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ICHIA — AGM Information 2026
May 15, 2026
52057_rns_2026-05-15_875593bf-90d1-44f2-b736-789b971047aa.pdf
AGM Information
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ICHIA TECHNOLOGIES, INC.
2026 Annual General Meeting
Meeting Agenda
(Translation)
Date: June 16, 2026 (Tuesday), 9:00 a.m.
Venue: No. 268, Huanya 2nd Road, Guishan District, Taoyuan City
TABLE OF CONTENTS
| Section | Description | Page |
|---|---|---|
| I | Meeting Procedures | 1 |
| II | Meeting Agenda | 2 |
| III | Reports | 3 |
| IV | Ratification Matters | 5 |
| V | Election Matters | 5 |
| VI | Discussion Matters | 6 |
| VII | Miscellaneous Motions | 8 |
| Annex 1 | 2025 Annual Business Report | 9 |
| Annex 2 | 2025 Audit Committee Review Report | 11 |
| Annex 3 | 2025 Director Remuneration Policy, Individual Remuneration Details and Amounts | 12 |
| Annex 4 | 2025 CPA Audit Report, Separate Financial Statements and Consolidated Financial Statements | 14 |
| Annex 5 | 2025 Earnings Distribution Statement | 32 |
| Annex 6 | List of Director (Including Independent Director) Candidates | 33 |
| Annex 7 | Comparison Table of Articles of Incorporation Before and After Amendment | 35 |
| Annex 8 | 2026 Restricted Stock Award Plan | 36 |
| Annex 9 | List of Directors Exempted from Non-Competition Restrictions | 38 |
| Appendix 1 | Director Election Procedures | 39 |
| Appendix 2 | Articles of Incorporation (Before Amendment) | 40 |
| Appendix 3 | Shareholders' Meeting Rules of Procedure | 44 |
| Appendix 4 | Shareholding Status of All Directors | 53 |
1
Section I — Meeting Procedures
ICHIA TECHNOLOGIES, INC.
Procedures for the 2026 Annual General Meeting
- Call to Order
- Chairperson's Opening Remarks
- Reports
- Ratification Matters
- Election Matters
- Discussion Matters
- Miscellaneous Motions
- Adjournment
Section II — Meeting Agenda
ICHIA TECHNOLOGIES, INC.
Agenda for the 2026 Annual General Meeting
Date: June 16, 2026 (Tuesday), 9:00 a.m.
Venue: No. 268, Huanya 2nd Road, Guishan District, Taoyuan City (Company Conference Room)
Meeting Format: In-Person General Meeting
- Call to Order
- Chairperson's Opening Remarks
- Reports
(1) 2025 Annual Business Report
(2) 2025 Audit Committee Review Report
(3) Report on the Allocation of Employee Compensation and Director Remuneration for 2025
(4) Report on Director Remuneration Received for 2025
(5) Report on the Payment of Cash Dividends from the 2025 Earnings Distribution
(6) Report on Treasury Share Buyback Execution
(7) Report on Corporate Bond Issuance - Ratification Matters
(1) Ratification of the 2025 Annual Business Report and Financial Statements
(2) Ratification of the 2025 Earnings Distribution Proposal - Election Matters
General Re-election of Directors - Discussion Matters
(1) Proposal to Amend Certain Provisions of the Articles of Incorporation
(2) Proposal to Issue Restricted Stock Awards to Employees
(3) Proposal to Release Newly Elected Directors from Non-Competition Restrictions - Miscellaneous Motions
- Adjournment
Section III — Reports
- 2025 Annual Business Report
Description: The 2025 Annual Business Report is provided in Annex 1. (Please refer to pages 9–10 of this handbook.)
- 2025 Audit Committee Review Report
Description: The 2025 Audit Committee Review Report is provided in Annex 2. (Please refer to page 11 of this handbook.)
- Report on the Allocation of Employee Compensation and Director Remuneration for 2025
Description: The Board of Directors resolved on March 11, 2026, to allocate employee compensation of NT$8,500,000 and director remuneration of NT$10,000,000 for fiscal year 2025, both to be paid entirely in cash. The amount paid is consistent with the expenses recognized in 2025.
- Report on Director Remuneration Received for 2025
Description: The Company's remuneration policy for directors, and the details and amounts of individual remuneration, are provided in Annex 3. (Please refer to pages 12–13 of this handbook.)
- Report on the Payment of Cash Dividends from the 2025 Earnings Distribution
Description: The Board of Directors resolved on March 11, 2026, to distribute cash dividends of NT$615,073,066 for fiscal year 2025. Based on 307,536,533 shares outstanding as of March 10, 2026, the cash dividend per share is NT$2.00.
- Report on Treasury Share Buyback Execution
Description: The treasury share buyback executed in 2020 (the first buyback) is summarized as follows:
| Item | Details |
|---|---|
| Buyback Round | 2020 — First Buyback |
| Purpose | Transfer of shares to employees |
| Actual Buyback Period | July 28, 2020 – September 25, 2020 |
| Number of Shares Repurchased | 10,000,000 shares |
| Buyback Price Range | NT$12–NT$18 per share |
| Type and Quantity of Shares Repurchased | Common shares / 10,000,000 shares |
| Total Repurchase Amount | NT$161,328,237 |
| Average Repurchase Price per Share | NT$16.13 |
| Shares Cancelled or Transferred | 10,000,000 shares |
| Cumulative Shares Held | 0 shares |
| Cumulative Shares Held as a % of Total Issued Shares | 0% |
4
7. Report on Corporate Bond Issuance
Description:
(1) In order to repay bank borrowings, the Board of Directors resolved on August 6, 2025, to issue domestic unsecured convertible bonds.
(2) Details of the Third Domestic Unsecured Convertible Bond issuance are as follows:
| Item | Details | |
|---|---|---|
| Bond Type | Third Domestic Unsecured Convertible Bond | |
| Issuance Date | November 19, 2025 | |
| Face Value | NT$100,000 | |
| Place of Issuance and Trading | Taipei Exchange (TPEx), Republic of China | |
| Issue Price | NT$102,000 | |
| Total Amount | Total face value: NT$1,000,000,000 | |
| Total issue price: NT$1,020,000,000 | ||
| Interest Rate | Coupon rate: 0% | |
| Maturity | 3 years (Maturity date: November 19, 2028) | |
| Guarantor | Not applicable | |
| Trustee | Mega International Commercial Bank Co., Ltd. — Trust Department | |
| Underwriter | Mega Securities Co., Ltd. | |
| Certifying Attorney | Wei Chung-chieh, Wei Chung-chieh Law Office | |
| Certifying CPAs | Hsieh Ming-chung and Liu Shu-lin, Deloitte & Touche | |
| Redemption Method | 3-year term; redeemed in cash at maturity unless converted, sold back, or redeemed earlier pursuant to the conversion terms | |
| Outstanding Principal | NT$1,000,000,000 | |
| Call / Early Redemption Terms | Please refer to the Issuance and Conversion Terms | |
| Restrictive Covenants | Please refer to the Issuance and Conversion Terms | |
| Credit Rating | None | |
| Other attached rights | The amount of common shares, overseas depository receipts, or other securities converted (exchanged or subscribed) as of the date of printing of the annual report | None |
| Rules Governing Issuance and Conversion (Exchange or Subscription) | Please refer to the Issuance and Conversion Terms | |
| Dilution Impact | As convertible bonds are debt instruments, there is no equity dilution prior to conversion. Bondholders will elect to convert when favorable; therefore, dilution is deferred and will not immediately impact the Company's control or earnings per share. | |
| Exchange Deposit Institution | Not applicable |
Section IV — Ratification Matters
Proposal No. 1 (Submitted by the Board of Directors)
Subject: Ratification of the 2025 Annual Business Report and Financial Statements
Description:
[1] The Company's 2025 separate financial statements and consolidated financial statements have been audited by CPAs Hsieh Ming-chung and Liu Shu-lin of Deloitte & Touche, who have issued an unqualified opinion report. Together with the Business Report, these documents have been reviewed and approved by the Audit Committee.
[2] The 2025 Business Report, CPA audit report, and financial statements are attached as Annex 1 and Annex 4. (Please refer to pages 9–10 and pages 14–31 of this handbook.)
[3] Submitted for shareholders' ratification.
Resolution:
Proposal No. 2 (Submitted by the Board of Directors)
Subject: Ratification of the 2025 Earnings Distribution Proposal
Description:
[1] The 2025 Earnings Distribution Proposal was approved by the Board of Directors on March 11, 2026. The earnings distribution statement is provided in Annex 5. (Please refer to page 32 of this handbook.)
[2] Submitted for shareholders' ratification.
Resolution:
Section V — Election Matters
Subject: General Re-election of Directors (Submitted by the Board of Directors)
Description:
[1] The terms of the Company's current directors (including independent directors) expire on June 19, 2026. Pursuant to applicable laws and regulations, a general re-election is to be conducted at the 2026 Annual General Meeting.
[2] In accordance with the Articles of Incorporation, 7 directors are to be elected (including 3 independent directors), using the candidate nomination system.
[3] Newly elected directors shall take office immediately upon conclusion of the Annual General Meeting. Their term shall run from June 16, 2026, to June 15, 2029. The terms of the current directors shall expire upon completion of this General Meeting.
[4] The list of director (including independent director) candidates, which has been reviewed and approved by the Board of Directors, is provided in Annex 6. (Please refer to pages 33–34 of this handbook.)
[5] This election shall be conducted in accordance with the Company's Director Election Procedures, provided in Appendix 1. (Please refer to page 39 of this handbook.)
[6] Submitted for shareholders' vote.
Election Results:
Section VI — Discussion Matters
Proposal No. 1 (Submitted by the Board of Directors)
Subject: Proposal to Amend Certain Provisions of the Articles of Incorporation
Description:
【1】The Company proposes to amend certain provisions of the Articles of Incorporation pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act.
【2】A comparison table of the Articles of Incorporation before and after amendment is provided in Annex 7. (Please refer to page 35 of this handbook.)
【3】The provisions before amendment are provided in Appendix 2. (Please refer to pages 40–43 of this handbook.)
【4】Submitted for shareholders' discussion and resolution.
Resolution:
Proposal No. 2 (Submitted by the Board of Directors)
Subject: Proposal to Issue Restricted Stock Awards to Employees
Description:
【1】The Company proposes to issue restricted stock awards to employees pursuant to Article 267, Paragraph 9 of the Company Act and the relevant provisions of the Regulations Governing the Offering and Issuance of Securities by Issuers. The 2026 Restricted Stock Award Plan is provided in Annex 8. (Please refer to pages 36–37 of this handbook.)
【2】Details of the issuance are as follows:
- Total Issuance
The maximum number of restricted shares to be issued under this plan is 5,000,000 common shares, with a par value of NT$10 per share, for a total of NT$50,000,000. The shares may be issued in one or more tranches within two years from the date the regulatory authority's notice of approval becomes effective. The actual issuance date(s) shall be determined by the Chairperson as authorized by the Board of Directors.
- Terms and Conditions of Issuance
(1) Issue Price: NT$10 per share.
(2) Vesting Conditions:
An employee must remain employed for at least one full year following the subscription of restricted shares, must not have violated confidentiality or other restrictive covenants during such period, and must have achieved the specified corporate and individual performance targets, in order to vest in 100% of the shares.
① Corporate Performance Target: Annual revenue or pre-tax profit for the most recent fiscal year (as audited and certified by a CPA) must have increased by at least 10% compared to the prior year.
② Individual Performance Target: The employee's annual performance evaluation and work results must have achieved an individual performance rating of 'B' or above as defined by the Company.
(3) Type of Shares: Common shares of the Company.
(4) Treatment of Unvested Shares and Inheritance:
① If an employee fails to meet the vesting conditions, the Company shall repurchase the restricted shares at the issue price and cancel them in accordance with applicable law.
② In the event of general separation from service (including voluntary resignation, termination,
severance, retirement, or death) during the vesting period, the employee's vesting rights shall lapse as of the date of such event. Restricted shares subscribed but not yet vested shall be repurchased by the Company at the issue price and cancelled.
③ An employee on approved leave of absence during the vesting period shall have his or her rights restored as of the date of return to work; however, the vesting period shall be extended by the duration of such leave.
④ If an employee becomes physically disabled due to an occupational accident and is unable to continue employment during the vesting period (including death in the line of duty), any unvested restricted shares shall be deemed to have satisfied all vesting conditions as of the effective date of separation or the date of death.
- Employee Eligibility and Maximum Subscribable Shares
(1) Eligible employees are those employed by the Company and its domestic or overseas subsidiaries or affiliates who meet specified performance criteria. The actual list of eligible employees and the number of shares each may subscribe shall be determined by the Chairperson after taking into account factors such as length of service, job grade, work performance, overall contribution, special merit, and other relevant management considerations. For employees with managerial status, the matter must first be submitted to the Compensation Committee for approval; for non-managerial employees, it must first be submitted to the Audit Committee for approval — both before final approval by the Board of Directors.
(2) The cumulative number of shares that may be subscribed by a single employee under employee stock warrants issued pursuant to Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Issuers, plus the cumulative number of restricted shares received by the same employee, may not exceed three-thousandths (3/1000) of the Company's total issued shares. Furthermore, such aggregate amount, when combined with shares that may be subscribed under employee stock warrants issued pursuant to Article 56, Paragraph 1 of the same Regulations, may not exceed 1% of the Company's total issued shares. Exceptions apply if approved by the competent authority of the relevant industry.
- Purpose of This Restricted Stock Award Plan
The purpose is to attract and retain professional talent, foster employee commitment and loyalty, achieve the Company's operational goals and ESG objectives, and create value for the Company and its shareholders.
- Potential Expense Recognition, EPS Dilution, and Impact on Shareholders' Equity
(1) Estimated Expense: The maximum number of restricted shares to be issued is 5,000,000, at NT$10 per share. Assuming all vesting conditions are met and based on the closing price of NT$51.4 per share on March 11, 2026, the total estimated expense to be recognized is NT$207,000 thousand, to be recognized over the vesting period as follows: NT$17,250 thousand (2026, based on approximately 2 months); NT$103,500 thousand (2027); and NT$86,250 thousand (2028, based on approximately 10 months).
(2) EPS Dilution: As of March 10, 2026, the total number of issued shares was 307,536,533. The proposed restricted shares represent approximately 1.63% of total issued shares. The estimated EPS dilution is approximately: NT$0.06 per share (2026, based on approximately 2 months); NT$0.34 per share (2027); and NT$0.28 per share (2028, based on approximately 10 months).
