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LARGAN — AGM Information 2026
May 20, 2026
52244_rns_2026-05-20_eef7474d-0aa6-47ca-938e-7bb61b133eb1.pdf
AGM Information
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Stock No.:3008
Largan Precision Co., Ltd
2026 Annual General Shareholders’ Meeting
Meeting Agenda Handbook
(Translation)
June 9, 2026
Notice to readers:
This is a translation of the agenda for the 2026 Annual General Shareholders’ Meeting of Largan Precision Co., Ltd. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Table of Contents
Page Number
- Meeting Procedures... 1
- General Shareholders’ Meeting Agenda... 2
- Report Items... 3
- Proposals... 5
- Matters for Discussion... 5
- Extemporary Motions... 8
Attachments... 9
I. 2025 Business Report... 9
II. Audit Report of the Audit Committee... 10
III. 2025 Independent Auditors' Report, Parent Company Only Financial Statements, and Consolidated Financial Statements... 11
IV. 2025 Earnings Distribution Table... 27
V. Comparison of the Articles of Incorporation Before and After Amendment... 28
VI. Rules for Issuance of Restricted Stock Awards in 2026... 29
Appendices... 35
I. Articles of Incorporation (Before Revision)... 35
II. Rules and Procedures of Shareholders' Meeting... 42
III. Directors’ Shareholdings... 45
1
Chapter 1. Largan Precision Co., Ltd.
2026 Annual General Shareholders’ Meeting Procedures
- Call Meeting to Order
- Chairman’s Address
- Report Items
- Proposals
- Matters for Discussion
- Extemporary Motions
- Meeting Adjourned
Largan Precision Co., Ltd.
2026 Annual General Shareholders’ Meeting Agenda
Time: 9 a.m., June 9, 2026 (Tuesday)
Venue: No. 300, Chenggong W. Rd., Wuri Dist., Taichung City,
(Nan Shan Life Insurance Company Ltd. Education & Training Center)
Method of Meeting: Physical Meeting
-
Call Meeting to Order
(report number of shares in attendance) -
Chairman’s Address
-
Report Items
(1) 2025 Business Report.
(2) Audit Report of the Audit Committee.
(3) Distribution status of compensation for directors and employees in 2025.
(4) 2025 Cash Dividend Earnings Distribution Report.
(5) Report on Implementation Status of the Company's Share Buyback. -
Proposals
(1) 2025 Business Report and Financial Statements
(2) 2025 Earnings Distribution -
Matters for Discussion
(1) Amendment to the "Articles of Incorporation".
(2) Proposal to Issue Restricted Stock Awards. -
Extemporary Motions
-
Meeting Adjourned
2
Report Items
-
2025 Business Report
Description: Please refer to Attachment I on Page 9 of the Handbook. -
Audit Report of the Audit Committee
Description: Please refer to Attachment II on Page 10 of the Handbook. -
Distribution Status of Compensation for Directors and Employees in 2025
Description: The compensation to directors and employees for 2025 are distributed in accordance with the Company's Articles of Incorporation. The compensation to directors is NT$287,295,850 and the compensation to employees is NT$3,830,611,314 both in cash. -
2025 Cash Dividend Earnings Distribution Report
Description: In accordance with the Company's Articles of Incorporation, the Board of Directors is authorized to distribute cash dividends on a semi-annual basis. The following table shows the distribution of dividends for 2025:
| 2025 | Dividend Payout Date (Year/Month/Day) | Cash Dividends Per Share (NT$) | Total Cash Dividends (NT$) |
|---|---|---|---|
| First Half | 2025/09/11 | 28 | 3,737,109,516 |
| Second Half | 2026/04/16 | 52 (Note) | 6,801,506,244 |
| Total | 80 | 10,538,615,760 |
Note: The cash dividend distribution amount is calculated based on the total number of 130,798,197 issued shares after deducting treasury stock.
4
- Report on Implementation Status of the Company's Share Buyback
Description: Report on Implementation Status of the Company's Treasury Stock Buyback in 2025
| Batch of buyback | Second batch |
|---|---|
| Purpose of buyback | To protect the Company's credit and shareholder rights |
| Duration of buyback | December 19, 2025 to February 11, 2026 |
| Price range of buyback | NT$1,600 to 3,200 |
| Estimated number of shares bought back | 2,670,000 shares |
| Type and number of shares bought back | 2,670,000 ordinary shares |
| Amount of shares bought back | NT$6,474,267,724 |
| Amount of shares canceled | 0 |
| Cumulative amount of the Company's shares held | 2,670,000 shares |
| Ratio (%) of cumulative amount of the Company's shares held to the total number of shares issued | 2% |
5
Proposals
Item 1: Adoption of the 2025 Business Report and Financial Statements (Proposed by the Board of Directors)
Description:
(1) The 2025 Parent Company Only Financial Statements and Consolidated Financial Statements prepared and delivered by the Board of Directors have been audited by KPMG Taiwan. The Financial Statements and the Business Report have been reviewed and verified by the Audit Committee.
(2) Please refer to Attachment I on page 9 and Attachment III on pages 11-26 for the abovementioned Business Report, Auditors' Report and Financial Statements.
(3) The proposed reports and statements are submitted for adoption.
Resolution:
Item 2: Adoption of 2025 Earnings Distribution. (Proposed by the Board of Directors)
Description:
The 2025 Earnings Distribution proposal was approved by the Board of Directors. Please refer to Attachment IV on page 27 for the Earnings Distribution Table.
Resolution:
Matters for Discussion
Item 1: Discussion of amendments to the "Articles of Incorporation" for approval. (proposed by the Board of Directors)
Description:
In line with the Company's actual operational needs, it is proposed to amend certain provisions of the Company's "Articles of Incorporation". For a comparison of the revisions to the proposed amendments, please refer to Attachment V on page 28 of this Handbook.
Resolution:
Item 2: Discussion to issue restricted stock awards for approval. (proposed by the Board of Directors)
Description:
(1) The Company plans to issue restricted stock awards pursuant to Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” published by the Financial Supervisory Commission.
(2) Total amount issued: 700,000 ordinary shares in total with a par value of NT$10 per share, totaling NT$7,000,000.
(3) Terms of issue:
-
Issue price: Shares are issued for free under this restricted stock award, and have an issue price of NT$0.
-
Vesting conditions: The proportion of restricted stock awards distributed under these Rules that become vested after meeting the vesting conditions of the employee remaining employed at the Company from the issue date to each vesting date, and the employee meeting the required performance evaluation criteria in the year previous to the vesting date, are as follows:
(1) Still employed at the Company one year after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(2) Still employed at the Company two years after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(3) Still employed at the Company three years after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(4) Still employed at the Company four years after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(5) Still employed at the Company five years after the issue date: All remaining shares.
- Measures to be taken when employees fail to meet vesting conditions: The Company shall reclaim and cancel all shares which fail to meet vesting conditions without providing compensation.
Please refer to the Company’s “Rules for Issuance of Restricted Stock Awards in 2026” for more details on vesting conditions.
(4) Qualifications and conditions for employees, and number of shares distributed:
-
Only existing full-time employees of the Company, or a company controlled by or subsidiary to the Company, on the date of the restricted stock award are entitled to receive restricted stock awards. A “company controlled by or subsidiary to the Company” is defined pursuant to the standards provided in Articles 369-2, 369-3, 369-9 Paragraph 2, and 369-11 of the Company Act, or pursuant to any updated laws or regulations issued by the competent authority before the restricted stock award.
-
The Company shall prudently manage these Rules in order to protect the rights and interests of shareholders. The employees eligible to receive restricted stock awards are limited to: (A) Key employees important to the Company’s future successful development, (B) Employees with individual performance valuable to the Company, (C) New employees in core roles.
6
(5) Necessary reason for the current issuance of restricted stock awards: To attract and retain talent for the Company, motivate employees, and enhance their sense of belonging to the Company, in order to increase competitiveness and jointly create additional benefits for the Company and shareholders.
(6) Calculated expense amount, dilution of the Company's earnings per share (EPS), and other matters affecting shareholder's equity: The Company currently has 130,798,197 outstanding shares, and the new restricted stock awards issued are estimated to account for 0.54% of all issued shares. The total expense amount is calculated to be NT$1,823,500,000, based on the closing price of NT$2,605 on April 17, 2026, and assuming that all issued stock awards meet vesting conditions. Based on the expense amounts per year calculated using the vesting period stipulated in the Rules, and the Company's currently outstanding 130,798,197 shares, earnings per share dilution for 2026 to 2031 is temporarily estimated to be NT$4.46, NT$4.40, NT$2.61, NT$1.53, NT$0.77 and NT$0.17 respectively, which is not expected to significantly impact shareholders' equity.
(7) Other important terms and conditions:
-
These Rules shall be implemented after being approved by over half of all directors in attendance in a Board of Directors meeting where at least two-thirds all directors are in attendance, and after being reported to the competent authority. Should it become necessary to amend these Rules in the future due to factors such as amendments to laws and regulations, or requirements from the competent authorities after a review, the Chairman is authorized to amend these Rules, after which the amendment shall be submitted to the Board of Directors for ratification before being issued.
-
Any other matters not set forth in these Rules shall be handled in accordance with relevant laws and regulations.
(8) Please refer to Attachment VI on page 29 of this Handbook for more details on the Rules for Issuance of Restricted Stock Awards in 2026.
Resolution:
8
Extemporary Motions
Meeting Adjourned
Attachment I
Largan Precision Co., Ltd.
