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INX — AGM Information 2026
Jun 9, 2026
52330_rns_2026-06-09_946e12df-7081-47e9-8778-193a20d9d644.pdf
AGM Information
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INNOLUX CORPORATION
2026 Annual Shareholders’ Meeting Minutes
Method of Convening the Meeting: Physical Shareholders’ Meeting
Time: 09:00 a.m., May 27, 2026
Place: 3F, No.36, Keyan Rd., Zhunan Township, Miaoli County, Taiwan
(Assembly hall of the Administrative Service Center of Zhunan Site, Hsinchu Science Park)
Total shares represented by shareholders present in person or by proxy: 5,186,152,027 shares (including 2,481,586,414 shares casted electronically, This represents 64.94% of the Company's total issued shares (excluding the 4,072,200 shares without voting rights as stipulated in Article 179, Paragraph 2 of the Company Law), which is 7,985,125,137 shares. The number of shares required to be present has been met
Directors present: Jin-Yang Hung, Chairman, Yang, Hung-wen, Director, Jyh-Chau Wang, Director, Chi-Chia Hsieh, Director, Chih-I Wu, Independent Director,) Convener of the Audit and Remuneration Committee), Hsieh, Yong-Fen Independent Director, Hsin-Bei Shen, Independent Director, Chang, Feng-Kan Independent Director,
Non-voting delegates: Chih-Huang Chang, Attorney Sheng-Chung Hsu, Certified Public Accountant of PwC Taiwan
Chairman: Jin-Yang Hung
Recorder: Joyce Chen
Commencement: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
Chairman Remarks: (Ommitted)
Report Items
- 2025 Business Report (Ommitted)
- Audit Committee Review Report t(ommitted)
Ratification Items
(Proposed by the Board of Directors)
Proposal I: Recognition of 2025 Business Report and Financial Statements
Explanatory note:
I. 2025 Financial Statements of the Company were duly audited by CPA, Hsu, Sheng-Chung and CPA, Liang, Hua-Ling of PricewaterhouseCoopers Taiwan.
II. 2025 Business Report and Financial Statements are attached hereto as Attachment I & III.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: 5,186,150,027 shares were represented at the time of voting (including 2,481,586,414 shares casted electronically)
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| Voting Results | Voting Rights | % of the Represented Share Present |
|---|---|---|
| Votes in Favor | 4,566,886,012 | 88.05% |
| Votes against | 1,549,008 | 0.02% |
| Invalid Votes | 0 | 0.00% |
| Votes abstained / Not Voted | 617,715,007 | 11.91% |
(Proposed by the Board of Directors)
Proposal II: 2025 Earnings Distribution Table
Explanatory note:
I. Please refer to Attachment IV for 2025 Earnings Distribution Table .
II. The proposed cash dividend distributed to shareholders is NT$3,992,562,569 (NT$ 0.5 per share). The cash dividend shall be rounded down to the nearest dollar and the decimal figures shall be rounded off according to the distribution proportion. The amount rounded off from the cash dividend will be at the discretion of the Chairman as authorized.
III. In the event that there is change in capital of the Company affecting the outstanding shares of the Company, causing the distribution ratio shall be changed and adjusted, it is proposed that the Chairman shall be authorized to make related adjustments.
IV. It is proposed that the Chairman shall be authorized to decide the distribution record date, the distribution date, and other related matters after this proposal is approved by the shareholders’ meeting.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: 5,186,150,027 shares were represented at the time of voting (including 2,481,586,414 shares casted electronically)
| Voting Results | Voting Rights | % of the Represented Share Present |
|---|---|---|
| Votes in Favor | 4,571,432,036 | 88.14% |
| Votes against | 4,612,506 | 0.08% |
| Invalid Votes | 0 | 0.00% |
| Votes abstained / Not Voted | 610,105,485 | 11.76% |
Discussion Items
(Proposed by the Board of Directors)
Proposal I: To approve proposal of cash distribution from additional paid-in capital
Explanatory note:
I. Pursuant to Article 241 of the Company Act, the Company will distribute the addition paid-in capital derived from excess value above the par value per share at the amount of NT$ 3,992,562,569. The distribution will be made according to shareholders and the shares held by the shareholders registered on the shareholders' roster on the distribution record date. Each share will receive the distribution in cash at the amount of NT$0.5.
II. The total cash distribution is NT$ 0.5 per share, together with cash dividend, NT$ 0.5 per share. The distribution by cash totals NT$1. For the amount less than NT$1 shall be completely rounded down. It is proposed to authorize the Chairman to fully handle the amount rounded off from the cash dividend.
III. In the event that there is change in capital of the Company affecting the outstanding shares of the Company, causing the distribution ratio shall be changed and adjusted, it is proposed that the Chairman is authorized to make relevant adjustments.
IV. It is proposed that the Chairman is authorized to decide the distribution record date, the distribution date, and other related matters after this proposal is approved by the shareholders' meeting.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: 5,186,150,027 shares were represented at the time of voting (including 2,481,586,414 shares casted electronically)
| Voting Results | Voting Rights | % of the Represented Share Present |
|---|---|---|
| Votes in Favor | 4,571,489,732 | 88.14% |
| Votes against | 4,813,824 | 0.09% |
| Invalid Votes | 0 | 0.00% |
| Votes abstained / Not Voted | 609,846,471 | 11.75% |
(Proposed by the Board of Directors)
Proposal II: Amendment to the Company's Procedures for Acquisition or Disposal of Assets
Explanatory note :
I. In order to comply with the revised "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission of the Executive on July 24, 2025, the Company intends to revise its Procedures for Acquisition or Disposal of Assets.
II. The amendments to certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets." were approved by the Audit Committee and Board of Directors on March 10, 2026.
III. The comparative table of the amendment is attached hereto as Attachment V.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: 5,186,150,027 shares were represented at the time of voting (including 2,481,586,414 shares casted electronically)
| Voting Results | Voting Rights | % of the Represented Share Present |
|---|---|---|
| Votes in Favor | 4,573,899,879 | 88.19% |
| Votes against | 1,712,691 | 0.03% |
| Invalid Votes | 0 | 0.00% |
| Votes abstained / Not Voted | 610,537,457 | 11.77% |
(Proposed by the Board of Directors)
Proposal III: Proposal to transfer shares to employees at less than the average actual share repurchase price
Explanatory note:
The Company’s third share buyback totaled 50,000,000 shares, at an average price of NT$13.01. Following cash capital reductions in 2022 and 2023, as well as the partial transfer of 38,360,000 shares in 2023, the remaining shares totaled 4,627,500. After another cash capital reduction in 2024, the remaining shares were adjusted to 4,072,200, with the average price corrected to NT$13.98; To motivate employees and enhance their cohesion, the Company intends to transfer shares to employees at a price lower than the average repurchase price of NT$13.98. In accordance with Article 10-1 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the required disclosures are attached hereto as Attachment VI.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: 5,186,150,027 shares were represented at the time of voting (including 2,481,586,414 shares casted electronically)
| Voting Results | Voting Rights | % of the Represented Share Present |
|---|---|---|
| Votes in Favor | 4,443,455,195 | 85.67% |
| Votes against | 130,153,920 | 2.50% |
| Invalid Votes | 0 | 0.00% |
| Votes abstained / Not Voted | 612,540,912 | 11.81% |
(Proposed by the Board of Directors)
Proposal IV: Propose issuance of 2026 Restricted Stock Awards (RSA)
Explanatory note:
I. In accordance with Article 267 of the Company Act and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the Company intends to issue restricted stock awards for 2026. The relevant matters are attached hereto as Attachment VII.
II. The Regulations for the Issuance of Restricted Stock Awards for 2026 are attached hereto as Attachment VIII.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: 5,186,150,027 shares were represented at the time of voting (including 2,481,586,414 shares casted electronically)
| Voting Results | Voting Rights | % of the Represented Share Present |
|---|---|---|
| Votes in Favor | 4,536,998,373 | 87.48% |
| Votes against | 35,630,373 | 0.68% |
| Invalid Votes | 0 | 0.00% |
| Votes abstained / Not Voted | 613,521,281 | 11.82% |
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Extempore Motions: None.
Adjournment: The meeting was adjourned at 09:15 a.m.
< No shareholders asked questions at this shareholders' meeting.>
Attachment I
Innolux Corporation
2025 Business Report
Report on the Company's operating results for 2025 as follows.
Looking back on 2025, the global political and economic landscape underwent a reshaping amid severe turbulence. Although the high-interest-rate environment has gradually eased, the shifting geopolitical landscape, the restructuring of trade barriers, and the technological explosion of generative AI moving from the cloud to edge devices have woven together to create a year full of challenges and opportunities. This year also marks the starting point of the second six years of the Company's "666 Planning Blueprint"—"overcome difficulties, transform business model, and expand businesses." The Company demonstrated exceptional resilience and adaptability, steadfastly adhered to the core philosophy of "More than Panel", and progressively implemented a strategy to transform business model and optimize our product portfolio by shifting toward high-margin products. In addition to continuing organizational optimization and resource realignment within our core display business, we have expanded niche products into AI application fields. In the non-display sector, we have deepened the role of our subsidiary CarUX as a Tier 1 automotive supplier, completed the acquisition of Pioneer Corporation, and are advancing toward the goal of building a comprehensive smart cockpit integration platform to meet the evolving and diverse needs of global automakers and consumers.
To strengthen our corporate foundation, we are committed to creating multi-engine growth momentum. In terms of product strategy, the Company is extending its technological reach into diverse application fields. In addition to continuing to deepen its presence in the automotive, smart healthcare, and fan-out panel level packaging (FOPLP) sectors, we are actively increasing investment in specialized applications, targeting high-value-added niche markets, including marine displays with high weather resistance and reliability, as well as public information display (PID). Through these cross-sector applications, the Company aims to mitigate the risks associated with reliance on a single industry cycle, enhance its overall competitiveness, and maximize corporate value. Since launching its transformation plan in 2018, the Company has achieved an annualized total shareholder return (TSR) of 10.2% through 2025, a significant increase from the previous year (6.5%). This performance leads the same industry globally and has widened the gap with competitors, reflecting the market's strong endorsement of the Company's transformation.
Looking ahead to 2026, the global economic landscape is expected to remain uncertain, influenced by multiple factors including technological transformation, environmental sustainability issues, geopolitical tensions, and demographic shifts. Facing an environment where challenges and opportunities coexist, the Company will maintain a prudent and pragmatic approach while responding flexibly to market dynamics. We will continue to drive hardware and software integration, deepen partnerships with strategic partners, and strive to optimize the efficiency of existing assets. Our goal is to maintain stable operations amid a volatile economic environment and continuously build long-term competitiveness.
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I. Results of Business Plan Implementation and Budget Execution
For 2025, the Company consolidated sales revenue was NT$ 226,724,264 thousand, up NT$ 10,214,345 thousand, or 4.72%, compared with 2024 (consolidated net sales revenue for 2024 was NT$ 216,509,919 thousand). For 2024, the net profit attributable to owners of the parent company was NT$ 249,764 thousand, and the earnings per share was NT$ 0.03.
No financial forecast has been disclosed for 2025, therefore there is no need to disclose budget execution.
II. Analysis of financial income and expenditure and profitability
| Items | 2024 | 2025 | |
|---|---|---|---|
| Financial Structure (%) | Debts to assets ratio | 34.78 | 41.85 |
| Long-term capital to property, plant, and equipment ratio | 199.49 | 220.34 | |
| Solvency | Current ratio (%) | 157.71 | 143.03 |
| Quick ratio (%) | 110.11 | 102.19 | |
| Interest coverage multiplier (times) | 8.22 | 1.31 | |
| Profitability | Return on assets (%) | 2.13 | 0.39 |
| Return on equity (%) | 2.91 | 0.29 | |
| Operating profits as a percentage of paid-in capital (%) | (9.91) | (5.21) | |
| Net profits before tax as a percentage of paid-in capital (%) | 10.30 | 0.37 | |
| Net profit margin (%) | 3.11 | 0.29 | |
| arnings per share (NT$) | 0.76 | 0.03 |
III. Status of Research and Development
As a core medium of modern technology, display technology is accelerating its convergence with semiconductor and Internet of Things (IoT) technologies. Leveraging our global leadership in glass-substrate semiconductor processes (TFT), the Company continues to refine hardware performance and actively expand into forward-looking fields such as MiniLED, MicroLED, and fan-out panel level packaging (FOPLP). Through technological iteration and production capacity optimization, we have not only strengthened our market competitiveness but also laid a solid foundation for industry innovation.
