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KINSUS — AGM Information 2026
Apr 24, 2026
52304_rns_2026-04-24_a89279b0-d4b0-421f-b18f-96e382dbc163.pdf
AGM Information
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Stock Code: 3189
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
KINSUS INTERCONNECT TECHNOLOGY CORP.
Handbook for the 2026 Annual Meeting of Shareholders
Meeting Date: May 27th, 2026
Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City (i.e. Kinsus Shih-Lei plant)
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Table of Contents
| Section | Page |
|---|---|
| I. Meeting Procedure | 1 |
| II. Meeting Agenda | 2 |
| 1. Items to be reported. | 3 |
| 2. Items to be approved. | 3 |
| 3. Items to be discussed. | 4 |
| 4. Other Questions and Motions. | 7 |
| III. Attachment | |
| 1. The 2025 Business Report. | 8 |
| 2. Audit Committee’s Review Report. | 13 |
| 3. The 2025 financial statements accompanied with an audit report. | 14 |
| 4. The distribution schedule of 2025 earnings. | 35 |
| 5. Comparison for amendment to Articles of Incorporation | 36 |
| IV. Reference | |
| 1. Rules of Procedure for Shareholder Meetings. | 37 |
| 2. Articles of Incorporation. | 40 |
| 3. Current Shareholding by Directors. | 46 |
| 4. Other Information. | 47 |
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Procedure for the 2026 Annual Meeting of Shareholders
I. Chairperson Declares the Starting of the Meeting
II. Chairperson’s Opening Statements
III. Items To Be Reported
IV. Items To Be Approved
V. Items To Be Discussed
VI. Other Questions and Motions
VII. Adjournment
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Agenda for the 2026 of Annual Meeting of Shareholders
Convening method: entity shareholders meeting
Time: 9:00 a.m., May 27th (Wednesday), 2026
Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City
(Kinsus Shih-Lei plant)
I. Chairperson Declares the Starting of the Meeting
II. Chairperson’s Opening Statements
III. Items To Be Reported
1. The 2025 Business Report
2. Audit Committee’s Review Report on the 2025 Financial Statements
3. To report 2025 Employees’ and directors’ Compensation
4. To report the 2025 Earnings Distribution of dividends
IV. Items To be Approved
1. To approve 2025 Business Report, Consolidated Financial Statements and Parent-company-only Financial Statements (Proposed by the Board of Directors)
2. To approve the proposal for 2025 earnings distribution (Proposed by the Board of Directors)
V. Items to Be Discussed
1. To Amend the Company’s Article of Incorporation (Proposed by the Board of Directors)
2. Private placement of common shares (Proposed by the Board of Directors)
VI. Other Questions and Motions
VII. Adjournment
I. Items To Be Reported
(1) The 2025 Business Report
Explanatory Notes: Please refer to Attachment I. (Page 8 to 12)
(2) Audit Committee’s Review Report on the 2025 Financial Statements
Explanatory Notes: Please refer to Attachment II. (Page 13)
(3) To report 2025 Employees’ and Directors’ Compensation
Explanatory Notes:
a. Based on the Company’s the Article of Incorporation, Article 24, the Company’s employees’ and directors’ compensation shall be at no less than 10% and no more than 1% of the “income before tax and employees’ and directors’ compensation”, respectively, if profits in current year is made. No lower than 25% of employee remuneration shall be allocated to grassroots employee.
b. The Company’s board of directors has resolved to pay out 2025 directors’ and employees’ compensation in amount of NT$12,793,000 and NT$219,306,000 (including NT$76,442,000 allocated as compensation to frontline employees), respectively, if profits in current year is made.
(4) To report the 2025 Earnings Distribution of dividends.
Explanatory Notes:
a. Based on the Company’s Article of Incorporation, article 24-1, authorize the Company’s board of directors to resolve to pay out cash dividend NT$1.75 per share in amount of NT$799,620,430.
b. Please include in other income of the company, if too trivial to one NT dollar, to specific shareholders. The measurement date will be decided by the Chairman under the authorization.
c. Please authorize the Chairman to adjust, in good faith, the ratio of dividend per share, based on the shares outstanding on the record date for distribution, to the extent of no change in the resolved total amount to be distributed to shareholders.
II. Items To Be Approved
(1) To approve 2025 Business Report, Consolidated Financial Statements and Parent-Company-Only Financial Statements (Proposed by the Board of Directors)
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Explanatory Notes:
a. The Company’s Business Report, Consolidated Financial Statements and Parent-Company-Only Financial Statements have been reviewed by Audit Committee and hereby proposed for the shareholders’ approval. Among these documentations, the Parent-Company-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young, Taiwan.
b. For details, please refer to page 8-12 of Attachment I and page 14-34 of Attachment III to the Meeting Handbook.
Resolution:
(2) To approve the proposal for 2025 earnings distribution (Proposed by the Board of Directors)
Explanatory Notes:
a. The Company's after-tax net income in 2025 was NT$1,595,936,460. After withdrawing the legal reserve and reversing the special reserve, the Company makes the earnings distribution table in accordance with its Articles.
b. The 2025 earnings distribution table is shown in Attachment IV (page 35) to the Meeting Handbook for reference.
Resolution:
III. Items To Be Discussed
- Amendment to the Articles of Incorporation (Proposed by the Board of Directors)
Explanatory Notes:
For comparison for amendment to the Article of Incorporation, please refer to Attachment V (Page 36).
Resolution:
- Conduct a private placement of common shares (Proposed by the Board of Directors)
Explanatory Notes:
(1) The funds raised will be used for pursuing cooperation with strategic investors and concurrently replenishing working capital. The Company, in accordance with
Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, is limited to no more than 100,000,000 common shares. Based on the current market, the issuance authorized by the board of directors may be conducted in one or multiple tranches (maximum of three times) within one year from the date of the shareholders' meeting resolution. The relevant information is as follows:
A. Pricing basis of private placement and its reasonableness:
a. The price for the private placement of common shares shall be set at no less than 80% of the higher price calculated based on the above two standards before the pricing date.
(i) The simple arithmetic average of the closing prices of common shares over one, three, or five business days before the pricing date, adjusted to reflect the exclusion the impact of stock dividends and cash dividends, and adding back the share price adjustment resulting from a capital reduction; or
(ii) The simple arithmetic average of the closing prices of common shares over the 30 business days before the pricing date, adjusted to reflect the exclusion of the impact of stock dividends and cash dividends, and adding back the share price adjustment resulting from a capital reduction.
b. The actual pricing date and the actual issuance price shall be within the range of not less than the majority of the resolution of the shareholders' meeting, and the board of directors is authorized to decide based on the circumstances of the specific person and market conditions in the future.
c. The basis for setting the aforementioned private placement price complies with the provisions of "Directions for Public Companies Conducting Private Placements of Securities" and also considers that there are strict restrictions on the transfer time, objects and quantity of private placement common shares. Therefore, the setting of this private placement price should be reasonable. It is not expected to have a significant impact on shareholders' rights and interests.
B. Method and purpose of selecting special person, necessity, and expected benefits:
a. Selection method and purpose: The targets of this private placement of common shares shall be specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act, the Letter Jin-Guan-Zheng-Fa-Zi No. 1120383220 issued by the FSC on September 12, 2023, and relevant directives such as the "Directions for Public Companies Conducting Private Placements of Securities. The subscribers of this private placement shall be limited to strategic investors. The Company
seeks opportunities for technical collaboration or strategic alliances with leading domestic and international industry players while also strengthening its operating capital.
b. Necessity: To respond to the rapid changes in the global market and strengthen the Company's growth momentum, the Company intends to introduce strategic investors through a private placement of common shares via a cash capital increase. This will enhance competitiveness and provide significant benefits and necessity for the Company's long-term business development.
c. Expected benefits: After the introduction of strategic investors, a strategic partnership will be established to reduce the Company's operational risks. On the other hand, it will replenish working capital, enhancing the future operational performance and benefits of the Company.
d. Currently, no strategic investors have been confirmed.
C. Necessity of conducting the private placement
a. Reason for conducting non-public offering: In order to introduce strategic partners in response to the company's long-term development and to stabilize and strengthen the company's product market operation competitiveness, and considering factors such as the capital market conditions, issuance costs, the fundraising timeliness and the restriction that privately placed shares cannot be freely transferred within three years, a private placement is more suitable to ensure and strengthen a closer long-term partnership with strategic investors. Therefore, the Company intends to proceed with a private placement for a cash capital increase rather than a public offering.
b. Amount limit of the private placement: Limited to no more than 100,000,000 common shares, and may be conducted in one or multiple tranches (maximum of three times) within one year from the date of the shareholders' meeting resolution. The actual fundraising quota is planned to be authorized by the board of directors based on the current market conditions, the company's actual needs, and the status of negotiations with specific persons.
c. Use of the funds raised in this private placement: The funds raised will be used for pursuing opportunities for technological cooperation or strategic alliances with domestic and international companies. And concurrently replenish working capital.
d. Expected benefits: After the introduction of strategic investors, a strategic partnership will be established to reduce the Company's operational risks. On the other hand, it will replenish working capital,
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enhancing the future operational performance and benefits of the Company.
D. There was no material change in management control during the period from one year prior to the board resolution for the private placement of securities to one year after the delivery date of such privately placed securities, nor following the introduction of strategic investors through the private placement.
(2) The rights and obligations of the common shares issued in this private placement will be the same as those of the Company's existing common shares. However, in accordance with the Securities and Exchange Act, the common shares issued in this private placement and any subsequent shares distributed therefrom may not be resold within three years from the delivery date, except to the transferees specified under Article 43-8 of the Securities and Exchange Act. After the three-year period, the Company must obtain approval from the competent authority confirming compliance with listing standards and complete the supplementary public issuance procedures with the competent securities before applying for listing and trading.
