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HO TUNG — AGM Information 2026
Apr 24, 2026
51897_rns_2026-04-24_83709208-4ef8-4c9c-a27d-d55d76168b76.pdf
AGM Information
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Stock Code: 1714

Ho Tung Chemical Corporation
2026 Annual General Shareholders' Meeting
Meeting Handbook
Meeting Date: May 27, 2026
Venue: 1F., No. 6, Sec. 1, Jung-Shing Rd. Wugu Dist., New Taipei City
Table of Contents
Page Number
Chapter I Meeting Procedure ... 1
Chapter II Meeting Agenda ... 2
I. Report Items ... 3
II. Ratification Items ... 4
III. Election Item ... 5
IV. Other Proposal ... 9
V. Extemporary Motions ... 11
Chapter III Attachments
I. 2025 Business Report ... 12
II. 2025 Audit Committee’s Audit Report ... 14
III. 2025 Financial Report ... 15
IV. 2025 Earnings Distribution Table ... 45
Chapter IV Appendices
I. Rules Governing Procedure for Shareholders’ Meetings ... 46
II. Articles of Incorporation ... 53
III. Director Election Procedures ... 61
IV. Shareholdings of The Directors ... 63
Ho Tung Chemical Corporation
Procedure of 2026 Annual General Shareholders' Meeting
- Call the Meeting to Order
- Chairman's Remarks
- Report Items
- Ratification Items
- Election Item
- Other Proposal
- Extemporary Motions
- Adjournment
2
Ho Tung Chemical Corporation
Agenda of 2026 Annual General Shareholders' Meeting
Time: 9:00 AM on Wednesday, May 27, 2026
Venue of Meeting: 1F., No. 6, Sec. 1, Jung-Shing Rd., Wugu Dist., New Taipei City
Meeting Type: Physical Shareholders' Meeting
Attending Shareholders: All shareholders and representatives of equity holders
Chairman: Li-Chiu Chang
I. Call the Meeting to Order
II. Chairman's Remarks
III. Report Items
- Business Report of 2025
- Audit Committee’s Review Report of 2025
- The Employees’ and Directors’ Remuneration of 2025
IV. Ratification Items
- To Ratify 2025 Business Report and Financial Statements
- To Ratify 2025 Earnings Distribution
V. Election Item
- To Elect Directors
VI. Other Proposal
- Proposal for Lifting Non-competition Restrictions for Newly Elected Directors
VII. Extemporary Motions
VIII. Adjournment
3
Reported Items
Item 1 Business Report of 2025, Submitted for Review
Note: The 2025 Business Report please refer to Attachment I on page 12 of this manual.
Item 2 Audit Committee’s Review Report of 2025, Submitted for Review
Note: Please refer to the Audit Committee’s audit report in Attachment II on page 14 of this manual
Item 3 The Employees’ and Directors’ Remuneration of 2025, Submitted for Review
Note:
- Handled in accordance with Article 29 of the Company's Articles of Incorporation.
- The employees’ and directors’ compensation for 2025 has been approved by the company's Remuneration Committee and Board of Directors to be distributed in cash, amounting to TWD10,447,456 and TWD5,223,728, respectively.
4
Ratification Items
Item 1 To Ratify 2025 Business Report and Financial Statements (Proposed by the Board)
Note:
-
The Company's individual and consolidated financial reports for the year 2025 have been audited by CPAs Ming-Chuan Hsu and Chin-Lien Huang of PwC Taiwan, who have issued unqualified audit reports. The 2025 business report has been submitted to the Company's Board of Directors for approval and forwarded to the Audit Committee for review. The Audit Committee found no discrepancies and has presented the audit reports accordingly.
-
Please refer to Attachment I on page 12 and Attachment III on page 15-44 of this manual for the 2025 Business Report and the aforementioned financial statements.
-
Respectfully submitted for acknowledgment.
Resolution:
Item 2 To Ratify 2025 Earning Distribution (Proposed by the Board)
Note:
- The distribution of the 2025 Earnings Statement (please refer to Attachment IV on page 45 of this manual) has been approved by our company's Board of Directors and reviewed by the Audit Committee, with their audit report filed. Respectfully submitted for acknowledgment.
Resolution:
Election Item
Item 1 To Elect Directors (Proposed by the Board of Directors)
Notes:
- The Company’s current directors’ term of office will be expired on 20 June 2026. All of the directors will be re-elected at the annual shareholders’ meeting this year.
- In accordance with Article 192-1 of the Company Act and Article 20 of the Company's Articles of Incorporation, the election of directors shall subject to the candidate nomination system where a total of 9 director (including 3 independent directors) will be elected. The term for the newly elected directors will be three years, starting from 27 May 2026 to 26 May 2029.
- The list of candidates for directors and independent directors have been approved by the 15nd board meeting of the 15th Board of Directors. The summary and related information for the Candidates is shown as below:
| Name | Shareholding (Share) | Education | Major Experience | Current Position |
|---|---|---|---|---|
| Representative of Hung I Investment Co., Ltd.: Li Chiu Chang | 101,690,169 | Master of NCCU Department of Insurance | ★Bureau of Taipei, Ministry of Finance Audit Section Chief | |
| ★Securities and Futures Commission, Ministry of Finance Team Leader | ||||
| ★Chairman of Yuanta Securities Finance | ||||
| ★General Manager of Yuanta Securities | ||||
| ★Independent Director of T3EX Global Holdings | ||||
| ★Independent Director of Tanvex BioPharma, Inc. | ★Chairman of Ho Tung Chemical corp. | |||
| ★Chairman of Panion & Biotech Inc. | ||||
| ★Chairman of Sun Ten International Investment Co., Ltd | ||||
| ★Chairman of Sun Ten Pharmaceutical Co., Ltd | ||||
| ★Chairman of Herbiotek Co., Ltd | ||||
| ★Chairman of Cheng Fong Chemical Co., Ltd | ||||
| ★Chairman of ESG Agritech Limited Company | ||||
| ★Chairman of YH Bio Co., Ltd |
| Name | Shareholding (Share) | Education | Major Experience | Current Position |
|---|---|---|---|---|
| ★Independent director of ACME Electronics Corporation | ★Chairman of Viarich Biotechnology co., Ltd. | |||
| ★Director of Triknight Capital Co., | ||||
| ★Director of AMS BioteQ | ||||
| ★Director of Fiber Optic Communications, Inc. | ||||
| ★Director of Formosan Union Chemical Corp. | ||||
| ★Director of Repurgenesis Co., Ltd. | ||||
| ★Independent Director of Asia Polymer Corp. | ||||
| ★Independent Director of Compal Inc. | ||||
| ★Independent Director of Hopax Chemical Industrial Co., Ltd | ||||
| Representative of Hung I Investment Co., Ltd.: Yi-Shyon Chen | National Taiwan University Agricultural Chemistry, Doctor in Chemistry and Biochemistry, Kent State University | ★Chief Scientist, Genome Department, PE Celera, USA, | ||
| ★Senior Research Fellow, Genentech, USA | ★Chairman of Vita Genomics Inc., | |||
| ★General Manger of YH Bio Co., Ltd. | ||||
| ★Director of Ho Tung Chemical Co., Ltd | ||||
| Representative of Hung I Investment Co., Ltd.: Wei-Yu Chen | M.B.A. (Master of Business Administration), University of California, Berkeley | ★Director of Ho Tung Chemical Corp. | ★Chairman of Global Venture Capital Co., Ltd. | |
| ★Chairman of Hsin Tay Petroleum co., Ltd | ||||
| ★Chairman of Zhisheng (Huizhou) Petrochemicals Corp. Ltd. |
6
| Name | Shareholding (Share) | Education | Major Experience | Current Position |
|---|---|---|---|---|
| ★Vice President of Guangzhou Lizhi Chemical Co., Ltd. | ||||
| ★Director of Ho Tung Cement Co., Ltd. | ||||
| ★Supervisor of Chenergy Corp. | ||||
| Representative of Hung I Investment Co., Ltd.: Li Ling Chu | National Chengchi University Department Of Law Financial Law | ★Legal Manger of Zhendao Law firm | ||
| ★Chairman of Baogu International Co., Ltd | ★Legal Manger of Zhendao Law firm | |||
| ★Chairman of Baogu International Co., Ltd | ||||
| Yi Ru Chen | 4,422,697 | Master of Animal Science and Master of Applied Economics & Management, Cornell University, USA | ★Chairman of Bing Rung Co., Ltd. | |
| ★Chairman of Royal Accord Co., Ltd., | ||||
| ★Chairman of Ji Qiang Co., Ltd., | ||||
| ★Director and General Manager of Ho Tung Chemical Corp., | ||||
| ★General Manager of Chenergy Co., Ltd. | ★Chairman of Bing Rung Co., Ltd., | |||
| ★Chairman of Royal Accord Co., Ltd., | ||||
| ★Chairman of Ji Qiang Co., Ltd., | ||||
| ★Director and General Manager o Ho Tung Chemical Co., Ltd | ||||
| ★General Manager of Chenergy Global Corp. | ||||
| Kuo-Jung Shih | 0 | M.B.A., Rutgers University, USA | ★Assistant Vice President of Prudential Financial Inc., | |
| ★Senior Vice President of Capital Securities Corp., | ||||
| ★Supervisor of Tung Bao Corp., | ||||
| ★Chairman of Chenergy Co., Ltd. | ★Director of Ho Tung Chemical Co., Ltd | |||
| ★Supervisor of Tung Bao Co., Ltd | ||||
| ★Chairman of Chenergy Global Corp. | ||||
| Tzu-Ming Wang | 0 | Bachelor of Feng Chia University Department of Public Finance | ★Director of Mega Funds | |
| ★Deputy Director-General of National Taxation Bureau of Taipei, Ministry of Finance | ||||
| ★Section Chief of National Taxation Bureau of Taipei, | ★Independent Director of Fiber Optic Communications, Inc. |
Other Proposal
Item 1 To waive non-competition restriction for directors
(Proposed by the Board of Directors)
Notes:
-
In accordance with Article 209 of the Company Law, a director acts for himself/herself or for others within the business scope of the Company, he/she shall explain the major content of the act to the shareholders’ meeting for approval.
-
According to the ruling (No. 89206938) dated 24 April 2000 issued by the Ministry of Economic Affairs, in the circumstances a corporate shareholder appoints a representative to be elected as a director in accordance with Article 27-2 of the Company Act, both the designated director and the corporate shareholder shall subject to the non-competition restrictions in order to comply with Article 209 of the Company Act.