(3) Other Impact on Shareholders' Equity: No material adverse impact on shareholders' equity is anticipated.
【3】Submitted for shareholders' discussion and resolution.
Resolution:
8
Proposal No. 3 (Submitted by the Board of Directors)
Subject: Proposal to Release Newly Elected Directors from Non-Competition Restrictions
Description:
【1】Pursuant to Article 209 of the Company Act: 'A director who, on his or her own behalf or on behalf of another person, engages in any business activity that falls within the scope of the Company's business shall explain to the shareholders' meeting the material particulars of such activity and obtain the shareholders' approval.'
【2】In order to leverage the expertise and relevant experience of the Company's directors, it is proposed that the shareholders approve the release of the newly elected directors from non-competition restrictions. The list of directors proposed for such release is provided in Annex 9. (Please refer to page 38 of this handbook.)
【3】Submitted for shareholders' discussion and resolution.
Resolution:
Section VII — Miscellaneous Motions
Section VIII — Adjournment
Annex 1 — 2025 Annual Business Report
I. Business Plan Implementation Results
Unit: NT$ Thousand; EPS in NT$ per share
| Item | FY 2024 | FY 2025 | Change (%) |
|---|---|---|---|
| Net Operating Revenue | 9,531,011 | 10,848,977 | +14% |
| Operating Costs | 7,822,192 | 8,780,458 | +12% |
| Operating Profit (Loss) | 773,807 | 914,578 | +18% |
| Non-Operating Income and Expenses | 76,847 | 24,758 | -68% |
| Net Income After Tax | 711,214 | 753,973 | +6% |
| Earnings Per Share (After Tax) | NT$2.36 | NT$2.47 | +5% |
The Company's net operating revenue for 2025 was NT$10,848,977 thousand, an increase of NT$1,317,966 thousand (approximately 14%) compared to NT$9,531,011 thousand in 2024. Net income after tax for 2025 was NT$753,973 thousand, an increase of NT$42,759 thousand (approximately 6%) compared to NT$711,214 thousand in 2024.
II. Financial Position and Profitability Analysis
| Item | FY 2024 | FY 2025 | |
|---|---|---|---|
| Financial Structure (%) | Debt-to-Total-Assets Ratio | 45.98 | 51.87 |
| Long-Term Capital to Property, Plant & Equipment Ratio | 238.43 | 232.17 | |
| Debt Servicing Capacity (%) | Current Ratio | 157.36 | 169.99 |
| Quick Ratio | 128.14 | 143.79 | |
| Interest Coverage Ratio (times) | 11.94 | 11.05 | |
| Profitability (%) | Return on Assets | 6.71 | 5.85 |
| Return on Equity | 12.05 | 10.47 | |
| Net Profit Margin | 7.46 | 6.95 | |
| Earnings Per Share (NT$) | 2.36 | 2.47 |
III. Research and Development
The Company's integrated modules adhere to the principles of quality first, operational efficiency, and global logistics services in order to maintain competitiveness. From design and production to integration and assembly, the Company emphasizes end-to-end solutions to reduce clients' supplier management costs. The Company is also actively investing in the research, development, and manufacturing of thermal management products, with the objective of achieving competitive advantages and delivering value-added services.
Technology or product developed successfully:
(1) Production processes which meet the requirements of environmental protection
(2) Development and integration of thermal modules
(3) Development of Touch IME modules
(4) Multi-functional keypad module combining optical/electronic technology/metal shrapnel, flexible circuit printed board applications
(5) Keypad module with energy-saving optical design
(6) Bluetooth tire pressure detector module
(7) Automotive component module development
(8) Development of Multi-layer FPCs
(9) Development of extra fine FPCs
(10) Development of double-sided COF boards
(11) Development of fiber-optic communication FPCs
(12) Development of FPC substrates
(13) Development of FPCs which meet the requirements of environmental protection
(14) Development of FPCs for bezel-less monitor applications
(15) Development of high-speed signal FPCs
(16) CCM & OLED flex-rigid PCB project
(17) Development of heat sink (TGP) FPCs
(18) Development of Mini LED projects
Chairman: Huang Chiu Yung
Managerial officer: Tseng Kung-Sheng
Chief Accounting Officer: Cheng Ching-Yi
10
11
Annex 2 — 2025 Audit Committee Review Report
The Company's Board of Directors has prepared the financial statements for the year 2025. Deloitte & Touche has audited the said financial statements and issued an audit report thereon.
The aforementioned business report, financial statements, and earnings distribution proposal have been reviewed by the Audit Committee and are considered to be in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Please refer to the foregoing for your review.
To :
2026 Regular Shareholders' Meeting of ICHIA TECHNOLOGIES, INC.
Audit Committee convener: Huang Chin-Ming
March 11, 2026
12
Annex 3 —2025 Director Remuneration Policy, Individual Remuneration Details and Amounts
I. The Company's director remuneration policy, the procedure for determining remuneration, and the association with the operating performance and future risks are as follows:
(i) Policies, standards and portfolios for the payment of remuneration
The remuneration to directors is set aside in accordance with the Company’s Articles of Incorporation: The Company shall set aside not more than 3% of its annual net profits before tax before employees' and directors' remuneration as directors' remuneration. The measurements of the performance evaluation of individual directors included (1) understanding of the goals and missions of the Company; (2) awareness of director's duties; (3) involvement in the operations of the Company; (4) internal relationship management and communication; (5) professionalism and continuing education of directors; and (6) internal control.
The remuneration to managerial officers is set aside in accordance with the Company’s Articles of Incorporation: The Company shall set aside not less than 1% of the annual net profits before tax for the current period prior to deduction of employees' and directors' remuneration as the remuneration to employees. The performance evaluation consists of three parts: (1) the responsibilities of each managerial officer, (2) the achievement of the performance targets for the year, and (3) the contribution to the Company.
The portfolio of the remuneration shall be determined in accordance with the organizational charter of the Remuneration Committee, including cash remuneration, stock options, bonus shares, retirement benefits or severance pay, various allowances and other substantive incentive measures.
(ii) Remuneration determination procedure
The performance of the Company's directors and managerial officers is linked to the Company's operating performance indicators. Their remuneration and individual performance are evaluated and reviewed annually by the Remuneration Committee and the Board of Directors. The performance self-evaluation results of the Board of Directors, Board members and functional committees in 2025 were “excellent” or above, indicating an overall outstanding operation of the units. According to the results of the managerial performance review in 2025, all managerial officers' performance have met or exceeded the preset targets. The above evaluation takes into account an individual's performance achievement rate and contribution to the Company, as well as the overall operational performance of the Company, future risks and development trends in the industry, as well as the review of the remuneration system in a timely manner depending on the actual operating conditions and relevant laws and regulations, in order to provide reasonable remuneration. The 2025 remuneration to directors and managerial officers is submitted to the Remuneration Committee for review after the performance evaluation, and then to the Board of Directors for resolution.
(iii) Association with the operating performance and future risks
The Company’s remuneration policy, payment standard and review of the system are determined in consideration of the overall business status of the Company, and the payment standard is approved depending on the performance achievement rate and the contribution in order to improve the performance of the Board of Directors and the entire team. The remuneration standards of other companies in the industry are also taken into account to ensure the remuneration to the management of the Company is competitive and thus retain outstanding management talents.
The key decisions of the Company's management are made after a balanced consideration of various risk factors. The performance of the relevant decisions is reflected in the Company's profitability. The management's compensation is related to the performance of risk control.
The remunerations paid to directors, general managers, and deputy general managers by the Company and its subsidiaries include long-term rewards, which may be paid in the form of cash, shares, or stock options, and are not paid in full in the current year of earnings. The actual value is related to the stock price in the future, that is, it shares the future operating risks with the Company.
II. The remuneration to individual directors and the amount are stated in the table below:
Unit: NTD thousand
| Position | Name | Remuneration to directors | A, B, C and D as a % of the net profits after tax | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance and Pension (B) | Remuneration to directors (C) | Business execution fee (D) | ||||||||
| The Company | All companies are included into the financial statement. | The Company | All companies are included into the financial statement. | The Company | All companies are included into the financial statement. | The Company | All companies are included into the financial statement. | The Company | All companies are included into the financial statement. | ||
| Chairman | Huang Chiu-Yung | 0 | 0 | 0 | 0 | 3,600 | 3,600 | 80 | 80 | 3,680 0.49% | 3,680 0.49% |
| Vice Chairman | Huang Li-Lin | 0 | 0 | 0 | 0 | 2,000 | 2,000 | 80 | 80 | 2,080 0.28% | 2,080 0.28% |
| Director | Tseng Kung-Sheng | 0 | 0 | 0 | 0 | 2,000 | 2,000 | 80 | 80 | 2,080 0.28% | 2,080 0.28% |
| Director | Huang Tzu-Cheng | 0 | 0 | 0 | 0 | 1,200 | 1,200 | 80 | 80 | 1,280 0.17% | 1,280 0.17% |
| Independent director | Chen Tai-Jan | 600 | 600 | 0 | 0 | 400 | 400 | 80 | 80 | 1,080 0.14% | 1,080 0.14% |
| Independent director | Huang Chin-Ming | 600 | 600 | 0 | 0 | 400 | 400 | 80 | 80 | 1,080 0.14% | 1,080 0.14% |
| Independent director | Hsu Wan-Lung | 600 | 600 | 0 | 0 | 400 | 400 | 80 | 80 | 1,080 0.14% | 1,080 0.14% |
| Position | Name | Remuneration for employees with concurrent positions | A, B, C, D, E, F and G as a % of the net profits after tax | Remuneration from reinvested enterprises outside subsidiaries or from the parent company | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Salary, bonus, allowance (E) | Severance and Pension (F) | Remuneration to employees (G) * | |||||||||
| The Company | All companies are included into the financial statement. | The Company | All companies are included into the financial statement. | The Company | All companies are included into the financial statement. | The Company | |||||
| Cash dividends | Stock dividends | Cash dividends | Stock dividends | ||||||||
| Chairman | Huang Chiu-Yung | 21,425 | 21,425 | 0 | 0 | 0 | 0 | 0 | 0 | 25,105 3.33% | 25,105 3.33% |
| Vice Chairman | Huang Li-Lin | 76 | 76 | 0 | 0 | 0 | 0 | 0 | 0 | 2,156 0.29% | 2,156 0.29% |
| Director | Tseng Kung-Sheng | 26,064 | 29,064 | 108 | 108 | 0 | 0 | 0 | 0 | 28,252 3.57% | 31,252 4.14% |
| Director | Huang Tzu-Cheng | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,280 0.17% | 1,280 0.17% |
| Independent director | Chen Tai-Jan | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 0.14% | 1,080 0.14% |
| Independent director | Huang Chin-Ming | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 0.14% | 1,080 0.14% |
| Independent director | Hsu Wan-Lung | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,080 0.14% | 1,080 0.14% |
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Annex 4 —2025 CPA Audit Report, Separate Financial Statements and Consolidated Financial Statements
Independent Auditor’s Report
To the Board of Directors and Shareholders of ICHIA TECHNOLOGIES, INC.:
Audit opinions
We have audited the accompanying consolidated balance sheet of ICHIA TECHNOLOGIES INC. and subsidiaries as of December 31, 2025 and 2024, and the related consolidated comprehensive income statements, consolidated statement of changes in equity, consolidated cash flow statements, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ICHIA TECHNOLOGIES INC. and subsidiaries as of December 31, 2025 and 2024, and its consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations issued by the Financial Supervisory Commission.
Basis for opinions
We conclude our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of ICHIA TECHNOLOGIES INC. and subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 2025 consolidated financial statements of ICHIA TECHNOLOGIES INC. and subsidiaries. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2025 consolidated financial statements of ICHIA TECHNOLOGIES INC. and subsidiaries were as follows:
Authenticity of revenues recognized from sales to specific customers
ICHIA TECHNOLOGIES INC. and subsidiaries manufacture a wide range of flexible printed circuit boards and mechanism integrated components (MVI) for the automotive and consumer electronics markets. The sales revenue is a major indicator for the management to evaluate the sales performance. Since the sales revenue from major customers occupies a substantial percentage of the overall sales revenues, the authenticity of the sales revenues recognized from sales to major customers with more significant changes in the increase and proportion of the sales revenue is included as key audit matters in this year’s consolidated financial statements.
We have also performed the following major audit procedures with respect to the above key audit matters:
- Understand and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.
- Conduct random inspection of the sales revenue from major customers and check relevant certificates and documents to make sure of the authenticity of the recognition.
- Obtain details of sales returns subsequent to the reporting period, perform sample tests on the relevant supporting documents, and assess the reasonableness of the reasons for such returns.
Other Matters
We have also audited the stand-alone financial statements of ICHIA TECHNOLOGIES INC. as of and for the year ended December 31, 2025 and 2024 on which we have issued an unqualified opinion.
Responsibilities of Management and Those in Charge of Governance of the Consolidated Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
In preparing the consolidated financial statements, the management is also responsible for assessing the ability of ICHIA TECHNOLOGIES INC. and subsidiaries as a going concern, disclosing as applicable matters related to a going concern and using the going concern basis of accounting, unless the management either intends to liquidate ICHIA TECHNOLOGIES INC. and subsidiaries or to cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of ICHIA TECHNOLOGIES INC. and subsidiaries.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with accounting standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, if 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 auditing standards, we exercise professional judgment and 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 countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal 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 internal control effective in ICHIA TECHNOLOGIES INC. and subsidiaries.
- Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
15
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on ICHIA TECHNOLOGIES INC. and subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause ICHIA TECHNOLOGIES INC. and subsidiaries to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), 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 or the entities or business activities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of the Group. We remain solely responsible for our audit opinion.
