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HSB — AGM Information 2026
May 18, 2026
52477_rns_2026-05-18_1e8dac0a-e9a5-484d-a877-828dbf256c25.pdf
AGM Information
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Stock Code: 5469
PSA 瀚宇博德股份有限公司
HANNSTAR BOARD CORPORATION
2026 Annual Shareholders' Meeting
Agenda Handbook
(Translation)
Notice to readers
This English-version handbook is a summary translation of the Chinese version. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Time: 9:30 a.m. on Thursday, June 18, 2026
Location: B1F, No. 9, Gongye 4th Rd., Guanyin Dist., Taoyuan City (Employee Activity Center)
HannStar Board Corporation
2026 Annual Shareholders' Meeting Handbook
Table of Contents
Chapter1. Meeting Procedure and Agenda...1
1. Reported matters...2
2. Ratification and Discussion Items...2
3. Other Matters and Extempore Motions...3
4. Adjournment...3
Chapter2. Attachment
1. 2025 Business Report...4
2. 2025 Financial Statements...7
3. Audit Committee's Review Report...26
4. 2025 Earnings Distribution...27
5. The status of the Company's investment in China...28
6. Material Transactions with Related Parties in 2025...29
7. The Status of Repurchase of the Company's Shares...30
8. List of Candidate for Directors and Independent Directors...32
9. Description of Directors for Positions in Other Companies...33
Chapter3. Appendix
1. Rules of Procedures for Shareholders' Meetings...34
2. Articles of Incorporation...37
3. Procedures for Election of Directors...40
4. Shareholdings of all Directors...41
HannStar Board Corporation
Procedure and Agenda for 2026 Annual Shareholders' Meeting
I. Type of Meeting: Physical Meeting
II. Time: 9:30 a.m. on Thursday, June 18, 2026
III. Location: B1F, No. 9, Gongye 4th Rd., Guanyin Dist., Taoyuan City (Employee Activity Center)
IV. Meeting Agenda:
1. The Meeting Called to Order
2. Chairperson's Address
3. Reported matters
(1) 2025 Business Report.
(2) Audit Committee's Review Report.
(3) Report on the 2025 Remuneration of Employees and Directors.
(4) Other Matters to be reported.
4. Ratification and Discussion Items
(1) To ratify the 2025 Business Report and Financial Statements.
(2) To ratify the 2025 Earnings Distribution.
(3) Re-election of Directors.
(4) To release the new directors from the non-competition restriction.
5. Other Matters and Extempore Motions
6. Adjournment
1
2
Reported matters
- 2025 Business Report: Please refer to Attachment 1.
- Audit Committee's Review Report: Please refer to Attachment 3.
- Report on the 2025 Remuneration of Employees and Director:
As approved by the Remuneration Committee and the Board of Directors of the Company, the remuneration of employees and directors are NT$119,533,746 (of which NT$108,272,873 was allocated to non-managerial employees, representing approximately 90.6% of the total employee compensation.) and NT$46,485,342 respectively for 2025, all of which are paid in cash.
- Other matters to be reported:
(1) The status of the Company's investment project in China that have been approved by the Investment Commission, MOEA: Please refer to Attachment 5.
(2) The material transactions between the Company and its related parties in 2025: Please refer to Attachment 6.
(3) Report on The Status of Repurchase of the Company's Shares: Please refer to Attachment 7.
(4) The shareholdings of all of the Company's directors:
a. Please refer to Appendix 4.
b. The shareholdings of all of the Company's directors have all met the requirement for the statutory shareholding ratio.
(5) Status of shareholders' proposals and nominations to the shareholders' meeting: Starting from April 2, 2026 until to April 13, 2026, no shareholders had submitted written proposals and nominations to the Company during the period in accordance with Article 172-1 and 192-1 of the Company Act.
Ratification and Discussion Items
Proposal 1 (Proposed by the Board of Directors)
Subject: To ratify the 2025 Business Report and Financial Statements.
Explanation:
- Please refer to Attachment 1 and Attachment 2.
- Proposed by the Board of Directors and reviewed by the Audit Committee.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Subject: To ratify the 2025 Earnings Distribution.
Explanation:
- Please refer to Attachment 4.
- The distribution of cash dividends shall be rounded down to the nearest New Taiwan Dollar. The aggregate of the remaining cash will be credited to Other Income by the Company.
- It is proposed to the shareholders' meeting to authorize the Chairman of the Board to stipulate all matters related to the cash dividend distribution base date and its payment.
- If there is a change in the total amount of outstanding shares after the dividend distribution, which affects the distributable amount per share, it is proposed that authorization shall be granted by the shareholders' meeting to the Chairman of the Board for adjusting the distributable amount per share in accordance with the number of outstanding shares on ex-dividend date.
Resolution:
Proposal 3 (Proposed by the Board of Directors)
Subject: Re-election of Directors.
Explanation:
- The Company's Directors of 12th term were elected at the General Meeting of Shareholders dated June 15, 2023 and the terms will soon expire. In accordance with the Article 195 of the Company Act, the Company proposes for the re-election of directors in 2026 shareholders' meeting.
- The Company proposes to elect 9 Directors (including 4 independent directors) in accordance with the Articles of Incorporation. The 3-year term of office shall start from Jun. 18, 2026 to Jun. 17, 2029.
- The Company adopted the candidate nomination system. The shareholders shall select the directors from the list of Candidate for Directors and Independent Directors. Please refer to Attachment 8.
Election:
Proposal 4 (Proposed by the Board of Directors)
Subject: To discuss the release of new Directors from the non-competition restriction.
Explanation:
- Conducted in accordance with Paragraph 1, Article 209 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the shareholders meeting the essential contents of such an act and secure its approval."
- For the Company's newly-elected directors who serve as directors or managerial officers in other companies operating
the same or similar businesses to the company, Please refer to Attachment 9.
- It is proposed that the shareholders' meeting approve the release of the newly-elected directors from non-compete restrictions on engaging in any business within the Company's business scope under Paragraph 1, Article 209 of the Company Act, as well as approve the abstention from exercise of the disgorgement rights against the directors mentioned above as of the date of serving as directors or managerial officers of other companies engaging in competing business.
Resolution:
Other Matters and Extempore Motions
Adjournment
Attachment
[Attachment 1]
HannStar Board Corporation
2025 Business Report
Dear Shareholders,
In 2025, the global economy continued to be impacted by reciprocal tariffs imposed by the United States, trade wars, geopolitical tensions, and regional conflicts. These factors exacerbated volatility in capital markets and kept inflation levels elevated, preventing a significant recovery in real purchasing power. Meanwhile, fluctuations in energy prices and persistently high raw material costs exerted pressure on industrial cost structures and the overall operating environment. Fortunately, the rapid advancement of AI technology has driven strong demand for high-performance computing and related infrastructure, creating new growth momentum for the global manufacturing industry. Currently, major industries worldwide continue to invest aggressively in AI applications, which presents growth opportunities for the PCB industry while simultaneously raising technical barriers and product requirements.
2025 marks a critical phase of structural transformation for HannStar Board Corp. To expand its footprint in the AI market, the company has significantly increased capital expenditures to replace and upgrade equipment, investing in advanced manufacturing processes. This strategy aims to optimize Server and HDI offerings while expanding existing product portfolios—including PC, Gaming, Networking, and TFT LCD—to enhance added value. By continuing to allocate more resources to cultivate and increase the proportion of AI products, the company is positioned to seize the opportunity presented by the rapid growth in demand for high-end AI products.
2025 was a year of both challenges and opportunities, as well as pressure and transformation, for HannStar Board Corp. Despite the operational hardships, through a steady management strategy, forward-looking product positioning, optimization of technology and efficiency, and an increase in market share, combined with the continuous efforts of all employees, the annual after-tax profit was approximately NT$2.923 billion, with earnings per share of approximately NT$6.05, reflecting a stable overall operational performance.
I. 2025 Business Report
(I) Implementation results of business plan:
The condensed income statements for the most recent two years as follow:
Unit: NT$ thousands (Except EPS: NT$)
| Item | 2025 | 2024 | Growth Rate (%) |
|---|---|---|---|
| Operation revenue | 57,266,203 | 41,632,032 | 37.46% |
| Gross profit | 11,284,350 | 10,178,158 | 10.87% |
| Profit from operations | 6,090,683 | 6,125,690 | -0.57% |
| Profit before income tax | 6,944,700 | 7,408,997 | -6.27% |
| Net profit for the year | 4,725,386 | 4,565,850 | 3.49% |
| Net profit attributable to shareholders of parent | 2,923,435 | 3,012,223 | -2.95% |
| Earnings per share | 6.05 | 5.91 |
(II) Budget implementation:
The Company did not disclose 2025 financial forecast, this information is not available.
(III) Financial Income and Profitability Analysis:
- Consolidated financial Income and Expense:
(1) The 2025 interest income was NT$ 1,473,318 thousand.
(2) The 2025 financial cost was NT$ 734,423 thousand.
- Analysis of profitability:
| Item | 2025 | 2024 |
|---|---|---|
| Return on total assets (%) | 5.26% | 5.90% |
| Return on equity (%) | 9.35% | 9.93% |
| Income to paid-in capital (%) | 125.27% | 126.00% |
| Pre-tax income to paid-in capital (%) | 142.84% | 152.39% |
| Profit ratio (%) | 8.25% | 10.96% |
| Earnings per share (NT$) | 6.05 | 5.91 |
(IV) Research and development status:
In response to AI development trends and market demands, the Company is dedicated to the research and development of High Layer Count and High-Speed products. For 1.6T SWITCH applications, we are studying low-loss Quartz cloth materials, hybrid bonding and sequential technologies. Furthermore, we are implementing advanced technologies such as 40-layer+ HDI, embedded-chip multilayer boards, and automated high-speed signal measurement to enhance our product capabilities. Hannstar Board continues to invest in the R&D of advanced high-frequency materials, High aspect ratios products, and fine-line circuitry to meet the requirements of AI server applications.
II. Summary of 2026 Business Report:
(I) Business policy and philosophy:
- Integrity first
- Treat Customers as Partners
- Focus and Quality as top priority
- Globalization
- Stabilization and Talent development
- Stakeholder, Employee and Social responsibility
- Collaboration
(II) Expected sales and future development strategies
Reflect on 2026, we will continue to deepen our expertise in existing product lines, including PC, Gaming, Networking, TFT LCD, Automotive, and HDI. By enhancing our technical capabilities and process proficiency, we aim to optimize our product portfolio and structure. Leveraging our strengths in scale, cost, manufacturing, and quality, we will actively maintain stable utilization rates and ensure the smooth operation of our equipment and manufacturing momentum to build economies of scale.
In addition, with the rapid development of AI-related fields, our share of AI products and market penetration continues to rise. Beyond AI servers and HDI, we are consistently increasing our investment and actively expanding into areas such as computing cards, switches, robotics, and new energy vehicles. By ensuring comprehensive technical development and a diverse product portfolio, we are positioning ourselves for stronger growth momentum in revenue and profitability in the future.
III. Impacts of the external competitive environment, regulatory environment, and overall business environment:
Looking ahead to 2026, as previously mentioned, the global PCB operating environment faces multiple challenges, including political volatility risks, rising energy and raw material costs, trade wars, and supply chain shifts. In this volatile and unpredictable market environment, the Company aims to continuously improve its operational capabilities. We will enhance our competitiveness to respond to market uncertainty and volatility through capital investment, decision-making optimization, and technical upgrades.