(3) The main contents of the plan for private placement of common stock, including the actual number of private placement shares, the actual private placement price, and the selection of applicants, pricing date, record date, project items, use and status of funds, expected results and other related matters and so on, it is proposed to the shareholders' meeting to authorize the board of directors to handle it with full authority. And if changes are required due to approval by the competent authority or based on operational assessment or due to objective circumstances, it is proposed to authorize the board of directors to handle it with full authority.
(4) In addition to the scope of authorization mentioned above, it is proposed that the shareholders' meeting authorize the chairman to sign, negotiate and change all contracts and documents related to the issuance of common shares through private placement on behalf of the company, and to handle all matters necessary for the company to issue common shares through private placement.
(5) Independent directors' objections or reservations: None.
IV. Other Questions and Motions
V. Adjournment
Attachment I
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
2025 Business Report
1. 2025 Business Report
In 2025, the global macroeconomic environment and the technology-semiconductor industry experienced remarkable volatility and unexpected developments. From the impact on economic growth expectations caused by the United States' imposition of reciprocal tariffs, to the massive capital inflow into AI that later raised concerns about a potential investment bubble, the technology and semiconductor sectors went through the most significant fluctuations since the dot-com bubble of 2000. Uncertainty prevailed across the entire landscape.
At the beginning of 2025, the U.S. announced the implementation of reciprocal tariffs, prompting widespread speculation about sharply rising global inflation. In addition to creating substantial pricing pressures on essential goods such as food, textiles, machine tools, and automobiles, the tariffs also triggered expectations of notable declines in non-essential consumer electronics demand, including mobile phones and computers. However, in the second and third quarters, market behavior moved in the opposite direction. During the 90-day exemption period for the reciprocal tariffs, major consumer electronics manufacturers rushed to place urgent orders and build up inventory, creating a short-lived pull-in cycle. As a result, PC market growth was pushed up to 6%, significantly surpassing initial forecasts at the beginning of the year, as reflected in Prismark's global electronics growth report (Table 1).
| Billions USD | 2023 | '24/'23 | 2024 | '25E/'24 | 2025E | '26F/'25E | 2026F | 2029F | CAAGR '24-'29 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Computers | PC | 226 | 3.5% | 234 | 6.0% | 248 | 1.6% | 252 | 286 | 4.1% |
| Server/Data storage | 200 | 45.5% | 291 | 37.5% | 400 | 18.0% | 472 | 44 | 13.6% | |
| Other computer | 147 | -2.8% | 143 | 3.5% | 148 | 1.4% | 150 | 168 | 3.3% | |
| Communication | Mobile phones | 390 | 6.8% | 416 | 1.6% | 423 | 2.9% | 435 | 535 | 5.1% |
| Wired infracture | 161 | -3.4% | 156 | 9.0% | 170 | 6.1% | 180 | 203 | 5.5% | |
| Wireless infrastructure | 81 | -9.9% | 73 | 4.5% | 77 | 5.2% | 81 | 93 | 4.9% | |
| Consumer | TV | 87 | 0.7% | 87 | -2.6% | 85 | -2.1% | 83 | 78 | -2.3% |
| Audio Video/Personal | 143 | 1.0% | 144 | 6.2% | 153 | 3.1% | 158 | 176 | 4.1% | |
| Other consumer | 99 | -1.1% | 98 | 2.4% | 100 | 3.6% | 104 | 117 | 3.7% | |
| Automotive | 282 | -4.8% | 268 | 1.2% | 272 | 4.3% | 283 | 336 | 4.6% |
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| Billions USD | 2023 | '24/'23 | 2024 | '25E/'24 | 2025E | '26F/'25E | 2026F | 2029F | CAAGR '24-'29 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Industrial | 307 | 1.8% | 312 | 4.9% | 328 | 5.5% | 346 | 414 | 5.8% | |
| Medical | 138 | 4.7% | 144 | 5.6% | 152 | 5.1% | 160 | 181 | 4.7% | |
| Military /Aerospace | 172 | 8.7% | 187 | 8.0% | 202 | 7.4% | 217 | 251 | 6.1% | |
| Total | 2,431 | 5.0% | 2,554 | 7.9% | 2,756 | 5.9% | 2,920 | 3,388 | 5.8% |
Table 1. Global Electronics Market
Source: Prismark, November 2025
Expectations of rising inflation have also affected the growth of mobile phone products, particularly Chinese-branded smartphones. A conservative outlook is held toward U.S. smartphone brands as well. In addition to higher device prices and weakened consumer purchasing power, ongoing tensions between China and the United States are expected to further impact product sales. The global smartphone market is projected to grow by only $1.4\%$ in 2025, lower than initial expectations but consistent with the mid-year outlook.
In 2025, the key driving force of the technology and semiconductor industry is unquestionably the advancement of artificial intelligence (AI). Capital expenditures from the top four cloud service providers (CSPs) have increased significantly compared with 2024, and the enthusiastic rise in stock prices of the seven major AI companies in the U.S. market has fueled a comprehensive arms race to invest in computing infrastructure. In the semiconductor sector, NVIDIA continues to launch new AI GPUs that provide CSPs with greater training compute capabilities. Meanwhile, some CSPs are developing their own ASIC solutions, intensifying pressure on competitors to maintain or increase their capital expenditures for fear of falling behind. Reflecting this trend, the Server/Data Center segment is forecast to grow by $37.5\%$ , the highest among all technology product categories, as shown in Table 1.
This AI-driven growth momentum is expected to remain the dominant force over the next two years. Even if concerns regarding potential "AI inference overcapacity" arise, subsequent emerging applications will likely offset such risks. AI will continue to serve as the primary growth driver of the semiconductor industry over the next three years, although the specific content and market dynamics may shift. The key focus will lie in diversifying both product portfolios and customer bases.
Another product segment indirectly driven by AI is memory. Data centers and storage devices account for a substantial share of memory demand, to the extent that expectations for growth in consumer electronics such as smartphones and PCs in 2026 have been revised downward, with pessimistic scenarios even suggesting a possible decline. Nevertheless, memory demand growth is expected to contribute to the Company's revenue expansion in 2025 and remain a driver of growth in 2026.
Looking ahead over the next several years, the development outlook for IC substrates remains positive. Table 1 indicates that from 2024 to 2029, the overall substrate market is projected to achieve a compound annual growth rate (CAGR) of $5.8\%$ , with the Server/Data Center segment remaining the fastest-growing sector.
On the risk side, material shortages began to emerge in the second half of 2025, including shortages of raw materials such as glass fabric and copper foil. The continuing rise in copper and gold prices is expected to continue affecting revenue growth and compressing gross margins in 2026. Countermeasures include seeking new raw-material suppliers and implementing product price adjustments.
The Company's revenue in parent-company-only basis totaled to NT$32,349,689 thousand in 2025, increased by 38.82% compared to NT$23,303,299 thousand in 2024. Net income in parent-company-only basis was NT$1,595,936 thousand in 2025, increased by 3,164.41% compared to NT$48,889 thousand in 2024. The Company's consolidated revenue totaled to NT$39,351,096 thousand in 2025, increased by 28.87% compared to NT$30,534,979 thousand in 2024. The consolidated net income was NT$2,717,328 thousand in 2025, increased by 104.15% compared to NT$1,331,050 thousand in 2024. The operating results are as follows.
(In Thousands of New Taiwan Dollars Except for Earnings Per Share)
| Account
(In parent-company-only basis) | 2025 | 2024 | Growth Rate
(%) |
| --- | --- | --- | --- |
| Operating revenues | 32,349,689 | 23,303,299 | 38.82% |
| Gross profit | 4,121,901 | 4,567,200 | -9.75% |
| Operating income (losses) | 808,064 | (836,002) | 196.66% |
| Pre-tax income | 1,595,936 | 48,889 | 3,164.41% |
| Net income | 1,595,936 | 48,889 | 3,164.41% |
| Earnings per share (in NT$) | 3.51 | 0.11 | |
(In Thousands of New Taiwan Dollars Except for Earnings per Share)
| Account
(In consolidated basis) | 2025 | 2024 | Growth Rate
(%) |
| --- | --- | --- | --- |
| Operating revenues | 39,351,096 | 30,534,979 | 28.87% |
| Gross profit | 8,314,409 | 8,667,725 | -4.08% |
| Operating income | 2,669,813 | 1,095,419 | 143.73% |
| Pre-tax income | 3,087,205 | 1,603,188 | 92.57% |
| Net income | 2,717,328 | 1,331,050 | 104.15% |
| Net income/loss attributable to: | | | |
| Shareholders of the parent | 1,595,936 | 48,889 | |
| Non-controlling interests | 1,121,392 | 1,282,161 | |
| Earnings per share (in NT$) | 3.51 | 0.11 | |
- Summary of 2025 business plan:
(1) Business Policy
Since the Company's establishment, we have been upholding the principle of "Satisfying Customers and Pursuing for Excellence" as our business policy, developing leadership in
technique to meet market demand, mastering new generation product demands, investing engineering resources to stay ahead, and striving for better profit to benefit our shareholders under the intense competition.
The IC packaging substrates industry is developing in several technological directions; For example, multi-chip Wafer, high-integration packages (Chiplet), SiP modules, integrated antenna modules, high-frequency and high-speed applications, thin lines, thinning... etc. The company's R&D department continues to grasp the direction of technological development and customer demands, and will create differentiation with technology and quality to maintain the highest competitiveness.
(2) Expected Sales and Its Sources
According to Prismark research data, between 2024 and 2029, the compound annual growth rate (CAGR) of the IC substrate market is expected to reach 9.3%, outperforming the growth rates of other traditional printed circuit boards and HDI printed circuit boards (Refer to Table I). Among the various IC substrate categories, FCBGA is projected to experience the fastest growth, with a CAGR of up to 12.8%. When compared with the growth performance of the Company's individual product lines in 2025, the overall development trend is consistent with the above industry outlook. Looking ahead to 2026, the Company has formulated its business and revenue forecasts based on the same industry development trends.
