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HE — AGM Information 2026
May 11, 2026
51878_rns_2026-05-11_dee8a9d0-08ef-40ba-bee7-a8f88e7ab2b6.pdf
AGM Information
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Stock code: 1608
Hua Eng Wire & Cable Co., Ltd.
2026 Annual General Meeting of Shareholders
2026 Annual General Meeting Time: June 17, 2026 Meeting Time: June 17, 2026
Xiaogang District, Kaohsiung City
Table of Contents
Meeting Agenda ... (1)
Status Reports ... (2)
Approval Items ... (2)
Election items ... (4)
Other items ... (4)
Extraordinary Motions ... (5)
Appendices:
The Articles of Incorporation of the Company ... (26)
Rules for Election of Directors of the Company ... (32)
Rules of Procedure for Shareholders’ Meetings of the Company ... (34)
Shareholdings of the Directors of the Company ... (36)
1
Hua Eng Wire & Cable Co., Ltd.
2026 Annual General Shareholders’ Meeting Agenda
Convening method: In-person
Time: June 17, 2026, 9:30 AM
Venue: No. 30, Gaonan Highway, Renwu District, Kaohsiung City
One. Call the Meeting to order
Two. Chairman’s Remarks
Three. Status Reports
(i) 2025 Business Report
(ii) Audit Committee’s review report for 2025 audited Financial Statements
(iii) Report on the distributable compensation for employees and directors in 2025.
Four. Approval Items
(i) Adoption of the Company’s 2025 business report and financial statements.
(ii) Adoption of the statement for distribution of earnings for 2025.
Five. Election Items
(i) Re-election of directors (including independent directors).
Six. Other Item
(i) Lifting of the non-competition restriction on the Company's new directors or their representatives, the proposal for which is submitted for discussion.
Seven. Extraordinary Motions
Eight. Adjournment
2
Three. Status Reports
I. 2025 Business Report (Please refer to Page 6)
II. Audit Committee’s review report for 2025 audited financial Statements (Please refer to Page 7)
III. Report on the distributable compensation for employees and directors in 2025.
The Company’s 2025 pre-tax profit before the distribution of employees’ compensation and directors’ remuneration amounted to NT$2,610,251,543. Approved by the Remuneration Committee and the Board of Directors, 3% of the said amount or NT$78,307,546 is allotted as employees’ compensation, (Of which 68.10%, totaling NT$53,326,029, was compensation for grassroots employees, accounting for 2.04% of pre-tax profit.) and 0.2682% or NT$7,000,000 is allotted as directors’ remuneration in accordance with Article 42 of the Articles of Incorporation. Both employees’ compensation and directors’ remuneration will be paid in cash, and the Chairman will handle matters in respect of the distribution under full authorization.
Four. Approval Items
Proposal 1 Proposed by the Board of the Company
Subject: Please kindly ratify the Company’s 2025 Business Report and Financial Statements
Explanation:
(I) The Company’s 2025 unconsolidated financial statements and consolidated financial statements were audited by CPA Chen Yung-Hsiang and CPA Su Yen-Ta from KPMG Taiwan. The financial statements and Business Report were then submitted to Audit Committee for review and a review report was issued accordingly.
(II) Please refer to 2025 Business Report (page 6), Audit Committee’s Review Report (page 7), review report by CPAs, unconsolidated financial statements and consolidated financial
statements (pages8-21). The complete financial reports are available at Market Observation Post System at https://mops.twse.com.tw/mops/web/index
(III) Please kindly ratify the above.
Resolution:
Proposal 2 Proposed by the Board of the Company
Subject: Please kindly ratify the Company’s distribution of 2025 earnings.
Explanation:
(I) At the beginning of fiscal year 2025, the company's undistributed earnings amounted to NTD 190,348,564. After adding the net profit after tax for the year NTD 2,334,675,536 and accounting for the period’s changes in the remeasurement of the defined benefit plan, as well as deducting the statutory earnings reserve in accordance with legal requirements, the total distributable earnings for the period amount to NTD 2,292,139,659. It is proposed to distribute cash dividends of NTD 2 per share, totaling NTD 1,265,547,012. After distribution, the remaining undistributed earnings at the end of the period will be NTD 1,026,592,647.
(II) The Company’s table of 2025 profit distribution (page 22). After this profit distribution proposal is submitted to the shareholders’ meeting for approval, the Chairman of the Board of Directors shall be authorized to determine relevant matters such as the base date and payment date of the cash dividends.
(III) Please kindly ratify the above.
Resolution:
Five. Election Items
Proposal 1 Proposed by the Board of the Company
Subject: Re-election of directors (including independent directors).
Explanation:
(I) The term of office of the current directors of the Company (including independent directors) will expire on June 20 this year. It is proposed to conduct a comprehensive re-election in accordance with the law at the general shareholders’ meeting this year.
(II) According to the Articles of Association of the Company and the resolution of the board meeting on March 9, 2026, 7 directors (including 3 independent directors) are proposed to be elected in this election. The new directors will take office after the general shareholders’ meeting. The current directors will be dismissed after the re-election, and the term of office of the new directors is three years, from June 17, 2026 to June 16, 2029
(III) The election of directors (including independent directors) of the Company adopts a candidate nomination system, and elect directors from the list of candidates at the shareholders' meeting. (please refer to pages 23 to 25 for the list of director candidates.)
(IV) Please proceed with the voting. (please refer to the election rules on page 32)
Election results:
Six. Other Items
Proposal 1 Proposed by the Board of the Company
Subject: Lifting of the non-competition restriction on the Company's new directors or their representatives, the proposal for which is submitted for discussion.
Explanation:
(I) According to Article 209 of the Company Act, if a
director acts for himself or others within the business scope of the Company, he shall explain the important contents of his act to the shareholders' meeting and obtain its permission.
(II) To be in line with the Company's expansion of business scope and diversified development, and to obtain the assistance from the expertise and experience of the directors of the Company, if the new directors or their representatives elected at the general shareholders' meeting have any non-competition act as stipulated in Article 209 of the Company Act, it is proposed to obtain the approval of the shareholders' meeting to lift the non-competition restriction on the new directors or their representatives without prejudice to the interests of the Company.
Resolution:
Seven. Extraordinary Motions
Eight. Adjournment
Hua Eng Wire & Cable Co., Ltd.
2025 Business Report
I. 2025 Business Report
For 2025, the Company and its subsidiaries report a consolidated revenue of NT$11,331,431 thousand, operating cost of NT$10,156,567 thousand, operating expense of NT$250,901 thousand, operating profit of NT$923,963 thousand, non-operating profit of NT$1,683,836 thousand, profit before tax of NT$2,607,799 thousand, income tax expense of NT$ 198,106 thousand, net income of NT$2,409,693 thousand, other comprehensive losses of NT$10,977 thousand, total comprehensive income of NT$2,398,716 thousand.
II. 2026 Business Plan
-
Due to the impact of tariffs and geopolitics, copper has become a strategic mineral. The Company's high-quality DIP oxygen-free copper, which is used in electric power applications, electric vehicles, and rectangular generator wire, will leverage its supply chain advantages to capitalize on the business opportunities arising from the green energy transition.
-
For power cables, in response to demand from the semiconductor industry, AI-related power demand, and the national "Construction Plan for Enhancing Power Grid Resilience," the Company will continue to strengthen its 161 kV and 345 kV ultra-high-voltage cable business and turnkey engineering projects for the installation of related accessories.
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For optical fiber cables, in response to various business opportunities arising from digital transformation, including 5G networks, cloud storage, and AI computing centers, the Company plans to upgrade its equipment and invest in high-fiber-count WTR Spider Web Ribbon optical fiber cables to meet market demand.
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Upgrade equipment and optimize production capacity; improve the production efficiency of copper wires and power cables, and expand market share in power plants, buildings, and the semiconductor industry.
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Continue to strengthen low-smoke halogen-free (LSFH), lead-free (RoHS), fire-resistant, and other low-carbon environmentally friendly cables; focus on environmental protection, enhance social responsibility, and implement ESG sustainable operations.
Chairman: Manager: Accounting Supervisor:
6
Audit Committee’s Review Report
The Board of Directors prepared the Company's 2025 annual business report and financial statements (including parent company only financial statements and consolidated financial statements) and earnings distribution proposal. Among them, the financial statements have been audited by KPMG Taiwan accountants Chen Yung-Hsiang and Su Yen-Ta and an audit report has been issued. The Audit Committee has reviewed the Business Report, financial statements and proposal for profit distribution mentioned above and found no non-conformity. The review report was issued in accordance with Article 14-4 of the Securities & Exchange Act and Article 219 of the Company Act.
Sincerely
2026 Annual General Meeting of Shareholders
Hua Eng Wire & Cable Co., Ltd.
