AI assistant
INFINITE — AGM Information 2026
Apr 24, 2026
52677_rns_2026-04-24_2d9be9bf-be25-41ae-9668-7e241ea729ef.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 6958

日盛台駿
INFINITE
Infinite Finance Co., Ltd.
2026 Shareholders’ Meeting
Meeting Handbook
Meeting Time: May 26, 2026 9:00 a.m.
Place: No. 24, Sec. 1, Hangzhou S. Rd., Zhongzheng Dist., Taipei City
(Room 202, GIS MOTC International Convention Center)
Table of Contents
Page no.
Meeting Agenda... 2
I. Reported Matters... 3
II. Matters for Adoptions... 4
III. Matters for Discussion... 5
IV. Election Matters... 6
V. Other Proposals... 7
VI. Extempore Motions... 9
VII. Adjournment... 9
Attachment
- Business Report... 10
- Audit Committee’s Review Report... 15
- Independent Auditors’ Report and Parent Company Only and
Consolidated Financial Statements... 16 - Statement of 2025 Earnings Distribution or Deficit Compensation... 41
- Comparison table for amendments to the Company’s “Articles of
Association”... 42 - List of Directors and Independent Director Candidates... 51
Appendix
- Articles of Association... 60
- The Regulations for Shareholders’ Meetings... 74
- Procedures for Election of Directors... 89
-
Shareholding of Directors... 93
-
1 -
Infinite Finance Co., Ltd.
Agenda of 2026 Shareholders’ Meeting
Time: 9:00 a.m., Tuesday, May 26, 2026
Place: No. 24, Sec. 1, Hangzhou S. Rd., Zhongzheng Dist., Taipei City
(Room 202, GIS MOTC International Convention Center)
Convening Method: Physical Meeting
Meeting Procedure:
Call meeting to order (report of the representing shares)
Chair’s speech
I. Reported Matters
(I) 2025 Business Report.
(II) Audit Committee’s Review Report of the 2025 Financial Statements.
(III) Other Reports.
II. Matters for Adoptions
(I) 2025 Business Report and Financial Statements.
(II) 2025 Earnings Distribution or Deficit Compensation.
III. Matters for Discussion
(I) Capitalization of Capital Surplus and Issuance of New Shares.
(II) Amendment to the Company’s “Articles of Association.”
IV. Election Matters
(I) Election of the 23rd term of the Board of Directors.
V. Other Proposals
(I) Proposal for Removal of Non-Competition Restrictions on Newly Elected Directors.
VI. Extempore Motions
VII. Adjournment
- 2 -
- 3 -
I. Reported Matters
Proposal 1
Cause of motion: 2025 Business Reports.
Description: The Company’s 2025 Business Report, please refer to page 10 to page 14 of this handbook.
Proposal 2
Cause of motion: Audit Committee’s Review Report of the 2025 Financial Statements.
Description: Audit Committee’s Review Report of the 2025 Financial Statements, please refer to page 15 of this handbook.
Proposal 3
Other Reports
- Report on the Implementation of Treasury Stock Buyback.
- 4 -
II. Matters for Adoptions
Proposal 1 (Proposed by the Board of Directors)
Cause of motion: Adoption of 2025 Business Report and Financial Statements.
Description:
-
The Company’s Business Report and Parent Company Only and Consolidated Financial Statements for 2025 have been reviewed and approved by the Audit Committee and the Board of Directors. The Parent Company Only and Consolidated Financial Statements have been audited by CPAs Tung-Ju Hsieh and Chen-Hsiu Yan of Deloitte Taiwan, who completed the audit and issued an unqualified audit report.
-
For the Business Report, Auditor’s Report, and the Individual and Consolidated Financial Statements, please refer to page 10 to page 14 and page 16 to page 40 of this handbook.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Cause of motion: Adoption of 2025 Earnings Distribution or Deficit Compensation.
Description:
-
As of December 31, 2025, the Company’s accumulated deficit amounted to NT$569,266,170. In accordance with Article 239 of the Company Act, the Company proposes to offset the deficit by using the legal reserve of NT$450,577,486 and the capital surplus of NT$118,688,684. Upon completion of the deficit compensation, the remaining accumulated deficit will be NT$0.
-
For the Statement of 2025 Earnings Distribution or Deficit Compensation, please refer to page 41 of this handbook.
Resolution:
III. Matters for Discussion
Proposal 1 (Proposed by the Board of Directors)
Cause of motion: Capitalization of Capital Surplus and Issuance of New Shares.
Description:
-
In accordance with Article 241 of the Company Act, the Company proposes to capitalize NT$201,644,680 from the capital surplus derived from the issuance of shares in excess of par value. This capitalization will involve the issuance of 20,164,468 new shares, each with a par value of NT$10.
-
Based on the shareholder register as of the capital increase record date, 50 bonus shares will be distributed for every 1,000 shares held. Shareholders with fractional shares of less than one full share may, within five days from the ex-rights date when stock transfers are suspended, register with the Company’s stock agent to combine their shares into whole shares. Any remaining fractional shares that cannot be combined will be paid in cash based on their par value in accordance with Article 240 of the Company Act, rounded down to the nearest NTD (amounts below one NTD will be disregarded). The Chairperson is authorized to arrange for specific individuals to purchase the remaining fractional shares at par value. For shareholders who participate in the book-entry transfer for share distribution, any proceeds from fractional shares will be used to cover book-entry transfer expenses.
-
It is proposed that, in the event of future changes to the Company’s share capital that affect the number of outstanding shares and consequently alter the dividend distribution rate, the shareholders’ meeting authorize the Chairperson with full discretion to handle such matters.
-
Upon approval by the Annual General Meeting, the Board of Directors is authorized to determine the record date, the distribution date, and other relevant matters concerning the capital increase.
-
The rights and obligations of the newly issued shares will be identical to those of the existing common shares.
Resolution:
- 5 -
Proposal 2 (Proposed by the Board of Directors)
Cause of motion: Amendment to the Company's "Articles of Association."
Description:
- In response to the Company's operational needs, it is proposed to amend certain provisions of the "Articles of Association."
- For the Comparison table for amendments to the Company's "Articles of Association", please refer to page 42 to page 50 of this handbook.
Resolution:
IV. Election Matters
Proposal 1 (Proposed by the Board of Directors)
Cause of motion: Election of the 23rd term of the Board of Directors.
Description:
- The term of the Company's 22nd Board of Directors (including Independent Directors) will expire on May 28, 2026. A general election for the Board of Directors is proposed to be held at the 2026 Annual General Meeting of Shareholders. Current directors will step down from their positions upon the conclusion of the meeting.
- According to the Company's Articles of Incorporation, a total of 11 directors (including 4 independent directors) shall be elected through a candidate nomination system. The term of the 23rd Board of Directors (including independent directors) shall be three years, commencing from May 26, 2026, and ending on May 25, 2029. Following the election, the Audit Committee will be composed of all independent directors.
- The List of Directors and Independent Director Candidates was approved by the Board of Directors on March 10, 2026. Please refer to page 51 to page 59 of this handbook.
Election Results:
- 6 -
V. Other Proposals
Proposal 1 (Proposed by the Board of Directors)
Cause of motion: Proposal for Removal of Non-Competition Restrictions on Newly Elected Directors.
Description:
-
As stipulated in Article 209 of the Company Act, Directors who engage in business activities on behalf of the Company or on behalf of others within the scope of the Company’s business are obligated to explain the shareholders’ meeting the essential contents regarding such activities and obtain the meeting’s consent.
-
The newly elected directors of the Company, along with their representatives, may invest in or engage in other businesses that are comparable or identical to the Company, and may also serve as directors or the management in such businesses. To align with practical business requirements, it is proposed that the shareholders’ meeting to release non-compete restrictions imposed on the newly elected directors and their representatives with the premise that the Company’s interests are safeguarded.
-
Specifics regarding additional responsibilities held by Directors of the Company in other companies are as follows:
| Title | Name | Names and positions held in other companies | |
|---|---|---|---|
| Director | O-Bank Co., Ltd. | China Bills Finance Corporation | Director and General Manager |
| IBT Management (O-Bank Group) | Director and General Manager | ||
| IBT VII Venture Capital Co., Ltd | Director | ||
| IBT Holdings Corp. | Director and General Manager | ||
| Beijing Sunshine Consumer Finance Co., Ltd. | Director | ||
| Director (Representative of Kuo Yu Investment Development Co., LTD.) | CHU, CHRISTIAN BRIAN | Chang Hong Co., Ltd. | Director |
| Infinite Asia Holdings (Thailand) Co., Ltd. | Director | ||
| Infinite Leasing (Thailand) Co., Ltd. | Director |
- 7 -
| Title | Name | Names and positions held in other companies | |
|---|---|---|---|
| Director | |||
| (Representative | |||
| of Kuo Yu | |||
| Investment | |||
| Development | |||
| Co., LTD.) | LIN, HSIU-JU | Chang Hong Co., Ltd. | Director |
| Infinite Asia Holdings (Thailand) | |||
| Co., Ltd. | Director | ||
| Infinite Leasing (Thailand) Co., Ltd. | Director | ||
| Director | |||
| (Representative | |||
| of O-Bank Co., | |||
| Ltd.) | TIEN, FU-CHANG | O-Bank Co., Ltd. | Vice General Manager |
| Chun Teng New Century Co., Ltd. | Liquidator | ||
| IBTS Holdings (B.V.I.) Ltd | Director | ||
| Director | |||
| (Representative | |||
| of O-Bank Co., | |||
| Ltd.) | LIN CHUH-JANE | O-Bank Co., Ltd. | Senior Associate |
| Director | |||
| (Representative | |||
| of O-Bank Co., | |||
| Ltd.) | HUANG, YING-CHE | An-Nan Investment Co., Ltd. | Director and General Manager |
| Li Hui International Co., Ltd. | Director | ||
| Independent | |||
| Director | CHAN, HOU-SHENG | Cross-Starit Common Market Foundation | President |
| CTCI Advanced Systems Inc. | Director | ||
| Independent | |||
| Director | LIU, HUI-CHUN | Yuanfu Investment Co., Ltd. | President |
| CyberTAN Technology Inc. | Independent Director | ||
| Pacific Construction Co., Ltd. | |||
| Supervisor, Geor Chi Electronics Co., Ltd. | Independent Director | ||
| Independent | |||
| Director | YANG, YU-PING | Medigen Vaccine Biologics Corporation | Vice General Manager |
Resolution:
- 9 -
IV. Extempore Motions
V. Adjournment
Attachment 1
Infinite Finance Co., Ltd.
2025 Business Report
I. Operating Environment
In 2025, driven by robust demand for emerging technology applications such as Global AI and High-Performance Computing, export momentum exceeded expectations. Coupled with stable demand in the semiconductor market and continued strength in equipment investment, private investment maintained a growth trend. According to estimates by the Directorate-General of Budget, Accounting and Statistics (DGBAS), the capital formation growth rate reached 24.58% in the fourth quarter of 2025, signaling sustained corporate investment. Private consumption momentum continued to rise, benefiting from a recovering automotive market and active stock market trading. Statistics show that Taiwan’s GDP growth rate reached 8.63%, a 15-year high. Notably, the fourth-quarter growth rate hit 12.68%, a 38-year single-quarter high, serving as the key driver for the year. Overall economic growth remains steady and expansive, with room for further upward momentum.
II. Operating Results
Taiwan Operations
Infinite Finance focuses its core business on corporate financial leasing, vehicle installment, and long-term vehicle leasing, while actively investing in solar power plants. In 2025, the total business volume in Taiwan reached NTD 23.4 billion. Corporate financial leasing remains the primary focus. However, due to tariffs and geopolitical risks, export orders for traditional industries plummeted and the transportation industry faced a downturn, leading target clients to become more cautious regarding capital expenditure and fixed investments.
For Vehicle Installment, the business structure was strategically adjusted in 2024. Market scale was maintained in the competitive commercial vehicle segment. However, impacted by the Financial Consumer Protection Act in 2025, market momentum was lower than expected, slowing growth in the higher-yield passenger car installment segment. Under the premise of regulatory compliance and risk control, we will prudently promote business development and optimize product structures to balance growth with asset quality.
In Long-term Vehicle Leasing, net assets grew by 8.65%, with the fleet reaching 10,135 units. Despite a 10% decline in the new car market in 2025 (totaling 405,400 units) due to uncertain tariff policies and adjustments to the scrap-and-replace tax reduction policy, transaction volumes remained stable, supporting the development of corporate long-term leasing.
China Operations
In 2025, the business in China was impacted by the broader economic environment, characterized by sluggish domestic demand and a decline in equipment procurement, which dampened corporate investment appetite. To maximize resource allocation, enhance operational efficiency, and strengthen market competitiveness, our two local subsidiaries completed a merger during the year. This integration allows us to focus deeply on our operating hubs in the Yangtze River Delta and Pearl River Delta. Our overall credit policy remained conservative, with strict controls implemented to maintain stable asset quality. As of the end of 2025, the total outstanding credit balance stood at RMB 4.125 billion. In the face of market challenges, the company continues to bolster asset management and risk control mechanisms, keeping a close watch on market fluctuations to ensure steady and sustainable operations.
Thailand Operations
Infinite Leasing (Thailand) was established in Bangkok in May 2024 and officially commenced operations in June. In 2025, the business volume reached THB 990 million, with a strategic focus on commercial vehicle and equipment leasing. Despite challenges such as border conflicts and political instability in Thailand, the company adopted a "stability-first" operating policy. We prioritized risk management as our primary consideration, prudently cultivating the local market and expanding our footprint at a steady pace.
Green Energy Business
Since the subsidiary formerly known as JihSun Auto Leasing Co., Ltd was rebranded as Infinite Energy Solutions. in September 2023, the company has aggressively expanded through acquisitions and collaborative solar power plant projects. By the end of 2025, the cumulative contracted investment capacity reached 44.9 MW, with
- 11 -
an estimated annual power generation of 28.94 million kWh. As the scale of operations continues to grow, we remain committed to enhancing the efficiency of our renewable energy investments. We strive to fulfill our Corporate Social Responsibility (CSR) by driving low-carbon transition and contributing to global environmental sustainability.
III. Future Outlook
Taiwan Market
Looking ahead to 2026, as the overall economic environment gradually returns to normalized growth, major institutions maintain a cautiously optimistic stance on the medium-term economic outlook. The Directorate-General of Budget, Accounting and Statistics (DGBAS) projects Taiwan's economic growth rate to be approximately 3.54% for 2026. Meanwhile, the International Monetary Fund (IMF) expects global economic growth to reach around 3.3%, signaling that global growth momentum remains resilient. At the industry level, traditional manufacturing is poised for a recovery, driven by the Taiwan-U.S. tariff agreement—which sees rates reduced to 15%—and a wave of inventory replenishment. These factors are expected to bolster corporate willingness to invest in fixed assets. Simultaneously, export momentum for technology applications and AI-related industries remains strong. Supported by favorable policies and robust market demand, these sectors continue to show significant growth potential heading into 2026.