2025 Business Report
In 2025, the Company's revenue was NT$61,147,888 thousand and net profit after tax was NT$21,275,407 thousand. The Company's 2025 business results and 2026 business plan are summarized below:
I. 2025 Business Report
(I) Business results: In 2025, Largan Precision's consolidated revenue was NT$61,147,888 thousand, a 3% increase from NT$59,457,553 thousand in 2024; net profit after tax was NT$21,275,407 thousand, a 18% decrease from NT$25,915,410 thousand in 2024. Net profit per share after tax was NT$159.41.
(II) Financial performance and profitability: Please refer to the Financial Statements in the attachment for the financial overview of 2025.
(III) Research and development: The Company invested a total of NT$5,293,321 thousand in research and development for the current year, which represented a 1% growth over NT$5,246,696 thousand in the previous year.
II. 2026 Business Plan
(I) Business strategy: Largan Precision upholds the business philosophy of "innovation, professionalism, speed, and flexibility." All employees continuously pursue discipline and growth in the face of a changing business environment, as they commit themselves to product development and quality improvement to create ongoing profit and growth.
(II) Production and sales forecast: The Company shall remain focused on the production and sales of mobile phone camera lenses, and actively enhance production technology and output, with the aim of maintaining the Company's advantages in production cost and making overall production and sales more competitive.
(III) Research and development plans: The Company shall continue to conduct research and development in mobile phone camera lenses. We will continue to expand our R&D team, product range, add new product lines, and improve the scale and quality of products. We shall also commit ourselves to the development of other product applications and improvement of manufacturing capabilities to maintain long-term competitiveness in the industry.
Largan Precision shall continue to work hard and adopt a spirit of constant innovation in the production of each product. We shall fully develop the Company's core expertise and continue to strengthen the Company's competitiveness to fulfill the expectations of our shareholders and the public, and we would like to express our sincere gratitude to all our customers, suppliers, shareholders and employees for the long-standing support.
Chairman: En-Ping Lin
President: You-Chih Huang
Chief Accounting Officer: Hsing-Ju Tsaur
Attachment II
Largan Precision Co., Ltd.
Audit Report of the Audit Committee
We hereby approve
The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements and Dividend Distribution Proposal, among which the financial statements (including Parent Only Financial Statements and Consolidated Financial Statements) have been audited and completed by KPMG Taiwan. The Audit Committee has reviewed and verified the Financial Statements along with the Business Report and Earnings Distribution Proposal and found them to be compliant with applicable regulations. We hereby produce this report in accordance with Article 14-4 of the Security and Exchange Act and Article 219 of the Company Act for your review.
The above is respectfully submitted to
Largan Precision Co., Ltd. 2026 Annual General Shareholders’ Meeting
Chair of Audit Committee: Chin-Fang Lin
February 24, 2026
Attachment III
Independent Auditors' Report
To the Board of Directors of Largan Precision Co., Ltd.:
Opinion
We have audited the financial statements of Largan Precision Co., Ltd. ("the Company"), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying 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 its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(n) "Revenue from contracts with customers" and Note 6(t) "Revenue from Contrasts with Customers" to the financial statements.
Description of key audit matter:
The Company primarily sells various types of lens and camera module products, and revenue represents a significant portion of the Group's financial statements. Under the sales arrangements between the Largan Group and its customers, the timing of revenue recognition depends on when control of the products is transferred to the buyers. Different products and customers may involve different delivery terms and commercial arrangements, which may affect the timing of control transfer. Therefore, revenue recognition is one of the key areas on which our audit focused.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
How the matter was addressed in our audit:
- Understanding and evaluating the design and implementation of internal controls related to audit and risk in the sales, and performing tests on the effectiveness;
- Inspecting key sales contracts to evaluate whether the related transaction terms affect the timing at which control is transferred;
-
Performing cut off test on samples of sales transactions around the balance sheet date to assess whether revenue is accurately recognized in the appropriate period in the financial statements.
-
Inventory valuation
Please refer to Note 4(g), Note 5, and Note 6(g) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.
Description of key audit matter:
Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, and significant changes in market demand, the severe volatility to sales may lead to risks, wherein the costs of inventories may exceed its net realizable values. Therefore, the valuation of inventories has been identified as one of the key audit matters. Therefore, inventory valuation is one of the key areas on which our audit focused.
How the matter was addressed in our audit:
- Understanding of the movement of inventory aging and evaluated the reasonableness of the accounting policies for the allowance for inventory valuation;
- Obtaining the detailed calculation of the allowance for inventory valuation or obsolescence, recalculating the amounts, and agreeing them to the accounting records;
- Performing sampling procedures to test the reasonableness of the net realizable value adopted by the Group and the accuracy of the inventory aging report.
-12-
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit committee) are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-13-
- Obtain sufficient and appropriate audit evidence regarding the financial information on the investment in other entities accounted for using the equity method in order to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chang, Tzu-Hsin and Chen, Yen-Hui.
KPMG
Taipei, Taiwan (Republic of China)
February 24, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
-14-
-15-
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
LARGAN PRECISION CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 1100 | Cash and cash equivalents (Note 6(a) and (w)) | $ 65,214,469 | 30 | 84,814,008 | 40 | 2100 | Short-term borrowings (Note 6(m) and (w)) | $ - | - | 203,446 | - |
| 1110 | Current financial assets at fair value through profit or loss (Note 6(b) and (w)) | 3,008,392 | 1 | 1,104,247 | 1 | 2152 | Other notes payable (Note 6(w)) | 843 | - | 1,917 | - |
| 1120 | Current financial assets at fair value through other comprehensive income (Note 6(c) and (w)) | 5,880,002 | 3 | 4,845,516 | 2 | 2170 | Accounts payable (Note 6(w)) | 1,479,539 | 1 | 1,640,804 | 1 |
| 1170 | Accounts receivable, net (Note 6(e) and (w)) | 6,848,887 | 3 | 7,777,231 | 4 | 2180 | Accounts payable to related parties (Note 6(w) and 7) | 1,615,956 | 1 | 1,221,926 | 1 |
| 1180 | Accounts receivable from related parties, net (Note 6(e), (w) and 7) | 2,583,797 | 1 | 3,220,145 | 1 | 2220 | Other payables (Note 6(q) and (w)) | 24,776,339 | 11 | 24,688,891 | 12 |
| 1200 | Other receivables(Note6(f) and (w)) | 477,113 | - | 804,881 | - | 2230 | Other payables to related parties (Note 6(l), (w) and 7) | 16,585 | - | 8,999 | - |
| 1210 | Other receivables from related parties (Note6(f), (w) and 7) | 102,031 | - | 29,180 | - | 2280 | Current tax liabilities | 2,433,831 | 1 | 3,101,294 | 1 |
| 1310 | Inventories (Note6(g)) | 5,865,495 | 3 | 4,748,997 | 2 | 2300 | Current lease liabilities (Note 6(o) and (w)) | 17,939 | - | 29,964 | - |
| 1470 | Other current assets (Note6(l)) | 114,082 | - | 153,122 | - | Other current liabilities | 7,617 | - | 13,572 | - | |
| 1476 | Other current financial assets (Note 6(l), (w) and 8) | 4,200,502 | 2 | 4,385,205 | 2 | Non-Current liabilities: | 30,348,649 | 14 | 30,910,813 | 15 | |
| 94,294,770 | 43 | 111,882,532 | 52 | 2570 | Deferred tax liabilities (Note 6(p)) | 42,266 | - | 458,192 | - | ||
| Non-current assets: | 2580 | Non-current lease liabilities (Note 6(n) and (w)) | 22,860 | - | 27,472 | - | |||||
| Non-current financial assets at fair value through other comprehensive income (Note 6(c) and (w)) | - | - | 4,210,000 | 2 | 2640 | Other non-current liabilities (Note 6(w)) | 3,404 | - | 3,381 | - | |
| 1517 | Non-current financial assets at amortized cost (Note 6(d) and (w)) | 1,413,000 | 1 | 7,249,739 | 3 | Net defined benefit liabilities (Note 6(o)) | 47,865 | - | 55,793 | - | |
| 1536 | Investments accounted for using equity method(Note 6(h)) | 67,150,945 | 31 | 34,758,554 | 16 | 116,395 | - | 544,838 | - | ||
| 1550 | Investments accounted for using equity method(Note 6(h)) | 50,348,198 | 23 | 45,872,785 | 22 | 30,465,044 | 14 | 31,455,651 | 15 | ||
| 1600 | Property, plant and equipment (Note 6(i) and 7) | 42,374 | - | 59,454 | - | 3110 | Share capital | 1,334,682 | - | 1,334,682 | 1 |
| 1755 | Right-of-use assets (Note 6(j)) | 278,191 | - | 301,470 | - | 3200 | Capital surplus | 1,564,701 | 1 | 1,561,989 | 1 |
| 1780 | Intangible assets (Note 6(k)) | 406,228 | - | 454,166 | - | 3300 | Retained earnings | 185,818,052 | 85 | 175,969,471 | 81 |
| 1840 | Deferred tax assets (Note 6(p)) | 2,337,235 | 1 | 2,631,046 | 1 | 3400 | Other equity interest | 1,772,969 | 1 | 4,652,800 | 2 |
| 1900 | Other non-current assets (Note 6(l), (w) and 8) | 3,061,288 | 1 | 7,554,847 | 4 | 3500 | Treasury shares | (1,623,219) | (1) | - | - |
