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I-CHIUN — AGM Information 2026
May 5, 2026
52119_rns_2026-05-05_18f55ee7-63ca-40a6-bdeb-5c65ee2b84c1.pdf
AGM Information
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一詮精密工業股份有限公司 I-CHIUN PRECISION INDUSTRY CO., LTD
Stock code: 2486
I-CHIUN PRECISION INDUSTRY CO., LTD.
Handbook for the 2026 Annual Meeting of Shareholders
May 25, 2026
I-CHIUN PRECISION INDUSTRY CO., LTD.
Handbook for the 2026 Annual Meeting of Shareholders
Table of Contents
| Table of Contents | |
|---|---|
| I. | Meeting Procedure ...............................................................................................................1 |
| II. | Meeting Agenda ...................................................................................................................2 |
| III. | Management Presentation (Company Reports) ...................................................................3 |
| IV. | Proposals ..............................................................................................................................7 |
| V. | Discussion Item 1 .................................................................................................................8 |
| VI. | Election Items .................................................................................................................... 11 |
| VII. | Discussion Item 2 ............................................................................................................... 11 |
| VIII. | Questions and Motions ......................................................................................................12 |
| IX. | Adjournment ......................................................................................................................12 |
| X. | Attachment .........................................................................................................................13 |
| 1. Business Report ..........................................................................................................13 | |
| 2. Audit Committee’s Review Report .............................................................................18 | |
| 3. Auditors’ Report and Financial Statements ................................................................19 | |
| 4. Procedures for the Issuance of Restricted Stock Awards for 2026 .............................39 | |
| 5. List of director candidates ..........................................................................................43 | |
| 6. Non-Competition Particulars of Director Candidates .................................................47 | |
| XI. | Appendixes ........................................................................................................................48 |
| 1. Articles of Incorporation .............................................................................................48 | |
| 2. Rules of Procedure for Shareholders’ Meetings .........................................................55 | |
| 3. Procedures for the Election of Directors.....................................................................62 | |
| 4. Information on Directors and Ownership ...................................................................64 |
I-CHIUN PRECISION INDUSTRY CO., LTD.
Procedure for the 2026 Annual Meeting of Shareholders
-
Call the Meeting to Order (with a report of the number of shares represented by the participants)
-
Chairperson Remarks
-
Management Presentation (Company Reports)
-
Proposals
-
Discussion Item
-
Election Items
-
Other Item
-
Questions and Motions
9. Adjournment
1
I-CHIUN PRECISION INDUSTRY CO., LTD.
Agenda of Annual Meeting of Shareholders of 2026
Method of Convening: Physical Shareholders’ Meeting
Time: 9:00 a.m. (Monday), May 25, 2026
Location: 3F, No. 95, Wugong Rd., Xinzhuang Dist., New Taipei City, Taiwan (R.O.C.) (auditorium on the 3rd floor of the Service Center, New Taipei Industrial Park)
Meeting Procedure:
-
Call the Meeting to Order (announce the total number of shares that should be present and the total number of shares that are present at the annual meeting of shareholders)
-
Chairperson Remarks
-
Management Presentation (Company Reports)
-
A. 2025 Business Report
-
B. 2025 Audit Committee Review Report
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C. 2025 Annual Employee and Director Remuneration Distribution Report
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D. 2025 Director Remuneration Payment Report
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E. Report on Profit Distribution and Cash Distribution from Capital Surplus
-
F. Treasury Share Buyback Report
-
Proposals
-
A. 2025 Final Accounts
-
B. 2025 Earnings Distribution Proposal
-
Discussion Item: Proposal for the Issuance of Restricted Stock Awards for 2026
-
Election Item: Full Re-election of Directors
-
Other Item: Proposal to Lift the Non-Competition Restrictions on Directors
-
Questions and Motions
-
Adjournment
2
Management Presentation (Company Reports)
Report 1 Proposal: 2025 Business Report, submitted for review and acknowledgment. Explanation: The results of business operations for 2025 are set out in Attachment 1 on page 13 of the Meeting Handbook.
-
Report 2 Proposal: 2025 Audit Committee Review Report, submitted for review and acknowledgment.
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Explanation: 1. The Company’s 2025 business report, earnings distribution proposal, and financial statements audited and attested by the certified public accountants have been reviewed and completed by the Audit Committee, and a review report has been duly prepared and filed.
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The Audit Committee Review Report is set out in Attachment 2 on page 18 of the Meeting Handbook.
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Report 3 Proposal: 2025 Employee and Director Compensation Distribution Report, submitted for review and acknowledgment.
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Explanation: 1. Pursuant to the Company’s Articles of Incorporation, the Company shall, after offsetting accumulated losses, appropriate no less than 10% of the profit before tax before deduction of employee compensation and remuneration to directors and supervisors as employee compensation, of which no less than 4.5% shall be distributed to non-managerial employees, and no more than 3% shall be appropriated as remuneration to directors and supervisors.
-
The 2025 employee and director compensation has been approved by resolution of the Company’s Remuneration Committee and Board of Directors. Employee compensation of NTD 3,739,642 (of which NTD 1,746,335 is attributable to entry-level employees) and director compensation of NTD 1,121,892 shall be distributed in cash.
-
There is no difference between the abovementioned amount and the estimated amount for the year of expenses recognition.
3
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Report 4 Proposal: 2025 Director Remuneration Payment Report, submitted for review and acknowledgment.
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Explanation: 1. All Directors and Supervisors of the Company may receive recurring remuneration, such as transportation allowances and salaries. The Board of Directors is authorized to determine the amounts of such remuneration based on the level of their involvement in, and the value of their contributions to, the operation of the Company. Such remuneration shall be paid according to the common standard adopted in the industry, regardless of whether there is an operating profit or loss.
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The Company has established the Remuneration Committee to assist the Board of Directors in determining the remuneration to the Company’s directors and managers, and the Company’s remuneration policy. If the Company retains earnings at the end of the year, the remuneration shall be distributed to directors upon review by the Remuneration Committee and per the resolution of the Board of Directors, subject to the Company’s operating performance and involvement of each director in the Company’s operations and the value of their contribution. The income and remuneration are linked to the reasonableness and fairness of the performance risk. The Remuneration Committee also regularly evaluates the contents and reasonableness of the payment standards applicable to directors.
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The remuneration paid to directors of the Company for 2025 is set out in the table below.
4
Unit: NTD thousand
| Position | Name | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Sum of A, B, C, and D and percentage of net profit margin (%) |
Sum of A, B, C, and D and percentage of net profit margin (%) |
Remuneration to directors also holding employee positions | Remuneration to directors also holding employee positions | Remuneration to directors also holding employee positions | Remuneration to directors also holding employee positions | Remuneration to directors also holding employee positions | Remuneration to directors also holding employee positions | Remuneration to directors also holding employee positions | Remuneration to directors also holding employee positions | The sum of A, B, C, D, E, F and G and percentage of net profit margin (%) |
The sum of A, B, C, D, E, F and G and percentage of net profit margin (%) |
Remuneration from Invested Businesses Other than Subsidiaries or from Parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension upon retirement (B) |
Directors’ remuneration (C) |
Service Expenses (D) | Wages, bonuses, and special allowances, etc. (E) |
Pension upon retirement (F) |
Employee Compensation (G) | ||||||||||||||||
| The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in th financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in th financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
|||||
| Amoun t of cash |
Amoun t of shares |
Amoun t of cash |
Amoun t of shares |
|||||||||||||||||||
| Chairman | CHOU, WAN-SHUN |
6,876 | 9,036 | 0 | 0 | 52 | e 837 |
60 | 140 | 6,988 13.81% |
10,013 19.78% |
0 | 0 | 0 | e 0 |
62 | 0 | 62 | 0 | 7,050 13.93% |
10,075 19.90% |
None |
| Vice Chairman |
LEE, CHUNG-YI |
0 | 0 | 0 | 0 | 100 | 300 | 60 | 140 | 160 0.32% |
440 0.87% |
0 | 3,648 | 0 | 0 | 0 | 0 | 300 | 0 | 160 0.32% |
4,388 8.67% |
None |
| Director | LIN, WU-CHUN | 0 |
0 | 0 | 0 | 150 | 150 | 60 | 60 | 210 0.41% |
210 0.41% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 210 0.41% |
210 0.41% |
None |
| Director | YEH, CHWEI-JING |
0 | 0 | 0 | 0 | 150 | 150 | 40 | 40 | 190 0.38% |
190 0.38% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 190 0.38% |
190 0.38% |
None |
| Independent Director |
LEE, JIH-CHIEN |
120 | 120 | 0 | 0 | 170 | 170 | 60 | 60 | 350 0.69% |
350 0.69% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 350 0.69% |
350 0.69% |
None |
| Independent Director |
KUO, CHUNG-CHIEN |
120 |
120 | 0 | 0 | 200 | 200 | 60 | 60 | 380 0.75% |
380 0.75% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 380 0.75% |
380 0.75% |
None |
| Independent Director |
CHANG, HSIEN-SUNG |
120 | 120 | 0 | 0 | 150 | 150 | 50 | 50 | 320 0.63% |
320 0.63% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 320 0.63% |
320 0.63% |
None |
| Independent Director |
HUNG, SHUN-CHING |
120 | 120 | 0 | 0 | 150 | 150 | 60 | 60 | 330 0.65% |
330 0.65% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 330 0.65% |
330 0.65% |
None |
| Total | 7,356 | 9,516 | 0 | 0 | 1,122 | 2,107 | 450 | 610 | 8,928 17.64% |
12,233 24.16% |
0 | 3,648 | 0 | 0 | 62 | 0 | 362 | 0 | 8,990 17.76% |
16,243 32.08% |
None |
5
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Report 5 Proposal: Earnings distribution and capital surplus cash distribution report, submitted for review.
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Explanation: 1. Pursuant to authorization under the Company’s Articles of Incorporation and by resolution of the Board of Directors, the cash dividend to be distributed to shareholders from the Company’s 2025 earnings is NTD 57,989,645, at NTD 0.25 per share.
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As authorized by the Company’s Articles of Incorporation and approved by resolution of the Board of Directors, cash will be distributed from the capital surplus derived from the premium on issuance of shares above par value in the amount of NTD 57,989,645, with a per-share distribution of NTD 0.25.
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Cash dividends and cash distributions from capital surplus shall be calculated and paid to the nearest NT dollar (truncating amounts under NTD 1). The total sum of fractional amounts less than NTD 1 shall be adjusted in descending order of decimal value and in ascending order of shareholder account numbers until the total distribution amount is met.
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The proposal was approved by the resolution of the Board of Directors and the Chairman was authorized to determine the ex-dividend base date, distribution date and other related matters. If there is any change in the Company’s share capital, which affects the number of outstanding stocks and thereby results in a change in the payout ratio, the Chairman shall be authorized to handle relevant matters in accordance with the Company Act or relevant laws and regulations.
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Report 6 Proposal: Treasury Share Buyback Report, submitted for review and acknowledgment.
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Explanation: 1. By resolution of the Board of Directors on April 10, 2025, the Company was authorized to repurchase up to 2,000,000 of its own shares for transfer to employees during the period from April 11, 2025 to June 9, 2025, in accordance with applicable regulations, representing 0.8549% of the Company’s total issued shares at that time.
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The Company repurchased a total of 2,000,000 shares during the period from April 22, 2025 to June 9, 2025, at a total repurchase consideration of NTD 154,397,494. The repurchase was approved by the Financial Supervisory Commission under letter Jin-Guan-Zheng-Jiao-Zi-No. 1140347958 dated June 12, 2025. As of April 1, 2026, no shares have yet been transferred.
6
Proposals
Proposals 1 (Proposed by the Board)
Proposal: 2025 Final Accounts, submitted for ratification.
Explanation: 1. The Company’s 2025 individual financial statements and
-
consolidated financial statements have been audited and attested by Lin Ya-Hui and Juan Lu Man-Yu, certified public accountants of PricewaterhouseCoopers, Taiwan, and have been reviewed and completed by the Audit Committee together with the business report. Submitted for ratification.
-
The 2025 business report, auditors’ report, balance sheet as of December 31, 2025, and the 2025 comprehensive income statement, statement of changes in equity, and statement of cash flows are set out in Attachment 1 and Attachment 3 on pages 13 and 19–38 of the Meeting Handbook.
Resolution:
Proposals 2 (Proposed by the Board)
Proposal: 2025 Earnings Distribution Proposal, submitted for ratification. Explanation: The Company’s after-tax net profit for 2025 as audited and attested by the certified public accountants is NTD 50,617,672. The proposed earnings distribution schedule is as follows, submitted for ratification.
I-CHIUN PRECISION INDUSTRY CO., LTD. Table for Surplus Distribution 2025
| Table for Surplus Distribution 2025 |
|
|---|---|
| Unit: NTD | |
| Unappropriated earnings at the beginning of the period | 3,005,733 |
| Add: Adjustment to retained earnings (actuarial pension calculations) |
2,327,606 |
| Add: Changes in ownership interests in subsidiaries | 74,444 |
| Adjusted unappropriated earnings | 5,407,783 |
| Add: Net surplus after tax of the year | 50,617,672 |
| Less: Allocation of 10% for legal reserve | (5,301,972) |
| Add: Reversal of Special Reserve Appropriated According to Law |
8,099,764 |
| Distributable surplus | 58,823,247 |
| Less: Dividend (Per Share NTD 0.25) | (57,989,645) |
| Tax on unappropriated retained earnings at the end of the year |
833,602 |
Chairman: CHOU, WAN-SHUN President: Meng-Hsien Chou Accounting Officer: HUANG, CHIH-CHUN
Resolution:
7
Discussion Item
Discussion No. 1 (Proposed by the Board) Proposal Proposal for the Issuance of new employee restricted shares for Year 2026, : submitted for resolution.
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Explanat 1. This issuance is carried out pursuant to Article 267 of the Company Act ion: and the “Regulations Governing the Offering and Issuance of Securities by Issuers” promulgated by the Financial Supervisory Commission.
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In order to attract and retain the professional talent required by the Company, incentivize employees, and strengthen employee loyalty so as to jointly create value for the Company and all shareholders, the Company proposes to issue new employee restricted shares in the form of ordinary shares.
