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HUXEN — Proxy Solicitation & Information Statement 2026
May 15, 2026
52081_rns_2026-05-15_0683c2f8-a5c4-4987-847b-e30260324f0d.pdf
Proxy Solicitation & Information Statement
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Stock Code: 2433
Huxen Corporation
2026 General Shareholders' Meeting
Meeting Handbook
Date of Shareholders' Meeting: 9:00 a.m., Tuesday, June 16, 2026
Meeting Venue: 3F., No. 2, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City
(Physical Shareholders' Meeting)
(Multi-functional Conference Room, Aurora Plaza)
Table of Contents
One. Meeting Procedure...1
Two. Meeting Agenda
I. Announcements
(I) 2025 Business Report...2
(II) Audit Committee's Review Report on Huxen's 2025 Financial Statements...5
(III) Report on the 2025 Employees' Compensation Distribution of Huxen Corporation...6
(IV) Report on Cash Dividends from The Company's 2025 Earnings Distribution...7
II. Proposed Resolutions
(I) Proposal for the Ratification of the 2025 Business Report and Financial Statements...8
(II) Proposal for the Ratification of the 2025 Earnings Distribution Plan...30
III. Discussions
(I) Reformulate Rules of Procedure for Shareholders' Meetings, Submitted for Deliberation...32
(II) Amendment to Rules of Procedure for Election of Directors, Submitted for Deliberation...45
IV. Extempore Motions...47
V. Adjournment
Three. Appendix
I. Articles of Incorporation...48
II. Rules of Procedure for Shareholders' Meetings...57
III. Rules of Procedure for Election of Directors...73
IV. Current Shareholding of Directors...76
Huxen Corporation
Procedures for the 2026 General Shareholders’ Meeting
I. Reporting the Number of Shares Represented at the Meeting
II. Meeting Called to Order
III. Chairman's Remarks
IV. Announcements
V. Proposed Resolutions
VI. Discussion Items
VII. Extempore Motions
VIII. Adjournment
[Announcements]
I. 2025 Annual Business Report of the Company
Huxen Corporation
2025 Annual Business Report
The Company focuses on the development and stable operation of its main business, maintains its existing competitiveness, and reinforces its resource integration to seek breakthroughs and improve its growth and profits. The following is a summary of the Company's business results for 2025 and plans for 2026:
I. 2025 Operating Results
(I) Actual results of operations:
- In 2025, consolidated operating revenue was NT$2,718,776 thousand, net profit after tax was NT$440,194 thousand, and earnings per share (EPS) after tax was NT$3.05. The table of comparative income is as follows:
Unit: NTD In Thousands
| Item/Year | 2025 | 2024 | Increase (Decrease) | |
|---|---|---|---|---|
| Operating Revenue | Consolidated | 2,718,776 | 2,759,859 | (41,083) |
| Parent company only | 1,467,660 | 1,399,478 | 68,182 | |
| Net Income After Tax (attributable to parent company) | 440,194 | 473,390 | (33,196) | |
| Earnings Per Share After Tax (NTD) | 3.05 | 3.28 | (0.23) |
- Regarding the consolidated financial structure, the current ratio was 207% and the debt-to-assets ratio was 44%, both of which remain sound.
(II) Operating Performance Review:
The Company upholds a business strategy focused on its core operations. In 2025, EPS after tax decreased by NT$0.23 compared to the previous year, individual operating revenue grew by 5% year-on-year, and consolidated operating revenue decreased by 1%.
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II. 2026 Annual Plan and Future Development Strategy
(I) In response to global economic trends and the overall business environment:
According to forecasts by major Taiwanese economic research institutions, Taiwan's economic outlook for 2026 will continue to exhibit a pattern of "moderate growth both domestically and externally." Buoyed by corporate profit growth and an investment surge driven by AI technology, the domestic market is undergoing a structural upgrade. However, due to persistent uncertainties including global geopolitical crises, U.S. tariff policies, and global trade volatility, domestic consumer confidence in Taiwan may be indirectly affected.
In the face of current challenges, the Company will leverage its digital transformation initiatives and sound financial position, adopting a three-in-one business strategy of "technology deepening, business expansion, and risk management." The Company will continue to develop digitalized services and AIoT (Artificial Intelligence of Things) solutions, utilizing flexible and customized capabilities to create and address the diverse needs of large, medium, and small enterprises, thereby building a differentiated competitive advantage for short-to-medium-term growth.
Additionally, in response to the government's active guidance of enterprises toward the ESG era, the Company continues to integrate energy-saving and carbon-reduction equipment and services for offices, assisting enterprises in adapting to regulatory changes and meeting ESG requirements in environmental protection, social responsibility, and corporate governance. To this end, the Company simultaneously requires its suppliers to comply with these standards while also introducing energy-saving and carbon-reduction hardware and software products, continuously building the best partnership and investment platform for customers, business partners, shareholders, and society as a whole.
Looking ahead to 2026, the Company will approach macro-environmental variables with cautious optimism, proactively seizing market opportunities arising from prevailing trends, and continuing to satisfy customers through its value-added integration platform – extending the needs of existing loyal customers and expanding the development of new customers through “One-Stop Office Integration Services.”
(II) The Company's business development strategy is as follows:
The Company's market development strategy for 2026 is centered on dual-track development focusing on ESG net-zero transition and digital empowerment opportunities, regarded as the key growth momentum for actively accumulating energy in the short-to-medium term.
- ESG Net-Zero Transition
(1) Environmental Visualization Services: Utilizing @Remote IoT technology and "Smart Customer Service" digital tools to provide customers with a visualized "Green Report," promoting low-energy-consumption office
equipment and carbon-reduction services with document digitalization to expand business opportunities.
(2) Low-Carbon Office Solutions: Transforming print volume management into a carbon-reduction strategy, assisting enterprise customers in achieving efficient, low-carbon operational goals in 2026 – the inaugural year of carbon fee collection.
- Digital Empowerment Opportunities: Shifting to “Subscription-Based” and “Hardware-Software Integration” Services
(1) From Selling Equipment to Selling Services: The industry focus is shifting from hardware sales to cloud-based subscription models (SaaS), such as promoting cloud office solutions for photocopiers, addressing enterprise pain points in maintenance and upgrades while lowering implementation barriers.
(2) IoT and Cybersecurity Integration: As mobile office practices – including document digitalization, roaming printing, and mobile extensions – become increasingly widespread, the security of device-to-cloud connectivity has become a key consideration for enterprises when selecting service providers.
(3) Service Platformization and Intelligent Transformation: Continuing to focus on increasing the installed base of office equipment and, through a digital service value-added platform combined with online and offline intelligent customer service, meeting the diverse needs of customers.
Refined service and customer satisfaction are the foremost principles of Huxen’s operations. We continuously strengthen our professional and refined service across pre-sales, in-sales, and after-sales stages, ensuring customers enjoy and are satisfied with the services provided by the Company, and becoming trusted partners in mutual success.
III. Conclusion
Looking ahead to 2026, the Company will leverage over 40 years of expertise and resources in the office equipment and ICT market, continuing to adapt to emerging trends and develop diversified integrated services. We aspire to become the “Best Provider of Digital Office Integration Services,” helping enterprises move toward an intelligent, low-carbon, and sustainable future, and realizing the vision of an efficient, low-carbon office. The Company is confident in its ability to continue delivering superior performance for all shareholders, in return for their continued support and trust.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
[Announcements]
II. Audit Committees' Review Report on Huxen's 2025 Financial Statements
Audit Committee's Review Report
The Board of Directors has submitted the 2025 Annual Business Report, financial reports, and earnings distribution proposal of the Company for review. The financial reports have been audited by Deloitte & Touche, appointed by the Board of Directors, and an audit report has been issued accordingly.
The said business report, financial statements, and the proposal for earnings distribution have been audited by the Audit Committee and determined to be in compliance with the Company Act and other relevant laws and regulations. The Audit Committee's Report is hereby prepared in accordance with Article 219 of the Company Act. Hereby presented for review
To:
Huxen Corporation 2025 Annual General Shareholders' Meeting
Convener of the Audit Committee
Chen, Chen-Mei
March 11, 2026
[Announcements]
III. Report on the 2025 Employee Compensation Distribution of Huxen Corporation
Explanatory:
The Company proposes to distribute NT$4,820,000 in cash as employee compensation for 2025, with 40% allocated to base-level employees, totaling NT$1,928,000. There is no difference from the estimated amount in the year in which the expense is recognized.
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[Announcements]
IV. Report on Cash Dividends from The Company's 2025 Earnings Distribution
Explanatory:
(I) Pursuant to Article 29 of the Company's Articles of Incorporation, the Board of Directors is authorized to resolve that all or part of the dividends and bonuses to be distributed shall be paid in cash.
(II) From the 2025 distributable earnings (including undistributed earnings from prior years), the Company shall distribute shareholder dividends totaling NT$390,139,230 as cash dividends at NT$2.70 per share, and the Chairman is authorized to determine the dividend record date separately.
(III) According to the distribution ratio, the current cash dividends shall be calculated up to the dollar and rounded down below the dollar. The total distribution amount less than NT$1 shall be included in other income for the company.
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[Proposed Resolutions]
[Proposal I]
Subject: Proposal for the Ratification of the 2025 Business Report and Financial Statements.
[Proposed by the board of directors]
Explanatory Notes:
(I) The Company's 2025 Annual Business Report and the financial reports audited and certified by CPAs Huang Hai-Yueh and Chi Jui-Chuan of Deloitte & Touche have been submitted to the Audit Committee for review, and the Audit Committee has issued its review report accordingly.
(II) The Annual Business Report and financial reports are attached as follows:
-
Annual Business Report
[Please refer to pages 2–4] -
Parent Company Only Balance Sheet
[Please refer to page 13] -
Parent Company Only Statement of Comprehensive Income
[Please refer to page 14-16] -
Parent Company Only Statement of Changes in Equity
[Please refer to page 17] -
Parent Company Only Statement of Cash Flow
[Please refer to pages 18–19] -
Consolidated Balance Sheet
[Please refer to page 24] -
Consolidated Statement of Comprehensive Income
[Please refer to page 25-26] -
Consolidated Statement of Changes in Equity
[Please refer to Page 27] -
Consolidated Statement of Cash Flows
[Please refer to page 28-29]
Attachments:
1. Audit Committee’s Review Report
[Please refer to page 5]
-
Auditor’s Report (Parent Company Only)
[Please refer to pages 9-12] -
Auditor’s Report (Consolidated)
[Please refer to pages 20-23]
(III) Submitted for approval.
Resolutions:
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Auditor’s Report (Parent Company Only)
To Huxen Corporation:
Opinion
We have audited the financial report of Huxen Corporation, (the Company) which comprises the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In the auditors’ opinion, the aforementioned individual financial statements present fairly, in all material respects, the individual financial position of Huxen Corporation as of December 31, 2025 and 2024, and its individual financial performance and individual cash flows for the years ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We are entrusted to conduct the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for certified Public Accountant in Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
The key audit matters are those matters that, in the professional judgment of the auditors, were of most significance in the audit of the individual financial statements of Huxen Corporation for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Parent Company only Financial Report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters.