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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect on our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2025 consolidated financial statements of ICHIA TECHNOLOGIES INC. and its subsidiaries and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Touche Tohmatsu Limited
CPA Steven Hsieh
CPA Shu-Lin Liu
Financial Supervisory Commission approval document
Jin-Guan-Zheng-Shen-Zi No. 1000028068
Financial Supervisory Commission approval document
Jin-Guan-Zheng-Shen-Zi No. 1050024633
March 11, 2026
ICHIA TECHNOLOGIES INC. and subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current asset | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 2,711,646 | 18 | $ 1,824,716 | 14 |
| 1110 | Financial assets measured at fair value through profit or loss – current (Notes 4 and 7) | 30,908 | - | 40,107 | - |
| 1136 | Financial assets measured at amortized cost – current (Notes 4, Notes 8 and 30) | 314,300 | 2 | 393,420 | 3 |
| 1170 | Accounts receivable - net (Notes 4 and 9) | 4,306,874 | 28 | 4,014,508 | 31 |
| 1220 | Current income tax assets (Note 4 and 24) | 36,274 | - | - | - |
| 130X | Inventory (Notes 4 and 10) | 1,267,441 | 8 | 1,356,017 | 11 |
| 1470 | Other current assets (Note 15) | 304,864 | 2 | 290,396 | 2 |
| 11XX | Total current assets | 8,972,307 | 58 | 7,919,164 | 61 |
| Noncurrent assets | |||||
| 1535 | Financial assets measured at amortized cost – non-current (Notes 4, 8 and 30) | 1,127,494 | 7 | 1,060,336 | 8 |
| 1600 | Property, plant and equipment (Notes 4 and 12) | 4,062,572 | 26 | 2,939,554 | 23 |
| 1755 | Right-of-use assets (Notes 13) | 304,708 | 2 | 295,579 | 2 |
| 1760 | Investment property (Note 14 and 30) | 293,283 | 2 | 380,061 | 3 |
| 1840 | Deferred income tax assets (Notes 4 and 24) | 101,888 | 1 | 115,516 | 1 |
| 1915 | Prepaid equipment (Note 31) | 417,747 | 3 | 169,813 | 2 |
| 1975 | Net defined benefit assets -non-current (Notes 4 and 20) | 30,444 | - | 27,619 | - |
| 1990 | Other non-current assets (Note 15) | 80,502 | 1 | 39,823 | - |
| 15XX | Total non-current assets | 6,418,638 | 42 | 5,028,301 | 39 |
| 1XXX | Total assets | $ 15,390,945 | 100 | $ 12,947,465 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term loans (Notes 4 and 16) | $ 1,938,774 | 13 | $ 2,108,844 | 16 |
| 2120 | Financial liabilities measured at fair value through profit or loss – current (Notes 4 and 7) | 2,900 | - | 29,064 | - |
| 2130 | Contract liabilities – current (Note 22) | 11,500 | - | 1,092 | - |
| 2170 | Accounts payable – non-related parties (Note 18) | 2,369,547 | 15 | 2,342,831 | 18 |
| 2200 | Other payables (Note 19) | 313,256 | 2 | 372,894 | 3 |
| 2230 | Income tax liabilities in current period (Notes 4 and 24) | 55,339 | - | 67,724 | 1 |
| 2280 | Lease liabilities - current (Notes 4 and 13) | 2,746 | - | 101,256 | 1 |
| 2320 | Long-term liabilities due within one year or one operating cycle (Notes 4 and 16) | 555,810 | 4 | - | - |
| 2399 | Other current liabilities (Note 19) | 28,129 | - | 8,763 | - |
| 21XX | Total current liabilities | 5,278,001 | 34 | 5,032,468 | 39 |
| Non-current liabilities | |||||
| 2530 | Bonds payable (Notes 4 and 17) | 937,442 | 6 | - | - |
| 2541 | Long-term loans (Notes 4 and 16) | 1,743,992 | 12 | 700,000 | 5 |
| 2542 | Long-term notes payable (Note 16) | - | - | 199,801 | 2 |
| 2570 | Deferred income tax liabilities (Notes 4 and 24) | 9,711 | - | 7,661 | - |
| 2580 | Lease liabilities non-current (Notes 4 and 13) | 2,491 | - | 635 | - |
| 2645 | Guarantee deposits received | 12,359 | - | 12,487 | - |
| 25XX | Total non-current liabilities | 2,705,995 | 18 | 920,584 | 7 |
| 2XXX | Total liabilities | 7,983,996 | 52 | 5,953,052 | 46 |
| Equity (Note 21) | |||||
| 3110 | Common stock | 3,075,366 | 20 | 3,075,366 | 24 |
| 3200 | Capital surplus | 2,312,152 | 15 | 2,151,717 | 17 |
| Retained earnings | |||||
| 3310 | Legal reserve | 761,993 | 5 | 690,572 | 5 |
| 3320 | Special reserve | 8,320 | - | 320,345 | 3 |
| 3350 | Undistributed earnings | 1,218,543 | 8 | 828,700 | 6 |
| 3300 | Total retained earnings | 1,988,856 | 13 | 1,839,617 | 14 |
| 3490 | Other equities | 30,575 | - | ( 8,320 ) | - |
| 3500 | Treasury stock | - | - | ( 63,967 ) | ( 1 ) |
| 3XXX | Total equity | 7,406,949 | 48 | 6,994,413 | 54 |
| Total liabilities and equity | $ 15,390,945 | 100 | $ 12,947,465 | 100 |
The attached notes are part of the consolidated financial statements.
Chairman: Huang Chiu-Yung
Manager: Tseng Kung-Sheng
Accounting officer: Cheng Ching-Yi
ICHIA TECHNOLOGIES INC. and subsidiaries
Consolidated Comprehensive Income Statement
January 1 to December 31, 2025 and 2024
Unit: NTD thousands; earnings per share: NTD dollar
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 4 and 22) | $ 10,848,977 | 100 | $ 9,531,011 | 100 |
| 5000 | Operating cost (Notes 4, 10 and 23) | ( 8,780,458 ) | ( 81 ) | ( 7,822,192 ) | ( 82 ) |
| 5900 | Operating gross profits | 2,068,519 | 19 | 1,708,819 | 18 |
| Operating expenses (Note 23) | |||||
| 6100 | Promotional expenses | 286,487 | 3 | 234,123 | 3 |
| 6200 | Administrative expenses | 489,998 | 4 | 380,525 | 4 |
| 6300 | R&D expenses | 360,696 | 3 | 317,895 | 3 |
| 6450 | Expected credit impairment loss | 16,760 | - | 2,469 | - |
| 6000 | Total operating expenses | 1,153,941 | 10 | 935,012 | 10 |
| 6900 | Operating income | 914,578 | 9 | 773,807 | 8 |
| Non-operating incomes and expenses (Notes 23) | |||||
| 7100 | Interest incomes | 63,016 | - | 73,743 | 1 |
| 7010 | Other incomes | 67,123 | 1 | 80,222 | 1 |
| 7020 | Other gains and losses | ( 11,959 ) | - | 660 | - |
| 7050 | Financial costs | ( 93,422 ) | ( 1 ) | ( 77,778 ) | ( 1 ) |
| 7000 | Total non-operating incomes and expenses | 24,758 | - | 76,847 | 1 |
| 7900 | Net profits before tax | 939,336 | 9 | 850,654 | 9 |
| 7950 | Income tax expenses (Notes 4 and 24) | ( 185,363 ) | ( 2 ) | ( 139,440 ) | ( 1 ) |
| 8200 | Net profits for the year | 753,973 | 7 | 711,214 | 8 |
(Continued on next page)
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(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8310 | Other comprehensive income | ||||
| 8311 | Titles not reclassified as profit or loss | ||||
| 8360 | Titles likely to be reclassified to profit or loss subsequently | $ 2,411 | - | $ 2,993 | - |
| 8361 | Exchange differences in the financial statement translation of foreign operations | 38,895 | - | 312,025 | 3 |
| 8300 | Other comprehensive income in the year (net after tax) | 41,306 | - | 315,018 | 3 |
| 8500 | Total comprehensive income in the year | $ 795,279 | 7 | $ 1,026,232 | 11 |
| 9710 | Earnings per share (Note 25) | ||||
| 9810 | Basic | $ 2.47 | $ 2.36 | ||
| Diluted | $ 2.32 | $ 2.35 |
The attached notes are part of the consolidated financial statements.
Chairman: Huang Chiu-Yung
Manager: Tseng Kung-Sheng
Accounting officer: Cheng Ching-Yi
ICHIA TECHNOLOGIES INC. and subsidiaries
Consolidated Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Common stock | Retained earnings | Other equity items | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (thousand shares) | Amount | Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Exchange differences in the financial statement translation of foreign operations | Gain/loss on valuation of financial assets measured at fair value through other comprehensive income | Treasury stock | Total equity | ||
| A1 | Balance as of January 1, 2024 | 307,536 | $ 3,075,366 | $ 2,086,436 | $ 643,458 | $ 208,624 | $ 633,415 | ($ 308,345) | ($ 12,000) | ($ 120,422) | $ 6,206,532 |
| Allocation and distribution of earnings in 2023 | |||||||||||
| B1 | Legal reserve | - | - | - | 47,114 | - | ( 47,114 ) | - | - | - | - |
| B3 | Earnings set aside as a special reserve | - | - | - | - | 111,721 | ( 111,721 ) | - | - | - | - |
| B5 | Cash dividend for shareholders | - | - | - | - | - | ( 360,087 ) | - | - | - | ( 360,087 ) |
| L3 | Transfer of treasury stock to employees | - | - | ( 169 ) | - | - | - | - | - | 56,455 | 56,286 |
| N1 | Share-based payment | - | - | 65,450 | - | - | - | - | - | - | 65,450 |
| D1 | Net profit in 2024 | - | - | - | - | - | 711,214 | - | - | - | 711,214 |
| D3 | Other comprehensive income after tax in 2024 | - | - | - | - | - | 2,993 | 312,025 | - | - | 315,018 |
| D5 | Total comprehensive income in 2024 | - | - | - | - | - | 714,207 | 312,025 | - | - | 1,026,232 |
| Z1 | Balance as of December 31, 2024 | 307,536 | 3,075,366 | 2,151,717 | 690,572 | 320,345 | 828,700 | 3,680 | ( 12,000 ) | ( 63,967 ) | 6,994,413 |
| Allocation and distribution of earnings in 2024 | |||||||||||
| B1 | Legal reserve | - | - | - | 71,421 | - | ( 71,421 ) | - | - | - | - |
| B17 | Reversal of special reserve | - | - | - | - | ( 312,025 ) | 312,025 | - | - | - | - |
| B5 | Cash dividend for shareholders | - | - | - | - | - | ( 607,145 ) | - | - | - | ( 607,145 ) |
| C5 | Equity component recognized on issuance of convertible bonds | - | - | 76,125 | - | - | - | - | - | - | 76,125 |
| L3 | Transfer of treasury stock to employees | - | - | ( 192 ) | - | - | - | - | - | 63,967 | 63,775 |
| N1 | Share-based payment | - | - | 84,502 | - | - | - | - | - | - | 84,502 |
| D1 | Net profit in 2025 | - | - | - | - | - | 753,973 | - | - | - | 753,973 |
| D3 | Other comprehensive income after tax in 2025 | - | - | - | - | - | 2,411 | 38,895 | - | - | 41,306 |
| D5 | Total comprehensive income in 2025 | - | - | - | - | - | 756,384 | 38,895 | - | - | 795,279 |
| Z1 | Balance as of December 31, 2025 | 307,536 | $ 3,075,366 | $ 2,312,152 | $ 761,993 | $ 8,320 | $ 1,218,543 | $ 42,575 | ($ 12,000) | $ - | $ 7,406,949 |
Chairman: Huang Chiu-Yung
The attached notes are part of the consolidated financial statements.
Manager: Tseng Kung-Sheng
Accounting officer: Cheng Ching-Yi
ICHIA TECHNOLOGIES INC. and subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
| Code | Cash flow from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Profit before tax in the year | $ 939,336 | $ 850,654 |
| A20010 | Profit and loss items | ||
| A20300 | Expected credit impairment loss | 16,760 | 2,469 |
| A20100 | Depreciation expense | 337,162 | 333,900 |
| A20400 | Net loss (gain) on financial assets/liabilities at fair value through profit or loss | ( 17,478 ) | 34,861 |
| A20900 | Financial costs | 93,422 | 77,778 |
| A21200 | Interest incomes | ( 63,016 ) | ( 73,743 ) |
| A21900 | Compensation cost of employee share options | 84,502 | 65,450 |
| A23800 | Inventory devaluation and gain from price recovery | ( 46,194 ) | ( 10,143 ) |
| A22500 | Gain on disposal of property, plant and equipment | ( 6,554 ) | ( 5,378 ) |
| A23700 | Impairment reversal profit of property, plant and equipment | - | ( 1,607 ) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes and accounts receivable | ( 308,534 ) | ( 715,513 ) |
| A31200 | Inventories | 138,528 | ( 259,422 ) |
| A31240 | Other current assets | 6,906 | ( 100,912 ) |
| A31990 | Other operating assets | ( 414 ) | ( 252 ) |
| A32125 | Contract liabilities | 10,408 | ( 5,582 ) |
| A32150 | Accounts payable | 26,716 | 435,545 |
| A32180 | Other payables | ( 43,724 ) | 31,285 |
| A32230 | Other current liabilities | 19,366 | ( 3,176 ) |
| A33000 | Cash generated from operations | 1,187,192 | 656,214 |
| A33100 | Interest received | 41,642 | 22,637 |
| A33300 | Interest paid | ( 107,086 ) | ( 59,559 ) |
| A33500 | Income tax paid | ( 218,344 ) | ( 137,064 ) |
| AAAA | Net cash inflow from operating activities | 903,404 | 482,228 |
| Cash flows from investment activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | ( 93,867 ) | ( 845,870 ) |
| B00050 | Disposal of financial assets measured at amortized cost | 85,196 | 29,422 |
| B00100 | Acquisition of financial assets measured at fair value through profit and loss | ( 20,000 ) | ( 120,000 ) |
| (Continued on next page) |
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(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B00200 | Disposal of financial assets measured at fair value through profit or loss | $ 19,149 | $ 118,735 |
| B02700 | Purchase of property, plants, and equipment | ( 974,157 ) | ( 641,645 ) |
| B02800 | Disposal of property, plant, and equipment | 28,171 | 59,746 |
| B03700 | Increase in refundable deposit | ( 27,377 ) | ( 1,012 ) |
| B03800 | Decrease in refundable deposit | 3,770 | 159 |
| B05350 | Acquisition of right-of-use assets | - | ( 82,997 ) |
| B06800 | Increase in other non-current assets | ( 16,083 ) | ( 601 ) |
| B07100 | Increase in prepayments for equipment | ( 586,492 ) | ( 258,344 ) |
| BBBB | Net cash outflow from investment | ( 1,581,690 ) | ( 1,742,407 ) |
| Cash flow from financing activities | |||
| C00100 | Increase in short-term loans | 9,019,146 | 8,689,025 |
| C00200 | Decrease in short-term loans | ( 9,166,548 ) | ( 7,510,673 ) |
| C01200 | Issuance of convertible bonds | 1,020,000 | - |
| C01600 | Borrowing of long-term loans | 1,400,000 | 700,000 |
| C01700 | Repayment of long-term loans | - | ( 504,629 ) |
| C01800 | Increase in long-term note payables | 200,000 | 200,000 |
| C01900 | Decrease in long-term note payables | ( 199,801 ) | ( 199,799 ) |
| C03000 | Collection of guarantee deposits received | 728 | 1,143 |
| C03100 | Refund of guarantee deposits received | ( 694 ) | ( 355 ) |
| C04020 | Repayment of principal for lease liabilities | ( 105,309 ) | ( 2,650 ) |
| C04500 | Distribution of cash dividends | ( 607,145 ) | ( 360,087 ) |
| C04900 | Payment of treasury stock trading costs | ( 192 ) | ( 169 ) |
| C05000 | Transfer of treasury stock to employees | 63,967 | 56,455 |
| C09900 | Payment of debt issuance costs | ( 4,981 ) | - |
| CCCC | Net cash inflow from financing activities | 1,619,171 | 1,068,261 |
| DDDD | Effect of changes in the exchange rate on cash and cash equivalents | ( 53,955 ) | 214,339 |
| EEEE | Net increase in cash and cash equivalents | 886,930 | 22,421 |
| E00100 | Balance of cash and cash equivalents - beginning of the year | 1,824,716 | 1,802,295 |
| E00200 | Balance of cash and cash equivalents - end of year | $ 2,711,646 | $ 1,824,716 |
| The attached notes are part of the consolidated financial statements. | |||
| Chairman: Huang Chiu-Yung | Manager: Tseng Kung-Sheng | Accounting officer: Cheng Ching-Yi |
Independent Auditor's Report
To the Board of Directors and Shareholders of ICHIA TECHNOLOGIES INC.:
Audit opinions
We have audited the accompanying standalone balance sheets of ICHIA TECHNOLOGIES, INC. as of December 31, 2025 and 2024, and the standalone statements of comprehensive income, changes in equity, cash flows, and the notes to the standalone financial statements (including significant accounting policies) for the years then ended.
