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GT AGM Information 2026
51861_rns_2026-05-13_9373b400-8ead-40b9-a3a4-f898f3a53109.pdf
AGM Information
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CHIU TING MACHINERY CO., LTD.
2026 Annual Shareholders’ Meeting Agenda
I. Call for the Meeting (reporting the total number of shares represented by shareholders present)
II. Chairman’s Remarks:
III. Report Items:
(I) Operating conditions in 2025.
(II) Audit Committee’s Review Report.
(III) Reports on 2025 employee compensation and Directors’ remuneration distribution.
(IV) Report on Director’s Remuneration for 2025.
IV. Acknowledgements:
(I) Approved the 2025 Business Report and Financial Statements.
(II) Approved the 2025 Earnings Distribution Plan.
V. Election Matters:
(I) Re-election of Directors of the Company.
VI. Other Discussions:
(I) Release of the Company’s Directors from the prohibition of engaging in competing business.
VII. Extempore Motions
VIII. Adjournment
Report Items
I. Operating conditions in 2025. (Please refer to page 5-10)
II. Audit Committee’s Review Report. (Please refer to page 11)
III. Reports on 2025 employee compensation and Directors’ remuneration distribution. (Please refer to page 12)
IV. Report on Director’s Remuneration for 2025. (Please refer to page 13)
Proposal Items
Proposal 1 …………………………… Proposed by the Board of Directors
Proposal: Proposal for the Ratification of 2025 Business Report and Financial Statements.
Explanation: The Board of Directors approved the Company’s 2025 Business Report and Financial Statements audited by CPAs of Crowe (TW), CPAs Huang, Chien-Chen and Yang, Chen-Yu, and the Audit Committee has completed its review and issued the Audit Committee’s Audit Report (see pages 14-31).
Resolution:
Proposal 2 …………………………… Proposed by the Board of Directors
Proposal: Proposal for the Ratification of the 2025 Earnings Distribution Plan.
Explanation:
- The Company’s after-tax earnings in 2025 was NT$13,604,735. After adding the unappropriated earnings of NT$754,327,550 at the beginning of the period and adding the remeasurement of the defined benefit plan recognized in retained earnings of NT$1,670,730, the Company’s distributable earnings amounted to NT$769,603,015.
-
The Company’s earnings distribution for 2025 is as follows: After setting aside NT$1,527,547 as legal reserve, representing 10% of earnings, in accordance with applicable laws and the Articles of Incorporation, the Company proposes to retain the 2025 earnings in 2026 and not distribute dividends to shareholders.
-
Earnings Distribution Table (Please refer to page 32).
Resolution:
Election Matters
Proposal 1 ... Proposed by the Board of Directors
Proposal: Re-election of Directors of the Company. Submitted for discussion.
Explanation:
-
The term of office of the Company’s directors will expire on June 12, 2026. The Company proposes to conduct a full re-election of directors at the 2026 Annual Shareholders’ Meeting. With the consent of all incumbent directors, their duties shall be extended until the newly elected directors assume office following the director re-election at the Annual Shareholders’ Meeting on June 16, 2026.
-
In accordance with Article 18 of the Company’s Articles of Incorporation, seven directors (including the election of three independent directors) shall be elected at the Annual Shareholders’ Meeting for a three-year term commencing on June 16, 2026 and ending on June 15, 2029.
3
- In accordance with Article 18 of the Company’s Articles of Incorporation, a candidate nomination system was adopted and the “List of Director Candidates” was reviewed and approved at the 15th Meeting of the 9th Board of Directors.
Election Results:
Other Discussions
Proposal 1 ... Proposed by the Board of Directors
Proposal: Discussion on the release of the Company’s directors from the prohibition of engaging in competing business.
Explanation:
-
Article 209 of the Company Act stipulated that a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
We proposed to the shareholders’ meeting to release such directors from the prohibition of engaging in competing business from the date of their appointment as director or manager of each such peer company.
Resolution:
Extempore Motions
Adjournment
Attachment I
Business Report
Dear Shareholders,
In 2025, following the substantial interest rate hikes previously implemented by the U.S. Federal Reserve, inflationary pressures gradually eased, and monetary policy shifted toward interest rate cuts. The cumulative rate cuts for the year amounted to approximately 1%, bringing the target interest rate range down to 3.75% to 4.00%. However, affected by market uncertainty surrounding U.S. policies, inflation data did not continue to decline significantly, prompting the Federal Reserve to adopt a more cautious approach to the pace and magnitude of interest rate cuts. Overall financial conditions remained at relatively high interest rate levels. As a result, market demand in the United States has become more cautious, thereby affecting the Company's operating performance. Revenue for 2025 was NT$1.302 billion, representing a decrease of 2.74% from NT$1.339 billion in 2024.
Looking ahead to 2026, the Company continues to face challenges arising from the high interest rate environment, international policy uncertainties, and raw material price fluctuations caused by geopolitical conflicts, and overall market demand is still unlikely to rebound significantly in the short term. In particular, high interest rates have had a suppressive effect on the U.S. real estate market and consumer spending, further affecting end-demand performance, and the operating environment remains under pressure.
Facing challenges in the external environment, the Company continued to promote product upgrades and market expansion. This year, we have launched several new models, and we hope to stimulate customer demand through product innovation and inject growth momentum into operations. At the same time, the Company has also restructured the Yongcheng Plant as a processing center, with related equipment being installed in phases. The overall production environment and manufacturing capabilities are expected to be further enhanced, which will help strengthen customers' trust in the Company and its competitive advantages.
On behalf of the Board of Directors and all employees, I would like to express my sincere appreciation to all shareholders for your continued support and encouragement. Going forward, the Company will continue to enhance its operating fundamentals, prudently respond to market changes, and remain committed to creating long-term, sustainable value for shareholders.
Finally, we extend our best wishes.
Good health and all the best!
Chairman: Chuang, Po-Yen
I. 2025 Business Report
- Implementation results of the 2025 business plan: Unit: NT$ thousand
| Item | 2025 | 2024 | Increase (Decrease) Amount | % |
|---|---|---|---|---|
| Net operating income | 1,302.082 | 1,338.821 | (36,739) | (2.74%) |
| Operating costs | (1,175,261) | (1,181,367) | (6,106) | (0.52%) |
| Gross profit | 126,821 | 157,454 | (30,633) | (19.46%) |
| Operating expenses | (94,918) | (100,465) | (5,547) | (5.52%) |
| Operating Profit | 31,903 | 56,989 | (25,086) | (44.02%) |
| Non-operating income and expenses | (14,877) | 58,295 | (73,172) | (125.52%) |
| Net income before income tax of continuing operations | 17,026 | 115,284 | (98,258) | (85.23%) |
| Income tax expenses | (3,421) | (23,070) | 19,649 | (85.17%) |
| Net income from continuing operations | 13,605 | 92,214 | (78,609) | (85.25%) |
| Loss from discontinued operations | - | - | ||
| Net profit for the year | 13,605 | 92,214 | (78,609) | (85.25%) |
Note: This is the number in the consolidated statement
- State of budget implementation
The Company is exempt from preparing financial projections as regulated
7
- Revenue and expenditure and profitability analysis
| Item | 2025 | 2024 | ||
|---|---|---|---|---|
| Profitability | Return on total assets (%) | 0.82 | 4.09 | |
| Return on equity (%) | 0.84 | 5.73 | ||
| Ratio to paid-in capital (%) | Income from operations | 4.88 | 8.72 | |
| Net income before tax | 2.60 | 17.64 | ||
| Net profit margin (%) | 1.04 | 6.89 | ||
| Earnings per share (NT$) | 0.21 | 1.41 |
Note: This is the number in the consolidated statement
Due to a significant decrease in shipment volume in 2025 compared with 2024, the ratios related to financial income and expenses and profitability declined from the previous year.
- State of research and development
(1) Overview of Research and Development
The Company has a professional R&D team and continues to allocate resources to new product development and process optimization. As of the end of 2025, the Company had 18 R&D personnel. R&D expenses for the most recent two years were NT$24,540 thousand in 2025 and NT$24,385 thousand in 2024, accounting for 1.88% and 1.82% of revenue, respectively.
The current R&D focuses are as follows:
a. Modular design: Enhancing specification consistency and product versatility.
b. High-speed technology: Shortening processing time and improving production efficiency.
c. Precision processes: Strengthening product quality and stability.
d. Safety-oriented design: Ensuring product safety during use.
e. Energy-saving development: Reducing energy consumption and resource waste.