The key audit matters identified in the audit of the individual financial statements of Huxen Corporation for the year ended December 31, 2025 are described as follows:
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Key audit matter: sales revenue
The main business of the Company is the purchase, sale and lease of multi-function printers. Revenue per transaction from the sale of multi-function printers, peripherals, and consumables is large and variable compared to rental revenue that is generally collected on a monthly basis. Hence, this type of revenue is expected to be highly risky and has a material impact on the financial statements. The primary risk is whether the revenue was actually earned and; accordingly, we have identified this as a key audit matter.
Please refer to Note 4 (12) for the accounting policy on operating revenue.
We understand and have tested the design, implementation and effectiveness of internal controls over the recognition of sales revenue. We also selected appropriate samples from sales transactions (revenue from sales of multi-function printers, peripherals and consumables) and reviewed the transaction applications, signed receipt documents from customers, and we has checked whether the recipients were the same as the counterparties in order to confirm whether there were material misstatements in sales revenue.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the Parent Company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, 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 members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial report as a whole is free from material misstatement, whether due
to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards 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 this parent company only financial report.
As part of an audit in accordance with the auditing standards., we exercise professional judgement and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial report, 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 a sufficient understanding of internal controls relevant to the audit in order to design audit procedures appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Huxen Corporation's internal controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Huxen Corporation to cease to be able to continue as a going concern.
- Evaluate the overall presentation, structures and contents of the parent company only financial report, including the disclosures, and whether the financial report
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represents the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the parent company only financial information of the entities or business activities within the Company to express an opinion on the parent company only financial report. 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, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the Company ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's 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.
Deloitte & Touche
CPA: Huang, Hai-Yue
CPA: Chih, Jui-Chuan
Approval Number of Securities and
Futures Commission
Tai-Tsai-Cheng-Liu-Tzu number
0920131587
Approval number of the Financial
Supervisory Commission
Chin-Kuan-Cheng-Shen-Tzu number
1060023872
March 11, 2026
Huxen Corporation
Parent Company Only Balance Sheet
As of December 31, 2025 and 2024
Unit: NTD In Thousands
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash (Note 4 and 6) | $ 100,798 | 2 | $ 94,939 | 2 |
| 1120 | Financial assets at fair value through other comprehensive income – current (Note 4 & 7) | 530,257 | 9 | 592,530 | 10 |
| 1150 | Notes receivable (Notes 4, 8, and 20) | 36,495 | 1 | 36,924 | 1 |
| 1172 | Accounts receivable (Notes 4, 8, and 20) | 79,370 | 1 | 81,539 | 1 |
| 1180 | Accounts receivable – related parties (Notes 4, 8, 20, and 27) | 29,235 | 1 | 29,950 | 1 |
| 1200 | Other receivables (Note 4 & 27) | 2,001 | - | 2,555 | - |
| 130X | Inventories (Note 4 & 9) | 239,767 | 4 | 199,407 | 3 |
| 1479 | Other current assets | 3,046 | - | 2,115 | - |
| 11XX | Total current assets | 1,020,969 | 18 | 1,039,959 | 18 |
| Non-current assets | |||||
| 1550 | Investments accounted for using the equity method (Note 4, 10 & 28) | 3,915,331 | 69 | 4,006,522 | 70 |
| 1600 | Property, plant and equipment (Note 4, 11 & 27) | 416,948 | 7 | 334,940 | 6 |
| 1755 | Right-of-use assets (Notes 4, 12 & 27) | 34,690 | 1 | 40,948 | 1 |
| 1760 | Investment property (Note 4, 13 & 28) | 224,150 | 4 | 225,706 | 4 |
| 1821 | Other intangible assets (Note 4 & 14) | 523 | - | 270 | - |
| 1840 | Deferred income tax assets (Notes 4 & 22) | 40,329 | 1 | 35,405 | 1 |
| 1990 | Refundable deposits (Note 27) | 7,158 | - | 7,427 | - |
| 15XX | Total non-current assets | 4,639,129 | 82 | 4,651,218 | 82 |
| 1XXX | Total assets | $5,660,098 | 100 | $5,691,177 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term loans (Notes 15) | $ 810,000 | 14 | $ 450,000 | 8 |
| 2110 | Short-term bills payables (Notes 15) | - | - | 199,989 | 4 |
| 2170 | Accounts payable (Note 16) | 86,718 | 2 | 91,761 | 2 |
| 2180 | Accounts payable – related parties (Note 16 & 27) | 634 | - | 874 | - |
| 2219 | Other payables (Note 17 & 27) | 84,484 | 2 | 78,466 | 1 |
| 2230 | Current tax liabilities (Note 4 & 22) | 17,136 | - | 22,398 | - |
| 2280 | Lease liabilities – current (Note 4, 12 & 27) | 16,873 | - | 20,352 | - |
| 2300 | Other current liabilities (Note 17) | 47,771 | 1 | 26,249 | 1 |
| 21XX | Total current liabilities | 1,063,616 | 19 | 890,089 | 16 |
| Non-current liabilities | |||||
| 2540 | Long-term loans (Note 15) | 1,099,990 | 20 | 1,099,966 | 19 |
| 2570 | Deferred income tax liabilities (Note4 & 22) | 483 | - | 90 | - |
| 2580 | Lease liabilities – non-current (Note 4, 12 & 27) | 18,188 | - | 20,972 | - |
| 2640 | Net defined benefit liability (Notes 4 & 18) | 128,039 | 2 | 137,087 | 3 |
| 2645 | Guarantee deposits (Note 27) | 2,524 | - | 2,547 | - |
| 25XX | Total non-current liabilities | 1,249,224 | 22 | 1,260,662 | 22 |
| 2XXX | Total liabilities | 2,312,840 | 41 | 2,150,751 | 38 |
| Equity (Note 19) | |||||
| Capital stock | |||||
| 3110 | Common stock | 1,444,960 | 25 | 1,444,960 | 25 |
| 3200 | Capital surplus | 42,643 | 1 | 42,643 | 1 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,088,885 | 19 | 1,040,757 | 18 |
| 3350 | Unappropriated earnings | 446,473 | 8 | 496,790 | 9 |
| 3300 | Total retained earnings | 1,535,358 | 27 | 1,537,547 | 27 |
| 3400 | Other equity | 324,297 | 6 | 515,276 | 9 |
| 3XXX | Total equity | 3,347,258 | 59 | 3,540,426 | 62 |
| Total liabilities and equity | $5,660,098 | 100 | $5,691,177 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
Huxen Corporation
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: NT$ thousands, except earnings per share in NT dollars
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenue (Note 4, 20 & 27) | |||||
| 4100 | Sales revenue | $1,470,616 | 100 | $1,404,706 | 100 |
| 4110 | Sales return | (2,416) | - | (4,843) | - |
| 4170 | Sales allowances | (540) | - | (385) | - |
| 4190 | Total operating revenue | 1,467,660 | 100 | 1,399,478 | 100 |
| 4000 | |||||
| 5000 | Operating costs (Note 4, 9, 21 & 27) | 762,972 | 52 | 712,781 | 51 |
| 5900 | Gross profit | 704,688 | 48 | 686,697 | 49 |
| 5910 | Unrealized sales profit from subsidiaries | (74,330) | (5) | (56,218) | (4) |
| 5920 | Realized sales profit from subsidiaries | 62,387 | 4 | 63,880 | 4 |
| 5950 | Realized gross profit | 692,745 | 47 | 694,359 | 49 |
| Operating expenses (Note 4, 8, 21 & 27) | |||||
| 6100 | Marketing expenses | 345,054 | 23 | 325,813 | 23 |
| 6200 | Administrative expenses | 130,330 | 9 | 125,314 | 9 |
| 6450 | Expected credit loss | 1,738 | - | 169 | - |
| 6000 | Total operating expenses | 477,122 | 32 | 451,296 | 32 |
| 6900 | Net income from operations | 215,623 | 15 | 243,063 | 17 |
| Non-operating income and expenses (Note 4, 10, 21 & 27) | |||||
| 7100 | Interest income | 154 | - | 180 | - |
| 7010 | Other income | 56,180 | 4 | 59,930 | 4 |
| (continued on next page) |
(continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7020 | Other gain and loss | ( 1,759 ) | - | ( 2,865 ) | - |
| 7050 | Finance costs | ( 33,305 ) | ( 2 ) | ( 29,058 ) | ( 2 ) |
| 7070 | Share of profits/losses of subsidiaries | 240,237 | 16 | 248,912 | 18 |
| 7000 | Total non-operating income and expenses | 261,507 | 18 | 277,099 | 20 |
| 7900 | Net income before income tax | 477,130 | 33 | 520,162 | 37 |
| 7950 | Income tax expense (Note 4 & 22) | 36,936 | 3 | 46,772 | 3 |
| 8200 | Net income for the period | 440,194 | 30 | 473,390 | 34 |
| Other comprehensive income (Note 4, 10, 18,19 & 22) | |||||
| 8310 | Items not reclassified to profit/loss | ||||
| 8311 | Remeasurements of defined benefit plans | ( 11,119 ) | ( 1 ) | 9,861 | 1 |
| 8316 | Unrealized gains/losses from investments in equity instruments measured at fair value through other comprehensive income | ( 62,273 ) | ( 4 ) | ( 124,544 ) | ( 9 ) |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures | ( 137,222 ) | ( 9 ) | ( 274,445 ) | ( 20 ) |
| 8349 | Income tax related to items not reclassified to profit/loss | 2,224 | - | ( 1,972 ) | - |
| ( 208,390 ) | ( 14 ) | ( 391,100 ) | ( 28 ) | ||
| 8360 | Items that may be reclassified subsequently to profit/loss | ||||
| 8361 | Exchange differences on translation of foreign operation's financial statements | 8,516 | - | 56,657 | 4 |
| 8300 | Total net other comprehensive income | ( 199,874 ) | ( 14 ) | ( 334,443 ) | ( 24 ) |
| 8500 | Total comprehensive income for the period | $ 240,320 | 16 | $ 138,947 | 10 |
(continued on next page)
(continued from previous page)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | |
| Earnings per share (Note 23) | |||||
| 9710 | Basic | $ 3.05 | $ 3.28 | ||
| 9810 | Diluted | $ 3.04 | $ 3.27 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
Huxen Corporation
Parent Company Only Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NTD In Thousands
| Code | Retained earnings | Other equity | ||||||
|---|---|---|---|---|---|---|---|---|
| Capital stock | Capital surplus | Legal reserve | Unappropriated earnings | Exchange differences on translation of foreign operation's financial statements | Unrealized valuation gains/loss from financial assets measured at fair value through other comprehensive income | Total equity | ||
| A1 | Balance on January 1, 2024 | $1,444,960 | $ 42,643 | $ 992,009 | $ 497,747 | ($ 150,070) | $1,007,678 | $3,834,967 |
| B1 | 2023 Earnings appropriation and distribution | |||||||
| B5 | Legal reserve | - | - | 48,748 | ( 48,748) | - | - | - |