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This issuance of new employee restricted shares consists of 1,000,000 ordinary shares at a par value of NTD 10 per share, for a total issuance amount of NTD 10,000,000, to be issued on a gratuitous basis. The issuance terms, employee eligibility criteria and the number of shares to be granted or subscribed for, the rationale for this issuance of new employee restricted shares, the estimated amount to be expensed, the dilutive effect on the Company’s earnings per share, and other matters affecting shareholders’ equity are set out below.
| affecting s | hareholders’ equity are set out below. |
|---|---|
| Total issue amount | 1,000,000 shares at a par value of NTD 10 per share, for a total amount of NTD 10,000,000. The issuance shall be filed with the competent authority for registration in one or multiple tranches within one year from the date of the shareholders’ meeting resolution, and may be issued in one or multiple tranches within two years from the date on which notification of the registration becoming effective is received from the competent authority, as actual needs require. The actual issuance date shall be determined by the Chairman pursuant to authorization by the Board of Directors. |
| Issuance Terms | (1) Issue Price: This issuance constitutes a gratuitous distribution of new shares with no cash consideration; the issue price is NTD 0. (2) Class of shares to be issued: Ordinary shares of the Company. (3) Vesting conditions: Following the grant of restricted stock awards to employees, vesting shall be achieved upon satisfaction of all of the following conditions as of the expiration of each respective vesting period commencing from the capital increase base date: the employee remains in service, achieves a personal annual performance evaluation rating of Grade A or above, has fulfilled the service code of conduct, and has not been found in violation of the Company’s work rules. The proportion of shares vested upon satisfaction of the foregoing conditions is as follows: A. Employees whose performance evaluation result is satisfactory (on-target) upon completion of one full year from the grant date: 25% of the granted shares shall vest upon completion of theperformance evaluation; |
8
| B. Employees whose performance evaluation result is satisfactory (on-target) upon completion of two full years from the grant date: 25% of the granted shares shall vest upon completion of the performance evaluation; C. Employees whose performance evaluation result is satisfactory (on-target) upon completion of three full years from the grant date: 50% of the granted shares shall vest upon completion of the performance evaluation; (4) Treatment of Unvested Shares: In the event that an employee fails to satisfy the vesting conditions after receiving new employee restricted shares granted by the Company, the Company shall have the right to reclaim, without consideration, any new employee restricted shares granted to such employee that remain unvested as of the date on which the relevant circumstance occurs. |
|
|---|---|
| Employee Eligibility Criteria and Number of Shares to Be Granted or Subscribed For |
(1) Eligibility is limited to full-time regular employees of the Company and its domestic and foreign controlling or subsidiary companies who are on payroll as of the grant date of the new employee restricted shares. Controlling or subsidiary companies shall be determined in accordance with the standards set forth in Articles 369-2 and 369-3 of the Company Act. (2) The actual eligible employees and the number of restricted stock awards to be granted shall be determined in accordance with allocation criteria formulated with reference to factors including seniority, job grade, performance evaluation results, overall contribution, special merit, and other conditions relevant to managerial considerations. Such allocation shall be carried out in accordance with the Company Act and compliance requirements prescribed by the securities competent authority, and shall be submitted to the Board of Directors for approval following confirmation by the Chairman. For employees who hold the position of manager or director, the matter shall first be submitted to the Remuneration Committee for approval before being referred to the Board of Directors for resolution. For employees who do not hold the position of manager, the matter shall first be submitted to the Audit Committee for approval before being referred to the Board of Directors for resolution. (3) The cumulative number of shares that a single employee is entitled to subscribe for under employee stock warrants issued by the Company pursuant to Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Issuers, when added to the cumulative number of restricted stock awards received by that employee, shall not exceed three-thousandths (3/1,000) of the Company’s total issued shares; and when further added to the cumulative number of shares that the same employee is entitled to subscribe for under employee stock warrants issued by the Company pursuant to Article 56, Paragraph 1 of the same Regulations, the aggregate shall not exceed one percent (1%) of the Company’s total issued shares. In the event that the competent authority revises the relevant regulations, all matters shall be handled in accordance with the updated laws and regulations and requirements of the competent |
9
| authority. | |
|---|---|
| Rationale for This Issuance of New Employee Restricted Shares |
To attract and retain the professional talent required by the Company, incentivize employees, and strengthen employee loyalty so as to jointly create value for the Company and all shareholders. |
| Estimated Amount to Be Expensed, Dilutive Effect on Earnings Per Share, and Other Matters Affecting Shareholders’ Equity |
(1) Estimated amount to be expensed: The Company shall measure the fair value of the shares on the grant date and recognize the related expenses on a pro-rated basis over the vesting period. The maximum number of new employee restricted shares proposed for this issuance is 1,000,000 shares, issued at NTD 0 per share. The estimated total amount to be expensed is approximately NTD 53,465 thousand (calculated based on the closing price of NTD 150 per share on March 27, 2026 and other assumed conditions). Assuming issuance in September 2026, the estimated amounts to be expensed for 2026 through 2029 are NTD 26,406 thousand, NTD 67,031 thousand, NTD 36,563 thousand, and NTD 15,250 thousand, respectively. (2) Dilutive effect on earnings per share: Based on the Company’s actual issued shares of 233,958,579 as of March 27, 2026, the estimated reduction in earnings per share attributable to the expensing of new employee restricted shares for 2026 through 2029 is NTD 0.11, NTD 0.29, NTD 0.16, and NTD 0.07, respectively. (3) Other matters affecting shareholders’ equity: Based on the Company’s issued shares of 233,958,579 as of March 27, 2026, the number of shares proposed for this issuance represents approximately 0.43% of the Company’s total issued shares. |
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Any restrictions, material terms, or matters not addressed in connection with this issuance of new employee restricted shares shall be handled in accordance with applicable laws and regulations and the Issuance Procedures adopted by the Company. Please refer to Attachment 4 on pages 39–42 of the Meeting Handbook.
-
In the event that any terms and conditions of this issuance of new employee restricted shares require revision or amendment due to instructions from the competent authority, amendments to applicable laws and regulations, or changes in financial market conditions or the external environment, it is proposed that the Annual General Meeting authorize the Chairman to handle all such matters at his full discretion, subject to subsequent ratification by the Board of Directors prior to issuance.
Resolution:
10
Election Items
Election Item 1 (Proposed by the Board of Directors)
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Proposal: Full re-election of Directors, submitted for election. Explanation: 1. The current term of the Company’s Board of Directors expires on May 29, 2026. The re-election is hereby submitted for resolution at this year’s Annual General Meeting.
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Pursuant to Article 12 of the Company’s Articles of Incorporation, the Board of Directors shall comprise 7 to 9 directors. By resolution of the Board of Directors on January 29, 2026, it has been determined that 9 directors (including 4 independent directors) shall be elected in this re-election. The term of the newly elected directors shall run from May 25, 2026 to May 24, 2029, for a term of three years. The incumbent directors shall be deemed to have vacated office simultaneously upon the assumption of office by the newly elected directors.
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The list of director candidates approved by resolution of the Board of Directors on March 10, 2026 is set out in Attachment 5 on page 43 of the Meeting Handbook.
-
Submitted for election.
Election Results:
Other Item
Discussion No. 1 (Proposed by the Board)
Proposal: Proposal to Lift the Non-Competition Restrictions on Directors, submitted for resolution.
-
Explanation: 1. Pursuant to Article 209 of the Company Act, where a director engages, on his or her own behalf or on behalf of a third party, in any act falling within the scope of the Company’s business, such director shall explain the material particulars of the act to the Shareholders’ Meeting and obtain its approval.
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Certain directors of the Company may invest in or operate other companies whose business scope is the same as or similar to that of the Company. In accordance with applicable law, approval is hereby sought to lift the non-competition restrictions under Article 209 of the Company Act with respect to the newly elected directors.
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Details of the non-competition particulars for each director candidate as approved by the Board of Directors on March 10, 2026 are set out in Attachment 6 on page 47 of the Meeting Handbook.
Resolution:
11
Questions and Motions
Adjournment
12
[Attachment 1]
2025 Business Report
In 2025, global economic conditions were significantly affected by U.S. tariff policies. While industries related to AI and artificial intelligence recorded growth, other sectors experienced contraction due to weakening consumer demand. Against this backdrop, the Company’s principal product line of thermal management components recorded substantial growth, driven by advancements in AI-related technology and a series of newly developed products that secured customer qualification and generated increased order demand. Revenue from LED lead frames, ceramic substrates, and IC lead frames declined due to reduced consumer demand; however, the strong growth in thermal management component revenue enabled the Company’s overall revenue to continue its upward trajectory through the concerted efforts of all employees.
Looking ahead to 2026, the Russo-Ukrainian war remains unresolved, China’s economic slowdown continues, and uncertainty surrounding U.S. tariff policies persists. Nevertheless, the AI industry is at a pivotal inflection point, transitioning from technological research and development into scaled commercial deployment. Global market scale continues to expand, with generative AI and agentic AI emerging as the dominant paradigms. Taiwan maintains its position as a core hub of global AI infrastructure, leveraging its strengths across the semiconductor, server, and hardware supply chain ecosystem. The vertically integrated industry chain - spanning chip design, thermal management, PCBs, and cloud applications - continues to demonstrate strong growth momentum. The Company will sustain its commitment to research and development, expand development capacity, and continue facility expansion to increase production capacity in response to customer demand. In close collaboration with customers, the Company will strive to develop next-generation products, build out automated production equipment, and enhance production efficiency and effectiveness. Through the collective dedication and proactive ambition of all employees, supported by quality human and financial resources, the Company will endeavor to exceed its targets and enhance shareholder value.
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The Company’s 2025 operating overview is as follows: (1) 2025 Business Plan Implementation Results (Consolidated Financial Statements):
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A. Comparative analysis of business results
Unit: NTD thousand
| 2025 | 2024 | Increase (decrease) in Amount |
Change in Percentage (%) |
|
|---|---|---|---|---|
| Net operatingrevenue | 6,046,419 | 5,492,378 | 554,041 | 10.09% |
| Operating costs | 5,186,854 | 4,721,507 |
465,347 |
9.86% |
| Operating gross profit | 859,565 | 770,871 |
88,694 |
11.51% |
| Operating expense | 740,993 | 793,640 | (52,647) | (6.63%) |
| Operating profit | 118,572 | (22,769) |
141,341 |
(620.76%) |
| Non-operating revenues and expenses |
(30,975) | 88,957 |
(119,932) |
(134.82%) |
| Net profit before tax | 87,597 | 66,188 |
21,409 |
32.35% |
| Income tax expense | 17,327 | 36,484 |
(19,157) |
(52.51%) |
| Currentnet profit | 70,270 | 29,704 | 40,566 |
136.57% |
| Non-controlling equity | 19,652 | 10,897 |
8,755 |
80.34% |
| Current net profit or loss |
50,618 | 18,807 |
31,811 |
169.14% |
13
The Company’s product lines comprise LED lead frames, thermal management components, direct-lit TV backlight modules, ceramic substrates, and IC lead frames. Consolidated revenue for 2025 was NTD 6,046,419 thousand, an increase of NTD 554,041 thousand or 10.09% from NTD 5,492,378 thousand in 2024. The increase was primarily attributable to thermal management component revenue of NTD 1,745,805 thousand in 2025, representing a substantial increase of NTD 755,492 thousand or 76.29% from NTD 990,313 thousand in 2024.
Gross margin for the two most recent fiscal years was approximately 14%. Despite the significant increase in semiconductor thermal management component revenue in 2025, which would ordinarily have driven a substantial improvement in gross margin, the appreciation of the New Taiwan Dollar adversely affected USD-denominated revenue under U.S. tariff conditions, and the sharp rise in international precious metals prices drove up the cost of copper and silver used in the production of LED lead frames, thermal management components, and IC lead frames, resulting in only a marginal improvement in gross margin compared to 2024. Although share-based payment expenses and expected credit loss provisions decreased in 2025, the appreciation of the New Taiwan Dollar resulted in recognized foreign exchange losses and higher interest expense in non-operating income and expenses, such that the Company’s pre-tax net profit for 2025 recorded only a marginal increase over 2024.
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(2) 2025 Budget Execution: The Company did not publish financial forecasts for 2025.
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(3) Analysis on financial revenue and expenditure, and profitability
| Items | Year | 2025 |
2024 |
|---|---|---|---|
| Financial Income and Expense |
Operating revenue (NTD thousand) | 6,046,419 |
5,492,378 |
| Gross profit (loss) (NTD thousand) | 859,565 |
770,871 | |
| Profit after tax (loss) (NTD thousand) |
70,270 | 29,704 | |
| Profitability Analysis |
Asset return ratio(%) | 1.27 | 0.75 |
| Return On Equity (%) | 1.29 | 0.61 | |
| Income before tax as a percentage of paid-in capital (%) |
3.74 | 2.83 | |
| Netprofit ratio(%) | 1.16 | 0.54 | |
| Earnings Per Share(losses) (NTD) | 0.22 | 0.08 |
(4) R&D status
The Company’s thermal management component business has undergone a strategic transformation, shifting its focus from conventional computer and communications components to become a key leading supplier of thermal management solutions for high-performance computing (HPC) and AI server applications. Its core competitiveness lies in vertically integrated manufacturing capabilities and systematic management capacity. Thermal management component revenue has increased significantly as a proportion of total revenue compared to 2025, reflecting a fundamental shift in the Company’s thermal management product mix, with its revenue contribution rising substantially. The two principal product categories are as follows:
14
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A. Integrated Heat Spreaders (IHS): Applied in PCs, networking equipment, servers, and AI chips, IHS products protect chips and rapidly conduct heat both horizontally and vertically to the thermal dissipation module. As power consumption in next-generation AI chips from NVIDIA and multiple advanced packaging houses surges to 1,000W and is projected to exceed 2,000W in the future, the increased wattage demands larger, thicker, flatter, and higher-precision heat spreaders and thermal modules to improve packaging yield and post-packaging heat dissipation capability while simultaneously preventing chip and substrate warping. This also substantially enhances thermal conductivity efficiency, significantly increasing the value of the Company’s IHS and thermal module products.
-
B. Liquid Cooling: Applied in advanced thermal systems including liquid cooling modules, cold plates, manifolds, and immersion cooling modules. Next-generation technologies under development represent a key focus for the Company going forward: the 2,000W microchannel liquid (MCL) heat spreader and the 3,000W+ bidirectional cooling module integrate cooling channels directly onto the heat spreader, bringing the coolant into closer proximity to the chip and shortening the thermal conduction path. By combining the functions of a heat spreader and a cold plate in a single component, these solutions significantly enhance thermal dissipation performance to meet the extreme heat rejection demands of future AI computing workloads.
2. 2026 Business Plan Overview
-
(1) Business policy
-
A. Key points
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(A) Persistence: Cultivation of talents, development of new products, rapid improvement, and a growth rate of more than 20%.
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(B) With the aforementioned four pillars, we establish our obligations for long-term development, and implement improved administration as the method of sustainable development for corporate governance and management.
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(C) With refining, we focus on strategies to create core values. From a macro perspective, we shall think about how to achieve company goals.
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(D) Select the topics, measure the value created, and conduct business activities.
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(E) Focus on specific research areas, so that urgency and importance can be determined consistently. Achieve a balance between long-term and short-term goals. Lead decision-making, and reach the achievement of the overall goals.
-
-
B. Operation strategy
-
(A) Success comes from change.
-
(B) Proactive change brings greater opportunity and lower risk
-
(C) With high sensitivity to changes, one can actively anticipate developments. Compared to reactive change, proactive change presents higher chances of success.
-
(D) Proactive adaptation - “when one path closes, another opens; master one and all others follow”
-
C. Business philosophy
15
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(A) Honesty: the beginning and the end
-
(B) Integrity: the process
-
(C) Consistency: the results
Grounded in integrity, people-first, advancing high technology, committed to talent cultivation and research and development.
Guided by strategic objectives, the philosophy of focused excellence, and innovative thinking to drive sustained corporate growth.
