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KST — AGM Information 2026
May 11, 2026
52240_rns_2026-05-11_b6481b91-eacb-4406-952c-47389cdd3d28.pdf
AGM Information
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Stock Code: 3003
K.S. TERMINALS INC.
K.S. TERMINALS INC.
KST®
Meeting Handbook of 2026 Annual General Shareholders’ Meeting
June 11, 2026
Table of Contents
Meeting Agenda --- 1
Reports --- 2
Ratification --- 3
Discussion --- 3
Extraordinary Motions --- 3
Attachments
I. 2025 Business Report --- 4
II. Audit Committee’s Review Report --- 7
III. The CPAs’ Audit Report and the 2025 Parent Company-Only and Consolidated Financial Statements --- 8
IV. Statement of Earnings Distribution --- 27
V. Comparison Table of Amendments to the Rules of Procedure for Shareholders’ Meetings --- 28
VI. Articles of Incorporation --- 30
VII. Rules of Procedure for Shareholders’ Meetings (Before Amendment) -35
VIII. Shareholding of Directors --- 45
IX. Other Matters --- 46
K.S. TERMINALS INC.
2026 Annual General Shareholders’ Meeting Agenda
Date and Time: June 11, 2026 (Thursday) 9:00 AM
Location: Meeting Room of the Company’s R&D Building at No. 13, Zhangbin East 3rd Road, Xianxi Township, Changhua County, Taiwan (R.O.C.) (physical shareholders’ meeting)
Meeting Procedure:
One. Call to Order
Two. Chairman’s Opening Speech
Three. Reports
I. 2025 Business Report
II. Audit Committee’s review report on the 2025 financial statements
III. Remuneration distribution to employees and directors for 2025
IV. Distribution of cash dividends from earnings in 2025
Four. Ratification
I. Motion for ratification of the 2025 financial statements
II. Motion for the 2025 earnings distribution.
Five. Discussion
I. Motion for the amendments to the Company’s “Rules of Procedure for Shareholders’ Meetings.
Six. Extraordinary Motions
Seven. Adjournment
2
Three. Reports
I. 2025 Business Report
Description:
(I) For the 2025 Business Report, please refer to Attachment 1 (pp. 4–6 of this Handbook).
(II) Please review.
II. Audit Committee’s review report on the 2025 financial statements
Description:
(I) For the Audit Committee’s Review Report, please refer to Attachment 2 (p. 7 of this Handbook).
(II) Please review.
III. Remuneration distribution to employees and directors for 2025
Description:
(I) Information on remuneration to employees and directors stipulated in the Articles of Incorporation:
If the Company has a profit in the year, it should first set aside no less than 3% as remuneration to employees and no more than 3% as remuneration to directors. Of the employee compensation, no less than 50% of the total amount shall be allocated to entry-level employees. However, earnings shall first be used to make up accumulated losses, if any.
(II) Distribution of 2025 remuneration to employees and directors passed by resolution of the Board of Directors is as follows:
Unit: NTD
| Distribution Item | Amount of Distribution by Resolution of the Board of Directors (A) | 2025 Recognized Expenses and Estimated Amount (B) | Discrepancy (A-B) | Reason for Discrepancy and its Handling |
|---|---|---|---|---|
| Remuneration to Employees | 8,000,000 | 8,000,000 | 0 | None |
| Remuneration to Directors | 5,500,000 | 5,500,000 | 0 |
(III) Amounts above were distributed in cash.
(IV) Please review.
IV. Distribution of cash dividends from earnings in 2025
Description:
(I) Under Article 31 of the Company’s Articles of Incorporation, the Board of Directors is authorized to distribute all or part of the dividends or bonuses in cash, which shall be reported at the shareholders’ meeting.
(II) Shareholders’ dividends totaling NTD 155,654,890 are to be distributed, with a cash dividend of NTD 1 per share. The Chairman is authorized to determine the ex-dividend date and the payment date. Cash dividends are calculated to the nearest whole dollar, with any fractional amounts less than one dollar rounded down; the aggregate of such fractional amounts shall be recognized as other income of the Company.
(III) Where there is a change in the Company’s capital stock that affects the number of outstanding shares, resulting in change in the ratio of shareholders’ cash allotment, the Chairman is authorized to handle such situation.
(IV) Please review.
Four. Ratification
I. Motion for Ratification of the 2025 Financial Statements (proposed by the Board of Directors)
Description:
(I) The Company’s 2025 Parent Company-Only and Consolidated Financial Statements have been audited by CPAs Chen Ming-Hung and Huang Yu-Ting of EY Taiwan, with an audit report issued. The audit report, alongside the business report, has been submitted to the Audit Committee for review.
(II) For the 2025 Business Report, please refer to Attachment 1 (pp. 4–6 of this Handbook).
(III) For various financial statements for 2025, please refer to Attachment 3 (pp. 8–26 of this Handbook).
(IV) Please ratify the proposal.
Resolution:
II. Motion for the 2025 Earnings Distribution (proposed by the Board of Directors)
Description:
(I) The profit after tax for 2025 totaled NTD 153,773,092. Under the Articles of Incorporation, a statement of earnings distribution shall be proposed. Please refer to Attachment 4 (p. 27 of this Handbook).
(II) Profit distribution for this period shall be made with priority given to 2025 earnings.
(III) Please ratify the proposal.
Resolution:
Five. Discussion
I. Motion for amendment to the Company’s Rules of Procedure for Shareholders’ Meetings (proposed by the Board of Directors).
Description:
(I) In accordance with Order No. 1140385797 issued by the Financial Supervisory Commission, Republic of China, on December 19, 2025, which promulgated amendments to Article 6 of the Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies, the Company proposes to amend certain provisions of its “Rules of Procedure for Shareholders’ Meetings.” A comparison table of the amendments is provided in Attachment 5 (pages 28–29 of this handbook).
(II) Please proceed with voting.
Resolution:
Six. Extraordinary Motions
Seven. Adjournment
[Attachment 1]
K.S. TERMINALS INC.
2025 Business Report
In 2025, the global economy exhibited a trend of "high volatility and divergent growth." Driven by advancements in artificial intelligence (AI), technological innovation became a key force supporting economic growth. However, rising trade protectionism reshaped global supply chains, resulting in weaker performance in the manufacturing and traditional industries. Taiwan's economic growth rate reached $8.68\%$ in 2025, marking a 15-year high, primarily driven by the robust development of the semiconductor and AI industries.
Against this backdrop, the Company continued to advance the development and sales of its core products, including EV charging connectors and energy storage connectors. It also initiated the establishment of a manufacturing facility in India while continuing to expand production capacity at its Thailand plant to diversify geopolitical and trade risks. At the same time, the Company actively strengthened its local sales teams in Southeast Asia and deepened collaboration with automakers and system integrators. Although revenue declined slightly compared to the previous year, the Company has proactively implemented various operational strategies to lay a solid foundation for future growth.
I. 2025 Business Report
In 2025, the Company's revenue amounted to NTD 4,396 million, representing a decrease of $3.28\%$ compared to NTD 4,545 million in 2024.
Operating profit was NTD 290 million, representing a decrease of $54.96\%$ compared to NTD 644 million in 2024.
Net profit after tax was NTD 170 million, representing a decrease of $72.34\%$ compared to NTD 613 million in 2024.
Earnings per share (EPS) was NTD 0.99.
(I) Results of the Implementation of the Business Plan:
Unit: NTD thousand
| Item | 2025 Actual Number | 2024 Actual Number | Increase (Decrease) Percentage (%) |
|---|---|---|---|
| Operating income | 4,396,105 | 4,544,959 | (3.28) |
| Operating Costs | 3,421,665 | 3,238,495 | 5.66 |
| Operating Gross Profit | 974,440 | 1,306,464 | (25.41) |
| Operating Expenses | 684,336 | 662,354 | 3.32 |
| Operating Profit | 290,104 | 644,110 | (54.96) |
| Profit Before Tax | 268,513 | 851,220 | (68.46) |
| Profit After Tax | 169,540 | 612,984 | (72.34) |
5
(II) Revenue, Expenses, and Profitability Analysis
Unit: NTD thousand
| Analysis Item | 2025 | 2024 | |
|---|---|---|---|
| Financial Income and Expenses | Interest Income | 36,005 | 59,287 |
| Interest Expenditure | 14,058 | 16,966 | |
| Profitability Analysis | Return on Assets (%) | 2.16 | 7.49 |
| Return on Shareholders’ Equity (%) | 2.55 | 9.42 | |
| Operating Income to Paid-in Capital Ratio (%) | 18.64 | 41.38 | |
| Net Income Before Tax to Paid-in Capital Ratio (%) | 17.25 | 54.69 | |
| Net Profit Margin (%) | 3.86 | 13.49 | |
| Earnings per Share After Tax (NTD) | 0.99 | 3.88 |
(III) Performance in Research and Development
- Continued development of high-power DC charging connectors and vehicle inlets.
- Connectors for green energy and energy storage systems.
- HVDC 380V and 1000V terminal solutions for AI data center infrastructure.
- BESS 1500V DC high-capacity terminal solutions for AI data center applications.
II. 2026 Business Plan Overview
(I) Business Policy
- Overseas Capacity Deployment: Continue to advance the establishment of overseas production bases. The India plant has entered the equipment installation and trial production stage, while the Thailand plant continues to expand capacity to meet regional demand.
- Market Deepening: Strengthen local business teams in Southeast Asia and deepen strategic cooperation with international automakers and system integrators.
- Supply Chain Resilience Management: Implement regionalized production and diversified manufacturing locations through a strategic sourcing center to effectively hedge against trade barriers and geopolitical risks.
- Smart Manufacturing Upgrade: Introduce a manufacturing execution system (MES) to integrate automated equipment operations, enable real-time monitoring, and improve production yield and operational efficiency.
- ESG and Sustainable Development: Promote carbon inventory and Task Force on Climate-related Financial Disclosures (TCFD) initiatives, and implement carbon reduction pathways to align with international sustainability standards.
(II) Key Marketing Policies
- Expand product lines related to EVs, energy storage systems (ESS), and AI data centers, and strengthen highly customized design capabilities.
- Form strategic alliances with external professional partners to optimize cost structures and accelerate new product introduction (NPI).
- Enhance global brand recognition and provide comprehensive services ranging from front-end design to back-end technical support.
III. Company’s Future Development Strategy
(I) Market Expansion: Deepen presence in key markets in Southeast Asia and India.
(II) Product Development: Focus on the development of DC charging connectors (and inlets), high-current connectors, hybrid terminals, and ultra-large gauge terminals to maintain technological leadership.
(III) Sustainability Governance: Complete carbon inventories across domestic and overseas facilities, promote a green supply chain, and introduce renewable energy to enhance ESG competitiveness in international markets.
(IV) Flexible Supply Chain: Leverage a strategic sourcing center and integrate localized supply systems to ensure stable supply of key components and maintain cost competitiveness.
IV. Impact from External Competitive Environment, Regulatory Environment, and Overall Business Environment
In 2026, the primary challenges facing the global economy remain tariff-related trade conflicts and supply chain volatility driven by geopolitical factors. However, the global transition toward green energy and the widespread adoption of AI technologies will continue to drive long-term growth in the EV and energy storage industries. The Company has proactively completed adjustments to its global production capacity and possesses strong adaptability and competitive advantages.
The continued support and trust of our shareholders are the greatest driving force behind the Company’s progress. We will uphold our principles of integrity, quality, and sustainability, and continue to enhance our research and development and manufacturing capabilities to create greater value for our shareholders.
We wish all shareholders good health and continued success in their endeavors.
K.S. TERMINALS INC.
Chairman: Cheng Ke-Pin
General Manager: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
[Attachment 2]
K.S. TERMINALS INC.
Audit Committee’s Review Report
The Board of Directors has submitted the Company’s 2025 financial statements, the proposal for earnings distribution, and the Business Report. Of these, the financial statements have been audited by the CPAs of EY Taiwan, and an audit report has been issued. The abovementioned Business Report, financial statements, and proposal for earnings distribution have been reviewed by the Audit Committee and found to be in compliance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, with a report issued for review.