In 2026, Infinite Finance remains committed to navigating market fluctuations and industrial cycles with a prudent approach. Regarding our strategic layout in Taiwan, we uphold the core principle of balancing stable operations with rigorous risk management. Our goal is to enhance business expansion efficiency while simultaneously prioritizing asset quality management to consolidate our core businesses. Through specialized division of labor and organizational optimization, we will deepen our presence in the corporate finance, installment, and green energy markets. By improving product mix efficiency and increasing market penetration, we aim to build a diversified profit structure that will serve as a vital engine for the Company's sustainable growth.
- 12 -
China Market
The year 2026 marks the inaugural year of the "15th Five-Year Plan" in Mainland China. The market is expected to maintain its trajectory of "seeking progress while maintaining stability," with a heightened focus on industrial optimization and high-quality development. As "steady growth" policies take full effect, growth will be concentrated in key sectors such as technological innovation, advanced manufacturing, and modern services. Overall, the market is projected to sustain a steady development trend throughout 2026. In response to market shifts, the Company will prioritize stable growth and the optimization of asset quality. We will continue to strengthen our risk management mechanisms, enhance professional precision in our operations, and improve overall performance. These efforts are designed to build a robust foundation for the Company's long-term development in the region.
Thailand Market
In 2026, the Thai economy will continue to be weighed down by global economic uncertainties, including the strengthening of the Thai Baht, political instability, tariff pressures from the United States, and delays in public investment schedules. Consequently, the Ministry of Finance of Thailand projects a GDP growth rate of 2.0% for 2026, marking a three-year low. In response, our Thai operations will primarily pivot toward domestic-demand-oriented business, with a strategic focus on unlocking the growth potential of equipment leasing. We will dynamically adjust our business strategies to capitalize on opportunities arising from supply chain shifts. Simultaneously, we will continue to advance our commercial vehicle business. By integrating with the National Credit Bureau (NCB) system, we will strengthen risk assessment and credit rating capabilities within the commercial vehicle leasing market, thereby enhancing the efficiency of our underwriting and approval processes.
Green Energy Business
In our green energy business, we will leverage our existing power plant investment base as the core of our operations. Our strategy is gradually shifting from scale expansion toward enhanced asset management and operational efficiency. By implementing resource integration and standardized management mechanisms, we aim to optimize operations and maintenance processes as well as cost structures,
- 13 -
thereby strengthening the long-term, stable profitability of our power plants. Concurrently, in response to evolving energy market trends, we will prudently evaluate development opportunities in related fields, such as energy storage systems and green power applications. We aim to progressively enhance our energy asset allocation portfolio, increasing both product diversity and operational resilience.
Corporate Commitment and Strategic Conclusion
Infinite Finance is dedicated to the continuous optimization of corporate governance, the promotion of sustainable development, and the philosophy of integrity-based management. We strive to fulfill our corporate social responsibility (CSR) to further enhance our corporate competitiveness and brand value. Regarding our business development strategy, we will continue to develop diversified products and optimize our product mix, thereby increasing service value-add and customer stickiness. Simultaneously, we will proactively expand our market share in corporate financial leasing, long-term vehicle leasing, and green energy businesses within the Taiwan market to consolidate the competitive advantages of our core operations. In terms of international expansion, we will continue to advance our development in Southeast Asian markets, strengthening regional resource integration and risk diversification mechanisms to build a diversified operational landscape. Infinite Finance will uphold the principle of "seeking progress while maintaining stability" to continuously deepen and reinforce our core competitiveness. We maintain a prudent yet positive outlook for our operational performance in 2026.
- 14 -
Attachment 2
Infinite Finance Co., Ltd.
Audit Committee Review Report
The Company has prepared 2025 Business Report, Parent Company Only and Consolidated Financial Statements, and the Statement of Earnings Distribution or Deficit Compensation. Parent Company Only and Consolidated Financial Statements have been audited by Tung-Ju Hsieh and Chen-Hsiu Yan of Deloitte Taiwan, with an audit report issued.
After review by the Audit Committee, no discrepancy was detected in the statements above. Therefore, we file the report above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.
To
2026 General Shareholders' Meeting of Infinite Finance Co., Ltd.
For review by Infinite Finance Co., Ltd.
Audit Committee Convener: KUNG, CHUN-CHI
March 10, 2026
Attachment 3
Infinite Finance Co., Ltd.
Financial Statements for the Years Ended December 31, 2025 and 2024 and Independent Auditors' Report
- 16 -
- 17 -
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Infinite Finance Co., Ltd.
Opinion
We have audited the accompanying financial statements of Infinite Finance Co., Ltd. (the "Company"), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters in our audit of the financial statements for the year ended December 31, 2025 are stated as follows:
Impairment Assessment of Notes and Accounts Receivables
The Company is mainly engaged in various types of vehicle installment and financial leasing businesses. As of December 31, 2025, the net amount of notes and accounts receivables was $30,870,339 thousand, accounting for 65% of the total assets, which is significant to the financial statements. When management assesses the impairment of notes and accounts receivables, it considers historical experience, existing market conditions as well as forward looking estimates to formulate assumptions on probability of default and loss given default. Where the actual future cash inflows are less than expected, a material impairment loss may arise. The assessment of notes and accounts receivables involves many significant judgments such as accounting estimates and management assumptions; therefore, it was identified as a key audit matter in 2025. Please refer to Note 4 to the financial statements for the accounting policies, Note 5 for significant accounting judgments and key sources of estimation uncertainty, and Note 8 for the relevant information on the impairment of notes and accounts receivables.
Our audit procedures for the above key audit matter included the following:
- We understood the policies on impairment of notes and accounts receivables and related internal controls.
- We assessed the rationality of the adopted probability of default and loss given default for the assessment model of impairment losses on notes and accounts receivables.
- We selected samples to calculate the allowance for impairment loss based on the impairment policy of the Company.
Evaluation of Impairment Loss of Goodwill
The goodwill of the Company was generated from the merger of IBT Leasing Co., Ltd. When management assesses whether the goodwill is impaired, the assessment must identify the cash-generating unit and determine the appropriate discount rate used to calculate the present value. The evaluation of impairment loss of goodwill involves the management's significant judgments and estimates; therefore, it was identified as a key audit matter in 2025. Please refer to Note 4 to the financial statements for the accounting policies, Note 5 for significant accounting judgments and key sources of estimation uncertainty, and Note 13 for the relevant information on the impairment loss of goodwill.
Our audit procedures for the above key audit matter included the following:
- We understood the expertise and competency of external expert was reliable. We obtained an independence statement from the external expert to confirm the objectivity, and obtained a goodwill impairment assessment report issued by external experts.
-
We evaluated the appropriateness of the external expert's methodology and related assumptions (discount rate, etc.) used in the goodwill impairment assessment.
-
18 -
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
19 -
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the components of the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Tung-Ju Hsieh and Chen-Hsiu Yang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 20, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.
- 20 -
INFINITE FINANCE CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4, 6 and 26) | $ 1,094,886 | 3 | $ 219,088 | 1 |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 7) | 112,184 | - | 143,602 | - |
| Notes and accounts receivables, net (Notes 4, 8 and 26) | 24,394,316 | 51 | 27,462,424 | 52 |
| Other receivables (Note 26) | 73,794 | - | 145,570 | - |
| Current tax assets (Notes 4 and 20) | 45,755 | - | 76,377 | - |
| Other current financial assets (Note 27) | 901,586 | 2 | 933,856 | 2 |
| Other current assets | 83,194 | - | 99,992 | - |
| Total current assets | 26,705,715 | 56 | 29,080,909 | 55 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 9) | 21,708 | - | 28,728 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7) | - | - | 201,122 | - |
| Investments accounted for using the equity method (Notes 4 and 9) | 9,993,216 | 21 | 10,999,504 | 21 |
| Property and equipment (Notes 4, 10, 26 and 27) | 106,095 | - | 219,112 | 1 |
| Right-of-use assets (Notes 4, 11 and 26) | 36,887 | - | 43,941 | - |
| Investment properties (Notes 4, 12, 26 and 27) | 560,980 | 1 | 562,996 | 1 |
| Goodwill (Notes 4 and 13) | 3,199,794 | 7 | 3,199,794 | 6 |
| Other intangible assets (Notes 4 and 14) | 408,527 | 1 | 407,400 | 1 |
| Deferred tax assets (Notes 4 and 20) | 138,065 | - | 82,166 | - |
| Long-term notes and accounts receivables, net (Notes 4 and 8) | 6,476,023 | 14 | 8,136,348 | 15 |
| Other non-current assets (Notes 15 and 26) | 23,646 | - | 24,164 | - |
| Total non-current assets | 20,964,941 | 44 | 23,905,275 | 45 |
| TOTAL | $ 47,670,656 | 100 | $ 52,986,184 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 16, 26 and 27) | $ 6,343,000 | 13 | $ 9,005,000 | 17 |
| Short-term bills payable (Note 16) | 11,747,560 | 25 | 7,790,301 | 15 |
| Notes and accounts payable | 98,775 | - | 149,716 | - |
| Other payables (Note 26) | 261,936 | 1 | 294,239 | 1 |
| Current tax liabilities (Notes 4 and 20) | - | - | 4,069 | - |
| Lease liabilities - current (Notes 4, 11 and 26) | 19,702 | - | 28,689 | - |
| Current portion of long-term borrowings (Notes 16, 26 and 27) | 9,750,000 | 20 | 16,040,000 | 30 |
| Guarantee deposits received - current (Notes 12 and 26) | 1,392,841 | 3 | 1,310,671 | 3 |
| Other current liabilities | 36,974 | - | 172,663 | - |
| Total current liabilities | 29,650,788 | 62 | 34,795,348 | 66 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 16 and 27) | 7,250,000 | 15 | 6,877,000 | 13 |
| Deferred tax liabilities (Notes 4 and 20) | 484,503 | 1 | 704,271 | 1 |
| Lease liabilities - non-current (Notes 4, 11 and 26) | 17,707 | - | 16,309 | - |
| Net defined benefit liabilities - non-current (Notes 4 and 17) | 10,347 | - | 14,744 | - |
| Guarantee deposits received - non-current (Notes 12 and 26) | 123,867 | 1 | 327,915 | 1 |
| Total non-current liabilities | 7,886,424 | 17 | 7,940,239 | 15 |
| Total liabilities | 37,537,212 | 79 | 42,735,587 | 81 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||
| Share capital | ||||
| Ordinary shares | 4,032,894 | 8 | 3,734,161 | 7 |
| Advance receipts for share capital | 900,000 | 2 | - | - |
| Total share capital | 4,932,894 | 10 | 3,734,161 | 7 |
| Capital surplus | 5,229,817 | 11 | 5,215,753 | 10 |
| Retained earnings (accumulated loss) | ||||
| Legal reserve | 450,577 | 1 | 409,925 | 1 |
| Special reserve | - | - | 5,524 | - |
| Unappropriated earnings (accumulated deficit) | (569,266) | (1) | 690,780 | 1 |
| Total retained earnings (accumulated loss) | (118,689) | - | 1,106,229 | 2 |
| Other equity | ||||
| Exchange differences on translation of financial statement of foreign operations | 109,060 | - | 115,517 | - |
| Unrealized valuation gains (losses) on financial assets at fair value through other comprehensive income | (19,638) | - | 78,937 | - |
| Total other equity | 89,422 | - | 194,454 | - |
| Total equity | 10,133,444 | 21 | 10,250,597 | 19 |
| TOTAL | $ 47,670,656 | 100 | $ 52,986,184 | 100 |
The accompanying notes are an integral part of the financial statements.
INFINITE FINANCE CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 19 and 26) | ||||
| Sales | $ 18,023 | 1 | $ 62,291 | 2 |
| Interest revenue from loans | - | - | 12,359 | 1 |
| Interest revenue from installment sales | 2,037,684 | 82 | 1,925,905 | 76 |
| Interest revenue from capital leases | 4,899 | - | 8,281 | - |
| Rental revenue | 31,047 | 1 | 54,440 | 2 |
| Other operating revenue | 382,215 | 16 | 481,097 | 19 |
| Total operating revenue | 2,473,868 | 100 | 2,544,373 | 100 |
| OPERATING COSTS (Notes 4, 19 and 26) | ||||
| Cost of goods sold | 16,061 | 1 | 57,402 | 2 |
| Financing cost | 898,045 | 36 | 933,769 | 37 |
| Rental costs | 14,655 | 1 | 41,076 | 2 |
| Other operating costs | 74 | - | 6,261 | - |
| Total operating costs | 928,835 | 38 | 1,038,508 | 41 |
| GROSS PROFIT | 1,545,033 | 62 | 1,505,865 | 59 |
| UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES | (3,762) | - | - | - |
| REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES | 329 | - | 895 | - |
| REALIZED GROSS PROFIT FROM OPERATIONS | 1,541,600 | 62 | 1,506,760 | 59 |
| OPERATING EXPENSES (Notes 4, 8, 17, 19 and 26) | ||||
| Other operating expenses | 877,567 | 35 | 954,578 | 37 |
| Expected credit loss | 513,392 | 21 | 268,430 | 11 |
| Total operating expenses | 1,390,959 | 56 | 1,223,008 | 48 |
| PROFIT (LOSS) FROM OPERATIONS | 150,641 | 6 | 283,752 | 11 |
| NON-OPERATING INCOME AND EXPENSES (Notes 4, 7, 19 and 26) | ||||
| Interest expense | (199,662) | (8) | (126,119) | (5) |
| Interest income | 10,176 | - | 11,744 | - |
| Dividend income | 880 | - | 16,135 | 1 |
| (Continued) |
- 22 -
INFINITE FINANCE CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Other income | $ 2,209 | - | $ 2,853 | - |
| Other gains and losses | 4,501 | - | 16,176 | 1 |
| Share of profit or loss of subsidiaries, associates and joint ventures | (1,184,908) | (48) | 288,366 | 11 |
| Losses from financial assets at fair value through profit or loss | (7,020) | - | (4,728) | - |
| Total non-operating income and expenses | (1,373,824) | (56) | 204,427 | 8 |
| PROFIT (LOSS) BEFORE INCOME TAX | (1,223,183) | (50) | 488,179 | 19 |
| INCOME TAX PROFIT (EXPENSE) (Notes 4 and 20) | 263,445 | 11 | (83,281) | (3) |
| NET PROFIT (LOSS) FOR THE YEAR | (959,738) | (39) | 404,898 | 16 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 4, 17, 18 and 20) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | 4,125 | - | 591 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 14,091 | 1 | 23,505 | 1 |
| Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for using the equity method | (87) | - | (986) | - |
| 18,129 | 1 | 23,110 | 1 | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of financial statements of foreign subsidiaries operations using the equity method | (8,071) | - | 223,122 | 9 |
| Income tax related to items that may be reclassified subsequently to profit or loss | 1,614 | - | (44,624) | (2) |
| (6,457) | - | 178,498 | 7 | |
| Other comprehensive income (loss) for the year, net of income tax | 11,672 | 1 | 201,608 | 8 |
| TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | $ (948,066) | (38) | $ 606,506 | 24 |
(Continued)
INFINITE FINANCE CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| EARNINGS (LOSS) PER SHARE (Note 21) | ||||
| Basic | $ (2.38) | $ 1.04 | ||
| Diluted | $ (2.38) | $ 1.04 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
- 24 -
INFINITE FINANCE CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital (Note 18) | Retained Earnings (Accumulated Loss) (Notes 4, 7 and 18) | Other Equity | Total Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Ordinary Shares | Advance Receipts for Share Capital | Capital Surplus (Notes 4, 18 and 22) | Legal Reserve | Special Reserve | Unappropriated Earnings (Accumulated Deficit) | Exchange Differences on Translation of the Financial Statements of Foreign Operation (Notes 4 and 18) | Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income (Notes 4, 7 and 18) | ||
| BALANCE ON JANUARY 1, 2024 | 351,193 | $ 3,511,931 | $ - | $ 4,726,931 | $ 359,118 | $ - | $ 691,776 | $ (62,981) | $ 57,457 | $ 9,284,232 |
| Appropriation of 2023 earnings | ||||||||||
| Legal reserve | - | - | - | - | 50,807 | - | (50,807) | - | - | - |
| Special reserve | - | - | - | - | - | 5,524 | (5,524) | - | - | - |
| Cash dividend | - | - | - | - | - | - | (351,193) | - | - | (351,193) |
| Issuance of ordinary shares for cash | 22,223 | 222,230 | - | 475,574 | - | - | - | - | - | 697,804 |
| Share-based payment | - | - | - | 11,309 | - | - | - | - | - | 11,309 |
| Changes in capital surplus of subsidiaries recognized under the equity method | - | - | - | 1,939 | - | - | - | - | - | 1,939 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | - | 1,039 | - | (1,039) | - |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | - | 404,898 | - | - | 404,898 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | 591 | 178,498 | 22,519 | 201,608 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | - | 405,489 | 178,498 | 22,519 | 606,506 |
| BALANCE ON DECEMBER 31, 2024 | 373,416 | 3,734,161 | - | 5,215,753 | 409,925 | 5,524 | 690,780 | 115,517 | 78,937 | 10,250,597 |
| Appropriation of 2024 earnings | ||||||||||
| Legal reserve | - | - | - | - | 40,652 | - | (40,652) | - | - | - |
| Cash dividend | - | - | - | - | - | - | (74,683) | - | - | (74,683) |
| Share dividends distributed | 29,873 | 298,733 | - | - | - | - | (298,733) | - | - | - |
| Reversal of special reserve | - | - | - | - | - | (5,524) | 5,524 | - | - | - |
| Issuance of preference shares for cash | - | - | 900,000 | - | - | - | - | - | - | 900,000 |
| Actual acquisition of interests in subsidiary | - | - | - | - | - | - | (8,468) | - | - | (8,468) |
| Share-based payment | - | - | - | 11,774 | - | - | - | - | - | 11,774 |
| Changes in capital surplus of subsidiaries recognized under the equity method | - | - | - | 2,290 | - | - | - | - | - | 2,290 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | - | 112,579 | - | (112,579) | - |
| Net loss for the year ended December 31, 2025 | - | - | - | - | - | - | (959,738) | - | - | (959,738) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | - | 4,125 | (6,457) | 14,004 | 11,672 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | (955,613) | (6,457) | 14,004 | (948,066) |
| BALANCE ON DECEMBER 31, 2025 | 403,289 | $ 4,032,894 | $ 900,000 | $ 5,229,817 | $ 450,577 | $ - | $ (569,266) | $ 109,060 | $ (19,638) | $ 10,133,444 |
The accompanying notes are an integral part of the financial statements.