Convener of Audit Committee: Chang Jinn-Der
March 9, 2026
7
Independent Auditors' Report
To the Board of Directors of HUA ENG WIRE & CABLE CO., LTD.
Opinion
We have audited the financial statements of HUA ENG WIRE & CABLE CO., LTD. (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2025 and 2024, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and cash flows for the years then ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:
Valuation of inventory
Please refer to Note 4(g) for significant accounting policies on inventory valuation, Note 5 for significant accounting estimation and assumptions uncertainty on inventory valuation, information regarding the inventory valuation is shown in Note 6(f) of the financial statements.
8
Description of the key audit matter:
The Company’s inventories are wire, cable and copper products, which are measured at the lower of cost and net realizable value. Since the selling price is affected by copper price which fluctuates wildly, and the international copper price is highly volatile, the valuation of inventory is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include assessing whether the valuation of inventories is in compliance with the accounting policy of the Company, obtaining information on the lower of cost and net realizable value of inventories and ageing statements prepared by management, performing reviews of estimated selling price on a sample basis to recent sales records and analyzing such data with respect to fluctuations in the international price of copper, and testing on a sample basis the correctness of the ageing statements of inventories, as well as evaluating the basis for management's estimation of the net realizable value of inventories and the reasonableness of the estimation.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error, and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
9
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements fairly represent the underlying transactions and events.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them on all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Yung-Hsiang, Chen and Yen-Ta, Su.
KPMG
Taipei, Taiwan (Republic of China)
March 9, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and parent company only financial statements, the Chinese version shall prevail.
(English Translation of Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets: | Current liabilities: | |||||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 266,082 | 2 | 281,675 | 3 | 2100 | Short-term borrowings (note 6(m)) | $ 1,987,610 | 15 | 1,087,222 | 10 | |
| 1110 | Current financial assets at fair value through profit or loss (note 6(b)) | 813,378 | 6 | 884,925 | 8 | 2110 | Short-term notes and bills payable (notes 6(m)(n)) | - | - | 249,851 | 2 | |
| 1140 | Current contract assets (note 6(v)) | 311,571 | 3 | 83,049 | 1 | 2130 | Current contract liabilities (note 6(v)) | 21,009 | - | 15,775 | - | |
| 1150 | Notes receivable (notes 6(d)(v)) | 7,444 | - | 12,567 | - | 2150 | Notes payable (note 6(r)) | 21,866 | - | 5,463 | - | |
| 1172 | Accounts receivable (notes 6(d)(v)) | 1,902,767 | 14 | 1,274,402 | 12 | 2170 | Accounts payable | 572,729 | 4 | 495,578 | 5 | |
| 1200 | Other receivables (note 6(e)) | 8,239 | - | 28,897 | - | 2180 | Accounts payable to related parties (note 7) | 137,334 | 1 | 77,079 | 1 | |
| 130X | Inventories (note 6(f)) | 3,169,180 | 23 | 2,425,333 | 22 | 2200 | Other payables (note 6(r)) | 334,982 | 2 | 247,515 | 2 | |
| 1470 | Other current assets (note 6(i)) | 45,781 | - | 54,847 | 1 | 2230 | Current tax liabilities | 133,223 | 1 | 113,909 | 1 | |
| Total current assets | 6,524,442 | 48 | 5,045,695 | 47 | 2280 | Current lease liabilities (note 6(p)) | 18,355 | - | 18,090 | - | ||
| Non-current assets: | 2300 | Other current liabilities (notes 6(o) and 7) | 3,377 | - | 4,441 | - | ||||||
| 1510 | Non-current financial assets at fair value through profit or loss (note 6(b)) | 2,864,442 | 21 | 1,761,149 | 16 | Total current liabilities | 3,230,485 | 23 | 2,314,923 | 21 | ||
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 78,581 | 1 | 92,422 | 1 | 2570 | Non-Current liabilities: | |||||
| 1550 | Investments accounted for using equity method (note 6(g)) | 608,109 | 5 | 630,826 | 6 | 2580 | Deferred tax liabilities (note 6(s)) | 528,798 | 4 | 527,359 | 5 | |
| 1600 | Property, plant and equipment (note 6(h)) | 2,293,589 | 17 | 2,145,125 | 20 | 2645 | Non-current lease liabilities (note 6(p)) | 156,861 | 1 | 175,217 | 2 | |
| 1755 | Right-of-use assets (note 6(i)) | 216,817 | 2 | 240,908 | 2 | Guarantee deposits received | 2,270 | - | 3,173 | - | ||
| 1760 | Investment property, net (note 6(j)) | 828,433 | 6 | 829,253 | 8 | Total non-current liabilities | 687,929 | 5 | 705,749 | 7 | ||
| 1780 | Intangible assets (note 6(k)) | 227 | - | 506 | - | Total liabilities | 3,918,414 | 28 | 3,020,672 | 28 | ||
| 1840 | Deferred tax assets (note 6(s)) | 27,947 | - | 24,183 | - | 3110 | Equity attributable to owners of parent (notes 6(r)(t)): | |||||
| 1915 | Prepayments for equipment (note 6(l)) | 2,617 | - | 14,220 | - | 3200 | Ordinary share | 6,327,735 | 47 | 6,327,735 | 59 | |
| 1920 | Refundable deposits (note 6(e)) | 141 | - | 141 | - | 3300 | Capital surplus | 436,138 | 3 | 353,880 | 3 | |
| 1975 | Non-current net defined benefit asset (note 6(r)) | 43,062 | - | 35,270 | - | 3310 | Retained earnings: | |||||
| 1990 | Other non-current assets, others (note 6(l)) | 8,874 | - | 8,874 | - | 3320 | Legal reserve | 393,795 | 3 | 328,117 | 3 | |
| Total non-current assets | 6,972,839 | 52 | 5,782,877 | 53 | 3350 | Special reserve | 884,911 | 7 | 884,911 | 8 | ||
| 3350 | Unappropriated retained earnings | 2,525,672 | 19 | 888,800 | 8 | |||||||
| 3400 | Other equity | 3,804,378 | 29 | 2,101,828 | 19 | |||||||
| 3500 | Treasury shares | (20,713) | - | (6,872) | - | |||||||
| Total equity | (968,671) | (7) | (968,671) | (9) | ||||||||
| Total liabilities and equity | 9,578,867 | 72 | 7,807,900 | 72 | ||||||||
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (notes 6(v) and 7) | $ 8,450,349 | 100 | 8,203,655 | 100 |
| 5000 | Operating costs (notes 6(f)(o)(r)(w), 7 and 12) | 7,275,021 | 86 | 7,382,972 | 90 |
| 5900 | Gross profit | 1,175,328 | 14 | 820,683 | 10 |
| 6000 | Operating expenses (notes 6(r)(w), 7 and 12) | 183,252 | 2 | 153,703 | 2 |
| 6900 | Net operating income | 992,076 | 12 | 666,980 | 8 |
| 7000 | Non-operating income and expenses (notes 6(b)(c)(p)(q)(x) and 7): | ||||
| 7100 | Interest income | 565 | - | 854 | - |
| 7010 | Other income | 132,904 | 1 | 158,326 | 2 |
| 7020 | Other gains and losses | 1,467,619 | 17 | (19,893) | - |
| 7050 | Finance costs | (35,287) | - | (25,692) | - |
| 7070 | Share of profit (loss) of subsidiaries accounted for using equity method | (32,933) | - | 24,409 | - |
| 1,532,868 | 18 | 138,004 | 2 | ||
| 7900 | Profit before income tax | 2,524,944 | 30 | 804,984 | 10 |
| 7950 | Less: Income tax expenses (note 6(s)) | 190,268 | 2 | 148,931 | 2 |
| 8200 | Profit | 2,334,676 | 28 | 656,053 | 8 |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Remeasurements of defined benefit plans | (1,010) | - | 1,702 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (13,841) | - | 25,793 | - |
| 8330 | Share of other comprehensive income of subsidiaries, accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 1,455 | - | (634) | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note 6(s)) | (202) | - | 340 | - |
| Other comprehensive income (after tax) | (13,194) | - | 26,521 | - | |
| 8500 | Comprehensive income | $ 2,321,482 | 28 | 682,574 | 8 |
| Earnings per share (note 6(u)): | |||||
| 9750 | Basic earnings per share (in New Taiwan Dollars) | $ | 5.50 | 1.55 | |
