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I-SHENG — Proxy Solicitation & Information Statement 2026
May 12, 2026
52502_rns_2026-05-12_da53d1ff-c377-4a7c-bbbe-9babf8f7a610.pdf
Proxy Solicitation & Information Statement
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I-SHENG ELECTRIC WIRE & CABLE CO., LTD.
Annual Shareholders’ Meeting 2026 Handbook
Meeting date: June 24, 2026
Meeting venue: No.50, Dinghu Road, Dahua Village, Guishan District, Taoyuan City, Taiwan (I-SHENG Education and Training Center)
Table of Contents
I. 2026 Annual General Meeting Agenda 1
II. Matters to be Reported 2
III. Matters to be Ratified 3
IV. Extemporary motions 3
V. Appendix 4
1. 2025 Business Report 4
2. Financial Statements 6
3. Audit Committee’s Review Report 22
4. 2025 Earnings Distribution Report 23
5. Remuneration payment policy and individual remuneration and amount for directors of the Company in 2025 24
6. Articles of Incorporation 26
7. Rules and procedures of shareholders’ meetings 29
8. Shareholdings of all directors stated in the shareholder register and their minimum shareholding 36
I-SHENG ELECTRIC WIRE & CABLE CO.,LTD
I. 2026 Annual Shareholders’ Meeting Agenda
Time: June 24, 2026 (Tuesday) 09:00 a.m.
Venue: No.50, Dinghu Road, Dahua Village, Guishan District, Taoyuan City, Taiwan (I-SHENG Education and Training Center)
Format: In-person annual shareholders’ meeting
Meeting Procedure:
I. Meeting called to order
II. Chairman’s address
III. Matters to be reported
(i) 2025 Business Report
(ii) Audit Committee’s Review Report for 2025 Financial Statements
(iii) Distribution report of remuneration for the directors and employees for the Year 2025
(iv) Report on the remuneration for directors for the Year 2025
IV. Matters to be Ratified
(i) Ratification of the 2025 Business Report and Financial Statement
(ii) Ratification of the 2025 Earnings Distribution Proposal
V. Extemporary motions
VI. Adjournment
1
2
II. Matters to be Reported
Item 1: 2025 Business Report
Explanation: Please refer to Appendices 1 of this handbook (pages 4-5).
Item 2: Audit Committee’s Review Report for 2025 Financial Statements
Explanation: Please refer to Appendix 3 of this handbook (page 22).
Item 3: Distribution report of remuneration for the directors and employees for the Year 2025
Explanation:
i. The Company's undistributed net profit before tax for directors and employees' remuneration in 2025 was NT $947,116,900. In accordance with Article 20 of the Articles of Incorporation and resolved by the Board of Directors, the distribution ratio of 1.27% and 3.48% respectively was set, and the Company's allocated directors and employees' remuneration in 2025 were NT$12,000,000 and NT$33,000,000 respectively, both of which were distributed in cash; The aforementioned distribution amount of directors and employees' remuneration is consistent with the estimated amount in the accounts of 2025.
ii. The proposal was reviewed by the Remuneration Committee on January 22, 2026, and passed by the Board of Directors on January 30, 2026.
Item 4: Report on the remuneration for directors for the Year 2025
Explanation:
i. The Company intended to distribute NT$12,000,000 of directors and independent directors' remuneration in cash for 2025.
ii. Please refer to Appendix 5 (page 24-25) of this handbook for the remuneration policy and individual remuneration of the Company's directors and independent directors.
iii. The proposal was reviewed by the Remuneration Committee on January 22, 2026, and passed by the Board of Directors on January 30, 2026.
3
III. Matters to be Ratified
Proposal 1:
Proposed by the Board of Directors
Proposal: Ratification of the Company's 2025 business report and financial statements.
Explanation:
i. The 2025 individual and consolidated financial statements have been reviewed and approved by the Company's Audit Committee and Board of Directors, as well as audited and certified by the Certified Public Accountants, Muriel Yu and Jamie Lu. of Ernst & Young. Please refer to Appendices 1 and 2 (pages 4-21) for the business report and financial statement.
ii. For ratification please.
Resolution:
Proposal 2:
Proposed by the Board of Directors
Proposal: Ratification of the Company's 2025 Earnings Distribution Proposal.
Explanation:
i. The 2025 earnings distribution proposal had been reviewed and approved by the Company's Board of Director. Please refer to Appendix 4 (page 23) of this handbook for details.
ii. Payment of dividends is distributed from the 2025 earnings first.
iii. The Chairman shall be authorized to set the ex-dividend date.
iv. The distribution of the cash dividends shall be rounded down to the nearest New Taiwan Dollar. The Chairman is authorized to approach specific persons to handle the matter in its entirety.
v. For ratification please.
Resolution:
V. Extemporary Motions
I-SHENG ELECTRIC WIRE & CABLE CO., LTD
2025 Business Report
Appendix 1
The global economy in 2025 continued to be affected by artificial intelligence (AI) and emerging application business opportunities, resulting in continued strong demand for high-performance computing and cloud data services, which will continue to stimulate the information electronics industry's production momentum and demand, and deepen the shipment effect, and the annual growth rate of exports of electronic and information and communications products will continue to grow, which will have a positive impact on the global economy and social stability, and thus cause the Company's export orders to grow. As a result, the Company's consolidated revenue in 2025 will increase by 2.53% compared to 2024. In addition, although international raw material prices increased, due to the Company's effective control over various expenses and manufacturing costs, the Company's consolidated operating income in 2025 increased by 29.22% compared with 2024. However, as the Company incurred foreign exchange losses due to the depreciation of the U.S. dollar against the New Taiwan dollar, the overall consolidated income before tax in 2025 decreased by 14.37% compared with 2024. The following is a summary of our 2025 operating results, research and development, and 2026 business plan :
2025 Business Operations
1. Operations performance
Individual financial statements
Unit: NT$ thousand
| Item | 2025 | 2024 |
|---|---|---|
| Operating revenue | 3,173,694 | 3,133,728 |
| Net profit after tax | 535,281 | 680,299 |
| Earnings per share (NT$) | 2.85 | 3.63 |
Consolidated financial statements
Unit: NT$ thousand
| Item | 2025 | 2024 |
|---|---|---|
| Operating revenue | 7,550,216 | 7,363,790 |
| Net profit after tax | 528,679 | 667,634 |
| Earnings per share (NT$) | 2.85 | 3.63 |
2. The Company did not announce financial forecasts and therefore does not analyse them.
3. Financial results as of December 31, 2025
Individual financial statements
Unit: NT$ thousand
| Item | 2025 | 2024 |
|---|---|---|
| Total assets | 11,291,496 | 11,501,955 |
| Non-current liabilities | 6,051,000 | 6,086,148 |
| Shareholders’ equity | 5,240,496 | 5,415,807 |
| Net worth per share | 27.93 | 28.86 |
Consolidated financial statements
Unit: NT$ thousand
| Item | 2025 | 2024 |
|---|---|---|
| Total assets | 8,348,097 | 8,667,250 |
| Non-current liabilities | 3,051,195 | 3,215,303 |
| Shareholders’ equity | 5,296,902 | 5,451,947 |
| Net worth per share | 27.93 | 28.86 |
- The financial structure and profitability data for 2025 are shown in the table below: Individual financial statement
| Item | 2025 | 2024 | |
|---|---|---|---|
| Financial structure (%) | Ratio of liabilities to assets | 53.59 | 52.91 |
| Ratio of long-term capital to property, plant and equipment | 3,953.39 | 3,876.07 | |
| Debt service ability (%) | Current ratio | 57.65 | 52.83 |
| Quick ratio | 54.63 | 50.88 | |
| Profitability (%) | Asset return ratio | 4.90 | 6.39 |
| Shareholders’ equity return ratio | 10.05 | 12.98 | |
| Net profit ratio | 17.25 | 22.37 |
Consolidated financial statements
| Item | 2025 | 2024 | |
|---|---|---|---|
| Financial structure (%) | Ratio of liabilities to assets | 36.55 | 37.10 |
| Ratio of long-term capital to property, plant and equipment | 813.48 | 773.71 | |
| Debt service ability (%) | Current ratio | 244.18 | 240.76 |
| Quick ratio | 215.93 | 215.05 | |
| Profitability (%) | Asset return ratio | 6.50 | 8.15 |
| Shareholders’ equity return ratio | 9.84 | 12.61 | |
| Net profit ratio | 7.00 | 9.07 |
- Research and development (R&D) status: The R&D expenditure invested this year was NT$72,897, a increase of 0.35% from NT$72,646 in the previous year. The main R&D areas were to coordinate and integrate the resources of various plants, reduce waste of ineffective R&D projects on top of focusing on the development of electric vehicles and green energy special power lines to enhance the Company's future competitiveness.
Business plan for 2026:
(1) Continue to conduct product research and development to meet future product demand and maintain the Company's competitive advantage.
(2) In order to cope with the changes in U.S. tariff policy and to diversify investment risks, we will strengthen business development in the U.S. retail market and promote the establishment of a processing plant in Mexico to reduce production costs.
(3) The Company relentlessly upgraded to advanced automation equipment, integrated manufacturing processes and optimized management processes to improve production and operational efficiency.
(4) Diversify the development of product lines, scale up service levels, and develop potential customer groups to increase revenue and market share.
(5) Carry out tax planning for group enterprises, reduce the global effective tax burden, and achieve the goal of legal tax savings.
Outlook
The Company will continue to develop AI servers, smart home appliances, game consoles, and power cables in the traditional AC power connection cable products. In addition, We will continue to expand our global market footprint in Southeast Asia and the U.S. In addition, we will continue to serve our customers with low-cost, high-quality products to expand our global market share. It is expected that the continued expansion of AI technology applications will drive growth in related market demand, and that performance in 2026 will remain promising.
Finally, on behalf of I-sheng Electric Wire & Cable Co Ltd, I would like to express my sincere gratitude to all the shareholders, ladies and gentlemen, for their guidance and support to the Company today and in the past. I hope that you will continue to give us your guidance and support so that we can achieve further success.