Maintain a positive and optimistic outlook; embrace accountability; create value together; share equitably; advance with integrity; build the future together; achieve sustainable operations that contribute to society
(2) Expected sales volume
Projected sales volumes are derived from existing orders and anticipated customer orders, with reference to new product development plans and progress, and in consideration of future production capacity planning. Based on current international conditions, the prevailing economic environment, and historical experience, sales for 2026 are expected to achieve a meaningful level of growth.
-
(3) Key production and marketing policies
-
A. Production policy
-
(A) Target-based management system to improve production capacity.
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(B) Performance accountability system to meet quality requirements.
-
(C) Budget-based cost system to effectively reduce costs.
-
(D) Research and develop low-cost, high-value-added, and competitive products.
-
-
B. Sales policy
-
(A) Develop new products and develop new customers.
-
(B) Expand the share of existing customers.
-
(C) Develop new products, improve products, reduce costs, and create benefits.
-
(D) Train talents and internationalize marketing
-
a. Implement education and training based on the knowledge and skills required by job duties.
-
b. Pay attention to customer services, keep abreast of information, and expand the market.
-
c. Cultivation and training of talents.
-
d. Cultivation and training of talents with organizational leadership, promotion of growth and planning.
-
-
3. Future development strategy
With the rapid advancement of the AI industry, demand for high-performance thermal management solutions continues to grow, and the strategic importance of thermal management products within AI computing infrastructure is increasingly pronounced. The Company will continue to enhance its manufacturing technology, expand its presence in the AI thermal management market, and deepen customer relationships in order to strengthen market competitiveness and create long-term growth opportunities. The Company’s thermal management products will be developed along the following strategic directions:
- A. Continued accumulation of manufacturing experience in semiconductor thermal management products;
16
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B. precision manufacturing and processing capabilities;
-
C. high-quality process management;
-
D. and stable customer relationships
-
Impact of external competition environment, legal environment, and overall business environment
The rapid advancement of artificial intelligence, high-performance computing, and cloud data centers has driven a continuous increase in semiconductor chip power density, generating substantial growth in demand for high-performance thermal management products and establishing the thermal management industry as an increasingly critical enabling technology within AI infrastructure. The global thermal management industry is currently comprised of three principal categories of competitors: international thermal solution providers, Taiwanese thermal module manufacturers, and specialized manufacturers focused on semiconductor thermal management components. The competitive landscape as a whole is characterized by technology differentiation and customer qualification as the primary axes of competition.
In addition, amid evolving regulatory requirements and increasing environmental mandates related to sustainability metrics and net-zero carbon emissions, governments worldwide have established implementation timelines requiring industries to meet progressive compliance milestones. Domestic and international competitors alike face these challenges; the Company addresses them through continuous new product development, ongoing improvements to process capabilities and operational efficiency, and cost reduction initiatives.
Adhering to the business philosophy of integrity, respect, and consistency of words and action, the Company responds to changes in the international market and industry to meet customer needs, enhance product supply flexibility, and achieve the benefits of the international division of labor. In the spirit of pragmatism and integrity as promoted by the Company’s leaders, the Company as a whole will lay a solid foundation for sustainable development.
Chairman: CHOU, WAN-SHUN
President: Meng-Hsien Chou
Accounting Officer: HUANG, CHIH-CHUN
17
[Attachment 2]
I-CHIUN PRECISION INDUSTRY CO., LTD. Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 business report, financial statements (including consolidated financial statements), and earnings distribution proposal. The financial statements (including consolidated financial statements) have been audited by Ya-Hui Lin and Man-Yu Juan Lu, certified public accountants of PWC Taiwan, who have issued an audit report thereon.
The Audit Committee has reviewed the aforementioned statements and schedules prepared and submitted by the Board of Directors and finds no material irregularities. This report is hereby prepared pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, submitted for review and acknowledgment.
Sincerely,
I-Chiun Precision Industry Co., Ltd. 2026 Annual General Meeting of Shareholders
Audit Committee Convener: KUO, CHUNG-CHIEN
March 10, 2026
18
Independent Auditor’s Audit Report (2026) Cai-Shen-Bao-Zi No. 25004202
To the Board of Directors and Shareholders of I-CHIUN PRECISION INDUSTRY CO., LTD.
Audit Opinion
We have reviewed the accompanying consolidated balance sheets of I-CHIUN PRECISION INDUSTRY CO., LTD. and its subsidiaries (the “Group”) as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, based on our audit results and other accountants’ audit reports (see “other matters”), present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows for the years then ended, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) as endorsed and issued into effect by the Financial Supervisory Commission (FSC).
Basis for Opinion
The certified public accountant (CPA) engaged to audit and attest financial statements shall do so in accordance with the Standards on Auditing (TWSA). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audit results and other accountants’ audit reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the Group’s audit of the consolidated financial statements of 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s consolidated financial statements for 2025 are stated as follows:
Assessment of allowance for impairment losses
Description
For accounting policies for inventory, please refer to Note 4(13) of the consolidated financial statements; for the uncertainty of accounting estimates and assumptions in evaluation of inventory, please refer to Note 5(2) of the consolidated financial statements; for the description of allowance for impairment losses, please refer to Note 6(5) of the consolidated financial statements. The Group’s inventory and allowance for impairment losses on December 31, 2025 were NTD 1,629,670 thousand and NTD 161,262 thousand, respectively.
19
The Group’s evaluation of inventory is based on the cost or net realizable value, whichever is lower. Considering the rapid changes in the technological environment, its measurement is based on the judgment and estimation that there is a higher risk in inventory due to obsolete products or no market value. The Group’s inventory are measured at cost or net realizable value, whichever is lower; for inventory exceeding a certain period of age and individually identified obsolete and outdated inventory, the net realizable value is calculated based on historical information on the selling rate of inventory and the extent of the discount.
Because the Group’s inventory and its allowance for impairment losses has a significant impact on the consolidated financial statements, and the net realizable value adopted in the evaluation of outdated and obsolete inventory often involves subjective judgments of whether there is still market sales value in the future, there is a high degree of estimation uncertainty. Therefore, we have listed the assessment of allowance for impairment losses as a key audit matter.
Corresponding audit procedures
Our audit procedures performed in respect of the key audit matter above included the following:
-
Assess the reasonableness of the policies and procedures used in the allowance for impairment losses based on our understanding of the Group and the nature of the industry, including the inventory classification used to determine the net realizable value and the judgment of obsolete inventory items.
-
Understand the Group’s inventory management process, review its annual inventory plan, and participate in the annual inventory taking to evaluate the effectiveness of differentiating and controlling obsolete and outdated inventory by the management.
-
The methods for verifying the accounting estimates are appropriate and adopted consistently, including the Group’s procedures, methods, and assumptions regarding the identification of net realizable value, obsolete inventory, and outdated or damaged items, which are consistent with the previous period.
-
Randomly check the source information on selling prices used for the serial number of individual inventory items, compare the allowance for impairment losses in the previous period, and taking into account subsequent events, to assess the reasonableness of the allowance for impairment losses provided by the Group.
Other matters – reference to the audit or review of other accountants
Some subsidiaries and investees accounted for under the equity method included in the consolidated financial statements of I-CHIUN Group were not audited by us but were audited by other auditors. Therefore, our opinion expressed on these consolidated financial statements, with respect to the amounts included for these companies, is based solely on the audit reports of other auditors. The total assets (including investments accounted for using the equity method) of the aforementioned companies as of December 31, 2025 and 2024 amounted to NTD 37,315 thousand and NTD 46,589 thousand, representing 0.3% and 0.4% of consolidated total assets, respectively. Revenue for the years ended December 31, 2025 and 2024 amounted to NTD 0 thousand and NTD 41 thousand, respectively, each representing 0.0% of consolidated net operating revenues. The total comprehensive loss recognized for the years ended December 31, 2025 and 2024 in respect of the aforementioned investees accounted for using the equity method amounted to NTD 19,904 thousand and NTD 6,282 thousand, representing (24.6%) and (6.2%) of consolidated total comprehensive income (loss), respectively.
Other matter – Parent company only financial reports
I-Chiun Precision Industry Co., Ltd. has prepared separate financial statements for the years ended December 31, 2025 and 2024, which have been audited by the undersigned with unmodified opinions with an Other Matters paragraph, and are available for reference.
Responsibilities of management and those charged with governance for the consolidated financial statements
20
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 regulations of IFRS and IAS, as well as IFRIC and SIC Interpretations, as endorsed and issued into effect by the FSC, to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a 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 audit committee) are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit of consolidated financial statements conducted in accordance with TWSA will always detect a material misstatement when it exists. Material misstatements may result from fraud or error. A mispresentation, individually or in the aggregate, is considered material if it could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
As part of an audit in accordance with TWSA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of the Group. We remain solely responsible for our audit opinion.
21
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 (including relevant protective measures).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group’s consolidated financial statements of 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 of such communication.
PRICEWATERHOUSECOOPERS TAIWAN
LIN, YA-HUI Certified Public Accountant JUAN LU, MAN-YU
FSC Approval Document No.: Jin-Guan-Zheng-Shen No. 1070323061
FSC Approval Document No.: Jin-Guan-Zheng-Shen No. 0990058257
March 10, 2026
22
I-CHIUN PRECISION INDUSTRY CO., LTD. AND ITS SUBSIDIARIES Consolidated Balance Sheet
December 31, 2025 and 2024
| Asset | Notes 6(1) 6(2) 6(3) & 8 6(4) & 12(2) 6(4) & 12(2) 6(5) 6(2) 6(3) & 8 6(6) and 7 6(7), 7, and 8 6(8) & 8 6(10) & 8 6(24) 9 |
December 31,2025 | % 9 - 1 1 21 - - 12 1 45 1 - - 46 1 1 - 1 5 55 100 |
Unit: NTD thousand December 31,2024 |
Unit: NTD thousand December 31,2024 |
|---|---|---|---|---|---|
| Amount $ 1,170,331 44,097 101,333 64,126 2,625,764 40,926 9,080 1,468,408 106,917 5,630,982 55,855 2,929 37,315 5,689,616 121,198 145,700 24,413 116,190 563,995 6,757,211 $ 12,388,193 |
Amount $ 1,354,616 136,594 87,439 48,446 2,418,179 81,195 8,858 1,377,923 142,586 5,655,836 22,198 2,929 46,589 4,551,196 100,514 160,960 23,205 73,274 378,626 5,359,491 $ 11,015,327 |
% | |||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit and loss – current 1136 Financial assets at amortized cost – current 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1479 Other current assets – others 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit and loss – non-current 1535 Financial assets at amortized cost – non- current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
12 1 1 - 22 1 - 13 1 |
||||
| 51 | |||||
| - - - 41 1 2 - 1 4 |
|||||
| 49 | |||||
| 100 |
(Continued)
23
I-CHIUN PRECISION INDUSTRY CO., LTD. AND ITS SUBSIDIARIES Consolidated Balance Sheet
December 31, 2025 and 2024
| Liabilities and Equity | Notes 6(11) & 8 6(20) 7 6(13) 6(14) & 8 6(2) 6(12) 6(14) & 8 6(24) 6(15) 6(17) 6(18) 6(19) 6(17) 6(26) 9 11 |
December 31,2025 | % 11 1 - 5 4 - - - - 21 - 5 26 3 - 1 35 56 19 23 - 1 1 ( 1 ) ( 1) 42 2 44 100 |
Unit: NTD thousand December 31,2024 Amount % $ 734,340 7 14,242 - 14,804 - 700,457 6 495,652 5 2,971 - 21,694 - 15,623 - 5,435 - 2,005,218 18 2,220 - 570,149 5 2,616,126 24 330,834 3 7,372 - 97,725 1 3,624,426 33 5,629,644 51 2,339,586 21 2,776,019 24 52,415 1 155,885 2 29,122 - ( 144,666) ( 1) - - 5,208,361 47 177,322 2 5,385,683 49 $ 11,015,327 100 |
|---|---|---|---|---|
| Amount $ 1,299,990 80,259 4,669 595,997 497,315 28,666 16,436 48,782 16,062 2,588,176 2,160 581,914 3,247,711 358,761 34,813 92,382 4,317,741 6,905,917 2,339,586 2,883,445 54,656 144,666 56,025 ( 136,567 ) ( 154,397 ) 5,187,414 294,862 5,482,276 $ 12,388,193 |
||||
| Liability Current liabilities 2100 Short-term borrowings 2130 Contract liabilities – current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2280 Lease liabilities – current 2320 Long-term borrowings (including due within one year or one operating cycle) 2399 Other current liabilities – others 21XX Total current liabilities Non-current liabilities 2500 Financial liabilities at fair value through profit and loss – non-current 2530 Corporate Bonds Payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities – non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Equity attributable to owners of the parent Share capital 3110 Share capital – common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Retained earnings Other equity 3400 Other equity 3500 Treasury stock 31XX Total equity attributable to owners of the parent 36XX Non-controlling equity 3XXX Total equity Significant Contingent Liabilities and Unrecognized Contract Commitments Significant Events after the Balance Sheet Date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of the consolidated financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Accounting Officer: HUANG, CHIH-CHUN