| 9850 | Diluted earnings per share (in New Taiwan Dollars) | $ | 5.48 | 1.54 |
See accompanying notes to financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | Other equity | |||||||
|---|---|---|---|---|---|---|---|---|
| Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Treasury shares | Total equity | ||||||
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | ||||
| $ 6,327,735 | 271,623 | 234,075 | 884,911 | 958,835 | (32,665) | (968,671) | 7,675,843 | |
| Balance at January 1, 2024 | ||||||||
| Profit for the year ended December 31, 2024 | - | - | - | 656,053 | - | - | 656,053 | |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | 728 | 25,793 | - | 26,521 | |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | 656,781 | 25,793 | - | 682,574 | |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | 94,042 | - | (94,042) | - | - | - | |
| Cash dividends of ordinary shares | - | - | - | (632,774) | - | - | (632,774) | |
| Adjustments to capital surplus due to distribution of cash dividends to subsidiaries | - | 82,257 | - | - | - | - | 82,257 | |
| Balance at December 31, 2024 | 6,327,735 | 353,880 | 328,117 | 884,911 | 888,800 | (6,872) | (968,671) | 7,807,900 |
| Profit for the year ended December 31, 2025 | - | - | - | - | 2,334,676 | - | - | 2,334,676 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | 647 | (13,841) | - | (13,194) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 2,335,323 | (13,841) | - | 2,321,482 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | - | 65,678 | - | (65,678) | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (632,773) | - | - | (632,773) |
| Adjustments to capital surplus due to distribution of cash dividends to subsidiaries | - | 82,258 | - | - | - | - | 82,258 | |
| Balance at December 31, 2025 | $ 6,327,735 | 436,138 | 393,795 | 884,911 | 2,525,672 | (20,713) | (968,671) | 9,578,867 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 2,524,944 | 804,984 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 133,886 | 130,389 |
| Amortization expense | 279 | 252 |
| Net (gain) loss on financial assets at fair value through profit or loss | (1,469,155) | 24,883 |
| Interest expense | 35,287 | 25,692 |
| Interest income | (565) | (854) |
| Dividend income | (88,297) | (103,794) |
| Share of loss (profit) of subsidiaries accounted for using equity method | 32,933 | (24,409) |
| Gain on disposal of property, plant and equipment | (306) | (511) |
| Gain on disposal of investment property | - | (3,489) |
| Provision (reversal) for liabilities | 247 | (56) |
| Total adjustments to reconcile profit (loss) | (1,355,691) | 48,103 |
| Changes in operating assets and liabilities: | ||
| Net changes in operating assets: | ||
| (Increase) decrease in contract assets | (228,522) | 61,436 |
| Decrease in notes receivable | 5,123 | 15,127 |
| (Increase) decrease in accounts receivable | (628,365) | 6,471 |
| Decrease (increase) in other receivables | 5,215 | (6,206) |
| Increase in inventories | (743,847) | (211,322) |
| Decrease (increase) in other current assets | 9,066 | (19,671) |
| Increase in net defined benefit assets | (8,802) | (23,161) |
| Total net changes in operating assets | (1,590,132) | (177,326) |
| Net changes in operating liabilities: | ||
| Increase (decrease) in contract liabilities | 5,234 | (661) |
| Increase (decrease) in notes payable | 16,403 | (3,677) |
| Increase in accounts payable | 77,151 | 215,531 |
| Increase (decrease) in accounts payable to related parties | 60,255 | (1,174) |
| Increase in other payable | 72,481 | 16,644 |
| (Decrease) increase in other current liabilities | (1,311) | 491 |
| Total net changes in operating liabilities | 230,213 | 227,154 |
| Total net changes in operating assets and liabilities | (1,359,919) | 49,828 |
| Total adjustments | (2,715,610) | 97,931 |
| Cash (outflow) inflow generated from operations | (190,666) | 902,915 |
| Interest received | 565 | 900 |
| Dividends received | 161,794 | 103,794 |
| Interest paid | (25,110) | (16,690) |
| Income taxes paid | (173,077) | (45,631) |
| Net cash flows (used in) from operating activities | (226,494) | 945,288 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through profit or loss | - | (46,372) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 437,409 | 10,181 |
| Proceeds from disposal of financial assets at amortized cost | - | 23,073 |
| Acquisition of property, plant and equipment | (205,759) | (74,917) |
| Proceeds from disposal of property, plant and equipment | 306 | 517 |
| Increase in prepayments for equipment | (2,617) | (269) |
| Proceeds from disposal of investment property | - | 5,879 |
| Decrease (increase) in refundable deposits | 15,443 | (17,028) |
| Acquisition of intangible assets | - | (354) |
| Net cash flows from (used in) investing activities | 244,782 | (99,290) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 900,388 | 134,406 |
| Decrease in short-term notes and bills payable | (255,887) | (156,163) |
| (Decrease) increase in guarantee deposits received | (1,007) | 1,177 |
| Payment of lease liabilities | (20,621) | (20,620) |
| Cash dividends paid | (656,754) | (615,815) |
| Net cash flows used in financing activities | (33,881) | (657,015) |
| Net (decrease) increase in cash and cash equivalents | (15,593) | 188,983 |
| Cash and cash equivalents at beginning of period | 281,675 | 92,692 |
| Cash and cash equivalents at end of period | $ 266,082 | 281,675 |
See accompanying notes to financial statements.
Independent Auditors' Report
To the Board of Directors of HUA ENG WIRE & CABLE CO., LTD.
Opinion
We have audited the consolidated financial statements of HUA ENG WIRE & CABLE CO., LTD. (“the Company”) and subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2025 and 2024, and 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 the Group as of December 31, 2025 and 2024, and consolidated financial performance and consolidated cash flows for the years then ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:
Valuation of inventory
Please refer to Note 4(h) for significant accounting policies on inventory valuation, Note 5 for significant accounting assumptions and estimation uncertainty on inventory valuation, information regarding the inventory valuation is shown in Note 6(f) of the consolidated financial statements.
15
Description of the key audit matter:
The Group’s inventories are wire, cable and copper products, which are measured at the lower of cost and net realizable value. Since the selling price is affected by copper price which fluctuates wildly, and the international copper price is highly volatile, the valuation of inventory is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include assessing whether the valuation of inventories is in compliance with the accounting policy of the Group, obtaining information on the lower of cost and net realizable value of inventories and ageing statements prepared by management, performing reviews of estimated selling price on a sample basis to recent sales records and analyzing such data with respect to fluctuations in the international price of copper, and testing on a sample basis the correctness of the ageing statements of inventories, as well as evaluating the basis for management's estimation of the net realizable value of inventories and the reasonableness of the estimation.
Other Matter
The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error, and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
16
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements fairly represent the underlying transactions and events.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them on all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Yung-Hsiang, Chen and Yen-Ta, Su.