Chairman Huang, T.C HUANG
Head of Accounting KAO, SHIH-JUNG
General Manager FANG,I-HSIUNG
INDEPENDENT AUDITORS' REPORT
Appendix 2
The Board of Directors and Shareholders of
I-sheng Electric Wire & Cable Co Ltd
Opinion
We have audited the accompanying parent company only balance sheets of I-sheng Electric Wire & Cable Co. Ltd. as of December 31st, 2025 and December 31st, 2024, and the parent company only comprehensive income statement, changes in equity and cash flows for the years ended, and notes to the parent company only financial statements (including a summary of significant accounting policies).
In our opinion, the accompanying parent company financial statements present fairly, in all material respects, the financial position of the Company as of December 31st, 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.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the years ended December 31st, 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, and we do not provide a separate opinion on these matters.
Revenue Recognition
I-sheng Electric Wire & Cable Co Ltd. recognized its 2025 revenue of NT$3,103,784 thousand, and its main revenue resource came from the production and sales of power cord and plastic processing material, part of them were build-to-order production, due to the fact that product sales are mainly based on export market, the conditions and the form of trade are not exactly the same, the order usually includes the shipping service, therefore, it is to be determined when performance obligations are satisfied, which identifying the revenue recognition of customer contracts is a key audit matter.
Our auditing procedure includes but not limited to assessing the appropriateness of accounting policies for revenue recognition; testing the effectiveness of internal controls related to revenue recognition in the sales cycle; selecting sample to perform transaction detail testing, reviewing their transaction voucher, and reviewing the significant terms of the order or contract, identify the performance obligations, price allocation, and confirm the time point of fulfillment of the contract or order to confirm the correctness of the transaction recognition time point; sampling relevant vouchers of revenue transactions for a period of time before and after the balance sheet date to confirm that the revenue is recognized in an appropriate period of time.
Additionally, we consider the appropriateness of the operating income disclosure in notes IV and VI in the parent company only financial statements.
Other Matter - Mention of Audits by Other Accountants
Among the investee companies included in the parent company only financial statements of I-sheng Electric Wire & Cable Co Ltd., part of the investee companies prepared financial statements based on IFRS and relevant laws and requirements about presenting consolidated financial statements in Vietnam, and financial statements prepared by
accounting practice adopted in Brazil, which were not audited by us, but by other auditors in accordance with the standards on auditing in Vietnam and the approved Brazil and International Standards on Auditing. Therefore, in the opinion expressed by us to the aforementioned parent company only financial statements, the amounts presented in the financial statements of those investee companies were based on other auditors' audit report and the results of additional audit procedures performed to comply with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the standards on auditing of Taiwan. The invested amount which adopted the equity method for the invested company for the years ended December 31st 2025 and 2024 is individually of NT$939,081 thousands and NT$840,333 thousands, which stands respectively of 8% and 7% of the total asset amount of the parent company, the profit or loss amount calculated by the equity method of affiliates and joint ventures is individually of NT$149,745 thousands and NT$158,482 thousands, which stands respectively of 17% and 20% of the total profit before tax, the other comprehensive income calculated by the equity method of relevant enterprises and joint ventures is individually of NT$(45,666) thousands and NT$(39,560) thousands, which stands respectively of 41% and (17)% of the other comprehensive income.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error. In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, 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 auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
7
-
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 and 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 group audit. We remain solely responsible for our audit opinion. [√]
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31st, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' reports are Muriel Yu and Jamie Lu.
Ernst & Young
Taipei, Taiwan
Republic of China
March 12nd, 2026
I-Sheng Electric Wire & Cable Co., Ltd.
Parent Company Only Balance Sheet
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| ASSETS | December 31st, 2025 | December 31st, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Note | Amount | % | Amount | % |
| CURRENT ASSETS | ||||||
| 1100 | Cash and cash equivalents | 4 and 6.1 | $509,596 | 5 | $662,232 | 6 |
| 1110 | Financial assets at fair value through profit or loss - current | 4 and 6.2 | 11,592 | - | 6,978 | - |
| 1136 | Financial assets at authorized cost - current | 4, 6.4 and 8 | 131,892 | 1 | 133,186 | 1 |
| 1150 | Notes receivable | 4, 6.5 and 6.17 | 67,168 | 1 | 62,870 | 1 |
| 1170 | Accounts receivable | 4, 6.6 and 6.17 | 871,411 | 8 | 757,045 | 7 |
| 1200 | Other receivables | 2,178 | - | 12,847 | - | |
| 1210 | Other receivables - related parties | 7 | 309,927 | 3 | 256,646 | 2 |
| 1220 | Income tax receivable | 4 and 6.22 | 11,255 | - | - | - |
| 130x | Inventories | 4 and 6.7 | 81,994 | - | 66,885 | - |
| 1410 | Prepaid accounts | 11,816 | - | 5,259 | - | |
| 1470 | Other current assets | 4 | 50 | - | 68 | - |
| 11xx | Total current assets | 2,008,879 | 18 | 1,964,016 | 18 | |
| NONCURRENT ASSETS | ||||||
| 1510 | Financial assets at fair value through profit or loss - noncurrent | 4 and 6.2 | 18,563 | - | - | - |
| 1517 | Financial assets at authorized cost - noncurrent | 4 and 6.3 | 381,097 | 3 | 398,860 | 3 |
| 1550 | Investments accounted for using equity method | 4 and 6.8 | 8,654,723 | 77 | 8,852,579 | 77 |
| 1600 | Property, plant and equipment | 4, 6.9 and 8 | 197,474 | 2 | 200,825 | 2 |
| 1755 | Right-of-use assets | 4, 6.18 and 7 | 1,867 | - | - | - |
| 1780 | Intangible assets | 4 and 6.10 | 411 | - | 849 | - |
| 1840 | Deferred income tax assets | 4 and 6.22 | 5,909 | - | 37,297 | - |
| 1900 | Other noncurrent assets | 6.11 and 6.14 | 22,573 | - | 47,529 | - |
| 15xx | Total noncurrent assets | 9,282,617 | 82 | 9,537,939 | 82 | |
| 1xxx | TOTAL | $11,291,496 | 100 | $11,501,955 | 100 |
(Please refer to the notes in the parent company only financial statement)
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-Sheng Electric Wire & Cable Co., Ltd.
Parent Company Only Balance Sheet (Continued)
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| LIABILITIES AND EQUITY | December 31st, 2024 | December 31st, 2023 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Notes | Amount | % | Amount | % |
| CURRENT LIABILITIES | ||||||
| 2100 | Short-term loans | 6.12 and 8 | $1,620,000 | 14 | $1,700,000 | 15 |
| 2130 | Contract liabilities - current | 4 and 6.16 | 1,364 | - | 1,573 | - |
| 2150 | Notes payable | 2,051 | - | 2,178 | - | |
| 2170 | Accounts payable | 109,032 | 1 | 106,741 | 1 | |
| 2180 | Accounts payable - related parties | 7 | 1,491,251 | 13 | 1,439,255 | 13 |
| 2200 | Other payables | 6.13 | 104,518 | 1 | 118,941 | 1 |
| 2220 | Other payables -related parties | 7 | 151,450 | 1 | 274,315 | 2 |
| 2230 | Income tax payable | 4 and 6.22 | - | - | 68,188 | 1 |
| 2282 | Lease liabilities - related parties | 4, 6.18 and 7 | 933 | - | - | - |
| 2300 | Other current liabilities | 3,979 | - | 6,651 | - | |
| 21xx | Total current liabilities | 3,484,578 | 30 | 3,717,842 | 33 | |
| NONCURRENT LIABILITIES | ||||||
| 2570 | Deferred income tax liabilities | 4 and 6.22 | 463,367 | 4 | 266,158 | 3 |
| 2582 | Lease liabilities - related parties | 4 6.18 and 7 | 951 | - | - | - |
| 2622 | Long-term payable - related parties | 7 | 2,101,440 | 19 | 2,101,440 | 18 |
| 2645 | Guarantee deposits | 664 | - | 708 | - | |
| 25xx | Total noncurrent liabilities | 2,566,422 | 23 | 2,368,306 | 21 | |
| 2xxx | Total liabilities | 6,051,000 | 53 | 6,086,148 | 54 | |
| 31xx | EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT | |||||
| 3100 | Capital stock | |||||
| 3110 | Ordinary Share | 6.15 | 1,876,622 | 17 | 1,876,622 | 16 |
| 3200 | Capital surplus | 6.15 | 930,848 | 8 | 930,800 | 8 |
| 3300 | Retained earnings | 6.15 | ||||
| 3310 | Appropriated as legal capital reserve | 1,361,481 | 12 | 1,293,228 | 11 | |
| 3320 | Appropriated as special capital reserve | 121,814 | 1 | 274,972 | 2 | |
| 3350 | Unappropriated earnings | 1,092,781 | 10 | 1,084,415 | 9 | |
| Total retained earnings | 2,576,076 | 23 | 2,652,615 | 22 | ||
| 3400 | Other equity | |||||
| 3410 | Gains (losses) on the exchange differences resulting from translating the financial statement in foreign operations | (319,820) | (3) | (238,811) | (2) | |
| 3420 | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | 176,770 | 2 | 194,533 | 2 | |
| (143,050) | (1) | (44,278) | - | |||
| 3xxx | Total equity | 5,240,496 | 47 | 5,415,759 | 46 | |
| TOTAL | $11,291,496 | 100 | $11,501,907 | 100 |
(Please refer to the notes in the parent company only financial statement)
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
Chairman: Zi Cheng Huang
I-Sheng Electric Wire & Cable Co., Ltd.
