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KINPO — AGM Information 2026
Apr 23, 2026
52001_rns_2026-04-23_bee219af-8959-46a6-b42a-8d63e5a98c46.pdf
AGM Information
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Stock Code: 2312
Kinpo Electronics, Inc.
2026 Annual General Shareholders' Meeting Meeting Handbook
Meeting Date: May 25, 2026
Meeting Venue: No. 147, Sec. 3, Beishen Rd., Shenkeng District, New Taipei City
Convening method: Hybrid Shareholders' Meeting (physical shareholders' meeting supported by video-conferencing)
Video Conferencing Platform: Taiwan Depository & Clearing Corporation
Shareholder eMeeting Platform
(https://stockservices.tdcc.com.tw)
This translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.
Table of Contents
I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
(I) Report Items ... 3
(II) Ratification Items ... 21
(III) Discussion Items ... 33
(IV) Special Motions ... 35
(V) Adjournment ... 36
III. Appendix
(I) Articles of Incorporation ... 37
(II) Rules of Procedure for Shareholders' Meeting ... 44
(III) Shareholding of All Directors ... 49
(IV) Other Explanatory Matters ... 50
Meeting Procedure
Kinpo Electronics, Inc.
2026 Annual General Shareholders' Meeting Procedure
- Call the Meeting to Order
- Chairman's Remarks
- Report Items
- Ratification Items
- Discussion Items
- Special Motions
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Adjournment
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Meeting Agenda
Kinpo Electronics, Inc.
2026 Annual General Shareholders' Meeting Agenda
Meeting Time: 9:00 a.m., Monday, May 25, 2026
Meeting Venue: No. 147, Sec. 3, Beishen Rd., Shenkeng District, New Taipei City
Report attending shares and call the Meeting to order.
- Chairman's Remarks
- Report Items
(1) To report the business of 2025
(2) Audit Committee's review report
(3) To report the 2025 employees' profit sharing and directors' compensation
(4) To report the 2025 earnings distribution in cash - Ratification Items
(1) To approve the 2025 business report and financial statements
(2) To approve the 2025 earnings distribution - Matters for Discussion
(1) To lift the non-compete restrictions on Directors - Special Motions
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Adjournment
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2 -
Report Items
Report Items
Proposed by the Board
1. To Report the Business of 2025
Notes:

The year 2025 was marked by continued uncertainty in the global economy. Growth was influenced by central bank interest rate policies, disinflation trends, labor market dynamics, and geopolitical and trade uncertainties. Markets remained volatile, balancing expectations of monetary easing against rising geopolitical and fiscal risks.
According to the IMF's World Economic Outlook, global GDP growth reached 3.3% in 2025, broadly in line with 2024. Looking ahead to 2026, global growth is projected to remain at 3.3%, indicating that the global economy continues to expand steadily amid ongoing uncertainties. Nevertheless, this level remains below the pre-pandemic long-term average of approximately 3.7% to 3.8%.
Meanwhile, protectionist trade measures, including reciprocal tariffs proposed by U.S. President Donald Trump, led customers and distributors to adopt a more cautious approach to procurement, thereby moderating the Group's growth momentum. As artificial intelligence (AI) continues to advance, demand and capital expenditures have increasingly focused on AI infrastructure, driving growth in AI servers and memory.
Kinpo Group consolidated net revenue of NT$163.5 billion in 2025, representing a slight decrease of 0.55% compared with NT$164.4 billion in 2024. During the year, the Group consolidated HUMAX Networks, Inc., a subsidiary of CastleNet Technology Inc., for the first time, resulting in a 6.81% increase in operating expenses compared to the previous year. After-tax net income amounted to NT$2.15 billion, down 10.24% year-on-year, primarily due to exchange rate fluctuations of the New Taiwan Dollar. Net income attributable to the parent company was NT$1.57 billion, a decrease of 4.57%, and earnings per share (EPS) was NT$1.05, down from NT$1.11 in the previous year.
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Operationally, in response to trade tariffs and geopolitical challenges, Kinpo Group continued to increase the proportion of its production capacity in Southeast Asia. The Group also secured exclusive manufacturing orders from two of the world's leading mobile point-of-sale (mPOS) customers. Demand for SSD products significantly exceeded expectations. In addition to the two floors already in operation at the new Thailand plant, construction has commenced on two additional floors to further expand production capacity.
In EV charging, by leveraging the Group's integrated electronic and mechanical engineering capabilities together with AcBel Polytech's power supply expertise, Kinpo successfully secured new customer orders. Technologically, the Group has established capabilities in high-voltage direct current (HVDC) and is well positioned to undertake orders for next-generation AI server power cabinets. In automotive electronics, in addition to existing multifunctional millimeter-wave radar and electronic rear-view mirror systems, the Group has launched digital instrument cluster solutions, which were showcased at CES in January 2026.
In production and manufacturing, Kinpo Group has introduced AI technologies to drive smart manufacturing upgrades, establishing automated production processes and digitalized management systems to move toward unmanned factory operations. By integrating intelligent warehousing systems, production and material management have achieved a high degree of automation. Through AI command centers and big data analytics platforms, the Group has strengthened equipment monitoring and manufacturing management across its global operations, enhancing cross-regional coordination efficiency.
Technologically, Kinpo has also developed AI-based self-learning mechanisms that enable equipment to automatically learn and adjust operating parameters without real-time human intervention, maintaining optimal operating conditions. This enhances product quality stability, improves equipment utilization, and increases overall production efficiency. The Group has already established a highly automated unmanned factory in Thailand capable of 24-hour stable operation and plans to replicate this model across its global sites.
Environmentally, Kinpo Group emphasizes regulatory compliance while adopting a data-driven approach aligned with science-based targets in carbon reduction, energy management, and risk mitigation. The Group has received recognition from CommonWealth Magazine for alignment with the Paris Agreement 1.5°C target for
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two consecutive years, been listed among the Top 100 in Business Weekly's Carbon Competitiveness Ranking, and aligned with the Science Based Targets initiative (SBTi) 1.5°C pathway, with a 23% absolute reduction in Scope 1 and Scope 2 emissions.
Socially, Kinpo Group has received the 1111 Job Bank "Happy Enterprise Gold Award" for five consecutive years, reflecting its commitment to employee compensation, career development, and workplace support. The Group has also been recognized with the Taiwan Creative Content Agency (TAICCA) "ESG for Culture Impact Award." In addition, the Hsu Chauing Social Welfare Charity Foundation continues to support arts education for underprivileged and rural children and has received the Ministry of Education's "2025 Social Education Contribution Award" and the Ministry of Culture's "17th Cultural Equity Award."
In corporate governance, the Group's achievements in 2025 include the Top Honor in Electronics & Technology Industry at the Global Views ESG Awards, the CommonWealth Excellence in Corporate Social Responsibility Award (Top 100 in Large Manufacturing Enterprises), the Taiwan Corporate Sustainability Awards (TCSA) "Sustainability Report Gold Award" and "Top 100 Sustainability Model Enterprise Award" (for two consecutive years), the Global Corporate Sustainability Awards (GCSA) "Sustainability Reporting Award - Bronze Class", and an "AA" Grade in the TIP Taiwan ESG Rating. Through continuous participation in external evaluations, the Group continues to enhance governance effectiveness and the quality and transparency of its disclosures.
Looking ahead to 2026, global economic uncertainties remain and the industry environment continues to evolve. In response, Kinpo Group will further strengthen its core competitiveness and enhance operational resilience.
Strategically, the Group will continue to capitalize on AI industry trends, deepen its AI product portfolio, and promote the integration of AI into operational processes. It will also increase investment in research and development to support the transition from EMS to ODM and higher value-added products, balancing revenue growth with profitability improvement.
In global deployment and supply chain management, the Group will leverage its manufacturing footprint across Thailand, Philippines, Mexico, USA, and Brazil to flexibly allocate capacity and optimize supply chain strategies in response to customer needs and geopolitical developments.
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In management and sustainability, the Group will continue to strengthen collaboration with industry partners, enhance corporate governance and organizational stability, and foster an integrity-driven and inclusive corporate culture. It will also optimize resource allocation and financial structure while actively addressing environmental and social sustainability issues, creating long-term value for shareholders, customers, and all stakeholders.
Kinpo Electronics, Inc.
Chairman: Hsu, Chieh-Li,
President: Chen, Wei-Chang,
Chief Accountant: Yu, Chien-Hui



Report Items
Proposed by the Board
2. Audit Committee’s Review Report
Notes:
The 2025 consolidated Financial Statements and Parent Company Only Financial Statements have been audited and certified by independent auditors, and an audit report has been issued. Together with the business report and the earnings distribution proposal, these documents have been reviewed and approved by the Audit Committee, and the audit report has been filed for record. Please refer to pages 8-18.
The CPA is requested to read: Independent Auditors’ Report
The Chairman of the Audit Committee is requested to read:
Audit Committee’s Review Report
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Independent Auditors' Report Translated from Chinese
Independent Auditors' Report
To Kinpo Electronics, Inc.
Opinion
We have audited the accompanying parent company only balance sheets of Kinpo Electronics, Inc. (the "Company") as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements including a summary of material accounting policies (together "the parent company only financial statements").
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of other Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit for the year of 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Timing of Revenue Recognition
The Company recognized operating revenue in the amount of NT$11,189,311 thousand in the year of 2025. The main source of revenue was from the production and sales of a variety of consumer electronic products. Given that sales orders are subject to different trade terms, an assessment is required to identify the performance obligations and determine the point in time at which they are satisfied, we therefore considered this key audit matter.
For the revenue recognition, we have conducted audit procedures including but not limited to evaluating and testing the design and operating effectiveness of internal controls with respect to the revenue cycle; selecting representative samples to conduct test of details by inspecting transaction records and verifying the key terms of the orders or agreements to confirm the timing when a performance obligation was satisfied, and conducting cut-off testing for transactions recognized within a certain period of time before and after the balance sheet date by selecting samples to review the terms of transactions and vouch to relevant transaction documents as evidence to confirm that a performance obligation was satisfied. We also considered the appropriateness of operating revenue disclosure in Note 6 of parent company only financial statements.