KPMG
Taipei, Taiwan (Republic of China)
March 9, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets: | ||||||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 394,203 | 2 | 433,715 | 3 | 2100 | Short-term borrowings (note 6(m)) | $ 2,855,101 | 17 | 1,607,279 | 12 | |
| 1110 | Current financial assets at fair value through profit or loss (note 6(b)) | 813,378 | 5 | 884,925 | 6 | 2110 | Short-term notes and bills payable (notes 6(n)(n)) | 599,712 | 4 | 1,156,415 | 8 | |
| 1140 | Current contract assets (note 6(v)) | 313,676 | 2 | 85,471 | 1 | 2130 | Current contract liabilities (note 6(v)) | 21,151 | - | 30,548 | - | |
| 1150 | Notes receivable (notes 6(d)(v)) | 7,444 | - | 12,567 | - | 2150 | Notes payable (note 6(r)) | 27,067 | - | 8,779 | - | |
| 1172 | Accounts receivable (notes 6(d)(v)) | 2,175,345 | 13 | 1,510,332 | 11 | 2170 | Accounts payable | 768,194 | 5 | 602,286 | 5 | |
| 1200 | Other receivables (notes 6(d)(e)) | 55,695 | - | 70,860 | 1 | 2180 | Accounts payable to related parties (note 7) | - | - | 3 | - | |
| 1220 | Current tax assets | 111 | - | 96 | - | 2200 | Other payables (note 6(r)) | 410,343 | 2 | 326,807 | 2 | |
| 130X | Inventories (note 6(f)) | 5,042,995 | 31 | 4,336,121 | 31 | 2230 | Current tax liabilities | 133,386 | 1 | 114,823 | 1 | |
| 1470 | Other current assets (note 6(1)) | 70,233 | 1 | 70,914 | - | 2280 | Current lease liabilities (note 6(p)) | 18,355 | - | 18,090 | - | |
| Total current assets | 8,873,080 | 54 | 7,405,001 | 53 | 2300 | Other current liabilities (notes 6(o) and 7) | 21,141 | - | 31,504 | - | ||
| Non-current assets: | Total current liabilities | 4,854,450 | 29 | 3,896,534 | 28 | |||||||
| 1510 | Non-current financial assets at fair value through profit or loss (note 6(b)) | 2,864,442 | 18 | 1,761,149 | 13 | Non-Current liabilities: | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 78,581 | 1 | 92,422 | 1 | 2570 | Deferred tax liabilities (note 6(s)) | 797,537 | 5 | 794,772 | 6 | |
| 1600 | Property, plant and equipment (note 6(h)) | 3,326,632 | 20 | 3,178,018 | 23 | 2580 | Non-current lease liabilities (note 6(p)) | 156,861 | 1 | 175,217 | 1 | |
| 1755 | Right-of-use assets (note 6(i)) | 216,817 | 1 | 240,908 | 2 | 2640 | Non-current net defined benefit liability (note 6(r)) | 67 | - | 191 | - | |
| 1760 | Investment property, net (note 6(j)) | 1,041,587 | 6 | 1,045,392 | 8 | Guarantee deposits received | 2,270 | - | 3,173 | - | ||
| 1780 | Intangible assets (note 6(k)) | 471 | - | 689 | - | Total non-current liabilities | 956,735 | 6 | 973,353 | 7 | ||
| 1840 | Deferred tax assets (note 6(s)) | 52,481 | - | 55,560 | - | Total liabilities | 5,811,185 | 35 | 4,869,887 | 35 | ||
| 1915 | Prepayments for equipment | 11,640 | - | 23,243 | - | 3110 | Equity attributable to owners of parent (notes 6(c)(r)(t)): | |||||
| 1920 | Refundable deposits (note 6(e)) | 1,232 | - | 201 | - | 3200 | Ordinary share | 6,327,735 | 38 | 6,327,735 | 46 | |
| 1975 | Non-current net defined benefit asset (note 6(r)) | 58,065 | - | 44,494 | - | 3300 | Capital surplus | 436,138 | 3 | 353,880 | 3 | |
| 1990 | Other non-current assets, others (note 6(1)) | 8,874 | - | 8,874 | - | Retained earnings: | ||||||
| 3310 | Legal reserve | 393,795 | 2 | 328,117 | 2 | |||||||
| 3320 | Special reserve | 884,911 | 5 | 884,911 | 6 | |||||||
| 3330 | Unappropriated retained earnings | 2,525,672 | 16 | 888,800 | 6 | |||||||
| 3,804,378 | 23 | 2,101,828 | 14 | |||||||||
| 3400 | Other equity | (20,713) | - | (6,872) | - | |||||||
| 3500 | Treasury shares | (968,671) | (6) | (968,671) | (7) | |||||||
| Sub-total equity attributable to owners of parent: | 9,578,867 | 58 | 7,807,900 | 56 | ||||||||
| 36XX | Non-controlling interests (note6(g)) | 1,143,850 | 7 | 1,178,164 | 9 | |||||||
| Total equity | 10,722,717 | 65 | 8,986,064 | 65 | ||||||||
| Total liabilities and equity | $ 16,533,902 | 100 | 13,855,951 | 100 |
See accompanying notes to financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (note 6(v)) | $ 11,331,431 | 100 | 11,329,005 | 100 |
| 5000 | Operating costs (notes 6(f)(o)(r)(w), 7 and 12) | 10,156,567 | 90 | 10,376,657 | 92 |
| 5900 | Gross profit | 1,174,864 | 10 | 952,348 | 8 |
| 6000 | Operating expenses (notes 6(r)(w), 7 and 12) | 250,901 | 2 | 220,600 | 2 |
| 6900 | Net operating income | 923,963 | 8 | 731,748 | 6 |
| 7000 | Non-operating income and expenses (notes 6(b)(c)(p)(q)(x) and 7): | ||||
| 7100 | Interest income | 1,333 | - | 1,809 | - |
| 7010 | Other income | 276,651 | 2 | 302,413 | 2 |
| 7020 | Other gains and losses | 1,466,345 | 13 | (19,882) | - |
| 7050 | Finance costs | (60,493) | - | (53,490) | - |
| 1,683,836 | 15 | 230,850 | 2 | ||
| 7900 | Profit before income tax | 2,607,799 | 23 | 962,598 | 8 |
| 7950 | Less: Income tax expenses (note 6(s)) | 198,106 | 2 | 143,749 | 1 |
| 8200 | Profit | 2,409,693 | 21 | 818,849 | 7 |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Remeasurements of defined benefit plans | 3,580 | - | (284) | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(t)) | (13,841) | - | 25,793 | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note 6(s)) | 716 | - | (59) | - |
| Other comprehensive income (after tax) | (10,977) | - | 25,568 | - | |
| 8500 | Comprehensive income | $ 2,398,716 | 21 | 844,417 | 7 |
| Profit attributable to: | |||||
| 8610 | Owners of parent | $ 2,334,676 | 20 | 656,053 | 6 |
| 8620 | Non-controlling interests (note 6(g)) | 75,017 | 1 | 162,796 | 1 |
| $ 2,409,693 | 21 | 818,849 | 7 | ||
| Comprehensive income (loss) attributable to: | |||||
| 8710 | Owners of parent | $ 2,321,482 | 20 | 682,574 | 6 |
| 8720 | Non-controlling interests (note 6(g)) | 77,234 | 1 | 161,843 | 1 |
| $ 2,398,716 | 21 | 844,417 | 7 | ||
| Earnings per share (note 6(u)): | |||||
| 9750 | Basic earnings per share (in New Taiwan Dollars) | $ | 5.50 | 1.55 | |
| 9850 | Diluted earnings per share (in New Taiwan Dollars) | $ | 5.48 | 1.54 |
See accompanying notes to financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2024
Profit for the year ended December 31,2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income for the year ended December 31, 2024
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends of ordinary shares
Adjustments to capital surplus due to distribution of cash dividends to subsidiaries
Balance at December 31, 2024
Profit for the year ended December 31,2025
Other comprehensive income for the year ended December 31, 2025
Total comprehensive income for the year ended December 31, 2025
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends of ordinary shares
Adjustments to capital surplus due to distribution of cash dividends to subsidiaries
Cash dividends to non-controlling interests by subsidiaries
Balance at December 31, 2025
| Equity attributable to owners of parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Retained earnings | Other equity | ||||||
| Legal reserve | Special reserve | Unappropriated retained earnings | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Treasury shares | Total equity attributable to owners of parent | Non-controlling interests | Total equity | ||
| $ 6,327,735 | 271,623 | 234,075 | 884,911 | 958,835 | (32,665) | (968,671) | 7,675,843 | 1,016,321 | 8,692,164 |
| - | - | - | - | 656,053 | - | - | 656,053 | 162,796 | 818,849 |
| - | - | - | - | 728 | 25,793 | - | 26,521 | (953) | 25,568 |
| - | - | - | - | 656,781 | 25,793 | - | 682,574 | 161,843 | 844,417 |
| - | - | 94,042 | - | (94,042) | - | - | - | - | - |
| - | - | - | - | (632,774) | - | - | (632,774) | - | (632,774) |
| - | 82,257 | - | - | - | - | - | 82,257 | - | 82,257 |
| 6,327,735 | 353,880 | 328,117 | 884,911 | 888,800 | (6,872) | (968,671) | 7,807,900 | 1,178,164 | 8,986,064 |
| - | - | - | - | 2,334,676 | - | - | 2,334,676 | 75,017 | 2,409,693 |
| - | - | - | - | 647 | (13,841) | - | (13,194) | 2,217 | (10,977) |
| - | - | - | - | 2,335,323 | (13,841) | - | 2,321,482 | 77,234 | 2,398,716 |
| - | - | 65,678 | - | (65,678) | - | - | - | - | - |
| - | - | - | - | (632,773) | - | - | (632,773) | - | (632,773) |
| - | 82,258 | - | - | - | - | - | 82,258 | - | 82,258 |
| - | - | - | - | - | - | - | - | (111,548) | (111,548) |
| $ 6,327,735 | 436,138 | 393,795 | 884,911 | 2,525,672 | (20,713) | (968,671) | 9,578,867 | 1,143,850 | 10,722,717 |
See accompanying notes to financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
HUA ENG WIRE & CABLE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 2,607,799 | 962,598 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 228,493 | 219,808 |
| Amortization expense | 393 | 329 |
| Net (gain) loss on financial assets at fair value through profit or loss | (1,469,155) | 24,883 |
| Interest expense | 60,493 | 53,490 |
| Interest income | (1,333) | (1,809) |
| Dividend income | (214,608) | (230,101) |
| Gain on disposal of property, plant and equipment | (797) | (628) |