Regarding environmental regulations, we strictly adhere to all relevant mandates and implement rigorous controls over high-energy, high-pollution, and high-emission processes. By researching and applying new materials, innovative technologies, and low-carbon materials, as well as introducing energy-saving equipment, we aim to reduce carbon emissions and resource consumption. Simultaneously, a dedicated unit has been established to monitor environmental protection and occupational safety, reflecting our commitment to the company's sustainable development and the fulfillment of our corporate social responsibility.
Regarding labor regulations and the RBA Code of Conduct, we strictly comply with the labor laws of the regions where we operate and adopt the Responsible Business Alliance (RBA) Code of Conduct as the guiding principle for implementing our Corporate Social Responsibility (CSR) policies to adapt to evolving regulatory environments and standards.
Regarding financial regulations, International Financial Reporting Standards (IFRS), and tax regulations have been established to ensure full implementation within internal operations and their execution in daily management activities.
In response to changes in the external environment, we will continuously enhance our operational capabilities, maintain flexibility in decision-making, and accelerate execution. By applying the PDCA cycle to optimize decision content and ensuring accountability among management and staff, we will proactively address challenges and strengthen the company's competitiveness.
We would like to express our sincere gratitude to all shareholders for their long-standing support and encouragement of HannStar Board Corp. The Company's management team will continue to work hard to strengthen the operational capabilities, maintain prudent financial discipline, create healthy cash flow, and drive stable growth for the company.
Chairman: Chiao, Yu-Heng
General Manager: Tao, Cheng-Kuo
Accounting Officer: Chien, Pei-Chi
6
[Attachment 2]
2025 Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of HannStar Board Corporation
Opinion
We have audited the accompanying consolidated financial statements of HannStar Board Corporation and its subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards Generally Accepted in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor's 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2025 are stated as follows:
The Existence of Sales Revenue
The Group engages mainly in the manufacturing selling and assembling printed circuit boards. For the year ended December 31, 2025, the sales revenue of the Group was NT$57,226,203 thousand. It has been assessed that the authenticity of sales from key customers is significant to consolidated financial statements. The existence of sales revenue from key customers was considered as a key audit matter for the audit of the Group's consolidated financial statements for the year ended December 31, 2025
7
We have performed our audit procedures to understand the sale procedures of sale revenue and internal control, selecting samples to inspect external orders, shipping documents and receipt vouchers to confirm proper recognition of sales revenue and receive the payment on schedule according to transaction terms.
Other Matter
Among the subsidiaries included in the consolidated financial report, the financial statements of Lincstech Circuit Singapore Pte. Ltd. for the year ended December 31, 2025 were audited by other auditors. Our opinion, in so far as it relates to the amounts of the financial statements of Lincstech Circuit Singapore Pte. Ltd. included in our audit report issued for the above consolidated financial statements, is based on the reports of the other auditors.
The total assets of Lincstech Circuit Singapore Pte. Ltd. were NT$7,384,740 thousand, representing 6.58% of the Group’s consolidated total assets as of December 31, 2025. The operating revenue of Lincstech Circuit Singapore Pte. Ltd. from April 8, 2025 to December 31, 2025 were NT$6,874,321 thousand, representing 12.01% of the Group’s consolidated total operating revenue for the year from January 1 to December 31, 2025.
The Company has prepared its parent company only financial statements for the years ended December 31, 2025 and 2024, which we have issued an unqualified opinion with an Other Matter paragraph and an unqualified opinion, respectively, which are available for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China., and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 (ROC GAAS) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
8
As part of an audit in accordance with the Auditing Standards Generally Accepted in the Republic of China (ROC GAAS), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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 auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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.
9
The engagement partners on the audit resulting in this independent auditors’ report are KER-CHANG WU and CHIH-YI CHANG.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
10
HANNSTAR BOARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 4 and 6) | $23,136,146 | 21 | $21,158,826 | 24 |
| Financial assets at fair value through profit or loss - current (Note 4 and 7) | 746,042 | 1 | 477,897 | 1 |
| Financial assets at amortized cost-current (Note 4 and 8) | 4,188,202 | 4 | 2,921,750 | 3 |
| Notes receivable (Note 4 and 9) | 775,020 | 1 | 657,281 | 1 |
| Accounts receivable (Note 4 and 9) | 15,677,959 | 14 | 11,896,329 | 13 |
| Accounts receivable from related parties (Note 4 + 9 and 34) | 54,240 | - | 27,955 | - |
| Other receivables | 1,326,370 | 1 | 927,590 | 1 |
| Other receivables from related parties (Note 34) | 4,638 | - | 4,759 | - |
| Inventories (Note 4 and 10) | 11,540,279 | 10 | 7,604,740 | 8 |
| Other current assets (Note 19) | 609,543 | - | 301,764 | - |
| Total current assets | 58,058,439 | 52 | 45,978,891 | 51 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Note 4 and 7) | 412,459 | - | 411,478 | - |
| Financial assets at fair value through other comprehensive income- non-current (Note 4 and 11) | 10,017,347 | 9 | 7,390,884 | 8 |
| Financial assets at amortized cost- non-current (Note 4 and 8) | 12,798,398 | 11 | 14,330,152 | 16 |
| Investments accounted for using equity method (Note 4 and 13) | 4,309,075 | 4 | 4,331,997 | 5 |
| Property, plant and equipment (Note 4 and 14) | 19,150,436 | 17 | 13,364,390 | 15 |
| Right-of-use assets (Note 4 and 15) | 1,851,325 | 2 | 1,566,248 | 2 |
| Investment property (Note 4 and 16) | 640,153 | 1 | 593,189 | 1 |
| Goodwill (Note 4 and 17) | 2,508,750 | 2 | 707,039 | 1 |
| Intangible assets (Note 4 and 18) | 1,453,933 | 1 | 24,194 | - |
| Deferred income tax assets (Note 4 and 29) | 440,027 | - | 242,918 | - |
| Other non-current assets (Note 19) | 598,973 | 1 | 469,588 | 1 |
| Total non-current assets | 54,180,876 | 48 | 43,432,077 | 49 |
| TOTAL | $112,239,315 | 100 | $89,410,968 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 20) | $23,596,728 | 21 | $17,174,806 | 19 |
| Contract liabilities-current (Note 4 and 25) | - | - | 15,781 | - |
| Notes payable | 234,948 | - | 269,485 | 1 |
| Accounts payable | 11,370,484 | 10 | 6,898,301 | 8 |
| Accounts payable to related parties (Note 34) | 13,503 | - | 7,823 | - |
| Other payables (Note 21) | 5,851,348 | 5 | 4,718,537 | 5 |
| Other payables to related parties (Note 21 and 34) | 52,742 | - | 6,377 | - |
| Current income tax liabilities (Note 4 and 29) | 1,122,348 | 1 | 1,138,464 | 1 |
| Lease liabilities-current (Note 4 and 15) | 318,650 | 1 | 215,842 | - |
| Current portion of long-term borrowing (Note 20) | 104,307 | - | 678,139 | 1 |
| Other current liabilities (Note 21) | 1,185,008 | 1 | 1,040,162 | 1 |
| Total current liabilities | 43,850,066 | 39 | 32,163,717 | 36 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 20) | 11,774,670 | 10 | 7,971,551 | 9 |
| Deferred income tax liabilities (Note 4 and 29) | 1,262,806 | 1 | 981,885 | 1 |
| Lease liabilities-non-current (Note 4 and 15) | 738,289 | 1 | 463,746 | 1 |
| Other non-current liabilities (Note 21) | 1,021,694 | 1 | 414,976 | - |
| Total non-current liabilities | 14,797,459 | 13 | 9,832,158 | 11 |
| Total liabilities | 58,647,525 | 52 | 41,995,875 | 47 |
| Equity attributable to shareholders of parent share capital (Note 24) | ||||
| Share capital | ||||
| Ordinary share | 4,861,660 | 4 | 4,861,660 | 5 |
| Capital surplus | 4,556,850 | 4 | 4,290,990 | 5 |
| Retained earnings | ||||
| Legal reserve | 3,110,486 | 2 | 2,808,273 | 3 |
| Special reserve | 1,009,027 | 1 | 1,009,027 | 1 |
| Unappropriated retained earnings | 17,727,902 | 16 | 16,257,556 | 18 |
| Total retained earnings | 21,847,415 | 19 | 20,074,856 | 22 |
| Other equity interest | 5,042,038 | 5 | 3,150,355 | 4 |
| Treasury Stock | (19,588) | - | (182,034) | - |
| Total equity attributable to shareholders of parent | 36,288,375 | 32 | 32,195,827 | 36 |
| NON-CONTROLLING INTERESTS (Note 24) | 17,303,415 | 16 | 15,219,266 | 17 |
| Total equity | 53,591,790 | 48 | 47,415,093 | 53 |
| TOTAL | $112,239,315 | 100 | $89,410,968 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
HANNSTAR BOARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For The Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OPERATION REVENUE (Note 4、25 and 34) | $ 57,226,203 | 100 | $ 41,632,032 | 100 |
| OPERATION COSTS (Note 10、26 and 34) | 45,941,853 | 80 | 31,453,874 | 75 |
| GROSS PROFIT | 11,284,350 | 20 | 10,178,158 | 25 |
| OPERATING EXPENSES (Note 26 and 34) | ||||
| Selling expenses | 1,288,696 | 2 | 991,047 | 2 |
| Administrative expenses | 3,416,038 | 6 | 2,705,382 | 7 |
| Research and development expenses | 497,874 | 1 | 376,822 | 1 |
| Expected credit reversal gain (Note 9) | ( 8,941 ) | - | ( 20,783 ) | - |
| Total operating expenses | 5,193,667 | 9 | 4,052,468 | 10 |
| PROFIT FROM OPERATIONS | 6,090,683 | 11 | 6,125,690 | 15 |
| NON-OPERATING INCOME AND EXPENSES (Note 4、26 and 34) | ||||
| Interest income | 1,473,318 | 2 | 1,535,231 | 4 |
| Other income | 844,683 | 1 | 385,315 | 1 |
| Other gains and losses | ( 70,891 ) | - | 412,833 | 1 |
| Finance costs | ( 734,423 ) | ( 1 ) | ( 485,384 ) | ( 1 ) |
| Share of profit of associates accounted for using equity method | ( 658,670 ) | ( 1 ) | ( 564,688 ) | ( 2 ) |
| Total non-operating income and expenses | 854,017 | 1 | 1,283,307 | 3 |
| PROFIT BEFORE INCOME TAX | 6,944,700 | 12 | 7,408,997 | 18 |
| INCOME TAX EXPENSE (Note 4 and 29) | ( 2,219,314 ) | ( 4 ) | ( 2,843,147 ) | ( 7 ) |
| NET PROFIT FOR THE YEAR | 4,725,386 | 8 | 4,565,850 | 11 |
| OTHER COMPREHENSIVE INCOME | ||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| Gains on remeasurements of defined benefit plans | ( 9,910 ) | - | 13,260 | - |
| Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (loss) | 2,623,390 | 5 | ( 2,039,783 ) | ( 5 ) |
| Share of other comprehensive income (loss) of associates accounted for using equity method | 245,451 | - | ( 42,766 ) | - |
| 2,858,931 | 5 | ( 2,069,289 ) | ( 5 ) | |
| (Continued) |
HANNSTAR BOARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For The Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||
| Exchange differences on translation of financial statement of foreign operations | ($ 1,056,895) | ( 2 ) | $ 2,537,027 | 6 |
| Share of other comprehensive income of associates accounted for using equity method | ( 25,824) | - | 40,122 | - |
| ( 1,082,719) | ( 2 ) | 2,577,149 | 6 | |