Valuation of Investments Accounted for Using Equity Method
As of December 31, 2025, the investment accounted for using equity method amounted to NT$31,590,646 thousand, constituting 56% of the parent company only total assets, which is deemed material to the parent company only financial statements. We reviewed whether the Company has control over its investees. For those investees that the Company has control over, we then reviewed if the investee had been deemed as a consolidated entity. For the long-term equity investments that the Company makes material impact on such investees, we reviewed if the investment was accounted for using equity method. The appropriateness of the accounting treatment mentioned above had material impact to the parent company only financial statements. Therefore, we considered this a key audit matter.
We have conducted audit procedures including but not limited to obtaining the most recent investment structure chart of the Company and reviewing relevant changes; understanding the appropriateness of recognition basis and classification of investments accounted for using equity method; assessing the ownership of the Company to each reinvestment; analyzing the composition of the board of directors, management and shareholders and the power of shareholders to direct the relevant activity to confirm whether the investments of the Company were accounted for according to IFRS; verifying whether the Company had obtained audited financial statements when recognizing share of profit (loss) and share of other comprehensive income using equity method. In addition to understanding the impact the investees' significant events made on the Company's individual financial statements, we further evaluated whether the measurement of the investment accounted for using equity method complied with IFRS and IAS. Meanwhile,
we verified the existence and ownership of the investment by confirmation or physical count procedures. We also considered the investments accounted for using equity method appropriateness of the disclosure in respect of Note 6 of the parent company only financial statement.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain investments accounted for using equity method whose statements are based solely on the reports of the other auditors. These investments accounted for using equity method amounted to NT$5,884,536 thousand and NT$7,224,788 thousand, representing 10% and 13% of the parent company only total assets as of December 31, 2025 and 2024, respectively. The related share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method amounted to NT$(63,396) thousand and NT$(539,989) thousand, representing (3)% and (32)% of the net profit before tax for the years ended December 31, 2025 and 2024, respectively, and the related share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method amounted to NT$(114,704) thousand and NT$ 202,409 thousand, representing 6% and 30% of the other comprehensive income for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.
Auditors' Responsibilities for the Audit of the Parent Company only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
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accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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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 for the year of 2025 the parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chen, Chih-Chung
Fuh, Wen-Fun
Ernst & Young, Taiwan
March 11, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position and results of operations 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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Independent Auditors' Report Translated from Chinese
Report of Independent Auditors
To Kinpo Electronics, Inc.
Opinion
We have audited the accompanying consolidated balance sheets of Kinpo Electronics, Inc. and its subsidiaries (the "Company" and its subsidiaries) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements including the summary of material accounting policies (together "the consolidated financial statements").
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and its consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effectively by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Timing of Revenue Recognition
The Company and its subsidiaries recognized operating revenue in the amount of NT$ 163,498,976 thousand in 2025. The main source of revenue was from the production and sales of a variety of consumer electronic products. Given that sales orders are subject to different trade terms, an assessment is required to identify the performance obligations and determine the point in time at which they are satisfied, we therefore considered this key audit matter.
For the revenue recognition, we have conducted audit procedures including but not limited to evaluating and testing the design and operating effectiveness of internal controls with respect to the revenue cycle; selecting representative samples to conduct test of details by inspecting transaction records and verifying the key terms of the orders or agreements to confirm the timing when a performance obligation was satisfied, and conducting cut-off testing for transactions recognized within a certain period of time before and after the balance sheet date by selecting samples to review the terms of transactions and vouch to relevant transaction documents as evidence to confirm that a performance obligation was satisfied. We also considered the appropriateness of operating revenue disclosure in Note 6 of consolidated financial statements.
Other Matter - Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of NT$ 3,859,560 thousand and NT$ 6,977,947 thousand, constituting 3% and 6% of consolidated total assets as of December 31, 2025 and 2024, respectively, and total operating revenues of NT$ 1,446,556 thousand and NT$ 2,080,137 thousand, constituting 1% and 1% of consolidated operating revenue for the years ended December 31, 2025 and 2024, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain investments accounted for using equity method whose statements are based solely on the reports of other auditors. These investments accounted for using equity method to NT$ 5,820,509 thousand and NT$ 6,004,568 thousand, constituting 5% and 5% of consolidated total assets as of December 31, 2025 and 2024, respectively.
The related shares of profit (loss) of associates and joint ventures accounted for using equity method amounted to NT$ 10,181 thousand and NT$ (119,730) thousand, constituting 0% and (4%) of the consolidated net profit before tax for the years ended December 31, 2025 and 2024, respectively, and the related shares of other comprehensive income of associates and joint ventures accounted for using equity method amounted to NT$ (112,439) thousand and NT$189,901 thousand, constituting 5% and 20% of the consolidated other comprehensive income for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements 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.
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Others
We have audited and expressed an unqualified opinion with other matter paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
Chen, Chih-Chung
Fuh, Wen-Fun
Ernst & Young, Taiwan
March 11, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
Kinpo Electronics, Inc.
Audit Committee's Review Report
The Board of Directors has prepared Kinpo Electronics' 2025 Parent Company Only and Consolidated Financial Statements and they are audited by CPAs Chen, Chih-Chung and Fuh, Wen-Fun of Ernst & Young, who have issued the independent auditors' report. Overall, the Business Report, Financial Statements, and Profit Allocation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Kinpo Electronics in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.
To:
Kinpo Electronics, Inc. 2026 Annual General Shareholders' Meeting
Chairman of the Audit Committee:
Hsieh, Fa-Dah

March 11, 2026
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Report Items
Proposed by the Board
3. To Report the 2025 Employees' Profit Sharing and Directors' Compensation
Notes:
(1) According to Article 26 of the Company's Articles of Incorporation, if the Company is profitable in the year, it shall set aside no less than 2% of the profit as compensation for the employees (Including the allocation of no less than 0.5% for base-level employee remuneration) and no higher than 2% as remuneration for the directors. However, the Company, when accumulated losses remain on the account, shall reserve a portion of its earnings to offset the losses first.
(2) For 2025, the employees' profit sharing and directors' compensation was resolved and approved by the Company's Remuneration Committee and the Board of Directors. A total of 9%, amounting to NT$ 189,645,189, was allocated for employees' profit sharing (Including the base-level employee remuneration), and 1.2%, amounting to NT$ 25,286,025, was allocated for directors' compensation, with all payments made in cash.
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Report Items
Proposed by the Board
4. To Report the 2025 Earnings Distribution in Cash
Notes:
(1) According to Article 26-1 of the Company's Articles of Incorporation, the Board of Directors is authorized to determine the distribution of cash dividends. The resolution was passed by the Board of Directors on March 11, 2026. For 2025, a cash dividend is NT$0.6 per share, with the total cash dividend distribution amounting to NT$903,352,927.
(2) The cash dividend distributed to each shareholder will be rounded down to the nearest whole number; any fractional amounts will be truncated. The total of these truncated amounts will be recognized under "Other Income." After the shareholders' meeting, the Chairman will be authorized to set the record date for dividend distribution and handle other relevant matters.
(3) In the event that the number of outstanding shares changes due to share repurchases, transfer or cancellation of treasury shares, exercise of employee stock options, or other factors affecting the total outstanding shares, resulting in changes to the dividend per share, the Chairman is authorized to handle all relevant matters accordingly.
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Ratification Items
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Ratification Items
Item 1
Proposed by the Board
To Approve the 2025 Business Report and Financial Statements
Notes :
(1) The Board of Directors has prepared Kinpo Electronics' 2025 Parent Company Only and Consolidated Financial Statements and they are audited by CPAs Chen, Chih-Chung and Fuh, Wen-Fun of Ernst & Young, who have issued the independent auditors' report.
(2) For the attached business report (please refer to page 3~6), financial statements (please refer to page 22~31).
Resolution:
English translation of parent company only financial statements originally issued in Chinese
KINPO ELECTRONICS, INC.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of December 31, 2025 | As of December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| Cash and cash equivalents | 4,6 | $1,187,333 | 2 | $1,187,280 | 2 |
| Financial assets at fair value through profit or loss-current | 4,6 | 195,251 | - | 15,633 | - |
| Financial assets at fair value through other comprehensive income-current | 4,6 | 16,841 | - | 24,334 | - |
| Notes receivable, net | 4 | 36 | - | - | - |
| Accounts receivable, net | 4,6 | 5,915,406 | 11 | 2,409,839 | 4 |
| Accounts receivable due from related parties, net | 4,6,7 | 8,252,101 | 15 | 9,382,470 | 17 |
| Other receivables | 4 | 321,531 | 1 | 28,759 | - |
| Other receivables due from related parties | 4,7 | 1,252,088 | 2 | 1,589,079 | 3 |
| Current tax assets | 4 | 15,391 | - | 15,391 | - |
| Prepayments | 4 | 36,200 | - | 39,366 | - |
| Non-current assets classified as held for sale, net | 35,387 | - | 1,152 | - | |
| Other current assets | 4 | 56,421 | - | 4,310 | - |
| Total current assets | 17,283,986 | 31 | 14,697,613 | 26 | |
| Non-current assets | |||||
| Financial assets at fair value through profit or loss-noncurrent | 4,6 | 314,700 | - | - | - |
| Financial assets at fair value through other comprehensive income-noncurrent | 4,6 | 5,006,527 | 9 | 6,105,072 | 11 |
| Investments accounted for using equity method | 4,6 | 31,590,646 | 56 | 32,990,583 | 59 |
| Property, plant and equipment | 4,6 | 1,051,699 | 2 | 1,129,138 | 2 |
| Intangible assets | 4,6 | 330,654 | 1 | 338,364 | 1 |
| Deferred tax assets | 4,6 | 543,014 | 1 | 495,998 | 1 |
| Other non-current assets | 158 | - | 158 | - | |
| Total non-current assets | 38,837,398 | 69 | 41,059,313 | 74 | |
| Total assets | $56,121,384 | 100 | $55,756,926 | 100 |
The accompanying notes are an integral part of parent company only financial statements
- 22 -
English translation of parent company only financial statements originally issued in Chinese
KINPO ELECTRONICS, INC.
PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED)
December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | As of December 31, 2025 | As of December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current liabilities | |||||
| Short-term borrowings | 4, 6 | $4,350,000 | 8 | $1,650,000 | 3 |
| Short-term notes and bills payable | 6 | - | - | 928,844 | 2 |
| Financial liabilities at fair value through profit or loss-current | 4, 6 | 14,060 | - | - | - |
| Contract liabilities-current | 4, 6 | 35,613 | - | 259,565 | - |
| Accounts payable | 237,256 | 1 | 273,997 | - | |
| Accounts payable to related parties | 7 | 14,681,732 | 26 | 12,663,572 | 23 |
| Other payables | 6 | 733,923 | 1 | 869,762 | 2 |
| Other payables to related parties | 7 | 136,332 | - | 40,361 | - |
| Current tax liabilities | 4, 5 | 213,879 | - | 11,857 | - |
| Current portion of long-term liabilities | 4, 6 | 2,667,000 | 5 | 2,240,000 | 4 |
| Other current liabilities, others | 265,980 | 1 | 279,132 | - | |
| Total current liabilities | 23,335,775 | 42 | 19,217,090 | 34 | |
| Non-current liabilities | |||||
| Long-term borrowings | 4,6 | 8,653,000 | 16 | 11,530,000 | 21 |
| Deferred tax liabilities | 4,6 | 1,156,960 | 2 | 1,150,256 | 2 |
| Net defined benefit liability, noncurrent | 4,6 | 244,205 | - | 279,060 | 1 |
| Other non-current liabilities, others | 4,6 | 3,599 | - | 3,499 | - |
| Total non-current liabilities | 10,057,764 | 18 | 12,962,815 | 24 | |
| Total liabilities | 33,393,539 | 60 | 32,179,905 | 58 | |
| Equity | |||||
| Share capital | 4,6 | ||||
| Ordinary share | 15,054,852 | 26 | 15,046,762 | 27 | |
| Capital surplus | 6 | 1,828,266 | 3 | 1,646,423 | 3 |
| Retained earnings | 6 | ||||
| Legal reserve | 676,824 | 1 | 508,557 | 1 | |
| Special reserve | 255,058 | 1 | 255,058 | - | |
| Unappropriated retained earnings | 2,194,197 | 4 | 1,823,862 | 3 | |
| Total retained earnings | 3,126,079 | 6 | 2,587,477 | 4 | |
| Total other equity interest | 2,718,648 | 5 | 4,425,780 | 8 | |
| Treasury shares | 4,6 | - | - | (129,421) | - |
| Total equity | 22,727,845 | 40 | 23,577,021 | 42 | |
| Total liabilities and equity | $56,121,384 | 100 | $55,756,926 | 100 |
The accompanying notes are an integral part of parent company only financial statements
English translation of parent company only financial statements originally issued in Chinese
KINPO ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Item | Notes | For the year ended December 31, 2025 | For the year ended December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenues | 4,6,7 | $11,189,311 | 100 | $8,238,173 | 100 |
| Operating costs | 6,7 | (8,966,226) | (80) | (6,970,836) | (85) |
| Gross profit from operations | 2,223,085 | 20 | 1,267,337 | 15 | |
| Unrealized profit from sales | (116,256) | (1) | (56,213) | ||
| Realized profit on from sales | 56,213 | - | 79,856 | 1 | |
| Gross profit from operations | 2,163,042 | 19 | 1,290,980 | 16 | |
| Operating expenses | 6,7 | ||||
| Selling expenses | (104,347) | (1) | (84,627) | (1) | |
| Administrative expenses | (802,966) | (7) | (643,991) | (8) | |
| Research and development expenses | (319,852) | (3) | (308,700) | (4) | |
| Total operating expenses | (1,227,165) | (11) | (1,037,318) | (13) | |
| Net operating income | 935,877 | 8 | 253,662 | 3 | |
| Non-operating income and expenses | 6,7 | ||||
| Interest income | 192,614 | 2 | 257,227 | 3 | |
| Other income | 600,839 | 5 | 212,537 | 2 | |
| Other gains and losses, net | 145,697 | 1 | (149,794) | (2) | |
| Finance costs, net | (386,096) | (3) | (418,931) | (5) | |
| Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method, net | 403,306 | 4 | 1,537,298 | 19 | |
| Total non-operating income and expenses | 956,360 | 9 | 1,438,337 | 17 | |
| Profit before tax | 1,892,237 | 17 | 1,691,999 | 20 | |
| Income tax expense | 4,6 | (321,111) | (3) | (45,576) | - |
| Profit | 1,571,126 | 14 | 1,646,423 | 20 | |
| Other comprehensive income | 6 | ||||
| Components of other comprehensive income that will not be reclassified to profit or loss: | |||||
| Gains (losses) on remeasurements of defined benefits plans | (3,928) | - | 39,954 | - | |
| Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (1,135,130) | (10) | (310,681) | (4) | |
| Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | (36,122) | - | 11,956 | - | |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6,467 | - | (12,500) | - | |
| Components of other comprehensive income that will be reclassified to profit or loss: | |||||
| Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | (748,926) | (7) | 1,161,120 | 14 | |
| Income tax related to components of other comprehensive income that will be reclassified to profit or loss | 140,067 | 1 | (214,127) | (3) | |
| Total other comprehensive (loss) income | (1,777,572) | (16) | 675,722 | 7 | |
| Total comprehensive income | $(206,446) | (2) | $2,322,145 | 27 | |
| Earnings per share | 6 | ||||
| Basic earnings per share | $1.05 | $1.11 | |||
| Diluted earnings per share | $1.04 | $1.11 |
The accompanying notes are an integral part of parent company only financial statements
English translation of parent company only financial statements originally issued in Chinese
KINPO ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
| Item | Share capital | Capital surplus | Retained earnings | Other equity interest | Treasury shares | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income | Others | |||||
| Balance on January 1, 2024 | $15,007,312 | $1,571,647 | $495,321 | $255,058 | $599,022 | $(1,231,543) | $5,021,909 | $(27,017) | $(230,380) | $21,461,329 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 13,236 | - | (13,236) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (444,602) | - | - | - | - | (444,602) |
| Other changes in capital surplus: | ||||||||||
| Changes in equity of associates and joint ventures accounted for using equity method | - | (11,845) | - | - | (854) | - | - | 21,119 | - | 8,420 |
| Profit for the year ended December 31, 2024 | - | - | - | - | 1,646,423 | - | - | - | - | 1,646,423 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 35,407 | 947,530 | (306,679) | (536) | - | 675,722 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 1,681,830 | 947,530 | (306,679) | (536) | - | 2,322,145 |
| Changes in ownership interests in subsidiaries | - | 5,106 | - | - | 2,699 | - | - | - | - | 7,805 |
| Share-based payments | 39,450 | 81,019 | - | - | - | - | - | - | 100,959 | 221,428 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (997) | - | 997 | - | - | - |
| Others | - | 496 | - | - | - | - | - | - | - | 496 |
| Balance on December 31, 2024 | $15,046,762 | $1,646,423 | $508,557 | $255,058 | $1,823,862 | $(284,013) | $4,716,227 | $(6,434) | $(129,421) | $23,577,021 |
| Balance on January 1, 2025 | $15,046,762 | $1,646,423 | $508,557 | $255,058 | $1,823,862 | $(284,013) | $4,716,227 | $(6,434) | $(129,421) | $23,577,021 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 168,267 | - | (168,267) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (902,871) | - | - | - | - | (902,871) |
| Other changes in capital surplus: | ||||||||||
| Changes in equity of associates and joint ventures accounted for using equity method | - | 8,696 | - | - | (472) | - | - | 5,115 | - | 13,339 |
| Profit for the year ended December 31, 2025 | - | - | - | - | 1,571,126 | - | - | - | - | 1,571,126 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | (7,897) | (608,859) | (1,160,816) | - | - | (1,777,572) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 1,563,229 | (608,859) | (1,160,816) | - | - | (206,446) |
| Changes in ownership interests in subsidiaries | - | 59,088 | - | - | (63,856) | - | - | - | - | (4,768) |
| Share-based payments | 8,090 | 113,097 | - | - | - | - | - | - | 129,421 | 250,608 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (57,428) | - | 57,428 | - | - | - |
| Others | - | 962 | - | - | - | - | - | - | - | 962 |
| Balance on December 31, 2025 | $15,054,852 | $1,828,266 | $676,824 | $255,058 | $2,194,197 | $(892,872) | $3,612,839 | $(1,319) | $- | $22,727,845 |
The accompanying notes are an integral part of parent company only financial statements
English translation of parent company only financial statements originally issued in Chinese
KINPO ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
| Item | For the year ended December 31, 2025 | For the year ended December 31, 2024 |
|---|---|---|
| Amount | Amount | |
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $1,892,237 | $1,691,999 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 22,621 | 22,590 |
| Amortization expense | 104,404 | 39,948 |
| Net (gains) losses on financial assets or liabilities at fair value through profit or loss | (145,558) | (14,152) |
| Interest expense | 379,051 | 408,357 |
| Interest income | (192,614) | (257,227) |
| Dividend income | (228,484) | (196,863) |
| Share-based payments | 64,747 | 44,845 |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (403,306) | (1,537,298) |
| Losses (gains) on disposal of property, plant and equipment | - | (9) |
| Losses (gains) on disposal of non-current assets classified as held for sale | (11,131) | - |
| Unrealized profit from sales | 60,043 | (23,643) |
| Others | - | 977 |
| Changes in operating assets and liabilities: | ||
| Decrease (increase) in notes receivable | (36) | - |
| Decrease (increase) in accounts receivable | (3,505,567) | (1,395,998) |
| Decrease (increase) in accounts receivable due from related parties | 1,130,369 | 705,618 |
| Decrease (increase) in other receivable | (290,495) | 104,832 |
| Decrease (increase) in other receivable due from related parties | 331,774 | 1,074,224 |
| Decrease (increase) in inventories | - | 12,126 |
| Decrease (increase) in prepayments | 3,166 | (8,237) |
| Decrease (increase) in other current assets | (52,111) | 192,864 |
| Increase (decrease) in contract liabilities | (223,952) | (296,893) |
| Increase (decrease) in accounts payable | (36,741) | 167,986 |
| Increase (decrease) in accounts payable to related parties | 2,018,160 | 1,768,479 |
| Increase (decrease) in other payable | (124,786) | 259,044 |
| Increase (decrease) in other payable to related parties | 95,971 | (65,805) |
| Increase (decrease) in other current liabilities | (13,152) | (22,945) |
| Increase (decrease) in net defined benefit liability | (38,783) | (54,621) |
| Cash inflow (outflow) generated from operations: | 835,827 | 2,620,198 |
| Interest received | 195,565 | 291,495 |