| Gain on disposal of investment property | - | (3,489) |
| Provision for liabilities | 144 | 301 |
| Total adjustments to reconcile (loss) profit | (1,396,370) | 62,784 |
| Changes in operating assets and liabilities: | ||
| Net changes in operating assets: | ||
| (Increase) decrease in contract assets | (228,205) | 61,313 |
| Decrease in notes receivable | 5,123 | 15,127 |
| (Increase) decrease in accounts receivable | (665,013) | 9,302 |
| (Increase) decrease in other receivables | (279) | 40,848 |
| Increase in inventories | (706,874) | (367,289) |
| Decrease (increase) in other current assets | 681 | (27,199) |
| Total net changes in operating assets | (1,594,567) | (267,898) |
| Net changes in operating liabilities: | ||
| (Decrease) increase in contract liabilities | (9,397) | 9,243 |
| Increase (decrease) in notes payable | 18,288 | (5,380) |
| Increase in accounts payable | 165,908 | 217,274 |
| Decrease in accounts payable to related parties | (3) | (102) |
| Increase in other payable | 62,052 | 35,959 |
| (Decrease) increase in other current liabilities | (10,507) | 21,697 |
| Decrease in net defined benefit liabilities and increase in net defined benefit assets | (10,115) | (24,837) |
| Total net changes in operating liabilities | 216,226 | 253,854 |
| Total net changes in operating assets and liabilities | (1,378,341) | (14,044) |
| Total adjustments | (2,774,711) | 48,740 |
| Cash (outflow) inflow generated from operations | (166,912) | 1,011,338 |
| Interest received | 1,333 | 1,855 |
| Dividends received | 214,608 | 230,101 |
| Interest paid | (39,178) | (29,674) |
| Income taxes paid | (174,430) | (45,713) |
| Net cash flows (used in) from operating activities | (164,579) | 1,167,907 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through profit or loss | - | (46,372) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 437,409 | 10,181 |
| Proceeds from disposal of financial assets at amortized cost | - | 23,073 |
| Acquisition of property, plant and equipment | (286,989) | (152,813) |
| Proceeds from disposal of property, plant and equipment | 797 | 634 |
| Decrease (increase) in guarantee deposits paid | 14,413 | (17,028) |
| Acquisition of intangible assets | (175) | (530) |
| Acquisition of investment property | (153) | - |
| Proceeds from disposal of investment property | - | 5,879 |
| Increase in prepayments for equipment | (2,617) | (9,292) |
| Net cash flows from (used in) investing activities | 162,685 | (186,268) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term borrowings | 1,247,822 | (148,756) |
| Decrease in short-term notes and bills payable | (573,546) | (14,225) |
| (Decrease) increase in guarantee deposits received | (3,273) | 3,804 |
| Payment of lease liabilities | (20,621) | (20,620) |
| Cash dividends paid | (576,452) | (538,844) |
| Cash dividends to non-controlling interests | (111,548) | - |
| Net cash flows used in financing activities | (37,618) | (718,641) |
| Net (decrease) increase in cash and cash equivalents | (39,512) | 262,998 |
| Cash and cash equivalents at beginning of period | 433,715 | 170,717 |
| Cash and cash equivalents at end of period | $ 394,203 | 433,715 |
See accompanying notes to financial statements.
Hua Eng Wire & Cable Co., Ltd.
Earnings Distribution Table
2025
| Unit: NTD | |
|---|---|
| Undistributed profit at the beginning of the period | 190,348,564 |
| Add (Less): | |
| Changes in the current period to re-measurement of defined benefit plan | 647,903 |
| 2025 after-tax net profit | 2,334,675,536 |
| Appropriation of 10% as legal reserve | (233,532,344) |
| (2,335,323,439 x 10%) | |
| Distributable surplus earnings | 2,292,139,659 |
| Less: | |
| Distribution item: | |
| Shareholder cash dividends | |
| (632,773,506 shares x 2.0) | (1,265,547,012) |
| Undistributed earnings at the end of the period | 1,026,592,647 |
Note: When cash dividends are paid to individual shareholders, if the remainder is less than one NT dollar, it shall be rounded off to the nearest NT dollar. Accordingly, the resulting difference will be adjusted according to the shareholder account number from front to back to match the total distribution amount in the profit distribution table.
Chairman:
Manager:
Accounting Supervisor:
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Hua Eng Wire & Cable Co., Ltd.
List of candidates for directors (including independent directors)
| Category | Account name or name and number of shares held | Major academic degree and work experience | Current position |
|---|---|---|---|
| Director | First Copper Technology Co., Ltd. | ||
| Representative: Wang Hong-Ren | |||
| 208,563,824 shares | Education: MBA, Lindenwood College, USA | ||
| Work experience: same as current position. | Chairman, Hua Eng Wire & Cable Co., Ltd. | ||
| Chairman, First Copper Technology Co., Ltd. | |||
| Chairman, Hua Ho Engineering Co., Ltd. | |||
| Director, Hua Horng Investment Co., Ltd. | |||
| Chairman, Taiwan Times Co., Ltd. | |||
| Director, International Shipbreaking Enterprise Co. Ltd. | |||
| Director | Mei-Da Co., Ltd. | ||
| Representative: Liu Chung-Jen | |||
| 3,936,732 shares | Education: Columbia College Business Administration | ||
| Work experience: Former Chairman, Hua Eng Wire & Cable Co., Ltd. | |||
| Chairman, First Copper Technology Co., Ltd. | |||
| Chairman, Taiwan Times Co., Ltd. | Director, Hua Eng Wire & Cable Co., Ltd. | ||
| Director, First Copper Technology Co., Ltd. | |||
| Chairman, Mei-Da Co., Ltd. | |||
| Chairman, Hua Horng Investment Co., Ltd. | |||
| Director, Taiwan Times Co., Ltd. | |||
| Director | First Copper Technology Co., Ltd. | ||
| Representative: Wang Ming-Jen | |||
| 208,563,824 shares | Education: Industrial Engineering, Chung Yuan Christian College of Science and Engineering | ||
| Work experience: same as current position. | Director, Hua Eng Wire & Cable Co., Ltd. | ||
| Director, First Copper Technology Co., Ltd. | |||
| Director and President, Taiwan Times Co., Ltd. | |||
| Responsible Person, Sheng Feng Ltd. | |||
| Supervisor, Hua Horng Investment Co., Ltd. | |||
| Supervisor, Mei-Da Co., Ltd. | |||
| Supervisor, International Shipbreaking Enterprise Co. Ltd. | |||
| Director | Mei-Da Co., Ltd. | ||
| Representative: Wang Wen-Ling | |||
| 3,936,732 shares | Education: Christ's College Taipei | ||
| Work experience: same as current position. | Director, Hua Horng Investment Co., Ltd. | ||
| Director, First Copper Technology Co., Ltd. | |||
| Director, Mei-Da Co., Ltd. | |||
| Director, Hua Horng Investment Co., Ltd. | |||
| Director, International Shipbreaking Enterprise Co. Ltd. |
| Category | Account name or name and number of shares held | Major academic degree and work experience | Current position | The reason for nominating an independent director who has served for three consecutive terms |
|---|---|---|---|---|
| Independent Director | Chang Jinn-Der | |||
| 0 shares | Education: | |||
| PhD in Accounting, Federal International University | ||||
| Doctor of Laws, National Chung Cheng University |
Work experience:
1st Chairperson of The National Federation of CPA
Member of the Taiwan Provincial Government Appeals Committee
Head of Department of Accounting, PCCU
Dean and Chair Professor of the College of Management, Chaoyang University of Technology
Chair Professor of the Department of Accounting and Information Systems, Asia University
Member of Administrative Appeals Commission, Financial Supervisory Commission | Independent director, Hua Eng Wire & Cable Co., Ltd.
Director, Crown & Co., CPAs
Chairman of the Corporate University Cultural and Educational Foundation
Part-time professor, Department of Law, Open University of Kaohsiung
Chairman, Crown International Consultant Co., Ltd.
Director, PharmaEssentia Corp.
Independent director, Jukao Engineering Corp.
Director, Concord Securities Co., Ltd.
Director, Guan De Investment Co., Ltd.
Adjunct Professor, Department of Accounting and Information, Asia University
Member of the Audit Department's Legal Committee | Mr. Chang Jinn-Der holds a Certified Public Accountant (CPA) qualification and has over five years of experience as a university professor in the Departments of Accounting and Law. He brings extensive professional work experience. During his tenure as an independent director of the Company, he has provided numerous professional recommendations and guidance. Therefore, he is being nominated again as a candidate for independent director. |
| Independent Director | Sun Chin-Feng
0 shares | Education:
University of Michigan Master of Business Administration (MBA)
Master of Materials Science (MS), Wayne University, Michigan State, USA
Work experience:
Associate Manager of Cheng Shin Entrepreneurship Investment Co., Ltd.
Director of Asia Technology Centre, Emerson Electric Co.
Team Lead of Production Department, Prime Optical Fiber Corporation | Independent director, Hua Eng Wire & Cable Co., Ltd.