| Cash dividends to shareholders of the Company | - | - | - | ( 433,488) | - | - | ( 433,488) | |
| D1 | 2024 net income | - | - | - | 473,390 | - | - | 473,390 |
| D3 | 2024 other comprehensive income after tax | - | - | - | 7,889 | 56,657 | ( 398,989) | ( 334,443) |
| D5 | 2024 total comprehensive income | - | - | - | 481,279 | 56,657 | ( 398,989) | 138,947 |
| Z1 | Balance on December 31, 2024 | 1,444,960 | 42,643 | 1,040,757 | 496,790 | ( 93,413) | 608,689 | 3,540,426 |
| Appropriation and distribution of 2024 earnings | ||||||||
| B1 | Legal reserve | - | - | 48,128 | ( 48,128) | - | - | - |
| B5 | Cash dividends to shareholders of the Company | - | - | - | ( 433,488) | - | - | ( 433,488) |
| D1 | 2025 net income | - | - | - | 440,194 | - | - | 440,194 |
| D3 | 2025 other comprehensive income after tax | - | - | - | ( 8,895) | 8,516 | ( 199,495) | ( 199,874) |
| D5 | 2025 total comprehensive income | - | - | - | 431,299 | 8,516 | ( 199,495) | 240,320 |
| Z1 | Balance as of December 31, 2025 | $1,444,960 | $ 42,643 | $1,088,885 | $ 446,473 | ($ 84,897) | $ 409,194 | $3,347,258 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
Huxen Corporation
Parent Company Only Statements of Cash Flows
For the years ended December 31, 2025 and 2024
Unit: NTD In Thousands
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A00010 | Net income before income tax | $ 477,130 | $ 520,162 |
| A20010 | Gain/loss | ||
| A20100 | Depreciation expense | 188,445 | 173,549 |
| A20200 | Amortization expense | 426 | 407 |
| A20300 | Expected credit loss | 1,738 | 169 |
| A20900 | Finance costs | 33,305 | 29,058 |
| A21200 | Interest income | ( 154 ) | ( 180 ) |
| A21300 | Dividend income | ( 34,910 ) | ( 38,684 ) |
| A22300 | Share of profits/losses of subsidiaries | ( 240,237 ) | ( 248,912 ) |
| A29900 | Gain on modification of lease | ( 68 ) | - |
| A22500 | Loss on disposal of property, plant and equipment | 255 | 530 |
| A23900 | Unrealized (realized) profits/losses from Subsidiaries | 11,943 | ( 7,662 ) |
| A30000 | Changes in operating assets and liabilities, net | ||
| A31130 | Notes receivable | 429 | 16,281 |
| A31150 | Accounts receivable | 431 | 8,360 |
| A31160 | Accounts receivable – related parties | 715 | 3,856 |
| A31180 | Other receivables | 554 | - |
| A31200 | Inventories | ( 280,042 ) | ( 154,663 ) |
| A31240 | Other current assets | ( 931 ) | ( 192 ) |
| A32150 | Accounts payable | ( 5,043 ) | ( 42,168 ) |
| A32160 | Accounts payable – related parties | ( 240 ) | ( 612 ) |
| A32180 | Other payables | 5,167 | ( 56 ) |
| A32230 | Other current liabilities | 21,522 | 3,529 |
| A32240 | Net defined benefit liabilities | ( 20,167 ) | ( 3,206 ) |
| A33000 | Cash generated from operations | 160,268 | 259,566 |
| A33100 | Interest received | 154 | 180 |
| A33300 | Interest paid | ( 32,454 ) | ( 27,096 ) |
| A33500 | Income tax paid | ( 44,505 ) | ( 42,908 ) |
| AAAA | Net cash generated from operating activities | 83,463 | 189,742 |
| Cash flows from investing activities | |||
| B02700 | Payments for property, plant and equipment | ( 4,853 ) | ( 1,767 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | 1 | 1 |
| (continued on next page) |
18
(continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B03800 | Refundable deposits refunded | 269 | 2,323 |
| B04500 | Payments for intangible assets | ( 679 ) | ( 96 ) |
| B07600 | Dividends received | 225,689 | 241,387 |
| BBBB | Net cash generated from investing activities | 220,427 | 241,848 |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term loans | 360,000 | - |
| C00200 | Decrease in short-term loans | - | ( 150,000 ) |
| C00500 | Proceeds from short-term bill payables | ( 199,989 ) | 199,989 |
| C01600 | Long-term loans | 24 | 1 |
| C03100 | Decrease in deposits received | ( 23 ) | ( 1,027 ) |
| C04020 | Repayment of lease liabilities | ( 24,555 ) | ( 24,048 ) |
| C04500 | Dividends paid | ( 433,488 ) | ( 433,488 ) |
| CCCC | Net cash used in financing activities | ( 298,031 ) | ( 408,573 ) |
| EEEE | Increase in cash, net | 5,859 | 23,017 |
| E00100 | Cash at beginning of year | 94,939 | 71,922 |
| E00200 | Cash at end of year | $ 100,798 | $ 94,939 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
20
Auditor's Report (Consolidated)
To Huxen Corporation:
Opinion
We have audited the financial report of Huxen Co., Ltd. (the Company), and its subsidiaries (collectively, the Group), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and consolidated cash flows for the years ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards, and International Accounting Standards, IFRIC interpretations and SIC interpretations as endorsed and issued into effect by the Financial Supervisory Commission.
Basis for Opinion
We are entrusted to conduct the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for certified Public Accountants in Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
The key audit matters are those matters that, in the professional judgment of the auditors, were of most significance in the audit of the consolidated financial statements of Huxen Corporation and its subsidiaries for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Financial Report as a whole,
and in forming our opinion thereon, but we do not provide a separate opinion on these matters.
The key audit matters identified in the audit of the consolidated financial statements of Huxen Corporation and its subsidiaries for the year ended December 31, 2025 are described as follows:
Key audit matter: sales revenue
The main business of the Group is the purchase, sale and lease of multi-function printers. Revenue per transaction from the sale of multi-function printers, peripherals, and consumables is large and variable compared to rental revenue that is generally collected on a monthly basis. Hence, this type of revenue is expected to be highly risky and has a material impact on the financial statements. The primary risk is whether the revenue was actually earned and; accordingly, we have identified this as a key audit matter.
Please refer to Note 4(13) for the accounting policy on operating revenues.
We understand and have tested the design, implementation and effectiveness of internal controls over the recognition of sales revenue. We also selected appropriate samples from sales transactions (revenue from sales of multi-function printers, peripherals and consumables) and reviewed the transaction applications, signed receipt documents from customers, and we has checked whether the recipients were the same as the counterparties in order to confirm whether there were material misstatements in sales revenue.
Other Matter
Huxen Corporation has prepared its individual financial reports for the years ended December 31, 2025 and 2024, which have been audited by the undersigned auditors and are on file with unmodified audit opinions for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and 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.
21
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.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the auditing standards., we exercise professional judgement and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial report, 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 the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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
22
related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and contents of the financial report, including the disclosures, and whether the financial report represents 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 financial report. 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, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of Huxen Corporation and its subsidiaries ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's 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.
Deloitte & Touche
CPA: Huang, Hai-Yue
CPA: Chih, Jui-Chuan
Approval Number of Securities and
Futures Commission
Tai-Tsai-Cheng-Liu-Tzu number
0920131587
Approval number of the Financial
Supervisory Commission
Chin-Kuan-Cheng-Shen-Tzu number
1060023872
March 11, 2026
Huxen Corporation and Subsidiaries
Consolidated Balance Sheet
As of December 31, 2025 and 2024
Unit: NTD In Thousands
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Note 4 & 6) | $ 562,218 | 8 | $ 732,139 | 10 |
| 1120 | Financial assets at fair value through other comprehensive income – current (Note 4 & 7) | 1,238,933 | 17 | 1,384,430 | 19 |
| 1136 | Financial assets at amortized cost – current (Note 4 & 8) | 1,310,568 | 18 | 1,070,616 | 14 |
| 1150 | Notes receivable (Notes 4, 9, and 23) | 37,072 | 1 | 37,138 | 1 |
| 1172 | Accounts receivable (Notes 4, 9, 23, and 30) | 79,386 | 1 | 81,579 | 1 |
| 1175 | Lease receivables (Notes 4, 10, 23, and 30) | 135,341 | 2 | 142,001 | 2 |
| 1200 | Other receivables (Note 4 & 30) | 13,915 | - | 14,364 | - |
| 130X | Inventories (Note 4 & 11) | 239,767 | 3 | 199,407 | 3 |
| 1479 | Other current assets (Note 13) | 94,368 | 1 | 105,135 | 1 |
| 11XX | Total current assets | 3,711,568 | 51 | 3,766,809 | 51 |
| Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive income – non-current (Note 4 & 7) | 459,794 | 6 | 513,792 | 7 |
| 1600 | Property, plant and equipment (Note 4, 14 & 30) | 2,519,348 | 34 | 2,460,938 | 33 |
| 1755 | Right-of-use assets (Notes 4, 15 & 30) | 34,731 | 1 | 41,059 | 1 |
| 1760 | Investment property (Note 4, 16 & 31) | 224,150 | 3 | 225,706 | 3 |
| 1805 | Goodwill (Note 4 & 17) | 238,979 | 3 | 238,979 | 3 |
| 1821 | Other intangible assets (Note 4 & 17) | 523 | - | 270 | - |
| 1840 | Deferred income tax assets (Notes 4 & 25) | 41,290 | 1 | 37,247 | 1 |
| 1935 | Lease receivables – non-current (Notes 4, 10, 23, and 30) | 92,644 | 1 | 97,524 | 1 |
| 1990 | Refundable deposits (Note 30) | 7,416 | - | 7,708 | - |
| 15XX | Total non-current assets | 3,618,875 | 49 | 3,623,223 | 49 |
| 1XXX | Total assets | $ 7,330,443 | 100 | $ 7,390,032 | 100 |
| Code Liabilities and equity | |||||
| Current liabilities | |||||
| 2100 | Short-term loans (Notes 18) | $ 1,360,000 | 19 | $ 1,070,000 | 14 |
| 2110 | Short-term bills payables (Notes 18) | 39,992 | 1 | 199,989 | 3 |
| 2170 | Accounts payable (Note 19) | 87,370 | 1 | 91,760 | 1 |
| 2180 | Accounts payable – related parties (Note 19 & 30) | 91,228 | 1 | 86,668 | 1 |
| 2219 | Other payables (Note 20 & 30) | 97,295 | 1 | 93,839 | 1 |
| 2230 | Current tax liabilities (Note 4 & 25) | 39,388 | - | 42,189 | 1 |
| 2280 | Lease liabilities – current (Note 4, 15 & 30) | 16,915 | - | 20,423 | - |
| 2399 | Other current liabilities (Note 20) | 58,061 | 1 | 37,279 | 1 |