| Interest paid | (378,843) | (410,523) |
| Income taxes refund (paid) | (12,867) | (26,213) |
| Net cash flows from (used in) operating activities | 639,682 | 2,474,957 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (29,314) | - |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 212 | - |
| Acquisition of financial assets at fair value through profit or loss | (334,700) | - |
| Acquisition of investments accounted for using equity method | (36,298) | - |
| Proceeds from disposal of investments accounted for using equity method | 6,297 | - |
| Proceeds from disposal of non-current assets classified as held for sale | 28,085 | - |
| Acquisition of property, plant and equipment | (3,624) | (2,433) |
| Proceeds from disposal of property, plant and equipment | - | 3,106 |
| Acquisition of intangible assets | (106,816) | (148,810) |
| Decrease in other non-current assets | - | 46 |
| Dividends received | 1,277,367 | 1,071,932 |
| Net cash flows from (used in) investing activities | 801,209 | 923,841 |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 2,700,000 | - |
| Decrease in short-term loans | - | (3,320,000) |
| Decrease in short-term notes and bills payable | (930,000) | (770,000) |
| Proceeds from long-term debt | 8,568,360 | 6,600,000 |
| Repayments of long-term debt | (11,018,360) | (5,400,000) |
| Increase in other non-current liabilities | 100 | 888 |
| Cash dividends paid | (902,871) | (444,602) |
| Exercise of employee share options | 8,988 | 45,022 |
| Employee purchase treasury shares | 131,966 | 102,514 |
| Other financing activities | 979 | - |
| Net cash flows from (used in) financing activities | (1,440,838) | (3,186,178) |
| Net increase (decrease) in cash and cash equivalents | 53 | 212,620 |
| Cash and cash equivalents at the beginning of year | 1,187,280 | 974,660 |
| Cash and cash equivalents at the end of year | $1,187,333 | $1,187,280 |
The accompanying notes are an integral part of parent company only financial statements
English translation of consolidated financial statements originally issued in Chinese
KINPO ELECTRONICS, INC. CO., LTD, AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of December 31, 2025 | As of December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| Cash and cash equivalents | 4, 6 | $13,851,982 | 12 | $9,627,264 | 8 |
| Financial assets at fair value through profit or loss-current | 4, 6 | 246,191 | - | 1,403,717 | 1 |
| Financial assets at fair value through other comprehensive income-current | 4, 6 | 16,841 | - | 24,334 | - |
| Financial assets at amortised cost-current | 4, 6, 8 | 2,108 | - | 17,711 | - |
| Notes receivable, net | 4, 6 | 520 | - | 8,079 | - |
| Accounts receivable, net | 4, 6 | 26,307,930 | 22 | 26,042,959 | 23 |
| Accounts receivable due from related parties, net | 4, 6, 7 | 7,924,365 | 7 | 12,920,778 | 12 |
| Other receivables | 4, 6, 12 | 3,483,570 | 3 | 2,689,779 | 2 |
| Other receivables due from related parties | 4, 7 | 57,813 | - | 46,299 | - |
| Current tax assets | 78,874 | - | 111,738 | - | |
| Inventories, net | 4, 6 | 21,507,397 | 18 | 20,422,683 | 18 |
| Prepayments | 6 | 1,657,855 | 1 | 1,430,009 | 1 |
| Non-current assets classified as held for sale, net | 4, 6 | 828,962 | 1 | 528,686 | - |
| Other current assets | 1,149,071 | 1 | 574,008 | - | |
| Total current assets | 77,113,479 | 65 | 75,848,044 | 65 | |
| Non-current assets | |||||
| Financial assets at fair value through profit or loss-noncurrent | 4, 6 | 314,700 | - | - | - |
| Financial assets at fair value through other comprehensive income-noncurrent | 4, 6 | 5,032,099 | 4 | 6,131,721 | 5 |
| Financial assets at amortised cost-noncurrent | 4, 6, 8 | 3,846 | - | 3,875 | - |
| Investments accounted for using equity method | 4, 6 | 5,905,133 | 5 | 6,101,222 | 5 |
| Property, plant and equipment | 4, 6, 8 | 23,186,928 | 20 | 24,702,571 | 22 |
| Right-of-use assets | 4, 6, 8 | 1,259,806 | 1 | 1,346,489 | 1 |
| Investment property, net | 4, 6 | 123,766 | - | 135,044 | - |
| Intangible assets | 4, 6 | 1,601,697 | 2 | 463,986 | - |
| Deferred tax assets | 4, 6 | 1,195,011 | 1 | 1,118,905 | 1 |
| Other non-current assets | 6 | 2,464,368 | 2 | 1,076,806 | 1 |
| Total non-current assets | 41,087,354 | 35 | 41,080,619 | 35 | |
| Total assets | $118,200,833 | 100 | $116,928,663 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
English translation of consolidated financial statements originally issued in Chinese
KINPO ELECTRONICS, INC. CO., LTD, AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|
| Accounts | Note | Amount | % | Amount | % |
| Current liabilities | |||||
| Short-term borrowings | 4, 6 | $20,591,659 | 17 | $9,804,696 | 8 |
| Short-term notes and bills payable | 4, 6 | 100,000 | - | 1,078,844 | 1 |
| Financial liabilities at fair value through profit or loss-current | 4, 6 | 35,633 | - | - | - |
| Contract liabilities-current | 4, 6 | 525,738 | 1 | 1,237,706 | 1 |
| Notes payable | - | - | 1,759 | - | |
| Accounts payable | 22,604,141 | 19 | 22,155,894 | 20 | |
| Trade payables to related parties | 7 | 6,187,969 | 5 | 7,496,611 | 6 |
| Other payables | 6, 12 | 5,715,855 | 5 | 6,530,549 | 6 |
| Other payables to related parties | 7 | 1,709 | - | 101,577 | - |
| Current tax liabilities | 668,620 | 1 | 500,097 | - | |
| Non-current assets classified as held Liabilities | 4, 6 | - | - | 109,526 | - |
| Leases liabilities-current | 4, 6 | 118,838 | - | 73,557 | - |
| Current portion of long-term liabilities | 4, 6 | 6,158,954 | 5 | 2,607,677 | 2 |
| Other current liabilities - others | 2,663,124 | 2 | 1,436,533 | 1 | |
| Total current liabilities | 65,372,240 | 55 | 53,135,026 | 45 | |
| Non-current liabilities | |||||
| Long-term borrowings | 4, 6 | 13,712,110 | 12 | 23,890,832 | 21 |
| Deferred tax liabilities | 4, 6 | 1,368,543 | 1 | 1,366,030 | 1 |
| Leases liabilities, noncurrent | 4, 6 | 143,917 | - | 140,460 | - |
| Net defined benefit liabilities, noncurrent | 4, 6 | 758,364 | 1 | 735,897 | 1 |
| Other Non current liabilities - others | 232,948 | - | 69,224 | - | |
| Total non-current liabilities | 16,215,882 | 14 | 26,202,443 | 23 | |
| Total liabilities | 81,588,122 | 69 | 79,337,469 | 68 | |
| Equity attributable to owners of the parent | |||||
| Share capital | 6 | ||||
| Ordinary share | 15,054,852 | 13 | 15,046,762 | 13 | |
| Capital surplus | 6 | 1,828,266 | 2 | 1,646,423 | 1 |
| Retained earnings | 6 | ||||
| Legal reserve | 676,824 | 1 | 508,557 | - | |
| Special reserve | 255,058 | - | 255,058 | - | |
| Unappropriated retained earnings | 2,194,197 | 2 | 1,823,862 | 2 | |
| Total retained earnings | 3,126,079 | 3 | 2,587,477 | 2 | |
| Other equity | 2,718,648 | 2 | 4,425,780 | 4 | |
| Treasury shares | 4, 6 | - | - | (129,421) | - |
| Total equity attributable to owners of the parent | 22,727,845 | 20 | 23,577,021 | 20 | |
| Non-controlling interests | 6 | 13,884,866 | 11 | 14,014,173 | 12 |
| Total equity | 36,612,711 | 31 | 37,591,194 | 32 | |
| Total liabilities and equity | $118,200,833 | 100 | $116,928,663 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
English translation of consolidated financial statements originally issued in Chinese
KINPO ELECTRONICS, INC. CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Item | Note | For the year ended December 31, 2025 | For the year ended December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenue | 4, 6, 7 | $163,498,976 | 100 | $164,405,392 | 100 |
| Operating costs | 6, 7 | (153,173,864) | (94) | (154,122,741) | (94) |
| Gross profit from operations | 10,325,112 | 6 | 10,282,651 | 6 | |
| Operating expenses | 6, 7 | ||||
| Selling expenses | (1,802,643) | (1) | (1,229,067) | (1) | |
| Administrative expenses | (2,969,357) | (2) | (3,033,907) | (2) | |
| Research and development expenses | (1,530,401) | (1) | (1,626,979) | (1) | |
| Impairment gain and reversal of impairment loss (impaired loss) determined in accordance with IFRS 9 | (34,732) | - | (42,866) | - | |
| Total operating expenses | (6,337,133) | (4) | (5,932,819) | (4) | |
| Net operating income | 3,987,979 | 2 | 4,349,832 | 2 | |
| Non-operating income and expenses | 4, 6 | ||||
| Interest income | 558,189 | - | 706,903 | - | |
| Other income | 424,126 | - | 467,225 | - | |
| Other gains and losses, net | (823,845) | - | (712,117) | - | |
| Finance costs, net | (1,316,624) | (1) | (1,598,491) | (1) | |
| Share of profit (loss) of associates and joint ventures accounted for using equity method, net | 2,142 | - | (121,144) | - | |
| Total non-operating income and expenses | (1,156,012) | (1) | (1,257,624) | (1) | |
| Profit before tax | 2,831,967 | 1 | 3,092,208 | 1 | |
| Income tax expense | 4, 6 | (682,653) | - | (697,574) | - |
| Profit | 2,149,314 | 1 | 2,394,634 | 1 | |
| Other comprehensive income | 6 | ||||
| Components of other comprehensive income that will not be reclassified to profit or loss: | |||||
| Gains (losses) on remeasurements of defined benefit plans | (16,133) | - | 35,980 | - | |
| Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (1,127,002) | (1) | (310,733) | - | |
| Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | (36,759) | - | 16,497 | - | |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6,467 | - | (12,500) | - | |
| Components of other comprehensive income that will be reclassified to profit or loss: | |||||
| Exchange differences on translation | (1,029,291) | - | 1,269,661 | 1 | |
| Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | (76,778) | - | 173,240 | - | |
| Other components of other comprehensive income that will be reclassified to profit or loss | - | - | (1,343) | - | |
| Income tax related to components of other comprehensive income that will be reclassified to profit or loss | 140,067 | - | (214,127) | - | |
| Total other comprehensive (loss) income | (2,139,429) | (1) | 956,675 | 1 | |
| Total comprehensive income | $9,885 | - | $3,351,309 | 2 | |
| Net income attributable to: | |||||
| Owners of parent | $1,571,126 | 1 | $1,646,423 | 1 | |
| Non-controlling interests | 578,188 | - | 748,211 | - | |
| Total | $2,149,314 | 1 | $2,394,634 | 1 | |
| Comprehensive income attributable to: | |||||
| Owners of parent | $2,06,446 | - | $2,322,145 | 1 | |
| Non-controlling interests | 216,331 | - | 1,029,164 | 1 | |
| Total | $9,885 | - | $3,351,309 | 2 | |
| Earnings per share (in dollars) | 6 | ||||
| Basic earnings per share | $1.05 | $1.11 | |||
| Diluted earnings per share | $1.04 | $1.11 |
The accompanying notes are an integral part of the consolidated financial statements.
