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JENTECH — AGM Information 2026
Apr 28, 2026
52359_rns_2026-04-28_a2dbade3-a09a-4c19-9774-4b1ef9d36184.pdf
AGM Information
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Ticker Number : 3653
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Jentech Precision Industrial Co., Ltd.
2026 Annual General Shareholders’ Meeting Handbook
(Translation)
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.)
Date of the Meeting: May 29, 2026 at 09:00 a.m. Place of the Meeting: No.40, Keji 1st Rd., Guishan Dist., Taoyuan City Type of the Meeting: Physical Meeting
Table of Contents
1. Meeting Procedures------------------------------------------------ |
1 |
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2. Meeting Agenda--------------------------------------------------- |
2 |
3. Report Items------------------------------------------------------- |
3 |
4. Acknowledged Matters--------------------------------------------- |
6 |
5. Discussion Items--------------------------------------------------- |
7 |
6. Extemporary Motions----------------------------------------------- |
10 |
7. Meeting Adjourned------------------------------------------------- |
10 |
| 8. Attachment |
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I. Business and Financial Report of 2025
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II. Audit Committee’s Review Report of 2025
III. The issuance of 4[th] and 5[th] unsecured convertible bonds
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IV. Independent Auditors’ Report and Financial Statements
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V. 2025 Earnings Distribution Table
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VI. Comparison Table for Amendments of “Regulations Governing the Acquisition and Disposal of Assets”
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[VII. Comparison Table for Amendments of “Articles of Incorporation” ]
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[VIII. Regulations Governing the Issuance of Restricted Stock Awards for ] Employees
9. Appendix
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I. Articles of Incorporation (Current Version)
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II. Rules of Procedure for Shareholder Meetings
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III. Shareholdings of All Directors
1. Meetin Procedures g
Jentech Precision Industrial Co., Ltd. 2026 Annual Shareholders’ Meeting
Meeting Procedures
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Call meeting to order
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Chairman’s Address
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Report Items
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Acknowledged Matters
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Discussion Items
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Extemporary Motions
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Meeting Adjourned
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2. Meetin A enda g g
Time: May 29, 2026 at 09:00 a.m.
Place: No.40, Keji 1st Rd., Guishan Dist., Taoyuan City
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Call meeting to order
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Chairman’s Address
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Report Items
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(1) 2025 Business Report
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(2) 2025 Audit Committee’s review report
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(3) 2025 Distributable compensation for employees and directors
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(4) Distribution of 2025 Earnings Report
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(5) The issuance of 4th and 5th unsecured convertible bonds
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(6) Investment in Mainland China
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(7) Other Report
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Acknowledged Matters
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(1) The Company’s 2025 business report and financial statements
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(2) The Company’s 2025 earnings distribution
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Discussion Items
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(1) To amend the Company’s “Regulations Governing the Acquisition and Disposal of Assets”
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(2) To amend the Company’s “Articles of Incorporation”
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(3) To propose the issuance of Employee Restricted Stock Awards
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Extemporary Motions
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Meeting Adjourned
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3. Report Items
1. 2025 Business Report
Explanatory Notes:
2025 Business Report please refer to Attachment I.
2. 2025 Audit Committee’s review report
Explanatory Notes:
2025 Audit Committee’s review report please refer to Attachment II.
3. 2025 Distributable compensation for employees and directors
Explanatory Notes:
According to the Company's articles of Incorporation, and approved by the board of directors on March 11, 2026, the Company has allocated a total of NT$730,557,000 for employee remuneration (of which NT$219,167,100 for entry-level employee), and NT$146,111,000 for director remuneration for the fiscal year 2025. The aforementioned amounts will be disbursed in cash and are consistent with the estimated annual expense recognition.
4. Distribution of 2025 Earnings Report
Explanatory Notes:
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(1) According to Article 24-1 of the Company's articles of incorporation, the Board of Directors is authorized to decide on the distribution of dividends and profits, either in whole or in part, through cash payment. This decision will be reported to the shareholders' meeting.
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(2) The proposed distribution of cash dividends to shareholders is NT$22.0 per share, amounting to a total of NT$3,187,141,078. The dividend will be paid in cash with calculation rounded down to the nearest one NT$ (any amount below one NT$ will be discarded). Any fractional amounts will be included in the Company's other income.
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(3) In the event of any change in the number of outstanding shares resulting, the dividend ratio must be adjusted. It is proposed to fully authorize the Chairman to adjust the dividend ratio and to proceed on the relevant matters.
5. The issuance of 4th and 5th unsecured convertible bonds
Explanatory Notes:
The Company issued its 4th and 5th domestic unsecured convertible bonds on June 3, 2025 and June 13, 2025, to construct the third plant in Dayuan District and replenish its working capital to expand its existing production capacity, improve its financial structure, and reduce interest expense. The bond issuance, with a total amount of NT$5,000,000 thousand. The details for the issuance of 4th and 5th unsecured convertible bonds please refer to Attachment III.
6. Investment in Mainland China
Explanatory Notes:
The situation of the Company's indirect investment in mainland China through overseas subsidiaries in the third region is as follows:
| Approval Document Number |
Name of the invested companyin mainland China |
Approved Amount |
Note |
|---|---|---|---|
| Adjudication No. 09600361650 |
Wuxi Jentech Precision Industrial CO.,LTD |
USD 7.1 million | - |
| Adjudication No. 09700250410 |
Wuxi Jentech Precision Industrial CO.,LTD |
USD 3 million | - |
| Adjudication No. 09900292940 |
Wuxi Jentech Precision Industrial CO.,LTD |
USD 3 million | approval for capital increase from retained earnings |
| Adjudication No. 10000008570 |
Wuxi Jentech Precision Industrial CO.,LTD |
USD 8 million | - |
| Adjudication No. 10100210000 |
Wuxi Jentech Precision Industrial CO.,LTD |
USD 3.1 million | - |
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Other Itmes for Report, for Your Information
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Explanatory Notes:
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Explanation on Handling Shareholder Proposals for this Shareholders' Meeting:
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(1) According to Article 172-1 of the Company Law, shareholders holding more than one percent of the total issued shares may submit a written proposal for the shareholders' meeting, limited to one proposal per shareholder, with a maximum of 300 words for each proposal.
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(2) The shareholders' meeting of the Company this year accepted shareholder proposal applications from March 16, 2026, to March 26, 2026, and has duly announced them on the Market Observation Post System in accordance with the law.
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(3) The Company has not received any shareholder proposals.
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4. Acknowled ed Matters g
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The Company’s 2025 business report and financial statements
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(The board proposed)
Explanatory Notes:
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(1) The Company’s 2025 Annual Business Report and Financial Statements have been prepared and finalized. The financial report has been audited and concluded by . The Board of
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accountant Fang-Yu Wang and Se-Kai Lin from PWC Taiwan Directors of the Company has approved the annual report, which is accompanied by the audit committee’s review report.
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(2) Please refer to Attachment I and IV for the aforementioned documents.
Resolution:
- The Company’s 2025 earnings distribution
(The board proposed)
Explanatory Notes:
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(1) The Company’s 2025 Earnings Distribution Proposal was approved at the 4th meeting of the Board of Directors, the 13th term, and reviewed by the Audit Committee. The Audit Committee’s report was issued accordingly.
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(2) 2025 Earnings Distribution Table please refer to Attachment V.
Resolution:
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5. Discussion Items
- To amend the Company’s “Regulations Governing the Acquisition and Disposal of Assets”
(The board proposed)
Explanatory Notes:
To address the Company's operational needs, the Company amended the Company's Regulations Governing the Acquisition and Disposal of Assets. The Comparison Table for the Articles of Regulations Governing the Acquisition and Disposal of Assets Before and After Revision, please refer to Attachment VI.
Resolution:
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To amend the Company’s “Articles of Incorporation”
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(The board proposed)
Explanatory Notes:
To address the Company's future business development and in accordance with actual operational needs, the Company amended the Company's Articles of Incorporation. The Comparison Table for the Articles of Incorporation Before and After Revision, please refer to Attachment VII.
Resolution:
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To propose the issuance of Employee Restricted Stock Awards
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(The board proposed)
Explanatory Notes:
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(1) The Company, in order to attract and retain key talents for the achievement of its medium- and long-term objectives, intends to encourage employees to spare no efforts in reaching its operational goals. Therefore, it is proposed that the Company issue restricted stock awards to its employees in accordance with Article 267, Paragraph 9 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” promulgated by the Financial Supervisory Commission.
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(2) Total amount of issuance: Common shares of a total of 500,000 shares, at par value of NT$10 per share, for a total of NT$5,000,000. The shares will be issued on a one-time basis or in series within two year following the arrival of notice from the competent authority indicating that registration has become effective. The Board of Directors is authorized for issuance details.
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(3) Conditions for issuance
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(i) Issue price: The current issue is gratuitous. The price for issuance is NT$0 per share.
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(ii) Vesting Conditions: If an employee, after having been granted a restricted stock award, remains on the job on the vesting date, during performance period, is determined by the company employee works has fulfilled both the personal performance indicators and operational goals set by the Company, the proportions of the vesting shares to be granted for such employee on the vesting date each year is as follows:
Vesting is divided into two categories, A and B, based on the vesting period and performance achievement.
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(A) Category A vesting period is the current year. Employees who receive restricted employee rights shares and achieve an "Excellent" performance rating in the year of issuance are entitled to 100% of their allocated shares.
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(B) Category B vesting period is three years. Employees who receive restricted employee rights shares and achieve an "Excellent" performance rating in the year of issuance are entitled to 20% of their allocated shares; additionally, employees who have served for three years after receiving the shares and whose performance evaluations for the two most recent periods are rated "Excellent" or above are entitled to 80% of their allocated shares.
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(iii) Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance: Where an employee has failed to fulfill the vesting conditions, the shares granted to him/her will be recovered and canceled by the Company without compensation. Any other matters will be subject to the regulations established by the Company to govern the issuance of the shares.
(iv) Restrictions imposed on the employees’ rights in the RSAs before the vesting conditions are fulfilled: Before any employee who has been granted restricted stock award shares fulfills the vesting conditions, the restricted stock award shares may not be sold, pledged, transferred, gifted to others, created any encumbrance, or otherwise disposed of. The relevant matters shall be handled in accordance with the RSA trust/custody agreement.
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(4) Employee eligibility and number of grantable or subscribable shares
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(i) Full-time employees of the company's domestic and foreign control or subordinate companies who are already employed on the date that such restricted shares are awarded shall be eligible to receive the RSA.
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(ii) The actual number of new shares allocated to employees and the number of new restricted employee shares are entitled to receive will be determined based on factors such as seniority, job level, performance evaluation, overall contribution, special achievements, or other management-related criteria. The list and shares to be granted shall be reviewed by the Chairman and be approved by the Board. However, for employees who are managerial officers or Board members, the award of such shares shall obtain approval of the Compensation Committee. Employees who are not managerial officers or Board members, the award of such shares shall obtain approval of the Audit Committee.
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(iii) The number or ratio of restricted stock award shares granted to any employee shall be subject to the Offering and Issuance Regulations.
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(5) Reasons necessary for issuance of restricted stock awards:
The Company, in order to attract and retain key talents for the achievement of its medium- and long-term objectives, intends to encourage employees to spare no efforts in reaching its operational goals. The aim is to create more benefits for the Company and its shareholders and ensure the alignment of the interest of its employees with that of its shareholders.
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(6) Possible expensed amount, dilution of earnings per share, and other impacts on shareholders’ equity:
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The Company shall measure the fair value of the shares on the grant date and recognize the related expenses over the vesting period. Based on the Company’s current outstanding shares of 146,732,803, the proposed issuance of restricted employee shares represents approximately 0.341% of the total outstanding shares. The total estimated expense to be recognized, assuming full issuance, is approximately NT$1,880,000 thousand. The estimated expenses to be recognized from 2026 to 2029 are NT$1,052,800 thousand, NT$300,800 thousand, NT$300,800 thousand, and NT$225,600 thousand, respectively.