Submitted To
The Company’s 2026 Annual General Shareholders’ Meeting
K.S. TERMINALS INC.
Convener of the Audit Committee: Lee Yi-Lung
March 12, 2026
[Attachment 3]
CPAs' Audit Report
To K.S. TERMINALS INC.,
Audit opinions
We have audited the accompanying parent company-only balance sheets of K.S. TERMINALS INC. (the “Company”) for the years ended 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, as well as the related notes, including a summary of significant accounting policies (collectively referred to as the “parent company-only financial statements”).
In our opinion, based on our audit results and the audit reports of other accountants (please refer to the Other Matters section), the accompanying parent company-only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Audit Opinion
We conducted our audit in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing standards. Our responsibilities under those standards are further described in the paragraph “CPAs’ Responsibilities for the Audit of the Parent Company-only Financial Statements.” We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant and have fulfilled our other responsibilities in accordance with these requirements. Based on our audit results and the audit reports of other accountants, we are convinced that we have obtained sufficient and appropriate audit evidence to serve as the basis for our audit opinion.
8
9
Key Audit Matters
Key audit matters refer to the most vital matters in our audit of the Company’s financial statements for the year ended December 31, 2025, based on our professional judgment. These matters are addressed in our audit of the parent company-only financial statements as a whole and in forming our audit opinion. We do not express a separate opinion on these matters.
Inventory Valuation (including investment using the equity method – subsidiary inventory)
The inventories of the Company and its subsidiaries invested using the equity method are material to the financial statements. The main raw materials in the inventory are bronze and copper. Due to fluctuations in international copper prices, the prices of raw material inventories may vary greatly. Additionally, fluctuations in international raw material prices can impact the selling prices of the relevant finished goods, especially when raw material prices are excessively low. As the amount of the allowance for inventory write-downs is material to the financial statements, we adopted it as a key audit matter.
Our audit procedures included, but were not limited to, understanding and testing the effectiveness of the internal control system established by the management team regarding inventory impairment losses; assessing the reasonableness of the allowance for inventory valuation losses provided; performing inventory observation procedures to confirm the condition of year-end inventory; recalculating unit costs for selected samples; and, for net realizable values used by management, selecting samples to verify against relevant purchase and sales documentation to validate the accuracy of inventory net realizable values.
We also considered the appropriateness of the disclosures in Notes 4, 5, and 6 to the financial statements related to inventories.
Other Matters – Reference to Other Accountants
Among the investee companies included in K.S. Terminals Inc.’s separate financial statements, the financial statements of certain investee companies were not audited by us but were audited by other accountants. Therefore, our opinion on the aforementioned parent company-only financial statements, with respect to the amounts listed in the financial statements of these investee companies, is based on the audit reports of other accountants. As of December 31, 2025, and December 31, 2024, the investments in these investee companies accounted for using the equity method were NTD 191,849 thousand and NTD 226,066 thousand, respectively, representing 2% and 3% of total assets. For the years ended December 31, 2025 and 2024, the share of profit or loss of associates and joint ventures accounted for using the equity method was NTD (34,729) thousand and NTD (40,770) thousand, representing (19)% and (6)% of net profit before tax, respectively. The share of other comprehensive income of associates and joint ventures accounted for using the equity method was NTD 512 thousand and NTD 4,974 thousand, representing (8)% and 24% of total other comprehensive income, respectively.
10
Responsibilities of the management and the governing body for the parent company-only financial statements
Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for maintaining necessary internal controls relevant to the preparation of parent company-only financial statements to ensure that the parent company-only financial statements are free from material misstatement, whether due to fraud or error.
In preparing the parent company-only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting, unless management intends to liquidate the Company, cease operations, or has no viable alternative but to do so.
The Company's governing body (including the Audit Committee) is responsible for supervising the financial reporting process.
CPAs' responsibilities for the audit of the parent company-only financial statements
Our objectives are to obtain reasonable assurance on whether the parent company-only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors' report. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from fraud or error. If the monetary amounts are misstated, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company-only financial statements, they are considered material.
We have exercised our professional judgment and maintained professional skepticism when performing the audit work in accordance with the generally accepted auditing standards. We also performed the following tasks:
-
We identified and assessed the risks of material misstatement arising from fraud or error within the parent company-only financial statements, designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error.
-
We learned about the internal control related to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
We evaluated the appropriateness of the accounting policies adopted and the reasonableness of the accounting estimates and relevant disclosures made by the management.
-
We drew conclusions on the appropriateness of management's adoption of the going concern basis of accounting based on the audit evidence obtained and on whether a material uncertainty exists regarding events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company-only financial statements to pay attention to relevant disclosures in said statements in our audit report. If such disclosures are inadequate, we need 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.
-
We evaluated the overall presentation, structure, and content of the parent company-only financial statements (including relevant notes) and whether the parent company-only financial statements adequately presented the relevant transactions and events.
-
We are convinced that we have acquired enough and appropriate audit evidence of the financial information of entities within the Group to serve as the basis of audit opinion on the parent company-only financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.
The matters communicated between us and the governing body included the planned scope and time of the audit and significant audit findings (including any significant defects in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountants regarding independence and communicated with it all relationships and other matters that might possibly be regarded as detrimental to our independence (including relevant protective measures).
From the matters communicated with the governing body, we determined the key audit matters for the audit of the Company's financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the auditors' report, unless legal regulations prohibit the public disclosure of specific matters or in extremely rare cases in which we decided not to communicate specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it might bring forth.
EY Taiwan
Approved by the Competent Authority to Audit/Review Publicly
Listed Companies' Financial Statements
Case Audit No.: Jin-Guan-Zheng-Shen-Zi
No. 1060027042
Jin-Guan-Zheng-Shen-Zi
No. 1080326041
Certified Public Accountant: Chen Ming-Hung Huang Yu-Ting
March 12, 2026
K.S. TERMINALS INC.
Parent Company-only Balance Sheets
December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Assets | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Item | Note | Amount | % | Amount | % |
| 1100 | Current Assets | |||||
| Cash and Cash Equivalents | 4 and 6.1 | $1,682,325 | 22 | $2,244,118 | 27 | |
| 1110 | Financial Assets at Fair Value Through Profit or Loss – current | 4 and 6.2 | 872,773 | 11 | 523,421 | 6 |
| 1136 | Financial Assets Measured at Amortized Cost – current | 4 | 31,375 | - | 32,740 | 1 |
| 1150 | Net Notes Receivable | 4, 6.3, and 6.14 | 26,639 | - | 26,256 | - |
| 1170 | Net Accounts Receivable | 4, 6.3, and 6.14 | 352,327 | 5 | 368,690 | 5 |
| 1180 | Net Accounts Receivable – Related Parties | 4, 6.3, 6.14, and 7 | 105,879 | 1 | 151,301 | 2 |
| 1200 | Other Receivables | 4 | 70,823 | 1 | 29,128 | - |
| 130x | Inventories | 4 and 6.4 | 1,018,646 | 13 | 1,389,826 | 17 |
| 1410 | Advance Receipts | 4 | 49,502 | 1 | 77,748 | 1 |
| 1470 | Other Current Assets | 14,919 | - | 11,017 | - | |
| 11xx | Total Current Assets | 4,225,208 | 54 | 4,854,245 | 59 | |
| 1517 | Non-current Assets | |||||
| Financial Assets at Fair Value Through Other Comprehensive Income – non-current | 4 and 6.5 | 75,816 | 1 | 76,837 | 1 | |
| 1550 | Investments Using the Equity Method | 4 and 6.6 | 2,179,444 | 28 | 1,930,655 | 23 |
| 1600 | Property, plant and equipment | 4, 6.8, and 7 | 1,230,174 | 16 | 1,323,415 | 16 |
| 1755 | Right-of-use Assets | 4, 6.15, and 7 | 11,429 | - | 85 | - |
| 1760 | Net Investment Property | 4 | 33,882 | 1 | 37,194 | 1 |
| 1780 | Intangible Assets | 4 | 7,669 | - | 7,530 | - |
| 1840 | Deferred Tax Assets | 4 and 6.19 | 17,072 | - | 9,616 | - |
| 1900 | Other Non-current Assets | 9,135 | - | 30,495 | - | |
| 15xx | Total Non-current Assets | 3,564,621 | 46 | 3,415,827 | 41 | |
| 1XXX | Total assets | $7,789,829 | 100 | $8,270,072 | 100 |
(Please see the Notes to the Parent Company-only Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
K.S. TERMINALS INC.
Parent Company-only Balance Sheets (Continued)
December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Item | Note | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term Borrowings | 4 and 6.8 | $400,000 | 5 | $325,000 | 4 |
| 2130 | Contract Liabilities – current | 4 and 6.13 | 6,771 | - | 3,405 | - |
| 2150 | Notes Payable | 1,645 | - | 2,201 | - | |
| 2170 | Accounts Payable | 61,631 | 1 | 100,803 | 1 | |
| 2180 | Accounts Payable – Related Parties | 3,077 | - | 4,299 | - | |
| 2200 | Other Payables | 4 and 6.9 | 205,000 | 3 | 274,504 | 3 |
| 2230 | Current Tax Liabilities | 4 and 6.19 | 17,889 | - | 71,675 | 1 |
| Long-term Liabilities Due Within One Year or | 4 and 6.10 | 197,448 | 3 | 271,946 | 3 | |
| 2322 | One Business Cycle | 12,459 | - | 6,221 | - | |
| 2399 | Other Current Liabilities | 4, 6.15, and 7 | ||||
| 21xx | Subtotal of Current Liabilities | 905,920 | 12 | 1,060,054 | 12 | |
| Non-current Liabilities | ||||||
| 2540 | Long-term Borrowings | 4 and 6.10 | 165,777 | 2 | 363,225 | 5 |
| 2570 | Deferred Tax Liabilities | 4 and 6.19 | 226,286 | 3 | 197,450 | 2 |
| 2600 | Other Non-current Liabilities | 4, 6.15, and 7 | 7,601 | - | 793 | - |
| 25xx | Subtotal of Non-current Liabilities | 399,664 | 5 | 561,468 | 7 | |
| 2xxx | Total Liabilities | 1,305,584 | 17 | 1,621,522 | 19 | |
| Equity Attributable to Owners of the Parent Company | ||||||
| 31XX | Capital Stock | 6.12 | ||||
| 3100 | Common stock | 1,556,549 | 20 | 1,556,549 | 19 | |
| 3200 | Capital Surplus | 6.12 | 27,281 | - | 27,281 | - |
| 3300 | Retained Earnings | 6.12 | - | |||
| 3310 | Legal Reserve | 918,175 | 12 | 857,713 | 10 | |
| 3320 | Special Reserve | 115,510 | 1 | 136,147 | 2 | |
| 3350 | Undistributed Earnings | 3,982,803 | 51 | 4,186,370 | 51 | |
| Subtotal of Retained Earnings | 5,016,488 | 64 | 5,180,230 | 63 | ||
| 3400 | Other Equity | |||||
| Exchange differences arising from the translation of the financial statements of foreign operations | (18,945) | - | (10,308) | - | ||
| 3410 | Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income | 12 | (97,128) | (1) | ||
| 3420 | Subtotal of Other Equity | (116,073) | (1) | (105,202) | (1) | |
| Total Equity | 6,484,245 | 83 | 6,648,550 | 81 | ||
| 3XXX | Total Liabilities and Equity | $7,789,829 | 100 | $8,270,072 | 100 |
(Please see the Notes to the Parent Company-only Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
K.S. TERMINALS INC.
