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JMC — AGM Information 2026
Apr 24, 2026
52583_rns_2026-04-24_ae2fa63e-70e7-4202-872a-5882fbae3326.pdf
AGM Information
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Stock Code: 6552
JMC
易華電子股份有限公司
JMC ELECTRONICS CO.,LTD.
2026
General Shareholders’ Meeting
Meeting Handbook
Meeting Date: 26 May 2026
Meeting Location: No. 2, Renfa Sixth Road, Renwu District, Kaohsiung City
Meeting Format: Physical shareholders’ meeting
Table of Contents
Page No.
Meeting Procedure ... 1
Meeting Agenda ... 2
Reported Matters ... 3
Approval Matters ... 4
Discussion Matters ... 5
Extempore Motions ... 5
Attachments ... 6
2025 Business Report ... 7
Audit Committee’s Review Report ... 9
Status of First Domestic Secured Convertible Bonds ... 10
Report on the 2025 Remuneration of Directors ... 11
2025 Financial Statements ... 14
Director Concurrent Positions ... 23
Appendix ... 24
Articles of Association ... 25
Procedure of Procedure for Shareholders’ Meetings ... 31
Director Shareholding ... 43
JMC Electronics Co., Ltd.
2026 General Shareholders' Meeting Procedure
I. Meeting Called to Order
II. Chairman's Speech
III. Reported Matters
IV. Approval Matters
V. Discussion Matters
VI. Extempore Motions
VII. Adjournment
1
JMC Electronics Co., Ltd.
2026 General Shareholders’ Meeting Agenda
Time: 10 a.m., 26 May 2026 (Tuesday)
Meeting Format: Physical shareholders’ meeting
Location: No. 2, Renfa Sixth Road, Renwu District, Kaohsiung City
I. Meeting Called to Order [Number of shares in attendance reported]
II. Chairman’s Speech
III. Reported Matters
(I) 2025 Business Report.
(II) Audit Committee Report on Audit of 2025 Closing Statements.
(III) Report on First Domestic Secured Convertible Bonds.
(IV) Report on the 2025 Remuneration of Directors.
(V) The Corporation's accumulated deficit amounted to one-half of the paid-in capital for the year ended December 31, 2025.
(VI) The Descriptions of Proposals from shareholders.
IV. Approval Matters
(I) Approval of 2025 Business Report and Financial Statements.
(II) Approval of 2025 Deficit Compensation.
V. Discussion Matters
(I) Proposed release of non-competition restriction for elected directors.
VI. Extempore Motions
VII. Adjournment
2
【Reported Matters】
(I) 2025 Business Report is submitted for review.
Please refer to pages 7-8 of this handbook.
(II) Audit Committee Report on Audit of 2025 Closing Statements is submitted for review.
Please refer to page 9 of this handbook.
(III) Report on First Domestic Secured Convertible Bonds is submitted for review.
Please refer to page 10 of this handbook.
(IV) Report on the 2025 Remuneration of Directors is submitted for review.
Illustration: For details on the Company’s 2025 director remuneration policy and individual compensation, please refer to pages 11-13 of this handbook.
(V) The Corporation's accumulated deficit amounted to one-half of the paid-in capital for the year ended December 31, 2025.
Illustration:
The Company's audited financial statements for 2025, audited by a CPA, show accumulated losses of NT$593,251,000, which is half of the company's paid-in capital at the end of 2025 of NT$830,000,000. This shall be reported to the shareholders' meeting according to Article 211 of the Company Act.
(VI) The descriptions of proposals from shareholders. is submitted for review.
Illustration:
1. According to Article 172-1 of the Company Act, the shareholders possessing more than 1% amount of total shares shall raise shareholding proposals to the Company, with 300 words per item at its maximum.
2. During the period from Mar. 20 to Mar. 30, 2026 when the Company makes public announcements of shareholdings on MOPS, there were no proposals accepted from the shareholders during the time, thus the agenda does not need to be discussed in the annual shareholders' meeting of 2026.
3
4
【Approval Matters】
Agenda 1: Proposed by Board of Directors
Subject: Approval of 2025 Business Report and Financial Statements
Illustration: A. After the company’s 2025 financial statements were approved by board resolution on 05 March 2026, CPAs Wang, Chao-Chun and Wen S. Chen from Deloitte & Touche completed audit and issued an audit report. The audit committee also issued the Audit Report by Audit Committee.
B. Above documents (please refer to pages 14-22 of this handbook) and business report (please refer to page 7-8 of this handbook) are submitted for approval.
Resolution:
Agenda 2: Proposed by Board of Directors
Subject: Approval of 2025 Deficit Compensation.
Illustration: A. The board of directors proposes 2025 deficit distribution as follows on 05 March 2026 in accordance with the Company Act and the Articles of Association.
Deficit Compensation Statement
2025
Unit: NT$
| Beginning Non-Distributed Profit | $ 597,214,432 |
|---|---|
| Minus: After-tax net loss of the current period | ( 1,190,863,693 ) |
| Minus: Actuated Profit (Loss) under Reserved Earnings | ( 81,621 ) |
| Plus:Disposal of equity investment based on fair valuethrough other consolidated profit/loss, transfer ofaccumulated profit/loss to earning reserve | 480,151 |
| Deficit to be Compensated | ( 593,250,731 ) |
| Sources of Deficit Compensation | |
| Plus:Legal Reserve | 164,539,053 |
| Plus:Capital surplus-Changes in net equity of associates accounted for using the equity method | 1,513,221 |
| Plus:Capital surplus-Premium from the issuance of mergers | 233,086,561 |
| Plus:Capital surplus-Premium from the issuance of capital shares | 194,111,896 |
| Ending Accumulated Deficit | 0 |
Chairman: Wen, Wen-Yu
General Manager: Huang, Mei-Hsueh
Finance and Accounting Manager: Yang, Chien-Yi
B. Not to distribute cash dividends for 2025.
Resolution:
【Discussion Matters】
Agenda 1: Proposed by Board of Directors
Subject: Proposed release of non-competition restriction for elected directors.
Illustration:
(A) According to Article 209 of the Company Act, when a director engages in any act within the company's scope of business for him/herself or any other person, the director shall provide the key details of such conduct to the shareholders' meeting and acquire an approving resolution from the shareholders' meeting.