(3) Significant Production and Marketing Policy
A. Strengthen the development of multi-chip packaging technology, and focus on process technology and match the development of high-frequency and high-speed materials to meet the needs of 5G/6G and automotive products.
B. Expanding the capacity of ABF FC-BGA substrate to match the medium and long-term development needs of multi-layer boards, high-frequency and high-speed.
C. Continue to participate in customers' R&D of glass core substrates and the material systems and processes required for co-package optics.
3. Company development strategy
We will aim at application of slim substrates of ABFFC-BGA, including thick core layer and thin core layer processes and memory and the techniques and products of SiP module and Wafer module in short-term, keeping up with the elemental global semiconductor developing trend of continuously miniature line width, aperture, and thickness in medium term, and developing complicated structural technique of active/passive components and direct wafer bonding in long term. By these development strategies, we are confident that the Company will definitely sustain our competitiveness in product market as well as in the technique.
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On the organizational front, we are leveraging the unique strengths of each site and integrating AI manufacturing elements. By gradually transitioning toward a profit center structure, we are laying the groundwork for a larger and more robust KINSUS Interconnect Technology Corp.
Chairman:
CEO:
Chief Accountant:
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Attachment II
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Consolidated Financial Statements, Parent-company-only Financial Statements and the proposal for distribution of earnings. Among these documentation, the financial statements have been audited by the auditors, Ernst & Young, and the audit reports relating to the Financial Statements have been granted. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be fairly presented by the Audit Committee members of Kinsus Interconnect Technology Corp. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit the review report to the Company’s shareholders.
Kinsus Interconnect Technology Corp.
Chairman of the Audit Committee: Lee, Ming-Yu
January 30th, 2026
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Attachment III
English Translation of an Audit Report Originally Issued in Chinese
INDEPENDENT AUDITORS' REPORT
To: the Board of Directors and Shareholders of
Kinsus Interconnect Technology Corp.
Opinion
We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (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 then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).
In our opinion, the parent-company-only financial statements referred to above present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2025 and 2024, and their parent-company-only financial performance and cash flows for the years then ended, 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 Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), 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 the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2025.
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.
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s revenue in the amount of NT$32,349,689 thousand for the year ended December 31, 2025 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multiple marketplaces, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on various sale terms and conditions with major clients. We therefore determined revenue recognition a key audit matter. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition in the sales cycle, taking samples to perform test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of revenue recognition from foreign warehouses with the timing of fulfilling performance obligation for sale agreement or orders, performing analytical review procedures on monthly sale revenues and the cut-off tests for a period before and after the balance sheet dates, etc. We have also considered the appropriateness of the revenue disclosure in Notes 4 and 6 to the parent-company-only financial statements.
Market valuation on Inventory
We determine the market valuation on inventory is one of the key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$3,496,925 thousand as of December 31, 2025. As the application market of substrate, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the inventory loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving and obsolete inventory, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Notes 5 and 6 to the parent-company-only financial statements.
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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 parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent-company-only financial statements, management is responsible for assessing the 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, are responsible for overseeing the financial reporting process of the Company.
Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent-company-only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain 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.
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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. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 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.
-
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 company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 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.
/s/Chang, Chih Ming
/s/Chen, Kuo Shuai
Ernst & Young
January 30th, 2026
Taipei, Taiwan,
Republic of China
Notice to Readers
The accompanying parent-company-only financial statements are intended only to present the parent-company-only financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such parent-company-only financial statements are those generally accepted and applied in the Republic of China on Taiwan.
Accordingly, the accompanying parent-company-only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, 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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English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp.
Parent-Company-Only Balance Sheets
As of December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Assets | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4, 6(1) | $9,581,439 | 15 | $11,842,940 | 18 |
| 1110 | Financial assets at fair value through profit or loss | 4, 6(2) | 302,108 | - | - | - |
| 1136 | Financial assets measured at amortized cost | 4, 6(3) | 980,057 | 1 | 20,057 | - |
| 1150 | Notes receivable, net | 4, 6(5) | - | - | 2,730 | - |
| 1170 | Accounts receivable, net | 4, 6(6) | 5,864,860 | 9 | 4,475,453 | 7 |
| 1180 | Accounts receivable - related parties, net | 4, 6(6), 7 | 866 | - | - | - |
| 1200 | Other receivables | 42,053 | - | 19,251 | - | |
| 1210 | Other receivables - related parties | 7 | 9,109 | - | 93,737 | - |
| 130x | Inventories, net | 4, 6(7) | 3,496,925 | 5 | 2,304,002 | 3 |
| 1410 | Prepayments | 467,007 | 1 | 838,684 | 1 | |
| 1470 | Other current assets | 96,493 | - | 89,383 | - | |
| 11XX | Total current assets | 20,840,917 | 31 | 19,686,237 | 29 | |
| Non-current assets | ||||||
| 1517 | Financial assets measured at fair value through other comprehensive income | 4, 6(4) | 432 | - | - | - |
| 1550 | Investment accounted for using equity method | 4, 6(8) | 6,138,865 | 9 | 6,173,458 | 9 |
| 1600 | Property, plant and equipment, net | 4, 6(9), 7, 9 | 31,644,802 | 48 | 28,635,339 | 43 |
| 1780 | Intangible assets | 4, 6(10) | 129,571 | - | 31,263 | - |
| 1840 | Deferred tax assets | 4, 6(28) | 9,593 | - | 9,593 | - |
| 1900 | Other non-current assets | 6(11), 6(18) | 67,597 | - | 53,189 | - |
| 1915 | Prepayment for equipment | 4, 6(9), 9 | 7,606,855 | 12 | 12,368,338 | 19 |
| 15XX | Total non-current assets | 45,597,715 | 69 | 47,271,180 | 71 | |
| 1XXX | Total Assets | $66,438,632 | 100 | $66,957,417 | 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp.
Parent-Company-Only Balance Sheets (Continued)
As of December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term loans | 6(12) | $2,000,000 | 3 | $2,100,000 | 3 |
| 2130 | Contract liability | 4, 6(22) | 1,004,458 | 2 | 1,048,779 | 2 |
| 2150 | Notes payable | 53,679 | - | 43,904 | - | |
| 2170 | Accounts payable | 3,002,969 | 5 | 2,257,284 | 3 | |
| 2180 | Accounts payable - related parties | 7 | 868,953 | 1 | 731,456 | 1 |
| 2200 | Other payables | 6(13), 7 | 3,859,824 | 6 | 3,383,494 | 5 |
| 2230 | Current tax liabilities | 4 | 791,273 | 1 | 794,683 | 1 |
| 2250 | Provisions | 4, 6(19) | 19,512 | - | - | - |
| 2300 | Other current liabilities | 6(14) | 4,264,054 | 6 | 3,074,091 | 5 |
| 2365 | Refund liability | 6(15) | 7,299 | - | 1,661 | - |
| 21XX | Total current liabilities | 15,872,021 | 24 | 13,435,352 | 20 | |
| Non-current liabilities | ||||||
| 2527 | Contract liability | 4, 6(22) | 2,102,961 | 3 | 3,131,445 | 5 |
| 2540 | Long-term loans | 6(16) | 10,742,752 | 16 | 13,230,420 | 20 |
| 2600 | Other non-current liabilities | 4, 6(17) | 4,989,133 | 8 | 5,507,905 | 8 |
| 25XX | Total non-current liabilities | 17,834,846 | 27 | 21,869,770 | 33 | |
| 2XXX | Total liabilities | 33,706,867 | 51 | 35,305,122 | 53 | |
| 31xx | Equity attributable to shareholders of the parent company | |||||
| 3100 | Capital | 6(20) | ||||
| 3110 | Common stock | 4,567,920 | 7 | 4,566,494 | 7 | |
| 3200 | Capital surplus | 6(20) | 7,375,477 | 11 | 7,357,577 | 11 |
| 3300 | Retained earnings | 6(20) | ||||
| 3310 | Legal reserve | 4,799,231 | 7 | 4,792,531 | 7 | |
| 3320 | Special reserve | 45,148 | - | 195,240 | - | |
| 3350 | Unappropriated earnings | 16,120,617 | 24 | 14,832,241 | 22 | |
| 3400 | Other components of equity | (176,628) | - | (91,788) | - | |
| 3XXX | Total equity | 32,731,765 | 49 | 31,652,295 | 47 | |
| Total liabilities and equity | $66,438,632 | 100 | $66,957,417 | 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenues | 4,6(22), 7 | $32,349,689 | 100 | $23,303,299 | 100 |
| 5000 | Operating costs | 7 | (28,227,788) | (87) | (18,736,099) | (80) |
| 5900 | Gross profit | 4,121,901 | 13 | 4,567,200 | 20 | |
| 6000 | Operating expenses | 7 | ||||
| 6100 | Sales and marketing | (315,326) | (1) | (264,401) | (1) | |
| 6200 | General and administrative | (1,222,608) | (4) | (3,381,050) | (14) | |
| 6300 | Research and development | (1,783,935) | (6) | (1,765,420) | (8) | |
| 6450 | Expected credit gains (losses) | 4,6(23) | 8,032 | - | 7,669 | - |
| Total operating expenses | (3,313,837) | (11) | (5,403,202) | (23) | ||
| 6900 | Operating income (losses) | 808,064 | 2 | (836,002) | (3) | |
| 7000 | Non-operating income and expenses | |||||
| 7100 | Interest income | 6(26) | 313,779 | 1 | 470,723 | 2 |
| 7010 | Other income | 6(26), 7 | 205,169 | 1 | 87,165 | - |
| 7020 | Other gains and losses | 6(26), 7 | 71,630 | - | 101,461 | - |
| 7050 | Finance costs | 6(26) | (319,948) | (1) | (324,412) | (1) |
| 7070 | Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method | 517,242 | 2 | 549,954 | 2 | |
| Total non-operating income and expenses | 787,872 | 3 | 884,891 | 3 | ||
| 7900 | Income before tax | 1,595,936 | 5 | 48,889 | - | |
| 7950 | Income tax expense | 4,6(28) | - | - | - | - |
| 8200 | Net income | 1,595,936 | 5 | 48,889 | - | |
| 8300 | Other comprehensive income | 6(27) | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | |||||
| 8311 | Remeasurements of the defined benefit plans | 5,664 | - | 17,813 | - | |
| 8316 | Unrealized gain (loss) on equity instrument investment measured at fair value through other comprehensive income | (16,518) | - | - | - | |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method-items that will not be reclassified to profit or loss | (14,655) | - | - | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8380 | Shares of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method - items that may be reclassified subsequently to profit or loss | (76,036) | - | 150,092 | - | |
| 8500 | Other comprehensive income, net of tax | (101,545) | - | 167,905 | - | |
| Total comprehensive income | $1,494,391 | 5 | $216,794 | - | ||
| Earnings per share (in NT$) | ||||||
| 9750 | Basic earnings per share (in NT$) | 6(29) | $3.51 | $0.11 | ||
| 9850 | Diluted earnings per share (in NT$) | 6(29) | $3.49 | $0.11 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinous Interconnect Technology Corp.