In our opinion, the stand-alone financial statements referred to above present fairly, in all material respects, the stand-alone financial position of ICHIA TECHNOLOGIES INC. as of December 31, 2025 and 2024, and its standalone financial performance and cash flows for the years ended December 31 2025 and 2024, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.
Basis for opinions
We conclude our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the stand-alone financial statements. We are independent of ICHIA TECHNOLOGIES INC. in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 2025 standalone financial statements of ICHIA TECHNOLOGIES INC. These matters were addressed in the content of our audit of the stand-alone financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2025 standalone financial statements of ICHIA TECHNOLOGIES INC. were as follows:
Authenticity of revenues recognized from sales to specific customers
ICHIA TECHNOLOGIES INC. manufactures a wide range of flexible printed circuit boards and mechanism integrated components (MVI) for the automotive and consumer electronics markets. The sales revenue is a major indicator for the management to evaluate the sales performance. Since the sales revenue from major customers occupies a substantial percentage of the overall sales revenues, the authenticity of the sales revenues recognized from sales to major customers with more significant changes in the increase and proportion of the sales revenue is included as key audit matters in this year's stand-alone financial statements.
We have also performed the following major audit procedures with respect to the above key audit matters:
- Understand and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.
- Conduct random inspection of the sales revenue from major customers and check relevant certificates and documents to make sure of the authenticity of the recognition.
23
- Obtain details of sales returns subsequent to the reporting period, perform sample tests on the relevant supporting documents, and assess the reasonableness of the reasons for such returns.
Responsibilities of management and those in charge with governance of the stand-alone financial statements
The management is responsible for the preparation and fair presentation of the stand-alone financial statements in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the stand-alone financial statements to be free from material misstatement whether due to fraud or error.
In preparing the stand-alone financial statements, the management is also responsible for assessing the ability of ICHIA TECHNOLOGIES INC. as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate ICHIA TECHNOLOGIES INC. or to cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of ICHIA TECHNOLOGIES INC.
Auditor’s responsibilities for the audit of the stand-alone financial statements
Our objectives are to obtain reasonable assurance about whether the stand-alone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with accounting standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, if they could reasonably be expected to influence the economic decisions of users taken on the basis of these stand-alone financial statements.
As part of an audit in accordance with auditing standards, we exercise professional judgment and skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the stand-alone financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal 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 internal control effective in ICHIA TECHNOLOGIES INC.
- Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on ICHIA TECHNOLOGIES INC. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the stand-alone financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained
24
up to the date of our auditor’s report. However, future events or conditions may cause ICHIA TECHNOLOGIES INC. to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the stand-alone financial statements, including related notes, and whether the stand-alone 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 or the entities or business activities of ICHIA TECHNOLOGIES INC. to express an opinion on the stand-alone financial statements. We are responsible for the direction, supervision, and performance of the audit of ICHIA TECHNOLOGIES INC. 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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect on our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2025 standalone financial statements of ICHIA TECHNOLOGIES INC. and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Touche Tohmatsu Limited
CPA Steven Hsieh
CPA Shu-Lin Liu
Financial Supervisory Commission approval document
Jin-Guan-Zheng-Shen-Zi No. 1000028068
Financial Supervisory Commission approval document
Jin-Guan-Zheng-Shen-Zi No. 1050024633
March 11, 2026
ICHIA TECHNOLOGIES INC.
Stand-alone Balance Sheet
December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current asset | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 1,290,517 | 9 | $ 882,600 | 7 |
| 1110 | Financial assets measured at fair value through profit or loss – current (Notes 4 and 7) | 23,150 | - | 40,107 | 1 |
| 1170 | Accounts receivable - non-related parties (Note 4 and 9) | 2,808,159 | 19 | 2,659,395 | 22 |
| 1180 | Accounts receivable - non-related parties (Notes 4, 9 and 29) | 59,270 | - | - | - |
| 1210 | Other receivables – related party (Note 29) | 7,922 | - | 13,160 | - |
| 130X | Inventory (Notes 4 and 10) | 165,483 | 1 | 124,073 | 1 |
| 1470 | Other current assets (Note 15) | 28,342 | - | 26,799 | - |
| 11XX | Total current assets | 4,382,843 | 29 | 3,746,134 | 31 |
| Noncurrent assets | |||||
| 1535 | Financial assets measured at amortized cost – non-current (Notes 4 and 8) | 99,024 | 1 | 102,564 | 1 |
| 1550 | Investment accounted for under the equity method (Notes 4 and 11) | 9,884,022 | 65 | 7,636,921 | 62 |
| 1600 | Property, plant and equipment (Notes 4 and 12) | 407,918 | 3 | 427,664 | 4 |
| 1755 | Right-of-use assets (Notes 4 and 13) | 5,175 | - | 2,791 | - |
| 1760 | Investment property (Notes 4 and 14) | 293,283 | 2 | 296,922 | 2 |
| 1840 | Deferred income tax assets (Notes 4 and 24) | 22,715 | - | 20,734 | - |
| 1975 | Net defined benefit assets -non-current (Notes 4 and 20) | 30,444 | - | 27,619 | - |
| 1990 | Other non-current assets (Note 15) | 23,753 | - | 17,806 | - |
| 15XX | Total non-current assets | 10,766,334 | 71 | 8,533,021 | 69 |
| 1XXX | Total assets | $ 15,149,177 | 100 | $ 12,279,155 | 100 |
| C o d e | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term loans (Notes 4 and 16) | $ 550,000 | 4 | $ 950,000 | 8 |
| 2120 | Financial liabilities measured at fair value through profit or loss – current (Notes 4 and 7) | 2,900 | - | - | - |
| 2130 | Contract liabilities – current (Note 22) | 10,955 | - | - | - |
| 2170 | Accounts payable – non-related parties (Note 18) | 99,817 | 1 | 113,726 | 1 |
| 2180 | Accounts payable –related parties (Notes 18 and 29) | 3,106,163 | 20 | 2,578,754 | 21 |
| 2200 | Other payables (Note 19) | 104,201 | 1 | 93,474 | 1 |
| 2220 | Other payables – related party (Note 29) | 543,739 | 3 | 567,180 | 4 |
| 2230 | Income tax liabilities in current period (Note 24) | 38,425 | - | 31,245 | - |
| 2280 | Lease liabilities - current (Notes 4 and 13) | 2,746 | - | 2,197 | - |
| 2320 | Long-term liabilities due within one year (Notes 4 and 16) | 555,810 | 4 | - | - |
| 2399 | Other current liabilities (Note 19) | 2,371 | - | 4,228 | - |
| 21XX | Total current liabilities | 5,017,127 | 33 | 4,340,804 | 35 |
| Non-current liabilities | |||||
| 2530 | Bonds payable (Notes 4 and 17) | 937,442 | 6 | - | - |
| 2541 | Long-term loans (Notes 4 and 16) | 1,743,992 | 12 | 700,000 | 6 |
| 2542 | Long-term notes payable (Note 16) | - | - | 199,801 | 2 |
| 2580 | Lease liabilities non-current (Notes 4 and 13) | 2,491 | - | 635 | - |
| 2670 | Other non-current liabilities (Note 19) | 41,176 | - | 43,502 | - |
| 25XX | Total non-current liabilities | 2,725,101 | 18 | 943,938 | 8 |
| 2XXX | Total liabilities | 7,742,228 | 51 | 5,284,742 | 43 |
| Equity (Note 21) | |||||
| 3110 | Common stock | 3,075,366 | 21 | 3,075,366 | 25 |
| 3200 | Capital surplus | 2,312,152 | 15 | 2,151,717 | 18 |
| Retained earnings | |||||
| 3310 | Legal reserve | 761,993 | 5 | 690,572 | 6 |
| 3320 | Special reserve | 8,320 | - | 320,345 | 2 |
| 3350 | Undistributed earnings | 1,218,543 | 8 | 828,700 | 7 |
| 3300 | Total retained earnings | 1,988,856 | 13 | 1,839,617 | 15 |
| 3490 | Other equities | 30,575 | - | ( 8,320 ) | - |
| 3500 | Treasury stock | - | - | ( 63,967 ) | ( 1 ) |
| 3XXX | Total equity | 7,406,949 | 49 | 6,994,413 | 57 |
| Total liabilities and equity | $ 15,149,177 | 100 | $ 12,279,155 | 100 |
The attached notes are part of the stand-alone financial statements.
Chairman: Huang Chiu-Yung
Manager: Tseng Kung-Sheng
Accounting officer: Cheng Ching-Yi
ICHIA TECHNOLOGIES INC.
Stand-alone Comprehensive Income Statement
January 1 to December 31, 2025 and 2024
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 4, 22 and 29) | $ 7,312,737 | 100 | $ 6,301,469 | 100 |
| 5000 | Operating cost (Note 4, 10, 23 and 29) | 6,719,354 | 92 | 5,901,867 | 93 |
| 5900 | Operating gross profits | 593,383 | 8 | 399,602 | 7 |
| Operating expenses (Notes 23 and 29) | |||||
| 6100 | Promotional expenses | 154,224 | 2 | 115,980 | 2 |
| 6200 | Administrative expenses | 184,755 | 3 | 166,241 | 3 |
| 6300 | R&D expenses | 38,176 | - | 27,586 | - |
| 6450 | Loss (reversal profit) from expected credit impairment | 19,623 | - | ( 5,557 ) | - |
| 6000 | Total operating expenses | 396,778 | 5 | 304,250 | 5 |
| 6900 | Operating income | 196,605 | 3 | 95,352 | 2 |
| Non-operating incomes and expenses (Notes 23 and 29) | |||||
| 7100 | Interest incomes | 13,345 | - | 13,747 | - |
| 7190 | Other incomes | 28,138 | 1 | 30,271 | - |
| 7020 | Other gains and losses | 26,513 | - | 28,929 | - |
| 7050 | Financial costs | ( 56,253 ) | ( 1 ) | ( 30,161 ) | - |
| 7070 | Share of profit/loss of subsidiaries under the equity method | 601,607 | 8 | 597,829 | 10 |
| 7000 | Total non-operating incomes and expenses | 613,350 | 8 | 640,615 | 10 |
(Continued on next page)
27
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Net profits before tax | $ 809,955 | 11 | $ 735,967 | 12 |
| 7950 | Income tax expenses (Notes 4 and 24) | ( 55,982 ) | ( 1 ) | ( 24,753 ) | ( 1 ) |
| 8200 | Net profits for the year | 753,973 | 10 | 711,214 | 11 |
| Other comprehensive income | |||||
| 8310 | Titles not reclassified to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit plan (Note 20) | 2,411 | - | 2,993 | - |
| 8360 | Titles likely to be reclassified to profit or loss subsequently: | ||||
| 8361 | Exchange differences in the financial statement translation of foreign operations | 38,895 | 1 | 312,025 | 5 |
| 8300 | Other comprehensive income in the year (net after tax) | 41,306 | 1 | 315,018 | 5 |
| 8500 | Total comprehensive income in the year | $ 795,279 | 11 | $ 1,026,232 | 16 |
| Earnings per share (Note 25) | |||||
| 9710 | Basic | $ 2.47 | $ 2.36 | ||
| 9810 | Diluted | $ 2.32 | $ 2.35 |
The attached notes are part of the stand-alone financial statements.
Chairman: Huang Chiu-Yung
Manager: Tseng Kung-Sheng
Accounting officer: Cheng Ching-Yi
January 1 to December 31, 2025 and 2024
ICHIA TECHNOLOGIES INC.