Parent Company-only Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Code | Accounting Item | Note | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating income | 4, 6.13, and 7 | $2,619,463 | 100 | $2,989,339 | 100 |
| 5000 | Operating Costs | 4, 6.4, 6.16, and 7 | (2,135,793) | (81) | (2,169,487) | (73) |
| 5900 | Operating Gross Profit | 483,670 | 19 | 819,852 | 27 | |
| 5910 | Unrealized Sales Profit and Loss | (22,423) | (1) | (27,422) | (1) | |
| 5920 | Realized Sales Profit and Loss | 27,422 | 1 | 23,147 | 1 | |
| Net Operating Gross Profit | 488,669 | 19 | 815,577 | 27 | ||
| 6000 | Operating Expenses | 6.16 and 7 | ||||
| 6100 | Selling Expenses | (159,615) | (6) | (180,758) | (6) | |
| 6200 | Administrative Expenses | (162,388) | (6) | (148,727) | (5) | |
| 6300 | Research and Development Expenses | (126,922) | (5) | (120,675) | (4) | |
| 6450 | Gains (losses) on reversal of expected credit impairment | 4 and 6.14 | 156 | - | (33) | - |
| Total Operating Expenses | (448,769) | (17) | (450,193) | (15) | ||
| 6900 | Operating Profit | 39,900 | 2 | 365,384 | 12 | |
| 7000 | Non-operating Revenue and Expenses | |||||
| 7010 | Other Income | 17 and 6.4 | 47,790 | 2 | 66,800 | 2 |
| 7020 | Other Gains and Losses | 6.17 | (18,686) | (1) | 87,474 | 3 |
| 7050 | Financial Costs | 6.17 | (13,930) | (1) | (16,701) | - |
| Share of Profit or Loss of Subsidiaries, Associates, and Joint Ventures Recognized Using the Equity Method | 4 and 6.6 | 132,043 | 5 | 208,770 | 7 | |
| 7070 | Total Non-operating Income and Expenses | 147,217 | 5 | 346,343 | 12 | |
| 7900 | Net Profit Before Tax | 187,117 | 7 | 711,727 | 24 | |
| 7950 | Income Tax Expenses | 4 and 6.19 | (33,344) | (1) | (107,105) | (4) |
| 8200 | Current Net Profit | 153,773 | 6 | 604,622 | 20 | |
| 8300 | Other Comprehensive Income (loss) | 6.6, 6.18, and 6.19 | ||||
| Items That Will not be Reclassified Subsequently to Profit or Loss | ||||||
| 8310 | Unrealized Gain (loss) From Investments in Equity Instruments Measured at Fair Value Through Other Comprehensive Income | 1,578 | - | (28,035) | (1) | |
| 8316 | Income Tax Related to Items not Reclassified | 291 | - | (44) | - | |
| Items That May be Reclassified Subsequently to Profit or Loss | ||||||
| 8360 | Exchange differences arising from the translation of the financial statements of foreign operations | (11,436) | - | 54,678 | 2 | |
| 8361 | Share of other comprehensive income of associates and joint ventures accounted for using the equity method – items that may be reclassified to profit or loss | 512 | - | 4,974 | - | |
| 8370 | Income Tax Related to Items That May be Reclassified | 2,287 | - | (10,936) | - | |
| 8399 | Other Income in the Current Period (net of tax) | (6,768) | - | 20,637 | 1 | |
| 8500 | Total Comprehensive Income in the Current Period | $147,005 | 6 | $625,259 | 21 | |
| Earnings per Share | ||||||
| 9750 | Basic Earnings per Share (NTD) | 4 and 6.20 | $0.99 | $3.88 | ||
| 9850 | Diluted Earnings per Share (NTD) | $0.99 | $3.88 |
(Please see the Notes to the Parent Company-only Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
K.S. TERMINALS INC.
Parent Company-only Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Item | Common stock | Capital Surplus | Retained Earnings | Other Equity Interest Items | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Undistributed Earnings | Exchange differences arising from the translation of the financial statements of foreign operations | Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income | |||||
| Code | 3110 | 3200 | 3310 | 3320 | 3350 | 3410 | 3420 | 3xxx | |
| A1 | Balance as of January 1, 2024 2023 Statement of Earnings Distribution | $1,556,549 | $27,281 | $803,369 | $114,850 | $3,890,871 | $(59,024) | $(77,123) | $6,256,773 |
| B1 | Appropriation for legal reserve | 54,344 | (54,344) | - | |||||
| B3 | Appropriation for Special Reserve | 21,297 | (21,297) | - | |||||
| B5 | Cash Dividends on Ordinary Shares | (233,482) | (233,482) | ||||||
| D1 | Net income for 2024 | 604,622 | 604,622 | ||||||
| D3 | Other Comprehensive Income for 2024 | 48,716 | (28,079) | 20,637 | |||||
| D5 | Total Comprehensive Income in the Current Period | - | - | - | - | 604,622 | 48,716 | (28,079) | 625,259 |
| Z1 | Balance as of December 31, 2024 | $1,556,549 | $27,281 | $857,713 | $136,147 | $4,186,370 | $(10,308) | $(105,202) | $6,648,550 |
| A1 | Balance as of January 1, 2025 2024 Statement of Earnings Distribution | $1,556,549 | $27,281 | $857,713 | $136,147 | $4,186,370 | $(10,308) | $(105,202) | $6,648,550 |
| B1 | Appropriation for legal reserve | 60,462 | (60,462) | - | |||||
| B5 | Cash Dividends on Ordinary Shares | (311,310) | (311,310) | ||||||
| B17 | Reversal of Special Reserve | (20,637) | 20,637 | - | |||||
| D1 | Net income for 2025 | 153,773 | 153,773 | ||||||
| D3 | Other comprehensive income for 2025 | (8,637) | 1,869 | (6,768) | |||||
| D5 | Total Comprehensive Income in the Current Period | - | - | - | - | 153,773 | (8,637) | 1,869 | 147,005 |
| Q1 | Disposal of Equity Instruments at Fair Value Through Other comprehensive Income | (6,205) | 6,205 | - | |||||
| Z1 | Balance as of December 31, 2025 | $1,556,549 | $27,281 | $918,175 | $115,510 | $3,982,803 | $(18,945) | $(97,128) | $6,484,245 |
(Please see the Notes to the Parent Company-only Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
K.S. TERMINALS INC.
Parent Company-only Statement of Cash Flows
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Code | Item | 2025 | 2024 | Code | Item | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| AAAA | Cash flow from operating activities: | BBBB | Cash flow from investing activities: | ||||
| A10000 | Net Income Before Tax for This Period | $187,117 | $711,727 | B00020 | Disposal of Financial Assets at Fair Value Through Other Comprehensive Income | 2,599 | - |
| A20000 | Adjustments: | B00060 | Decrease (increase) in financial assets at amortized cost | 1,365 | (32,740) | ||
| A20010 | Income and Expenses: | B01800 | Acquisition of investments accounted for using the equity method | (122,671) | (13,241) | ||
| A20100 | Depreciation Expenses | 84,152 | 80,972 | B02700 | Acquisition of property, plant and equipment | (44,122) | (43,294) |
| A20200 | Amortization Expenses | 2,718 | 2,288 | B02800 | Disposal of Property, Plant and Equipment | 4,091 | 6,144 |
| A20300 | Gains (losses) on reversal of expected credit impairment | (156) | 33 | B04100 | Decrease in Other Receivables | - | 32,664 |
| A20400 | Net gain on financial assets and liabilities measured at fair value through profit or loss | (12,438) | (5,802) | B04500 | Acquisition of Intangible Assets | (2,857) | (3,035) |
| A20900 | Interest Expenses | 13,930 | 16,701 | B06700 | Increase in Other Non-current Assets | (2,489) | (43,581) |
| A21200 | Interest Income | (24,007) | (39,970) | B07600 | Dividends Received | - | 478,923 |
| A21300 | Dividend Income | (2,352) | (1,977) | BBBB | Net cash flows from (used in) investing activities | (164,084) | 381,840 |
| A22400 | Share of Profit of Subsidiaries, Associates, and Joint Ventures Recognized Using the Equity Method | (132,043) | (208,770) | ||||
| A22500 | Loss (gain) on disposal and retirement of property, plant and equipment | 3,903 | (3,353) | CCCC | Cash flow from financing activities: | ||
| A23100 | Gain on Disposal of Investments | (27,819) | (7,726) | C00100 | Increase in Short-term Loans | 985,000 | 1,730,000 |
| A23900 | Unrealized Sales Profit | 22,423 | 27,422 | C00200 | Decrease in Short-term Borrowings | (910,000) | (1,805,000) |
| A24000 | Realized Sales Profit | (27,422) | (23,147) | C01600 | Long-term Borrowings | - | 167,930 |
| A29900 | Other Items | 43,552 | 193 | C01700 | Repayments of Long-term Borrowings | (271,946) | (110,157) |
| A30000 | Changes in Current Assets/Liabilities Related to Operating Activities: | C04020 | Lease Principal Repaid | (4,488) | (4,469) | ||
| A31115 | Decrease (increase) in Financial Assets at Fair Value through Profit or Loss – current | (294,661) | 111,023 | C04500 | Payout of Cash Dividends | (311,310) | (233,482) |
| A31130 | Increase in Notes Receivable | (383) | (437) | C05600 | Interest Paid | (13,964) | (16,707) |
| A31150 | Decrease (increase) in Accounts Receivable | 16,519 | (44,093) | CCCC | Net Cash Outflow From Financing Activities | (526,708) | (271,885) |
| A31160 | Decrease (increase) in Accounts Receivable – Related Parties | 45,422 | (83,985) | EEEE | Increase (decrease) in the Current Cash and Cash Equivalents | (561,793) | 50,319 |
| A31180 | Decrease (increase) in Other Receivables | 10,157 | (5,715) | E00100 | Cash and Cash Equivalents at the Beginning of the Period | 2,244,118 | 2,193,799 |
| A31200 | Decrease (increase) in Inventories | 333,785 | (469,373) | E00200 | Cash and Cash Equivalents at the End of the Period | $1,682,325 | $2,244,118 |
| A31230 | Decrease (increase) in Prepayments | 28,246 | (41,609) | ||||
| A31240 | Increase in Other Current Assets | (892) | (1,214) | ||||
| A32125 | Increase (decrease) in Contract Liabilities | 3,366 | (1,749) | ||||
| A32130 | Decrease in Notes Payable | (556) | (1,428) | ||||
| A32150 | Increase (decrease) in Accounts Payable | (39,172) | 39,932 | ||||
| A32160 | (Decrease) increase in Accounts Payable – Related Parties | (1,222) | 2,764 | ||||
| A32180 | Decrease in Other Payables | (63,996) | (16,961) | ||||
| A32230 | Increase (decrease) in Other Current Liabilities | 1,618 | (1,102) | ||||
| A33000 | Cash Inflow From Operations | 169,789 | 34,644 | ||||
| A33100 | Interest Received | 23,040 | 40,198 | ||||
| A33200 | Dividends Received | 2,352 | 1,977 | ||||
| A33500 | Income Tax Paid | (66,182) | (136,455) | ||||
| AAAA | Net Cash Inflows (Outflows) From Operating Activities | 128,999 | (59,636) |
(Please see the Notes to the Parent Company-only Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
CPAs' Audit Report
To K.S. TERMINALS INC.,
Audit opinions
We have audited the accompanying consolidated balance sheets of K.S. TERMINALS INC. (the "Company") and its subsidiaries (collectively, the "Group") for the years ended December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, as well as the related notes, including a summary of significant accounting policies (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audit results and the audit reports of other CPAs (please refer to the Other Matters section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and for the years then ended, as well as its consolidated financial performance and consolidated cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Audit Opinion
We conducted our audit in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing standards. Our responsibilities under those standards are further described in the paragraph "CPAs' Responsibilities for the Audit of the Consolidated Financial Statements." We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China and have fulfilled our other responsibilities in accordance with these requirements. Based on our audit results and the audit reports of other accountants, we are convinced that we have obtained sufficient and appropriate audit evidence to serve as the basis for our audit opinion.
Key Audit Matters
Key audit matters refer to the most vital matters in our audit of the Group's consolidated financial statements for the year ended December 31, 2025, based on our professional judgment. These matters are addressed in our audit of the consolidated financial statements as a whole and in forming our audit opinion. We do not express a separate opinion on these matters.