In response to the rapid advancements in AI and communication technologies, we are committed to the deep integration of software and hardware. In addition to utilizing algorithms to optimize image processing and automation technologies, we have extended this expertise to the medical display sector, and developed high-precision integrated hardware-software solutions to enhance the efficiency and quality of image interpretation. We aim to inject strong momentum into industrial upgrading and economic transformation through cross-domain technological convergence in the 5G/6G era.
CarUX, our subsidiary, is dedicated to breaking through the constraints of traditional displays by integrating AI technology to create smart cockpits that connect digital lifestyles. Leveraging our deep technical expertise, we seamlessly integrate infotainment systems into vehicle design, providing comprehensive solutions that balance safety and functionality. We are a smart mobile systems integrator with deep technical expertise.
The Company has also achieved significant progress in multiple fields, making excellent development and achievement. Outstanding achievements in various fields are as follows:
- Advanced semiconductor packaging
Our plan to transform into an advanced semiconductor packaging and testing company has been recognized by our customers, with mass shipments commencing in 2025. Both shipment volume and yield rates have gained high customer satisfaction. In addition to proving our determination to transform, and being recognized by our semiconductor customers, we will also be able to contribute to Taiwan's leadership in semiconductor and advanced packaging technology. Chip First technology for Fan-Out Panel Level Package (FOPLP) can help customers to reduce die size and cost significantly, maintain high I/O pin count, and reduce overall package thickness to meet the increasingly stringent thickness requirements of cell phones and mobile devices, which is very suitable for applications such as NFC Controller, Audio Codec, PMIC, and Connectivity communication chips. In addition, Chip First technology has also developed thick copper lead technology, which is suitable for application in chips with high voltage, high current, and high heat dissipation requirements. After the Company developed multi-die heterogeneous integrated packaging technology, it was also recognized by automotive semiconductor manufacturers and power management customers for SPS (Smart Power Stage) applications in AI servers, who appointed the Company to develop the its newly-designed Class III semiconductor multi-die high-power power management IC, and plan for a series of product introduction programs. In the meantime, our unique embedded packaging technology using insulating materials with low dielectric coefficient (Dk) and low dissipation factor (Df) has attracted high interest from international microwave chip customers, who have initiated a series of design parameter validation to develop their next-generation microwave chips, including not only automotive radar applications, but also future gesture control chips.
In addition, the Company's Advanced Packaging Business Center has also developed a unique multi-point final testing, which can test 16 to 32 chips at a time, greatly improving the testing efficiency and helping customers to reduce the cost of testing; mass production has already officially commenced.
In terms of RDL first technology, we have the advantage of large square substrate. In addition to the higher area utilization ratio of square substrate compared to 12-inch wafer, AI application chips are designed with larger and larger chip area to enhance the computational power of iterative product, and 12-inch wafers can no longer be produced efficiently, instead, the large Fan-Out Panel Level Package (FOPLP) technology must be adopted. The Company has been working on this technology for a long time, and ranks top in this advanced packaging market trend. The Company is also actively deploying RDL interposer, an advanced packaging technology applied to large-size chips, and have been favored by large-scale packaging customers. We have launched a technology validation program to meet the market demand for
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large-size AI/HPC chips within one to two years. By then, we will have sufficient large-size substrate capacity to help our customers expand their markets quickly, reduce capital expenditures, or achieve greater capital efficiency, and we will have a chance to rapidly meet the huge AI chip business. In addition to the market demand for large chips, the demand for thin SIP (System-in-Package, which integrates multiple functional chips into one package) is also rising rapidly. In addition to the demand for mobile phones, there is a high demand for thin communication chips in mobile devices such as smartwatches, AR glasses, Bluetooth headsets. Our RDL substrates are crucial in assisting customers with thinning solutions. In addition to achieving the thickness required by customers, the production efficiency of large RDL substrates can satisfy customers' goals within a certain cost budget.
In the substrate sector, as demands for artificial intelligence and high computing power continue to rise, advanced packaging is rapidly evolving toward large-sized chips and large-area packaging. The flatness, dimensional stability, and structural reliability of IC substrates have become critical factors affecting packaging yield and system performance. However, as packaging scales up, traditional organic substrates face challenges such as difficulty in controlling warpage and the inability to balance thickness with process precision. Furthermore, the significant disparity in thermal expansion coefficients between the substrate and the chip significantly increases the risk of chip cracking and reliability issues under high-power and thermal cycling conditions, making it difficult to meet the demands of next-generation advanced packaging.
Against this backdrop, glass substrates (TGV Glass Core Substrates) have emerged as a major development direction for advanced packaging. Leveraging the inherent properties of glass—low thermal expansion, high flatness, and high mechanical strength—these substrates effectively support large-size packaging and finer line width and spacing designs. This enhances overall interconnection density and computing power performance, laying a critical foundation for the long-term mass production of advanced packaging in high-performance, high-reliability applications.
Our key advantage lies in our early strategic positioning in the TGV field, built upon years of experience in fabricating semiconductor devices and circuits on glass, coupled with collaborative technology development with leading global customers. This integrated strength enables us to rapidly advance technology development and mass production implementation, establishing a clear competitive edge in the TGV field.
- Innovation of vehicle-mounted products
CarUX, our subsidiary, is dedicated to enhancing design flexibility for automotive interiors and exteriors, while providing customers with more differentiated and flexible space designs. In the field of smart cockpit design, CarUX prioritizes safety while integrating practical and entertainment features to launch a fully integrated smart cockpit simulation system. Through a cockpit domain control system, it seamlessly connects all in-vehicle visual control terminals to directly display key information required by drivers and passengers, creating an immersive in-vehicle interactive experience. Developed on a brand-new automotive hardware and software platform, this system can be rapidly integrated into OEMs for global automotive brands.
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In addition, CarUX provides advanced display technologies for automotive interiors. These include very-high-performance direct-lit LCD displays, ultra-high-brightness MicroLED head-up displays (HUDs), and innovative technologies for smart peripherals that help maintain clear visibility of HUDs and enable dynamic movement of in-vehicle displays. Among them, "Windshield Reflective Solution" (WRS) includes "9.6-inch MircoLED AR Reflective Display" and "48-inch Panoramic Reflective Display", which utilizes MicroLED display modules with high brightness, high resolution, and low power consumption, the stereoscopic images with depth of field, and the exclusive algorithms and interface design to project information onto the windshield of the vehicle. It also integrates functions such as distance and directional indicators with the actual external environment, and provides drivers with essential driving information when they look directly at the road in front of them to enhance driving safety; at the same time, it can also expand the projection range to the passenger side to enjoy a variety of entertainment content, and can be switched to disable the local projection of information at any time to reduce the light source in the cabin and enhance comfort. In terms of technology, compared with traditional head-up displays, the volume of the device can be greatly reduced, thus freeing up space in the car. In summary, the WRS solution not only enhances driving safety, but also provides a high-tech, comfortable and flexible design for car interiors, bringing brand new experience for car users.
- Continuous upgrades in MicroLED technology
In high-end consumer market applications, MicroLED mirror displays feature ultra-high brightness (3,600 nits), high reflectivity (>86%), and high transmittance (>95%). Even in bright environments, they deliver clear and vivid images, ensuring exquisite details. The invisible screen design seamlessly integrates the mirror surface with the display, making it suitable for smart home and luxury commercial spaces, achieving a perfect harmony of technology and aesthetics while delivering an unparalleled visual experience. This product has also won the 2025 GPA Display Component Product Technology Award. The 25.4-inch MicroLED seamless mirror display had been deployed in cosmeceuticals retail stores in December 2025, integrating with AI recognition technology. It addresses the technical challenges often faced by traditional mirror screens in practical applications—such as image blurring, insufficient color saturation, or inadequate brightness caused by ambient light reflection—enabling the screen to display clear digital images while retaining the mirror's reflective function.
The Company's new MicroLED component design combines optimized circuitry, optical architecture, and advanced thermal control to effectively reduce optoelectronic losses and enhance luminous efficiency, enabling the system to achieve ultra-high brightness while maintaining balance of energy efficiency and high performance.
To date, MicroLED technology has secured nearly 600 patents in the United States. We will continue to deepen the development of innovative high-end display technologies, actively expand into diverse application fields, and collaborate with customers and strategic partners to extend the industry value chain.
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- N3D (Naked-Eye 3D) technology yields positive results
The Company has developed a naked-eye 3D mobile medical platform to address diverse needs such as telemedicine, preoperative assessment, intraoperative navigation, and doctor-patient consultations. It offers 27-inch naked-eye 3D display solutions for operating room and 13.3-inch solutions for mobile diagnosis and treatment, as well as immersive medical teaching tools and a shared decision-making platform for doctors and patients, serving as essential auxiliary tools for surgery education and preoperative diagnosis.
By converting CT and MRI scan data into high-precision naked-eye 3D images, it helps physicians observe organs, lesions, tumors, and skeletal structures more intuitively, thereby improving diagnostic accuracy. Combined with AI image segmentation technology, it automatically distinguishes structures such as organs, blood vessels, and tumors within the images, allowing physicians to quickly assess conditions and shorten diagnosis time.
During minimally invasive or complex surgeries, naked-eye 3D technology provides real-time 3D images, assisting physicians in more accurately determining the location of lesions and avoiding critical tissues, thereby improving surgical safety and success rates. Through naked-eye 3D technology, physicians can perform three-dimensional simulations prior to surgery, such as for cardiac, brain, or orthopedic procedures, to enhance the accuracy and efficiency of preoperative planning.
Naked-eye 3D technology can be used for training medical students and professional physicians, providing more intuitive explanations of anatomy and pathology than traditional 2D images, thereby improving learning efficiency. Physicians can use naked-eye 3D technology to practice virtual surgeries, simulating real surgical scenarios to enhance surgical skills and clinical decision-making abilities.
Combining naked-eye 3D with notebook products, the Company has launched the “16-inch Single-User Naked-Eye 3D Display,” equipped with proprietary N3D technology and a real-time eye-tracking system. This keeps 3D display delay below 1 ms and supports seamless switching between 3D and 2D display modes. This technology not only significantly enhances immersion and 3D depth perception but also ensures comfort during extended use, making it suitable for diverse applications such as AI design, 3D modeling, digital content creation, and professional presentations.
The newly launched “27-inch Eye-Tracking Naked-Eye 3D Display” features proprietary N3D technology, addresses the issue of 3D motion sickness through low-crosstalk algorithms and offers advantages such as real-time rendering and minimal system resource consumption, delivering an immersive visual experience for gamers.
- Revolution of notebook market
As AI applications rapidly penetrate learning, creative, and mobile office environments, notebooks are rapidly evolving into highly interactive, high-performance smart computing platforms. The Company has made forward-looking investments in Oxide process capacity to address the market’s dual demands for display performance and power consumption management. Oxide technology features high electron mobility and low leakage current, making it particularly suitable for ultra-low-power applications in low-frequency display scenarios. It can effectively extend the battery life of AI notebooks during standby, reading, and document processing scenarios; simultaneously, it supports the display requirements of
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gaming applications with high refresh rates and variable refresh rate (VRR), maintaining stable and smooth performance during rapid screen switching, thereby providing more differentiated display solutions for the gaming and high-performance NB markets.
Regarding touchscreen display solutions, the Company has successfully created a highly cost-competitive architecture on its a-Si technology platform by integrating IC solutions co-developed with strategic suppliers. This architecture can flexibly address the mainstream and education-oriented NB markets, help customers rapidly adopt AI interactive applications; Meanwhile, for high-end and ultra-slim models, we have adopted a design architecture combining LTPS with integrated IC, which not only effectively reduces system power consumption but also significantly simplifies PCBA layout and improves space utilization, laying a critical foundation for products that achieve long battery life, lightweight design, and high performance simultaneously.
To address the needs of mobile office and extended use, the Company continues to refine display quality and material innovation, and introduces "paper-like" low-reflection eye-friendly display technology. This effectively reduces ambient light reflection and glare interference, enhances text readability and visual comfort, making it particularly suitable for education, business, and creative professionals. The Company has also developed carbon fiber ultra-thin display designs that further reduce weight while maintaining structural strength and durability, helping brand customers create flagship products that are more portable and feature a premium aesthetic. In terms of information security and privacy protection, the Company continues to upgrade next-generation anti-peep display technology, further optimizing the display effects of privacy protection mode and information sharing mode.
- Backlight upgrades for high-end large-size products
The high-end product platform for large-size TVs is primarily based on OLED (QD-OLED). Conventional LCD TVs require Mini LED backlighting to enhance visual performance and thereby increase product value. To maximize the value of LCD products, we have developed Micro/Mini LED RGB/BGB backlighting solutions for LCD. With tens of thousands of micro-LEDs enabling zone dimming, dynamic contrast ratios reach up to 1,000,000:1, eliminating light halo and delivering an immersive, lifelike viewing experience.