-
Positions concurrently taken by the newly elected directors and their represented corporate shareholders at the 2026 annual shareholders' meeting, which are the same as or similar to the business scope of the Company are demonstrated in the Appendix hereto. On the basis maintaining the benefits of the Company harmless, it is proposed to the annual shareholders' meeting to approve waiving the non-competition restrictions for the directors under Article 209 of the Company Act after he/she takes office.
| Name | Current Adjunct Positions |
|---|---|
| Li Chiu Chang | ★Chairman of Ho Tung Chemical corp. |
| ★Chairman of Panion & Biotech Inc. | |
| ★Chairman of Sun Ten International Investment Co., Ltd | |
| ★Chairman of Sun Ten Pharmaceutical Co., Ltd | |
| ★Chairman of Herbiotek Co., Ltd | |
| ★Chairman of Cheng Fong Chemical Co., Ltd | |
| ★Chairman of ESG Agritech Limited Company | |
| ★Chairman of YH Bio Co., Ltd |
| Name | Current Adjunct Positions |
|---|---|
| ★Chairman of Viarich Biotechnology co., Ltd. ★Director of Triknight Capital Co., ★Director of AMS BioteQ ★Director of Fiber Optic Communications, Inc. ★Director of Formosan Union Chemical Corp. ★Director of Repurgenesis Co., Ltd. ★Independent Director of Asia Polymer Corp. ★Independent Director of Compal Inc. ★Independent Director of Hopax Chemical Industrial Co., Ltd | |
| Yi-Shyon Chen | ★Juridical person as Chairman of Vita Investment Co., Ltd |
| Wei-Yu Chen | ★Chairman of Hsin Tay Petroleum co., Ltd ★Chairman of Wmk Insurance Brokers Ltd ★Vice President of Guangzhou Lizhi Chemical Co., Ltd. ★Chairman of Zhisheng (Huizhou) Petrochemicals Corp. Ltd. ★Director of Ho Tung Cement Co., Ltd ★Director of Tung Bao Co., Ltd ★Director of Jiangsu Jintung Chemical Corp., Ltd., ★Director of Jiangsu Jintung Surfactant Corp., Ltd., ★Director of Nanjing He Sheng Pao New Energy Technology Co., Ltd., ★Supervisor of Chenergy Global Corp. ★Supervisor of Hua Chung Co., Ltd., |
| Li Ling Chu | ★Chairman of Baogu International Co., Ltd |
| Yi Ru Chen | ★Chairman of Royal Accord Co., Ltd., ★Chairman of Beijing TungSheng Tai Trade Co., Ltd. ★Vice President of Xiamen Jintung Synthetic Detergent Co., Ltd ★General Manger of Chenergy Global Corp. ★Vice President of Jintung Petrochemical Corp., Ltd ★Vice President of Sichuan Jingtung Fine Chemical Corp., Ltd. ★Vice President of Anhui Jintung Fine Chemical Corp., Ltd. ★Vice President of Jiangsu Jintung Corp., Ltd ★Vice President Jiangsu Jintung Surfactant Corp., Ltd ★Director of Nanjing He Sheng Pao New Energy Technology Co., Ltd ★Director of Hsin Tay (Shanghai) Ltd. ★Director of Guangzhou Lizhi Chemical Co., Ltd ★Director of Zhisheng (Huizhou) Petrochemicals Corp. Ltd. ★Director of Tianjin Tianzhi Fine Chemical Co., Ltd. ★Director of Hsin Tay Petroleum Co.,Ltd. ★Supervisor of Ho Tung Cement Co., Ltd. |
| Name | Current Adjunct Positions |
|---|---|
| Ko-Shun Wang | ★Chairman and General Manager of HoneyBear Biosciences, Inc |
| ★Chairman of Pythia Biotech Ltd. | |
| ★Chairman of Huan Hao Sustainability Technology Co. Ltd., | |
| Kuo-Jung Shih | ★Chairman of Chenergy Global Corp. |
| ★Supervisor of Tung Bao Co., Ltd |
Extemporary Motions
Adjournment
11
[Attachment I]
Ho Tung Chemical Corporation
2025 Business Report
2025 Review
United States wants to remodel the restructuring of regional trade patterns by implement reciprocal tariffs which cause the financial market volatility in the past year. Other hand it is good for AI’ technology’s develop. Even the unstable situation is still going on, but the global economic is still growing. The supply is higher than demand、domestic demand recovery lacks momentum and the rise of trade protectionism、the industry is mired in a structural slump. Under all of these difficult situation, our company is try to balance between the prices of the raw materials and the selling, and to keep the market’s stagey flexible. Through the collective efforts of all employees, the company's consolidated net operating revenue for 2025 was TWD24 billion, an increase of TWD3.4 billion from the previous year. The consolidated net profit after tax for 2025 was TWD490 million, an increase of TWD70 million from the previous year.
2026 Outlook
Overlook at 2026, the modest growth is expected, even though the macroeconomic environment is effected by geopolitical risk and United States’ tariffs, but as the inflation is slow down and the creation of AI’s technology is keeping go. Recommendations of the Central Committee of the Communist Party of China for Formulating the 15th Five-Year Plan, the core industry pillar of petrochemistry is going to grow stable and optimize the structural instead of expending the production which should relieve the pressure of involution. Our company is a surfactant industry and the demanding is grow stabilized. We will keep informed on China’s production’s expend and strategies. At the same time our company is going to make sure the supply is enough by resource allocation from global market and China’s market.
[Attachment I]
We will also evaluate strategic collaborations with industry peers to lower the cost of production and to face the competition.
The company's development strategy of ESG, there are four principles Management, Efficiency, Creativity, Breakthrough and also rooted in Taiwan, based in China, laying out globally. We maintain strong collaborative relationships with key partners such as customers and suppliers to enhance production efficiency, optimize products, and reduce production losses. We build up a strong strategy and structure that can withstand external environmental changes and the corporate sustainability is our goal, while prioritizing environmental protection and friendliness.
Chairman: Li-Chiu Chang Manager: Yi-Ju Chen Accounting Supervisor: Hui-Yen Lin
[Attachment II]
Ho Tung Chemical Corporation
Audit Committee’s Review Report
The Board of Directors has submitted the 2025 Business Report, Financial Statements, and Profit Distribution Proposal. The Financial Statements have been audited and verified by PricewaterhouseCoopers Taiwan, which has issued an audit report. The Audit Committee has reviewed the aforementioned Business Report, Financial Statements, and Profit Distribution Proposal and found no discrepancies. This report is submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review and approval.
Sincerely submitted to
The 2026 Annual General Meeting of Shareholders
Ho Tung Chemical Corporation
Convener of the Audit Committee:

March 11, 2026
[Attachment II]
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Financial Statements and Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
(Stock Code: 1714)
Company Address: No. 1, Zhugong 2nd Lane, Renwu District,
Kaohsiung City, Taiwan (R.O.C.)
Telephone: (02) 8976-9268
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~16~
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Financial Statements and Independent Auditors’ Report for
the Years Ended December 31, 2025 and 2024
Table of Contents
| Item | Page | |
|---|---|---|
| I. | Cover Page | 1 |
| II. | Table of Contents | 2 |
| III. | Declaration | 3 |
| IV. | Independent Auditors’ Report | 4-9 |
| V. | Consolidated Balance Sheets | 10-11 |
| VI. | Consolidated Statements of Comprehensive Income | 12-13 |
| VII. | Consolidated Statements of Changes in Equity | 14 |
| VIII. | Consolidated Statements of Cash Flows | 15-16 |
~17~
Ho Tung Chemical Corporation
Declaration of Consolidated Financial Statements of Affiliates
In 2025 (from January 1, 2025 to December 31, 2025), the companies required to be included in the consolidated financial statements of affiliates under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are all the same as companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in the International Financial Reporting Standards (IFRS) 10, and relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. The Company hereby produces this declaration to the effect that no preparation for the separate consolidated financial statements of affiliates is required.
Sincerely,
Ho Tung Chemical Corp. and Subsidiaries
Chairman: Chang Li-Chiu
March 11, 2026
Independent Auditors' Report
(2026) Financial Audit Report No. 25005454
To the Board of Directors of Ho Tung Chemical Corp.:
Opinions
We have audited the accompanying consolidated balance sheets of Ho Tung Chemical Corp. and its subsidiaries (hereinafter referred to as "the Group") as of December 31, 2025, and 2024, and the related consolidated statements of comprehensive income, and consolidated statements of changes in equity and of cash flows for the years ended December 31, 2025, and 2024, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of the other independent auditors, as described in the other matters section of our report, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025, and 2024, and its financial performance and its cash flows for the years ended December 31, 2025, and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters refer to matters that, in our professional judgment, were of most significance in our audit of the consolidated 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, we do not provide a separate opinion on these matters.
Key audit matters for the consolidated financial statements of the Group for the year ended December 31, 2025, are stated as follows:
~19~
The correctness of timing of revenue recognition
Description
For accounting policies pertaining to recognition of operating revenue, please refer to Note IV (XXX) of the consolidated financial report. For explanations of accounting items, please refer to Note VI (XXVI) of the consolidated financial report.
The Group is primarily engaged in the sale of chemical-related products and recognizes revenue upon the transfer of control of the promised goods to the purchaser, specifically at the time of delivery. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. As transaction amount is enormous, revenue from sales of goods serves as the main indicator of determining whether the operating and financial goals and investors' expectations are met, and there might be inaccurate timing of revenue recognition shortly before or after the balance sheet date, the accurate timing of recognition of revenue from the Group is identified as a key audit matter.
How the matter was addressed in our audit
Our response to the aforementioned key audit items is summarized as follows:
- Review sales contracts and orders to confirm that revenue recognition is consistent with the terms of the contract and the associated transaction conditions.
- Analyze the sales fluctuations of each product to comprehend and validate the nature of significant changes.
- Sample and review revenue from sales of the relevant periods preceding and following the financial statements, by verifying the contents of transaction agreements, trade terms, and associated supporting documents to ensure that revenue were recognized in the appropriate periods.
Fair Value Measurement of Stocks for Unlisted (Over-The-Counter) Companies without Active Markets
Description
Regarding the accounting policies of stocks for unlisted (OTC) companies without active markets, please refer to Note IV (VIII) of the consolidated financial report. For uncertainties related to accounting estimates and assumptions regarding fair value measurement, please refer to Note V (II) of the consolidated financial report. For an explanation of the fair value of financial assets, please refer to Note XII (IV) of the consolidated financial report.
The stocks of unlisted (OTC) companies without active market held by the Group are listed as financial assets measured at fair value through other comprehensive income, and the changes in fair value on the measurement date are listed as other comprehensive income.
We believe that the estimation of the aforementioned fair value depends on the subjective judgment of the management and involves many assumptions and estimates with high uncertainty. Therefore, the fair value measurement of the stocks of unlisted companies without an active market is one of the most important items in this year's review.
How the matter was addressed in our audit
Our response to the aforementioned key audit items is summarized as follows:
- Understand and evaluate the relevant policies and evaluation processes of the Group for the fair value measurement of unlisted company stocks without active market.
- The measurement methods used by management for evaluation are generally adopted and appropriate in the industry and its market environment.
- Obtained the evaluation report from the expert, and implemented the following procedures:
(1) Check the setting of input values and calculation formulas used in the evaluation model and review relevant information and supporting documents for the relevance and reliability of relevant data sources.
(2) Evaluate the sensitivity analysis performed by management on assumptions and inputs to confirm that management has appropriately addressed the effects of uncertainty in its estimates.
Other matters - Reference to audits conducted by other independent auditors
We did not audit the financial statements of certain subsidiaries included in the consolidated financial statements of the Group. The financial statements of these subsidiaries were audited by other independent auditors. Thus, opinions expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and information disclosed in Note XIII relating to these subsidiaries, are based solely on the reports of other independent auditors. As of December 31, 2025, and December 31, 2024, the total assets of these subsidiaries were NT$3,262,202 thousand and NT$3,205,481 thousand, respectively, accounting for 13.05% and 13.60% of the consolidated total assets. For the years ended December 31, 2025, and December 31, 2024, the net operating revenue of these subsidiaries was NT$1,416,257 thousand and NT$1,472,271 thousand, respectively, accounting for 5.90% and 7.14% of the consolidated net operating revenue. In addition, investments accounted for using the equity method by the Group were valued and disclosed based on the financial statements audited by other independent auditors engaged by the respective investee companies. As of December 31, 2025, and December 31, 2024, the investment balances were NT$313,371 thousand and NT$317,637 thousand, respectively, accounting for 1.25% and 1.35% of the consolidated total assets. For the years ended December 31, 2025, and December 31, 2024, the comprehensive income of these investees was NT$7,588 thousand and NT$13,167 thousand, respectively, constituting 0.90% and 1.18% of the consolidated comprehensive income.
Other Matters – Parent Company Only Financial Statements
The Group has prepared the parent company only financial statements for 2025 and 2024. These statements have been audited by us, who has issued an unqualified opinion along with an additional matters paragraph in the audit report for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
To ensure that the consolidated financial statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed and put into effect by the FSC, and for preparing and maintaining necessary internal control procedures pertaining to the consolidated financial statements.