INFINITE FINANCE CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit (loss) before income tax | $ (1,223,183) | $ 488,179 |
| Adjustments for: | ||
| Depreciation expense | 67,081 | 98,511 |
| Amortization expense | 3,059 | 2,471 |
| Expected credit loss | 513,392 | 268,430 |
| Net loss on financial assets at fair value through profit or loss | 7,020 | 4,728 |
| Financing costs | 1,098,394 | 1,061,124 |
| Interest income | (2,052,759) | (1,958,289) |
| Dividend income | (880) | (16,135) |
| Compensation cost of share-based payment transactions | 11,774 | 11,309 |
| Share of income of subsidiaries, associates and joint ventures | 1,184,908 | (288,366) |
| Gain on disposal of property and equipment | (2,765) | - |
| Unrealized gain on the transactions with subsidiaries, associates and joint ventures | 3,762 | - |
| Realized gain on the transactions with subsidiaries, associates and joint ventures | (329) | (895) |
| Gain on lease modification | (30) | (8) |
| Changes in operating assets and liabilities | ||
| Notes and accounts receivables | 4,215,041 | (2,280,075) |
| Other receivables | 51,347 | 318,940 |
| Other current assets | 9,826 | (35,014) |
| Other financial assets | 32,270 | (187,817) |
| Available-for-operating-lease assets | 16,061 | 57,402 |
| Notes and accounts payable | (50,941) | (70,109) |
| Other payables | (48,448) | 77,507 |
| Other current liabilities | (135,689) | 5,675 |
| Net defined benefit liabilities | (272) | (907) |
| Guarantee deposits received | (121,878) | (12,089) |
| Cash used in operations | 3,576,761 | (2,455,428) |
| Interest received | 2,080,160 | 1,951,025 |
| Interest paid | (1,097,990) | (1,084,153) |
| Income tax paid | (15,246) | (45,185) |
| Income tax received | 31,191 | 12,360 |
| Net cash generated from (used in) operating activities | 4,574,876 | (1,621,381) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from sale of financial assets at fair value through other comprehensive income | 246,631 | 29,616 |
| Purchase of financial assets at fair value through profit or loss | - | (33,456) |
| Acquisition of investments accounted for using the equity method | - | (1,631,083) |
| Payments for property and equipment | (5,307) | (15,951) |
| Proceeds from disposal of property and equipment | 68,376 | 174 |
| Payments for intangible assets | (4,186) | (3,149) |
| (Continued) |
- 26 -
INFINITE FINANCE CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Payments for investment properties | $ - | $ (558,490) |
| Increase in other non-current assets | 518 | 672 |
| Dividend received | 129,597 | 25,147 |
| Net cash generated from (used in) investing activities | 435,629 | (2,186,520) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | - | 1,613,590 |
| Repayments of short-term borrowings | (2,662,000) | - |
| Proceeds from short-term bills payable | 3,973,000 | - |
| Repayments of short-term bills payable | - | (157,000) |
| Proceeds from long-term borrowings | 2,708,000 | 5,960,000 |
| Repayments of long-term borrowings | (8,625,000) | (2,564,940) |
| Repayments of the principal portion of lease liabilities | (28,918) | (30,148) |
| Cash dividends paid | (74,683) | (351,193) |
| Issuance of ordinary shares for cash | 900,000 | 697,804 |
| Acquisition of additional interests in subsidiaries | (325,106) | (1,623,775) |
| Net cash generated from (used in) financing activities | (4,134,707) | 3,544,338 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 875,798 | (263,563) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 219,088 | 482,651 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,094,886 | $ 219,088 |
The accompanying notes are an integral part of the financial statements. (Concluded)
- 27 -
- 28 -
Infinite Finance Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2025 and 2024 and
Independent Auditors' Report
- 29 -
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The entities required to be included in the combined financial statements of Infinite Finance Co., Ltd. as of and for the year ended December 31, 2025 under the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standard 10, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Infinite Finance Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
INFINITE FINANCE CO., LTD.
By:
CHIH-MING CHIEN
Chairman
March 20, 2026
- 30 -
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Infinite Finance Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Infinite Finance Co., Ltd. (the "Infinite Finance or the Parent Company") and its subsidiaries (collectively, the "Company"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters in our audit of the consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Impairment Assessment of Notes and Accounts Receivables
The Company is mainly engaged in various types of vehicle installment and financial leasing businesses. As of December 31, 2025, the net consolidated amount of notes and accounts receivables was $52,000,882 thousand, accounting for 67% of the consolidated total assets, which is significant to the financial statements. When management assesses the impairment of notes and accounts receivables, it considers historical experience, existing market conditions as well as forward looking estimates to formulate assumptions on probability of default and loss given default. Where the actual future cash inflows are less than expected, a material impairment loss may arise. The assessment of notes and accounts receivables involves many significant judgments such as accounting estimates and management assumptions; therefore, it was identified as a key audit matter in 2025. Please refer to Note 4 to the consolidated financial statements for the accounting policies, Note 5 for significant accounting judgments and key sources of estimation uncertainty, and Note 10 for the relevant information on the impairment of notes and accounts receivables.
Our audit procedures for the above key audit matter included the following:
- We understood the policies on impairment of notes and accounts receivables and related internal controls.
- We assessed the rationality of the adopted probability of default and loss given default for the assessment model of impairment losses on notes and accounts receivables.
- We selected samples to calculate the allowance for impairment loss based on the impairment policy of the Company.
Evaluation of Impairment Loss of Goodwill
The goodwill of the Infinite Finance was generated from the merger of IBT Leasing Co., Ltd. When management assesses whether the goodwill is impaired, the assessment must identify the cash-generating unit and determine the appropriate discount rate used to calculate the present value. The evaluation of impairment loss of goodwill involves the management's significant judgments and estimates; therefore, it was identified as a key audit matter in 2025. Please refer to Note 4 to the consolidated financial statements for the accounting policies, Note 5 for significant accounting judgments and key sources of estimation uncertainty, and Note 17 for the relevant information on the impairment loss of goodwill.
Our audit procedures for the above key audit matter included the following:
- We understood the expertise and competency of external expert was reliable. We obtained an independence statement from the external expert to confirm the objectivity, and obtained a goodwill impairment assessment report issued by external experts.
- We evaluated the appropriateness of the external expert's methodology and related assumptions (discount rate, etc.) used in the goodwill impairment assessment.
Other Matter
Infinite Finance Co., Ltd. has prepared the parent company only financial statements for the years ended December 31, 2025 and 2024. We have audited the parent company only financial statements and have issued an unmodified audit opinion thereon.
- 31 -
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
32 -
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the consolidated financial information of the components of the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Tung-Ju Hsieh and Chen-Hsiu Yang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 20, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
- 33 -
INFINITE FINANCE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4, 6 and 31) | $ 4,514,216 | 6 | $ 2,971,332 | 3 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | - | - | 1,910 | - |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) | 114,733 | - | 146,238 | - |
| Financial assets at amortized cost - current (Notes 4 and 9) | 153,000 | - | 653,000 | 1 |
| Notes and accounts receivables, net (Notes 4, 10, 31 and 33) | 44,433,297 | 57 | 59,188,662 | 65 |
| Other receivables (Note 31) | 247,671 | - | 282,789 | - |
| Current tax assets (Notes 4 and 25) | 51,579 | - | 78,963 | - |
| Other financial assets - current (Notes 4, 11 and 33) | 2,061,077 | 3 | 1,322,435 | 2 |
| Other current assets (Note 19) | 434,462 | 1 | 398,911 | - |
| Total current assets | 52,010,035 | 67 | 65,044,240 | 71 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 48,377 | - | 55,297 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | - | - | 201,122 | - |
| Investments accounted for using the equity method (Notes 4 and 13) | 504,537 | 1 | 168,399 | - |
| Property and equipment (Notes 4, 14 and 33) | 11,810,507 | 15 | 11,376,419 | 12 |
| Right-of-use assets (Notes 4, 15 and 31) | 143,099 | - | 140,998 | - |
| Investment properties (Notes 4, 16, 31 and 33) | 560,980 | 1 | 562,996 | 1 |
| Goodwill (Notes 4 and 17) | 3,199,794 | 4 | 3,199,794 | 4 |
| Other intangible assets (Notes 4 and 18) | 490,455 | 1 | 463,149 | 1 |
| Deferred tax assets (Notes 4 and 25) | 1,259,349 | 1 | 656,732 | 1 |
| Long-term notes and accounts receivables, net (Notes 4, 10 and 33) | 7,567,585 | 10 | 9,605,269 | 10 |
| Other non-current assets (Notes 19 and 31) | 157,778 | - | 206,563 | - |
| Total non-current assets | 25,742,461 | 33 | 26,636,648 | 29 |
| TOTAL | $ 77,752,496 | 100 | $ 91,680,888 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 20) | $ 9,936,827 | 13 | $ 14,436,385 | 16 |
| Short-term bills payable (Note 20) | 13,979,201 | 18 | 9,442,023 | 10 |
| Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) | - | - | 3,871 | - |
| Notes and accounts payable | 330,905 | - | 353,956 | - |
| Other payables | 670,051 | 1 | 737,643 | 1 |
| Current tax liabilities (Notes 4 and 25) | 101,260 | - | 193,607 | - |
| Provision - current (Notes 4 and 21) | 1,484 | - | 1,144 | - |
| Lease liabilities - current (Notes 4, 15 and 31) | 43,272 | - | 75,168 | - |
| Current portion of long-term borrowings (Note 20) | 24,465,101 | 32 | 36,564,149 | 40 |
| Guarantee deposits received - current (Notes 16 and 31) | 4,840,737 | 6 | 5,890,162 | 7 |
| Other current liabilities | 358,047 | 1 | 526,664 | 1 |
| Total current liabilities | 54,726,885 | 71 | 68,224,772 | 75 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 20) | 9,472,999 | 12 | 9,321,231 | 10 |
| Provision - non-current (Notes 4 and 21) | 10,205 | - | 5,906 | - |
| Deferred tax liabilities (Notes 4 and 25) | 1,086,868 | 1 | 1,259,701 | 1 |
| Lease liabilities - non-current (Notes 4, 15 and 31) | 97,877 | - | 71,445 | - |
| Net defined benefit liabilities - non-current (Notes 4 and 22) | 11,066 | - | 14,744 | - |
| Guarantee deposits received - non-current (Notes 16 and 31) | 2,037,100 | 3 | 2,367,512 | 3 |
| Total non-current liabilities | 12,716,115 | 16 | 13,040,539 | 14 |
| Total liabilities | 67,443,000 | 87 | 81,265,311 | 89 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY | ||||
| Share capital | ||||
| Ordinary shares | 4,032,894 | 5 | 3,734,161 | 4 |
| Advance receipts for share capital | 900,000 | 1 | - | - |
| Total share capital | 4,932,894 | 6 | 3,734,161 | 4 |
| Capital surplus | 5,229,817 | 7 | 5,215,753 | 6 |
| Retained earnings (accumulated loss) | ||||
| Legal reserve | 450,577 | 1 | 409,925 | - |
| Special reserve | - | - | 5,524 | - |
| Unappropriated earnings (accumulated deficit) | (569,266) | (1) | 690,780 | 1 |
| Total retained earnings (accumulated loss) | (118,689) | - | 1,106,229 | 1 |
| Other equity | ||||
| Exchange differences on translation of the financial statement of foreign operations | 109,060 | - | 115,517 | - |
| Unrealized valuation gains (losses) on financial assets at fair value through other comprehensive income | (19,638) | - | 78,937 | - |
| Total other equity | 89,422 | - | 194,454 | - |
| Total equity attributable to owners of the Parent Company | 10,133,444 | 13 | 10,250,597 | 11 |
| NON-CONTROLLING INTERESTS | 176,052 | - | 164,980 | - |
| Total equity | 10,309,496 | 13 | 10,415,577 | 11 |