Parent-Company-Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | Common Stock | Capital Surplus | Retained Earnings | Other Components of equity | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange differences arising on translation of foreign operations | Unrealized gain (loss) on financial assets at fair value through other comprehensive income (loss) | Unearned Employee Benefit | |||||
| 3100 | 3200 | 3310 | 3320 | 3350 | 3410 | 3420 | 3490 | 3XXX | ||
| A1 | Balance as of January 1, 2024 | $4,544,231 | $7,153,073 | $4,789,190 | $147,938 | $15,270,310 | $(195,240) | $- | $(14,613) | $31,694,889 |
| Appropriation and distribution of 2023 earnings | ||||||||||
| B1 | Legal reserve | 3,341 | (3,341) | - | ||||||
| B3 | Special reserve reversed | 47,302 | (47,302) | - | ||||||
| B5 | Cash dividends - ordinary shares | (454,423) | (454,423) | |||||||
| C7 | Changes in associates and joint ventures accounted for using the equity method. | (7,298) | (7,298) | |||||||
| D1 | Net income for 2024 | 48,889 | 48,889 | |||||||
| D3 | Other comprehensive income for 2024 | 17,813 | 150,092 | 167,905 | ||||||
| D5 | Total comprehensive income | - | - | - | - | 66,702 | 150,092 | - | - | 216,794 |
| T1 | Restricted stock awards and others | 22,263 | 211,802 | 295 | - | (32,027) | 202,333 | |||
| Z1 | Balance as of December 31, 2024 | 4,566,494 | 7,357,577 | 4,792,531 | 195,240 | 14,832,241 | (45,148) | - | (46,640) | 31,652,295 |
| Appropriation and distribution of 2024 earnings | ||||||||||
| B1 | Legal reserve | 6,700 | (6,700) | - | ||||||
| B5 | Cash dividends - ordinary shares | (456,649) | (456,649) | |||||||
| B17 | Reversal of special reserve | (150,092) | 150,092 | - | ||||||
| D1 | Net income for 2025 | 1,595,936 | 1,595,936 | |||||||
| D3 | Other comprehensive income for 2025 | 5,664 | (76,036) | (31,173) | (101,545) | |||||
| D5 | Total comprehensive income | - | - | - | - | 1,601,600 | (76,036) | (31,173) | - | 1,494,391 |
| T1 | Restricted stock awards and others | 1,426 | 17,900 | 33 | 22,369 | 41,728 | ||||
| Z1 | Balance as of December 31, 2025 | $4,567,920 | $7,375,477 | $4,799,231 | $45,148 | $16,120,617 | $(121,184) | $(31,173) | $(24,271) | $32,731,765 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsou Interconnect Technology Corp.
Parent-Company-Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2025 | 2024 | Code | Items | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| AAAA | Cash flows from operating activities: | BBBB | Cash flows from investing activities: | ||||
| A10000 | Net income before tax | $1,595,936 | $48,889 | B00010 | Acquisition of financial assets at fair value through other comprehensive income | (16,950) | - |
| A20000 | Adjustments: | B00040 | Increase in financial assets measured at amortized cost | (960,000) | - | ||
| A20010 | Adjustments to reconcile profit (loss): | B02700 | Acquisition of property, plant and equipment | (4,532,836) | (6,752,324) | ||
| A20100 | Depreciation | 6,049,850 | 4,926,161 | B02800 | Proceeds from disposal of property, plant and equipment | 107,586 | 207,248 |
| A20200 | Amortization | 58,090 | 45,397 | B03000 | Decrease (increase) in refundable deposits | (768) | 2,001 |
| A20300 | Expected credit losses (gains) | (8,032) | (7,669) | B04500 | Acquisition of intangible assets | (156,398) | (57,425) |
| A20400 | Net loss (gain) of financial assets at fair value through P/L | (2,108) | 33,695 | BBBB | Net cash provided by (used in) investing activities | (5,559,366) | (6,600,500) |
| A20900 | Interest expense | 319,948 | 324,412 | ||||
| A21200 | Interest income | (313,779) | (470,723) | CCCC | Cash flows from financing activities: | ||
| A21900 | Cost of share-based payment | 41,124 | 72,498 | C00100 | Increase in (repayment of) short-term loans | (100,000) | 1,600,000 |
| A22300 | Share of profit or loss of associates and joint ventures | (517,242) | (549,954) | C01600 | Increase in long-term loans | 1,755,000 | 1,345,000 |
| A22500 | Loss (gain) on disposal of property, plant and equipment | (57,087) | (66,367) | C01700 | Repayments of long-term loans | (3,091,308) | (1,831,975) |
| A23100 | Loss (gain) on disposal of investment | - | (41,311) | C03000 | Increase (decrease) in deposits received | (459,301) | 360,399 |
| A29900 | Gain on government grants | (46,334) | (26,253) | C04500 | Cash dividends paid | (456,649) | (454,423) |
| A30000 | Changes in operating assets and liabilities: | C04600 | Proceeds from issuing shares | 13,200 | 136,671 | ||
| A31115 | Financial assets at fair value through profit or loss | (300,000) | 554,263 | C09900 | Other financing activities | 360 | - |
| A31130 | Notes receivable | 2,730 | 2,030 | CCCC | Net cash provided by (used in) financing activities | (2,338,698) | 1,155,672 |
| A31150 | Accounts receivable | (1,381,375) | (1,133,663) | ||||
| A31160 | Accounts receivable - related parties | (866) | 214 | EEEE | Increase (decrease) in cash and cash equivalents | (2,261,501) | (1,205,706) |
| A31180 | Other receivables | (29,341) | 13,210 | E00100 | Cash and cash equivalents at beginning of period | 11,842,940 | 13,048,646 |
| A31190 | Other receivables-related parties | 84,628 | (63,882) | E00200 | Cash and cash equivalents at end of period | 89,581,439 | 811,842,940 |
| A31200 | Inventories | (1,192,923) | (511,661) | ||||
| A31230 | Prepayments | 371,677 | 114,777 | ||||
| A31240 | Other current assets | (7,110) | (891) | ||||
| A31990 | Net defined benefit assets | (7,976) | (7,286) | ||||
| A32125 | Contract liabilities | (1,072,805) | (716,992) | ||||
| A32130 | Notes payable | 9,775 | (2,760) | ||||
| A32150 | Accounts payable | 745,685 | 708,288 | ||||
| A32160 | Accounts payable - related parties | 137,497 | 424,823 | ||||
| A32180 | Other payables | 576,096 | (392,533) | ||||
| A32200 | Provision | 19,512 | - | ||||
| A32230 | Other current liabilities | (582) | 11,914 | ||||
| A32990 | Refund liability | 5,638 | (12,732) | ||||
| A32990 | Other operating liability | - | 8 | ||||
| A33000 | Cash generated from (used in) operations | 5,080,626 | 3,275,902 | ||||
| A33100 | Interest received | 320,318 | 516,313 | ||||
| A33200 | Dividend received | 536,020 | 789,000 | ||||
| A33300 | Interest paid | (296,991) | (289,848) | ||||
| A33500 | Income tax paid | (3,410) | (52,245) | ||||
| AAAA | Net cash provided by (used in) operating activities | 5,636,563 | 4,239,122 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Financial Statements and a Report Originally Issued in Chinese
MANAGEMENT REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2025 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Kinsus Interconnect Technology Corp. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Kinsus Interconnect Technology Corp.
By
Liao, Sih-Jheng
Chairman
January 30th, 2026
English Translation of Financial Statements and a Report Originally Issued in Chinese
INDEPENDENT AUDITORS' REPORT
To The Board of Directors of
Kinsus Interconnect Technology Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. (the "Company") and its subsidiaries as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as "the consolidated financial statements").
In our opinion, 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 then ended, 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 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 Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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26
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.
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company's consolidated revenue in the amount of NT$39,351,096 thousand for the year ended December 31, 2025 is a material account to the Company's consolidated financial statements. The Company has conducted these sale activities in multiple marketplaces, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers' convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on various sale terms and conditions with major clients. We therefore determined revenue recognition a key audit matter. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition in the sales cycle, taking samples to perform test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of timing of revenue recognition from foreign warehouses with the timing of fulfilling performance obligation for sale agreement or orders, performing analytical review procedures on monthly sale revenues and the cut-off tests for a period before and after the balance sheet dates, etc. We have also considered the appropriateness of the revenue disclosure in Notes 4 and 6 to the consolidated financial statements.