Stand-alone Statement of Changes in Equity
Unit: NT$ Thousand
| Code | Common stock | Retained earnings | Other equity items | Treasury stock | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (thousand shares) | Amount | Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Exchange differences in the financial statement translation of foreign operations | Gain/loss on valuation of financial assets measured at fair value through other comprehensive income | ||||
| A1 | Balance as of January 1, 2024 | 307,536 | $ 3,075,366 | $ 2,086,436 | $ 643,458 | $ 208,624 | $ 633,415 | ($ 308,345) | ($ 12,000) | ($ 120,422) | $ 6,206,532 |
| Allocation and distribution of earnings in 2023 | |||||||||||
| B1 | Legal reserve | - | - | - | 47,114 | - | ( 47,114) | - | - | - | - |
| B3 | Earnings set aside as a special reserve | - | - | - | - | 111,721 | ( 111,721) | - | - | - | - |
| B5 | Cash dividend for shareholders | - | - | - | - | - | ( 360,087) | - | - | - | ( 360,087) |
| L3 | Transfer of treasury stock to employees | - | - | ( 169) | - | - | - | - | - | 56,455 | 56,286 |
| N1 | Share-based payment | - | - | 65,450 | - | - | - | - | - | - | 65,450 |
| D1 | Net profit in 2024 | - | - | - | - | - | 711,214 | - | - | - | 711,214 |
| D3 | Other comprehensive income after tax in 2024 | - | - | - | - | - | 2,993 | 312,025 | - | - | 315,018 |
| D5 | Total comprehensive income in 2024 | - | - | - | - | - | 714,207 | 312,025 | - | - | 1,026,232 |
| Z1 | Balance as of December 31, 2024 | 307,536 | 3,075,366 | 2,151,717 | 690,572 | 320,345 | 828,700 | 3,680 | ( 12,000) | ( 63,967) | 6,994,413 |
| Allocation and distribution of earnings in 2024 | |||||||||||
| B1 | Legal reserve | - | - | - | 71,421 | - | ( 71,421) | - | - | - | - |
| B17 | Reversal of special reserve | - | - | - | - | ( 312,025) | 312,025 | - | - | - | - |
| B5 | Cash dividend for shareholders | - | - | - | - | - | ( 607,145) | - | - | - | ( 607,145) |
| C5 | Equity component recognized on issuance of convertible bonds | - | - | 76,125 | - | - | - | - | - | - | 76,125 |
| L3 | Transfer of treasury stock to employees | - | - | ( 192) | - | - | - | - | - | 63,967 | 63,775 |
| N1 | Share-based payment | - | - | 84,502 | - | - | - | - | - | - | 84,502 |
| D1 | Net profit in 2025 | - | - | - | - | - | 753,973 | - | - | - | 753,973 |
| D3 | Other comprehensive income after tax in 2025 | - | - | - | - | - | 2,411 | 38,895 | - | - | 41,306 |
| D5 | Total comprehensive income in 2025 | - | - | - | - | - | 756,384 | 38,895 | - | - | 795,279 |
| Z1 | Balance as of December 31, 2025 | 307,536 | $ 3,075,366 | $ 2,312,152 | $ 761,993 | $ 8,320 | $ 1,218,543 | $ 42,575 | ($ 12,000) | $ - | $ 7,406,949 |
The attached notes are part of the stand-alone financial statements.
Chairman: Huang Chiu-Yung
Manager: Tseng Kung-Sheng
Accounting officer: Cheng Ching-Yi
ICHIA TECHNOLOGIES INC.
Stand-alone Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Cash flow from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Profit before tax in the year | $ 809,955 | $ 735,967 |
| A20010 | Profit and loss items | ||
| A20300 | Loss (reversal profit) from expected credit impairment | 19,623 | ( 5,557 ) |
| A20100 | Depreciation expense | 52,320 | 55,573 |
| A20400 | Net gains on financial assets and liabilities measured at fair value through profit or loss | ( 4,245 ) | ( 503 ) |
| A20900 | Financial costs | 56,253 | 30,161 |
| A21200 | Interest incomes | ( 13,345 ) | ( 13,747 ) |
| A21900 | Compensation cost of employee share options | 49,223 | 35,942 |
| A23700 | Inventory devaluation and obsolescence loss | 1,091 | 1,729 |
| A22400 | Share of profit/loss of subsidiaries recognized under the equity method | ( 601,607 ) | ( 597,829 ) |
| A22500 | Gain on disposal of property, plant and equipment | ( 4,124 ) | ( 2,297 ) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31150 | Accounts receivable | ( 227,657 ) | ( 630,636 ) |
| A31180 | Other receivables | 5,238 | 29,765 |
| A31200 | Inventories | ( 42,501 ) | ( 71,143 ) |
| A31240 | Other current assets | ( 1,362 ) | ( 458 ) |
| A31990 | Other operating assets | ( 414 ) | ( 252 ) |
| A32150 | Accounts payable | 513,500 | 665,831 |
| A32180 | Other payables | 10,367 | 3,778 |
| A32125 | Contract liabilities | 10,955 | - |
| A32230 | Other current liabilities | ( 1,857 ) | 1,796 |
| A33000 | Cash generated from operations | 631,413 | 238,120 |
| A33100 | Interest received | 13,164 | 13,995 |
| A33300 | Interest paid | ( 53,643 ) | ( 29,451 ) |
| A33500 | Income tax paid | ( 50,783 ) | ( 33,031 ) |
| AAAA | Net cash inflow from operating activities | 540,151 | 189,633 |
| Cash flows from investment activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | ( 8,173 ) | ( 89,175 ) |
| B00050 | Disposal of financial assets measured at amortized cost | 11,713 | - |
| B00100 | Acquisition of financial assets measured at fair value through profit and loss | ( 20,000 ) | ( 120,000 ) |
(Continued on next page)
30
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B00200 | Disposal of financial assets measured at fair value through profit or loss | $ 40,202 | $ 120,460 |
| B02200 | Acquisition of shares of subsidiaries | ( 1,571,320 ) | ( 641,750 ) |
| B02700 | Purchase of property, plants, and equipment | ( 19,573 ) | ( 39,983 ) |
| B02800 | Disposal of property, plant, and equipment | 6,553 | 56,150 |
| B03700 | Increase in refundable deposit | - | ( 799 ) |
| B03800 | Decrease in refundable deposit | 593 | - |
| B06700 | Increase in other non-current assets | ( 613 ) | - |
| B06800 | Decrease in other non-current assets | - | 77 |
| B07100 | Increase in prepayments for equipment | ( 15,932 ) | - |
| B07200 | Decrease in prepayments for equipment | - | 175 |
| BBBB | Net cash outflow from investment | ( 1,576,550 ) | ( 714,845 ) |
| Cash flow from financing activities | |||
| C00100 | Increase in short-term loans | 6,508,695 | 6,420,000 |
| C00200 | Decrease in short-term loans | ( 6,908,695 ) | ( 5,930,000 ) |
| C01200 | Issuance of convertible bonds | 1,020,000 | - |
| C01600 | Borrowing of long-term loans | 1,400,000 | 700,000 |
| C01700 | Repayment of long-term loans | - | ( 345,000 ) |
| C01800 | Increase in long-term note payables | 200,000 | 200,000 |
| C01900 | Decrease in long-term note payables | ( 199,801 ) | ( 199,799 ) |
| C03700 | Other payables - increase in related parties | - | 35,983 |
| C03800 | Other payables - decrease in related parties | ( 23,441 ) | - |
| C04020 | Repayment of principal for lease | ( 4,091 ) | ( 2,650 ) |
| C04500 | Distribution of cash dividends | ( 607,145 ) | ( 360,087 ) |
| C04900 | Payment of treasury stock trading costs | ( 192 ) | ( 169 ) |
| C05000 | Transfer of treasury stock to employees | 63,967 | 56,455 |
| C09900 | Payment of debt issuance costs | ( 4,981 ) | - |
| CCCC | Net cash inflow from financing activities | 1,444,316 | 574,733 |
| EEEE | Net increase in cash and cash equivalents | 407,917 | 49,521 |
| E00100 | Balance of cash and cash equivalents - beginning of the year | 882,600 | 833,079 |
| E00200 | Balance of cash and cash equivalents - end of year | $ 1,290,517 | $ 882,600 |
The attached notes are part of the stand-alone financial statements.
Chairman: Huang Chiu-Yung
Manager: Tseng Kung-Sheng
Accounting officer: Cheng Ching-Yi
Annex 5 —2025 Earnings Distribution Statement
| Unit: NTD | |
|---|---|
| Unappropriated earnings at the beginning of the period | 462,159,992 |
| Net profits for the period | 753,972,711 |
| Defined benefit plan remeasurement recognized in retained earnings | 2,410,654 |
| Additional adjustment to net profits for the period | 756,383,365 |
| Provision of legal reserve (10%) (Description 1) | (75,638,337) |
| Reversal of special reserve in accordance with the law | 8,320,022 |
| Distributable earnings for the period | 1,151,225,042 |
| Distribution items | |
| Shareholder bonus (Description 2) | 615,073,066 |
| Unappropriated earnings at the end of the period | 536,151,976 |
Each item is described as follows:
i. $756,383,365 \times 10\% = 75,638,337$
ii. According to the earnings distribution proposal, cash dividends of NTD 2.00 per share will be paid.
iii. In connection with the cash dividend, the chairperson will be authorized to set the ex-dividend date.
iv. If the number of outstanding shares is affected by subsequent changes in the Company's capital, the chairperson is authorized to exercise their full authority to handle any changes in the dividend distribution to shareholders.
v. Cash dividends shall be calculated in proportion to the distribution percentage and rounded off to the nearest NTD, and the total amount of the fractional amounts less than NTD 1 shall be adjusted from the largest decimals to the smallest and from the first account number to the last in order to meet the total amount of cash dividends distribution.
Chairman:
Huang Chiu Yung
Managerial Officer:
Tseng Kung-Sheng
Accounting officer:
Cheng Ching-Yee
32
Annex 6 — List of Director (Including Independent Director) Candidates
| Category | Name | Education | Prior Experience | Current Position(s) | Shares Held |
|---|---|---|---|---|---|
| Director | Huang Chiu Yung | Attended EMBA, National Taiwan University | Kinpo Electronics | Chairperson, ICHIA HOLDINGS (B.V.I) CO., LTD.; Chairperson, ICHIA USA INC.; Director, ICHIA RUBBER INDUSTRY (M) SDN BHD; Chairperson, ICHIA UK LTD.; Chairperson, ICHIA HOLDINGS (H.K.) CO., LTD.; Director, ICHIA Technologies Malaysia Sdn. Bhd.; Chairperson, Ferrari Investment Co., Ltd.; Chairperson, Creative Investment Co., Ltd.; Director, Sitronix Technology Corp. | 12,355,089 |
| Director | Huang Li-Lin | B.A., Economics, Fu Jen Catholic University | Zibo Electronics | General Manager, ICHIA HOLDINGS (B.V.I) CO., LTD.; Director, ICHIA USA INC.; Director, ICHIA RUBBER INDUSTRY (M) SDN BHD; Director and Manager, ICHIA Technologies Hungary Ltd.; Director, ICHIA Electronics (Suzhou); Director, Zhongshan Yiyong Electronics Co., Ltd.; Director, ICHIA HOLDINGS (H.K.) CO., LTD.; Chairperson, Shuangjie Investment Co., Ltd. | 4,707,083 |
| Director | Tseng Kung-Sheng | B.S., Physics, Tamkang University | Senior Special Assistant to the General Manager's Office, Unitech Printed Circuit Board Corp. | Chairperson and General Manager, ICHIA Electronics (Suzhou); Chairperson and General Manager, Zhongshan Yiyong Electronics Co., Ltd.; Chairperson, ICHIA Technologies Malaysia Sdn. Bhd. | 1,371,000 |
| Director | Huang Tzu-Hsuan | Brown University | Legal Representative of Ferrari Investment Co., Ltd. | Supervisor, Creative Investment Co., Ltd.; Senior Software Engineer, Moon Creative Lab, Inc. | 5,633,896 |
| Independent Director | Hsu Yu-Tung | M.S., Management Science, University of Massachusetts, USA | Marketing Manager, Intel; Sales Manager, Vanguard International Semiconductor; Associate Director of Sales and Marketing, Paragon Semiconductor; VP of Sales and Marketing, Crystal Media Semiconductor | Chairperson and General Manager, Sitronix Technology Corp.; Chairperson, Super-X Technology Corp.; Chairperson, Sukernel Technology Corp.; Chairperson, Jinghong Microelectronics (Shanghai) Co., Ltd.; Chairperson, Dongguan Sitronix Semiconductor Co., Ltd. | 0 |
| Category | Name | Education | Prior Experience | Current Position(s) | Shares Held |
|---|---|---|---|---|---|
| Independent Director | Liu Zhi-Hong | Waseda University International Division; M.S., Finance, Boston University; M.S., Accounting, National Taiwan University; B.S., Accounting, National Chengchi University | Chairperson, Jianxing Material Technology Co., Ltd.; Chairperson, Xinyang Semiconductor Co., Ltd. | Representative, Jianxing Material Technology Co., Ltd.; Representative, Jun Yan Co., Ltd.; Representative, Xinyang Semiconductor Co., Ltd.; Representative, Changchun Enterprise Management Co., Ltd.; Representative, BVI Ke Sheng Co., Ltd.; Director, Changchun Biomedical Co., Ltd.; Director, Shunlai Enterprise Management Consulting Co., Ltd.; Director, Changchun Business Hotel Co., Ltd.; Supervisor, Shuoren Lixin Co., Ltd.; Representative, Anjie No. 1 Investment Co., Ltd.; Independent Director, Xunque Machinery Co., Ltd. | 0 |
| Independent Director | Hsu Wan-Lung | Ph.D., Technology Management, National Chiao Tung University; Executive Management Program, University of Washington Business School | Associate Director, NTHU International Industry-Academia Operations Center; Executive Director, NCTU Industry-Academia Logistics Center; Section Chief, Technology Transfer Center, ITRI; Section Chief, SoC Technology Center, ITRI | Advisor, Hsinchu City Enterprise Managers Association; Advisor, NTHU Digital Economy Technology Innovation R&D and Application Project; Vice Chairman, Chinese Intellectual Property Trading Service Association | 0 |
34
Annex 7 — Comparison Table of Articles of Incorporation Before and After Amendment
| Before Amendment | After Amendment | Basis for Amendment |
|---|---|---|
| Article 23 | ||
| From the pre-tax net income for the year, before deducting employee compensation and director remuneration, the Company shall appropriate not less than 1% as employee compensation and not more than 3% as director remuneration, to be resolved and distributed by the Board of Directors and reported to the shareholders' meeting. Of the foregoing employee compensation ratio, at least 10% shall be distributed as compensation to rank-and-file employees. However, if the Company still has an accumulated deficit (including adjustments to undistributed earnings), the amount necessary to cover such deficit shall be reserved in advance. Employee compensation distributed in shares or cash may be extended to qualifying employees of controlled or affiliated companies. | Article 23 | |
| From the pre-tax net income for the year, before deducting employee compensation and director remuneration, the Company shall appropriate not less than 1% as employee compensation and not more than 3% as director remuneration, to be resolved and distributed by the Board of Directors and reported to the shareholders' meeting. Of the foregoing employee compensation ratio, at least 10% shall be allocated as compensation or salary adjustments for rank-and-file employees, or a combination of both. However, if the Company still has an accumulated deficit (including adjustments to undistributed earnings), the amount necessary to cover such deficit shall be reserved in advance. Employee compensation distributed in shares or cash may be extended to qualifying employees of controlled or affiliated companies. | Amended pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act. | |
| Article 25 | ||
| These Articles of Incorporation were established on October 27, 1989. | ||
| First amended on May 17, 1990. | ||
| (Omitted) | ||
| 36th amendment on June 19, 2025. | Article 25 | |
| These Articles of Incorporation were established on October 27, 1989. | ||
| First amended on May 17, 1990. | ||
| (Omitted) | ||
| 36th amendment on June 19, 2025. | ||
| 37th amendment on June 16, 2026. | Added the amendment date and amendment sequence number. |
35
Annex 8 —2026 Restricted Stock Award Plan
Article 1 — Purpose
In order to attract and retain the professional talent required by the Company, foster and enhance employee commitment and loyalty, achieve the Company's operational objectives and Environmental, Social and Governance (ESG) results, and create value for the Company and its shareholders, the Company hereby formulates this Restricted Stock Award Plan pursuant to Article 267, Paragraph 9 of the Company Act and the relevant provisions of the Regulations Governing the Offering and Issuance of Securities by Issuers.