Manager: CHOU, MENG-HSIEN
24
I-CHIUN PRECISION INDUSTRY CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand (except for earnings per share which is in NTD)
| Items | Notes 6(20) 6(5)(10)(23) & 7 6(23) & 7 12(2) 6(21) 6(22) 6(6) 6(24) 6(15) 6(24) 6(24) 6(25) |
2025 |
|---|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Operating gross profit Operating expense 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss 6000 Total operating expenses 6900 Operating profit (loss) Non-operating revenues and expenses 7100 Interest revenue 7010 Other revenue 7020 Other gains and losses 7050 Finance costs 7060 Share of Profit (Loss) of Associates and Joint Ventures Accounted for Using Equity Method 7000 Total non-operating revenues and expenses 7900 Net profit before tax 7950 Income tax expense 8200 Current net profit Items that will not be reclassified to profit or loss 8311 Remeasurements of defined benefit plans 8349 Income tax related to items that will not be reclassified to profit or loss 8310 Total of items that will not be reclassified to profit or loss Items that may be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax relating to the items that may be reclassified to profit or loss 8360 Sum of items that may be reclassified to profit or loss 8300 Other comprehensive income (net) 8500 Total comprehensive income for current period Net income attributable to: 8610 Owners of the parent 8620 Non-controlling equity Total comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling equity Earnings per share (EPS) 9750 Basic earnings per share 9850 Diluted earnings per share |
||
| $ |
The accompanying notes are an integral part of the consolidated financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Accounting Officer: HUANG, CHIH-CHUN
Manager: CHOU, MENG-HSIEN
25
I-CHIUN PRECISION INDUSTRY CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| Equityattributableto | o | wners of the parent | Non-controllingequity | Total equity | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity | Treasurystock | Total | |||||||||||||||
| 2024 Balance at January 1, 2024 Current net profit Other comprehensive income for current period Total comprehensive income for current period Capital increase in cash Earnings appropriation and distribution for 2023: Allocation for Legal reserve Allocation for Special reserve Cash dividend paid out Cash dividend paid out by subsidiary Issuance of Convertible Corporate Bonds Cost of share-based payment Treasury shares subscribed for by employees Disposal of equity in a subsidiary (loss of control) Changes in Ownership Interests in Investments Accounted for Under Equity Method Exercise of Disgorgement Rights Balance at December 31, 2024 2025 Balance at January 1, 2025 Current net profit Other comprehensive income for current period Total comprehensive income for current period Earnings appropriation and distribution for 2024: Allocation for Legal reserve Cash dividend paid out Reversal of special reserve Changes in ownership interests in subsidiaries Changes in Ownership Interests in Investments Accounted for Under Equity Method Cash dividend paid out from capital surplus Cost of share-based payment Exercise of Disgorgement Rights Treasury shares repurchased Acquisition of subsidiary’s equity Capital increase in cash by subsidiary Cash dividend paid out by subsidiary Treasury Share Buybacks by Subsidiaries Disposal of equity in a subsidiary (loss of control) Balance at December 31, 2025 |
Notes | Share capital – common stock |
Capital surplus | Legal reserve | Special reserve | Undistributed earnings |
Financial statements translation differences of foreign operations |
|||||||||||
| 6(19) 6(26) 6(16)(18) 6(17)(18) 6(18)(26) 6(18) 6(18) 6(19) 6(18) 6(6)(18) 6(18)(19) 6(16)(18) 6(18) 6(17) 6(26) 6(26) 6(26) 6(26) 6(27) |
$ 2,219,586 - - - 120,000 - - - - - - - - - - $ 2,339,586 $ 2,339,586 - - - - - - - - - - - - - - - - - $ 2,339,586 |
$ 1,864,432 - - - 744,000 - - - - 37,026 130,126 ( 106 ) 387 90 64 $ 2,776,019 $ 2,776,019 - - - - - - 108,685 10,630 ( 81,885 ) 69,957 39 - - - - - - $ 2,883,445 |
$ 32,697 - - - - 19,718 - - - - - - - - - $ 52,415 $ 52,415 - - - 2,241 - - - - - - - - - - - - - $ 54,656 |
$ 122,718 - - - - - 33,167 - - - - - - - - $ 155,885 $ 155,885 - - - - - ( 11,219 ) - - - - - - - - - - - $ 144,666 |
$ 203,870 18,807 3,603 22,410 - ( 19,718 ) ( 33,167 ) ( 144,273 ) - - - - - - - $ 29,122 $ 29,122 50,618 2,401 53,019 ( 2,241 ) ( 35,094 ) 11,219 - - - - - - - - - - - $ 56,025 |
($ 212,676 ) - 68,010 68,010 - - - - - - - - - - - ($ 144,666 ) ($ 144,666 ) - 8,099 8,099 - - - - - - - - - - - - - - ($ 136,567 ) |
( $ 39,538 ) - - - - - - - - - - 39,538 - - - $ - $ - - - - - - - - - - - - ( 154,397 ) - - - - - ($ 154,397 ) |
$ 4,191,089 18,807 71,613 90,420 864,000 - - ( 144,273 ) - 37,026 130,126 39,432 387 90 64 $ 5,208,361 $ 5,208,361 50,618 10,500 61,118 - ( 35,094 ) - 108,685 10,630 ( 81,885 ) 69,957 39 ( 154,397 ) - - - - - $ 5,187,414 |
$ 192,123 10,897 ( 28 ) 10,869 - - - - ( 11,965 ) - - - ( 13,705 ) - - $ 177,322 $ 177,322 19,652 43 19,695 - - - ( 108,685 ) - - 3,852 - - ( 21,104 ) 320,320 ( 30,084 ) ( 67,780 ) 1,326 $ 294,862 |
$ 4,383,212 29,704 71,585 101,289 864,000 - - ( 144,273 ) ( 11,965 ) 37,026 130,126 39,432 ( 13,318 ) 90 64 $ 5,385,683 $ 5,385,683 70,270 10,543 80,813 - ( 35,094 ) - - 10,630 ( 81,885 ) 73,809 39 ( 154,397 ) ( 21,104 ) 320,320 ( 30,084 ) ( 67,780 ) 1,326 $ 5,482,276 |
The accompanying notes are an integral part of the consolidated financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Accounting Officer: HUANG, CHIH-CHUN
Manager: CHOU, MENG-HSIEN
26
I-CHIUN PRECISION INDUSTRY CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| CASH FLOWS FROM OPERATING ACTIVITIES Current net profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expenses Amortization expenses Expected credit impairment loss Net gains on financial assets and liabilities at fair value through profit and loss Interest expenses Interest revenue Dividend revenue Cost of share-based payment Share of Loss of Associates Accounted for Using Equity Method Losses (gains) on disposal of property, plant and equipment Gains from disposal of investments Impairment Loss on Property, Plant, and Equipment Property, Plant and Equipment Transferred to Expenses Gains arising from lease changes Changes in operating assets and liabilities Net changes in operating assets Financial Assets and Liabilities at Fair Value through Profit or Loss Notes receivable Accounts receivable Other receivables Inventories Other current assets Other non-current assets Net changes in operating liabilities Contract liabilities – current Notes payable Accounts payable Other payables Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash inflow from operating activities |
Notes January 1 to December 31, 2025 January 1 to December 31, 2024 $ 87,597 $ 66,188 6(7)(8)(10)(23) 405,272 412,710 6(23) 7,537 7,549 12(2) 19,453 34,779 6(21) ( 41,098 ) ( 32,501 ) 6(22) 98,121 51,494 ( 19,989 ) ( 27,839 ) ( 489 ) ( 1,080 ) 6(16)(23) 73,809 130,126 6(6) 19,904 6,282 6(21) ( 4,236 ) 46,972 6(21) ( 1,657 ) - 6(21) - 15,115 - 87 6(8)(21) - ( 24,766 ) 99,878 31,525 ( 15,680 ) 77,831 ( 209,391 ) ( 445,445 ) 21,232 9,684 ( 90,485 ) ( 204,862 ) 34,813 ( 102,253 ) ( 3,630 ) 24,449 66,017 14,000 ( 10,135 ) ( 57,436 ) ( 104,460 ) 131,609 ( 24,864 ) 90,567 10,627 404 ( 1,387) ( 5,188) 416,759 250,001 20,075 27,886 489 1,080 6(27) ( 85,668 ) ( 45,471 ) ( 1,090) ( 13,484) 350,565 220,012 |
|---|---|
(Continued)
27
I-CHIUN PRECISION INDUSTRY CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 and 2024
| CASH FLOWS FROM INVESTING ACTIVITIES Decrease (increase) in financial assets at amortized cost Acquisition of Investments Accounted for Under Equity Method Net Cash Outflow from Disposal of Subsidiaries Increase in other non-current assets Price of purchase of property, plant and equipment Increase in refundable deposits Proceeds from disposal of property, plant and equipment Price of purchase of intangible assets Cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Issuance of Convertible Corporate Bonds New long-term borrowings Repayment of long-term borrowings Repayment of lease principal Increase in other non-current liabilities Cash dividend paid out Capital increase in cash Treasury shares transferred to employees Repurchased treasury shares Exercise of Disgorgement Rights Cash capital increase by subsidiary – non- controlling interests Cash Dividends Distributed by Subsidiaries to Non-controlling Interests Treasury Share Buybacks by Subsidiaries Acquisition of subsidiaries’ equity interests - non- controlling interests Net cash inflow from financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents for the period Balance of cash and cash equivalents, beginning of period Balance of cash and cash equivalents, end of period |
Unit: NTD thousand Notes January 1 to December 31, 2025 January 1 to December 31, 2024 ( $ 13,894 ) $ 75,920 6(6) - ( 34,767 ) 6(27) ( 1,050 ) ( 20,147 ) - ( 35,921 ) 6(27) ( 1,679,533 ) ( 3,443,388 ) ( 23,146 ) - 56,534 17,986 ( 8,745) ( 6,405) ( 1,669,834) ( 3,446,722) 6(28) 565,650 88,033 6(28) - 603,167 6(28) 756,493 2,629,560 6(28) ( 91,749 ) ( 971,145 ) 6(28) ( 26,152 ) ( 57,747 ) 220 - 6(19) ( 116,979 ) ( 144,273 ) 6(17) - 864,000 - 39,432 6(17) ( 154,397 ) - 6(18) 39 64 6(26) 320,320 - 6(26) ( 30,084 ) ( 11,965 ) 6(26) ( 67,780 ) - 6(26) ( 21,104) - 1,134,477 3,039,126 507 49,732 ( 184,285 ) ( 137,852 ) 1,354,616 1,492,468 $ 1,170,331 $ 1,354,616 |
|---|---|
The accompanying notes are an integral part of the consolidated financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Accounting Officer: HUANG, CHIH-CHUN
Manager: CHOU, MENG-HSIEN
28
Independent Auditor’s Audit Report (2026) Cai-Shen-Bao-Zi No. 25004204
To the Board of Directors and Shareholders of I-CHIUN PRECISION INDUSTRY CO., LTD.
Audit Opinion
We have reviewed the accompanying parent company only balance sheets of I-CHIUN PRECISION INDUSTRY CO., LTD. (the “Company”) for the years ended December 31, 2025 and 2024 and the relevant parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the parent company only financial statements).
In our opinion, the accompanying parent company only financial statements, based on our audit results and other accountants’ audit reports (see “other matters”) present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
The certified public accountant (CPA) engaged to audit and attest financial statements shall do so in accordance with the Standards on Auditing (TWSA). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audit results and other accountants’ audit reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the Company’s audit of the parent company only financial statements of 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s parent company only financial statements for 2025 are stated as follows:
Assessment of allowance for impairment losses
Description
For accounting policies for inventory, please refer to Note 4(12) of the parent company only financial statements; for the uncertainty of accounting estimates and assumptions in evaluation of inventory, please refer to Note 5(2) of the parent company impairment losses, please refer to Note 6(4) of the parent company only financial statements. The Company’s inventory and allowance for impairment losses on December 31, 2025 were NTD 1,042,357 thousand and NTD 123,043 thousand, respectively.
29
The Company’s evaluation of inventory is based on the cost or net realizable value, whichever is lower. Considering the rapid changes in the technological environment, its measurement is based on the judgment and estimation that there is a higher risk in inventory due to obsolete products or no market value. The Company’s inventory are measured at cost or net realizable value, whichever is lower; for inventory exceeding a certain period of age and individually identified obsolete and outdated inventory, the net realizable value is calculated based on historical information on the selling rate of inventory and the extent of discount.
Because the Company’s inventory and its allowance for impairment losses has a significant impact on the parent company only financial statements, and the net realizable value adopted in the evaluation of outdated and obsolete inventory often involves subjective judgments of whether there is still market sales value in the future, there is a high degree of estimation uncertainty. Therefore, we have listed the assessment of allowance for impairment losses as a key audit matter.
Corresponding audit procedures
Our audit procedures performed in respect of the key audit matter above included the following:
-
Assess the reasonableness of the policies and procedures used in the allowance for impairment losses based on our understanding of the Company and the nature of the industry, including the inventory classification used to determine the net realizable value and the judgment of obsolete inventory items.
-
Understand the Company’s inventory management process, review its annual inventory plan, and participate in the annual inventory taking to evaluate the effectiveness of differentiating and controlling obsolete and outdated inventory.
-
The methods for verifying the accounting estimates are appropriate and adopted consistently, including the Company’s procedures, methods, and assumptions regarding the identification of net realizable value, obsolete inventory, and outdated or damaged items, which are consistent with the previous period.
-
Randomly check the source information on selling prices used for the serial number of individual inventory items, compare the allowance for impairment losses in the previous period, and taking into account subsequent events, to assess the reasonableness of the allowance for impairment losses provided by the Company.
Other matters – reference to the audit or review of other accountants
Details of companies invested under the equity method, including in I-CHIUN’s parent company only financial statements, were not audited by our CPAs, but by other accountants. Therefore, for the auditor’s opinion on the above-mentioned parent company only financial statement, the financial statement amounts are based on the reports of other auditors. As of December 31, 2025 and 2024, the carrying amounts of investments in the aforementioned companies accounted for using the equity method were NTD 37,315 thousand and NTD 46,589 thousand, respectively, representing 0.3% and 0.5% of the Company's total individual assets. For the years ended December 31, 2025 and 2024, the comprehensive losses recognized for the aforementioned companies were NTD 19,904 thousand and NTD 8,216 thousand, respectively, representing (32.6%) and (9.1%) of the Company's individual comprehensive income (loss).
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 operations as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
30
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a 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 audit committee) are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material 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 of parent company only financial statements conducted in accordance with TWSA will always detect a material misstatement when it exists. Material misstatements may result from fraud or error. A misrepresentation, individually or in the aggregate, is considered material if it could reasonably be expected to influence the economic decisions of users of the parent company only financial statements.
As part of an audit in accordance with TWSA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with 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.
31
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 (including relevant protective measures).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Company’s parent company only financial statements of 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 of such communication.