17
18
Inventory Valuation
As of December 31, 2025, the Group’s net inventories amounted to NTD 1,676,561 thousand, accounting for 21% of the consolidated total assets, which was material to the financial statements. The main raw materials in the inventory are bronze and copper. Due to fluctuations in international copper prices, the prices of raw material inventories may vary greatly. Additionally, fluctuations in international raw material prices can impact the selling prices of the relevant finished goods, especially when raw material prices are excessively low. As the amount of the allowance for inventory write-downs is material to the financial statements, we adopted it as a key audit matter.
Our audit procedures included, but were not limited to, understanding and testing the effectiveness of the internal control system established by the management team regarding inventory impairment losses; assessing the reasonableness of the allowance for inventory valuation losses provided; performing inventory observation procedures to confirm the condition of year-end inventory; recalculating unit costs for selected samples; and, for net realizable values used by management, selecting samples to verify against relevant purchase and sales documentation to validate the accuracy of inventory net realizable values.
We also considered the appropriateness of the disclosures in Notes 4, 5, and 6 to the financial statements related to inventories.
Other Matters – Reference to Other Accountants
The financial statements of certain investee companies included in the consolidated financial statements of K.S. Terminals Inc. and its subsidiaries were not audited by us but were audited by other accountants. Therefore, our opinion on the aforementioned consolidated financial statements, with respect to the amounts listed in the financial statements of these investee companies, is based on the audit reports of other accountants. As of December 31, 2025, and December 31, 2024, the investments in these investee companies accounted for using the equity method were NTD 191,849 thousand and NTD 226,066 thousand, respectively, representing 2% and 3% of total consolidated assets. For the years ended December 31, 2025 and 2024, the share of profit or loss of associates and joint ventures accounted for using the equity method was NTD (34,729) thousand and NTD (40,770) thousand, representing (13)% and (5)% of net profit before tax, respectively. The share of other comprehensive income of associates and joint ventures accounted for using the equity method was NTD 512 thousand and NTD 4,974 thousand, representing (15)% and 20% of total other comprehensive income, respectively.
19
Responsibilities of the management and the governing body for the consolidated financial statements
The responsibilities of management are to prepare the consolidated financial statements with a fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC, and to maintain the necessary internal controls associated with the preparation in order to ensure that the consolidated financial statements are free from material misstatement arising from fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless management intends to liquidate the Group, cease operations, or has no viable alternatives but to do so.
The Group’s governing body (including the Audit Committee) is responsible for supervising the financial reporting process.
CPAs’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from fraud or error. If the monetary amounts are misstated, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.
We have exercised our professional judgment and maintained professional skepticism when performing the audit work in accordance with the generally accepted auditing standards. We also performed the following tasks:
- We identified and assessed the risks of material misstatement arising from fraud or error within the consolidated financial statements, designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error.
-
We learned about the internal control related to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
We evaluated the appropriateness of the accounting policies adopted and the reasonableness of the accounting estimates and relevant disclosures made by the management.
-
We drew conclusions on the appropriateness of management’s adoption of the going concern basis of accounting based on the audit evidence obtained and on whether a material uncertainty exists regarding events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements in our audit report. If such disclosures are inadequate, we need 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 Group to cease to continue as a going concern.
-
We evaluated the overall presentation, structure, and content of the consolidated financial statements (including relevant notes) and whether the consolidated financial statements adequately presented the relevant transactions and events.
-
We are convinced that we have acquired sufficient and appropriate audit evidence of the financial information of entities within the Group to serve as the basis of an audit opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.
The matters communicated between us and the governing body included the planned scope and time of the audit and significant audit findings (including any significant defects in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountants regarding independence and communicated with it all relationships and other matters that might possibly be regarded as detrimental to our independence (including relevant protective measures).
From the matters communicated with the governing body, we determined the key audit matters for the audit of the Group’s consolidated financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the auditors’ report, unless legal regulations prohibit the public disclosure of specific matters or in extremely rare cases in which we decided not to communicate specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it might bring forth.
20
21
Others
K.S. TERMINALS has also prepared the parent company-only financial statements for the years ended December 31, 2025 and 2024, for which we have issued an unqualified opinion with an Other Matters paragraph, alongside the audit report.
EY Taiwan
Approved by the Competent Authority to Audit/Review Publicly
Listed Companies' Financial Statements
Case Audit No.: Jin-Guan-Zheng-Shen-Zi
No. 1060027042
Jin-Guan-Zheng-Shen-Zi
No. 1080326041
Certified Public Accountant: Chen Ming-Hung
Huang Yu-Ting
March 12, 2026
K.S. TERMINALS INC. and its Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Assets | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Item | Note | Amount | % | Amount | % |
| 1100 | Current Assets | |||||
| 1100 | Cash and Cash Equivalents | 4 and 6.1 | $2,396,218 | 29 | $2,876,550 | 34 |
| 1110 | Financial Assets at Fair Value Through Profit or Loss – current | 4 and 6.2 | 872,773 | 11 | 523,421 | 6 |
| 1136 | Financial Assets at Amortized Cost | 4 | 156,868 | 2 | 32,740 | - |
| 1150 | Net Notes Receivable | 4, 6.3, and 6.14 | 252,964 | 3 | 236,628 | 3 |
| 1170 | Net Accounts Receivable | 4, 6.3, and 6.14 | 798,545 | 10 | 809,365 | 9 |
| 1200 | Other Receivables | 4 | 74,623 | 1 | 32,646 | - |
| 130x | Inventories | 4 and 6.4 | 1,676,561 | 21 | 2,029,169 | 25 |
| 1410 | Advance Receipts | 4 | 65,662 | 1 | 108,933 | 1 |
| 1470 | Other Current Assets | 32,162 | - | 28,289 | - | |
| 11xx | Total Current Assets | 6,326,376 | 78 | 6,677,741 | 78 | |
| 1517 | Non-current Assets | |||||
| 1517 | Financial Assets at Fair Value Through Other Comprehensive Income – non-current | 4 and 6.5 | 75,816 | 1 | 76,837 | 1 |
| 1550 | Investments Using the Equity Method | 4 and 6.6 | 191,849 | 2 | 226,066 | 3 |
| 1600 | Property, plant and equipment | 4, 6.8, and 7 | 1,414,432 | 18 | 1,488,653 | 18 |
| 1755 | Right-of-use Assets | 4, 6.15, and 7 | 21,877 | - | 12,482 | - |
| 1760 | Investment Property | 4 | 38,779 | 1 | 42,414 | - |
| 1780 | Intangible Assets | 4 | 8,305 | - | 9,133 | - |
| 1840 | Deferred Tax Assets | 4 and 6.19 | 22,971 | - | 16,765 | - |
| 1900 | Other Non-current Assets | 35,575 | - | 41,646 | - | |
| 15xx | Total Non-current Assets | 1,809,604 | 22 | 1,913,996 | 22 | |
| 1XXX | Total assets | $8,135,980 | 100 | $8,591,737 | 100 |
(Please see Notes to the Consolidated Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
K.S. TERMINALS INC. and its Subsidiaries
Consolidated Balance Sheets (Continued)
December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting Item | Note | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term Borrowings | 4 and 6.8 | $401,565 | 5 | $326,502 | 4 |
| 2130 | Contract Liabilities – current | 4 and 6.13 | 16,512 | - | 11,020 | - |
| 2150 | Notes Payable | 1,645 | - | 2,201 | - | |
| 2170 | Accounts Payable | 176,787 | 2 | 226,648 | 3 | |
| 2200 | Other Payables | 6.9 | 311,050 | 4 | 358,759 | 4 |
| 2230 | Current Tax Liabilities | 4 and 6.19 | 43,677 | 1 | 107,006 | 1 |
| 2322 | Long-term Liabilities Due Within One Year or One Business Cycle | 4 and 6.10 | 197,448 | 2 | 271,946 | 3 |
| 2399 | Other Current Liabilities | 4, 6.15, and 7 | 16,959 | - | 10,356 | - |
| 21XX | Subtotal of Current Liabilities | 1,165,643 | 14 | 1,314,738 | 15 | |
| Non-current Liabilities | ||||||
| 2540 | Long-term Borrowings | 4 and 6.10 | 165,777 | 2 | 363,225 | 5 |
| 2570 | Deferred Tax Liabilities | 4 and 6.19 | 226,286 | 3 | 197,450 | 2 |
| 2600 | Other Non-current Liabilities | 4, 6.15, and 7 | 9,156 | - | 3,816 | - |
| 25XX | Subtotal of Non-current Liabilities | 401,219 | 5 | 564,491 | 7 | |
| 2XXX | Total Liabilities | 1,566,862 | 19 | 1,878,929 | 22 | |
| 31XX | Equity Attributable to Owners of the Parent Company | |||||
| 3100 | Capital Stock | 6.12 | ||||
| 3110 | Common stock | 1,556,549 | 19 | 1,556,549 | 18 | |
| 3200 | Capital Surplus | 6.12 | 27,281 | - | 27,281 | - |
| 3300 | Retained Earnings | 6.12 | - | |||
| 3310 | Legal Reserve | 918,175 | 11 | 857,713 | 10 | |
| 3320 | Special Reserve | 115,510 | 2 | 136,147 | 2 | |
| 3350 | Undistributed Earnings | 3,982,803 | 49 | 4,186,370 | 48 | |
| Subtotal of Retained Earnings | 5,016,488 | 62 | 5,180,230 | 60 | ||
| 3400 | Other Equity | |||||
| 3410 | Exchange differences arising from the translation of the financial statements of foreign operations | (18,945) | - | (10,308) | - | |
| 3420 | Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income | 12 | (97,128) | (1) | (105,202) | (1) |
| Subtotal of Other Equity | (116,073) | (1) | (115,510) | (1) | ||
| 31XX | Total Equity Attributable to Owners of the Parent Company | 6,484,245 | 80 | 6,648,550 | 77 | |
| 36xx | Non-controlling Interests | 6.12 | 84,873 | 1 | 64,258 | 1 |
| 3xxx | Total Equity | 6,569,118 | 81 | 6,712,808 | 78 | |
| Total Liabilities and Equity | $8,135,980 | 100 | $8,591,737 | 100 |
(Please see Notes to the Consolidated Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
K.S. TERMINALS INC. and its Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Code | Item | Note | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating income | 4 and 6.13 | $4,396,105 | 100 | $4,544,959 | 100 |
| 5000 | Operating Costs | 4, 6.4, and 6.16 | (3,421,665) | (78) | (3,238,495) | (71) |
| 5900 | Operating Gross Profit | 974,440 | 22 | 1,306,464 | 29 | |
| 6000 | Operating Expenses | 6.16 and 7 | ||||
| 6100 | Selling Expenses | (303,734) | (7) | (304,577) | (7) | |
| 6200 | Administrative Expenses | (239,633) | (5) | (220,640) | (5) | |
| 6300 | Research and Development Expenses | (141,125) | (3) | (136,683) | (3) | |
| 6450 | Gains (losses) on reversal of expected credit impairment | 4 and 6.14 | 156 | - | (454) | - |
| Total Operating Expenses | (684,336) | (15) | (662,354) | (15) | ||
| 6900 | Operating Profit | 290,104 | 7 | 644,110 | 14 | |
| 7000 | Non-operating Revenue and Expenses | |||||
| 7010 | Other Income | 17 and 6.4 | 61,197 | 1 | 91,288 | 2 |
| 7020 | Other Gains and Losses | 6.17 | (34,001) | (1) | 173,558 | 4 |
| 7050 | Financial Costs | 6.17 | (14,058) | - | (16,966) | - |