English translation of consolidated financial statements originally issued in Chinese
KINPO ELECTRONICS, INC. CO., LTD, AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Items | Equity attributable to owners of the parent | Non-controlling interests | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus | Retained earnings | Other equity | Treasury shares | Total equity attributable to owners of parent | |||||||
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income | Others | |||||||
| Balance on January 1, 2024 | $15,007,312 | $1,571,647 | $495,321 | $255,058 | $599,022 | $(1,231,543) | $5,021,909 | $(27,017) | $(230,380) | $21,461,329 | $13,093,347 | $34,554,676 |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve appropriated Cash | - | - | 13,236 | - | (13,236) | - | - | - | - | - | - | - |
| dividends of ordinary share | - | - | - | - | (444,602) | - | - | - | - | (444,602) | - | (444,602) |
| Other changes in capital surplus: | ||||||||||||
| Changes in equity of associates and joint ventures accounted for using equity method | - | (11,845) | - | - | (854) | - | - | 21,119 | - | 8,420 | - | 8,420 |
| Net income for the year ended December 31, 2024 | - | - | - | - | 1,646,423 | - | - | - | - | 1,646,423 | 748,211 | 2,394,634 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 35,407 | 947,530 | (306,679) | (536) | - | 675,722 | 280,953 | 956,675 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 1,681,830 | 947,530 | (306,679) | (536) | - | 2,322,145 | 1,029,164 | 3,351,309 |
| Changes in ownership interests in subsidiaries | - | 5,106 | - | - | 2,699 | - | - | - | - | 7,805 | 544,323 | 552,128 |
| Share-based payments | 39,450 | 81,019 | - | - | - | - | - | - | 100,959 | 221,428 | 28,842 | 250,270 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (997) | - | 997 | - | - | - | - | - |
| Others | - | 496 | - | - | - | - | - | - | - | 496 | (681,503) | (681,007) |
| Balance on December 31, 2024 | $15,046,762 | $1,646,423 | $508,557 | $255,058 | $1,823,862 | $(284,013) | $4,716,227 | $(6,434) | $(129,421) | $23,577,021 | $14,014,173 | $37,591,194 |
| Balance as of January 1, 2025 | $15,046,762 | $1,646,423 | $508,557 | $255,058 | $1,823,862 | $(284,013) | $4,716,227 | $(6,434) | $(129,421) | $23,577,021 | $14,014,173 | $37,591,194 |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve appropriated Cash | - | - | 168,267 | - | (168,267) | - | - | - | - | - | - | - |
| dividends of ordinary share | - | - | - | - | (902,871) | - | - | - | - | (902,871) | - | (902,871) |
| Other changes in capital surplus: | ||||||||||||
| Changes in equity of associates and joint ventures accounted for using equity method | - | 8,696 | - | - | (472) | - | - | 5,115 | - | 13,339 | - | 13,339 |
| Net income for the year ended December 31, 2025 | - | - | - | - | 1,571,126 | - | - | - | - | 1,571,126 | 578,188 | 2,149,314 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | (7,897) | (608,859) | (1,160,816) | - | - | (1,777,572) | (361,857) | (2,139,429) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 1,563,229 | (608,859) | (1,160,816) | - | - | (206,446) | 216,331 | 9,885 |
| Changes in ownership interests in subsidiaries | - | 59,088 | - | - | (63,856) | - | - | - | - | (4,768) | 32,586 | 27,818 |
| Share-based payments | 8,090 | 113,097 | - | - | - | - | - | - | 129,421 | 250,608 | 43,686 | 294,294 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (57,428) | - | 57,428 | - | - | - | - | - |
| Others | - | 962 | - | - | - | - | - | - | - | 962 | (421,910) | (420,948) |
| Balance as of December 31, 2025 | $15,054,852 | $1,828,266 | $676,824 | $255,058 | $2,194,197 | $(892,872) | $3,612,839 | $(1,319) | $- | $22,727,845 | $13,884,866 | $36,612,711 |
The accompanying notes are an integral part of the after consolidated financial statements.
English translation of consolidated financial statements originally issued in Chinese
KINPO ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Item | For the year ended December 31, 2025 | For the year ended December 31, 2024 |
|---|---|---|
| Amount | Amount | |
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $2,831,967 | $3,092,208 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 2,553,439 | 2,878,975 |
| Amortization expense | 182,606 | 155,242 |
| Expected credit loss (gain) | 34,732 | 42,866 |
| Net losses (gains) on financial assets or liabilities at fair value through profit or loss | 35,633 | 15,081 |
| Interest expense | 1,282,774 | 1,457,383 |
| Interest income | (558,189) | (706,903) |
| Dividend income | (228,484) | (196,863) |
| Share-based payments | 186,994 | 103,963 |
| Share of loss (profit) of associates and joint ventures accounted for using equity method | (2,142) | 121,144 |
| Losses (gains) on disposal of property, plant and equipment | 77,719 | 54,043 |
| Losses (gains) on disposal of non-current assets classified as held for sale | (24,590) | - |
| Losses (gains) on disposal of investments | - | (908) |
| Impairment losses (gains) on non-financial assets | 20,126 | (201) |
| Other adjustments to reconcile profit (loss) | 26,271 | 7,215 |
| Changes in operating assets and liabilities: | ||
| Decrease (increase) in financial assets at fair value through profit or loss, mandatorily measured at fair value | - | (49,773) |
| Decrease (increase) in notes receivable | 7,559 | 8,035 |
| Decrease (increase) in accounts receivable | 2,566,859 | (3,737,788) |
| Decrease (increase) in accounts receivable due from related parties | 4,996,413 | (3,429,541) |
| Decrease (increase) in other receivable | (1,367,635) | 237,854 |
| Decrease (increase) in other receivable due from related parties | (11,514) | 1,345 |
| Decrease (increase) in inventories | 1,158,094 | (1,625,402) |
| Decrease (increase) in prepayments | (582,019) | (184,968) |
| Decrease (increase) in other current assets | (575,063) | 333,487 |
| Increase (decrease) in contract liabilities | (711,968) | (59,745) |
| Increase (decrease) in notes payable | (1,759) | 115 |
| Increase (decrease) in accounts payable | (3,260,023) | 6,576,522 |
| Increase (decrease) in accounts payable to related parties | (1,308,642) | 1,009,236 |
| Increase (decrease) in other payable | (1,063,698) | (932) |
| Increase (decrease) in other payable to related parties | (99,868) | 100,161 |
| Increase (decrease) in other current liabilities | 1,223,626 | (511,999) |
| Increase (decrease) in net defined benefit liability | 2,714 | 46,445 |
| Cash inflow (outflow) generated from operations: | 7,391,932 | 5,736,297 |
| Interest received | 554,472 | 726,042 |
| Interest paid | (1,298,072) | (1,508,631) |
| Income taxes paid | (443,008) | (492,473) |
| Net cash flows from (used in) operating activities | 6,205,324 | 4,461,235 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (29,314) | - |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 46,822 |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 212 | - |
| Acquisition of financial assets at amortised cost | (311) | (5,576) |
| Proceeds from disposal of financial assets at amortised cost | - | 7,294 |
| Proceeds from repayments of financial assets at amortised cost | 27,076 | 5,631 |
| Acquisition of financial assets at fair value through profit or loss | (334,700) | - |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 2,527 | - |
| Acquisition of investments accounted for using equity method | (2,008) | - |
| Net cash flows generated from acquisition of subsidiaries | 385,470 | - |
| Disposal of non-current assets classified as held for sale | 202,775 | - |
| Acquisition of property, plant and equipment | (3,183,308) | (1,995,953) |
| Proceeds from disposal of property, plant and equipment | 526,616 | 272,547 |
| Acquisition of intangible assets | (138,263) | (185,306) |
| Increase in other non-current assets | (26,482) | 57,873 |
| Increase in prepayments for business facilities | (252,566) | (136,254) |
| Interest received | - | 196,526 |
| Dividends received | 311,661 | 390,702 |
| Other investing activities | - | 908 |
| Net cash flows from (used in) investing activities | (2,510,615) | (1,344,786) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 37,831,745 | 30,162,861 |
| Decrease in short-term loans | (27,976,618) | (39,641,636) |
| Decrease in short-term notes | (978,844) | (620,000) |
| Proceeds from long-term debt | 25,387,599 | 12,147,234 |
| Repayments of long-term debt | (32,353,220) | (13,079,630) |
| Repayments of lease liabilities | (148,746) | (115,816) |
| Decrease in other non-current liabilities | (17,903) | (3,944) |
| Cash dividends paid | (902,871) | (444,602) |
| Employee execute stock options | 8,988 | 45,022 |
| Employee purchase treasury shares | 131,966 | 102,514 |
| Change in non-controlling interests | (626,164) | (133,303) |
| Other financing activities | 979 | - |
| Net cash flows from (used in) financing activities | 356,911 | (11,581,300) |
| Effect of exchange rate changes on cash and cash equivalents | 173,098 | 1,385,169 |
| Net increase (decrease) in cash and cash equivalents | 4,214,718 | (7,079,682) |
| Cash and cash equivalents at the beginning of period | 9,627,264 | 16,866,858 |
| Cash and cash equivalents at the end of period | $13,851,982 | $9,787,176 |
| Cash and cash equivalents reported in the statement of financial position | $13,851,982 | $9,627,264 |
| Cash and cash equivalents classified to as held for sale (or disposal groups) | - | 159,912 |
| Cash and cash equivalents at the end of period | $13,851,982 | $9,787,176 |
The accompanying notes are an integral part of consolidated financial statements.
