - | ( 14,637 ) | - |
| 5920 | Realized profits on sales | 4,205 | - | - | - |
| 5950 | Realized gross profits | 632,290 | 10 | 370,119 | 5 |
| Operating expenses (Notes 11, 18 and 26) | |||||
| 6100 | Marketing expenses | 266,257 | 4 | 294,673 | 4 |
| 6200 | Administration expenses | 482,034 | 8 | 465,531 | 7 |
| 6300 | R&D expenses | 371,254 | 6 | 354,114 | 5 |
| 6450 | Expected credit impairment loss (Gain on reversal) | 13,553 | - | ( 17,904 ) | - |
| 6000 | Total operating expenses | 1,133,098 | 18 | 1,096,414 | 16 |
| 6900 | Net operating losses | ( 500,808 ) | ( 8 ) | ( 726,295 ) | ( 11 ) |
| Non-operating income and expenses | |||||
| 7100 | Interest income (Notes 26) | 15,779 | - | 48,910 | 1 |
| 7010 | Other income (Notes 16, 26 and 35) | 74,222 | 1 | 100,229 | 1 |
| 7020 | Other gains and losses (Notes 15 and 26) | ( 235,809 ) | ( 3 ) | ( 83,656 ) | ( 1 ) |
| 7050 | Financial costs (Notes 26 and 35) | ( 143,172 ) | ( 2 ) | ( 145,072 ) | ( 2 ) |
| 7060 | Share of profits or losses of associates and joint ventures accounted for using the equity method (Notes 4 and 14) | 8,370 | - | ( 81,965 ) | ( 1 ) |
| 7000 | Total non-operating income and expenses | ( 280,610 ) | ( 4 ) | ( 161,544 ) | ( 2 ) |
| 7900 | Net loss before tax | ( 781,418 ) | ( 12 ) | ( 887,849 ) | ( 13 ) |
| 7950 | Income tax expense (Notes 4 and 27) | ( 65,359 ) | ( 1 ) | ( 47,483 ) | - |
| 8200 | Net loss for the year | ( 846,777 ) | ( 13 ) | ( 935,332 ) | ( 13 ) |
(Continued on next page)
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8310 | Other comprehensive income | ||||
| 8311 | Items not to be reclassified as profit or loss: | ||||
| 8316 | Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income | 109,531 | 2 | (49,720) | (1) |
| 8320 | Share of other comprehensive income of associates and joint ventures accounted for using the equity method | 4,026 | - | 176 | - |
| 8349 | Income tax related to items that may not be reclassified | (73) | - | (20) | - |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | (18,723) | (1) | 78,456 | 1 |
| 8399 | Income tax related to items that may be reclassified (Note 27) | 5,094 | - | (10,159) | - |
| 8300 | Other comprehensive income for the year (net after tax) | 101,207 | 1 | 19,578 | - |
| 8500 | Total comprehensive income for the year | ($745,570) | (12) | ($915,754) | (13) |
| 8610 | Net losses attributable to: | ||||
| 8620 | Owners of the Company | ($321,765) | (5) | ($301,362) | (5) |
| 8600 | Non-controlling interests | (525,012) | (8) | (633,970) | (9) |
| ($846,777) | (13) | ($935,332) | (14) | ||
| 8710 | Total comprehensive income attributable to: | ||||
| 8720 | Owners of the Company | ($294,173) | (5) | ($271,718) | (4) |
| 8700 | Non-controlling interests | (451,397) | (7) | (644,036) | (9) |
| ($745,570) | (12) | ($915,754) | (13) | ||
| 9750 | Net losses per share (Note 28) | ||||
| 9850 | Basic | ($0.92) | ($0.86) | ||
| Diluted | ($0.92) | ($0.86) |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chung, Kao-Yuan
Accounting officer: Tsai, Jyh-Pyng
U. trit: NTD thousands, unless otherwise stated
| Code | Capital stock | Capital surplus | Retained earnings | Exchange differences on translation of financial statements of foreign operations | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Non-controlling interests | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) | Amount | Legal reserve | Special reserve | Losses to be offset | ||||||||
| A1 | Balance as of January 1, 2024 | 350,906 | 3,509,057 | 1,500,005 | 14,689 | 155,982 | (1,029,500) | (122,516) | (104,324) | 3,923,393 | 5,025,200 | 8,948,593 |
| D1 | Net losses for 2024 | - | - | - | - | - | (301,362) | - | - | (301,362) | (633,970) | (935,332) |
| D3 | Other comprehensive income after tax for 2024 | - | - | - | - | - | (804) | 46,079 | (15,631) | 29,644 | (10,066) | 19,578 |
| D5 | Total comprehensive income for 2024 | - | - | - | - | - | (302,166) | 46,079 | (15,631) | (271,718) | (644,036) | (915,754) |
| M5 | Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 24, and31) | - | - | 39,721 | - | - | - | 1,524 | 1,042 | 42,287 | 48,301 | 90,588 |
| M7 | Changes in ownership interest in subsidiaries (Notes 24 and 31) | - | - | 1,307 | - | - | - | 31 | - | 1,338 | 21,412 | 22,750 |
| C5 | Equity component of convertible bonds issued by a subsidiary | - | - | 106,567 | - | - | - | - | - | 106,567 | 178,160 | 204,727 |
| C7 | Changes in associates and joint ventures recognized under the equity method | - | - | 51,124 | - | - | - | - | - | 51,124 | 1,374 | 52,498 |
| N1 | Subsidiary share based payment transactions | - | - | 1,140 | - | - | - | - | - | 1,140 | 8,283 | 9,423 |
| Q1 | Disposal of equity instruments at fair value through other comprehensive income | - | - | - | - | - | (27,492) | - | 27,492 | - | - | - |
| Z1 | Balance as of December 31, 2024 | 350,906 | 3,509,057 | 1,699,864 | 14,689 | 155,982 | (1,359,158) | (74,882) | (91,421) | 3,854,131 | 4,658,694 | 8,492,825 |
| D1 | Net losses for 2025 | - | - | - | - | - | (321,765) | - | - | (321,765) | (525,012) | (846,777) |
| D3 | Other comprehensive income after tax for 2025 | - | - | - | - | - | 402 | (16,142) | 43,332 | 27,592 | 73,615 | 101,207 |
| D5 | Total comprehensive income for 2025 | - | - | - | - | - | (321,363) | (16,142) | 43,332 | (294,173) | (451,597) | (745,570) |
| M5 | Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Notes 24 and 31) | - | - | 7,547 | - | - | - | 1,656 | 129 | 9,332 | 44,823 | 54,155 |
| M7 | Changes in ownership interest in subsidiaries (Notes 24 and 31) | - | - | 205 | - | - | (732) | 553 | - | 26 | 303,163 | 303,189 |
| C11 | Capital surplus used to cover loss | - | - | (1,359,158) | - | - | 1,359,158 | - | - | - | - | - |
| C7 | Changes in associates and joint ventures recognized under the equity method | - | - | - | - | - | (869) | - | - | (869) | - | (869) |
| C17 | Changes in other capital surplus | - | - | 3,291 | - | - | (2,950) | - | - | 341 | - | 341 |
| N1 | Subsidiary share based payment transactions | - | - | (591) | - | - | - | - | - | (591) | (1,290) | (1,889) |
| Q1 | Disposal of equity instruments at fair value through other comprehensive income | - | - | - | - | - | 855 | - | (855) | - | - | - |
| O1 | Increase in non-controlling interests | - | - | - | - | - | - | - | - | - | 278,345 | 278,345 |
| Z1 | Balance as of December 31, 2025 | 350,906 | $ 3,509,057 | $ 351,158 | $ 14,689 | $ 155,982 | ($ 325,059) | ($ 88,815) | ($ 48,815) | $ 3,568,197 | $ 4,812,330 | $ 8,380,527 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
103
Management Office: Chang, Kao-Yuan Accounting Office: Tsai, Jyb-Pyng
Gigastorage Corporation and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NTD thousands