| 7060 | Share of Profit or Loss of Associates and Joint Ventures Recognized Using the Equity Method | 4 and 6.6 | (34,729) | (1) | (40,770) | (1) |
| Total Non-operating Income and Expenses | (21,591) | (1) | 207,110 | 5 | ||
| 7900 | Net Profit Before Tax | 268,513 | 6 | 851,220 | 19 | |
| 7950 | Income Tax Expenses | 4 and 6.19 | (98,973) | (2) | (238,236) | (5) |
| 8200 | Current Net Profit | 169,540 | 4 | 612,984 | 14 | |
| 8300 | Other Comprehensive Income (loss) | 6.6, 6.18, and 6.19 | ||||
| 8310 | Items That Will not be Reclassified Subsequently to Profit or Loss | |||||
| 8316 | Unrealized Gain (loss) From Investments in Equity Instruments Measured at Fair Value Through Other Comprehensive Income | 1,578 | - | (28,035) | (1) | |
| (Losses) Gains | ||||||
| 8349 | Income Tax Related to Items not Reclassified | 291 | - | (44) | - | |
| 8360 | Items That May be Reclassified Subsequently to Profit or Loss | |||||
| 8361 | Exchange differences arising from the translation of the financial statements of foreign operations | (8,134) | - | 58,332 | 1 | |
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for using the equity method – items that may be reclassified to profit or loss | 512 | - | 4,974 | - | |
| Items Reclassified Subsequently to Profit or Loss | ||||||
| 8399 | Income Tax Related to Items That May be Reclassified to Profit or Loss | 2,287 | - | (10,936) | - | |
| 8300 | Other Income in the Current Period (net of tax) | (3,466) | - | 24,291 | - | |
| 8500 | Total Comprehensive Income in the Current Period | $166,074 | 4 | $637,275 | 14 | |
| 8600 | Net Income Attributable To: | |||||
| 8610 | Owners of Parent | $153,773 | $604,622 | |||
| 8620 | Non-controlling Interests | 15,767 | 8,362 | |||
| $169,540 | $612,984 | |||||
| 8700 | Comprehensive Income Attributable To: | |||||
| 8710 | Owners of Parent | $147,005 | $625,259 | |||
| 8720 | Non-controlling Interests | 19,069 | 12,016 | |||
| $166,074 | $637,275 | |||||
| Earnings per Share | ||||||
| 9750 | Basic Earnings per Share (NTD) | 4 and 6.20 | $0.99 | $3.88 | ||
| 9850 | Diluted Earnings per Share (NTD) | $0.99 | $3.88 |
(Please see Notes to the Consolidated Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
K.S. TERMINALS INC. and its Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Item | Equity Attributable to Owners of the Parent Company | Non-controlling Interests | Total Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital Surplus | Retained Earnings | Other Equity Interest Items | Total | |||||||||
| Legal Reserve | Special Reserve | Undistributed Earnings | Exchange differences arising from the translation of the financial statements of foreign operations | Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income | |||||||||
| Code | 3110 | 3200 | 3310 | 3320 | 3350 | 3410 | 3420 | 31XX | 36XX | 3XXX | |||
| A1 | Balance as of January 1, 2024 | $1,556,549 | $27,281 | $803,369 | $114,850 | $3,890,871 | $(59,024) | $(77,123) | $6,256,773 | $50,488 | $6,307,261 | ||
| B1 | 2023 Statement of Earnings Distribution | 54,344 | (54,344) | - | - | ||||||||
| B3 | Appropriation for Legal reserve | 21,297 | (21,297) | - | - | ||||||||
| B5 | Cash Dividends on Ordinary Shares | (233,482) | (233,482) | (233,482) | |||||||||
| D1 | Net income for 2024 | 604,622 | 604,622 | 8,362 | 612,984 | ||||||||
| D3 | Other Comprehensive Income for 2024 | 48,716 | (28,079) | 20,637 | 3,654 | 24,291 | |||||||
| D5 | Total Comprehensive Income in the Current Period | - | - | - | - | 604,622 | 48,716 | (28,079) | 625,259 | 12,016 | 637,275 | ||
| O1 | Changes in non-controlling interests | 1,754 | 1,754 | ||||||||||
| Z1 | Balance as of December 31, 2024 | $1,556,549 | $27,281 | $857,713 | $136,147 | $4,186,370 | $(10,308) | $(105,202) | $6,648,550 | $64,258 | $6,712,808 | ||
| A1 | Balance as of January 1, 2025 | $1,556,549 | $27,281 | $857,713 | $136,147 | $4,186,370 | $(10,308) | $(105,202) | $6,648,550 | $64,258 | $6,712,808 | ||
| B1 | 2024 Statement of Earnings Distribution | 60,462 | (60,462) | - | - | ||||||||
| B5 | Appropriation for legal reserve | (311,310) | (311,310) | (311,310) | |||||||||
| B17 | Cash Dividends on Ordinary Shares | (20,637) | 20,637 | - | - | ||||||||
| D1 | Reversal of Special Reserve | 153,773 | 153,773 | 15,767 | 169,540 | ||||||||
| D3 | Net income for 2025 | (8,637) | 1,869 | (6,768) | 3,302 | (3,466) | |||||||
| D5 | Other comprehensive income for 2025 | ||||||||||||
| D5 | Total Comprehensive Income in the Current Period | - | - | - | - | 153,773 | (8,637) | 1,869 | 147,005 | 19,069 | 166,074 | ||
| O1 | Changes in non-controlling interests | 1,546 | 1,546 | ||||||||||
| Q1 | Disposal of Equity Instruments at Fair Value Through Other comprehensive Income | (6,205) | 6,205 | - | - | ||||||||
| Z1 | Balance as of December 31, 2025 | $1,556,549 | $27,281 | $918,175 | $115,510 | $3,982,803 | $(18,945) | $(97,128) | $6,484,245 | $84,873 | $6,569,118 |
(Please see Notes to the Consolidated Financial Statements.)
(Please see Notes to the Consolidated Financial Statements.)
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
Chairman: Cheng Ke-Pin
K.S. TERMINALS INC. and its Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
| Code | Item | 2025 | 2024 | Code | Item | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| AAAA | Cash flow from operating activities: | BBBB | Cash flow from investing activities: | ||||
| A10000 | Net Income Before Tax for This Period | $268,513 | $851,220 | B00020 | Disposal of Financial Assets at Fair Value Through Other Comprehensive Income | 2,599 | - |
| A20000 | Adjustments: | B00060 | Increase in Financial Assets Measured at Amortized Cost | (124,128) | (32,740) | ||
| A20010 | Income and Expenses: | B02700 | Acquisition of property, plant and equipment | (96,809) | (70,312) | ||
| A20100 | Depreciation Expenses | 113,974 | 111,482 | B02800 | Disposal of Property, Plant and Equipment | 17,119 | 144,517 |
| A20200 | Amortizations | 4,005 | 3,903 | B04100 | Other Receivables – Decrease in Restricted Assets | - | 32,664 |
| A20300 | Gains (losses) on reversal of expected credit impairment | (156) | 454 | B04500 | Acquisition of Intangible Assets | (3,206) | (5,329) |
| A20400 | Net gain on financial assets at fair value through profit or loss | (12,438) | (5,802) | B05350 | Acquisition of Right-of-use Assets | - | (561) |
| A20900 | Interest Expenses | 14,058 | 16,966 | B06700 | Increase in Other Non-current Assets | (23,747) | (46,749) |
| A21200 | Interest Income | (36,005) | (59,287) | BBBB | Net cash flows from (used in) investing activities | (228,172) | 21,490 |
| A21300 | Dividend Income | (2,352) | (1,977) | ||||
| A22300 | Share of Loss of Subsidiaries, Associates, and Joint Ventures Recognized Using the Equity Method | 34,729 | 40,770 | ||||
| A22500 | Net losses (gains) on disposal of property, plant and equipment | 8,947 | (64,380) | CCCC | Cash flow from financing activities: | ||
| A23100 | Gain on Disposal of Investments | (27,819) | (7,726) | C00100 | Increase in Short-term Loans | 987,975 | 1,732,859 |
| A29900 | Other Items | 51,973 | 2,309 | C00200 | Decrease in Short-term Borrowings | (912,975) | (1,807,859) |
| A30000 | Changes in Current Assets/Liabilities Related to Operating Activities: | C01600 | Long-term Borrowings | - | 167,930 | ||
| A31115 | Decrease (increase) in Financial Assets at Fair Value through Profit or Loss – current | (294,661) | 111,023 | C01700 | Repayments of Long-term Borrowings | (271,946) | (110,157) |
| A31130 | Decrease (increase) in Notes Receivable | (14,732) | 29,199 | C04020 | Lease Principal Repaid | (5,841) | (5,939) |
| A31150 | Decrease (increase) in Accounts Receivable | 13,326 | (153,871) | C04500 | Payout of Cash Dividends | (311,310) | (233,482) |
| A31180 | Decrease (increase) in Other Receivables | 9,848 | (6,410) | C05600 | Interest Paid | (14,091) | (16,973) |
| A31200 | Decrease (increase) in Inventories | 308,035 | (580,217) | C05800 | Changes in Non-controlling Interest | 1,546 | 1,754 |
| A31230 | Decrease (increase) in Prepayments | 42,136 | (48,601) | CCCC | Net Cash Outflow From Financing Activities | (526,642) | (271,867) |
| A31240 | Increase in Other Current Assets | (310) | (743) | DDDD | Effect of Exchange Rate Changes on Cash and Cash Equivalents | (17,023) | 15,077 |
| A32125 | Increase (decrease) in Contract Liabilities | 5,444 | (1,834) | EEEE | Decrease in Current Cash and Cash Equivalents | (480,332) | (106,429) |
| A32130 | Decrease in Notes Payable | (556) | (1,428) | E00100 | Cash and Cash Equivalents at the Beginning of the Period | 2,876,550 | 2,982,979 |
| A32150 | Increase (decrease) in Accounts Payable | (47,169) | 78,519 | E00200 | Cash and Cash Equivalents at the End of the Period | $2,396,218 | $2,876,550 |
| A32180 | Decrease in Other Payables | (46,158) | (9,944) | ||||
| A32230 | Increase (decrease) in Other Current Liabilities | 1,726 | (930) | ||||
| A33000 | Cash Inflow From Operations | 394,358 | 302,695 | ||||
| A33100 | Interest Received | 35,092 | 59,195 | ||||
| A33200 | Dividends Received | 2,352 | 1,977 | ||||
| A33500 | Income Tax Paid | (140,297) | (234,996) | ||||
| AAAA | Net Cash Inflow From Operating Activities | 291,505 | 128,871 |
(Please see Notes to the Consolidated Financial Statements.)
Chairman: Cheng Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
[Attachment 4]
K.S. TERMINALS INC.
Statement of Earnings Distribution
2025
Unit: NTD
| Item | Amount | |
|---|---|---|
| Unappropriated Retained Earnings at the Beginning of the Period | 3,835,235,175 | |
| Net Profit After Tax for the Year | 153,773,092 | |
| Disposal of Equity Instruments at Fair Value Through Other comprehensive Income | (6,205,760) | |
| Subtotal | 3,982,802,507 | |
| Provision Items: | ||
| Less: Legal Reserve set Aside (10%) | (14,756,733) | |
| Appropriation of Special Reserve in Accordance With Applicable Laws and Regulations | (563,061) | |
| Subtotal of Distributable Earnings for the Year | 3,967,482,713 | |
| Distribution Items | ||
| Shareholder Bonus in Cash | (155,654,890) | |
| Unappropriated Earnings at the End of the Period | 3,811,827,823 | |
| Note 1: Profit distribution will prioritize the earnings of 2025 (based on 155,654,890 outstanding shares as of March 12, 2026). |
Chairman: Chang Ke-Pin
Managerial Officer: Cheng Chieh-Yuan
Chief Accounting Officer: Tseng Yu-Chin
[Attachment 5]
K.S. TERMINALS INC.
Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings
| Provisions Before Amendment | Current Provisions | Reason for Amendment |
|---|---|---|
| Article 3 Paragraphs 1 to 3 (omitted) | ||
| 30 days before the Company convenes a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, and other matters on the shareholders’ meeting agenda, as well as the shareholders’ meeting handbook and supplementary meeting materials, and upload them to the MOPS. The Company shall, at least 15 days before the scheduled date of the shareholders’ meeting, prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. The handbook shall be displayed at the Company and its stock registrar and transfer agent, and shall be distributed on-site at the shareholders’ meeting. | ||
| (Omitted hereinafter) | Article 3 Paragraphs 1 to 3 (omitted) | |
| 30 days before the Company convenes a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, and other matters on the shareholders’ meeting agenda, and upload them to the MOPS. The shareholders’ meeting handbook and supplementary meeting materials shall be uploaded electronically to the Market Observation Post System (MOPS) at least 21 days prior to an annual shareholders’ meeting or at least 15 days prior to a special shareholders’ meeting. However, companies with paid-in capital of NTD 10 billion or more as of the end of the most recent fiscal year, or companies with foreign and PRC investor shareholding ratios totaling 30% or more in the shareholder register at the most recent annual shareholders’ meeting, shall complete the aforementioned electronic file transfer at least 30 days prior to the annual | Amended in accordance with Paragraph 4 of Article 6 of the “Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies.” |
K.S. TERMINALS INC.