Parent Company Only Balance Sheet
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| Code | Accounting Items | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | OPERATING REVENUE | 4, 6.16 and 7 | $3,173,694 | 100 | $3,133,728 | 100 |
| 5000 | OPERATING COST | 6.7, 6.19 and 7 | (2,835,981) | (89) | (2,764,340) | (87) |
| 5950 | GROSS PROFIT | 337,713 | 11 | 369,388 | 13 | |
| 6000 | OPERATING EXPENSES | 6.17 6.19 and 7 | ||||
| 6100 | Marketing | (32,501) | (1) | (33,858) | (1) | |
| 6200 | General and administrative | (88,376) | (3) | (125,605) | (4) | |
| 6300 | Research and development | (47,886) | (2) | (42,135) | (1) | |
| 6450 | Expected credit impairment (loss) benefits | 26 | (1,155) | |||
| Total operating expenses | (168,737) | (6) | (202,753) | (6) | ||
| 6900 | NET INCOME FROM OPERATIONS | 168,976 | 5 | 166,635 | 6 | |
| 7000 | NON-OPERATING INCOME AND EXPENSES | |||||
| 7100 | Interest income | 6.20 and 7 | 10,231 | - | 14,375 | - |
| 7010 | Other income | 6.20 and 7 | 22,917 | 1 | 25,915 | 1 |
| 7020 | Other gains and losses | 6.20 and 7 | 30,140 | 1 | (65,235) | (2) |
| 7050 | Finance costs | 6.20 and 7 | (29,660) | (1) | (29,307) | (1) |
| 7070 | Share of profits of subsidiaries and associates | 699,514 | 22 | 665,849 | 21 | |
| Total non-operating income and expenses | 733,142 | 23 | 611,597 | 19 | ||
| 7900 | PROFIT BEFORE TAX | 902,118 | 28 | 778,232 | 25 | |
| 7950 | INCOME TAX EXPENSE | 4 and 6.22 | (366,837) | (12) | (97,933) | (3) |
| 8200 | NET INCOME | 535,281 | 16 | 680,299 | 22 | |
| 8300 | OTHER COMPREHENSIVE INCOME | 4 and 6.21 | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | |||||
| 8311 | Remeasurement of defined benefit obligation | (14,126) | - | 2,788 | - | |
| 8316 | Unrealized gain on investments in equity instruments at fair value through other comprehensive income | (17,763) | (1) | 142,472 | 4 | |
| 8349 | Income tax (expense) related to items that will not be reclassified subsequently | 2,825 | - | (558) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | |||||
| 8380 | Share of other comprehensive loss of subsidiaries and associates - items that may be reclassified subsequently | (86,113) | (3) | 117,500 | 4 | |
| 8399 | Income tax (expense) related to items that may be reclassified subsequently | 5,104 | - | (29,278) | (1) | |
| Other comprehensive income (loss) (net of income tax) | (110,073) | (4) | 232,924 | 7 | ||
| 8500 | TOTAL COMPREHENSIVE INCOME | $425,208 | 12 | $913,223 | 29 | |
| EARNINGS PER SHARE | ||||||
| 9750 | Basic earnings per share | |||||
| 9710 | Profit (loss) from continuing operations | |||||
| 9710 | Net income | 6.23 | $2.85 | $3.63 | ||
| 9850 | Diluted earnings per share | |||||
| 9810 | Profit (loss) from continuing operations | |||||
| 9810 | Net income | 6.23 | $2.84 | $3.61 |
(Please refer to the notes in the parent company only financial statement)
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-Sheng Electric Wire & Cable Co., Ltd.
Parent Company Only Statements of Changes in Equity
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| Code | Items | Capital Stock | Capital Surplus | Retained Earnings | Others | Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|
| Legal Capital Reserve | Special Capital Reserve | Unappropriated Earnings | Foreign Currency Translation Reserve | Unrealized gain on investments in equity instruments at fair value through other comprehensive | |||||
| A1 | BALANCE, JANUARY 1ST, 2024 | $1,876,622 | $930,800 | $1,240,174 | $335,789 | $957,109 | $(327,033) | $52,061 | $5,065,522 |
| B1 | Provision of legal reserve | 53,054 | (53,054) | - | |||||
| B17 | Reversal of special reserve | (60,817) | 60,817 | - | |||||
| B5 | Ordinary share cash dividends | (562,986) | (562,986) | ||||||
| C17 | Provision for special capital reserve (reverse) | 48 | 48 | ||||||
| D1 | NET INCOME OF 2024 | 680,299 | 680,299 | ||||||
| D3 | Other comprehensive income of 2024 | 2,230 | 88,222 | 142,472 | 232,924 | ||||
| D5 | Total comprehensive income | - | - | - | - | 682,529 | 88,222 | 142,472 | 913,223 |
| Q1 | Disposal current equity investments measured at fair value through other comprehensive income | - | - | - | |||||
| Z1 | BALANCE, DECEMBER 31ST, 2024 | $1,876,622 | $930,848 | $1,293,228 | $274,972 | $1,084,415 | $(238,811) | $194,533 | $5,415,807 |
| A1 | BALANCE, JANUARY 1ST, 2025 | $1,876,622 | $930,848 | $1,293,228 | $274,972 | $1,084,415 | $(238,811) | $194,533 | $5,415,807 |
| B1 | Provision of legal reserve | 68,253 | (68,253) | - | |||||
| B3 | Reversal of special reserve | (153,158) | 153,158 | - | |||||
| B5 | Ordinary share cash dividends | (600,519) | (600,519) | ||||||
| C3 | Provision for special capital reserve (reverse) | - | - | ||||||
| C15 | Distribution of cash dividends from capital surplus | - | |||||||
| D1 | NET INCOME OF 2025 | 535,281 | 535,281 | ||||||
| D3 | Other comprehensive income of 2025 | (11,301) | (81,009) | (17,763) | (110,073) | ||||
| D5 | Total comprehensive income | - | - | - | - | 523,980 | (81,009) | (17,763) | 425,208 |
| Q1 | Disposal of current equity investments measured at fair value through other comprehensive income | - | |||||||
| Z1 | BALANCE, DECEMBER 31ST, 2025 | $1,876,622 | $930,848 | $1,361,481 | $121,814 | $1,092,781 | $(319,820) | $176,770 | $5,240,496 |
(Please refer to the notes in the parent company only financial statement)
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-Sheng Electric Wire & Cable Co., Ltd.
Parent Company Only Statements on Cash Flow
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| Code | Items | 2025 | 2024 | Code | Items | 2024 | 2023 |
|---|---|---|---|---|---|---|---|
| Amount | Amount | Amount | Amount | ||||
| AAAA | CASH FLOWS FROM OPERATING ACTIVITIES | BBBB | CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| A00010 | Profit before tax | $902,118 | $778,232 | B00040 | Acquisition of financial assets at amortized cost | - | (13,621) |
| A20000 | Adjustments for: | B00050 | Disposal of financial assets at amortized cost | 1,294 | |||
| A20010 | Adjustments to reconcile profit (loss) | B01000 | Acquisition of Investments accounted for using equity method | - | (562,186) | ||
| A20100 | Depreciation expense | 12,864 | 12,408 | B01900 | Disposal of Property, plant and equipment | - | 52,116 |
| A20200 | Authorization expense | 438 | 1,326 | B02000 | Advance Payment for Investment | 12,840 | (12,840) |
| A20300 | Expected credit losses (benefits) | (26) | 1,155 | B02700 | Acquisition of property, plant and equipment | (8,580) | (20,067) |
| A20400 | Disposal of financial assets and net liabilities measured at fair value through profit or loss and | (1,387) | (42,950) | B02750 | Disposal of property, plant and equipment | - | 92 |
| A20900 | Interest expense | 29,660 | 29,307 | B03700 | Increased prepayments for leases | (1,998) | |
| A21200 | Interest income | (10,231) | (14,375) | B04500 | Acquisition of intangible assets | - | (132) |
| A21300 | Dividend income | (12,381) | (12,074) | B07100 | Advance Payment for equipment | 431 | (931) |
| A22400 | Share of profits of subsidiaries and associates | (699,514) | (665,849) | B07500 | Interests received | 8,053 | 14,375 |
| A22500 | Loss (gain) on disposal or retirement of property, plant and equipment (benefits) | - | - | B07600 | Dividend received | 833,868 | 479,383 |
| A23200 | Loss (gain) on disposal or retirement of Investments accounted for using equity method | - | (28,023) | BBBB | Net cash used in investing activities | 845,908 | (63,811) |
| A30000 | Changes in assets/liabilities related to operating activities: | ||||||
| A31115 | Current financial assets mandatorily measured at fair value through profit or loss | (21,790) | 29,998 | CCCC | CASH FLOWS FROM FINANCING ACTIVITIES | ||
| A31130 | Notes receivable, net | (4,298) | 2,827 | C00100 | Increase in short-term loans | 1,620,000 | 1,300,000 |
| A31150 | Accounts receivable, net | (114,340) | (172,789) | C00200 | Short-term loans (decrease) | (1,700,000) | (1,200,000) |
| A31180 | Other receivables | (50,664) | 132,921 | C03800 | Other payables - increase in related parties | 0 | 563,190 |
| A31200 | Inventories | (15,109) | (16,796) | C04020 | Repayment of the principal portion of lease liabilities | (916) | (955) |
| A31230 | Prepaid accounts | (6,557) | (2,948) | C04500 | Distribution of cash dividends | (608,519) | (562,986) |
| A31240 | Other current assets | 18 | 614 | C05600 | (Paid) interest | (29,505) | (55,739) |
| A32125 | Contract liabilities | (209) | (7,809) | C05900 | Other cash flows from financing activities | (44) | 136 |
| A32130 | Notes payable | (127) | 316 | CCCC | Net cash used in financing activities | (710,984) | 43,646 |
| A32150 | Accounts payable | 54,287 | (82,812) | ||||
| A32180 | Other payables | (137,443) | 31,679 | ||||
| A32240 | Net Defined Benefit Asset | (443) | (1,087) | ||||
| A32230 | Other current liabilities | (2,672) | 2,417 | ||||
| A33000 | Cash generated from operations | (77,806) | (24,312) | EEEE | NET INCREASE IN CASH AND CASH EQUIVALENTS | (152,636) | (135,140) |
| A33500 | (Paid) income tax | (209,754) | (90,663) | E00100 | CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 662,232 | 707,372 |
| AAAA | Net cash generated by operating activities | (287,560) | (114,975) | E00200 | CASH AND CASH EQUIVALENTS, END OF YEAR | $508,596 | $662,232 |
(Please refer to the notes in the parent company only financial statement)
Chairman: Zi Cheng Huang
Manager: Yi-Hsiang Fang
Accountant Manager: Shi-Rong Kao
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of
I-sheng Electric Wire & Cable Co Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of I-sheng Electric Wire & Cable Co. Ltd. and its subsidiaries as of December 31st, 2025 and December 31st, 2024, and the consolidated comprehensive income statement, changes in equity and cash flows for the years ended, and notes to the consolidated financial statements (including a summary of significant accounting policies).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31st, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31st, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
I-sheng Electric Wire & Cable Co Ltd. and its Subsidiaries recognized its 2024 revenue of NT$7,363,790 thousand, and its main revenue resource came from the production and sales of power cord and plastic processing material, part of them were build-to-order production, due to the fact that product sales are mainly based on export market, the conditions and the form of trade are not exactly the same, the order usually includes the shipping service, therefore, it is to be determined when performance obligations are satisfied, which identifying the revenue recognition of customer contracts is a key audit matter.