(B) For business purposes, it is proposed to lift the non-compete restrictions on the Company's newly appointed directors, as well as the existing corporate director, Chang Wah Electromaterials Inc. and its newly designated representative, Wen, Wen-Yu, pursuant to Article 209 of the Company Act.
(C) For concurrent positions served by directors in this general shareholders' meeting, please refer to page 23 of this handbook.
(D) Submission for approval.
Resolution:
【Extempore Motions】
【Adjournment】
[Attachments]
6
JMC ELECTRONICS CO., LTD.
2025 Business Report
In 2025, against a backdrop of global economic uncertainty and concerns over potential U.S. tariffs, the market was further impacted by overcapacity in Mainland China. The resulting supply-demand imbalance led to a significant decline in market prices, causing the Company to incur a substantial loss for the year. The Company’s financial and operational performance for 2025 is outlined as follows:
Unit: NT$ Thousand
| Items | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | |
| Operating revenue | 1,438,987 | 100 | 1,959,533 | 100 | 1,765,433 | 100 |
| Gross profit(lose) | (365,393) | (25) | 47,539 | 3 | 39,026 | 2 |
| Operating income(lose) | (536,526) | (37) | (106,072) | (5) | (101,660) | (6) |
| Profit (lose) before tax | (1,203,573) | (84) | 17,018 | 1 | 1,785 | - |
| Profit (lose) after tax | (1,190,864) | (83) | 13,187 | 1 | 7,477 | 1 |
【Implementation of budget】
Here at the Company, we did not work out a financial forecast for the Year 2025.
【Financial performance】
| Items | 2025 | 2024 | 2023 |
|---|---|---|---|
| Financial structure | |||
| Debt to assets ratio | 48% | 34% | 41% |
| Ratio of long-term capital in real estate, plants and equipment | 520% | 247% | 175% |
| Book Value Per Share | 20.50 | 32.39 | 30.48 |
| Debt paying ability | |||
| Liquidity ratio | 103% | 192% | 102% |
| Quick ratio | 85% | 148% | 80% |
| Profitability | |||
| Return on assets | (32%) | 1% | 1% |
| Return on equity | (54%) | 1% | 1% |
| Net profit margin | (83%) | 1% | 1% |
| Earnings per share (EPS) (NT$) | (14.35) | 0.16 | 0.09 |
【R&D Developments】
Building on JMC’s proprietary semi-additive process technology for fine circuits below 20 µm pitch, particularly 18 µm, 16 µm, and 14 µm pitch, and its expertise in 12 µm thick copper processes, the Company collaborates with customers to enhance product design capabilities and provide fine-pitch chip-on-film (COF) solutions for LCD driver ICs used in handheld devices and smartphones.
In addition, the Company has developed advanced 2-Metal process technology. Through collaboration with customers, the lightweight, thin, and compact characteristics of IC substrates
enabled by the 2-Metal process have been extended to applications such as Micro LED carriers and various IC substrates, paving the way for new IC packaging solutions.
【Future outlook】
According to a 2025 report by Omdia, global demand for display panels in terms of total panel area is expected to grow by approximately 6% year-over-year in 2026. Although display panel shipments are projected to decline by around 2% due to uncertainties surrounding U.S. import tariff policies and slower economic growth, increasing demand for large-size display panels, together with strict supply-demand management by global panel manufacturers, is expected to support a gradual recovery in the industry in 2026.
The Company will focus on advancing its proprietary semi-additive and 2-Metal process technologies and applying them to lightweight, thin, and compact IC substrates, particularly for high-end fine-pitch COF and Micro LED products, with the aim of expanding their range of applications. These process technologies are distinctive, with relatively few market competitors and high entry barriers. Looking ahead, JMC will continue to refine its process technologies and enhance production efficiency to ensure long-term stable operations and sustainable development.
Products manufactured using 1-Metal technology serve as the foundation for the Company's stable operations, while products developed using 2-Metal technology are expected to become a key driver of future growth. Through the complementary application of these two technologies, the Company aims to further strengthen its operating performance and deliver value to its shareholders. We sincerely appreciate the continued support and encouragement from our shareholders.
Looking ahead to the coming year, JMC will remain committed to advancing its process technologies and improving production efficiency to ensure long-term operational stability and sustainable growth.
Chairman: Wen, Wen-Yu
General Manager: Huang, Mei-Hsueh
Finance & Accounting Manager: Yang, Chien-Yi
JMC Electronics Co., Ltd. Audit Committee’s Review Report
The board of directors has prepared the Company’s 2025 Business Report, Financial Statements and make-up of deficit proposal, etc., among which the Financial Reports have been audited by CPAs Wang, Chao-Chun and Wen S. Chen of Deloitte Taiwan and an Audit Report has been issued. The Audit Committee has reviewed such Business Report, Financial Statements and make-up of deficit proposal and has found them compliant. Thus, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.
To
JMC Electronics Co., Ltd. 2026 General Shareholders Meeting
JMC Electronics Co., Ltd. Audit Committee
Auditor: 杨明安
Auditor: 薛二华
Auditor: 蒋国华
05 March 2026
JMC Electronics Co., Ltd.
Corporate Bond
31 December 2025
| Type of Corporate Bond | First Domestic Secured Convertible Bond | |
|---|---|---|
| Issue Date | 25 October 2021 | |
| Face Value | NT$100,000 per bond | |
| Issue and Trading Location | Domestic issuance; OTC market listing | |
| Issue Price | NT$106.63 | |
| Total Amount | NT$500,000,000 | |
| Interest Rate | Coupon Rate 0% | |
| Maturity | 5 years; due date: 25 October 2026 | |
| Guarantor | Taishin International Bank | |
| Trustee | Land Bank of Taiwan, Ltd. | |
| Underwriter | Taishin Securities Co., Ltd. | |
| Certifying Attorney | CHIU, LI-FEI | |
| CPA | Deloitte & Touche | |
| CPA for latest year: Wang, Chao-Chun, Wen S. Chen | ||
| CPA for latest period: Wang, Chao-Chun, Wen S. Chen | ||
| Repayment | Principal repayment upon maturity | |
| Outstanding Principal | NT$500,000,000 | |
| Redemption or Prepayment Clauses | As provided in Issuance and Conversion Regulations | |
| Restricted Clauses | None | |
| Credit Rating Institution, Rating Date, Corporate Bond Rating | None | |
| Other Rights Attached | Amount of the corporate bonds that were converted (by exchange or share subscription) to common shares, global depository receipts or other marketable securities by the print date of the Compan | 0 |
| Issuance and Conversion (Swap or Subscription) Regulations | Please refer to bond issuance details on MOPS website, credit section | |
| Potential dilution of equity and impact on existing shareholders by Issuance and Conversion, Swap or Subscription Regulations and Terms and Conditions of Issuance | Assuming all convertible bond holders seek conversion at the current conversion price of NT$ 58.8, maximum dilution rate is about 9.29%, which is limited. | |
| Custodian Institution | None |
10
JMC Electronics Co., Ltd.