As the supply chain matures gradually, there remains an opportunity to achieve a more competitive cost structure compared to high-end OLED TVs. In the future, LCD technology has the potential to penetrate the high-end home and commercial display markets, securing a strategic foothold in the high-end display market.
- Gaming displays with ultra-high refresh rates
With the continued growth of the esports industry and high-performance gaming applications, high refresh rate displays have become a key specification for professional-grade products. The Company is actively investing in the R&D of professional gaming displays with ultra-high refresh rates of 500–600 Hz, focusing on screen response speed, dynamic clarity, and stable display performance. With a refresh rate soaring to 580Hz and an ultra-low response time of 1ms, gamers experience zero latency and smooth images. Supporting HDMI 2.2 and compatible with VRR adaptive synchronization, these displays ensure worry-free future upgrades and stand as the undisputed leader in panels offering exceptional CP value.
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Ultra-high refresh rate products present significant technical barriers in panel driving, signal processing, and system integration, resulting in relatively limited market competition and facilitating the establishment of a differentiated product positioning. This product line not only addresses the growth trends in the esports market but can also be extended to fields such as simulation training, real-time image processing, and high-end interactive applications, bringing the Company growth-oriented niche market opportunities.
8. Ultra-high-resolution 8K professional displays
In response to the increasing demand for display precision in professional imaging applications, the Company has invested in developing LCD panels with the latest 8K ultra-high-definition resolution (7680x4320). Every inch of the screen offers exquisite detail, with color reproduction reaching 99% of the DCI-P3 wide color gamut. HDR1000 peak brightness ensures deeper blacks and brighter whites.
The product is clearly positioned for professional markets such as content creation, medical imaging, industrial design, and precision visual applications. These markets place a high premium on display quality, stability, and long-term supply reliability, while being relatively less price-sensitive, which is conducive to achieving a favorable gross margin structure. By adopting high-PPI technology, the Company can not only enhance its technological visibility in the professional display sector but also gradually increase the revenue share of high-end, customized products, thereby progressively reducing the reliance of overall operation on fluctuations in the single consumer market.
9. Smart LC Window: Transforming Windows into 5G Base Stations
We are actively expanding into non-display application areas. Leveraging our proprietary liquid crystal film technology and expertise in glass integration processes, we are pioneering the next generation of smart liquid crystal window applications. In collaboration with the Industrial Technology Research Institute (ITRI), we have developed a smart LC window that not only features dimming and energy-saving functions but also serves as a 5G signal receiver, enhancing signal performance and the wireless connectivity experience.
Furthermore, in automotive applications, we are actively integrating LCD dimming technology into automotive components such as “Smart Dimming Windows,” “Smart Dimming Rearview Mirrors,” and “Smart Sun Visors.” This drives green business opportunities, creates new industry prospects, and advances environmental sustainability and a green future. In particular, the “Smart Dimming Sun Visor” is equipped with intelligent dimming function that automatically adjusts the visor’s light transmittance in real-time based on external light intensity. This protects the driver’s vision from glare and eliminates the blind spots associated with traditional sun visors, providing a safer and more comfortable driving experience. The dual-view automotive window display offers a safer and more versatile way to present in-vehicle information. This technology combines aesthetics, energy efficiency, and signal stability in a single solution.
10. Commercial display solutions
Display products continue to evolve toward customization and diverse application scenarios. Based on different usage environments and system requirements, we provide differentiated display specifications to meet application needs such as long-term operation,
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high reliability, and stable display performance. Related solutions already cover public information displays (PIDs), transportation displays, and entertainment industry applications, such as casino gaming displays, among other specialized markets. Through flexible design and module integration capabilities, we enhance product applicability across various public and commercial settings, which is also a key strategic direction for expanding professional display applications.
11. Development of aerospace display systems
Product development focuses on meeting specific technical requirements and establishing a comprehensive aerospace certification system to address demands for high reliability, high stability, and operation under harsh environmental conditions. Related display solutions can be applied to cockpit and pilot display systems for aircrafts such as civil aircrafts, fighters, and attack helicopters, covering critical applications such as flight information, mission displays, and human-machine interfaces. Through design and validation processes compliant with aerospace industry standards, we are progressively building an aerospace display product line with long-term supply and technological continuity, and expanding into high-value-added and high-barrier-to-entry market applications.
12. Maturation of InnoGallery core technologies and product commercialization
Echo InnoGallery is a digital art display that integrates AI-powered voice interaction with art aesthetics. Using innovative voice recognition technology, viewers can issue voice commands to instantly generate or switch between dynamic artworks, creating a brand-new human-machine interaction experience. The built-in environmental sensing system can detect ambient light intensity and color temperature in real time, automatically adjust display brightness and color, and create a soft, comfortable paper-like viewing experience that minimizes eye strain even during prolonged use. This year, we completed the development of 27-inch and 65-inch models featuring artistic voice recognition and interaction functions, integrated smart light-sensing system algorithms, optimized overall product design, and obtained quality and safety certifications.
Echo InnoGallery was honored with the 34th Taiwan Excellence Award. InnoGallery is not only an innovative art medium but also represents the concrete application of AI technology in humanities and creativity. Utilizing anti-glare and anti-reflection technologies, it delivers a realistic painting-like visual experience with low reflectivity and high diffusion, akin to paper, delicately reproducing brushstrokes and color gradations while ensuring comfort during extended viewing. Its eco-friendly, energy-efficient hardware design and the paperless advantages of intelligently generated content embody a new direction for future green technology and sustainable art.
13. InnoPaper liquid crystal electronic paper display technology
Combined with the "Software TCON Solution," it offers high reflectivity, high color saturation, low power consumption, and eye protection by eliminating harmful blue light. Through software algorithms, the system eliminates the need for specific TCON chips, reduces reliance on specific ICs, and enables high-performance image processing and display control, thereby enhancing competitiveness. The display panel utilizes a three-layer reflective cholesteric liquid crystal structure. Its bistable characteristics reduce power consumption, as
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power is only required when refreshing the screen. InnoPaper won the Outstanding Product Award of 2025 GPA Display Component Product Technology.
In response to the “global trend toward carbon neutrality” and “growing awareness of eye protection,” we have developed a “multi-functional liquid crystal e-paper display” featuring high reflectivity, high color saturation, low power consumption (bistable), and free of harmful blue light. It is a reflective LCD that combines the functions of an e-reader and an electronic billboard, making it suitable for applications in education, retail, transportation, and healthcare. It addresses environmental, energy-saving, and eye-protection needs. When applied to e-paper products, it can effectively replace paper, contributing to global environmental protection.
As the Company enters the second six years of the “666 Planning Blueprint”, we are actively driving core transformation and international expansion. By re-evaluating and leveraging the value of existing assets from different perspectives, we are revitalizing legacy assets to present a fresh outlook.
We will continue to strengthen our core display business, actively enter the automotive market, and expand into the advanced semiconductor packaging sector in the future. Building on our existing foundation, we will create additional value to drive our transformation strategy forward.
Chairman:
Managerial Officer:
Chief Accountant:
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Attachment II
Audit Committee Review Report
The Board of Directors has duly submitted the 2025 business report, financial statements, and the proposal of earnings distribution. The financial statements have been duly reviewed and approved by CPAs of PwC Taiwan with the issuance of Independent Auditor's Report.
The Audit Committee of the Company, have completed the audit and review, and had found nothing inconsistent with any of the above business report, financial statements, and the proposal of profit and loss appropriation. Therefore, I issue this audit report for acknowledgment in accordance with the Securities and Exchange Act and the Company Act.
Convener of the Audit Committee
Wu, Chih-I
Date: March 10, 2026
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Attachment III
Independent Auditors' Report and Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Innolux Corporation:
Opinion
We have audited the accompanying consolidated balance sheets of Innolux Corporation and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Group 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. Based on our audits and the reports of other auditors (please refer to the Other matter section), 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 Group's 2025 consolidated financial statements. These matters
were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:
Inventory valuation
Description
The industry is significantly affected by changes in the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Group has evaluated the inventory by taking into account the allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(7). There is a risk of the excess of the cost of inventory over the net realizable value of inventory. As the amounts of inventories are material and the sales prices of related products may have significant fluctuations because of market demand, we consider inventory valuation a key audit matter.
How our audit addressed the matter
We compared the financial statements to ascertain whether the provision policy on allowance for inventory valuation losses has been consistently applied, obtained the net realizable value report of inventory used by management for evaluation and obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount to assess the reasonableness of net realizable value and the appropriateness of valuation basis.
Valuation and impairment of property, plant and equipment and goodwill
Description
For details of the impairment valuation of property, plant and equipment and goodwill, please refer to Notes 6(9) and 6(12).
The Group measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgement from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management's assessment of impairment of property, plant and equipment and goodwill a key audit matter.
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How our audit addressed the matter
We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.
Assessment of the reasonableness of the purchase price allocation for business combination
Description
Refer to Note6(33) for details of business combination.
Innolux Corporation's subsidiary, Pioneer Holding Co., Ltd. acquired all the shares of PIONEER CORPORATION in December 1, 2025 for a consideration of JPY$163.9 billion.
The acquisition price and the amount of intangible assets arising from the business acquisition are significant and the net fair value of identifiable assets and liabilities and the allocation of intangible assets are based on management's estimation and subjective judgement. Thus, we considered the purchase price allocation for the above business combination a key audit matter.
How our audit addressed the matter
We assessed the appropriateness and objectivity of the appraisers appointed by the management; reviewed identification of intangible assets, fair value measurement of identifiable assets, discount rates and the reasonableness of goodwill calculation in the purchase price allocation report prepared by external experts; used the work of valuation experts to assist in assessing the reasonableness of significant assumptions, such as projected growth rates and discount rates, adopted in the model.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain subsidiaries and investments accounted for under the equity method of the Company, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these subsidiaries and investments accounted for under the equity method, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method included in the Group's consolidated financial statements amounted to NT$4,795,459 thousand and NT$3,087,622 thousand, constituting 1.2% and 0.9% of the consolidated total assets of the Group as at December 31, 2025 and 2024, respectively, and sales revenue of these subsidiaries included in the Group's consolidated financial statements amounted to
NT$2,290,549 thousand and NT$1,980,470 thousand, constituting 1.0% and 0.9% of the consolidated total sales revenue of the Group for the years ended December 31, 2025 and 2024, respectively.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion with other matter paragraph on the parent company only financial statements of Innolux Corporation as at and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’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.
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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
A. 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.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 Group to cease to continue as a going concern.