Article 2 — Issuance Period
The shares may be issued in one or more tranches within two (2) years from the date the regulatory authority's notice of approval becomes effective, based on actual operational needs. The actual issuance date(s) shall be determined by the Chairperson as authorized by the Board of Directors.
Article 3 — Employee Eligibility and Maximum Subscribable Shares
I. Employee Eligibility
Eligible employees are those employed by the Company and its domestic or overseas controlled or affiliated companies who meet specified performance criteria. The actual list of eligible employees and the number of shares each may subscribe shall be determined by the Chairperson after considering factors such as length of service, job grade, work performance, overall contribution, special merit, and other relevant management conditions. For employees with managerial status, the matter must first be approved by the Compensation Committee; for non-managerial employees, it must first be approved by the Audit Committee — in both cases before final approval by the Board of Directors.
II. Maximum Subscribable Shares
The cumulative number of shares that may be subscribed by a single employee under employee stock warrants issued pursuant to Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Issuers, plus the cumulative number of restricted shares received by the same employee, may not exceed three-thousandths (3/1000) of the Company's total issued shares. Furthermore, such aggregate amount, when combined with shares subscribable under employee stock warrants issued pursuant to Article 56, Paragraph 1 of the same Regulations, may not exceed 1% of the Company's total issued shares. Exceptions may apply if approved on a case-by-case basis by the competent authority of the relevant industry.
Article 4 — Total Number of Shares to Be Issued
The maximum number of restricted shares to be issued under this Plan is 5,000,000 common shares, with a par value of NT$10 per share, for a total of NT$50,000,000.
Article 5 — Terms and Conditions of Issuance
I. Issue Price
NT$10 per share.
II. Vesting Conditions
An employee must remain employed for at least one full year after subscribing to restricted shares, must not have violated any confidentiality or restrictive covenants during such period, and must have achieved the specified corporate and individual performance targets, in order to vest in 100% of the shares.
(I) Corporate Performance Target: Annual revenue or pre-tax profit for the most recent fiscal year (as audited and certified by a CPA) must have increased by at least 10% compared to the prior year.
(II) Individual Performance Target: The employee's annual performance review and work results must have attained an individual performance rating of 'B' or above as defined by the Company.
III. Type of Shares
Common shares of the Company.
IV. Treatment of Unvested Shares
(I) If an employee fails to meet the vesting conditions, the Company shall repurchase the restricted shares at the issue price and cancel them in accordance with applicable law.
(II) In the event of general separation from service (including voluntary resignation, termination, severance, retirement, or death) during the vesting period, the employee's vesting rights shall lapse as of the date of such event. Restricted shares subscribed but not yet vested shall be repurchased by the Company at the issue price and cancelled.
(III) An employee on approved leave of absence during the vesting period shall have his or her rights restored as of the date of return to work; however, the vesting period shall be extended by the duration of such leave.
(IV) If an employee becomes physically disabled due to an occupational accident and is unable to continue employment during the vesting period (including death in the line of duty), any unvested restricted shares shall be deemed to have satisfied all vesting conditions as of the effective date of separation or the date of death.
Article 6 — Rights Restricted Prior to Vesting
I. Following an employee's subscription of restricted shares but prior to the satisfaction of vesting conditions, all such shares shall be deposited in full with an institution designated by the Company for trust custody. The employee may not, for any reason or by any means, request the trustee to return the restricted shares, and may not sell, pledge, transfer, gift, mortgage, or otherwise dispose of such shares.
II. Rights pertaining to attendance, proposal, speech, and voting at shareholders' meetings shall be exercised in accordance with the trust custody agreement.
III. Except for the restrictions described above, all other rights with respect to restricted shares prior to vesting, including but not limited to: rights to dividends, bonuses, capital surplus distributions, and preemptive rights in cash capital increases, shall be the same as those applicable to the Company's existing issued common shares.
Article 7 — Subscription Procedures
I. Upon an employee's subscription of restricted shares, the Company shall register the subscribed shares in its shareholder register and deliver the newly issued common shares through book-entry transfer. The shares shall then be deposited in trust custody during the restricted vesting period pursuant to the terms of the trust agreement.
II. The restricted shares issued under this Plan shall be registered with the competent authority for change of registration in accordance with applicable law.
Article 8 — Confidentiality and Restrictive Covenants
I. Employees who subscribe to restricted shares are obligated to comply with confidentiality requirements and shall not, except as required by law or requested by a regulatory authority, disclose the number of shares subscribed or any related information. If an employee is found to have violated such obligations and the Company determines that the violation is material, such employee shall immediately forfeit the right to receive any unvested restricted shares, and the Company shall have the right to repurchase those shares at the issue price and cancel them.
II. If an employee who has subscribed to restricted shares violates the Company's employment contract, work rules, or employee management regulations, the Company shall have the right to repurchase any unvested restricted shares at the issue price and cancel them.
Article 9 — Other Important Matters
I. This Plan shall become effective upon approval by at least two-thirds of all directors present at a Board meeting at which more than one-half of the total directors are in attendance, and shall also be subject to regulatory authority approval. Any amendments to this Plan prior to issuance shall be subject to the same procedures. If subsequent amendments are required due to changes in laws or regulatory review requirements, the Chairperson is authorized to revise this Plan, subject to subsequent ratification by the Board of Directors before issuance.
II. Any matters not addressed in this Plan shall be handled in accordance with applicable laws and regulations.
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Annex 9 — List of Directors Exempted from Non-Competition Restrictions
| Title | Name | Concurrent Positions at Other Companies |
|---|---|---|
| Director | Huang Chiu Yung | Chairperson, ICHIA HOLDINGS (B.V.I) CO., LTD. Chairperson, ICHIA USA INC. Director, ICHIA RUBBER INDUSTRY (M) SDN BHD Chairperson, ICHIA UK LTD. Chairperson, ICHIA HOLDINGS (H.K.) CO., LTD. Director, ICHIA Technologies Malaysia Sdn. Bhd. Chairperson, Ferrari Investment Co., Ltd. Chairperson, Creative Investment Co., Ltd. Director, Sitronix Technology Corp. |
| Director | Huang Li-Lin | General Manager, ICHIA HOLDINGS (B.V.I) CO., LTD. Director, ICHIA USA INC. Director, ICHIA RUBBER INDUSTRY (M) SDN BHD Director and Manager, ICHIA Technologies Hungary Ltd. Director, ICHIA Electronics (Suzhou) Director, Zhongshan Yiyong Electronics Co., Ltd. Director, ICHIA HOLDINGS (H.K.) CO., LTD. Chairperson, Shuangjie Investment Co., Ltd. |
| Director | Tseng Kung-Sheng | Chairperson and General Manager, ICHIA Electronics (Suzhou) Chairperson and General Manager, Zhongshan Yiyong Electronics Co., Ltd. Chairperson, ICHIA Technologies Malaysia Sdn. Bhd. |
| Director | Huang Tzu-Hsuan | Supervisor, Creative Investment Co., Ltd. Senior Software Engineer, Moon Creative Lab, Inc. |
| Independent Director | Hsu Yu-Tung | Chairperson and General Manager, Sitronix Technology Corp. Chairperson, Super-X Technology Corp. Chairperson, Sukernel Technology Corp. Chairperson, Jinghong Microelectronics (Shanghai) Co., Ltd. Chairperson, Dongguan Sitronix Semiconductor Co., Ltd. |
| Independent Director | Liu Zhi-Hong | Representative, Jianxing Material Technology Co., Ltd. Representative, Jun Yan Co., Ltd. Representative, Xinyang Semiconductor Co., Ltd. Representative, Changchun Enterprise Management Co., Ltd. Representative, BVI Ke Sheng Co., Ltd. Director, Changchun Biomedical Co., Ltd. Director, Shunlai Enterprise Management Consulting Co., Ltd. Director, Changchun Business Hotel Co., Ltd. Supervisor, Shuoren Lixin Co., Ltd. Representative, Anjie No. 1 Investment Co., Ltd. Independent Director, Xunque Machinery Co., Ltd. |
| Independent Director | Hsu Wan-Lung | Advisor, Hsinchu City Enterprise Managers Association Advisor, NTHU Digital Economy Technology Innovation R&D and Application Project Vice Chairman, Chinese Intellectual Property Trading Service Association |
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Appendix 1 — Director Election Procedures
(Revised: July 20, 2021)
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The election of the Company's directors shall be conducted in accordance with these Procedures, except as otherwise provided by law or the Articles of Incorporation.
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The election of the Company's directors shall be conducted using the single non-transferable cumulative voting method. Each share carries voting rights equal to the number of directors to be elected, and such votes may be concentrated on one candidate or distributed among several candidates.
The Board of Directors shall prepare ballots equal in number to the directors to be elected, with the voting weight indicated on each ballot, and shall distribute them to the shareholders in attendance. The voter's name on a ballot may be replaced by the attendance certificate number.
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The election of the Company's directors shall use the candidate nomination system. Shareholders shall elect directors from the list of director candidates at the shareholders' meeting in accordance with the number of positions specified in the Articles of Incorporation. Candidates receiving the most votes shall be elected in descending order. Independent directors and non-independent directors shall be elected simultaneously, with separate calculation of elected seats. In the event that two or more candidates receive the same number of votes and there are insufficient seats for all such candidates, the tie shall be broken by lot. If any tied candidate is not present, the Chairperson shall draw the lot on his or her behalf.
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Prior to the commencement of the election, the Chairperson shall designate a certain number of vote inspectors and vote counters to perform their respective duties. Vote inspectors must be shareholders of the Company. Ballot boxes shall be prepared by the Board of Directors and shall be publicly verified by the vote inspectors prior to the commencement of voting.
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A ballot shall be invalid in any of the following circumstances:
(1) The ballot was not prepared by a person with the authority to convene the meeting.
(2) A blank ballot was placed in the ballot box.
(3) The writing on the ballot is illegible or has been altered.
(4) The name written on the ballot does not match any candidate on the director candidate list.
(5) Any text other than the distribution of voting rights was written on the ballot.
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Upon completion of voting, the ballots shall be counted on the spot. The Chairperson shall announce the list of elected directors and their respective vote totals on the spot.
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These Procedures shall come into effect upon approval by a resolution of the shareholders' meeting. The same applies to any amendments.
Appendix 2 — Articles of Incorporation(Before Amendment)
Chapter I General Provisions
Article 1 The Company has been duly incorporated in accordance with the Company Act and titled 製鶏科技股份有限公司 with an English name of ICHIA TECHNOLOGIES, INC.
Article 2 The business of the Company shall include the following areas:
- CC01080 Electronics Components Manufacturing
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
- CC01110 Computer and Peripheral Equipment Manufacturing
- F113050 Wholesale of Computers and Clerical Machinery Equipment
- F119010 Wholesale of Electronic Materials
- CA04010 Surface Treatments
- CC01060 Wired Communication Mechanical Equipment Manufacturing
- CC01070 Wireless Communication Mechanical Equipment Manufacturing
- CQ01010 Mold and Die Manufacturing
- CE01030 Optical Instruments Manufacturing
- F601010 Intellectual Property Rights
- CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
- F401021 Restrained Telecom Radio Frequency Equipment and Materials Import.
- F401010 International Trade.
- ZZ99999 All business items that are not prohibited or restricted by law, except those subject to special approval.
Article 3 The Company may invest in domestic and overseas business entities subject to resolutions by the Board of Directors. In case of a shareholder of limited liability in the invested companies, the total cost of invested businesses is not subject to the restrictions imposed under Article 13 of The Company Act (i.e. 40% of paid up capital).
Article 4 The headquarters of the Company is located in Taoyuan City, Taiwan, R.O.C. If the Company considers it necessary, it may, with a resolution adopted at a meeting of the Board of Directors, set up branches or offices in Taiwan and foreign countries.
Article 5 The Company may make guarantees externally for business-related purposes. This shall be carried out in accordance with the Company's Procedures for Endorsement and Guarantee.
Chapter II Shares
Article 6 The Company's capital is set at NT$6 billion divided into NT$600 million shares at a par value of NT$10. Unissued shares among them are authorized to the Board of Directors to issued in installments.
An amount of NT$300 million of the total capital referred in the preceding paragraph is reserved for issuance of stock warrants, including employee stock options and corporate bonds with warrants, totaling 30 million shares at a par value of NT$10. The stock warrants may be issued in installments upon resolution of the Board of Directors.
Article 6-1 If the Company plans to transfer the shares repurchased by the Company to employees at a price lower than the actual average price of repurchase, the resolution to be made thereto shall be adopted by a large majority representing two thirds or more of the votes at a most recent shareholders' meeting attended by shareholders representing a majority of the total number of issued shares in accordance with Article 10-1 of the "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies".
Article 6-2 If the Company plans to issue employee stock options at a price lower than the closing price on the issue date, the resolution adopted at the shareholders' meeting is required for the issuance in accordance with Articles 56-1 and 76 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.
Article 6-3 The transferee of the shares repurchased by the Company according to laws, the recipient of the issued employee stock options and employee restricted stocks, and the employee who may subscribe newly issued shares may include the employees of the controlled or affiliated companies of the Company. The Board of Directors may be authorized to resolve the conditions and distribution
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methods thereof.
Article 7
All the stocks of the Company are registered and must be signed by or affixed with the stamps of at least three directors. The stocks may be released only after they are authenticated by the competent authority or its designated issue and registration organs. After issuing shares to the public, the Company may be exempted from printing any share certificate for the shares issued, but the shares shall be registered with the centralized securities depository enterprises.
Article 8
The transfer of shares shall cease within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by, the Company for distribution of dividends, bonus or other benefits.