| 21XX | Total current liabilities | 1,790,249 | 24 | 1,642,147 | 22 |
| Non-current liabilities | |||||
| 2540 | Long-term loans (Note 18) | 1,099,990 | 15 | 1,099,966 | 15 |
| 2570 | Deferred income tax liabilities (Note 4 & 25) | 1,746 | - | 1,460 | - |
| 2580 | Lease liabilities – non-current (Note 4, 15 & 30) | 18,188 | - | 21,013 | - |
| 2640 | Net defined benefit liability (Note 4 & 21) | 128,039 | 2 | 137,087 | 2 |
| 2645 | Guarantee deposits (Note30) | 188,014 | 3 | 213,155 | 3 |
| 25XX | Total non-current liabilities | 1,435,977 | 20 | 1,472,681 | 20 |
| 2XXX | Total liabilities | 3,226,226 | 44 | 3,114,828 | 42 |
| Equity attributable to owners of the Company (Note 22) | |||||
| Share capital | |||||
| 3110 | Common stock | 1,444,960 | 20 | 1,444,960 | 19 |
| 3200 | Capital surplus | 42,643 | 1 | 42,643 | 1 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,088,885 | 15 | 1,040,757 | 14 |
| 3350 | Unappropriated earnings | 446,473 | 6 | 496,790 | 7 |
| 3300 | Total retained earnings | 1,535,358 | 21 | 1,537,547 | 21 |
| 3400 | Other equity | 324,297 | 4 | 515,276 | 7 |
| 31XX | Equity attributable to owners of the Company | 3,347,258 | 46 | 3,540,426 | 48 |
| 36XX | Non – controlling interests (Note 12) | 756,959 | 10 | 734,778 | 10 |
| 3XXX | Total equity | 4,104,217 | 56 | 4,275,204 | 58 |
| Total liabilities and equity | $ 7,330,443 | 100 | $ 7,390,032 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
Huxen Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: NT$ thousands, except earnings per share in NT dollars
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 4, 23 & 30) | $2,718,776 | 100 | $2,759,859 | 100 |
| 5000 | Cost of revenue (Notes 4, 11, 24, and 30) | 1,741,167 | 64 | 1,780,848 | 64 |
| 5900 | Gross profit | 977,609 | 36 | 979,011 | 36 |
| Operating expenses (Note 4, 9, 24 & 30) | |||||
| 6100 | Marketing expenses | 429,924 | 16 | 415,460 | 15 |
| 6200 | Administrative expenses | 132,360 | 5 | 125,947 | 5 |
| 6450 | Expected credit loss | 1,119 | - | 1,581 | - |
| 6000 | Total operating expenses | 563,403 | 21 | 542,988 | 20 |
| 6900 | Net income from operations | 414,206 | 15 | 436,023 | 16 |
| Non-operating income and expenses (Note 4, 24 & 30) | |||||
| 7100 | Interest income | 32,479 | 1 | 34,955 | 1 |
| 7010 | Other income | 136,907 | 5 | 152,486 | 5 |
| 7020 | Other gain and loss | 6,688 | - | 3,803 | - |
| 7050 | Finance costs | ( 43,101 ) | ( 1 ) | ( 38,724 ) | ( 1 ) |
| 7000 | Total non-operating income and expenses | 132,973 | 5 | 152,520 | 5 |
| 7900 | Net income before income tax | 547,179 | 20 | 588,543 | 21 |
| 7950 | Income tax expense (Note 4 & 25) | ( 88,454 ) | ( 3 ) | ( 97,897 ) | ( 3 ) |
| 8200 | Net income for the period | 458,725 | 17 | 490,646 | 18 |
| Other comprehensive income (Notes 4, 21, 22, and 25) |
(continued on next page)
(continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8310 | Items not reclassified to profit/loss | ||||
| 8311 | Remeasurements of defined benefit plans | ( 11,119 ) | ( 1 ) | 9,861 | - |
| 8316 | Unrealized gains/losses from investments in equity instruments measured at fair value through other comprehensive income | ( 199,495 ) | ( 7 ) | ( 398,989 ) | ( 14 ) |
| 8349 | Income tax related to items not reclassified to profit/loss | 2,224 | - | ( 1,972 ) | - |
| ( 208,390 ) | ( 8 ) | ( 391,100 ) | ( 14 ) | ||
| 8360 | Items that may be reclassified subsequently to profit/loss | ||||
| 8361 | Exchange differences on translation of foreign operation's financial statements | 12,166 | 1 | 80,939 | 3 |
| 8300 | Total other comprehensive income | ( 196,224 ) | ( 7 ) | ( 310,161 ) | ( 11 ) |
| 8500 | Total comprehensive income for the period | $ 262,501 | 10 | $ 180,485 | 7 |
| Net income attributable to: | |||||
| 8610 | Owners of the Company | $ 440,194 | 16 | $ 473,390 | 17 |
| 8620 | Non-controlling interests | 18,531 | 1 | 17,256 | 1 |
| 8600 | $ 458,725 | 17 | $ 490,646 | 18 | |
| Total comprehensive income attributable to: | |||||
| 8710 | Owners of the Company | $ 240,320 | 9 | $ 138,947 | 5 |
| 8720 | Non-controlling interests | 22,181 | 1 | 41,538 | 2 |
| 8700 | $ 262,501 | 10 | $ 180,485 | 7 | |
| Earnings per share (Note 26) | |||||
| 9710 | Basic | $ 3.05 | $ 3.28 | ||
| 9810 | Diluted | $ 3.04 | $ 3.27 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
Huxen Corporation and Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NTD In Thousands
| Code | Capital stock | Capital surplus | Retained earnings | Other equity | Total equity attributable to shareholders of the parent company | Non-controlling interests | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated earnings | Exchange differences on translation of foreign operation's financial statements | Unrealized valuation gains/loss from financial assets measured at fair value through other comprehensive income | |||||||
| A1 | Balance on January 1, 2024 | $ 1,444,960 | $ 42,643 | $ 992,009 | $ 497,747 | ($ 150,070) | $ 1,007,678 | $ 3,834,967 | $ 693,240 | $ 4,528,207 |
| 2023 Earnings appropriation and distribution | ||||||||||
| B1 | Legal reserve | - | - | 48,748 | ( 48,748 ) | - | - | - | - | - |
| B5 | Cash dividends to shareholders of the Company | - | - | - | ( 433,488 ) | - | - | ( 433,488 ) | - | ( 433,488 ) |
| D1 | 2024 net income | - | - | - | 473,390 | - | - | 473,390 | 17,256 | 490,646 |
| D3 | 2024 other comprehensive income | - | - | - | 7,889 | 56,657 | ( 398,989 ) | ( 334,443 ) | 24,282 | ( 310,161 ) |
| D5 | 2024 total comprehensive income | - | - | - | 481,279 | 56,657 | ( 398,989 ) | 138,947 | 41,538 | 180,485 |
| Z1 | Balance on December 31, 2024 | 1,444,960 | 42,643 | 1,040,757 | 496,790 | ( 93,413 ) | 608,689 | 3,540,426 | 734,778 | 4,275,204 |
| Appropriation and distribution of 2024 earnings | ||||||||||
| B1 | Legal reserve | - | - | 48,128 | ( 48,128 ) | - | - | - | - | - |
| B5 | Cash dividends to shareholders of the Company | - | - | - | ( 433,488 ) | - | - | ( 433,488 ) | - | ( 433,488 ) |
| D1 | 2025 net income | - | - | - | 440,194 | - | - | 440,194 | 18,531 | 458,725 |
| D3 | 2025 other comprehensive income | - | - | - | ( 8,895 ) | 8,516 | ( 199,495 ) | ( 199,874 ) | 3,650 | ( 196,224 ) |
| D5 | 2025 total comprehensive income | - | - | - | 431,299 | 8,516 | ( 199,495 ) | 240,320 | 22,181 | 262,501 |
| Z1 | Balance as of December 31, 2025 | $ 1,444,960 | $ 42,643 | $ 1,088,885 | $ 446,473 | ($ 84,897 ) | $ 409,194 | $ 3,347,258 | $ 756,959 | $ 4,104,217 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
Huxen Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
Unit: NTD In Thousands
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A00010 | Net income before income tax | $ 547,179 | $ 588,543 |
| A20010 | Gain/loss | ||
| A20100 | Depreciation expense | 1,101,531 | 1,114,902 |
| A20200 | Amortization expense | 426 | 407 |
| A20300 | Expected credit loss | 1,119 | 1,581 |
| A20400 | Gain on financial assets at fair value through profit or loss, net | ( 8,499 ) | ( 8,111 ) |
| A20900 | Finance costs | 43,101 | 38,724 |
| A21200 | Interest income | ( 32,479 ) | ( 34,955 ) |
| A21300 | Dividend income | ( 111,838 ) | ( 123,929 ) |
| A22500 | Loss on disposal of property, plant and equipment | 109,960 | 160,998 |
| A29900 | Gain on modification of lease | ( 68 ) | - |
| A30000 | Changes in operating assets and liabilities, net | ||
| A31130 | Notes receivable | 66 | 16,082 |
| A31150 | Accounts receivable | 7,595 | 29,551 |
| A31180 | Other receivables | 449 | ( 1,643 ) |
| A31200 | Inventory | ( 411,117 ) | ( 291,229 ) |
| A31240 | Other current assets | 10,767 | 16,302 |
| A31990 | Lease receivables – non-current | 4,917 | 11,947 |
| A32150 | Accounts payable | ( 4,390 ) | ( 42,207 ) |
| A32160 | Accounts payable – related parties | 663 | 3,654 |
| A32180 | Other payables | 2,689 | 236 |
| A32230 | Other current liabilities | 20,782 | 1,856 |
| A32240 | Net defined benefit liabilities | ( 20,167 ) | ( 3,206 ) |
| A33000 | Cash generated from operations | 1,262,686 | 1,479,503 |
| A33100 | Interest received | 21,467 | 45,494 |
| A33300 | Interest paid | ( 42,334 ) | ( 36,685 ) |
| A33500 | Income tax paid | ( 92,885 ) | ( 94,019 ) |
| AAAA | Net cash generated from operating activities | 1,148,934 | 1,394,293 |
| Cash flows from investing activities | |||
| B00040 | Purchase of financial assets at amortized cost | ( 215,867 ) | - |
(continued on next page)
(continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B00050 | Disposal of financial assets at amortized cost | - | 1,726 |
| B00100 | Purchase of financial assets at fair value through profit/loss | ( 2,315,855 ) | ( 1,581,774 ) |
| B00200 | Disposal of financial assets at fair value through profit/loss | 2,324,354 | 1,589,885 |
| B02700 | Payments for property, plant and equipment (Note 27) | ( 969,905 ) | ( 1,017,698 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | 103,713 | 119,841 |
| B03800 | Refundable deposits refunded | 292 | 2,644 |
| B04500 | Payments for intangible assets | ( 679 ) | ( 96 ) |
| B07600 | Dividends received | 111,838 | 123,929 |
| BBBB | Net cash used in from investing activities | ( 962,109 ) | ( 761,543 ) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term loans | 290,000 | - |
| C00200 | Decrease in short-term loans | - | ( 160,000 ) |
| C00500 | Proceeds from short-term bill payables | - | 199,989 |
| C00600 | Repayments of short-term bill payables | ( 159,997 ) | - |
| C01600 | Long-term loans | 24 | 1 |
| C03100 | Payment of guarantee deposits | ( 25,141 ) | ( 31,701 ) |
| C04020 | Repayment of lease liabilities | ( 24,625 ) | ( 24,118 ) |
| C04500 | Dividends paid | ( 433,488 ) | ( 433,488 ) |
| CCCC | Net cash used in financing activities | ( 353,227 ) | ( 449,317 ) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 3,519 ) | 12,641 |
| EEEE | Net (decrease) increase in cash and cash equivalents | ( 169,921 ) | 196,074 |
| E00100 | Cash and cash equivalents at beginning of year | 732,139 | 536,065 |
| E00200 | Cash and cash equivalents at end of year | $ 562,218 | $ 732,139 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
[Proposed Resolutions]
[Proposal II]
Subject: Proposal for the Ratification of the 2025 Earning Distribution Plan
[Proposed by the board of directors]
Explanatory Notes:
(I) The Company's 2025 after-tax profit has been prepared in accordance with Article 228 of the Company Act. The distributable earnings (including undistributed earnings from prior years) amount to NT$403,342,497, and are proposed to be distributed in accordance with the earnings distribution table (please refer to page 31).
(II) Submitted for approval.