(2) Future research and development plan
The new products planned for future development by the Company are as follows:
a. Rotary sawing machine
b. Automated wood planer
c. Manual wood planer
II. Outline of 2026 Business Plan
-
Operational policy
a. Continue to deepen the Company’s presence in the woodworking machinery segment and, in addition to existing products, develop woodworking machinery products for other applications to enhance product diversity.
b. Improve raw material quality and production processes to reduce costs while taking environmental sustainability into account.
c. Implement internal control systems to enhance overall operating performance. -
Business objectives
The business target for 2026 is to sell 56,000 units of woodworking machines. -
Important production and marketing policy
a. Implement quality inspection and control mechanisms and extend them to the supplier system to ensure product quality.
b. Enhance the processing technologies of satellite factories and establish long-term, stable cooperative relationships.
c. Actively expand the customer base and establish broader marketing channels.
III. Company’s Future Development Strategy
In response to the ever-changing economic environment, in addition to strengthening the Company’s physical structure and research and development capabilities, the Company has developed the following strategies as the direction of its development:
- Long-term:
(1) Strengthen customer service to enhance the value of the Company’s products and proprietary brand.
(2) Increase R&D investment and expand customer sources, while actively broadening the sales network.
(3) Develop environmentally friendly products and adopt recyclable and reusable materials to implement sustainable operations.
8
- Short-term:
(1) Gain an in-depth understanding of customer needs as the basis for new product development, while actively developing new customers and new markets.
(2) Actively participate in international machinery exhibitions to enhance the Company’s brand awareness and market visibility.
(3) Seek advertising opportunities in overseas professional trade and technical publications to attract potential customers and expand the market.
IV. Impact of the External Competition, the Regulatory Environment, and the Macroeconomic Conditions
-
External competition:
In 2025, under the U.S. Federal Reserve’s tight monetary policy, inflation gradually eased but had not yet reached the 2% target range, while interest rates remained between 3.75% and 4.00%. The high interest rate environment suppressed demand in the real estate market and affected consumer purchasing power, resulting in overall market demand not yet recovering to the levels seen during the pandemic.
On the supply side, as demand remained weak, no significant capacity expansion was observed, and the market continued to experience shifting competitive dynamics. Looking ahead to 2026, overall demand is expected to remain conservative. The Company will actively develop customer demand to sustain operating growth momentum. -
Regulatory environment:
The Company operates manufacturing facilities in Taiwan and China. All business activities are conducted in compliance with local laws and regulations. The Company also continues to monitor changes in relevant regulations and make timely adjustments as needed. -
General business environment:
(1) Affected by international geopolitical conflicts, fluctuations in oil prices have driven up raw material prices, while inflationary pressure remains. As a result, U.S. interest rates have remained at 4.25%–4.50%, reducing the likelihood of rate cuts in the short term and further affecting consumption and investment demand.
9
(2) The global economy continues to be affected by inflation, geopolitical risks, and uncertainties in trade policies. Market demand recovery remains limited, and the overall operating environment in 2026 is expected to remain challenging.
(3) In addition to economic factors, non-economic factors such as climate change and public health issues will also continue to affect business operations. The Company will strengthen its environmental adaptability and operational resilience to address future uncertainties and ensure sustainable development.
Chairman: Chuang, Po-Yen
Manager: Chang, Yung-Han
Accounting Supervisor: Chen, Chih-Pin
Attachment II
巨庭機械股份有限公司
審計委員會審查報告書
茲准董事會造送本公司一一四年度營業報告書及財務報表（含合併財務報表）等表冊，其中財務報表（含合併財務報表）業經董事會委託國富浩華聯合會計師事務所黃千真會計師及楊貞瑜會計師查核竣事提出查核報告。上開董事會造送之各項表冊，經本審計委員會審查認為尚無不符，爰依證券交易法第十四條之四及公司法第二一九條之規定報請鑑核。
此致
本公司一一五年股東常會
巨庭機械股份有限公司
審計委員會召集人：周維安
委員：蔡心思
委員：廚興亮
中華民國一一五年三月十一日
11
Attachment III
Reports on 2025 employee compensation and directors’ remuneration distribution
-
To reward employees and directors for their contributions and efforts, Article 30 of the Company’s Articles of Incorporation provides that: “If the Company records a profit in any fiscal year, it shall allocate no less than 1% of such profit as employee remuneration and no more than 5% as director remuneration.” Of the total amount of employee compensation mentioned above, no less than 50% shall be allocated to grassroots employees.
-
The Company’s remuneration to employees and directors for 2025 were reviewed and approved by the 10th meeting of the 5th Remuneration Committee on March 11, 2026, and submitted to and approved by the 15th meeting of the 9th Board of Directors. The Company proposes to appropriate 2.5% and 0.8% of income before tax as employee remuneration and director remuneration, respectively.
-
The Company’s net income before tax for 2025 before employee remuneration and director’s remuneration was NT$17,607,038. Therefore, the amount of employee remuneration and director’s remuneration were NT$440,176 and NT$140,856, respectively, which were paid in cash.
12
Attachment IV
Report on Director's Remuneration for 2025
Unit: NT$ thousand
| Title | Name | Director's remuneration | Sum of A+B+C+D and ratio to net income (Note 10) | Relevant remuneration received by directors who are also employees | Sum of A+B+C+D+E+F+G and ratio to net income (Note 10) | Remuneration received from investee enterprises other than subsidiaries (Note 11) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) (Note 2) | Retirement pay and pension (B) | Director's remuneration (C) (Note 3) | Operational execution expenses (D) (Note 4) | Salary, bonuses, and allowances (E) (Note 5) | Retirement pay and pension (F) | Employee profit-sharing compensation (G) (Note 6) | ||||||||||||||||
| The Company | Companies in the Consolidated Financial Statements (Note 7) | The Company | Companies in the Consolidated Financial Statements (Note 7) | The Company | Companies in the Consolidated Financial Statements (Note 7) | The Company | Companies in the Consolidated Financial Statements (Note 7) | The Company | Companies in the Consolidated Financial Statements (Note 7) | The Company | Companies in the Consolidated Financial Statements (Note 7) | The Company | Companies in the Consolidated Financial Statements (Note 7) | Cash | Stock | Cash | Stock | |||||
| Chairman | Chuang, Po-Yen | - | - | - | - | 35 | 35 | 18 | 18 | 53 0.39% | 53 0.39% | 2,773 | 2,773 | - | - | 4 | - | 4 | - | 2,830 20.80% | 2,830 20.80% | |
| Director | Chang, Cho-Chen | - | - | - | - | 35 | 35 | 18 | 18 | 53 0.39% | 53 0.39% | 2,436 | 2,436 | - | - | 4 | - | 4 | - | 2,493 18.32% | 2,493 18.32% | |
| Director | Chuang, Chia-Ling | - | - | - | - | 35 | 35 | 18 | 18 | 53 0.39% | 53 0.39% | 791 | 791 | 38 | 38 | 4 | - | 4 | - | 886 6.51% | 886 6.51% | |
| Director | Chien Hsin Trading Co., Ltd. Representative: Liang, Yu-Lun | - | - | - | - | 35 | 35 | 11 | 11 | 46 0.34% | 46 0.34% | - | - | - | - | - | - | - | - | 46 0.34% | 46 0.34% | |
| Director | Chou, Wei-Hsien | - | - | - | - | 420 | 420 | - | - | 420 3.09% | 420 3.09% | - | - | - | - | - | - | - | - | 420 3.09% | 420 3.09% | |
| Director | Liu, Chao-Kiang | - | - | - | - | 360 | 360 | - | - | 360 2.65% | 360 2.65% | - | - | - | - | - | - | - | - | 360 2.65% | 360 2.65% | |
| Director | Tsai, Hsin-Yuan | - | - | - | - | 420 | 420 | - | - | 420 3.09% | 420 3.09% | - | - | - | - | - | - | - | - | 420 3.09% | 420 3.09% | |
| 1. Please specify the independent director remuneration policy, system, standard, and structure, and the connection between the amount of remuneration and the factors, such as their job responsibilities, risks, and time contributed. To strengthen the independence of Independent Directors, the Company adopts a fixed remuneration system. Independent Directors, including those concurrently serving as members or conveners of various committees, receive fixed monthly remuneration. 2. In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements in the most recent fiscal year to compensate directors for their services (such as being non-employee consultants): None. |
Attachment V
Chiu Ting Machinery Co., Ltd.
CPA's Audit Report
Crowe
國富浩華聯合會針師事務所
Crowe (TW) CPAs
403502 台中市西區臺灣大道二段 285號15樓
15F., No.285, Sec.2, Taiwan Blvd., West Dist., Taichung City 403502, Taiwan
Tel +886 4 36005588
Fax +886 4 36005577
www.crowe.tw
To: Chiu Ting Machinery Co., Ltd.