Comparison Table of Amendments to the Rules of Procedure for Shareholders’ Meetings
| Provisions Before Amendment | Current Provisions | Reason for Amendment |
|---|---|---|
| shareholders’ meeting. | ||
| When the Company convenes a shareholders’ meeting, it shall, 15 days before the scheduled date, prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for shareholders to obtain and review at any time. The handbook shall be displayed at the Company and its stock registrar and transfer agent, and shall be distributed on-site at the shareholders’ meeting. (Omitted hereinafter) | ||
| Article 31 | ||
| These Rules were established on September 17, 1999; the 1st amendment was made on June 14, 2002; the 2nd amendment was made on June 14, 2006; the 3rd amendment was made on August 26, 2016; the 4th amendment was made on June 12, 2018; the 5th amendment was made on June 10, 2020; the 6th amendment was made on July 15, 2021; the 7th amendment was made on June 6, 2024; and the 8th amendment was made on June 11, 2026. | Article 31 | |
| These Rules were established on September 17, 1999; the 1st amendment was made on June 14, 2002; the 2nd amendment was made on June 14, 2006; the 3rd amendment was made on August 26, 2016; the 4th amendment was made on June 12, 2018; the 5th amendment was made on June 10, 2020; the 6th amendment was made on July 15, 2021; and the 7th amendment was made on June 6, 2024. | The date of amendment is added. |
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[Attachment 6]
K.S. TERMINALS INC.
Articles of Incorporation
Chapter I General Provisions
Article 1: The Company is organized in accordance with the provisions stipulated in the Company Act and is named K.S. TERMINALS INC.
Article 2: The Company's business services are as follows:
(1) Manufacturing, processing, trading, and domestic and foreign sales of a variety of terminals.
(2) Manufacturing, processing, trading, and domestic and foreign sales of plastic products associated with terminals.
(3) Manufacturing of mechanical and electrical circuits associated with terminals.
(4) Manufacturing and processing of metal stamping and plastic molds associated with terminals.
(5) CC01080 Electronics Components Manufacturing.
(6) C805050 Industrial Plastic Products Manufacturing.
(7) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
(8) CQ01010 Mold and Die Manufacturing.
(9) CC01040 Lighting Equipment Manufacturing.
(10) CA01130 Copper Rolling, Drawing and Extruding.
(11) CP01010 Hand Tools Manufacturing.
(12) CA04010 Surface Treatments.
(13) CC01060 Wired Communication Mechanical Equipment Manufacturing.
(14) CC01070 Wireless Communication Mechanical Equipment Manufacturing.
(15) F219010 Retail Sale of Electronic Materials.
(16) F119010 Wholesale of Electronic Materials.
(17) C901010 Ceramic and Ceramic Products Manufacturing.
(18) CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing. (Power Socket)
(19) Import and export trading and distribution business of the above.
(20) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company's head office is located in Changhua County, Taiwan. Where necessary, a domestic or overseas branch may be set up by resolution of the Board of Directors.
Article 4: The Company's announcements are made in accordance with Article 28 of the Company Act.
Article 5: The external reinvestment of the Company may exceed 40% of the paid-in capital. The Board of Directors is authorized to execute the reinvestment.
Article 6: The Company may, for business purposes, provide external guarantees to affiliates or investees or other companies in the same industry.
Chapter II Shares
Article 7: The total of the Company’s authorized capital is NTD 2,000 million, divided into 200 million shares for NTD 10 per share. NTD 50 million or 5 million shares are retained for employee stock option conversion. Unissued shares are authorized to the Board of Director to be issued in installments.
Article 8: The Company’s shares are registered and are issued in accordance with Article 162 of the Company Act.
The Company is exempted from printing stock certificates when issuing shares and shall register the shares with a centralized securities depository institution.
Article 9: Stock affairs such as the Company’s shareholders transferring shares, setting up pledges of rights, inheritance, donation, changing the seal, or changing the address must be conducted in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies,” unless otherwise provided by law and securities regulations.
Article 10: The issuance price of the Company’s employee stock options may be lower than the closing price on the date of issuance, provided a resolution is adopted at the shareholders’ meeting, which is attended by a majority of the total number of shares issued and approved by two-thirds of the votes of attending shareholders. The employee stock options may be issued in installments within one year from the date of the shareholders’ meeting.
Article 11: If the Company intends to transfer the shares bought back to its employees at a price lower than the average price of the actually bought back shares, the transfer shall be agreed upon with the approval of at least two-thirds of the shareholders in attendance at the most recent shareholders’ meeting representing a majority of the total number of shares issued.
Article 12: Changes in share transfer may not be made within 60 days prior to the scheduled date of the annual shareholders’ meeting, within 30 days prior to the scheduled date of an extraordinary shareholders’ meeting, or within five days prior to the record date of the distribution of dividends, bonuses, or other interest.
Chapter III Shareholders’ Meeting
Article 13: Shareholders’ meetings are divided into regular meetings and special meetings. A regular meeting shall be convened once a year within 6 months after the end of the fiscal year, with shareholders being notified 30 days in advance. A special meeting shall be convened when necessary, with shareholders notified 15 days in advance. The Company may convene a shareholders’ meeting by video or using other methods announced by the central competent authority.
The notification stated in the preceding paragraph shall state the date, venue, and reason for the meeting.
Unless otherwise provided by the Company Act, a shareholders’ meeting is convened by the Board of Directors.
Article 14: When a shareholder is not able to attend a shareholders’ meeting for any reason, they shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. In addition to provisions stipulated in Article 177 of the Company Act, procedures of proxies for attendance at a shareholders’ meeting shall be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.”
Article 15: Each shareholder of the Company is entitled to one vote, except for restricted voting rights or shares that have no voting rights as listed in the Company Act.
Article 16: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the
Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
At a shareholders’ meeting convened after the Company’s shares are listed on TWSE (TPEx) by the Company, voting rights may be exercised in writing or electronically. Where voting rights are exercised in writing or electronically, such means of exercise shall be expressly provided in the notice of the shareholders’ meeting.
Article 17: The resolutions at the shareholders’ meeting shall be made into minutes, which shall be signed or sealed by the chair of the shareholders’ meeting and distributed to all shareholders within 20 days after the meeting. The production and distribution of the meeting minutes may be done so on the MOPS.
The retention period for the contents of meeting minutes and various information of the shareholders’ meetings shall be handled in accordance with Article 183 of the Company Act.
Chapter IV Board of Directors
Article 18: The Company has 5–9 directors. Directors shall be elected through the candidate nomination system and by shareholders on the list of nominated candidates. Each director serves a term of three years, and may assume another term of office if reelected. Among the number of the abovementioned directors, there shall be at least three independent directors and not less than one-fifth of the number of directors. Independent directors’ professional qualifications, shareholdings, restrictions on concurrent positions, and nomination and election methods, as well as other matters to be complied with, shall be handled in accordance with the relevant regulations of the competent securities authority.
Article 19: The Board of Directors shall have a Chairman, elected from among the directors in accordance with the Company Act. The Board of Directors shall have a Vice Chairman, elected in the same manner as the election of the Chairman.
Article 20: If the Chairman of the Board of Directors is on leave or absent or cannot exercise their power and authority for any reason, its proxy is handled pursuant to Article 208 of the Company Act.
Article 21: A Board meeting shall be convened by the Chairman of the Board in accordance with the provisions of the Company Act. A Board meeting may be convened at any time as necessary. In the event of an emergency, the notice of the convention of a Board meeting may be given in writing or by email.
Article 22: Unless otherwise regulated by the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by more than half of the directors.
Directors shall attend Board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in their place. In the case where a director appoints another director to attend a Board meeting on his/her behalf, he/she shall, each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. The proxy referred to in the preceding paragraph may be the appointed proxy of only one person.
A Board meeting may be convened in the form of a video conference. The directors participating in the video conference shall be deemed to be attending the meeting in person.
Article 23: The Board of Directors is authorized to determine the remuneration of all directors of the Company based on the usual standards of the industry.
Article 23-1: For the purposes of developing supervisory functions and strengthening management mechanisms, the Board of Directors of the Company, in consideration of the
32
Company's scale of operations and number of independent directors, may set up functional committees, and expressly provide for them in the Articles of Incorporation and be approved by the Board of Directors.
Article 23-2: The Company shall take out directors' liability insurance with respect to the liabilities resulting from exercising their duties during their term of office.
Chapter V Audit Committee
Article 24: The Company has established an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for performing the duties of supervisors as defined in the Company Act, Securities and Exchange Act, and other applicable regulations.
The Audit Committee shall be composed of all independent directors and shall consist of no fewer than three persons, with one serving as the convener and at least one having accounting or financial expertise.
Article 25: (Deleted).
Chapter VI Management and Employees
Article 26: The Company may have one president and several vice presidents and managerial officers. Their appointment and dismissal as well as remuneration are handled pursuant to Article 29 of the Company Act.
Chapter VII Accounting
Article 27: (Deleted).
Article 28: At the end of each fiscal year, the Board of Directors shall prepare the following documents and submit them to the annual general shareholders' meeting for ratification 30 days prior to an annual general meeting: (1) Business Report; (2) Financial statements; and (3) Proposal for earnings distribution or loss offset.
Article 29: If the Company reports a profit for the year, it shall allocate no less than three percent as employee compensation and no more than three percent as directors' compensation. Of the employee compensation, no less than fifty percent of the total amount shall be allocated to entry-level employees. However, earnings shall first be used to make up accumulated losses, if any.
Article 30: After final accounting for the year, the Company shall first pay taxes and cover previous losses with the profit for the year, if any. 10% of the remaining balance may be set aside as legal reserve, provided the legal reserve does not reach the amount of the Company's paid-in capital. In addition, special reserve may be appropriated or reversed in accordance with the regulations of the competent authorities. If there are remaining earnings, distributable earnings are conducted together with the accumulated undistributed earnings of the previous year in accordance with Article 31.
Article 31: The Company operates in the electronic components industry and strives to align with the overall environment and characteristics of the industry. The Company achieves its sustainability goals, pursues the long-term interests of shareholders, and stabilizes business performance targets, while taking into account the Company's budget for future capital expenditures and the status of capital needs. The Company's dividend policy is to appropriate at least 10% of its earnings after tax, less legal reserve and special reserve, as shareholder bonuses, with cash dividends accounting for at least 10% of the total dividends paid to shareholders. Earnings may not be distributed where the Company's net income for the year does not reach 15% of the paid-in capital. The Company may distribute its accumulated undistributed earnings
33
from the previous year if there are no earnings for the year. Where the shareholder bonus or legal reserve or capital reserve as mentioned above is paid in cash, the Board of Directors is authorized by approval of two-thirds of the directors at a meeting attended by more than half of the directors, and shall be reported at the shareholders' meeting.
Chapter VIII Supplemental Provisions
Article 32: Matters not provided in this Articles of Incorporation shall be subject to the Company Act.