Resolutions:
Huxen Corporation
Earnings Distribution Table
2025
Unit: NTD In Thousands
| Item | Amount |
|---|---|
| Beginning undistributed earnings | 15,173,704 |
| Actuarial gain (loss) included in retained earnings | (8,895,814) |
| Adjusted undistributed earnings | 6,277,890 |
| Add: 2025 after-tax net income | 440,194,473 |
| Less: legal reserve | (43,129,866) |
| Distributable earnings of the period | 403,342,497 |
| Less: Distribution items (Note) | |
| Shareholder dividends – cash (144,496,011 shares × NT$2.70 per share) | (390,139,230) |
| Undistributed earnings at the end of the period | 13,203,267 |
Note: 1. Priority distribution from 2025 net income.
2. Pursuant to Article 29 of the Company's Articles of Incorporation, the Board of Directors is authorized to resolve that all or part of the dividends and bonuses to be distributed shall be paid in cash.
Chairman: Liao, Ching-Chang
General Manager: Chen, Kuo-Yin
Chief Accountant: Hsieh, Shu-Hui
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[Discussions]
[Proposal I]
Subject: Reformulate Rules of Procedure for Shareholders' Meetings, Submitted for Deliberation
[Proposed by the board of directors]
Explanatory Notes:
(I) In order to align with the competent authority's requirements for improving the video conferencing mechanism and meeting management functions for shareholders' meetings, the Company proposes to abolish the existing "Rules of Procedure for Shareholders' Meetings" and adopt a newly revised version.
(II) The newly revised "Rules of Procedure for Shareholders' Meetings" of the Company are as follows:
| Huxen Corporation Rules of Procedure for Shareholders' Meetings | |
|---|---|
| Article I | Legal Basis In order to establish sound corporate governance for shareholders' meetings, strengthen supervisory functions, and enhance management capabilities, these Rules are formulated in accordance with Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and shall be followed accordingly. |
| Article II | Applicable Principles The procedures for the Company's shareholders' meetings shall be governed by these Rules, unless otherwise provided by applicable laws, regulations, or the Articles of Incorporation. |
| Article III | Convening of Shareholders' Meetings and Handling of Pre-Meeting Proposals I. Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors. II. When the Company convenes a shareholders' meeting via video conference, unless otherwise provided under the Regulations Governing the Affairs of Shareholder Services of Public Companies, such meeting shall be stipulated in the Articles of Incorporation and resolved by the Board of Directors. A video shareholders' meeting shall require a resolution passed by a Board meeting attended by at least two-thirds of |
the directors, with approval from a majority of the directors present.
III. Any change to the format of the Company's shareholders' meeting shall be resolved by the Board of Directors and made no later than before the notice of the shareholders' meeting is dispatched.
IV. The Company shall, at least thirty (30) days prior to the date of an annual general shareholders' meeting or fifteen (15) days prior to the date of an extraordinary shareholders' meeting, prepare electronic files of the meeting notice, proxy forms, explanatory materials relating to proposals for ratification, matters for discussion, election or discharge of directors, and other relevant motions, as well as the shareholders' meeting handbook and supplemental meeting materials, and transmit them to the Market Observation Post System (MOPS). At least fifteen (15) days before the shareholders' meeting, the Company shall prepare the meeting handbook and supplementary materials, making them available for shareholders to review at any time, and shall place copies at the Company and at the professional share registrar agent appointed by the Company.
V. On the day of the shareholders' meeting, the Company shall make the meeting handbook and supplementary materials referred to in the preceding paragraph available to shareholders for reference in the following manner:
(I) For in-person shareholders' meetings: physical copies shall be distributed at the meeting venue.
(II) For video-assisted shareholders' meetings: physical copies shall be distributed at the meeting venue, and electronic files shall be transmitted to the video conferencing platform.
(III) For video shareholders' meetings: electronic files shall be transmitted to the video conferencing platform.
VI. Meeting notices and public announcements shall specify the reasons for convening the meeting; where the recipient has given consent, notices may be delivered by electronic means.
VII. The following matters shall be expressly listed in the reasons for convening the meeting with a description of their principal content, and may not be raised as miscellaneous motions: election or dismissal of directors, amendment of the Articles of Incorporation, capital reduction, application for termination of public offering status, approval of director competition, capitalization of earnings, capitalization of capital reserves, dissolution, merger, or demerger of the Company, matters set forth in the subparagraphs of Article 185, Paragraph 1 of the Company Act, and matters under Article 26-1 and Article 43-6 of the Securities and Exchange Act, as well as Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Issuers.
VIII. Where the reasons for convening a shareholders' meeting expressly state that a full re-election of directors is to be held and specify the effective date of assumption of office, upon completion of the re-election at that meeting, the effective date may not be altered by miscellaneous motion or any other means at the same meeting.
IX. A shareholder holding one percent (1%) or more of the total issued shares may submit a proposal for the annual general shareholders' meeting, limited to one (1) proposal per shareholder; any proposals in excess of one shall not be included in the agenda. Furthermore, where a shareholder's proposal falls under any of the circumstances set forth in
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the subparagraphs of Article 172-1, Paragraph 4 of the Company Act, the Board of Directors may decline to include it as an agenda item.
X. Shareholders may submit advisory proposals aimed at encouraging the Company to promote the public interest or fulfill its corporate social responsibility. Procedurally, such proposals shall be subject to the relevant provisions of Article 172-1 of the Company Act and are limited to one (1) proposal; any proposals in excess of one shall not be included in the agenda.
XI. Prior to the record date for suspension of share transfers before the annual general shareholders' meeting, the Company shall publicly announce the acceptance of shareholder proposals, the methods of acceptance (written or electronic), the place of acceptance, and the acceptance period, which shall not be less than ten (10) days.
XII. Shareholder proposals shall be limited to three hundred (300) characters; any proposal exceeding three hundred characters shall not be included in the agenda. The proposing shareholder shall attend the annual general shareholders' meeting in person or by proxy and participate in the discussion of such proposal.
XIII. Prior to the date on which the notice of the shareholders' meeting is dispatched, the Company shall notify the proposing shareholders of the outcome of the review and include proposals that comply with the requirements of this Article in the meeting notice. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened.
Article IV Proxy Forms and Electronic Voting for Shareholders' Meetings
I. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
II. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. unless a declaration is made to cancel the previous proxy appointment.
III. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
IV. After a proxy form has been delivered to the Company, if a shareholder wishes to attend the shareholders' meeting via video conference, the shareholder shall notify the Company in writing of the revocation of the proxy no later than two (2) days before the meeting. If the revocation is made after this deadline, the voting rights shall be exercised by the appointed proxy.
Article V Principles determining the time and place of a shareholders' meeting
I. The shareholders' meeting shall be held at the location of the Company or at a venue convenient for shareholders to attend and suitable for
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holding a shareholders' meeting. The meeting shall not commence earlier than 9:00 a.m. or later than 3:00 p.m. The venue and time of the meeting shall give full consideration to the opinions of independent directors.
II. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article VI Preparation of documents such as the attendance book
I. The Company shall specify in the meeting notice the registration time and location for shareholders, solicitors, and authorized proxy holders (hereinafter collectively referred to as "shareholders") to check in, as well as other matters requiring attention.
II. The check-in period referred to in the preceding paragraph shall commence at least thirty (30) minutes before the start of the meeting. The check-in area shall be clearly marked and staffed by a sufficient number of qualified personnel. For video shareholders' meetings, check-in shall be accepted on the video conferencing platform at least thirty (30) minutes before the meeting commences. Shareholders who complete check-in shall be deemed to be attending the shareholders' meeting in person.
III. Shareholders shall attend the shareholders' meeting with their attendance certificate, sign-in card, or other attendance credentials. The Company shall not arbitrarily require shareholders to provide additional proof of identity beyond the stipulated attendance documents. Solicitors who have solicited proxies shall carry identification documents for verification purposes.
IV. The Company shall provide a signature register for attending shareholders to sign in, or alternatively, attending shareholders may submit their sign-in cards in lieu of signing in.
V. The Company shall distribute the meeting handbook, annual report, attendance certificate, speaking slip, voting ballot, and other meeting materials to attending shareholders. Where directors are to be elected, election ballots shall also be provided.
VI. Where the government or a legal entity is a shareholder, the number of representatives attending the shareholders' meeting on its behalf shall not be limited to one (1). When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
VII. Where the shareholders' meeting is held via video conference, shareholders who wish to attend via video shall register with the Company no later than two (2) days before the meeting.
VIII. Where the shareholders' meeting is held via video conference, the Company shall upload the meeting handbook, annual report, and other relevant materials to the video conferencing platform at least thirty (30) minutes before the meeting commences and shall keep such materials available on the platform until the conclusion of the meeting.
Article VI-I Notice Requirements for Video Shareholders' Meetings
When the Company convenes a shareholders' meeting via video conference, the following matters shall be specified in the meeting notice:
I. The methods by which shareholders may participate in the video meeting and exercise their rights.
II. The handling procedures in the event that the video conferencing platform or video participation is disrupted due to natural disasters, incidents, or other force majeure events, including at minimum the following:
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(I) The time after which, if the disruption cannot be resolved, the meeting must be postponed or resumed, and the date of any such postponement or resumption.
(II) Shareholders who did not register to participate via video in the original meeting may not participate in any postponed or resumed meeting.
(III) For video-assisted shareholders' meetings, if video conferencing cannot be continued, and after deducting the shares held by shareholders participating via video, the total shares represented still meet the statutory quorum requirement, the meeting shall continue. The shares held by shareholders participating via video shall be counted toward the total shares represented at the meeting, and such shareholders shall be deemed to have abstained from voting on all agenda items at that meeting.
(IV) The handling procedure in the event that all agenda items have been announced as concluded without proceeding to miscellaneous motions.
III. For video shareholders' meetings, the notice shall also specify the appropriate alternative measures provided for shareholders who have difficulty participating via video. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the Company and other related matters requiring attention.
Article VII Chair and non-voting participants of a shareholders' meeting
I. When the shareholders' meeting is convened by the Board of Directors, the Chairperson of the Board shall serve as the presiding officer. If the Chairperson is on leave or unable to perform their duties for any reason, the Vice Chairperson shall act as a substitute. If there is no Vice Chairperson, or if the Vice Chairperson is also on leave or unable to exercise their duties, the Chairperson shall designate a Managing Director to act as a substitute. If no Managing Director has been appointed, the Chairperson shall designate a Director to act as a substitute. If the Chairperson has not designated a substitute, the Managing Directors or Directors shall elect one among themselves to act as the substitute.
II. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
III. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article VIII Documentation of a shareholders' meeting by audio or video
I. The Company shall make a complete audio and video recording of the entire proceedings of the shareholders' meeting.
II. The audio and video recordings referred to in the preceding paragraph shall be retained for at least one year.
Provided that where a shareholder has instituted legal proceedings pursuant to Article 189 of the Company Act, the recordings shall be
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retained until the conclusion of such proceedings.
III. Where the shareholders' meeting is held via video conference, the Company shall record and retain data on shareholder registration, check-in, questions, voting, and vote-counting results, and shall make continuous, uninterrupted audio and video recordings of the entire video meeting.
IV. The data and recordings referred to in the preceding paragraph shall be properly preserved by the Company for the duration of its existence, and the audio and video recordings shall also be provided to the party entrusted with administering the video conferencing affairs for retention.