E. 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.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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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
PricewaterhouseCoopers, Taiwan
March 10, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Current Assets | ||||
| 1100 | Cash and cash equivalents | 6(1) | $ 52,827,139 | $ 55,288,631 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 485,968 | 437,386 |
| 1136 | Financial assets at amortized cost - current | 6(4) | 28,828,467 | 9,091,347 |
| 1170 | Accounts receivable, net | 6(5) | 37,290,375 | 33,789,648 |
| 1180 | Accounts receivable, net - related parties | 7 | 4,205,426 | 2,816,333 |
| 1200 | Other receivables | 6(13) | 4,948,296 | 4,547,977 |
| 130X | Inventory | 6(7) | 47,890,734 | 42,446,932 |
| 1410 | Prepayments | 9 | 4,383,364 | 3,851,135 |
| 1460 | Non-current assets held for sale | 6(13) | 316,195 | 582,852 |
| 1479 | Other current assets | 1,899,424 | 567,811 | |
| 11XX | Total current assets | 183,075,388 | 153,420,052 | |
| Non-current assets | ||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 5,764,328 | 6,496,457 |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 5,306,227 | 5,127,373 |
| 1535 | Financial assets at amortized cost - non-current | 6(4) | 6,769,764 | 24,689,875 |
| 1550 | Investments accounted for under equity method | 6(8) | 2,470,307 | 942,969 |
| 1600 | Property, plant and equipment | 6(9), 7 and 8 | 112,550,324 | 127,395,236 |
| 1755 | Right-of-use assets | 6(10) | 3,766,571 | 3,341,245 |
| 1760 | Investment property, net | 6(11) | 358,978 | 386,579 |
| 1780 | Intangible assets | 6(12) | 44,257,563 | 17,635,268 |
| 1840 | Deferred income tax assets | 6(31) | 5,822,367 | 3,239,270 |
| 1990 | Other non-current assets | 6(9), 6(17), 8 and 9 | 14,151,380 | 15,413,682 |
| 15XX | Total non-current assets | 201,217,809 | 204,667,954 | |
| 1XXX | Total assets | $ 384,293,197 | $ 358,088,006 |
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Current Liabilities | ||||
| 2100 | Short-term borrowings | 6(14) | $ 33,005,881 | $ 3,097,017 |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | 53,831 | 251,022 |
| 2170 | Accounts payable | 49,617,726 | 43,042,463 | |
| 2180 | Accounts payable - related parties | 7 | 496,081 | 1,106,707 |
| 2200 | Other payables | 6(15) and 7 | 27,837,792 | 26,855,612 |
| 2230 | Current income tax liabilities | 9 | 2,355,496 | 1,781,399 |
| 2250 | Provisions - current | 6(19) and 9 | 4,483,613 | 3,569,277 |
| 2280 | Lease liabilities - current | 843,788 | 443,597 | |
| 2320 | Long-term liabilities, current portion | 6(16) | 504,324 | 7,815,270 |
| 2399 | Other current liabilities | 8,797,124 | 9,320,557 | |
| 21XX | Total current liabilities | 127,995,656 | 97,282,921 | |
| Non-current liabilities | ||||
| 2540 | Long-term borrowings | 6(16) | 18,324,509 | 20,988,497 |
| 2570 | Deferred income tax liabilities | 6(31) | 6,807,944 | 1,788,237 |
| 2580 | Lease liabilities - non-current | 2,489,910 | 2,478,962 | |
| 2600 | Other non-current liabilities | 6(17) | 5,202,382 | 2,008,830 |
| 25XX | Total non-current liabilities | 32,824,745 | 27,264,526 | |
| 2XXX | Total liabilities | 160,820,401 | 124,547,447 | |
| Equity attributable to owners of the parent | ||||
| Share capital | 6(20) | |||
| 3110 | Common stock | 79,891,974 | 79,891,974 | |
| 3200 | Capital surplus | 6(21) | 103,976,371 | 105,919,710 |
| Retained earnings | 6(22) | |||
| 3310 | Legal reserve | 14,641,184 | 13,811,763 | |
| 3320 | Special reserve | 3,408,678 | 7,198,699 | |
| 3350 | Unappropriated retained earnings | 25,601,866 | 28,414,792 | |
| 3400 | Other equity interest | 6(23) | (6,138,062) | (3,408,678) |
| 3500 | Treasury shares | 6(20) | (56,914) | (56,914) |
| 31XX | Equity attributable to owners of the parent | 221,325,097 | 231,771,346 | |
| 36XX | Non-controlling interests | 2,147,699 | 1,769,213 | |
| 3XXX | Total equity | 223,472,796 | 233,540,559 | |
| 3X2X | Total liabilities and equity | $ 384,293,197 | $ 358,088,006 |
The accompanying notes are an integral part of these consolidated financial statements.
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes | 2025 | 2024 | |
|---|---|---|---|---|
| 4000 | Sales revenue | 6(24) and 7 | $ 226,724,264 | $ 216,509,919 |
| 5000 | Operating costs | 6(7)(29) and 7 | (208,067,343) | (202,336,942) |
| 5900 | Net operating margin | 18,656,921 | 14,172,977 | |
| Operating expenses | 6(29) | |||
| 6100 | Selling expenses | (3,064,551) | (2,192,955) | |
| 6200 | General and administrative expenses | (7,914,675) | (7,492,430) | |
| 6300 | Research and development expenses | (11,837,977) | (12,406,513) | |
| 6000 | Total operating expenses | (22,817,203) | (22,091,898) | |
| 6900 | Operating loss | (4,160,282) | (7,918,921) | |
| Non-operating income and expenses | ||||
| 7100 | Interest income | 6(25) | 2,079,889 | 2,352,133 |
| 7010 | Other income | 6(26) | 2,892,212 | 2,796,169 |
| 7020 | Other gains and losses | 6(27) | 483,700 | 12,106,738 |
| 7050 | Finance costs | 6(28) | (959,682) | (1,139,462) |
| 7060 | Share of (loss) profit of associates and joint ventures accounted for under equity method | 6(8) | (39,351) | 31,807 |
| 7000 | Total non-operating income and expenses | 4,456,768 | 16,147,385 | |
| 7900 | Profit before income tax | 296,486 | 8,228,464 | |
| 7950 | Income tax benefit (expense) | 6(31) | 368,809 | (1,501,132) |
| 8200 | Profit for the year | $ 665,295 | $ 6,727,332 |
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes | 2025 | 2024 | |
|---|---|---|---|---|
| Other comprehensive income (net) | ||||
| Components of other comprehensive (loss) income that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans | 6(17) | $ (57,593) | $ 49,712 |
| 8316 | Unrealized (losses) gains on financial assets at fair value through other comprehensive income | 6(23) | (730,702) | 824,643 |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(23)(31) | 15,104 | 116,051 |
| 8310 | Other comprehensive (loss) income that will not be reclassified to profit or loss | (773,191) | 990,406 | |
| Components of other comprehensive (loss) income that will be reclassified to profit or loss | ||||
| 8361 | Financial statements translation differences of foreign operations | 6(23) | (1,950,949) | 4,588,526 |
| 8370 | Share of other comprehensive (loss) income of associates and joint ventures accounted for under equity method | 6(8)(23) | (7,723) | 7,578 |
| 8360 | Other comprehensive (loss) income that will be reclassified to profit or loss | (1,958,672) | 4,596,104 | |
| 8300 | Other comprehensive (loss) income for the year, net of tax | $ (2,731,863) | $ 5,586,510 | |
| 8500 | Total comprehensive (loss) income for the year | $ (2,066,568) | $ 12,313,842 | |
| Profit attributable to: | ||||
| 8610 | Owners of the parent | $ 249,764 | $ 6,472,883 | |
| 8620 | Non-controlling interest | $ 415,531 | $ 254,449 | |
| Other comprehensive (loss) income attributable to: | ||||
| 8710 | Owners of the parent | $ (2,514,066) | $ 12,084,232 | |
| 8720 | Non-controlling interest | $ 447,498 | $ 229,610 | |
| Earnings per share (in dollars) | 6(32) | |||
| 9750 | Basic earnings per share | $ 0.03 | $ 0.76 | |
| 9850 | Diluted earnings per share | $ 0.03 | $ 0.75 |
The accompanying notes are an integral part of these consolidated financial statements.
INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2023 AND 2024
(Expressed in thousands of New Taiwan dollars)
Equity attributable to owners of the parent
| Share Capital | Retained Earnings | Other Equity Interest | |||
|---|---|---|---|---|---|
| Notes | Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings |
| 2024 | |||||
| Balance at January 1 | $ 90,786,334 | $103,468,658 | $13,811,763 | $ 5,565,152 | |
| Profit for the year | — | — | — | — | |
| Other comprehensive income (loss) for the year | 6(23) | — | — | — | — |
| Total comprehensive income (loss) | — | — | — | — | |
| Appropriation of 2023 earnings: | 6(22) | ||||
| Special reserve | — | — | — | 1,633,547 | |
| Capital reduction by cash | 6(20) | (10,894,360) | — | — | — |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(21) | — | 57,714 | — | — |
| Recognition of changes in ownership interests in subsidiaries | 6(21) | — | 2,129,720 | — | — |
| Increase in non-controlling interests | — | — | — | — | |
| Difference between consideration and carrying amount of subsidiaries disposed | 6(21) | — | 230,490 | — | — |
| Disposal of investments in equity instruments measured at fair value through other comprehensive income | 6(3)(23) | — | — | — | — |
| Others | 6(21) | — | 33,128 | — | — |
| Balance at December 31 | $ 79,891,974 | $105,919,710 | $13,811,763 | $ 7,198,699 | |
| 2025 | |||||
| Balance at January 1 | $ 79,891,974 | $105,919,710 | $13,811,763 | $ 7,198,699 | |
| Profit for the year | — | — | — | — | |
| Other comprehensive (loss) income for the year | 6(23) | — | — | — | — |
| Total comprehensive income (loss) | — | — | — | — | |
| Appropriations of 2024 earnings: | 6(22) | ||||
| Legal reserve | — | — | 829,421 | — | |
| Special reserve | — | — | — | (3,790,021) | |
| Cash dividends | — | — | — | — | |
| Cash dividends from capital surplus | 6(21)(22) | — | (1,996,281) | — | — |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(21) | — | 3,374 | — | — |
| Recognition of changes in ownership interests in subsidiaries | 6(21) | — | (950) | — | — |
| Decrease in non-controlling interests | — | — | — | — | |
| Others | 6(21) | — | 50,518 | — | — |
| Balance at December 31 | $ 79,891,974 | $103,976,371 | $14,641,184 | $ 3,408,678 |
The accompanying notes are an integral part of these consolidated financial statements.
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 296,486 | $ 8,228,464 | |
| Adjustments | |||
| Adjustments to reconcile (profit) loss | |||
| Depreciation and amortization | 6(29) | 29,721,493 | 31,149,934 |
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | 542,938 | (1,000,408) | |
| Compensation cost of share-based payments | 6(29) | — | 1,437 |
| Expected credit (gain) loss | 12(2) | (4,037) | 2,752 |
| Share of loss (profit) of associates and joint ventures | 6(8) | ||
| accounted for under equity method | 39,351 | (31,807) | |
| Loss (gain) on disposal of investments | 6(27) | 13,905 | (9,057) |
| Loss on disposal of property, plant and equipment | 6(27) | 157,036 | 1,702,869 |
| Gain on disposal of non-current assets held for sale | 6(13) and 6(27) | (1,620,221) | (13,867,712) |
| Gain on lease modification | (135) | (29) | |
| Gain on disposal of intangible assets | 6(27) | (94,140) | (725,925) |
| Non-financial asset impairment loss | 22,731 | 998,412 | |
| Interest expense | 6(28) | 838,366 | 1,139,462 |
| Interest income | 6(25) | (2,079,889) | (2,352,133) |
| Dividend income | 6(26) | (236,079) | (158,633) |
| Foreign exchange gain | (33,983) | (21,380) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets/liabilities at fair value through profit or loss | (264,064) | 644,272 | |
| Accounts receivable | 3,984,212 | (4,209,232) | |
| Accounts receivable - related parties | (1,389,093) | (2,385,472) | |
| Other receivables | (1,478,817) | 308,295 | |
| Inventories | 2,395,617 | (5,296,356) | |
| Prepayments | (2,492) | (17,882) | |
| Other current assets | 996,453 | (363,169) | |
| Other non-current assets | (364,503) | (174,973) | |
| Changes in operating liabilities | |||
| Accounts payable | (3,209,479) | 3,863,701 | |
| Accounts payable - related parties | (610,627) | (98,296) | |
| Other payables | (2,345,876) | 195,020 | |
| Provisions | (697,856) | (146,740) | |
| Other current liabilities | (1,618,464) | 2,620,132 | |
| Other non-current liabilities | (1,072,791) | (394,970) | |
| Cash inflow generated from operations | 21,886,042 | 19,600,576 | |
| Cash paid for income tax | (1,718,238) | (2,067,190) | |
| Net cash flows from operating activities | 20,167,804 | 17,533,386 |
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | $ (321,869) | $ (527,761) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 119,656 | 214,997 | |
| Acquisition of investments in financial assets measured at fair value through other comprehensive income | (486,539) | (1,066,821) | |
| Proceeds from disposal of financial assets measured at fair value through other comprehensive income | 6(3) | — | 3,322,397 |
| Decrease in financial assets at amortized cost - current | 164,826 | 801,151 | |
| Acquisitions of financial assets at amortized cost - non-current | (2,621,464) | (9,523,503) | |
| Proceeds from disposal of financial assets at amortized cost | 436,499 | 4,451,947 | |
| Proceeds from repayments of financial assets at amortized cost | 90,006 | 2,551,759 | |
| Decrease in refundable deposits | 440,655 | 786,637 | |
| Proceeds from capital reduction of investments accounted for under equity method | 15,856 | 15,489 | |
| Increase in investment accounted for under equity method | (1,516,151) | (213,996) | |
| Net cash payments for business combination | 6(34) | (25,283,118) | — |
| Acquisition of property, plant and equipment | 6(34) | (11,690,206) | (16,055,103) |
| Proceeds from disposal of property, plant and equipment | 545,145 | 1,121,014 | |
| Proceeds from disposal of non-current assets held for sale | 3,667,300 | 15,123,758 | |
| Acquisition of intangible assets | 6(12) | (91,377) | — |
| Proceeds from disposal of intangible assets | 95,370 | 31,995 | |
| Interest received | 1,417,742 | 1,705,330 | |
| Dividends received | 290,371 | 213,774 | |
| Other non-current assets | — | 297,682 | |
| Net cash flows (used in) from investing activities | (34,727,298) | 3,250,746 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 29,908,864 | 2,927,017 | |
| Proceeds from long-term borrowings | 15,973,577 | 2,454,542 | |
| Repayments of long-term borrowings | (25,873,315) | (13,256,313) | |
| Interest paid | (705,392) | (1,089,680) | |
| Repayment of the principal portion of lease liabilities | (451,673) | (610,552) | |
| Cash dividends paid to non-controlling interests | (38,396) | — | |
| Cash paid from capital surplus | 6(21) and 6(22) | (1,996,281) | — |
| Cash dividends paid | 6(22) | (5,988,844) | — |
| Proceeds from disposal of shares of subsidiaries | — | 303,798 | |
| Net change in non-controlling interests | (1,525) | 2,651,855 | |
| Share-based payments | — | 488 | |
| Cash capital reduction | 6(20) | — | (10,888,807) |
| Others | 50,518 | 32,086 | |
| Net cash flows from (used in) financing activities | 10,877,533 | (17,475,566) | |
| Effect of changes in foreign currency exchange | 1,220,469 | 1,467,481 | |
| Net (decrease) increase in cash and cash equivalents | (2,461,492) | 4,776,047 | |
| Cash and cash equivalents at beginning of year | 55,288,631 | 50,512,584 | |
| Cash and cash equivalents at end of year | $ 52,827,139 | $ 55,288,631 |
The accompanying notes are an integral part of these consolidated financial statements.