| TOTAL | $ 77,752,496 | 100 | $ 91,680,888 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
INFINITE FINANCE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 24 and 31) | ||||
| Sales | $ 1,624,949 | 15 | $ 1,705,625 | 15 |
| Interest revenue from loans | 48,107 | - | 60,361 | - |
| Interest revenue from installment sales | 2,092,267 | 19 | 1,933,653 | 16 |
| Interest revenue from capital leases | 2,455,437 | 23 | 3,373,775 | 29 |
| Rental revenue | 4,078,404 | 38 | 3,921,475 | 34 |
| Other operating revenue | 551,254 | 5 | 683,285 | 6 |
| Total operating revenue | 10,850,418 | 100 | 11,678,174 | 100 |
| OPERATING COSTS (Notes 4 and 24) | ||||
| Cost of goods sold | 1,574,693 | 15 | 1,651,998 | 14 |
| Financing cost | 2,204,000 | 20 | 2,411,951 | 21 |
| Rental costs | 3,664,264 | 34 | 3,556,378 | 30 |
| Other operating costs | 81,721 | 1 | 32,245 | - |
| Total operating costs | 7,524,678 | 70 | 7,652,572 | 65 |
| GROSS PROFIT | 3,325,740 | 30 | 4,025,602 | 35 |
| OPERATING EXPENSES (Notes 4, 10, 22, 24 and 31) | ||||
| Other operating expenses | 2,042,860 | 19 | 2,201,582 | 19 |
| Expected credit loss | 2,960,861 | 27 | 1,373,910 | 12 |
| Total operating expenses | 5,003,721 | 46 | 3,575,492 | 31 |
| PROFIT (LOSS) FROM OPERATIONS | (1,677,981) | (16) | 450,110 | 4 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| (Notes 4, 8, 24 and 31) | ||||
| Share of profit or loss of associates | 16,228 | - | 7,056 | - |
| Interest income | 48,446 | 1 | 46,442 | - |
| Dividend income | 924 | - | 16,182 | - |
| Other income | 24,220 | - | 46,721 | 1 |
| Gains (losses) from financial assets (liabilities) at fair value through profit or loss | (7,288) | - | 14,380 | - |
| Other gains and losses | (1,282) | - | 20,367 | - |
| Total non-operating income and expenses | 81,248 | 1 | 151,148 | 1 |
| (Continued) |
- 35 -
INFINITE FINANCE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| PROFIT (LOSS) BEFORE INCOME TAX | $ (1,596,733) | (15) | $ 601,258 | 5 |
| INCOME TAX BENEFIT (EXPENSE) (Notes 4 and 25) | 637,182 | 6 | (205,380) | (2) |
| NET PROFIT (LOSS) FOR THE YEAR | (959,551) | (9) | 395,878 | 3 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| (Notes 4, 22, 23 and 25) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | 4,125 | - | 591 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 14,004 | - | 22,519 | - |
| 18,129 | - | 23,110 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of financial statements of foreign operations | 2,814 | - | 235,082 | 2 |
| Income tax related to items that may be reclassified subsequently to profit or loss | 1,614 | - | (44,624) | - |
| 4,428 | - | 190,458 | 2 | |
| Other comprehensive income (loss) for the year, net of income tax | 22,557 | - | 213,568 | 2 |
| TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | $ (936,994) | (9) | $ 609,446 | 5 |
| NET PROFIT (LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the parent company | $ (959,738) | (9) | $ 404,898 | 3 |
| Non-controlling interests | 187 | - | (9,020) | - |
| $ (959,551) | (9) | $ 395,878 | 3 | |
| TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the parent company | $ (948,066) | (9) | $ 606,506 | 5 |
| Non-controlling interests | 11,072 | - | 2,940 | - |
| $ (936,994) | (9) | $ 609,446 | 5 |
(Continued)
INFINITE FINANCE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| EARNINGS (LOSS) PER SHARE (Note 26) | ||||
| Basic | $ (2.38) | $ 1.04 | ||
| Diluted | $ (2.38) | $ 1.04 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 37 -
INFINITE FINANCE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Parent Company (Notes 8 and 23) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Retained Earnings (Accumulated Loss) | Other Equity | Total | Non-controlling Interests (Note 23) | Total Equity | |||||||
| Shares (In Thousands) | Ordinary Shares | Advance Receipts for Share Capital | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings (Accumulated Deficit) | Exchange Differences on Translation of the Financial Statements of Foreign Operation | Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | ||||
| BALANCE ON JANUARY 1, 2024 | 351,193 | $ 3,511,931 | $ - | $ 4,726,931 | $ 359,118 | $ - | $ 691,776 | $ (62,981) | $ 57,457 | $ 9,284,232 | $ - | $ 9,284,232 |
| Appropriation of 2023 earnings | ||||||||||||
| Legal reserve | - | - | - | - | 50,807 | - | (50,807) | - | - | - | - | - |
| Special reserve | - | - | - | - | - | 5,524 | (5,524) | - | - | - | - | - |
| Cash dividend | - | - | - | - | - | - | (351,193) | - | - | (351,193) | - | (351,193) |
| Issuance of ordinary shares for cash | 22,223 | 222,230 | - | 475,574 | - | - | - | - | - | 697,804 | - | 697,804 |
| Actual acquisition of interests in subsidiary | - | - | - | - | - | - | - | - | - | - | 162,040 | 162,040 |
| Share-based payment | - | - | - | 13,248 | - | - | - | - | - | 13,248 | - | 13,248 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | - | 1,039 | - | (1,039) | - | - | - |
| Net profit (loss) for the year ended December 31, 2024 | - | - | - | - | - | - | 404,898 | - | - | 404,898 | (9,020) | 395,878 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | 591 | 178,498 | 22,519 | 201,608 | 11,960 | 213,568 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | - | 405,489 | 178,498 | 22,519 | 606,506 | 2,940 | 609,446 |
| BALANCE ON DECEMBER 31, 2024 | 373,416 | 3,734,161 | - | 5,215,753 | 409,925 | 5,524 | 690,780 | 115,517 | 78,937 | 10,250,597 | 164,980 | 10,415,577 |
| Appropriation of 2024 earnings | ||||||||||||
| Legal reserve | - | - | - | - | 40,652 | - | (40,652) | - | - | - | - | - |
| Cash dividend | - | - | - | - | - | - | (74,683) | - | - | (74,683) | - | (74,683) |
| Share dividends distributed | 29,873 | 298,733 | - | - | - | - | (298,733) | - | - | - | - | - |
| Reversal of special reserve | - | - | - | - | - | (5,524) | 5,524 | - | - | - | - | - |
| Issuance of preference shares for cash | - | - | 900,000 | - | - | - | - | - | - | 900,000 | - | 900,000 |
| Actual acquisition of interests in subsidiary | - | - | - | - | - | - | (8,468) | - | - | (8,468) | - | (8,468) |
| Share-based payment | - | - | - | 14,064 | - | - | - | - | - | 14,064 | - | 14,064 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | - | 112,579 | - | (112,579) | - | - | - |
| Net profit (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | (959,738) | - | - | (959,738) | 187 | (959,551) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | - | 4,125 | (6,457) | 14,004 | 11,672 | 10,885 | 22,557 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | (955,613) | (6,457) | 14,004 | (948,066) | 11,072 | (936,994) |
| BALANCE ON DECEMBER 31, 2025 | 403,289 | $ 4,032,894 | $ 900,000 | $ 5,229,817 | $ 450,577 | $ - | $ (569,266) | $ 109,060 | $ (19,638) | $ 10,133,444 | $ 176,052 | $ 10,309,496 |
The accompanying notes are an integral part of the consolidated financial statements.
INFINITE FINANCE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit (loss) before income tax | $ (1,596,733) | $ 601,258 |
| Adjustments for: | ||
| Depreciation expense | 3,272,472 | 3,156,881 |
| Amortization expense | 17,941 | 12,299 |
| Expected credit loss | 2,960,861 | 1,373,910 |
| Net losses (gains) on financial assets and liabilities at fair value through profit or loss | 7,288 | (14,380) |
| Financing costs | 2,208,739 | 2,417,862 |
| Interest income | (4,644,257) | (5,414,231) |
| Dividend income | (924) | (16,182) |
| Compensation cost of share-based payment | 14,064 | 13,248 |
| Share of profit of associates | (16,228) | (7,056) |
| Loss (gain) on disposal of property and equipment | 4,630 | (1,303) |
| Gain recognized in bargain purchase transactions | (4,745) | - |
| Gain on modification of lease | (640) | (8) |
| Changes in operating assets and liabilities | ||
| Financial assets at fair value through profit or loss | 1,581 | 17,855 |
| Notes and accounts receivables | 13,537,506 | (2,367,853) |
| Other receivables | (1,779) | (24,826) |
| Other current assets | (34,691) | 145,515 |
| Other financial assets | (736,612) | 288,408 |
| Available-for-operating-lease assets | 1,598,649 | 1,672,785 |
| Financial liabilities at fair value through profit or loss | (3,746) | 3,851 |
| Notes and accounts payable | (23,238) | (128,248) |
| Other payables | (13,176) | 79,442 |
| Provision | - | (497) |
| Other current liabilities | (168,617) | 90,252 |
| Net defined benefit liabilities | 447 | (907) |
| Guarantee deposits received | (1,379,837) | (101,762) |
| Cash generated from operations | 14,998,955 | 1,796,313 |
| Interest received | 4,681,154 | 5,414,033 |
| Interest paid | (2,285,647) | (2,528,285) |
| Income tax paid | (217,432) | (226,034) |
| Income tax received | 33,117 | 12,375 |
| Net cash generated from operating activities | 17,210,147 | 4,468,402 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from sale of financial assets at fair value through other comprehensive income | 246,631 | 29,616 |
| Purchase of financial assets at amortized cost | - | (630,040) |
| Proceeds from sale of financial assets at amortized cost | 500,000 | - |
| Purchase of financial assets at fair value through profit or loss | - | (33,456) |
| Acquisition of investments accounted for using the equity method | (320,000) | (165,565) |
| (Continued) |
- 39 -
INFINITE FINANCE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Net cash outflow on acquisition of subsidiaries | $ (71,691) | $ - |
| Payments for property and equipment | (5,145,630) | (5,320,336) |
| Proceeds from disposal of property and equipment | 66,547 | 2,315 |
| Payments for intangible assets | (12,849) | (13,571) |
| Payments for investment properties | - | (558,490) |
| Increase (decrease) in other non-current assets | 41,052 | (54,844) |
| Dividends received | 924 | 20,494 |
| Net cash used in investing activities | (4,695,016) | (6,723,877) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | - | 3,056,866 |
| Repayments of short-term borrowings | (6,852,632) | (153,424) |
| Proceeds from short-term bills payable | 4,554,000 | - |
| Repayments of short-term bills payable | - | (57,000) |
| Proceeds from long-term borrowings | 13,627,581 | 19,045,533 |
| Repayments of long-term borrowings | (23,118,752) | (19,194,399) |
| Repayments of the principal portion of lease liabilities | (95,621) | (88,265) |
| Cash dividends paid | (74,683) | (351,193) |
| Issuance of ordinary shares for cash | 900,000 | 697,804 |
| Changes in non-controlling interests | - | 162,040 |
| Net cash generated from (used in) financing activities | (11,060,107) | 3,117,962 |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | 87,860 | (54,548) |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,542,884 | 807,939 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 2,971,332 | 2,163,393 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 4,514,216 | $ 2,971,332 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 40 -
Attachment 4
Infinite Finance Co., Ltd.
Statement of 2025 Earnings Distribution or Deficit Compensation
Unit: NT$
| Undistributed earnings at the beginning of the period | $282,234,937 |
|---|---|
| Add: 2025 Net Loss After Tax | ($959,738,040) |
| Less: Adjustments to retained earnings due to investments accounted for using equit | ($8,468,195) |
| Add: Remeasurements of defined benefit plans recognized in retained earnings | $4,125,575 |
| Add: Disposal of equity instruments at fair value through other comprehensive income, with cumulative gains/losses transferred directly to retained earnings | $112,579,553 |
| Net loss after tax for the period plus items other than net loss after tax that are included in the undistributed earnings of the current year | ($851,501,107) |
| Accumulated Deficit to be Offset | ($569,266,170) |
| Items for Deficit Compensation: | |
| Legal Reserve | $450,577,486 |
| Capital Surplus – Share Premium | $118,688,684 |
| Ending Undistributed Earnings | $0 |
| Notes: As per the directive issued by the Financial Supervisory Commission on March 31, 2021 (Jin- Guan-Zheng-Fa-Zi No. 1090150022), in relation to the net amount of other equity deductions, it is necessary to allocate an equivalent sum from the special profit reserve to the product of the current period’s after-tax net profit and the items comprising the current period’s undistributed earnings that do not include net profit. It should be allocated from the undistributed earnings of prior periods if the amount is deemed inadequate. Following this, in the event that the net value of other equity deductions is reversed, the portion of the special profit reserve that has been reversed may be allocated as profit. |
Chairman: CHIEN, CHIH-MING
Manager: CHRISTIAN BRIAN CHU
Accounting Officer: CHUNG YUEH-CHI
Attachment 5
Infinite Finance Co., Ltd.