Our auditing procedure includes but not limited to assessing the appropriateness of accounting policies for revenue recognition; testing the effectiveness of internal controls related to revenue recognition in the sales cycle; selecting samples to perform transaction detail testing, reviewing their transaction voucher, and reviewing the significant terms of the order or contract, identify the performance obligations, price allocation, and confirm the time point of fulfillment of the contract or order to confirm the correctness of the transaction recognition time point; sampling relevant vouchers of revenue transactions for a period of time before and after the balance sheet date to confirm that the revenue is recognized in an appropriate period of time.
Additionally, we consider the appropriateness of the operating income disclosure in notes IV and VI in the consolidated financial statements.
14
15
Other Matter - Mention of Audits by Other Accountants
Listed in the consolidated financial statements of I-sheng Electric Wire & Cable Co. Ltd. and its Subsidiaries, the financial statements of some subsidiaries have not been audited by ours, but have been audited by other accountants. Therefore, regarding the amount listed on the financial statement of the subsidiaries among our opinion in the above consolidated financial statement, are audited by other accountants. The total asset amount of December 31st of 2025 and 2024 is individually of NT$1,207,616 thousands and NT$988,115 thousands, which respectively stands 14% and 11% of the consolidated total asset amount, and the revenue of the time period from January 1st to December 31st of 2025 and 2024 is individually NT$1,378,888 thousands and NT$1,309,910 thousands, which respectively stands 18% and 18% of the total consolidated revenue;
Among the aforementioned investee companies in the consolidated financial statements, part of the investee companies prepared financial statements based on accounting practice in Brazil, which were not audited by us, but by other auditors in accordance with the approved Brazil and International Standards on Auditing. Therefore, in the opinion expressed by us to the aforementioned consolidated financial statements, the amounts presented in the financial statements of those investee companies were based on other auditors' audit report and the results of additional audit procedures performed to comply with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the standards on auditing of Taiwan.
The invested amount which adopted the equity method for the invested company for the years ended December 31st 2025 and 2024 is individually of NT$221,293 thousands and NT$199,922 thousands, which stands respectively of 3% and 2% of the total consolidated asset amount, the profit or loss amount calculated by the equity method of affiliates and joint ventures is individually of NT$24,226 thousands and NT$34,428 thousands, which stands respectively of 3% and 4% of the consolidated profit before tax, the other comprehensive income calculated by the equity method of relevant enterprises and joint ventures is individually of NT$2,012 thousands and NT$(39,560) thousands, which stands respectively of (2)% and (17)% of the consolidated other comprehensive income.
Other Matter - Parent Company Only Financial Statement
We have also audited the parent company only financial statements of I-sheng Electric Wire & Cable Co. Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, 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 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 auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company 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 and appropriate audit evidence regarding the financial information of the entities of business activities with the Company to express the opinion on the consolidated financial statements. We are responsible for the direction, supervision, and the performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant and 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 relevance ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31st, 2025 and are therefore the key audit matter. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' reports are Muriel Yu and Jamie Lu.
Ernst & Young
Taipei, Taiwan, Republic of China
March 12nd, 2026
I-Sheng Electric Wire & Cable Co., Ltd. And Its Subsidiaries
Consolidated Balance Sheet
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| ASSETS | December 31st, 2025 | December 31st, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Notes | Amount | % | Amount | % |
| CURRENT ASSETS | ||||||
| 1100 | Cash and cash equivalents | 4 and 6.1 | $1,731,951 | 24 | $2,021,582 | 24 |
| 1110 | Financial assets at fair value through profit or loss - current | 4 and 6.2 | 25,387 | 2 | 209,045 | 2 |
| 1136 | Financial assets at amortized cost - current | 4, 6.4, 6.17 and 8 | 1,250,709 | 15 | 1,351,018 | 15 |
| 1150 | Notes receivable, net | 4, 6.5 and 6.17 | 147,385 | 1 | 106,530 | 1 |
| 1170 | Accounts receivable, net | 4, 6.6, 6.17 and 7 | 2,377,081 | 24 | 2,048,078 | 24 |
| 1200 | Other receivables | 7 | 40,275 | 1 | 49,109 | 1 |
| 1220 | Income tax receivable | 4 and 6.22 | 11,255 | - | - | - |
| 130x | Inventories | 4 and 6.7 | 684,852 | 8 | 647,524 | 7 |
| 1410 | Prepaid accounts | 45,813 | 1 | 44,029 | 1 | |
| 1470 | Other current assets | 50 | - | 68 | - | |
| 11xx | Total current assets | 6,314,758 | 76 | 6,476,983 | 75 | |
| NONCURRENT ASSETS | ||||||
| 1510 | Financial assets at fair value through profit or loss - noncurrent | 4 and 6.2 | 18,563 | - | - | - |
| 1517 | Financial assets at fair value through comprehensive income - noncurrent | 4 and 6.3 | 393,456 | 5 | 411,219 | 4 |
| 1550 | Investments accounted for using equity method | 4 and 6.8 | 734,555 | 9 | 760,753 | 9 |
| 1600 | Property, plant and equipment | 4, 6.9 and 8 | 708,317 | 8 | 772,509 | 9 |
| 1755 | Right-og-use assets | 4, 6.20 and 7 | 135,952 | 2 | 144,440 | 2 |
| 1780 | Intangible assets | 4 and 6.10 | 579 | - | 1,013 | - |
| 1840 | Deferred income tax assets | 4 and 6.24 | 5,909 | - | 37,297 | - |
| 1900 | Other noncurrent assets | 4,6.11and 6.16 | 36,008 | - | 63,036 | 1 |
| 15xx | Total noncurrent assets | 2,033,339 | 24 | 2,190,267 | 25 | |
| 1xxx | TOTAL | $8,348,097 | 100 | $8,667,250 | 100 |
(Please refer to the notes in the consolidated financial statement)
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-Sheng Electric Wire & Cable Co., Ltd. And Its Subsidiaries
Consolidated Balance Sheet (continued)
For Years Ended December 31st, 2025 and 2024
| LIABILITIES AND EQUITY | December 31st, 2025 | December 31st, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Notes | Amount | % | Amount | % |
| CURRENT LIABILITIES | ||||||
| 2100 | Short-term loans | 6.12 | $1,625,358 | 19 | $1,700,000 | 20 |
| 2130 | Contract liabilities - current | 4 and 6.16 | 6,941 | - | 7,644 | - |
| 2150 | Notes payable | 2,051 | - | 2,177 | - | |
| 2170 | Accounts payable | 650,915 | 8 | 618,995 | 7 | |
| 2200 | Other payables | 6.13 | 231,584 | 3 | 219,716 | 2 |
| 2230 | Income tax payable | 4 and 6.22 | 62,674 | 1 | 132,587 | 2 |
| 2280 | Lease liabilities | 4, 6.18 and 7 | 933 | - | - | - |
| 2300 | Other current liabilities | 5,641 | - | 9,120 | - | |
| 21xx | Total current liabilities | 2,586,097 | 31 | 2,690,239 | 31 | |
| NONCURRENT LIABILITIES | ||||||
| 2570 | Deferred income tax liabilities | 4 and 6.22 | 463,483 | 6 | 515,623 | 6 |
| 2622 | Long-term accounts payable - noncurrent | 4, 6.18 and 7 | 951 | - | - | - |
| 2600 | Other noncurrent liabilities | 664 | - | 9,441 | - | |
| 25xx | Total noncurrent liabilities | 465,098 | 6 | 525,064 | 6 | |
| 2xxx | Total liabilities | 3,051,195 | 37 | 3,215,303 | 37 | |
| EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT | ||||||
| 3100 | Capital stock | |||||
| 3110 | Ordinary share | 6.15 | 1,876,622 | 22 | 1,876,622 | 21 |
| 3200 | Capital Surplus | 6.15 | 930,848 | 11 | 930,848 | 11 |
| 3300 | Retained earnings | 6.15 | ||||
| 3310 | Appropriated as legal capital reserve | 1,361,481 | 17 | 1,293,228 | 16 | |
| 3320 | Appropriated as special capital reserve | 121,814 | 1 | 274,972 | 3 | |
| 3350 | Unappropriated earnings | 1,092,781 | 13 | 1,084,415 | 12 | |
| Total retained earnings | 2,576,076 | 31 | 2,652,615 | 31 | ||
| 3400 | Other equity | |||||
| 3410 | Exchange differences arising on translation of foreign operations | (319,820) | (4) | (238,811) | (3) | |
| 3420 | Unrealized gain on investment in equity instruments at fair value through other | 176,770 | 2 | 194,533 | 2 | |
| (143,050) | (2) | (44,278) | (1) | |||
| 31xx | EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT | 5,240,496 | 62 | 5,415,807 | 62 | |
| 36xx | NON-CONTROLLING INTERESTS | 6.15 | 56,406 | 1 | 36,140 | 1 |
| 3xxx | Total equity | 5,296,902 | 63 | 5,451,947 | 63 | |
| TOTAL | $8,348,097 | 100 | $8,667,250 | 100 |
(Please refer to the notes in the consolidated financial statement)
18
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-Sheng Electric Wire & Cable Co., Ltd. And Its Subsidiaries
Consolidated Statements of Comprehensive Income
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| Code | Accounting Items | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | OPERATING REVENUE | 4 and 6.16 | $7,550,216 | 100 | $7,363,790 | 100 |
| 5000 | OPERATING COST | 6.7, 6.14 and 6.19 | (6,320,074) | (84) | (6,253,485) | (85) |
| 5950 | GROSS PROFIT | 1,230,142 | 16 | 1,110,305 | 15 | |
| 6000 | OPERATING EXPENSES | 6.16, 6.21 and 7 | ||||
| 6100 | Marketing | (178,490) | (2) | (185,541) | (3) | |