PRICEWATERHOUSECOOPERS TAIWAN
LIN, YA-HUI Certified Public Accountant JUAN LU, MAN-YU
FSC Approval Document No.: Jin-Guan-Zheng-Shen No. 1070323061
FSC Approval Document No.: Jin-Guan-Zheng-Shen No. 0990058257 March 10, 2026
32
I-Chiun Precision Industry Co., Ltd. Parent Company Only Balance Sheets December 31, 2025 and 2024
| Asset | Notes 6(1) 6(2) 8 6(3) & 12(2) 6(3) & 12(2) 6(3), 7 & 12 (2) 7 6(4) 6(2) 6(5) and 7 6(6), 7 & 8 6(7) 6(22) |
December 31, 2025 Amount % $ 377,962 4 1,207 - 4,147 - - - 1,075,878 10 130,913 1 25,226 - 23,483 - 8,658 - 919,314 8 14,911 - 2,581,699 23 55,855 1 3,143,033 28 4,924,174 45 44,158 - 22,498 - 111,973 1 182,715 2 8,484,406 77 $ 11,066,105 100 |
Unit: NTD thousand December 31, 2024 |
Unit: NTD thousand December 31, 2024 |
|---|---|---|---|---|
| Amount $ 377,962 1,207 4,147 - 1,075,878 130,913 25,226 23,483 8,658 919,314 14,911 2,581,699 55,855 3,143,033 4,924,174 44,158 22,498 111,973 182,715 8,484,406 $ 11,066,105 |
Amount $ 343,365 136,516 - 42 1,066,886 13,315 70,062 30,000 8,447 889,440 12,416 2,570,489 22,198 2,908,336 3,716,736 5,508 21,468 70,404 323,966 7,068,616 $ 9,639,105 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit and loss – current 1136 Financial assets at amortized cost – current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable – related parties, net 1200 Other receivables 1210 Other receivables – related parties 1220 Current income tax assets 130X Inventories 1479 Other current assets – others 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit and loss – non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
4 2 - - 11 - 1 - - 9 - |
|||
| 27 | ||||
| - 30 39 - - 1 3 |
||||
| 73 | ||||
| 100 |
(Continued)
33
I-CHIUN PRECISION INDUSTRY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2025 and 2024
| Liabilities and shareholders’ equity | Unit: NTD thousand December 31, 2025 December 31, 2024 Notes Amount % Amount % 6(8) $ 990,000 9 $ 410,000 5 6(17) 4,308 - 10,065 - 7 407,716 4 276,912 3 6(10) 243,717 2 207,920 2 - - 2,971 - 9,689 - 5,187 - 2,232 - 2,667 - 1,657,662 15 915,722 10 6(2) 2,160 - 2,220 - 6(9) 581,914 5 570,149 6 6(11) & 8 3,176,000 29 2,540,000 26 6(6)(22) 357,343 3 328,797 3 34,813 - 624 - 6(12) 68,799 1 73,232 1 4,221,029 38 3,515,022 36 5,878,691 53 4,430,744 46 6(14) 2,339,586 21 2,339,586 24 6(15) 2,883,445 25 2,776,019 28 6(16) 54,656 1 52,415 1 144,666 1 155,885 2 56,025 1 29,122 - ( 136,567 ) ( 1 ) ( 144,666) ( 1) 6(14) ( 154,397 ) ( 1 ) - - 5,187,414 47 5,208,361 54 9 11 $ 11,066,105 100 $ 9,639,105 100 |
|---|---|
| Liability Current liabilities 2100 Short-term borrowings 2130 Contract liabilities – current 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2280 Lease liabilities – current 2399 Other current liabilities – others 21XX Total current liabilities Non-current liabilities 2500 Financial liabilities at fair value through profit and loss – non-current 2530 Corporate Bonds Payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities – non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Share capital – common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Undistributed earnings Other equity 3400 Other equity 3500 Treasury stock 3XXX Total equity Significant Contingent Liabilities and Unrecognized Contract Commitments Significant Events after the Balance Sheet Date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of the parent company only financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Accounting Officer: HUANG, CHIH-CHUN
Manager: CHOU, MENG-HSIEN
34
I-CHIUN PRECISION INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand (except for earnings per share which is in NTD)
| Items | Notes 6(17) & 7 6(4)(21) & 7 6(21) & 7 12(2) 6(18) & 7 6(19) & 7 6(20) 6(5) 6(22) 6(12) 6(22) 6(22) 6(23) |
2025 |
|---|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Operating gross profit 5910 Unrealized profit/loss from sales 5950 Net operating margin Operating expense 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss 6000 Total operating expenses 6900 Operating losses Non-operating revenues and expenses 7100 Interest revenue 7010 Other revenue 7020 Other gains and losses 7050 Finance costs 7070 Share of profit or loss on associates and joint ventures accounted for under equity method 7000 Total non-operating revenues and expenses 7900 Net profit before tax 7950 Income tax gains( expenses) 8200 Current net profit Other comprehensive income (net) Items that will not be reclassified to profit or loss 8311 Remeasurements of defined benefit plans 8330 Share of other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method – items that will not be reclassified to profit or loss 8349 Income tax related to items that will not be reclassified to profit or loss 8310 Total of items that will not be reclassified to profit or loss Items that may be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax relating to the items that may be reclassified to profit or loss 8360 Sum of items that may be reclassified to profit or loss 8300 Other comprehensive income (net) 8500 Total comprehensive income for current period Earnings per share (EPS) 9750 Basic earnings per share 9850 Diluted earnings per share |
||
| $ |
The accompanying notes are an integral part of the parent company only financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Accounting Officer: HUANG, CHIH-CHUN
Manager: CHOU, MENG-HSIEN
35
I-CHIUN PRECISION INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| Retained earnings | Retained earnings | Retained earnings | Otherequity | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial statements | |||||||||||||||||||||
| Share capital – | Undistributed | translation differences | |||||||||||||||||||
| Notes | commonstock | Capitalsurplus | Legal | reserve | Special reserve | earnings | of | foreignoperations | Treasury stock | Totalequity | |||||||||||
| 2024 | |||||||||||||||||||||
| Balance at January 1, 2024 | $ | 2,219,586 | $ | 1,864,432 |
$ | 32,697 | $ | 122,718 | $ | 203,870 |
($ | 212,676 ) | ($ | 39,538 ) | $ | 4,191,089 | |||||
| Current net profit | - | - | - | - | 18,807 | - | - | 18,807 | |||||||||||||
| Other comprehensive income for current period | - | - | - | - | 3,603 | 68,010 | - | 71,613 | |||||||||||||
| Total comprehensive income for current period | - | - | - | - | 22,410 | 68,010 | - | 90,420 | |||||||||||||
| Capital increase in cash | 6(14) | 120,000 | 744,000 | - | - | - | - | - | 864,000 | ||||||||||||
| Earnings appropriation and distribution for 2023: | 6(16) | ||||||||||||||||||||
| Allocation for Legal reserve | - | - | 19,718 | - | ( | 19,718 ) | - | - | - | ||||||||||||
| Allocation for Special reserve | - | - | - | 33,167 | ( | 33,167 ) | - | - | - | ||||||||||||
| Cash dividend paid out | - | - | - | - | ( | 144,273 ) | - | - | ( | 144,273 ) | |||||||||||
| Issuance of Convertible Corporate Bonds | 6(9)(15) | - | 37,026 | - | - | - | - | - | 37,026 | ||||||||||||
| Cost of share-based payment | 6(13)(15) | - | 130,126 | - | - | - | - | - | 130,126 | ||||||||||||
| Treasury shares subscribed for by employees | 6(14)(15) | - | ( | 106 ) | - | - | - | - | 39,538 | 39,432 | |||||||||||
| Disposal of equity in a subsidiary (loss of control) | 6(15) | - | 387 | - | - | - | - | - | 387 | ||||||||||||
| Changes in Ownership Interests in Investments Accounted for Under | 6(15) | ||||||||||||||||||||
| Equity Method | - | 90 | - | - | - | - | - | 90 | |||||||||||||
| Exercise of Disgorgement Rights | 6(15) | - | 64 | - | - | - | - | - | 64 | ||||||||||||
| Balance at December 31, 2024 | $ | 2,339,586 | $ | 2,776,019 |
$ | 52,415 | $ | 155,885 | $ | 29,122 |
($ | 144,666 ) | $ | - | $ | 5,208,361 | |||||
| 2025 | |||||||||||||||||||||
| Balance at January 1, 2025 | $ | 2,339,586 | $ | 2,776,019 |
$ | 52,415 | $ | 155,885 | $ | 29,122 |
($ | 144,666 ) | $ | - | $ | 5,208,361 | |||||
| Current net profit | - | - | - | - | 50,618 | - | - | 50,618 | |||||||||||||
| Other comprehensive income for current period | - | - | - | - | 2,401 | 8,099 | - | 10,500 | |||||||||||||
| Total comprehensive income for current period | - | - | - | - | 53,019 | 8,099 | - | 61,118 | |||||||||||||
| Earnings appropriation and distribution for 2024: | 6(16) | ||||||||||||||||||||
| Allocation for Legal reserve | - | - | 2,241 | - | ( | 2,241 ) | - | - | - | ||||||||||||
| Cash dividend paid out | - | - | - | - | ( | 35,094 ) | - | - | ( | 35,094 ) | |||||||||||
| Reversal of special reserve | - | - | - | ( | 11,219 ) | 11,219 | - | - | - | ||||||||||||
| Changes in ownership interests in subsidiaries | 6(15) | - | 108,685 | - | - | - | - | - | 108,685 | ||||||||||||
| Changes in Ownership Interests in Investments Accounted for Under | 6(15) | ||||||||||||||||||||
| Equity Method | - | 10,630 | - | - | - | - | - | 10,630 | |||||||||||||
| Cash dividend paid out from capital surplus | 6(15)(16) | - | ( | 81,885 ) | - | - | - | - | - | ( | 81,885 ) | ||||||||||
| Treasury shares repurchased | 6(14) | - | - | - | - | - | - | ( | 154,397 ) | ( | 154,397 ) | ||||||||||
| Cost of share-based payment | 6(13)(15) | - | 69,957 | - | - | - | - | - | 69,957 | ||||||||||||
| Exercise of Disgorgement Rights | 6(15) | - | 39 | - | - | - | - | - | 39 | ||||||||||||
| Balance at December 31, 2025 | $ | 2,339,586 | $ | 2,883,445 |
$ | 54,656 | $ | 144,666 | $ | 56,025 |
($ | 136,567 ) | ($ | 154,397 ) | $ | 5,187,414 |
The accompanying notes are an integral part of the parent company only financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Accounting Officer: HUANG, CHIH-CHUN
Manager: CHOU, MENG-HSIEN
36
I-CHIUN PRECISION INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 and 2024
| CASH FLOWS FROM OPERATING ACTIVITIES Current net profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expenses Amortization expenses Expected credit impairment loss Net gains on financial assets and liabilities at fair value through profit and loss Interest expenses Interest revenue Dividend revenue Cost of share-based payment Share of profit or loss on subsidiaries using equity method Losses (gains) on disposal of property, plant and equipment Gains from disposal of investments Gains arising from lease changes Unrealized profit/loss from sales Changes in operating assets and liabilities Net changes in operating assets Financial Assets and Liabilities at Fair Value through Profit or Loss Notes receivable Accounts receivable (including related parties) Other receivables – (including related parties) Inventories Other current assets Net changes in operating liabilities Contract liabilities – current Accounts payable Other payables Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash inflow from operating activities |
Unit: NTD thousand Notes January 1 to December 31, 2025 January 1 to December 31, 2024 $ 32,535 $ 19,534 6(6)(7) (21) 192,643 184,150 6(21) 6,529 5,577 12(2) 14,104 8,316 6(2)(19) ( 31,531 ) ( 22,223 ) 6(20) 87,420 40,366 ( 2,342 ) ( 10,060 ) 6(18) ( 308 ) ( 1,080 ) 6(13) 69,957 130,126 6(5) ( 150,506 ) ( 67,945 ) 6(19) ( 2,956 ) 53,025 6(5)(19) ( 1,657 ) - 6(19) - ( 24,766 ) 6(5) 158 ( 158 ) 133,123 21,154 42 ( 42 ) ( 122,541 ) ( 107,926 ) 47,586 50,750 ( 29,874 ) ( 141,625 ) ( 2,495 ) 336 ( 5,757 ) 10,065 130,804 ( 27,143 ) 743 7,380 ( 435 ) ( 965 ) ( 1,616) ( 5,141) 363,626 121,705 2,428 10,005 308 1,080 6(24) ( 74,936 ) ( 34,269 ) ( 729) ( 18,666) 290,697 79,855 |
|---|---|
(Continued)
37
I-CHIUN PRECISION INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 and 2024
| CASH FLOWS FROM INVESTING ACTIVITIES Decrease (increase) in financial assets at amortized cost Acquisition of Investments Accounted for Under Equity Method Cash dividend paid out by subsidiary Price of purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Price of acquisition of intangible assets Increase (decrease) in other receivables - related parties Increase (decrease) in other non-current assets Cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Issuance of Convertible Corporate Bonds New long-term borrowings Repayment of long-term borrowings Repayment of lease principal Increase in other non-current liabilities Cash dividend paid out Capital increase in cash Treasury shares transferred to employees Repurchased treasury shares Exercise of Disgorgement Rights Net cash inflow from financing activities Net increase (decrease) in cash and cash equivalents of the current period Balance of cash and cash equivalents, beginning of period Balance of cash and cash equivalents, end of period |
Unit: NTD thousand Notes January 1 to December 31, 2025 January 1 to December 31, 2024 ( $ 4,147 ) $ 28,000 6(5) and 7(2) ( 21,105 ) ( 34,767 ) 7(2) 48,943 27,549 6(24) ( 1,237,229 ) ( 3,334,007 ) 14,703 8,802 ( 7,558 ) ( 4,898 ) 8,000 ( 25,000 ) 7,183( 30,991) ( 1,191,210) ( 3,365,312) 6(25) 580,000 170,000 6(25) - 603,167 6(25) 636,000 2,540,000 6(25) - ( 960,000 ) 6(25) ( 9,645 ) ( 41,540 ) 92 - 6(16) ( 116,979 ) ( 144,273 ) 6(14) - 864,000 6(14) - 39,432 6(14) ( 154,397 ) - 6(15) 39 64 935,110 3,070,850 34,597 ( 214,607 ) 343,365 557,972 $ 377,962$ 343,365 |
|---|---|
The accompanying notes are an integral part of the parent company only financial statements, and shall be read together.
Chairman: CHOU, WAN-SHUN
Manager: CHOU, MENG-HSIEN Accounting Officer: HUANG, CHIHCHUN
38
[Attachment 4]
I-CHIUN PRECISION INDUSTRY CO., LTD. Procedures for the Issuance of Restricted Stock Awards for 2026
- Purpose of Issuance
In order to attract and retain the professional talent required by the Company, incentivize employees, and strengthen employee loyalty so as to jointly create value for the Company and all shareholders, these Procedures for the Issuance of Employee Restricted Shares (hereinafter referred to as the “Procedures”) are established pursuant to Article 267 of the Company Act and the Regulations Governing the Offering and Issuance of Securities by Issuers promulgated by the Financial Supervisory Commission (hereinafter referred to as the “Regulations”), and other applicable provisions.
- Issuance Period
The employee restricted shares may be issued in one or multiple tranches within two years from the date on which notification of the registration becoming effective is received from the competent authority, as actual needs require. The actual issuance date shall be determined by the Chairman pursuant to authorization by the Board of Directors.
-
Eligibility Criteria
-
(1) Eligibility is limited to full-time regular employees of the Company and its domestic and foreign controlling or subsidiary companies who are on payroll as of the grant date of the new employee restricted shares. Controlling or subsidiary companies shall be determined in accordance with the standards set forth in Articles 369-2 and 369-3 of the Company Act.
-
(2) The actual eligible employees and the number of restricted stock awards to be granted shall be determined in accordance with allocation criteria formulated with reference to factors including seniority, job grade, performance evaluation results, overall contribution, special merit, and other conditions relevant to managerial considerations. Such allocation shall be carried out in accordance with the Company Act and compliance requirements prescribed by the securities competent authority, and shall be submitted to the Board of Directors for approval following confirmation by the Chairman. For employees who hold the position of manager or director, the matter shall first be submitted to the Remuneration Committee for approval before being referred to the Board of Directors for resolution. For employees who do not hold the position of manager, the matter shall first be submitted to the Audit Committee for approval before being referred to the Board of Directors for resolution.
-
(3) The cumulative number of shares that a single employee is entitled to subscribe for under employee stock warrants issued by the Company pursuant to Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Issuers, when added to the cumulative number of restricted stock awards received by that employee, shall not exceed three-thousandths (3/1,000) of the Company’s total issued shares; and when further added to the cumulative number of shares that the same employee is entitled to subscribe for under employee stock warrants issued by the Company pursuant to Article 56, Paragraph 1 of the same Regulations, the aggregate shall not exceed one percent (1%) of the Company’s total issued shares. In the event that the competent authority revises the relevant regulations, all matters shall be handled in accordance with the updated laws and regulations and requirements of the competent authority.
-
Total Issuance Amount
39
The total issuance amount is NTD 10,000,000 (New Taiwan Dollars, same hereinafter), at a par value of NTD 10 per share, for a total of 1,000,000 shares.
-
Issuance Terms
-
(1) Issue Price: This issuance constitutes a gratuitous distribution of new shares with no cash consideration; the issue price is NTD 0.