Based on the specified vesting period and the current number of outstanding shares, the estimated reduction in earnings per share from 2026 to 2029 is NT$7.18, NT$2.05, NT$2.05, and NT$1.54, respectively, which is not expected to have a material impact on shareholders’ equity.
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(7) Other important terms and conditions: During the period when the restricted stock award shares are placed under custodial trust, the Company or a person designated by it shall be fully authorized to act on behalf of the employee and the custodial
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trust organization to engage in the following (including but not limited to): the negotiation, signature, revision, extension, rescission or termination of the custodial trust agreement, and instructions on the delivery, use, and disposition of the property under custodial trust.
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(8) The Company’s Regulations Governing the Issuance of Employee Restricted Stock Awards, please refer to Attachment VIII.
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(9) Where the conditions set for this issue of restricted stock award shares require revision or amendment due to instructions from the competent authority, amendment of the applicable laws and regulations or conditions in the financial market, it is proposed that a Shareholders’ Meeting will authorizes the Board of Directors or any person authorized by the Board to deal with the matter at full discretion.
Resolution:
6. Extem orar Motions p y
7. Meeting Adjourned
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Attachment I
Jentech Precision Industrial Co., Ltd. Business and Financial Report of 2025
Dear shareholders,
Thank you for attending the annual shareholder meeting of Jentech Precision Industrial Co., Ltd. On behalf of all the employees, I would like to express our sincere gratitude for your support and patronage.
Benefited from the Heat spreader products sales increased and production capacity utilization improved, the Company’s 2025 profitability stay strongly compared to the previous year. Our net income after tax was NT$5,310,342 thousand, and our earnings per share (EPS) was NT$36.75.
Although the global economy is remain uncertain, Jentech is aggressively innovating the next-generation products for responding rapidly evolving in customer demands. At the same time, Jentech will continue to prioritize cost controls over existing products based on efficient financial system and expects to maintain a certain level of growth momentum and profitability in the future.
The following is a summary of our business results for 2025 and our operating plan for 2026:
1. Business results for 2025
1.1 Results of Business Plan Implementation
Unit: NT$1,000
Item |
2025 | 2025 | 2024 | 2024 | Increase (Decrease) |
Increase % |
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Operating Revenue Operating costs Gross profit Operating expense Operating profit Non-operating income and expenses Profit before income tax Income tax expense Profit for theyear |
20,275,577 11,841,587 8,433,990 1,935,857 6,498,133 108,822 6,606,955 1,296,613 5,310,342 |
100 58 42 10 32 1 33 6 27 |
14,278,187 8,912,721 5,365,466 1,566,907 3,798,559 446,870 4,245,429 830,267 3,415,162 |
100 62 38 11 27 3 30 6 24 |
5,997,390 2,928,866 3,068,524 368,950 2,699,574 (338,048) 2,361,526 466,346 1,895,180 |
42 33 57 24 71 (76) 56 56 55 |
| Effective tax rate | 19.62% 19.56% |
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The increase in consolidated net revenue in 2025 was due to the increase in gross profit margin, which was affected by changes in product mix; operating expenses increased due to the increase in employee dividends; and non-operating net profit decreased due to the reduction in exchange gains caused by the foreign exchange rate fluctuations. As a result, the net profit after tax for 2025 was NT$5,310,342,000 with a net profit margin of 27%, and the net profit after tax increased by NT$1,895,180,000 (+55%).
1.2 Budget Execution Status
Jentech did not disclose any forecasted figures for the year 2025, therefore, do not required to disclose the budget execution status.
1.3 Financial analyses
| Analysis Item | 2025 | 2024 | |
|---|---|---|---|
| Solvency (%) |
Current Ratio | 416.91 | 277.60 |
| Quick Ratio | 334.90 | 188.09 | |
| Interest Coverage Ratio | 172.07 | 313.00 | |
| Operating Performance (Times) |
Account Receivable Turnover | 4.28 | 4.25 |
| InventoryTurnover | 3.53 | 3.22 | |
| Property, Plant and Equipment Turnover | 3.14 | 2.95 | |
| Total Assets Turnover | 0.87 | 0.83 |
|
| Profitability (%) |
Return on Equity | 28.15 | 25.30 |
| Pre-tax Income to Paid-in Capital Ratio | 456.06 | 297.05 |
|
| Profit Ratio | 26.19 | 23.92 |
|
| Earnings Per Share(NT$) | 36.75 | 24.15 |
1.4 Research and Development Status
Jentech will continue to focus on R&D in the following areas:
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1.) Heat spreader development on AI and data center chips.
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2.) Thermal solution development on AI and data center chips.
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3.) High-Performance Computing Data Center (HPC Data Center) cooling system.
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4.) Development of epoxy resin substrates.
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5.) Development of LED/IC hybrid leadframe.
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2. Operating plan for 2026
2.1 Business policy:
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1.) Continuously innovate and improve, using traditional industries as a platform to incorporate innovative technologies in semiconductor manufacturing to ensure customer satisfaction.
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2.) Operate with integrity and prioritize creditworthiness, clearly comply with regulations, and enhance corporate social and environmental responsibility.
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3.) Fully implement the MES, SAP and ERP system to integrate and control real-time information on the production line to improve production efficiency.
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4.) Continue to strengthen the Company’s core values and active innovation.
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5.) Continuously promote education and training, attract outstanding talent to join, and strengthen executive training.
2.2 Expected Sales Volume and Basis:
The expected sales volume is based on the operational status of existing and future potential customers, taking into account new product development plans and market demand, while ensuring that the production capacity of the company is capable for the market requirements. Currently, Jentech is continuously developing new markets and customers, which is expected to have a significant positive impact on the company's growth. It is anticipated that the sales for the year 2026 will continue to growth in a stable trend seen in the year 2025.
2.3 Significant Production and Sales Policies:
1.) Sales Policy: For the current year, the main sales products will still be Heat spreader products. In addition, the Company will continue to promote the development of connector mechanism and Heat spreader products, in order to provide customers with complete thermal solutions with more competitive prices and quality advantages, and strive to become one of the important component suppliers for servers and other high-performance computing equipment. Based on existing manufacturing technologies, Jentech will continue to focus on new product development to capture the future growth.
2.) Production Policy: Jentech will enhance the link between mold and production processes, strengthen quality control and real-time feedback mechanisms, and promote process improvements to improve production yield and reduce production costs. Jentech will also strengthen communication and coordination among all production links, establish management goals to improve production efficiency, and increase production capacity utilization to further improve production efficiency in response to production and sales needs.
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3. Future development strategy
Jentech’s core strength is built upon our foundation of high-precision mold development and automated production capabilities, complemented by world-class electroplating technology. We not only provide customers with high-quality and competitively priced products, but also strive to shorten delivery times to satisfy customer requirements and create a win-win situation. This has helped us cultivate interdependent relationships with semiconductor industry leaders worldwide. Through interaction with these world-class leading manufacturers, we have improved our research and development capabilities. In recent years, we have extended our existing processing technology to the development and application of new material technology, with the aim of creating products with even higher added-value.
4. The impact of External Competitive, Regulatory, and Macro Economic Environment
Facing with the uncertain global economy, regulatory changes, and fierce challenges from domestic and foreign competitors, we will adopt a cautious and optimistic attitude to respond and seek opportunities for survival and growth. As a long-term and reliable provider of technology and production capacity in the global precision metal and plastic component demand industry, we will continue to explore global markets and create win-win situations for employees, customers, and shareholders.
Finally, Jentech is deeply thankful to all of its shareholders for their unwavering support and encouragement. We will continue to make decisions that are in the best interests of the Company, and deliver long-term profitable growth for our shareholders.
Wish everyone good health and good luck.
Sincerely,
Chairman: Chung-Hsin Chao
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Attachment II
Jentech Precision Industrial Co., Ltd.
Audit Committee's Review Report
The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements (including individual and consolidated financial statements), and the proposal for the distribution of earnings. The financial statements have been audited by Fang-Yu Wang, CPA and Se-Kai Lin, CPA, from PWC Taiwan, and an audit report has been issued. The aforementioned financial documents submitted by the Board of Directors have been reviewed by the Audit Committee, and no discrepancies have been found. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby report the above and kindly request your review and approval.
To: 2026 Annual Shareholders' Meeting of the Company
Jentech Precision Industrial Co., Ltd. Chairperson of the Audit Committee: Pei-Zen Chang
March 11, 2026
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Attachment III
Jentech Precision Industrial Co., Ltd.
The issuance of 4th and 5th unsecured convertible bonds
| Type of Bonds | 4thdomestic unsecured convertible bonds | 5thdomestic unsecured convertible bonds |
|---|---|---|
| Board Approval Date | February25, 2025 | |
| FSC Approval Letter No. |
Financial Supervisory Commission letter no. 1140336873, dated April 2, 2025 | |
| Issuance Date | June 3, 2025 | June 13, 2025 |
| Total Issuance Amount |
NT$3,000,000 thousand (face value : NT$100 thousand) |
NT$2,000,000 thousand (face value : NT$100 thousand) |
| Issuance Price | The offering was conducted through a book-building process, with 101% of the face value issued and actual funds raised: NT$3,030,000,000 |
The offering was conducted through a competitive auction, with 108.37% of the face value issued and actual funds raised: NT$2,167,445,000 |
| Interest Rate | 0% per annum | |
| Term | 5years (MaturityDate: June 3, 2030) | 5years (MaturityDate: June 13, 2030) |
| Underwriter | Fubon Securities Corporation | |
| Trustee | Taipei Fubon Commercial Bank Co., Ltd. | |
| Convertible Bond Conversion Terms and Status |
Bondholders may convert their bonds into common shares of the Company at the conversion price, in accordance with the issuance terms, from the day following three months after the issuance date until the maturitydate. |
|
| Expected Benefits and Expenditures |
To construct the third plant in Dayuan District and replenish its working capital to expand its existing production capacity, improve its financial structure, and reduce interest expense. |
|
| Convertible Bond Conversion Status |
Termination of OTC Listing: December 29, 2025 Total number of convertible bonds issued: 30,000 Number of bonds converted: 29,999 Number of common shares converted: 2,281,974 shares |
Termination of OTC Listing: December 29, 2025 Total number of convertible bonds issued: 20,000 Number of bonds converted: 19,999 Number of common shares converted: 1,528,824 shares |
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Attachment IV
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of JENTECH PRECISION INDUSTRIAL CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of JENTECH PRECISION INDUSTRIAL CO., LTD. and subsidiaries (the “Group”) as of 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, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, 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. We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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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:
Cut-off of sales revenue from hub warehouse
Description
Please refer to Note 4(29) to the consolidated financial statements for accounting policies on revenue recognition.
One of the sale types among the Group’s sales revenue is the revenue from hub warehouse, which is recognized when the goods are picked up by customers (when control of the product is transferred). As the hub warehouses are located overseas and other places, the recognition of sales revenue is verified through the customer’s pick-up notification and the report provided by the hub warehouse at the end of each month. The recognition of such revenue usually involves more manual procedures, which is more challenging to control compared to direct shipment, making it easier to cause improper timing of revenue recognition or discrepancies between the physical inventory quantities and accounting records. As there are material sales transactions from the hub warehouse and the transactions before and after the balance sheet date are significant to the consolidated financial statements, we identified the cut-off of sales revenue from hub warehouse as a key audit matter. How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
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Obtained an understanding and assessed on the internal control of the timing of sales revenue recognition and tested the effectiveness of the control.
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Performed cut-off tests on sales revenue from hub warehouse for a certain period around the balance sheet date, including verifying the relevant supporting documents of revenue recognized from hub warehouse to ensure that the revenue was recognized at an appropriate point in time.
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Performed confirmation of the inventory quantities or observed the physical count of inventory quantities held in hub warehouse in order to confirm the accuracy of the quantity against accounting records.
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Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of JENTECH PRECISION INDUSTRIAL CO., LTD. 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.
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Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements (and the related notes), including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the 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
- 20 -
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 consolidated financial statements of the current period 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.