V. Where the shareholders' meeting is held via video conference, the Company should make audio and video recordings of the backend administrative interface of the video conferencing platform.
Article IX Calculating shares and calling shareholders' meeting to order
I. Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
II. When the scheduled meeting time arrives, the presiding officer shall announce the opening of the meeting. However, if shareholders representing more than half of the total issued shares are not present, the presiding officer may announce a postponement, limited to two postponements, with a total postponement time not exceeding one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
III. If, after two postponements, the quorum is still not met but shareholders representing one-third or more of the total issued shares are present, a provisional resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act. Each shareholder shall be notified of the provisional resolution to reconvene a shareholders' meeting within one month. Where the reconvened meeting is held via video conference, shareholders wishing to attend via video shall re-register with the Company in accordance with Article 6.
IV. If, before the conclusion of the current meeting, the shares represented by attending shareholders reach more than half of the total issued shares, the presiding officer may resubmit the provisional resolution to the shareholders' meeting for a vote pursuant to Article 174 of the Company Act.
Article X Discussion of proposals
I. Where the shareholders' meeting is convened by the Board of Directors, the agenda shall be determined by the Board of Directors. All proposals (including miscellaneous motions and amendments to original proposals) shall be voted on individually. The meeting shall proceed in accordance with the scheduled agenda and may not be altered except by resolution of the shareholders' meeting.
II. The provisions of the preceding paragraph apply mutatis mutandis to a
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shareholders' meeting convened by a party with the power to convene that is not the board of directors.
III. Before the scheduled agenda (including miscellaneous motions) has been concluded, the presiding officer may not unilaterally announce adjournment without a resolution to that effect. If the presiding officer violates the rules of procedure and announces adjournment, the other members of the Board of Directors shall promptly assist the attending shareholders in following legal procedures to elect, by consent of a majority of the voting rights of attending shareholders, one person to serve as presiding officer and continue the meeting.
IV. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; 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, call for a vote, and schedule sufficient time for voting.
Article XI Shareholder speech
I. Before speaking, attending shareholders shall complete a speaking slip stating the key points of their remarks, their shareholder account number (or attendance certificate number), and their name. The presiding officer shall determine the order of speakers.
II. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
III. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
IV. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
V. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
VI. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
VII. Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
VIII. As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article XII Calculation of voting shares and recusal system
I. Voting at a shareholders' meeting shall be calculated based the number of shares.
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II. With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
III. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
IV. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
V. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article XIII Voting on motions
I. Each share shall carry one vote; except where voting rights are restricted or where shares carry no voting rights as set forth in Article 179, Paragraph 2 of the Company Act.
II. When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, with respect to miscellaneous motions and amendments to original proposals at that shareholders' meeting, such shareholders shall be deemed to have abstained; therefore, the Company should avoid raising miscellaneous motions and amendments to original proposals.
III. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
IV. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
V. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an
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affirmative vote of a majority of the voting rights represented by the attending shareholders. When voting, the presiding officer or a person designated by the presiding officer shall announce the total number of voting rights of attending shareholders, after which shareholders shall proceed to vote. On the day the shareholders' meeting is held, the results of shareholder approval, disapproval, and abstention shall be entered into the Market Observation Post System (MOPS).
VI. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
VII. 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.
VIII. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' 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.
IX. At a video shareholders' meeting convened by the Company, shareholders participating via video shall, after the presiding officer announces the opening of the meeting, cast their votes on each proposal and election item through the video conferencing platform, and must complete voting before the presiding officer announces the close of voting. Failure to do so within the allotted time shall be deemed an abstention.
X. Where the shareholders' meeting is held via video conference, a single vote count shall be conducted after the presiding officer announces the close of voting, and the results of votes and elections shall be announced.
XI. When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend via video in accordance with Article 6 and wish to attend the physical meeting in person shall cancel their registration using the same method as the original registration, no later than two (2) days before the meeting. If cancellation is made after this deadline, such shareholders may only attend the shareholders' meeting via video.
XII. Shareholders who have exercised their voting rights in writing or electronically without revoking such exercise, and who participate in the shareholders' meeting via video, may not, except with respect to miscellaneous motions, exercise their voting rights again on the original proposals, submit amendments to the original proposals, or exercise voting rights on amendments to the original proposals.
Article XIV Election
I. Where the shareholders' meeting involves the election of directors, the election shall be conducted in accordance with the relevant election rules established by the Company. The results of the election shall be announced on the spot, including the list of elected directors and the number of votes each received, as well as the list of unsuccessful candidates and the number of votes each received.
II. 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 one year. Provided that where a shareholder has instituted legal proceedings pursuant to Article 189 of the Company Act, the recordings shall be retained until the conclusion of such proceedings.
Article XV Minutes of Meetings and Items to be Recorded
I. Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within twenty days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
II. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
III. The minutes shall accurately record the year, month, and date of the meeting, the venue, the name of the presiding officer, the method of resolution, a summary of the proceedings, and the results of votes (including the tabulated vote counts). Where directors are elected, the number of votes received by each candidate shall be disclosed. The minutes shall be retained for the duration of the existence of the Company.
IV. Where the shareholders' meeting is held via video conference, the minutes shall, in addition to the items required under the preceding paragraph, also record the start and end times of the meeting, the format in which the meeting was held, the names of the presiding officer and the minute-taker, and the handling procedures and actual measures taken in the event that the video conferencing platform or video participation is disrupted due to natural disasters, incidents, or other force majeure events.
V. Where the Company convenes a video shareholders' meeting, in addition to complying with the requirements of the preceding paragraph, the minutes shall also record the alternative measures provided for shareholders who have difficulty participating in the shareholders' meeting via video.
Article XVI Public disclosure
I. The Company shall, on the day of the shareholders' meeting, compile a statistical table in the prescribed format showing the number of shares solicited by solicitors, the number of shares represented by authorized proxy holders, and the number of shares held by shareholders attending by written or electronic means, and shall clearly disclose this information at the meeting venue. Where the shareholders' meeting is held via video conference, the Company shall upload the aforementioned data to the video conferencing platform at least thirty (30) minutes before the meeting commences and shall maintain such disclosure until the conclusion of the meeting.
II. When the Company convenes a shareholders' meeting via video conference and the meeting is called to order, the total number of shares represented by attending shareholders shall be disclosed on the video conferencing platform. The same applies if the total number of shares and voting rights of attending shareholders is additionally tabulated during the meeting.
III. Where any resolution of the shareholders' meeting constitutes material information as required by applicable laws and regulations or the rules of Taiwan Stock Exchange Corporation, the Company shall transmit the
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content to the Market Observation Post System (MOPS) within the prescribed time.
Article XVII Maintaining order at the meeting place
I. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
II. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
III. At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
IV. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article XVIII Recess and resumption of a shareholders' meeting
I. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting suspended temporarily and announce a time when, in view of the circumstances, the meeting will be resumed.
II. If the meeting venue is no longer available for continued use, and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
III. The shareholders' meeting may, pursuant to Article 182 of the Company Act, resolve to postpone or resume the meeting within five days.
Article XIX Disclosure of information at virtual meetings
Where the shareholders' meeting is held via video conference, the Company shall, immediately after the close of voting, disclose the voting results for each proposal and the election results on the video conferencing platform in accordance with applicable regulations, and shall continue such disclosure for at least fifteen minutes after the presiding officer announces adjournment.
Article XX Location of the chair and secretary of virtual-only shareholders' meeting
When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location of the country, and the chair shall declare the address of their location when the meeting is called to order.
Article XXI Handling of Connection Disruptions
I. In the event of a virtual shareholders' meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
II. Where the shareholders' meeting is held via video conference, the presiding officer shall, upon calling the meeting to order, additionally announce that – except in circumstances where postponement or resumption is not required as set forth in Article 44-20, Paragraph 4 of the Regulations Governing the Affairs of Shareholder Services of Public Companies – if, prior to the presiding officer's announcement of adjournment, the video conferencing platform or video participation is
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disrupted due to natural disasters, incidents, or other force majeure events for a continuous period of thirty minutes or more, the meeting shall be postponed or resumed within five days, and Article 182 of the Company Act shall not apply.
III. Where a postponement or resumption is required pursuant to the preceding paragraph, shareholders who did not register to participate via video in the original shareholders' meeting may not participate in the postponed or resumed meeting.
IV. Where a postponement or resumption is required pursuant to Paragraph II, shareholders who registered to attend the original shareholders' meeting via video and completed check-in but do not participate in the postponed or resumed meeting shall have their shares represented at the original meeting, together with any voting rights and election rights already exercised, counted toward the total shares, voting rights, and election rights of attending shareholders at the postponed or resumed meeting.
V. Where a meeting is postponed or resumed pursuant to Paragraph II, proposals for which voting and vote-counting have been completed and the results or the list of elected directors have been announced shall not require re-deliberation or re-resolution.
VI. Where the Company convenes a video-assisted shareholders' meeting and a situation arises under Paragraph II in which video conferencing cannot be continued, if the total shares represented by attending shareholders still meet the statutory quorum after deducting the shares of shareholders attending via video, the shareholders' meeting shall continue without the need for postponement or resumption pursuant to Paragraph II.
VII. Where the meeting is required to continue pursuant to the preceding paragraph, the shares held by shareholders participating via video shall be counted toward the total shares of attending shareholders; however, such shareholders shall be deemed to have abstained from voting on all agenda items at that meeting.
VIII. Where the Company postpones or resumes a meeting pursuant to Paragraph II, it shall conduct the relevant preparatory procedures in accordance with the items listed in Article 44-20, Paragraph 7 of the Regulations Governing the Affairs of Shareholder Services of Public Companies, based on the date of the original shareholders' meeting and the requirements set forth therein.
IX. The time periods specified in the latter part of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies, and in Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Affairs of Shareholder Services of Public Companies, shall be calculated by the Company based on the date of the postponed or resumed shareholders' meeting as determined pursuant to Paragraph II.
Article XXII Assistance Measures for Video Shareholders' Meetings
When the Company convenes a video shareholders' meeting, it shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting via video. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the Company and other related
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matters requiring attention.
Article XXIII Implementation
These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
These Rules were established on June 16, 2026.
(III) Submitted for deliberation.
Resolutions:
[Discussions]
[Proposal II]
Subject: Amendment to Rules of Procedure for Election of Directors, Submitted for Deliberation
[Proposed by the board of directors]
Explanatory Notes:
(I) The Company has fully implemented the director candidate nomination system, whereby shareholders elect directors from the list of director candidates. As the use of shareholder account numbers or national identification numbers to identify candidates is no longer necessary, these provisions are proposed to be deleted.
(II) The comparison table of amended provisions is as follows:
| Paragraph | Contents | Description | |
|---|---|---|---|
| Wording after amendments | Wording before amendments | ||
| I. | (Deleted) | Article X How to fill in the ballot | |
| If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number on the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a government organization or juristic-person shareholder, the name of the government organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the government organization or juristic-person shareholder and the name of its representative may be entered. When there are | Delete Article X | ||
| Method of Completing Ballots. | |||
| Subsequent article numbers shall be renumbered accordingly. |
| Paragraph | Contents | Description | |
|---|---|---|---|
| Wording after amendments | Wording before amendments | ||
| multiple representatives, the names of each respective representative shall be entered. | |||
| II. | Article XII Implementation | ||
| These Measures shall come into effect upon approval by the shareholders' meeting, and the same shall apply to any amendments hereto. | |||
| These Regulations were enacted on June 8, 2018. | |||
| The 1st amendment was made on July 14, 2021. | |||
| The second amendment was made on June 16, 2026. | Article XIII Implementation | ||
| These Measures shall come into effect upon approval by the shareholders' meeting, and the same shall apply to any amendments hereto. | |||
| These Regulations were enacted on June 8, 2018. | |||
| The 1st amendment was made on July 14, 2021. | The date of this amendment is added. |
(III) Submitted for deliberation.