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities: | |||
| A10000 | Net loss before tax for the year | ($ 781,418) | ($ 887,849) |
| A20010 | Adjustments: | ||
| A20100 | Depreciation expense | 452,023 | 402,424 |
| A20200 | Amortization expense | ||
| (including amortization | |||
| of other non-current | |||
| assets) | 3,809 | 16,324 | |
| A20300 | Expected credit impairment | ||
| (reversal gains) losses | 13,553 | ( 17,904 ) | |
| A20400 | Net loss (gain) on financial | ||
| assets at FVTPL | ( 51,605 ) | 8,775 | |
| A20900 | Financial costs | 143,172 | 145,072 |
| A21200 | Interest income | ( 15,779 ) | ( 48,910 ) |
| A21300 | Dividend income | ( 2,587 ) | ( 10,420 ) |
| A21900 | Share-based remuneration | ||
| costs | ( 1,889 ) | 9,423 | |
| A22300 | Share of associates and joint | ||
| ventures accounted for | |||
| using the equity method | ( 8,370 ) | 81,965 | |
| A22500 | Loss from disposal of | ||
| property, plant and | |||
| equipment | 36,643 | 66,105 | |
| A23200 | Gain on disposal of | ||
| investment accounted for | |||
| using the equity method | ( 25,642 ) | ( 58,286 ) | |
| A23700 | Impairment loss on | ||
| non-financial assets | 154,596 | 151,445 | |
| A23800 | Gain on reversal of | ||
| inventory write-downs | ( 24,059 ) | ( 40,859 ) | |
| A23900 | Unrealized (gains) losses on | ||
| transactions with | |||
| associates | ( 4,205 ) | 14,637 | |
| A24100 | Net foreign currency | ||
| exchange (gains) losses | 51,992 | ( 47,528 ) |
(Continued on next page)
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(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A29900 | Losses from disposal of subsidiaries | $ - | $ 70,176 |
| A30000 | Net changes in assets and liabilities related to operating activities. | ||
| A31125 | Contract assets | ( 2,838 ) | 95,675 |
| A31130 | Notes receivables | 730,726 | ( 1,142,050 ) |
| A31150 | Accounts receivables | ( 848,751 ) | ( 143,014 ) |
| A31160 | Accounts receivable – related party | 137,511 | ( 24,728 ) |
| A31180 | Other receivables | 157,334 | ( 675,457 ) |
| A31190 | Other receivables – related party | ( 972 ) | ( 289 ) |
| A31200 | Inventories | 90,600 | 41,450 |
| A31230 | Prepayments | ( 163,796 ) | 36,157 |
| A31240 | Other current assets | ( 37,522 ) | 3,756 |
| A32130 | Notes payable | 107 | 29 |
| A32150 | Accounts payable | 135,730 | ( 199,809 ) |
| A32160 | Accounts payable – related party | ( 108,346 ) | ( 306 ) |
| A32180 | Other payables | 1,330 | ( 14,997 ) |
| A32190 | Other payables – related party | ( 2,270 ) | ( 4,331 ) |
| A32230 | Other current liabilities | 137,263 | ( 6,462 ) |
| A32240 | Net defined benefit liabilities | 3,257 | ( 646 ) |
| A32990 | Other non-current liabilities | 4,578 | 10,102 |
| A33000 | Cash arising from operations | 174,175 | ( 2,170,330 ) |
| A33100 | Interests received | 15,131 | 51,722 |
| A33300 | Interests paid | ( 98,372 ) | ( 124,344 ) |
| A33500 | Income tax paid | ( 53,300 ) | ( 61,428 ) |
| AAAA | Net cash inflow(outflow) from operating activities | 37,634 | ( 2,304,380 ) |
| Cash flow from investment activities: | |||
| B00010 | Acquisition of financial assets measured at fair value through other comprehensive income | ( 5,400 ) | ( 11,600 ) |
| B00020 | Disposal of financial assets measured at fair value through other comprehensive income | - | 32,234 |
| B00040 | Acquisition of financial assets measured at amortized cost | - | ( 82,402 ) |
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(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B00100 | Acquisition of Financial assets at fair value through profit or loss | ($ 10,000) | $ - |
| B00200 | Disposal of Financial assets at fair value through other comprehensive income or loss | 40,402 | 20,361 |
| B01800 | Acquisition of investment accounted for using the equity method | ( 103,700) | ( 24,500) |
| B01900 | Disposal of investment accounted for using the equity method | 152,723 | 185,314 |
| B02700 | Acquisition of property, plant and equipment | ( 1,237,268) | ( 838,937) |
| B02800 | Disposal of property, plant and equipment | 13,753 | 29,958 |
| B03700 | Increase in refundable deposits | 32,163 | ( 4,561) |
| B04500 | Acquisition of intangible assets | ( 6,056) | ( 1,898) |
| B05000 | Cash inflow from merger | 55,133 | - |
| B09900 | Cash outflow on acquisition of subsidiaries | ( 54) | - |
| B05400 | Acquisition of investment property | - | ( 15,751) |
| B06600 | Decrease (Increase) in other financial assets | ( 242,503) | 325,855 |
| B06700 | Decrease (Increase) in other non-current assets | 3,858 | 29,319 |
| B07600 | Dividends received | 12,322 | 23,335 |
| BBBB | Net cash outflow from investment activities | ( 1,294,627) | ( 333,273) |
| Cash flow from financing activities: | |||
| C00100 | Increase in short-term borrowings | 351,653 | 76,676 |
| C00500 | Increase in short term notes and bills payable | - | 55,106 |
| C00600 | Decrease in short term notes and bills payable | ( 71,217) | - |
| C01200 | Issuance of bonds payable | - | 2,200,454 |
| C01300 | Repayment of bonds payable | - | ( 25,000) |
| C01600 | Borrowing of long-term loans | 573,911 | 946,665 |
| C01700 | Repayment of long-term loans | ( 354,867) | ( 1,105,023) |
| C03000 | Increase in guarantee deposits received | 1,602 | - |
| C03100 | Decrease in deposits received | - | ( 658) |
| C04020 | Repayment of lease liability principal | ( 44,476) | ( 32,496) |
| C05800 | Change in non-controlling interests (Note 31) | 437,171 | 113,338 |
| CCCC | Net cash inflow from financing activities | 893,777 | 2,229,062 |
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(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ($ 17,024) | $ 38,278 |
| EEEE | Decrease in cash and cash equivalents | ( 380,240) | ( 370,313) |
| E00100 | Balance of cash and cash equivalents at the beginning of the year | 1,950,631 | 2,320,944 |
| E00200 | Balance of cash and cash equivalents at the end of the year | $ 1,570,391 | $ 1,950,631 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chung, Kao-Yuan
Accounting officer: Tsai, Jyh-Pyng
Attachment VI
Independent Auditor's Report
To the Board of Directors and Shareholders
Gigastorage Corporation
Audit Opinion
We have audited the accompanying parent company only balance sheets of Gigastorage Corporation (the "Company") for the years ended December 31, 2025 and 2024 and the relevant parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the "parent company only financial statements").
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of Gigastorage Corporation as of December 31, 2025 and 2024 and its parent company only financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.