General anager, SAGA Unitek Ventures
Chairman, FiTek Photonics Corporation
Independent director, Tah Tong Textile Co., Ltd.
Independent director, Chicony Power Technology Co., Ltd. | Not applicable |
| Category | Account name or name and number of shares held | Major academic degree and work experience | Current position | The reason for nominating an independent director who has served for three consecutive terms |
|---|---|---|---|---|
| Independent Director | Chen ching-hsing | |||
| 0 shares | Education: | |||
| Taiwan Provincial Kaohsiung Institute of Technology |
Work experience:
Hua Eng Wire & Cable Co., Ltd.
Technical Engineer, Kao-Nan Plant, Director of Manufacturing Department, Director of Plant Affairs Department, Director of Research Institute, Deputy General Manager, Production Department; Plant Manager Glory Optics Technologies Inc. Deputy General Manager Supervisor, First Copper Technology Co., Ltd.
Expertise: Wire and cable production technology and management
Contribution: Led the technology transfer project for a Malaysian petroleum wire company. Served as the project leader for the Ministry of Economic Affairs program for the development of new leading products, leading the team to obtain approximately NT$20 million in government subsidies and secure a patent for a 350 kV ultra-high-voltage cable structure. | None | Not applicable |
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Hua Eng Wire & Cable Co., Ltd. Articles of Incorporation
Chapter I: General Provisions
Article 1: Organized in accordance with the provisions of the Company Act, the Company is named Hua Eng Wire & Cable Co., Ltd.
Article 2: The Company's main businesses are as follows:
I. Manufacturing, processing, trading and export of various wires and cables and composite optical fiber cables.
II. Processing, manufacturing, trading and export of electrolytic copper, copper ingots, copper products, copper wire, enameled wire, and copper bars.
III. Design, manufacture, sale, and construction of photoelectric transmission equipment and photoelectric converters, and manufacture and trade of optical fiber.
IV. Manufacturing and trading of production equipment for various wire and cable products.
V. Various power and communication engineering design, construction maintenance and technical services.
VI. Manufacturing and trading of various electrical appliances, power and communication equipment, communication user circuit wiring equipment, communication user circuit testing, and maintenance equipment (telephone user loop telemetry interface isolators, user security devices, etc.).
VII. Processing, manufacturing, trading and export of 22KV and above-69KV cable joints.
VIII. Electrical installation industry: Undertake installation of high and low voltage electrical equipment projects and power transmission and distribution line projects contracted by Taipower Company.
IX. Commission construction companies to build residential and commercial buildings for sale and lease.
X. Furniture manufacturing and trade.
XI. House rental and sale introduction.
XII. Operation of food, tobacco, and alcohol business.
XIII. Acceptance of rezoning commissions. (with the exception of architectural commissions)
XIV. Operation of parking lots and supermarkets.
XV. Design and construction of landscapes and gardens. (with the exceptions of construction and of architectural commissions)
XVI. Manufacture and sale of ready-mixed concrete.
XVII. Manufacture and sale of cement products.
XVIII. Manufacturing, processing, and trading of various types of stainless steel plate and stainless steel pipe.
XIX. Sale of various types of steel plate and steel manufacturing.
XX. Processing, manufacturing and trading of electronic products.
XXI. Operation of bowling alley business.
XXII. Provision of technical services for hospital operation and management and consulting, analysis and consulting services.
XXIII. Pre-agent import and export trade of various products.
XXIV. H703010 Factory Building Rental and Leasing.
XXV. H703020 Warehouse Rental and Leasing.
XXVI. H703030 Office Building Rental and Leasing.
XXVII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company does not endorse guarantees and does not lend funds to others.
Article 2-2: In coordination with its diversified operations, the Company makes reinvestments in various businesses. The total investment amount shall not exceed the total paid-in capital of the Company.
Article 3: The Company is established in Kaohsiung City, and its branch is established in Taipei City. Depending on business needs, the Board of Directors may decide to establish additional branches (subsidiaries) domestically and abroad.
Article 4: The Company's announcement method shall be handled in accordance with Article 28 of the
Company Act.
Chapter II: Shares
Article 5: The total capital of the Company is set as NTD 6,327,735,060 divided into 632,773,506 shares at NTD 10 per share, issued in full.
Article 6: The stock of the Company shall be divided into five categories of shares with amounts of 1 million shares, 100,000 shares, 10,000 shares, 1,000 shares, and a variable amount of shares, with each share to have the same par value.
Article 7: The Company’s stocks are all registered, signed or stamped at least three directors, and issued according to law after being stamped with the Company's official registration number.
The company's shares may be exempt from being in the form of printed stocks, but the centralized securities custodial institution must be contacted for registration.
Article 8: Shareholders should send their seal patterns to the company for recording so that they can be checked when receiving dividends, distributing dividends, and exercising shareholder rights.
Article 9: Unless otherwise provided by laws and regulations, shareholders of the Company shall handle transfers of shares and other stock affairs, and it is understood that they shall do so in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
Article 10: The loss or destruction of stocks held by shareholders shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
Article 11: Cases of shareholders who change their seals for any reason shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
Article 12: Shares cannot be transferred within 60 days before the regular shareholders meeting, 30 days before the extraordinary shareholders meeting, or within 5 days before the base date of the company's decision to distribute dividends and bonuses or other benefits.
Chapter III: Shareholders’ Meeting
Article 13: Shareholders’ meetings of the Company are divided into the following two types:
I. A general meeting that is to be convened by the Board of Directors within six months after the end of each fiscal year.
II. Interim shareholders’ meetings that shall be convened when necessary in accordance with the provisions of the Company Act.
Article 14: When convening a General Meeting of Shareholders, all shareholders shall be notified 30 days in advance. When convening an interim shareholders’ meeting, all shareholders shall be notified 15 days in advance. For shareholders who hold fewer than one thousand shares, the notice of the meeting shall be made via an announcement.
Article 15: If a shareholder cannot attend a shareholders' meeting for some reason, then, in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies announced by the competent authority, the shareholder may obtain a proxy issued by the Company that is signed or sealed with authorized scope and entrust an agent to attend.
Article 16: Unless otherwise stipulated by the Company Act, the resolutions of the shareholders' meeting of the Company shall be attended by shareholders representing more than half of the total number of issued shares, and shall be implemented with more than half of the voting rights of the shareholders present. When the number of shareholders present is fewer than number previously specified, it is understood that the relevant provisions of the Company Act shall be followed.
Article 17: Shareholders of the Company have one vote per share; however, for those who are restricted or those without voting rights under Article 179 of the Company Act, this limitation shall not apply.
Article 18: 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.
Dissemination of the meeting minutes as mentioned in the preceding paragraph may be done via public announcement.
The meeting minutes shall 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
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their results. The meeting minutes shall be retained forever during the existence of the Company. The registration book of attending shareholders and proxy attendance forms shall be kept for at least one year.
Article 19: The shareholders' meeting may review the forms and Audit Committee reports submitted by the Board of Directors and decide upon the distributions of profits and dividends.
Chapter IV: Directors
Article 20: The Company shall have between 7 and 11 directors, whose election shall adopt a candidate nomination system. They shall be elected by shareholders from the list of director candidates for a term of three years and may be re-elected.
Among the directors of the Company, the number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. Regarding independent directors' professional qualifications, shareholdings, restrictions on concurrent positions, determination of independence, method of nomination, and other matters to be complied with, they shall be handled in accordance with relevant regulations of the securities authority.
For directors' travel expenses and remuneration of the Chairman, their authorization is determined by the Board of Directors with reference to the standards of relevant peers and listed companies. Regardless of the profit and loss status of the Company, they shall be issued in accordance with general regulations.
The Company may purchase liability insurance for directors' legal liability for the scope of their business execution during their tenures.
The total number of registered shares held by all directors shall not be less than the number required by the securities authority.
Article 21: When organizing the Board of Directors, the Chairman of the Board shall be selected by a majority vote at a meeting attended by over two-thirds of the directors and approved by more than half of the directors present. The Chairman shall be elected to carry out all Company matters in accordance with the law, regulations, resolutions of shareholders' meeting, and resolutions of the Board of Directors.
Article 22: When vacancies among directors reaches one-third, the Board of Directors shall convene a by-election at a shareholders' meeting within 60 days.
Article 23: The Chairman of the Board shall be the presiding chair of the shareholders' meeting and of the Board of Directors, and shall represent the Company externally. If the Chairman asks to take leave or is unable to execute his authority for some reason, he or she may be represented by a director who is designated by the Chairman. If the Chairman does not designate such a representative, the directors will choose a representative from among themselves.
Article 24: When necessary, the Board of Directors may be convened by the Chairman or his or her representative in accordance with the law. The notice of convening can be done by written notification, e-mail, or fax.