In preparing the consolidated financial statements, the management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The governing body, including the Audit Committee, are responsible for overseeing the financial reporting process of the Group.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatements, 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements may arise from frauds or errors. If it could be reasonably anticipated that the misstated individual amounts or aggregated sums could have influence on the economic decisions made by the users of the consolidated financial statements, they will be deemed as material.
As part of the audit in accordance with the auditing standards of the Republic of China, we exercised professional judgment and maintained professional skepticism throughout the audit. We also:
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Identify and evaluate the risk of material misstatements due to fraud or error in the consolidated financial statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for their audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Group.
-
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to operate 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 circumstances may cause the Group to cease to continue as a going concern.
-
Evaluate the overall expression, structure and contents of the consolidated financial statements (including relevant Notes), and whether the consolidated financial statements fairly present relevant transactions and items.
-
To obtain sufficient and appropriate audit evidence regarding the financial information of the individual entities within the Group, in order to express an opinion on the consolidated 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 the governing body 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 governing body with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with the governing body, we determined matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, 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.
PwC
Hsu, Ming-Chuan
CPA
Huang, Jing-Lian
Financial Supervisory Commission Approval Certificate No.: Financial Supervisory Commission Certificate Review No. 1050029449
Financial Supervisory Commission Certificate Review No. 1100348083
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
Unit: NT$ thousands
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | VI (I) | $ 6,380,349 | 26 | $ 6,310,968 | 27 |
| 1110 | Financial assets at fair value through profit or loss - current | VI (II) | 554 | - | 545 | - |
| 1136 | Financial assets at amortized cost - current | VI (I) (IV) & VIII | 2,727,637 | 11 | 2,004,197 | 8 |
| 1150 | Notes receivable, net | VI (V) & VIII | 272,809 | 1 | 174,809 | 1 |
| 1170 | Accounts receivable, net | VI (V) | 3,448,379 | 14 | 2,963,794 | 13 |
| 1180 | Accounts receivable - related parties, net | VII | 4,274 | - | 369 | - |
| 1200 | Other receivables | 115,123 | - | 137,784 | 1 | |
| 1210 | Other receivables - related parties | VII | 5 | - | 5 | - |
| 130X | Inventories | VI (VI) | 3,133,286 | 13 | 2,657,718 | 11 |
| 1410 | Prepayments | VI (VII) & VII | 604,611 | 2 | 456,154 | 2 |
| 1460 | Net non-current assets held for sale | VI (XVI) | 70,191 | - | - | - |
| 1470 | Other current assets | 2,140 | - | 29,233 | - | |
| 11XX | Total current assets | 16,759,358 | 67 | 14,735,576 | 63 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | VI (III) | 1,118,021 | 5 | 1,433,951 | 6 |
| 1535 | Financial assets at amortized cost - non-current | VI (I) (IV) & VIII | 53,410 | - | 50,398 | - |
| 1550 | Investment accounted for using equity method | VI (VIII) | 325,212 | 1 | 329,537 | 2 |
| 1600 | Property, plant and equipment | VI (IX), VII, & VIII | 4,523,209 | 18 | 4,797,156 | 20 |
| 1755 | Right-of-use assets | VI (X) | 1,356,902 | 6 | 1,444,649 | 6 |
| 1760 | Investment properties | VI (XII) | 101,391 | - | 101,596 | 1 |
| 1780 | Intangible assets | VI (XIII) | 294,527 | 1 | 316,151 | 1 |
| 1840 | Deferred income tax assets | VI (XXXIV) | 423,650 | 2 | 321,196 | 1 |
| 1900 | Other non-current assets | VI (XIV) (XXI) | 43,351 | - | 39,990 | - |
| 15XX | Total non-current assets | 8,239,673 | 33 | 8,834,624 | 37 | |
| 1XXX | Total assets | $ 24,999,031 | 100 | $ 23,570,200 | 100 |
(Continued on next page)
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
Unit: NT$ thousands
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term loans | VI (XVII) & VIII | $ 960,494 | 4 | $ 596,892 | 3 |
| 2130 | Contract liabilities - current | VI (XXVI) | 309,708 | 1 | 280,552 | 1 |
| 2150 | Notes payable | 93,538 | 1 | 55,186 | - | |
| 2170 | Accounts payable | 2,329,505 | 9 | 1,390,956 | 6 | |
| 2180 | Accounts payable - related parties | VII | 4,053 | - | - | - |
| 2200 | Other payables | VI (XVIII) | 741,476 | 3 | 877,665 | 4 |
| 2220 | Other payables - related parties | VII | 884 | - | 21,066 | - |
| 2230 | Current income tax liabilities | 289,566 | 1 | 173,273 | 1 | |
| 2280 | Lease liabilities - current | 38,670 | - | 38,350 | - | |
| 2320 | Long-term liabilities due within one year or one operating cycle | VI (XIX) & VIII | ||||
| 2399 | Other current liabilities - others | IV (III), VI (XX) (XXX) | 190,920 | 1 | 70,640 | - |
| 21XX | Total current liabilities | 210,315 | 1 | 314,002 | 1 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | VI (XIX) & VIII | 1,328,510 | 5 | 1,519,070 | 6 |
| 2570 | Deferred income tax liabilities | VI (XXXIV) | 50,819 | - | 50,679 | - |
| 2580 | Lease liabilities - non-current | 560,487 | 2 | 598,915 | 3 | |
| 2600 | Other non-current liabilities | 637,161 | 3 | 654,300 | 3 | |
| 25XX | Total non-current liabilities | 2,576,977 | 10 | 2,822,964 | 12 | |
| 2XXX | Total liabilities | 7,746,106 | 31 | 6,641,546 | 28 | |
| Equity | ||||||
| Equity attributable to owners of the parent | ||||||
| Capital | VI (XXII) | |||||
| 3110 | Capital stock - common shares | 9,918,248 | 40 | 10,168,248 | 43 | |
| Capital surplus | VI (XXIII) | |||||
| 3200 | Capital surplus | 121,347 | - | 78,566 | - | |
| Retained earnings | VI (XXIV) | |||||
| 3310 | Legal reserve | 1,011,235 | 4 | 970,201 | 4 | |
| 3320 | Special reserve | 915,251 | 4 | 1,151,882 | 5 | |
| 3350 | Unappropriated earnings | 1,607,350 | 6 | 1,120,741 | 5 | |
| Other equities | VI (XXV) | |||||
| 3400 | Other equities | ( 1,303,247) | ( 5) | ( 915,251) | ( 4) | |
| 3500 | Treasury stock | VI (XXII) | ( 78,973) | - | ( 78,973) | - |
| 31XX | Equity attributable to owners of parent company | 12,191,211 | 49 | 12,495,414 | 53 | |
| 36XX | Non-controlling interests | IV (III) | 5,061,714 | 20 | 4,433,240 | 19 |
| 3XXX | Total equity | 17,252,925 | 69 | 16,928,654 | 72 | |
| Significant contingent liabilities and unrecognized contract commitments | IX | |||||
| Significant Events after the Balance Sheet Date | XI | |||||
| 3X2X | Total liabilities and equity | $ 24,999,031 | 100 | $ 23,570,200 | 100 |
The attached notes to the consolidated financial statements are part of the consolidated financial report and should be read together.
Chairman: Li-Chiu Chang
Manager: Yi-Ju Chen
Accounting supervisor: Hui-Yen Lin
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
(Except the unit of earnings per share is NT$)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | VI (XXVI) & VII | $ 24,021,497 | 100 | $ 20,619,248 | 100 |
| 5000 | Operating costs | VI (VI) (XXVII) (XXXII), (XXXIII), & VII | ( 21,515,500) | ( 90) | ( 18,699,696) | ( 91) |
| 5900 | Gross profit | 2,505,997 | 10 | 1,919,552 | 9 | |
| Operating expenses | VI (XXXII) (XXXIII) | |||||
| 6100 | Selling and marketing expenses | ( 464,225) | ( 2) | ( 553,420) | ( 3) | |
| 6200 | General and administrative expenses | ( 705,441) | ( 3) | ( 616,362) | ( 3) | |
| 6300 | Research and development expenses | ( 78,469) | - | ( 73,829) | - | |
| 6450 | Expected credit impairment (losses) gains | XXII (III) | ||||
| ( 390) | - | 233,799 | 1 | |||
| 6000 | Total operating expenses | ( 1,248,525) | ( 5) | ( 1,009,812) | ( 5) | |
| 6900 | Operating profit | 1,257,472 | 5 | 909,740 | 4 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | VI (IV) (XXVIII) | 171,940 | 1 | 210,375 | 1 |
| 7010 | Other income | VI (XXIX) & VII | 570,409 | 2 | 112,505 | 1 |
| 7020 | Other gains and losses | VI (II) (VII) (XXX) | ( 314,682) | ( 1) | ( 105,630) | ( 1) |
| 7050 | Finance costs | VI (X) (XVII) (XXXI) | ( 77,942) | - | ( 79,951) | - |
| 7060 | Share of profit or loss of associates and joint ventures accounted for using the equity method | VI (VIII) | ||||
| 8,245 | - | 13,312 | - | |||
| 7000 | Total non-operating income and expenses | 357,970 | 2 | 150,611 | 1 | |
| 7900 | Profit before tax | 1,615,442 | 7 | 1,060,351 | 5 | |
| 7950 | Income tax expenses | VI (XXXIV) | ( 415,447) | ( 2) | ( 343,284) | ( 2) |
| 8200 | Net profit | $ 1,199,995 | 5 | $ 717,067 | 3 |
(Continued on next page)
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
(Except the unit of earnings per share is NT$)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Other comprehensive income | ||||||
| Items that will not be reclassified to profit or loss | ||||||
| 8311 | Remeasurement of defined benefit plans | VI (XXI) | $ 5,207 | - | $ 6,535 | - |
| 8316 | Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income | VI (III) (XXV) | ( 298,031) | ( 1) | ( 229,717) | ( 1) |
| 8349 | Income tax related to components that will not be reclassified to profit or loss | VI (XXXIV) | ( 875) | - | ( 1,150) | - |
| 8310 | Total amount of items that will not be reclassified to profit or loss | ( 293,699) | ( 1) | ( 224,332) | ( 1) | |
| Items that may be reclassified subsequently to profit or loss | ||||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | VI (XXV) | ( 64,135) | - | 626,559 | 3 |
| 8370 | Shares of other comprehensive income arising from associates and joint ventures accounted for using equity method - other comprehensive income items that may be reclassified to profit or loss | VI (XXV) | ( 227) | - | ( 506) | - |
| 8360 | Total amount of items that may be reclassified subsequently to profit or loss | ( 64,362) | - | 626,053 | 3 | |
| 8300 | Other comprehensive income, net | ($ 358,061) | ( 1) | $ 401,721 | 2 | |
| 8500 | Total comprehensive income | $ 841,934 | 4 | $ 1,118,788 | 5 | |
| Net income attributable to: | ||||||
| 8610 | Owners of the parent | $ 490,115 | 2 | $ 415,463 | 2 | |
| 8620 | Non-controlling interests | $ 709,880 | 3 | $ 301,604 | 1 | |
| Total comprehensive income attributable to: | ||||||
| 8710 | Owners of the parent | $ 106,381 | 1 | $ 657,404 | 3 | |
| 8720 | Non-controlling interests | $ 735,553 | 3 | $ 461,384 | 2 | |
| Earnings per share | VI (XXXV) | |||||
| 9750 | Basic earnings per share | $ | 0.50 | $ | 0.41 | |
| 9850 | Diluted earnings per share | $ | 0.50 | $ | 0.41 |
The attached notes to the consolidated financial statements are part of the consolidated financial report and should be read together.
