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Hiroca — AGM Information 2026
May 22, 2026
51782_rns_2026-05-22_ab4de45c-c2ac-4611-8878-54210d0edbb2.pdf
AGM Information
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Hiroca Holdings Ltd.
MINUTES of 2026 Annual Shareholders’ Meeting
【Translation】
Meeting Time: 9:00 am, May 22, 2026
Place: 9F., No. 350, Songjiang Rd., Zhongshan Dist., Taipei City
(Conference Center of Importers and Exporters Association of Taipei)
Covening method: Entity Shareholders Meeting
Total shares represented by shareholders present in person or by proxy:
55,401,420 Shares.
Percentage of shares held by shareholders present in person or by proxy:
68.60 %
Present Directors: Yu, Che-Ming
Huang, Chien-Chung,
Chuang, Wu-Chuan,
Tseng, Yu-Cheng (Independent director)
Chairman: Yu, Che-Ming, Chairman of the board of directors
Recorder: Chiu, Shou-Ray
I. The Chairman called the meeting to order.
II. Chairman Adress (Omitted)
III. Reported Matters
2
- 2025 Business Report
Explanation: 2025 business report, please refer to attachment 1.
- 2025 Audit committee’s audit report
Explanation: 2025 audit committee’s audit report, please refer to attachment 2.
- 2025 Directors' Remuneration Report
Explanation:
As per Article 85(A) of the company's articles of association, the company's directors' remuneration for 2025 shall be handled, with reference to each director's participation in the company's operations, contribution value and the company's financial status, etc., to evaluate the reasonable relationship between personal performance, the company's operating performance and future risks. nature, and refer to the situation of peers, please refer to Appendix 3.
- Report on the Company's repurchase of treasury stocks:
Explanation:
On January 22, 2025 and May 15, 2025, the Board of Directors of the Company approved the repurchase of the Company's shares.
The execution of the repurchase of the Company's shares is as follows:
| Date of board resolution | 2025/1/22 | 2025/5/14 |
|---|---|---|
| Purpose of Repurchase | Transferring shares to employees | Transferring shares to employees |
| Repurchase period | 2025/1/23~2025/3/22 | 2025/5/15~2025/7/ |
| Repurchase price range | 20~38 NTD | 18~32 NTD |
| Quantity of shares to be repurchased | 1,000,000 Shares | 1,000,000 Shares |
| Number of shares repurchased | 598,000 Shares | 983,000 Shares |
| Amount of shares repurchased | 18,135,210 NTD | 24,429,357 NTD |
| Average repurchase price per share | 30.33 NTD | 24.85 NTD |
| Number of shares cancelled and transferred | 0 Shares | 0 Shares |
| Cumulative number of shares held in the company | 2,098,000 Shares | 3,081,000 Shares |
| The percentage of the total number of shares held in the company to the total number of issued shares (%) | 2.50% | 3.67% |
| Reasons for failure to complete the redemption period | In order to safeguard the interests of all shareholders and take into account the market trading mechanism, the Company adopted a phased repurchase strategy depending on the stock price changes and trading volume, so the strategy was not fully executed. |
3
- Revised the Company's "Honest Business Operation Procedures and Behavioral Guidelines":
(1) To comply with authority requirements, we propose to revise some of the provisions of our Company’s “Honest Business Operation Procedures and Behavioral Guidelines”.
(2) For a revision comparison chart, please refer to Appendix 4
IV. Acknowledged Matters
ONE
Proposed by board of directors
Proposal: 2025 final accounting books and statements, for your approval.
Explanation:
(1) The company's 2025 consolidated financial statements have been audited by independent auditors, Chen, Yi-Chun and Chiang, Xiao-Ling of KPMG, together with the business report issued by the board meeting has been audited by the company's audit committee in accordance with the law, and issued the audited report.
(2) Please refer to attachment 1 and attachment 5 for the above business report, accountant audit report, and consolidated financial statements.
(3) For your approval.
Resolution:
Approved, the voting result of this proposal had reached the standard by the law.
Voting Results:
Shares represented at the time of voting: 50,876,344 Votes.
| Voting Results* | % of the total represented share present | |
|---|---|---|
| Votes in favor | 50,674,083 | |
| (1,994,669) | 99.60 % | |
| Votes against | 44,698 (44,698) | 0.08 % |
| Votes invalid | 0 | 0 % |
| Votes abstained | 157,563 (148,561) | 0.30 % |
- including votes casted electronically and e-meeting (numbers in brackets)
TWO
Proposed by board of directors
Proposal: 2025 earnings distribution proposal, for your approval.
Explanation:
(1) The company's net loss after tax in 2025 is NT$182,255,751. After adding the net loss after tax for the current period, a special surplus reserve of NT$90,695,629 is set aside from the previous period's surplus. Plus the undistributed surplus at the beginning of the period is NT$ 1,739,108,370 the accumulated undistributed surplus is NT$ 1,647,548,248, allocation shall be conducted as follows:
1) Common stock cash dividend of NT$0.30 per share, totaling NT$25,152,000, the balance of retained earnings after distribution is NT$ 1,622,396,248.
2) Cash dividend released to each shareholder is calculated to the dollar (round up to the dollar). The total amount of payments less than one dollar, the chairman of the board of directors is authorized to contact a specific person for adjustment. After the cash dividend is approved by the shareholders' meeting, it is proposed to authorize the board of directors to set the dividend distribution base date.
3) If there is a change in the number of outstanding shares of the company in the future, and the dividend rate of shareholders changes accordingly, the chairman of the board of directors is authorized to handle the change.
(2) Please refer to attachment 6 for the earnings distribution statement for 2025.
(3) For your approval
Resolution:
Approved, the voting result of this proposal had reached the standard by the law.
Voting Results:
Shares represented at the time of voting: 50,876,344 Votes.
| Voting Results* | % of the total represented share present | |
|---|---|---|
| Votes in favor | 50,206,080 | |
| (1,526,666) | 98.68 % | |
| Votes against | 596,745 (596,745) | 1.17 % |
| Votes invalid | 0 | 0 % |
| Votes abstained | 73,519 (64,517) | 0.14 % |
- including votes casted electronically and e-meeting (numbers in brackets)
THREE
Proposed by board of directors
Proposal: Revised the Company's " Procedures for acquiring or disposing of assets ".
(1) To comply with authority requirements, some articles of the Procedures for acquiring or disposing of assets are proposed to be revised
(2) Please refer to attachment 7 for the comparison table before and after the amendments
Resolution:
Approved, the voting result of this proposal had reached the standard by the law.
5
Voting Results:
Shares represented at the time of voting: 50,876,344 Votes.
| Voting Results* | % of the total represented share present | |
|---|---|---|
| Votes in favor | 50,756,045 | |
| (2,076,631) | 99.76 % | |
| Votes against | 44,795 (44,795) | 0.08 % |
| Votes invalid | 0 | 0 % |
| Votes abstained | 75,504 | |
| (66,502) | 0.14 % |
- including votes casted electronically and e-meeting (numbers in brackets)
V. Discussions and Election of the Directors
None
VI. Extemporary Motions
After the chairman consulted all shareholders present, no temporary motion was put forward.
VII. Adjournment
There were no questions from shareholders at this shareholders' meeting.
※The minutes of this shareholder meeting only set out the gist of the meeting, and only the results of the proposals; the content, procedures and shareholder speeches of the meeting are still subject to the audio and video of the meeting.
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