Report on the 2025 Remuneration of Directors
Please explain remuneration payment policy, system, standard and structure for directors and independent directors, as well as relevancy of factors including responsibilities assumed, risks, and input time to the amount of remuneration paid:
(1) The remuneration of directors of the Company shall be handled according to "Remuneration Administrative Measures" of the Company. The Board of Directors is authorized to determine the remuneration based on the level of participation and contribution of each director to the Company's operations, as well as industry standards. If the Company is profitable in a given year, the total remuneration of directors shall not exceed $1\%$ of the profits.
(2) The remuneration of independent directors of the Company shall be handled according to "Remuneration Administrative Measures" of the Company. The Company shall pay each independent director a fixed monthly remuneration if the Company has profit or loss. The Remuneration Committee will come up with suggestion and then submit it to the Board of Directors for a resolution.
Unit: NT$ Thousand; %
| Title | Name | Director's remuneration | Total of items A, B, C and D and ratios over net income after tax | Relevant remuneration received by concurrent employees | Total of items A, B, C, D, E, F and G and ratios over net income after tax | All companies in the financial report | Compensation from Nonconsolidated Affiliates or Parent Company | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary (A) | Severance pay and pensions (B) | Director reward (C) | Business execution fees (D) | Remuneration, bonus and allowances (E) | Severance pay and pensions (F) | Employee reward (G) | The Company | |||||||||||||||
| The Company | All companies in the financial report | The Company | All companies in the financial report | The Company | All companies in the financial report | All companies in the financial report | The Company | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the financial report | All companies in the | None | ||
| Chairman | Chang Wah Electromaterials Inc. | 600 | 600 | - | - | - | - | 12 | 12 | 612 (0.05) | 612 (0.05) | - | - | - | - | - | - | - | - | 612 (0.05) | 612 (0.05) | None |
| Representative: Wan,Wen-Tsai(NOTE1) |
| Compensation from Nonconsolidated Affiliates or Parent Company | Total of items A, B, C and D and ratios over net income after tax | All companies in the financial report | Relevant remuneration received by concurrent employees | Total of items A, B, C, D, E, F and G and ratios over net income after tax |
|---|---|---|---|---|
| Remuneration, bonus and allowances (E) | Severance pay and pensions (F) | Employee reward (G) | Companies in the financial report | Stock |
| 12 | All companies in the financial report | 18 (0.00) | 18 (0.00) | 18 (0.00) |
| Title | Name | Director's remuneration | ||
| --- | --- | --- | --- | --- |
| Salary (A) | Severance pay and pensions (B) | Director reward (C) | ||
| Chairman | Chang Wah Electromaterials Inc. | - | - | - |
| Representative: Wen, Wen-Yu(NOTE1) | ||||
| Vice Chairman | Chang Wah Electromaterials Inc. | - | - | - |
| Representative: Hung, Chuen-Sing | ||||
| Director | Chipmos Technologies Inc. | - | - | - |
| Representative: Jesse Huang | ||||
| Director | Yenyo Technology Co., Ltd. | - | - | - |
| Representative: Pan, Chao-Yi | ||||
| Independent Director | Yang, Shun-Ching | 600 | 600 | - |
| Independent Director | Su, Erb-Lang | 600 | 600 | - |
| Independent Director | Chen,Chih-Hung(NOTE2) | 244 | 244 | - |
| Independent Director | Tung, Eto-Ning(NOTE2) | 358 | 358 | - |
| Title | Name | Director's remuneration | Total of items A, B, C and D and ratios over net income after tax | Relevant remuneration received by concurrent employees | Total of items A, B, C, D, E, F and G and ratios over net income after tax | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary (A) | Severance pay and pensions (B) | Director reward (C) | Business execution fees (D) | Remuneration, bonus and allowances (E) | Severance pay and pensions (F) | Employee reward (G) | |||||||||||
| Compensate in the financial report | Stock Cash | Cash | 0 | ||||||||||||||
| n | n | n | n | n | n | n | n | n | n | n | n | n | n | n | n | ||
| 1. Please explain remuneration payment policy, system, standard and structure for independent directors, as well as relevancy of factors including responsibilities assumed, risks, and input time to the amount of remuneration paid: The remuneration of independent directors of the Company shall be handled according to "Remuneration Administrative Measures" of the Company. The Company shall pay each independent director a fixed monthly remuneration if the Company has profit or loss. The Remuneration Committee will come up with suggestion and then submit it to the Board of Directors for a resolution. | |||||||||||||||||
| 2. Except information disclosed in the preceding table, remuneration received by directors of the Company in recent years for the provision of services to all the companies in the financial report (e.g., serving as consultant other than employee in parent company/all companies in the financial report/reinvestment enterprises): None. |
Note 1: On November 18, 2025, Mr. Wan, Wen-Tsai, the original legal representative of Chang Wah Electromaterials Inc. was changed to Mr. Wen, Wen-Yu, who was also elected as the chairman of the board of directors on the same day.
Note 2: Mr. Chen, Chih-Hung, the Company's independent director, resigned on May 29, 2025, and was replaced by Mr. Tung, En-Ning.
Note 3: The Board of Directors resolved on March 5, 2026 that no directors' remuneration will be distributed due to the Company's after-tax loss for 2025.
14
INDEPENDENT AUDITORS' REPORT
JMC Electronics Co., Ltd.
Opinion
We have audited the accompanying financial statements of JMC Electronics Co., Ltd. (the “Corporation”), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including material accounting policy information (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation 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.