Chairman: Li-Chiu Chang
Manager: Yi-Ju Chen
Accounting supervisor: Hui-Yen Lin
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
| Notes | Retained earnings | Other equities | Non-controlling interests | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital stock - common shares | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translation of financial statements of foreign operations | Unrealized gains (losses) on financial assets at fair value through other comprehensive income | Treasury stock | Total | |||||
| 2024 | |||||||||||||
| Balance as of January 1, 2024 | $ 10,168,248 | $ 75,524 | $ 910,241 | $ 692,985 | $ 1,534,311 | ($ 309,792) | ($ 842,090) | ($ 78,973) | $ 12,150,454 | $ 4,100,596 | $ 16,251,050 | ||
| Net profit | - | - | - | - | 415,463 | - | - | - | 415,463 | 301,604 | 717,067 | ||
| Other comprehensive income | VI (XXV) | - | - | - | - | 5,310 | 466,344 | ( 229,713 ) | - | 241,941 | 159,780 | 401,721 | |
| Total comprehensive income | - | - | - | - | 420,773 | 466,344 | ( 229,713 ) | - | 657,404 | 461,384 | 1,118,788 | ||
| Appropriation and distribution of 2023 earnings | VI (XXIV) | ||||||||||||
| Provision for legal reserve | - | - | 59,960 | - | ( 59,960 ) | - | - | - | - | - | - | ||
| Provision for special reserve | - | - | - | 458,897 | ( 458,897 ) | - | - | - | - | - | - | ||
| Cash dividends | - | - | - | - | ( 305,047 ) | - | - | - | ( 305,047) | - | ( 305,047) | ||
| Cash dividend of parent company distributed to subsidiaries | VI (XXIII) | ||||||||||||
| Change in ownership of equity in subsidiary | VI (XXIV) | - | 3,042 | - | - | - | - | - | - | 3,042 | - | 3,042 | |
| Cash dividends attributable to non-controlling interests | - | - | - | - | ( 10,439 ) | - | - | - | ( 10,439) | 7,753 | ( 2,686) | ||
| Balance as of December 31, 2024 | $ 10,168,248 | $ 78,566 | $ 970,201 | $ 1,151,882 | $ 1,120,741 | $ 156,552 | ($ 1,071,803) | ($ 78,973) | $ 12,495,414 | $ 4,433,240 | $ 16,928,654 | ||
| 2025 | |||||||||||||
| Balance as of January 1, 2025 | $ 10,168,248 | $ 78,566 | $ 970,201 | $ 1,151,882 | $ 1,120,741 | $ 156,552 | ($ 1,071,803) | ($ 78,973) | $ 12,495,414 | $ 4,433,240 | $ 16,928,654 | ||
| Net profit | - | - | - | - | 490,115 | - | - | - | 490,115 | 709,880 | 1,199,995 | ||
| Other comprehensive income | VI (XXV) | - | - | - | - | 4,262 | ( 89,970 ) | ( 298,026 ) | - | ( 383,734) | 25,673 | ( 358,061) | |
| Total comprehensive income | - | - | - | - | 494,377 | ( 89,970 ) | ( 298,026 ) | - | 106,381 | 735,553 | 841,934 | ||
| Appropriation and distribution of 2024 earnings | VI (XXIV) | ||||||||||||
| Provision for legal reserve | - | - | 41,034 | - | ( 41,034 ) | - | - | - | - | - | - | ||
| Reversal of special reserve | - | - | - | ( 236,631 ) | 236,631 | - | - | - | - | - | - | ||
| Cash dividends | - | - | - | - | ( 203,365 ) | - | - | - | ( 203,365) | - | ( 203,365) | ||
| Cash dividend of parent company distributed to subsidiaries | VI (XXIII) | ||||||||||||
| Cash dividends attributable to non-controlling interests | - | 2,079 | - | - | - | - | - | - | 2,079 | - | 2,079 | ||
| Treasury stock repurchase | VI (XXII) | - | - | - | - | - | - | - | - | ( 209,298 ) | ( 209,298) | - | |
| Treasury stock written off | VI (XXII) | ( 250,000 ) | 40,702 | - | - | - | - | - | - | 209,298 | - | - | |
| Balance as of December 31, 2025 | $ 9,918,248 | $ 121,347 | $ 1,011,235 | $ 915,251 | $ 1,607,350 | $ 66,582 | ($ 1,369,829 ) | ($ 78,973 ) | $ 12,191,211 | $ 5,061,714 | $ 17,252,925 |
Manager: Yi-Ju Chen
Accounting supervisor: Hui-Yen Lin
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax for the period | $ 1,615,442 | $ 1,060,351 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Net (gain) loss on financial assets at fair value through profit or loss | VI (II) (XXX) | ( 31 ) | 47 |
| Depreciation expenses | VI (IX) (X) (XII) | 499,807 | 575,055 |
| (XXXII) | |||
| Amortization expenses | VI (XIII) (XXXII) | 22,846 | 23,180 |
| Expected credit impairment losses (reversal gains) | XXII (III) | 390 | ( 233,799 ) |
| Interest expenses | VI (XXXI) | 77,942 | 79,951 |
| Interest income | VI (XXVIII) | ( 171,940 ) | ( 210,375 ) |
| Dividend income | VI (III) (XXIX) | ( 26,263 ) | ( 19,837 ) |
| Impairment loss | VI (XV) (XXX) | 46,221 | 17,222 |
| Amount for provision allowance | VI (XXX) | 190,000 | 120,000 |
| Share of profit or loss of associates accounted for using the equity method | VI (VIII) | ( 8,245 ) | ( 13,312 ) |
| Amount of outbound transfer of property, plant, and equipment | VI (IX) | - | 24 |
| Loss (Gain) on disposal of property, plant, and equipment | VI (XXX) | 28,595 | ( 37,362 ) |
| Government subsidy income | VI (XXIX) | ( 401,114 ) | - |
| (XXXVII) | |||
| Changes in operating assets/liabilities | |||
| Net changes in operating assets | |||
| Notes receivable | ( 98,000 ) | 110,231 | |
| Accounts receivable | ( 460,633 ) | ( 211,667 ) | |
| Accounts receivable - related parties | ( 3,781 ) | 341,746 | |
| Other receivables | 9,191 | 28,755 | |
| Inventories | ( 462,903 ) | ( 252,207 ) | |
| Prepayments | ( 165,690 ) | ( 108 ) | |
| Other current assets | 32,318 | ( 10,865 ) | |
| Net changes in operating liabilities | |||
| Contract liabilities | 29,156 | 14,114 | |
| Notes payable | 38,352 | ( 35,599 ) | |
| Accounts payable | 907,036 | 303,481 | |
| Accounts payable - related parties | 4,053 | - | |
| Other payables | ( 85,596 ) | ( 107,856 ) | |
| Other payables - related parties | ( 19,587 ) | ( 226 ) | |
| Other current liabilities | ( 186,832 ) | ( 35,359 ) | |
| Other non-current liabilities | ( 28,137 ) | ( 27,297 ) | |
| Cash inflow generated from operations | 1,382,597 | 1,478,288 | |
| Interest received | 171,847 | 210,137 | |
| Dividends received | 38,336 | 41,276 | |
| Interest paid | ( 77,660 ) | ( 78,680 ) | |
| Income tax paid | ( 413,041 ) | ( 278,049 ) | |
| Income tax refunded | 24,893 | 12,725 | |
| Net cash flows generated from operating activities | 1,126,972 | 1,385,697 |
Ho Tung Chemical Corp. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| Acquisition of financial instruments at fair value through profit or loss | $ - | ($ 133) | |
| Increase in financial assets at amortized cost | ( 703,671 ) | ( 1,208,465 ) | |
| Acquisition of property, plant, and equipment | VI (XXXVII) | ( 286,730 ) | ( 228,476 ) |
| Proceeds from disposal of property, plant, and equipment | VI (XXXVII) | ||
| Acquisition of intangible assets | VI (XIII) (XXXVII) | 3,365 | 64,825 |
| Cash received from government subsidy income | VI (XXXVII) | 23,301 ) | 23,304 ) |
| Increase in other non-current assets | 333,123 | - | |
| Net cash flows used in investing activities | 3,361 | 2,957 | |
| Cash flows from financing activities | |||
| Increase in short-term borrowings, net | VI (XXXVIII) | 362,623 | 198,439 |
| Proceed from long-term borrowings for the period | VI (XXXVIII) | - | 100,000 |
| Repayment of long-term loans | VI (XXXVIII) | 70,640 ) | 311,841 ) |
| Cash dividends paid | VI (XXIII) | ||
| (XXIV) | ( 201,286 ) | ( 302,005 ) | |
| Repayment of the principal portion of lease liabilities | VI (XXXVIII) | 38,272 ) | 37,447 ) |
| Increase (Decrease) in guarantee deposits received | VI (XXXVIII) | 19,545 | 8,885 ) |
| Cash dividends attributable to non-controlling interests paid | VI (XXXVII) | ||
| Treasury stock repurchase cost | VI (XXII) | ( 107,079 ) | ( 119,205 ) |
| Net cash flows used in financing activities | 209,298 | - | |
| Effect of exchange rate changes | 244,407 | 480,944 | |
| Increase (Decrease) in cash and cash equivalents for the period | 132,609 | 280,951 | |
| Cash and cash equivalents at beginning of period | 69,381 | 212,806 | |
| Cash and cash equivalents at end of period | 6,310,968 | 6,523,774 | |
| $ 6,380,349 | $ 6,310,968 |
Chairman: Li-Chiu Chang
Manager: Yi-Ju Chen
Accounting supervisor: Hui-Yen Lin
Ho Tung Chemical Corporation
Parent Company Only Financial Statements and Independent Auditors' Report
(Stock Code: 1714)
Company Address: No. 1, Zhugong 2nd Lane, Renwu District, Kaohsiung City, Taiwan (R.O.C.)
Telephone: (02) 8976-9268
~31~
[Attachment III]
Ho Tung Chemical Corporation
Parent Company Only Financial Statements and Independent Auditors' Report for the Years Ended December 31, 2025, and 2024
Table of Contents
| Item | Page Number/Identifier/Index | |
|---|---|---|
| I. | Cover Page | 1 |
| II. | Table of Contents | 2-3 |
| III. | Independent Auditors' Report | 4-8 |
| IV. | Parent Company Only Balance Sheet | 9-10 |
| V. | Parent Company Only Statements of Comprehensive Income | 11-12 |
| VI. | Parent Company Only Statements of Changes in Equity | 13 |
| VII. | Parent Company Only Statements of Cash Flows | 14-15 |
[Attachment III]
Independent Auditors' Report
(2026) Financial Audit Report No. 25005124
To the Board of Directors of Ho Tung Chemical Corp.:
Opinions
We have audited the accompanying parent company only balance sheets of Ho Tung Chemical Corp. (hereinafter referred to as "the Company") as of December 31, 2025, and 2024, and the related parent company only statements of comprehensive income, and parent company only statements of changes in equity and of cash flows for the years ended December 31, 2025, and 2024, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of the other independent auditors, as described in the other matters section of our report, the parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025, and 2024, and its financial performance and its cash flows for the years ended December 31, 2025, and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters refer to matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a parent company only opinion on these matters.
Key audit matters for the parent company only financial statements of the Company for the year ended December 31, 2025, are stated as follows:
The correctness of timing of revenue recognition
Description
For accounting policies pertaining to recognition of operating revenue, please refer to Note IV (XXVI) of the parent only financial report. For explanations of accounting items, please refer to Note VI (XVIII) of the parent company only financial report.