- 30 -
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Innolux Corporation:
Opinion
We have audited the accompanying parent company only balance sheets of Innolux Corporation (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors (please refer to the Other matter section), 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 Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company's 2025 parent company only financial statements are stated as follows:
Inventory valuation
Description
The industry is significantly affected by changes in the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Company has evaluated the inventory by taking into account the allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable value of inventory. As the amounts of inventories are material and the sales prices of related products may have significant fluctuations because of market demand, we consider inventory valuation a key audit matter.
How our audit addressed the matter
We compared the financial statements to ascertain whether the provision policy on allowance for inventory valuation losses has been consistently applied, obtained the net realizable value report of inventory used by management for evaluation and obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount to assess the reasonableness of net realizable value and the appropriateness of valuation basis.
Valuation and impairment of property, plant and equipment and goodwill
Description
For details of the impairment valuation of property, plant and equipment and goodwill, please refer to Notes 6(8) and 6(11).
Innolux Corporation measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgement from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management's assessment of impairment of goodwill and property, plant and equipment a key audit matter.
- 31 -
- 32 -
How our audit addressed the matter
We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method of the Company, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these investments accounted for under the equity method, is based solely on the reports of the other auditors. The balances of these investments accounted for under the equity method included in the Company's financial statements amounted to NT$2,982,269 thousand and NT$ 1,464,752 thousand, constituting 0.9% and 0.4% of the total assets of the Company as at December 31, 2025 and 2024, respectively, and share of profit (including other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for under equity method included in the Company's financial statements) amounted to NT$108,834 thousand and NT$151,771 thousand, constituting (4.3%) and 1.3% of the total comprehensive income (loss) of the Company for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
B. 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.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- 33 -
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 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.
PricewaterhouseCoopers, Taiwan
March 10, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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INNOLUX CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Current Assets | ||||
| 1100 | Cash and cash equivalents | 6(1) | $ 28,668,556 | $ 38,125,403 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 252,249 | 192,109 |
| 1136 | Financial assets at amortized cost - current | 6(4) | 942,900 | 4,000,000 |
| 1170 | Accounts receivable, net | 6(5) | 20,880,184 | 22,664,895 |
| 1180 | Accounts receivable, net - related parties | 7 | 9,989,802 | 11,330,891 |
| 1200 | Other receivables | 6(12) | 1,498,195 | 3,044,322 |
| 1210 | Other receivables - related parties | 7 | 332,326 | 378,891 |
| 130X | Inventory | 6(6) | 23,120,535 | 25,657,642 |
| 1410 | Prepayments | 9 | 469,976 | 2,081,785 |
| 1460 | Non-current assets held for sale | 6(12) | — | 332,834 |
| 1479 | Other current assets | 15,851 | 21,336 | |
| 11XX | Total current assets | 86,170,574 | 107,830,108 | |
| Non-current assets | ||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 2,425,496 | 2,423,316 |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 1,803,497 | 1,340,302 |
| 1535 | Financial assets at amortized cost - non-current | 6(4) | 700 | — |
| 1550 | Investments accounted for under equity method | 6(7) | 115,881,250 | 109,654,548 |
| 1600 | Property, plant and equipment | 6(8), 7 and 8 | 84,627,384 | 99,877,000 |
| 1755 | Right-of-use assets | 6(9) | 2,256,733 | 2,651,636 |
| 1760 | Investment property, net | 6(10) | 358,978 | 386,579 |
| 1780 | Intangible assets | 6(11) | 17,301,803 | 17,276,723 |
| 1840 | Deferred income tax assets | 6(29) | 4,837,390 | 2,866,045 |
| 1990 | Other non-current assets | 6(8),(15) and 8 | 4,251,119 | 5,077,888 |
| 15XX | Total non-current assets | 233,744,350 | 241,554,037 | |
| 1XXX | Total assets | $ 319,914,924 | $ 349,384,145 |
(Continued)
INNOLUX CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Current Liabilities | ||||
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | $ 53,166 | $ 251,022 |
| 2170 | Accounts payable | 19,197,292 | 22,323,224 | |
| 2180 | Accounts payable - related parties | 7 | 25,830,762 | 23,531,737 |
| 2200 | Other payables | 6(13) and 7 | 24,252,807 | 21,317,695 |
| 2250 | Provisions - current | 6(17) and 9 | 3,238,951 | 3,500,024 |
| 2280 | Lease liabilities - current | 400,022 | 395,044 | |
| 2320 | Long-term liabilities, current portion | 6(14) | 263,708 | 7,768,940 |
| 2399 | Other current liabilities | 5,922,229 | 7,188,458 | |
| 21XX | Total current liabilities | 79,158,937 | 86,276,144 | |
| Non-current liabilities | ||||
| 2540 | Long-term borrowings | 6(14) | 12,372,459 | 17,221,227 |
| 2570 | Deferred income tax liabilities | 6(29) | 1,755,123 | 1,738,797 |
| 2580 | Lease liabilities - non-current | 2,000,441 | 2,400,463 | |
| 2670 | Other non-current liabilities | 7 | 3,302,867 | 9,976,168 |
| 25XX | Total non-current liabilities | 19,430,890 | 31,336,655 | |
| 2XXX | Total liabilities | 98,589,827 | 117,612,799 | |
| Equity | ||||
| Share capital | 6(18) | |||
| 3110 | Common stock | 79,891,974 | 79,891,974 | |
| 3200 | Capital surplus | 6(19) | 103,976,371 | 105,919,710 |
| Retained earnings | 6(20) | |||
| 3310 | Legal reserve | 14,641,184 | 13,811,763 | |
| 3320 | Special reserve | 3,408,678 | 7,198,699 | |
| 3350 | Unappropriated retained earnings | 25,601,866 | 28,414,792 | |
| 3400 | Other equity interest | 6(21) | (6,138,062) | (3,408,678) |
| 3500 | Treasury shares | 6(18) | (56,914) | (56,914) |
| 3XXX | Total equity | 221,325,097 | 231,771,346 | |
| 3X2X | Total liabilities and equity | $ 319,914,924 | $ 349,384,145 |
The accompanying notes are an integral part of these parent company only financial statements.
- 36 -
INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes | 2025 | 2024 | |
|---|---|---|---|---|
| 4000 | Sales revenue | 6(22) and 7 | $ 179,090,775 | $ 181,688,008 |
| 5000 | Operating costs | 6(6)(27) and 7 | (176,994,614) | (179,667,941) |
| 5900 | Net operating margin | 2,096,161 | 2,020,067 | |
| Operating expenses | 6(27) and 7 | |||
| 6100 | Selling expenses | (993,201) | (581,579) | |
| 6200 | General and administrative expenses | (3,756,630) | (3,955,773) | |
| 6300 | Research and development expenses | (9,008,958) | (9,839,817) | |
| 6000 | Total operating expenses | (13,758,789) | (14,377,169) | |
| 6900 | Operating loss | (11,662,628) | (12,357,102) | |
| Non-operating income and expenses | ||||
| 7100 | Interest income | 6(23) | 780,987 | 1,053,912 |
| 7010 | Other income | 6(24) and 7 | 2,354,909 | 2,185,314 |
| 7020 | Other gains and losses | 6(25) | (746,842) | 12,067,381 |
| 7050 | Finance costs | 6(26) | (604,520) | (1,040,070) |
| 7070 | Share of profit of subsidiaries, associates and joint ventures accounted for under equity method | 8,171,272 | 4,503,314 | |
| 7000 | Total non-operating income and expenses | 9,955,806 | 18,769,851 | |
| 7900 | (Loss) profit before income tax | (1,706,822) | 6,412,749 | |
| 7950 | Income tax benefit | 6(29) | 1,956,586 | 60,134 |
| 8200 | Profit for the year | $ 249,764 | $ 6,472,883 | |
| Other comprehensive income (net) | ||||
| Components of other comprehensive (loss) income that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans | 6(15) | $ 54,938 | $ 49,541 |
| 8316 | Unrealized gains on financial assets at fair value through other comprehensive income | 6(21) | 12,119 | 1,168,460 |
| 8330 | Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under equity method | 6(21) | (819,845) | (326,298) |
| 8349 | Income tax related to components of other comprehensive (loss) income that will not be reclassified to profit or loss | 6(29) | (10,988) | 116,086 |
| 8310 | Other comprehensive (loss) income that will not be reclassified to profit or loss | (763,776) | 1,007,789 | |
| Components of other comprehensive (loss) income that will be reclassified to profit or loss | ||||
| 8361 | Financial statements translation differences of foreign operations | 6(21) | (1,992,331) | 4,595,982 |
| 8380 | Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for under equity method | 6(7)(21) | (7,723) | 7,578 |
| 8360 | Other comprehensive (loss) income that will be reclassified to profit or loss | (2,000,054) | 4,603,560 | |
| 8300 | Other comprehensive (loss) income for the year, net of tax | $ (2,763,830) | $ 5,611,349 | |
| 8500 | Total comprehensive (loss) income for the year | $ (2,514,066) | $ 12,084,232 | |
| Earnings per share (in dollars) | 6(30) | |||
| 9750 | Basic earnings per share | $ 0.03 | $ 0.76 | |
| 9850 | Diluted earnings per share | $ 0.03 | $ 0.75 |
The accompanying notes are an integral part of these parent company only financial statements.
INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Share Capital | Retained Earnings | Other Equity Interest | Treasury shares | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| Notes | Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | |||
| 2024 | |||||||||
| Balance at January 1 | $ 90,786,334 | $ 103,468,658 | $ 13,811,763 | $ 5,565,152 | $ 21,754,128 | $ (9,809,347) | $ 2,610,648 | $ (62,467) | |
| Profit for the year | — | — | — | — | 6,472,883 | — | — | 6,472,883 | |
| Other comprehensive income for the year | 6(21) | — | — | — | — | 39,700 | 4,603,560 | 968,089 | — |
| Total comprehensive income | — | — | — | — | 6,512,583 | 4,603,560 | 968,089 | — | |
| Appropriations of 2023 earnings: | 6(20) | ||||||||
| Special reserve | — | — | — | 1,633,547 | (1,633,547) | — | — | — | |
| Capital reduction by cash | 6(18) | (10,894,360) | — | — | — | — | — | — | 5,553 |
| Receivables of change in equity of associates in proportion to the Company's ownership | 6(19) | — | 57,714 | — | — | — | — | — | 57,714 |
| Receivables of changes in ownership interests in subsidiaries | 6(19) | — | 2,129,720 | — | — | — | — | — | 2,129,720 |
| Difference between consideration and carrying amount of subsidiaries disposed | 6(19) | — | 230,490 | — | — | — | — | — | 230,490 |
| Disposal of investments in equity instruments measured at fair value through other comprehensive income | 6(3)(21) | — | — | — | — | 1,781,628 | — | (1,781,628) | — |
| Others | 6(19) | — | 33,128 | — | — | — | — | — | 33,128 |
| Balance at December 31 | $ 79,891,974 | $ 105,919,710 | $ 13,811,763 | $ 7,198,699 | $ 28,414,792 | $ (5,205,787) | $ 1,797,109 | $ (56,914) | |
| 2025 | |||||||||
| Balance at January 1 | $ 79,891,974 | $ 105,919,710 | $ 13,811,763 | $ 7,198,699 | $ 28,414,792 | $ (5,205,787) | $ 1,797,109 | $ (56,914) | |
| Profit for the year | — | — | — | — | 249,764 | — | — | 249,764 | |
| Other comprehensive loss for the year | 6(21) | — | — | — | — | (34,446) | (2,000,054) | (729,330) | (2,763,830) |
| Total comprehensive loss | — | — | — | — | 215,318 | (2,000,054) | (729,330) | (2,514,066) | |
| Appropriation of 2024 earnings: | 6(20) | ||||||||
| Legal reserve | — | — | 829,421 | — | (829,421) | — | — | — | |
| Special reserve | — | — | — | (3,790,021) | 3,790,021 | — | — | — | |
| Cash dividends | — | — | — | — | (5,988,844) | — | — | (5,988,844) | |
| Cash dividends from capital surplus | 6(19)(20) | — | (1,996,281) | — | — | — | — | — | (1,996,281) |
| Receivables of change in equity of associates in proportion to the Company's ownership | 6(19) | — | 3,374 | — | — | — | — | — | 3,374 |
| Receivables of changes in ownership interests in subsidiaries | 6(19) | — | (950) | — | — | — | — | — | (950) |
| Others | 6(19) | — | 50,518 | — | — | — | — | — | 50,518 |
| Balance at December 31 | $ 79,891,974 | $ 103,976,371 | $ 14,641,184 | $ 3,408,678 | $ 25,601,866 | $ (7,205,841) | $ 1,067,779 | $ (56,914) |
The accompanying notes are an integral part of these parent company only financial statements.