Article 25: When the Board of Directors meets, the directors shall attend in person. However, they may be represented by other directors. Those who participate in the meeting by videoconference shall be regarded as attending in person. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting.
Article 26: Except where otherwise provided by the Company Act, the passage of a proposal at a Board of Directors meeting shall require the approval of a majority of the directors in attendance at a Board of Directors meeting that is attended by a majority of all directors.
Article 27: The following matters of the Company are subject to the approval or verification of the Board of Directors:
I. Approval of each item of regulation.
II. Preparation of the budget and final accounts.
III. Profit distribution proposals.
IV. Capital increase or decrease proposals.
V. Appointment or dismissal of managers and consultants.
VI. Buying and selling stocks of listed companies or reinvestment in stocks of unlisted companies.
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VII. Purchases equipment or disposal of assets in amounts of NTD 2 million or more.
VIII. Purchases or transfers of know-how and patent rights or of technical cooperation contracts.
IX. Appointment, dismissal, and remuneration of accountants.
X. External borrowing.
XI. Collateralization of Company property.
XII. Engaging in derivative transactions.
XIII. Annual audit planning.
XIV. Dealer or agent business.
XV. Sales to manufacturers on credit in amounts exceeding NTD 2 million.
XVI. Operational planning for the Company.
XVII. Annual financial reports and semi-annual financial reports. With the exception of semi-annual financial reports that are not required under relevant laws and regulations to be audited and attested by a certified public accountant (CPA).
XVIII. Establishing or amending the internal control system.
XIX. Formulating or amending procedures for the acquisition or disposal of assets and the processing of major financial business activities involving derivative transactions.
XX. Raising, issuing or private placement of equity securities.
XXI. Appointment and removal of financial, accounting or internal audit supervisors.
XXII. Branch establishment or closure.
XXIII. Implementation of resolutions of the shareholders' meeting and of the conferring of powers from the shareholders' meeting.
XXIV. Other powers stipulated by laws and regulations and by the competent authority.
Article 28: The Company has established an Audit Committee in accordance with the provisions of the Securities and Exchange Act. The provisions of the Company Act, Securities and Exchange Act, and other laws governing supervisors shall be applied mutatis mutandis to the Audit Committee. The Audit Committee shall be composed entirely of independent directors, and its exercise of powers and related matters shall be handled in accordance with relevant laws and regulations of the securities authority.
Article 29: Deleted.
Article 30: Deleted.
Article 31: Deleted.
Article 32: Deleted.
Article 33: The Company may set up various committees according to business needs. In selecting committee members, they shall be appointed by the Chairman after their submission to the Board of Directors for approval.
Article 33-1: If a director engages in business competition with the company, this shall be explained to the shareholders' meeting and its permission obtained in accordance with Article 209, Paragraph 1 of the Company Act.
Chapter V: Staff
Article 34: The Company shall have a General Manager who upholds the resolutions of the Board of Directors and comprehensively manages all of the Company's business. He or she shall be assisted by a number of deputy general managers.
Article 35: The Company shall have several managers who are in charge of various businesses.
Article 36: In response to its business needs, the Company may hire a number of individuals in technical, legal, accounting, and other consulting areas.
Article 37: The appointment, dismissal, and remuneration of supervisors of the Company at the managerial level and above are subject to the approval of the Board of Directors.
Article 38: Managers specified in the aforementioned clauses shall not concurrently serve as managers of other profit-making businesses, or operate similar businesses for themselves or for others, except for those approved by the Board of Directors in accordance with the law.
Article 39: The staffing of the Company is determined separately by the Board of Directors.
Article 40: The working rules of the Company shall be separately formulated by the Board of Directors.
Chapter VI: Accounting
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Article 41: The Company uses December 31 of each year as its final settlement date. After final accounts are drawn for each period, the Board of Directors shall prepare the following list and submit it to the General Meeting of Shareholders for acknowledgment in accordance with the law.
I. Business Report.
II. Financial Statements.
III. Proposals concerning profit distributions or covering of losses.
Article 42: If the Company makes a profit during the year, it shall allocate no less than 3% for employee remuneration and no more than 2% for director remuneration. However, when the Company has accumulated losses, the reserves for covering the losses shall be retained in advance.
Article 43: If there is a profit in the Company’s annual final accounts, it shall first pay taxes to make up for the accumulated losses. A 10% withdrawal is the legal reserve, but this is not the limit when the legal reserve has reached the Company’s paid-in capital. In addition, a special reserve may be allocated or transferred depending on the Company's operating needs and legal requirements. If there is a profit as well as undistributed surplus earnings at the beginning of the same period, the Board of Directors shall draft a profit distribution proposal and submit it to the shareholders' meeting for resolution.
Amid a still-growing business environment, the Company shall master the economic environment to seek sustainable operations and long-term development. Dividend policy will focus on the principle of stability. When the Board of Directors submits a profit distribution proposal, it shall consider future profitability and plans for working capital and may reserve a portion of profits at its discretion. Profit distributions shall account for 50% or more of distributable earnings; out of this, cash dividends shall not be less than 10% of the total dividend distribution for a given year.
Article 44: The distribution of the Company’s dividends and bonuses is to be based on the proportion of shares held by each shareholder.
Chapter VII: Supplementary Provisions
Article 45: Matters not covered in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 46: These Articles of Incorporation shall be passed by the Shareholders' Meeting in accordance with the law and submitted to the competent authority for approval. The same shall apply for amendments.
Article 47: These Articles of Incorporation were established on November 10, 1956. The 1st amendment was on December 18th, 1959. The 2nd amendment was on October 1st, 1966. The 3rd amendment was on March 16th, 1967. The 4th amendment was on June 4th, 1967. The 5th amendment was on June 12th, 1970. The 6th amendment was on July 4th, 1971. The 7th amendment was on June 8th, 1972. The 8th amendment was on December 19th, 1974. The 9th amendment was on November 23rd, 1975. The 10th amendment was on October 17th, 1976. The 11th amendment was on April 26th, 1978. The 12th amendment was on June 29th, 1980. The 13th amendment was on November 28th, 1983. The 14th amendment was on December 23rd, 1983. The 15th amendment was on March 15th, 1984. The 16th amendment was on April 16th, 1984. The 17th amendment was on March 30th, 1985. The 18th amendment was on October 11th, 1985. The 19th amendment was on May 20th, 1986. The 20th amendment was on May 11th, 1987. The 21st amendment was on October 5th, 1987. The 22nd amendment was on February 11th, 1988. The 23rd amendment was on May 6th, 1988. The 24th amendment was on May 5th, 1989. The 25th amendment was on May 24th, 1990. The 26th amendment was on May 30th, 1991. The 27th amendment was on May 29th, 1992. The 28th amendment was on May 18th, 1993. The 29th amendment was on May 18th, 1994. The 30th amendment was on June 14th, 1995. The 31st amendment was on June 10th, 1996. The 32nd amendment was on June 11th, 1997. The 33rd amendment was on May 20th, 1998. The 34th amendment was on June 8th, 1999. The 35th amendment was on June 13th, 2000. The 36th amendment was on June 20th, 2001. The 37th amendment was on June 19th, 2002. The 38th amendment was on June 16th, 2003. The 39th amendment was on June 13th, 2007. The 40th amendment was on June 19th, 2008. The 41st amendment was on June 9th, 2010. The 42nd amendment was on June 6th, 2012. The 43rd amendment was on June 16th, 2016. The 44th amendment was on June 30th, 2017.
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The 45th amendment was on June 17th, 2020. The 46th amendment was on June 13th, 2024. The 47th amendment was on June 18th, 2025.
Hua Eng Wire & Cable Co., Ltd. Rules for Election of Directors
Amended at the shareholders' meeting of June 19, 2002
Amended at the shareholders' meeting of June 22, 2011
Amended at the shareholders' meeting of June 16, 2016
Amended at the shareholders' meeting of June 21, 2023
Article 1: Except as otherwise provided by law and regulation or by this Corporation's Articles of Incorporation, the election of directors of the Company shall be conducted in accordance with these Procedures.
Article 2: In the election of directors of the Company (including independent directors), each share has the same voting rights as the number of persons to be elected. One person may be elected collectively, or votes may be distributed among a number of people. Independent directors and non-independent directors are to be elected together, and the number of elected positions shall be calculated separately.
In accordance with the Articles of Association of the Company, the candidate nomination system is adopted for the election of directors, and the directors are selected by the shareholders from the list of candidates.
Article 3: The board of directors shall prepare an election ballot equal to the number of directors to be elected, fill in the number of voting rights and shareholder account number, and distribute to shareholders attending shareholders' meeting. The voter's name can be represented by the shareholder account number printed on the election ballot.