Basis of Opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the parent company only financial statements. We are independent of Gigastorage Corporation in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
As described in Note 1 to the parent company only financial statements, Gigastorage Corporation incurred a net loss of NT$321,765 thousand for the year ended December 31, 2025, and as of that date, its total current liabilities exceeded its total current assets by NT$487,351
thousand. Management's specific response measures are described in Note 1 to the parent company only financial statements. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2025 parent company only financial statements of Gigastorage Corporation. These matters were addressed in the content of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2025 parent company only financial statements of Gigastorage Corporation were as follows:
Authenticity of Revenues
The sales revenues of Gigastorage Corporation are mainly from the sales of solar conductive ribbons and solar powers. The sales revenues from specific clients and products changed significantly in 2025 and, therefore, we have included the authenticity of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
- We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
- To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Other Matters
The financial statements of certain equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the parent company only financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2025 and 2024, the above-mentioned investments under the equity method amounted to NT$2,254,040 thousand and NT$860,240 thousand, or 37.66% and 14.60% of total assets, respectively; the share of the above losses recognized under the equity method amounted to NT$(164,858) thousand and NT$(81,536) thousand, or (51.24)% and (27.06)% of net loss before tax, respectively for the years ended December 31, 2025 and 2024.
The financial statements of certain equity-method investees prepared in accordance with different financial reporting framework have not been audited by us, but have been audited by other independent auditors in accordance with different auditing standards. The above-mentioned financial statements have been converted into adjusted financial statements that conform to the
36
regulations governing the preparation of financial statements by securities issuers and we have performed the requisite audit procedures. Therefore, of our opinions on the parent company only financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors and the result of additional audit procedures performed in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and relevant provisions of auditing standards of the Republic of China. As of December 31, 2025, the share of the above losses recognized under the equity method amounted to NT$(961) thousand, or 0.32% of net loss before tax for the year ended December 31, 2025.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
The management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the parent company only financial statements to be free from material misstatement whether due to fraud or error.
In preparing the parent company only financial statements, the management is also responsible for assessing the ability of Gigastorage Corporation as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate Gigastorage Corporation or to cease operations, or has no other realistic alternative but to do so.
Those in charge of corporate governance (including the Audit Committee) are responsible for overseeing the reporting process of the financial statements of Gigastorage Corporation.
Auditor’s 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 auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also performed the following tasks:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error; design, and perform countermeasures for
37
assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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 effective in Gigastorage Corporation.
-
Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Gigastorage Corporation to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company only financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause Gigastorage Corporation to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the parent company only financial statements (including related notes), whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of Gigastorage Corporation to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of Gigastorage Corporation, and forming the audit opinion on Gigastorage Corporation.
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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of corporate governance, we determine those matters that were of most significance in the audit of the 2025 parent company only financial statements of Gigastorage Corporation and are therefore the key audit matters. We
38
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditor’s report are Lin, Hsin-Tung and Lin, Cheng-Chih.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 27, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
39
Listr. NTD thousands
Gigastorage Corporation
Parent Company Only Balance Sheet
December 31, 2025 and 2024
| Code | Assets | December 31, 2025 | December 31, 2024 | Code | Liabilities and equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 1180 | Current assets | Current liabilities | |||||||||
| 1140 | Cash (Notes 4 and 6) | $ 110,094 | 2 | $ 218,250 | 4 | 2100 | Short-term borrowings (Notes 16 and 29) | $ 278,156 | 5 | $ 204,175 | 3 |
| 1170 | Contract assets - current (Notes 4, 20 and 28) | 2,838 | - | - | - | 2110 | Short-term notes and bills payable (Notes 16 and 29) | 152,614 | 2 | 219,695 | 4 |
| 1170 | Notes and Accounts receivable, net (Notes 4, 8 and 20) | 44,935 | 1 | 42,162 | 1 | 2170 | Accounts payable | 50,538 | 1 | 48,095 | 1 |
| 1180 | Accounts receivable - related party, net (Notes 4, 8, 20 and 28) | 6,054 | - | 26,069 | - | 2200 | Other payables (Note 17) | 33,529 | 1 | 38,036 | 1 |
| 1200 | Other receivables (Notes 4 and 8) | 10,706 | - | 4,333 | - | 2280 | Other payables - related party (Note 28) | 770 | - | 817 | - |
| 1210 | Other receivables - related parties (Notes 4, 8 and 28) | 4,508 | - | 1,651 | - | 2282 | Lease liabilities - current (Notes 4, 12 and 28) | 9,783 | - | 9,433 | - |
| 1220 | Current income tax assets (Notes 4 and 22) | 257 | - | 183 | - | 2399 | Long-term borrowings due within one year (Notes 16 and 29) | 387,094 | 6 | 117,683 | 2 |
| 130X | Inventories (Notes 4 and 9) | 13,173 | - | 30,962 | 1 | 171,724 | 3 | 68,709 | 1 | ||
| 1410 | Prepayments (Note 15) | 283,706 | 5 | 309,903 | 5 | 21XX | Total current liabilities | 1,084,208 | 18 | 706,643 | 12 |
| 1476 | Other financial assets - current (Notes 4 and 29) | 62,083 | 1 | 23,647 | - | Non-current liabilities | |||||
| 1479 | Other current assets (Notes 15 and 30) | 58,513 | 1 | 6,605 | - | 2540 | Long-term borrowings (Notes 16 and 29) | 1,192,350 | 20 | 1,200,149 | 21 |
| 11XX | Total current assets | 596,847 | 10 | 663,745 | 11 | 2580 | Lease liabilities - non-current (Notes 4, 12 and 28) | 78,273 | 1 | 76,260 | 1 |
| 2645 | Deposits received | 46,145 | 1 | 44,575 | 1 | ||||||
| Non-current assets | 2670 | Other non-current liabilities(Note 17) | 15,945 | - | 10,491 | - | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7) | 25XX | Total non-current liabilities | 1,332,713 | 22 | 1,331,475 | 23 | ||||
| 1550 | Investments using the equity method (Notes 4, 5,10, 28 and 29) | 6,149 | - | 7,428 | - | 2XXX | Total liabilities | 2,416,921 | 40 | 2,038,118 | 35 |
| 1600 | Property, plant and equipment (Notes 4, 11, 28 and 29) | 3,261,345 | 54 | 3,363,432 | 57 | Equity (Notes 4, 19 and 24) | |||||
| Capital stock | |||||||||||
| 1600 | Property, plant and equipment (Notes 4, 11, 28 and 29) | 1,747,033 | 29 | 1,136,674 | 19 | 3110 | Ordinary shares | 3,509,057 | 59 | 3,509,057 | 59 |
| 1755 | Right-of-use assets (Notes 4 and 12) | 91,794 | 2 | 90,362 | 2 | 3200 | Capital surplus | 351,158 | 6 | 1,699,864 | 29 |
| 1760 | Investment property (Notes 4, 13 and 29) | 166,656 | 3 | 125,639 | 2 | Accumulated losses | |||||
| 1780 | Intangible assets (Notes 4 and 14) | 321 | - | 461 | - | 3310 | Legal reserve | 14,689 | - | 14,689 | - |
| 1980 | Other financial assets non-current (Notes 4 and 29) | 16,785 | - | 6,724 | - | 3320 | Special reserve | 155,982 | 3 | 155,982 | 3 |
| 1990 | Other non-current assets (Notes 4, 15, 18 and 29) | 98,188 | 2 | 497,964 | 9 | 3350 | Losses to be offset | ( 325,059 ) | ( 6 ) | ( 1,359,158 ) | ( 23 ) |
| 3400 | Other equity | ( 137,630 ) | ( 2 ) | ( 166,303 ) | ( 3 ) | ||||||
| 15XX | Total non-current assets | 5,388,271 | 90 | 5,228,504 | 89 | 3XXX | Total equity | 3,568,197 | 60 | 3,854,131 | 65 |
| 1XXX | Total assets | $ 5,985,118 | 100 | $ 5,892,249 | 100 | Total liabilities and equity | $ 5,985,118 | 100 | $ 5,892,249 | 100 |
The accompanying notes are an integral part of the Parent company only financial statements.
(Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chung, Kao-Yuan
Accounting officer: Tsai, Jyh-Pyng
Gigastorage Corporation
Parent Company Only Comprehensive Income Statement
January 1 to December 31, 2025 and 2024
(In thousand NT$, but net losses per share is in NT$)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating revenues (Notes 4, 20 and 28) | $ 325,666 | 100 | $ 435,091 | 100 |
| 5000 | Cost of sales (Notes 9, 14, and 21) | 270,558 | 83 | 366,436 | 84 |
| 5900 | Gross profits | 55,108 | 17 | 68,655 | 16 |
| 5910 | Unrealized profits on sales | ( 75,989 ) | ( 23 ) | ( 93,264 ) | ( 21 ) |
| 5920 | Realized sales profits | 93,264 | 28 | 78,911 | 18 |
| 5950 | Realized gross profits | 72,383 | 22 | 54,302 | 13 |
| Operating expenses (Notes 14, 21 and 28) | |||||
| 6100 | Marketing expenses | 12,633 | 4 | 12,248 | 3 |
| 6200 | Administration expenses | 110,324 | 34 | 119,757 | 28 |
| 6300 | R&D expenses | 20,788 | 6 | 22,821 | 5 |
| 6000 | Total operating expenses | 143,745 | 44 | 154,826 | 36 |
| 6900 | Net operating loss | ( 71,362 ) | ( 22 ) | ( 100,524 ) | ( 23 ) |
| Non-operating income and expenses | |||||
| 7100 | Interest income (Note 21 ) | 1,251 | - | 1,214 | - |
| 7010 | Other income (Notes 21 and 28) | 23,014 | 7 | 52,567 | 12 |
| 7020 | Other gains and losses (Notes 4, 10 and 21) | ( 2,353 ) | ( 1 ) | ( 16,405 ) | ( 4 ) |
| 7050 | Financial costs (Notes 21 and 28) | ( 49,464 ) | ( 15 ) | ( 36,073 ) | ( 8 ) |
| 7070 | Share of profits or losses of subsidiaries, associates and joint ventures using the equity method (Notes 4 and 10) | ( 222,851 ) | ( 68 ) | ( 202,141 ) | ( 46 ) |
| 7000 | Total non-operating income and expenses | ( 250,403 ) | ( 77 ) | ( 200,838 ) | ( 46 ) |
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| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Net loss before tax | ($ 321,765) | ( 99 ) | ($ 301,362) | ( 69 ) |
| 7950 | Income tax expense (Notes 4 and 22) | - | - | - | - |
| 8200 | Net loss for the year | ( 321,765 ) | ( 99 ) | ( 301,362 ) | ( 69 ) |
| Other comprehensive income | |||||
| 8310 | Items not to be reclassified as profit or loss: | ||||
| 8311 | Remeasurement of defined benefit plan | - | - | ( 1,745 ) | - |
| 8316 | Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income | ( 1,099 ) | - | 4,986 | 1 |
| 8331 | Remeasurement of defined benefit plans of subsidiaries under the equity method | 402 | - | 941 | - |
| 8336 | Unrealized gains or losses on investments in equity instruments by subsidiaries under the equity method measured at fair value through other comprehensive income | 44,431 | 14 | ( 20,617 ) | ( 5 ) |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | ( 15,899 ) | ( 5 ) | 27,834 | 7 |
| 8381 | Exchange differences on translation of financial statements of foreign operations of subsidiaries recognized under the equity method | ( 243 ) | - | 18,245 | 4 |
| 8300 | Other comprehensive income for the year (net after tax) | 27,592 | 9 | 29,644 | 7 |
| 8500 | Total comprehensive income for the year | ($ 294,173 ) | ( 90 ) | ($ 271,718 ) | ( 62 ) |
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(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Net losses per share (Note 23) | |||||
| 9750 | Basic | ($ 0.92) | ($ 0.86) | ||
| 9850 | Diluted | ($ 0.92) | ($ 0.86) |
The accompanying notes are an integral part of the Parent company only financial statements. (Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chung, Kao-Yuan Accounting officer: Tsai, Jyh-Pyng
Unit: NTD thousands
44
Gigastorage Corporation
Parent Company Only Statement of Changes in Shareholders' Equity
January 1 to December 31, 2025 and 2024
| Code | Number of shares (in thousands) | Capital stock | Capital surplus | Retained earnings | Exchange differences on translation of financial statements of foreign operations | Unrealized gains (losses) on financial assets at fair value through other comprehensive income | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Number | $ | Legal reserve | Special reserve | Losses to be offset | ||||||
| A1 | Balance as of January 1, 2024 | 305,906 | $ | 3,509,057 | $ | 1,500,005 | $ | 14,689 | ( $ 1,029,500 ) | ( $ 122,516 ) |
| D1 | Net losses for 2024 | - | - | - | - | - | - | ( 301,362 ) | - | - |
| D3 | Other comprehensive income after tax for 2024 | - | - | - | - | - | - | ( 804 ) | 46,079 | ( 15,631 ) |
| D5 | Total comprehensive income for 2024 | - | - | - | - | - | - | ( 302,166 ) | 46,079 | ( 15,631 ) |
| M5 | Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 24) | - | - | 39,721 | - | - | - | - | 1,524 | 1,042 |
| M7 | Changes in ownership interest in subsidiaries (Notes 19 and 24) | - | - | 1,307 | - | - | - | - | 31 | - |
| C5 | Due to recognition of equity component of convertible bonds issued by a subsidiary | - | - | 106,567 | - | - | - | - | - | 106,567 |
| C7 | Changes in associates and joint ventures recognized under the equity method | - | - | 51,124 | - | - | - | - | - | 51,124 |
| N1 | Subsidiary share based payment transactions | - | - | 1,140 | - | - | - | - | - | 1,140 |
| Q1 | Disposal of equity instruments at fair value through other comprehensive income by a subsidiary | - | - | - | - | - | - | ( 27,492 ) | - | 27,492 |
| Z1 | Balance as of December 31, 2024 | 350,906 | 3,509,057 | 1,699,864 | 14,689 | 155,982 | ( 1,359,158 ) | ( 74,882 ) | ( 91,421 ) | 3,854,131 |
| D1 | Net losses for 2025 | - | - | - | - | - | ( 321,765 ) | - | - | ( 321,765 ) |
| D3 | Other comprehensive income after tax for 2025 | - | - | - | - | - | - | 402 | ( 16,142 ) | 43,332 |
| D5 | Total comprehensive income for 2025 | - | - | - | - | - | ( 321,363 ) | ( 16,142 ) | 43,332 | ( 294,173 ) |
| M5 | Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 24) | - | - | 7,547 | - | - | - | - | 1,656 | 129 |
| M7 | Changes in ownership interest in subsidiaries (Notes 19 and 24) | - | - | 205 | - | - | ( 732 ) | 533 | - | 26 |
| C7 | Changes in associates and joint ventures recognized under the equity method | - | - | - | - | - | ( 869 ) | - | - | ( 869 ) |
| C11 | Offsetting losses with capital surplus | - | - | ( 1,359,158 ) | - | - | 1,359,158 | - | - | - |
| C17 | Other adjustment in capital surplus | - | - | 3,291 | - | - | ( 2,950 ) | - | - | - |
| N1 | Subsidiary share based payment transactions | - | - | ( 591 ) | - | - | - | - | - | 341 |
| Q1 | Disposal of equity instruments at fair value through other comprehensive income by a subsidiary | - | - | - | - | - | - | 855 | ( 855 ) | - |
| Z1 | Balance as of December 31, 2025 | 350,906 | $ 3,509,057 | $ 351,158 | $ 14,689 | $ 155,982 | ($ 325,059 | ($ 88,815 ) | ($ 48,815 ) | $ 3,568,197 |
The accompanying notes are an integral part of the Parent company only financial statements.
(Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
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Chairperson: Chen, Chi-Ming
Managerial officer: Chung, Kao-Yuan
Accounting officer: Tsui, Jyb- Pyng
Gigastorage Corporation
Parent Company Only Cash Flow Sstatement
January 1 to December 31, 2025 and 2024
Unit: NTD thousands
| Code | Cash flow from operating activities: | 2025 | 2024 |
|---|---|---|---|
| A10000 | Net losses before tax for the year | ($ 321,765) | ($ 301,362) |
| A20010 | Income or expenses having no effect on cash flows | ||
| A20100 | Depreciation expense | 116,688 | 79,025 |
| A20200 | Amortization expenses | 426 | 364 |
| A20900 | Financial costs | 49,464 | 36,073 |
| A21200 | Interest income | ( 1,251) | ( 1,214) |
| A20400 | Gain on financial assets | ( 623) | - |
| A22400 | Share of profits or losses of subsidiaries, associates and joint ventures accounted for using the equity method | 222,851 | 202,141 |
| A22500 | Loss(gain) on disposal of property, plant and equipment | 7,925 | ( 15) |
| A23200 | Gain on disposal of investment accounted for using the equity method | ( 25,286) | ( 23,415) |
| A23700 | Impairment loss on non-financial asset | - | 15,288 |
| A23800 | Gain on inventory value recovery | ( 7,009) | 2,375 |
| A23900 | Unrealized profits on sales | 75,989 | 93,264 |
| A24000 | Realized sales profits | ( 93,264) | ( 78,911) |
| A24100 | Net foreign currency exchange loss (gain) | ( 2,486) | ( 3,446) |
| A29900 | Gain on disposal of subsidiary | - | 27,953 |
| A29900 | Lease modification benefit | ( 26) | ( 46) |
(Continued on next page)
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(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A30000 | Net changes in assets and liabilities related to operating activities. | ||
| A31125 | Contract assets | ($ 2,838) | $ 95,675 |
| A31130 | Notes receivables | ( 178) | 1,529 |
| A31150 | Accounts receivables | ( 2,698) | 26,010 |
| A31160 | Accounts receivable – related party | 19,956 | ( 17,688) |
| A31180 | Other receivables | ( 6,051) | 12,309 |
| A31190 | Other receivables – related party | ( 2,858) | 3,527 |
| A31200 | Inventories | 24,798 | 18,361 |
| A31230 | Prepayments | 26,197 | ( 14,450) |
| A31240 | Other current assets | ( 51,908) | ( 1,589) |
| A32150 | Accounts payable | 2,443 | ( 14,523) |
| A32180 | Other payables | 1,969 | ( 2,684) |
| A32190 | Other payables – related party | ( 47) | ( 7,325) |
| A32230 | Other current liabilities | 103,015 | ( 11,539) |
| A32240 | Net defined benefit liabilities | - | ( 1,381) |
| A32990 | Other non-current liabilities | 5,454 | 10,491 |
| A33000 | Cash arising from operations | 138,887 | 144,797 |
| A33100 | Interests received | 929 | 1,213 |
| A33500 | Income tax paid | ( 54) | ( 106) |
| AAAA | Net cash inflow(outflow) from operating activities | 139,762 | 145,904 |
| Cash flow from investment activities: | |||
| B00100 | Acquisition of Financial assets at fair value through profit or loss | ( 10,000) | - |
| B00200 | Disposal of Financial assets at fair Value through profit or loss | 10,623 | - |
| B00020 | Disposal of Financial assets at fair value through other comprehensive income or loss | - | 32,234 |
| B01800 | Acquisition of investment accounted for using the equity method | ( 203,731) | ( 28,500) |
| B01900 | Disposal of investment accounted for using the equity method | 98,703 | 157,755 |
| B02300 | Disposal of subsidiary(note 10) | - | 2,069 |
(Continued on next page)
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B02700 | Acquisition of property, plant and equipment | ($ 381,152) | ($ 504,731) |
| B02800 | Disposal of property, plant and equipment | 4,592 | 15 |
| B03700 | Decrease (increase) in refundable deposits | - | 360 |
| B04500 | Acquisition of intangible assets | ( 286) | ( 566) |
| B06500 | Increase in other financial assets | ( 48,497) | ( 11,264) |
| B06700 | Decrease(increase) in other non-current assets | 3,496 | 1,012 |
| B07600 | Dividends received | 9,735 | 12,915 |
| BBBB | Net cash outflow from investment activities | ( 516,517) | ( 374,701) |
| Cash flow from financing activities: | |||
| C00200 | Decrease in short-term borrowings | 73,981 | ( 7,826) |
| C00600 | Increase (decrease) in short term notes and bills payable | ( 71,217) | 55,106 |
| C01600 | Borrowing of long-term loans | 414,911 | 286,390 |
| C01700 | Repayment of long-term loans | ( 153,299) | ( 96,190) |
| C03000 | Increase in deposits received | 1,570 | 925 |
| C04020 | Repayment of lease liability principal | ( 9,830) | ( 14,354) |
| C05500 | Disposal of equity in subsidiaries (Note 26) | 54,155 | 90,588 |
| C05600 | Interests paid | ( 44,153) | ( 30,816) |
| CCCC | Net cash inflow(outflow) from financing activities | 266,118 | 283,823 |
| DDDD | Effect of exchange rate changes on cash | 2,501 | 2,501 |
| EEEE | Net increase (decrease) in cash and cash equivalents | ( 108,136) | 57,527 |
| E00100 | Cash balance at the beginning of the year | 218,230 | 160,703 |
| E00200 | Cash balance at the end of the year | $ 110,094 | $ 218,230 |
The accompanying notes are an integral part of the Parent company only financial statements. (Please refer to the audit report dated March 27, 2026 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chung, Kao-Yuan
Accounting officer: Tsai, Jyh-Pyng
Attachment VII
GIGASTORAGE CORPORATION
The 2025 Deficit Compensation Table
Unit: NT$
| Item | Amount |
|---|---|
| Beginning Unappropriated Retained Earnings | 0 |
| Add(Minus) | |
| Other comprehensive income (remeasurements of defined benefit plans) | 402,028 |
| Net loss in 2025 | (321,765,083) |
| Additional paid-in capital – others | (2,949,956) |
| Share of changes in equity of associates and joint ventures accounted for using the equity method | (868,935) |
| Changes in ownership interests in subsidiaries | (733,067) |
| Disposal of financial instruments measured at fair value through other comprehensive income | 855,618 |
| Ending Accumulated Deficit | (325,059,395) |
Chairman: Chen, Chi-Ming
Manager: Chung, Kao-Yuan
Accounting Supervisor: Tsai, Jyh-Pyng
Appendix I
GIGASTORAGE CORPORATION Articles of Incorporation
Chapter 1 General Provisions
Article 1: The company is organized in accordance with the Company Act of R.O.C. and named 國碩科技工業股份有限公司 in the Chinese language. The company Name in English shall be GIGASTORAGE CORPORATION (hereinafter referred to as the "Company").
Article 2: The lines of business of the company shall include the following:
I. CC01110 Computer and Peripheral Equipment Manufacturing
II. F401010 International Trade
III. CC01120 Data Storage Media Manufacturing and Duplicating
IV. I501010 Product Designing
V. F108031 Wholesale of Medical Devices
VI. F208031 Retail Sale of Medical Apparatus
VII. CC01080 Electronics Components Manufacturing
VIII. F119010 Wholesale of Electronic Materials
IX. F219010 Retail Sale of Electronic Materials
X. IG03010 Energy Technical Services
XI. D101040 Non-Public Electric Power Generation
XII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company shall have its registered head office in Hsinchu County, Taiwan, where necessary and with a resolution to do so by the Board of Directors (hereinafter referred to as the "Board"), set up branch offices either within or outside the territory of the Republic of China.