Fang-Yu, Wang
[Se-Kai, Lin ]
For and on behalf of PricewaterhouseCoopers, Taiwan March 11, 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.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
- 21 -
JENTECH PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Assets | December 31, 2025 Notes AMOUNT % 6(1) $ 9,134,067 33 6(2) 157,576 1 6(4) 414 - 6(4) 5,290,997 19 6(4) and 7 122,166 - 124,155 - 6(5) 3,652,341 13 84,860 - 18,566,576 66 6(3) 207,635 1 6(6) 18,322 - 6(7) and 8 8,073,201 29 6(8) 202,521 1 13,925 - 6(22) 109,115 - 7 538,055 2 33,829 - 205,552 1 9,402,155 34 $ 27,968,731 100 (Continued) |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|
| AMOUNT $ 2,267,253 - 941 3,958,244 101,719 54,312 3,061,636 50,692 9,494,797 510,139 16,655 4,851,594 200,801 11,801 127,814 501,204 50,122 2,696,945 8,967,075 $ 18,461,872 |
% | ||
| Current assets Cash and cash equivalents Current financial assets at fair value through profit or loss Notes receivable, net Accounts receivable, net Accounts receivable due from related parties, net Other receivables Inventories Other current assets Total current assets Non-current assets Non-current financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Prepayments for business facilities Guarantee deposits paid Other non-current assets, others Total non-current assets Total assets |
12 - - 21 1 - 17 - |
||
| 51 | |||
| 3 - 26 1 - 1 3 - 15 |
|||
| 49 | |||
| 100 | |||
– 22 –
JENTECH PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Liabilities and Equity | Notes 6(18) 7 6(10) and 7 6(22) 6(12) 6(14) 6(15) 6(16) 6(17) 9 11 |
December 31, 2025 AMOUNT % $ 24,665 - 13,382 - 1,827,507 7 1,680,109 6 833,346 3 40,274 - 34,063 - 4,453,346 16 354,764 2 46,693 - 43,787 - 5,428 - 450,672 2 4,904,018 18 1,448,700 5 18,628 - 12,767,546 45 1,583,158 6 9,229 - 6,976,263 25 33,836 - 22,837,360 81 227,353 1 23,064,713 82 $ 27,968,731 100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
| AMOUNT $ 24,665 13,382 1,827,507 1,680,109 833,346 40,274 34,063 4,453,346 354,764 46,693 43,787 5,428 450,672 4,904,018 1,448,700 18,628 12,767,546 1,583,158 9,229 6,976,263 33,836 22,837,360 227,353 23,064,713 $ 27,968,731 |
AMOUNT $ 80,894 10,042 1,542,294 1,237,994 488,623 38,059 22,383 3,420,289 301,104 41,229 36,460 4,822 383,615 3,803,904 1,429,211 1 7,636,119 1,239,798 197,939 3,893,066 70,286 14,466,420 191,548 14,657,968 $ 18,461,872 |
% | ||
Current liabilities Current contract liabilities Notes payable Accounts payable Other payables Current tax liabilities Current lease liabilities Other current liabilities, others Total current liabilities Non-current liabilities Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability Guarantee deposits received Total non-current liabilities Total liabilities Equity Equity attributable to owners of parent Share capital Ordinary share Advance receipts for share capital Capital surplus Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest Other equity interest Total equity attributable to owners of parent Non-controlling interests Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date Total liabilities and equity |
1 - 8 7 3 - - |
|||
| 19 | ||||
| 2 - - - |
||||
| 2 | ||||
| 21 | ||||
| 8 - 41 7 1 21 - |
||||
| 78 | ||||
| 1 | ||||
| 79 | ||||
| 100 |
The accompanying notes are an integral part of these consolidated financial statements.
– 23 –
JENTECH PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Year ended December 31 2025 2024 Notes AMOUNT % AMOUNT % 6(18) and 7 $ 20,275,577 100 $ 14,278,187 100 6(5)(21) and 7 ( 11,841,587 )( 58)( 8,912,721)( 62) 8,433,990 42 5,365,466 38 6(21) and 7 ( 241,214 ) ( 1) ( 182,238) ( 1) ( 954,822 ) ( 5) ( 787,150) ( 6) ( 739,821 )( 4)( 597,519)( 4) ( 1,935,857 )( 10)( 1,566,907)( 11) 6,498,133 32 3,798,559 27 93,104 1 96,642 1 6(19) and 7 31,548 - 38,181 - 6(20) 21,125 - 324,040 2 ( 38,622 ) - ( 13,607) - 6(6) 1,667 - 1,614 - 108,822 1 446,870 3 6,606,955 33 4,245,429 30 6(22) ( 1,296,613 )( 6)( 830,267)( 6) $ 5,310,342 27 $ 3,415,162 24 6(12) ( $ 2,049 ) - $ 7,286 - 6(3) ( 17,812 ) - 252,700 2 6(22) 409 - ( 1,457) - ( 19,452 ) - 258,529 2 18,681 - 72,861 - 18,681 - 72,861 - ($ 771 ) - $ 331,390 2 $ 5,309,571 27 $ 3,746,552 26 $ 5,277,165 27 $ 3,427,777 24 33,177 - ( 12,615) - $ 5,310,342 27 $ 3,415,162 24 $ 5,273,766 27 $ 3,740,971 26 35,805 - 5,581 - $ 5,309,571 27 $ 3,746,552 26 6(23) $ 36.75 $ 24.15 6(23) $ 36.14 $ 24.07 |
|---|---|
| Operating revenue Operating costs Gross profit Operating expenses Selling expenses Administrative expenses Research and development expenses Total operating expenses Operating profit Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit for the period Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss (Loss) gain on remeasurements of defined benefit plans Unrealized (loss) gain on valuation of equity instruments at fair value through other comprehensive income Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Total components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation of foreign operations Total components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income, net Total comprehensive income for the period Profit (loss), attributable to: Owners of parent Non-controlling interests Total Comprehensive income (loss) attributable to: Owners of parent Non-controlling interests Total Basic earnings per share Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
– 24 –
JENTECH PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year 2024 Balance at January 1, 2024 Profit(loss) for the year Other comprehensive income (loss) for the year Total comprehensive income Appropriation of prior year’s earnings: Legal reserve Cash dividends Reversal of Special Reserve Acquisition of Subsidiary Equity Share-based payments Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2024 Year 2025 Balance at January 1, 2025 Profit (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation of prior year’s earnings: Legal reserve Cash dividends Reversal of Special Reserve Share-based payments Disposal of investments in equity instruments designated at fair value through other comprehensive income Issuance of convertible bonds Conversion of convertible bonds Balance at December 31, 2025 |
Notes | Equityat | tri | butable to owners of t | he | parent | Non-controlling interests |
Total equity | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital surplus, additional paid-in capital |
Retained Earnings | Other equityinterest | Total | |||||||||||||||||||
| Common stock | Advance receipts for share capital |
Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||||||||
| 6(16) 6(13) 6(3) 6(16) 6(3) 6(11)(15) 6(11)(15) |
$ 1,408,168 - - - - - - 22,210 ( 1,167 ) - $ 1,429,211 $ 1,429,211 - - - - - - 9 - - 19,480 $ 1,448,700 |
$ - - - - - - - - 1 - $ 1 $ 1 - - - - - - ( 1 ) - - 18,628 $ 18,628 |
$ 5,348,893 - - - - - - 2,276,547 10,679 - $ 7,636,119 $ 7,636,119 - - - - - - 272 - 671,660 4,459,495 $ 12,767,546 |
$ 1,011,487 - - - 228,311 - - - - - $ 1,239,798 $ 1,239,798 - - - 343,360 - - - - - - $ 1,583,158 |
$ 276,002 - - - - - ( 78,063 ) - - - $ 197,939 $ 197,939 - - - - - ( 188,710 ) - - - - $ 9,229 |
$ 3,631,302 3,427,777 5,829 3,433,606 ( 228,311 ) ( 1,408,168 ) 78,063 ( 1,652,566 ) - 39,140 $ 3,893,066 $ 3,893,066 5,277,165 ( 1,640 ) 5,275,525 ( 343,360 ) ( 2,072,369 ) 188,710 - 34,691 - - $ 6,976,263 |
($ 88,126 ) - 54,665 54,665 - - - - - - ($ 33,461 ) ($ 33,461 ) - 16,053 16,053 - - - - - - - ($ 17,408 ) |
($ 109,813 ) - 252,700 252,700 - - - - - ( 39,140 ) $ 103,747 $ 103,747 - ( 17,812 ) ( 17,812 ) - - - - ( 34,691 ) - - $ 51,244 |
$ 11,477,913 3,427,777 313,194 3,740,971 - ( 1,408,168 ) - 646,191 9,513 - $ 14,466,420 $ 14,466,420 5,277,165 ( 3,399 ) 5,273,766 - ( 2,072,369 ) - 280 - 671,660 4,497,603 $ 22,837,360 |
$ 860,368 ( 12,615 ) 18,196 5,581 - ( 28,210 ) - ( 646,191 ) - - $ 191,548 $ 191,548 33,177 2,628 35,805 - - - - - - - $ 227,353 |
$ 12,338,281 3,415,162 331,390 3,746,552 - ( 1,436,378 ) - - 9,513 - $ 14,657,968 $ 14,657,968 5,310,342 ( 771 ) 5,309,571 - ( 2,072,369 ) - 280 - 671,660 4,497,603 $ 23,064,713 |
The accompanying notes are an integral part of these consolidated financial statements.
– 25 –
JENTECH PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortisation expense Expected credit loss (or reversal of expected credit loss) Gains on financial assets at fair value through profit or loss Finance costs Interest income Losses (gains) on disposal of property, plant and equipment Losses from lease modification Share of profit (loss) of associates and joint ventures accounted for using equity method Dividend income Reversal of impairment gain on non- financial assets Unrealized foreign exchange gain Gain on bond redemption Changes in operating assets and liabilities Changes in operating assets Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Inventories Other current assets Changes in operating liabilities Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liability - non-current Cash inflow generated from operations Interest paid Income tax paid Net cash flows from operating activities |
YearendedDecember31 Notes 2025 2024 $ 6,606,955 $ 4,245,429 6(7)(8)(21) 629,171 576,411 6(21) 18,877 20,513 12(2) 3,230 ( 7,459 ) 6(20) ( 59,296 ) ( 26,103 ) 38,622 13,607 ( 93,104 ) ( 96,642 ) 6(20) 2,277 ( 3,406 ) 6(8) 145 743 6(6) ( 1,667 ) ( 1,614 ) 6(19) ( 16,616 ) ( 11,919 ) 6(7) ( 2,790 ) ( 3,545 ) ( 93,872 ) ( 56,217 ) ( 8 ) - 685 ( 622 ) ( 1,262,904 ) ( 1,373,182 ) ( 16,260 ) 29,814 ( 55,226 ) 10,314 ( 651,230 ) ( 635,456 ) ( 34,168 ) 9,184 ( 56,229 ) 34,803 3,340 6,404 293,762 484,430 388,428 225,743 12,395 7,453 7,327 6,523 5,661,844 3,455,206 ( 1,553 ) ( 1,416 ) ( 886,772) ( 563,114) 4,773,519 2,890,676 |
|---|---|
(Continued)
– 26 –
JENTECH PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in prepayment for business facilities Decrease (increase) in refundable deposits Increase in other non-current assets Dividends received Interest received Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Proceeds from long-term debt Repayments of long-term debt Payments on lease liabilities Increase in guarantee deposits received Cash dividend paid to non-controlling interests by subsidiaries Issuance of bonds payable Repayments of bonds payable Cash dividends paid Exercise of employee share options Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
YearendedDecember31 Notes 2025 2024 ( $ 154,025 ) ( $ 130,080 ) - 155,591 284,691 139,140 6(25) ( 829,582 ) ( 217,200 ) 15,059 14,237 ( 20,957 ) ( 19,267 ) ( 342,995 ) ( 395,555 ) 16,293 ( 27,467 ) ( 91,784 ) ( 2,191,041 ) 16,616 11,919 93,104 96,642 ( 1,013,580 ) ( 2,563,081 ) 6(26) - 367,845 6(26) - ( 711,166 ) 6(26) - 81,750 6(26) - ( 481,952 ) 6(26) ( 49,043 ) ( 45,145 ) 6(26) 606 528 - ( 28,210 ) 6(26) 5,197,445 - 6(26) ( 200 ) - 6(16) ( 2,072,369 ) ( 1,408,168 ) 280 9,513 3,076,719( 2,215,005 ) 30,156 ( 960 ) 6,866,814 ( 1,888,370 ) 2,267,253 4,155,623 $ 9,134,067$ 2,267,253 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
– 27 –
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of JENTECH PRECISION INDUSTRIAL CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of JENTECH PRECISION INDUSTRIAL CO., LTD. (the “Company”) as of 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 financial statements, including a summary of material accounting policies.