| 1980 | Other non-current financial assets (Note 6(l), (w) and 8) | 125,037,459 | 57 | 103,092,061 | 48 | Total equity attributable to owners of parent | 188,867,185 | 86 | 183,518,942 | 85 | |
| Total liabilities and equity | $ 219,332,229 | 100 | 214,974,593 | 100 | |||||||
| Total assets | $ 219,332,229 | 100 | 214,974,593 | 100 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (Note 6(t) and 7) | $ 59,820,460 | 100 | 58,969,746 | 100 |
| 5000 | Operating costs (Note 6(g), (o), (u) and 7) | 30,885,738 | 52 | 28,424,859 | 48 |
| 28,934,722 | 48 | 30,544,887 | 52 | ||
| 5910 | Realized (unrealized) profit from sales | 517,060 | 1 | (742,701) | (1) |
| 5900 | Gross profit from operations | 29,451,782 | 49 | 29,802,186 | 51 |
| 6000 | Operating expenses (Note 6(o), (u) and 7): | ||||
| 6100 | Selling expenses | 259,630 | - | 263,673 | - |
| 6200 | Administrative expenses | 1,552,750 | 3 | 1,485,378 | 3 |
| 6300 | Research and development expenses | 4,753,964 | 8 | 4,747,495 | 8 |
| Total operating expenses | 6,566,344 | 11 | 6,496,546 | 11 | |
| 6900 | Operating income | 22,885,438 | 38 | 23,305,640 | 40 |
| 7000 | Non-operating income and expenses: | ||||
| 7100 | Interest income (Note 6(v)) | 2,233,994 | 4 | 3,744,238 | 6 |
| 7010 | Other income (Note 6(v) and 7) | 154,914 | - | 138,566 | - |
| 7020 | Other gains and losses (Note 6(v) and 7) | (2,086,898) | (3) | 3,652,370 | 6 |
| 7050 | Finance costs (Note 6(n) and (v)) | (630) | - | (723) | - |
| 7070 | Share of profit (losses) of subsidiaries, associates, and joint ventures accounted for using equity method | 2,237,856 | 4 | 841,253 | 2 |
| 2,539,236 | 5 | 8,375,704 | 14 | ||
| 7900 | Profit before income tax | 25,424,674 | 43 | 31,681,344 | 54 |
| 7950 | Less: Income tax expenses (Note 6(p)) | 4,149,267 | 7 | 5,765,934 | 10 |
| Profit for the period | 21,275,407 | 36 | 25,915,410 | 44 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurements of defined benefit obligation (Note 6(o)) | (6,130) | - | 5,547 | - |
| 8316 | Unrealized gains on investments in equity instruments measured at fair value through other comprehensive income | (1,997,351) | (3) | 1,376,639 | 2 |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | - | - |
| (2,003,481) | (3) | 1,382,186 | 2 | ||
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (1,001,692) | (2) | 1,508,200 | 3 |
| 8367 | Unrealized gains on investments in debt instruments measured at fair value through other comprehensive income | 115,610 | - | 12,853 | - |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| (886,082) | (2) | 1,521,053 | 3 | ||
| Other comprehensive income (loss) for the period, net of tax | (2,889,563) | (5) | 2,903,239 | 5 | |
| 8500 | Total comprehensive income for the period | $ 18,385,844 | 31 | 28,818,649 | 49 |
| Earnings per share (NT Dollars) (Note 6(s)) | |||||
| 9750 | Basic earnings per share | $ 159.41 | 194.17 | ||
| 9850 | Diluted earnings per share | $ 157.21 | 191.44 |
See accompanying notes to parent company only financial statements.
-17-
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
LARGAN PRECISION CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | Other equity interest | Treasury shares | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Total | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | |||||
| Balance at January 1, 2024 | $ 1,334,682 | 1,559,812 | 25,996,814 | - | 134,874,294 | 160,871,108 | (706,186) | 2,450,985 | 1,744,799 | - | 165,510,401 | |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | - | - | 2,151,769 | - | (2,151,769) | - | - | - | - | - | - | |
| Cash dividends of common stock | - | - | - | - | (10,810,924) | (10,810,924) | - | - | - | - | (10,810,924) | |
| - | - | 2,151,769 | (12,962,693) | (10,810,924) | - | - | - | - | (10,810,924) | |||
| Profit for the period | - | - | - | - | 25,915,410 | 25,915,410 | - | - | - | - | 25,915,410 | |
| Other comprehensive income for the period | - | - | - | - | 5,547 | 5,547 | 1,508,200 | 1,389,492 | 2,897,692 | - | 2,903,239 | |
| Total comprehensive income for the period | - | - | - | - | 25,920,957 | 25,920,957 | 1,508,200 | 1,389,492 | 2,897,692 | - | 28,818,649 | |
| Other changes in capital surplus | - | 2,346 | - | - | - | - | - | - | - | - | 2,346 | |
| Changes in ownership interests in subsidiaries | - | (169) | - | - | (1,361) | (1,361) | - | - | - | - | (1,530) | |
| Disposal of investment in equity instruments measured at fair value through other comprehensive income | - | - | - | - | (10,309) | (10,309) | - | 10,309 | 10,309 | - | - | |
| Balance at December 31, 2024 | $ 1,334,682 | 1,561,989 | 28,148,583 | - | 147,820,888 | 175,969,471 | 802,014 | 3,850,786 | 4,652,800 | - | 183,518,942 | |
| Balance at January 1,2025 | $ 1,334,682 | 1,561,989 | 28,148,583 | - | 147,820,888 | 175,969,471 | 802,014 | 3,850,786 | 4,652,800 | - | 183,518,942 | |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | - | - | 2,276,634 | - | (2,276,634) | - | - | - | - | - | - | |
| Special reserve | - | - | - | 984,940 | (984,940) | - | - | - | - | - | - | |
| Cash dividends of common stock | - | - | - | - | (11,411,531) | (11,411,531) | - | - | - | - | (11,411,531) | |
| - | - | 2,276,634 | 984,940 | (14,673,105) | (11,411,531) | - | - | - | - | (11,411,531) | ||
| Profit for the period | - | - | - | - | 21,275,407 | 21,275,407 | - | - | - | - | 21,275,407 | |
| Other comprehensive income for the period | - | - | - | - | (6,130) | (6,130) | (1,001,692) | (1,881,741) | (2,883,433) | - | (2,889,563) | |
| Total comprehensive income for the period | - | - | - | - | 21,269,277 | 21,269,277 | (1,001,692) | (1,881,741) | (2,883,433) | - | 18,385,844 | |
| Other changes in capital surplus | - | 2,725 | - | - | - | - | - | - | - | - | 2,725 | |
| Changes in ownership interests in subsidiaries | - | (13) | - | - | (5,563) | (5,563) | - | - | - | - | (5,576) | |
| Disposal of investment in equity instruments measured at fair value through other comprehensive income | - | - | - | - | (3,602) | (3,602) | - | 3,602 | 3,602 | - | - | |
| Purchase of treasury share | - | - | - | - | - | - | - | - | - | (1,623,219) | (1,623,219) | |
| Balance at December 31, 2025 | $ 1,334,682 | 1,564,701 | 30,425,217 | 984,940 | 154,407,895 | 185,818,052 | (199,678) | 1,972,647 | 1,772,969 | (1,623,219) | 188,867,185 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before income tax | $ 25,424,674 | 31,681,344 |
| Adjustments: | ||
| Adjustment to reconcile profit (loss): | ||
| Depreciation expense | 7,286,130 | 5,846,143 |
| Amortization expense | 208,231 | 180,679 |
| Interest expense | 630 | 723 |
| Interest income | (2,233,994) | (3,744,238) |
| Dividend income | (122,429) | (101,669) |
| Share of profit of subsidiaries associates and joint ventures accounted for using equity method | (2,237,856) | (841,253) |
| Loss (gain) on disposal of property, plant and equipment | 16 | (283) |
| Unrealized foreign exchange loss (profit) | 568,317 | (492,276) |
| (Realized) unrealized profit from sales | (517,060) | 742,701 |
| Total adjustments to reconcile profit | 2,951,985 | 1,590,527 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| (Increase) decrease in financial assets measured at fair value through profit or loss | (1,904,145) | 762,318 |
| Decrease (increase) in accounts receivable (including from related parties) | 1,564,692 | (770,094) |
| Increase in inventories | (1,116,498) | (892,609) |
| Increase in other current assets | (4,085) | (57,881) |
| Total changes in operating assets | (1,460,036) | (958,266) |
| Changes in operating liabilities: | ||
| (Decrease) increase in other notes payable | (1,074) | 889 |
| Increase in accounts payable (including to related parties) | 232,765 | 455,010 |
| Increase in other current liabilities | 410,363 | 1,335,501 |
| Decrease in net defined benefit liabilities | (14,058) | (5,022) |
| Total changes in operating liabilities | 627,996 | 1,786,378 |
| Total changes in operating assets and liabilities | (832,040) | 828,112 |
| Cash inflow generated from operations | 27,544,619 | 34,099,983 |
| Interest received | 2,504,328 | 3,814,197 |
| Dividends received | 122,429 | 101,669 |
| Interest paid | (630) | (713) |
| Income taxes paid | (5,179,944) | (6,447,823) |
| Net cash flows from operating activities | 24,990,802 | 31,567,313 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (1,342,412) | (1,088) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 171,240 | 19,919 |
| Acquisition of financial assets at amortized cost | - | (6,914,743) |
| Acquisition of investments accounted for using equity method | (23,678,545) | (16,167,850) |
| Acquisition of property, plant and equipment | (12,051,564) | (10,876,595) |
| Proceeds from disposal of property, plant and equipment | 1,800 | 283 |
| Acquisition of intangible assets | (168,322) | (255,771) |
| (Increase) decrease in refundable deposits | (70,113) | 702 |
| Decrease in other non-current assets | 347,294 | 493,028 |
| Decrease in other financial assets | 4,678,262 | 743,171 |
| Dividends received | 805,285 | 116,933 |
| Net cash flows used in investing activities | (31,307,075) | (32,842,011) |
| Cash flows from financing activities: | ||
| (Decrease) increase in short-term borrowings | (212,346) | 212,346 |
| Increase (decrease) in guarantee deposits received | 23 | (379) |
| Payment of lease liabilities | (38,918) | (53,953) |
| Cash dividends paid | (11,411,531) | (10,810,924) |
| Payments to acquire treasury shares | (1,623,219) | - |
| Overdue dividend transferred to capital surplus | 2,725 | 2,346 |
| Net cash flows used in financing activities | (13,283,266) | (10,650,564) |
| Net decrease in cash and cash equivalents | (19,599,539) | (11,925,262) |
| Cash and cash equivalents at beginning of period | 84,814,008 | 96,739,270 |
| Cash and cash equivalents at end of period | $ 65,214,469 | 84,814,008 |
See accompanying notes to parent company only financial statements.