- 39 -
INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| (Loss) profit before tax | $ (1,706,822) | $ 6,412,749 | |
| Adjustments | |||
| Adjustments to reconcile (profit) loss | |||
| Depreciation and amortization | 6(27) | 24,459,111 | 25,452,824 |
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | 168,046 | (491,819) | |
| Compensation cost of share-based payments | 6(16)(27) | — | 484 |
| Share of profit of subsidiaries and associates accounted for under equity method | (8,171,272) | (4,503,314) | |
| Loss on disposal of property, plant and equipment | 6(25) | 171,697 | 746,325 |
| Gain on disposal of non-current assets held for sale | 6(12)(25) | (3,627) | (13,867,712) |
| Gain on disposal of intangible assets | 6(25) | (94,140) | (760,748) |
| Non-financial asset impairment (gain) loss | 6(8) | (29) | 998,412 |
| Gain on lease modification | — | (30) | |
| Interest income | 6(23) | (780,987) | (1,053,912) |
| Dividend income | 6(24) | (104,659) | (49,399) |
| Interest expense | 6(26) | 604,520 | 1,040,070 |
| Foreign exchange (gain) loss | (404,428) | 329,350 | |
| Unrealized (loss) profit from sale | (49,379) | 8,019 | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets/liabilities at fair value through profit or loss | (264,057) | 663,872 | |
| Accounts receivable | 1,784,711 | (3,779,659) | |
| Accounts receivable - related parties | 1,341,089 | 885,141 | |
| Other receivables | (125,869) | 333,612 | |
| Other receivables - related parties | 47,259 | 164,683 | |
| Inventories | 2,537,107 | (3,702,585) | |
| Prepayments | 1,507,937 | 169,849 | |
| Other current assets | (88) | (127) | |
| Changes in operating liabilities | |||
| Accounts payable | (3,125,932) | 2,454,425 | |
| Accounts payable - related parties | 2,299,025 | 1,015,970 | |
| Other payables | (1,864,819) | 516,712 | |
| Provisions - current | (518,622) | (188,297) | |
| Other current liabilities | (1,266,229) | 1,245,431 | |
| Other non-current liabilities | (259,198) | 52,796 | |
| Cash inflow generated from operations | 16,180,345 | 14,093,122 | |
| Cash paid for income tax | (88,095) | (36,922) | |
| Net cash flows from operating activities | 16,092,250 | 14,056,200 |
(Continued)
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INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | $ (211,814) | $ (324,149) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 47,649 | 141,284 | |
| Acquisition of investments in equity instruments measured at fair value through other comprehensive income | (451,076) | (938,874) | |
| Proceeds from disposal of financial assets measured at fair value through other comprehensive income | 6(3) | — | 3,199,147 |
| Decrease in financial assets at amortized cost - current | 3,089,400 | 6,501,650 | |
| Proceeds from repayments of financial assets at amortized cost | — | 893,594 | |
| Increase in investment accounted for under equity method | (901,505) | (200,000) | |
| Proceeds from capital reduction of investments accounted for under equity method | — | 4 | |
| Decrease in refundable deposits | 327,373 | 454,996 | |
| Proceeds from disposal of non-current assets held for sale | 1,799,530 | 15,123,758 | |
| Acquisition of property, plant and equipment | 6(31) | (9,612,285) | (13,632,118) |
| Proceeds from disposal of property, plant and equipment | 453,572 | 1,583,096 | |
| Acquisition of intangible assets | 6(11) | (800) | — |
| Proceeds from disposal of intangible assets | 95,370 | 66,901 | |
| Interest received | 797,113 | 1,083,143 | |
| Dividends received | 182,638 | 126,760 | |
| Net cash flows (used in) from investing activities | (4,384,835) | 14,079,192 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from long-term borrowings | 12,500,000 | — | |
| Repayments of long-term borrowings | (24,787,682) | (13,045,833) | |
| Increase in other non-current liabilities | — | 1,141,778 | |
| Cash paid from capital surplus | 6(19)(20) | (1,996,281) | — |
| Cash dividends paid | 6(20) | (5,988,844) | — |
| Interest paid | (546,929) | (994,206) | |
| Repayment of the principal portion of lease liabilities | (395,044) | (545,637) | |
| Cash capital reduction | 6(18) | — | (10,888,807) |
| Others | 6(19) | 50,518 | 32,086 |
| Net cash flows used in financing activities | (21,164,262) | (24,300,619) | |
| Net (decrease) increase in cash and cash equivalents | (9,456,847) | 3,834,773 | |
| Cash and cash equivalents at beginning of year | 38,125,403 | 34,290,630 | |
| Cash and cash equivalents at end of year | $ 28,668,556 | $ 38,125,403 |
The accompanying notes are an integral part of these parent company only financial statements.
Attachment IV
InnoLux Corporation 2025 Earnings Distribution Table
Unit: NT$
| Item | Amount |
|---|---|
| Net income after tax of 2025 | 249,763,528 |
| Deduct: : | |
| Remeasurements of the net defined benefit plan of 2025 | 34,445,479 |
| Legal reserve | 21,531,805 |
| Special surplus reserve (Note) | 2,729,384,335 |
| Retained earnings available for distribution as of 2025 | (2,535,598,091) |
| Add : | |
| Unappropriated retained earnings of previous years | 25,386,548,590 |
| Unappropriated retained earnings as of December 31, 2025 | 22,850,950,499 |
| Distribution Item : | |
| Cash dividends of common stock (NT$ 0.5 per share) | 3,992,562,569 |
| Unappropriated retained earnings | 18,858,387,930 |
Note: The Company shall set aside a special reserve from the reversal of net deduction from shareholders' equity (including Financial statements translation differences of foreign operations, Unrealized gains or loss on financial assets measured at fair value through other comprehensive income) for the current fiscal year.
Chairman:
Managerial Officer:
Chief Accountant:
Attachment V
Comparative table for Amendment to
Procedures for Acquisition or Disposal of Assets
| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| Article 4 | Terms and Definitions | ||
| 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contract” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. | |||
| 2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor | Terms and Definitions | ||
| 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contract” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. | |||
| 2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor | Amended to reflect the name change of the competent authority. |
| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| (hereinafter “transfer of shares”) under Article 156-3 of the Company Act. | |||
| 3. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. | |||
| 4. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. | |||
| 5. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board of directors’ resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. | |||
| 6. Mainland China area investment: Refers to investments in the mainland China area approved by the Investment Commission, Ministry of Economic Affairs or conducted in accordance with the provisions of the Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China. | |||
| 7. Securities exchange: Domestic securities exchange refers to the Taiwan Stock Exchange | (hereinafter “transfer of shares”) under Article 156-3 of the Company Act. | ||
| 3. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. | |||
| 4. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. | |||
| 5. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board of directors’ resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. | |||
| 6. Mainland China area investment: Refers to investments in the mainland China area approved by the Department of Investment Review, Ministry of Economic Affairs or conducted in accordance with the provisions of the Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China. | |||
| 7. Securities exchange: Domestic securities exchange refers to the Taiwan Stock Exchange |
- 43 -
| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| Corporation (TWSE); foreign securities exchange refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. | |||
| 8. Over-the-counter venue (OTC venue, OTC): Domestic OTC venue refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; foreign OTC venue refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business. | Corporation (TWSE); foreign securities exchange refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. | ||
| 8. Over-the-counter venue (OTC venue, OTC): Domestic OTC venue refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; foreign OTC venue refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business. | |||
| Article 13 | Procedures for Public Disclosure of Information | ||
| 1. Time Limits for Announcements and Declarations | |||
| Where the Company acquires or disposes of assets that fall under the items subject to announcement or the transaction amount reaches the threshold for mandatory announcement and declaration specified in Paragraph 2 of this Article, the Company shall publicly announce and declare the relevant information on the FSC’s designated website within 2 days counting inclusively from the date of occurrence of the event. | |||
| 2. Items Subject to Announcement and Declaration, and Thresholds (1) Acquisition or disposal of real property or right-of-use | Procedures for Public Disclosure of Information | ||
| 1. Time Limits for Announcements and Declarations | |||
| Where the Company acquires or disposes of assets that fall under the items subject to announcement or the transaction amount reaches the threshold for mandatory announcement and declaration specified in Paragraph 2 of this Article, the Company shall publicly announce and declare the relevant information on the FSC’s designated website within 2 days counting inclusively from the date of occurrence of the event. | |||
| 2. Items Subject to Announcement and Declaration, and Thresholds (1) Acquisition or disposal of real property or right-of-use | 1. The Company has established separate Procedures for Financial Derivatives Transactions; therefore, the provisions regarding derivatives in these procedures have been deleted. | ||
| 2. In accordance with the amendments to the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission on |
- 44 -
| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company’s total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | |||
| (2) Merger, demerger, acquisition, or transfer of shares. | |||
| (3) Losses from derivatives-trading reaching the limits-on aggregate losses or losses-on individual contracts set-out in the procedures-adopted by the Company. | |||
| (4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more. | |||
| (5) Where land is acquired under an arrangement on engaging others to build on the company’s own land, engaging others to build on | assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company’s total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (2) Merger, demerger, acquisition, or transfer of shares. | |||
| (3) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5% or more of the Company’s paid-in capital. | |||
| (4) Where land is acquired under an arrangement on engaging others to build on the company’s own land, engaging others to build on | July 24, 2015 (Order No. 1140383333), the acquisition or disposal of equipment used for business operations is considered a normal business activity. Considering the principle of materiality in information disclosure, the reporting standards for public announcements have been relaxed. | ||
| 3. The company's need to improve cash yield through investment in fixed-income bonds for cash flow adjustments, based on considerations of materiality in information disclosure and taking into account the risk attributes of the products, to avoid frequent announcements, has led to a relaxation of the reporting standards for public announcements. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. |
(6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
1. Trading of domestic government bonds or | rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
(5) Trading in government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) on securities exchanges or at OTC venues, provided that the transaction does not fall under the exceptions listed in the proviso of Subparagraph (6) and the counterparty is not a related party, and the transaction amount reaches 5% or more of the Company’s paid-in capital.
(6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
1. Trading of domestic government bonds or | |
- 46 -
| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| foreign government bonds with a credit rating that is not lower than the sovereign rating of Taiwan. | |||
| 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | |||
| (7) The amount of transactions under this paragraph shall be calculated as follows. | |||
| “Within the preceding year” refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. | |||
| 1. The amount of any individual transaction. | |||
| 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. | |||
| 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. | foreign government bonds with a credit rating that is not lower than the sovereign rating of Taiwan. | ||
| 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | |||
| (7) The amount of transactions under this paragraph shall be calculated as follows. | |||
| “Within the preceding year” refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. | |||
| 1. The amount of any individual transaction. | |||
| 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. | |||
| 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. | |||
| 3. Announcement and Declaration Procedures | |||
| (1) The Company shall announce and declare the relevant information on the website designated by the FSC. | |||
| (2) The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information declaration website designated by the FSC by the 10th day of each month. | |||
| (3) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and declared in their entirety within 2 days counting inclusively from the date of knowing of such error or omission. | |||
| (4) The Company acquiring or disposing of assets shall keep all relevant contracts, | 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. | ||
| 3. Announcement and Declaration Procedures | |||
| (1) The Company shall announce and declare the relevant information on the website designated by the FSC. | |||
| (2) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and declared in their entirety within 2 days counting inclusively from the date of knowing of such error or omission. | |||
| (3) The Company acquiring or disposing of assets shall keep all relevant contracts, |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise. |
(5) Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and declared in accordance with the preceding article, a public report of relevant information shall be made on the information declaration website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
1. Change, termination, or rescission of a contract signed in regard to the original transaction.
2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3. Change to the originally publicly announced and declared information. | meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.