| Other comprehensive income for the year, net of income tax | 1,776,212 | 3 | 507,860 | 1 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 6,501,598 | 11 | $ 5,073,710 | 12 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Shareholders of parent | $ 2,923,435 | 5 | $ 3,012,223 | 7 |
| Non-controlling interests | 1,801,951 | 3 | 1,553,627 | 4 |
| $ 4,725,386 | 8 | $ 4,565,850 | 11 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Shareholders of parent | $ 4,879,657 | 8 | $ 2,957,908 | 7 |
| Non-controlling interests | 1,621,941 | 3 | 2,115,802 | 5 |
| $ 6,501,598 | 11 | $ 5,073,710 | 12 | |
| EARNINGS PER SHARE (Note 30) | ||||
| Basic | $ 6.05 | $ 5.91 | ||
| Diluted | $ 6.03 | $ 5.89 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
HANNSTAR BOARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Ordinary Share | Capital surplus | Legal Reserve | Special Reserve | Unappropriated retained earnings | Exchange Differences on Translation of Financial Statements of Foreign Operations | Other Equity Unrealized gain(loss) on financial assets measured at fair value through other comprehensive income | Total | Treasury Share | Total | Non-Controlling Interests | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2024 | $ 5,284,413 | $ 4,219,051 | $ 2,540,052 | $ 1,009,027 | $14,349,158 | ( $ 1,533,453 ) | $ 4,748,025 | $ 3,214,572 | $ - | $30,616,273 | $13,876,296 | $44,492,569 |
| Appropriation of 2023 earnings | ||||||||||||
| Legal reserve | - | - | 268,221 | - | ( 268,221 ) | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | ( 845,506 ) | - | - | - | - | ( 845,506 ) | - | ( 845,506 ) |
| Changes in capital surplus from investment in associates accounted for using the equity method | - | 42,288 | - | - | - | - | - | - | - | 42,288 | - | 42,288 |
| Net profit for the year ended December 31,2024 | - | - | - | - | 3,012,223 | - | - | - | - | 3,012,223 | 1,553,627 | 4,565,850 |
| Other comprehensive income (loss) for the year ended December 31,2024, net of income tax | - | - | - | - | 16,867 | 1,641,333 | ( 1,712,515 ) | ( 71,182 ) | - | ( 54,315 ) | 562,175 | 507,860 |
| Total comprehensive income (loss) for the year ended December 31,2024 | - | - | - | - | 3,029,090 | 1,641,333 | ( 1,712,515 ) | ( 71,182 ) | - | 2,957,908 | 2,115,802 | 5,073,710 |
| Capital Reduction | ( 422,753 ) | - | - | - | - | - | - | - | 2,400 | ( 420,353 ) | - | ( 420,353 ) |
| Repurchasing Treasury Shares | - | - | - | - | - | - | - | - | ( 184,434 ) | ( 184,434 ) | - | ( 184,434 ) |
| Changes in capital surplus from investment in subsidiaries accounted for using the equity method | - | 47,930 | - | - | - | - | - | - | - | 47,930 | 68,456 | 116,386 |
| Subsidiary subscribe for treasury shares | - | ( 1,427 ) | - | - | - | - | - | - | - | ( 1,427 ) | ( 16,372 ) | ( 17,799 ) |
| Employees of subsidiary subscribe for treasury shares | - | ( 16,852 ) | - | - | - | - | - | - | - | ( 16,852 ) | 142,639 | 125,787 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | ( 967,555 ) | ( 967,555 ) |
| Disposal by the subsidiary of equity instruments measured at fair value through other comprehensive income | - | - | - | - | ( 6,965 ) | - | 6,965 | 6,965 | - | - | - | - |
| Balance at December 31, 2024 | 4,861,660 | 4,290,990 | 2,808,273 | 1,009,027 | 16,257,556 | 107,880 | 3,042,475 | 3,150,355 | ( 182,034 ) | 32,195,827 | 15,219,266 | 47,415,093 |
| Appropriation of 2024 earnings | ||||||||||||
| Legal reserve | - | - | 302,213 | - | ( 302,213 ) | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | ( 1,215,415 ) | - | - | - | - | ( 1,215,415 ) | - | ( 1,215,415 ) |
| Changes in capital surplus from investment in associates accounted for using the equity method | - | 43,966 | - | - | - | - | - | - | - | 43,966 | - | 43,966 |
| Net profit for the year ended December 31,2025 | - | - | - | - | 2,923,435 | - | - | - | - | 2,923,435 | 1,801,951 | 4,725,386 |
| Other comprehensive income (loss) for the year ended December 31,2025, net of income tax | - | - | - | - | ( 4,118 ) | ( 582,944 ) | 2,543,284 | 1,960,340 | - | 1,956,222 | ( 180,010 ) | 1,776,212 |
| Total comprehensive income (loss) for the year ended December 31,2025 | - | - | - | - | 2,919,317 | ( 582,944 ) | 2,543,284 | 1,960,340 | - | 4,879,657 | 1,621,941 | 6,501,598 |
| Repurchasing Treasury Shares | - | - | - | - | - | - | - | - | ( 273,005 ) | ( 273,005 ) | - | ( 273,005 ) |
| Changes in capital surplus from investment in subsidiaries accounted for using the equity method | - | 116,841 | - | - | - | - | - | - | - | 116,841 | 50,376 | 167,217 |
| Subsidiary subscribe for treasury shares | - | ( 29,857 ) | - | - | - | - | - | - | - | ( 29,857 ) | ( 245,147 ) | ( 275,004 ) |
| Employees of subsidiary subscribe for treasury shares | - | 35,501 | - | - | - | - | - | - | - | 35,501 | 256,435 | 291,936 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | 400,544 | 400,544 |
| Disposal by the subsidiary of equity instruments measured at fair value through other comprehensive income | - | - | - | - | 68,657 | - | ( 68,657 ) | ( 68,657 ) | - | - | - | - |
| Employees subscribe for treasury shares | - | 99,409 | - | - | - | - | - | - | 435,451 | 534,860 | - | 534,860 |
| Balance at December 31, 2025 | $ 4,861,660 | $ 4,556,850 | $ 3,110,486 | $ 1,009,027 | $17,727,902 | ($ 475,064 ) | $ 5,517,102 | $ 5,042,038 | ($ 19,588 ) | $36,288,375 | $17,303,415 | $53,591,790 |
The accompanying notes are an integral part of the consolidated financial statements.
HANNSTAR BOARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For The Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Amount | Amount | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 6,944,700 | $ 7,408,997 |
| Adjustments for: | ||
| Depreciation expense | 3,084,760 | 2,395,488 |
| Amortization expense | 149,019 | 12,110 |
| Expected credit reversal gain recognized on receivables | ( 8,941 ) | ( 20,783 ) |
| Net gain on financial assets or liabilities at fair value through profit or loss | ( 164,917 ) | ( 74,425 ) |
| Finance costs | 734,423 | 485,384 |
| Interest income | ( 1,473,318 ) | ( 1,535,231 ) |
| Dividend income | ( 203,026 ) | ( 138,642 ) |
| Share-based payment | 267,908 | 116,387 |
| Share of loss of associates accounted for using equity method | 658,670 | 564,688 |
| Loss (gain) on disposal of property, plant and equipment | 9,391 | ( 18,496 ) |
| Loss on disposal of non-current assets held for sale | - | 360,340 |
| Loss (gain) on disposal of invest | 4,660 | ( 910 ) |
| Impairment loss on inventories | 203,694 | 57,722 |
| Changes in operating assets and liabilities | ||
| Financial assets at fair value through profit or loss, mandatorily measured at fair value | 508,226 | ( 182,272 ) |
| Notes receivable | ( 69,301 ) | ( 70,187 ) |
| Notes receivable from related parties | - | 1,013 |
| Accounts receivable | ( 796,269 ) | ( 995,277 ) |
| Accounts receivable from related parties | ( 17,869 ) | 1,223 |
| Other receivable | ( 389,938 ) | 43,331 |
| Other receivable from related parties | 121 | 5,239 |
| Inventories | ( 2,277,950 ) | ( 490,820 ) |
| Other current assets | ( 140,714 ) | ( 83,997 ) |
| Other non-current assets | ( 29,757 ) | ( 286,230 ) |
| Contract liabilities | ( 15,781 ) | 7,942 |
| Notes payable | ( 34,537 ) | ( 66,641 ) |
| Accounts payable | 2,514,621 | 1,050,513 |
| Accounts payable to related parties | 5,680 | ( 3,412 ) |
| Other payable | ( 198,619 ) | 457,139 |
| Other payable to related parties | 46,365 | 584 |
| Other current liabilities | 137,250 | 131,840 |
| Other non-current liabilities | ( 124,425 ) | ( 8,613 ) |
| Cash generated from operations | 9,324,126 | 9,124,004 |
| Interest received | 1,444,122 | 1,425,054 |
| Interest paid | ( 698,231 ) | ( 442,471 ) |
| Income tax paid | ( 2,605,343 ) | ( 2,978,188 ) |
| Net cash generated from operating activities | 7,464,674 | 7,128,399 |
| (Continued) |
HANNSTAR BOARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For The Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Amount | Amount | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | ($ 483,155) | ($ 1,845,192) |
| Proceeds of financial assets at fair value through other comprehensive income | 442,811 | 23,550 |
| Received capital decreased from sale of financial assets at fair value through other comprehensive income | 7,980 | - |
| Purchase of financial assets at amortized cost | ( 3,074,250) | ( 6,619,392) |
| Proceeds from disposal of financial assets at amortized cost | 2,899,491 | 3,412,664 |
| Purchase of financial assets at fair value through profit or loss | ( 2,352,936) | ( 511,576) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 1,709,621 | 500,442 |
| Purchase of investments accounted for using equity method | ( 371,130) | ( 855,751) |
| Acquisition of subsidiaries (Note 31) | ( 4,878,143) | - |
| Proceed from disposal of non-current assets held for sale | - | 103,712 |
| Acquisition of property, plant and equipment | ( 3,251,175) | ( 3,502,511) |
| Proceeds from disposal of property, plant and equipment | 46,412 | 32,878 |
| Decrease in refundable deposits | 2,772 | 10,148 |
| Acquisition of intangible assets | ( 20,444) | ( 16,456) |
| Increase in other non-current assets | ( 552,824) | ( 460,020) |
| Dividends received | 246,278 | 198,529 |
| Net cash used in investing activities | ( 9,628,692) | ( 9,528,975) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Short-term borrowings | 6,268,223 | 5,098,907 |
| Proceeds from long-term borrowings | 8,130,144 | 9,131,417 |
| Repayments of long-term borrowings | ( 9,150,967) | ( 8,125,000) |
| Increase in guarantee deposits received | 49,452 | 68,463 |
| Repayments of the principle of lease liabilities | ( 266,510) | ( 215,932) |
| Cash dividends paid | ( 1,215,415) | ( 845,506) |
| Capital Reduction | - | ( 420,353) |
| Cost of Repurchasing Treasury Shares | ( 273,005) | ( 184,434) |
| Treasury stock transferred to employees | 434,169 | - |
| Payments of subsidiaries purchase of treasury shares | ( 275,004) | ( 17,799) |
| Treasury shares of subsidiary transferred to employees | 291,936 | 125,787 |
| Changes in non-controlling interests | 400,544 | ( 967,555) |
| Net cash flows used in financing activities | 4,393,567 | 3,647,995 |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | ( 252,229) | 1,218,858 |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,977,320 | 2,466,277 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 21,158,826 | 18,692,549 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $23,136,146 | $21,158,826 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
17
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of HannStar Board Corporation
Opinion
We have audited the accompanying parent company only financial statements of HannStar Board Corporation (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards Generally Accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements as of and for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2025 are stated as follows:
Sales Revenue Recognition
Refer to note 4 (14) for related accounting policies. Sales of goods are recognized as revenue when the customer obtains control of the goods. For the year ended December 31, 2025, the Company's sales revenue, there were 46% export sales of total sales, 74% of them are manufactured by mainland subsidiaries and then shipped to end customers. As the aforementioned sales transactions are subject to the Company's control, the sales revenue recognition of those inventories is considered as a key audit matter for the audit of the Company's parent company only financial statements for the year ended December 31, 2025.