Audit Opinion
We have audited the parent company only balance sheets of Chiu Ting Machinery Co., Ltd. as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of Chiu Ting Machinery Co., Ltd. as of December 31, 2025 and 2024, and its parent company only financial performance and parent company only cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing. Our responsibilities under those standards are further described in the section "Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements." The personnel of the firm to which we belong who are subject to independence requirements have remained independent of Chiu Ting Machinery Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China and have fulfilled their other responsibilities under the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Chiu Ting Machinery Co., Ltd. for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and in forming our opinion thereon, and we do not express a separate opinion on these matters.
14
Crowe
The key audit matters identified in our audit of the parent company only financial statements of Chiu Ting Machinery Co., Ltd. for the year ended December 31, 2025 are described as follows:
I. Credit Risk of Notes and Accounts Receivable
The allowance for expected credit losses on receivables is assessed by management based on overdue receivables and the related loss rates. As the estimation and judgment of such loss rates are subject to management’s subjective judgment, the assessment of expected credit losses was identified as one of the significant areas in our audit of the parent company only financial statements.
Our principal audit procedures included testing the policies and implementation related to expected credit losses on receivables, including the calculation of loss rates under the provision matrix; obtaining the receivables aging details and overdue aging analysis provided by management; selecting samples for confirmation; testing whether the overdue aging categories were properly classified; verifying whether impairment losses were recognized in accordance with the provision matrix established by the Company; testing subsequent collections on a sample basis to evaluate the reasonableness of the allowance for expected credit losses; and assessing whether management’s disclosures related to impairment of receivables were appropriate.
Responsibilities of Management and Those Charged with Governance for the Parent Company
Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for maintaining such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is also responsible for assessing the ability of Chiu Ting Machinery Co., Ltd. to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless management either intends to liquidate Chiu Ting Machinery Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance of Chiu Ting Machinery Co., Ltd., including the Audit Committee, are responsible for overseeing the financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing will always detect a material misstatement when it exists. Misstatements may arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
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Crowe
In conducting an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism. We also perform the following tasks:
I. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error; design and perform audit procedures responsive to those risks; and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. As fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error.
II. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances; however, the purpose is not to express an opinion on the effectiveness of the internal control of Chiu Ting Machinery Co., Ltd.
III. Evaluate the appropriateness of accounting policies used by management and the reasonableness of accounting estimates and related disclosures made by management.
IV. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Chiu Ting Machinery Co., Ltd. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw users’ attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Chiu Ting Machinery Co., Ltd. to cease to continue as a going concern.
V. Evaluate the overall presentation, structure, and content of the parent company only financial statements, including the related notes, and whether the parent company only financial statements fairly present the underlying transactions and events.
VI. Obtain sufficient and appropriate audit evidence regarding the financial information of the components within Chiu Ting Machinery Co., Ltd. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and review of the work performed by the audit team members and for forming the audit opinion on Chiu Ting Machinery Co., Ltd.
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 identified during the audit.
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We also provide those charged with governance with a statement that the personnel of the firm to which we belong who are subject to independence requirements have complied with the independence requirements under the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, including related safeguards.
From the matters communicated with those charged with governance, we determined the key audit matters for the audit of Chiu Ting Machinery Co., Ltd.'s parent company only financial statements for 2025. We describe these matters in our auditors' report unless laws or regulations preclude public disclosure of 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.
Crowe (TW) CPAs
CPA: Huang, Chien-Chen 黄宁良
CPA: Yang, Chen-Yu 杨爱丽
Approval No.: FSC Securities Auditing No. 1090357720
Approval No.: FSC Securities Auditing No. 1050001113
March 11, 2026
巨鼻機組股份有限公司
保護業務有限公司
民國114年11月12日31日
單位：新台幣仟元
113年12月31日
| 代碼 | 資產附註 | 114年12月31日 | 113年12月31日 | ||
|---|---|---|---|---|---|
| 金額 | % | 金額 | % | ||
| 流動資產 | |||||
| 1110 | 現金及約當現金 | 六(一) | $ 488,830 | 23 | $ 549,048 |
| 1150 | 應收票據 | 六(二)、七 | 5 | - | 1,335 |
| 1170 | 應收帳款 | 六(三) | 64,199 | 3 | 97,369 |
| 1180 | 應收帳款－關係人 | 七 | 22,872 | 1 | 12,435 |
| 1200 | 其他應收款 | 六(四) | 90,878 | 4 | 11,924 |
| 130X | 存 貨 | 六(五) | 316,215 | 15 | 404,814 |
| 1410 | 預付款項 | 12,440 | 1 | 5,702 | |
| 1476 | 其他金融資產－流動 | 六(六) | 424 | - | 439 |
| 1479 | 其他流動資產 | 636 | - | 321 | |
| 11XX | 流動資產合計 | 996,499 | 47 | 1,083,387 | |
| 非流動資產 | |||||
| 1550 | 採用權益法之投資 | 六(七) | 893 | - | 925 |
| 1600 | 不動產、廠房及設備 | 六(八)、七 | 1,126,555 | 52 | 1,144,240 |
| 1755 | 使用權資產 | 六(九) | 2,009 | - | 4,151 |
| 1780 | 無形資產 | 六(十) | 2,476 | - | 3,334 |
| 1840 | 遞延所得稅資產 | 六(二十五) | 12,022 | 1 | 12,972 |
| 1900 | 其他非流動資產 | 六(十一) | 7,653 | - | 4,137 |
| 15XX | 非流動資產合計 | 1,151,608 | 53 | 1,169,759 | |
| 1XXX | 資產總計 | $ 2,148,107 | 100 | $ 2,253,146 | |
| 代碼 | 負債及權益 | ||||
| --- | --- | --- | --- | --- | --- |
| 流動負債 | |||||
| 2100 | 短期借款 | 六(十二) | $ 80,000 | 4 | $ 80,000 |
| 2130 | 合約負債－流動 | 六(十九) | 11,186 | 1 | - |
| 2150 | 應付票據 | 六(十三) | 30,476 | 2 | 32,579 |
| 2170 | 應付帳款 | 161,253 | 8 | 197,553 | |