Resolutions:
[Extempore Motions]
[Appendix I]
Articles of Incorporation of Huxen Corporation
Chapter I General Provisions
Article I The Company is incorporated under the Company Act with the name of Huxen Corporation.
Article II The scope of business of the Company is as follows:
(I) E701010 Telecommunications Construction
(II) F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
(III) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article III The Company may provide endorsement and guarantee to others.
Article IV The Company may make investments through the resolution of the Board, and the amount is exempted from the limit of 40% of the paid-in capital of the Company in Article 13 of the Company Act.
Article V The Company's headquarters is in Taipei City, and domestic and foreign branches may be established, altered, and abolished according to the resolution of the Board when necessary.
Article VI The announcement method shall be subject to relevant requirements of the Company Act.
Chapter II Shares
Article VII The authorized capital of the Company is NT$1.9 billion, divided into 190 million shares, with a par value of NT$10 per share, and the Board is authorized to issue the shares in batches subject to the requirements.
Article VII-I: The Company may, in accordance with law, repurchase the Company's shares, and the Board of Directors is authorized to do so pursuant to laws and regulations.
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Article VIII
The shares of the Company are exempted from the printing of share certificates. The share certificates shall be registered if the Company prints them, and arrangements shall be made according to the Company Act and other relevant laws and regulations of the Republic of China.
Article IX
If shareholders conduct share affairs or exercise their share rights with the Company in writing, they shall affix the registered seal.
Article X
The transfer, inheritance, gifting, pledge, losses, and damages of shares, and other handling of stock affairs shall be subject to the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies.
For the purpose of reasonable stock management, the shares issued by the Company, upon the request of the centralized securities custodian institution, may be merged in exchange for the security with large par value.
Article XI
Except for stock grants, when the Company issues new shares, 10% of the total number of new shares to be issued shall be reserved for subscription by the Company's employees, and the shares acquired by employees shall not be transferred within two years.
Article XII
The transfer of shares shall be suspended 60 days, 30 days, and 5 days before the annual shareholders' meeting, extraordinary shareholders' meeting, or the base day determined by the Company for the distribution of dividends and bonuses or other benefits.
Chapter III
Shareholders' Meeting
Article XIII
Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings; annual shareholders' meetings are convened once a year within six months from the end of each fiscal year. Special meetings shall be convened in accordance with the applicable regulations.
Shareholders' meetings of the Company may be held by video conference or other means announced by the central competent authorities.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, when the Company convenes a
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shareholders' meeting via a video conference, it shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its Board. Furthermore, a virtual shareholders' meeting shall be subject to a resolution approved by over half of the attending Directors at a Board meeting attended by over two-thirds of the Directors.
Article XIV
If a shareholder is unable to attend a shareholders' meeting in person, he/she may issue the proxy form printed and distributed by the Company to set out the scope of authorization to engage a proxy to attend on his/her behalf, and the proxy form shall be served to the Company five days before the meeting.
A shareholder may only issue one proxy form and appoint one proxy. In the event of duplicate proxy forms, the first proxy form delivered shall prevail, except for those who declare that they revoke the previous proxy form.
In the event that shareholders appoint a proxy to attend the meeting, they shall comply with Article 177 of the Company Act and the regulations of the competent authorities.
Article XV
If a shareholders' meeting is convened by the Board, the Chairman shall be the chairperson. If the Chairman is on leave or is unable to exercise his/her powers, the chairperson shall designate a Director to act on his/her behalf. If no one is designated, one Director shall be elected among themselves to act on the Chairman's behalf. If the shareholders' meeting is convened by another person with the convening rights, the chairperson shall be the person with the convening rights; if there are two or more persons with convening rights, one of them shall be elected as the chairperson.
Article XVI
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under the Company Act or other applicable laws.
Article XVII
Except as otherwise provided by the Company Act or the Articles of Incorporation, resolutions at a shareholders' meeting shall obtain the consent of over half of the attending shareholders at a meeting attended by shareholders who represent over half of the total issued shares.
Article XVIII
Meeting minutes shall be made regarding the resolutions made at a shareholders' meeting and be signed or sealed by the chairperson. Such minutes shall be distributed to shareholders within 20 days from the meeting.
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The distribution of meeting minutes may be done in the form of public announcement. The day, month and year of the meeting, venue of the meeting, chairperson's name and how a proposal was resolved, as well as the summary information about how the meeting was proceeded and the result of the meeting shall be recorded in the minutes. The minutes of the shareholders' meeting, the attendance book and the proxy forms shall be kept in the Company.
Chapter IV Directors and Audit Committee
Article XIX
The Company shall have five to seven Directors. The candidate nomination system is adopted for the election of Directors, and they are elected by the shareholders' meeting from among capable persons by way of cumulative voting. Their term of office is three years, and they may be re-elected and reappointed. The total shares of the Company held by all directors of the Company are handled in accordance with the regulations of the securities regulatory authorities.
The number of Directors in the preceding paragraph includes Independent Directors, and the number of Independent Directors shall be no less than three persons. The consecutive term of offices of Independent Directors shall not exceed three sessions. Matters related to the acceptance of candidate nomination and announcement are subject to the Company Act and the requirements of the competent authority of securities.
Article XX
If the re-election cannot be conducted in time upon the expiry of the term of office of Directors, the duties of the Directors are extended until the appointment of the re-elected Directors. However, the competent authority may, ex officio, order the Company to elect new directors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors shall be discharged ipso facto from such expiration date.
Article XX-I: When the Company's directors perform their duties for the Company, the Company may pay remuneration regardless of whether the Company operates at a profit or loss, except for those who receive salary in accordance with the Company's regulations for their positions in the Company. The Board of Directors is authorized to decide the rates of such remuneration based on the extent of their performance at a level consistent with general practices in the industry.
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Article XXI
The Directors form the Board. The Chairman is elected by obtaining the consent of more than half of the attending Directors at a meeting attended by more than two-thirds of the Directors. The Chairman is the chairperson of shareholders' meetings and Board meetings internally, and he/she implements all affairs of the Company based on laws, regulations, Articles, and the resolutions of the shareholders' meeting and the Board meeting.
When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, one of the directors shall be appointed to act as proxy. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as the proxy. The Chairperson of the Board of Directors shall convene the Board of Directors' meeting. If the Chairperson of the Board of Directors is unable to convene the Board of Directors' meeting for any reason, the preceding provisions shall apply to the order of proxy.
Notice of a meeting of the Board of Directors may be given in writing, by e-mail or by fax.
Article XXII
For Board meetings, Directors shall attend in person. However, if a Director is unable to attend the meeting due to other reasons, he/she shall engage another Director to attend on his/her behalf by issuing a proxy form that sets out the scope of authorization for the reasons for the meeting; however, a Director may only be the proxy of up to one other Director. In case a meeting of the Board of Directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article XXIII
Each Director has one vote. Except as otherwise stated in the Company Act or the Articles, resolutions of the Board meeting shall receive consent from more than half of the attending Directors at a meeting attended by more than half of the Directors.
Article XXIV
Meeting minutes shall be made regarding the resolutions made at a Board meeting and be signed or sealed by the chairperson. Such minutes shall be distributed to shareholders within 20 days from the meeting. The day, month and year of the meeting, venue of the meeting, chairperson's name and how a proposal was resolved, as well as the summary information about how the meeting was proceeded and the result of the meeting shall be recorded in the
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minutes. The minutes of the shareholders' meeting, the attendance book and the proxy forms shall be kept in the Company.
Article XXV The Company has established its Audit Committee that comprises all Independent Directors according to laws and regulations. The committee is responsible for implementing the powers of supervisors under the Company Act, Securities and Exchange Act, and other laws and regulations; supervisors were abolished on the date on which the Audit Committee of the Company is established according to the law.
The number of Audit Committee members, terms of office, authority, rules of procedure and the resources to be provided when exercising the authority shall be formulated by the Board of Directors in accordance with the Audit Committee's organizational rules.
Chapter V Corporate Bond
Article XXVI The Company may issue corporate bonds according to the Company Act for its business requirements.
Chapter VI Managers
Article XXVII The Company may have multiple managers, and their appointment, dismissal, and compensation shall be subject to the Company Act.
Chapter VII Accounting
Article XXVIII The Company's fiscal year is from January 1 of each year to December 31 of the same year. The Board shall prepare the following books and statements at the end of each fiscal year and submit them to the annual shareholders' meeting for ratification according to the statutory procedures.
(I) Business report.
(II) Financial statements.
(III) Proposal concerning the distribution of earnings or covering of losses.
Article XXIX If the Company records profits for the year (profits mentioned refer to gains of profit before tax before deducting the distribution of remuneration to employees), it shall appropriate 1% to 10% as the remuneration to employees;
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however, if the Company has accumulated losses, compensation shall be made.
In the remuneration of employees above, no less than 40% shall be appropriated as the remuneration distributed to non-executive employees.
The counterparties for the distribution of remuneration of employees in stocks or in cash in the first paragraph include employees of subordinates who fulfill certain conditions.
Matters in the three preceding paragraphs shall be resolved by receiving the consent of over half of the attending Directors at a Board meeting attended by over two-thirds of the Directors and reported to the shareholders' meeting
The annual net income of the Company, if any, is distributed in the following order.
(I) Offsetting the accumulated deficit (including adjusting the amount of undistributed earnings).
(II) Contributing 10% as legal reserve. However, this is not applicable when the legal reserve has reached the total paid-in capital.
(III) Appropriating or reversing special reserve in accordance with the law or the regulations of the competent authority.
(IV) The Board of Directors shall prepare a proposal for the distribution of the remaining amount and the ending undistributed earnings (including the amount of adjusted undistributed earnings) and submit it to the shareholders for resolution.
The Company may authorize the distributable dividends and bonuses, capital surplus or legal reserve in part or in whole, to be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
Article XXX The industry of the Company is in the stage of stable growth, with the capital requirements have slowed down. In the future, the Company will return the business performance to shareholders as much as possible. In consideration the balance between the Company's business development, capital and financial position, capital expansion and shareholders' equity, the Company's dividend policy shall be based on the principle of a combination of cash and
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stock dividends, and the ratio of cash dividends shall not be less than 10% of the total amount of dividends distributed in the year.
Chapter VIII Supplementary Provisions
Article XXXI The organizational rules and implementation rules of the Company may be otherwise established by the Board.
Article XXXII Unaddressed matters in the Articles shall be subject to the Company Act and other laws and regulations.
Article XXXIII The Articles were established on August 10, 1984.
The 1st amendment was made on February 28, 1985.
The 2nd amendment was made on December 5, 1985.
The 3rd amendment was made on October 14, 1986.
The 4th amendment was made on April 16, 1988.
The 5th amendment was made on November 21, 1988.
The 6th amendment was made on June 15, 1989.
The 7th amendment was made on July 16, 1990.
The 8th amendment was made on June 30, 1991.
The 9th amendment was made on November 29, 1991.