The Company is primarily engaged in the sale of chemical-related products and recognizes revenue upon the transfer of control of the promised goods to the purchaser, specifically at the time of delivery. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the
customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied. As transaction amount is enormous, revenue from sales of goods serves as the main indicator of determining whether the operating and financial goals and investors' expectations are met, and there might be inaccurate timing of revenue recognition shortly before or after the balance sheet date, the accurate timing of recognition of revenue from the Company is identified as a key audit matter.
- Review sales contracts and orders to confirm that revenue recognition is consistent with the terms of the contract and the associated transaction conditions.
- Analyze the sales fluctuations of each product to comprehend and validate the nature of significant changes.
- Sample and review revenue from sales of the relevant periods preceding and following the financial statements, by verifying the contents of transaction agreements, trade terms, and associated supporting documents to ensure that revenue were recognized in the appropriate periods.
Fair Value Measurement of Stocks for Unlisted (Over-The-Counter) Companies without Active Markets
Regarding the accounting policies of stocks for unlisted (OTC) companies without active markets, please refer to Note IV(VI) of the parent only financial report. For uncertainties related to accounting estimates and assumptions regarding fair value measurement, please refer to Note V(I) of the parent company only financial report. For an explanation of the fair value of financial assets, please refer to Note XII(III) of the parent company only financial report.
The stocks of unlisted (OTC) companies without active market directly and indirectly held by the Company and its subsidiaries (under investments accounted for using equity method) are listed as financial assets measured at fair value through other comprehensive income, and the changes in fair value on the measurement date are listed as other comprehensive income.
We believe that the estimation of the aforementioned fair value depends on the subjective judgment of the management and involves many assumptions and estimates with high uncertainty. Therefore, the fair value measurement of the stocks of unlisted companies without an active market is one of the most important items in this year's review.
-
Understand and evaluate the relevant policies and evaluation processes of the Company and its subsidiaries for the fair value measurement of unlisted company stocks without active market.
-
The measurement methods used by management for evaluation are generally adopted and appropriate in the industry and its market environment.
-
Obtained the evaluation report from the expert, and implemented the following procedures:
(1) Check the setting of input values and calculation formulas used in the evaluation model and review relevant information and supporting documents for the relevance and reliability of relevant data sources.
(2) Evaluate the sensitivity analysis performed by management on assumptions and inputs to confirm that management has appropriately addressed the effects of uncertainty in its estimates.
Other Matters– Reference to audits conducted by other independent auditors
We did not audit the financial statements of certain investees accounted for using equity method furnished to the parent company only financial statements of the Company. The financial statements of these investees were audited by other independent auditors. Thus, opinions expressed herein, insofar as it relates to the amounts included in the parent company only financial statements and information disclosed in Note XIII relating to these investees, are based solely on the reports of other independent auditors. For the years ended December 31, 2025, and December 31, 2024, the investment amounts recorded as assets for the Company using the equity method were NT$1,764,950 thousand and NT$2,021,586 thousand, respectively, accounting for 11.79% and 13.56% of the total assets. The recorded liabilities for the same period were NT$66,017 thousand and NT$66,310 thousand, respectively, representing 2.38% and 2.75% of the total liabilities. As of December 31, 2025, and 2024, the comprehensive income of these investees was (NT$120,427) thousand and NT$217,627 thousand, respectively, constituting (113.20%) and 33.10% of the comprehensive income.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, items 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 financial reporting process of the Company.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatements, 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements may arise from frauds or errors. If it could be reasonably anticipated that the misstated individual amounts or aggregated sums could have influence on the economic decisions made by the users of the parent company only financial statements, they will be deemed as material.
As part of the audit in accordance with the auditing standards of the Republic of China, we exercised professional judgment and maintained professional skepticism throughout the audit. We also executed the following tasks:
-
Identify and evaluate the risk of material misstatements due to fraud or error in the parent company only financial statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for our audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Company.
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Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures. Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to operate 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or circumstances may cause the Company to cease to continue as a going concern.
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Evaluate the overall expression, structure and contents of the parent company only financial statements (including relevant Notes), and whether the parent company only financial statements fairly present relevant transactions and items.
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To obtain sufficient and appropriate audit evidence regarding the financial information of the individual entities within the Company, in order to express an opinion on the parent company only 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 the governing body 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 governing body with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the governing body, we determined matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025, 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.
PwC
Ming-chuan Hsu
CPA
Chin-Lien Huang
Financial Supervisory Commission
Approval Certificate No.: Financial Supervisory
Commission Certificate Review No.
1050029449
Financial Supervisory Commission Certificate
Review No. 1100348083
Attachment III
Ho Tung Chemical Corporation
Parent Company Only Balance Sheet
December 31, 2025 and 2024
Unit: NT$ thousands
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | VI (I) | $ 440,994 | 3 | $ 652,386 | 5 |
| 1150 | Notes receivable, net | VI (IV) | 3,122 | - | - | - |
| 1170 | Accounts receivable, net | VI (IV) | 248,382 | 2 | 355,179 | 2 |
| 1180 | Accounts receivable - related parties, net | VII | 184,473 | 1 | 275,770 | 2 |
| 1200 | Other receivables | 6,801 | - | 14,218 | - | |
| 1210 | Other receivables - related parties | VII | 308,447 | 2 | 1,251 | - |
| 130X | Inventories | VI (V) | 253,805 | 2 | 284,066 | 2 |
| 1410 | Prepayments | 153,528 | 1 | 22,616 | - | |
| 1470 | Other current assets | 16 | - | 1,163 | - | |
| 11XX | Total current assets | 1,599,568 | 11 | 1,606,649 | 11 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through VI (II) other comprehensive income - non-current | 615,503 | 4 | 736,410 | 5 | |
| 1535 | Financial assets at amortized cost - non-current | VI (I) (III) & VIII | 16,112 | - | 13,100 | - |
| 1550 | Investment accounted for using equity method | VI (VI) & VII | 11,960,897 | 80 | 11,771,652 | 79 |
| 1600 | Property, plant and equipment | VI (VII) & VIII | 526,319 | 4 | 528,985 | 4 |
| 1755 | Right-of-use assets | VI (VIII) & VII | 1,184 | - | 1,211 | - |
| 1760 | Investment properties | VI (IX) | 171,779 | 1 | 172,011 | 1 |
| 1780 | Intangible assets | VI (X) | 7,021 | - | 6,896 | - |
| 1840 | Deferred income tax assets | VI (XXV) | 46,953 | - | 45,606 | - |
| 1900 | Other non-current assets | VI (XIII) | 23,373 | - | 22,065 | - |
| 15XX | Total non-current assets | 13,369,141 | 89 | 13,297,936 | 89 | |
| 1XXX | Total assets | $ 14,968,709 | 100 | $ 14,904,585 | 100 |
Attachment III
Ho Tung Chemical Corporation
Parent Company Only Balance Sheet
December 31, 2025 and 2024
Unit: NT$ thousands
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term loans | VI (XI) | $ 675,000 | 5 | $ 330,000 | 2 |
| 2130 | Contract liabilities - current | VI (XVIII) | 2,356 | - | 2,010 | - |
| 2150 | Notes payable | 720 | - | - | - | |
| 2170 | Accounts payable | 237,271 | 2 | 181,931 | 1 | |
| 2180 | Accounts payable - related parties | VII | 259,336 | 2 | 212,146 | 2 |
| 2200 | Other payables | 62,007 | - | 96,037 | 1 | |
| 2220 | Other payables - related parties | VII | 10,318 | - | 14,264 | - |
| 2230 | Current income tax liabilities | 16,806 | - | - | - | |
| 2320 | Long-term liabilities due within one year or one operating cycle | VI (XII) & VIII | 178,920 | 1 | 59,640 | - |
| 2399 | Other current liabilities - others | 552 | - | 623 | - | |
| 21XX | Total current liabilities | 1,443,286 | 10 | 896,651 | 6 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | VI (XII) & VIII | 1,251,510 | 8 | 1,430,070 | 10 |
| 2570 | Deferred income tax liabilities | VI (XXV) | 13,503 | - | 15,690 | - |
| 2600 | Other non-current liabilities | VI (VI) | 69,199 | 1 | 66,760 | - |
| 25XX | Total non-current liabilities | 1,334,212 | 9 | 1,512,520 | 10 | |
| 2XXX | Total liabilities | 2,777,498 | 19 | 2,409,171 | 16 | |
| Equity | ||||||
| Capital | VI (XIV) | |||||
| 3110 | Capital stock - common shares | 9,918,248 | 66 | 10,168,248 | 68 | |
| Capital surplus | VI (XV) | |||||
| 3200 | Capital surplus | 121,347 | 1 | 78,566 | - | |
| Retained earnings | VI (XVI) | |||||
| 3310 | Legal reserve | 1,011,235 | 7 | 970,201 | 7 | |
| 3320 | Special reserve | 915,251 | 6 | 1,151,882 | 8 | |
| 3350 | Unappropriated earnings | 1,607,350 | 11 | 1,120,741 | 8 | |
| Other equities | VI (XVII) | |||||
| 3400 | Other equities | ( 1,303,247) | ( 9 ) | ( 915,251) | ( 6 ) | |
| 3500 | Treasury stock | VI (VI) (XIV) | ( 78,973) | ( 1 ) | ( 78,973) | ( 1 ) |
| 3XXX | Total equity | 12,191,211 | 81 | 12,495,414 | 84 | |
| Significant contingent liabilities and IX unrecognized contract commitments | ||||||
| Significant Events after the Balance XI Sheet Date | ||||||
| 3X2X | Total liabilities and equity | $ 14,968,709 | 100 | $ 14,904,585 | 100 |
The attached notes to the parent company only financial statements are part of the parent company only financial report and should be read together.
(Except the unit of earnings per share is NT$)
Ho Tung Chemical Corporation
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
Ho Tung Chemical Corporation
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
(Except the unit of earnings per share is NT$)
The attached notes to the parent company only financial statements are part of the parent company only financial report and should be read together.