| 2180 | 應付帳款－關係人 | 七 | 1,262 | - | 1,291 |
| 2200 | 其他應付款 | 六(十四) | 50,362 | 2 | 47,677 |
| 2230 | 本期所得稅負債 | 1,347 | - | 5,109 | |
| 2280 | 租賃負債－流動 | 六(九) | 1,253 | - | 2,146 |
| 2320 | 一年內到期長期借款 | 六(十五) | 28,921 | 1 | 28,831 |
| 2300 | 其他流動負債 | 474 | - | 3,279 | |
| 21XX | 流動負債合計 | 366,534 | 18 | 398,465 | |
| 非流動負債 | |||||
| 2540 | 長期借款 | 六(十五) | 166,421 | 8 | 195,342 |
| 2570 | 遞延所得稅負債 | 六(二十五) | 9,715 | - | 9,281 |
| 2580 | 租賃負債－非流動 | 六(九) | 805 | - | 2,058 |
| 2640 | 淨確定福利負債－非流動 | 六(十六) | 7,374 | - | 10,423 |
| 2670 | 其他非流動負債 | 344 | - | 344 | |
| 25XX | 非流動負債合計 | 184,659 | 8 | 217,448 | |
| 2XXX | 負債總計 | 551,193 | 26 | 615,913 | |
| 權益 | |||||
| 3100 | 普通股股本 | 六(十七) | 653,700 | 30 | 653,700 |
| 3300 | 保留盈餘 | 六(十八) | |||
| 3310 | 法定盈餘公積 | 170,544 | 8 | 161,125 | |
| 3350 | 未分配盈餘 | 769,603 | 36 | 819,311 | |
| 3400 | 其他權益 | 3,067 | - | 3,097 | |
| 3XXX | 權益總計 | 1,596,914 | 74 | 1,637,233 | |
| 負債及權益總計 | $ 2,148,107 | 100 | $ 2,253,146 |
【請參閱後附個體財務報告附註】
董事長：
經理人：
會計主管：
18
19
民國114年(大)11月(日)日至12月31日
單位：新台幣仟元
（每股盈餘：新台幣元）
| 代碼 | 項 | 目 | 附註 | 114年度 | 113年度 | ||
|---|---|---|---|---|---|---|---|
| 金額 | % | 金額 | % | ||||
| 4000 | 營業收入 | 六(十九)、七 | $ 1,302,082 | 100 | $ 1,338,821 | 100 | |
| 5000 | 營業成本 | 六(五、二十)、七 | (1,175,261) | (90) | (1,181,367) | (88) | |
| 5900 | 營業毛利 | 126,821 | 10 | 157,454 | 12 | ||
| 營業費用 | 六(二十)、七 | ||||||
| 6100 | 推銷費用 | (23,237) | (2) | (24,761) | (2) | ||
| 6200 | 管理費用 | (47,141) | (4) | (51,319) | (4) | ||
| 6300 | 研究發展費用 | (24,540) | (2) | (24,385) | (2) | ||
| 6450 | 預期信用減損利益 | 六(三) | - | - | - | - | |
| 6000 | 營業費用合計 | (94,918) | (8) | (100,465) | (8) | ||
| 6900 | 營業淨利 | 31,903 | 2 | 56,989 | 4 | ||
| 營業外收入及支出 | |||||||
| 7100 | 利息收入 | 六(二十一) | 6,231 | - | 11,545 | 1 | |
| 7010 | 其他收入 | 六(二十二) | 8,457 | 1 | 8,275 | 1 | |
| 7020 | 其他利益及損失 | 六(二十三) | (24,134) | (2) | 44,990 | 3 | |
| 7050 | 財務成本 | 六(二十四) | (5,437) | - | (6,525) | - | |
| 7070 | 採用權益法認列之子公司損益之份額 | 6 | - | 10 | - | ||
| 7000 | 營業外收入及支出合計 | (14,877) | (1) | 58,295 | 5 | ||
| 7900 | 稅前淨利 | 17,026 | 1 | 115,284 | 9 | ||
| 7950 | 所得稅費用 | 六(二十五) | (3,421) | - | (23,070) | (2) | |
| 8200 | 本期淨利 | 13,605 | 1 | 92,214 | 7 | ||
| 其他綜合損益(淨額) | |||||||
| 8310 | 不重分類至損益之項目 | ||||||
| 8311 | 確定福利計畫之再衡量數 | 六(十六) | 2,089 | - | 2,463 | - | |
| 8349 | 與不重分類之項目相關之所得稅 | 六(二十五) | (418) | - | (493) | - | |
| 8360 | 後續可能重分類至損益之項目 | ||||||
| 8361 | 國外營運機構財務報表換算之兌換差額 | (38) | - | 59 | - | ||
| 8399 | 與可能重分類之項目相關之所得稅 | 六(二十五) | 8 | - | (12) | - | |
| 8300 | 本期其他綜合損益 | 1,641 | - | 2,017 | - | ||
| 8500 | 本期綜合損益總額 | $ 15,246 | 1 | $ 94,231 | 7 | ||
| 每股盈餘 | 六(二十六) | ||||||
| 9750 | 基本每股盈餘 | $ 0.21 | $ 1.41 | ||||
| 9850 | 稀釋每股盈餘 | $ 0.21 | $ 1.41 |
【請參閱後附個體財務報告附註】
董事長：
經理人：
會計主管：
20
豆腐機械股份有限公司
需體報告營結表
民國114年及115年1月3日至12月31日
單位：新台幣仟元
| 項 | 目 | 普通 | 股 | 股 | 本 | 保留 | 盈餘 | 其他 | 權益 | 權益 | 總計 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 法定盈餘公積 | 本分 | 配 | 盈餘 | 國財兌 | 外務捐 | 營收表 | 運損損益 | 機關 | ||||||||
| 113年1月1日餘額 | $ | 653,700 | $ | 154,740 | $ | 770,734 | $ | 3,050 | $ | 1,582,224 | ||||||
| 盈餘分配 | ||||||||||||||||
| 法定盈餘公積 | - | 6,385 | (6,385) | - | - | |||||||||||
| 現金股利－每股0.60元 | - | - | (39,222) | - | (39,222) | |||||||||||
| 113年度淨利 | - | - | 92,214 | - | 92,214 | |||||||||||
| 113年度其他综合损益 | - | - | 1,970 | 47 | 2,017 | |||||||||||
| 113年12月31日餘額 | 653,700 | 161,125 | 819,311 | 3,097 | 1,637,233 | |||||||||||
| 盈餘分配 | ||||||||||||||||
| 法定盈餘公積 | - | 9,419 | (9,419) | - | - | |||||||||||
| 現金股利－每股0.85元 | - | - | (55,565) | - | (55,565) | |||||||||||
| 114年度淨利 | - | - | 13,605 | - | 13,605 | |||||||||||
| 114年度其他综合损益 | - | - | 1,671 | (30) | 1,641 | |||||||||||
| 114年12月31日餘額 | $ | 653,700 | $ | 170,544 | $ | 769,603 | $ | 3,067 | $ | 1,596,914 |
【請參閱後附個體財務報告附註】
董事長：
經理人：
會計主管：
21
巨庭機械股份有限公司
個體現金流量表
民國114年及113年1月1日至12月31日
單位：新台幣仟元
| 114年度 | 113年度 | |
|---|---|---|
| 營業活動之現金流量 | ||
| 本期稅前淨利 | $ 17,026 | $ 115,284 |
| 調整項目 | ||
| 不影響現金流量之收益費損項目 | ||
| 折舊費用 | 47,392 | 49,781 |
| 攤銷費用 | 2,707 | 3,570 |
| 利息收入 | (6,231) | (11,545) |
| 利息費用 | 5,437 | 6,525 |
| 採用權益法認列之子公司損益之份額 | (6) | (10) |
| 處分不動產、廠房及設備利益 | (153) | (375) |
| 營業資產及負債之淨變動 | ||
| 應收票據 | 1,330 | (50) |
| 應收帳款 | (57,643) | 217,805 |
| 其他應收款 | 1,422 | 1,603 |
| 存 貨 | 88,599 | (5,585) |
| 預付款項 | (6,738) | 771 |
| 其他流動資產 | (315) | 86 |
| 合約負債－流動 | 11,186 | - |
| 應付票據 | 363 | (25,603) |
| 應付帳款 | (36,329) | (54,407) |
| 其他應付款 | (5,202) | (459) |
| 其他流動負債 | (2,805) | 1,019 |
| 淨確定福利負債 | (960) | (968) |
| 營運產生之現金流入 | 59,080 | 297,442 |
| 收取之利息 | 6,231 | 11,545 |
| 支付之利息 | (5,443) | (6,655) |
| 支付之所得稅 | (6,209) | (39,114) |
| 營業活動之淨現金流入 | 53,659 | 263,218 |
【接次頁】
【承前頁】
| 114年度 | 113年度 | |
|---|---|---|
| 投資活動之現金流量 | ||
| 其他金融資產減少 | $ 15 | $ 9,179 |
| 取得不動產、廠房及設備 | (19,710) | (21,276) |
| 處分不動產、廠房及設備 | 191 | 762 |
| 存出保證金增加 | - | (1,010) |
| 無形資產增加 | (2,954) | (882) |
| 預付設備款增加 | (2,560) | - |
| 其他非流動資產增加 | (2,317) | (1,140) |
| 投資活動之淨現金流出 | (27,335) | (14,367) |
| 籌資活動之現金流量 | ||
| 短期借款減少 | - | (50,000) |
| 償還長期借款 | (28,831) | (167,454) |
| 發放現金股利 | (55,565) | (39,222) |
| 租賃本金償還 | (2,146) | (1,349) |
| 籌資活動之淨現金流出 | (86,542) | (258,025) |
| 本期現金及約當現金減少數 | (60,218) | (9,174) |
| 期初現金及約當現金餘額 | 549,048 | 558,222 |
| 期末現金及約當現金餘額 | $ 488,830 | $ 549,048 |
【請參閱後附個體財務報告附註】
董事長：
經理人：
會計主管：
Crowe
國富浩華聯合會計師事務所
Crowe (TW) CPAs
403502 台中市西區臺灣大道
二段285號15樓
15F., No.285, Sec.2, Taiwan
Blvd., West Dist.,
Taichung City 403502, Taiwan
Tel +886 4 36005588
Fax +886 4 36005577
www.crowe.tw
CPA's Audit Report
To: Chiu Ting Machinery Co., Ltd.
Audit Opinion
We have audited the consolidated balance sheets of Chiu Ting Machinery Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Chiu Ting Machinery Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretative Announcements endorsed and issued into effect by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing. Our responsibilities under those standards are further described in the section "Auditors' Responsibilities for the Audit of the Consolidated Financial Statements." The personnel of the firm to which we belong who are subject to independence requirements have remained independent of Chiu Ting Machinery Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China and have fulfilled their other responsibilities under the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of Chiu Ting Machinery Co., Ltd. for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not express a separate opinion on these matters.
23
Crowe
The key audit matters identified in our audit of the consolidated financial statements of Chiu Ting Machinery Co., Ltd. for the year ended December 31, 2025 are described as follows:
I. Credit Risk of Notes and Accounts Receivable
The allowance for expected credit losses on receivables is assessed by management based on overdue receivables and the related loss rates. As the estimation and judgment of such loss rates are subject to management’s subjective judgment, the assessment of expected credit losses was identified as one of the significant areas in our audit of the consolidated financial statements.