-
(2) Vesting conditions: Following the grant of restricted stock awards to employees, vesting shall be achieved upon satisfaction of all of the following conditions as of the expiration of each respective vesting period commencing from the capital increase base date: the employee remains in service, achieves a personal annual performance evaluation rating of Grade A or above, has fulfilled the service code of conduct, and has not been found in violation of the Company’s work rules. The proportion of shares vested upon satisfaction of the foregoing conditions is as follows:
-
A. Employees whose performance evaluation result is satisfactory (on-target) upon completion of one full year from the grant date: 25% of the granted shares shall vest upon completion of the performance evaluation;
-
B. Employees whose performance evaluation result is satisfactory (on-target) upon completion of two full years from the grant date: 25% of the granted shares shall vest upon completion of the performance evaluation;
-
C. Employees whose performance evaluation result is satisfactory (on-target) upon completion of three full years from the grant date: 50% of the granted shares shall vest upon completion of the performance evaluation;
-
-
(3) Class of shares to be issued: Ordinary shares of the Company.
-
(4) Treatment of Unvested Shares
-
A. Where an employee fails to satisfy the vesting conditions, the Company shall reclaim the relevant shares without consideration.
-
B. Upon voluntary resignation, dismissal, redundancy, or retirement, any shares previously granted to the employee that remain unvested shall be reclaimed by the Company without consideration. Notwithstanding the foregoing, where a retiring employee has made exceptional contributions to the Company or other special circumstances exist and the Board of Directors grants approval, such employee shall be exempt from the foregoing provision; the treatment of new employee restricted shares that have not satisfied the vesting conditions in such cases is delegated to the Board of Directors for resolution.
-
C. Unpaid Leave of Absence: Rights attached to new employee restricted shares that have not yet vested shall be reinstated from the date of the employee’s return to work; however, the vesting period conditions shall be deferred by a period equivalent to the duration of the unpaid leave of absence. Employees who fail to return to work upon the expiration of an approved unpaid leave of absence shall be deemed to have forfeited eligibility to satisfy the vesting conditions as of the date of such expiration, and any unvested shares shall be reclaimed by the Company without consideration.
-
D. Transfer to an Affiliated Company: Where an employee is approved by the Company to transfer to an affiliated company due to operational requirements, the rights and obligations attaching to any unvested new employee restricted shares shall not be affected, provided that all matters shall continue to be handled in accordance with these Procedures.
-
40
-
E. Where an employee is unable to continue in employment due to physical disability arising from an occupational injury, unvested new employee restricted shares shall be deemed to have satisfied the vesting conditions on a pro-rated basis in accordance with the applicable annual vesting schedule.
-
F. Where an employee dies as a result of an occupational injury or otherwise, unvested new employee restricted shares shall, upon the employee’s death, be deemed to have satisfied the vesting conditions on a pro-rated basis in accordance with the applicable annual vesting schedule. The legal heirs shall complete all legally required procedures and provide the relevant supporting documentation within the timeframe following the occurrence of the event, in accordance with the relevant provisions of the Civil Code governing succession and the transfer procedures set forth in the Regulations Governing Stock Affairs of Publicly Issued Companies, and shall acquire the shares in accordance with the terms hereof. Legal heirs must cooperate in completing the relevant share acquisition procedures within one year from the date on which the Company issues notification to collect the shares. Failure to cooperate within the prescribed period shall be deemed a refusal by the heirs to accept the shares, and the Company shall have the right to reclaim such shares without consideration.
-
G. Where an employee violates these Procedures or any related contractual provisions prior to the satisfaction of the vesting conditions, the Company shall reclaim the relevant shares from the employee without consideration.
-
(5) New employee restricted shares reclaimed by the Company without consideration shall be cancelled.
-
(6) Restrictions on Share Rights Prior to Vesting:
-
A. During the vesting period, employees may not sell, pledge, transfer, gift, encumber, or otherwise dispose of the new employee restricted shares in any manner.
-
B. In the event that the Company carries out a non-statutory capital reduction, such as cash capital reduction, during the vesting period, new employee restricted shares shall be cancelled in proportion to the reduction ratio. In the case of a cash capital reduction, any cash refunded as a result thereof shall be placed in trust and shall not be released to the employee until the vesting conditions and vesting period have been satisfied; if the vesting conditions are not satisfied upon expiration of the vesting period, the Company shall reclaim such cash.
-
(7) Other Terms and Conditions:
-
A. Upon issuance of the new employee restricted shares, employees shall immediately place the shares in trust or custody, and may not, for any reason or by any means, request the return of the new employee restricted shares from the trustee or custodian prior to the satisfaction of the vesting conditions.
-
B. During the period in which the new employee restricted shares are held in trust or custody, the Company shall act as the employee’s sole authorized agent in all dealings with the trustee or custodian, including but not limited to the negotiation, execution, amendment, extension, rescission, and termination of the trust or custody agreement, and the delivery, management, and disposition of trust or custodial assets.
-
C. During the vesting period, the new employee restricted shares shall remain eligible to participate in stock dividends, cash dividends, and cash capital increase subscription rights. Stock dividends and cash dividends received in respect of new employee restricted shares during the vesting period shall be granted to the employee without consideration.
41
-
Agreement and Confidentiality
-
(1) Upon finalization of the total number of new employee restricted shares to be issued, the subscription price, allocation principles, and the list of grantees, the responsible unit shall notify employees to execute the Letter of Consent for Receipt of New Employee Restricted Shares. Employees who fail to complete execution in accordance with the prescribed requirements shall be deemed to have waived their eligibility to receive new employee restricted shares.
-
(2) Upon executing the “Letter of Consent for Receipt of New Employee Restricted Shares,” employees shall observe confidentiality requirements and shall not disclose the particulars of this matter or their individual entitlements to any other person.
-
(3) All holders of new employee restricted shares and derived rights and interest acquired pursuant to these Procedures shall comply with these Procedures and the Letter of Consent for Receipt of New Employee Restricted Shares. Violations shall be subject to disciplinary action in accordance with the Company’s relevant regulations.
-
Taxation
All tax obligations arising in connection with new employee restricted shares granted pursuant to these Procedures shall be handled in accordance with the laws and regulations of the Republic of China and of the country in which the employee is based, as applicable at the time.
-
Other Important Matters
-
(1) These Procedures shall take effect upon approval by a resolution passed by more than two-thirds of the total number of directors at a Board meeting attended by more than one-half of the directors in attendance, and following filing with the competent authority. The same procedure shall apply to any amendments hereto. Where amendments are required during the review process due to requirements of the competent authority, the Chairman is authorized to amend these Procedures, subject to subsequent ratification by the Board of Directors prior to issuance.
-
(2) Prior to the satisfaction of the vesting conditions, all matters relating to the submission of proposals before the Company’s Annual General Meeting of Shareholders, attendance at shareholders’ meetings, exercise of voting rights, and other matters pertaining to shareholders’ rights and interests shall be delegated to the trustee or custodian for exercise on the employee’s behalf.
-
(3) Any matters not addressed in these Procedures shall be handled in accordance with applicable laws and regulations.
42
[Attachment 5]
List of director candidates
| Category of Nominee |
Name of Nominee |
Education | Experience | Current job | Number of Shares Held (shares) |
Government Agency or Juridical Person Represented |
Other relevant information |
|---|---|---|---|---|---|---|---|
| Director | CHOU, WAN-SHUN |
Doctoral Degree in Business Administration, Pacific Western University, U.S. |
Chairman, I-Chiun Precision Industry Co., Ltd. Chairman, ECOCERA Optronics Co., Ltd. Supervisor, AimCore Technology Co., Ltd. |
Chairman, I-Chiun Precision Industry Co., Ltd. Chairman, ECOCERA Optronics Co., Ltd. Director, AimCore Technology Co., Ltd. Chairman, Jen Yung Investment Co., Ltd. |
23,032,644 |
None |
None |
| Director | LEE, CHUNG-YI |
EMBA, National Chengchi University |
Vice Chairman, I-Chiun Precision Industry Co., Ltd. President, I-Chiun Precision Industry Co., Ltd. Director,ECOCERAOptronics Co.,Ltd. |
Vice Chairman, I-Chiun Precision Industry Co., Ltd. Vice Chairman and President, ECOCERA Optronics Co.,Ltd. |
14,156,787 | None |
None |
| Director | LIN, WU-CHUN |
Department of Political Science, National Taiwan University |
Director, METALTECH INDUSTRIAL CO., LTD. Independent Director, PNC INTERNATIONAL INC. Advisor, Taiwan Provincial Government Director, Bureau of Social Affairs, Tainan City Government Adjunct Associate Professor, Tainan Teachers College Adjunct Associate Professor, Shih Chien University |
Director, I-Chiun Precision Industry Co., Ltd. Director, SFI Electronics Technology Inc. Director, Uni-President Social Welfare and Charity Foundation |
740,931 | None |
None |
43
| Category of Nominee |
Name of Nominee |
Education | Experience | Current job | Number of Shares Held (shares) |
Government Agency or Juridical Person Represented |
Other relevant information |
|---|---|---|---|---|---|---|---|
| Director | YEH, CHWEI-JING |
Master’s Degree, Stevens Institute of Technology |
Chairman, Ritek Corporation Chairman, U-TECH Media Corporation Chairman, Zhong Fu Investment Co., Ltd. Chairman, Chung Yuan International Venture Capital Co., Ltd. Chairman, RiTdisplay Corporation Director, PRORIT Corporation Chairman, AimCore Technology Co., Ltd. Chairman, PVNEXT Corporation Chairman, RITEDIA Corporation Chairman, RITFAST Corporation Chairman, AimVEK Corporation |
Chairman, Ritek Corporation Chairman, Zhong Fu Investment Co., Ltd. Chairman, Chung Yuan International Venture Capital Co., Ltd. Director, Keynes Investment Co., Ltd. Chairman, AimCore Technology Co., Ltd. Chairman, RiTdisplay Corporation Chairman, RITFAST Corporation Chairman, RITEDIA Corporation Chairman, RITWIN Corporation Director, Yu-Sheng Investment Development Co., Ltd. Director, Ding-Sheng Investment Co., Ltd. Chairman Welltech Energy Inc. Director, I-Chiun Precision Industry Co., Ltd. Chairman, Evergreat E&C Co., Ltd. Chairman, AimCHIP Co., Ltd. |
0 | None |
None |
| Director | CHOU, MENG-HSIEN |
Department of Mathematics, Tamkang University |
Special Assistant, I-Chiun Precision Industry Co., Ltd. Director, ECOCERA Optronics Co., Ltd. Director, CMTEK Co., Ltd. Director, Long Yao Investment Co., Ltd. Supervisor, Jen Yung Investment Co., Ltd. |
President, I-Chiun Precision Industry Co., Ltd. Director, ECOCERA Optronics Co., Ltd. Director, CMTEK Co., Ltd. Director, AimCHIP Co., Ltd. Director, Long Yao Investment Co., Ltd. Supervisor, Jen Yung Investment Co., Ltd. |
250,802 | None |
None |
| Independent Director |
Lu Yueh-Sen |
Ph.D. In Business, Chinese Culture University M.B.A., Chinese Culture University |
Independent Director, Min Aik Technology Co., Ltd. Director, COSCO SHIPPING Investment Holdings Co., Ltd. Manager, Ming Yuan United CPA Firm |
Assistant Professor, Chinese Culture University Independent Director, Min Aik Technology Co., Ltd. Director, COSCO SHIPPING Investment Holdings Co., Ltd. |
0 |
None |
None |
44
| Category of Nominee |
Name of Nominee |
Education | Experience | Current job | Number of Shares Held (shares) |
Government Agency or Juridical Person Represented |
Other relevant information |
|---|---|---|---|---|---|---|---|
| Independent Director |
KUO, CHUNG-CHIEN |
M.B.A., Graduate Institute of Business Administration, Chinese Culture University Bachelor, Tatung Institute of Technology (Tatung University) / Department of Business Administration |
Examiner, Securities and Exchange Commission, Ministry of Finance Acting President, IBF Securities Co., Ltd. Standing Director and Convener, Research and Development Committee and Education and Training Committee, Taiwan Securities Association Adjunct Lecturer, Department of Accounting, Tamkang University Adjunct Assistant Professor-level Professional Technician, Department of Finance, National Central University Supervisor, AimCore Technology Co., Ltd. Supervisor, InnoPharmax Inc. Independent Director, ECOCERA Optronics Co., Ltd. Director, Human Cultural Enterprise Co., Ltd. Independent Director, Joyin Co., Ltd. Director, Fu Lu Shou Life Park Co., Ltd. |
Independent Director, I-Chiun Precision Industry Co., Ltd. Independent Director, U-TECH Media Corporation Director, Jin-Yuan-San Motors Co., Ltd. Independent Director, Anbogen Therapeutics, Inc. Member of the Research and Development Committee of the Taiwan Securities Association |
0 | None |
None |
| Independent Director |
HUNG, SHUN-CHING |
Ph.D., Marketing, Northwestern University M.B.A., National Chengchi University |
Professor, Distinguished Professor, Department Chair, and Graduate Institute Director, Graduate Institute of Business Administration National Chengchi University Independent Director of E-life Mall Corporation Independent Director of Le Young Construction Co., Ltd. Independent Director of AimCore Technology Co., Ltd. Independent Director of U-Tech Media Co., Ltd. |
Independent Director, I-Chiun Precision Industry Co., Ltd. Independent Director, RiTdisplay Corporation |
0 | None |
None |
45
| Category of Nominee |
Name of Nominee |
Education | Experience | Current job | Number of Shares Held (shares) |
Government Agency or Juridical Person Represented |
Other relevant information |
|---|---|---|---|---|---|---|---|
| Independent Director |
Chu, Mu-Tao |
Doctor, Graduate Institute of Precision Engineering, National Chung Hsing University Master of Science, Department of Physics, National Cheng Kung University |
Director-General, Hsinchu County Branch, Chinese Institute of Engineers Chief Operations Officer (COO), Electronic and Optoelectronic System Research Laboratories, ITRI Division Director, Optoelectronic Devices and Systems Applications Division, Electronic and Optoelectronic System Research Laboratories, ITRI Deputy Secretary-General, Taiwan Optoelectronic Semiconductor Association (TOSIA) Principal Investigator, LED Lighting Industry Development and Guidance Program, Industrial Development Bureau (IDB), Ministry of Economic Affairs (MOEA) Principal Investigator, Optoelectronic Semiconductor Devices Program, MOEA Technology Program |
Distinguished Researcher, Electronic and Optoelectronic System Research Laboratories, ITRI Chief Strategy Officer (CSO), Taiwan Optoelectronic Semiconductor Association (TOSIA) Director, FORMERICA OPTOELECTRONICS INC. |
2,000 | None |
None |
46
[Attachment 6]
Non-Competition Particulars of Director Candidates
| Position | Name | Name of Concurrently Held Company | Concurrently Held Position |
|---|---|---|---|
| Director | CHOU, WAN-SHUN |
ECOCERA Optronics Co., Ltd. AimCore Technology Co., Ltd. I-Zou Hi-Tech (SZN) Co., Ltd. I-Chiun Precision Electric Industry (China) Co., Ltd. I-Chiun Precision Electric (Nanjing) Co., Ltd. I-Chiun Technology (China) Co., Ltd. Jen Yung Investment Co., Ltd. More Fortune Profits Limited I-CHIUN (CAYMAN) Precision Industry CO., LTD. I-CHIUN Technology CO., LTD. |
Director Director Director Director Director Director Director Director Director Director |
| Director | LEE, CHUNG-YI | ECOCERA Optronics Co., Ltd. I-Zou Hi-Tech (SZN) Co., Ltd. I-Chiun Precision Electric (Nanjing) Co., Ltd. I-Chiun Technology (China) Co., Ltd. |
Director Director Director Director |
| Director | LIN, WU-CHUN | SFI Electronics Technology Inc. | Director |
| Director | YEH, CHWEI-JING |
Ritek Corporation Zhong Fu Investment Co., Ltd. Chung Yuan International Venture Capital Co., Ltd. Keynes Investment Co., Ltd. AimCore Technology Co., Ltd. RiTdisplay Corporation RiTFAST Corporation RITEDIA Corporation RITWIN Corporation Yu-Sheng Investment Development Co., Ltd. Ding-Sheng Investment Co., Ltd. Welltech Energy Inc. Evergreat E&C Co., Ltd. AimCHIP Co., Ltd. |
Director Director Director Director Director Director Director Director Director Director Director Director Director Director |
| Director | CHOU, MENG-HSIEN |
ECOCERA Optronics Co., Ltd. CMTEK Co., Ltd. AimCHIP Co., Ltd. Long Yao Investment Co., Ltd. I-Chiun Precision Electric Industry (China) Co., Ltd. I-Chiun Precision Electric (Nanjing) Co., Ltd. I-Chiun Technology (China) Co., Ltd. More Fortune Profits Limited I-CHIUN (CAYMAN) Precision Industry CO., LTD. I-CHIUN Technology CO., LTD. |
Director Director Director Director Director Director Director Director Director |
| Independent Director |
Lu Yueh-Sen | Min Aik Technology Co., Ltd. COSCO SHIPPING Investment Holdings Co., Ltd. |
Director Director |
| Independent Director |
KUO, CHUNG-CHIEN |
U-TECH Media Corporation Jin-Yuan-San Motors Co., Ltd. Anbogen Therapeutics, Inc. Fu Lu Shou Life Park Co., Ltd. |
Director Director Director Director |
| Independent Director |
HUNG, SHUN-CHING |
RiTdisplay Corporation | Director |
| Independent Director |
Chu, Mu-Tao | FORMERICA OPTOELECTRONICS INC. | Director |
47
[Appendix 1]
I-CHIUN PRECISION INDUSTRY CO., LTD. Articles of Incorporation
Chapter 1: General Rules
-
Article 1 The Company shall be incorporated under the Company Act, and its name shall be I-CHIUN PRECISION INDUSTRY CO., LTD.