Amendment Comparison Table of the Company’s “Articles of Association”
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| Article 7 | The paid-in capital of this Company is NTD 5.5 billion, divided into 550 million shares, for NT10 per share. The board is authorized to issue the shares in batches, and some may be issued as preferred stock. | ||
| A reserve of 50 million shares is allocated within the overall capital amount for the exercise of subscription rights that are linked to warrants, special shares featuring subscription rights, or corporate bonds featuring subscription rights. | |||
| For shares purchased by the Company in accordance with regulations, the objects of transfer, the employees who purchase the new shares, the objects of issuing employee stock option certificates and issuing restricted new stocks for employees could include the employees of controlling companies or affiliated companies who meet certain conditions. | |||
| If the Company repurchases shares in accordance with the law and transfers them to employees at a price lower than | The paid-in capital of this Company is NTD 4.8 billion, divided into 480 million shares, for NT10 per share. The board is authorized to issue the shares in batches, and some may be issued as preferred stock. | ||
| A reserve of 50 million shares is allocated within the overall capital amount for the exercise of subscription rights that are linked to warrants, special shares featuring subscription rights, or corporate bonds featuring subscription rights. | |||
| For shares purchased by the Company in accordance with regulations, the objects of transfer, the employees who purchase the new shares, the objects of issuing employee stock option certificates and issuing restricted new stocks for employees could include the employees of controlling companies or affiliated companies who meet certain conditions. | |||
| If the Company repurchases shares in accordance with the law and transfers them to employees at a price lower than | Amendment to the total authorized capital. |
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| the actual average repurchase price, such transfer shall require the consent of attending shareholders representing more than two-thirds of the total voting rights at the most recent shareholders’ meeting attended by shareholders representing a majority of the total issued shares. | the actual average repurchase price, such transfer shall require the consent of attending shareholders representing more than two-thirds of the total voting rights at the most recent shareholders’ meeting attended by shareholders representing a majority of the total issued shares. | ||
| Article 7 -1 | The following are the rights, responsibilities, and other material issuance terms pertaining to the preferred shares of the Company: I. After deducting tax obligations and addressing prior losses, a legal reserve must be allocated in accordance with the provisions outlined in the Articles of Association if the annual financial statements indicate a profit. In accordance with subsequent legal or regulatory obligations, a special reserve may be reallocated or revoked. The cumulative distributable profit is comprised of the undistributed profit from the beginning of the period and any remaining balance, which constitutes the distributable profit for the year. The annual preferred dividends shall be distributed prior to the cumulative distributable profit. | The following are the rights, responsibilities, and other material issuance terms pertaining to the preferred shares of the Company: I. After deducting tax obligations and addressing prior losses, a legal reserve must be allocated in accordance with the provisions outlined in the Articles of Association if the annual financial statements indicate a profit. In accordance with subsequent legal or regulatory obligations, a special reserve may be reallocated or revoked. The cumulative distributable profit is comprised of the undistributed profit from the beginning of the period and any remaining balance, which constitutes the distributable profit for the year. The annual preferred dividends shall be distributed prior to the cumulative distributable profit. | Minor revisions were made to the provisions concerning preferred shares to provide greater clarity. |
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| II. The dividends of preferred shares are capped at 8% per annum on the issue price. Cash dividends shall be distributed annually at one time, with the record date for the payment of dividends for the prior year being set by the Board of Directors. The dividend distribution during the issuance and redemption periods is computed using the precise number of days the preferred shares remained outstanding in that year. | |||
| III. The Company has discretion over the dividend distribution of preferred shares. The Company may decide not to distribute the dividend of preferred shares when the cumulative distributable profits are inadequate to cover such payments, which shall not be deemed as an event of default without committing a breach of contract. Dividend decisions that are neither distributed at all nor distributed at a reduced amount do not accrue for deferred payment in subsequent profitable years. | |||
| IV. Preferred shareholders, aside from the dividends specified in Subparagraph 2, lack the right to partake in the allocation of | II. The dividends of preferred shares are capped at 8% per annum on the issue price. Cash dividends shall be distributed annually at one time, with the record date for the payment of dividends for the prior year being set by the Board of Directors. The dividend distribution during the issuance and redemption periods is computed using the precise number of days the preferred shares remained outstanding in that year. | ||
| III. The Company has discretion over the dividend distribution of preferred shares. The Company may decide not to distribute the dividend of preferred shares when the cumulative distributable profits are inadequate to cover such payments, which shall not be deemed as an event of default without committing a breach of contract. Dividend decisions that are neither distributed at all nor distributed at a reduced amount do not accrue for deferred payment in subsequent profitable years. | |||
| IV. Preferred shareholders, aside from the dividends specified in Subparagraph 2, lack the right to partake in the allocation of |
- 44 -
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| capital reserves and earnings for cash or capital investments associated with common shares. V. Preferred shareholders are accorded the same priority over common shareholders and rank similarly to other types of preferred shares issued by the company when it comes to the distribution of the company’s remaining assets. They are subordinate to general creditors and their rights are restricted to an amount determined by the issuance price of the outstanding preferred shares at the time of distribution. | |||
| VI. While preferred shareholders lack voting and election rights at general shareholders’ meetings, they do possess voting rights during meetings exclusively for preferred shareholders and those that pertain to matters concerning their rights and obligations. | |||
| VII. The Company may issue non-convertible preferred shares and convertible preferred shares, where convertible preferred shares are issued. Meanwhile, the convertible preferred shares issued by the Company shall not be converted within one year from the date of issuance. The | capital reserves and earnings for cash or capital investments associated with common shares. V. Preferred shareholders are accorded the same priority over common shareholders and rank similarly to other types of preferred shares issued by the company when it comes to the distribution of the company’s remaining assets. They are subordinate to general creditors and their rights are restricted to an amount determined by the issuance price of the outstanding preferred shares at the time of distribution. | ||
| VI. While preferred shareholders lack voting and election rights at general shareholders’ meetings, they do possess voting rights during meetings exclusively for preferred shareholders and those that pertain to matters concerning their rights and obligations. | |||
| VII. The convertible preferred shares issued by the Company shall not be converted within one year from the date of issuance. The Board of Directors is authorized to determine the conversion period in the actual issuance terms. Shareholders of convertible preferred shares may apply to convert part or all of |
- 45 -
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| Board of Directors is authorized to determine the conversion period in the actual issuance terms. Shareholders of convertible preferred shares may apply to convert part or all of their preferred shares into common shares in accordance with the terms of issuance (at a conversion ratio of 1:1). Once converted into common shares, they shall have the same rights and obligations as common shares. The distribution of dividends for preferred shares shall be calculated based on the actual number of days outstanding relative to the total number of days in the year. However, if the preferred shares are converted into common shares before the ex-dividend date of the respective year, they shall not be entitled to receive the preferred share dividends for that year or for any subsequent years. Nonetheless, they shall be eligible to participate in the distribution of earnings and capital reserves for the year of conversion. | |||
| VIII. If the preferred shares issued by the Company have no maturity date, the shareholders of such preferred shares shall not have the right to request the Company to repurchase their shares. The Company may set a buyback date, which shall not be earlier than the day following the fifth anniversary of the issuance date. When all or part | their preferred shares into common shares in accordance with the terms of issuance (at a conversion ratio of 1:1). Once converted into common shares, they shall have the same rights and obligations as common shares. The distribution of dividends for preferred shares shall be calculated based on the actual number of days outstanding relative to the total number of days in the year. However, if the preferred shares are converted into common shares before the ex-dividend date of the respective year, they shall not be entitled to receive the preferred share dividends for that year or for any subsequent years. Nonetheless, they shall be eligible to participate in the distribution of earnings and capital reserves for the year of conversion. | ||
| VIII. If the preferred shares issued by the Company have no maturity date, the shareholders of such preferred shares shall not have the right to request the Company to repurchase their shares. The Company may set a buyback date, which shall not be earlier than the day following the fifth anniversary of the issuance date. When all or part |
- 46 -
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| Company to repurchase their shares. The Company may set a buyback date, which shall not be earlier than the day following the fifth anniversary of the issuance date. When all or part of the issued preferred shares are bought back, the Company may repurchase them in cash at the actual issue price in accordance with the relevant issuance regulations, convert them into new shares on a mandatory basis at a 1:1 ratio, or adopt other methods permitted by applicable laws and regulations. Any preferred shares that are not repurchased shall continue to be subject to the rights and obligations stipulated in the issuance terms until they are fully repurchased by the Company. In the event that the Company elects to allocate dividends during a specific calendar year, the dividends owed until the redemption date will be computed according to the precise number of days the shares were issued during that year. |
IX. If the preferred shares issued by the Company have a specified term, their issuance period shall not be less than five years. Shareholders of such preferred shares shall not have the right to request the Company to repurchase their shares. Upon maturity, or from the day following the fifth anniversary of issuance, the Company may | of the issued preferred shares are bought back, the Company may repurchase them in cash at the actual issue price in accordance with the relevant issuance regulations, convert them into new shares on a mandatory basis at a 1:1 ratio, or adopt other methods permitted by applicable laws and regulations. Any preferred shares that are not repurchased shall continue to be subject to the rights and obligations stipulated in the issuance terms until they are fully repurchased by the Company. In the event that the Company elects to allocate dividends during a specific calendar year, the dividends owed until the redemption date will be computed according to the precise number of days the shares were issued during that year.
IX. If the preferred shares issued by the Company have a specified term, their issuance period shall not be less than five years. Shareholders of such preferred shares shall not have the right to request the Company to repurchase their shares. Upon maturity, or from the day following the fifth anniversary of issuance, the Company may | |
- 47 -
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| years. Shareholders of such preferred shares shall not have the right to request the Company to repurchase their shares. Upon maturity, or from the day following the fifth anniversary of issuance, the Company may repurchase the shares in cash at the issuance price and in accordance with the relevant issuance regulations, convert them into new shares on a mandatory basis at a 1:1 ratio, or adopt other methods permitted by law. If the Company is unable to repurchase all or part of the preferred shares due to objective factors or force majeure, the rights of the outstanding preferred shares shall remain valid under the original issuance terms until they are fully repurchased by the Company. | |||
| All preferred shares issued by the Company shall be subject to the provisions of this Article. | |||
| The Board of Directors is authorized to determine the specific terms and conditions of issuance, such as the designation and date of issuance for the preferred shares, at the time of issuance. These terms are contingent upon the prevailing money market conditions and | repurchase the shares in cash at the issuance price and in accordance with the relevant issuance regulations, convert them into new shares on a mandatory basis at a 1:1 ratio, or adopt other methods permitted by law. If the Company is unable to repurchase all or part of the preferred shares due to objective factors or force majeure, the rights of the outstanding preferred shares shall remain valid under the original issuance terms until they are fully repurchased by the Company. The Board of Directors is authorized to determine the specific terms and conditions of issuance, such as the designation and date of issuance for the preferred shares, at the time of issuance. These terms are contingent upon the prevailing money market conditions and investor interest, and are in accordance with the Company’s Articles of Association and relevant legislation. |
- 48 -
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| investor interest, and are in accordance with the Company’s Articles of Association and relevant legislation. | |||
| Article 20 | The board of directors is composed of directors. With the presence of more than two-thirds of the directors. A president shall be elected from among the directors by a vote of more than two-thirds of the directors present and the approval of a majority of the directors present. A vice president may be elected in the same manner if necessary. President shall be the chairman of the shareholders’ meeting and the Board of Directors internally, and shall represent the Company externally. If the president is on leave or is unable to exercise his/her functions and powers for any reason, the agency of the president shall be handled in accordance with the provisions of Article 208 of the Company Act. If the president is unable to attend the board meeting for any reason, the agency of the president shall be handled in accordance with the provisions of Article 205 of the Company Act. | The board of directors is composed of directors. With the presence of more than two-thirds of the directors and the consent of more than half of the directors present, one president and one vice president shall be elected from them. President shall be the chairman of the shareholders’ meeting and the Board of Directors internally, and shall represent the Company externally. If the president is on leave or is unable to exercise his/her functions and powers for any reason, the agency of the president shall be handled in accordance with the provisions of Article 208 of the Company Act. If the president is unable to attend the board meeting for any reason, the agency of the president shall be handled in accordance with the provisions of Article 205 of the Company Act. | Minor revisions were made to the wording of the provisions. |
| Article 30 | The Articles are established on July 20,1981. | The Articles are established on July 20,1981. | Added amendment date |
| Article number | Article after amendment | Article before amendment | Description |
|---|---|---|---|
| The 1st revision was made on September 23, 1981. | |||
| (Omitted) | |||
| The 36th revision was made on June 1, 2022. | |||
| The 37th revision was made on November 30, 2022. | |||
| The 38th revision was made on May 29, 2023. | |||
| The 39th revision was made on May 31, 2024. | |||
| The 40th revision was made on June 3, 2025. | |||
| The 41st revision was made on May 26, 2026. | The 1st revision was made on September 23, 1981. | ||
| (Omitted) | |||
| The 36th revision was made on June 1, 2022. | |||
| The 37th revision was made on November 30, 2022. | |||
| The 38th revision was made on May 29, 2023. | |||
| The 39th revision was made on May 31, 2024. | |||
| The 40th revision was made on June 3, 2025. |
- 50 -
- 51 -
Infinite Finance Co., Ltd.
List of Directors and Independent Director Candidates
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| Director | CHU, CHRIS TIAN BRIAN | M | Department of Economics, UCLA MBA, Ivey Business School, University of Western Ontario | Manager of Asian Pacific Region, HSBC Assistant General Manager, Pugoyi Asia General Manager, JIH SUN International Leasing and Finance Co., Ltd. | Vice Chairman and CEO, Infinite Finance. Chairman, Jih Sun Formosa Auto Leasing Co., Ltd. Chairman, Infinite Commercial Finance Co., Ltd. Chairman, Infinite Energy Solutions Co., Ltd. Chairman, (SAMOA)-JIH SUN INTERNATIONAL LEASING&FINANCE CO.,LTD. Chairman, JIH SUN INTERNATIONAL | Kuo Yu Investment Development Co., LTD. / 80,204,247 | N/A |
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| NAL FINANCIAL LEASING&FINANCE Ltd. President, IBT Trading (Xiamen) Ltd. Director, Chang Hong Co., Ltd. Chairman, Infinite Asia Holdings (Thailand) Co., Ltd. Chairman, Infinite Leasing (Thailand) Co., Ltd. | |||||||
| Director | LIN, SHEN-CHIH | M | Department of Business Administration, Ling Tung University | Associate Manager of Administration Division, Jih-Sun Securities Co., Ltd. VP of General Manager Office, JIH SUN International | Director, Infinite Commercial Finance Co., Ltd. | Kuo Yu Investment Development Co., LTD. / 80,204,247 | N/A |
- 52 -
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| Leasing and Finance Co., Ltd. | |||||||
| VP of Administration Division, JIH SUN International Leasing and Finance Co., Ltd. | |||||||
| General Manager, JIH SUN INTERNATIONAL FINANCIAL LEASING&FINANCE Ltd. | |||||||
| Executive VP of Business Development Division, JIH SUN International Leasing and Finance Co., Ltd. | |||||||
| Group COO, Infinite Finance Co., Ltd. |
- 53 -
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| Director | LIN, HSIU-JU | F | Department of Business Administration, Chung Yuan Christian University EMBA, National Sun Yat-sen University | Assistant Manager of Administration Division, Jih-Sun Financial Holding Co., Ltd. | |||
| Manager of General Manager Office, JIH SUN International Leasing and Finance Co., Ltd. | |||||||
| Associate Manager of HR Department, JIH SUN International Leasing and Finance Co., Ltd. | |||||||
| Senior VP of Corporate Management Division, JIH SUN International Leasing and | Group COO and Deputy CEO, Infinite Finance. | ||||||
| Supervisor, Jih Sun Formosa Auto Leasing Co., Ltd. | |||||||
| Director, Infinite Commercial Finance Co., Ltd. | |||||||
| Supervisor, Infinite Energy Solutions Co., Ltd. | |||||||
| Supervisor, JIH SUN INTERNATIONAL FINANCIAL LEASING&FINANCE Ltd. | |||||||
| Supervisor, Chang Hong Co., Ltd. | |||||||
| Director, Infinite Asia Holdings (Thailand) Co., Ltd. | Kuo Yu Investment Development Co., LTD. / 80,204,247 | N/A |
- 54 -
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| Finance Co., Ltd. | |||||||
| Executive VP of Operational Management Division, JIH SUN International Leasing and Finance Co., Ltd. | Director, Infinite Leasing (Thailand) Co., Ltd. | ||||||
| Director | HSU, YU-SHU | M | Department of Business, National Taiwan University | President, JIH SUN International Leasing and Finance Co., Ltd. | Kuo Yu Investment Development Co., LTD. / 80,204,247 | N/A | |
| Director | TIEN, FU-CHAN G | M | Department of Accountancy, National Cheng Kung University Graduate school of Accountancy, National Cheng Kung University | Assistant manager of Audit Office, Deloitte Taiwan Senior manager of Financial Management Department, Ta Chong Commercial Bank Co., Ltd. Deputy | Vice General Manager of Business Strategy Department and Office of the Board of Directors, O-bank Corporate Governance Officer, O-bank | O-Bank Co., Ltd. / 167,918,479 | N/A |
- 55 -
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| General Manager, Finance and Accounting Department, O-Bank | |||||||
| Director | LIN, CHUH-JANE | F | Department of Information Management, Tamkang University Department of Management Sciences, Tamkang University | Senior Manager of Human Resources Department, Bank SinoPac | Senior Associate of Human Resources Department, O-Bank | O-Bank Co., Ltd./ 167,918,479 | N/A |
| Director | HUAN G, YING-CHE | M | Department of Business Administration, National Cheng Kung University | Deputy general manager of Consumer Banking Division, TC Bank CRO, O-bank | Director and General Manager, An-Nan Investment Co., Ltd. Director, Li Hui International Co., Ltd. | O-Bank Co., Ltd. / 167,918,479 | N/A |
| Independent Director | CHAN, HOU-SHEN G | M | Institute of Social Administration, University of Wales, UK | Associate Professor, NTU Department of Sociology | Emeritus Professor, National Chi Nan University President, | — | None |
- 56 -
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| Professor, NTU Department of Sociology Professor and Chair, NTU Department of Sociology Professor and Dean, CCU Graduate Institute of Social Welfare | Cross-Start Common Market Foundation Director, CTCI Advanced Systems Inc. | ||||||
| Independent Director | LIU, HUI-CHUN | F | Department of Law, National Taiwan University | Supervisor, CyberTAN Technology, Inc. Bankruptcy Trustee, Chunghwa Picture Tubes, Ltd. | Lawyer in charge of A&P Law Offices President, Yuanfu Investment Co., Ltd. Restructuring Supervisor, Wintek Corporation Liquidator, Keguan Energy Technology Co., Ltd. Bankruptcy Administrator, | — | None |
- 57 -
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| Chunghwa Picture Tubes Co., Ltd. Independent Director, CyberTAN Technology Inc. Independent Director, Pacific Construction Co., Ltd. Supervisor, Geor Chi Electronics Co., Ltd. | |||||||
| Independent Director | YANG, YU-PING | F | Department of Accountancy, Soochow University MBA, National Taipei University | Audit Senior Manager, Ernst & Young Manager of Administration Department, Eon Silicon Solution Inc. Audit Senior Manager, Deloitte Taiwan | Vice General Manager of Finance and Accounting Department, Medigen Vaccine Biologics Corporation | — | None |
| Independent | WU, CHIN- | F | Department of Marketing, | MA, Taipei Fubon | Associate Professor of | — | None |
- 58 -
| Position | Name | Gender | Education | Work Experience | Current Position | Name of the Government or Juristic Person Represented / Shares Held (Unit: Shares) | Reason for 3-Term Independent Director Nominations |
|---|---|---|---|---|---|---|---|
| ent Director | WEN | National Chung Hsing University Master, Institute of China and Asia-Pacific Studies, National Sun Yat-sen University Ph.D. of Institute of Finance, National Kaohsiung First University of Science and Technology | Commercial Bank Co., Ltd. Assistant Professor of Department of Finance, Nanhua University | Department of Finance, Nanhua University |
- 59 -
Appendix 1
Articles of Association of Infinite Finance Co., Ltd.