Emphasis Items
As stated in the Key Audit Matters section and Note 13 to the financial statements, Corporation conducted an impairment assessment of its property, plant, and equipment for the year ended December 31, 2025, and accordingly recognized an impairment loss of NT$724,873 thousand. This recognition of impairment loss did not result in a modification of our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Corporation’s financial statements for the year ended December 31, 2025 is described as follows:
Significant Contingencies
As of December 31, 2025, Corporation’s operations were affected by fluctuations in the market and economic conditions, resulting in operating losses. Management therefore performed an impairment assessment of property, plant, and equipment. Since the net book value of Corporation’s property, plant, and equipment as of
December 31, 2025, was material to the financial statements, and the assessment involves significant management estimates and judgments with a high degree of uncertainty, we therefore identified the impairment assessment of property, plant, and equipment as a key audit matter.
Our audit procedures related to management's significant accounting estimates focus on assessing the reasonableness of the assumptions and judgements applied in the impairment assessment. We performed the following main audit procedures:
- We obtained an understanding of the assumptions, data sources, and parameters used by management in estimating the value in use of relevant assets, assessed their reasonableness, and evaluated the effectiveness of the asset impairment control procedures.
- We assessed the appropriateness of the discount rates used in the impairment assessment report.
- We recalculated the value in use of the assets and verified the accuracy of the calculations presented in the valuation report.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation'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 Corporation 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 Corporation's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
15
-
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 Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chao-Chun Wang and Xiu-wen Chen.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 5, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
16
JMC ELECTRONICS CO., LTD.
BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 617,499 | 19 | $ 555,035 | 14 |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) | 1,725 | - | 2,061 | - |
| Notes receivable (Note 9) | 1,294 | - | - | - |
| Accounts receivable, net (Notes 4 and 9) | 213,647 | 7 | 268,740 | 6 |
| Accounts receivable - related parties (Notes 4, 9 and 30) | 27,405 | 1 | 24,592 | 1 |
| Other receivables (Note 30) | 19,205 | 1 | 17,266 | - |
| Current tax assets (Notes 4 and 25) | 1,946 | - | 1,389 | - |
| Inventories (Notes 4 and 10) | 177,589 | 5 | 251,585 | 6 |
| Other financial assets - current (Note 31) | 2,395 | - | 2,395 | - |
| Other current assets (Note 11) | 15,350 | - | 29,083 | 1 |
| Total current assets | 1,078,055 | 33 | 1,152,146 | 28 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 17) | - | - | 50 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 1,310,589 | 40 | 1,082,455 | 27 |
| Investments accounted for using equity method (Notes 4 and 12) | 373,300 | 11 | 301,260 | 7 |
| Property, plant and equipment (Notes 4 and 13) | 429,200 | 13 | 1,407,187 | 35 |
| Right-of-use assets (Notes 4 and 14) | 25,003 | 1 | 43,295 | 1 |
| Deferred tax assets (Notes 4 and 25) | 25,357 | 1 | 17,808 | - |
| Prepayments for equipment | 1,400 | - | 32,975 | 1 |
| Refundable deposits (Note 30) | 3,228 | - | 3,288 | - |
| Net defined benefit assets (Notes 4 and 21) | 5,226 | - | 5,094 | - |
| Other non-current assets (Note 15) | 27,084 | 1 | 36,152 | 1 |
| Total non-current assets | 2,200,387 | 67 | 2,929,564 | 72 |
| TOTAL | $ 3,278,442 | 100 | $ 4,081,710 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Contract liabilities - current (Note 23) | $ 1,149 | - | $ 4,490 | - |
| Accounts payable (Notes 18 and 30) | 113,973 | 3 | 149,732 | 4 |
| Other payables (Notes 19 and 30) | 159,377 | 5 | 165,166 | 4 |
| Lease liabilities - current (Notes 4, 14 and 30) | 19,851 | 1 | 19,362 | 1 |
| Corporate bonds due or subject to exercise of right of sale within one year (Notes 4 and 17) | 496,985 | 15 | - | - |
| Current portion of long-term borrowings (Note 16) | 249,205 | 8 | 255,622 | 6 |
| Other current liabilities (Notes 4 and 20) | 4,072 | - | 4,859 | - |
| Total current liabilities | 1,044,612 | 32 | 599,231 | 15 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Notes 4 and 17) | - | - | 492,994 | 12 |
| Long-term borrowings (Note 16) | 522,697 | 16 | 270,824 | 6 |
| Deferred tax liabilities (Notes 4 and 25) | 1,594 | - | 2,306 | - |
| Lease liabilities - non-current (Notes 4, 14 and 30) | 7,384 | - | 27,234 | 1 |
| Guarantee deposits (Note 30) | 665 | - | 665 | - |
| Other non-current liabilities | - | - | 328 | - |
| Total non-current liabilities | 532,340 | 16 | 794,351 | 19 |
| Total liabilities | 1,576,952 | 48 | 1,393,582 | 34 |
| EQUITY (Note 22) | ||||
| Ordinary shares | 830,000 | 25 | 830,000 | 21 |
| Capital surplus | 625,489 | 19 | 625,489 | 15 |
| Retained earnings | ||||
| Legal reserve | 164,539 | 5 | 160,139 | 4 |
| Unappropriated earnings (Accumulated deficit) | (593,251) | (18) | 618,215 | 15 |
| Total retained earnings | (428,712) | (13) | 778,354 | 19 |
| Other equity | 674,713 | 21 | 454,285 | 11 |
| Total equity | 1,701,490 | 52 | 2,688,128 | 66 |
| TOTAL | $ 3,278,442 | 100 | $ 4,081,710 | 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 5, 2026)
JMC ELECTRONICS CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 23 and 30) | $ 1,438,987 | 100 | $ 1,959,533 | 100 |
| OPERATING COSTS (Notes 10, 21, 24 and 30) | 1,804,380 | 125 | 1,911,994 | 97 |
| GROSS PROFIT (LOSS) | (365,393) | (25) | 47,539 | 3 |
| OPERATING EXPENSES (Note 24) | ||||