Article 4: The election of directors of the Company is based on the number of positions agreed by the Board of Directors in accordance with the Company's Articles of Incorporation, and the right to vote for independent directors and non-independent directors is calculated separately. Those with more voting rights represented by the votes obtained are elected in turn. If two or more people have the same weight and exceed the prescribed quota, lots shall be drawn by those with the same number of weights. For those not attending, their lots shall be drawn by the presiding chair.
Article 5: Before the start of an election, the chair shall appoint a number of monitoring and counting personnel to perform various related tasks.
Article 6: The elector shall fill in the relevant information according to the list of candidates in the procedure handbook of the shareholders' meeting, and only one candidate shall be filled on each ballot.
If a selected candidate is a shareholder, the voting individual must fill in the name of the selected candidate in the "selected candidate" column of the ballot as well as shareholder account number. If not a shareholder, the name of the selected candidate must be filled in as well as his or her ID number. However, when an institutional shareholder is a selected candidate, the selected candidate account of the ballot should be filled in with the name of the institutional shareholder, and the name of the institutional shareholder and its representative may also be filled in. If there are several representatives, the names of the representatives should be added separately.
Article 7: A ballot will be considered invalid under one the following circumstances:
(I) Usage of ballots other than those prepared by the Company.
(II) Where blank ballots are placed in the ballot box.
(III) Where handwriting is illegible or has been altered.
(IV) The candidate filled in is not a nominated candidate or is inconsistent with the relevant information of the nominated candidate.
(V) Where other wording is included in addition to the account name (name) or shareholder account number (identity card number) of the selected candidate.
(VI) Where the name of the selected candidate is the same as that of other shareholders but the shareholder account number or ID number is not filled in for identification.
Article 8: The ballot will be issued on the spot after the voting is completed. When there is a questionable ballot, monitoring personnel shall first verify whether it is an invalid ballot. Invalid ballots should be attested and signed by the monitoring personnel.
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Article 9: After the balloting is completed, the results of the balloting shall be made into the voting rights report form, which shall be signed and sealed by monitoring personnel and reported to the presiding chair.
Article 10: The result of the balloting shall be announced by the presiding chair on the spot, or by a master of ceremonies appointed by the presiding chair. The announcement shall include including the list of elected candidates and the number of voting rights they received.
Article 11: After counting, the ballots shall be sealed and signed by the monitoring personnel and then properly kept for at least one year. However, if a shareholder institutes legal proceedings in accordance with Article 189 of the Company Act, the relevant audio or video recordings shall be retained until the legal proceedings are concluded.
Article 12: After election, a duly elected director shall submit an original copy of his or her consent form to the Company.
Article 13: Matters not stipulated in these Procedures shall in all cases be handled in accordance with the Company Act and relevant laws and regulations.
Article 14: These Procedures will be implemented after approval by the Meeting of Shareholders; the same applies to amendments.
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Hua Eng Wire & Cable Co., Ltd. Rules of Procedure for Shareholders Meetings
Adopted at the interim meeting of shareholders held on October 6, 1987
Amended at the shareholders' meeting held on June 8, 1999
Amended at the shareholders' meeting held on June 19, 2002
Amended at the shareholders' meeting on June 12, 2014
I. Shareholders' meetings of the Company shall comply with these Rules of Procedure.
II. In these Rules of Procedure, "shareholders" refer to the shareholders themselves, representatives of institutional shareholders, and proxies entrusted by shareholders to attend in accordance with the law. "Shareholders' meeting" refers to the General Meeting of Shareholders as well as interim meetings of shareholders.
III. Attending shareholders shall be requested to hand in their sign-in cards when signing in to attend the shareholders' meeting. The number of attending shares is calculated based on the handed in sign-in cards plus the number of shares exercised in writing or electronically. However, those who exercise voting rights electronically and attend the shareholders' meeting in person shall not be double counted in calculating the number of shares present.
Attendance and voting at a shareholders meeting shall be calculated based on the number of shares.
IV. Shareholders or authorized proxies are to attend the shareholders' meeting. When the Company deems it necessary, it may check supporting documents sufficient to prove the identity of an attendee.
V. When a shareholders meeting is convened by the Board of Directors, the 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 presiding chair, the Chairman shall appoint one of the directors to act as presiding chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as presiding chair.
When the shareholders' meeting is convened by a convening party other than the Board of Directors, the convener shall be the presiding chair. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
VI. The Company may appoint the designated counsel, CPAs, or other related persons to attend the meeting.
Staff handling the administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
VII. The Company shall record or videotape the entire proceedings of the shareholders' meeting and keep it for at least one year.
VIII. When the meeting time has arrived, the presiding chair shall immediately announce the meeting. However, shareholders are not present representing more than half of the total issued shares, the presiding chair may announce a postponement of the meeting. The number of postponements is limited to two, and the total postponement time shall not exceed one hour. 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 Article 175, Paragraph 1 of the Company Act.
By the end of such meeting, if number of shares represented by the attending shareholders has already constituted more than one half of the outstanding shares, the presiding chair may put the tentative resolution to the vote at the general meeting again in accordance with Article 174 of Taiwan's Company Act.
IX. When the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of the shareholders' meeting.
When the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.
The agenda set out in the previous two items shall not be declared adjourned by the presiding chair
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without a resolution before the proceedings are over (including provisional motions). However, if the presiding chair announces the adjournment of the meeting in violation of the rules of procedure, then with the approval of more than half of the voting rights of shareholders present, one person may be elected as presiding chair to continue the meeting.
X. Before speaking, an attending shareholder must specify on a speaker’s slip his/her shareholder account number, name, and main points of the intended speech. The order in which shareholders speak will be set by the presiding 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 contents of the speech do not correspond to the subject given on the speaker’s slip, the content of the speech 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 that has the floor; the chair shall stop any violations.
XI. Unless otherwise permitted by the chairman, each shareholder shall not speak more than twice concerning the same item, and each speech shall not last more than 5 minutes.
If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
XII. When a juristic person is appointed to attend as proxy, it may designate only one person 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.
XIII. After an attending shareholder has spoken, the presiding chair may respond in person or direct relevant personnel to make response.
XIV. When the presiding chair is of the opinion that a proposal has been discussed sufficiently for voting to proceed, the presiding chair may announce the closure of the discussion and call for a vote.
XV. Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, if the presiding chair undertakes a consultation and there is no objection, then the measure shall be deemed as passed and its effect shall be the same as that of voting.
XVI. When a proposal is voted on by ballot, the examiners and counting staff of votes on motions shall be appointed by the presiding chair, but the examiners should have shareholder status. Voting results shall be made known on-site immediately and recorded in writing.
XVII. During the meeting, the presiding chair may declare a break at his or her discretion.
XVIII. When there is an amendment or 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.
XIX. The presiding chair may direct proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel are present to assist in maintaining order, they shall bear an identification card or armband showing the word “Proctor.”
If a shareholder violates the Rules of Procedure and does not obey the presiding chair's instructions to correct his or her behavior, hindering the progress of the meeting and failing to comply, the presiding chair may direct the proctors or security personnel to ask him or her to leave the meeting place.
XX. Matters not specified in these Rules of Procedure shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and other relevant laws and regulations.
XXI. These Rules of Procedure shall be implemented after being approved by the shareholders meeting. The same shall hold true of amendments.
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Hua Eng Wire & Cable Co., Ltd.
The number of shares held by directors individually and collectively as recorded in the shareholder register as of the closing date of the shareholders' meeting:
| Title | Name | Appointment date | Term of office | April 19, 2025 | |
|---|---|---|---|---|---|
| Number of shares | Percentage of shareholding | ||||
| Chairman | First Copper Technology Co., Ltd. Representative: Wang Hong-Ren | 2023.06.21 | Three years | 208,569,277 | 32.96% |
| Director | Mei-Da Co., Ltd. Representative: Liu Chung-Jen | " | " | 3,936,732 | 0.62% |
| " | First Copper Technology Co., Ltd. Representative: Wang Ming-Jen | " | " | 208,569,277 | 32.96% |
| " | Mei-Da Co., Ltd. Representative: Wang Wen-Ling | " | " | 3,936,732 | 0.62% |
| Independent Director | Wu Tong-Shung | " | " | 0 | 0% |
| " | Chang Jinn-Der | " | " | 0 | 0% |
| " | Sun Chin-Feng | " | " | 0 | 0% |
| Total number of shares held by all directors | 212,506,009 | 33.58% |
Explanation:
- The Company's paid-in capital is NTD 6,327,735,060 (632,773,506 shares).
- In accordance with Article 26 of the Securities and Exchange Act and with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the legal minimum number of shares that all directors should hold is 20,248,752 shares.
- The Company has set up an Audit Committee, so there is no applicability regarding number of shares that should be held by supervisors.