We have performed our audit procedures to understand the Company's sales revenue control and checked the records related to external purchase orders, shipping documents, receipt of payments to confirm that sales revenue has been correctly recognized.
Other Matter
In the parent company only financial statements, certain subsidiaries accounted for using the equity method, was audited by other auditors. Therefore, in respect of the amounts included in the parent company only financial statements relating to such investees accounted for under the equity method, our opinion expressed herein, insofar as it relates to such amounts, is based on the audit reports of the other auditors. As of December 31, 2025, the carrying amount of investments accounted for under the equity method in the aforementioned investees amounted to $4,805,528 thousand, representing 8.88% of the total assets. From April 8, 2025 to December 31, 2025, the share of profit recognized from these investees amounted to $415,763 thousand, representing 13.18% of the profit before income tax.
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 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 the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report 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 (ROC GAAS) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
18
As part of an audit in accordance with the Auditing Standards Generally Accepted in the Republic of China (ROC GAAS), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements 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.
The engagement partners on the audit resulting in this independent auditors' report are KER-CHANG WU and CHIH-YI CHANG.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026
HANNSTAR BOARD CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 4 and 6) | $ 628,056 | 1 | $ 888,982 | 2 |
| Financial assets at fair value through profit or loss - current (Note 4 and 7) | 62,000 | - | 96,750 | 1 |
| Notes receivable (Note 4 and 9) | 1,008 | - | 1,407 | - |
| Accounts receivable (Note 4 and 9) | 3,062,279 | 6 | 2,448,716 | 5 |
| Accounts receivable from related parties (Note 4,9 and 32) | 148,731 | - | 85,432 | - |
| Other receivables | 45,527 | - | 29,541 | - |
| Other receivables from related parties (Note 32) | 4,185 | - | 4,876 | - |
| Inventories (Note 4 and 10) | 832,352 | 2 | 544,060 | 1 |
| Other current assets (Note 17) | 31,282 | - | 31,824 | - |
| Total current assets | 4,815,420 | 9 | 4,131,588 | 9 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income- | ||||
| non-current (Note 4 and 11) | 6,784,900 | 13 | 4,527,611 | 10 |
| Financial assets at amortized cost- non-current (Note 4 and 8) | 441,880 | 1 | 420,841 | 1 |
| Investments accounted for using equity method (Note 4 and 12) | 40,193,080 | 74 | 37,021,995 | 78 |
| Property, plant and equipment (Note 4,13 and 32) | 1,504,922 | 3 | 997,968 | 2 |
| Right-of-use assets (Note 4,14 and 32) | 267,461 | - | 51,542 | - |
| Investment property (Note 4 and 15) | 7,484 | - | 7,484 | - |
| Intangible assets (Note 4 and 16) | 11,285 | - | 9,943 | - |
| Deferred income tax assets (Note 4 and 27) | 29,626 | - | 14,531 | - |
| Other non-current assets (Note 17) | 78,292 | - | 85,675 | - |
| Total non-current assets | 49,318,930 | 91 | 43,137,590 | 91 |
| TOTAL | $ 54,134,350 | 100 | $ 47,269,178 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 18) | $ 8,520,000 | 16 | $ 8,050,000 | 17 |
| Accounts payable | 933,122 | 2 | 728,770 | 2 |
| Accounts payable to related parties (Note 32) | 1,818,314 | 4 | 1,520,069 | 3 |
| Other payables (Note 19) | 1,179,495 | 2 | 848,975 | 2 |
| Other payables to related parties (Note 19 and 32) | 48,372 | - | 412 | - |
| Current income tax liabilities (Note 4 and 27) | 149,023 | - | 123,485 | - |
| Lease liabilities-current (Note 4,14 and 32) | 73,525 | - | 14,506 | - |
| Other current liabilities (Note 19) | 37,612 | - | 40,473 | - |
| Total current liabilities | 12,759,463 | 24 | 11,326,690 | 24 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 18) | 4,521,817 | 8 | 3,370,833 | 7 |
| Deferred income tax liabilities (Note 4 and 27) | 357,969 | 1 | 328,842 | 1 |
| Lease liabilities-non-current (Note 4,14 and 32) | 193,936 | - | 37,036 | - |
| Other non-current liabilities (Note 19) | 12,790 | - | 9,950 | - |
| Total non-current liabilities | 5,086,512 | 9 | 3,746,661 | 8 |
| Total liabilities | 17,845,975 | 33 | 15,073,351 | 32 |
| Equity (Note 22) | ||||
| Ordinary share | 4,861,660 | 9 | 4,861,660 | 10 |
| Capital surplus | 4,556,850 | 9 | 4,290,990 | 9 |
| Retained earnings | ||||
| Legal reserve | 3,110,486 | 5 | 2,808,273 | 6 |
| Special reserve | 1,009,027 | 2 | 1,009,027 | 2 |
| Unappropriated retained earnings | 17,727,902 | 33 | 16,257,556 | 34 |
| Total retained earnings | 21,847,415 | 40 | 20,074,856 | 42 |
| Other equity interest | 5,042,038 | 9 | 3,150,355 | 7 |
| Treasury Stock | ( 19,588 ) | - | ( 182,034 ) | - |
| Total equity | 36,288,375 | 67 | 32,195,827 | 68 |
| TOTAL | $ 54,134,350 | 100 | $ 47,269,178 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
HANNSTAR BOARD CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For The Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OPERATION REVENUE (Note 4, 23 and 32) | $ 8,665,892 | 100 | $ 7,258,096 | 100 |
| OPERATION COSTS (Note 10 and 32) | 7,407,561 | 86 | 6,108,801 | 84 |
| GROSS PROFIT | 1,258,331 | 14 | 1,149,295 | 16 |
| OPERATING EXPENSES (Note 32) | ||||
| Selling expenses | 123,773 | 1 | 128,395 | 2 |
| Administrative expenses | 480,697 | 6 | 332,858 | 5 |
| Research and development expenses | 31,275 | - | 24,030 | - |
| Expected credit loss (Note 9) | 5,246 | - | 1,190 | - |
| Total operating expenses | 640,991 | 7 | 486,473 | 7 |
| PROFIT FROM OPERATIONS | 617,340 | 7 | 662,822 | 9 |
| NON-OPERATING INCOME AND EXPENSES (Note 4,24 and 32) | ||||
| Interest income | 46,271 | 1 | 61,541 | 1 |
| Other income | 157,033 | 2 | 122,646 | 2 |
| Other gains and losses | ( 35,538 ) | - | 153,614 | 2 |
| Finance costs | ( 249,091 ) | ( 3 ) | ( 204,025 ) | ( 3 ) |
| Share of profit of associates accounted for using equity method | 2,618,348 | 30 | 2,507,151 | 35 |
| Total non-operating income and expenses | 2,537,023 | 30 | 2,640,927 | 37 |
| PROFIT BEFORE INCOME TAX | 3,154,363 | 37 | 3,303,749 | 46 |
| INCOME TAX EXPENSE (Note 4 and 27) | ( 230,928 ) | ( 3 ) | ( 291,526 ) | ( 4 ) |
| NET PROFIT FOR THE YEAR | 2,923,435 | 34 | 3,012,223 | 42 |
| OTHER COMPREHENSIVE INCOME | ||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| Gains on remeasurements of defined benefit plans | ( 9,910 ) | - | 13,260 | - |
| Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (loss) | 1,999,778 | 23 | ( 1,410,298 ) | ( 19 ) |
| Share of other comprehensive income (loss) of associates accounted for using equity method | 549,298 | 6 | ( 298,610 ) | ( 4 ) |
| 2,539,166 | 29 | ( 1,695,648 ) | ( 23 ) |
(Continued)
HANNSTAR BOARD CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For The Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| Share of other comprehensive income (loss) of associates accounted for using equity method | ($ 582,944) | ( 7 ) | $ 1,641,333 | 22 |
| Other comprehensive income (loss) for the year, net of income tax | 1,956,222 | 22 | ( 54,315 ) | ( 1 ) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 4,879,657 | 56 | $ 2,957,908 | 41 |
| EARNINGS PER SHARE (Note 28) | ||||
| Basic | $ 6.05 | $ 5.91 | ||
| Diluted | $ 6.03 | $ 5.89 |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
HANNSTAR BOARD CORPORATION AND SUBSIDIARIES
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Share | Capital surplus | Retained Earnings | Other Equity | Treasury Shares | Total | |||||
| Legal Reserve | Special Reserve | Unappropriated retained earnings | Exchange Differences on Translation of Financial Statements of Foreign Operations | Unrealized gain(loss) on financial assets measured at fair value through other comprehensive income | Total | |||||
| Balance at January 1, 2024 | $ 5,284,413 | $ 4,219,051 | $ 2,540,052 | $ 1,009,027 | $14,349,158 | ($ 1,533,453) | $ 4,748,025 | $ 3,214,572 | $ - | $30,616,273 |
| Appropriation of 2023 earnings | ||||||||||
| Legal reserve | - | - | 268,221 | - | (268,221) | - | - | - | - | - |
| Cash dividends | - | - | - | - | (845,506) | - | - | - | - | (845,506) |
| Changes in capital surplus from investment in associates accounted for using the equity method | - | 42,288 | - | - | - | - | - | - | - | 42,288 |
| Net profit for the year ended December 31,2024 | - | - | - | - | 3,012,223 | - | - | - | - | 3,012,223 |
| Other comprehensive income (loss) for the year ended December 31,2024, net of income tax | - | - | - | - | 16,867 | 1,641,333 | (1,712,515) | (71,182) | - | (54,315) |
| Total comprehensive income (loss) for the year ended December 31,2024 | - | - | - | - | 3,029,090 | 1,641,333 | (1,712,515) | (71,182) | - | 2,957,908 |
| Capital Reduction | (422,753) | - | - | - | - | - | - | - | 2,400 | (420,353) |
| Repurchasing Treasury Shares | - | - | - | - | - | - | - | - | (184,434) | (184,434) |
| Changes in capital surplus from investment in subsidiaries accounted for using the equity method | - | 47,930 | - | - | (6,965) | - | 6,965 | 6,965 | - | 47,930 |
| Subsidiary subscribe for treasury shares | - | (1,427) | - | - | - | - | - | - | - | (1,427) |
| Employees of subsidiary subscribe for treasury shares | - | (16,852) | - | - | - | - | - | - | - | (16,852) |
| Balance at December 31, 2024 | 4,861,660 | 4,290,990 | 2,808,273 | 1,009,027 | 16,257,556 | 107,880 | 3,042,475 | 3,150,355 | (182,034) | 32,195,827 |
| Appropriation of 2024 earnings | ||||||||||
| Legal reserve | - | - | 302,213 | - | (302,213) | - | - | - | - | - |
| Cash dividends | - | - | - | - | (1,215,415) | - | - | - | - | (1,215,415) |
| Changes in capital surplus from investment in associates accounted for using the equity method | - | 43,966 | - | - | - | - | - | - | - | 43,966 |
| Net profit for the year ended December 31,2025 | - | - | - | - | 2,923,435 | - | - | - | - | 2,923,435 |
| Other comprehensive income (loss) for the year ended December 31,2025, net of income tax | - | - | - | - | (4,118) | (582,944) | 2,543,284 | 1,960,340 | - | 1,956,222 |
| Total comprehensive income (loss) for the year ended December 31,2025 | - | - | - | - | 2,919,317 | (582,944) | 2,543,284 | 1,960,340 | - | 4,879,657 |
| Repurchasing Treasury Shares | - | - | - | - | - | - | - | - | (273,005) | (273,005) |
| Changes in capital surplus from investment in subsidiaries accounted for using the equity method | - | 116,841 | - | - | 68,657 | - | (68,657) | (68,657) | - | 116,841 |
| Subsidiary subscribe for treasury shares | - | (29,857) | - | - | - | - | - | - | - | (29,857) |
| Employees of subsidiary subscribe for treasury shares | - | 35,501 | - | - | - | - | - | - | - | 35,501 |
| Employees subscribe for treasury shares | - | 99,409 | - | - | - | - | - | - | 435,451 | 534,860 |
| Balance at December 31, 2025 | $ 4,861,660 | $ 4,556,850 | $ 3,110,486 | $ 1,009,027 | $17,727,902 | ($ 475,064) | $ 5,517,102 | $ 5,042,038 | ($ 19,588) | $36,288,375 |
The accompanying notes are an integral part of the parent company only financial statements.