In our opinion, 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 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 parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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.
The key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
- 28 -
Cut-off of sales revenue from hub warehouse
Description
Please refer to Note 4(28) to the parent company only financial statements for accounting policies on revenue recognition.
One of the sale types among the Company’s sales revenue is the revenue from hub warehouse, which is recognized when the goods are picked up by customers (when control of the product is transferred). As the hub warehouses are located overseas and other places, the recognition of sales revenue is verified through the customer’s pick-up notification and the report provided by the hub warehouse at the end of each month. The recognition of such revenue usually involves more manual procedures, which is more challenging to control compared to direct shipment, making it easier to cause improper timing of revenue recognition or discrepancies between the physical inventory quantities and accounting records. As there are material sales transactions from the hub warehouse and the transactions before and after the balance sheet date are significant to the parent company only financial statements, we identified the cut-off of sales revenue from hub warehouse as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding and assessed on the internal control of the timing of sales revenue recognition and tested the effectiveness of the control.
-
Performed cut-off tests on sales revenue from hub warehouse for a certain period around the balance sheet date, including verifying the relevant supporting documents of revenue recognized from hub warehouse to ensure that the revenue was recognized at an appropriate point in time.
-
Performed confirmation of the inventory quantities or observed the physical count of inventory quantities held in warehouse in order to confirm the accuracy of the quantity against accounting records.
-
29 -
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 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:
-
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.
-
30 -
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
-
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
-
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.
-
31 -
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 of the current period 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.
Fang-Yu, Wang
Se-Kai, Lin
For and on Behalf of PricewaterhouseCoopers, Taiwan March 11, 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.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
- 32 -
JENTECH PRECISION INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Assets | December 31, 2025 Notes AMOUNT % 6(1) $ 7,853,361 29 6(2) 157,576 1 6(4) 5,012,421 18 6(4) and 7 66,578 - 7 161,496 1 6(5) 2,890,962 11 29,070 - 16,171,464 60 6(3) 199,500 1 6(6) 3,716,606 14 6(7) 6,128,540 22 6(8) 91,671 - 11,755 - 6(22) 49,562 - 7 471,173 2 30,403 - 205,553 1 10,904,763 40 $ 27,076,227 100 (Continued) |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|
| AMOUNT $ 1,389,127 - 3,746,674 57,572 72,270 2,468,112 17,980 7,751,735 501,600 3,144,428 3,087,596 86,738 10,254 43,988 419,263 44,561 2,696,945 10,035,373 $ 17,787,108 |
% | ||
| Current assets Cash and cash equivalents Current financial assets at fair value through profit or loss Accounts receivable, net Accounts receivable due from related parties, net Other receivables Inventories Other current assets Total current assets Non-current assets Non-current financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Prepayments for business facilities Guarantee deposits paid Other non-current assets, others Total non-current assets Total assets |
8 - 21 - 1 14 - |
||
| 44 | |||
| 3 18 17 1 - - 2 - 15 |
|||
| 56 | |||
| 100 | |||
– 33 –
JENTECH PRECISION INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Liabilities and Equity | Notes 6(18) 7 6(10) and 7 6(22) 6(12) 6(14) 6(15) 6(16) 6(17) 9 11 |
December 31, 2025 AMOUNT % $ 24,665 - 1,226,377 5 272,689 1 1,578,152 6 782,587 3 40,274 - 30,081 - 3,954,825 15 198,761 1 46,693 - 35,889 - 2,699 - 284,042 1 4,238,867 16 1,448,700 5 18,628 - 12,767,546 47 1,583,158 6 9,229 - 6,976,263 26 33,836 - 22,837,360 84 $ 27,076,227 100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
| AMOUNT $ 24,665 1,226,377 272,689 1,578,152 782,587 40,274 30,081 3,954,825 198,761 46,693 35,889 2,699 284,042 4,238,867 1,448,700 18,628 12,767,546 1,583,158 9,229 6,976,263 33,836 22,837,360 $ 27,076,227 |
AMOUNT $ 80,894 1,100,688 324,492 1,073,059 455,234 38,059 15,187 3,087,613 159,307 41,229 30,140 2,399 233,075 3,320,688 1,429,211 1 7,636,119 1,239,798 197,939 3,893,066 70,286 14,466,420 $ 17,787,108 |
% | ||
Current liabilities Current contract liabilities Accounts payable Accounts payable to related parties Other payables Current tax liabilities Current lease liabilities Other current liabilities, others Total current liabilities Non-current liabilities Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability Guarantee deposits received Total non-current liabilities Total liabilities Equity Share capital Ordinary share Advance receipts for share capital Capital surplus Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest Other equity interest Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date Total liabilities and equity |
1 6 2 6 3 - - |
|||
| 18 | ||||
| 1 - - - |
||||
| 1 | ||||
| 19 | ||||
| 8 - 43 7 1 22 - |
||||
| 81 | ||||
| 100 |
The accompanying notes are an integral part of these parent company only financial statements.
– 34 –
JENTECH PRECISION INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Year ended December 31 2025 2024 Notes AMOUNT % AMOUNT % 6(18) and 7 $ 18,869,708 100 $ 13,325,720 100 6(5) ( 11,615,203)( 62)( 8,669,944)( 65) 7,254,505 38 4,655,776 35 6(21) ( 194,469 ) ( 1) ( 146,631) ( 1) ( 748,834 ) ( 4) ( 630,094) ( 5) ( 599,115)( 3)( 484,842)( 4) ( 1,542,418)( 8)( 1,261,567)( 10) 5,712,087 30 3,394,209 25 85,209 - 86,123 1 6(19) and 7 93,981 1 67,976 1 6(20) 19,691 - 310,019 2 ( 38,618 ) - ( 1,336) - 556,552 3 317,895 2 716,815 4 780,677 6 6,428,902 34 4,174,886 31 6(22) ( 1,151,737)( 6)( 747,109)( 5) $ 5,277,165 28 $ 3,427,777 26 |
|---|---|
| Operating revenue Operating costs Gross profit Operating expenses Selling expenses Administrative expenses Research and development expenses Total operating expenses Operating profit Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit for the year |
(Continued)
– 35 –
JENTECH PRECISION INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Year ended December 31 2025 2024 Notes AMOUNT % AMOUNT 6(12) ( $ 1,567 ) - $ 5,651 6(3) ( 17,409 ) - 252,240 ( 789 ) - 1,768 6(22) 313 - ( 1,130) ( 19,452) - 258,529 6(17) 16,053 - 54,665 16,053 - 54,665 ( $ 3,399) - $ 313,194 $ 5,273,766 28 $ 3,740,971 6(23) $ 36.75 $ 6(23) $ 36.14 $ |
Year ended December 31 | Year ended December 31 | Year ended December 31 | |
|---|---|---|---|---|---|
| 2025 | 2024 % AMOUNT - $ 5,651 - 252,240 - 1,768 - ( 1,130) - 258,529 - 54,665 - 54,665 - $ 313,194 28 $ 3,740,971 36.75 $ 36.14 $ |
2024 | |||
| % | |||||
| Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss (Loss) gain on remeasurements of defined benefit plans Unrealized (loss) gain on valuation of equity instruments at fair value through other comprehensive income Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Total components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation of foreign operations Total components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income, net Total comprehensive income for the year Basic earnings per share Diluted earnings per share |
- 2 - - |
||||
| 2 | |||||
| - | |||||
| - | |||||
| 2 | |||||
| 28 | |||||
| 24.15 | |||||
| $ | $ | 24.07 |
The accompanying notes are an integral part of these parent company only financial statements.
– 36 –
JENTECH PRECISION INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year 2024 Balance at January 1, 2024 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income Appropriation of prior year’s earnings: Legal reserve Cash dividends Reversal of special reserve Acquisition of Subsidiary Equity Share-based payments Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2024 Year 2025 Balance at January 1, 2025 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income Appropriation of prior year’s earnings: Legal reserve Cash dividends Reversal of special reserve Share-based payments Disposal of investments in equity instruments designated at fair value through other comprehensive income Issuance of convertible bonds Conversion of convertible bonds Balance at December 31, 2025 |
Notes | Capital | Capital | Capital | Capital surplus | RetainedEarnings | Otherequityinterest | Otherequityinterest | Otherequityinterest | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Advance receipts for share capital |
Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||||
| 6(16) 6(6) 6(13) 6(3) 6(16) 6(3) 6(11)(15) 6(11)(15) |
$ 1,408,168 - - - - - - 22,210 ( 1,167 ) - $ 1,429,211 $ 1,429,211 - - - - - - 9 - - 19,480 $ 1,448,700 |
$ - - - - - - - - 1 - $ 1 $ 1 - - - - - - ( 1 ) - - 18,628 $ 18,628 |
$ 5,348,893 - - - - - - 2,276,547 10,679 - $ 7,636,119 $ 7,636,119 - - - - - - 272 - 671,660 4,459,495 $ 12,767,546 |
$ 1,011,487 - - - 228,311 - - - - - $ 1,239,798 $ 1,239,798 - - - 343,360 - - - - - - $ 1,583,158 |
$ 276,002 - - - - - ( 78,063 ) - - - $ 197,939 $ 197,939 - - - - - ( 188,710 ) - - - - $ 9,229 |
$ 3,631,302 3,427,777 5,829 3,433,606 ( 228,311 ) ( 1,408,168 ) 78,063 ( 1,652,566 ) - 39,140 $ 3,893,066 $ 3,893,066 5,277,165 ( 1,640 ) 5,275,525 ( 343,360 ) ( 2,072,369 ) 188,710 - 34,691 - - $ 6,976,263 |
($ 88,126 ) - 54,665 54,665 - - - - - - ($ 33,461 ) ($ 33,461 ) - 16,053 16,053 - - - - - - - ($ 17,408 ) |
($ 109,813 ) - 252,700 252,700 - - - - - ( 39,140 ) $ 103,747 $ 103,747 - ( 17,812 ) ( 17,812 ) - - - - ( 34,691 ) - - $ 51,244 |
$ 11,477,913 3,427,777 313,194 3,740,971 - ( 1,408,168 ) - 646,191 9,513 - $ 14,466,420 $ 14,466,420 5,277,165 ( 3,399 ) 5,273,766 - ( 2,072,369 ) - 280 - 671,660 4,497,603 $ 22,837,360 |
The accompanying notes are an integral part of these parent company only financial statements.