| Selling and marketing expenses | 24,143 | 2 | 22,296 | 1 |
| General and administrative expenses | 76,249 | 5 | 70,008 | 4 |
| Research and development expenses | 70,741 | 5 | 61,307 | 3 |
| Total operating expenses | 171,133 | 12 | 153,611 | 8 |
| LOSS FROM OPERATIONS | (536,526) | (37) | (106,072) | (5) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| (Notes 12, 13, 24 and 30) | ||||
| Interest income | 6,700 | - | 13,951 | 1 |
| Other income | 66,512 | 4 | 70,997 | 4 |
| Other gains and losses | (737,299) | (51) | 44,567 | 2 |
| Finance costs | (14,525) | (1) | (18,199) | (1) |
| Share of profit of associates | 11,565 | 1 | 11,774 | - |
| Total non-operating income and expenses | (667,047) | (47) | 123,090 | 6 |
| PROFIT (LOSS) BEFORE INCOME TAX | (1,203,573) | (84) | 17,018 | 1 |
| INCOME TAX EXPENSE/(BENEFIT) (Notes 4 and 25) | (12,709) | (1) | 3,831 | - |
| NET PROFIT (LOSS) FOR THE YEAR | (1,190,864) | (83) | 13,187 | 1 |
| OTHER COMPREHENSIVE INCOME (Notes 21, 22 and 25) | ||||
| Items that will not be reclassified subsequently to profit or loss | ||||
| Remeasurement of defined benefit plans | (102) | - | 2,754 | - |
| Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income | 146,993 | 11 | 153,029 | 8 |
| Share of the other comprehensive income of associates | 73,915 | 5 | 14,549 | - |
| (Continued) |
JMC ELECTRONICS CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | $ 20 | - | $ (551) | - |
| Other comprehensive income for the year, net of income tax | 220,826 | 16 | 169,781 | 8 |
| TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | $ (970,038) | (67) | $ 182,968 | 9 |
| EARNINGS (LOSS) PER SHARE (Note 26) | ||||
| Basic | $ (14.35) | $ 0.16 | ||
| Diluted | $ (14.35) | $ 0.11 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
(With Deloitte & Touche auditors’ report dated March 5, 2026)
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JMC ELECTRONICS CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| | Ordinary Shares | Capital Surplus | Retained Earnings | | | Other Equity
Unrealized Gains
and Losses on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Legal Reserve | Unappropriated
Earnings
(Accumulated
Deficit) | Total | | |
| BALANCE AT JANUARY 1, 2024 | $ 830,000 | $ 640,167 | $ 159,003 | $ 585,568 | $ 744,571 | $ 315,322 | $ 2,530,060 |
| Appropriation of earnings (Note 22) | | | | | | | |
| Legal reserve | - | - | 1,136 | (1,136) | - | - | - |
| Cash dividends | - | - | - | (10,222) | (10,222) | - | (10,222) |
| | - | - | 1,136 | (11,358) | (10,222) | - | (10,222) |
| Cash dividends from capital surplus (Note 22) | - | (14,678) | - | - | - | - | (14,678) |
| Net profit for the year ended December 31, 2024 | - | - | - | 13,187 | 13,187 | - | 13,187 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | 2,203 | 2,203 | 167,578 | 169,781 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | 15,390 | 15,390 | 167,578 | 182,968 |
| Disposal of investments in equity instruments at fair value through other comprehensive income (Note 22) | - | - | - | 28,615 | 28,615 | (28,615) | - |
| BALANCE AT DECEMBER 31, 2024 | 830,000 | 625,489 | 160,139 | 618,215 | 778,354 | 454,285 | 2,688,128 |
| Appropriation of earnings (Note 22) | | | | | | | |
| Legal reserve | - | - | 4,400 | (4,400) | - | - | - |
| Cash dividends | - | - | - | (16,600) | (16,600) | - | (16,600) |
| | - | - | 4,400 | (21,000) | (16,600) | - | (16,600) |
| Net loss for the year ended December 31, 2025 | - | - | - | (1,190,864) | (1,190,864) | - | (1,190,864) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | (82) | (82) | 220,908 | 220,826 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | (1,190,946) | (1,190,946) | 220,908 | (970,038) |
| Disposal of investments in equity instruments at fair value through other comprehensive income (Note 22) | - | - | - | 480 | 480 | (480) | - |
| BALANCE AT DECEMBER 31, 2025 | $ 830,000 | $ 625,489 | $ 164,539 | $ (593,251) | $ (428,712) | $ 674,713 | $ 1,701,490 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 5, 2026)
JMC ELECTRONICS CO., LTD.
STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit (loss) before income tax | $ (1,203,573) | $ 17,018 |
| Adjustments for: | ||
| Depreciation expense | 413,253 | 440,899 |
| Amortization expense | 27,264 | 27,061 |
| Net loss (gain) on financial assets at fair value through profit or loss | 50 | (6,850) |
| Finance costs | 14,525 | 18,199 |
| Interest income | (6,700) | (13,951) |
| Dividend income | (57,442) | (58,784) |
| Share of profit of associates | (11,565) | (11,774) |
| Impairment loss recognized (reversed) on non-financial assets | 736,676 | (1,549) |
| Changes in operating assets and liabilities | ||
| Accounts receivable | 55,093 | (12,956) |
| Accounts receivable - related parties | (2,813) | 923 |
| Other receivables | - | (14) |
| Inventories | 62,193 | (20,796) |
| Other current assets | 13,733 | 8,977 |
| Net defined benefit assets | (234) | (214) |
| Contract liabilities | (3,341) | (13,602) |
| Accounts payable | (35,759) | 10,982 |
| Other payables | (5,444) | (22,201) |
| Other current liabilities | (37) | (2,258) |
| Cash generated from (used in) operations | (4,121) | 359,110 |
| Interest received | 6,479 | 13,951 |
| Dividends received | 69,164 | 66,194 |
| Interest paid | (10,287) | (14,356) |
| Income taxes refunded (paid) | 2,617 | (2,683) |
| Net cash generated from operating activities | 63,852 | 422,216 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income | (80,959) | (81,203) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 154 | 38,690 |
| Acquisition of property, plant and equipment | (110,864) | (76,932) |
| Decrease (increase) in refundable deposits | 60 | (21) |
| Increase in other financial assets | - | (610) |
| Increase in other non-current assets | (18,196) | (26,712) |
| Net cash used in investing activities | (209,805) | (146,788) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 700,000 | 580,000 |
| (Continued) |
JMC ELECTRONICS CO., LTD.
STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Repayment of short-term borrowings | $ (700,000) | $ (580,000) |
| Proceeds from long-term borrowings | 540,000 | - |
| Repayment of long-term borrowings | (295,622) | (278,394) |
| Repayment of the principal portion of lease liabilities | (19,361) | (18,902) |
| Dividends paid | (16,600) | (24,900) |
| Net cash generated from (used in) financing activities | 208,417 | (322,196) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 62,464 | (46,768) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 555,035 | 601,803 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 617,499 | $ 555,035 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 5, 2026) (Concluded)
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23
JMC Electronics Co., Ltd.
Director Concurrent Positions
| Director Name | Concurrent Positions in Other Companies |
|---|---|
| Chang Wah Electromaterials Inc. Representative: Wen, Wen-Yu | Consultant of Chang Wah Technology Co., Ltd. |
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[Appendix]
JMC Electronics Co., Ltd.
Articles of Association (before amendment)
Chapter 1 General
Article 1. The Company is organized as a stock limited company in accordance with the Company Act and is named JMC ELECTRONICS CO., LTD.
Article 2. The Company operates the following businesses:
- CC01080 Electronic parts and components manufacturing business
- F401010 International trade business
- F119010 Electronic materials wholesale business
- ZZ99999 Businesses that are not prohibited or restricted bylaw, except businesses that required approvals
Article 3. The Company has its headquarters in Kaohsiung City and may set up domestic and overseas branch organizations as required through board resolutions.
Article 4. The total amount of the Company's investment is not limited to 40% of its paid-in capital.
Article 5. The Company may provide guarantees as required for business in accordance with the law and its procedure for endorsements and guarantees.
Article 6. The Company makes public announcements in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 7. The Company's total capital is NT$1,500,000,000, divided into 150,000,000 shares at NT$10 per share, to be issued through multiple issuances.
If the Company issues warrants with subscription price lower than the market price (net value per share), the issuance shall be subject to the approval in a shareholders' meeting by shareholders holding 2/3 or more voting rights represented in a shareholders' meeting attended by shareholders holding the majority of all outstanding shares.
Article 8. The share certificates of the Company shall be numbered, affixed with the signatures or seals of 3 or more directors and issued after certification by the competent authority or the issuance registration institution approved by the competent authority.
After the Company's shares are publicly issued, no share certificate needs to be printed for the shares it issues. The same is applicable to other securities. However, registration shall be made with a securities custodian institution.
After the Company is publicly listed, if it wishes to cancel its public listing, it shall be resolved by the shareholders' meeting. This clause shall not change during the listing period on the emerging market, OTC market or stock exchange.
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Share transfer registration shall be done in accordance with Article 165 of the Company Act.
In addition to securities related legislations, the Company shall handle shareholder services in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
Chapter III Shareholders' Meeting
Article 9. Shareholders' meetings are divided into general meetings and extraordinary meetings. General meetings are held once a year in accordance with the law within 6 months from the end of each accounting year. Extraordinary meetings are held as required in accordance with the law.
Unless otherwise provided by law, shareholders' meetings are convened by the board of directors. With the consent of shareholders, notice for shareholders' meetings may be issued in electronic manner.
The convocation and announcement for shareholders' meetings of the Company shall be in accordance with Article 172 of the Company Act.
Article 9-1. The Company may hold shareholders' meetings in a virtual manner or in other manners publicly announced by the Ministry of Economic Affairs.
Article 10. Unless otherwise provided by the Company Act, resolutions of shareholders' meetings shall be approved by shareholders holding the majority of voting rights represented in a meeting that is attended by shareholders holding the majority of all outstanding shares.
Unless otherwise provided by law, shareholders of the Company are entitled to one voting right per share.
Article 11. Any shareholder who cannot attend a shareholders' meeting due to any reason may issue a proxy printed by the Company, specifying the scope of authorization, to appoint a representative to attend the meeting on its behalf in accordance with Article 177 of the Company Act. After the Company's shares are publicly issued, unless otherwise provided by the Company Act, rules for shareholder attendance by proxy shall be in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies established by the competent authority.
When the Company holds a shareholders' meeting and adopts the exercise of voting rights in writing or in electronic manner, the electronic manner shall be listed as one of the manners for shareholders to exercise voting rights after the Company is listed in the OTC market or stock exchange. Shareholders who exercise voting rights in the electronic manner are deemed to have attended the meeting in person. Relevant matters shall be in accordance with the law.
Article 12. Shareholders' meetings are convened by the board of directors and are chaired by the chairman. If the chairman is on leave or cannot perform his/her duties due to any reason, the vice chairman shall act on the chairman's behalf. If the vice chairman is also on leave or cannot perform his/her duties due to any reason, the chairman shall
26
designate one person to act on his/her behalf. If the chairman does not make such designation, the directors shall appoint one person from among themselves to act on the chairman's behalf. If the meeting is convened by any person other than the board of directors, it shall be chaired by such person. If two or more persons convene the meeting, they shall designate one person from among themselves to chair the meeting.
Article 13. Meetings resolved in shareholders' meetings shall be recorded in minutes, which shall be affixed with the signature or seal of the chair and distributed to all shareholders within 20 days from the meeting. After the Company's shares are publicly listed, the minutes may be prepared and distributed in the electronic manner or by publication.
Chapter IV Board of Directors
Article 14. The Company has 7 to 9 directors, who shall be elected from a list of director candidates by the shareholders' meeting under the candidate nomination system in accordance with Article 192-1 of the Company Act. The directors' term is 3 years and the same person may be re-elected upon expiry of the term.
Among the above number of directors of the Company, there shall be no less than 2 independent directors and the number of independent directors shall represent no less than 1/5 of the board, to be elected from a list of independent director candidates by the shareholders' meeting. The professional qualification of independent directors, shareholding, restriction on concurrent positions, nomination, determination of independence and other compliance matters shall be in accordance with the Company Act, the Securities and Exchange Act and legislations of the securities authority
Article 15. The Company may set up an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, to be composed of all independent directors.
The composition of the audit committee of the Company, its duties, meeting rules and other compliance matters shall be in accordance with applicable regulations of the securities authority.
The board of directors of the Company may set up a remuneration committee or other functional committees as required for business operation.
Article 16. Directors of the Company shall be elected under the cumulative voting system. Each share shall be entitled to the number of voting rights that is the same as the number of directors to be elected. The votes may be casted to one or several persons. The persons who receive the ballots representing the greatest number of voting rights shall be elected as directors.