Independent Auditors' Report
To the Board of Directors of Largan Precision Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Largan Precision Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue recognition
Please refer to Note 4(o) “Revenue from contracts with customers” and Note 6(u) “Revenue from Contrasts with Customers” to the consolidated financial statements.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
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Description of key audit matter:
The Group primarily sells various types of lens and camera module products, and revenue represents a significant portion of the Group’s financial statements. Under the sales arrangements between the Largan Group and its customers, the timing of revenue recognition depends on when control of the products is transferred to the buyers. Different products and customers may involve different delivery terms and commercial arrangements, which may affect the timing of control transfer. Therefore, revenue recognition is one of the key areas on which our audit focused.
How the matter was addressed in our audit:
- Understanding and evaluating the design and implementation of internal controls related to audit and risk in the sales, and performing tests on the effectiveness;
- Inspecting key sales contracts to evaluate whether the related transaction terms affect the timing at which control is transferred;
-
Performing cut off test on samples of sales transactions around the balance sheet date to assess whether revenue is accurately recognized in the appropriate period in the financial statements.
-
Inventory valuation
Please refer to Note 4(h), Note 5, and Note 6(g) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.
Description of key audit matter:
Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, and significant changes in market demand, the severe volatility to sales may lead to risks, wherein the costs of inventories may exceed its net realizable values. Therefore, the valuation of inventories has been identified as one of the key audit matters. Therefore, inventory valuation is one of the key areas on which our audit focused.
How the matter was addressed in our audit:
- Understanding of the movement of inventory aging and evaluated the reasonableness of the accounting policies for the allowance for inventory valuation;
- Obtaining the detailed calculation of the allowance for inventory valuation or obsolescence, recalculating the amounts, and agreeing them to the accounting records;
- Performing sampling procedures to test the reasonableness of the net realizable value adopted by the Group and the accuracy of the inventory aging report.
Other Matter
The Company has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chang, Tzu-Hsin and Chen, Yen-Hui.
KPMG
Taipei, Taiwan (Republic of China)
February 24, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | ||
| Assets | |||||||||||
| Current assets: | |||||||||||
| 1100 Cash and cash equivalents (Note 6(a) and (x)) | $ 115,941,697 | 53 | 113,658,347 | 52 | 2100 | Short-term borrowings (Note 6(n) and (x)) | $ - | - | 203,446 | - | |
| 1110 Current financial assets at fair value through profit or loss (Note 6(b) and (x)) | 6,366,871 | 3 | 4,326,508 | 2 | 2152 | Other notes payable (Note 6(x)) | 1,228 | - | 2,142 | - | |
| 1120 Current financial assets at fair value through other comprehensive income (Note 6(c) and (x)) | 8,986,294 | 4 | 5,634,914 | 3 | 2170 | Accounts payable (Note 6(x)) | 1,724,311 | 1 | 1,854,065 | 1 | |
| 1150 Notes receivable, net(Note 6(e) and (x)) | 14,149 | - | 11,611 | - | 2200 | Accounts payable to related parties (Note 6(x) and 7) | 3,587 | - | 509 | - | |
| 1170 Accounts receivable, net (Note 6(e) and (x)) | 10,439,603 | 5 | 10,345,756 | 5 | 2216 | Other payables (Note 6(r) and (x)) | 25,405,423 | 12 | 25,243,000 | 12 | |
| 1180 Accounts receivable from related parties, net (Note 6(e), (x) and 7) | 7,990 | - | 2,878 | - | 2220 | Dividends payable | 2,243 | - | 2,147 | - | |
| 1200 Other receivables (Note 6(f) and (x)) | 992,072 | - | 946,398 | - | 2230 | Other payables to related parties (Note 6(x) and 7) | 2,243 | - | 3,650 | - | |
| 1210 Other receivables from related parties (Note 6(f), and (x) and 7) | 224 | - | - | - | 2300 | Current tax liabilities | 2,523,414 | 1 | 3,184,323 | 1 | |
| 1220 Current tax assets | 594 | - | 391 | - | Current lease liabilities (Note 6(o) and (x)) | 43,636 | - | 45,433 | - | ||
| 1310 Inventories (Note 6(g)) | 6,713,192 | 3 | 5,733,120 | 3 | Other current liabilities | 42,740 | - | 39,361 | - | ||
| 1470 Other current assets (Note 6(m)) | 618,671 | - | 717,525 | - | Non-Current liabilities: | 29,748,503 | 14 | 30,578,076 | 14 | ||
| 1476 Other current financial assets (Note 6(m), (x) and 8) | 4,204,102 | 2 | 4,386,705 | 2 | 2570 | Deferred tax liabilities (Note 6(q)) | 42,800 | - | 460,689 | - | |
| 154,285,459 | 70 | 145,764,153 | 67 | 2580 | Non-current lease liabilities (Note 6(o) and (x)) | 75,248 | - | 40,020 | - | ||
| 2600 | Other non-current liabilities (Note 6(x)) | 4,659 | - | 4,636 | - | ||||||
| Non-current assets: | 2640 | Net defined benefit liability, non-current (Note 6(p)) | 47,865 | - | 55,793 | - | |||||
| 1517 Non-current financial assets at fair value through other comprehensive income (Note 6(c) and (x)) | 69,706 | - | 4,267,238 | 2 | Total liabilities | 170,572 | - | 561,138 | - | ||
| 1536 Non-current financial assets at amortized cost (Notel 6(d) and (x)) | 8,420,574 | 4 | 8,168,765 | 4 | Equity: | 29,919,075 | 14 | 31,139,214 | 14 | ||
| 1550 Investments accounted for using equity method (Note 6(i)) | 26,493 | - | 23,926 | - | Equity attributable to owners of parent (Note 6(s)): | ||||||
| 1600 Property, plant and equipment (Note 6(j) and 7) | 51,472,361 | 23 | 46,935,885 | 22 | 3110 | Share capital | 1,334,682 | - | 1,334,682 | 1 | |
| 1755 Right-Of-Use assets (Note 6(k)) | 130,042 | - | 97,530 | - | 3200 | Capital surplus | 1,564,701 | 1 | 1,561,989 | 1 | |
| 1780 Intangible assets (Note 6(l)) | 474,639 | - | 504,623 | - | 3300 | Retained earnings | 185,818,052 | 84 | 175,969,471 | 81 | |
| 1840 Deferred tax assets (Note 6(q)) | 446,697 | - | 489,094 | - | 3400 | Other equity interest | 1,772,969 | 1 | 4,652,800 | 2 | |
| 1900 Other non-current assets (Note 6(m), (x) and 8) | 2,399,761 | 1 | 2,720,759 | 1 | 3500 | Treasury shares | (1,623,219) | (1) | - | - | |
| 1980 Other non-current financial assets (Note 6(m), (x) and 8) | 3,061,288 | 2 | 7,554,847 | 4 | Total equity attributable to owners of parent | 188,867,185 | 85 | 183,518,942 | 85 | ||
| 66,501,561 | 30 | 70,762,667 | 33 | Non-controlling interests: | |||||||
| 36XX | Non-controlling interests(note 6(b)) | 2,000,760 | 1 | 1,868,664 | 1 | ||||||
| Total equity | 190,867,945 | 86 | 185,387,606 | 86 | |||||||
| Total assets | $ 220,787,020 | 100 | 216,526,820 | 100 | Total liabilities and equity | $ 220,787,020 | 100 | 216,526,820 | 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue(Note 6(u) and 7) | $ 61,147,888 | 100 | 59,457,553 | 100 |
| 5000 | Operating costs (Note6(g),(p),(v) and 7) | 30,310,834 | 50 | 28,248,244 | 48 |
| 5900 | Gross profit from operations | 30,837,054 | 50 | 31,209,309 | 52 |
| 6000 | Operating expenses((Note6(p),(v) and 7) | ||||
| 6100 | Selling expenses | 376,076 | - | 398,792 | 1 |
| 6200 | Administrative expenses | 1,609,393 | 3 | 1,531,290 | 3 |
| 6300 | Research and development expenses | 5,293,321 | 9 | 5,246,696 | 8 |
| Total operating expenses | 7,278,790 | 12 | 7,176,778 | 12 | |
| 6900 | Operating income | 23,558,264 | 38 | 24,032,531 | 40 |
| 7000 | Non-operating income and expenses: | ||||
| 7100 | Interest income (Note 6(w)) | 4,260,061 | 7 | 4,405,000 | 8 |
| 7010 | Other income (Note 6(w) and 7) | 125,602 | - | 105,500 | - |
| 7020 | Other gains and losses (Note 6(w) and 7) | (2,044,775) | (3) | 3,632,317 | 6 |
| 7050 | Finance costs (Note 6(o) and (w)) | (1,509) | - | (1,248) | - |
| 7060 | Share of profit of associates and joint ventures accounted for using equity method, net (Note 6(i)) | 2,567 | - | 270 | - |
| 2,341,946 | 4 | 8,141,839 | 14 | ||
| 7900 | Profit before income tax | 25,900,210 | 42 | 32,174,370 | 54 |
| 7950 | Less: Income tax expenses (Note 6(q)) | 4,339,953 | 7 | 5,963,418 | 10 |
| Profit for the period | 21,560,257 | 35 | 26,210,952 | 44 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurements of defined benefit obligation (Note 6(p)) | (6,130) | - | 5,547 | - |
| 8316 | Unrealized gains on investments in equity instruments measured at fair value through other comprehensive income | (1,997,188) | (3) | 1,375,801 | 2 |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | - | - |
| (2,003,318) | (3) | 1,381,348 | 2 | ||
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (1,010,628) | (2) | 1,521,602 | 3 |
| 8367 | Unrealized gains on investments in debt instruments measured at fair value through other comprehensive income | 115,610 | - | 12,853 | - |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| (895,018) | (2) | 1,534,455 | 3 | ||
| Other comprehensive income for the period, net of tax | (2,898,336) | (5) | 2,915,803 | 5 | |
| 8500 | Total comprehensive income for the period | $ 18,661,921 | 30 | 29,126,755 | 49 |
| Profit (loss), attributable to: | |||||
| 8610 | Owners of parent | $ 21,275,407 | 35 | 25,915,410 | 44 |
| 8620 | Non-controlling interests | 284,850 | - | 295,542 | - |
| $ 21,560,257 | 35 | 26,210,952 | 44 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 18,385,844 | 30 | 28,818,649 | 48 |
| 8720 | Non-controlling interests | 276,077 | - | 308,106 | 1 |
| $ 18,661,921 | 30 | 29,126,755 | 49 | ||
| Earnings per share(NT Dollars)(Note 6(t)) | |||||
| 9750 | Basic earnings per share | $ | 159.41 | 194.17 | |
| 9850 | Diluted earnings per share | $ | 157.21 | 191.44 |
See accompanying notes to consolidated financial statements.