– 37 –
JENTECH PRECISION INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortisation expense Expected (Reversal of) credit lossess Gains on financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Dividend income Gains on disposals of property, plant and equipment Share of profit of associates and joint ventures accounted for using equity method Losses from lease modification Gain on bond redemption Unrealized foreign exchange gain Changes in operating assets and liabilities Changes in operating assets Notes receivable Accounts receivable Other receivables Inventories Other current assets Changes in operating liabilities Contract liabilities Accounts payable Accounts payable to related parties Other payables Other current liabilities Net defined benefit liability Cash inflow generated from operations Interest paid Income tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of investments accounted for using equity method Increase in prepayment for business facilities Decrease (increase) in refundable deposits Increase in other non-current assets Dividends received Interest received Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payments on lease liabilities Issuance of bonds payable Repayments of bonds payable Increase in guarantee deposits received Cash dividends paid Exercise of employee share options Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2025 2024 $ 6,428,902 $ 4,174,886 6(7)(8)(21) 431,272 387,717 6(21) 17,591 19,605 12(2) 3,582 ( 7,329 ) 6(2)(20) ( 59,296 ) ( 26,103 ) 38,618 1,336 ( 85,209 ) ( 86,123 ) 6(19) ( 15,801 ) ( 11,511 ) 6(20) ( 3,542 ) ( 4,797 ) ( 556,914 ) ( 317,895 ) 6(8) 145 1,636 ( 8 ) - ( 80,486 ) ( 29,181 ) 158 29 ( 1,206,150 ) ( 1,347,692 ) ( 85,784 ) ( 21,292 ) ( 423,879 ) ( 498,903 ) ( 10,704 ) 905 ( 56,229 ) 34,803 124,581 341,553 ( 53,147 ) 91,862 478,300 211,937 14,071 2,635 4,182 5,152 4,904,253 2,923,230 ( 1,549 ) ( 1,336 ) ( 790,190 ) ( 465,782 ) 4,112,514 2,456,112 ( 154,025 ) ( 130,080 ) - 155,591 284,691 139,140 6(24) ( 557,584 ) ( 120,181 ) 16,668 7,220 ( 19,092 ) ( 19,466 ) - ( 600,000 ) ( 315,340 ) ( 345,138 ) 14,158 ( 26,334 ) ( 91,785 ) ( 2,194,422 ) 15,801 150,121 81,815 89,510 ( 724,693 ) ( 2,894,039 ) 6(25) ( 49,043 ) ( 44,154 ) 6(25) 5,197,445 - 6(25) ( 200 ) - 6(25) 300 200 6(16) ( 2,072,369 ) ( 1,408,168 ) 280 9,513 3,076,413 ( 1,442,609 ) 6,464,234 ( 1,880,536 ) 1,389,127 3,269,663 $ 7,853,361 $ 1,389,127 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
– 38 –
Attachment V
Jentech Precision Industrial Co., Ltd.
2025 Earnings Distribution Table
| Retained Earnings Available for Distribution as of January 1, 2025 Adjustments arising from acquisition of subsidiary shares and disposal of equity instruments at FVOCI Adjusted beginning balance of retained earnings Remeasurements of defined benefit plans Disposal of equity instruments at FVOCI Adjusted Unappropriated Retained Earnings Plus) Net Income of 2025 Less) Legal Reserve (10%) Plus) Reversal of Special Reserve Retained Earnings Available for Distribution as of December 31, 2025 Distribution Item: Common Share Holders: Cash Dividends (NT$22.0 per share) Stock Dividends (NT$0 per share) Unappropriated Retained Earnings |
5,277,164,950 (531,021,624) 0 (3,187,141,078) 0 |
Unit: NT$ $ 3,279,472,757 (1,613,425,982) |
|---|---|---|
| 1,666,046,775 (1,639,915) 34,691,200 |
||
| 1,699,098,060 4,746,143,326 |
||
| 6,445,241,386 (3,187,141,078) |
||
| $ 3,258,100,308 |
Chairman: Chung-Hsin Chao Presidents: Yung-Tsang Chao Accounting Officer: Hong-Ping Pan
- 39 -
Attachment VI
Jentech Precision Industrial Co., Ltd.
Comparison Table for Amendments of "Regulations Governing the Acquisition and Disposal of Assets”
| Provision After Amendment | Original Clause | Reason of Amendment |
|
|---|---|---|---|
| Article 12 Types of Transactions The term "derivatives" in these Procedures means products such as 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 |
Article 12 Types of Transactions The term "derivatives" in these Procedures means products such as 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. |
To comply with the Company's operational need |
|
| Article 35 These Article of Incorporation were established on June 02, 2015. ~(Omitted)~ Third amendment on May 27, 2022. Fourth amendment on May 29, 2026. |
Article 35 These Article of Incorporation were established on June 02, 2015. ~(Omitted)~ Third amendment on May 27, 2022. |
Newly added the date of current amendment |
- 40 -
Attachment VII
Jentech Precision Industrial Co., Ltd.
Com arison Table for Amendments of "Articles of Incor oration” p p
| Provision After Amendment | Original Clause | Reason of Amendment |
|
|---|---|---|---|
| Article 24 If the Company generates profits during the year, it should allocateno less than5%~~to 20% ~~of the profits as employee compensation and the allocated compensation for basic employees shall~~not ~~be15% to 35% ~~less than 30% ~~of the total allocated employee compensation. This allocation can be made either in cash or through the issuance of new shares~~. When distributing employee~~ ~~compensation through the issuance~~ ~~of new shares, eligible recipients~~ and the distribution subject may include employees of controlling or subsidiary companies who meet certain conditions determined by the board of directors. Additionally, the Company may allocate up to 2% of the aforementioned profit amount as director compensation, as decided by the board of directors. Reports regarding the distribution of employee compensation and director compensation should be presented at the shareholders' meeting. However, if the company has accumulated losses, an amount should be reserved in advance for offsetting the losses before allocating employee compensation and director compensation according to the aforementionedproportions. |
Article 24 If the Company generates profits during the year, it should allocate 5% to 20% of the profits as employee compensation and the allocated compensation for basic employees shall not be less than 30% of the total allocated employee compensation. This allocation can be made either in cash or through the issuance of new shares. When distributing employee compensation through the issuance of new shares, eligible recipients may include employees of controlling or subsidiary companies who meet certain conditions determined by the board of directors. Additionally, the Company may allocate up to 2% of the aforementioned profit amount as director compensation, as decided by the board of directors. Reports regarding the distribution of employee compensation and director compensation should be presented at the shareholders' meeting. However, if the company has accumulated losses, an amount should be reserved in advance for offsetting the losses before allocating employee compensation and director compensation according to the aforementioned proportions. |
To comply with the Company's operational need |
|
| Article 26 These Article of Incorporation were established on March 07, 1987. ~(Omitted)~ Twenty-third amendment on June 8, 2022. Twenty-fourth amendment on May 29, 2025. Twenty-fifth amendment on May 29, 2026. |
Article 26 These Article of Incorporation were established on March 07, 1987. ~(Omitted)~ Twenty-third amendment on June 8, 2022. Twenty-fourth amendment on May 29, 2025. |
Newly added the date of current amendment |
- 41 -
Attachment VIII
Jentech Precision Industrial Co., Ltd. Regulations Governing the Issuance of Restricted Stock Awards for Employees
Article I Purpose of Issuance
Jentech Precision Industrial Co., Ltd. (the “Company”) and its subsidiaries (the “Jentech Group”), in order to attract and retain key talents for the achievement of its medium- and long-term objectives, intends to encourage employees to spare no efforts in reaching its operational goals, with the aim of creating more benefits for the Company and its shareholders and ensuring the alignment of the interest of UMC Group employees with that of its shareholders. Therefore, in accordance with Article 267, Paragraph 9 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” promulgated by the Financial Supervisory Commission (hereinafter referred to as the “Offering and Issuance Regulations”), the Company establishes 2026 Regulations Governing the Issuance of Restricted Stock Awards for Employees (hereinafter referred to as the “Regulations”).
Article II Period of Issuance
The shares will, depending on the actual needs, be issued on a one-time basis or in series within two year following the arrival of notice from the competent authority indicating that registration has become effective. The actual date of issuance shall be set by the Chairman as authorized by the Board of Directors.
Article III Employee Qualifications and Number of Shares Allotted
-
(i) The restricted employee rights shares are limited to full-time, formal employees of the Company and its domestic and international controlled or affiliated companies who were already employed on the date of grant. The term "controlled or affiliated company" is determined according to Articles 369-2, 369-3, 369-9(2), and 369-11 of the Company Act.
-
(ii) The number of grantable restricted stock award shares will be determined based on seniority, job level, position, job performance, overall contribution, special achievement, or other conditions required as the basis for management. The number of shares granted shall be approved by the Chairman and submitted to the Board of Directors for resolution. Any employee who are directors or executives shall be subject to the approval of the Remuneration Committee. Employee who are not directors or executives shall be subject to the approval of the Audit Committee.
-
42 -
-
(iii) The sum of the cumulated number of restricted stock award shares obtained by a single employee, in combination with the cumulated number of shares subscribable under the employee stock warrants issued by the Company pursuant to Article 56-1, Paragraph 1 of the Offering and Issuance Regulations may not exceed 0.3% of the total outstanding shares of the Company. The total of the aforesaid sum plus the cumulated number of shares subscribable under the employee stock warrants issued by the Company pursuant to Article 56, Paragraph 1 of the Offering and Issuance Regulations may not exceed 1% of the total outstanding shares of the Company. However, with special approval from the central competent authority of the relevant industry, the total number of employee stock warrants and new restricted employee shares obtained by a single employee may be exempted from the above-mentioned restriction. Where the competent authority has updated its relevant regulations, the updated version of laws and the regulations of the competent authority shall prevail.
Article IV Total Amount of Issuance
Common shares of a total of 500,000 shares, at par value of NT$10 per share, for a total of NT$5,000,000.
Article V Conditions for Issuance and Limitations on Share Rights
-
(i) Issue price: The current issue is gratuitous. The price for issuance is NT$0 per share.
-
(ii) Type of Shares Issued: Common Stock
-
(iii) Vesting Conditions: If an employee, after having been granted a restricted stock award, remains on the job on the vesting date, during performance period, is determined by the company employee works has fulfilled both the personal performance indicators and operational goals set by the Company, the proportions of the vesting shares to be granted for such employee on the vesting date each year is as follows:
-
Vesting is divided into two categories, A and B, based on the vesting period and performance achievement.
-
(A) Category A vesting period is the current year. Employees who receive restricted employee rights shares and achieve an "Excellent" performance rating in the year of issuance are entitled to 100% of their allocated shares.
-
(B) Category B vesting period is three years. Employees who receive restricted employee rights shares and achieve an "Excellent" performance rating in the year of issuance are entitled to 20% of their allocated shares; additionally, employees who have served for three years after receiving the shares and whose performance evaluations for the two most recent periods are rated "Excellent" or above are entitled to 80% of their allocated shares.
-
(iv) Handling method when employees do not meet vesting conditions or in case of inheritance:
-
(A) General resignation (voluntary/layoff/dismissal):
-
43 -
For Restricted Stock Awards that have not yet met the vesting conditions shall be deemed as not meeting the vesting conditions from an effective date, and the Company will legally reclaim these shares without compensation and cancel them.
- (B) Leave without pay:
For Restricted Stock Awards that have not yet met the vesting conditions, rights will be reinstated upon employees' return to work. However, the vesting period conditions will be deferred in proportion to the duration of the leave without pay. Employees who do not return to work upon the expiration of their leave without pay shall be deemed ineligible to meet the vesting conditions as of the leave expiration date. The Company will legally reclaim these shares without compensation and cancel them.
-
(C) General death:
-
For Restricted Stock Awards that have not yet met the vesting conditions shall be deemed as ineligible to meet the vesting conditions on the date of death. The Company will legally reclaim these shares without compensation and cancel them.
-
(D) Retirement (including retirement at the age limit, mandatory retirement, and voluntary retirement)
-
For Restricted Stock Awards that have not yet met the vesting conditions shall be deemed as ineligible to meet the vesting conditions on the effective date of retirement. The Company will legally reclaim these shares without compensation and cancel them. However, in special circumstances where an employee has made outstanding contributions to the Company, exceptions may be made upon approval by the Board of Directors. The handling of Restricted Stock Awards that have not met the vesting conditions in such cases is authorized to be decided by the Board of Directors.
-
(E) Occupational injury:
-
(a) For employees unable to continue their employment due to physical disability resulting from occupational injury, the Restricted Stock Awards that have not yet met the vesting conditions will continue to vest according to the schedule and proportions specified in Paragraph 3 of this Article.
-
(b) For employees who pass away due to occupational injury, the Restricted Stock Awards that have not yet met the vesting conditions will continue to vest according to the schedule and proportions specified in Paragraph 3 of this Article, with vested shares transferred to their heirs starting from the date of the employee's death. Heirs may apply to receive the shares they should inherit after completing the legally required procedures and providing relevant supporting documents. However, heirs must cooperate with the relevant procedures for claiming shares within one year from the date the Company
-
44 -
notifies them to collect the shares. If heirs fail to cooperate with the procedures within the specified time period, they will be deemed to have refused to accept the shares. The Company shall have the right to reclaim the shares without compensation and cancel them.