Unit: NTS thousands
Parent Company Only Statements of Changes in Equity
| Notes | Capital stock - common shares | Capital surplus | Retained earnings | Other equities | Treasury stock | Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translation of financial statements of foreign operations | Unrealized gains (losses) on financial assets at fair value through other comprehensive income | ||||||
| 2024 | ||||||||||
| Balance as of January 1, 2024 | $ 10,168,248 | $ 75,524 | $ 910,241 | $ 692,985 | $ 1,534,311 | ($ 309,792) | ($ 842,090) | ($ 78,973) | $ 12,150,454 | |
| Net profit | - | - | - | - | 415,463 | - | - | - | 415,463 | |
| Other comprehensive income | VI (XVII) | - | - | - | - | 5,310 | 466,344 | ( 229,713 ) | - | 241,941 |
| Total comprehensive income | - | - | - | - | 420,773 | 466,344 | ( 229,713 ) | - | 657,404 | |
| Appropriation and distribution of 2023 earnings VI (XVI) | ||||||||||
| Provision for legal reserve | - | - | 59,960 | - | ( 59,960 ) | - | - | - | - | |
| Provision for special reserve | - | - | - | 458,897 | ( 458,897 ) | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 305,047 ) | - | - | - | ( 305,047) | |
| Cash dividend of parent company distributed to VI (XV) subsidiaries | - | 3,042 | - | - | - | - | - | - | 3,042 | |
| Change in ownership of equity in subsidiary | VI (XXVII) | - | - | - | - | ( 10,439 ) | - | - | - | ( 10,439) |
| Balance as of December 31, 2024 | $ 10,168,248 | $ 78,566 | $ 970,201 | $ 1,151,882 | $ 1,120,741 | $ 156,552 | ($ 1,071,803 ) | ($ 78,973 ) | $ 12,495,414 | |
| 2025 | ||||||||||
| Balance as of January 1, 2025 | $ 10,168,248 | $ 78,566 | $ 970,201 | $ 1,151,882 | $ 1,120,741 | $ 156,552 | ($ 1,071,803 ) | ($ 78,973 ) | $ 12,495,414 | |
| Net profit | - | - | - | - | 490,115 | - | - | - | 490,115 | |
| Other comprehensive income | VI (XVII) | - | - | - | - | 4,262 | ( 89,970 ) | ( 298,026 ) | - | ( 383,734) |
| Total comprehensive income | - | - | - | - | 494,377 | ( 89,970 ) | ( 298,026 ) | - | 106,381 | |
| Appropriation and distribution of 2024 earnings VI (XVI) | ||||||||||
| Provision for legal reserve | - | - | 41,034 | - | ( 41,034 ) | - | - | - | - | |
| Reversal of special reserve | - | - | - | ( 236,631 ) | 236,631 | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 203,365 ) | - | - | - | ( 203,365) | |
| Cash dividend of parent company distributed to VI (XV) subsidiaries | - | 2,079 | - | - | - | - | - | - | 2,079 | |
| Treasury stock repurchase | VI (XIV) | - | - | - | - | - | - | - | ( 209,298 ) | ( 209,298) |
| Treasury stock written off | VI (XIV) (XV) | ( 250,000 ) | 40,702 | - | - | - | - | - | 209,298 | - |
| Balance as of December 31, 2025 | $ 9,918,248 | $ 121,347 | $ 1,011,235 | $ 915,251 | $ 1,607,350 | $ 66,582 | ($ 1,369,829 ) | ($ 78,973 ) | $ 12,191,211 |
Ho Tung Chemical Corporation
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax for the period | $ 506,701 | $ 459,527 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Unrealized loss on sales | ( 37,031 ) | ( 13,846 ) | |
| Realized loss on sales | 13,846 | 6,539 | |
| Depreciation expenses | VI (VII) (VIII) (IX) (XXIII) | 46,753 | 69,398 |
| Amortization expenses | VI (X) (XXIII) | 1,578 | 1,451 |
| Interest expenses | VI (XXII) | 47,793 | 47,268 |
| Interest income | VI (XIX) | ( 11,542 ) | ( 27,580 ) |
| Dividend income | VI (XX) | ( 26,102 ) | ( 19,831 ) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method | VI (VI) | ( 889,086 ) | ( 693,535 ) |
| Loss on disposal of property, plant, and equipment | VI (XXI) (XXVIII) | 47 | - |
| Other expenses | 2,478 | - | |
| Changes in operating assets/liabilities | |||
| Net changes in operating assets | |||
| Notes receivable | ( 3,122 ) | - | |
| Accounts receivable | 106,797 | ( 109,673 ) | |
| Accounts receivable - related parties | 91,297 | ( 126,695 ) | |
| Other receivables | 2,602 | ( 463 ) | |
| Other receivables - related parties | ( 52,249 ) | 7,113 | |
| Inventories | 45,756 | 117,820 | |
| Prepayments | ( 146,407 ) | ( 14,363 ) | |
| Other current assets | 1,147 | ( 1,142 ) | |
| Other non-current assets | 58 | 29 | |
| Net changes in operating liabilities | |||
| Contract liabilities - current | 346 | 79 | |
| Notes payable | 720 | - | |
| Accounts payable | 55,341 | 63,060 | |
| Accounts payable - related parties | 47,190 | ( 31,316 ) | |
| Other payables | ( 2,117 ) | ( 276 ) | |
| Other payables - related parties | ( 3,946 ) | ( 1,668 ) | |
| Other current liabilities | ( 71 ) | ( 13,774 ) | |
| Other non-current liabilities | 2,879 | - | |
| Cash outflow generated from operations | ( 198,344 ) | ( 281,878 ) | |
| Interest received | 11,542 | 27,580 | |
| Interest paid | ( 47,793 ) | ( 47,268 ) | |
| Dividend received | 230,983 | 271,582 | |
| Income tax paid | ( 1,158 ) | ( 2,686 ) | |
| Income tax refunded | 2,122 | - | |
| Cash outflow from operating activities, net | ( 2,648 ) | ( 32,670 ) |
Ho Tung Chemical Corporation
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| Decrease in financial assets at amortized cost | ($ 3,012) | $ - | |
| Acquisition of property, plant, and equipment | VI (XXVIII) | ( 77,282 ) | ( 86,732 ) |
| Proceeds from disposal of property, plant, and equipment | VI (XXVIII) | ||
| Acquisition of intangible assets | VI (X) | 151 | - |
| (Increase) Decrease in guarantee deposits paid (recognized as other non-current assets) | ( 1,151 ) | 16 | |
| Proceeds from capital return on investment accounted for using equity method | VI (VI) | - | 200,000 |
| Net cash flows from (used in) investing activities | ( 81,294 ) | 112,714 | |
| Cash flows from financing activities | |||
| Increase in short-term borrowings | VI (XXIX) | 345,000 | 175,000 |
| Repayment of the principal portion of lease liabilities | VI (XXIX) | - | ( 23,147 ) |
| Repayment of long-term loans for the period | VI (XXIX) | ( 59,640 ) | - |
| Decrease in guarantee deposits received | VI (XXIX) | ( 147 ) | ( 359 ) |
| Treasury stock repurchase cost | VI (XIV) | ( 209,298 ) | - |
| Cash dividends paid | VI (XVI) | ( 203,365 ) | ( 305,047 ) |
| Net cash flows used in financing activities | ( 127,450 ) | ( 153,553 ) | |
| Decrease in cash and cash equivalents for the period | ( 211,392 ) | ( 73,509 ) | |
| Cash and cash equivalents at beginning of period | 652,386 | 725,895 | |
| Cash and cash equivalents at end of period | $ 440,994 | $ 652,386 |
[Attachment IV]
Ho Tung Chemical Corporation Earnings Distribution Table 2025
Unit:TWD
| Items | Amount |
|---|---|
| Beginning Retained Earnings | 1,112,974,501 |
| Add: Net Profit After Tax | 490,115,450 |
| Add: Adjustments to Retained Earnings | 4,260,078 |
| Less: 10% Legal Reserve | (49,437,553) |
| Less: Appropriation of Special Reserve | (387,997,103) |
| Distributable Earnings | 1,169,915,373 |
| Distributable items: | |
| Shareholder Dividends (Cash Dividend of TWD0.18 Per Share) | (178,528,465) |
| Total | (178,528,465) |
| Unappropriated Retained Earnings | 991,386,908 |
The cash dividend amount allocated for this year is TWD178,528,465, prioritized from the earnings of 2025.
Accounting Supervisor: Hui-Yen Lin
[Appendix I]
Ho Tung Chemical Corporation
Rules Governing Procedure for Shareholders’ Meetings
Revised on August 5, 2021
Article 1 To establish a sound governance system for the Company's Shareholders' Meetings, enhance supervisory functions, and strengthen management capabilities, these rules are formulated in accordance with Article 6 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2 The rules of procedure for shareholders meetings of the Company should be followed unless otherwise specified by laws, regulations, or the Company's Articles of Incorporation.
Article 3 Unless otherwise stipulated by law, the Shareholders' Meetings of the Company are convened by the Board of Directors.
Notice of the convening of a General Shareholders' Meeting must be given to all shareholders 30 days in advance. For shareholders holding less than 1,000 registered shares, notice may be provided 30 days in advance via an announcement on the Market Observation Post System. Notice of the convening of an Extraordinary Shareholders' Meeting must be given to all shareholders 15 days in advance. For shareholders holding less than 1,000 registered shares, notice may be provided 15 days in advance via an announcement on the Market Observation Post System.
The appointment or dismissal of Directors, amendment of the Articles of Incorporation, reduction of capital, application for cessation of public offering, approval of director competition, surplus capitalized into stock, capital reserve capitalized into stock, company dissolution, mergers, splits, or matters under Article 185, Paragraph 1 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Guidelines for the Issuance and Public Offering of Securities, should be listed in the agenda of the shareholder meeting with a clear explanation of the key details and may not be raised as an extraordinary motion. If the agenda of the shareholder meeting has already stated a comprehensive election of Directors, including the effective date of appointment, no further amendments to the appointment date may be made in the same meeting through extraordinary motions or any other method after the election is completed.
Article 4 Shareholders may issue a proxy form provided by the company for each shareholders' meeting, specifying the scope of authorization, to appoint a proxy to attend the meeting.
[Appendix I]
A shareholder may appoint a proxy, limited to one person, which must be delivered to the Company at least five days before the Shareholders' Meeting. In the case of multiple proxies, the one received first will be considered valid, unless a prior proxy is expressly revoked.
Upon delivery of the proxy application to the Company, if a shareholder wishes to attend the Shareholders' Meeting in person or exercise voting rights in writing or electronically, they must notify the Company in writing to revoke the proxy at least two days before the meeting. If the revocation is late, the voting rights exercised by the proxy will prevail.
Article 5 The Shareholders' Meeting shall be held at the Company's location or at a place convenient for shareholders to attend and suitable for the meeting. The meeting shall not start earlier than 9:00 AM or later than 3:00 PM. The location and time of the meeting should fully consider the opinions of the Independent Directors.
Article 6 The Company shall specify in the meeting notice the time for shareholder registration, the location of the registration desk, and other important details.
The registration for shareholders should begin at least 30 minutes before the meeting starts. The registration area must be clearly marked, and adequately qualified personnel should be assigned to handle the process.
Shareholders or their appointed proxies (hereinafter referred to as "shareholders") must attend the Shareholders' Meeting with an attendance certificate, sign-in card, or other proof of attendance. Solicitors of proxy forms must also bring identification documents for verification.
The Company shall provide a sign-in book for attending shareholders to register, or attending shareholders may submit a sign-in card as a substitute for registration. The Company shall provide the meeting handbook, annual report, attendance certificate, speaking notes, voting ballots, and other meeting materials to shareholders attending the shareholders' meeting. If Directors (including Independent Directors) are to be elected, election ballots should also be provided.
Article 7 If the Shareholders' Meeting is convened by the Board of Directors, the chairman of the meeting shall be the Chairman of the board. If the chairman is on leave or unable to perform their duties for any reason, the Vice Chairman shall act as the proxy. If there is no Vice Chairman, or if the Vice Chairman is also on leave or unable to perform their duties, the Chairman shall designate an Executive Director to act as the proxy. If there is no Executive Director, a Director shall be designated as the proxy. If the Chairman does not designate a proxy, the Executive Directors or Directors shall elect one among themselves to act as the proxy.
The preceding chairman position is to be held by an Executive Director or a Director who has served for more than six months and is familiar with the Company's financial and business operations. If the chairman is a representative of a corporate director, the same applies.
The Shareholders' Meeting convened by the Board of Directors should have the participation of more than half of the board members.
If a Shareholders' Meeting is convened by a person other than the Board of Directors, that person shall preside as chair. If there is more than one convening person, they shall mutually elect one person to serve as chair.
The Company may appoint designated lawyers, accountants, or relevant personnel to attend the shareholders' meeting.
Article 8
The Company shall continuously and uninterruptedly record audio and video of the entire process of shareholder registration, the conduct of the meeting, and the voting and vote counting process from the commencement of shareholder registration.
The aforementioned audio-visual materials should be retained for at least one year. However, if a shareholder initiates litigation under Article 189 of the Company Act, the materials must be preserved until the conclusion of the lawsuit.
Article 9
Attendance at the shareholders' meeting shall be calculated based on the number of shares. The number of shares present is determined by the signatures in the register or the sign-in cards submitted, along with the shares for which voting rights are exercised electronically.
At the scheduled meeting time, the chairperson shall announce the commencement of the meeting and simultaneously disclose relevant information such as the number of non-voting shares and the number of shares present. However, if shareholders representing more than half of the total issued shares are not present, the chairperson may announce a postponement of the meeting, limited to two times, with the total postponement not exceeding one hour. If, after two postponements, shareholders representing more than one-third of the total issued shares are still not present, the chairperson shall declare the meeting adjourned.