| 6200 | General and administrative | (204,991) | (3) | (253,644) | (3) | |
| 6300 | Research and development | (72,897) | (1) | (72,646) | (1) | |
| 6450 | Expected credit impairment (loss) benefits | 4 and 6.19 | 5,881 | - | 4,852 | - |
| Total operating expenses | (450,497) | (6) | (506,979) | (7) | ||
| 6900 | INCOME FROM OPERATIONS | 779,645 | 10 | 603,326 | 8 | |
| 7000 | NON-OPERATING INCOME AND EXPENSES | 6.22 | ||||
| 7100 | Interest income | 6.22 | 81,834 | 1 | 97,148 | 1 |
| 7010 | Other income | 6.22 and 7 | 51,538 | 1 | 40,615 | 1 |
| 7020 | Other gains and losses | 6.22 | (77,215) | (1) | 202,651 | 3 |
| 7050 | Finance costs | 6.22 and 7 | (30,050) | - | (33,258) | - |
| 7060 | Share of profits of subsidiaries and associates | 4 and 6.8 | (6,561) | - | 22,837 | (1) |
| Total non-operating income and expenses | 19,546 | 1 | 329,993 | 3 | ||
| 7900 | PROFIT BEFORE TAX | 799,191 | 11 | 933,319 | 12 | |
| 7950 | INCOME TAX EXPENSE | 4 and 6.24 | (270,512) | (4) | (265,685) | (4) |
| 8200 | NET INCOME | 528,679 | 7 | 667,634 | 8 | |
| 8300 | OTHER COMPREHENSIVE INCOME | 6.23 | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | |||||
| 8311 | Remeasurement of defined benefit obligation | (14,126) | - | 2,788 | - | |
| 8316 | Unrealized gain (loss) on investment in equity instruments at fair value through other | (17,763) | - | 142,472 | 2 | |
| 8349 | Income tax (expense) related to items that will not be reclassified subsequently | 2,825 | - | (558) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | |||||
| 8361 | Exchange differences arising on translation of foreign operations | (72,211) | (1) | 147,214 | 2 | |
| 8370 | Share of other comprehensive income (loss) of associates - items that may be reclassified | 4 and 6.8 | (14,770) | - | (29,326) | - |
| 8399 | Income tax benefits (expense) related to items that may be reclassified subsequently | 5,104 | - | (29,278) | - | |
| Other comprehensive income (net after tax) | (110,941) | (1) | 233,312 | 2 | ||
| 8500 | Total comprehensive income | $417,738 | 6 | $900,946 | 10 | |
| 8600 | NET INCOME ATTRIBUTABLE TO: | |||||
| 8610 | Shareholders of the parent | 535,281 | 7 | $680,299 | 8 | |
| 8620 | Non-controlling interests | (6,602) | 1 | (12,665) | 1 | |
| $528,679 | 8 | $667,634 | 9 | |||
| 8700 | TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | |||||
| 8710 | Shareholders of the parent | 425,208 | 6 | $913,223 | 10 | |
| 8720 | Non-controlling interests | (7,470) | - | (12,277) | - | |
| $417,738 | 6 | $900,946 | 10 | |||
| EARNINGS PER SHARE | ||||||
| 9750 | Basic earnings per share | 6.25 | $2.85 | $3.63 | ||
| 9850 | Diluted earnings per share | 6.25 | $2.84 | $3.61 |
(Please refer to the notes in the consolidated financial statement)
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-Sheng Electric Wire & Cable Co., Ltd. And Its Subsidiaries
Consolidated Statements of Changes in Equity
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| Items | Equity Attributable to Shareholders of the Parent | Non-controlling Interests | Total Equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital Stock | Capital Surplus | Retained Earnings | Others | ||||||||
| Legal Capital Reserve | Special Capital Reserve | Unappropriated Earnings | Foreign Currency Translation Reserve | (Loss) on Financial Assets at Fair Value Through Other | |||||||
| Code | 3100 | 3200 | 3310 | 3320 | 3350 | 3410 | 3420 | 31XX | 36XX | 3XXX | |
| A1 | BALANCE, JANUARY 1ST, 2024 | $1,876,622 | $930,800 | $1,240,174 | $335,789 | $957,109 | $(327,033) | $52,061 | $5,065,522 | $72,755 | $5,138,277 |
| Appropriation and distribution of surplus in 2024 : | - | ||||||||||
| B1 | Provision of legal reserve | 53,054 | (53,054) | - | - | ||||||
| B3 | Provision of special reserve | (60,817) | 60,817 | - | - | ||||||
| B5 | Ordinary share cash dividends | (562,986) | (562,986) | (562,986) | |||||||
| C3 | Donation from shareholders | - | - | ||||||||
| C17 | Distribution of cash dividends from capital surplus | 48 | 48.00 | 48 | |||||||
| D1 | NET INCOME OF 2024 | 680,299 | 680,299.00 | (12,665) | 667,634 | ||||||
| D3 | Other comprehensive income of 2024 | 2,230 | 88,222 | 142,472 | 232,924 | 388 | 233,312 | ||||
| D5 | Total comprehensive income | - | - | - | - | 682,529 | 88,222 | 142,472 | 913,223 | (12,277) | 900,946 |
| Q1 | Disposal current equity investments measure at fair value through other comprehensive income | - | (24,338) | (24,338) | |||||||
| O1 | Increase in non-controlling interests | - | - | ||||||||
| Z1 | BALANCE, DECEMBER 31ST, 2024 | $1,876,622 | $930,848 | $1,293,228 | $274,972 | $1,084,415 | $(238,811) | $194,533 | $5,415,807 | $36,140 | $5,451,947 |
| A1 | BALANCE, JANUARY 1ST, 2025 | $1,876,622 | $930,848 | $1,293,228 | $274,972 | $1,084,415 | $(238,811) | $194,533 | $5,415,807 | $36,140 | $5,451,947 |
| Appropriation and distribution of surplus in 2025: | |||||||||||
| B1 | Provision of legal reserve | 68,253 | (68,253) | - | - | ||||||
| B3 | Reversal of special reserve | (153,158) | 153,158 | - | - | ||||||
| B5 | Ordinary share cash dividends | (600,519) | (600,519) | (600,519) | |||||||
| C3 | Donation from shareholders | - | - | ||||||||
| C15 | Distribution of cash dividends from capital surplus | ||||||||||
| D1 | NET INCOME OF 2025 | 535,281 | 535,281 | (6,602) | 528,679 | ||||||
| D3 | Other comprehensive income of 2025 | (11,301) | (81,009) | (17,763) | (110,073) | (868) | (110,941) | ||||
| D5 | Total comprehensive income | - | - | - | - | 523,980 | (81,009) | (17,763) | 425,208 | (7,470) | 417,738 |
| Q1 | Disposal current equity investments measure at fair value through other comprehensive income | - | 27,736 | 27,736.00 | |||||||
| O1 | Increase in non-controlling interests | - | - | ||||||||
| Z1 | BALANCE, DECEMBER 31ST, 2024 | $1,876,622 | $930,848 | $1,361,481 | $121,814 | $1,092,781 | $(319,820) | $176,770 | $5,240,496 | $56,406 | $5,296,902 |
(Please refer to the notes in the consolidated financial statement)
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-Sheng Electric Wire & Cable Co., Ltd. And Its Subsidiaries
Consolidated Statements on Cash Flow
For Years Ended December 31st, 2025 and 2024
Unit: New Taiwan Dollars
| Code | Items | 2025 | 2024 | Code | Items | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| Amount | Amount | Amount | Amount | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| A00010 | Profit before tax | $799,191 | $933,319 | B00040 | Acquisition of financial assets at amotized cost | (4,555,254) | (4,591,944) |
| A20000 | Adjustments for: | B00050 | Disposal of financial assets at amotized cost | 4,594,338 | 5,090,494 | ||
| A20010 | Adjustments to reconcile profit (loss) | B01900 | Acquisition of Investments accounted for using equity method | - | (562,186) | ||
| A20100 | Depreciation expense | 94,501 | 104,396 | B02000 | Advance Payment for Investment | 12,840 | (12,840) |
| A20200 | Authorization expense | 562 | 1,526 | B02300 | Disposal of a subsidiary | - | 40,638 |
| A20300 | Expected credit losses (benefits) | (5,881) | (4,852) | B02700 | Acquisition of property, plant and equipment | (55,461) | (51,277) |
| A20400 | Disposal of financial assets and net liabilities measured at fair value through | 13,702 | (48,433) | B02800 | Disposal of property, plant and equipment | 4,448 | 2,137 |
| A20900 | Interest expense | 30,050 | 33,258 | B03700 | Refundable deposit | (1,998) | |
| A21200 | Interest income | (81,834) | (97,148) | B04500 | Acquisition of intangible assets | (139) | (131) |
| A21300 | Dividend income | (12,381) | (12,074) | B06700 | Other noncurrent assets | 2,072 | (57,832) |
| A22300 | Share of profits of subsidiaries and associates | 6,561 | (22,837) | B07100 | Advance payments for equipment | 431 | (931) |
| A22500 | Loss (gain) on disposal or retirement of property, plant and equipment (benefit) | (1,912) | 1,119 | B07500 | Interests received | 84,648 | 93,836 |
| A29900 | Other | - | (28,023) | B07600 | Dividend received | 12,381 | 12,074 |
| BBBB | Net cash used in investing activities (outflow) | 98,306 | (37,962) | ||||
| A30000 | Changes in assets/liabilities related to operating activities | CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| A30000 | Changes in assets/liabilities related to operating activities | C00100 | Increase in short-term loans | 5,358 | 1,300,000 | ||
| A31115 | Current financial assets mandatorily measured at fair value through profit or loss | 145,750 | (122,941) | C00200 | Short-term loans (decrease) | (80,000) | (1,200,000) |
| A31130 | Notes receivable | (40,855) | (3,190) | C03600 | Refundable deposits | (8,733) | - |
| A31150 | Accounts receivable | (323,122) | (293,499) | C03700 | Other payables - related parties | - | 477,149 |
| A31180 | Other receivables | (4,210) | 3,581 | C04020 | Repayment of the principal portion of lease liabilities | (916) | (955) |
| A31200 | Inventories | (37,328) | (170,836) | C04500 | Distribution of cash dividends | (600,519) | (562,986) |
| A31230 | Prepaid accounts | (1,784) | (7,222) | C05600 | (Paid) interests | (29,895) | (32,951) |
| A31240 | Other current assets | 18 | 614 | C05800 | Changes in non-controlling interests | 27,736 | |
| A32125 | Contract liabilities | (703) | (7,139) | C05900 | Other financing activities | (44) | 8,869 |
| A32130 | Notes payable | (126) | 315 | CCCC | Net cash used in financing activities (outflow) | (687,013) | (10,874) |
| A32150 | Accounts payable | 31,920 | 241,622 | ||||
| A32180 | Other payables | 11,713 | 15,830 | ||||
| A32230 | Other current liabilities | (3,479) | 5,319 | ||||
| A32240 | Net defined benefit asset | (443) | (1,087) | DDDD | IMPACT OF CHANGES ON EXCHANGE RATES ON CASH AND CASH EQ | 61,539 | (33,978) |