Our principal audit procedures included testing the policies and implementation related to expected credit losses on receivables, including the calculation of loss rates under the provision matrix; obtaining the receivables aging details and overdue aging analysis provided by management; selecting samples for confirmation; testing whether the overdue aging categories were properly classified; verifying whether impairment losses were recognized in accordance with the provision matrix established by the Company; testing subsequent collections on a sample basis to evaluate the reasonableness of the allowance for expected credit losses; and assessing whether management’s disclosures related to impairment of receivables were appropriate.
Other Matter
Chiu Ting Machinery Co., Ltd. has prepared its parent company only financial statements for 2025 and 2024, on which we have issued unqualified auditors’ reports, for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretative Announcements endorsed and issued into effect by the Financial Supervisory Commission, and for maintaining such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is also responsible for assessing the ability of Chiu Ting Machinery Co., Ltd. and its subsidiaries to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless management either intends to liquidate Chiu Ting Machinery Co., Ltd. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Crowe
Those charged with governance of Chiu Ting Machinery Co., Ltd. and its subsidiaries, including the Audit Committee, are responsible for overseeing the financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing will always detect a material misstatement when it exists. Misstatements may arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
In conducting an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism. We also perform the following tasks:
I. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design and perform audit procedures responsive to those risks; and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. As fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error.
II. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances; however, the purpose is not to express an opinion on the effectiveness of the internal control of Chiu Ting Machinery Co., Ltd. and its subsidiaries.
III. Evaluate the appropriateness of accounting policies used by management and the reasonableness of accounting estimates and related disclosures made by management.
IV. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Chiu Ting Machinery Co., Ltd. and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw users’ attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Chiu Ting Machinery Co., Ltd. and its subsidiaries to cease to continue as a going concern.
V. Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the related notes, and whether the consolidated financial statements fairly present the underlying transactions and events.
VI. Obtain sufficient and appropriate audit evidence regarding the financial information of the components within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and review of the work performed by the audit team members and for forming the audit opinion on the Group.
25
Crowe
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 identified during the audit.
We also provide those charged with governance with a statement that the personnel of the firm to which we belong who are subject to independence requirements have complied with the independence requirements under the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, including related safeguards.
From the matters communicated with those charged with governance, we determined the key audit matters for our audit of the consolidated financial statements of Chiu Ting Machinery Co., Ltd. and its subsidiaries for 2025. We describe these matters in our auditors' report unless laws or regulations preclude public disclosure of 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.
Crowe (TW) CPAs
CPA: Huang, Chien-Ch
CPA: Yang, Chen-Yu
Approval No.: FSC Securities Auditing No.
1090357720
Approval No.: FSC Securities Auditing No.
1050001113
March 11, 2026
巨庭機械股份有限公司深圳分公司
合併資產清庫表
民國114年12月31日
單位：新台幣仟元
113年12月31日
| 代碼 | 資產 | 產 | 附 | 金額 | % | 金額 | % |
|---|---|---|---|---|---|---|---|
| 流動資產 | |||||||
| 1100 | 現金及約當現金 | 六(一) | $ 489,723 | 23 | $ 549,973 | 24 | |
| 1150 | 應收票據 | 六(二)、七 | 5 | - | 1,335 | - | |
| 1170 | 應收帳款 | 六(三) | 64,199 | 3 | 97,369 | 4 | |
| 1180 | 應收帳款－關係人 | 七 | 22,872 | 1 | 12,435 | 1 | |
| 1200 | 其他應收款 | 六(四) | 90,878 | 4 | 11,924 | 1 | |
| 130X | 存 貨 | 六(五) | 316,215 | 15 | 404,814 | 18 | |
| 1410 | 預付款項 | 12,440 | 1 | 5,702 | - | ||
| 1476 | 其他金融資產－流動 | 六(六) | 424 | - | 439 | - | |
| 1479 | 其他流動資產 | 636 | - | 321 | - | ||
| 11XX | 流動資產合計 | 997,392 | 47 | 1,084,312 | 48 | ||
| 非流動資產 | |||||||
| 1600 | 不動產、廠房及設備 | 六(七)、七 | 1,126,555 | 52 | 1,144,240 | 51 | |
| 1755 | 使用權資產 | 六(八) | 2,009 | - | 4,151 | - | |
| 1780 | 無形資產 | 六(九) | 2,476 | - | 3,334 | - | |
| 1840 | 遞延所得稅資產 | 六(二十四) | 12,022 | 1 | 12,972 | 1 | |
| 1900 | 其他非流動資產 | 六(十) | 7,653 | - | 4,137 | - | |
| 15XX | 非流動資產合計 | 1,150,715 | 53 | 1,168,834 | 52 | ||
| 1XXX | 資產總計 | $ 2,148,107 | 100 | $ 2,253,146 | 100 | ||
| 代碼 | 負債 | 及權益 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 流動負債 | |||||||
| 2100 | 短期借款 | 六(十一) | $ 80,000 | 4 | $ 80,000 | 4 | |
| 2130 | 合約負債－流動 | 六(十八) | 11,186 | 1 | - | - | |
| 2150 | 應付票據 | 六(十二) | 30,476 | 2 | 32,579 | 2 | |
| 2170 | 應付帳款 | 161,253 | 8 | 197,553 | 9 | ||
| 2180 | 應付帳款－關係人 | 七 | 1,262 | - | 1,291 | - | |