(4) Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and declared in accordance with the preceding article, a public report of relevant information shall be made on the information declaration website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
1. Change, termination, or rescission of a contract signed in regard to the original transaction.
2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3. Change to the originally publicly announced and declared information. | |
- 49 -
Note :
- Why the changes are necessary :
The Company's current disclosure thresholds are based on the existing "Guidelines for the Acquisition or Disposal of Assets by Publicly Issued Companies." However, these thresholds no longer adequately reflect the Company's actual operating scale and capital allocation characteristics for the following reasons: :
Appropriateness of Scale : The Company's annual revenue exceeds NT$200 billion. Under current procedures, the disclosure threshold for acquiring or disposing of equipment for business use (with the counterparty not being a related party) is NT$1 billion, while the disclosure threshold for government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds with the counterparty not being a related party) traded on the stock exchange or securities firm's business premises is NT$300 million. Compared to the Company's operating scale, these absolute thresholds represent a negligible proportion (NT$300 million accounts for only about 0.15% of annual revenue; NT$1 billion accounts for about 0.5%). This results in a large number of routine transactions that are not material being publicly disclosed, creating unnecessary administrative burdens and potentially diluting investors' focus on truly strategically significant transactions.
The capital-intensive nature of the display panel industry: The display panel industry is characterized by high capital expenditure, large-scale production equipment, and rapid technological iteration. Transaction amounts for factory construction, production line equipment purchase or replacement often reach billions of dollars, forming a core component of the company's daily capital allocation. The existing disclosure threshold is clearly no longer appropriate for such structurally and periodically occurring capital transactions.
- Internal Controls & Board Oversight :
The adjustment to the threshold for public announcements is completely independent of and does not affect the company's internal governance structure and risk control mechanisms. The following internal control mechanisms remain unchanged after this revision. :
The multi-tiered internal review and board approval structure remains unchanged: all asset acquisition cases must proceed sequentially through the feasibility assessment by the lead department, approval by the management department, price inquiry and negotiation or bidding, and be approved layer by layer according to the approval authority guidelines. Transactions under NT$300 million are authorized to be executed by the lead unit; transactions exceeding NT$300 million require the consent of more than half of all members of the audit committee and board approval before proceeding. This multi-tiered authorization structure remains unchanged despite adjustments to the announcement threshold.
The requirements for independent valuation before transactions and the independence of valuers remain unchanged: for transactions amounting to 20% of paid-in capital or NT$300 million or more, a professional valuation report must be obtained in advance; for transactions exceeding NT$1 billion, opinions from at least two independent valuation firms are required. Valuers and transaction parties must not be related parties to each other to ensure objective and fair valuation. The aforementioned mandatory valuation obligations and independence requirements are not affected by this revision.
- 50 -
- Impact on Balance of Power
This revision does not substantially alter the power balance among shareholders, the board of directors, and management for the following reasons. :
Shareholder rights remain unchanged: The amendment to this procedure itself requires the consent of more than half of all members of the Audit Committee, then approval by the Board of Directors and submission to the Shareholders' Meeting for approval, reflecting the shareholders' awareness and oversight of this adjustment. Furthermore, for any major transactions that require shareholder authorization under the Company Law or the Company's Articles of Association, the amendment will still require a shareholder resolution in accordance with the law, and shareholders' voting rights will remain completely unaffected.
The board's oversight role remains unchanged: the internal approval thresholds for transactions at all levels remain unchanged, and management is prohibited from bypassing the board to make decisions simply because the disclosure threshold has been raised. The disclosure threshold and the internal authorization threshold are two independent and parallel mechanisms; adjustments to the former do not affect the latter.
The decision-making space of management has not been substantially expanded: This revision only optimizes the administrative procedures for external information announcements. The decision-making space of management is still subject to the approval authority stipulated in Article 7 and the supervision of the board of directors.
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Attachment VI
Proposal to transfer shares to employees at less than the average actual share repurchase price relevant explanations
In accordance with Article 10-1 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the following matters shall be disclosed:
I. The agreed transfer price, discount rate, basis of calculation, and rationale:
-
The actual transfer price is NT$6.99, which is 50% of the average price (NT$13.98) at which the shares were actually repurchased.
-
The Company uses total shareholder return (TSR) as the performance indicator, as explained below:
(1) The peer benchmark list includes AUO, HannStar, Giantplus, LG Display, BOE, TCL Technology, and Tianma Microelectronics. The TSR calculation shall cover the total of stock price appreciation and cash dividends during the vesting period.
(2) As of the end of the quarter preceding the execution of the proposal to transfer treasury stock to employees at less than the average actual share repurchase price, the Company must rank at or above the 50th percentile of the aforementioned peer benchmark list, based on performance over the past year, to be considered reaching the standard. For talent retention purposes, employees are also required to meet individual performance targets and complete two years of service.
(3) Should adjustments be required to the list of peer companies, or should performance indicators need to be revised due to significant impacts on the industry caused by international situations, such adjustments/revisions shall be made following deliberation by the Company’s Remuneration Committee and approval by the Board of Directors.
- The discount rate is determined by taking into account market price fluctuations, the Company’s financial condition, and the objective of retaining talent; it does not impair the interests of the Company or its shareholders and is therefore reasonable.
II. Number of shares to be transferred, purpose, and rationale:
-
Number of shares to be transferred: 4,072,200 shares.
-
Purpose: To motivate employees and enhance employee cohesion.
-
Rationale: The proposed transfer of 4,072,200 shares to employees represents 0.05% of the issued shares, which complies with relevant laws and regulations. The purpose of the transfer is to motivate employees and retain talents, which is also reasonable.
III. Eligibility criteria for employees and number of shares available for subscription:
-
Eligibility criteria for employees: To be handled in accordance with Article 4 of the Company's Regulations on the Transfer of Repurchased Shares to Employees. Retain outstanding employees from a global operational perspective and leverage group synergies through resource integration. In addition, the operating performance of each controlled subsidiary is included in the Company's consolidated financial statements. Therefore, transferring treasury shares to employees of subsidiaries in which the Company directly or indirectly holds more than 50% of the voting shares serves to motivate their work enthusiasm, improve the Company's performance, and further strengthen the Group's overall operational performance.
-
Number of shares available for subscription: To be handled in accordance with Article 5 of the Company's Regulations on the Transfer of Repurchased Shares to Employees.
IV. Impact on shareholders' equity:
- Potential amount to be expensed and dilution of the Company's earnings per share:
Based on the closing price of NT$27.8 on the day prior to the 5th Meeting of the Company's 10th Board of Directors (March 10, 2026) and the transfer price of NT$6.99, the potential amount to be expensed is about NT$84,742 thousand (the actual amount to be expensed shall be calculated separately in accordance with relevant accounting standards at that time); The diluted earnings per share is calculated by dividing the potential amount to be expensed by the Company's outstanding shares (result: 1.06%).
- Explanation of the financial burden on the Company resulting from transferring shares to employees at less than the average actual share repurchase price:
The average repurchase price per share for the Company's completed treasury stock repurchase was NT$13.01, with a total of 50,000,000 shares repurchased, totaling NT$650,415,681. Following cash capital reductions in 2022, 2023, and 2024, 7,567,800 shares were canceled and the capital reduction amount was NT$75,678 thousand, which was recorded as reduction in the cost of treasury stock, and the average repurchase price was adjusted to NT$13.98. If calculated based on the transfer of 4,072,200 shares to employees at NT$6.99 per share, the resulting cash outflow amounts to NT$28,449 thousand.
- 53 -
Attachment VII
Propose issuance of 2026 Restricted Stock Awards (RSA) relevant explanations
In accordance with Article 267 of the Company Act and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the Company intends to issue restricted stock awards for 2026. The relevant matters are described as follows:
I. Total Issuance Amount:
- NT$570,000 thousand, with a par value of NT$10 per share, totaling 57,000,000 common shares.
- Within one year from the date of approval by the shareholders’ meeting, the Company may file declarations with the competent authority in tranches. The shares may be issued in a single or multiple tranches within two years from the date the approval notification of the effective registration from the competent authority arrives, based on actual needs; the actual issuance date and relevant operational matters shall be determined by the Chairman as authorized by the Board of Directors.
II. Issuance Terms:
- Issue price:
(1) Proposed to be granted free of charge: 28,500,000 shares.
(2) Proposed for paid subscription: 28,500,000 shares, at NT$10 per share.
- Vesting conditions:
After employees are granted or subscribe to restricted stock awards, from the capital increase record date (i.e., the issuance date), provided they remain employed or on unpaid leave upon the expiration of each vesting period, have fully complied with the Code of Conduct, and have never violated the Company’s service agreement, integrity and intellectual property agreement, work rules, contracts with the Company, or Company regulations, and have achieved the individual performance indicators and corporate operational indicators set by the Company, as follows:
(1) Personal Performance Indicators: The results of the most recent annual personal performance evaluation upon the expiration of each vesting period must be “B” or “G” grade or higher, or other performance agreements must be met.
(2) Corporate Operational Indicators: This proposal uses total shareholder return (TSR) as the performance indicator. The Company’s peer benchmark list includes AUO, HannStar, Giantplus, LG Display, BOE, TCL Technology, and Tianma Microelectronics. The TSR calculation shall cover the total of stock price appreciation and cash dividends during the vesting period. Based on the performance of the most recent year prior to the expiration of each vesting period, the Company must reach the 50th percentile (inclusive) or higher among the aforementioned peers to be considered as having met the target.
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(3) When both points (1) and (2) above are achieved, the maximum percentage of shares that may vest upon the expiration of each period is as follows:
End of Year 1: 20% of the granted/subscribed shares vested
End of Year 2: 40% of the granted/subscribed shares vested
End of Year 3: 40% of the granted/subscribed shares vested
- If an employee fails to meet the vesting conditions or in the event of inheritance, unvested shares shall be handled as follows:
If an employee fails to meet the vesting conditions, for shares granted free of charge, the Company shall recover all such shares without consideration and cancel them; for those subscribed for a fee, the Company shall repurchase all such shares at the original subscription price and cancel them; in exceptional circumstances (including but not limited to inheritance), the matters shall be handled in accordance with the Regulations for the Issuance of Restricted Stock Awards for 2026.
III. Employee Eligibility and Share Grant/Subscription Quantities:
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Regular full-time employees of the Company as of the granting date, as well as full-time employees and consultants of subsidiaries (including overseas subsidiaries) in which the Company directly or indirectly holds more than 50% of the voting shares. (Consultants refer to fixed-term contract personnel who perform special or project-based tasks assigned by the Company and receive compensation.)
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The number of shares an employee may be granted or subscribe to shall be determined by the Company based on factors such as seniority, position, job grade, performance evaluation, overall contribution, special achievements, or other management needs, as well as the Company's operational requirements and business development strategies. After approval by the Chairman, the proposal shall be submitted to the Board of Directors for resolution. However, if the employee granted or subscribing for shares holds the position of a director or manager, the proposal must first be submitted to the Remuneration Committee for review; if the employee is not a manager, it must first be submitted to the Audit Committee for review.
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Issuance Restrictions:
The maximum number of shares granted to or subscribed by a single employee shall be handled in accordance with relevant laws and regulations.
IV. Reasons for Issuing Restricted Stock Awards:
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To attract and retain key excellent talents, enhance employee cohesion and long-term commitment, align employees' interests with those of the Company, and jointly create value for the Company and its shareholders. The display panel industry in which the Company operates is highly competitive, and the talent market features frequent cross-border mobility; cash compensation alone is insufficient to effectively align employees' long-term interests with those of the Company. Granting restricted stock awards allows employees to share in the Company's long-term value growth and serves as a necessary means to attract and retain competitive talents.
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Retain outstanding employees from a global operational perspective and leverage group synergies through resource integration. In addition, the operating performance of each controlled subsidiary is included in the Company's consolidated financial statements. Therefore, transferring restricted stock awards to employees of subsidiaries in which the Company directly or indirectly holds more than 50% of the voting shares serves to motivate their work enthusiasm, improve the Company's performance, and further strengthen the Group's overall operational performance.
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Selection Criteria for Subsidiary Employees: Grant recipients are limited to positions that make significant contributions to the Group's overall operations, including managerial roles with strategic functions and key technical personnel. For those in managerial positions, the Remuneration Committee shall review the nomination lists submitted by each subsidiary; for non-managerial personnel, the Audit Committee shall review such lists, in order to ensure that grant recipients are directly linked to the Company's long-term value creation.