Article 4: The public announcement is based on Article 28 of the Company Act.
Chapter 2 Shares
Article 5: The total capital amount of the Company is authorized at five billion New Taiwan dollars (NT$5,000,000,000), which consists of five hundred million (500,000,000) common shares with a par value of ten New Taiwan dollars (NT$10) per share. The shares can be issued in installments. The board of directors may resolve to issue the shares which have never been issued when needed.
The total capital amount mentioned in the preceding paragraph shall reserve two hundred million New Taiwan dollars (NT$200,000,000) separated into twenty million (20,000,000) shares with a par value of ten New Taiwan dollars (NT$10) per share. The reserved shares shall be used for issuing share subscription warrant in installments upon the resolution of the board of directors.
Article 5.1: Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive shares bought back by the Company.
Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive share subscription warrant issued by the Company.
Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive new shares issued by the Company.
Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive restricted stock awards issued by the Company.
The Board of Directors is authorized to set the conditions.
Article 6: The Company may reinvest in other enterprises as deemed necessary for its business operations, and its total re-investment in other enterprises shall not be subject to the restriction of not more than forty percent (40%) of the Company's paid-in capital prescribed in Article 13 of the Company Act.
Article 7: The share certificates of the Company shall without exception be in registered form ad issued in accordance with the relevant laws and regulations.
For the shares to be issued by a company, the issuing company may be exempted from printing any share certificate for the shares issued. A company not printing its share certificate in accordance with the provision of the preceding paragraph shall register the issued shares with a centralized securities depository enterprise and follow the regulations of that enterprise.
Article 8: Share affairs shall be handled pursuant to the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 9: Deleted.
Article 10: The shareholders' names and the share transfer shall be registered within 30 days prior to the convening date of a regular shareholders' meeting, or within 15 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders' Meetings
Article 11: Shareholders' meetings of the company are of two kinds; Unless otherwise specified by the Company Act, the general meeting of the shareholders should be convened by the Board.
I. The regular meeting of shareholders shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown.
II. Extraordinary shareholders' meetings may be called whenever necessary.
Article 11-1: The shareholders' meetings may be held by teleconferencing or other means announced by the central authority.
Article 12: The chairman of the board of directors shall preside the shareholders' meetings. In case the or an executive director is on leave or unable to exercise his/her functional duties for any reason, a shareholder shall be designated to act in his/her behalf; and if no representative is so designated, the representative shall be elected by the shareholders from among themselves.
Article 13: A notice for convening a regular shareholders' meeting shall be given thirty (30) days before the meeting. A notice for convening a special shareholders' meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, the place and the subject(s) of the meeting. The notice of the shareholders' meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement.
A company whose shareholders may exercise their voting power in writing or by way of electronic transmission in a shareholders' meeting shall describe in the
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shareholders' meeting notice the method of exercising their voting power, in accordance with relevant laws and regulations.
Article 14: A shareholder may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney starting with the signatures or personal seals therein for the scope of power authorized to the proxy. Shareholders attended by proxy shall be subject to Article 177 of the Company Act and also to "the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authority.
Article 15: Except for when the shares are restricted, shares or are deemed non-voting, shares under Article 179 of the Company Act, shareholders of the company shall be entitled to one vote for each share held at the shareholders' meetings.
Article 16: Unless otherwise provided by the Company Act, a resolution of the shareholders' meeting shall be adopted by a majority votes of the shareholders present, who represent a majority of the total issued shares.
Chapter 4 Directors
Article 17: The Company shall have 9 to 11 directors and to be elected by the shareholders' meeting from among candidates with disposing capacity. For the company, if the percentage of shareholdings of all the directors selected is subject to the provisions separately prescribed by the competent authority in charge of securities affairs.
Since the 8th BOD, in case a candidate's nomination system is adopted by a company for election of the directors of the company; and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates, in accordance with Article 192-1 of the Company Act.
The company shall appoint independent directors, not less than three in number and not less than one-fifth of the total number of directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, methods of nomination and other matters for compliance with respect to Independent Directors shall be followed in accordance with the Rules for election of Directors and relevant laws.
Article 17.1: The Company shall establish an Audit Committee according to Article 14-4 of the Securities and Exchange Act.
Article 18: The board of directors is organized by the directors and shall have the following authorities:
I. To submit an operating plan.
II. To propose surplus earnings distribution or loss make-up plans
III. To propose increase or decrease of the capital amount.
IV. To enact major articles of incorporation and rules for the organization of the Company.
V. To appoint and dismiss the managerial officers of the Company.
VI. To establish and terminate the branch offices.
VII. To determine the budget and review the final accounts.
VIII. Other authorities granted by the resolution of the shareholders' meetings or in accordance with the Company Act.
Article 19: The chairman of the board of directors shall be elected by a majority of directors in attendance at the meeting attended by at least two-third of the directors. The chairman of the board of directors shall represent the Company externally.
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Article 20: Unless otherwise provided by the Company Act, meetings of the board of directors shall be called and chaired by its Chairman. Unless otherwise provided by the Company Act., the resolutions of the board of directors shall be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the Company.
The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The Board of Directors of the company could be convened in line with the Company Act, in writing or via email or fax and a meeting notice shall be sent to directors.
Article 21: When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the chairperson shall appoint one of the managing directors to act or if there are no managing directors, one of the directors shall be appointed to act as chair. Directors shall attend board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in his or her place. The proxy referred to the preceding paragraph may be the appointed proxy of only one person.
Article 22: Article deleted
Article 23: The board of the directors is authorized to determine the remuneration or salaries for the directors, in performing functional duties, taking into account the extent of his/her participation and contribution to the Company and with reference to the normal standard of the industry regardless of profit or loss of the Company. If the company has profits, it will also distribute remuneration in accordance with the provisions of Article 28-1. The company may purchase the liability insurance for the directors.
Chapter 5 Managerial Officers
Article 24: The company may appoint managers. The appointment, discharge, and the remuneration of managers shall be in accordance with Article 29 of the Company Act.
Article 25: Deleted.
Chapter 6 Accounting
Article 26: The fiscal year for the company shall be from January 1 of each year to December 31 of the same year. A business must close its books at the end of the fiscal year.
Article 27: At the end of each fiscal year, the board of directors of the Company shall prepare the following documents, which shall be submitted to the Audit Committee for auditing thirty (30) days prior to the regular shareholders' meeting pursuant to Article 228 of the Company Act. The Audit Committee shall submit the auditing report to the shareholders' meeting for approval. However, the Securities and Exchange Act or other laws shall be followed if they have been regulated in some other ways.
I. Business Report;
II. Financial Statements;
III. Proposal Concerning Appropriation of Earnings or Covering of Losses.
Article 28: The distribution of dividends and bonuses shall be based on the proportion of shares held by each shareholder. When the company has no surplus, no dividends and
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bonuses shall be distributed.
Article 28-1: The Company shall distribute 4% to 8% of profit of the current year as employees’ compensation and not higher than 3% of profit of the current year as the directors’ compensation. However, 20% to 80% of the total employee remuneration will be used to adjust the salaries or distribute remuneration to grassroots employees. However, if the Company still has accumulated losses, it shall first deduct the amount of accumulated losses before calculating the appropriation on the balance.
Employee remuneration and special incentives can be paid in stock or cash, and recipients of such payments may include employees of affiliated companies who meet certain conditions.
Matters regarding remuneration of directors and employees shall be handled in accordance with the relevant laws and regulations and shall be determined by the board of directors.