Market valuation on Inventory
The Group's inventory amounted to NT$4,828,309 thousand as of December 31, 2025. As the application market of substrate, the Company's main products, is characterized by rapid development in technology and the trend of consumers' preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value and the assessment of appropriateness of loss allowance of value decline and slow-moving inventory requires significant management judgement, we therefore determined inventory valuation one of the key audit matters.
Our audit procedures therefore include, but not limit to, evaluating the Company's policy with respect to assessment of the loss from slow-moving and obsolete inventory (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company's inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Notes 5 and 6 to the consolidated financial statements.
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, 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.
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 auditor's 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 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 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.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
28
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 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.
Other
We have audited and expressed an unqualified opinion on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2025 and 2024, respectively.
/s/Chang, Chih Ming
/s/Chen, Kuo Shuai
Ernst & Young
January 30th, 2026
Taipei, Taiwan,
Republic of China
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such consolidated financial statements are those generally accepted and applied in the Republic of China on Taiwan.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, 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
29
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Assets | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4, 6(1) | $12,281,237 | 15 | $14,399,651 | 18 |
| 1110 | Financial assets at fair value through profit or loss | 4, 6(2) | 1,410,294 | 2 | 1,121,378 | 1 |
| 1136 | Financial assets measured at amortized cost | 4, 6(3), 8 | 2,644,290 | 3 | 1,154,989 | 1 |
| 1150 | Notes receivable, net | 4, 6(5) | - | - | 2,730 | - |
| 1170 | Accounts receivable, net | 4, 6(6) | 6,802,761 | 9 | 5,281,641 | 7 |
| 1180 | Accounts receivable - related parties, net | 4, 6(6), 7 | 867 | - | - | - |
| 1200 | Other receivables | 97,074 | - | 34,584 | - | |
| 1210 | Other receivables from related parties | 7 | - | - | 7,107 | - |
| 130x | Inventories, net | 4, 6(7) | 4,828,309 | 6 | 2,981,441 | 4 |
| 1410 | Prepayments | 552,934 | 1 | 885,568 | 1 | |
| 1460 | Disposal groups held for sale | 4, 6(8) | - | - | 3,603,466 | 5 |
| 1470 | Other current assets | 319,871 | - | 204,172 | - | |
| 11xx | Total current assets | 28,937,637 | 36 | 29,676,727 | 37 | |
| Non-current assets | ||||||
| 1517 | Financial asset at fair value through OCI | 4, 6(4) | 52,727 | - | 51,000 | - |
| 1535 | Financial assets measured at amortized cost | 4, 6(3), 8 | 37,107 | - | - | - |
| 1550 | Investment accounted for using equity method | 4, 6(9) | 48,521 | - | 49,377 | - |
| 1600 | Property, plant and equipment, net | 4, 6(10), 7, 8, 9 | 41,936,711 | 53 | 36,408,840 | 47 |
| 1755 | Right-of-use asset | 4, 6(25) | 568,815 | 1 | 370,874 | - |
| 1780 | Intangible assets | 4, 6(11) | 175,270 | - | 53,317 | - |
| 1840 | Deferred income tax assets | 4, 6(28) | 92,667 | - | 92,918 | - |
| 1900 | Other non-current assets | 6(12), 6(19),8 | 123,079 | - | 102,428 | - |
| 1915 | Prepayment for acquiring machinery | 6(10), 9 | 8,000,746 | 10 | 12,629,816 | 16 |
| 15xx | Total non-current assets | 51,035,643 | 64 | 49,758,570 | 63 | |
| 1xxx | Total Assets | $79,973,280 | 100 | $79,435,297 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Balance Sheets-(Continued)
As of December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Liabilities and Equity | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term loans | 6(13) | $3,053,498 | 4 | $2,451,503 | 3 |
| 2130 | Contract liability | 4, 6(23) | 1,088,434 | 1 | 1,104,108 | 1 |
| 2150 | Notes payable | 71,041 | - | 46,166 | - | |
| 2170 | Accounts payable | 3,828,757 | 5 | 2,453,573 | 3 | |
| 2200 | Other payables | 6(14), 7 | 6,130,463 | 8 | 5,021,541 | 6 |
| 2230 | Current income tax liabilities | 4 | 1,139,648 | 1 | 913,316 | 1 |
| 2250 | Provisions | 4, 6(20) | 24,312 | - | - | - |
| 2260 | Liabilities directly associated with disposal groups held for sale | 4, 6(8) | - | - | 1,499,857 | 2 |
| 2280 | Lease liability | 4, 6(25) | 38,155 | - | 31,533 | - |
| 2300 | Other current liabilities | 6(15) | 4,339,228 | 6 | 3,173,872 | 5 |
| 2365 | Refund liability | 6(16) | 392,880 | - | 294,908 | - |
| 21xx | Total current liabilities | 20,106,416 | 25 | 16,990,377 | 21 | |
| Non-current liabilities | ||||||
| 2527 | Contract liability | 4, 6(23) | 2,102,961 | 3 | 3,131,445 | 4 |
| 2540 | Long-term loans | 6(17), 8 | 11,197,127 | 14 | 13,779,184 | 18 |
| 2570 | Deferred income tax liabilities | 4, 6(28) | 84,738 | - | 70,906 | - |
| 2580 | Lease liability | 4, 6(25) | 77,794 | - | 73,586 | - |
| 2600 | Other non-current liabilities | 6(18), 7 | 5,031,047 | 6 | 5,511,566 | 7 |
| 25xx | Total non-current liabilities | 18,493,667 | 23 | 22,566,687 | 29 | |
| 2xxx | Total liabilities | 38,600,083 | 48 | 39,557,064 | 50 | |
| 31xx | Equity attributable to shareholders of the parent | |||||
| 3100 | Capital | 6(21) | ||||
| 3110 | Common stock | 4,567,920 | 6 | 4,566,494 | 6 | |
| 3200 | Capital surplus | 6(21) | 7,375,477 | 9 | 7,357,577 | 9 |
| 3300 | Retained earnings | 6(21) | ||||
| 3310 | Legal reserve | 4,799,231 | 6 | 4,792,531 | 6 | |
| 3320 | Special reserve | 45,148 | - | 195,240 | - | |
| 3350 | Unappropriated earnings | 16,120,617 | 20 | 14,832,241 | 19 | |
| 3400 | Other components of equity | (176,628) | - | (91,788) | - | |
| 36xx | Non-controlling interests | 6(21) | 8,641,432 | 11 | 8,225,938 | 10 |
| 3xxx | Total equity | 41,373,197 | 52 | 39,878,233 | 50 | |
| Total liabilities and equity | $79,973,280 | 100 | $79,435,297 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Code | Items | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenues | 4, 6(23), ? | $39,351,096 | 100 | $30,534,979 | 100 |
| 5000 | Operating costs | 7 | (31,036,687) | (79) | (21,867,254) | (72) |
| 5900 | Gross profit | 8,314,409 | 21 | 8,667,725 | 28 | |
| 6000 | Operating expenses | 7 | ||||
| 6100 | Sales and marketing | (1,016,141) | (2) | (913,070) | (3) | |
| 6200 | General and administrative | (2,026,491) | (5) | (4,097,143) | (13) | |
| 6300 | Research and development | (2,609,820) | (7) | (2,611,654) | (9) | |
| 6450 | Expected credit gains (losses) | 4, 6(24) | 7,856 | - | 49,561 | - |
| Total operating expenses | (5,644,596) | (14) | (7,572,306) | (25) | ||
| 6900 | Operating income | 2,669,813 | 7 | 1,095,419 | 3 | |
| 7000 | Non-operating incomes and expenses | |||||
| 7100 | Interest income | 6(27) | 385,608 | 1 | 530,300 | 2 |
| 7010 | Other incomes | 6(27), 7 | 397,535 | 1 | 197,555 | 1 |
| 7020 | Other gains or losses | 6(27) | 26,523 | - | 169,200 | - |
| 7050 | Finance costs | 6(27), 7 | (391,418) | (1) | (394,341) | (1) |
| 7060 | Share of the profit or loss of associates and joint ventures | 6(9) | (856) | - | 5,055 | - |
| Total non-operating incomes and expenses | 417,392 | 1 | 507,769 | 2 | ||
| 7900 | Income before income tax | 3,087,205 | 8 | 1,603,188 | 5 | |
| 7950 | Income tax expense | 4, 6(29) | (369,877) | (1) | (272,138) | (1) |
| 8200 | Net income | 2,717,328 | 7 | 1,331,050 | 4 | |
| 8300 | Other comprehensive income | 6(28) | ||||
| 8310 | Item that not be reclassified to profit or loss | |||||
| 8311 | Actuarial gain (loss) from defined benefit plans | 5,664 | - | 17,813 | - | |
| 8316 | Unrealized gain (loss) on equity instrument investment measured at fair value through other comprehensive income | (66,103) | - | - | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translation of foreign operations | (133,683) | - | 183,645 | 1 | |
| 8399 | Income tax related to items that may be reclassified to profit or loss | 87 | - | (52) | - | |
| Total other comprehensive income (loss), net of tax | (194,035) | - | 201,406 | 1 | ||
| 8500 | Total comprehensive income | $2,523,293 | 7 | $1,532,456 | 5 | |
| 8600 | Net income attributable to: | |||||
| 8610 | Shareholders of the parent | $1,595,936 | 4 | $48,889 | - | |