If, after two postponements, the required quorum is still not met but shareholders representing more than one-third of the total issued shares are present, a provisional resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act. Shareholders shall be notified of the provisional resolution, and a shareholders' meeting shall be reconvened within one month.
Before the conclusion of the meeting, if the shares represented by the attending shareholders exceed half of the total issued shares, the chair may submit the provisional resolution for a new vote at the shareholders' meeting in accordance with Article 174 of the Company Act.
Article 10
If the shareholders' meeting is convened by the Board of Directors, the agenda shall be set by the board. All related proposals (including ad hoc motions and amendments to original proposals) must be voted on individually. The meeting shall proceed according to the scheduled agenda and may not be altered without a resolution from the shareholders' meeting.
If the shareholders' meeting is convened by a person other than the Board of Directors who has the authority to convene, the provisions of the preceding paragraph shall apply mutatis mutandis.
The agenda items scheduled in the first two positions cannot be adjourned by the chair without a resolution before the conclusion of the meeting (including any motions from the floor). If the chair violates the rules of procedure and announces an adjournment, other board members should promptly assist the attending shareholders in electing a new chair by a majority of the voting rights present, in accordance with legal procedures, to continue the meeting.
The chairperson shall provide ample opportunity for explanation and discussion regarding proposals and amendments or motions raised by shareholders. When it is deemed that the matter is ready for a vote, the chairperson may announce the end of the discussion, proceed to a vote, and allocate sufficient time for voting.
Article 11 Before speaking at the shareholders' meeting, attendees must fill out a speech form indicating the main points of their speech, shareholder account number (or attendance certificate number), and account name. The chairperson will determine the order of speeches.
Shareholders who submit a speaking request but do not speak will be considered as not having spoken. If the content of the speech does not match the speaking request, the actual speech content will prevail.
For each proposal, a shareholder may speak no more than twice without the chairman's consent, and each time shall not exceed five minutes. However, if a shareholder's speech violates regulations or exceeds the scope of the agenda, the chairman may stop the speech.
During shareholder speeches, other shareholders may not speak or interrupt unless they have obtained the consent of both the chairperson and the speaking shareholder. The chairperson should stop any violations of this rule.
Article 12 The voting at the shareholders' meeting shall be based on the number of shares. In the resolution of the shareholders' meeting, the number of shares held by non-voting shareholders is not included in the total number of issued shares.
Shareholders with a personal interest in a matter that may harm the company's interests shall not participate in voting and may not act as a proxy to exercise voting rights for other shareholders.
The number of shares without voting rights mentioned above shall not be included in the total voting rights of the shareholders present.
Except for trust enterprises or stock affairs agencies approved by the securities regulatory authority, when one person is entrusted by more than one shareholder, their proxy voting rights must not exceed $3\%$ of the total voting rights of the issued shares. Any voting rights exceeding this limit will not be counted.
Article 13 Each shareholder is entitled to one vote per share; however, this does not apply to shares that are restricted or non-voting.
When convening a shareholders' meeting, the company shall adopt electronic voting and may also allow voting in writing. The method of voting, whether electronic or written, should be specified in the notice of the shareholders' meeting.
Shareholders who exercise their voting rights in writing or electronically are considered to be personally present at the shareholders' meeting.
However, any ad hoc motions and amendments to the original proposals at the shareholders' meeting will be considered abstentions.
Shareholders exercising their voting rights in writing or electronically must submit their intentions to the company at least two days before the shareholders' meeting. In the event of duplicate submissions, the one received first shall prevail. However, this does not apply to declarations made before the revocation.
If a shareholder has exercised their voting rights in writing or electronically and wishes to attend the shareholders' meeting in person, they must revoke their previous vote by the same method no later than two days before the meeting. If the revocation is late, the vote cast in writing or electronically will prevail.
If voting rights are exercised in writing or electronically and a proxy is appointed to attend the shareholders' meeting, the voting rights exercised by the proxy's attendance shall prevail.
The resolution should be passed with the approval of more than half of the voting rights of the shareholders present, unless otherwise specified by the Company Act or the Articles of Incorporation of the Company.
During voting, the chairperson or their designated representative shall announce the total number of voting rights held by the shareholders present for each proposal. Shareholders will then vote on each proposal individually. On the day of the shareholders' meeting, the results of the votes—indicating those in favor, against, and abstaining—shall be entered into the Market Observation Post System.
When there are amendments or alternatives to a proposal, the chairperson shall determine the order of voting, including the original proposal.
If one of the proposals is approved, the other proposals will be considered rejected and will not require further voting.
The chairman shall appoint the personnel for vote monitoring and counting, but the vote monitors must be shareholders. Vote counting must be conducted publicly at the shareholders' meeting, and the results of the vote should be reported immediately and recorded.
The vote counting for proposals or elections at the shareholders' meeting should be conducted openly at the meeting venue. The results, including the weighted statistics, must be announced on-site immediately after the counting is completed and recorded.
Article 14 During the shareholders' meeting, when electing directors, the process should be conducted in accordance with the relevant selection regulations established by the company. The election results, including the list of elected directors with their respective votes and the list of non-elected directors with their received votes, must be announced on the spot.
The ballots from the aforementioned election must be sealed and signed by the scrutineers, properly stored, and kept for at least one year. However, if a
shareholder initiates litigation under Article 189 of the Company Act, the ballots must be preserved until the conclusion of the lawsuit.
Article 15 Resolutions of the shareholders' meeting shall be recorded in the minutes, signed or stamped by the chairperson, and distributed to all shareholders within twenty days after the meeting. The preparation and distribution of the minutes may be conducted electronically.
The distribution of the aforementioned meeting minutes may be conducted by the company through announcements on the Market Observation Post System.
Minutes should accurately record the year, month, day, location, name of the chairperson, method of resolution, key points of the proceedings, and voting results (including the weighted statistics). In the event of a board election, the voting weights for each candidate must be disclosed. These records should be permanently preserved for the duration of the company's existence.
The aforementioned resolution method should specify the voting procedure, the number of votes passed, and the proportion of voting rights.
Article 16 The number of shares solicited and the number of shares represented by proxies must be clearly disclosed at the shareholders' meeting on the day of the meeting, in a statistical table prepared in the prescribed format.
Resolutions of the shareholders' meeting that involve legal requirements or significant information as stipulated by the Taiwan Stock Exchange Corporation will be transmitted to the Market Observation Post System within the required timeframe.
Article 17 Personnel handling the affairs of the shareholders' meeting should wear identification badges or armbands.
The chairperson may direct marshals or security personnel to assist in maintaining order at the venue. When marshals or security personnel are present to assist with order, they should wear an armband or identification badge labeled "Marshal."
If the venue is equipped with sound amplification equipment, the chairperson may prohibit shareholders from speaking unless they use the equipment provided by the company.
If a shareholder violates meeting rules and does not comply with the chairperson's correction, thereby obstructing the proceedings, and fails to heed warnings, the chairperson may instruct security personnel to escort the shareholder out of the meeting venue.
Article 18 During the meeting, the chair may announce a recess at their discretion. In the event of force majeure, the chair may decide to temporarily suspend the meeting and announce the time to resume based on the situation.
The agenda set by the shareholders' meeting may, before the conclusion of the proceedings (including any temporary motions), resolve to move to another venue if the current meeting place becomes unavailable for continued use.
According to Article 182 of the Company Act, the shareholders' meeting may resolve to postpone or continue the meeting within five days.
Article 19 After shareholders have spoken, the chairperson must personally respond or designate an appropriate person to do so.
Article 20 When the government or a legal entity is a shareholder, more than one representative may attend the shareholders' meeting. If a legal entity is entrusted to attend the shareholders' meeting, it may appoint only one representative. If a corporate shareholder appoints more than one representative to attend the shareholders' meeting, only one representative may speak on the same proposal.
Article 21 This regulation shall be implemented upon approval by the shareholders' meeting, and the same applies to any amendments.
[Appendix II]
Ho Tung Chemical Corporation Articles of Incorporation
Revised on May 28th, 2025
Chapter I General Provisions
Article 1 In accordance with the regulations for joint-stock companies under the Company Act, the Company is named Ho Tung Chemical Corporation.
Article 2 The business operations of our company are as follows:
C801020 - Petrochemical Materials Manufacturing
C803990 - Other Petroleum and Coal Products Manufacturing
C802090 - Manufacture of Cleaning Preparations
F107990 - Wholesale of Other Chemical Products
F112040 - Wholesale of Petroleum Products
F107030 - Wholesale of Cleaning Supplies
F401010 - International Trade
ZZ99999 - All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company provides external endorsements and guarantees as required by its business operations and handles them in accordance with the " Regulations Governing the Handling of Endorsements and Guarantees by Public Companies " issued by the competent authority.
Article 3-1 In accordance with the Board of Directors' resolution, the company's reinvestments are not subject to the restriction in Article 13 of the Company Act, which limits total investment to no more than 40% of paid-in capital.
Article 4 The Company is headquartered in Kaohsiung City. When necessary, the Board of Directors may resolve to establish branch offices both domestically and internationally in accordance with the law.
Article 5 Deleted
[Appendix II]
Chapter II Shares
Article 6 The Company's total capital is set at NT$11 billion, divided into 1.1 billion shares, each with a par value of NT$10. The unissued shares are authorized to be issued by the Board of Directors as needed for the Company's operations.
Article 7 The Company is a publicly traded entity. After registration with the Taiwan Depository & Clearing Corporation, we are exempt from printing stock certificates.
Article 7-1 (Deleted)
Article 8 Shareholders must provide their real name and address to the Company and submit a seal impression card for record-keeping. In the event of a lost or changed seal, shareholders must submit a written application to the Company for cancellation and replacement, in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" issued by the competent authority.
Article 9 When transferring shares, the transferor and transferee must complete a share transfer application and submit it to the Company for registration.
Article 10 The transfer of shares cannot be asserted against the Company unless the transferee's full name or entity name and address are recorded in the Company's shareholder register.
Article 11 (Deleted)
Article 12 (Deleted)
Article 13 The transfer of shares will be suspended within 60 days before each annual shareholders' meeting, within 30 days before any extraordinary meeting, or within 5 days before the record date set by the Company for the distribution of dividends, bonuses, or other benefits.
Chapter III Shareholders' Meetings
Article 14 The shareholders' meetings are divided into general and extraordinary meetings. The general meeting is held once a year within six months after the end of each fiscal year. Extraordinary meetings are convened as needed in accordance with the law.
Article 15 If a shareholder is unable to attend the Shareholders' Meeting, they may issue a proxy form provided by the Company, specifying the scope of authorization for the proxy to attend on their behalf. The method for shareholders to appoint a proxy to attend shall be handled in accordance with Article 177 of the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authority.
Article 16 The Shareholders' Meeting is convened by the Board of Directors, with the Chairman of the board presiding. In the absence of the Chairman, the Vice Chairman will act as the chair. If there is no Vice Chairman or the Vice Chairman is unable to perform their duties, the Chairman will designate a Director to act as the chair. If no designation is made, the Directors will elect one among themselves to act as the chair. If the meeting is convened by a person other than the Board of Directors, that person will preside as the chair. If there are multiple conveners, they shall elect one among themselves to preside.
Article 17 Unless otherwise stipulated by law or the securities regulatory authority, each share held by a shareholder of the Company carries one voting right. When the Company convenes a Shareholders' Meeting, voting rights may be exercised in writing or electronically, in accordance with the Company Act and the regulations of the competent authority.
Article 18 Resolutions of the Shareholders' Meeting, unless otherwise stipulated by relevant laws and regulations, require the presence, either in person or by proxy, of shareholders representing more than half of the total issued shares, and must be approved by a majority of the voting rights of the shareholders present.