-
(F) Job transfer:
-
(a) When employees request transfers to affiliated companies, other companies, or subsidiaries, their Restricted Stock Awards that have not yet met the vesting conditions shall be handled in the same manner as a "General resignation" as stated in the first subparagraph of this paragraph.
-
(b) When employees are reassigned by the Company to serve at affiliated companies, other companies, or subsidiaries due to the Company's operational needs, their Restricted Stock Awards that have not yet met the vesting conditions shall not be affected by such reassignment. However, they are still subject to the vesting conditions specified in Paragraph 2 of this Article, and must continue to serve in the affiliated companies, other companies, or subsidiaries to which they are reassigned. The determination of whether they have met the vesting conditions based on their individual performance evaluation shall be made by the Chairman of the Company with reference to the performance evaluation provided by the company to which they are transferred.
-
(G) If employees submit a written declaration to the Company waiving their Restricted Stock Awards, the Company will legally reclaim these shares from the employees without compensation and cancel them.
-
(H) If an employee violates the provisions of the Company's work rules or employee handbook and receives a major demerit (or above) as disciplinary action, the Company shall legally reclaim their shares without compensation and cancel them.
-
(I) If an employee terminates or revokes the Company's authorization for representation, the Company shall legally reclaim any restricted employee shares that have not yet met the vesting conditions without compensation and cancel them.
-
(J) For employees fail to meet the performance requirements set forth in Paragraph 2 of this Article: As of the date of occurrence, they will be deemed ineligible to meet the vesting conditions, and the Company shall legally reclaim the shares corresponding to that vesting period without compensation and cancel them.
-
(v) The restricted rights of employees before meeting the vesting conditions after receiving the new shares are as follows:
-
(A) During the vesting period, employees may not sell, pledge, transfer, give away, create an encumbrance on, or otherwise dispose of the Restricted Stock Awards.
-
45 -
-
(B) Apart from the aforementioned restrictions, the other rights of Restricted Stock Awards allocated to employees under these regulations, before meeting the vesting conditions, including but not limited to: rights to receive dividends, profits and capital reserve distributions, rights to subscribe to cash capital increases, are the same as those of the Company's issued ordinary shares.
-
(C) After the issuance of Restricted Stock Awards, they shall immediately be delivered to the trust custody of an institution designated by the Company, and before the vesting conditions are met, employees may not request the return of the restricted employee shares from the trustee for any reason or by any method.
-
(D) During the vesting period, if the Company conducts a cash capital reduction or other non-statutory capital reduction, the Restricted Stock Awards shall be canceled in proportion to the capital reduction ratio. If it is a cash capital reduction, the cash returned must be delivered to the trust and will only be distributed to employees after meeting the vesting conditions. However, if the vesting conditions are not met, the Company will reclaim such cash.
-
(E) Before employees meet the vesting conditions, their attendance, proposal rights, speaking rights, voting rights, and other matters related to shareholder rights at the Company's shareholders' meetings shall all be exercised by the trust/custodian institution on their behalf.
-
(vi) Other stipulated matters:
-
During the trust custody period of Restricted Stock Awards, the Company shall fully represent employees in (including but not limited to) negotiating, signing, amending, extending, releasing, terminating the trust/custody agreement with the stock trust/custodian institution, and giving instructions for the delivery, utilization, and disposition of the trust/custody property
-
(vii) Treatment in case of merger and acquisition
-
Unvested shares shall be deemed to have fully met the vesting conditions.
Article VI Contracting and Confidentiality
-
(i) Any employee who has been granted restricted stock award shares may be deemed to have acquired such shares only after he/she has signed the “Agreement to Receive Restricted Stock Award Shares” and completed the processes relevant to the custodial trust pursuant to a notice from the responsible department. Where the employee has failed to sign the relevant document as required, he/she will be deemed to have renounced his/her restricted stock award shares.
-
(ii) All employees and owners of restricted stock award shares and derivative rights acquired in accordance with these Regulations shall comply with the provisions of these Regulations and the “Agreement to Receive Restricted Stock Award Shares”, and failure to do so will be deemed non-fulfillment of the vesting conditions. They shall also comply with the Jentech Group’s pay secrecy requirements and may not
-
46 -
inquire with others about or disclose the details and number of the restricted stock award shares granted or inform others of the details and personal rights relevant to this program. In the event of any violation of the aforesaid requirements, the Company may recall and cancel, without compensation, the restricted stock award shares that have yet to fulfill the vesting conditions.
Article VII Taxation
The taxes related to new shares with restricted employee rights allocated under this regulation shall be handled in accordance with the laws and regulations of the Republic of China at that time.
Article VIII Other Important Matters
-
(i) The Rules are approved by more than two-thirds of the directors present at a board meeting and with the consent of more than half of the attending directors. If amendments are necessary due to changes in laws and regulations, requirements from regulatory authorities, or changes in objective circumstances, the Chairman is authorized to revise the Rules, which can only be issued after subsequent ratification by the Board of Directors.
-
(ii) For any matters not covered in the Rules, they shall be handled in accordance with relevant laws and regulations.
-
47 -
Appendix I
Articles of Incorporation of Jentech Precision Industrial Co., Ltd.
Chapter 1 General Provisions
- Article 1: The Company is organized in accordance with the provisions of the Company Law and is named Jentech Precision Industrial Co., Ltd.
Article 2: The business operations of this company are as follows:
-
CQ01010 - Mold manufacturing industry.
-
F106010 - Hardware wholesale industry.
-
CC01030 - Electrical and audiovisual electronic product manufacturing industry.
-
F119010 - Electronic materials wholesale industry.
-
CB01010 - Machinery equipment manufacturing industry.
-
CB01990 - Other machinery manufacturing industry.
-
CC01110 - Computer and peripheral equipment manufacturing industry.
-
CC01080 - Electronic component manufacturing industry.
-
C805050 - Industrial plastic product manufacturing industry.
-
CA02080 - Metal forging industry.
-
CA04010 - Surface treatment industry.
-
CD01030 - Automobile and parts manufacturing industry.
-
ZZ99999 - In addition to licensed operations, the company may engage in businesses not prohibited or restricted by laws and regulations.
-
Article 2-1: The total amount of the company's investments in subsidiaries shall not be subject to the restriction stated in Article 13 of the Company Law, which prohibits investments exceeding forty percent of the paid-in capital.
-
Article 2-2: The Company, for business purposes, may provide guarantees to related companies or businesses in the same industry and authorize the Board of Directors to execute such guarantees.
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Article 3: The Company establishes its headquarters in Taoyuan City and, when necessary, may establish branch offices domestically or internationally upon resolution by the Board of Directors.
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Article 4: The methods of public notice for the Company shall be conducted in accordance with the provisions of Article 28 of the Company Law.
Chapter 2 Shares
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Article 5: The total capital of the Company is set at NT$2,000,000,000, divided into 200,000,000 shares with a par value of NT$10 per share, authorized for issuance in multiple tranches by the Board of Directors. Within the aforementioned total capital, 8,000,000 shares are reserved for the issuance of employee stock option certificates, and the Board of Directors is authorized to decide on the issuance in multiple tranches.
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Article 5-1: If the Company intends to transfer the repurchased shares to employees at a price lower than the average repurchase price, it shall comply with relevant regulations and may only proceed with the transfer after the most recent shareholder meeting resolution.
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Article 5-2: If the Company intends to issue employee stock option certificates at a price lower than the closing price on the issuance date, it shall comply with relevant regulations and may only proceed with the issuance after the approval of the shareholder meeting.
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Article 5-3: The transfer of treasury shares acquired by the Company includes eligible employees of affiliated or subsidiary companies who meet certain conditions.
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The recipients of employee stock option certificates issued by the Company include eligible employees of affiliated or subsidiary companies who meet certain conditions.
When issuing new shares, employees who subscribe for shares include eligible employees of affiliated or subsidiary companies who meet certain conditions.
The specific conditions mentioned above are authorized to be determined by the Board of Directors.
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Article 6: The Company's shares are generally in registered form, signed or stamped by directors representing the Company, and issued after being legally certified. After the Company's public offering, the issued shares may be exempt from physical stock certificate printing, but they should be registered with a securities central depository institution.
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Article 7: Changes in the shareholder register shall be suspended within thirty days prior to the regular shareholders' meeting, fifteen days prior to the extraordinary shareholders' meeting, or five days prior to the record date for the distribution of dividends, bonuses, or other benefits. After the Company's public offering, changes in the shareholder register shall be suspended within sixty days prior to the regular shareholders' meeting, thirty days prior to the extraordinary shareholders' meeting, or five days prior to the record date for the distribution of dividends, bonuses, or other benefits.
Chapter 3 Shareholders' Meeting
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Article 8: The shareholders' meeting of the Company consists of regular meetings and extraordinary meetings. The regular meeting shall be held at least once a year within six months after the end of each fiscal year. The extraordinary meeting of shareholders shall be convened when necessary in accordance with the law, and the notice shall specify the meeting date, location, and purpose of the meeting. With the consent of the shareholders, the notice may be provided electronically. The shareholders' meeting, unless otherwise specified by the Company Law, shall be convened by the Board of Directors. When the Company holds a shareholders' meeting, voting rights may be exercised in writing or electronically, and the exercise methods shall comply with the provisions of the Company Law and the competent authority. The shareholders' meeting may be conducted through video conferencing or other methods announced by the competent authority. If conducted through video conferencing, shareholders participating in the meeting via video shall be deemed present in person.
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Article 9: Shareholders who are unable to attend the shareholders' meeting due to reasons can issue a proxy letter issued by the company, stating the scope of authorization and signing or stamping to authorize a representative to attend. After the Company's public offering, the method of authorizing attendance by proxy shareholders shall comply with the provisions of the "Rules for the Use of Proxy Letters for Attending Shareholders' Meetings of Publicly Listed Companies" issued by the competent authority, except for other regulations stipulated in the Company Law.
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Article 10: Each shareholder of the Company has one voting right per share, unless otherwise stipulated by the Company Law.
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Article 11: The resolutions of the shareholders' meeting, unless otherwise stipulated by the Company Law, shall be passed with the approval of more than half of the voting rights present in person or represented by shareholders who collectively hold more than half of the total issued shares.
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Article 11-1: The resolutions of the shareholders' meeting shall be recorded in the minutes, which shall be signed or stamped by the chairperson. The minutes shall be distributed to each shareholder within twenty days after the meeting. The preparation of the minutes shall be carried out in accordance with Article 183 of the Company Law. The distribution of the minutes may be done in accordance with the regulations of the securities regulatory authority through public announcement.
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Article 12: If the Company decides to revoke its public offering in the future, such a decision shall be presented as a matter for the shareholders' meeting. Furthermore, this provision shall remain unchanged during both the period of being listed on the Emerging Stock Market and the subsequent period of being listed on the Stock Exchange.
Chapter 4 Board of Directors
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Article 13: The Company has a board of directors consisting of seven to thirteen members, with a term of three years. The election of directors follows the candidate nomination system specified in Article 192-1 of the Company Law. Directors are appointed by the shareholders' meeting from eligible candidates with legal capacity, and consecutive re-election is allowed.
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Article 14: The board of directors is organized by the directors, and the election of the chairman of the board is conducted through mutual nomination by the presence of two-thirds or more of the directors and the approval of a majority of the attending directors. The chairman of the board represents the company externally.
The board of directors, unless otherwise stipulated by the Company Law, is convened by the chairman of the board. The resolutions of the board of directors, unless otherwise stipulated by the Company Law, shall require the presence of a majority of the directors, and shall be carried out with the consent of a majority of the attending directors.
The convocation of the board of directors shall state the purpose of the meeting and notify the directors at least seven days in advance, except in cases of emergency when it may be convened at any time. The notice of convocation for the board of directors may be made in writing, by fax, or by electronic means.
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Article 14-1: The Company establishes an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall consist of all independent directors, with a minimum of three members, one of whom shall be the convener. At least one member shall possess accounting or financial expertise.
The organization, tenure, powers, rules of procedure, and provision of resources by the company for the Audit Committee shall be stipulated separately in the Audit Committee's organizational regulations.