Ratification Items
Item 2
Proposed by the Board
To Approve the 2025 Earnings Distribution
Notes :
(1) For distributing 2025 earnings, the Board has prepared the following earnings distribution table in accordance with relevant laws and regulations and Company's Articles of Incorporation.
(2) The below is proposed for ratification:

Unit: NT$
| Item | Amount |
|---|---|
| Unappropriated retained earnings of previous years | 752,722,734 |
| Add: Net income of 2025 | 1,571,126,388 |
| Less: Actuarial gains and losses from defined benefits plan in 2025 | (7,897,334) |
| Less: Disposal of investments in equity instruments designated at fair value through other comprehensive income | (57,427,161) |
| Less: Capital surplus, changes in equity of investment in associates and joint ventures accounted for using equity method | (64,327,761) |
| Appropriated items: | |
| Less: 10% Legal reserve | (144,147,413) |
| Retained earnings available for distribution in 2025 | 2,050,049,453 |
| Distributable items: | |
| Less: Dividend to shareholders (NT$0.6 per share) | (903,352,927) |
| Unappropriated retained earnings of 2025 | 1,146,696,526 |
Chairman:

General Manager:

Accounting Manager:

Resolution:
- 32 -
Discussion Items
- 33 -
Discussion Items
Item 1
Proposed by the Board
To Lift the Non-compete Restrictions on Directors
Notes :
(1) Directors may conduct business for himself/herself/itself or on another's behalf, whereby the scope of such business coincides with the scope of the Company's business, propose to lift non-compete restrictions in accordance with Article 209 of the Company Act, it is required to explain the important contents of their actions to the shareholders' meeting and obtain permission.
(2) The circumstances under which the current director candidates (including independent directors) concurrently hold key positions in other companies (please refer to pages 34). It is proposed to waive the restriction imposed by the non-competition covenant; hereby submitted for resolution.
Resolution:
- 34 -
Kinpo Electronics, Inc.
Information of directors concurrently holding important positions in other companies
| Title | Name | Company and Title | |
|---|---|---|---|
| Chairperson/Chief Strategy Officer | Hsu, Chieh-Li | Chairperson | Taiwan Waseda International Network Foundation, OmniOn Power (Taiwan) Inc. |
| Vice Chairman | Japan-Taiwan Trade Association, Taiwan Association of Information and Communication Standards | ||
| Director | Fusionite Corporation, Republic of China Trade Education Foundation, OmniOn Power (India) Private Limited, OmniOn Power Mumbai Private Limited, Cloud Computing & IoT Association in Taiwan | ||
| Other | Power Station Holdings Ltd. Taiwan Branch (Mauritius) Manager | ||
| Director | Taiwan Venture Capital Co., Ltd. Ko, Charng-Chyi | Supervisor | Beijing Sintong Biotech Co., Ltd. |
| Director | Ho, Mei-Yueh | Director | Onward Therapeutics, Inc. |
| Director | Ruey Shinn Co., Ltd. Chen, Hsin-Tso | Chairperson | Rayspeed Biotech Co., Ltd. |
| Director | Taiwania Capital Biotechnology VIII Corporation, Genki Compal Long-Term Care Corporation Aggregate | ||
| Independent Director | Wu, Chung-Fern | Independent Director | International Integrated Systems, Inc. |
| Independent Director | Chiu, Tai-Shan | Consultant | CTBC Bank |
| Independent Director | Sysgration Ltd. | ||
| Independent Director | Hu, Gin-Ing | Chairperson | Invista Investment Co., Ltd. |
| Director | Benefit Life International Limited, Zhongxing Agriculture and Forestry Development Co., Ltd. | ||
| Supervisor | SmartBee Intelligence Co., Ltd., He Mei Industrial Co., Ltd. |
- 35 -
Special Motions
- 36 -
Adjournment
Appendix
APPENDIX I
Kinpo Electronics, Inc.
Articles of Incorporation
Chapter One General Provisions
Article 1
The Company is incorporated as a company limited by shares under the provisions set forth in the Company Act in the full Chinese name of 金寶電子工業股份有限公司 and the full English name of Kinpo Electronics, Inc.
Article 2
The lines of business of the Company shall include the following:
- CB01020 Office Machine Manufacturing
- CB01990 Other Machinery Manufacturing Not Elsewhere Classified
- CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
- CC01060 Wired Communication Equipment and Apparatus Manufacturing
- CC01070 Telecommunication Equipment and Apparatus Manufacturing
- CC01080 Electronic Parts and Components Manufacturing
- CC01110 Computers and Computing Peripheral Equipment Manufacturing
- E601020 Electric Appliance Installation
- E603050 Cybernation Equipment Construction
- E604010 Machinery Installation Construction
- E605010 Computing Equipment Installation
- F111090 Wholesale of Building Materials
- F113010 Wholesale of Machinery
- F113020 Wholesale of Household Appliance
- F113030 Wholesale of Precision Instruments
- F113050 Wholesale of Computing and Business Machinery Equipment
- F113070 Wholesale of Telecom Instruments
- F113110 Wholesale of Batteries
- F113990 Wholesale of Other Machinery and Equipment
- F118010 Wholesale of Computer Software
- F119010 Wholesale of Electronic Materials
- F211010 Retail Sale of Building Materials
- F213010 Retail Sale of Household Appliance
- F213030 Retail Sale of Computing and Business Machinery Equipment
- F213040 Retail Sale of Precision Instruments
- F213060 Retail Sale of Telecom Instruments
- F213080 Retail Sale of Machinery and Equipment
- F213110 Retail Sale of Batteries
- F218010 Retail Sale of Computer Software
- F219010 Retail Sale of Electronic Materials
- F213990 Retail Sale of Other Machinery and Equipment
- F401010 International Trade
- I199990 Other Consultancy
-
I301010 Software Design Services
-
37 -
- I301020 Data Processing Services
- I301030 Digital Information Supply Services
- IG02010 Research Development Service
- JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops
- H703100 Real Estate Rental and Leasing
- F108031 Wholesale of Drugs, Medical Goods
- F208031 Retail Sale of Medical Equipment
- CC01101 Retrained Telecom Radio Frequency Equipment and Materials Manufacturing
- F401021 Retrained Telecom Radio Frequency Equipment and Materials Import
- ZZ99999 All business items that are not prohibited or restricted by law, except those are subject to special approval.
Article 3
The Company may, in line with its business needs, provide guarantees externally.
The total amount of the Company's reinvestment may exceed 40% of the Company's paid-in capital.
Article 4
The head office of the Company is located in Taipei, Taiwan. The Company may, as approved by the resolution of the Board of Directors, set up branch offices or factories in compliance with applicable laws and regulations in Taiwan or abroad when necessary.
Chapter Two Shares
Article 5
The total amount of the Company's authorized capital shall be two billion New Taiwan Dollars (NT$ 2,000,000,000) divided into two billion shares with a par value of ten New Taiwan Dollars (NT$ 10) per share, to be issued in installments, including one hundred fifty million shares retained for the exercise of share subscriptions from the rights of stock warrants or bonds attached with warrants.
Article 6
The share certificates of the Company shall be serial numbered, signed by or affixed with the seals of Directors representing the Company, and be validated pursuant to the law before they are issued.
The Company may issue shares without printing share certificates, but shall have the shares registered with Taiwan Depository and Clearing Corporation and act pursuant to any of the Depository's regulations.
Article 7
Employee's subscription of new shares, employee subscription warrants, restricted stock awards, treasury stocks transferred to employees, etc. shall only be available to employees of holding or subordinate companies meeting certain specific requirements.
Article 8
Shareholders shall provide their real names and residential addresses to the Company or
- 38 -
the agent of the Company's shareholder services, and they should also provide the specimens of their signatures or seals to the Company or the agent of the Company's shareholder services for documentation.
Article 9
The shareholder services of the Company, including the transferring, inheritance, and gifting of shares, reporting of loss of share certificates, pledging of stock rights, and other matters such as reporting of loss or change of signatures or seals, change of address, and collection of dividends or other interests, shall be conducted in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless otherwise prescribed by other applicable laws and regulations.
Article 10
Registration for transfer of shares shall be suspended for a period of sixty days before the convention of an annual general meeting of shareholders, thirty days before an extraordinary general meeting of shareholders, or within five days before the base date on which the dividends, bonuses, or other interests to be paid out by the Company.
Chapter Three Shareholders' Meeting
Article 11
Shareholders' meeting shall be of two types, namely the annual and extraordinary general meeting of shareholders, with the former convened by the Board of Directors, in accordance with the law, regularly once a year within six months after the close of each fiscal year, and the latter convened, in accordance with the law, when necessary.
Article 12
In case a shareholder is unable to attend a shareholders' meeting for any cause, such shareholder may issue a proxy, specifying the scope of authorization for a representative to be present on the shareholder's behalf, in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meeting of Public Companies.
When the company's shareholders' meeting is held, it may be held by video conference or other methods announced by the central competent authority.
Article 13
A shareholders' meeting shall be presided over by the Chairman of the Company. In case the Chairman is on leave or unable to perform his or her duty and power for any cause, the Chairman shall designate one director to act as the chairperson for the meeting; if no such designation is made, the directors of the Board shall elect one among themselves.