Article 29: If there are earnings in the Company’s annual final accounts, they shall be distributed in the following order:
I. After paying profit-seeking enterprise income tax
II. as well as making up losses of the previous years,
III. The profits from annual final accounts shall have 10% allocated for legal reserve, but if the legal reserve has reached the paid-in capital, no further allocations will be conducted.
IV. Thereafter, the Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations.
V. Any balance of the earnings together with the previous earnings which has not been distributed shall be distributed in accordance with the board of director’s proposal.
When providing the special surplus pursuant to laws, the Company shall, before distributing the earnings, set aside the special reserve in the same amount from the undistributed earnings in the previous period to cover the deficit in the “net increase in fair value of investment property accumulated in the previous period” and “net deductions from other equity accumulated in the previous period,” if any. Where the same still cannot cover the deficit, additional legal reserves shall be set aside from the current net profit after tax plus the items other than the current net profit after tax and current undistributed earnings to cover the deficit in full.
As for the company’s current industrial environment is changeable, the Company's dividends policy is to pay dividends from surplus considering factors such as the Company's current and future investment environment, cash requirements, domestic and overseas competitive conditions and capital budget requirements, and taking into account the shareholders' interest, maintenance of a balanced dividend and the Company's long term financial plan. If the retained earnings available for distribution of the current year reach 5% of the paid in capital of the Company, no less than 20% of the retained earnings available for distribution of the current year shall be distributed as dividend. If the retained earnings available for distribution of the current year do not reach 5% of the paid in capital of the Company, the Company may distribute no dividends. The cash portion of the dividends shall not be less than 20% of the total dividends in the form of cash and stock.
The dividends distribution ratio in the preceding paragraph could be adjusted taking into consideration finance, business and operations, etc.
Article 30: Profit appropriation is distributed to those who are entitled as shareholders in the
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shareholders' roster five (5) days prior to the record (base) date scheduled to distribute dividends and bonuses.
Chapter 7 Supplementary Provisions
Article 31: The Company may act as a guarantor externally as required for business in accordance with the government’s regulation.
Article 32: The Company’s organizational regulations and operational rules shall be separately enacted.
Article 33: Any matters insufficiently provided for in the Articles of Incorporation shall be handled in accordance with the Company Act.
Article 34: With the consent of the promoters in the promoters’ meeting, the Articles of Incorporations were duly stipulated on March 17, 1997. The Articles were duly amended on April 14, 1997 as the 1st amendment. (Omitted)
The 13th amendment was made on June 25, 2010.
The 14th amendment was made on June 28, 2011.
The 15th amendment was made on June 18, 2013.
The 16th amendment was made on June 22, 2015.
The 17th amendment was made on June 23, 2016.
The 18th amendment was made on June 21, 2017.
The 19th amendment was made on June 9, 2020.
The 20th amendment was made on July 26, 2021.
The 21st amendment was made on June 24, 2022.
The 22st amendment was made on June 27, 2025.
GIGASTORAGE CORPORATION
Chairman: Chen, Chi-Ming
Appendix II
GIGASTORAGE CORPORATION
Rules of Procedure for Shareholders' Meetings (Before Revision)
Approved by the Shareholders' Meeting on June 28, 2023.
I. The rules of procedures for this Corporation's shareholders' meetings, except as otherwise provided by law, regulation or the Articles of Incorporation, shall be as provided in these Rules.
II. The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxies (referred to as shareholders) where relevant.
Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check-in to the teleconferencing platform of the shareholders' meeting should be completed at least 30 minutes before the meeting starts, those who complete the check-in are considered to have attended the meeting in person.
Shareholders shall attend shareholders' meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification.
This Corporation 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.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
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 him/her in the meeting.
Shareholders who would like to attend the teleconferencing of shareholders' meeting should register with the Company at least two days before the shareholders' meeting.
For shareholders' meetings that are held by teleconferencing, the Company shall upload the meeting handbook, annual report and other relevant information to the teleconferencing platform of the shareholders' meeting, and keep them disclosed until the end of the meeting.
III. The shareholders' meeting notice should specify the following matters if the meeting is also made available through teleconferencing.
-
Methods of participation in the meeting through teleconferencing and for exercising their rights.
-
The handling of issues with the video conference platform or participation in the teleconference due to natural disasters, incidents or other force majeure events, including at least the following:
(1) The time or date when the abovementioned issues cannot be resolved and the meeting needs to be postponed or resumed.
(2) Shareholders who have not registered to participate in the shareholders' meeting by teleconferencing shall not participate in the postponed or resumption of the meeting.
(3) If the shareholder teleconference meeting cannot resume, and the total number of
shares represented in attendance still meet the statutory quorum for the resolutions conducted after subtracting the number of shares that attended the meeting by teleconferencing, the meeting may still continue without needing a postponement or resumption. For shareholders who originally choose to attend the shareholders' meeting by teleconferencing, the number of shares is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting.
(4) The handling methods for when the results for all the motions have been announced, and there are no extraordinary motions.
- Alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing. Except for the circumstances under Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be noted.
IV. Unless otherwise provided by law or regulation, this Corporation's shareholders' meetings shall be convened by the board of directors.
Any changes to the convening of a shareholders' meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholders' meeting is sent.
For the Company to hold a shareholders' meeting by video conference, unless otherwise specified in the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall be specified in the Articles of Incorporation and approved by resolution of the board of directors with the consent of more than half of the directors present at a board meeting attended by two-thirds or more of all directors.
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 or supervisors, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of an annual general meeting or 15 days before the date of an extraordinary shareholders' meeting. At least 21 days before an annual general meeting or 15 days before an extraordinary shareholders' meeting, an electronic copy of the meeting handbook and supplementary information shall be prepared and posted on the MOPS. However, in the event that the Company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and investors in China reached 30% or more as recorded in the shareholder register at the time of holding of the shareholders' meeting in the most recent fiscal year, it shall upload the electronic file 30 days prior to the day on which the shareholders' meeting is to be held. Physical copies of the shareholders' meeting handbook and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed within the Company's premises and at the stock transfer agent.
The abovementioned meeting procedure handbook and supplementary information shall be made available by the Company to shareholders in the following ways on the day of the shareholders' meeting:
- Distributed on-site at the venue of the shareholders' meeting where the physical meeting is held.
- If the shareholders' meeting is also available through teleconferencing, distribute the
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materials at the physical venue, and upload the electronic files to the teleconferencing platform.
- If the shareholders' meeting is held by teleconferencing, the electronic files shall be uploaded to the teleconferencing 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 or supervisors, 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. 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; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice.
Where re-election of all directors and supervisors 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 this Corporation 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. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided the proposal containing more than one item will be included in the meeting agenda of the Board of Directors. 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.
Prior to the book closure date before a regular shareholders' meeting is held, this Corporation 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 the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, this Corporation 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.
V. The venue for a shareholders' meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
If the shareholders' meeting is held by teleconferencing, it is not subject to the restriction on the revenue as specified in the preceding paragraph.
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VI. 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 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, at least one supervisor 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.
This Corporation may appoint its attorneys, certified public accountants or related persons it has retained to attend a shareholders’ meeting in a non-voting capacity.
VII. A shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy.
A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
After the service of the power of attorney of a proxy to the company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Should the shareholder decide to attend a shareholders’ meeting by teleconferencing after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
VIII. This Corporation, 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.
For the shareholders’ meetings held by teleconferencing, the Company shall retain
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records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting.
The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling teleconferencing tasks.
If the shareholders' meeting is to be held by teleconferencing, the Company should audio- and video-record the backend operation interface of the teleconferencing platform.
IX. Attendance at shareholders 'meetings shall be calculated based on number of shares. The number of shares in attendance is counted based on the meeting sign-in log or submitted attendance cards and the shareholding reported on the teleconferencing platform, together with the shares with the written or electronic voting rights.