-
Article 2 The business items of the Company are as follows:
-
CB01010 Mechanical Equipment Manufacturing
-
CB01020 Affairs Machine Manufacturing
-
CB01030 Pollution Controlling Equipment Manufacturing
-
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
-
CC01040 Lighting Equipment Manufacturing
-
CC01060 Wired Communication Mechanical Equipment Manufacturing
-
CC01070 Wireless Communication Mechanical Equipment Manufacturing
-
CC01080 Electronics Components Manufacturing
-
CC01110 Computer and Peripheral Equipment Manufacturing
-
CQ01010 Mold and Die Manufacturing
-
F106030 Wholesale of Molds
-
F107190 Wholesale of Plastic Films and Bags
-
F113010 Wholesale of Machinery
-
F113020 Wholesale of Electrical Appliances
-
F113050 Wholesale of Computers and Clerical Machinery Equipment
-
F113070 Wholesale of Telecommunication Apparatus
-
F113100 Wholesale of Pollution Controlling Equipment
-
F119010 Wholesale of Electronic Materials
-
F206030 Retail Sale of Molds
-
F213010 Retail Sale of Electrical Appliances
-
F213030 Retail Sale of Computers and Clerical Machinery Equipment
-
F213060 Retail Sale of Telecommunication Apparatus
-
F213080 Retail Sale of Machinery and Tools
-
F213100 Retail Sale of Pollution Controlling Equipment
-
F219010 Retail Sale of Electronic Materials
-
F401010 International Trade
-
F601010 Intellectual Property Rights
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Article 2-1 The Company may conduct reinvestment(s) in other businesses, and the reinvestment ratio may not be subject to the limitation prescribed in Article 13 of the Company Act stating that the reinvestment total amount shall not exceed 40% of its paid-in capital.
-
Article 3 The Company shall have its head office in New Taipei City, and when it is determined to be necessary, upon the resolution of the Board of Directors, branch offices may be established domestically or overseas.
-
Article 4 The Company’s announcements shall be made in accordance with Article 28 of the Company Act.
Chapter 2: Shares
- Article 5 The total capital of the Company shall be NTD 3,000,000,000, divided into 300,000,000 shares, at a par value of NTD 10, and the Board of Directors is
48
authorized to perform share issuance at discrete times depending upon the business needs of the Company.
-
The Company may issue employee stock option certificates, and 5,000,000 shares of the total number of shares described in the preceding paragraph may be reserved as shares for the issuance of the employee stock option certificates. For the employee stock option certificates issued by the Company, the price of such employee stock option certificates may be lower than the Company’s common share price closed on the date of issuance; however, the issuance of such employee stock option certificates shall only be made based on the consent of attending shareholders representing more than two-thirds of the total voting rights in a shareholders’ meeting attended by shareholders representing a majority of the total issued shares. In addition, declaration at discrete times may be made within one year after the date of resolution of the shareholders’ meeting.
-
Article 5-1 Regarding the employees for the transfer of treasury stock repurchased according to the Company Act, employees for the issuance of employee stock option certificates, employees for subscription of shares during the issuance of new shares or for the issuance of restricted stock for employees, the aforementioned employees may include employees of parent or subsidiaries of the Company meeting certain specific requirements.
-
Article 6 The shares of the Company shall be in registered form, shall be signed or sealed by the Director representing the Company, and shall be issued after certification by the competent authority or its approved issuance registration institution. The Company may be exempted from the printing of share certificates; however, the shares of the Company shall be registered with or under the custody of a centralized securities depository enterprise.
-
Article 7 Registration of assignment/transfer of shares shall not be made within sixty days prior to the convening date of an ordinary shareholders’ meeting, or within thirty days prior to the convening date of an extraordinary shareholders’ meeting, or within five days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.
-
I. Shareholders of the Company shall submit the seal cards to the stock affairs agency of the Company for preservation, and the same requirements shall be applied to any changes of the seal cards. When shareholders are collecting dividends and bonuses or are contacting the Company in writing or are exercising other rights, the seals identical to the seal cards submitted shall be used for verification.
-
II. For any assignment/transfer of shares of the Company, the assignee/transferee shall submit a share assignment/transfer application signed and endorsed by the original shareholder to the stock affairs agency of the Company, and such assignment/transfer of shares shall be registered in the shareholders roster in order to be set up as a defense against the Company. For request of assignment/transfer of shares due to inheritance, legitimate supporting documents shall be submitted.
III. In case of any lost or stolen shares, the shareholder or lawful holder of such shares shall report to the public security institution, and the share loss application form shall be filled out and submitted to the Company for verification and registration. In addition, the applicant shall file petition to the competent district court for public summons according to the litigation and public summons proceeding, and shall submit a duplicate copy of the petition and photocopy of the court document acceptance receipt to the Company. Where such documents are not submitted within one month, the application for
49
loss of shares shall be revoked.
Chapter 3: Shareholders’ Meeting
Article 8 The shareholders’ meeting shall be classified into two types as an ordinary shareholders’ meeting and extraordinary shareholders’ meeting. The ordinary shareholders’ meeting shall be convened once per year, and shall be convened within six months after the close of each fiscal year. The extraordinary shareholders’ meeting shall be convened whenever necessary according to relevant laws. For the convention of shareholders’ meetings, all shareholders shall be informed of the date, location and reasons of convention thirty days before the convention of an ordinary shareholders’ meeting, and fifteen days before the convention of an extraordinary shareholders’ meeting.
Article 9 Shareholders’ meetings shall be convened by the Board of Directors, and the Chairman of the Board shall act as the chair of shareholders’ meetings. In cases where the Chairman of the Board is on leave or cannot exercise his/her functional duties due to reasons, the Vice Chairman shall act as a proxy thereof. If no Vice Chairman is available or the Vice Chairman is also on leave or cannot exercise his/her functional duties due to reasons, the Chairman of the Board shall designate a Director to act as the proxy. If no Director is designated, the Directors shall elect one Director to act as the proxy. For a Board of Directors Meeting convened by any other person having the convening right, such person having the convening right shall act as the chair of the meeting provided, however, that if there are two or more persons having the convening right, the chair of the meeting shall be elected from among themselves. When the company’s shareholders’ meeting is convened, it may be convened by video conference or other methods announced by the central competent authority. However, if the central competent authority announces that the Company shall convene the shareholders’ meeting within a certain period due to natural disasters, incidents, or other force majeure factors, the meeting may be held by video conference or in accordance with the method announced by the Company’s Articles of Incorporation. Where a shareholder for any reasons cannot attend the shareholders’ meeting in person, he or she may appoint a proxy to attend a shareholders’ meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. In addition to Article 177 and Article 177-2 of the Company Act, shareholders’ attendance by proxies shall be subject to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority.
-
Article 10 Each shareholder of the Company shall have one voting power for each share held; however, the shares shall have no voting power under any of the following circumstances:
-
Where a shareholder appoints a proxy to attend a shareholders’ meeting, pursuant to the provision of Article 177 of the Company Act “except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company; otherwise, the portion of excessive voting power shall not be counted.”
I. The share(s) of a company that are held by the issuing company itself in accordance with the laws;
II. The shares of a holding company that are held by its subordinate company, where the total number of voting shares or total shares equity held by the holding company in such a subordinate company represents more than one half
50
of the total number of voting shares or the total shares equity of such a subordinate company; or
III. The shares of a holding company and its subordinate company(ies) that are held by another company, where the total number of the shares or total shares equity of that company held by the holding company and its subordinate company(ies) directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.
-
The Company’s shareholders may exercise their voting rights in electronic form, and shareholders exercising their voting rights in electronic form shall be deemed to have attended the meeting in person. All relevant matters shall be handled in accordance with the regulations.
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Article 11 Resolutions at a shareholders’ meeting, unless otherwise specified in the Company Act or relevant laws, shall be adopted by a majority of the shareholders presented in person or by their proxies, who represent more than one-half of the total number of the voting shares. Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting and shall be handled in accordance with the provision of Article 183 of the Company Act. Chapter 4: Directors and Supervisors
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Article 12 The Company shall have seven to nine Directors with a term of office of three years, who shall be elected by the shareholders’ meeting from among the persons with disposing capacity and shall be eligible for re-elections. In the roster of Directors described in the preceding paragraph, the number of Independent Directors shall be at least three.
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The election of the Directors adopts the candidate nomination system described in Article 192-1 of the Company Act. The relevant matters for the acceptance method and announcement of the Director candidate nomination shall be handled in accordance with relevant regulatory requirements specified in the Company Act and the Securities and Exchange Act. Independent Directors and Non-independent Directors shall be elected at the same time but on separate ballots.
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Article 12-1 The Company establishes an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee shall be formed by all of the Independent Directors. The Audit Committee or members of the Audit Committee shall be responsible for the execution of the authorities of supervisors in accordance with the provisions of the Company Act, Securities and Exchange Act and other laws and regulations.
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Article 13 The Board of Directors shall be formed by the Directors. A Chairman of the Board shall be elected by a majority of the Directors present at a meeting of the Board of Directors attended by two-thirds or more of the total number of Directors. In addition, one Director may be elected from among themselves to act as the Vice Chairman depending upon the business needs. The Chairman shall externally represent the Company.
I. Unless otherwise specified in the Company Act, resolutions of the Board of Directors Meeting shall be executed based on the attendance of a majority of Directors and the consent of a majority of the attending Directors. The meeting minutes shall be signed or sealed by the Chair and shall also be preserved at the Company.
II. When the number of vacancies of Directors reaches one-third of the total number of Directors, the Board of Directors shall convene an extraordinary shareholders’ meeting within sixty days to fill the vacancies, and the term of office thereof shall be limited to fulfill the unexposed term of office of the predecessor.
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III. The Board of Directors, in conducting business, shall act in accordance with laws and ordinances, the Articles of Incorporation, and the resolutions adopted at the meetings of shareholders. Where any resolution adopted by the Board of Directors contravenes the preceding Paragraph, thereby causing loss or damage to the company, all directors taking part in the adoption of such resolution shall be liable to compensate the company for such loss or damage; however, those directors whose disagreement appears on record or is expressed in writing shall be exempted from liability.
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IV. Nevertheless, where a Director for any reasons cannot attend the Board of Directors’ Meeting in person, he/she/it may issue a power of attorney, indicating the scope of authorization along with a signature and seal in order to appoint another Director to attend the meeting as a proxy thereof.
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Article 13-1 During the convention of the Board of Directors’ Meeting, notices indicating the reasons for the convention shall be delivered to all Directors seven days in advance, provided that in case of emergencies, such meeting may be convened at any time.
The notice about convention of Board of Directors’ meetings to Directors may be effected by letter, e-mail or fax.
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Article 14 In cases where the Chairman of the Board is on leave or cannot exercise his/her functional duties due to reasons, the Vice Chairman shall act as a proxy thereof. If no Vice Chairman is available or the Vice Chairman is also on leave or cannot exercise his/her functional duties due to reasons, his/her proxy shall be handled in accordance with Article 208 of the Company Act.
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Article 14-1 All Directors and Supervisors of the Company may receive recurring remuneration of transportation allowance and salaries, etc., and the Board of Directors is authorized to determine the amounts of such remuneration based on their participation level and value of contribution to the operation of the Company, and such remuneration shall be paid according to the common standard adopted in the same industry regardless of whether there is operating profit or loss.
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Article 14-2 During the term of office of the Directors, the Company shall purchase liability insurance for the Directors for their indemnification liabilities within the scope of their official services according to the laws.
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Chapter 5: Managerial Officers
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Article 15 The Company may appoint managers, and the appointment, discharge and remuneration of the managers are subject to Article 29 of the Company Act. Chapter 6: Accounting
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Article 16 At the end of each fiscal year of the Company, the Board of Directors shall prepare the (1) Business report, (2) Financial statements and (3) Proposal for distribution of profit or covering losses, for submission to the supervisors for review thirty days prior to the convention of an ordinary shareholders’ meeting, and such shall also be submitted to the ordinary shareholders’ meeting to request rectification.
Starting from the establishment date of the Audit Committee, such reports and statements shall be submitted to the Audit Committee for approval.