Article 33: The Articles of Incorporation were established on January 20, 1978. The 1st amendment was made on June 3, 1981; the 2nd amendment was made on November 4, 1982; the 3rd amendment was made on April 6, 1984; the 4th amendment was made on August 12, 1987; the 5th amendment was made on August 14, 1989; the 6th amendment was made on April 18, 1990; the 7th amendment was made on July 25, 1993; the 8th amendment was made on December 17, 1993; the 9th amendment was made on June 21, 1994; the 10th amendment was made on October 12, 1994; the 11th amendment was made on December 5, 1994; the 12th amendment was made on May 22, 1995; the 13th amendment was made on June 4, 1996; the 14th amendment was made on October 18, 1996; the 15th amendment was made on January 20, 1998; the 16th amendment was made on June 3, 1998; the 17th amendment was made on May 3, 1999; the 18th amendment was made on July 9, 1999; the 19th amendment was made on June 15, 2000; the 20th amendment was made on January 11, 2001; the 21st amendment was made on May 16, 2001; the 22nd amendment was made on June 14, 2002; the 23rd amendment was made on June 12, 2003; the 24th amendment was made on June 16, 2005; the 25th amendment was made on June 14, 2006; the 26th amendment was made on June 13, 2007; the 27th amendment was made on June 13, 2008; the 28th amendment was made on June 16, 2009; the 29th amendment was made on June 15, 2010; the 30th amendment was made on June 13, 2012. The 31st amendment was made on June 6, 2014; the 32nd amendment was made on June 8, 2016; the 33rd amendment was made on June 7, 2017; the 34th amendment was made on June 12, 2018; the 35th amendment was made on June 10, 2020; the 36th amendment was made on July 15, 2021; the 37th amendment was made on June 10, 2022; the 38th amendment was made on June 10, 2025.
K.S. TERMINALS INC.
Person in Charge: Cheng Ke-Pin
[Attachment 7]
K.S. TERMINALS INC.
Rules of Procedure for Shareholders' Meetings (Before Amendment)
Article 1: These Rules for the Company's shareholders' meetings have been formulated in accordance with the provisions stipulated in Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2: The shareholders' meeting of the Company, unless otherwise specified by laws, shall be subject to these Rules.
Article 3: Unless otherwise provided by the Company Act, a shareholders' meeting of the Company is convened by the Board of Directors.
When a company convenes a virtual shareholders' meeting, unless otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall be specified in the Articles of Incorporation and resolved by the Board of Directors. A virtual shareholders' meeting shall be approved by a resolution of the Board of Directors with at least two-thirds of the directors in attendance and a majority of those present voting in favor.
Any change to the method of convening the Company's shareholders' meetings shall be resolved by the Board of Directors and implemented no later than before the distribution of the meeting notice.
30 days before the Company convenes a regular shareholders' meeting or 15 days before a special shareholders' meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, and other matters on the shareholders' meeting agenda, and upload them to the MOPS. The shareholders' meeting handbook and supplementary meeting materials shall be uploaded electronically to the Market Observation Post System (MOPS) at least 21 days prior to an annual shareholders' meeting or at least 15 days prior to a special shareholders' meeting. However, companies with paid-in capital of NTD 10 billion or more as of the end of the most recent fiscal year, or companies with foreign and PRC investor shareholding ratios totaling 30% or more in the shareholder register at the most recent annual shareholders' meeting, shall complete the aforementioned electronic file transfer at least 30 days prior to the annual shareholders' meeting. When the Company convenes a shareholders' meeting, it shall, 15 days before the scheduled date, prepare the shareholders' meeting agenda handbook and supplemental materials and make them available for shareholders to obtain and review at any time. The handbook shall be displayed at the Company and its stock registrar and transfer agent, and shall be distributed on-site at the shareholders' meeting.
The shareholders' meeting manual and supplementary materials mentioned in the preceding paragraph shall be made available for shareholders' reference on the day of the meeting in the following manner:
I. For physical shareholders' meetings, they shall be distributed at the meeting venue.
II. For hybrid shareholders' meetings (with physical and virtual components), they shall be distributed at the physical meeting venue and uploaded electronically to the virtual meeting platform.
III. For fully virtual shareholders' meetings, they shall be uploaded electronically
to the virtual meeting platform.
The cause(s) of a meeting of shareholders to be convened shall be indicated in the individua; and the notice may, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.
Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and 43-6 of the Securities and Exchange Act, and Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extraordinary motions.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and if a proposal contains more than one matter, such proposal shall not be included in the agenda. When the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation to urge the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Proposals submitted by shareholders are limited to 300 characters (including punctuation). Proposals exceeding 300 characters will not be included as agenda items. Shareholders submitting proposals must attend the annual shareholders’ meeting either in person or by proxy and participate in the discussion of their proposed items.
Prior to the date for issuance of a notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting, the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: A shareholder may appoint a proxy to attend a shareholders’ meeting on his/her behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of
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excessive voting power shall not be counted. A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the Company no later than 5 days prior to the meeting date of the shareholders' meeting. If two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
After the service of the power of attorney of a proxy to the Company, if the shareholder issuing the said proxy intends to attend the shareholders' meeting in person or to exercise their voting power in writing or by electronic transmission, a proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders' meeting as scheduled in the meeting notice, so as to rescind the proxy at issue; otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
After a proxy form has been delivered to the company, if a shareholder wishes to attend the shareholders' meeting via video conference, they must notify the Company in writing to revoke the proxy at least two days before the meeting. If the revocation is made after this deadline, the voting rights exercised by the authorized proxy shall prevail.
Article 5:
The Company shall specify in the meeting notice the time period for shareholder, solicitor, and proxy agent (hereinafter collectively referred to as "shareholders") registration, the location of the registration desk, and other important matters.
The registration period mentioned in the preceding paragraph shall begin at least 30 minutes before the start of the meeting. The registration desk shall be clearly marked and staffed with adequate, competent personnel. For virtual shareholders' meetings, registration shall be accepted on the virtual meeting platform 30 minutes before the meeting begins. Shareholders who complete the registration process are considered to be attending the meeting in person.
Shareholders shall attend shareholders' meetings by presenting their attendance card, sign-in card, or other attendance credentials. The Company shall not arbitrarily require shareholders to provide additional identification documents beyond the attendance credentials. Solicitors of proxy forms shall also bring identification documents for verification.
The Company shall prepare an attendance book for any attending shareholder to sign in or, alternatively, the attending shareholder may hand in a sign-in card.
The Company shall provide any attending shareholder with a meeting handbook, the Annual Report, an attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be provided.
Where the government or any juristic person is a shareholder, it may be represented by more than one person at the shareholders' meeting. Any juristic person attending the shareholders' meeting as a proxy may only be represented by one person at the meeting.
For virtual shareholders' meetings, shareholders who wish to attend via video conference shall register with the Company at least two days before the meeting. For virtual shareholders' meetings, the Company shall upload the meeting handbook, annual report, and other relevant materials to the virtual meeting platform at least 30 minutes before the start of the meeting, and keep this information disclosed until the end of the meeting.
Article 6:
Shares shall be the basis for the calculation of attendees at a shareholders' meeting. The number of attending shares shall be calculated based on the sign-in book or submitted attendance cards, plus the number of shares registered on the virtual meeting platform and the number of shares exercising voting rights in
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writing or electronically.
Article 6-1: When the Company convenes a virtual shareholders’ meeting, the meeting notice shall specify the following matters:
I. The methods for shareholders to participate in the virtual meeting and exercise their rights.
II. Procedures for handling disruptions to the virtual meeting platform or video participation due to natural disasters, incidents, or other force majeure events, including at least the following:
(I) The time when the aforementioned disruption continues and cannot be resolved, necessitating the postponement or continuation of the meeting, and the date of the postponed or continued meeting if applicable.
(II) Shareholders who did not register to participate in the original shareholders’ meeting virtually shall not be allowed to participate in the postponed or continued meeting.
(III) When a hybrid shareholders’ meeting is convened and the virtual meeting cannot continue, if the total number of shares represented by shareholders attending the physical meeting (after deducting the shares of those participating virtually) reaches the quorum required by law, the meeting shall proceed. The shares of shareholders participating virtually shall be counted in the total number of shares in attendance, but they will be considered to have abstained from all resolutions of that shareholders’ meeting.
(IV) The handling procedure for situations where all agenda items have been announced with results and no extemporaneous motions are raised.
III. When convening a virtual shareholders’ meeting, the notice shall specify appropriate alternative measures provided for shareholders who have difficulty participating in the meeting virtually. Except for situations stipulated in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with connectivity equipment and necessary assistance, specify the period during which shareholders may apply to the Company, and address other relevant matters requiring attention.
Article 7: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for holding the shareholders’ meeting. The meeting shall not begin earlier than 9 a.m. or later than 3 p.m.
When the Company convenes a virtual shareholders’ meeting, it is not restricted by the meeting venue requirements set forth in the preceding paragraph.
Shareholder meetings convened by the Board of Directors shall be chaired by the Chairman of the Board. When the Chairman is on leave or, for any reason, unable to exercise the powers of the chair, the Vice Chairman shall do so in the Chairman’s place. If there is no Vice Chairman or the Vice Chairman is also on leave or unable to exercise the powers of the chair, the Chairman shall appoint one of the directors to act on his or her behalf. Where the Chairman fails to make such an appointment, the directors shall select one from among themselves.
For a shareholders’ meeting convened by the Board of Directors, it is advisable that the Chairman of the Board chairs the meeting, that a majority of the directors and convener of the Audit Committee, or at least one supervisor, attend in person, and that at least one member of other functional committees attend as a representative. Attendance details should be recorded in the shareholders’ meeting minutes.
If the shareholders’ meeting is convened by a person who is not a member of the Board of Directors but has the right to convene, such person shall preside over the
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MEETING. If two or more persons have the right to convene, they shall designate one person among themselves to preside over the meeting.
Article 8:
The Company may appoint the retained attorney(s), certified public accountant(s), or relevant personnel to participate in a shareholders’ meeting. The personnel responsible for the administration affairs during the meeting shall wear ID badges or armbands.
Article 9:
The Company shall record and video tape the entire process of the shareholders’ report, process of the meeting, and vote counting continuously and uninterruptedly from the time of receiving the shareholders’ report.
Audio or video records of any shareholders’ meeting of the preceding paragraph shall be retained for at least one year. Where any shareholder files a lawsuit pursuant to Article 189 of the Company Act, such records shall be retained until conclusion of the lawsuit.
For shareholders’ meetings conducted via video conference, the Company shall record and preserve information regarding shareholders registration, check-in, attendance, questions, voting, and vote tallying results. Additionally, the Company shall make continuous, uninterrupted audio and video recordings of the entire video conference meeting.
The aforementioned information and recordings shall be properly preserved by the Company throughout its period of existence. The audio and video recordings shall also be provided to the entity entrusted with handling video conference meeting affairs for preservation.
For shareholders’ meetings conducted via video conference, the Company should make audio and video recordings of the back-end operating interface of the video conference platform.
Article 10:
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented.
The chair shall call the meeting to order at the appointed meeting time. However, when attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that there are no more than two such postponements, for a combined total of no more than 1 hour. If, after two postponements, the attendance still does not represent more than one-third of the total issued shares, the chairperson shall announce the meeting adjourned. For shareholders’ meetings conducted via video conference, the Company shall also announce the adjournment on the shareholders’ meeting video conference platform.
If, after two postponements, the attendance still does not meet the quorum but represents more than one-third of the total issued shares, a tentative resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act. All shareholders shall be notified of the tentative resolution, and another shareholders’ meeting shall be convened within one month. For shareholders’ meetings conducted via video conference, shareholders wishing to attend via video conference shall re-register with the Company in accordance with Article 5. If the attending shareholders before the end of the meeting already represent a majority of the total outstanding shares, the Chairman may re-propose the tentative resolution for voting at the shareholders’ meeting in accordance with Article 174 of the Company Act.
Article 11:
If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out on the agenda). The meeting shall proceed in the order
set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
The chair shall not, without approval of the shareholders' meeting, announce adjournment before a resolution is reached with regard to the agenda (including extraordinary motions) arranged in accordance with the preceding two paragraphs. After the close of the said meeting, shareholders shall not elect another Chairman to hold another meeting at the same place or at any other place. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 12: Before any attending shareholder delivers a statement, the shareholder shall submit a speaker's slip containing the purpose of his/her statement, his/her account number (or attendance card number), and account name. The chairperson shall determine the order in which the shareholders deliver their statements. A shareholder who submits his/her slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his/her speech shall be different from those specified on the slip, the contents of his/her speech shall prevail. When an attending shareholder has the floor, all other shareholders shall not interfere without the consent of the Chairman or the shareholder who holds the floor. The Chairman shall terminate the interference.