Article 17. The board of directors is organized by directors. The directors shall elect one person from among themselves as chairman through approval by the majority of directors attending a meeting that is attended by 2/3 or more directors. They may also elect one person among themselves to serve as vice chairman. The chairman is the Company's representative.
Article 18. When the chairman is on leave or cannot perform his/her duties due to any reason, the representation shall be in accordance with Article 208 of the Company Act.
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Article19. Unless otherwise provided by the Company Act, board meetings are convened by the chairman. Notice for the Company's board meeting shall be sent to each director 7 days in advance in writing, by email or by fax. The Company may convene a board meeting at any time in case of emergency and may also do so in writing, by email or by fax.
Unless otherwise provided by the Company Act, board resolutions shall be approved by the majority of directors attending a meeting that is attended by the majority of directors.
Article20. When a director cannot attend a board meeting due to any reason, it may give a written proxy to another director as his/her representative to attend the meeting on his/her behalf in accordance with the law. A person shall represent no more than one other person. A director participating in a meeting through video conference shall be deemed to have participated in person.
Article21. The board of directors is authorized by the determine the remuneration of the Company's directors based on the level of the directors' participation in the Company's operation, the value of their contributions and the common level of the industry.
The board of directors may purchase liability insurance for all directors during their terms as required through approval by the majority of directors attending a meeting that is attended by the majority of directors.
Chapter V Officers
Article22. The Company may have officers, the hiring, dismissal and remuneration of which shall be in accordance with Article 29 of the Company Act.
Chapter VI Accounting
Article23. The Company's accounting year is from 1 January to 31 December of each year. At the end of each accounting year, the board of directors shall prepare the following statements, which shall be submitted to the audit committee for audit 30 days before the general shareholders' meeting. Alternatively, the audit committee may engage a CPA to perform the audit and issue a report for submission to the general shareholders' meeting for approval.
- Business report.
- Financial statements.
- Profit distribution or loss compensation proposal.
Article24. If the Company has profit in a year, 2%-16% shall be provisioned as employee remuneration. (2% to 16% of the allocated employee remuneration shall be used for salary adjustments and compensation distribution for non-executive employees.) Additionally, no more than 1% of the profit shall be designated for director remuneration.
However, if the Company has accumulated losses, profits shall first be reserved to offset these losses.
Employee remuneration and compensation for non-executive employees, as mentioned in the preceding paragraph, may be distributed in the form of stock or cash, and may also include employees of the Company's subsidiaries who meet certain conditions.
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Matters specified in the preceding two paragraphs shall be determined by a special board resolution and reported to the shareholders' meeting.
Article25. If the Company has profit from annual closing, taxes shall first be paid and past accumulated losses shall be compensated. Then 10% shall be provisioned as legal reserve until the legal reserve has reached the total capital amount of the Company. Then special reserve shall be provisioned or recycled in accordance with the rules of the competent authority. The remaining amount, together with undistributed profit accumulated from past years and adjusted amount of non-distributed profit from the current year, may be used for distribution. The board of directors shall prepare the profit distribution proposal and submit it to the shareholders" meeting for resolution and distribution.
Article26. The Company adopts a policy of remaining dividend as its dividend policy in accordance with the overall environment and features of industry growth and based on its long-term financial planning in order to seek sustainable operation and stable operating development. The annual funding requirement is evaluated mainly based on the Company's future capital budget plans. Required working capital is reserved in priority, with remaining profit distributed through cash dividend or share dividend. The distribution steps are as follows:
- Decide the best capital budget.
- Decide the working funds required to satisfy such capital budget.
- Decide how much of such working funds need to come from reserved profit.
- After a proper amount is reserved for operating requirements, remaining profit may be distributed to shareholders as dividend. The contemplated balance amount for distribution shall not be lower than 10% of the Company's distributable profit in the current year, provided that cash dividend shall not be lower than 10-% of the total dividend contemplated for distribution.
ChapteVII Miscellaneous
Article27. Anything that is not stipulated in these articles of association shall be governed by the Company Act and other applicable laws.
Article28. These Articles of Association were established on 21 September 1973.
The first amendment was made on 15 May 1974.
The second amendment was made on 5 October 1974.
The third amendment was made on 1 February 1983.
The fourth amendment was made on 1 August 1983.
The fifth amendment was made on 16 September 1987.
The sixth amendment was made on 25 February 1988.
The seventh amendment was made on 30 September 1989.
The eight amendment was made on 22 December 1992.
The ninth amendment was made on 5 November 1994.
The tenth amendment was made on 25 February 1995.
The eleventh amendment was made on 20 November 1994.
The twelfth amendment was made on 1 March 1996.
The thirteenth amendment was made on 1 January 1997.
The fourteenth amendment was made on 4 May 1998.
The fifteenth amendment was made on 2 May 2000.
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The sixteenth amendment was made on 7 June 2000.
The seventeenth amendment was made on 21 August 2001.
The eighteenth amendment was made on 19 November 2001.
The nineteenth amendment was made on 9 December 2002.
The twentieth amendment was made on 13 October 2003.
The twenty-first amendment was made on 28 November 2003.
The twenty-second amendment was made on 10 May 2005.
The twenty-third amendment was made on 5 September 2006.
The twenty-fourth amendment was made on 8 January 2013.
The twenty-fifth amendment was made on 24 June 2013.
The twenty-sixth amendment was made on 31 March 2014.
The twenty-seventh amendment was made on 8 October 2014.
The twenty-eighth amendment was made on 12 May 2015.
The twenty-ninth amendment was made on 2 October 2015.
The thirtieth amendment was made on 10 May 2016.
The thirty-first amendment was made on 10 June 2021.
The thirty-second amendment was made on 9 June 2022.
The thirty-third amendment was made on May 30, 2023.
The thirty-fourth amendment was made on May 27, 2025.
JMC Electronics Co., Ltd.
Chairman: Wan, Wen-Tsai
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JMC Electronics Co., Ltd.
Procedure of Procedure for Shareholders' Meetings
Article 1. To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings, and to strengthen management capabilities, this Procedure is adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in this Procedure.
Article 2. Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company's holding of virtual shareholders' meeting shall be specified in the articles of association and shall be resolved by the board of directors by the majority of directors attending a meeting that is attended by 2/3 or more directors.