Chapter 1. General Regulations
Article 1 This Company is organized in accordance to the Company Act under the name of "Infinite Finance Co., Ltd.".
Article 2 The Company is engaged in the following businesses:
(1) F114010 Wholesale of Motor Vehicles
(2) F214010 Retail Sale of Motor Vehicles
(3) F114020 Wholesale of Motorcycles
(4) F214020 Retail Sale of Motorcycles
(5) F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
(6) F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
(7) F113010 Wholesale of Machinery
(8) F213080 Retail Sale of Other Machinery and Equipment
(9) F401010 International Trade
(10) HZ01010 Account Receivable Purchase Business
(11) A102060 Grain Commerce
(12) F101130 Wholesale of Vegetables and Fruits
(13) F101040 Wholesale of Livestock and Poultry
(14) F101050 Wholesale of Aquatic Products
(15) F201010 Retail Sale of Agricultural Products
(16) F201020 Retail Sale of Livestock Products
(17) F201030 Retail Sale of Fishery Products
(18) JE01010 Rental and Leasing
(19) E801010 Building Maintenance and Upholstery
(20) F108031 Wholesale of Drugs, Medical Goods
(21) F113030 Wholesale of Precision Instruments
(22) F114060 Wholesale of Ship and Component Parts
(23) F114070 Wholesale of Aircraft and Component Parts Thereof
(24) F116010 Wholesale of Photographic Equipment
(25) F119010 Wholesale of Electronic Materials
(26) F208031 Retail Sale of Medical Equipments
(27) F213040 Retail Sale of Precision Instruments
- 60 -
(28) F214060 Retail Sale of Ship and Component Parts Thereof
(29) F214070 Retail Sale of Aircraft and Component Parts Thereof
(30) F216010 Retail Sale of Camera Equipment
(31) F219010 Retail Sale of Electronic Materials
(32) I103060 Management Consulting
(33) IZ11010 Overdue Receivables Management Services
(34) HZ02010 Financial Institution Creditor's Right(Money) Purchase Business
(35) HZ02020 Process Financial Institution Creditor's Right(Money) Appraisal and Auction Business
(36) HZ02040 Financial Institution Creditor's Right(Money) Management and Services
(37) JD01010 Industrial and Commercial Credit Checking Service
(38) JZ99050 Agency Services
(39) I102010 General Investment Consulting
(40) I301010 Software Design Services
(41) I301020 Data Processing Services
(42) I301030 Electronic Information Supply Services
(43) I401010 General Advertising Services
(44) F115010 Wholesale of Jewelry and Precious Metals
(45) F215010 Retail Sale of Jewelry and Precious Metals
(46) H703090 Real Estate Business
(47) H703100 Real Estate Rental and Leasing
(48) G101041 Passenger Car Rental and Leasing
(49) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
(50) G101091 Pickup Truck Rental and Leasing
(51) F111090 Wholesale of Building Materials
(52) F211010 Retail Sale of Building Materials
(53) F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
(54) F106010 Wholesale of Hardware
(55) F106050 Wholesale of Pottery, Porcelain and Glassware
(56) F107010 Wholesale of Paints, Coating and Varnishes
(57) F107020 Wholesale of Dyes and Pigments
- 61 -
(58) F107990 Wholesale of Other Chemical Products
(59) F110010 Wholesale of Clocks and Watches
(60) F110020 Wholesale of Glasses
(61) F113020 Wholesale of Electrical Appliances
(62) F113050 Wholesale of Computers and Clerical Machinery Equipment
(63) F113060 Wholesale of Measuring Instruments
(64) F113100 Wholesale of Pollution Controlling Equipments
(65) F114040 Wholesale of Bicycle and Component Parts Thereof
(66) F114050 Wholesale of Tires
(67) F114080 Wholesale of Tramway Cars and Parts
(68) F117010 Wholesale of Fire Safety Equipment
(69) F199990 Other Wholesale Trade
(70) F206010 Retail Sale of Ironware
(71) F213010 Retail Sale of Electrical Appliances
(72) F213030 Retail Sale of Office Machinery and Equipment
(73) F213050 Retail Sale of Measuring Instruments
(74) F213100 Retail Sale of Pollution Controlling Equipments
(75) F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
(76) F103010 Wholesale of Animal Feeds
(77) F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
(78) F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
(79) F113990 Wholesale of Other Machinery and Tools
(80) F102170 Wholesale of Foods and Groceries
(81) F106030 Wholesale of Molds
(82) F108040 Wholesale of Cosmetics
(83) F113090 Wholesale of Traffic Sign Equipments and Materials
(84) F112040 Wholesale of Petrochemical Fuel Products
(85) F212050 Retail Sale of Petrochemical Fuel Products
(86) F206030 Retail Sale of Molds
(87) F101081 Wholesale of Seedling
(88) F201061 Retail of Seedling
(89) F101980 Wholesale of Other Animal
(90) F201980 Retail Sale of Other Animal
(91) F107080 Wholesale of Environmental Agents
- 62 -
(92) F207080 Retail Sale of Environmental Agents
(93) F102180 Wholesale of Alcohol
(94) F203030 Retail Sale of Alcohol
(95) F102030 Wholesale of Tobacco Products and Alcoholic Beverages
(96) F203020 Retail Sale of Tobacco and Alcohol
(97) F113070 Wholesale of Telecommunication Apparatus
(98) F213060 Retail Sale of Telecommunication Apparatus
(99) C302010 Weaving of Textiles
(100) C303010 Manufacture of Non-woven Fabrics
(101) C401030 Tanning and Dressing of Leather; Dressing and Dyeing of Fur
(102) F101100 Wholesale of Flowers
(103) F106040 Wholesale of Plumbing Materials
(104) F107030 Wholesale of Cleaning Supplies
(105) F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
(106) F113110 Wholesale of Batteries
(107) F115020 Wholesale of Ores
(108) F118010 Wholesale of Computer Software
(109) F120010 Wholesale of Refractory Materials
(110) F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
(111) F206040 Retail Sale of Plumbing Materials
(112) F207010 Retail Sale of Paints, Coating and Varnishes
(113) F207020 Retail Sale of Dyes and Pigments
(114) F207990 Retail Sale of Other Chemical Products
(115) F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
(116) F214050 Retail Sale of Tires
(117) F601010 Intellectual Property Rights
(118) I105010 Artistic Production Consultancy
(119) I503010 Landscape and Interior Designing
(120) IG03010 Energy Technical Services
(121) IZ99990 Other Industry and Commerce Services Not Elsewhere Classified
- 63 -
Article 3 This Company may, for its business operations or other investment matters, give endorsements or issue guarantees.
Article 4 The Company has its head office in Taipei City. Branches can be set up at home and abroad when necessary with the approval of the Board of Directors.
Article 5 The announcement of the Company shall be made in accordance with the provisions of the competent authority of securities.
Article 6 The total amount of the Company’s reinvestment is not subject to the restriction imposed by Article 13 of the Company Act that the reinvestment shall not exceed 40% of the paid-up capital, and the Board of Directors is authorized to enforce it.
Chapter 2. Shares
Article 7 The paid-in capital of this Company is NTD 4.8 billion, divided into 480 million shares, for NT10 per share. The board is authorized to issue the shares in batches, and some may be issued as preferred stock.
A reserve of 50 million shares is allocated within the overall capital amount for the exercise of subscription rights that are linked to warrants, special shares featuring subscription rights, or corporate bonds featuring subscription rights.
For shares purchased by the Company in accordance with regulations, the objects of transfer, the employees who purchase the new shares, the objects of issuing employee stock option certificates and issuing restricted new stocks for employees could include the employees of controlling companies or affiliated companies who meet certain conditions.
If the Company repurchases shares in accordance with the law and transfers them to employees at a price lower than the actual average repurchase price, such transfer shall require the consent of attending shareholders representing more than two-thirds of the total voting rights at the most recent shareholders’ meeting attended by shareholders representing a majority of the total issued shares.
Article 7-1 The following are the rights, responsibilities, and other material issuance terms pertaining to the preferred shares of the Company:
-
After deducting tax obligations and addressing prior losses, a legal reserve must be allocated in accordance with the provisions outlined in the Articles of Association if the annual financial statements indicate a profit. In accordance
-
64 -
with subsequent legal or regulatory obligations, a special reserve may be reallocated or revoked. The cumulative distributable profit is comprised of the undistributed profit from the beginning of the period and any remaining balance, which constitutes the distributable profit for the year. The annual preferred dividends shall be distributed prior to the cumulative distributable profit.
-
The dividends of preferred shares are capped at 8% per annum on the issue price. Cash dividends shall be distributed annually at one time, with the record date for the payment of dividends for the prior year being set by the Board of Directors. The dividend distribution during the issuance and redemption periods is computed using the precise number of days the preferred shares remained outstanding in that year.
-
The Company has discretion over the dividend distribution of preferred shares. The Company may decide not to distribute the dividend of preferred shares when the cumulative distributable profits are inadequate to cover such payments, which shall not be deemed as an event of default without committing a breach of contract. Dividend decisions that are neither distributed at all nor distributed at a reduced amount do not accrue for deferred payment in subsequent profitable years.
-
Preferred shareholders, aside from the dividends specified in Subparagraph 2, lack the right to partake in the allocation of capital reserves and earnings for cash or capital investments associated with common shares.
-
Preferred shareholders are accorded the same priority over common shareholders and rank similarly to other types of preferred shares issued by the company when it comes to the distribution of the company's remaining assets. They are subordinate to general creditors and their rights are restricted to an amount determined by the issuance price of the outstanding preferred shares at the time of distribution.
-
While preferred shareholders lack voting and election rights at general shareholders' meetings, they do possess voting rights during meetings exclusively for preferred shareholders and those that pertain to matters concerning their rights and obligations.
-
The convertible preferred shares issued by the Company shall not be converted within one year from the date of issuance. The Board of Directors is
-
65 -
authorized to determine the conversion period in the actual issuance terms. Shareholders of convertible preferred shares may apply to convert part or all of their preferred shares into common shares in accordance with the terms of issuance (at a conversion ratio of 1:1). Once converted into common shares, they shall have the same rights and obligations as common shares. The distribution of dividends for preferred shares shall be calculated based on the actual number of days outstanding relative to the total number of days in the year. However, if the preferred shares are converted into common shares before the ex-dividend date of the respective year, they shall not be entitled to receive the preferred share dividends for that year or for any subsequent years. Nonetheless, they shall be eligible to participate in the distribution of earnings and capital reserves for the year of conversion.
-
If the preferred shares issued by the Company have no maturity date, the shareholders of such preferred shares shall not have the right to request the Company to repurchase their shares. The Company may set a buyback date, which shall not be earlier than the day following the fifth anniversary of the issuance date. When all or part of the issued preferred shares are bought back, the Company may repurchase them in cash at the actual issue price in accordance with the relevant issuance regulations, convert them into new shares on a mandatory basis at a 1:1 ratio, or adopt other methods permitted by applicable laws and regulations. Any preferred shares that are not repurchased shall continue to be subject to the rights and obligations stipulated in the issuance terms until they are fully repurchased by the Company. In the event that the Company elects to allocate dividends during a specific calendar year, the dividends owed until the redemption date will be computed according to the precise number of days the shares were issued during that year.
-
If the preferred shares issued by the Company have a specified term, their issuance period shall not be less than five years. Shareholders of such preferred shares shall not have the right to request the Company to repurchase their shares. Upon maturity, or from the day following the fifth anniversary of issuance, the Company may repurchase the shares in cash at the issuance price and in accordance with the relevant issuance regulations, convert them into new shares on a mandatory basis at a 1:1 ratio, or adopt other methods permitted by law. If the Company is unable to repurchase all or part of the
-
66 -
preferred shares due to objective factors or force majeure, the rights of the outstanding preferred shares shall remain valid under the original issuance terms until they are fully repurchased by the Company.
The Board of Directors is authorized to resolve the particular issuance terms and conditions, such as the designation and date of issuance for the preferred shares, at the time of issuance. These terms are contingent upon the prevailing capital market conditions and investor interest, and are in accordance with the Company's Articles of Association and relevant legislation.
Article 8 The shares issued by the Company may be exempted from the printing of shares and shall be registered at the central securities depository enterprise.