| 2200 | 其他應付款 | 六(十三) | 50,362 | 2 | 47,677 | 2 | |
| 2230 | 本期所得稅負債 | 六(二十四) | 1,347 | - | 5,109 | - | |
| 2280 | 租賃負債－流動 | 六(八) | 1,253 | - | 2,146 | - | |
| 2320 | 一年內到期長期借款 | 六(十四) | 28,921 | 1 | 28,831 | 1 | |
| 2300 | 其他流動負債 | 474 | - | 3,279 | - | ||
| 21XX | 流動負債合計 | 366,534 | 18 | 398,465 | 18 | ||
| 非流動負債 | |||||||
| 2540 | 長期借款 | 六(十四) | 166,421 | 8 | 195,342 | 9 | |
| 2570 | 遞延所得稅負債 | 六(二十四) | 9,715 | - | 9,281 | - | |
| 2580 | 租賃負債－非流動 | 六(八) | 805 | - | 2,058 | - | |
| 2640 | 淨確定福利負債－非流動 | 六(十五) | 7,374 | - | 10,423 | - | |
| 2670 | 其他非流動負債 | 344 | - | 344 | - | ||
| 25XX | 非流動負債合計 | 184,659 | 8 | 217,448 | 9 | ||
| 2XXX | 負債總計 | 551,193 | 26 | 615,913 | 27 | ||
| 歸屬於母公司業主之權益 | |||||||
| 3110 | 普通股股本 | 六(十六) | 653,700 | 30 | 653,700 | 29 | |
| 3300 | 保留盈餘 | 六(十七) | |||||
| 3310 | 法定盈餘公積 | 170,544 | 8 | 161,125 | 7 | ||
| 3350 | 未分配盈餘 | 769,603 | 36 | 819,311 | 37 | ||
| 3400 | 其他權益 | 3,067 | - | 3,097 | - | ||
| 31XX | 歸屬於母公司業主之權益合計 | 1,596,914 | 74 | 1,637,233 | 73 | ||
| 3XXX | 權益總計 | 1,596,914 | 74 | 1,637,233 | 73 | ||
| 負債及權益總計 | $ 2,148,107 | 100 | $ 2,253,146 | 100 |
【請參閱後附合併財務報告附註】
董事長：
經理人：
會計主管：
195 1911
巨庭機械股份有限公司
主管辦公精益表
民國114年1月15日
12月31日
單位：新台幣仟元
（每股盈餘：新台幣元）
| 代碼 | 項 | 目 | 附 | 註 | 114年度 | 113年度 | ||
|---|---|---|---|---|---|---|---|---|
| 金額 | % | 金額 | % | |||||
| 4000 | 營業收入 | 六(十八)、七 | $ 1,302,082 | 100 | $ 1,338,821 | 100 | ||
| 5000 | 營業成本 | 六(五、十九)、七 | (1,175,261) | (90) | (1,181,367) | (88) | ||
| 5900 | 營業毛利 | 126,821 | 10 | 157,454 | 12 | |||
| 營業費用 | 六(十九)、七 | |||||||
| 6100 | 推銷費用 | (23,237) | (2) | (24,761) | (2) | |||
| 6200 | 管理費用 | (47,141) | (4) | (51,319) | (4) | |||
| 6300 | 研究發展費用 | (24,540) | (2) | (24,385) | (2) | |||
| 6450 | 預期信用減損利益 | 六(三) | - | - | - | - | ||
| 6000 | 營業費用合計 | (94,918) | (8) | (100,465) | (8) | |||
| 6900 | 營業淨利 | 31,903 | 2 | 56,989 | 4 | |||
| 營業外收入及支出 | ||||||||
| 7100 | 利息收入 | 六(二十) | 6,237 | - | 11,555 | 1 | ||
| 7010 | 其他收入 | 六(二十一) | 8,457 | 1 | 8,275 | 1 | ||
| 7020 | 其他利益及損失 | 六(二十二) | (24,134) | (2) | 44,990 | 3 | ||
| 7050 | 財務成本 | 六(二十三) | (5,437) | - | (6,525) | - | ||
| 7000 | 營業外收入及支出合計 | (14,877) | (1) | 58,295 | 5 | |||
| 7900 | 稅前淨利 | 17,026 | 1 | 115,284 | 9 | |||
| 7950 | 所得稅費用 | 六(二十四) | (3,421) | - | (23,070) | (2) | ||
| 8200 | 本期淨利 | 13,605 | 1 | 92,214 | 7 | |||
| 其他綜合損益(淨額) | ||||||||
| 8310 | 不重分類至損益之項目 | |||||||
| 8311 | 確定福利計畫之再衡量數 | 六(十五) | 2,089 | - | 2,463 | - | ||
| 8349 | 與不重分類之項目相關之所得稅 | 六(二十四) | (418) | - | (493) | - | ||
| 8360 | 後續可能重分類至損益之項目 | |||||||
| 8361 | 國外營運機構財務報表換算之兌換差額 | (38) | - | 59 | - | |||
| 8399 | 與可能重分類之項目相關之所得稅 | 六(二十四) | 8 | - | (12) | - | ||
| 8300 | 本期其他綜合損益 | 1,641 | - | 2,017 | - | |||
| 8500 | 本期綜合損益總額 | $ 15,246 | 1 | $ 94,231 | 7 | |||
| 8600 | 淨利歸屬於 | |||||||
| 8610 | 母公司業主 | $ 13,605 | 1 | $ 92,214 | 7 | |||
| 8700 | 綜合損益總額歸屬於 | |||||||
| 8710 | 母公司業主 | $ 15,246 | 1 | $ 94,231 | 7 | |||
| 每股盈餘 | 六(二十五) | |||||||
| 9750 | 基本每股盈餘 | $ 0.21 | $ 1.41 | |||||
| 9850 | 稀釋每股盈餘 | $ 0.21 | $ 1.41 |
【請參閱後附合併財務報告附註】
董事長：
經理人：
會計主管：
日
巨庭機械股份有限公司及子公司
合併項目發起人
民國114年及113年1月1日至12月31日
單位：新台幣仟元
| 歸 | 屬 | 於 | 母公司 | 業主 | 之 | 權益 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 保留 | 盈餘 | 其他權益 | |||||||||||||
| 法定盈餘公積 | 未分配 | 盈餘 | 國財務報表換算之兌換差額 | 權益總計 | 益 | 總計 | |||||||||
| 項 | 目 | 普通股股本 | 法定盈餘公積 | 未分配 | 盈餘 | 154,740 | $ | 770,734 | $ | 3,050 | $ | 1,582,224 | |||
| 盈餘分配 | |||||||||||||||
| 法定盈餘公積 | - | 6,385 | (6,385) | - | - | ||||||||||
| 現金股利－每股0.60元 | - | - | (39,222) | - | (39,222) | ||||||||||
| 113年度淨利 | - | - | 92,214 | - | 92,214 | ||||||||||
| 113年度其他綜合損益 | - | - | 1,970 | 47 | 2,017 | ||||||||||
| 113年12月31日餘額 | 653,700 | 161,125 | 819,311 | 3,097 | 1,637,233 | ||||||||||
| 盈餘分配 | |||||||||||||||
| 法定盈餘公積 | - | 9,419 | (9,419) | - | - | ||||||||||
| 現金股利－每股0.85元 | - | - | (55,565) | - | (55,565) | ||||||||||
| 114年度淨利 | - | - | 13,605 | - | 13,605 | ||||||||||
| 114年度其他綜合損益 | - | - | 1,671 | (30) | 1,641 | ||||||||||
| 114年12月31日餘額 | $ | 653,700 | $ | 170,544 | $ | 769,603 | $ | 3,067 | $ | 1,596,914 |
【請參閱後附合併財務報告附註】
董事長：
經理人：
會計主管：
30
巨庭機械股份有限公司及子公司
合併現金流量表
民國114年及113年1月1日至12月31日
單位：新台幣仟元
| 114年度 | 113年度 | |
|---|---|---|
| 營業活動之現金流量 | ||
| 本期稅前淨利 | $ 17,026 | $ 115,284 |
| 調整項目 | ||
| 不影響現金流量之收益費損項目 | ||
| 折舊費用 | 47,392 | 49,781 |
| 攤銷費用 | 2,707 | 3,570 |
| 預期信用減損利益 | - | - |
| 利息收入 | (6,237) | (11,555) |
| 利息費用 | 5,437 | 6,525 |
| 處分不動產、廠房及設備利益 | (153) | (375) |
| 營業資產及負債之淨變動 | ||
| 應收票據 | 1,330 | (50) |
| 應收帳款 | (57,643) | 217,805 |
| 其他應收款 | 1,422 | 1,603 |
| 存 貨 | 88,599 | (5,585) |
| 預付款項 | (6,738) | 771 |
| 其他流動資產 | (315) | 86 |
| 合約負債－流動 | 11,186 | - |
| 應付票據 | 363 | (25,603) |
| 應付帳款 | (36,329) | (54,407) |
| 其他應付款 | (5,202) | (459) |
| 其他流動負債 | (2,805) | 1,019 |
| 淨確定福利負債 | (960) | (968) |
| 營運產生之現金流入 | 59,080 | 297,442 |
| 收取之利息 | 6,237 | 11,555 |
| 支付之利息 | (5,443) | (6,655) |
| 支付之所得稅 | (6,209) | (39,114) |
| 營業活動之淨現金流入 | 53,665 | 263,228 |
【接次頁】
【承前頁】
| 114年度 | 113年度 | |
|---|---|---|
| 投資活動之現金流量 | ||
| 其他金融資產減少 | $ 15 | $ 9,179 |
| 取得不動產、廠房及設備 | (19,710) | (21,276) |
| 處分不動產、廠房及設備 | 191 | 762 |
| 存出保證金增加 | - | (1,010) |
| 無形資產增加 | (2,954) | (882) |
| 預付設備款增加 | (2,560) | - |
| 其他非流動資產增加 | (2,317) | (1,140) |
| 投資活動之淨現金流出 | (27,335) | (14,367) |
| 籌資活動之現金流量 | ||
| 短期借款減少 | - | (50,000) |
| 償還長期借款 | (28,831) | (167,454) |
| 發放現金股利 | (55,565) | (39,222) |
| 租賃本金償還 | (2,146) | (1,349) |
| 籌資活動之淨現金流出 | (86,542) | (258,025) |
| 匯率變動對現金及約當現金之影響 | (38) | 59 |
| 本期現金及約當現金減少數 | (60,250) | (9,105) |
| 期初現金及約當現金餘額 | 549,973 | 559,078 |
| 期末現金及約當現金餘額 | $ 489,723 | $ 549,973 |
【請參閱後附合併財務報告附註】
董事長：
經理人：
會計主管：
Attachment VI
Chiu Ting Machinery Co., Ltd.