HANNSTAR BOARD CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| For The Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Amount | Amount | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 3,154,363 | $ 3,303,749 |
| Adjustments for: | ||
| Depreciation expense | 156,728 | 137,707 |
| Amortization expense | 6,454 | 3,546 |
| Expected credit loss recognized on receivables | 5,246 | 1,190 |
| Net gain on financial assets at fair value through profit or loss | ( 19,000 ) | ( 43,380 ) |
| Finance costs | 249,091 | 204,025 |
| Interest income | ( 46,271 ) | ( 61,541 ) |
| Share-based payment | 100,691 | - |
| Dividend income | ( 123,568 ) | ( 91,041 ) |
| Share of profit of associates accounted for using equity method | ( 2,618,348 ) | ( 2,507,151 ) |
| Loss on disposal of invest | 11,508 | - |
| Loss (gain) on disposal of property, plant and equipment | ( 217) | 2,835 |
| Impairment (gain) loss on inventories | 62,900 | ( 21,700 ) |
| Changes in operating assets and liabilities | ||
| Financial assets at fair value through profit or loss, mandatorily measured at fair value | 42,242 | - |
| Notes receivable | 399 | 647 |
| Accounts receivable | ( 618,809 ) | ( 303,893 ) |
| Accounts receivable from related parties | ( 63,299 ) | ( 24,114 ) |
| Other receivable | ( 16,120 ) | ( 12,703 ) |
| Other receivable from related parties | 691 | 2,374 |
| Inventories | ( 351,192 ) | ( 226,763 ) |
| Other current assets | 542 | 3,703 |
| Other non-current assets | ( 72 ) | ( 3,887 ) |
| Accounts payable | 204,352 | 203,819 |
| Accounts payable to related parties | 298,245 | 118,449 |
| Other payable | 97,967 | 138,292 |
| Other payable to related parties | 6,807 | 163 |
| Other current liabilities | ( 2,861 ) | 18,377 |
| Cash generated from operations | 538,469 | 842,703 |
| Interest received | 45,712 | 32,397 |
| Interest paid | ( 246,113 ) | ( 199,871 ) |
| Income tax paid | ( 191,358 ) | ( 405,218 ) |
| Net cash generated from operating activities | 146,710 | 270,011 |
| (Continued) |
HANNSTAR BOARD CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| For The Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Amount | Amount | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at amortized cost | ($ 20,346) | ($ 94,695) |
| Purchase of financial assets at fair value through other comprehensive income | (257,511) | (683,583) |
| Purchase of investments accounted for using equity method | (1,000,323) | (299,999) |
| Acquisition of property, plant and equipment | (371,331) | (268,144) |
| Proceeds from disposal of property, plant and equipment | 665 | 1,021 |
| Increase in refundable deposits | (798) | (400) |
| Acquisition of intangible assets | (7,796) | (10,483) |
| Dividends received | 703,959 | 727,332 |
| Net cash used in investing activities | (953,481) | (628,951) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Short-term borrowings | 470,000 | 3,110,000 |
| Proceeds from long-term borrowings | 1,150,000 | 3,975,000 |
| Repayments of long-term borrowings | - | (5,125,000) |
| Increase in guarantee deposits received | 2,840 | 2,270 |
| Repayments of the principle of lease liabilities | (22,744) | (13,637) |
| Cash dividends paid | (1,215,415) | (845,506) |
| Capital Reduction | - | (420,353) |
| Cost of Repurchasing Treasury Shares | (273,005) | (184,434) |
| Treasury stock transferred to employees | 434,169 | - |
| Net cash flows used in financing activities | 545,845 | 498,340 |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | (260,926) | 139,400 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 888,982 | 749,582 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 628,056 | $ 888,982 |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
[Attachment 3]
Audit Committee's Review Report
The Board of Directors has prepared and submitted the 2025 business report, financial statements (including consolidated and parent company only financial statements), and earnings distribution proposal. The Board of Directors has appointed CPAs Wu, Ker-Chang and Chang, Chih-Yi of Deloitte Taiwan to audit the financial statements, and they have submitted an audit report, which presents fairly the financial position of the Company. After having audited the above-mentioned business report, financial statements and earnings distribution proposal, the Audit Committee does not consider that there is any disagreement. Therefore, an audit report is provided as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
HannStar Board Corporation
Convener of the Audit Committee: Lu, Chi-Chant
2026/4/28
26
[Attachment 4]
HannStar Board Corporation
2025 Earnings Distribution
Unit: NT$
| Abstract | Amount |
|---|---|
| Beginning balance of undistributed earnings | $ 14,739,926,301 |
| profit | $ 2,923,434,823 |
| Less: Determine the remeasurement amount of the welfare plan in the retained earnings | (4,117,335) |
| Plus : Adjustment of retained earnings for investments under the equity method | 68,657,258 |
| Total comprehensive income | 2,987,974,746 |
| Less: 10% legal reserve | (298,797,475) |
| Accumulated distributable earnings | 17,429,103,572 |
| Distribution: | |
| Shareholders' bonus - cash dividend (NT$2.52 per share) | 1,225,138,320 |
| Undistributed earnings at the end of the period | $ 16,203,965,252 |
Note: As of the book closure date for the Annual Shareholders' Meeting, the total number of common shares issued is 486,166,000 shares (including 227,000 shares of treasury stock).
Chairman: Chiao, Yu-Heng
General Manager: Tao, Cheng-Kuo
Accounting Officer: Chien, Pei-Chi
[Attachment 5]
HannStar Board Corporation
The status of the Company's investment in China
2026/03/31
| Entity | Capital
(Unit: US$ thousands) | Holding Ratio | Main Operation or Business Items |
| --- | --- | --- | --- |
| HannStar Board Tech.(Jiangyin) Corp. | USD 283,970 | 100% | PCB production and sales |
| GHPW Enterprise Corporation (CQ) Ltd. | USD 24,000 | 15% | Software/ Hardware Development & Services and Property Management |
[Attachment 6]
HannStar Board Corporation
Material Transactions with Related Parties in 2025
Transactions involving purchases and sales with related parties, as well as the provision or receipt of labor or technical services, where the aggregate annual transaction amount reaches $5\%$ or more of the Company's most recent consolidated total assets or net consolidated operating revenue for the most recent fiscal year; acquisitions or disposals of real property or right-of-use assets thereof from or to related parties; or acquisitions or disposals of assets other than real property or right-of-use assets thereof with related parties, where the transaction amount reaches $20\%$ or more of the Company's paid-in capital, $10\%$ or more of total assets, or NT$300 million or more, are summarized as follows:
| Date of Board Approval | 2025/02/11 | 2025/08/06 | 2025/10/29 |
|---|---|---|---|
| Name and Nature of the Subject Matter | Shares of Career Technology (Mfg.) Co., Ltd. | Shares of Global Brands Manufacture Ltd. | Lease subject matter (plant · office&parking space) located at No. 8, Taoke 10th Road, Neighborhood 1, Baiyu Village, Guanyin District, Taoyuan City |
| Actual Transaction Amount | NTD 371,130,494 | NTD 611,839,425 (Note 1) | NTD 189,686,778 (Increase right-of-use assets) (Nots 2) |
| Counterparty | Career Technology (Mfg.) Co., Ltd. | Global Brands Manufacture Ltd. | Career Technology (Mfg.) Co., Ltd. |
| Relationship between the Counterparty and the Company | Affiliated Enterprises | Related party | Affiliated Enterprises |
| Original Acquisition Date and Price, the Original Counterparty, and its Relationship with the Company and Related Parties Thereof | N/A | N/A | N/A |
| Purpose, Necessity and Anticipated Benefit of the Acquisition or Disposal of Assets | Long-term investment | Long-term investment | For use as production plant and location meets operational needs. |
| Reason for Choosing the Related Party as a Counterparty | cash capital increase | cash capital increase | Location meets operational needs. |
| Valuation Report/CPA's Opinion | N/A | N/A | N/A |
| Transaction Restrictions and Other Important Provisions | None | None | None |
Note 1: In participating in the cash capital increase of Global Brands Manufacture Ltd., the Company subscribed for 8,157,859 newly issued shares in proportion to its original shareholding and additionally acquired shares as a designated subscriber in the cash capital increase offering, resulting in a total acquisition of 8,389,230 shares. The total subscription amount was NT$629,192,250.
Note 2: Prior to the increase in leased area, the carrying amount of the right-of-use asset was NT$51,236,200. Following the increase in leased area, the carrying amount of the right-of-use asset increased to NT$240,922,978.