The chair is to call the meeting to order at the designated meeting time, and at the same time announce the number of non-voting rights and number of shares present and other relevant information.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. The chair is to announce the meeting adjourned if still less than 1/3 of the total issued shares are presented at the meeting after the postponement twice. For the shareholders' meeting held by teleconferencing, the Company shall announce the adjournment of the meeting on the teleconferencing 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. Shareholders who wish to attend the shareholders' meeting which is to be held by teleconferencing shall register with the Company in accordance with Article 2.
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.
X. 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.
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
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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.
XI. 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 not have 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.
For the shareholders' meetings held by teleconferencing, the shareholders who attend the meeting by teleconferencing may raise their questions in text form on the teleconferencing platform after the chair announces the start of the meeting and before the chair announces the ending of the meeting. A shareholder may not raise their questions more than twice for a single motion, and each question is limited to 200 words. These do not apply to the requirements of Paragraph 1 to 5.
The abovementioned questions which do not violate the rules or do not exceed the scope of the motion should be disclosed on the teleconferencing platform as public knowledge.
XII. Voting at a shareholders meeting shall be calculated based the number of shares.
The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.
A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another 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.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed $3\%$ of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
XIII. 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 this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence.
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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 this Corporation 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 this Corporation before two days before the date of the shareholders meeting. When 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 by teleconferencing, 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 2 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. If 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 this Corporation'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 this Corporation.
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.
After the chairperson announces the start of the meeting, the shareholders who participate in the meeting through teleconferencing shall conduct voting on various motions and election through the teleconferencing platform, and must complete the voting before the chairperson announces the close of voting. Those who do not complete the voting before the announced ending time are considered abstention.
For the shareholders’ meetings held by teleconferencing, the votes shall be counted once after the chair announces the close of voting, and the results of the voting and election will be announced.
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For the shareholders' meetings also held by teleconferencing, shareholders who have already registered to attend the meetings by teleconferencing in accordance with the provisions of Article 2 but wish to attend the physical meetings shall take the procedures same as the registration to cancel their registration at least two days before the meeting. Those who fail to cancel the registration on time can only attend the meetings by teleconferencing.
Those who exercise their voting rights by correspondence or by electronic means without retracting their voting rights already exercised and participate in shareholders' meetings by teleconferencing shall not exercise their voting rights on the original motion, propose amendment to the original motion or exercise their voting rights on the revision of the original motion, except for extraordinary motions.
XIV. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation and the voting results shall be announced on-site immediately, including the names of those elected or not elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 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.
XV. Matters related to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation 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 or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.
The minutes of the shareholders' meeting held by teleconferencing should record the items mentioned in the preceding paragraph, the starting and ending time of the meeting, the convening method of the meeting, the name of the chairperson and the meeting minute taker, the measures taken when the teleconferencing platform or the teleconference experiences natural disasters, incidents or force majeure.
The meeting minutes should also specify the alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.
XVI. The number of shares owned by the solicitors, the entrusted proxies and shareholders attending the shareholders' meeting in writing or electronically is compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. For shareholders' meetings that are held by teleconferencing, the Company shall upload the above information to the teleconferencing platform at least 30 minutes before the start of the meeting, and keep them disclosed until the end of the meeting.
When the shareholders' meeting by teleconferencing is announced to start, the number of voting rights of the attending shareholders is disclosed on the teleconferencing platform. The same applies to when the total number of shares of the shareholders in attendance and the number of voting rights in attendance are compiled again during the meeting.
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If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under the Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
XVII. 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.
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.
XVIII. 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 any device other than the public address equipment set up by this Corporation, 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.
XIX. For shareholders’ meetings that are held by teleconferencing, the Company immediately discloses the voting results of motions and election results to the teleconferencing platform of the shareholders’ meeting in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting.
XX. Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding teleconferencing shareholders’ meetings, and the chair should announce the address of the place at the beginning of the meeting.
XXI. For shareholders’ meetings that are held by teleconferencing, the Company shall provide shareholders with a simple connection test before the meeting, and provide relevant services before and during the meeting to resolve technical communication problems.
For shareholders’ meetings that are held by teleconferencing, the chairperson should announce at the start of the meeting that except when there is no need to postpone or continue the meeting in accordance with Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the provisions of Article 182 of the Company Act is not applicable to the date of meeting postponement or resumption within 5 days for the interruption to the teleconferencing platform or the meeting lasting more than 30 minutes due to natural disasters, incidents or force majeure, before the chair announces the end of the meeting.
In the event of a meeting postponement or resumption in the preceding paragraph, shareholders who have not registered to participate in the shareholders’ meeting by teleconferencing shall not participate in the postponed or resumption of the meeting.
In accordance with the provisions of Paragraph 2 for meeting postponement and resumption, shareholders who have registered and completed the check-in to the original meeting by teleconferencing, but do not participate in the postponed or resumed
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meeting, the shares shown presented at the original shareholders' meeting, and the voting rights and election rights already exercised shall be included in the total number of shares, and number of voting rights and election rights of the postponed or resumed meeting.
For the shareholders' meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss or resolve the motions for which voting and counting of votes have been completed and the voting results and the election of directors and supervisors have been announced.
If the teleconference shareholders' meeting cannot resume as described in Paragraph 2, and the total number of shares represented in attendance still meet the statutory quorum for the convening of the meeting after subtracting the number of shares that attended the meeting by teleconferencing, the meeting should still continue without needing a postponement or resumption in accordance with Paragraph 2.
In the event of a meeting to be resumed as described in the preceding paragraph, for shareholders who originally choose to attend the shareholders' meeting by teleconferencing, the number of shares is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting.
If the Company postpones or resumes the meeting according to the provisions of Paragraph 2, the relevant preparation should be conducted based on the date of the original shareholders' meeting in accordance with Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
In accordance with period specified by the 2nd half of Article 12 and Paragraph 3, Article 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-5 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of shareholders' meeting in accordance with the provisions of Paragraph 2.
XXII. Alternative measures should be taken for shareholders who may have difficulties joining the meeting by teleconferencing. Except for the circumstances under Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be noted.
XXIII. 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 III
GIGASTORAGE CORPORATION Shareholdings of All Directors
I. The paid-up capital of the Company stands at NT$ 3,509,056,890 with 350,905,689 shares.
II. In accordance with Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, all directors should hold a minimum of 14,036,227 shares in the Company.
III. As of the book closure date (2026/4/28) for the 2026AGM, shareholding information of all directors and was as follows:
| Title | Name | Date Elected | Term | As of the book closure date, shareholding information of directors | |
|---|---|---|---|---|---|
| Number of shares held | Shareholdings % | ||||
| Chairman | Chen, Chi-Ming | 2024.6.26 | 3 years | 12,174,000 | 3.47% |
| Director | Chen, Su-Hui | 2024.6.26 | 3 years | 8,937,841 | 2.55% |
| Director | Chen, Min- Min | 2024.6.26 | 3 years | 3,173,556 | 0.90% |
| Director | Wang, Ming-Lang | 2024.6.26 | 3 years | 22,350 | 0.01% |
| Director | Chien, Jui-Yao | 2024.6.26 | 3 years | 0 | 0.00% |
| Independent Director | Tsai, Ching-Me | 2024.6.26 | 3 years | 0 | 0.00% |
| Independent Director | Wei, Jen-Yu | 2024.6.26 | 3 years | 0 | 0.00% |
| Independent Director | Lin, Chin-Mao | 2024.6.26 | 3 years | 0 | 0.00% |
| Independent Director | Chiu, Sheng-Min | 2024.6.26 | 3 years | 0 | 0.00% |
| Total | 24,307,747 | 6.93% |
Note 1: In compliance with legal requirements, the Company has set up an Audit Committee. Therefore, it is not applicable to state the number of shares required to be held by the supervisors