Earnings Distribution Table
2025
Unit: NT$
| Item | Subtotal | Total |
|---|---|---|
| 2025: | ||
| Beginning balance of retained earnings | 754,327,550 | |
| Add: Earnings per share after tax | 13,604,735 | |
| Defined benefit plan | ||
| remeasurement recognized | ||
| in retained earnings | 1,670,730 | |
| Amount of accumulated earnings for the period | 769,603,015 | |
| Distribution item | (1,527,547) | |
| Appropriated legal reserve (10%) | - | |
| Cash dividends to shareholders | ||
| (NT$0 per share allotted) | ||
| Unappropriated retained earnings | ||
| at the end of period | 768,075,468 | |
| Note: |
Approved By:
Audited By:
Prepared By:
Attachment VII
List of Director Candidates Nominated by the Board of Directors:
| Title Category | Name | Education | Current Positions | Reasons for nominating independent directors that was appointed for over three terms |
|---|---|---|---|---|
| Director | Chuang, Po-Yen | Yuying Elementary School | Chairman of Chiu Ting Machinery Co., Ltd. | N/A |
| Director | Chang, Cho-Chen | Fengtien Elementary School | Director of Chiu Ting Machinery Co., Ltd. | N/A |
| Director | Chuang, Chia-Ling | Department of Psychology, Seattle University, USA | Executive Assistant to Chairman of Chiu Ting Machinery Co., Ltd. | N/A |
| Institutional Director | Chien Hsin Trading Co., Ltd. Representative: Liang, Yu-Lun | Faculty of International Studies, Tokai University, Japan | Manager of Sales Department, Chien Hsin Trading Co., Ltd. | N/A |
| Independent Director | Wu, Szu-Wei | Department of Business Administration, National Central University | Certified Public Accountant, Li-Sheng Joint CPA Firm | No |
| Independent Director | Lin, Yi-Chieh | Master's Degree in Business Administration, Tunghai University | Chairman, Rong Fu Industrial Co., Ltd. | No |
| Independent Director | Tsai, Hsin-Yuan | Ph.D., School of Business Administration, University of Hannover, Germany | Assistant Professor, Department of International Trade, Chili Institute of Technology | No |
34
Attachment VIII
Concurrent Positions Held by Directors in Other Companies:
| Title | Name | Names of Other Companies and Concurrent Positions |
|---|---|---|
| Director | Chuang, Po-Yen | Chairman, Focus Seiki Corp. |
| Chairman, Chiu Ting (BVI) | ||
| Director | Chang, Cho-Chen | Chairman of Ju Zhen Corporation |
| Director, Oliver Machinery Co. | ||
| Chairman, Jia Xin Corporation | ||
| Director | Chuang, Chia-Ling | Chairman, Nan Yu Industrial Co., Ltd. |
| Institutional Director | Chien Hsin Trading Co., Ltd. | Director, Taiwan Shin Kong Security Co., Ltd. |
| Director, Genetics Generation Advancement Corp. | ||
| Representative of Institutional Director | Liang, Yu-Lun | Chairman, Hsin Chi Trading Co., Ltd. |
| Manager of Sales Department, Chien Hsin Trading Co., Ltd. | ||
| Director, NACHI C.Y. Corp. | ||
| Director, Taiwan Asahi Bearing Co., Ltd. | ||
| Director, Chi Shen Investment Co., Ltd. | ||
| Director, Kun Lun Investment Co., Ltd. | ||
| Independent Director | Lin, Yi-Chieh | Chairman, Rong Fu Industrial Co., Ltd. |
| Independent Director | Wu, Szu-Wei | Certified Public Accountant, Li-Sheng Joint CPA Firm |
| Independent Director | Tsai, Hsin-Yuan | Assistant Professor, Department of International Trade, Chili Institute of Technology |
Appendix I
Chiu Ting Machinery Co., Ltd.
Rules of Procedure for Shareholders’ Meetings
-
The shareholders meeting of the Company shall be proceeded with in accordance with these Rules, unless the law provides otherwise.
-
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares representing shareholders present in the meeting shall be calculated in accordance with those indicated on the attendance book or the attendance cards.
-
The presence of shareholders in a shareholders meeting and their voting thereof shall be calculated in accordance with the number of shares.
-
The venue for a shareholders’ meeting shall be a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m.
-
If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the 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. If a shareholders meeting is called by any other person than the Board of Directors, who has the right to call the meeting, said person shall preside at that meeting.
-
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. Those handling the business of a shareholders meeting shall wear an identification card or a badge.
-
The Company shall record with an audio or video tape the whole proceedings of the shareholders meeting, and said video tape or audio tape shall be kept for at least one year.
-
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act.
35
Before the close of the said meeting if the shareholders present represent a majority of the total amount of issued shares, the chairman may present the tentative resolution so adopted to the meeting for resolution in accordance with the provisions of Article 174 of the Company Act.
- If a shareholders meeting is called by the Board of Directors, the proceedings of the meeting shall be formulated by the Board of Directors, and the meeting shall be proceeded with in accordance with the said proceedings. The proceedings shall not be changed without a resolution made by 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 chairman shall not adjourn a meeting without resolution adopted by shareholders if the motions (including extraordinary motions) covered in the proceedings so arranged in the above two Paragraphs shall not have been resolved. During the session of a shareholders’ meeting, if the chairman declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, a new chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.
After close of the said meeting by resolution, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place.
- Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.
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 who has the floor; the chair shall stop any violation.
-
A shareholder shall not speak more than two times for one motion, unless he has obtained the prior consent from the chairman, and each speech shall not exceed 5 minutes. If a shareholder violates the above provisions or his speech exceeds the scope of the motion, the chairman may prevent him from doing so.
-
A corporate shareholder being entrusted to attend in a shareholders meeting may designate only one representative to represent it in the meeting.
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.
36
-
When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution.
-
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 Aurora.
The voting results shall be announced on site at the meeting, and a record made of the vote.
-
During the proceedings of a meeting, the chairman may consider the schedule and announce for a break.
-
Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. When a matter comes to a vote, if upon inquiry by the meeting chair no member voices an objection, the matter will be deemed approved, with the same effect as approval by vote.
-
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.
-
The chair may direct the proctors or security personnel to help maintain order at the meeting venue.
-
The Rules shall be implemented after having been approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
37
38
Appendix II
Chiu Ting Machinery Co., Ltd. Articles of Incorporation
Chapter 1. General Principles
Article 1. The Company shall be incorporated under the Company Act, and its name shall be Chiu Ting Machinery Co., Ltd. (hereinafter referred to as Chiu Ting Machinery).
Article 2. The business to be operated by the Company is as follows:
- CB01010 Mechanical Equipment Manufacturing.
- CB01990 Other Machinery Manufacturing.
- F113010 Wholesale of Machinery.
- F213080 Retail Sale of Other Machinery and Equipment.
- F401010 International Trade.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3. The Company has its head office and factory in Taichung, Taiwan, and may establish branches in appropriate locations in Taiwan and abroad if necessary by resolution of the Board of Directors.
Article 4. Public announcements of the Company shall be pursuant to Article 28 of the Company Act.
Article 4-1. The Company may provide external endorsement and guarantee services for business needs, and its operations are conducted in accordance with the Company's endorsement and guarantee operation procedures.
Chapter 2. Shareholding
Article 5. The total capital of the Company shall be in the amount of seven hundred Million New Taiwan Dollars (NT$700,000,000), divided into seventy million (70,000,000) shares, with a par value of ten New Taiwan Dollars (NT$10) each. The unissued shares may be issued in installments. The Board of Directors is authorized to issue the shares by resolution.
Article 6. The Company's share certificates was in registered form, affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof: The Company may issue shares without physical certificates, and such shares shall be registered with a central securities depository and may reissue large-denomination securities at the request of the securities custodian institutions approved by the competent authority and cooperate with the securities renewal procedures.
Article 7. Shareholders should fill in their names and domiciles on the seal card and submit it to the Company for record. In case of loss or damage of the seal and other related share affairs, the Company shall follow the “Regulations Governing the Administration of Shareholder Services” issued by the competent authorities.
Article 8. The transfer of shares in the Company shall be effected by endorsement of the holder of the shares. The name of the transferee shall be entered on the share certificate. The name and residence of the transferee shall be entered in the register of members of the Company before the transfer is made against the Company.
Article 9. In case of loss or damage of the share certificates, the Company shall follow the “Regulations Governing the Administration of Shareholder Services” issued by the competent authorities.
Article 10. The Company accepts applications for the exchange of shares of stockholders’ stock for the split of unvaried shares of less than one thousand shares due to loss or other matters, except for those acquired by inheritance, and may charge a discretionary fee.
Article 11. Share transfer shall be suspended within 60 days before the date of each annual shareholders’ meeting, within 30 days before the date of each extraordinary shareholders’ meeting, or within five days before the record date on which dividends, bonus, or any other distributions will be paid or made by Aurora.
Chapter 3. Shareholders’ Meeting
Article 12. Shareholders’ meetings of the Company are of two types: annual meeting and extraordinary meeting. Annual meetings shall be convened once a year within six months after the end of each fiscal year. The Board of Directors shall notify the shareholders 30 days before the date of a regular shareholders meeting. Extraordinary meetings may be duly convened according to relevant laws whenever Aurora deems necessary.
Article 12-1. Meetings of shareholders of the Company may be held by video conference or other means as announced by the Competent Authority. The adoption of shareholders’ meeting by video conference shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.
Article 13. If a shareholder could not attend the shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization. The appointment of a proxy from a shareholder shall comply with Article 177 of the Company Act and the regulation “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority.
39
Article 14. The shareholders meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the directors shall select one person from among themselves to serve as the chair.
Article 15. Except in the circumstances otherwise provided for in regulations, a shareholder of the Company shall have one voting power in respect of each share in his/her/its possession.
Article 16. Except as otherwise provided in the Company Act, the adoption of a proposal in a shareholders’ meeting shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders, and the attending shareholders require the representation of a majority of the all shares issued by Aurora.