-24-
-25-
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity interest | ||||||||||||
| Share Capital | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Total | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Total | Treasury shares | Total equity attributable to owners of the parent | Non-controlling interests | Total equity | |
| Balance at January 1, 2024 | $ 1,334,682 | 1,559,812 | 25,996,814 | - | 134,874,294 | 160,871,108 | (706,186) | 2,450,985 | 1,744,799 | - | 165,510,401 | - | 165,510,401 |
| Appropriation and distribution of retained earnings: | |||||||||||||
| Legal reserve | - | - | 2,151,769 | - | (2,151,769) | - | - | - | - | - | - | - | - |
| Cash dividends of common stock | - | - | - | - | (10,810,924) | (10,810,924) | - | - | - | - | (10,810,924) | - | (10,810,924) |
| - | - | 2,151,769 | - | (12,962,693) | (10,810,924) | - | - | - | - | (10,810,924) | - | (10,810,924) | |
| Profit for the year | - | - | - | - | 25,915,410 | 25,915,410 | - | - | - | - | 25,915,410 | 295,542 | 26,210,952 |
| Other comprehensive income for the period | - | - | - | - | 5,547 | 5,547 | 1,508,200 | 1,389,492 | 2,897,692 | - | 2,903,239 | 12,564 | 2,915,803 |
| Total comprehensive income for the period | - | - | - | - | 25,920,957 | 25,920,957 | 1,508,200 | 1,389,492 | 2,897,692 | - | 28,818,649 | 308,106 | 29,126,755 |
| Other changes in capital surplus | - | 2,346 | - | - | - | - | - | - | - | - | 2,346 | - | 2,346 |
| Changes in ownership interests in subsidiaries | - | (169) | - | - | (1,361) | (1,361) | - | - | - | - | (1,530) | 1,530 | - |
| Disposal of investment in equity instruments measured at fair value through other comprehensive income | - | - | - | - | (10,309) | (10,309) | - | 10,309 | 10,309 | - | - | - | - |
| Changes in non-controlling interests | 1,559,028 | 1,559,028 | |||||||||||
| Balance at December 31, 2024 | $ 1,334,682 | 1,561,989 | 28,148,583 | - | 147,820,888 | 175,969,471 | 802,014 | 3,850,786 | 4,652,800 | - | 183,518,942 | 1,868,664 | 185,387,606 |
| Balance at January 1,2025 | $ 1,334,682 | 1,561,989 | 28,148,583 | - | 147,820,888 | 175,969,471 | 802,014 | 3,850,786 | 4,652,800 | - | 183,518,942 | 1,868,664 | 185,387,606 |
| Appropriation and distribution of retained earnings: | |||||||||||||
| Legal reserve | - | - | 2,276,634 | - | (2,276,634) | - | - | - | - | - | - | - | - |
| Special reserve | - | - | - | 984,940 | (984,940) | - | - | - | - | - | - | - | - |
| Cash dividends of common stock | - | - | - | - | (11,411,531) | (11,411,531) | - | - | - | - | (11,411,531) | - | (11,411,531) |
| - | - | 2,276,634 | 984,940 | (14,673,105) | (11,411,531) | - | - | - | - | (11,411,531) | - | (11,411,531) | |
| Profit for the period | - | - | - | - | 21,275,407 | 21,275,407 | - | - | - | - | 21,275,407 | 284,850 | 21,560,257 |
| Other comprehensive income for the period | - | - | - | - | (6,130) | (6,130) | (1,001,692) | (1,881,741) | (2,883,433) | - | (2,889,563) | (8,773) | (2,898,336) |
| Total comprehensive income for the period | - | - | - | - | 21,269,277 | 21,269,277 | (1,001,692) | (1,881,741) | (2,883,433) | - | 18,385,844 | 276,077 | 18,661,921 |
| Other changes in capital surplus | - | 2,725 | - | - | - | - | - | - | - | - | 2,725 | - | 2,725 |
| Changes in ownership interests in subsidiaries | - | (13) | - | - | (5,563) | (5,563) | - | - | - | - | (5,576) | 5,576 | - |
| Disposal of investment in equity instruments measured at fair value through other comprehensive income | - | - | - | - | (3,602) | (3,602) | - | 3,602 | 3,602 | - | - | - | - |
| Purchase of treasury share | - | - | - | - | - | - | - | - | - | (1,623,219) | (1,623,219) | - | (1,623,219) |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | - | (149,557) | (149,557) |
| Balance at December 31, 2025 | $ 1,334,682 | 1,564,701 | 30,425,217 | 984,940 | 154,407,895 | 185,818,052 | (199,678) | 1,972,647 | 1,772,969 | (1,623,219) | 188,867,185 | 2,000,760 | 190,867,945 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
LARGAN PRECISION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before income tax | $ 25,900,210 | 32,174,370 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 7,510,655 | 6,037,791 |
| Amortization expense | 221,375 | 192,154 |
| Interest expense | 1,509 | 1,248 |
| Interest income | (4,260,061) | (4,405,000) |
| Dividend income | (122,429) | (101,669) |
| Share of profit of associates and joint ventures accounted for using equity method | (2,567) | (270) |
| Loss (gain) on disposal of property, plant and equipment | 24,027 | (5,363) |
| Unrealized foreign exchange loss (gain) | 568,383 | (492,195) |
| Total adjustments to reconcile profit | 3,940,892 | 1,226,696 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| (Increase) decrease in financial assets mandatorily measured at fair value through profit or loss | (2,040,363) | 453,259 |
| (Increase) decrease in notes receivable | (2,538) | 11,766 |
| Increase in accounts receivable (including from related parties) | (98,959) | (258,540) |
| Increase in inventories | (980,072) | (805,865) |
| Decrease (increase) in other current assets | 112,309 | (303,496) |
| Total changes in operating assets | (3,009,623) | (902,876) |
| Changes in operating liabilities: | ||
| (Decrease) increase in other notes payable | (914) | 885 |
| (Decrease) increase in accounts payable (including to related parties) | (126,676) | 109,748 |
| Increase in other current liabilities | 489,904 | 1,396,968 |
| Decrease in net defined benefit liabilities | (14,058) | (5,022) |
| Total changes in operating liabilities | 348,256 | 1,502,579 |
| Total changes in operating assets and liabilities | (2,661,367) | 599,703 |
| Cash inflow generated from operations | 27,179,735 | 34,000,769 |
| Interest received | 4,151,383 | 4,445,293 |
| Dividends received | 122,429 | 101,669 |
| Interest paid | (1,509) | (1,248) |
| Income taxes paid | (5,371,812) | (6,967,954) |
| Net cash flows from operating activities | 26,080,226 | 31,578,529 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (1,370,912) | (33,088) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 171,240 | 19,919 |
| Acquisition of financial assets at amortized cost | (503,887) | (7,361,277) |
| Acquisition of property, plant and equipment | (12,339,968) | (11,132,540) |
| Proceeds from disposal of property, plant and equipment | 2,324 | 6,989 |
| Acquisition of intangible asset | (174,914) | (314,392) |
| Increase in refundable deposits | (70,091) | (1,092) |
| Decrease in other non-current assets | 374,321 | 466,576 |
| Decrease in other financial assets | 4,676,162 | 742,671 |
| Cash inflows from business combination | - | 1,540,201 |
| Net cash flows used in investing activities | (9,235,725) | (16,066,033) |
| Cash flows from financing activities: | ||
| (Decrease) increase in short-term borrowings | (212,346) | 212,346 |
| Increase (decrease) in guarantee deposits received | 23 | (380) |
| Payment of lease liabilities | (63,850) | (69,612) |
| Cash dividends paid | (11,411,531) | (10,810,924) |
| Payments to acquire treasury shares | (1,623,219) | - |
| Overdue dividend transferred to capital surplus | 2,725 | 2,346 |
| Changes in non-controlling interests | (149,461) | (97,327) |
| Net cash flows used in financing activities | (13,457,659) | (10,763,551) |
| Effect of exchange rate changes on cash and cash equivalents | (1,103,492) | 1,419,502 |
| Net increase in cash and cash equivalents | 2,283,350 | 6,168,447 |
| Cash and cash equivalents at beginning of period | 113,658,347 | 107,489,900 |
| Cash and cash equivalents at end of period | $ 115,941,697 | 113,658,347 |
See accompanying notes to consolidated financial statements.