| 8620 | Non-controlling interests | 1,121,392 | 3 | 1,282,161 | 4 | |
| $2,717,328 | 7 | $1,331,050 | 4 | |||
| 8700 | Comprehensive income attributable to: | |||||
| 8710 | Shareholders of the parent | $1,494,391 | 4 | $216,794 | 1 | |
| 8720 | Non-controlling interests | 1,028,902 | 3 | 1,315,662 | 4 | |
| $2,523,293 | 7 | $1,532,456 | 5 | |||
| 9750 | Earnings per share-basic (in NTD) | 6(30) | $3.51 | $0.11 | ||
| 9850 | Earnings per share-diluted (in NTD) | 6(30) | $3.49 | $0.11 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kineau Interconnect Technology Corp. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Code | Items | Equity Attributable to Shareholders of the Parent | Non-controlling Interests | Total Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Capital Surplus | Retained Earnings | Others | Total | |||||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange differences arising on translation of foreign operations | Disposal groups held for sale | Unrealized gain(loss) on equity instrument investment measured at fair value through other comprehensive income | Unannual Employee Benefit | |||||||
| A | Balance as of January 1, 2024 | $4,544,231 | $7,153,073 | $4,789,190 | $147,938 | $15,270,310 | $(195,240) | $- | $- | $(14,613) | $31,694,889 | $7,464,237 | $39,159,126 |
| B | Appropriation and distribution of 2023 earnings | ||||||||||||
| C | Legal reserve | 3,341 | (3,341) | - | - | ||||||||
| D | Special reserve | 47,302 | (47,302) | - | - | ||||||||
| E | Cash dividends - ordinary shares | (454,423) | (454,423) | (454,423) | |||||||||
| F | Changes in associates and joint ventures accounted for using the equity method | (7,298) | (7,298) | 17 | (7,281) | ||||||||
| G | Net income for 2024 | 48,889 | 48,889 | 1,282,161 | 1,331,050 | ||||||||
| H | Other comprehensive income, net of tax, for 2024 | 17,813 | 150,092 | 167,905 | 33,301 | 201,406 | |||||||
| I | Total comprehensive income | - | - | - | - | 66,702 | 150,092 | - | - | - | 216,794 | 1,315,662 | 1,532,456 |
| J | Non-controlling interests increase (decrease) | 150,092 | (553,978) | (553,978) | |||||||||
| K | Disposal groups held for sale | 45,148 | (45,148) | - | - | ||||||||
| L | Restricted employee stocks and others | 22,263 | 211,802 | 295 | (32,027) | 202,333 | 202,333 | ||||||
| M | Legal reserve | 4,566,494 | 7,357,577 | 4,792,531 | 195,240 | 14,832,241 | - | (45,148) | - | (46,640) | 31,652,295 | 8,225,938 | 39,878,233 |
| N | Legal reserve | 6,700 | (6,700) | - | - | ||||||||
| O | Cash dividends - ordinary shares | (456,649) | (456,649) | (456,649) | |||||||||
| P | Reversal of special reserve | (150,092) | 150,092 | - | - | ||||||||
| Q | Net income for 2025 | 1,595,936 | 1,595,936 | 1,121,392 | 2,717,328 | ||||||||
| R | Other comprehensive income, net of tax, for 2025 | - | - | - | - | 5,664 | (107,978) | 31,942 | (31,173) | (101,545) | (92,490) | (194,035) | |
| S | Total comprehensive income | - | - | - | - | 1,601,600 | (107,978) | 31,942 | (31,173) | - | 1,494,391 | 1,028,902 | 2,523,293 |
| T | Non-controlling interests increase (decrease) | (613,408) | (613,408) | ||||||||||
| U | Disposal groups held for sale | (13,206) | 13,206 | ||||||||||
| V | Restricted employee stocks and others | 1,426 | 17,900 | 33 | 22,369 | 41,728 | - | 41,728 | |||||
| W | Balance as of December 31, 2025 | $4,567,920 | $7,375,477 | $4,799,231 | $45,148 | $16,120,617 | $(121,184) | $- | $(31,173) | $(24,271) | $32,731,765 | $8,641,432 | $41,373,197 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsun Interconnect Technology Corp. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2025 | 2024 | Code | Items | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| AAAA | Cash flows from operating activities: | BBBB | Cash flows from investing activities: | ||||
| A10000 | Income before income tax | $3,087,205 | $1,603,188 | B00010 | Acquisition of financial assets at fair value through other comprehensive | (67,830) | - |
| A20000 | Adjustments: | B00040 | Acquisition of financial assets at amortized cost | (1,526,408) | 963,437 | ||
| A20010 | Income and expense adjustments: | B01900 | Disposal of investments accounted for using the equity method | - | 395,837 | ||
| A20100 | Depreciation (including right-of-use assets) | 7,159,189 | 6,065,345 | B02700 | Acquisition of property, plant and equipment | (6,116,754) | (10,408,021) |
| A20200 | Amortization | 84,575 | 67,535 | B02800 | Proceeds from disposal of property, plant and equipment | 110,221 | 119,202 |
| A20300 | Expected credit losses (gains) | (7,856) | (49,561) | B03800 | Decrease in refundable deposits | (2,222) | 19,063 |
| A20400 | Net gain of financial assets at fair value through P/L | (17,586) | (37,203) | B04500 | Acquisition of intangible assets | (201,669) | (83,926) |
| A20900 | Interest expense | 391,418 | 394,341 | B05350 | Acquisition of right-of-use assets | (63,844) | (112,795) |
| A21200 | Interest income | (385,608) | (530,300) | BBBB | Net cash provided by (used in) investing activities | (7,868,506) | (9,107,203) |
| A21900 | Cost of share-based payment | 41,124 | 72,498 | ||||
| A22300 | Share of profit or loss of associates and joint ventures | 856 | (5,055) | CCCC | Cash flows from financing activities: | ||
| A22500 | Loss (gain) on disposal of property, plant and equipment | 28,734 | (57,717) | C00100 | Increase (decrease) in short-term loans | (289,016) | 1,933,895 |
| A23100 | Gain on disposal of investments | (415) | - | C01600 | Increase in long-term loans | 1,755,000 | 1,577,369 |
| A23200 | Loss (gain) on disposal of investment accounted for using the equity method | - | (10,533) | C01700 | Repayments of long-term loans | (3,186,156) | (1,887,641) |
| A23700 | Impairment loss on non-financial assets | - | 19,242 | C03000 | Increase (decrease) in deposits received | (451,736) | 310,402 |
| A29900 | Gain on lease modification | (568) | (1,805) | C04020 | Cash payments for the principal portion of the lease liability | (41,913) | (66,298) |
| A29900 | Gain on government grants | (46,612) | (26,568) | C04500 | Cash dividends paid | (456,649) | (454,423) |
| A30000 | Changes in operating assets and liabilities: | C04600 | Proceeds from issuing shares | 13,200 | 136,671 | ||
| A31115 | Financial assets at fair value through profit or loss | (271,330) | 2,110,049 | C05800 | Increase (decrease) in non-controlling interests | (613,408) | (553,978) |
| A31130 | Notes receivable | 2,730 | 2,030 | C09900 | Other financing activities | 360 | - |
| A31150 | Accounts receivable | (1,513,260) | (938,330) | CCCC | Net cash provided by (used in) financing activities | (3,270,318) | 995,997 |
| A31160 | Accounts receivable - related parties | (867) | 367 | ||||
| A31180 | Other receivables | (44,570) | 34,001 | DDDD | Effect of exchange rate changes | (38,577) | 70,991 |
| A31190 | Other receivables-related parties | 7,107 | (7,107) | ||||
| A31200 | Inventories | (1,499,097) | (717,530) | EEEE | Increase (decrease) in cash and cash equivalents | (3,084,416) | (335,114) |
| A31230 | Prepayments | 363,961 | 119,733 | E00100 | Cash and cash equivalents at beginning of period | 15,365,653 | 15,700,767 |
| A31240 | Other current assets | (25,930) | (26,427) | E00200 | Cash and cash equivalents at end of period | $12,281,237 | $15,365,653 |
| A31990 | Net defined benefit assets | (7,976) | (7,286) | ||||
| A32125 | Contract liabilities | (1,044,158) | (749,219) | ||||
| A32130 | Notes payable | 24,875 | (1,087) | ||||
| A32150 | Accounts payable | 1,025,983 | 749,215 | ||||
| A32180 | Other payables | 768,403 | (276,279) | ||||
| A32200 | Provisions | 24,312 | - | ||||
| A32230 | Other current liabilities | (28,646) | (513) | ||||
| A32990 | Refund liability | 97,972 | 42,221 | E00210 | Cash and cash equivalents in the consolidated balance sheets | $12,281,237 | $14,399,651 |
| A32990 | Other operating liability | - | 8 | E00212 | Cash and cash equivalents in disposal groups held for sale | - | 966,002 |
| A33000 | Cash generated from (used in) operations | 8,212,965 | 7,837,253 | E00200 | Cash and cash equivalents in the consolidated statements of cash flows | $12,281,237 | $15,365,653 |
| A33100 | Interest received | 385,483 | 586,620 | ||||
| A33300 | Interest paid | (366,608) | (359,702) | ||||
| A33500 | Income tax paid | (139,855) | (359,070) | ||||
| AAAA | Net cash provided by (used in) operating activities | 8,092,985 | 7,705,101 |
(The accompanying notes are an integral part of the consolidated financial statements.)