Article 17. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes as referred to in the preceding paragraph may be distributed by means of a public announcement. The minutes of shareholders’ meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 hereof, the minutes of the shareholders’ meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
Chapter 4. Directors and the Audit Committee
Article 18. The Company shall have seven to thirteen directors. Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures in accordance with Article 192 of the Company Act, who shall be elected from legally competent persons with cumulative voting at the shareholders’ meeting and hold office for three years; re-elected directors may serve consecutive terms. Total number of registered shares held by all directors shall comply with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies announced by the competent authority.
40
Article 18-1. Regardless of whether the Company operates at a profit or loss, it shall provide remuneration to the directors for conducting company business. The Board of Directors is authorized to determine the compensation based on the value of their participation in and contribution to the Company’s operations and the usual industry standard.
All directors are entitled to receive travel expenses according to the actual situation.
Article 18-2. The Company may purchase liability insurance for directors to protect them against potential liabilities that may arise from the performance of their duties.
Article 18-3. The number of independent directors in the Company’s Board of Directors shall not be less than one-third of the total number of directors and shall not be less than three.
The method and announcement of candidate nomination shall be processed in accordance with the Company Act, Securities and Exchange Act, and other laws and regulations.
Article 18-4. The Company has established an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be committee convenor, and at least one of whom shall have accounting or financial expertise.
The Company has established an audit committee. The provisions of Securities and Exchange Act, the Company Act, and other regulations relating to supervisors shall apply mutatis mutandis to the audit committee.
Article 19. If the number of directors’ vacancies reaches one-third, the Board of Directors shall convene a shareholders’ meeting to hold a by-election in accordance with the law, but the term of office of the directors to be elected shall be limited to the original term.
Article 20. If the directors’ tenure has expired and an election fails to take place, their tenure shall be extended until the newly elected directors assume office.
Article 21. Directors shall organize the Board of Directors, and a chairman of the board shall be elected among the directors with the majority consent from the attending directors at a board meeting with over two thirds of directors attending. The chairman of the board shall be the chair of shareholders’ meetings and the board meeting internally, represent the Company externally, and conduct business operations of the Company in accordance with the law, Articles of Incorporation, Shareholders’ and Board of Directors’ resolutions.
Article 22. The Company’s operating policies and other important matters shall be determined by the Board of Directors. The Board of Directors shall be convened by the Chairman of the Board of Directors, who shall be the Chairman of the Board, except for the first meeting of each Board of
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Directors, which shall be convened in accordance with Article 203 of the Company Act. If the chairman of the Board of Directors is unable to perform his or her duties, the chairman of the Board of Directors shall designate a director to act on his or her behalf; if he or she does not do so, the directors shall elect one of them to act on his or her behalf.
Article 23. Unless otherwise provided in the Company Act, a majority of the directors must be present at a meeting of the Board of Directors and the consent of a majority of the directors present is required. If a director is unable to attend a meeting for any reason, he or she may issue a proxy stating the scope of authority for convening the meeting and appoint another director to attend the Board of Directors meeting as his or her proxy, provided that one person is entrusted by one person. If a board meeting is conducted by means of video conferencing, directors who participate in the meeting by such means shall be deemed to have attended the meeting in person.
Article 24. Minutes shall be taken of the proceedings of the meeting of the Board of Directors. The provisions of Article 183 shall apply mutatis mutandis to the aforesaid minutes.
Article 24-1. The Board of Directors shall meet at least once every quarter, or convene at any time in case of emergency. 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 foregoing may be notified to each director in writing, by fax or by e-mail.
Article 25. The Board of Directors of the Company shall establish various functional committees, each of which shall establish rules and regulations for exercising their powers, and shall be implemented after being approved by the Board of Directors. Functional committees shall be responsible to the Board of Directors and submit their proposals to the Board of Directors for approval.
Chapter 5. Managerial Officers and Employees
Article 26. The Company may have managerial personnel. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of the Company Act.
Article 26-1. The manager's compensation is paid in accordance with the Company's salary management rules.
Article 27. The Company may employ consultants and key staff by resolution of the Board of Directors in accordance with Article 23 of the Articles of Incorporation.
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Chapter 6. Calculation
Article 28. A fiscal year period refers to from January 1 to December 31 each year.
Article 29. At the end of each fiscal year, the Board of Directors shall prepare the following statements and records and propose them to the annual shareholders’ meeting for ratification:
- Business Report
- Financial statements
- Surplus earning distribution or loss off-setting proposals.
Article 30. The Company shall first set aside not less than 1% of the annual final accounts for employee compensation and not more than 5% of the annual final accounts for director’s compensation if the Company has accumulated losses in previous years and shall first make up the losses if the Company has made profits in the current year. Employee compensation may be paid in stock or cash to employees who meet certain criteria. The distribution of employee compensation and director compensation shall be made by special resolution of the board of directors and reported to the shareholders’ meeting.
Of the total amount of employee compensation mentioned above, no less than 50% shall be allocated to grassroots employees.
Article 30-1. The Company shall first pay taxes and make up for past losses and then set aside 10% of the net income after the annual final accounts as legal reserve, provided that if the legal reserve has reached the Company’s paid-in capital, no further provision shall be made. The remaining balance of the special reserve will be added to the accumulated undistributed earnings after it is set aside or reversed as required by law. The Board of Directors shall prepare a proposal for the distribution of earnings and submit it to the shareholders’ meeting for resolution on the distribution of dividends to shareholders.
Article 30-2. The company’s industry development is in the growth stage. In consideration of capital expenditure requirements, actual operating needs and a sound financial structure, the Company’s dividend payout ratio is based on a balanced ratio of cash to stock, subject to adjustment for business or reinvestment needs and related factors, provided that the cash dividend rate is no less than 50%.
Article 30-3. The Company may transfer shares to employees at a price lower than the average price of the shares actually repurchased or issue employee stock options at a price lower than the closing price on the issue date with the approval of at least two-thirds of the shareholders present at a stockholders’ meeting representing a majority of the total number of shares issued.
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Chapter 7. Supplementary Articles
Article 31. The Company may be a limited liability shareholder of other companies, and the total amount of transfer of investment is not limited by Article 13 of the Company Act.
Article 32. The Company’s organizational charter and by-laws shall be separately enacted by the Board of Directors.
Article 33. Matters not specified in the Articles of Incorporation shall be conducted in accordance with the provisions of the Company Act.
Article 34. This Articles of Incorporation was formulated on June 10, 1981.
The 1st amendment was made on July 15, 1981.
The 2nd amendment was made on August 6, 1981.
The 3rd amendment was made on November 20, 1983.
The 4th amendment was made on August 9, 1985.
The 5th amendment was made on March 5, 1986.
The 6th amendment was made on May 20, 1987.
The 7th amendment was made on October 20, 1989.
The 8th amendment was made on November 8, 1996.
The 9th amendment was made on November 9, 1997.
The 10th amendment was made on July 30, 1998.
The 11th amendment was made on June 25, 1999.
The 12th amendment was made on June 17, 2000.
The 13th amendment was made on May 25, 2001.
The 14th amendment was made on June 7, 2002.
The 15th amendment was made on May 24, 2005.
The 16th amendment was made on June 23, 2006.
The 17th amendment was made on June 21, 2007.
The 18th amendment was made on June 19, 2008.
The 19th amendment was made on June 16, 2009.
The 20th amendment was made on June 14, 2010.
The 21st amendment was made on June 13, 2012.
The 22nd amendment was made on June 24, 2014.
The 23rd amendment was made on June 21, 2016.
The 24th amendment was made on June 22, 2017.
The 25th amendment was made on June 19, 2020.
The 26th amendment was made on June 22, 2022.
The 27th amendment was made on June 18, 2024.
The 28th amendment was made on June 17, 2025.
Appendix III
Shareholding
(Book closure date: April 19, 2025)
| Title | Name | Current shareholding | |
|---|---|---|---|
| Shares | Shareholding | ||
| Chairman | Chuang, Po-Yen | 4,173,038 | 6.38% |
| Director | Chang, Cho-Chen | 3,772,100 | 5.77% |
| Director | Chuang, Chia-Ling | 1,443,240 | 2.21% |
| Director | Chien Hsin Trading Co., Ltd. | ||
| Representative: Liang, Yu-Lun | 353,713 | 0.54% | |
| Independent Director | Chou, Wei-Hsien | - | - |
| Independent Director | Liu, Chao-Kuang | - | - |
| Independent Director | Tsai, Hsin-Yuan | - | - |
| Number of shares held recorded in shareholders register by all directors | 9,742,091 | 14.90% |
Note: The number of shares held by all directors of the Company is 5,229,600 shares.