-26-
Attachment IV
Largan Precision Co., Ltd.
2025 Earnings Distribution Table
Unit: NT$
| Item | Amount | |
|---|---|---|
| Subtotal | Subtotal | |
| Beginning Balance | 138,616,236,525 | |
| Less: Changes in the remeasurement of the determined benefit plans for the period | (6,130,241) | |
| Less: Disposal of equity instruments measured at fair value through other comprehensive income | (3,601,969) | |
| Less: Recognition of changes in ownership interests in subsidiaries | (5,562,993) | |
| Add: Net profit after tax for the fiscal year | 21,275,407,458 | |
| Earnings available for distribution | 159,876,348,780 | |
| Less: Appropriation for legal reserve | ||
| Amount appropriated in the first half of 2025 | (746,404,309) | |
| Difference for the year | (1,379,606,917) | |
| Less: Allocation to special reserve for equity deduction | ||
| Amount appropriated in the first half of 2025 | (984,940,087) | |
| Reversal amount of annual difference | 984,940,087 | |
| Distribution items: | ||
| Less: Dividends to shareholders - cash (Note) | ||
| Earnings distribution resolved for the first half of 2025 (NT$28/share) | (3,737,109,516) | |
| Earnings distribution resolved for the second half of 2025 (NT$52/share) (Note) | (6,801,506,244) | |
| Undistributed earnings at the end of the period | 147,211,721,794 |
Note: The amount of earnings to be distributed in the second half of 2025 is calculated based on the number of 130,798,197 issued shares (after deducting 2,670,000 treasury stock).
Chairman: En-Ping Lin
President: You-Chih Huang
Chief Accounting Officer: Hsing-Ju Tsaur
Attachment V
Largan Precision Co., Ltd.
Comparison of the Articles of Incorporation Before and After Amendment
| Before Amendment | After Amendment | Explanation |
|---|---|---|
| Article 5 | ||
| The Company’s total capital is NT$2 billion, divided into 200 million shares, all of which are ordinary shares. Each share has a par value of NT$10. The Board of Directors is authorized to issue any unissued shares in installments if deemed necessary. | ||
| NT$100 million of the total capital amount described above has been retained, and has been divided into 10 million shares at NT$10 per share, available to be distributed as employee stock options and converted into shares. These stock options may be issued through a Board of Directors resolution in installments. | Article 5 | |
| The Company’s total capital is NT$2 billion, divided into 200 million shares, all of which are ordinary shares. Each share has a par value of NT$10. The Board of Directors is authorized to issue any unissued shares in installments if deemed necessary. | ||
| NT$100 million of the total capital amount described above has been retained, and has been divided into 10 million shares at NT$10 per share, available to be distributed as employee stock options and converted into shares. These stock options may be issued through a Board of Directors resolution in installments. | ||
| Treasury shares acquired by the Company pursuant to the Securities and Exchange Act may be transferred to employees of the Company’s subsidiaries who meet specific criteria. The Company may issue employee stock options to employees of the Company’s subsidiaries who meet specific criteria. When the Company issues new shares, they may be offered to employees of the Company’s subsidiaries who meet specific criteria. The Company may issue restricted stock awards to employees of the Company’s subsidiaries who meet specific criteria. | To align with the actual business requirements of the Company | |
| Article 29 | ||
| (Omitted) | ||
| The 38th amendment was made on June 12, 2019. | ||
| The 39th amendment was made on August 25, 2021. | ||
| The 40th amendment was made on June 8, 2022. The 41st amendment was made on June 6, 2025. | ||
| These Articles of Incorporation shall be effective and implemented following approval from the shareholders’ meeting. | Article 29 | |
| (Omitted) | ||
| The 38th amendment was made on June 12, 2019. | ||
| The 39th amendment was made on August 25, 2021. | ||
| The 40th amendment was made on June 8, 2022. | ||
| The 41st amendment was made on June 6, 2025. | ||
| The 42nd amendment was made on June 9, 2026. | ||
| These Articles of Incorporation shall be effective and implemented following approval from the shareholders’ meeting. | To add the date and the number of times amendments have been made |
Attachment VI
Largan Precision Co., Ltd.
Rules for Issuance of Restricted Stock Awards in 2026
Article 1 Purpose of issue:
Largan Precision Co., Ltd. (hereinafter referred to as "the Company") has established the Rules for Issuance of Restricted Stock Awards in 2026 (hereinafter referred to as "the Rules") pursuant to Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereinafter referred to as the "Offering and Issuance Regulations") published by the Financial Supervisory Commission, in order to attract and retain talent required by the Company, motivate employees, and enhance employee cohesion, in turn creating mutual benefits for the Company and shareholders.
Article 2 Reporting and issuance period:
The proposed issuance of restricted stock awards may be reported to the competent authority across different filings within one year of the shareholders’ meeting resolution on the issue. The restricted stock awards shall be issued within two years of receiving the effective notification of approval from the competent authority either in a single issuance or across multiple issuances, based on the Company’s operational needs. The actual issue date and issuance procedures shall be determined by the Company’s Chairman, with the authorization of the Board of Directors.
Article 3 Qualifications and criteria for employees, and number of shares distributed:
I. Only existing full-time employees of the Company, or a company controlled by or subsidiary to the Company, on the date of the restricted stock award are entitled to receive restricted stock awards. A “company controlled by or subsidiary to the Company” is defined pursuant to the standards provided in Articles 369-2, 369-3, 369-9 Paragraph 2, and 369-11 of the Company Act, or pursuant to any updated laws or regulations issued by the competent authority before the restricted stock award.
II. The Company shall prudently manage these Rules in order to protect the rights and interests of shareholders. The employees eligible to receive restricted stock awards are limited to: (A) Key employees important to the Company’s future successful development, (B) Employees with individual performance valuable to the Company, (C) New employees in core roles.
III. The actual number of restricted stock awards distributed to employees and available for distribution under these Rules shall be determined by the Chairman and reported to the Board of Directors for approval, after taking various factors such as performance, past and expected future contributions, exceptional achievements, development potential, job role, and seniority into consideration. However, managers and directors who are also employees of the Company must have their restricted stock awards first approved by the Remuneration Committee. Employees who are not managers or directors shall first be approved by the Audit Committee.
IV. The number of stock options that a single employee may subscribe to under Article 56-1, Paragraph 1 of the Offering and Issuance Regulations plus the total restricted stock awards acquired by the employee shall not exceed 0.3% of the total shares issued by the Company, and these total shares plus the total number of stock options that a single employee may subscribe to under Article 56, Paragraph 1 of the Offering and Issuance Regulations shall not exceed 1% of the total shares issued by the Company. Should the competent authority update regulations in the future, the number of restricted stock awards distributed to a single employee as described in this Article shall be determined pursuant to the updated laws or regulations announced by the competent authority. This number shall also not be subject to the above limits in individual cases specifically approved by the central competent authority responsible for governing the relevant industry.
Article 4 Total amount issued:
The total amount issued is NT$7,000,000 with 700,000 ordinary shares issued at a par value of NT$10 per share. The actual number of shares to be issued shall be determined by a separate Board of Directors resolution, after the proposal to issue restricted stock awards is approved by the shareholders' meeting and competent authority.
Article 5 Conditions for issuance of restricted stock awards and circumstances where rights to restricted stock awards are limited:
I. Issue price: Shares are issued for free with an issue price of NT$0.
II. Type of shares issued: Ordinary shares.
III. Vesting conditions:
(I) The proportion of restricted stock awards distributed under these Rules that become vested after meeting the vesting conditions of the employee remaining employed at the Company from the issue date to each vesting date, and after the employee has met the performance evaluation requirements of being in the top fifty percent of evaluated individual performance in the year previous to the vesting date, are as follows:
(1) Still employed at the Company one year after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(2) Still employed at the Company two years after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(3) Still employed at the Company three years after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(4) Still employed at the Company four years after the issue date: 20% of shares are vested. (Unconditionally converted to shares)
(5) Still employed at the Company five years after the issue date: All remaining shares.
(II) The issue date used to calculate the length of an employee's tenure at the Company is the date on which shares are registered in the shareholder register.
(III) If the above dates fall on a holiday, the date shall be pushed earlier to the previous business
30
day.
IV. The following measures shall be taken when employees fail to meet the vesting conditions, or in the event of inheritance:
(I) Should the employee fail to meet the conditions provided in Paragraph III of this Article, the Company shall reclaim their shares without compensation and cancel them.