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Article 15: The composition of the Audit Committee, its powers and responsibilities, rules of procedure, and other matters to be complied with shall be in accordance with the relevant regulations of the securities regulatory authority.
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Article 16: When a director is unable to attend a board meeting due to circumstances, they may issue a written proxy specifying the authorized scope of representation and the reasons for convening the meeting. The proxy may appoint another director as a representative, but the representative's authority is limited to acting on behalf of one director. If the board meeting is conducted via video conference, directors participating through video conference are deemed to be present in person.
Directors residing outside the country may appoint another shareholder residing in the country as a proxy to regularly attend board meetings through written authorization. However, registration with the competent authority is required, and any changes must also be registered.
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Article 17: When the Chairman of the Board is on leave or unable to exercise their powers for some reason, their proxy shall act in accordance with the provisions of Article 208 of the Company Law.
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Article 18: The transportation and allowances for directors, as well as the remuneration of the Chairman, shall be determined by the Board of Directors with reference to the relevant standards of similar industries and listed companies. The remuneration of the Chairman shall also be based on the relevant provisions regarding the remuneration of employees in the industry. Regardless of the company's profitability, the remuneration shall be provided in accordance with the usual standards of the industry.
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Article 19: After the company's public offering, when independent directors are appointed, the number of independent directors shall not be less than two and shall account for at least one-fifth of the total number of directors. The election of independent directors shall follow the candidate nomination system as stipulated in Article 192-1 of the Company Law. During the director election, both independent and non-independent directors shall be elected together in accordance with Article 198 of the Company Law. Non-independent directors shall be appointed by the shareholders' meeting from eligible candidates with legal capacity, while independent directors shall be appointed by the shareholders' meeting from the list of independent director candidates. The elected positions shall be determined separately, and the candidates with the highest number of votes representing the voting rights shall be elected as independent and non-independent directors.
The professional qualifications, shareholding requirements, restrictions on concurrent positions, and other matters concerning independent directors shall be determined by the securities regulatory authority.
Article 20: The Company may purchase liability insurance for directors and key officers.
Chapter 5 Management
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Article 21: The Company may appoint managers, and their appointment, removal, and remuneration shall be handled in accordance with Article 29 of the Company Law.
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Chapter 6 Accounting
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Article 22: The Company's fiscal year runs from January 1st to December 31st, and at the end of each fiscal year, the company shall carry out the annual financial statement.
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Article 23: The Company is required to prepare, at the end of each fiscal year, various documents including (1) an operating report, (2) financial statements, and (3) proposals for profit distribution or loss offset. These documents should be compiled by the board of directors and submitted to the shareholders' general meeting for approval in accordance with the prescribed legal procedures.
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Article 24: If the Company generates profits during the year, it should allocate 5% to 20% of the profits as employee compensation and the allocated compensation for basic employees shall not be less than 30% of the total allocated employee compensation. This allocation can be made either in cash or through the issuance of new shares. When distributing employee compensation through the issuance of new shares, eligible recipients may include employees of controlling or subsidiary companies who meet certain conditions determined by the board of directors. Additionally, the company may allocate up to 2% of the aforementioned profit amount as director compensation, as decided by the board of directors. Reports regarding the distribution of employee compensation and director compensation should be presented at the shareholders' meeting. However, if the company has accumulated losses, an amount should be reserved in advance for offsetting the losses before allocating employee compensation and director compensation according to the aforementioned proportions.
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Article 24-1: In the annual financial statement of the company, if there is a surplus after paying taxes, donations, and offsetting accumulated losses from previous years in accordance with the law, 10% of the surplus should be allocated as the statutory surplus reserve. However, if the statutory surplus reserve has reached the amount of the company's paid-in capital, it may no longer be allocated. The remaining surplus should be allocated based on business needs or legal requirements, such as the creation of a special surplus reserve or the addition to the reserve for capital turnover. If there is still a surplus remaining, along with the accumulated undistributed profits from previous years, the board of directors will propose a distribution plan. In the case of distributing through the issuance of new shares, it should be approved by the shareholders' meeting.
According to the provisions of the Company Law, the board of directors is authorized, with the attendance of two-thirds or more of the directors and the approval of a majority of the attending directors, to distribute dividends, statutory surplus reserves, or capital reserves in full or in part through cash payments, as stipulated in Article 241, paragraph 1 of the Company Law, and report it to the shareholders' meeting.
The distribution of dividends to shareholders can be made in cash or in the form of stocks. The proportion of cash dividends to the total amount of dividends shall not be less than 20%. As the company belongs to an industry in the growth stage, the types and proportions of dividend distributions, based on the company's future funding needs and long-term operational planning, can be determined by the board of directors, taking into account the shareholders' rights, balancing dividend policies, and funding requirements. In the case of distributing through the issuance of new shares, it should be submitted to the shareholders' meeting for approval and adjustment.
Chapter 7 Supplementary Provisions
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Article 25: Matters not covered in this Articles of Incorporation shall be handled in accordance with the provisions of the Company Law.
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Article 26: This Articles of Incorporation was established on March 7, 1987. First amendment on April 28, 1987. Second amendment on May 26, 1987. Third amendment on February 29, 1994. Fourth amendment on October 31, 2000. Fifth amendment on March 16, 2001. Sixth amendment on August 14, 2001. Seventh amendment on December 27, 2001. Eighth amendment on February 20, 2002. Ninth amendment on June 12, 2002. Tenth amendment on December 1, 2006. Eleventh amendment on April 11, 2007. Twelfth amendment on May 9, 2008. Thirteenth amendment on December 15, 2008. Fourteenth amendment on June 8, 2009. Fifteenth amendment on June 17, 2010. Sixteenth amendment on June 22, 2011. Seventeenth amendment on June 6, 2012. Eighteenth amendment on June 10, 2013. Nineteenth amendment on June 7, 2016. Twentieth amendment on June 2, 2017. Twenty-first amendment on June 12, 2019. Twenty-second amendment on June 12, 2020. Twenty-third amendment on June 8, 2022. Twenty-fourth amendment on May 29, 2025.
Jentech Precision Industrial Co., Ltd.
Chairman: Chung-Hsin Chao
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Appendix Ⅱ
Jentech Precision Industrial Co., Ltd.
Rules of Procedure for Shareholder Meetings
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Article 1: The shareholder meeting of this company shall be conducted in accordance with these regulations, unless otherwise specified by law.
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Article 2: The term "shareholder" referred to in these regulations includes both the shareholders themselves and the representatives authorized by the shareholders to attend on their behalf.
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Article 3: The shareholder meeting of this company, unless otherwise specified by law, shall be convened by the board of directors. Any changes to the method of convening the shareholder meeting must be decided by the board of directors and implemented no later than before the issuance of the notice of the shareholder meeting.
The company shall provide shareholders with access to the agenda and supplementary materials for the meeting on the day of the shareholder meeting through the following means:
Ⅰ .When holding a physical shareholder meeting, the agenda and supplementary materials should be distributed on-site at the venue of the shareholder meeting.
Ⅱ.When conducting a video-assisted shareholder meeting, the agenda and supplementary materials should be distributed on-site at the venue of the shareholder meeting, and electronic files should also be transmitted to the video conferencing platform.
Ⅲ .When conducting a virtual shareholder meeting, the agenda and supplementary materials should be transmitted as electronic files to the video conferencing platform.
Shareholders attending the meeting should submit a sign-in card or sign-in book as proof of attendance. By submitting the sign-in card to the company, it is considered that the shareholder or their authorized representative personally attended the meeting as indicated on the sign-in card.
The company should include in the meeting notice the designated time and location for shareholders, proxies, and authorized agents (hereinafter referred to as shareholders) to register, as well as any other important instructions or matters to be noted.
The registration for shareholders should be conducted at least thirty minutes before the start of the meeting. The registration area should be clearly marked and staffed by competent personnel. For virtual shareholder meetings, the registration should be completed on the shareholder meeting video conferencing platform at least thirty minutes before the meeting begins. Shareholders who have completed the registration process will be considered as personally attending the shareholder meeting.
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Shareholders, whether in person or represented by an appointed proxy (hereinafter referred to as shareholders), should attend the shareholder meeting with their attendance certificate, sign-in card, or other attendance documents. Those acting as proxies based on a proxy form should also bring their identification documents for verification purposes.
In the case of a shareholder meeting conducted via video conference, shareholders who wish to attend via video conference should register with the company at least two days prior to the meeting. The company should upload the agenda, annual reports, and other relevant materials to the shareholder meeting video conferencing platform at least thirty minutes before the meeting begins and continue to make them available until the end of the meeting.
After submitting the proxy form to the company, if a shareholder wishes to attend the shareholder meeting via video conference, they should provide written notice to the company for the revocation of the proxy at least two days before the meeting. In case of late revocation, the voting rights exercised by the appointed proxy shall prevail.
- Article 4: The attendance and voting at the shareholder meeting shall be based on the number of shares held. The number of shares for attendance shall be calculated based on the sign-in book, submitted sign-in cards, and the reported shares on the video conferencing platform. Additionally, the number of shares for which voting rights are exercised through written or electronic means shall be included in the calculation. If a shareholder proposes a headcount, the chairperson may choose not to accept it. Furthermore, in the voting on resolutions, if the statutory quorum has already been reached, the resolution shall still be deemed passed. When a legal entity attends the shareholder meeting on behalf of shareholders, only one representative may be appointed by that legal entity. If a legal entity appoints more than one representative to attend the shareholder meeting, only one person may speak on the same resolution.
The number of shares obtained by the solicitor, the number of shares represented by the appointed proxy, and the number of shares represented by shareholders attending in writing or electronically should be compiled by the company into a statistical table in the specified format. This table should be clearly displayed at the shareholder meeting venue on the day of the meeting. In the case of a shareholder meeting conducted via video conference, the company should upload the aforementioned information to the shareholder meeting video conferencing platform at least thirty minutes before the meeting begins and continue to disclose it until the end of the meeting.
When announcing the commencement of a virtual shareholder meeting, the total number of shares held by attending shareholders should be disclosed on the video conferencing platform. If there are additional statistics regarding the total number of shares held by attending shareholders and the number of voting rights during the meeting, they should also be disclosed in the same manner.
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Article 4-1: The company's shareholder meeting should adopt electronic means and may also allow for the exercise of voting rights in writing, in accordance with relevant regulations. When exercising voting rights in writing or electronically, the method of exercise should be specified in the notice of the shareholder meeting.
The company should include the following information in the notice of the shareholder meeting conducted via video conference:
Ⅰ. The methods for shareholders to participate in the video conference and exercise their rights.
Ⅱ. The handling methods for disruptions to the video conferencing platform or participation through video conferencing due to natural disasters, incidents, or other force majeure events should include at least the following:
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In the event that the pre-existing disruptions persist and cannot be resolved, resulting in the need to postpone or continue the meeting, the following aspects will be considered: the duration of the postponement or continuation of the meeting and the rescheduled date for the gathering, if necessary.
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Shareholders who did not register for video participation in the original shareholders' meeting are not allowed to participate in the postponed or continued meeting.
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In the event that a video-assisted shareholders' meeting cannot be continued, after deducting the shares represented by video participants, if the total shares represented still meet the legal quorum required for the meeting, the shareholders' meeting shall proceed. Shareholders who participate via video will have their shares counted towards the total shares represented. However, for all the agenda items of that particular shareholders' meeting, their participation will be deemed as abstention.
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In the event that the results of all agenda items have been announced and no ad hoc motions have been made, the following is the handling procedure.
Ⅲ. For conducting a virtual shareholders' meeting, appropriate alternative measures should be provided for shareholders who encounter difficulties in participating via video conferencing.
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Article 5: The location of the shareholders' meeting should be determined at a place convenient for shareholders and suitable for conducting the meeting, either at the company's registered office or at the location of the company's factory. The meeting should not commence earlier than 9:00 AM or later than 3:00 PM.