Any change to the manner of holding the Company's shareholders' meeting shall be subject to resolution by the board of directors and shall be done before the notice for shareholders' meeting is sent at the latest.
The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a general shareholders' meeting or before 15 days before the date of an extraordinary shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the general shareholders' meeting or before 15 days before the date of the extraordinary shareholders' meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
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- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a general shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. However, a shareholder may propose a recommendation for urging the company to promote public interests or fulfill its social responsibilities and the board of directors may still include such proposal in the agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before a general shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the general shareholders' meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxy holders (hereinafter "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
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The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. However, the exercise of voting rights shall be calculated based on total number of shares held. If there are two or more representatives, the representative shall exercise the voting rights in a collective manner.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book, plus the number of shares whose voting rights are exercised by correspondence or electronically and the shares checked in on the virtual meeting platform.
On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
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During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
Article 2-1. To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars.
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Other than the situation provided in paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance. The Company shall also specify the period during which shareholders may seek assistance from the Company and other relevant matters.
Article 3. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
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After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting in a virtual manner, a written notice of proxy cancellation shall be submitted to the Company two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or in a virtual manner, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail.
When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Article4. The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
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Article5. If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. It is advisable that shareholders' meetings be chaired by the chairperson of the board in person and attended by a majority of the directors and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the mana director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article6. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article7. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. Such recordings shall be kept together with the attendance book and proxies for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article8. The chair shall call the meeting to order at the appointed meeting time and disclose relevant information such as the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
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When the attending shareholders represent a majority of the total number of issued shares, the chair may call the meeting to order. If the statutory quorum is not satisfied at the appointed meeting time, the chair may announce postponement for a combined total of no more than one hour. If the quorum is not met after two postponements and the attending shareholders represent one third or more of the total number of issued shares, “a tentative resolution may be adopted by the majority of voting rights in attendance” pursuant to Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month.
When the attending shareholders do not represent 1/3 or more of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
When a shareholders' meeting is held in a virtual manner, shareholders who wish to attend the meeting in virtual manner shall register with the Company again in accordance with Article 2.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for ratification by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 9. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting.
However, if the chair declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new chair by agreement of a majority of the votes represented by the attending shareholders and then continue the meeting.
After the meeting is adjourned, shareholders shall not elect another chair and continue the meeting in the same location or another location.
Article 10. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair.
Article 11. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 3 minutes. The chair may grant an extension of 2 minutes and there shall be no more than one extension.
If the shareholder's speech violates the rules under the previous paragraph or exceeds the scope of the agenda item or violates meeting order, the chair may terminate the speech. In case of continued violation after the termination, the chair may prohibit further speech
Article 12. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the shareholders' meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
Article 13. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 13-1. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
Article 14. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 15. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and records made of the vote.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately
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When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 2 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Matters resolved in shareholders' meetings shall be recorded in minutes, signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations of the competent authority, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 16. When a meeting is in progress, the chair may announce a break based on time considerations. The chair may also rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
Article 17. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if
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the chair makes an enquiry and no one voices an objection, the proposal shall be deemed approved with the same effect as voting.
If there is an objection, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 18. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 20. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
Article 21. If a shareholders' meeting cannot be convened on the date listed in the notice for any reason or if the meeting proceeding cannot continue due to any reason, the chair of the meeting is authorized to resolve and defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
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Article22. In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article23. When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article24. In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed or resumed on another date within 5 days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under paragraph 2, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in paragraph 2, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under paragraph 2 is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders
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present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to paragraph 2, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 25. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Other than the situation provided in paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance. The Company shall also specify the period during which shareholders may seek assistance from the Company and other relevant matters.
Article 26. The establishment of this Procedure was approved by the board of directors on March 25, 2015 and was implemented after approval by the shareholders' meeting on May 12, 2015. The same shall be applicable in case of any amendment.
The second amendment was approved by the board of directors on August 05, 2015 and implemented after approval by the shareholders' meeting on October 02, 2015.
The third amendment was approved by the board of directors on March 11, 2019 and implemented after approval by the shareholders' meeting on June 11, 2019.
The fourth amendment was approved by the board of directors on March 06, 2020 and implemented after approval by the shareholders' meeting on June 10, 2020.
The fifth amendment was approved by the board of directors on March 18, 2021 and implemented after approval by the shareholders' meeting on June 10, 2021.
The sixth amendment was approved by the board of directors on March 15, 2022 and implemented after approval by the shareholders' meeting on June 09, 2022.
The seventh amendment was approved by the board of directors on March 14, 2023 and is proposed to be implemented after approval by the shareholders' meeting on May 30, 2023.
The eighth amendment was approved by the board of directors on March 14, 2024 and is proposed to be implemented after approval by the shareholders' meeting on May 29, 2024.
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Director Shareholding:
A. The Company's paid-in capital is NT$830,000,000 and has 83,000,000 outstanding shares.
B. The minimum number of shares to be held by all directors in accordance with Article 26 of the Securities and Exchange Act is 6,640,000 shares.
C. As of the share transfer suspension date for this general shareholders' meeting (28 March 2026), the directors hold the following number of shares according to the shareholders register, which has satisfied the ratio required by Article 26 of the Securities and Exchange Act.
| Title | Name | Current Shareholding | |
|---|---|---|---|
| No. of Shares | Shareholding Ratio | ||
| Chairman | Chang Wah Electromaterials Inc. | ||
| Representative: Wen, Wen-Yu | 35,531,390 | 42.81% | |
| Vice Chairman | Chang Wah Electromaterials Inc. | ||
| Representative: Hung, Chuen-Sing | 35,531,390 | 42.81% | |
| Director | Yenyo Technology Co., Ltd. | ||
| Representative: Pan, Chao-Yi | 15,000 | 0.02% | |
| Director | ChipMOS TECHNOLOGIES INC. | ||
| Representative: Jesse Huang | 8,300,000 | 10.00% | |
| Independent Director | Yang, Shun-Ching | 31,540 | 0.04% |
| Independent Director | Su, Erh-Lang | 0 | 0% |
| Independent Director | Tung, En-Ning | 2,000 | 0.00% |
| Total Director Shareholding | 43,879,930 | 52.87% |
Note: The Company has an audit committee. Therefore, the requirement about minimum shareholding by supervisors does not apply.
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02-292575551輔印
JMC
2026
Meeting Handbook