Article 14
A shareholder of the Company shall have one vote for each share held.
Article 15
Unless otherwise provided for under the Company Act, a resolution shall be made at a shareholders' meeting by the shareholders holding and representing a majority of the total number the outstanding shares issued and at which meeting a majority of the shareholders present shall vote in favor of it.
- 39 -
Chapter Four Directors and Functional Committees
Article 16
The Company shall have five to eleven directors whom shall be elected by shareholders through candidate nomination system from the list of nominees. The number of independent directors shall not be less than three and shall not be less than one fifth of the seats in the Board of Directors.
The professional qualifications, shareholding, restrictions on concurrent positions held, method of nomination and election, and other compliance matters with respect to independent directors shall be conducted in accordance with applicable laws and regulations.
The total number of registered shares owned by all directors of the Board of Directors of the Company shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies as promulgated by the Securities and Futures Bureau of the Financial Supervisory Commission.
Article 17
A director shall be elected for a term of three years and may be re-elected for consecutive terms. In the situation when a director's term of office has reached expiration but the next election has not yet to take place, such director's service shall be extended till the following term of directors assume office.
The Company may purchase liability insurance for the directors during their term of office to cover the indemnity which may arise from within the scope of their business duty and responsibilities in accordance with laws.
Article 18
In the situation when the vacancy in the Board of Directors has reached one third of the number of total members, or when all independent directors are dismissed, the Board of Directors shall convene an extraordinary shareholders' meeting within sixty days to elect succeeding directors whose term of office shall be limited to fulfill the remaining period of their predecessors.
Article 19
The Board of Directors is organized by directors. The Chairman of the Board of Directors shall be elected from among the attending directors by a majority vote and with the attendance over two thirds of the seats in a meeting of the Board of Directors. The Chairman shall execute all business matters in accordance with applicable laws and regulations, and the resolutions made at the meetings of shareholders and the Board of Directors.
Directors shall attend the meetings of the Board of Directors in person. A director, when unavailable to attend the meeting in person, may issue a proxy specifying the scope of authorization with respect to the subject of the meeting to authorize another director to attend the meeting on his or her behalf. Nevertheless, a director is limited to receive such authorization from only one other director each time.
At the time when a meeting of the Board of the Directors is conducted in the form of a video conference, a director shall be deemed as attending in person if attending the meeting through video conferencing system.
- 40 -
Article 20
The duty and power of the Board of Directors are specified as below:
- To appoint, dismiss, and approve the compensations of managerial officers and to approve the non-competition clause on managerial officers
- To decide and amend the Company's business policy
- To review the Company's budgetary plan and financial statement
- To determine the distribution of earnings or the loss offsetting proposal
- Upon the amount of endorsement, guarantee, and acceptance provided to the related parties in excess of the limit prescribed by the Board of Directors, any excess shall be submitted to the Board of Directors for approval.
- Upon the amount of borrowing from external sources and credits offered to external parties in excess of the limit prescribed by the Board of Directors, any excess shall be submitted to the Board of Directors for approval.
- To establish, adjust and remove any important internal body of the Company and to formulate and amend the content of the Articles of Incorporation.
- To decide the prices of securities for private equity placement and the method for selecting specific places.
- To exercise other duties and powers granted in accordance with laws and regulations and by the shareholders' meetings.
Article 21
In order to ensure its performance in monitoring and strengthen its management, the Board of Directors may set up various functional committees with their organizational charters be separately formulated in accordance with applicable laws and regulations and the Company's guidelines.
The Company shall set up the Audit Committee organized by all of the independent directors in accordance with the Article 14-4 of the Securities and Exchange Act.
The Audit Committee shall be responsible of exercising a supervisor's duty and power as provided in the Company Act, the Securities and Exchange Act and other applicable laws and regulations.
Article 22
Regardless whether the Company makes profits or suffers losses, the Company shall pay the directors remunerations for their services for the Company. The aforesaid remunerations of all the directors shall be determined based on the extent of their participation in the Company's operation and their contribution, at the same time with reference to the general level in the industry, by the Company's Remuneration Committee and submitted to the Board of Directors for discussion and approval.
Article 23
Prior to the convention of a meeting of the Board of Directors, a meeting notice in which specifies the subject shall be sent to directors seven days in advance. However, a meeting may be called at anytime under urgent circumstances.
The afore-mentioned meeting notice may be sent via fax or email.
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Chapter Five Managerial Officer
Article 24
The Company may appoint a multiple number of managerial officers whose appointment, dismissal and compensations shall be conducted in accordance with the Article 29 of the Company Act.
Chapter Six Distribution of Earnings after Closing
Article 25
The Company's fiscal year is determined as the dates of solar calendar. After the close of each fiscal year, the Board of Directors shall provide and submit the following reports to the shareholders' meeting for acceptance in accordance with the legal procedures.
- Business Report
- Financial Statement
- Proposals regarding earning distribution or loss offsetting
Article 26
The Company, if profitable in the year, shall set aside no less than 2% of the profit as compensation for the employees (Including the allocation of no less than 0.5% for base-level employee remuneration) and no higher than 2% as remuneration for the directors. However, the Company, when accumulated losses remain on the account, shall reserve a portion of its earnings to offset the losses first.
The afore-mentioned profit of the year refers to the earnings before tax excluding the deduction of compensations for the employees and remunerations for the directors.
The proposals with respect to the distribution percentages of the employees' compensation and the directors' remunerations and the employees' compensation to be paid in cash or by stock shall be consented by a majority of the attending directors with the attendance of over two thirds of the seats in a meeting of the Board of Directors. The resolutions made by the Board shall then be reported to the shareholders' meeting.
Employees' compensation in the form of cash or stock shall only be paid to employees controlling or subordinate companies meeting certain specific requirements.
Article 26-1
The Company's earnings of the year, if any, shall be allocated to pay taxes and offset the accumulated losses from previous years first, and then set aside 10% as legal reserve. However, this limitation does not apply when the legal reserve has reached the company's paid-in capital. The Company shall then appropriate or reverse a certain amount as special reserve in compliance with applicable laws or regulatory requirements. The remaining earnings, if any, may be put together with the retained earnings at the beginning of the fiscal year and the adjustment amount of the undistributed earnings of the year. The Board shall propose a distribution proposal according to the circumstances. Where profit distribution will be in form of issuing new shares, the shareholders' meeting shall deliberate and approve before shares are issued for profit distribution.
Where part or all of dividends and bonuses, capital reserve or legal reserve are distributed in cash, a Board meeting is convened. Two-thirds of the Board shall attend the meeting and one-half of the attending Directors shall vote for the proposal and then report to the
shareholders' meeting before the cash issuing.
With respect to the aforementioned distribution of dividends, the earnings distributable of the year may be paid out in full in consideration of the Company's financial, business and management arrangements. The cash dividends shall not be less than 10% of the total of the cash and stock dividends distributed of the year.
Chapter Seven Supplementary Provisions
Article 27
With regard to the matters not provided for in these Articles of Incorporations, the Company Act, the Securities and Exchange Act and other applicable laws and regulations shall govern.
Article 28
The Company's internal organizational charter and operational procedures shall be additionally determined by the resolutions of the Board of Directors.
Article 29
These Articles of Incorporation were enacted on March 29, 1973, and amended on June 30, 1975 for the first time, amended on August 2, 1975 for the second time, amended on July 25, 1976 for the third time, amended on June 6, 1977 for the fourth time, amended on July 25, 1978 for the fifth time, amended on November 26, 1979 for the sixth time, amended on June 1, 1980 for the seventh time, amended on January 25, 1981 for the eighth time, amended on February 26, 1981 for the ninth time, amended on November 18, 1981 for the tenth time, amended on December 13, 1981 for the eleventh time, amended on March 24, 1982 for the twelfth time, amended on December 27, 1982 for the thirteenth time, amended on January 3, 1983 for the fourteenth time, amended on November 30, 1983 for the fifteenth time, amended on February 20, 1984 for the sixteenth time, amended on April 6, 1986 for the seventeenth time, amended on May 7, 1987 for the eighteenth time, amended on February 1, 1988 for the nineteenth time, amended on November 26, 1988 for the twentieth time, amended on April 2, 1989 for the twenty-first time, amended on April 23, 1989 for the twenty-second time, amended on April 16, 1990 for the twenty-third time, amended on April 9, 1991 for the twenty-fourth time, amended on April 15, 1992 for the twenty-fifth time, amended on April 16, 1993 for the twenty-sixth time, amended on March 31, 1994 for the twenty-seventh time, amended on April 8, 1995 for the twenty-eighth time, amended on April 11, 1996 for the twenty-ninth time, amended on June 6, 1997 for the thirtieth time, amended on April 15, 1998 for the thirty-first time, amended on May 25, 1999 for the thirty-second time, amended on April 18, 2000 for the thirty-third time, amended on April 10, 2001 for the thirty-forth time, amended on April 10, 2001 for the thirty-fifth time, amended on May 28, 2002 for the thirty-sixth time, amended on May 27, 2003 for the thirty-seventh time, amended on May 27, 2004 for the thirty-eighth time, amended on May 31, 2005 for the thirty-ninth time, amended on June 14, 2006 for the fortieth time, amended on June 12, 2007 for the forty-first time, amended on June 16, 2008 for the forty-second time, amended on June 10, 2009 for the forty-third time, amended on June 15, 2010 for the forty-fourth time, amended on June 15, 2011 for the forty-fifth time, amended on June 19, 2012 for the forty-sixth time, amended on June 13, 2013 for the forty-seventh time, amended on June 24, 2014 for the forty-eighth time, amended on June 22, 2015 for the forty-ninth time, amended on June 22, 2016 for the fiftieth time, amended on June 24, 2019 for the fifty-first time, amended on June 27, 2022 for the fifty-second time, and amended on June 3, 2025 for the fifty-third time.
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APPENDIX II
Kinpo Electronics, Inc.
Rules of Procedure for Shareholders' Meeting
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This rules of procedures ("Rules") shall govern the Company's shareholder meetings ("Meeting(s)"), except as otherwise governed by laws or regulations. Anything not stipulated in these Rules shall be handled in accordance with the Company Act, the Securities and Exchange Act, the Company's Articles of Association, and other relevant laws and regulations.