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Article 6: If the shareholders' meeting is convened by the board of directors, the chairman of the meeting shall be the chairman of the board. In the event that the chairman of the board is absent or unable to perform the duties, the role shall be assumed by the general manager. If both the chairman of the board and the general manager are absent or unable to perform the duties, the chairman of the board shall designate one director as a proxy. If no proxy is designated, the directors shall mutually select one person as a proxy. If the shareholders' meeting is convened by a person other than the board of directors, the chairman of the meeting shall be the person who has the authority to convene the meeting.
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The chairman referred to in the previous paragraph shall be a managing director or a director acting as a proxy, who has served for at least six months and possesses a good understanding of the company's financial and business affairs. If the chairman is the representative of a corporate director, the same requirements apply.
- Article 7: The chairman shall announce the commencement of the meeting promptly at the scheduled time. However, if there is a lack of attendance by shareholders representing more than half of the total issued shares, the chairman may declare a postponement of the meeting. The meeting may be postponed up to two times, and the total duration of the postponements should not exceed one hour. If even after two postponements the required quorum is not met, but there are representatives of shareholders holding more than one-third of the total issued shares present, the chairman shall declare the adjournment of the meeting. In the case of a virtual shareholder meeting, the company shall also make an announcement of the adjournment on the virtual meeting platform.
If, even after two postponements, the required quorum is still not met but there are representatives of shareholders holding more than one-third of the total issued shares present, the chairman may proceed with an "inoperative resolution" in accordance with Article 175, Paragraph 1, of the Company Law. The chairman shall then notify all shareholders of the inoperative resolution and call for another shareholders' meeting to be held within one month. In the case of a virtual shareholder meeting, shareholders who wish to attend via video conference must register with the company again, following the provisions of Article 3.
If, before the conclusion of the current meeting, the represented shares of the attending shareholders reach a majority of the total issued shares, the chairman may resubmit the inoperative resolution for a vote at the meeting in accordance with Article 174 of the Company Law.
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Article 8: If the shareholders' meeting is convened by the board of directors, the agenda shall be determined by the board of directors, and the meeting shall proceed in accordance with the scheduled agenda, which shall not be changed without a resolution of the shareholders' meeting. If the shareholders' meeting is convened by a person other than the board of directors, the provisions of the preceding paragraph shall apply mutatis mutandis. Once the scheduled agenda (including any ad hoc motions) is not yet completed, the chairman shall not adjourn the meeting without a resolution. After the meeting is adjourned, the shareholders shall not elect a new chairman to continue the meeting at the same location or find another venue.
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Article 9: When shareholders speak at the meeting, the chairman may require them to fill out a speaking slip indicating the purpose of their speech, their shareholder account number (or attendance certificate number), and their name. The chairman shall determine the order of speeches. Shareholders who only submit a speaking slip without speaking shall be considered as not having spoken. If the content of the speech does not match the information on the speaking slip, the content of the speech shall prevail. Regarding limitations on the authority of proxies in the power of attorney or other methods, whether or not known to the company, the actions and votes of the proxies shall be deemed valid.
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Article 10: Shareholders' proposed amendments or ad hoc motions should be given sufficient explanation and discussion opportunities. When it is deemed that
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sufficient discussion has taken place and it is ready for a vote, the chairman may announce the cessation of discussion and proceed to the voting process, providing adequate time for voting.
- Article 11: Each shareholder may speak on the same agenda item with the consent of the chairman, and the number of times they speak should not exceed two, with each speech limited to five minutes. The chairman may intervene and restrict the speaking rights of a shareholder who exceeds the allocated time, number of speeches, or deviates from the topic. During a shareholder's speech, other shareholders should not interrupt unless authorized by the chairman and the speaking shareholder. Any violation should be promptly addressed by the chairman in accordance with the provisions of Article 20.
In the case of a video conference shareholder meeting, shareholders participating via video may submit written questions on the shareholder meeting video conferencing platform from the time the chairman announces the meeting's commencement until the announcement of adjournment. Each shareholder is limited to two question submissions per agenda item, with a maximum of 200 words per question.
Valid questions that do not violate the regulations or exceed the scope of the agenda item should be disclosed on the shareholder meeting video conferencing platform for the benefit of all participants.
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Article 12: After a shareholder speaks, the chairman may personally respond or designate relevant personnel to provide a response.
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Article 13: Non-agenda items are not open for discussion or voting. During the discussion of an agenda item, the chairman may declare a halt to the discussion if they deem it ready for a vote. In the case where the chairman announces a voting method for an item that has been declared as halted, simultaneous voting may be conducted for multiple agenda items, but each item should be voted on separately.
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Article 14: Unless otherwise specified by the Company Law or the Articles of Incorporation, voting on resolutions requires a simple majority of the voting rights of the attending shareholders. During the voting process, unless otherwise specified by the Company Law or the Articles of Incorporation, the chairman or a designated person shall announce the total voting rights of the attending shareholders and conduct a vote on each agenda item. The results of shareholders' approval, disapproval, and abstention should be reported to the Taiwan Stock Exchange or the Over-The-Counter Securities Exchange on the same day as the shareholders' meeting. In the case of objections, the chairman may request the dissenting or abstaining shareholders to cast their votes to calculate their voting rights. If the votes do not reach the required statutory threshold, the resolution is still considered passed, and there is no need for a voting process. In the case of amendments or alternative proposals to an agenda item, the chairman will determine the voting order. If one of the proposals has already been approved, the other proposals are deemed rejected and do not require further voting.
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Article 15: Each shareholder has one vote per share.
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Article 16: The chairman appoints the scrutineers and vote counters for the voting of resolutions, but the scrutineers must be shareholders.
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The vote counting process for voting or election resolutions at the shareholders' meeting should be conducted openly within the meeting venue. After the vote counting is completed, the results, including the total number of votes, should be announced on the spot and recorded.
In the case of a virtual shareholders' meeting, shareholders participating via video conferencing should vote on various resolutions and election matters through the designated video conferencing platform. The voting should be completed before the chairman announces the end of the voting period. Failure to vote within the specified time is considered as abstention.
For a virtual shareholders' meeting, the votes should be counted once after the chairman announces the end of voting, and the results of the voting and elections should be announced.
In the case of a virtual-assisted shareholders' meeting, shareholders who have registered to attend the meeting via video conferencing and wish to attend the physical meeting in person should cancel their registration in the same manner as their initial registration at least two days before the meeting. Failure to cancel within the specified period allows the shareholder to only attend the meeting via video conferencing.
Shareholders who exercise their voting rights through written or electronic means and participate in the shareholders' meeting via video conferencing may not exercise their voting rights on the same original resolutions, propose amendments to the original resolutions, or vote on amendments to the original resolutions, except for ad hoc motions.
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Article 17: The company may appoint its appointed lawyers, accountants, or relevant personnel to attend the shareholders' meeting.
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Article 18: The company shall record the entire process of shareholder registration, meeting proceedings, and voting and vote counting processes in a continuous and uninterrupted audio and video format, starting from the acceptance of shareholder registration.
The audiovisual recordings mentioned above should be kept for at least one year. However, if a shareholder initiates a lawsuit pursuant to Article 189 of the Company Act, the recordings should be kept until the conclusion of the litigation.
In the case of a shareholders' meeting conducted via video conferencing, the company should record and retain the registration, registration, check-in, questioning, voting, and company vote counting results of the shareholders, and the entire video conference should be recorded continuously and uninterrupted.
The company is responsible for properly preserving the aforementioned data, recordings, and videos during their retention period and may entrust the storage of the audio and video recordings to a designated party responsible for handling video conference affairs.
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Article 19: The chairman may direct the marshal or security personnel to assist in maintaining order at the meeting. When the marshal or security personnel are present to assist in maintaining order, they should wear armbands or identification badges. Shareholders are required to comply with the instructions of the chairman, marshal, or security personnel regarding the
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maintenance of order. If a person disrupts the proceedings of the meeting and refuses to comply after being warned, the chairman, marshal, or security personnel may remove them from the meeting.
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Article 20: During the meeting, the chairman has the discretion to announce a break or recess.
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Article 21: If a shareholder appoints a proxy to attend the shareholders' meeting, and if one person is entrusted by two or more shareholders, the voting rights of the proxy shall not exceed three percent of the total voting rights of the issued shares. Any voting rights in excess of this limit shall not be counted.
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Article 22: If the shareholders' meeting is held via video conference, the company should promptly disclose the voting results and election results of each agenda item on the shareholders' meeting video conference platform, in accordance with the regulations. The disclosure should continue for at least fifteen minutes after the chairman announces the adjournment of the meeting.
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Article 23: When the company holds a video conference for shareholders' meetings, the chairman and the recording personnel should be at the same location within the country. The chairman should also announce the address of the said location at the beginning of the meeting.
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Article 24: When a shareholders' meeting is held through video conferencing, the chairman should announce separately, at the opening of the meeting, that in the event of a disruption or obstacle lasting for more than 30 minutes on the video conferencing platform or for shareholders participating via video, due to natural disasters, incidents, or other force majeure circumstances, the meeting should be postponed or continued within five days.
Shareholders who were not registered for participation via video in the original shareholders' meeting shall not participate in the postponed or continued meeting.
In the case of a postponed or continued meeting as required in the preceding paragraph, shareholders who registered for participation via video in the original shareholders' meeting and completed the check-in but did not participate in the postponed or continued meeting shall have their shares, exercised voting rights, and election rights counted towards the total shares, voting rights, and election rights of the shareholders attending the postponed or continued meeting.
During the postponed or continued meeting of shareholders as required in the first paragraph, resolutions that have already been voted on, counted, and announced, or the list of elected directors and supervisors, do not need to be discussed or resolved again.
When the company holds an assisted video shareholders' meeting, if it is unable to continue the video conference as specified in the second paragraph, but the total shares of the shareholders attending the meeting, excluding those attending via video, still meet the statutory quorum for the shareholders' meeting, the shareholders' meeting should proceed without being subject to the provisions of the second paragraph regarding the postponement or continuation of the meeting.
In the event specified in the preceding paragraph where the meeting should continue, shareholders participating in the shareholders' meeting via video
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conferencing shall have their shares counted towards the total shares of the attending shareholders. However, for all the agenda items of that particular shareholders' meeting, their votes shall be deemed as abstentions.
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Article 25: All matters not specified in these regulations shall be handled in accordance with the provisions of the Company Law and other relevant laws and regulations.
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Article 26: This regulation shall come into effect upon its approval by the shareholders' meeting, and any amendments shall also be subject to the same process.
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Article 27: This Articles of Incorporation was established on June 15, 2007.
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First amendment on June 6, 2012.
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Second amendment on June 10, 2013.
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Third amendment on June 2, 2017.
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Fourth amendment on on June 12, 2020.
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Fifth amendment on June 8, 2022.
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Appendix III
Jentech Precision Industrial Co., Ltd. Shareholdings of All Directors
As of the record date for the shareholders' meeting (March 31, 2026), the shareholdings of all directors as recorded in the shareholder register are as follows:
| Title | Name | Current Shareholding (Shares) |
Shareholding percentage |
|---|---|---|---|
| Chairman | Chung-Hsin Chao | 2,032,002 | 1.38% |
| Director | Yung-Tsang Chao | 2,068,292 | 1.41% |
| Director | Hsin-Chong International Co., Ltd. Representative: Chien-TsaiChang |
17,460,592 | 11.90% |
| Director | Hsin-Chong International Co., Ltd. Representative: Feng-Chun Kuo |
17,460,592 | 11.90% |
| Director | Heng-Shan Co., Ltd. Representative: Chin-LungLin |
16,672,994 | 11.36% |
| Director | Heng-Shan Co., Ltd. Representative: Jheng-Cing Wu |
16,672,994 | 11.36% |
| Independent Director |
Yen-Ling Fang | - | - |
| Independent Director |
Pei-Zen Chang | - | - |
| Independent Director |
Shen-Kuo Hsu | 29,000 | 0.02% |
Note1: Total shares issued as of 3/31/2026: 146,732,803 common shares.
Note2: The minimum shareholding requirement for all directors is 8,803,968 shares.
Note3: As of the record date for shareholders' registration, the total shareholding percentage and number of shares held by all directors are 26.05% and 38,233,880 shares, respectively.
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