| A33000 | Cash generated from operations | 619,910 | 521,618 | EEEE | NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (271,761) | (151,959) |
| A33500 | (Paid) income tax | (364,503) | (235,097) | E00100 | CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR | 2,021,582 | 1,874,317 |
| AAAA | Net cash generated by operating activities | 255,407 | 286,521 | E00200 | CASH AND CASH EQUIVALENTS, END OF YEAR | $1,749,821 | $1,722,358 |
(Please refer to the notes in the consolidated financial statement)
Chairman: Zi Cheng Huang
Manager: Yi Hsiung Fang
Accountant Manager: Shi Rong Kao
I-SHENG ELECTRIC WIRE & CABLE CO., LTD. Appendix 3
Audit Committee’s Review Report
The Board of Directors has prepared and submitted the 2025 business report, consolidated financial statements and individual financial statements. Certified Public Accountants, Hsu, Hsin-Min and Cian Ru-Yu of Ernst & Young have audited the consolidated and individual financial statements and submitted an audit report. The Audit Committee has reviewed the abovementioned financial statements and business report and did not find any instances of non-compliance. We hereby issue this report in accordance with Article 219 of the Company Act for your review and perusal.
To
The Company's 2026 Annual Shareholders' Meeting
I-SHENG ELECTRIC WIRE & CABLE CO., LTD.
Audit Committee Convener: CHEN,CHUN-SHENG
March 12, 2026
I-SHENG ELECTRIC WIRE & CABLE CO., LTD.
Appendix 4
2026 Earnings Distribution Report
Unit: NT$
| Items | Amount | |
|---|---|---|
| Subtotal | Total | |
| Unappropriated retained earnings of prior years | $ 568,802,727.00 | |
| Minus: Other comprehensive income | $ (11,300,817.00) | |
| (Actuarial gains and losses of defined benefit plans for the year 2025) | ||
| Add: Disposal of equity instruments at fair value through other comprehensive income | 0.00 | |
| Add: net profit after tax for the year 2025 | 535,279,725.00 | 523,978,908.00 |
| Subtotal | $ 1,092,781,635.00 | |
| Provision items: | ||
| Minus: Provision of 10% legal reserve | (52,397,891.00) | |
| Minus: Reversal of special reserve (Note 5) | (21,235,352.00) | |
| Earnings available for distribution for the year | $ 1,019,148,392.00 | |
| Less: | ||
| Distributable items | ||
| Shareholders’ bonus | ||
| Cash dividends (NT$2.80) | (525,454,031.00) | |
| Unappropriated retained earnings at end of period | $ 493,694,361.00 |
Note 1. Payment of dividends is distributed from the 2025 earnings first.
2. The Chairman is authorized to determine the ex-dividend date.
3. The distribution of the cash dividends shall be rounded down to the nearest New Taiwan Dollar. The Chairman is authorized to approach specific persons to handle the matter in its entirety.
4. In the future, if the number of shares in circulation is affected by changes in share capital and the dividend rate of shareholders changes accordingly, it is proposed to authorize the chairman of the board to adjust it.
5. Details of reversal (provision) of special reserve is as follows: Reversal (provision) of special reserve related to net deduction of other equity 21,235,352
Chairman T.C HUANG General Manager FANG,I-HSIUNG
Head of Accounting KAO,SHIH-JUNG
Appendix 5
Remuneration payment policy and individual remuneration and amount for directors of the Company in 2025
December 31, 2025
| Position | Name | Directors' remuneration | Ratio of total remuneration (A+B+C+D) to net income (%) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Base compensation (A) | Severance pay and pension (B) | Director's compensation (C) | Business execution expenses (D) | ||||||||
| The Company | All companies in the consolidated financial statements | The Company | All companies in the consolidated financial statements | The Company | All companies in the consolidated financial statements | The Company | All companies in the consolidated financial statements | The Company | All companies in the consolidated financial statements | ||
| Chairman | T.C HUANG | - | - | - | - | 2,990,000 | 2,990,000 | 50,000 | 50,000 | 0.57 | 0.57 |
| Director and General Manager | FANG,I-HSIUNG | - | - | - | - | 2,990,000 | 2,990,000 | 40,000 | 40,000 | 0.57 | 0.57 |
| Director | HUANG,CI N-MING | - | - | - | - | 860,000 | 860,000 | 50,000 | 50,000 | 0.17 | 0.17 |
| Director | JHOU,YOU-YI | - | - | - | - | 860,000 | 860,000 | 40,000 | 40,000 | 0.17 | 0.17 |
| Director | CAO,SIN-TAI | - | - | - | - | 860,000 | 860,000 | 40,000 | 40,000 | 0.17 | 0.17 |
| Director | WANG,LI ANG-KAI | - | - | - | - | 860,000 | 860,000 | 50,000 | 50,000 | 0.17 | 0.17 |
| Independent director | CHEN,CH UN-SHENG | - | - | - | - | 860,000 | 860,000 | 50,000 | 50,000 | 0.17 | 0.17 |
| Independent director | CHEN,HSI OU-LING | - | - | - | - | 860,000 | 860,000 | 50,000 | 50,000 | 0.17 | 0.17 |
| Independent director | HSIES,YI-CHEN | - | - | - | - | 860,000 | 860,000 | 50,000 | 50,000 | 0.17 | 0.17 |
| Position | Name | Relevant remuneration received by directors who are also employees | Ratio of total compensation (A+B+C+D+E+F+G) to net income | Compensation paid to directors from an invested company other than the Company's subsidiaries or parent company | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Salary, bonuses, and allowances (E) | Severance pay and pension (F) | Employee compensation (G) | |||||||||
| The Company | All companies in the consolidated financial statements | The Company | All companies in the consolidated financial statements | The Company | All companies in the consolidated financial statements | The Company | |||||
| Cash | Stock | Cash | Stock | ||||||||
| Chairman | T.C HUANG | 2,400,000 | 2,400,000 | - | - | - | - | - | - | 1.03 | 1.03 |
| Director and General Manager | FANG,I-HSIUNG | 2,400,000 | 2,400,000 | - | - | - | - | - | - | 1.03 | 1.03 |
| Director | HUANG,CI N-MING | - | - | - | - | - | - | - | - | 0.17 | 0.17 |
| Director | JHOU,YOU-YI | - | - | - | - | - | - | - | - | 0.17 | 0.17 |
| Director | CAO,SIN-TAI | - | - | - | - | - | - | - | - | 0.17 | 0.17 |
| Director | WANG,LI ANG-KAI | - | - | - | - | - | - | - | - | 0.17 | 0.17 |
| Independent director | CHEN,CH UN-SHENG | - | - | - | - | - | - | - | - | 0.17 | 0.17 |
| Independent director | CHEN,HSI OU-LING | - | - | - | - | - | - | - | - | 0.17 | 0.17 |
| Independent director | HSIES,YI-CHEN | - | - | - | - | - | - | - | - | 0.17 | 0.17 |
Note: The policies, standards and structure for the payment of remuneration, pay scale, and the correlation with business performance and future risks:
(I) Policies, standards and structure for the payment of remuneration:
a. For the Company's policy for the payment of remuneration for directors, according to Article 20 of the Company's Articles of Incorporation, the remuneration for directors performing their duties shall be determined by the Board of Directors based on the degree of participation and contribution value of individual directors, taking into account the industry norm (electronic components). In addition, in accordance with the provisions of the Company's Articles of Incorporation, in the event the Company records a surplus in the current year, the Company may appropriate an amount of not more than $5\%$ of the surplus for the current year as remuneration to directors. The Company regularly evaluates the remuneration of directors in accordance with the Rules for Performance Evaluation of Board of Directors, and the relevant performance appraisal
and remuneration rationality are reviewed by the Remuneration Committee and the Board of Directors.
b. For the Company’s policy for payment of remuneration for the Company’s managerial officers, the remuneration for managerial officers shall be determined in accordance with the Company's Remuneration Management Measures, taking into account the pay grades of the positions in the industry market, the scope of role and responsibilities of the positions within the Company, and their contribution to the Company's operational goals. In addition, if the Company makes a profit in the current year, it may, in accordance with Article 20 of the Company's Articles of Incorporation, allocate an amount not less than two percent of the surplus in the current year as employee bonuses. The results of the performance appraisal carried out by the Company in accordance with the Performance Management Measures serve as a reference for the issuance of bonuses for managerial officers. The performance evaluation items are divided into
i. financial indicators: in accordance with the Company's management profit and loss statements, distribution is determined based on the contribution of each business group to the Company's profits, and taking into consideration the goal achievement rate for the managerial officers, and
ii. non-financial indicators: bonus is calculated based on operating performance of two key components, namely, the practice of the Company's core values and operational management capabilities, as well as the participation in sustainable operations. The remuneration system is reviewed in a timely based on the actual business conditions and relevant laws and regulations.
c. The structure for the payment of remuneration shall be determined in accordance with the organizational regulations of the Remuneration Committee, including cash bonuses, stock options, dividends, retirement benefits or resignation benefits, various allowances, and other measures with substantial incentives. The scope is in line with the guidelines for directors and managerial officers' remuneration stated in Regulations Governing Information to be Published in Annual Reports of Public Companies.