The 10th amendment was made on March 23, 1992.
The 11th amendment was made on August 18, 1992.
The 12th amendment was made on June 22, 1993.
The 13th amendment was made on May 20, 1994.
The 14th amendment was made on August 19, 1994.
The 15th amendment was made on May 27, 1996.
The 16th amendment was made on May 26, 1997.
The 17th amendment was made on September 30, 1997.
The 18th amendment was made on May 12, 1998.
The 19th amendment was made on May 17, 1999.
The 20th amendment was made on May 10, 2000.
The 21st amendment was made on August 25, 2000.
The 22nd amendment was made on May 30, 2002.
The 23rd amendment was made on May 29, 2003.
The 24th amendment was made on July 14, 2005.
The 25th amendment was made on June 15, 2006.
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The 26th amendment was made on June 10, 2009.
The 27th amendment was made on June 25, 2010.
The 28th amendment was made on June 6, 2012.
The 29th amendment was made on June 11, 2014.
The 30th amendment was made on June 7, 2016.
The 31st amendment was made on June 9, 2020.
The 32nd amendment was made on July 14, 2021.
The 33rd amendment was made on June 8, 2022.
The 34th amendment was made on June 18, 2024.
The 35th amendment was made on Jun 17, 2025.
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【Appendix II】
Huxen Corporation
Rules of Procedure for Shareholders' Meeting
Article I
Principles of applicability
I. To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted.
II. The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article II
Call of shareholders' meeting and meeting notice
I. Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors. Unless otherwise provided in the "Regulations Governing the Administration of Shareholder Services of Public Companies", a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. Changes to how the Company 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.
II. This Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, and upload them to the MOPS before thirty days before the date of a regular shareholders' meeting or before fifteen days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before twenty one days before the date of the regular shareholders' meeting or before fifteen days before the date of the special shareholders' meeting. Before fifteen days before the date of
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the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
III. 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.
IV. Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extempore motion.
V. Where election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date shall not be altered by any extempore motion or otherwise in the same meeting.
Article III
Proposals and Handling before Shareholders' Meeting
I. A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests
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or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
II. Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.
III. The company shall include the proposal submitted by a shareholder in the list of proposals to be discussed at a regular meeting of shareholders and specifies it in the meeting notice after review by the Board of Directors, unless any of the following circumstances is satisfied:
(I) Where the subject of the proposal cannot be settled or resolved by a resolution to be adopted at the shareholders' meeting.
(II) Where the number of shares of the Company in the possession of the shareholder making the proposal is less than one percent of the total number of outstanding shares at the time when the share transfer registration is suspended by the Company.
(III) Where the proposal is submitted on a day beyond the deadline fixed and announced by the Company for accepting shareholders' proposals.
(IV) Where the proposal contains more than 300 words (including punctuation) or more than one matter in a single proposal or is not made in writing.
IV. The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened.
V. Shareholders' proposals listed in an agenda in accordance with the third paragraph may be combined if they are of the same type.
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VI. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
Article IV Shareholders' attendance
I. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
II. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.
III. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
IV. If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article V Principles determining the time and place of a shareholders' meeting
I. The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
II. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article VI Preparation of documents such as the attendance book
I. The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to
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register for attendance, and other matters for attention. If a shareholders' meeting is held by means of a video conference, the participation of shareholders and the method of exercising their rights shall be recorded. The method of participation and exercise of rights by shareholders, the handling of any force majeure that may hinder participation on the video conferencing platform or the video conferencing process, the date of any postponement or continuation of the meeting and other noteworthy matters should be recorded. Further, if a video shareholders' meeting is held, the appropriate alternative measures for shareholders who have difficulty to participate by visual means should be recorded. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the Company and other related matters requiring attention. The time during which shareholder attendance registrations will be accepted shall be at least thirty 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. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform thirty minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders' meeting in person.
II. Shareholders or proxies appointed by shareholders (collectively "shareholders") shall attend shareholders' meetings based on attendance cards. The Company shall not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
III. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
IV. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
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V. 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 is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
VI. In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
VII. In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article VII Chair and non-voting participants of a shareholders' meeting
I. If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
II. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
III. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article VIII Documentation of a shareholders' meeting by audio or video
I. The Company shall make an uninterrupted audio and video recording of the whole proceedings of the shareholders' meeting, and the recorded materials shall be retained for at least one 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.
II. Where a shareholders' meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and
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continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
III. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
Article IX Calculating shares and calling shareholders' meeting to order
I. Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
II. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
III. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
IV. When, prior to conclusion of the meeting, the attending shareholders
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represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article X Discussion of proposals
I. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
II. 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.
III. The chair may 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. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
IV. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; 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, call for a vote, and schedule sufficient time for voting.
Article XI Shareholder speech
I. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
II. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When
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the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
III. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
IV. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
V. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
VI. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
VII. Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
VIII. As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article XII Calculation of voting shares and recusal system
I. Voting at a shareholders' meeting shall be calculated based the number of shares.
II. With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
III. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item,
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and may not exercise voting rights as proxy for any other shareholder.
IV. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
V. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article XIII Voting on motions
I. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
II. When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
III. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
IV. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a declaration of intent to retract the voting rights already exercised under the preceding
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paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
V. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the number of votes for and against and the number of abstentions, shall be entered into the MOPS.
VI. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
VII. 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.
VIII. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' 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.
IX. In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
X. When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders'
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meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
XI. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extempore motions, they shall not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article XIV Election
I. The election of directors at a shareholders' meeting shall be 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 as directors and the numbers of votes with which they were elected.
II. 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 one 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 XV Meeting minutes and signatures
I. Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within twenty days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
II. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
III. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose
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the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.
IV. Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
Article XVI Public disclosure
I. On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least thirty minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
II. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed period.
Article XVII Maintaining order at the meeting place
I. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
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II. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
III. At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
IV. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article XVIII Recess and resumption of a shareholders' meeting
I. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting suspended temporarily and announce a time when, in view of the circumstances, the meeting will be resumed.
II. If the meeting venue is no longer available for continued use, and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
III. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article XIX Disclosure of information at virtual meetings
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least fifteen minutes after the chair has announced the meeting adjourned.
Article XX Location of the chair and secretary of virtual-only shareholders' meeting
When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location of the country, and the chair shall declare the address of their location when the meeting is called to order.
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Article XXI
Handling of communication barriers and digital divide of shareholders
I. In the event of a virtual shareholders' meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
II. In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than thirty minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
III. During a postponed or resumed session of a shareholders' meeting held under the above paragraph, no further discussion or resolution is required for proposals for which votes and list of elected directors and supervisors have been cast and counted and results have been announced.
IV. When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. Besides this, shareholders whose names appear on the register of shareholders at the original shareholders' meeting at which the transfers were closed are entitled to attend the shareholders' meeting.
V. For dates or period set forth under Article 12, second half, and paragraph 3, Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies, and paragraph 2 of Article 44-5, Article 44-15, and paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or
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resumed under the second paragraph.
VI. When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
VII. When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the Company and other related matters requiring attention.
Article XXII Taking effect
These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
These Rules were formulated on June 8, 2018.
The 1st amendment was made on June 9, 2020.
The 2nd amendment was made on July 14, 2021.
The 3rd amendment was made on June 8, 2022.
The 4th amendment was made on June 18, 2024.
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【Appendix III】
Huxen Corporation
Rules of Procedure for Election of Directors
Article I
Purpose
To ensure a just, fair and open election of directors, these Regulations are adopted.
Article II
Applicable principles
Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Regulations.
Article III
Election of directors
- When the Company's directors are be elected, consideration should be given to the composition of the Board of Directors as a whole. The composition of the board of directors shall be determined by taking diversity into consideration and the basic conditions and values and professional knowledge and skills shall be the criteria.
- All members of the board shall have the knowledge, skills, and Qualities, such as Ability to make operating judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, Knowledge of the industry, an international market perspective, ability to lead and ability to make policy decisions.
- A spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors.
Article IV
Election of independent directors
The qualification and election of the Company's independent directors shall comply with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and shall be conducted in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx0-Listed Companies."
Article V
Nomination and elections
- Independent directors of the Company are subject to the procedures of the candidate nomination system. The review includes the qualifications, educational and experience background of the independent director candidates and whether or not there are any of the matters set out in Article 30 of the Companies Act. No additional qualification documents shall be added arbitrarily and the results of the review shall be provided to the shareholders for their reference.
- If the number of directors is less than five due to dismissal, the Company shall hold a by-election at the most recent shareholders' meeting. However, when the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders' meeting within 60 days of the occurrence of that fact to hold a by-election for directors.
- When the number of independent directors is lower than the requirement in the proviso to Article 14-2, paragraph 1 of the Securities and Exchange Act or the applicable provisions of the TWSE Rules Governing Review of Securities Listings, a by-election for independent directors shall be held at
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the next shareholders' meeting. When all independent directors have been dismissed, the company shall convene a special shareholders' meeting to hold a by-election within 60 days from the date on which the fact occurred.
Article VI Voting method
The Company shall adopt a cumulative voting system for the election of directors. The number of votes exercisable with respect to one share shall be the same as the number of directors to be elected and the total number of votes per share may be consolidated for the election of one candidate or may be split for the election of two or more candidates. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Article VII Ballot
The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article VIII Vote counting principles
The number of directors will be as specified in this Corporation's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. 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 IX Ballot verification
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before the voting commences.
Article X How to fill in the ballot
If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number on the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a government organization or juristic-person shareholder, the name of the government organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the government organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article XI Invalid ballot
A ballot is invalid if one of the following occurs:
- The ballot was not prepared by a person with the right to convene.
- A blank ballot is placed in the ballot box.
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- 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 XII Ballot counting
- The voting rights shall be calculated on site immediately after the end of the poll and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair or his/her designee on the site.
- 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 one 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 XIII Implementation
These Regulations, and any amendments hereto, shall be implemented after approval by a shareholders' meeting.
These Regulations were enacted on June 8, 2018.
The 1st amendment was made on July 14, 2021.
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【Appendix IV】
Huxen Corporation
Current Shareholding of Directors
I. The amount of statutory number of shares held by the current members of the 12th board directors of Huxen Corporation is as follows:
Number of common shares issued by Huxen 144,496,011 shares
Statutory number of shares held by all directors 8,669,760 shares
II. The shareholding status of the individual and all directors as recorded in the shareholders' meeting on the book closure date of this shareholders' meeting is as follows:
Book closure date: April 18, 2026
(Unit: Shares)
| Title | Name | Number of shares held recorded in shareholders register on book closure date | Remark |
|---|---|---|---|
| Chairperson | Liao, Ching-Chang | 0 | |
| Director | Chuang, Hsiao-Chen | 39,359,689 | Representative of Aurora Holdings Incorporated |
| Director | Chen, I-Hsiung | ||
| Director | Wu, Tang-Hai | 101,001 | |
| Independent Director | Chen, Chen-Mei | 0 | |
| Independent Director | Wang Tzu-Chi | 0 | |
| Independent Director | Wang, Jen-Kuo | 0 | |
| Total shares of all directors: 39,460,690 shares Shareholding ratio 27.31% |
Note: 1. As of April 18, 2026, the total number of issued shares of the Company: 144,496,011 shares.
2. Huxen has established an Audit Committee. Therefore, the statutory shareholding for supervisors is not applicable.

Notice to readers
For the convenience of readers, the meeting handbook has 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 shall prevail.