Article 19 Resolutions of the Shareholders' Meeting shall be recorded in the minutes, which must be signed or stamped by the chair of the meeting. The minutes shall be distributed to all shareholders within 20 days after the meeting. Distribution of the minutes may be done by posting an announcement on the Market Observation Post System.
Chapter IV Board of Directors and Audit Committee
Article 20 The Company shall have between seven and eleven Directors, adopting a the candidate nomination system and elected by the shareholders' meeting from among persons with legal capacity. Among the Directors, there must be at least three Independent Directors, constituting no less than one-fifth of the board seats. The professional qualifications, shareholding, concurrent positions, nomination and election methods, and other compliance matters for Independent Directors shall adhere to the relevant regulations of the securities authority. The Board of Directors is organized by electing a Chairman from among themselves with the attendance of at least two-thirds of the Directors and a majority vote of those present. A Vice Chairman may also be elected in the same manner. The Chairman represents the Company externally.
Article 20-1 In accordance with Article 14-4 of the Securities and Exchange Act, the Company has established an Audit Committee composed of Independent Directors. The exercise of the Audit Committee's powers and other compliance matters shall be handled in accordance with relevant laws and company regulations.
Article 20-2 The Board of Directors of the Company may establish other Functional Committees, with their organizational regulations to be formulated by the Board.
Article 21 The term of office for Directors is three years, and they may be re-elected. The total number of registered shares held by all Directors must not be less than the percentage prescribed by the competent authority in accordance with regulations.
Article 22 When the number of Director vacancies reaches one-third of the total number of Directors or when all Independent Directors are dismissed, the Board of Directors shall convene a special shareholders' meeting within 60 days to hold a by-election. The term of office for the newly elected Directors shall be limited to the remaining term of the original Directors.
Article 23 The Company's operational policies and other important matters are decided by the Board of Directors. Except for the first meeting of each term, which is convened by the Director with the most votes, all meetings are convened by the Chairman, who also serves as the chair. If the Chairman is unable to perform their duties, the Vice Chairman will act on their behalf. If there is no Vice Chairman or the Vice Chairman is unable to perform their duties, the Chairman will designate a Director to act on their behalf. If no designation is made, the Directors will elect one among themselves to act.
Article 24 The convening of the Board of Directors of the Company must specify the reasons and notify all directors seven days in advance. However, in case of emergencies, meetings may be convened at any time. The notice for convening the Board of Directors may be delivered in writing, via email, or by fax.
Unless otherwise stipulated by the Company Act, a quorum shall consist of the presence of more than half of the Directors. When a Director authorizes another Director to attend the Board meeting on their behalf, they shall issue a power of attorney for each instance, specifying the scope of authority related to the purpose of the meeting.
The aforementioned proxy is limited to acting on behalf of one principal.
Article 25 (Deleted)
Article 26 When Directors execute the Company's business, the Company shall provide salaries and allowances regardless of business profits or losses. The remuneration and travel expenses for the Company's directors are authorized to be determined by the Board of Directors, based on the Directors' level of participation in the Company's operations and the value of their contributions, with reference to industry standards.
Article 26-1 The Company may purchase liability insurance for Directors and managers during their terms of office to cover compensation liabilities arising from their business activities as required by law. The insurance amount and related matters are authorized to be determined by the Board of Directors.
Chapter V Managers
Article 27 The Company may appoint managers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter VI Final Accounts and Earnings Distribution
Article 28 The fiscal year, shall be defined as starting January 1 and ending December 31. At the end of each fiscal year, the Board of Directors shall prepare the following documents, which shall be submitted to the Audit Committee for review and the prested to the Shareholders' Meeting for approval:
- Business Report
2. Financial Statements
3. Proposal for Distribution of Earnings or Compensation of Losses
Article 29 If the Company reports a profit for the fiscal year, compensation should be distributed to directors and employees. Directors' compensation should not exceed 3% of the annual profit, the employees' compensation should be not less than 1% of the profit and at least 10% of the employees' compensation should be allocated to rank-and-file employees. In the event of accumulated losses, the Company should first retain earnings to cover such losses.
If there are any accumulated losses, the amount needed to cover them should be reserved first. The profit for the current year, as mentioned in the previous section, refers to the company's pre-tax profit before deducting employee and director compensation.
The employee compensation may be distributed in the form of stock or cash, and the recipients may include employees of affiliated or subsidiary companies that meet certain conditions. The conditions and method of distribution are authorized and determined by the Board of Directors.
Article 29-1 If the Company has a surplus at the end of the fiscal year, it shall first allocate funds for taxes in accordance with the law and cover any accumulated losses. Next, 10% of the surplus shall be set aside as the statutory surplus reserve.
When the statutory surplus reserve has reached the total amount of the Company's paid-in capital, no further allocation is required. The remaining balance, after adding the accumulated undistributed earnings from previous years and allocating or reversing special surplus reserves in accordance with relevant regulations, constitutes the accumulated distributable earnings. The Board of Directors will draft a profit distribution plan, which will be submitted to the Shareholders' Meeting for resolution according to legal procedures. The Shareholders' Meeting may decide to retain all or part of the earnings based on the business situation.
Article 30 The Company's dividend distribution is based on the profitability of the current year, with consideration of the company's future overall capital expenditure planning. Regarding dividend allocation, the cash dividend payout ratio is set at no less than 10%. If there are plans for factory expansion or future investments that require capital, the entire dividend may be distributed in the form of stock dividends.
Chapter VII Appendix
Article 31 Any matters not covered by these Articles of Incorporation should be handled in accordance with the relevant provisions of the Company Act and the Securities and Exchange Act.
Article 32 The organizational regulations and operational procedures of the Company should be separately prescribed by resolutions of the Board of Directors.
Article 33 These Articles were established by the founders on July 10, 1980. The first amendment was made on November 9, 1983; the second amendment on November 1, 1984; the third amendment on August 1, 1987; the fourth amendment on November 1, 1987; the fifth amendment on December 22, 1989; the sixth amendment on March 28, 1990; the seventh amendment on June 28, 1990; the eighth amendment on December 15, 1990; the ninth amendment on March 8, 1991; the tenth amendment on May 27, 1991; the eleventh amendment on March 3, 1992; the twelfth amendment on June 23, 1993; the thirteenth amendment on July 5, 1994; the fourteenth amendment on June 6, 1995; the fifteenth amendment on June 29, 1996; the sixteenth amendment on May 26, 1997; the seventeenth amendment on April 23, 1998; the eighteenth amendment on May 6, 1999; the nineteenth amendment on April 19, 2000; the twentieth amendment on July 19, 2000; the twenty-first amendment on May 11, 2001; the twenty-second amendment on May 6, 2002; the twenty-third amendment on November 4, 2002; the twenty-fourth amendment on April 29, 2003; the twenty-fifth amendment on December 5, 2003; the twenty-sixth amendment on June 29, 2005; the twenty-seventh amendment on June 14, 2006; the twenty-eighth amendment on June 13, 2008; the twenty-ninth amendment on June 15, 2010; the thirtieth amendment on June 10, 2011; the thirty-first amendment on June 19, 2012; the thirty-second amendment on June 19, 2014; the thirty-third amendment on June 21, 2016; the thirty-fourth amendment on June 22, 2017; and the thirty-fifth amendment on June 25, 2019. The 36th amendment was made on May 28th 2025.
60
[Appendix III]
Ho Tung Chemical Corp.
Director Election Procedures
Amended by the annual shareholders' meeting on Jun. 22, 2017.
Article 1 Unless otherwise stipulated by laws or regulations or the Company's Articles of Incorporation, the Company's election of directors shall be governed by the Procedures.
Article 2 The election of directors adopts the cumulative voting for one candidate, whose registered name may be replaced by the permit number. In the process of election, each share shall have the same voting rights as the number of directors to be elected, and one or several persons may be elected collectively.
Article 3 The Company adopts the candidate nomination system, based on which directors who have the capacity to act are elected by the shareholders' meeting. Subject to the quota stipulated in the Company's Articles of Incorporation, those who hold more electoral votes represent voting rights shall be elected as directors in turn. If two or more candidates hold the same number of votes, which exceeds the prescribed quota, those who have the same number of votes shall draw lots to decide the final quota, and the chairman will draw lots for those who are not present thereat.
Article 3-1 Non-independent directors and independent directors shall be elected together, and the number of elected candidates shall be calculated separately. At least one of the independent directors so elected shall have accounting or financial expertise.
Article 4 The chairman shall, prior to the election, designate a number of scrutineers and counting personnel to perform related duties.
Article 5 The Board of Directors shall prepare ballot tickets equal to the number of directors to be elected, add weights thereto, and distribute the same to shareholders present at the shareholders' meeting.
Article 6 With respect to the election of directors, a ballot box shall be set up by the Board of Directors and checked in public by the scrutineers before voting.
Article 7 If a candidate is a shareholder, the elector shall fill the candidate name and shareholder account number in the "Candidate" column of the ballot ticket. If a candidate is not a shareholder, the name and ID Card No. of the candidate shall be filled therein. Provided, however, that the name of government or juristic person shareholder shall be filled in the account name column of the candidate in the ballot ticket if the government or juristic person shareholder is elected,
[Appendix III]
together with the name of the government or juristic person shareholder and representative name thereof. There are more than one representative, the representative names shall be separately added thereto.
Article 8 A ballot ticket shall be invalid if:
- The ballot tickets used are not consistent with the stipulation herein.
- Any blank ballot was put into the ballot box.
- The handwriting is illegible or has been erased.
- The identity and shareholder account number do not match the shareholder register if the candidate is a shareholder; his/her name and ID Card No. do not match after verification if the candidate is not a shareholder.
- Other texts are inserted, except for filling in the candidate name and the shareholder account number or ID Card number.
- The shareholder account number or ID Card No. was not filled in for identification to the extent that the candidate name is the same as that of other shareholders.
- Two or more candidates are listed on the same ballot ticket.
Article 9 Upon voting, the votes shall be counted, and the results shall be announced by the chairman, on the spot.
Article 10 Elected directors shall be notified separately by the Board of Directors.
Article 11 Issues not stipulated in the Procedures shall be subject to the Company Act, relevant laws and regulations.
Article 12 The Procedures shall be implemented after approval by the shareholders' meeting. The same shall apply to the amendment.
Article 12-1 (Deleted)
[Appendix IV]
Ho Tung Chemical Corporation Shareholdings of the Directors
I. The Company's paid-in capital totals TWD9,918,080, with a total of 991,824,808 shares issued.
II. According to the provisions of Article 26 of the Securities and Exchange Act, the total number of shares that all Directors are required to hold is a minimum of 31,738,393 shares.
III. As of the book closure date for this shareholders' meeting, the shareholding of Individual and all Directors as recorded in the shareholders' register is as follows:
March 30, 2026
| Title | Name | Shareholding (Shares) | Shareholding (%) |
|---|---|---|---|
| Chairman | Hung Yi Investment Co., Ltd. | ||
| Representative: Li-Chiu Chang | 101,690,169 | 10.253 | |
| Board of Directors | Hung Yi Investment Co., Ltd. | ||
| Representative: Yi-Shyon Chen | |||
| Board of Directors | Hung Yi Investment Co., Ltd. | ||
| Representative: Wei-Yu Chen | |||
| Board of Directors | Hung Yi Investment Co., Ltd. | ||
| Representative: Shun-Keng Chen | |||
| Board of Directors | Yi-Ju Chen | 4,422,697 | 0.446 |
| Board of Directors | Kuo-Jung Shih | 0 | 0 |
| Independent Director | Tzu-Ming Wang | 0 | 0 |
| Independent Director | Hui-Chin Tu | 0 | 0 |
| Independent Director | Ko-Shun Wang | 0 | 0 |
| Total Number of Shares Held by All Directors | 106,112,866 | 10.699 |