(II) Pay scale:
- To regularly evaluate the remuneration of directors and managers, the Company's Rules for Performance Evaluation of Board of Directors and the Performance Management Measures applicable to managers and employees are used as the basis for the evaluation results. In addition, the remuneration of the Chairman and the General Manager shall be formulated by reference to and linked with the Company's operating performance indicators and submitted to the Board of Directors for resolution. As a holistic reflection of the achievement of business performance indicators, the performance measurement criteria of the Chairman are based on the results of business operations indicators related to operations, governance and financial results. The appraisal scope includes three indicators of pre-tax net profit, shareholder satisfaction and corporate governance. The scope of performance measurement and appraisal of the General Manager includes operations safety management, supervision of the implementation of financial plans, revenue management, driving automation of equipment, strengthening of internal control, and implementation of quality assurance among other performance targets related to the main job responsibilities.
- The performance self-assessment results of the Board of Directors, board members and members of functional committees in 2025 were satisfactory. Furthermore, as the global economic growth rate in 2025 was lower than that in 2024, mainly due to the challenges posed by multiple factors such as the continued pressure of international inflation and interest rate hikes, the ongoing war between Ukraine and Russia, the slowdown of the Chinese economy, the slowdown of inventory digestion by downstream manufacturers, and the increasing impacts of climate change, the Company still made efforts to implement cost-cutting measures, and the profit in 2025 was already higher than expected. As a result of the Company's managers' performance evaluation for the year 2025, all managers' performance met the pre-determined target requirements, and the Company's annual evaluation results of operating indicators also met the targets.
- The performance appraisal and remuneration rationality of the Company's directors and managerial officers are regularly evaluated and reviewed by the Remuneration Committee and the Board of Directors every year. Over and above referring to the individual performance achievement rates and contributions to the Company, as well as considering the overall operational performance of the Company, future risks and development trends of the industry, and reviewing the remuneration system in a timely manner based on actual business conditions and relevant laws and regulations, the Company also takes into account the current trend of corporate governance when offering reasonable compensation so as to balance the Company's sustainable operation and risk management. The actual amount of remuneration to be paid to directors and managerial officers for the year 2025 was reviewed by the Remuneration Committee and submitted to the Board of Directors for resolution.
(III) The correlation with business performance and future risks:
- The review of the payment standards and mechanisms related to the Company's remuneration policy mainly takes into consideration of the overall business conditions of the Company, and the payment standards are determined based on performance achievement rate and contribution, in order to enhance the overall organizational team effectiveness of the Board of Directors and the management team. Industry pay scales are also taken as reference to ensure that the remuneration of the Company's management team is competitive within the industry, so as to retain outstanding management talents.
- Risk control is intertwined with the performance targets of the Company's managerial officers to ensure that the possible risks within the scopes of their responsibilities are managed and prevented, and the results of the evaluation are based on the actual performance, linking all relevant human resources and related salary and remuneration policies. The critical decisions of the Company's management team are made after balancing various risk factors. The performance of the relevant decisions is reflected in the Company's profitability, and thus the remuneration of the management team is correlated with the performance of risk management.
25
Appendix 6
I-SHENG ELECTRIC WIRE & CABLE CO., LTD.
Articles of Incorporation
Chapter 1 General Rules
Article 1: The Company shall be incorporated under the provisions for company limited by shares of the Company Act of the Republic of China (the "Company Act"), and its name shall be "I-SHENG ELECTRIC WIRE & CABLE CO., LTD."
Article 2: The scope of business of the Company shall be as follows:
i. Manufacturing, processing and trading of power cord sets
ii. Trading of plastic raw materials and machinery
iii. Acting as an agent for the import and export of domestic and foreign manufacturers' products mentioned in the preceding paragraph
iv. F213080 Retail sale of other machinery and equipment
v. CC01020 Electric wires and cables manufacturing
vi. CC01990 Other electrical engineering and electronic machinery equipment manufacturing
Article 3: All matters regarding the reinvestment of the Company shall be decided by resolutions passed by the Board of Directors and the total amount of reinvestment of the Company may exceed forty percent of its paid-in capital.
Article 4: The Company may act as a guarantor for its business needs.
Article 5: The Company shall have its head office in Taoyuan City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices and plants within or outside the territory of the Republic of China when deemed necessary.
Article 6: Public announcements of the Company shall be made according to Article 28 of the Company Act.
Chapter 2 Shares
Article 7: The total shares of the Company shall be in the amount of two billion New Taiwan Dollars, divided into two hundred million shares, at ten New Taiwan Dollars each, to be issued in installments. The Board is authorized to handle relevant stock issuance matters.
Article 7-1: To transfer shares to employees at less than the average actual share repurchase price, the Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders' meeting.
Article 8: The share certificates of the Company shall in registered form, and before they are issued, shall be signed by or affixed with the seals of the director representing the Company and shall specify the matters listed in Article 162 of the Company Act, and be certified pursuant to the law. The Company is exempted from issuing any physical share certificates for the shares issued provided that the share certificate shall be placed for registration with a centralized depository.
Article 9: Registration for transfer of shares shall be suspended for a period of sixty days before the convening date of a regular shareholders' meeting, thirty days before the convening date of a special shareholders' meeting, or within five days before the date on which dividends, bonus, or other benefits are scheduled to be paid by the Company.
Chapter 3 shareholders' meeting
Article 10: Shareholders' meetings of the Company are of two kinds – general meeting and extraordinary meeting. General meetings shall be convened at least once a year by the Board of Directors according to the law within six months after the close of each fiscal year, unless otherwise approved by the competent authority for good cause shown. Extraordinary meetings shall be convened whenever necessary according to the laws and regulations.
Article 11: In the event a shareholder is unable to attend the shareholders' meeting in person, the shareholder may appoint a proxy to attend the shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company therein the scope of power authorized to the proxy specified and then signed or sealed. The proxy referred to above is regulated in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies".
Article 12: Each shareholder is entitled to one vote for each share held. However, those shares held by the Company itself in accordance with the laws are without voting right.
Article 13: Unless otherwise provided for in the Company Act, a meeting of shareholders shall proceed only if attended by shareholders representing more than one-half of the total outstanding capital stock of the Company. Resolutions of a shareholders' meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting.
26
27
Chapter 4 Directors and Supervisors
Article 14: The Company shall have between five to nine Directors and three Supervisor(s) to be elected at the shareholders' meeting from among the individuals of legal capacity, with the term of three years. All Directors and Supervisor(s) shall be eligible for re-election. Among the aforementioned directors, independent directors shall not be less than two in number and not less than one fifth of the total number of directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority in charge of securities.
In accordance with Article 14-4 of the Securities and Exchange Act, the supervisor scheme shall be abolished on the same day as the establishment of an Audit Committee, and the Audit Committee shall be composed of all independent directors.
Article 15: The Directors shall constitute the Board of Directors and shall elect one Chairman (and one vice Chairman) of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the Directors. The Chairman shall externally represent the Company.
Article 16: In the event the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any reason, a delegate shall be appointed in compliance with Article 208 of the Company Act. In the event a director is unable to attend the board meeting, the director may appoint another director to attend as his/her/its proxy. A proxy under the preceding section may accept a proxy from one person only, and the same shall apply to Managing Directors.
Article 16-1: For all The Company shall pay remuneration to the directors of the Company for the performance of the duties of the Company regardless of profit or loss of the Company. The Board of Directors is authorized to determine the amount of such remuneration based upon the extent of his/her participation and contribution to the Company. In the event of a profit, the remuneration shall be determined in accordance with Article 20 of the Articles of Incorporation. The Company may take out liability insurance for the Directors and Supervisors to indemnify the potential liabilities, according to the relevant laws, to be borne by the directors and supervisors when perform their duties during their term so as to reduce and mitigate the risk of material damage to the Company and shareholders caused by illegal acts of Directors or Supervisors.
Article 17: In addition to performing supervisory duties in accordance with the law, Supervisors may also attend the board meetings to express their opinions but have no voting rights.
Chapter 5 Managerial Officers
Article 18: The Company may have one General Manager and more than one Deputy Managers and managerial officers. Appointment, discharge and the remuneration of the managerial officers shall be in compliance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 19: At the end of each fiscal year, the Board of Directors shall, after the annual settlement, on thirty days prior to the general shareholders' meeting, prepare the following reports, and forward them to the Supervisor for review and then submitted to the shareholders' meeting for recognition:
i. Business report;
ii. Financial statements; and
iii. Earnings distribution or loss make up proposals.
Article 20: If the Company’s business operation has a surplus at the end of the year, an amount not less than two percent of the surplus and an amount not more than five percent of the total surplus should be appropriated as employee bonuses and remuneration to the directors, respectively. However, when the Company still has accumulated losses (including adjusted undistributed surplus earnings), the amount for making up the losses should be retained in advance.