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Reasons for including consultants and conflict of interest management: Certain consultants who have been deeply involved in the Company's core business over the long term have a substantial impact on the Group's overall competitiveness through the nature and effectiveness of their services. To strengthen alignment with the Company's long-term interests and enhance the continuity of service quality, eligible consultants are included as grant recipients. To ensure that consultants' shareholdings do not affect the objectivity of their advice, the Company's Remuneration Committee will conduct case-by-case reviews of consultants' eligibility for grants and potential conflicts of interest, and will require consultants to disclose their shareholdings when necessary.
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Rationality of the grant scale: The total grant quantity for subsidiary employees and consultants shall not exceed 5% of the total number of restricted stock awards issued in this offering. The degree of dilution of shareholders' equity is controllable and commensurate with the benefits of strengthening the Group's overall competitiveness.
V. Potential Amount to be Expensed, Dilution of the Company's Earnings per Share, and Other Impacts on Shareholders' Equity:
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Potential amount to be expensed: Based on the issue price, quantity, and the Company's average closing price of NT$27.8 per share on the day prior to March 10, 2026, the total amount to be expensed is about NT$1,299,600 thousand.
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If the shares are issued in August 2026, based on the aforementioned assumptions and estimations and vesting conditions, the estimated amounts to be expensed for the years 2026 through 2029 are about NT$288,800 thousand, NT$584,820 thousand, NT$324,900 thousand, and NT$101,080 thousand, respectively. Based on the Company's current number of shares outstanding, the estimated impacts of the amounts to be expensed on earnings per share for the years 2026 through 2029 are about NT$0.0361, NT$0.0732, NT$0.0407, and NT$0.0127, respectively.
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The Company anticipates that retaining excellent talents and making long-term investments over the coming years will contribute to operational stability and growth. Based on a
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comprehensive assessment, the impact of this proposal on shareholders' equity is expected to result in limited short-term dilution but promising long-term benefits, and is therefore deemed reasonable.
VI. Other Significant Stipulations:
- Restricted stock awards issued by this proposal shall be handled via stock trust or escrow.
- Prior to meeting the vesting conditions, the shares carry rights to allocate dividends and stocks but do not carry rights to subscribe for shares in capital increases. The rights and obligations such as attendance, proposals, speaking, and voting at shareholders' meetings are the same as the Company's issued common shares and shall be executed in accordance with the trust/escrow agreement.
- Prior to meeting the vesting conditions, employees shall not sell, pledge, transfer, gift, encumber, or otherwise dispose of their restricted stock awards.
VII. Other Matters to be Stated:
- If, during the proposal review period, the competent authority requires amendments to the issuance and subscription regulations, the Chairman is hereby authorized to amend such regulations at the request of the competent authority during the review period to ensure the timely approval of the proposal. However, such amendments must still be ratified by the Board of Directors prior to issuance.
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Any matters not addressed herein shall be amended or implemented by the Board of Directors in accordance with applicable laws, unless otherwise stipulated by legal requirements.
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Attachment VIII
InnoLux Corporation
Regulations for the Issuance of Restricted Stock Awards for 2026
Formulated on March 10, 2026
Article 1 Purpose of Issuance:
In order to attract and retain the talent required by Innolux Corporation (hereinafter referred to as the "Company"), to motivate employees, and to enhance employee loyalty to jointly create benefits for the Company and its shareholders, these "Regulations for the Issuance of Restricted Stock Awards for 2026" (hereinafter referred to as the "Regulations") are hereby formulated in accordance with Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereinafter referred to as the "Issuance Regulations").
Article 2 Issuance Period:
The shares may be issued in a single or multiple tranches within two years from the date the notification of the effective registration from the competent authority arrives, based on actual needs; the actual issuance date and relevant operational matters shall be determined by the Chairman as authorized by the Board of Directors.
Article 3 Employee Eligibility and Grant/Subscription Quantities:
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Employees eligible under these Regulations include regular full-time employees of the Company as of the granting date, as well as full-time employees and consultants of subsidiaries (including overseas subsidiaries) in which the Company directly or indirectly holds more than 50% of the voting shares. (Consultants refer to fixed-term contract personnel who perform special or project-based tasks assigned by the Company and receive compensation.)
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The number of shares an employee may be granted or subscribe to shall be determined by the Company based on factors such as seniority, position, job grade, performance evaluation, overall contribution, special achievements, or other management needs, as well as the Company's operational requirements and business development strategies. After approval by the Chairman, the proposal shall be submitted to the Board of Directors for resolution. However, if the employee granted or subscribing for shares holds the position of a director or manager, the proposal must first be submitted to the Remuneration Committee for review; if the grantee is not a manager, it must first be submitted to the Audit Committee for review. The maximum number of shares granted to or subscribed by a single employee shall be handled in accordance with relevant laws and regulations.
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Employees who fail to subscribe and pay within the subscription deadline shall be deemed to have waived their rights. Any remaining unsubscribed shares shall be consolidated into subsequent issuance tranches, and, depending on the subscriber's position, submitted to the Audit Committee or Remuneration Committee for review before being reported to the Board of Directors for resolution.
Article 4 Total Issuance Amount and Type of Shares:
The total par value of the restricted stock awards issued under these Regulations is NT$570,000,000. The type of shares issued is common stock with a par value of NT$10 per share, totaling 57,000,000 shares, of which:
- Proposed to be granted free of charge: 28,500,000 shares.
- Proposed for paid subscription: 28,500,000 shares, at NT$10 per share.
Article 5 Vesting Conditions:
After employees are granted or subscribe to restricted stock awards under these Regulations, from the capital increase record date (i.e., the issuance date), provided they remain employed or on unpaid leave upon the expiration of each vesting period, have fully complied with the Code of Conduct, and have never violated the Company’s service agreement, integrity and intellectual property agreement, work rules, contracts with the Company, or Company regulations, and have achieved the individual performance indicators and corporate operational indicators set by the Company, as follows:
- Personal Performance Indicators: The results of the most recent annual personal performance evaluation upon the expiration of each vesting period must be “B” or “G” grade or higher, or other performance agreements must be met.
- Corporate Operational Indicators: Total Shareholder Return (TSR) shall serve as the performance indicator. The Company’s peer benchmark list includes AUO, HannStar, Giantplus, LG Display, BOE, TCL Technology, and Tianma Microelectronics. The TSR calculation shall cover the total of stock price appreciation and cash dividends during the vesting period. Based on the performance of the most recent year prior to the expiration of each vesting period, the Company must reach the 50th percentile (inclusive) or higher among the aforementioned peers to be considered as having met the target.
- When both points 1 and 2 above are achieved, the maximum percentage of shares that may vest upon the expiration of each period is as follows:
End of Year 1: 20% of the granted/subscribed shares.
End of Year 2: 40% of the granted/subscribed shares.
End of Year 3: 40% of the granted/subscribed shares.
Article 6 Restrictions on Shares Before Vesting:
- Restricted stock awards issued by the Company shall be handled via stock trust or escrow. Before the vesting conditions specified in the preceding article are met, employees may not request the trustee to return the shares for any reason or in any manner. Restricted stock awards granted or subscribed to under these Regulations may not be sold, pledged, transferred, gifted, encumbered, or disposed of in any other manner.
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Before vesting, employees are entitled to receive cash and stock dividends but do not have the right to participate in cash capital increases. However, such dividends shall be held in the trust/escrow account and delivered to the employee only after vesting conditions are met. If a non-vesting event as described in Article 7 occurs, the associated cash dividends, stock dividends, and cash capital reductions shall also be deemed unvested; the Company shall recover and cancel such cash or shares.
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- Voting Rights at Shareholders’ Meetings: Rights and obligations such as attendance, proposals, speaking, and voting at shareholders’ meetings are the same as the Company’s issued common shares and shall be executed in accordance with the trust/escrow agreement.
Article 7 Measures for Failure to Meet Vesting Conditions:
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For those granted or subscribing to restricted stock awards under these Regulations, if the vesting conditions regarding performance are not met upon the expiration of the periods specified in Article 5, for shares granted free of charge, the Company shall recover all such shares without consideration and cancel them; for shares subscribed for a fee, the Company shall repurchase all such shares at the original subscription price and cancel them.
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Resignation, Severance under Article 11, Paragraph 5 of the Labor Standards Act, or Dismissal:
For unvested shares, shares granted free of charge shall be recovered by the Company without consideration and canceled; shares subscribed for a fee shall be repurchased by the Company at the original subscription price and canceled.
- Retirement or Severance under Article 11, Paragraphs 1 to 4 of the Labor Standards Act:
(1) The rights and obligations of unvested shares remain unaffected, and personal performance shall be deemed as meeting the target, to be handled in accordance with Article 5. However, if any of the following are violated, the aforementioned shares shall be deemed as failing to meet vesting conditions and handled according to Paragraph (I) of this Article:
A. The individual has never engaged in any matters competing with the Company or its subsidiaries, including but not limited to joining a competing company, providing any services competing with the Company or its subsidiaries, or hiring, inducing, or attempting to induce any employees of the Company or its subsidiaries to engage in services competing with the Company or its subsidiaries.
B. The individual has never violated the mutual labor contract termination agreement or relevant agreements and stipulations upon termination.
(2) Exemptions for the aforementioned individual cases shall be approved by the Chairman.
- Unpaid Leave:
The rights and obligations of unvested shares remain unaffected; however, in addition to meeting the vesting conditions stipulated in Article 5 of these Regulations, the actual number of shares that may vest shall be calculated proportionally based on the actual number of days worked, excluding the period of unpaid leave, prior to the expiration of each respective vesting period (rounded to the nearest whole number). Regarding the aforementioned unvested shares, for those granted free of charge, the Company shall recover all such shares without consideration and cancel them; for those subscribed for a fee, the Company shall repurchase all such shares at the original subscription price and cancel them.
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- Transfer:
For employees assigned by the Company or its subsidiaries to be transferred to other subsidiaries or affiliates, the rights and obligations of unvested shares remain unaffected; however, the vesting conditions stipulated in Article 5 of these Regulations must still be met, and the individual must remain employed on the expiration date of each respective vesting period.
- Death or Disability due to Occupational Injury Resulting in Inability to Continue Employment:
(1) If a grantee dies before the vesting conditions are met, the unvested shares shall be deemed fully vested as of the date of death. The trustee shall handle the transfer of shares in accordance with the Company’s notice and the provisions of the trust agreement. The aforementioned transfer is a formal registration process for the shares; the ultimate ownership of rights shall still be determined in accordance with the Succession Chapter of the Civil Code and relevant laws. Heirs must still complete the rights transfer and registration procedures in accordance with the Succession Chapter of the Civil Code, the “Regulations Governing the Administration of Shareholder Services of Public Companies,” and other relevant laws and regulations.
(2) For those who become disabled due to occupational injury and are unable to continue employment, the rights and obligations of unvested shares shall remain unaffected, individual performance shall be deemed as having met the target, and it shall be handled according to each vesting period in Article 5.
- Other Circumstances:
Any special circumstances or other unstated terminations or adjustments of the employment relationship shall be approved by the Chairman.
Article 8 Taxation:
The shares granted to or subscribed by the employee or their heirs under these Regulations, and any related taxes, shall be handled in accordance with the tax laws of the Republic of China and other relevant regulations.
Article 9 Confidentiality and Restrictive Clauses:
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After being granted or subscribing to restricted stock awards under these Regulations, employees shall strictly comply with the Company’s salary confidentiality regulations and shall not inquire about others’ or disclose the content and quantity of their own restricted stock awards granted or subscribed; in the event of a violation, the Company may impose disciplinary action based on the severity of the violation.
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After being granted or subscribing to restricted stock awards under these Regulations, if an employee commits gross negligence in violation of the Company’s labor contract or work rules, the Company may impose disciplinary action based on the severity of the violation and deem a portion or all of the restricted stock awards granted to or subscribed by the employee as failing to meet vesting conditions, and shall recover and cancel such shares.
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Article 10 Implementation Rules:
Relevant procedures regarding the list of employees for the grant or subscription of restricted stock awards, signatures, and detailed operational timelines shall be separately notified to the grantees by the Company’s executing unit.
Article 11 Other Significant Stipulations:
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These Regulations shall be implemented upon the approval of a majority of the directors present at a board meeting attended by at least two-thirds of the total directors, followed by submission to and effective registration with the competent authority. If revisions are required due to the requirements of the competent authority during the review process, the Chairman is authorized to amend these Regulations, which shall then be submitted to the Board of Directors for subsequent ratification prior to issuance.
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During the period when restricted stock awards are held in trust/escrow, the Company or a person designated by the Company shall act as the full agent of the employee to conduct (including but not limited to) the negotiation, signing, amendment, extension, rescission, and termination of the trust/escrow agreement, as well as instructions for the delivery, utilization, and disposal of the trust/escrow property.
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Any matters not addressed herein shall be amended or implemented by the Board of Directors in accordance with applicable laws, unless otherwise stipulated by legal requirements.
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