(II) General resignation (voluntary/layoff/termination):
The Company shall consider any restricted stock awards which have not yet met vesting conditions on the effective resignation date as having failed to meet vesting conditions, and shall reclaim these shares without compensation and cancel them pursuant to law.
(III) Leave without pay:
Employees will regain their rights to restricted stock awards that have not yet met vesting conditions on the date of their return to work. However, the vesting dates shall be deferred to later dates based on the length of the leave without pay period. Employees who fail to return to work after their leave without pay period ends shall be deemed to have lost their right to meet vesting conditions on the date that this period ends. The Company shall reclaim and cancel all shares which fail to meet vesting conditions without providing compensation.
(IV) Unable to continue working at the Company due to occupational injury resulting in disability or death:
The year of occurrence shall be used to calculate the length of the employee's employment tenure as provided in the Rules. However, this shall still be subject to the vesting proportion limits stipulated in Paragraph III of this Article. In the event of death, the heirs of the deceased may submit an application to receive shares that they are entitled to inherit after completing the necessary legal procedures and providing required supporting documents. However, the heirs must complete the required procedures for receiving these inherited shares within six months of the Company providing notification that they are entitled to inherit shares. Heirs who fail to complete these procedures shall be considered as having refused to inherit these shares, and the Company is entitled to reclaim and cancel these shares. Should the employee become unable to continue working at the Company due to a physical disability caused by the occupational injury, the employee shall receive all vested shares they are entitled to instead. The Company shall consider any restricted stock awards which have not yet met vesting conditions on the date of the occupational injury causing physical disability and rendering the employee unable to continue working at the Company, or on the date of death, as having failed to meet vesting conditions, and shall reclaim these shares without compensation and cancel them pursuant to law.
(V) General death:
The year of occurrence shall be used to calculate the length of the employee's employment tenure as provided in the Rules. However, this shall still be subject to the vesting proportion limits stipulated in Paragraph III of this Article. The Company shall consider any restricted stock awards which have not yet met vesting conditions on the date of death as having failed to meet vesting conditions, and shall reclaim these shares without compensation and cancel them
31
pursuant to law. However, should the death be a result of intentional self-harm, or not caused by an unexpected external incident, the restricted stock awards shall be considered as having failed to meet vesting conditions on the date of death, and the Company shall reclaim and cancel these shares without compensation pursuant to law.
(VI) Retirement (including retirement upon reaching legal retirement age, mandatory retirement, and voluntary retirement)
The year of occurrence shall be used to calculate the length of the employee’s employment tenure as provided in the Rules. However, this shall still be subject to the vesting proportion limits stipulated in Paragraph III of this Article. The Company shall consider any restricted stock awards which have not yet met vesting conditions on the effective date of retirement as having failed to meet vesting conditions, and shall reclaim these shares without compensation and cancel them pursuant to law. However, should special circumstances apply, such as the employee having made exceptional contributions to the Company, the Company’s Chairman may submit a proposal to the Board of Directors for approval on having the restricted stock awards belonging to the employee that have not yet vested be considered as having met vesting conditions. The Board of Directors may also determine how to handle these matters through a separate resolution.
(VII) Job transfer:
Should the employee request a transfer to an affiliated company or another company, their restricted stock awards shall be handled in the same manner as the methods provided in Sub-Paragraph (II) of this Paragraph,
and treated as a voluntary resignation. However, employees who are transferred by the Company to an affiliated company or another company in order to meet the Company’s operational needs shall not have their restricted stock awards affected by the transfer. However, these restricted stock awards will still be subject to the conditions set forth in Paragraph III of this Article, and the employee shall still be required to remain employed at the affiliated company or other company that they have been transferred to. Their individual performance evaluation will also need to meet vesting conditions, as determined by the Company’s Chairman after taking into consideration the employee’s performance evaluation scores submitted by the company they have been transferred to.
(VIII) Other circumstances:
Should an employee who has received restricted stock awards under these Rules commit serious misconduct, such as violating the Company’s employment contract or work rules, and the Company considers these circumstances to be serious, the Company is entitled to reclaim and cancel the employee’s restricted stock awards without compensation.
Article 6 Restrictions on shares prior to meeting vesting conditions:
I. After restricted stock awards are issued, these shares shall immediately be placed into a trust, and the Company or a representative designated by the Company shall serve as an agent on behalf of all employees who have received restricted stock awards in signing and amending the trust agreement with the trustee organization. The agent shall have full discretion over handling
32
all trust-related matters. Employees may not request that the trustee return their restricted stock awards for any reason or through any method before meeting the vesting conditions.
II. Before meeting the vesting conditions provided above, and apart from being transferred through inheritance, employees shall not sell, pledge, transfer, gift to others, configure, or otherwise dispose of the restricted stock awards received under these Rules.
III. Before meeting the vesting conditions, the trustee shall have the right to attend shareholder meetings, submit proposals, speak, vote on resolutions, vote in elections, and otherwise exercise their shareholder rights.
IV. Before meeting the vesting conditions, with regard to the distributed earnings that these shares are entitled to (including but not limited to: dividends, bonuses, and distributions of additional paid-in capital), all cash dividends, stock dividends, and distributed additional paid-in capital must be placed into the trust, and returned to the employee without interest only after vesting conditions have been met. Should the employee fail to meet vesting conditions, the Company shall reclaim all cash and shares placed into the trust through this manner (shares shall be canceled pursuant to the law). Additionally, the employee shall not be entitled to receive stock options issued for cash capital increases until the vesting conditions are met. Should the employee meet vesting conditions within the period from fifteen business days before the book closure date for the Company's stock option subscription date to the options distribution date, the shares released from restrictions during this period shall still not be granted stock option subscription rights.
V. Should the Company reduce capital during the vesting period not due to a legal requirement to reduce capital, such as through a cash capital decrease or a capital reduction to offset losses, restricted stock awards shall also be reduced in proportion to the capital decrease. In the case of a cash capital decrease, the cash refunded must be placed in a trust and returned to employees without interest after vesting conditions are met. However, the Company shall reclaim this cash amount should the employee fail to meet vesting conditions.
Article 7 Taxes:
Taxes on the restricted stock awards distributed under these Rules shall be handled pursuant to the laws and regulations of the Republic of China at that time.
Article 8 Contract signing and confidentiality:
I. Employees receiving restricted stock awards must sign an "Agreement for Receiving Restricted Stock Awards", and complete the required trust procedures. Employees who do not sign this document will be deemed as having given up their rights to these restricted stock awards.
II. All persons who obtain restricted stock awards and related shareholding rights under these Rules shall comply with the provisions provided in these Rules and the "Agreement for Receiving Restricted Stock Awards", or they shall be deemed as having failed to meet vesting conditions. They must also comply with the required confidentiality rules, and unless required to do so by law or by the competent authorities, they shall not inquire into the amount of and
33
details on the restricted stock awards distributed to others, disclose the amount of and details on the restricted stock awards they have received, or disclose details on this matter and their personal rights to others. In the event of a violation, the Company is entitled to reclaim and cancel all restricted stock awards which not yet met vesting conditions for no compensation.
Article 9 Other important terms and conditions:
I. These Rules shall be implemented after being approved by over half of all directors in attendance in a Board of Directors meeting where at least two-thirds all directors are in attendance, and after being reported to the competent authority. Should it become necessary to amend these Rules in the future due to factors such as amendments to laws and regulations, or requirements from the competent authorities after a review, the Chairman is authorized to amend these Rules, after which the amendment shall be submitted to the Board of Directors for ratification before being issued.
II. Any other matters not set forth in these Rules shall be handled in accordance with relevant laws and regulations.
34
Appendix
Appendix I (Before Revision)
Largan Precision Co., Ltd. Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is 大立光電股份有限公司. The Company's name in English is Largan Precision Co., Ltd.
Article 2: The Company engages in the following businesses:
- CE01030 Photographic and optical equipment manufacturing.
- CQ01010 Die manufacturing.
- F601010 Intellectual property
- F113030 Wholesale of precision instruments
- F401010 International trade.
- I501010 Product designing
- CF01011 Medical materials and equipment manufacturing.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The total amount of the Company's investments in other entities may exceed 40% of its paid-in capital, and is not subject to the restriction of total investment amount stipulated in Article 13 of the Company Act.
Article 2-2: The Company may provide guarantees for companies in the same industry specified above, and provide endorsement and guarantee for loans funded from government authorities and financial institutions when necessary for its operations.
Article 3: The Company's head office is established in Taichung City. When necessary, the Company may establish branch offices domestically or overseas, subject to resolution by its Board of Directors.
Article 4: The Company's public announcements shall be made pursuant to Article 28 of the Company Act.
Chapter 2 Shares
Article 5: The total capital stock of the Company is in the amount of two billion New Taiwan Dollars (NT$2,000,000,000) divided into 200 million (200,000,000) common shares, at a par value of Ten New Taiwan Dollars (NT$10) each. The Board of Directors is authorized to issue the shares in multiple installments.
A total of NT$100,000,000 totaling 10 million (10,000,000) shares of the aforementioned capital shall be reserved for the issuance of employee stock options at NT$10 per share, and may be issued in installments upon resolution by the Board of Directors.
Article 6: The Company's share certificates shall be name bearing, and registered, signed or sealed by the Director representative of the Company. The share certificates shall be issued after certification by banks competent to serve as attesters for the issuance of share certificates.
The Company may be exempted from printing share certificates for the shares issued. The Company not printing its share certificate shall register the issued stock with the securities depository and custodian institution. Requirements in the two preceding paragraphs shall not apply.
Article 7: The Company shall administer all shareholder services in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" and related regulations.