Chapter III
Shareholders’ Meeting
Article 9
Shareholders’ meetings are held in the form of either regular or special meeting. The regular meeting is held once every year, and the Board of Directors shall convene the regular meeting within six (6) fiscal after the close of each fiscal year. Special meetings shall be convened in accordance with the law if necessary. The shareholders’ meeting may be held in the form of a video conference or in other ways promulgated by the central competent authority.
With regards to the convention of shareholder’s meetings, the Company is required to notify all shareholders at least thirty (30) days before a regular shareholders’ meeting or fifteen (15) days before a special shareholders’ meeting with details including the date and venue of the meeting and the reasons for the convention.
Notice of convention may be given through electronic means with the consent of the respondents. The notice of convention referred to in the preceding paragraph may be delivered to the shareholders holding the registered share certificates in a number less than 1,000 shares by way of public announcement.
Article 10
Any shareholder who is unable to attend the shareholders’ meeting in person may appoint a proxy to attend each session of the General Meeting by presenting the authorization of proxy document prepared by the Company indicating the scope of authorization. Except for trust enterprises or stock agencies approved by the competent authority, when a person acts as the proxy for two or more shareholders, the number of voting powers represented by him/her shall not exceed 3% of the total number of voting shares of the company. Otherwise, the portion of excessive voting power shall not be counted.
The appointment of proxies for attending shareholders’ meetings is subject to the requirements of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” published by the competent authority.
Article 11
Shareholders are entitled to one voting right for each share held, except those who are under restriction or have no voting right as stated in Article 179, Paragraph 2 of the Company Act.
Article 12
Resolutions at a shareholder’s meeting, unless otherwise specified by the laws, shall be adopted by a majority of the shareholders present, who represent more than half of the total number of the Company’s outstanding shares, and shall be executed based on the majority of the voting rights of the attending shareholders.
Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting. The meeting minutes should accurately record the year, month, day, and place of the meeting, a summary of the discussions and voting results, the chair’s name, and the methods of resolution. They should be distributed to all shareholders of the Company within twenty days after the close of the meeting. The meeting minutes should be kept for the duration of the existence of the Company.
The meeting minutes referred to in the preceding paragraph may be produced and distributed in electronic form. The minutes may be distributed by public announcement.
Chapter IV
Directors, Audit Committee
Article 13
The Company shall have 7 to 9 directors at a term of office for three years. Election of directors is subject to the candidates nomination system. Directors are elected from the candidates list at the shareholders’ meeting and are eligible for re-election. Article 195 is applicable to the expiration of the term of office.
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There shall be at least 3 independent directors of the seats of directors referred to in the preceding paragraph. Independent directors and non-independent directors should be elected at the same time, but their respective elected numbers shall be calculated separately.
Exercise of the powers of the independent directors and other matters to be followed shall be subject to relevant laws and regulations.
Article 14
The Company has set up the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act to take the responsibility for exercising the supervisors' powers specified in the Company Act, the Securities and Exchange Act, and any other relevant laws and regulations.
The Audit Committee shall be composed of the entire number of independent directors. One of the independent directors shall be the convener and at least one of whom shall have accounting or financial expertise.
The Company may set up Remuneration Committee and, depending on the requirements of the business, establish other functional committees. Their organizational charter shall be established by the Board of Directors.
Article 15
The Board of Directors shall consist of directors. The Board of Directors shall elect a chairman and a vice chairman from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman shall externally represent the Company.
Article 16
Where the chairman of the Board of Directors is on leave or cannot exercise his/her powers or perform his/her duties for whatever reasons, an acting chairman shall be designated in accordance with Article 208 of the Company Law.
Article 17
Except for the first meeting of each term of the Board of Directors, which shall be convened in accordance with Article 202 of the Company Act, Board meetings shall be convened by the chairman, who shall act chair of the meeting. Unless otherwise provided for in the Company Act, the resolutions at the meeting of the Board of Directors shall be adopted by a majority of the directors at a meeting at which more than half of the directors are present.
Where a director is unable to attend the Board meeting in person for whatever reasons, he/she may appoint another director as his/her proxy to attend the meeting by issuing a letter of attorney pursuant to Article 205 of the Company Act. Each director may act as a proxy for only one director.
The Board meeting of the Company shall be convened at least once a quarter. A special meeting may be held if necessary.
Board meetings shall be convened with the reason for convention stated in a meeting notice to be delivered to respective directors seven day prior to the meeting. However, in case of emergency, a Board meeting may be convened at any time.
Article 18
The written meeting notice can be replaced with faxes or emails.
Article 19
The powers of the Board of Directors shall be subject to Article 202 of the Company Act.
(Deleted)
Article 20
Remuneration shall be paid to directors for their execution of the Company's business. The criteria of the payment shall be determined in consideration of the directors' participation in the Company's operations and the value of their contributions, and shall not exceed the payment criteria determined by job grade as specified in the management rules of the Company. The Board of Directors is authorized to discuss and approved the remuneration to directors.
Article 20-1
The Company may take out liability insurance for the directors and major personnel with respect to the circumstances in which they may incur claim for damage compensation raised by a stakeholder arising from fulfillment of their duties during their term of office.
Chapter V
Managerial Officers
Article 21
The Company shall have a general manager and a number of deputy general managers and managers. Their appointment, discharge and remuneration shall be subject to Article 29 of the Company Act.
Chapter VI
Accounting
Article 22
The Company shall: The Board of Directors shall prepare the (1) business report; (2) financial report; and (3) earnings distribution or loss make-up proposal at the end of each fiscal year and submit them to the shareholders' meeting for ratification in accordance with statutory procedures.
Article 23
From the pre-tax net income for the year, before deducting employee compensation and director remuneration, the Company shall appropriate not less than 1% as employee compensation and not more than 3% as director remuneration, to be resolved and distributed by the Board of Directors and
reported to the shareholders' meeting. Of the foregoing employee compensation ratio, at least 10% shall be distributed as compensation to rank-and-file employees. However, if the Company still has an accumulated deficit (including adjustments to undistributed earnings), the amount necessary to cover such deficit shall be reserved in advance. Employee compensation distributed in shares or cash may be extended to qualifying employees of controlled or affiliated companies.
Article 23-1
If there is a profit after tax at the year's final accounting for the current period, the Company shall first make up any cumulative losses (including adjustment of unappropriated retained earnings), and then make a 10% contribution of the balance to the legal reserve, unless the legal reserve reaches the amount of the Company paid-in capital, and also make provision/reversal of special reserves pursuant to laws.
If there is any residual balance, it shall be, together with the undistributed earnings at the beginning of the period (including adjustment of unappropriated retained earnings), used as dividends for shareholders. The Board of Directors shall draft an earning distribution proposal and submit it to the shareholders' meeting for approval.
The Board of Directors determines the Company's dividend policy in accordance with the business plan, investment plan, capital budget and changes in the internal and external environment. The Company may distribute all or part of the distributable earnings for the year based on financial, business and operational considerations. The distribution of earnings may be made in the form of cash or stock dividends, with the percentage of cash dividends distributed being no less than 30% of the total dividends distributed in the year. However, if the shareholders' total dividend is less than NT$0.50 per share, the entire amount may be distributed in the form of stock dividends.
Article 23-2
The Company authorized the Board of Directors to distribute the dividend and bonus, in whole or in part, in the form of cash based on the resolution of a majority of directors at the meeting attended by two-thirds of the total number of directors, and report to the most recent shareholders' meeting.
Article 23-3
Where no loss is incurred to the Company, the Board of Directors is authorized, based on the resolution of a majority of directors at the meeting attended by two-thirds of the total number of directors, to distribute the legal reserve (to the extent of the part exceeding 25% of the paid-in capital) and the capital surplus in compliance with the Company Act, in whole or in part, in the form of cash and report to the most recent shareholders' meeting.
Article 24
Matters not provided for in these Articles of Incorporation shall be governed by the Company Act and relevant laws and regulations.
Chapter VII
Supplementary Provisions
Article 25
These Articles of Incorporation were established on October 27, 1989.
1st amendment on May 17, 1990. 2nd amendment on July 30, 1990.
3rd amendment on June 28, 1992. 4th amendment on August 18, 1992.
5th amendment on February 15, 1993. 6th amendment on June 30, 1995.
7th amendment on December 1, 1995. 8th amendment on May 25, 1996.
9th amendment on August 30, 1996. 10th amendment on June 21, 1997.
11th amendment on May 23, 1998. 12th amendment on June 5, 1999.
13th amendment on June 5, 1999. 14th amendment on May 18, 2000.
15th amendment on May 18, 2000. 16th amendment on May 15, 2001.
17th amendment on May 15, 2001. 18th amendment on May 20, 2002.
19th amendment on April 15, 2003. 20th amendment on June 11, 2004.
21st amendment on May 18, 2005. 22nd amendment on June 23, 2006.
23rd amendment on June 13, 2007. 24th amendment on June 19, 2008.
25th amendment on June 10, 2009. 26th amendment on June 17, 2010.
27th amendment on June 15, 2017. 28th amendment on June 15, 2012.
29th amendment on June 13, 2013. 30th amendment on June 16, 2015.
31st amendment on June 16, 2016. 32nd amendment on June 13, 2017.
33rd amendment on June 14, 2019. 34th amendment on June 12, 2020.
35th amendment on June 20, 2023. 36th amendment on June 19, 2025.
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Appendix 3 — Shareholders’ Meeting Rules of Procedure
Article 1
To establish a good governance system for the Company’s shareholders’ meeting, ensure its sound supervisory functions and strengthen its management capability, these Rules of Procedure (hereinafter referred to as the "Rules") have been adopted pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2
The rules of procedures for the Company’s shareholders’ meeting, except as otherwise provided by laws, regulations or the Articles of Incorporation, shall be governed by the Rules.
Article 3
Unless otherwise provided by laws or regulations, the Company’s shareholders’ meeting shall be convened by the Board of Directors.
For convening a shareholders’ meeting via videoconference, the Company shall state it in the Articles of Incorporation and have it resolved by the board of directors, unless specified otherwise in the Regulations Governing the Administration of Shareholder Services of Public Companies. The videoconference of shareholders shall only be held by a resolution adopted by the board of directors with an attendance of more than two-thirds of the directors and an approval of more than half of the directors present.
Changes to how the Company convenes the shareholders’ meeting shall be resolved by the board of directors, and shall be made no later than the delivery of the shareholders’ meeting notice.
The Company shall prepare electronic versions of the shareholders’ meeting notice, proxy forms, and the materials relating to the subjects and descriptions of rectifications, discussions, election or dismissal of directors and upload these to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders’ meeting or 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ agenda handbook and supplemental meeting materials and upload these to the MOPS 21 days before the date of a regular shareholders’ meeting or 15 days before the date of a special shareholders’ meeting. However, if the Company’s paid-in capital at the end of the most recent fiscal year reaches NT$10 billion or more, or if the Company holds a regular shareholders’ meeting in the most recent fiscal year and the record on the shareholder register shows that the total shareholding ratio under foreigners and China’s funds reaches 30% or more, the transmission of aforementioned electronic files shall be completed 30 days before the commencement of the regular meeting of shareholders. When convening a shareholders’ meeting, the Company shall, 15 days before the scheduled date of the shareholders’ meeting, prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and the stock registrar and transfer agent.
The shareholders’ meeting agenda handbook and supplemental materials under the preceding paragraph shall be provided to shareholders for review as follows on the date the shareholder’s meeting is convened:
i. If convening a physical shareholder’s meeting, the Company shall distribute them on-site at the shareholder’s meeting.
ii. If convening a hybrid shareholder’s meeting, the Company shall distribute them on-site at the shareholder’s meeting and upload the electronic files to the video conferencing platform.
iii. If convening a virtual-only shareholder’s meeting, the Company shall upload the electronic files to the video conferencing platform.
The reasons for convening the shareholders’ meeting shall be specified in the meeting notice and public announcement. With consent of the addressee, the meeting notice may be given in an electronic form. Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2
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of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be listed and described in the reasons for the convening of the meeting, and shall not be proposed as an impromptu motion.
Where re-election of all directors and the date of their assumption of offices are stated in the causes for convening the shareholder meeting, after the completion of the re-election in the meeting such date of their assumption of offices may not be altered by any impromptu motion or other means in the same meeting.
Shareholders holding 1% or more of the total number of outstanding shares of a company may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. Where the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act applies to a proposal put forward by any shareholder, the board of directors may exclude it from the meeting agenda.
Shareholders may propose a recommendation to urge the Company to promote public interests or fulfill its social responsibilities. Only one proposal may be submitted in accordance with the procedure and Article 172-1 of the Company Act, and if more than one proposals are submitted, they shall be excluded from the meeting agenda.
Prior to the date on which share transfer is suspended before the convention of a regular shareholders' meeting, the Company shall give a public notice for acceptance of shareholders' proposals, the method of the proposition in writing or by electronic transmission, the place and the period for acceptance of such proposals; and the period for accepting such proposals shall not be less 10 days.
Shareholders' proposals are limited to 300 words, and if more than 300 words, the proposal will not be included in the agenda.
The shareholder who makes the proposal shall attend the regular shareholders' meeting in person or by proxy, and take part in the discussion of the proposal. Shareholders shall attend the general shareholders' meeting in person or by proxy, and participate in the discussion of the motion.
Prior to the date of notice of the shareholders' meeting, the Company shall inform any shareholder submitting a proposal of the processing result of the proposal, and shall include in the meeting notice any proposal that meets the requirements of this Article. At the shareholders' meeting, the board of directors shall explain the reasons
for any shareholder's proposal not included in the meeting agenda.
Article 4
Each shareholder may present the authorization of proxy document prepared by the Company with the scope of authorization defined to appoint a proxy to attend each session of the shareholders' meeting.
One shareholder may appoint one proxy and present one authorization of proxy and such document shall be delivered to the Company five days prior to the scheduled date of the shareholders' meeting. Where duplicate copies of the authorization of proxy are delivered, the earliest one delivered shall prevail. However, this is not applicable if a declaration is made to cancel the earlier appointment of proxy.
After the delivery of the authorization of proxy to the Company, any shareholder who desires to attend the meeting in person or cast the vote in written or electronic form shall inform the Company for the revocation of the authorization in writing two days prior to the scheduled date of the meeting. In the event of any such notice sent beyond the time limit, votes cast by the proxy at the meeting shall prevail.
After the delivery of the authorization of proxy to the Company, any shareholder who desires to attend the meeting in the form of a videoconference shall inform the Company for the revocation of the authorization in writing two days prior to the scheduled date of the meeting. In the event of any such notice sent beyond the time limit, votes cast by the proxy at the meeting shall prevail.