Article 9 No change shall be made in the shareholders' roster within 60 days before an annual general meeting, within 30 days before an extraordinary general meeting, or within 5 days before the base date on which the Company decides to distribute dividends and bonuses or other benefits. The handling of stock affairs of the Company's shareholders shall all comply with the "Guidelines for the Handling of Stock Affairs of Public Companies", as well as the provisions of relevant laws and regulations.
Chapter 3. Shareholders' Meeting
Article 10 There are two types of shareholders' meetings of the Company:
- Annual general meetings held within six months after the end of each fiscal year.
- Extraordinary general meetings held when necessary.
A meeting of preferred shareholders may also be called in accordance with applicable laws and regulations.
Article 11 No later than 30 days before the annual general meeting and 15 days before the extraordinary general meeting, all shareholders shall be notified of the date, place and agenda.
The shareholders' meeting of the Company may be held by video conference or other means announced by the central competent authority. If the shareholders' meeting is held by video conference, the shareholders who participate in the meeting by video conference shall be deemed to be present in person.
Article 12 Shareholders unable to attend the shareholders' meeting in person for any reason could entrust a representative to attend the shareholders' meeting by providing a
- 67 -
power of attorney issued by the Company, with the scope of authorization specified herein.
Article 13 Except the shares in Item 2, Article 179 of the Company Act, shareholders are entitled to one vote for each share held.
Article 14 The chairman of the shareholders’ meeting convened by the Board of Directors shall be the person stipulated in Article 208 of the Company Act. If the shareholders’ meeting is convened by a person who has the convener power other than the Board of Directors, the chairman of that shareholders’ meeting shall be the person who has the convener power. When there are more than two persons who have the convener power of the shareholders’ meeting, one of them shall be elected by mutual recommendation as the chairman of that shareholders’ meeting.
Article 15 The resolutions of the shareholders’ meeting shall be made into minutes, which shall be prepared and distributed in accordance with Article 183 of the Company Act.
Article 16 Except as otherwise provided by the Company Act and relevant decrees, resolutions of the shareholders’ meeting shall be made with the presence of shareholders representing more than half of the total number of issued shares and with the consent of the shareholders present with a majority of voting rights.
Shareholders could exercise their voting rights by electronic means. Shareholders who exercise their voting rights by electronic means shall be deemed to be present in person. All relevant matters shall be handled in accordance with the provisions of the laws and regulations.
Article 16-1: If the Company would like to withdraw the public offering, it must be carried out upon passing the resolution at the shareholders’ meeting, and this clause shall not be modified during the period of being listed in the Emerging Stock Market and Main Stock Market (OTC).
Chapter 4. Directors and the Board of Directors
Article 17 The Company has five to eleven directors. The Board of Directors shall be authorized to determine the number of directors to be elected for a term of three years. Directors shall be elected by adopting candidates nomination system, and the shareholders’ meeting shall elect directors from the list of candidates. Directors could be reappointed consecutively once they have been elected. When the term of
- 68 -
office of a director expires but the re-election has not been completed, the term of office of the director may be extended until the newly elected director takes office.
Among the above-mentioned directors, the number of independent directors shall not be less than three and shall not be less than one third of the total number of directors. The professional qualifications, shareholding, restrictions on concurrent posts, recognition of independence and other matters to be observed of independent directors shall be handled in accordance with the provisions of relevant laws and regulations.
In compliance with the provisions of the Securities and Exchange Act, the Company has established the Audit Committee, which is composed of all independent directors. Its functions and powers and other matters to be followed shall be handled in accordance with the provisions of the competent authority of securities, as well as relevant laws and regulations. The Company could set up the Compensation Committee or other functional committees according to statutory provisions or business needs. The establishment, functions and powers of the relevant committees shall be handled in accordance with the provisions of the competent authorities.
Article 18
When a director of the Company is removed from office for some reason, and the total number of directors is less than five, the Company shall hold a by-election at the next following shareholders’ meeting. If the vacancy of directors reaches one-third, the Board of Directors shall hold an extraordinary general meeting for the by-election of directors within six (60) days from the date of the occurrence of such fact. The term of office of a director who is elected through the by-election shall be limited to the remained term of the original term.
Article 19
Except as otherwise provided by the Company Act, the board meeting shall be convened by the president. Except as otherwise provided by the Company Act, resolutions of the board meeting shall be made with the presence of more than half directors and with the consent of more than half directors present. If the board meeting is held by video conference, the directors who participate in the meeting by video conference shall be deemed to be present in person.
Article 20
The board of directors is composed of directors. With the presence of more than two-thirds of the directors and the consent of more than half of the directors present, one president and one vice president shall be elected from them. President shall be the chairman of the shareholders’ meeting and the Board of Directors internally, and shall represent the Company externally. If the president is on leave or is unable to
- 69 -
exercise his/her functions and powers for any reason, the agency of the president shall be handled in accordance with the provisions of Article 208 of the Company Act. If the president is unable to attend the board meeting for any reason, the agency of the president shall be handled in accordance with the provisions of Article 205 of the Company Act.
Article 21
The Company shall state the reason and notify all directors seven (7) days in advance when convening the board meeting. However, if there is an emergency, the board meeting can be convened at any time.
Notice of the board meeting may be in writing, by fax or by electronic means.
Article 22
The Company shall purchase liability insurance for the directors to protect them against potential legal liability arising from the performance of their duties. The Board of Directors could authorize the president to handle the renewal of the aforesaid liability insurance.
Article 23
The Company shall pay remuneration to all of the directors for performing duties with the Company, regardless of the profit or loss of the Company. The Board of Directors is authorized to discuss and determine the remuneration of directors based on their participation in and contribution to the operation of the Company with reference to the prevailing standards of the industry, and within the scope of the maximum level of remuneration set by the Company’s regulations on remuneration.
Chapter 5. Manager
Article 24
The Company could appoint several managers. The appointment, removal and remuneration of managers shall be handled in accordance with the provisions of Article 29 of the Company Act.
Chapter 6. Accounting
Article 25
The Company’s fiscal year begins on January 1 and ends on December 31 of each year. At the end of each fiscal year, the Board of Directors shall prepare the business report, financial statement, surplus distribution or loss appropriation proposal and submit them to the annual general meeting for approval in accordance with legal
- 70 -
procedures.
Article 26
If the Company generates a profit in a given fiscal year, at least 1% of the profit shall be allocated as employee compensation (with no less than 50% of this amount designated for distribution to junior employees), and no more than 0.5% shall be allocated as directors’ remuneration. Independent directors shall not participate in the distribution of directors’ remuneration. However, if the Company has accumulated losses, it must first retain an amount sufficient to offset these losses before allocating employee compensation and directors’ remuneration in proportion. The term “profit” in the preceding paragraph refers to the pre-tax profit of the current year before deducting employee compensation and directors’ remuneration.
Article 27
Employee compensation may be distributed in the form of stock or cash, with the terms and method of distribution determined by the Board of Directors. Recipients may include employees of the Company as well as employees of subsidiaries who meet specific criteria. Directors’ remuneration may only be distributed in cash.
Article 28
If there is any surplus in the annual accounts of the Company, taxes shall be paid first, losses of previous years shall be made up, and then 10% shall be set aside as statutory surplus reserves. However, the statutory surplus reserves reaching the paid-in capital are not subject to this limit. In addition, after the special reserves are saved up or returned in accordance with the relevant laws and regulations, they shall be used together with the undistributed surplus at the beginning of the same period as the shareholders’ accumulated distributable surplus. The cumulative distributable profit is comprised of the undistributed profit from the beginning of the period and any remaining balance, which constitutes the distributable profit for the year. The annual preferred dividends shall be distributed prior to the cumulative distributable profit, and the Board of Directors shall formulate the surplus distribution proposal and submit it to the shareholders’ meeting for a resolution to distribute it.
The dividend policy of the Company shall take reference of the future capital needs of the Company, and the distribution ratio of stock or cash dividends shall be determined according to the Company’s surplus, financial structure and the capital needs of future operating plans. In principle, the distribution of surplus shall not be less than 50% of the current year’s distributable earnings, of which the cash dividend shall not be less than 20%.
- 71 -
Chapter 7. Supplementary Provisions
Article 28
All matters not covered in the Articles of Association shall be handled in accordance with the Company Act, as well as other relevant laws and regulations.
Article 29
The organizational regulations and working rules of the Company shall be formulated separately.
The Articles are established on July 20, 1981.
The 1st revision was made on September 23, 1981.
The 2nd revision was made on March 10, 1982
The 3rd revision was made on January 22, 1983
The 4th revision was made on May 12, 1983
The 5th revision was made on June 13, 1983
The 6th revision was made on July 12, 1984
The 7th revision was made on June 7, 1989
The 8th revision was made on September 14, 1991
The 9th revision was made on September 2, 1993
The 10th revision was made on October 5, 1994
The 11th revision was made on January 27, 1996
The 12th revision was made on December 17, 1996
The 13th revision was made on May 3, 1997
The 14th revision was made on July 31, 1997
The 15th revision was made on September 9, 1997
The 16th revision was made on August 13, 1998
The 17th revision was made on November 31, 1998
The 18th revision was made on June 15, 1999
The 19th revision was made on June 12, 2000
The 20th revision was made on August 31, 2001
The 21st revision was made on March 21, 2002
The 22nd revision was made on October 30, 2003
The 23rd revision was made on December 23, 2003
The 24th revision was made on January 24, 2005
The 25th revision was made on October 31, 2005
The 26th revision was made on June 26, 2006
- 72 -
The 27th revision was made on June 21, 2010
The 28th revision was made on December 9, 2010
The 29th revision was made on June 21, 2011
The 30th revision was made on October 26, 2011
The 31st revision was made on October 28, 2015
The 32nd revision was made on May 24, 2016
The 33rd revision was made on May 29, 2019
The 34th revision was made on May 26, 2020
The 35th revision was made on May 19, 2021
The 36th revision was made on June 1, 2022
The 37th revision was made on November 30, 2022
The 38th revision was made on May 29, 2023
The 39th revision was made on May 31, 2024
The 40th revision was made on June 3, 2025
Chih-Ming Chien
President of Infinite Finance
- 73 -
Appendix 2
The Regulations for Shareholders’ Meetings
Article 1
In order to establish a good governance system of the Company’s shareholders’ meeting, improve the supervisory function and strengthen the management function, the Rules are hereby made in accordance with the provisions of Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2
Unless otherwise provided by law or Articles of Association, the shareholders’ meeting rules of the Company shall conform to the provisions of the Rules.
Article 3
Unless otherwise provided by law, the shareholders’ meeting of the Company shall be convened by the Board of Directors.
Unless otherwise provided in Regulations Governing the Administration of Shareholder Services of Public Companies, if the Company wants to hold a virtual shareholders’ meeting, it shall state in its Articles of Association with the board resolution. In addition, the resolution to convene a virtual shareholders’ meeting shall be passed by the Board of Directors with more than two-thirds of the directors attending the meeting and the consent of more than half of the directors present.
Any change in the manner of holding the shareholders’ meeting of the Company shall be decided with the resolution by the Board of Directors and must be made at the latest before the notice of the shareholders’ meeting is sent.
The Company shall upload the notice of the general meeting, the proxy form, motions for ratification, discussion, election or discharge of directors, and relevant explanatory materials to the Market Observation Post System (MOPS) at least 30 days before the general meeting or at least 15 days before an extraordinary meeting. Additionally, the Company shall upload the shareholders’ meeting handbook and supplementary materials to the MOPS within the same time frame – at least 30 days before a regular meeting and at least 15 days before an extraordinary meeting. At least 15 days before the general meeting, the Company shall prepare the meeting handbook and supplementary materials, making them available for shareholders to review at any time. These materials shall also be displayed at the Company and the professional stock agency appointed by the Company.
- 74 -
On the day of the shareholders’ meeting, the Company shall provide the agenda manual and supplementary document of the meeting to the shareholders for reference in the following ways:
- When holding a physical shareholders’ meeting, they shall be provided at the site of the shareholders’ meeting.
- When holding a hybrid shareholders’ meeting, they shall be provided at the site of the shareholders’ meeting and transmitted to the video conference platform in electronic files.
- When holding a virtual shareholders’ meeting, they shall be transmitted to the video conference platform in electronic files.
The notice and announcement shall state the reason of the meeting. With the consent of the counterpart, the notice may be made electronically.
The election or removal of directors, change of Articles of Association, reduction of capital, application for cessation of public offering, approval for directors to compete, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger and division of the Company or any of the matters provided for in Paragraph 1 of Article 185 of the Company Act, Articles 26-1, 43-6 of the Securities and Exchange Act, Articles 56-1 and 60-20 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed with their main contents in the cause for convening the meeting, and they shall not be presented by way of an incidental motion.
If the overall re-election of directors and the date of appointment of directors have been specified in the cause for convening the shareholders’ meeting, the date of appointment of directors shall not be changed by an incidental motion or other means at the same meeting after the completion of the re-election of directors by the shareholders’ meeting.
A shareholder holding more than 1% of the total number of issued shares could propose a maximum of one motion to the Company at an annual general meeting. If a shareholder submits more than one proposal, none of them will be included in the motion. In addition, the Board of Directors could exclude a shareholder’s proposal if it meets the conditions set forth in Paragraph 4 of Article 172-1 of the Company Act.
Shareholders could propose motions that urge the Company to promote the public interest or fulfill its social responsibilities. In accordance with the relevant provisions of Article 172-1 of the Company Act, a shareholder could propose a maximum of one motion. If a shareholder submits more than one proposal, none of them will be included in the motion.
Prior to the day on which the transfer of shares is suspended before the annual general meeting is held, the Company shall announce the acceptance of the shareholders’ proposals, the method of acceptance in writing or electronically, the place of acceptance and the period of acceptance. The
- 75 -
period of acceptance shall not be less than 10 days.
A proposal of a shareholder shall be limited to 300 words, if it is more than 300 words, the proposal will not be included in the motion. The proposer shall attend the annual general meeting in person or authorize other people to attend the meeting and participate in the discussion of the motion.
Before the date of notice of the convening of the shareholders' meeting, the Company shall notify the proposer of the result of the proposal, and list the motions meeting this article in the notice of the shareholders' meeting. For shareholders' proposals that are not included in the motion, the Board of Directors shall explain the reasons for not including them in the motion at the shareholders' meeting.
Article 4
At each shareholders' meeting, a shareholder could entrust a representative to attend the shareholders' meeting by providing a letter of authorization issued by the Company, with the scope of authorization specified.
A shareholder may issue only one letter of authorization and authorize at most one representative. In addition, the letter of authorization shall be delivered to the Company five days before the shareholders' meeting. If there are multiple letters of authorization, the first received shall prevail. However, if the previous authorization has been revoked with a declaration, this restriction does not apply.
After the letter of authorization has been received by the Company, if the shareholder intends to attend the shareholders' meeting in person or exercise his/her voting rights by written or electronic means, a notice of revocation of the letter of authorization shall be given to the Company in writing two days before the shareholders' meeting. If the letter of authorization is not revoked within the time limit, the voting rights exercised by the authorized proxy shall prevail.
After the letter of authorization has been received by the Company, if the shareholder intends to attend the shareholders' meeting by video, a notice of revocation of the letter of authorization shall be given to the Company in writing two days before the shareholders' meeting. If the letter of authorization is not revoked within the time limit, the voting rights exercised by the authorized proxy shall prevail.