[Attachment 7]
HannStar Board Corporation
The Status of Repurchase of the Company's Shares
- Repurchases already completed:
| Treasury stocks | 8th | 9th | 9th |
|---|---|---|---|
| Purpose of buy-back | Transfer to employees | Transfer to employees | Transfer to employees |
| Timeframe of buy-back | 2024/03/28~2024/04/11 | 2025/05/05~2025/05/09 | 2025/09/17~2025/10/14 |
| Price range(NTD) | 57~70 per share | 40~65 per share | 75~88 per share |
| Class, quantity of shares repurchased | 3,000,000 shares (Note2) | 2,000,000 shares | 2,000,000 shares |
| Value of shares repurchased | NTD 184,434,463 | NTD 100,371,468 | NTD 172,633,060 |
| Quantity of repurchased shares as a percentage of total shares to be repurchased | 100% | 100% | 100% |
| Shares sold / transferred | 3,000,000 shares (Note3) | 2,000,000 shares (Note4) | 1,773,000 shares (Note5) |
| Accumulated number of company shares held | 0 share | 0 share | 227,000 shares |
| Percentage of total company shares held | 0% | 0% | 0.05% |
Note1: As of the book closure date for the Annual Shareholders' Meeting, the total number of common shares issued is 486,166,000 shares (including 227,000 shares of treasury stock).
Note2: The number of shares conversion for cash capital reduction in 2024 was 2,760,000 shares.
Note3: 2025/08/21 transferred 953,000 shares; 2025/09/30 transferred 1,807,000 shares.
Note4: 2025/08/21 transferred 953,000 shares; 2025/09/30 transferred 1,047,000 shares.
Note5: 2026/01/02 transferred 1,773,000 shares.
- Any repurchase still in progress: None.
HannStar Board Corporation
8th Plan of Transferring the Repurchased Shares to Employees
Established on 2024/03/27
Amended on 2024/04/29
Amended on 2024/12/04
Article 1 To motivate employees and to enhance internal cohesion of the Company, the Company adopts the Rules in accordance with Article 28-2 of R.O.C. Securities and Exchange Act and the Guidelines for Repurchase of Shares by Listed and OTC Companies. The Company will follow the guidelines and related regulation for the purchase of treasury stocks and the process of transferring those stocks to employees.
Article 2 The shares which is repurchased for the purpose of transferring to employees are common shares issued by the Company. Unless otherwise regulated by other relevant laws or regulations, the rights and obligations of those shares are as same as other outstanding common shares issued by the Company.
Article 3 The repurchased shares, following the rules, will be transferred to employees in one time or in several times within 5 years from the date of repurchase.
Article 4 Employees who are eligible to be the assignee of the repurchased shares should be employed by the Company before the subscription date, including full-time employees of the Company and its subsidiaries. Employees' subscription ratio and number of shares are determined based on employees' title, salary, years of service, performance, and their contribution to the Company. The qualifications of the transferee in the preceding paragraph and the number of shares that can be subscribed shall be decided in accordance with the relevant laws and regulations at the time of the transfer, taking into account the Company's operational needs and business development strategies and guidelines, and shall also take into account the total amount of repurchased shares held by the Company on the subscription base date and a single employee factors such as the upper limit of the number of shares to be subscribed, shall be formulated by the human resources department in accordance with the principles in the preceding paragraph, and shall be decided by the board of directors, and shall not be authorized by the chairman of the board. Employees with manager status in the stock subscription list shall be submitted to the Remuneration Committee for discussion and then submitted to the board of directors for approval; non-manager employees shall be submitted to the Audit Committee for discussion and then submitted to the board of directors for approval. The subsidiary mentioned in the first paragraph refers to a subsidiary which the company directly or indirectly holds more than 50% of the subsidiary's voting shares.
Article 5 The transfer procedure of this share repurchase program is described as follows:
- The Company publicly announces it is going to repurchase outstanding shares and will execute within the implemented period following the Board of Directors' resolution.
- The board of directors shall determine the employee's stock subscription base date, the criteria for the number of shares to be subscribed, the subscription payment period, the content of rights and restrictions, and other operational matters in accordance with this Plan.
- Employees who do not make payment of shares subscription within the subscription period are deemed abstention. The remaining unsubscribed shares shall be referred to other employees by the board of director in the subscription operations or within the transfer period in Article 3, and it shall report to the Audit Committee or Remuneration Committee for review before submitting board resolutions.
- The Company will complete the related registration based on the actual number of shares subscribed by employees.
Article 6 The share repurchased is transferred to the employees at an average price of the actual repurchased costs and the cost of fund (calculated based on the fixed interest rate of one-year time deposit of China Post Co., Ltd.) However, before transfer, if there is an increase or decrease in the issued ordinary shares of the Company, the transfer price may be adjusted within the range of the increase or decrease of the issued shares. Transfer price adjustment formula: (Calculate and rounds up to NT cents) Adjusted transfer price = average actual repurchased price x (total number of ordinary shares at the completion of the company's repurchase of shares ÷ total number of ordinary shares before the company transfers the repurchased shares to employees) + cost of fund
Note: 2024 capital reduction, NT$0.8 will be reduced per share, 920 shares will be exchanged for every 1,000 shares (that is, 80 shares will be reduced for every 1,000 shares)
Article 7 After the repurchased shares are being transferred and registered under the employees' names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares.
Article 8 The taxes and fees incurred for shares transferred in accordance with the Guidelines shall be handled in accordance with the laws and regulations and the relevant operations of the Company at the time of transfer.
Article 9 The Guidelines are effective after resolved by the Board of Directors. In the future, if there is any change of laws or regulations by the government authority, or any necessary changes attributable to the objective environment, the Company shall amend the Guidelines after reporting to the Board of Directors and receiving approval from Board of Directors.
Article 10 The Rules shall be reported to the Shareholders meeting, and the same shall apply when revised.
31
[Attachment 8]
HannStar Board Corporation
List of Candidate for Directors and Independent Directors
| No. | Nominated Position | Name | Educational Background and Experience | Current positions | Shareholding (Unit: share) |
|---|---|---|---|---|---|
| 1 | Director | Chiao Yu-Heng | Golden Gate University MBA | ||
| Vice General Manager and Vice Chairman of Walsin Lihwa Corp. | Chairman and CEO of HannStar Board Corp., Global Brands Manufacture Ltd., Walton Advanced Engineering, Inc.; Chairman of Walsin Technology Corp., Prosperity Dielectrics Co., Ltd., Info-Tek Corp. and Silitech Technology Corp.; Chairman (Representative of juristic person Director) of Inpaq Technology Co., Ltd.; Vice Chairman and General CSO of Career Technology (Mfg.) Co., Ltd.; Director of Walsin Lihwa Corp. and Lincstech Circuit Singapore Pte. Ltd.; Juristic Person Director Representative of Cheng Cheng Enterprise Co., Ltd. | 11,873,404 | |||
| 2 | Director | Walsin Technology Corp.: | |||
| Lai Wei-Chen | National ChiaoTung University Dept. of management science | ||||
| General Manager of Operations of HannStar Board Corp. | Juristic Person Director Representative of Hannstar Board Corp. and Global Brands Manufacture Ltd.; Chairman of Career Technology (Mfg.) Co., Ltd. | 102,950,543 | |||
| 3 | Director | Walsin Technology Corp.: | |||
| Tao, Cheng-Kuo | Chinese Culture University Graduate Institute of Pulp and Paper-Printing Science | ||||
| Deputy President of Baishuo Computer (Suzhou) Co., Ltd. | President of HannStar Board Corp. and Global Brands Manufacture Ltd.; President and Juristic Person Director Representative of HannStar Board Tech.(Jiangyin) Corp.; Juristic Person Director Representative of Chuan Yi Computer (Shenzhen) Co., Ltd., Yi-Kuan Electronics (Shenzhen) Co., Ltd., Dong Guan CMK Global Brands Manufacture Ltd., and Chuan Yi Computer (Chongqing) Co., Ltd.; Director of Lincstech EPC Co., Ltd., Lincstech Circuit Malaysia Sdn. Ltd. and Lincstech Circuit Singapore Pte. Ltd.; Juristic Person Director Representative of Lincstech Co., Ltd.; Director of Lincstech YGA Co., Ltd. | 102,950,543 | |||
| 4 | Director | Chin Xin Investment Co., Ltd. | Juristic person director of Hannstar Board Corp., Winbond Electronics Corp., Walsin Lihwa Corp., Nuvoton Technology Corp., Huanyu Investment Co., Ltd., Theaceae Conservation Corp., Glorystone Inc. | Juristic person director of Hannstar Board Corp., Winbond Electronics Corp., Walsin Lihwa Corp., Nuvoton Technology Corp., Huanyu Investment Co., Ltd., Theaceae Conservation Corp., Glorystone Inc. | 17,249,459 |
| 5 | Director | Xing Xing Investment Co., Ltd.: | |||
| Chen, Chao-Ju | National Chengchi University Master's degree in diplomacy | ||||
| Special assistant in chairman's office of Walsin Lihwa Corp. | Juristic Person Director Representative of Global Brands Manufacture Ltd.;Chairman of PSA Charitable Foundation, PSAVVG Charitable Foundation, PSA technology award scholarship; Director of Jiangsu PSA Charitable Foundation | 10,463,520 | |||
| 6 | Independent Director | Lu Chi-Chant (Note) | National Taiwan University Department of Mechanical Engineering | ||
| Qualified CPA; Accountant of Deloitte & Touche Taiwan | |||||
| Independent Director of Global Brands Manufacture Ltd. | Independent Director of Hannstar Board Corp., Lealea Enterprise Co., LTD. | 0 | |||
| 7 | Independent Director | Yeung, Shun-Meng | Graduate Diploma in Financial Management, Singapore Institute of Management | ||
| Director, Business Development, Treasury & Trade Solutions, Citibank Asia Pacific | Chief Business Officer, Infinitium Holdings Pte Ltd. | ||||
| Director, Arthazen Capital Pte Ltd (Singapore) | 0 | ||||
| 8 | Independent Director | Yuan Jun-Tang (Note) | University of Waterloo MSEE | ||
| Independent Director of Global Brands Manufacture Ltd. | Independent Director of Hannstar Board Corp.; Director of Yuan-Yuan Industrial Co., Ltd., Pacific Electric Wire and Cable Co., Ltd. | 0 | |||
| 9 | Independent Director | Lee, Yi-Hsin | Duke University School of Law, Master of Laws; National Taiwan University | ||
| Department of Law, Head of Legal Dept. of Taipei Fubon Commercial Bank, Senior Vice President, Regulatory Compliance Function of HSBC Bank (Taiwan) Ltd., Qualified Lawyer | Independent Director of Hannstar Board Corp. | 0 |
Note: Reasons for Nominating for Three Consecutive Terms as Independent Director:
Independent Director Lu Chi-Chant and Yuan Jun-Tang has sufficient professional knowledge and practical experience. They have many years of deep understanding of the Company. They continue to be nominated as an independent director candidate to leverage their expertise to provide professional advice and supervision to the Board of Directors.