- Article 17 The Company shall, after offsetting accumulated losses, appropriate no less than 10% of the profit before tax before deduction of employee compensation and remuneration to directors and supervisors as employee compensation, of which no less than 4.5% shall be distributed to non-managerial employees, and no more than 3% shall be appropriated as remuneration to directors and supervisors. The distribution of the employee remuneration in shares or cash shall be executed in accordance with the resolution of the Board of Directors’
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Meeting attended by more than two-thirds of the Directors and the consent of a majority of the attending Directors. In addition, a report to the shareholders’ meeting shall be made. Employees are entitled to receive employee remuneration distributed in the form of shares or cash, and the subjects may be employees of the parent or subsidiaries of the Company meeting certain specific requirements.
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Article 17-1 Where the Company has a net profit in the current period after the settlement of a fiscal year, the accumulated loss shall be covered first, and 10% thereof shall be set aside as the legal reserve; however, when the legal reserve has reached the paid-in capital of the Company, it may be exempted from such appropriation. For the remaining amount, a special reserve shall be set aside or reversed according to the laws or regulations of the competent authority. Subsequently, if there is still a remaining amount, such remaining amount and the accumulated undistributed surplus at the beginning of the same period may be combined with the undistributed earnings as the accumulated distributable earning for shareholders, which is submitted to the Board of Directors for the preparation of an earnings distribution proposal, followed by submitting the proposal to the shareholders’ meeting for resolution on the distribution thereof, if the earnings are distributed in the form of new shares.
The Company, in accordance with Paragraph 5 of Article 240 of the Company Act, authorizes the Board of Directors to pay distributable dividends and bonuses or legal reserve and the capital reserve described in Paragraph 1 of Article 241 of the Company, in whole or in part, 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.
The Company is in the technology industry and the industrial environment change is rapid. With consideration of the future capital demand and sound financial planning for the sustainable development of the Company, it is preferable to adopt a stable dividend policy. The dividend rate is expected to be above 20%, and cash dividend accounts for more than 20% of the total shareholders’ bonus. Nevertheless, when the price per share for the cash dividend is lower than NTD 0.1 (inclusive), no cash dividends are to be issued, but stock dividends are issued instead.
Chapter 7: Supplemental Provisions Article 18 The Company may offer guarantees to foreign companies for business needs. Article 19 Any matters not specified in these Articles of Incorporation shall be handled according to the regulations of the Company Act. Article 20 The Articles of Incorporation was established on July 6, 1977. The 1st amendment was made on July 27, 1977. The 2nd amendment was made on June 1, 1979. The 3rd amendment was made on February 9, 1982. The 4th amendment was made on July 3, 1982. The 5th amendment was made on August 12, 1983. The 6th amendment was made on November 1, 1983. The 7th amendment was made on December 2, 1987. The 8th amendment was made on December 17, 1988. The 9th amendment was made on January 29, 1989. The 10th amendment was made on June 18, 1990. The 11th amendment was made on August 15, 1990. The 12th amendment was made on October 13, 1990. The 13th amendment was made on February 12, 1991.
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The 14th amendment was made on May 5, 1993. The 15th amendment was made on November 23, 1993. The 16th amendment was made on July 26, 1994. The 17th amendment was made on June 14, 1996. The 18th amendment was made on October 2, 1996. The 19th amendment was made on January 28, 1997. The 20th amendment was made on May 31, 1997. The 21st amendment was made on May 17, 1999. The 22nd amendment was made on July 8, 1999. The 23rd amendment was made on March 20, 2000. The 24th amendment was made on May 24, 2001. The 25th amendment was made on May 24, 2001. The 26th amendment was made on May 24, 2001. The 27th amendment was made on June 21, 2002. The 28th amendment was made on May 30, 2003. The 29th amendment was made on June 15, 2004. The 30th amendment was made on June 15, 2004. The 31st amendment was made on June 16, 2005. The 32nd amendment was made on June 6, 2006. The 33rd amendment was made on June 13, 2008. The 34th amendment was made on June 16, 2009. The 35th amendment was made on November 18, 2009. The 36th amendment was made on June 19, 2012. The 37th amendment was made on June 17, 2016. The 38th amendment to these Articles of Incorporation was made on June 6, 2019. The 39th amendment was made on June 1, 2022. The 40th amendment was made on May 26, 2025.
I-CHIUN PRECISION INDUSTRY CO., LTD.
Chairman: CHOU, WAN-SHUN
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[Appendix 2]
I-CHIUN PRECISION INDUSTRY CO., LTD. Rules of Procedure for Shareholders’ Meetings
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Article 1 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 pursuant to Article 5 of the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” jointly established by Taiwan Stock Exchange Corporation and Taipei Exchange.
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Article 2 The rules of procedures for shareholders’ meeting of the Company, except as otherwise provided by law, regulation or the articles of incorporation, shall be as provided in these Rules.
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Article 3 (Notice of convening of shareholders’ meeting)
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Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the Board of Directors.
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The 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, or the election or dismissal of directors, and upload them to the MOPS thirty days before the date of an ordinary shareholders’ meeting or fifteen days before the date of an extraordinary shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS at least 21 days before the date of the ordinary shareholders’ meeting or at least 15 days before the date of the extraordinary shareholders’ meeting. In addition, fifteen days prior to the date of the shareholders’ meeting, the Company shall 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 as well as being distributed on-site at the meeting place. 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.
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Matters pertaining to election or discharge of directors, alteration of 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, dissolution, merger, spin-offs, or any matters as set forth in Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.
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The reason for convention of the shareholders’ meeting has indicated the re-election of directors, and the date of assuming the position is also indicated. After the re-election is completed in such session of a shareholders’ meeting, the date of assuming the position shall not be changed through extempore motion or
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other methods.
Shareholder(s) holding 1% or more of the total number of outstanding shares of a company may put forward to the Company a proposal for discussion at an ordinary shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. In addition, when the circumstances of any Subparagraph of Paragraph 4 of Article 172-1 of the Company Act applies to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. Shareholders may submit proposals urging the Company to promote public interests or fulfill its social responsibilities, and the procedure shall be conducted based on the relevant provisions of Article 172-1 of Company Act, the number of such proposal shall not exceed one, and any other proposal exceeding the limitation of this number will not be included in the discussion procedure of the meeting.
Prior to the date on which share transfer registration is suspended before the convention of an ordinary shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten days.
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Shareholder-submitted proposals are limited to 300 words; proposals containing more than 300 words are not to be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the ordinary shareholders’ meeting and take part in discussion of the proposal.
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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.
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Article 4 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.
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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 as least 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.
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After the service of the power of attorney of a proxy to the company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
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Article 5 (Principles for shareholders’ meeting convention time and venue) 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
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Article 6
(Preparation of documents such as the attendance book) The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 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.
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Shareholders and their proxies (collectively, “shareholders”) shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may 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.
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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. The Company 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 or supervisors, pre-printed ballots shall also be furnished.
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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.
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Article 7 (The chair and non-voting participants of a shareholders’ meeting) If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman is also on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one person to serve as chair.
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When a Managing Director or a Director serves as chair, as referred to in the preceding paragraph, the Managing Director or Director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
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It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the Directors, and at least one member of each functional committee on behalf of the respective committee. The attendance shall be recorded in the meeting minutes.
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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.
The Company may appoint its attorneys, CPA, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
Article 8 (Documentation of a shareholders’ meeting by audio or video)
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The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.
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The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the meeting minutes involved shall be kept until the legal proceedings of the foregoing lawsuit have been concluded.
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Article 9 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 plus the number of shares whose voting rights are exercised by correspondence or electronically.
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When the meeting time has been reached, the chairman shall announce that the meeting is started, and simultaneously announce the number of non-voting rights and the number of shares in attendance. 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.
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 of 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.
When, prior to the conclusion of the meeting, the attending shareholders 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.
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Article 10 (Discussion of proposals)
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Where 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 on the agenda (including extraordinary 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.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary 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.
The chair shall allow ample opportunity during the meeting for explanation and
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discussion of proposals and of amendments or extraordinary 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.
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Article 11 (Shareholder speech) 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. 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.
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 five minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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 chairperson shall stop any violation. 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. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. Article 12 (Calculation of voting shares and recusal system) Voting at a shareholders’ meeting shall be calculated based on the number of shares. The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.
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A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder.
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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. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
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Article 13 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 Paragraph 2 of Article 179 of the Company Act.
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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 extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the
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submission of extraordinary motions and amendments to original proposals. 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 at least 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.
In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders’ meeting in person, he/she/it shall, two days prior to the meeting date of the scheduled shareholders’ meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph Two. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission 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.
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 chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. In addition, on the same day after the conclusion of the shareholders’ meeting, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall have the identity of shareholders of the Company.
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.
- Article 14 (Elections)
When the shareholders’ meeting elects directors, it shall be handled in accordance with the relevant election and appointment regulations set by the Company, and the election results shall be announced on the spot, including the list of elected directors and their voting rights, and the list of candidates of directors and supervisors not elected and their voting rights.
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. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the meeting minutes involved shall be kept until the legal proceedings of the foregoing lawsuit have been concluded.
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| Article | 15 | Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of |
|---|---|---|
| the meeting, which shall be affixed with the signature or seal of the chairman of the | ||
| meeting and shall be distributed to all shareholders of the company within twenty | ||
| days after the close of the meeting. The meeting minutes may be produced and | ||
| distributed in electronic form. | ||
| The Company may distribute the meeting minutes of the preceding paragraph by | ||
| means of a public announcement made through the MOPS. | ||
| 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 the number of voting rights won by each candidate | ||
| in the event of an election of directors. The minutes shall be retained for the | ||
| duration of the existence of this Company. | ||
| Article | 16 | (Public disclosure) |
| 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 and the number of shares represented by proxies, and | ||
| shall make an express disclosure of the same at the place of the shareholders’ | ||
| meeting. | ||
| 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 time period. | ||
| Article | 17 | (Maintaining order at the meeting place) |
| Staff handling administrative affairs of a shareholders’ meeting shall wear | ||
| identification cards. | ||
| 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.” | ||
| 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. | ||
| 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 | 18 | (Recess and resumption of a shareholders’ meeting) |
| 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 | ||
| temporarily suspended and announce a time when, in view of the circumstances, | ||
| the meeting will be resumed. | ||
| If the meeting venue is no longer available for continued use and not all of the | ||
| items (including extraordinary motions) on the meeting agenda have been | ||
| addressed, the shareholders’ meeting may adopt a resolution to resume the meeting | ||
| at another venue. | ||
| 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 | 19 | These Rules, and any amendments hereto, shall be implemented after adoption by |
| shareholders’ meetings. | ||
| These Rules were established on June 10, 2020. | ||
| Amended on June 1, 2022 |
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[Appendix 3]
I-CHIUN PRECISION INDUSTRY CO., LTD. Procedures for the Election of Directors
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Article 1 The election of directors of the Company shall be conducted in accordance with these Procedures.
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Article 2 Unless otherwise provided in the Articles of Incorporation, the election of directors of the Company shall be conducted by the method of single-ballot cumulative voting with multiple write-ins, whereby each share carries a number of votes equal to the number of directors to be elected, which may be cast in full for a single candidate or distributed among multiple candidates. The voter’s name on the ballot may be substituted by the shareholder attendance certificate number recorded on the ballot.
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Article 2-1 The election of directors of the Company shall adopt a candidate nomination system in accordance with Article 192-1 of the Company Act. Independent directors and non-independent directors shall be elected simultaneously, with the number of seats for independent directors and non-independent directors calculated separately.
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Article 3 In the election of directors, seats shall be filled in descending order by the number of voting rights represented by the votes received, up to the number of seats prescribed by the Company’s Articles of Incorporation. In the event that two or more candidates receive an equal number of voting rights and the number of such candidates exceeds the remaining seats to be filled, the matter shall be determined by lot among the tied candidates; where any tied candidate is absent, the chairperson shall draw the lot on their behalf.
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Article 4 Ballots shall be prepared and issued by the Company, numbered in accordance with attendance certificate numbers and pre-filled with the corresponding number of voting rights.
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Article 5 Prior to the commencement of the election, the chairperson shall designate a number of ballot inspectors, ballot callers, and ballot recorders to perform their respective functions.
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Article 6 Ballot boxes shall be prepared by the Company and shall be opened and inspected by the ballot inspectors in the presence of all attendees prior to the commencement of voting.
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Article 7 Where the nominee is a shareholder, the voter shall enter the nominee’s account name and shareholder account number in the “Nominee” field of the ballot; where the nominee is not a shareholder, the voter shall enter the nominee’s full name and national identification number. Where a juridical person shareholder is the nominee, the “Nominee” field shall set out the name of the juridical person and the name of its representative. The number of voting rights allocated to each nominee shall also be indicated on the ballot.
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Article 8 A ballot shall be invalid in any of the following circumstances: 1. The ballot is not the prescribed form stipulated under these Procedures. 2. The ballot is cast blank.
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The handwriting is illegible or indecipherable.
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Where the nominee is a shareholder, the account name or shareholder account number entered does not match the shareholder register; where the nominee is not a shareholder, the name or national identification number entered is found to be inconsistent upon verification.
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Text other than the nominee’s account name (or full name) and shareholder account number (or national identification number) is written on the ballot.
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Where the nominee is a shareholder, only the nominee’s name is entered
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without the account number, and the shareholder register contains another shareholder of the same name.
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The number of nominees entered exceeds the number of director seats to be filled as prescribed by the Company’s Articles of Incorporation.
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The number of voting rights used exceeds the number indicated on the ballot. 9. Any entry among the nominee’s name, account number, and allocated voting rights has been altered.
Article 9 Upon completion of voting, ballots shall be counted on the spot and the results announced by the chairperson in the presence of all attendees.
- Article 10 The Company shall separately issue written notices of election to each elected director.
Article 11 Any matters not addressed in these Procedures shall be handled in accordance with the Company Act and other applicable laws and regulations.
Article 12 These Procedures shall come into effect upon approval by the Shareholders’ Meeting, and the same shall apply upon amendment.
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[Appendix 4]
I-CHIUN PRECISION INDUSTRY CO., LTD. Information on Directors and Ownership
| Position | Name | Number of shares held | Shareholding ratio (%) |
|---|---|---|---|
| Chairman | CHOU, WAN-SHUN | 23,032,644 | 9.93% |
| Vice Chairman | LEE, CHUNG-YI | 14,156,787 | 6.10% |
| Director | LIN, WU-CHUN | 740,931 | 0.32% |
| Director | YEH, CHWEI-JING | - | - |
| Subtotal | 37,930,362 | 16.35% |
|
| Independent Director | KUO, CHUNG-CHIEN | - | - |
| Independent Director | LEE, JIH-CHIEN | 300,264 | 0.13% |
| Independent Director | CHANG, HSIEN-SUNG | 112,298 | 0.05% |
| Independent Director | HUNG, SHUN-CHING | - | - |
| Subtotal | 412,562 | 0.18% |
|
| Total | 38,342,924 | 16.53% |
Note: 1. According to Article 26 of the Securities and Exchange Act
The minimum number of shares that all directors of the Company (excluding independent directors) shall hold in total is 12,000,000 shares.
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As the Company has established an Audit Committee, the minimum percentage of all supervisors’ shareholdings is not applicable.
-
The number of shares recorded in the shareholder register as of the record date for suspension of share transfers prior to this Shareholders’ Meeting (March 27, 2026).
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