For shareholders' meetings conducted via video conference, shareholders participating by video conference may submit questions in text format on the shareholders' meeting video conference platform from the time the chairperson declares the meeting open until the meeting is adjourned. Questions for each agenda item are limited to two submissions, with each submission not exceeding 200 characters. The provisions of Paragraph 1, Article 13, and Article 14 do not apply to such questions.
Questions mentioned in the preceding paragraph that do not violate regulations or exceed the scope of the agenda items should be disclosed on the shareholders' meeting video conference platform for the information of all participants.
Article 13: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. Where a shareholder speaks in violation of the preceding paragraph or beyond the scope of the agenda item, the chair may terminate the speech.
Article 14: When an institutional shareholder appoints two or more representatives to attend the shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
Article 15: After an attending shareholder finishes speaking, the chair may respond either in person or through a designated person.
Article 16: When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 17: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders.
Counting of votes for resolutions or elections at the shareholders' meeting shall be conducted in public at the venue of the shareholders' meeting, and after the vote
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counting is finished, the voting results shall be announced on the spot, including the number of voting rights, and a record shall be made.
Article 18:
During the process of the meeting, the Chairman may announce a break at any time that he/she deems appropriate. In the event of force majeure, the Chairman may suspend the meeting and announce a time for resumption of the meeting depending on the circumstances.
If the venue of the meeting is no longer available for use before all of the items (including extraordinary motions) on the meeting agenda have been completed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted by the shareholders’ meeting to delay or resume the meeting within five days pursuant to Article 182 of the Company Act.
Article 19:
Each shareholder of the Company is entitled to one vote, except for restricted voting rights or shares that have no voting rights as listed in the Company Act. The shares held by shareholders having no voting rights shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the Company, shall not vote nor exercise the voting rights on behalf of another shareholder.
Shares for which voting rights cannot be exercised as provided in the preceding paragraph shall not be counted in the number of votes of shareholders present at the meeting.
Article 20:
At the Company’s shareholders’ meeting, voting rights may be exercised electronically and in writing. Where voting rights are exercised in writing or electronically, such means of exercise shall be expressly provided in the notice of the shareholders’ meeting. Any shareholder exercising voting rights in a written or electronic form will be deemed as having attended the shareholders’ meeting in person, but also deemed as having waived his/her rights with respect to the extempore motions and amendments to original proposals at that meeting.
Any shareholder exercising voting rights in a written or electronic form in the preceding paragraph shall deliver his/her intention to do so to the Company two days before the date of the shareholders’ meeting. Where duplicate intentions are delivered, the one received first shall prevail, unless a statement has been made to withdraw said intention.
If a shareholder who has exercised voting rights in writing or by electronic means wishes to attend the shareholders’ meeting in person or via video conference, the shareholder must revoke the previous voting declaration using the same method used to exercise voting rights two days before the shareholders’ meeting. If the revocation is made after this deadline, the votes cast in writing or by electronic means shall prevail. Where any shareholder who has exercised voting rights in a written or electronic form has appointed a proxy to attend the shareholders’ meeting through a letter of attorney, the voting rights exercised by the appointed proxy at the meeting shall prevail.
Unless otherwise provided for in the Company Act and the Company’s Articles of Incorporation, the decision on an issue shall be resolved by a majority vote in the meeting which is attended by shareholder. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When the Company convenes a shareholders’ meeting via video conference, shareholders participating by video conference shall cast their votes on various proposals and election matters through the video conference platform after the
chairperson declares the meeting open. Voting must be completed before the chairperson announces the end of voting. Those who vote after this time will be deemed to have abstained.
For shareholders’ meetings conducted via video conference, vote counting shall be conducted once after the chairperson announces the end of voting, and the voting and election results shall be announced accordingly.
When the Company convenes a hybrid shareholders’ meeting (with video assistance), shareholders who have registered to attend the shareholders’ meeting via video conference in accordance with Article 5 and who wish to attend the physical shareholders’ meeting in person must cancel their registration using the same method used for registration two days before the shareholders’ meeting. If the cancellation is made after this deadline, the shareholder may only attend the shareholders’ meeting via video conference.
Shareholders who have exercised their voting rights in writing or by electronic means without revoking their declaration and who participate in the shareholders’ meeting via video conference may not exercise voting rights on the original proposals, propose amendments to the original proposals, or vote on amendments to the original proposals, except for motions introduced without prior notice.
Article 21: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 22: The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. Where any shareholder files a lawsuit pursuant to Article 189 of the Company Act, such records shall be retained until conclusion of the lawsuit.
Article 23: Resolutions at the shareholders’ meeting shall be made into minutes, which shall be signed or sealed by the chair and distributed to all shareholders within 20 days after the meeting. The meeting minutes may be prepared and distributed in an electronic form.
The production and distribution of the meeting minutes of the Company in the preceding paragraph may be done so on the MOPS.
In addition to the date, month, year, venue, name of the chair, and method of resolution, the essentials and results of the meeting (including the number of voting rights counted) shall be detailed in the meeting minutes. In the event of an election of directors, the number of votes obtained by each elected director shall be disclosed. The meeting minutes shall be kept for the Company permanently.
For shareholders’ meetings conducted via video conference, the meeting minutes shall include, in addition to the matters required to be recorded in the preceding paragraph, the start and end times of the shareholders’ meeting, the method of convening the meeting, the names of the chairperson and the recorder, and the handling methods and situations when the video conference platform or video participation is disrupted due to natural disasters, incidents, or other force majeure events.
When the Company convenes a video shareholders’ meeting, in addition to complying with the preceding paragraph, the meeting minutes shall also record
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Article 24:
the alternative measures provided to shareholders who had difficulty participating in the shareholders’ meeting via video conference.
Regarding the number of shares solicited by solicitors, the number of shares represented by proxy agents, and the number of shares represented by shareholders attending in writing or by electronic means, the Company shall prepare a statistical table in the prescribed format on the day of the shareholders’ meeting and clearly display it at the meeting venue. For shareholders’ meetings conducted via video conference, the Company shall upload the aforementioned information to the shareholders’ meeting video conference platform at least 30 minutes before the meeting begins and continue to disclose it until the end of the meeting.
When the Company convenes a shareholders’ meeting via video conference, upon announcing the commencement of the meeting, the total number of shares held by attending shareholders shall be disclosed on the video conference platform. The same applies if the total number of shares and voting rights of attending shareholders are tallied during the meeting.
If the resolutions adopted by a shareholders’ meeting include material information as provided by law or defined by the competent authorities, the Company shall upload the resolutions including such information to the MOPS within the specified time period.
Article 25:
The chair may direct proctors (or security personnel) to help maintain order at the meeting. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an armband bearing the word “Proctor” or an ID badge. Where the shareholders’ meeting venue has loudspeaker equipment, any shareholder speaking through any device other than the equipment provided by the Company may be stopped by the chair from doing so.
When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 26:
For shareholders’ meetings conducted via video conference, the Company shall immediately disclose the voting and election results of each proposal on the shareholders’ meeting video conference platform after voting ends, in accordance with regulations. The disclosure shall continue for at least 15 minutes after the chairperson adjourns the meeting.
Article 27:
When the Company convenes a video shareholders’ meeting, the chairperson and the recorder must be at the same location within the country (Taiwan), and the chairperson shall announce the address of that location when the meeting begins.
Article 28:
For shareholders’ meetings conducted via video conference, the chairperson shall announce at the commencement of the meeting that, except for circumstances specified in Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies that do not require postponement or resumption of the meeting, if the video conference platform or video participation is disrupted due to natural disasters, incidents, or other force majeure events for more than 30 consecutive minutes before the chairperson adjourns the meeting, the date of the postponed or resumed meeting shall be set within five days. In such cases, Article 182 of the Company Act does not apply. In the event of a postponement or resumption of a meeting as described in the preceding paragraph, shareholders who did not register to participate in the original shareholders’ meeting via video conference may not participate in the postponed or resumed meeting.
For meetings that should be postponed or resumed in accordance with Paragraph
1, shareholders who registered to participate in the original shareholders' meeting via video conference and completed the check-in process but did not participate in the postponed or resumed meeting shall have their attendance shares, exercised voting rights, and election rights at the original shareholders' meeting included in the total number of shares, voting rights, and election rights of shareholders attending the postponed or resumed meeting.
When postponing or resuming a shareholders' meeting in accordance with Paragraph 1, proposals for which voting and vote counting have been completed and for which voting results or lists of elected directors have been announced do not need to be discussed and resolved again.
When the Company convenes a hybrid shareholders' meeting (with video assistance) and the video conference cannot continue as described in Paragraph 1, if the total number of shares in attendance still reaches the legal quorum for a shareholders' meeting after deducting the attendance shares of shareholders participating via video conference, the shareholders' meeting shall continue without the need to postpone or resume the meeting in accordance with Paragraph 1.
In the situation described in the preceding paragraph where the meeting should continue, shareholders who participated in the shareholders' meeting via video conference shall have their attendance shares counted in the total number of shares of attending shareholders; however, they shall be deemed to have abstained from all proposals at that shareholders' meeting.
When the Company postpones or resumes a meeting in accordance with Paragraph 1, it shall conduct the relevant preliminary procedures in accordance with Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, based on the date of the original shareholders' meeting and the respective provisions.
Regarding the periods specified in the latter part of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle these based on the date of the shareholders' meeting that is postponed or resumed in accordance with Paragraph 1.
Article 29: When the Company convenes a video shareholders' meeting, it shall provide appropriate alternative measures for shareholders who have difficulty participating in the shareholders' meeting via video conference.
Except for situations stipulated in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with connectivity equipment and necessary assistance, specify the period during which shareholders may apply to the Company, and address other relevant matters requiring attention.
Article 30 These Rules, and any amendments hereto, shall be implemented after adoption by the shareholders' meeting.
Article 31: These Rules were established on September 17, 1999; the 1st amendment was made on June 14, 2002; the 2nd amendment was made on June 14, 2006; the 3rd amendment was made on August 26, 2016; the 4th amendment was made on June 12, 2018; the 5th amendment was made on June 10, 2020; the 6th amendment was made on July 15, 2021; and the 7th amendment was made on June 6, 2024.
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[Attachment 8]
K.S. TERMINALS INC.
Shareholding of Directors
I. As of the book closure date of this annual general meeting, the paid-in capital of the Company was NTD 1,556,548,900, with 155,654,890 shares issued.
II. Under the provisions stipulated in Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by all directors is 9,339,293.
III. The number of shares held by individual and all directors as indicated in the shareholders' register as of the last day of share transfer registration for this annual general shareholders' meeting is as follows, in line with the criteria for the number of shares as required by Article 26 of the TWSE.
| Title | Account Name | Number of Shares on the Shareholders' Register as of 2026/04/13 | |
|---|---|---|---|
| Shares | Shareholding Ratio (%) | ||
| Chairman | Representative of Jing Bao Investment Co., Ltd.: Cheng Ke-Pin | 2,642,000 | 1.70% |
| Director | Cheng Yu-Liang | 3,780,191 | 2.43% |
| Director | Cheng Chieh-Yuan | 3,926,057 | 2.52% |
| Director | Cheng I-Tien | 2,964,541 | 1.90% |
| Director | Cheng Wen-Shuo | 2,861,963 | 1.84% |
| Independent Director | Lee Yi-Lung | - | - |
| Independent Director | Hsu Ching-Tao | - | - |
| Independent Director | Chen Mao-Tang | - | - |
| Independent Director | Wu Mei-Yuan | - | - |
| Total Shareholding of all Directors | 16,174,752 | 10.39% |
[Attachment 9]
Other Matters
The Handling of Proposals of Shareholders at This Annual General Meeting:
(I) According to the provisions stipulated in Article 172-1 – shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal in writing, provided that only one matter shall be allowed and is limited to 300 words (including punctuation).
(II) The period for the Company to accept proposals from shareholders for this year’s annual general meeting was March 27 to April 7, 2026. This has been announced on the MOPS.
(III) The Company did not receive proposal from shareholders.
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