Article 5 (Principle of place and time of the shareholders' meeting)
The place of the shareholders' meeting shall be at the Company's premises, or at a place convenient for shareholders to attend and suitable for the shareholders' meeting. The start time of
- 76 -
the shareholders' meeting shall not be earlier than 9 a.m. or later than 3 p.m. The place and time of the shareholders' meeting shall take full account of the opinions of the independent directors. When the Company holds a virtual shareholders' meeting, it is not subject to the restrictions on the place of holding the shareholders' meeting in the preceding paragraph.
Article 6 (Preparation of the attendance book and other documents)
The Company shall specify in the notice of shareholders' meeting the time and the place for accepting the registration of shareholders, solicitor s, authorized proxies (hereinafter referred to as "shareholders"), as well as other matters that shall be noted.
The time for accepting the registration of shareholders mentioned in the preceding paragraph shall be at least 30 minutes before the beginning of the shareholders' meeting. The registration counter shall be clearly marked, and adequate and competent personnel shall be arranged to handle the registration. For the virtual shareholders' meeting, the registration shall be accepted on the video conference platform of the shareholders' meeting 30 minutes before the start of the meeting. Shareholders who complete the registration shall be deemed to have attended the shareholders' meeting in person.
The shareholders shall present the attendance card, registration card or other attendance certificate to attend the shareholders' meeting. The Company shall not arbitrarily require the provision of other supporting documents for the attendance of shareholders. The solicitor of the letter of authorization shall bring with him/her identification documents for verification.
The Company shall provide an attendance book for the registration of the shareholders attending the shareholders' meeting, or shareholders shall provide the attendance card in lieu of registration. The Company shall provide the agenda manual, annual report, attendance cards, speaker's slip, votes and other meeting data to the shareholders attending the shareholders' meeting. If directors are to be elected, voting paper shall also be provided.
If the government or institution is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When an institution is authorized to attend the shareholders' meeting, only one person can be appointed to attend as its representative.
If the shareholders' meeting is held by video conference, the shareholders who wish to attend by video conference shall register with the Company two days before the meeting.
If the shareholders' meeting is held by video conference, the Company shall upload the agenda manual, annual report and other relevant data to the video conference platform of the shareholders' meeting at least 30 minutes before the start of the meeting, and disclose them constantly until the end of the meeting.
- 77 -
Article 6-1 (Matters that shall be stated in the notice of the virtual shareholders' meeting)
To convene a virtual shareholders' meeting, the Company shall include the following particulars in the shareholders' meeting notice:
- How shareholders attend the video meeting and exercise their rights.
- Actions to be taken if the video meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, which at least should cover the following particulars:
(1) The time at which the postponement of the meeting due to the aforementioned problems, and the date of the postponed meeting.
(2) A shareholder who has not registered to attend the original shareholders' meeting by video could not attend the postponed or resumed session.
(3) For a hybrid shareholders' meeting, when the video conference cannot be continued, if the total number of shares present reaches the statutory quota for the shareholders' meeting after deducting the number of shareholders attending the meeting by video, the shareholders' meeting shall continue. For shareholders who attend the shareholders' meeting by video, their shares shall be counted in the total number of shares of shareholders present, but they shall be deemed to be abstained from all motions in that shareholders' meeting.
(4) Actions to be taken if the outcomes of all proposals have been announced and extraordinary motions have not been carried out.
- A virtual shareholders' meeting shall be held and appropriate alternatives for shareholders who would have difficulty in attending the shareholders' meeting by video shall be specified. Except in the case provided for in Paragraph 6, Article 44-9 of Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide the shareholders with at least on-line equipment and necessary assistance, and specify the period during which the shareholders could apply to the Company and other relevant matters that shall be noted.
Article 7 (Chairman of the shareholders' meeting, attendees without voting rights)
If a shareholders' meeting is convened by the Board of Directors, the chairman of the Board shall be the chairman presiding at the meeting. If the Chairman is on leave or cannot perform his/her duties for some reason, the vice chairman shall preside at the meeting. If there is no vice chairman, or the vice chairman is also on leave or cannot perform his/her duties for some reason, the
- 78 -
Chairman shall appoint the managing director to act as chairperson. If there is no managing director, the Chairman shall appoint a director to act as chairperson. If the Chairman does not make such a designation, the managing director or one of the directors shall be recommended to act as chairperson.
If a managing director or director serves as chairperson, as mentioned in the preceding paragraph, he/she shall have been in office for more than six months and have knowledge of the financial and business situation of the Company. The same applies if the chairperson of the shareholders' meeting is the representative of a corporate director.
If the shareholders' meeting is convened by the Board of Directors, it is best to be presided over by the Chairman himself/herself, and it is best to have more than half of the directors of the board (including at least one independent director) attend in person, and at least one representative member of the functional committee attending. The attendance shall be recorded in the minutes of the shareholders' meeting.
If the shareholders' meeting is convened by a person who is entitled to convene other than the Board of Directors, that person should be the chairperson of the meeting. When there are more than two persons entitled to convene the shareholders' meeting, one of them shall be elected as the chairperson of that shareholders' meeting.
The Company could authorize its appointed lawyers, accountants or relevant personnel to attend the shareholders' meeting without voting rights.
Article 8 (Audio or video recording of the proceedings of the shareholders' meeting)
From the time of accepting the registration of the shareholders, the Company shall make continuous and uninterrupted audio and video recordings on the whole process of registration of shareholders, the whole process of the shareholders' meeting, as well as the whole process of voting and counting of votes.
The audio or video recording mentioned in the preceding paragraph shall be kept for at least one year. However, if a shareholder initiates legal proceeding according to Article 189 of the Company Act, such recordings shall be kept until the conclusion of the legal proceedings.
If the shareholders' meeting is held by video conference, the Company shall record and keep the data of shareholders' registration, enrollment, check-in, questioning, voting and the Company's vote counting results, and shall make continuous and uninterrupted audio and video recordings on the whole process of the virtual meeting.
The Company shall properly keep the data and audio and video recordings mentioned in the preceding paragraph during its existence, and provide the audio and video recordings to the unit
- 79 -
authorized to handle video conferencing services for preservation.
If the shareholders' meeting is held by video conference, it is best for the Company to record the background operation interface of the video conference platform.
Article 9
The attendance at the shareholders' meeting shall be calculated on the number of shares. The number of shares present shall be calculated on the basis of the number of shares registered in the attendance book or the attendance cards submitted and shares registered in the video conference platform, plus the number of shares exercising their voting rights in writing or electronically.
The Chairman shall call the meeting to order at the scheduled time, and announce the number of shares without voting rights and the number of shares present at the same time.
However, if the number of shares represented by attending shareholders is no more than half of the total number of issued shares, the Chairman may announce the postponement of the meeting. The postponements shall be limited to two times, and the total postponement duration shall not exceed one hour. After two postponements, if the number of shares represented by attending shareholders is still no more than one-third of the total number of issued shares, the Chairman shall announce failure of the meeting. If the shareholders' meeting is held by video conference, the Company shall announce the failure of the meeting on the video conference platform of the shareholders' meeting.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act, and all shareholders shall be notified of the tentative resolution that another shareholders' meeting shall be convened within one month. When the shareholders' meeting is held by video conference, shareholder intending to attend the shareholders' meeting by video shall re-register with the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chairman of the shareholders' meeting may resubmit the tentative resolution for a vote by the shareholders' meeting in accordance with the provisions of Article 174 of the Company Act.
Article 10
If the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including
- 80 -
extraordinary motions and amendments to the original proposals)., The meeting shall proceed in the order set by the agenda, and shall not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
The Chairman may not declare the meeting adjourned prior to completion of deliberation of the agenda, as prescribed in the two preceding paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the Chairman declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The Chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the Chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chairman may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11 (Shareholders' speech)
Before speaking, the attending shareholders must specify on a speaker's slip the subject of the speech, their shareholder account numbers (or attendance card numbers), and account names. The order in which shareholders speak will be set by the Chairman.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the Chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chairman may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the Chairman shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives may speak on the same proposal. After an attending shareholder has spoken, the Chairman may respond in person or direct relevant personnel to respond.
- 81 -
If the shareholder’s meeting is held by video conference, shareholders who attend the meeting online may raise questions in writing at the virtual meeting platform from the Chairman declaring the meeting open until the Chairman declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12 (Calculation of the number of voting shares, the recusal system)
The voting of the shareholders’ meeting shall be calculated on the number of shares.
For the resolution of the shareholders’ meeting, the number of shares held by shareholders without voting rights shall not be counted as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be counted as part of the voting rights represented by the attending shareholders.
Except for trust business or stock agency approved by the competent authority of securities, when a person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of
- 82 -
that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Articles of Association of the Company, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
- 83 -
When the Company convenes a virtual shareholders’ meeting, after the Chairman declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the Chairman announces the voting session ends, or will be deemed abstained from voting.
In the event of a virtual shareholders’ meeting, votes shall be counted at once after the Chairman announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders’ meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders’ meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and 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, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chairman of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement
- 84 -
made through the Market Observation Post System.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chairman's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the statistical tallies of the numbers of votes), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company. Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the Chairman's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
Article 16 (Public disclosure)
On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the Market Observation Post Station within the prescribed time period.
- 85 -
Article 17 (Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The Chairman may direct the disciplinary officers or security personnel to help maintain order at the meeting place., and they shall wear an identification card or armband bearing the word "Disciplinary Officer". At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chairman may stop the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the Chairman's correction, obstructing the proceedings and refusing to heed calls to stop, the Chairman may direct the disciplinary officers or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of a shareholders' meeting)
When a meeting is in progress, the Chairman may announce a break based on time considerations. If a force majeure event occurs, the Chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the Chairman has announced the meeting adjourned.
Article 20 (Location of the Chairman and secretary of virtual shareholders' meeting)
When the Company convenes a virtual shareholders' meeting, both the Chairman and secretary shall be in the same location, and the Chairman shall declare the address of their location when the meeting is called to order.
Article 21 (Handling of communication interruption)
In the event of a virtual shareholders' meeting, the Company may offer a simple connection test
- 86 -
to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders’ meeting, when declaring the meeting open, the Chairman shall also declare, unless under a circumstance 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, 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 Chairman 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 five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders’ meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting online and have successfully signed in the meeting, but do not attend the postponed or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders’ meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders’ meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting in
- 87 -
accordance with the requirements listed under Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under 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 (Handling of digital divide)
When convening a virtual shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online. Except in the case provided for in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide the shareholders with at least on-line equipment and necessary assistance, and specify the period during which the shareholders could apply to the Company and other relevant matters that shall be noted in the notice of the shareholders’ meeting.
Article 23
These Regulations shall come into force after the approval from the shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
- 88 -
Appendix 3
Procedures for Election of Directors
Article 1
To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Article 21 and Article 41 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.
Article 2
Unless otherwise provided by law and regulation or by Articles of Association, the election of directors of the Company shall be handled in accordance with these Procedures.
Article 3
The overall composition of the board of directors shall be taken into account in the selection of the Company’s directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversification based on the Company’s business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic conditions and values: Gender, age, nationality and culture.
- Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing or science and technology), professional skills and industry experience.
All members of the Board of Directors shall possess the knowledge, skills and qualities necessary for the performance of their duties. the abilities that must be present in the board as a whole are as follows:
- The ability to make judgments about operations.
- Accounting and financial analysis ability.
- Operating management ability.
- Crisis management ability.
- Industry knowledge.
- Vision of overall situation of the international market.
- Leadership.
- Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a
- 89 -
relationship within the second degree of kinship with any other director.
The Board of Directors of the Company shall consider adjusting the composition of the Board of Directors based on the results of the performance evaluation.
Article 4
Qualifications of independent directors of the Company shall comply with Article 2, Article 3 and Article 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.
The election of the Company’s independent directors shall comply with Article 5, Article 6, Article 7, Article 8 and Article 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and shall be handled in accordance with the provisions in Article 24 of the “Governance Best Practice Principles for TWSE/TPEx Listed Companies”.
Article 5
Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders’ meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s Articles of Association, the Company shall call an extraordinary general meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of independent directors falls below that required under the provision of Paragraph 1, Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse, an extraordinary general meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6
The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
- 90 -
Article 7
The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8
The number of directors will be as specified in the Company's Articles of Association, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chairman drawing lots on behalf of any person not in attendance.
Article 9
Prior to the start of the election, the Chairman shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10
A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by a person with the right to convene.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate whose name is entered in the ballot does not conform to the director candidate list.
- Other words or marks are entered in addition to the number of voting rights allotted.
Article 11
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with
- 91 -
which they were elected, shall be announced by the Chairman on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12
The Board of Directors of the Company shall issue notifications to the persons elected as directors.
Article 13
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.
- 92 -
Appendix 4
Infinite Finance Co., Ltd.
Shareholding of Directors
Book closure date: March 28, 2026
| Title | Name | Number of shares recorded in the shareholder register. |
|---|---|---|
| Chairman | O-Bank Co., Ltd. | |
| Representative: | ||
| CHIEN, CHIH-MING | Common Shares: 167,918,479 | |
| Series A Preferred Shares: 0 | ||
| Vice Chairman | Kuo Yu Investment Development Co., LTD. | |
| Representative: | ||
| CHU, CHRISTIAN BRIAN | Common Shares: 80,204,247 | |
| Series A Preferred Shares: 13,164,005 | ||
| Director | Kuo Yu Investment Development Co., LTD. | |
| Representative: | ||
| HSU, YU-SHU | Common Shares: 80,204,247 | |
| Series A Preferred Shares: 13,164,005 | ||
| Director | Kuo Yu Investment Development Co., LTD. | |
| Representative: | ||
| LIN, SHEN-CHIH | Common Shares: 80,204,247 | |
| Series A Preferred Shares: 13,164,005 | ||
| Director | Kuo Yu Investment Development Co., LTD. | |
| Representative: | ||
| LIN, HSIU-JU | Common Shares: 80,204,247 | |
| Series A Preferred Shares: 13,164,005 | ||
| Director | O-Bank Co., Ltd. | |
| Representative: | ||
| LAI, LI-JEN | Common Shares: 167,918,479 | |
| Series A Preferred Shares: 0 | ||
| Director | O-Bank Co., Ltd. | |
| Representative: | ||
| TIEN, FU-CHANG | Common Shares: 167,918,479 | |
| Series A Preferred Shares: 0 | ||
| Independent Director | CHAN, HOU-SHENG | Common Shares: 0 |
| Series A Preferred Shares: 0 | ||
| Independent Director | KUNG, CHUN-CHI | Common Shares: 0 |
| Series A Preferred Shares: 0 | ||
| Independent Director | HSIEH, MING-JUI | Common Shares: 0 |
| Series A Preferred Shares: 0 | ||
| Independent Director | LIU, HUI-CHUN | Common Shares: 0 |
| Series A Preferred Shares: 0 |
Remarks:
1. As of March 28, 2026, the Company's total number of issued shares is 443,289,360, consisting of 403,289,360 common shares and 40,000,000 preferred shares.
2. The minimum statutory number of shares that must be held by all Directors is 16,000,000. The number of shares recorded in the shareholder register is 261,286,731.