Attachment IV
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Earnings Distribution Proposal
For The Year Ended December 31, 2025
| Item | Amount (In: NT$) |
|---|---|
| Beginning retained earnings | $14,518,984,288 |
| Less: Other comprehensive income (loss) in 2025 | |
| -Actuarial gain/loss of defined benefit | 5,663,414 |
| Add: Employee restricted share adjusted amount | 32,581 |
| Add: Net income after tax in 2025 | 1,595,936,460 |
| Less: 10% legal reserve | (160,163,246) |
| Less: appropriation of special reserve | (107,208,588) |
| Distributable earnings | 15,853,244,939 |
| Distributions | |
| Less: Cash dividend to shareholders (NT$1.75 per share) | (799,620,430) |
| Unappropriated retained earnings | $15,053,624,509 |
Chairman:
CEO:
Chief Accountant:
35
Attachment V
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Comparison for amendment to Articles of Incorporation
| After amendment | Before amendment | Explanation |
|---|---|---|
| Article 5: The authorized capital of the Company is NTD 8,000,000,000, divided into 800,000,000 shares, at a par value of NTD 10 per share. The shares may be issued in installments, and the shares which have not been issued would be issued in installments pursuant to the resolution of Board of Directors. The registered capital keeps NTD 300,000,000 divided into 30,000,000 shares provided for exercise of the option of stock option certificates, preferred shares with warrants and warrants attached to corporate bonds, which may be issued in installments pursuant to the resolution of Board of Directors. | Article 5: The authorized capital of the Company is NTD 6,000,000,000, divided into 600,000,000 shares, at a par value of NTD 10 per share. The shares may be issued in installments, and the shares which have not been issued would be issued in installments pursuant to the resolution of Board of Directors. The registered capital keeps NTD 300,000,000 divided into 30,000,000 shares provided for exercise of the option of stock option certificates, preferred shares with warrants and warrants attached to corporate bonds, which may be issued in installments pursuant to the resolution of Board of Directors. | To accommodate the Company's practical operational needs, the authorized capital is hereby increased. |
| Article 28: The Article was agreed by all the promoters in founder's meeting in September 1, 2000. The first revised was June 28, 2003. The second revised was August 26, 2003. The third revised was April 16, 2004. The fourth time revised was April 16, 2004. The fifth time revised was June 14, 2005. The sixth time revised was June 14, 2005. The seventh revised was June 19, 2006. The eighth revised was May 30, 2007. The ninth revised was May 30, 2008. The tenth revised was June 18, 2010. The eleventh revised was June 22, 2011. The twelfth revised was June 18, 2012. The thirteenth revised was May 27, 2016. The fourteenth revised was May 26, 2017. The fifteenth revised was May 29, 2019. The sixteenth revised was May 28, 2020. The seventeenth revised was May 27, 2022. The eighteenth revised was May 28, 2025. The nineteenth revised was May 27, 2026. | Article 28: The Article was agreed by all the promoters in founder's meeting in September 1, 2000. The first revised was June 28, 2003. The second revised was August 26, 2003. The third revised was April 16, 2004. The fourth time revised was April 16, 2004. The fifth time revised was June 14, 2005. The sixth time revised was June 14, 2005. The seventh revised was June 19, 2006. The eighth revised was May 30, 2007. The ninth revised was May 30, 2008. The tenth revised was June 18, 2010. The eleventh revised was June 22, 2011. The twelfth revised was June 18, 2012. The thirteenth revised was May 27, 2016. The fourteenth revised was May 26, 2017. The fifteenth revised was May 29, 2019. The sixteenth revised was May 28, 2020. The seventeenth revised was May 27, 2022. The eighteenth revised was May 28, 2025. | Additional revision date. |
Appendix I
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Rules of Procedure for Shareholder Meetings
Article 1
Unless otherwise required by laws and regulations, the shareholders meeting of the Company shall be held in accordance with these Rules.
Article 2
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares present shall be calculated based on the attendance sheet or the attendance cards delivered.
Article 3
The attendance and voting at the shareholders’ meeting shall be calculated based on the shares.
Article 4
The place of the shareholders meeting shall be at the office of the Company or at a location convenient to the shareholders and suitable for convening a shareholders meeting. The time of the meeting may not be earlier than 9 a.m. or later than 3 p.m.
Article 4-1
This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
Article 5
When the shareholders meeting was convened by the Board of Directors, the shareholders’ meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent or is unable to exercise the duties for certain reasons, the vice-Chairman shall act on his/her behalf. If the vice-Chairman is absent or is unable to exercise the duties for certain reasons, the Chairman may designate the managing director to act on his/her behalf; if there is no managing director, one of the directors may be designated to act on his/her behalf. Where the Chairman does not designate a proxy, the managing director or directors may elect a person among themselves to act on behalf of the Chairman. When the shareholders meeting was convened by other persons who have the convening right, the shareholders’ meeting shall be presided by the convener. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
Article 6
The Company may designate the attorneys, accountants or relevant personnel engaged to present in the shareholders meeting. The staffs handling the shareholders meeting shall wear identification cards or arm-band.
37
38
Article 7
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 8
Upon the starting time of the meeting, the chairman shall order the meeting to begin. However, where the shareholders present represent half or less than half of the total outstanding shares, the chairman may postpone the meeting for a total of two times. The postponed time may not in total exceed one hour. Where after two postponements, the shareholders present still do not meet the quorum but represent one-third or more of the total outstanding shares, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. If the shares present represent more than half of the total outstanding shares before the end of the meeting, the chairman may propose the tentative resolution to the shareholders meeting for voting in accordance with Article 174 of the Company Act.
Article 9
If the shareholders meeting is convened by the Board of Directors, its agenda shall be stipulated by the Board of Directors, and the meeting shall be held in accordance with the agenda and may not be changed without the resolution of the shareholders meeting. When the shareholders meeting was convened by other persons who have the convening right, the above paragraph shall apply mutatis mutandis. Before the closing of the discussions (including provisional motions) stipulated in the agenda under the above two paragraphs, the chairman may not announce the adjournment of the meeting without resolution. After the adjournment of the meeting, the shareholders may not elect a chairman to continue the meeting at the original address or at another location.
Article 10
Before a shareholder makes a statement, he/she must complete a statement slip stating the subject of the statement, the shareholder number (or attendance card number) and shareholder name, and the chairman shall determine the order of his/her statement. Where a shareholder present only completed a statement slip but did not make a statement, he/she will be deemed to not have made a statement. Where the statement made is inconsistent with that stated on the statement slip, the statement made will prevail. When a shareholder present makes a statement, the other shareholders may not make a statement and interfere, unless consent is obtained from the chairman and the shareholder making the statement. The chairman shall restrain such interfering shareholder.
Article 11
For each proposal, a shareholder may not make more than two statements, unless consent is obtained from the chairman. Each statement may not exceed five minutes. The chairman may restrain the shareholder form making the statement if he/she violates the above provisions or has exceeded the scope of the proposal.
Article 12
Where an institution is delegated to attend the shareholders meeting, it may only appoint one representative to attend. Where the institution appoints two or more representatives to attend the shareholders meeting, only one person may make a statement for each proposal.
Article 13
After a shareholder makes a statement, the chairman may respond him/herself or designate a relevant person to respond.
Article 14
Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion and propose that votes be made.
Article 15
If the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.
Article 16
The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes and the numbers of votes with which they were elected, shall be announced on-site at the meeting, and a record made of the vote.
Article 17
During the meeting, the chairman may announce recesses at his/her own discretion.
Article 18
Unless otherwise specified in the Company Act and the Articles of Incorporation, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present.
Article 19
When a proposal has an amendment or a replacement, the chairman may combine it with the original proposal and determine the order of resolution. If one of the proposals is resolved, the other proposals will be deemed as rejected and there is no need to make another resolution.
Article 20
The chairman may instruct the security officer to assist in maintaining the order of the meeting. The security officer shall wear an arm-band with the word "Security" when assisting in the maintenance of the order of the meeting.
Article 21
These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
Article 22
These Rules and Procedures of Shareholders' Meeting were made on June 28, 2003. The first amendment was on June 17, 2013.
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40
Appendix II
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Articles of Incorporation of Kinsus Interconnect Technology Corp.
CHAPTER I GENERAL PROVISIONS
Article 1
This Company is incorporated under the Company Act, with the name of KINSUS INTERCONNECT TECHNOLOGY CORP, and the English name of KINSUS INTERCONNECT TECHNOLOGY CORP.
Article 2
The business scope of the Company is as following:
- CC01080 Electronic Parts and Components Manufacturing
- F119010 Wholesale of Electronic Materials
- F219010 Retail Sale of Electronic Materials
- I103060 Management consultation
- CQ01010 Die Manufacturing
- CC01990 Electrical Machinery, Supplies Manufacturing
- CB01990 Other Machinery Manufacturing Not Elsewhere Classified
- F401010 International Trade
- C801010 Basic Industrial Chemical Manufacturing
- ZZ99999 All business items that are not prohibited or restricted by laws and regulations, except for those subject to special approval.
Article 3
The Company has its head office in Taoyuan City, and the Company may establish branches in and out of this country.
Article 4
The method of the public announcement of the Company shall be made in accordance with Article 28 of the Company Act.
CHAPTER II SHARES
Article 5
The authorized capital of the Company is NTD 6,000,000,000, divided into 600,000,000 shares, at a par value of NTD 10 per share. The shares may be issued in installments, and the shares which have not been issued would be issued in installments pursuant to the resolution of Board of Directors. The registered capital keeps NTD 300,000,000 divided into 30,000,000 shares provided for exercise of the option of stock option certificates, preferred shares with warrants and warrants attached to corporate bonds, which may be issued in installments pursuant to the resolution of Board of Directors.
Article 5-1
When the Company transfer to the employees at a price lower than the average price of the actual bought-back shares, or lower than “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” exercise price issue employee stock warrants, it shall be resolved by two-thirds of the votes at a shareholders' meeting attended by shareholders representing a majority of the total number of issued shares.
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Article 5-2
The company of reward tools include stock repurchase, qualification requirements of employees, an issuance of new shares and shares of restricted stock for employees with Company Act and Securities and Exchange Act. Qualification requirements of employees, and subscription by employees including the employees of parents or subsidiaries of the company meeting certain specific requirements, provide for the Board of Directors.
Article 6
Share certificates of the Company shall be in registered form, signed or sealed by directors representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. The issued shares may be exempted from printing any share certificate, provided that such issuance shall register the issued shares with a centralized securities depository enterprise agency and follow the regulations of that agency.