[Attachment 9]
HannStar Board Corporation
Description of Directors for Positions in Other Companies
| Name | Positions in Other Companies | |
|---|---|---|
| Chiao, Yu-Heng | Walsin Technology Corp. | Chairman |
| Silitech Technology Corp. | Chairman | |
| Prosperity Dielectrics Co., Ltd. | Chairman | |
| Info-Tek Corp. | Chairman | |
| Global Brands Manufacture Ltd. | Chairman and CEO | |
| Walton Advanced Engineering, Inc. | Chairman and CEO | |
| Inpaq Technology Co. | Chairman (Juristic Person Director Representative) | |
| Career Technology (Mfg.) Co., Ltd. | Vice Chairman and General CSO | |
| Walsin Lihwa Corp. | Director | |
| Lincstech Circuit Singapore Pte. Ltd. | Director | |
| Cheng Cheng Enterprise Co., Ltd. | Juristic Person Director Representative | |
| Walsin Technology Corp. | Inpaq Technology Co. | Chairman |
| Prosperity Dielectrics Co., Ltd. | Director | |
| Walton Advanced Engineering, Inc. | Director | |
| Silitech Technology Corp. | Director | |
| Walsin New Energy Corp. | Director | |
| Falcon Automation Equipment Corp. | Chairman | |
| Walsin Technology Corp.: Lai, Wei-Chen | Global Brands Manufacture Ltd. | Juristic Person Director Representative |
| Career Technology (Mfg.) Co., Ltd. | Chairman (Juristic Person Director Representative) | |
| Walsin Technology Corp.: Tao, Cheng-Kuo | Global Brands Manufacture Ltd. | President |
| Chuan Yi Computer (Shenzhen) Co., Ltd. | Juristic Person Director Representative | |
| Yi-Kuan Electronics (Shenzhen) Co., Ltd. | Juristic Person Director Representative | |
| Dong Guan CMK Global Brands Manufacture Ltd. | Juristic Person Director Representative | |
| Chuan Yi Computer (Chongqing) Co., Ltd. | Juristic Person Director Representative | |
| Lincstech EPC Co., Ltd. | Director | |
| Lincstech Circuit Malaysia Sdn. Ltd. | Director | |
| Lincstech Circuit Singapore Pte. Ltd. | Director | |
| Lincstech Co., Ltd. | Juristic Person Director Representative | |
| Lincstech YGA Co., Ltd. | Director | |
| Xing Xing Investment Co., Ltd. | Global Brands Manufacture Ltd. | Director |
| Chin Xin Investment Co., Ltd. | Winbond Electronics Corp. | Director |
| Nuvoton Technology Corp. | Director | |
| Lu, Chi-Chant | Lealea Enterprise Co., Ltd. | Independent Director |
| Yuan, Jun-Tang | Pacific Electric Wire and Cable Co., Ltd. | Chairman |
Appendix
[Appendix 1]
HannStar Board Corporation
Rules of Procedures for Shareholders' Meetings
Amended and approved by the annual shareholders' meeting on June 15, 2023
Article 1. Unless otherwise specified by law, the Company's shareholders' meetings (including physical shareholders meeting and video shareholder meeting), shall proceed according to the Rules.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
Article 2. Whenever the Rules refer to shareholders, they include the shareholders as well as any representative attending as their proxy.
Article 3. The shareholders shall be notified 30 days prior to the date of a general shareholders' meeting and 15 days prior to the date of a special shareholders' meeting. The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. For shareholders holding less than 1,000 inscribed stocks, notification may be given by announcement on the MOPS 30 days prior to the date of a general shareholders' meeting (15 days prior to the date of a special shareholders' meeting).
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
The Company shall specify in its shareholders' meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance log to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares represented during the meeting is calculated based on the total amount registered in the attendance log or the sign-in cards collected plus the amount of shares where voting rights are exercised in writing or through electronic means.
The Company shall deliver the meeting agenda, annual report, attendance permit, speaker's slip, voting ballot and other meeting materials to the shareholders attending the shareholders' meeting. If directors are to be elected, ballots shall also be provided.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person has been delegated to attend the shareholders' meeting, only one person should be delegated as proxy.
Article 4. The number present for any quorum and voting at a shareholders' meeting shall be calculated based on the number of shares represented.
Article 5. The attending shareholders (or proxies) shall wear attendance permits.
Article 6. The location of shareholders' meetings shall be the Company's current location or such other place that is convenient for shareholders to attend. The meetings shall not commence earlier than 9 a.m. or later than 3 p.m.
Article 7. In accordance with Article 182-1 of the Company Act, if a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one person to serve as chair. For shareholders' meetings convened by any authorized party other than the Board of Directors, the convener will act as the meeting chair. If there are two or more conveners at the same time, one shall be appointed among themselves to chair the meeting.
When a Managing Director or a Director serves as chair, as referred to in the preceding paragraph, the Managing Director or Director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person Director that serves as chair.
Article 8. The Company may designate the appointed lawyer, accountant or related personnel to attend the shareholders' meeting. Organizers of the shareholders' meeting must wear proper identification or arm badges.
Article 9. The chair may instruct pickets (or security personnel) to help maintain order in the meeting. The pickets (or security personnel) shall wear armbands with the word "picket" when trying to maintain order.
Article 10. Participants in the shareholders' meeting may not carry any items which might harm the safety of others' lives, bodies, liberty, or property.
Article 11. The chair may direct the police to help maintain order at the meeting place.
Article 12. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The aforementioned recordings shall be kept for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 13. The chair shall announce the commencement of the meeting as soon as the appointed time arrives, and announce the non-voting rights and numbers present of shares. However, if those in attendance represent less than half of the Company's current outstanding shares, the chair may announce to postpone the meeting up to two times, for a period totaling no more than 1 hour. If the meeting has been postponed two times but the shareholders present still do not represent a majority of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act by shareholders representing one-third of the total amount of issued shares. Before the end of the meeting, if the number of shares represented by the shareholders reaches more than half of the total number of issued shares, the chair shall make a false resolution and re-invited the meeting to vote in accordance with the provisions of Article 174 of the Company Act.
Article 14. If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors. The chair shall not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. After the meeting is adjourned, the shareholders shall not elect another chair to continue the meeting at the original or another venue.
Article 14-1: Shareholders holding more than 1% of the total number of issued shares can submit a proposal of shareholders' meeting to the Company in writing. The proposal, acceptance, review, etc. are handled in accordance with the Company Act and relevant laws and regulations.
Article 15. When a shareholder attends the meeting wishes to speak, he or she shall first fill out a speaker's slip, specifying therein the major points of his or her speech, account number (or number appeared on attendance pass) and account name. The chair shall determine the sequence of shareholders' speeches. A shareholder who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. If the contents of speech are inconsistent with the contents of speaker's slip, the contents of speech shall prevail. The speech of a proxy shall conform to the approved limited power of attorney, the proxy document, and public notices, and except as otherwise provided by law, shareholders agree to the speech or votes exercised by their proxy as authoritative. When a shareholder attends the shareholders' meeting, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor. The chair shall stop any violation.
Article 16. Each shareholder shall speak no more than twice, for 5 minutes each, on the same agenda item unless otherwise agreed by the chair. If a shareholder violates the above provisions or his or her speech exceeds the scope of the motion, the chair may prevent him/her from doing so.
Article 17. When appointing a juristic person to attend an annual general shareholders' meeting, such juristic person may only designate one person as representative. Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per agenda item. The chair may stop any violation.
Article 18. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 19. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.
Article 20. Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the resolution of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. Voting rights of shareholders shall be calculated according to the provisions of the Company Act or the Company's Articles of Incorporation. When the company holds a shareholders' meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means in accordance with the provisions of the Company Act and the rules set forth by the competent authority. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If any resolution is passed, all other proposals shall be deemed rejected and no further voting is necessary.
Article 21. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the company. Vote counting for proposals or elections at a shareholders' meeting shall be conducted in public at the place of the meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. The election of Directors at a shareholders' meeting shall be
35
held in accordance with the applicable election and appointment rules adopted by the company and the voting results shall be announced on-site immediately, including the names of those elected and non-elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 22. The chair may put the meeting in recess at appropriate times.
Article 23. During a shareholders' meeting, in the event of an air raid alarm, earthquake, or other act of force majeure, the chair shall immediately declare the meeting ceased, and order all present to take appropriate proactive measures to evacuate, then when the cause for the cessation of the meeting ends, the chair may determine whether to resume the meeting.
Article 24. Any matter not provided in these Rules and Procedures shall be handled in accordance with the Company Act and relevant regulations as well as the Articles of Incorporation of the company.
Article 25. These Rules shall take effect after approval by the shareholder meeting and the same procedure shall apply when they are amended.
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[Appendix 2]
HannStar Board Corporation
Articles of Incorporation
Amended and approved by the annual shareholders' meeting on June 18, 2025
Chapter I General Principles
Article 1. The Company is organized in accordance with the Company Act and named as HannStar Board Corporation
Article 2. The Company's business is as follows:
I. CC01080 Electronic Parts and Components Manufacturing.
II. F119010 Wholesale of Electronic Materials.
III. F219010 Retail Sale of Electronic Materials.
IV. CB01010 Machinery and Equipment Manufacturing.
V. F113010 Wholesale of Machinery.
VI. F213080 Retail Sale of Other Machinery and Equipment.
VII. CQ01010 Die Manufacturing.
VIII. F106030 Wholesale of Die.
IX. F206030 Retail Sale of Die.
X. I103060 Management Consulting Services.
XI. F401010 International Trade.
XII. H701010 Housing and Building Development and Rental.
XIII. I301010 Software Services Industry
XIV. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
XV.
Article 3. The Company may provide endorsements/guarantees to external parties for business needs.
Article 4. The Company shall be exempt from the restrictions that the total investment amount shall not exceed 40% of the paid-up capital.
Article 5. The Company set up its headquarters in Taoyuan City. When necessary, it may set up branch offices domestically or abroad with a resolution by the Board of Directors.
Article 6. Public announcements of the Company shall be duly made in accordance with Article 28 of the Company Act. However, where laws and regulations of the securities competent authority provide otherwise, such provisions shall govern.
Chapter II Shares
Article 7. The Company's total capital is set at NT$ 7 billion, divided into 700 million shares at NT$ 10 par value. The Board of Directors is authorized to issue the unissued shares based on actual requirements. For the amount of capital referred to in the previous paragraph, NT$ 200 million of which may be used to issue share subscription warrant, special shares subscription under outstanding ancillary special share subscription warrants or shares subscription under outstanding corporate bonds vested with share subscription rights, 20 million shares in total, the par value of each share is NT$ 10. Multiple issues are allowed. The Board of Directors shall adjust the respective quotas of share subscription warrant, special shares subscription under outstanding ancillary special share subscription warrants or shares subscription under outstanding corporate bonds vested with share subscription rights issued by resolution in accordance with the capital market conditions and operational needs, and when the Company's shares may legally be repurchased, the Board of Directors is authorized to do so in accordance with laws and regulations.
Article 8. The Company's stock is issued using registered method and is signed and sealed by three or more Directors. It is issued after being legally signed and verified. The Company may be exempted from printing any stock certificate for the shares issued. However, the Company shall appoint a centralized securities custody enterprise/institution to make registration of such shares.
Article 9. The Company's shareholder services are performed according to Regulations Governing the Administration of Shareholder Services of Public Companies and other related laws and regulations.