Article 5 (Principles for place an time of shareholders' meetings)
The shareholders' meeting shall be held at the location where the Company is headquartered or a location convenient for the shareholders to attend the meeting and suitable for convention of the shareholders' meeting. The start time of the meeting shall be no earlier than 9 a.m. and no later than 3 p.m. Any decision regarding the location and time of the meeting shall adequately take into account the opinions of independent directors.
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The restrictions on the venue of the meeting as referred to in the preceding paragraph shall not apply when the Company convenes a virtual shareholders' meeting.
Article 6 (Preparation of attendance book and other documents)
The Company shall specify in the notice of shareholders' meeting the time when shareholder attendance registration will be accepted, the place for attendance registration, and other matters for attention.
The time when shareholder attendance registration will be accepted, as stated in the preceding Paragraph, shall be at least 30 minutes prior to the start of the meeting. The place for attendance registration shall be clearly marked, and a sufficient number of competent personnel shall be assigned to handle the registration. For virtual shareholders' meetings, shareholders may begin to register on the video conferencing platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders' meeting in person.
Shareholders shall attend the shareholders' meetings with an attendance card, sign-in card or any other certificate of attendance. The Company may not randomly add requirements for the provision of any certificate other than that presented by the shareholder to attend the meeting. Any solicitor who solicits letters of attorney shall also bring his/her identity documents for verification.
The Company shall provide an attendance book for attending shareholders, or the attending shareholders may hand in a sign-in card instead.
The Company shall furnish attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker's slips, voting slips and other meeting materials. If there is an election of directors, the election ballots shall also be provided.
Where the government or any juridical person is a shareholder, it may be represented by more than one person at the shareholders' meeting. Any juridical person to be present at the shareholders' meeting as a proxy may only send one representative to the meeting.
In the event of a virtual shareholders' meeting, shareholders who wish 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 video conferencing platform at least 30 minutes before the meeting starts, and keep this 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 notice of the shareholders' meeting:
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:
(i) 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.
(ii) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(iii) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting meets the minimum legal requirement for a shareholders' meeting after deducting those represented by shareholders attending the shareholders' meeting virtually, then the shareholders' meeting shall continue. The shares represented by shareholders attending the meeting virtually shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the meeting virtually shall be deemed abstaining from voting on all proposals on the list of proposals to be discussed of that shareholders' meeting.
(iv) 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 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 Paragraph 6, Article 44-9 of the Regulations Governing the Administration of
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Shareholder Services of Public Companies, the Company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
Article 7 (Chair of the shareholders' meeting and personnel in attendance)
If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman. If there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as the chair, or, if there are no managing directors, one of the directors shall be appointed to act as the chair. When the chair does not make a designation, the managing directors or the directors shall appoint one person among themselves to serve as the chair.
Where 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 apply where the representative of a corporate director serves as the chair.
It is advised that any shareholders' meeting convened by the board of directors be chaired by the Chairman in person and be attended in person by over half of the directors, at least one independent director, and at least one representative from each of the functional committees. The attendance shall be recorded in the meeting minutes.
For a shareholders' meeting convened by any other person having the convening right, the said person shall act as the chair of the meeting; however, that if there are two or more persons having the convening right, the chair of the meeting shall be elected from among these persons.
The Company may appoint attorneys, certified public accountants or related personnel to attend the shareholders' meeting as observers.
Article 8 (Audio or video recording of shareholders' meeting as evidence)
The Company shall, from the time it starts to accept shareholder attendance registration, make uninterrupted audio and video recordings of the shareholder registration process, the proceedings of the shareholders' meeting, and the voting and vote counting processes.
The aforementioned audio and video data shall be retained for at least one year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action.
When a shareholders' meeting is held virtually, 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 the entire proceedings of the virtual meeting without interruption.
The information as well as the audio and video recording as set forth in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and the 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 video conferencing platform.
Article 9
Shares shall be the basis for counting the attendees at a shareholders' meeting. The quantity of shares represented by the shareholders attending the meeting shall be based on the information on the attendance book, the sign-in card submitted, and the video conferencing platform, plus the votes representing the shares cast in written or electronically.
The chair shall call the meeting to order at the scheduled meeting time and at the same time announce the number of non-voting shares and the number of shares present.
However, when the attending shareholders represent less than a majority of the total number of issued shares, the chair may postpone the meeting twice at most, and the duration of postponement shall not exceed one hour in total. If the shareholders present after the second postponement do not represent at least one third of
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the total number of issued shares, the chair shall announce cancellation of the meeting. In the event of a virtual shareholders' meeting, the Company shall announce such cancellation separately on the video conferencing platform.
If the shareholders present after the second postponement, while still not meeting the quorum, represent at least one third of the total shares issued, a tentative resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act and communicated to the shareholders to notify them that the meeting will be convened again within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting virtually shall re-register with the Company in accordance with Article 5.
If the session is still in progress with the eventual presence of shareholders representing more than half of the total outstanding shares, the chair shall once again propose the tentative resolution to the shareholders' meeting for resolution 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. The relevant proposals (including extempore motions and amendments to the original proposals) shall be subject to voting on a one-by-one basis. The meeting shall proceed in accordance with the set agenda, which may not be changed without a resolution of the meeting.
The provision referred to above is applicable even when the shareholders' meeting is convened by someone other than the board of directors.
The chair may not declare the meeting adjourned before all of the items (including extraordinary motions) on the meeting agenda as set forth in the preceding two paragraphs have been addressed, except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the meeting rules, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, with the consent 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 amendments or impromptu motions put forward by 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 voting, and schedule sufficient time for voting.
Article 11 (Shareholder's speech)
Before any shareholder attending a shareholders' meeting delivers a statement, the shareholder shall submit a speaker's slip containing the subject of his/her statement and his/her account number (or attendance card number) and account name. The chair shall determine the order in which the shareholder delivers his/her statement.
Shareholders who have only prepared the speech memo without taking the floor for delivery of the speech shall be deemed to have not delivered a speech. In case the content of the speech delivered on the floor is irrelevant to the content in the speech memo, the content of the speech shall prevail.
Unless the chair gives consent, no shareholder may deliver his/her statement more than twice on the same proposal, and each statement may not be delivered for more than five minutes. If the shareholder's statement violates the rules or exceeds the scope of the proposal, the chair may stop the delivery of his/her statement. When a shareholder has the floor, all other shareholders shall not interfere unless with the consent of the chair or the shareholder who is taking the floor. Any unrestrained action shall be discouraged by the chair. When a juridical 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 a shareholder in the meeting has expressed an opinion, the chair may respond to the issue personally or appoint a specific person to respond to the issue.
When a virtual shareholders' meeting is convened, the shareholders attending the virtual meeting may raise questions in writing form on the virtual meeting platform, starting from the chair's declaration of opening of the meeting to the chair's declaration of adjournment of the meeting. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words, and 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
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regulations or beyond the scope of a proposal, it is advisable that the questions be disclosed to the public on the virtual meeting platform.
Article 12 (Calculation of voting shares and recusal system)
Shares shall be the basis for counting the votes at a shareholders' meeting.
With respect to any resolution of a shareholders' meeting, the number of shares held by any shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
Where any shareholder has a stake in any proposal at the meeting, and where there is a likelihood that the interests of the Company would be prejudiced as a result, that shareholder may not vote on the proposal and may not exercise voting rights on behalf of 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 the attending shareholders.
Except for a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights of that proxy must not exceed 3% of the voting rights of 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
Shareholders are entitled to one voting right for each share held, except those who are under restriction or have no voting right as stated in Article 179, Paragraph 2, of the Company Act.
The shareholders' meeting of the Company shall allow the exercise of voting rights by electronic means and in writing; in the event that the voting rights are exercised by written or electronic means, the manner of exercise shall be set forth in the notice of the shareholders' meeting. Any shareholder exercising voting rights in written or electronic form will be deemed as having attended the shareholders' meeting in person, but also deemed as having waived his/her rights with respect to the extempore motions and amendments to original proposals at that meeting. It is therefore advised that the Company avoid the submission of extempore motions and amendments to original proposals.
Instructions to exercise written and electronic votes mentioned previously shall be delivered to the Company at least two days before the shareholders' meeting. In the event of duplicate submissions, the earliest submission shall be taken into record. Unless declaration for the revocation of the previous expression of intent is made.
Shareholders who wish to attend the shareholders' meeting in person for online after exercising their voting rights in writing or using electronic methods are required to withdraw their votes using the same method by which the vote was cast in the first place and by no later than two days before the day of shareholder meeting. The written or electronic vote shall prevail if not withdrawn before the cutoff time. If an expression of intent to vote in written or electronic means has been made and at the same time a proxy has been appointed to attend the meeting, the votes cast by the proxy in the meeting shall stand.
Resolution shall be made by a simple majority of the shareholders with voting right in session unless the Company Act or the Articles of Incorporation otherwise specified. At the time of voting, the chair or the person designated by the chair shall first announce the total number of voting rights of the attending shareholders for each proposal, then the shareholders shall vote on each proposal. On the same day after the meeting ends, the results of shareholders' approvals, disapprovals and abstentions shall be entered into the MOPS on the same day of the meeting.
Where there is any amendment or alternative proposal, the chair shall determine the order in which the amended or alternative proposal and the original one are put to a vote. When any one of them is approved, the other proposals will then be deemed rejected, and no further voting shall be required.
The chair shall appoint the staff to supervise the casting of votes and the counting of votes on condition that such staff is a shareholder.
Vote counting for shareholder meeting proposals or elections should be conducted in a public place in the shareholder meeting. Immediately after vote counting has been completed, the results of the voting, including the statistics of the number of voting rights, shall be announced on the spot in the meeting, and recorded.
Where the Company convenes a virtual shareholders' meeting, after the chair declares the opening of the meeting, shareholders attending the meeting virtually shall cast votes on proposals and elections on the
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virtual meeting platform before the chair announces the end of the voting session, otherwise they will be deemed abstained from voting.
In the event of a virtual shareholders' meeting, votes shall be counted at once when the chair announces the end of the voting session, and the results of the votes and elections shall be announced immediately.
Where the Company convenes a hybrid shareholders' meeting and where shareholders who have registered to attend the meeting virtually in accordance with the requirements in Article 5 decide to attend the physical shareholders' meeting in person, they shall revoke their registration 2 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 virtually.
Where shareholders exercise voting rights in writing or electronic means and attend the shareholders' meeting virtually, unless they have withdrawn the declaration of intent, they shall not exercise voting rights on the original proposals, or make any amendments to the original proposals, or exercise voting rights on amendments to the original proposal. The extraordinary proposals are the only exception.
Article 14
The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-the-spot immediately, including the names of those elected as directors and the numbers of votes with which they were elected as well as the names of 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 legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action.
Article 15
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting and shall be distributed to all shareholders of the company within twenty days after the close of the meeting. The minutes may be prepared and distributed electronically.
The Company may distribute the meeting minutes as set forth in the preceding paragraph by means of a public announcement made in the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's name, the methods of ratification, and a summary of the discussions and voting results (including statistics of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The meeting minutes shall be kept 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 starting time and the end time of the shareholders' meeting, how the meeting is convened, the name of the chair and the secretary, actions to be taken in the event of disruption to the video conferencing platform or to the participation in the virtual meeting 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 shareholders' meeting, other than compliance with the requirements described in the preceding paragraph, the Company shall specify in the meeting minutes the alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting.
Article 16 (Public announcement)
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 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
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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 video conferencing platform. The same shall apply whenever new statistics about 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 the regulations of the Taiwan Stock Exchange Corporation, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintenance of order at the venue)
Personnel administering the shareholders' meeting shall wear ID badges or armbands at the venue of the meeting.
The chair may command the proctors or security personnel to assist with the maintenance of order. The proctors or security personnel at the meeting venue assisting with maintenance of order shall carry ID or wear armbands marked "Proctor."
At the place of a shareholders' meeting where loudspeakers are equipped, if a shareholder speaks through any device other than the public address equipment set up by the Company, the chair may terminate his/her/their speech.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructs the proceedings and refuses to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of the meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for use before 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.
The shareholder meeting may, in accordance with the provisions of Article 182 of the Company Act, be resolved to be postponed or resumed within five days.
Article 19 (Disclosure of information on videoconference)
According to the regulations, in the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election on the virtual meeting platform immediately after the end of the voting session, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 (Location of the chair and the recording person at a virtual shareholders' meeting)
When the Company convenes a virtual shareholders' meeting, both the chair and the recording person 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 (Handling of signal interruption)
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 technical communication issues
In the event of a virtual shareholders' meeting, except for circumstances where a meeting is not required to be postponed to or resumed at another time under Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, when declaring the opening of the meeting, the chair shall also announce that 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 30 minutes, the meeting shall be postponed to or resumed on another date within 5 days, in which case Article 182 of the Company Act shall
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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 virtual shareholders' meeting shall not attend the postponed or resumed session.
At a meeting to be postponed or resumed as described in the second paragraph, the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting but do not attend the postponed or resumed session, the number of shares represented by and voting/election rights exercised by these shareholders 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, counted, and the voting results or the list of elected directors and supervisors have been announced.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in the second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue, and no postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting shall continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting 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 the 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 Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
During the dates or period as set forth in the second half of Article 12 and Paragraph 3, Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under the second paragraph.
Article 22
When convening a virtual shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting through video conference. Except in the circumstances set out in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
Article 23
These Rules shall be effective upon the approval of the shareholders' meeting, and the same applies to amendments as well.
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Appendix 4 — Shareholding Status of All Directors
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As of the record date for the suspension of share transfers, the total number of issued shares is 307,536,533. Pursuant to the Regulations Governing the Percentage of Shareholding and Inspection of Directors and Supervisors of Public Companies, the minimum statutory aggregate shareholding required for all directors is 12,301,461 shares.
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The individual and aggregate shareholding status of all directors as recorded in the shareholder register as of the record date for the suspension of share transfers for this Annual General Meeting is as follows, and is in compliance with the requirements of Article 26 of the Securities and Exchange Act.
Record Date for Suspension of Share Transfers: April 18, 2026
| Title | Name | Shares Held as of Record Date |
|---|---|---|
| Chairperson | Huang Chiu Yung | 12,355,089 |
| Vice Chairperson | Huang Li-Lin | 4,707,083 |
| Director | Huang Tzu-Cheng | 1,285,000 |
| Director | Tseng Kung-Sheng | 1,371,000 |
| Independent Director | Huang Chin-Ming | 0 |
| Independent Director | Chen Tai-Jan | 0 |
| Independent Director | Hsu Wan-Lung | 0 |
| Total Shares Held by All Directors | 19,718,172 |