Article 7
The shareholders of the Company shall conduct shares related affairs or exercise other relevant rights in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless the laws, regulations or securities regulation rules provide otherwise.
Article 8
The shareholders' register shall be closed during 60 days prior to the date of an ordinary shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Company.
CHAPTER III SHAREHOLDER'S MEETING
Article 9
The shareholders' meeting of the Company is as following :
- Ordinary shareholders' meeting shall be convened within six months after close of each fiscal year by the branches.
- Extraordinary shareholders' meeting shall be convened when necessary in accordance with the relevant laws and regulations.
Article 9-1
When the Company's shareholders' meeting is held, it can be held by means of physical shareholder meeting, visual communication network (including pure video shareholders' meeting and video-assisted shareholders' meeting) or other methods promulgated by the central competent authority. It shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.
Article 10
When the shareholders meeting was convened by the Board of Directors, the shareholders' meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent, the Chairman may designate one of the directors to act on his/her behalf. Where the Chairman does not designate a proxy, the directors may elect a person among themselves to act as the chairman of the meeting. When the shareholders meeting was convened by other persons who has the convening right, the shareholders' meeting shall be presided by the convener. When there are two or more conveners, the conveners shall elect among themselves to act as the chairman of the meeting.
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Article 11
A notice to convene an ordinary meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, and a notice to convene an extraordinary meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. Such notice shall specify the meeting date, meeting venue, and proposed matters and be sent to the shareholders in writing.
Article 12
When a shareholder for any reasons cannot attend the shareholders' meeting in person, he/she/it may attend the meeting by proxy by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.
Article 13
Except in the circumstances set forth in the Company Act where there is no voting right for a share, each shareholder of the Company shall have one vote for each share held.
Article 14
Unless otherwise specified in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present in person or through proxy, who represent more than one-half of the total number of voting shares. When the shareholders meeting was convened by the Board of Directors, it shall be handled in accordance with Article 183 of the Company Act.
CHAPTER IV DIRECTORS, AUDIT COMMITTEE AND MANAGERS
Article 15
The Company set up seven to eleven directors with three-year term in adopting the system of nominating candidates. The shareholders elect the directors from the list of candidates and the directors can be re-elected for next term.
During the directors' term, the Company shall buy enough insurance for all its directors to cover the legal liability that might incur in mal-practice of its Company's business.
The board meeting is authorized to resolve the remuneration for the executive directors, no matter the Company makes profit or not, based on the degree of their participation and contribution to the Company's operations in reference to the industry level.
Article 15-1
The Company may have independent directors within the aforementioned number of directors and the number of independent directors shall be no less than one-fifth of the total number of directors and shall not be less than two. The election of independent directors shall adopt the candidate nomination system, and the shareholders shall elect the independent directors from the list of the candidates of the independent directors. The professional qualifications, shareholdings, restrictions on concurrent position, nomination, and other compliance matters shall be handled in accordance with relevant regulations of the securities authorities.
Article 15-2
Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee. The Audit Committee shall be composed of the entire number of Independent Directors.
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Article 15-3
The Board of Directors of a company may have any other functional committees.
Any other functional committees shall establish exercise power rules and be enforced after resolving them in the Board of Directors.
Article 16
The Board of Directors is composed of directors. The functions and responsibilities of the Board of Directors shall be as follows:
- To determine the business plans and financial statements,
- To propose distribution of profit or appropriation of losses,
- To propose capital increase or decrease,
- To enact important rules and organizational regulations of the Company,
- To engage and terminate the general manager and principal manager of the Company,
- To determine the establishment and winding-up of branches,
- To produce the budget and the final accounts, and
- To delegated other duties authorized by the Company Act or the resolution of the shareholders' meeting(s).
Article 17
The Chairman will be elected from among directors by a majority vote at a board meeting at which at least two-thirds (2/3) of directors are present. The Chairman shall be the representative of the Company externally.
Article 18
Convening the board meeting shall be handled in accordance with Article 204 of the Company Act. In order to convene the board meeting, notice may be made by written notice, e-mail or fax. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Article 19
The Chairman will preside at the board meetings. If the Chairman is on leave or unable to perform his/her duties, the Chairman may designate one of the directors to act on his/her behalf. Where the Chairman does not designate a proxy, the directors may elect a person among themselves to act as the chairman of the meeting. The directors shall personally attend the board meeting, and if the directors cannot attend the board meeting for certain reasons, he/she may appoint another director as his/her proxy. The board meeting may be convened via video conference, and the directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person. The Chairman appoint another director as his/her proxy each time with a power of attorney stating the scope of authority with reference to the subjects to be discussed at the meeting and powers granted; provided that a director may act as the proxy for only one another director.
Article 20
The authority of the Audit Committee and the other compliance issues shall be made according to the Securities and Exchange Act and other relevant laws and regulations.
Article 21
The Company may have various managers. The appointment, discharge and the remuneration of the managers shall be handled in accordance with Article 29 of the Company Act.
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CHAPTER V ACCOUNTING
Article 22
The fiscal year of the Company commences from January 1 to December Final accounts shall be handled at the end of each fiscal year.
Article 23
After the end of each fiscal year, the following documents and statements should be approved by the Board of Directors, and then submit the same to the ordinary shareholders' meeting for recognition:
- Business Report,
- Financial Statements, and
- Proposal for distribution of profit or appropriation of losses.
Article 24
The Company, if making profits in current year, shall provide the ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” at less than 10% and the ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” at be more than 1%, provided that all accumulated deficits, if any, are fully offset.
The employees’ compensation can be distributed in cash or stocks. The employees receiving the stock dividends may include employees in affiliated or control companies who met certain conditions stipulated by the Board of Directors authorized.
Employee and directors’ compensation are to report in the shareholders’ meeting.
Article 24-1
The Company, if making profits in current year, shall distribute the earnings in the following order:
- Payment of all taxes and dues;
- Offset prior years’ operation losses;
- Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve; However, when the statutory surplus reserve has reached the company's paid-in capital, this limitation is not applicable;
- Set aside or reverse special reserve in accordance with law and regulations;
- The remaining portion after the above-mentioned, accounted for as distributable earnings from current year, plus the undistributed earnings from prior years, i.e. accumulated distributable earnings, can be distributed to shareholders based on the proposal submitted by the board and approved by shareholders. If any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
To authorize the distributable dividends and bonuses or all or part of statutory surplus reserve and capital reserve in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders' demand for cash, dividend policy aims for a steady balance. Shareholder extra dividend each year cannot be less than 10% of distributed surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross amount of dividends.
ARTICLE VI SUPPLEMENTARY PROVISIONS
Article 25
The Company is allowed to make investment in an amount exceeding 40% of its paid-in capital and authorizes the Board of Directors to execute the investment.
Article 25-1
The Company may provide guarantee as necessary for the business.
Article 26
The organizational rules and operating rules of the Company shall be enacted separately by the Board of Directors remuneration.
Article 27
If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.
Article 28
The Article was agreed by all the promoters in founder's meeting in September 1, 2000. The first revised was June 28, 2003. The second revised was August 26, 2003. The third revised was April 16, 2004. The fourth time revised was April 16, 2004. The fifth time revised was June 14, 2005. The sixth time revised was June 14, 2005. The seventh revised was June 19, 2006. The eighth revised was May 30, 2007. The ninth revised was May 30, 2008. The tenth revised was June 18, 2010. The eleventh revised was June 22, 2011. The twelfth revised was June 18, 2012. The thirteenth revised was May 27, 2016. The fourteenth revised was May 26, 2017. The fifteenth revised was May 29, 2019. The sixteenth revised was May 28, 2020. The seventeenth revised was May 27, 2022. The eighteenth revised was May 28, 2025.
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46
Appendix III
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Shareholding of Directors
- Paid-in capital of the Company is NTD$5,269,259,600, with a total of 526,925,960 outstanding shares.
- According to Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by the entire directors is 16,861,631 shares.
- As of the date for suspending the share transfer for this shareholders meeting, the shareholding of each individual and entire directors stipulated in the shareholders roster is as follows:
Book closure date: March 29, 2026
| Position | Name | Shareholding when elected | Current shareholding | ||
|---|---|---|---|---|---|
| Shares | Shareholding ratio (%) | Shares | Shareholding ratio (%) | ||
| Chairman | Liao, Sih-Jheng | 172,000 | 0.04% | 647,631 | 0.12% |
| Director | Tong, Zi-Xian | 240,000 | 0.05% | 805,597 | 0.15% |
| Director | Guo, Ming-Dong | 521,795 | 0.11% | 581,748 | 0.11% |
| Director | Chen, He-Xu | 403,002 | 0.09% | 1,134,727 | 0.22% |
| Director | Asuspower Investment Co. Ltd. Representative: Zhang, Qian-Wei | 55,556,221 | 12.23% | 61,939,567 | 11.76% |
| Director | Asustek Investment Co. Ltd. Representative: Lin, Yi-Hsuan | 58,233,091 | 12.81% | 62,924,007 | 12.32% |
| Independent Director | Lee, Ming-Yu | - | - | - | - |
| Independent Director | Chen, Liang-Ji | - | - | - | - |
| Independent Director | Hocheng, Hong | - | - | - | - |
| Total | 115,126,109 | 25.33% | 130,033,277 | 24.68% |
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Appendix IV
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Other Explanation Item
The acceptance of the shareholders' proposals for the shareholders meeting this year:
-
According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a shareholders' general meeting.
-
The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and more than one proposal or any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting.
-
The period for acceptance of shareholders' proposal: From March 20, 2026 to March 30, 2026; the information has been announced on the Market Observation Post System.
-
The Company did not receive any shareholders' proposal during the aforesaid period.