Chapter III Shareholders' Meetings
Article 10. The shareholders' meetings of the Company are classified into two types. The general shareholders' meetings shall be annually convened by the Board within 6 months from the end of each fiscal year in accordance with the relevant laws and regulations. The special shareholders' meetings shall be convened in accordance with the relevant laws and regulations, whenever is necessary.
Article 11. If a shareholder is unable to attend the shareholders' meeting in person, a proxy can be appointed by completing the Company's proxy form and by specifying the scope of delegated authority. Representation by proxy, unless otherwise provided in Article 177 of the Company Act, shall be governed by the provisions of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies propagated by the securities competent authority.
Article 11-1 When the Company holds a shareholders' meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means in accordance with the provisions of the Company Act and the rules set forth by the competent authority. The company's shareholders meeting may be held by video conference or other methods announced by the competent authority. The shareholders' meeting can be held by means of visual
37
communication network or other methods promulgated by the central competent authority.
Article 12. Unless other provided by the laws and regulations, for the voting right of the shareholders of the Company, shareholders shall enjoy one vote for each share held.
Article 13. Unless otherwise regulated by law, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
Article 13-1 The Company's employee stock option certificates shall be reported to the employee stock option certificates. The subscription price of the stock shall be calculated at the rate of the closing price of the shares that have been issued at less than half of the total number of issued shares, and the shares shall be agreed by the shareholders' meeting by more than two-thirds of the voting rights of the attending shareholders who represent a majority of the issued shares of the Company. The issuer is allowed to register multiple issues over a period of 1 year from the date of the shareholders' resolution.
Article 13-2 The treasury shares bought back by the company may be transferred to the employees at a price lower than the average price paid for the shares. The resolution for such transfer shall be adopted with the concurrence of over two-thirds of votes exercised by the shareholders present at the shareholders' meeting who represent a majority of the issued shares of the company.
Chapter IV Board of Directors and the Audit Committee
Article 14. There shall be seven to eleven Directors, including Independent Directors shall be at least three, representing one fifth or more of all Directors with a term of 3 years and shall be elected by the shareholders at the shareholders' meeting and shall be eligible for re-election. The shareholding ratio of all Directors shall be subject to the provisions of the securities competent authority. The candidate nomination system shall be followed for election of Directors of the Company. The shareholders shall elect Directors from the list of Director Candidates. Matters related to the qualifications, shareholdings, restrictions on part-time jobs, nomination, election and other compliance-related requirements for Independent Directors shall be handled in accordance to relevant regulations announced by the competent authority.
Article 15. The Board shall consist of the Directors and a Chairman which the Directors shall select from among themselves The Chairman shall represent the Company externally. A Vice Chairman may be established to assist the Chairman.
Article 16. Board Meetings shall be convened by the Chairman. The reasons for convening a Board meeting shall be notified to each Director at least 7 days in advance. However, in the event of an emergency, the meeting may be convened at any time. The meeting of the notice may be delivered in written, fax, or electronic form. Unless otherwise provided by the Company Act, a resolution of the Board of Directors shall be adopted by the consent of a majority of the Directors in attendance at the meeting where a majority of the total number of Directors presents. A Director may authorize another Director as his/her proxy in attending a Board meeting. However, one proxy can only represent one other Director during a meeting.
Article 17. In case the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, his/her representative shall be selected according to Article 208 of the Company Act.
Article 18. The Company shall pay the remuneration of Directors regardless of the Company operates at a profit or loss, the remuneration is authorized by the Board of Directors to determine the level of participation and contribution value of directors to the company's operations according to the deliberation of the compensation and remuneration committee, and shall be determined by reference to the standard of the industry domestic or abroad.
Within the Directors' terms of office, the Company may purchase liability insurance for the Directors' liability which shall be taken within the scope of their business according to laws, with reference to the standard of the industry domestic or abroad.
Article 19. The powers and duties of the Board of Directors are as follow:
I. Convening the shareholders' meeting and execution of its resolutions.
II. Decision-making regarding the business plans.
III. Review of various articles and important contracts.
IV. Approval of the Company's important property and the establishment and disposal of material properties.
V. The appointment and discharge of the Company's personnel holding positions of Vice President (including) or above.
VI. The establishment and dissolution of branches.
VII. Review of budget and business report.
VIII. Decisions on other important matters.
Article 20. Deleted.
Article 20-1 The Company shall set up the Audit Committee as per Article 14-4 of the Securities and Exchanges Act. The Audit Committee shall be composed of the entire number of Independent Directors. The powers, duties and other compliance-related requirements of the Audit Committee shall be governed by the Company Act, Securities and Exchange Act and other related laws and regulations.
Chapter V Managers
Article 21. The company shall have one President and several Vice Presidents. The appointment, discharge and remuneration shall be done in accordance with Article 29 of the Company Act.
Chapter VI Accounting
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Article 22. The fiscal year of the Company shall be from January 1 to December 31. The company makes final accounts at the end of each fiscal year.
Article 23. The Company's Board of Directors shall prepare (1) business report, (2) financial statements and (3) profit distribution or deficit compensation proposal after the end of each fiscal year and forward them to the annual shareholders' meeting for approval.
Article 23-1 If there is profit at the end of each fiscal year, a ratio from 2% to 10% of profit of the current year shall be distributable as employees' compensation (The amount of employee compensation shall be allocated with not less than 50% distributed to non-executive employees.) and no more than 2% shall be distributable as Directors' remuneration. However, if the Company still records a cumulative loss, its profit shall first be used to make up the loss. The employee compensation referred to in the preceding paragraph shall be distributed in the form of stock or cash as resolved by the Board of Directors, and may include employees of subsidiary companies who meet certain criteria.
Article 24. The Company's surplus at the end of the accounting year shall be first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal capital reserve and special capital reserve by law or reversal. The remainder plus previous retained earnings shall be allocated as bonus for shareholders at the Board's proposal and subject to approval at the shareholders' meeting.
Article 24-1 Profit distribution of the Company shall be governed by Article 24 of the Company's Articles of Incorporation, of the dividend and bonus distributable to shareholders, 0%~50% shall be distributed in the form of cash while 50%~100% shall be distributed in stocks; however, when the Company has enough cash to cover the expenditure for the current year, the aforementioned ratio of dividend distributable in cash may be raised to 100%.
Chapter VII Supplementary Provisions
Article 25. Any matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act.
Article 26. The Company's various articles and rules of procedure are prescribed separately.
Article 27. The Articles of Incorporation were formulated and agreed upon by all founders on Feb 27, 1989. The 1st amendment was made on Jun. 14, 1990. The 2nd amendment was made on Oct. 13, 1990. The 3rd amendment was made on Mar. 7, 1992. The 4th amendment was made on Jun. 20, 1994. The 5th amendment was made on Sep. 15, 1998. The 6th amendment was made on Jan. 25, 1999. The 7th amendment was made on May 31, 1999. The 8th amendment was made on Mar. 7, 2001. The 9th amendment was made on Mar. 7, 2001. The 10th amendment was made on Apr. 8, 2002. The 11th amendment was made on May 27, 2003. The 10th amendment was made on Apr. 29, 2004. The 11th amendment was made on Apr. 7, 2005. The 14th amendment was made on Jun. 14, 2006. The 15th amendment was made on Jun. 15, 2007. The 16th amendment was made on Jun. 13, 2008. The 17th amendment was made on Jun. 16, 2009. The 18th amendment was made on Jun. 17, 2010. The 19th amendment was made on Jun. 10, 2011. The 20th amendment was made on Jun. 15, 2012. The 21st amendment was made on Jun. 19, 2014. The 22nd amendment was made on Jun. 15, 2016. The 23rd amendment was made on Jun. 21, 2017. The 24th amendment was made on June 14, 2022. The 25th amendment was made on June 18, 2025.
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[Appendix 3]
HannStar Board Corporation
Procedures for Election of Directors
Passed by the annual shareholders' meeting on July 7, 2021
Article 1. The Directors of the Company shall be elected in accordance with the Rules specified herein.
Article 1-1: The candidate nomination system shall be followed for election of Directors in the Company. The shareholders shall elect Directors from the list of Director Candidates.
Article 2. When electing Directors, each share shall be empowered with voting rights equal to the number of elected Directors. These voting rights may be concentrated on one candidate or separated across a number of candidates. Candidates with the highest number of votes shall be elected as the Directors. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 3. During the election, the chair may appoint attending shareholders as scrutineers, the tellers shall be appointed by the chair to perform their respective duties.
Article 4. When the Company establishes Independent Directors in accordance with its Articles of Association, the Independent Directors of the Company shall also be elected in accordance with the Rules specified herein. The election of Independent Directors and the election of non-independent Directors shall be conducted at the same time, and the number of winners calculated separately. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 5. The ballots shall be prepared by the Board of Directors, and the elector's attendance card number and the weighted number of voting rights shall be stated on the ballots.
Article 6. The ballots are invalid under any of the following circumstances, the weighted number of
- The ballot was not prepared by a person with the right to convene.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate whose name is entered in the ballot does not conform to the director candidate list.
- Other words or marks are entered in addition to the number of voting rights allotted.
Article 7. The voting rights shall be calculated on site immediately after the end of the poll under the supervision of the scrutineers, and the results of the calculation shall be announced by the chair on site.
Article 8. The Board of Directors of the Company shall issue notifications to the persons elected as directors individually.
Article 9. Matters not provided herein shall be subject to provisions of the Company's Articles of Association, Rules of Procedure for Shareholders' Meetings, the Company Act and other applicable laws and regulations.
Article 10. These Rules are implemented upon the approval of the shareholders' meeting, and the same to the amendments.
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[Appendix 4]
HannStar Board Corporation
Shareholdings of all Directors
- In accordance with Article 26 of Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares held by all directors other than independent directors of the Company shall be 15,557,312.
- As of the book closure date, the shareholding of directors recorded in the shareholder register is as follows:
2026/4/20
| Title | Name | Shareholding (shares) | Ratio to all shares outstanding (%) |
|---|---|---|---|
| Chairman | Chiao, Yu-Heng | 11,873,404 | 2.44 |
| Director | Walsin Technology Corporation Representative: Lai, Wei-Chen | 102,950,543 | 21.18 |
| Director | Walsin Technology Corporation Representative: Wu, Yung-Hui | 102,950,543 | 21.18 |
| Director | Xing Xing Investment C. Ltd. Representative: Chiao, Tzu-Yu | 10,463,520 | 2.15 |
| Director | Chin Xin Investment Co., Ltd. Representative: Chou, Chih-Chung | 17,249,459 | 3.55 |
| Independent Director | Lu, Chi-Chant | 0 | 0.00 |
| Independent Director | Wang, Kuo-Cheng | 0 | 0.00 |
| Independent Director | Yuan, Jun-Tang | 0 | 0.00 |
| Independent Director | Lee, Yi-Hsin | 0 | 0.00 |
| Number of Shares Held by All Directors | 142,536,926 | 29.32 |
Note1: As of the book closure date for the Annual Shareholders' Meeting, the total number of common shares issued is 486,166,000 shares (including 227,000 shares of treasury stock).
Note2: The Company has established an Audit Committee, so the provisions on the minimum percentage requirements for the shareholding of supervisors shall not apply.