Of the employee compensation referred to in the preceding paragraph, no less than 30% shall be allocated for salary adjustments or compensation distribution to base-level employees who are not managerial personnel.
Recipients of employee compensation in the form of shares or cash may include employees of affiliated companies who meet certain conditions; the conditions and the method of allocation shall be determined by the Board of Directors.
The employees' remuneration may be distributed by shares or by cash. The Company shall, by a resolution adopted by a majority vote, at a meeting of the board of directors attended by two-thirds of the total number of directors and shall report to the shareholders' meeting.
If the Company's annual settlement has a surplus after paying taxes, the Company shall make up the losses for the preceding years (including adjusted undistributed surplus earnings), then set aside a legal reserve of ten percent of the net profit. When such a legal reserve amounts to the total authorized capital, the Company shall not be subjected to this requirement. The balance shall be recognized or reversed to special reserve in accordance with the relevant laws and regulations of the competent authorities. After the distribution of surplus, the remaining surplus shall be consolidated with the undistributed earnings in preceding years (including adjusted undistributed surplus earnings) as distributable surplus for shareholders. The Board of Directors shall prepare a surplus distribution proposal of not less than five percent of the distributable surplus and submit it to the shareholders' meeting for resolution.
The Company is facing a rapidly changing industrial environment, in light of the long-term financial plan of the Company and the demand for cash by the shareholders, the Company shall distribute cash dividends of not less than twenty percent of the total amount of cash dividends and stock dividends declared.
Chapter 7 Supplementary Provisions
Article 21: The Company's organizational rules and regulations shall be stipulated separately by the Board of Directors.
Article 22: The matters that are not addressed in the Corporate Charter shall be processed in accordance with the Company Law and the related regulations.
Article 23: These Articles of Incorporation were established on November 8, 1986.
The 1st amendment was made on August 5, 1988.
The 2nd amendment was made on August 20, 1992.
The 3rd amendment was made on October 13, 1992.
The 4th amendment was made on October 1, 1996.
The 5th amendment was made on October 29, 1996.
The 6th amendment was made on August 13, 1997.
The 7th amendment was made on September 17, 1997.
The 8th amendment was made on November 13, 1997.
The 9th amendment was made on May 10, 1999.
The 10th amendment was made on June 21, 1999.
The 11th amendment was made on May 26, 2000.
The 12th amendment was made on April 25, 2001.
The 13th amendment was made on May 21, 2002.
The 14th amendment was made on April 15, 2003.
The 15th amendment was made on May 27, 2004.
The 16th amendment was made on June 14, 2005.
The 17th amendment was made on October 17, 2006.
The 18th amendment was made on June 17, 2011.
The 19th amendment was made on June 21, 2013.
The 20th amendment was made on June 25, 2014.
The 21st amendment was made on June 18, 2015.
The 22nd amendment was made on June 20, 2016.
The 23rd amendment was made on June 26, 2019.
The 24th amendment was made on June 22, 2022.
The 25th amendment was made on June 20, 2023.
The 26th amendment was made on June 20, 2025.
I-SHENG ELECTRIC WIRE & CABLE CO., LTD.
Chairman: T.C HUANG
Appendix 7
Comparison of the Articles before and after the Amendment to the Rules of Procedure of the Shareholders' Meeting
| Article after amendment | Original Article | Reason for Amendment |
|---|---|---|
| Article 3 | ||
| Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors. | ||
| Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. (Omitted) | Article 3 | |
| Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors. (Omitted) | In order to allow more flexibility in the manner in which shareholders' meetings are convened and in accordance with the amendments to the Competent Authority's Code of Conduct | |
| Article 6-1 | ||
| To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice: (Items 1 and 2 omitted) iii To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. | ||
| Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified. | Article 6-1 | |
| To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice: (Items1 and 2 omitted) iii To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. | Same reasons as above | |
| Article 22 | ||
| When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified. | Article 22 | |
| When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. | 理由同上 | |
| Article 23 | ||
| These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. | ||
| These Rules were established by the Board of Directors on March 23, 2021, and passed by shareholders' meeting on June 23, 2021. | ||
| These Rules were amended by the Board of Directors on March 23, 2022, and passed by shareholders' meeting on June 22, 2022. | ||
| These Rules were amended by the Board of Directors on March 12, 2025, and passed by shareholders' meeting on June 19, 2025. | Article 23 | |
| These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. | ||
| These Rules were established by the Board of Directors on March 23, 2021, and passed by shareholders' meeting on June 23, 2021. | ||
| These Rules were amended by the Board of Directors on March 23, 2022, and passed by shareholders' meeting on June 22, 2022. | Updated the date of the amendment. |
I-SHENG ELECTRIC WIRE & CABLE CO., LTD.
Rules and Procedures of shareholders' meetings
Appendix 7
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/GTSM Listed Companies.
Article 2
The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors.
Where the Company convenes a shareholders' meeting by means of a virtual meeting, except as otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, such arrangement shall be specified in the Articles of Incorporation and approved by a resolution of the Board of Directors.
In addition, a virtual shareholders' meeting shall be conducted only upon a resolution adopted by the Board of Directors with the attendance of at least two-thirds of the directors and the approval of a majority of the directors present.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the board of directors and shall be made no later than the mailing of the shareholders' meeting notice.
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 or independent directors, and upload them to the Market Observation Post System (MOPS) before thirty days before the date of a regular shareholders' meeting or before fifteen days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before twenty-one days before the date of the regular shareholders' meeting or before fifteen days before the date of the special shareholders' meeting. If, however, the Company has the paid-in capital of ten billion New Taiwan Dollar or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches thirty percent or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by thirty days before the regular shareholders' meeting. In addition, fifteen days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
i. For physical shareholders' meetings, to be distributed on-site at the meeting.
ii. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
iii. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
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.
Election or dismissal of directors or independent directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors and independent directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.
Shareholder-submitted proposals are limited to three hundred words, and no proposal containing more than three hundred words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
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.
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 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 a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company no later than two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company no later than two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5
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 9a.m. and no later than 3p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the location of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article 6
The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to 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. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform thirty minutes before the meeting starts. Shareholders completing registration will be deemed to attend the shareholders' meeting in person.
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.
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 independent directors, pre-printed ballots shall also be furnished.
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.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda handbook, annual report and other meeting materials to the virtual meeting platform at least thirty minutes before the meeting starts, and keep these information disclosed until the end of the meeting.
Article 6-1
To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
i. How shareholders attend the virtual meeting and exercise their rights.
ii. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(a) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(b) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(c) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
(d) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
iii. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. Except as provided in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with access equipment and necessary assistance for participation, and shall specify the period during which shareholders may apply to the Company, as well as other relevant matters to be noted.
Article 7
If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson 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 chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
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.
It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. Their attendance shall be recorded in the meeting minutes.
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, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
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Article 8
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders' meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders' meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information, among others, concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
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 Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to 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.
Article 10
If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal 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 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.
Article 11
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 chair 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.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declares the meeting adjourned. No more than two questions about the same proposal may be raised. Each question shall contain no more than two hundred words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12
Voting at a shareholders' meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
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.
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With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder 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 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 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.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
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. After the conclusion of the meeting, on the same day it is held, 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 an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for 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.
When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14
The election of directors or independent directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and independent directors and the numbers of votes with which they were elected, and the names of directors and independent directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within twenty days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
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 or independent directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting online.
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Article 16
On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event of a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least thirty minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
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
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
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least fifteen minutes after the chair has announced the meeting adjourned.
Article 20
When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21
In the event of a virtual shareholders' meeting, the Company may offer a simple connection test to shareholders prior to the meeting and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than thirty minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders' meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and independent directors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under the second paragraph.
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Article 22
When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. Except as provided in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with access equipment and necessary assistance for participation, and shall specify the period during which shareholders may apply to the Company, as well as other relevant matters to be noted.
Article 23
These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
These Rules were established by the Board of Directors on March 23, 2021, and passed by shareholders' meeting on June 23, 2021.
These Rules were amended by the Board of Directors on March 23, 2022, and passed by shareholders' meeting on June 22, 2022.
These Rules were amended by the Board of Directors on March 12, 2025, and passed by shareholders' meeting on June 19, 2025.
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Appendix 8
Shareholdings of all directors stated in the shareholder register and their minimum shareholding
- The statutory composition and number of shares held by the current Ninth Term Board of Directors of the Company are as follows:
The number of ordinary shares issued by the company is 187,662,154 shares.
The statutory percentage of the shareholding held by the Board of Directors is 7.5%.
The statutory number of shares held by the Board of Directors is 11,259,729 shares. (Note)
Note 1: Pursuant to Article 2 of Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, if two or more independent directors were elected, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors other than the independent directors and shall be decreased to eighty percent.
Note 2: The Company has established an Audit Committee and there are no applicable rules on the number of shares held by supervisors.
- Number of shares held by the Board of Directors as of April 26 when the Company closed its books prior to the 2026 Annual Shareholders' meeting.
April 26, 2026
| Position | Name | Current shareholding | |
|---|---|---|---|
| No. of shares | Proportion (%) | ||
| Chairman | T.C HUANG | 10,782,682 | 5.75 |
| Director | FANG,I-HSIUNG | 10,916,224 | 5.82 |
| Director | HUANG,CIN-MING | 274,632 | 0.15 |
| Director | JHOU,YOU-YI | 214,616 | 0.11 |
| Director | CAO,SIN-TAI | 0 | 0.00 |
| Director | WANG,LIANG-KAI | 396 | 0.00 |
| Subtotal | 22,188,550 | 11.83 | |
| Independent Director | CHEN,CHUN-SHENG | 0 | 0.00 |
| Independent Director | CHEN,HSIOU-LING | 0 | 0.00 |
| Independent Director | HSIES,YI-CHEN | 0 | 0.00 |
| Subtotal | 0 | 0.00 | |
| Total | 22,188,550 | 11.83 |