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The Company shall provide a sign-in sheet at every Meeting for attending shareholders to sign. Shareholders may also sign-in by submitting sign-in cards.
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Attendance and voting at Meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in sheet and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised in the written format or electronically.
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The venue for Meetings shall be held at the premises of the Company or another location that is appropriate to hold the Meeting, and convenient for the Shareholders. Meetings shall not commence before nine (9) am or after three (3) pm. 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 Meeting.
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Where the Meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall preside over the Meeting. Where the Chairman is unable to (or otherwise unavailable to) preside over the Meeting, the Vice Chairman of the Board of Directors shall act in place of the Chairman. Where the Vice Chairman is unable to (or otherwise unavailable to) preside over the Meeting, the Chairman shall designate a Managing Director to preside over the Meeting, or, if there is no Managing Director, one of the Directors shall be appointed to act as Chairman. Where the Chairman does not make such designation, the Managing Director or Director shall select from among themselves one person to serve as the Chairman.
If the Meeting is convened by a party with power to convene the Meeting other than the Board of Directors, such convening party shall preside over the Meeting. When there are two or more convening parties, they shall mutually select a chair from among themselves.
Changes to how the Company convenes its Meeting shall be resolved by the Board of Directors, and shall be made no later than the dispatch of the Meeting notice.
- For virtual 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 Meeting in person.
Shareholders shall attend Meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
In the event of a virtual Meeting, shareholders wishing to attend the Meeting online shall register with the Company two days before the Meeting date.
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The Company may appoint attorney, CPA, or related persons retained by it to attend the Meetings. All staff handling Meetings shall wear appropriate identifying badges or arm bands.
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The entire proceedings of the Meetings shall be recorded via audio or video recording and such recording shall be retained for a minimum of one year.
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The Chairman shall call the Meetings to order at the scheduled time. If attending shareholders do not represent a majority of the total number of issued shares at the scheduled commencement time of the Meetings, the Chairman may announce a postponement, provided that no more than two such postponements, for a combined total exceeding one hour, may be made. If a quorum is still not met after two postponements but the attending Shareholders represent more than one-third of the total numbers of issued shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Meeting shall be convened within one month. In the event of a virtual Meeting, shareholders intending to attend the Meeting online shall re-register to the Company in accordance with Article 6.
At any time before the conclusion of the Meeting, if the attending shareholders represent a majority of the total issued shares, the Chairman may resubmit the tentative resolution(s) for a vote by the Meeting in accordance with Article 174 of the Company Act.
- If the Meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in the order set in the agenda.
The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.
Unless otherwise resolved at the Meeting, the Chairman cannot announce adjournment of the Meeting before the Meeting agenda (including extempore motion) set pursuant to the preceding two paragraphs is concluded.
After the Meeting is adjourned, the shareholders cannot designate any other person as Chairman and continue the Meeting, whether in the same location or any other location.
However, in the event that the Chairman adjourns the Meeting in violation of these Rules, the attending shareholders may elect by a majority of votes represented by the attending shareholders, one person as Chairman to continue the Meeting.
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- When an attending shareholder wishes to speak, a speech note shall be filled out and submitted with summary of the key points, the shareholder's number (or the number on the attendance card) and the account name of the shareholder. The order in which shareholders will speak shall be determined by the Chairman. Shareholders who submit a speech note but do not speak will be considered as not having spoken. If the content of the speech differs from what is recorded on the speech note, the actual speech content shall prevail.
The content of a shareholder's speech shall be specific, clear, and related to items on the motion. Otherwise, the Chairman has the right to stop the speech.
While the shareholder's speaking, no other shareholder may interrupt except with the permission of both the Chairman and the speaking shareholder. If this rule is violated, the Chairman shall intervene to stop the interruption.
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Unless otherwise permitted by the Chairman, a shareholder may not speak more than twice on the same motion. Each shareholder speech shall be limited to five minutes, extendable upon approval by the Chairman by three additional minutes. If a shareholder's speech violates the provisions of the preceding paragraph or goes beyond the scope of the motion items, the Chairman may stop the speech.
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When a juristic person is appointed to attend the Meeting as proxy, only one person may be appointed as representative to attend the Meeting.
When a juristic shareholder appoints two or more representatives to attend the Meeting, a letter of appointment shall be prepared and only one of the representatives so appointed is allowed to speak on the same motion.
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After an attending shareholder has spoken, the Chairman may respond personally or designate relevant personnel to reply.
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If the Chairman determines in his or her discretion that there's been sufficient discussions to put it to a vote, the Chairman may close the discussion and proceed to voting on the motion.
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The Chairman shall appoint the scrutineer and vote counter(s) on the motion, provided the scrutineer shall be a Shareholder. The voting results shall be announced on-site and duly recorded.
When the Company convenes a virtual Meeting, after the Chairman declares the Meeting open, shareholders attending the Meeting online shall cast votes on proposals and elections on the virtual Meeting platform before the Chairman announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual Meeting, votes shall be counted at once after the Chairman announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid Meeting, if shareholders who have registered to attend the Meeting online in accordance with Article 6 decide to attend the Meeting
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in person, they shall revoke their registration two days before the Meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the Meeting online.
When shareholders exercise voting rights in the written format or by electronic means, and they have not withdrawn the declaration of intent and attended the Meeting online, except for extempore 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.
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The Chairman may set time for intermission at his or her discretion.
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Unless otherwise provided for by the Company Act and the Company's Articles of Association, a resolution to be approved requires an affirmative vote of a majority of the voting rights represented by the attending shareholders.
When a motion comes to a vote at the Meeting, if no objections are raised after Chairman's consultation with all attending shareholders, it is deemed as approved, with the same validity as a voting resolution.
When a shareholder appoints a proxy to attend the Meeting, and one person is concurrently appointed as proxy by two or more Shareholders, the voting rights represented by such proxy shall not exceed 3% of the total voting rights of the issued shares. Any voting right exceeding this limit shall not be counted.
When there is a potential conflict of interest that may harm the interests of the Company, the individual involved may not participate in the voting process, and the individual is also prohibited from acting as a proxy to exercise voting rights on behalf of other shareholders.
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When there are amendments or alternative proposals to the same motion, the Chairman shall determine the order in which they will be put to a vote, including the original proposal. If one of the proposals has already been approved, the other proposals are deemed rejected and no further voting shall be required.
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The Chairman may instruct proctors (or security personnel) to assist in maintaining order at the Meeting place. Proctors (or security personnel) assisting in maintaining order at the Meeting place should wear armbands labeled with the word "Proctor".
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In the case of a virtual Meeting, if the virtual Meeting platform or participation in the virtual Meeting is obstructed due to natural disasters, accidents or other force majeure events, and the obstruction continues for more than 30 minutes, the Meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For the Meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected Meeting online shall not attend the postponed or resumed session.
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For the Meeting to be postponed or resumed under the first paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected Meeting and have successfully signed in the Meeting, but do not attend the postpone or resumed session, at the affected 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 the Meeting held under the first 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 Meeting, and the virtual meeting cannot continue as described in the first paragraph, if the total number of shares represented at the Meeting, after deducting those represented by shareholders attending the virtual Meeting online, still meets the minimum legal requirement for the Meeting, then the Meeting shall continue, and not postponement or resumption thereof under the first paragraph so required.
Under the circumstances where the Meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual Meeting online shall be counted towards the total number of shares represented by shareholders present at the Meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on the meeting agenda of that Meeting.
- This Rules (and any amendments thereto) shall be effective upon approval by the Meeting.
This 1st Amendment was made by the Annual General Meeting on May 28, 2002
This 2nd Amendment was made by the Annual General Meeting on May 30, 2023
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APPENDIX III
Kinpo Electronics, Inc.
Shareholding of All Directors
- In accordance with Article 26 of the Securities and Exchange Law and the provisions of the shareholding ratio and inspection implementation rules for directors and supervisors of public offering companies; the legal minimum number of shares held by the current directors of the Company is as follows:
As of March 27, 2026
| Number of ordinary shares of issued by the Company | 1,505,781,211 shares |
|---|---|
| The legal minimum number of shares held by all directors | 36,138,749 shares |
| The number of shares held by all directors | 137,131,874 shares |
Note 1: The Company has established an audit committee, so there is no legal shareholding requirement for supervisors.
Note 2: The shareholdings of independent directors do not count towards the number of shares held by the directors.
- The number of shares held by the current directors as of March 27, 2026, the date of cessation of transfers at this meeting of shareholders:
| Title | Name | As recorded as of the date of cessation of transfers | |
|---|---|---|---|
| Shares held | Shareholding ratio | ||
| Chairperson | Hsu, Chieh-Li | 9,363,230 | 0.62% |
| Director | Ho Bao Investment Co., Ltd. | ||
| Representive: Hsu, Sheng-Hsiung | 30,000,000 | 1.99% | |
| Director | Panpal Technology Corp. | ||
| Representive: Chen, Wei-Chang | 69,369,644 | 4.61% | |
| Director | Taiwan Venture Capital Co., Ltd. | ||
| Representive: Ko, Charng-Chyi | 370,000 | 0.02% | |
| Director | Ho, Mei-Yueh | 0 | 0.00% |
| Director | Ruey Shinn Co., Ltd. | ||
| Representive: Chen, Hsin-Tso | 28,029,000 | 1.86% | |
| Director | Hsu, Chieh-Cheng | 0 | 0.00% |
| Independent Director | Hsieh, Fa-Dah | 0 | 0.00% |
| Independent Director | Wu, Chung-Fern | 0 | 0.00% |
| Independent Director | Chiu, Tai-Shan | 0 | 0.00% |
| Independent Director | Hu, Gin-Ing | 0 | 0.00% |
| The number and percentage of shares held by all directors | 137,131,874 | 9.10% |
APPENDIX IV
Other Explanatory Matters:
Status of Shareholder Proposals for This Annual General Meeting
- In accordance with Articles 172-1 of the Company Act, the period for accepting shareholder proposals for the Company's 2026 Annual General Meeting was from March 13, 2026 to March 23, 2026.
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During the opening period above, there was no proposal from any shareholder holding more than 1% of the total issued shares of the company.
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