Article 8: In the event of reissue of share certificates due to loss or damage, the Company may charge a fee to cover the cost and the applicable stamp duty.
Article 9: Share transfer registration shall be suspended 60 days prior to the convening date of a regular shareholders' meeting, or 30 days prior to the convening date of a special shareholders' meeting, or 5 days prior to the record date on which dividends, bonuses or other benefits are scheduled for distribution by the Company.
Article 9-1: Transfer of shares to employees at prices below the Company's actual average repurchase price or issue of employee stock options below the market price (net worth per share) are subject to a shareholders' meeting resolution and must be resolved with the presence of shareholders representing more than one-half of the total number of outstanding shares, and voted in favor by more than two-thirds of votes present.
Chapter 3 Shareholders' Meeting
Article 10: Shareholders' meeting shall be of two types: general meetings and special meetings. General shareholders' meetings are convened annually within six months after the end of each fiscal year. Special meetings shall be convened according to the law when necessary. The notice for convening a shareholders' meeting shall be given to each shareholders 30 days before a general meeting and 15 days before a special meeting. The date, location, and purpose of the meeting shall be notified to all shareholders.
The notices for the shareholders' meeting prescribed in the preceding paragraph may be distributed in electronic form, subject to agreement by the recipient thereof.
The Company's shareholders' meetings can be held by video conference or other methods announced by the central competent authority.
Article 11: A shareholder who cannot attend a shareholders' meeting may appoint a proxy to attend on his/her behalf by executing a power of attorney in accordance with Article 177 of the Company Act.
Article 12: Where a shareholders' meeting is convened by the Board of Directors, the meeting shall be presided over by the Chairman of the Board. In case of his absence, the Chairman shall designate a Director to act on his behalf. In the absence of such designation, the
Directors shall elect one person from among themselves to serve as chairman of the meeting.
For shareholders' meetings convened by any other person having the convening right other than the Board of Directors, he/she will act as the chairman of that meeting, however, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Article 13: All shareholders are entitled to one vote for each share held, except for shares that have no voting power under the circumstances stipulated in Article 179 of the Company Act.
Article 14: Unless otherwise provided for in the Company Act, a resolution shall be adopted if voted in favor by a majority of votes by attending shareholders representing more than one-half of the total number of voting shares.
Article 15: Resolutions made during the shareholders' meeting shall be recorded in the minutes in accordance with Article 183 of the Company Act.
Chapter 4 Directors and Audit Committee
Article 16: The Company shall have seven to nine Directors. The term of office for Directors shall be three years and all shall be eligible for re-election. The total proportion of shares held by all Directors of the Company shall be subject to regulations prescribed by the securities authority.
The Company shall have, among the aforementioned Directors, at least three independent Directors, and the number of Independent Directors shall not be less than one-fifth of the total number of Directors. The Company's Directors shall be elected by the shareholders from among the nominees listed in the roster of candidates based on a candidate nomination system.
The "Directors" referred to in these Articles of Incorporation include Independent Directors.
The candidate nomination system shall be implemented in accordance with Article 192-1 of the Company Act.
Article 16-1: Meetings of the Board of Directors shall be convened quarterly and Directors shall be notified of the purpose of the meeting at least seven days in advance. A meeting may be convened at any time in case of urgent circumstances. The notice for a Board of Directors meeting may be made in writing, or by facsimile, email, or other methods.
Article 17: In the case that the number of vacancies on the Board of Directors reaches one-third of the total number of Directors, then the Board of Directors shall convene, within 60 days, a special shareholders' meeting to elect succeeding Directors or Supervisors to fill such vacancies; the term of office of the newly elected members shall be the same as remaining term of the predecessor.
Article 18: In case election of the Board of Directors cannot be completed before the expiration of the term of office, the term of office for the existing Directors shall be extended until
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the new Directors elect assume office.
Article 19: The Board of Directors shall be formed by the Directors. The Chairman shall be elected by a majority of votes in a meeting attended by over two-thirds of the Directors. The Board of Directors shall execute all matters of the Company in accordance with applicable laws, regulations, these Articles of Incorporation, and resolutions adopted at shareholders' meeting and by the Board of Directors.
Article 20: The Company's business strategies and other important matters shall be decided by resolutions adopted by the Board of Directors. The first meeting of the Board of Directors for each new term shall be convened in accordance with Article 203 of the Company Act. Other meetings shall be convened and presided over by the Chairman. If the Chairman is unable to perform his/her duties, the Chairman shall designate one of the Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting Chairman of the Board of Directors.
Article 21: Unless otherwise provided for in the Company Act, the adoption of a resolution at a Board of Directors meeting shall require a majority vote in favor of the resolution by more than one-half of the Directors in attendance of the meeting. If a Director is unable to attend a meeting, he/she may appoint another Director to attend the meeting on his/her behalf by completing the Company's proxy form, specifying the scope of authority with respect to the subjects to be discussed at the meeting. Each Director may act as a proxy for one other Director only.
Article 22: Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the Chairman. The minutes shall be distributed to each Director within 20 days after the meeting. The minutes shall include a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept by the Company along with the attendance list with signatures of the Directors in attendance and the proxy authorization forms for proxy attendees.
Article 23: Deleted.
Article 23-1: Directors of the Company shall be entitled to remuneration for their duties regardless of profit or loss. The Board of Directors is authorized to determine the remuneration within the standards for maximum salaries established in the Company's Remuneration Policy based on the level of their participation in the Company's operations and the value of their contribution. The Board of Directors may pay transportation allowances to Directors based on prevailing rates in the industry. Directors of the Company who work in the Company shall be entitled to monthly salaries in accordance with salary standards of regular managerial officers in addition to the Director compensation specified in Article 26 of these Articles of Incorporation.
Article 23-2: The Board of Directors is authorized to take out liability insurance for the Directors with respect to the liabilities resulting from exercising their duties during their term of office to reduce the risk of material damages to the Company and shareholders caused by illegal actions of its Directors.
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Chapter 5 Managerial Officers and Staff
Article 24: The Company may appoint a number of managerial officers in accordance with applicable regulations. The appointment, dismissal and compensation of such managerial officers shall be governed by Article 29 of the Company Act.
Chapter 6 Final Accounts
Article 25: The Board of Directors of the Company shall prepare and submit the following documents at the end of each fiscal year to the general shareholders' meeting for adoption, in accordance with regulations:
- Business report.
- Financial statements.
- Proposal Concerning Distribution of Earnings or Offset of Losses
Article 26: In the event the Company makes profits (i.e. profit before tax and before compensation distribution to the employees and Directors) in any fiscal year, it shall set aside 1% to 30% of the profits as employee compensation and no higher than 5% of the profits as Directors compensation. If there are cumulative losses, the Company shall reserve a sufficient amount to offset such losses.
Of the aforementioned employee compensation amount, at least 50% shall be allocated to entry-level employees.
Employee and Directors compensation shall be resolved by a majority vote at a Board of Director meeting attended by two thirds of the total number of Directors and shall be reported to the shareholders' meeting. The Board of Directors may resolve to distribute employee compensation in stocks or cash and the recipients may include employees of subsidiaries of the Company meeting certain requirements set by the Board of Directors.
Article 26-1: The Company's surplus earnings distribution or loss off-setting proposal may be proposed at the close of each half fiscal year.
Where the Company has a profit at the end of each half fiscal year, the Company shall estimate and reserve the taxes to be paid, offset losses according to regulation, estimate and reserve employees and Directors' compensation, and allocate 10% as legal reserve, unless accumulated legal reserve has reached the total paid-in capital. Then, set aside or reverse a special reserve in accordance with relevant regulations or as requested by the competent authorities.
If a surplus remains, the balance combined with undistributed retained earnings from preceding periods shall be distributed according to the distribution plan proposed by the Board of Directors. If distributing in the form of new shares to be issued, the Company shall follow the provisions of Article 240 of the Company Act. If distributing in the form of cash, it shall be approved by the Board of Directors.
Where there is a profit at the end of each fiscal year, besides payment of income tax and
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offset of losses in preceding years, the remaining shall be distributed as follows:
- Allocate 10% as legal reserve, unless accumulated legal reserve has reached the total paid-in capital.
- Where necessary, set aside or reverse a special reserve in accordance with relevant regulations.
If a surplus remains, the balance combined with undistributed retained earnings from preceding periods shall be distributed according to the distribution plan proposed by the Board of Directors.
If distributing in the form of new shares to be issued, the plan shall be submitted to the shareholders’ meeting for approval. If distributing in the form of cash, the Board of Directors shall adopt a resolution by a majority vote at a meeting attended by over two thirds of the Directors and report such distribution to the shareholders' meeting.
Pursuant to Article 241 of Company Act, the Company may distribute its legal reserve and capital reserve, in whole or in part, by issuing new shares or by cash to its shareholders in proportion to the number of shares being held by each of them in the method specified above.
As the Company experiences constant changes in the business environment and is at a stage of stable growth, the Company’s dividend policy depends on factors such as future fund requirements, long-term financial plans, future capital expenditures, and maximization of shareholder interests. The Company may retain a portion of earnings based on operational requirements and the remaining amount shall be distributed in cash and stock dividends. The amount of dividends distributed to shareholders shall be no less than 30% of the distributable earnings for the fiscal year (which refer to the year's earnings after offsetting accumulated losses from previous years and deducting allocations for legal reserves and special reserves, excluding undistributed earnings from previous years and any amounts reversed from special reserves), provided that no less than 30% of the total dividends distributed to shareholders shall be in the form of cash.
Chapter 7 Supplemental Provisions
Article 27: The internal organizational rules and bylaws of the Company shall be established separately by the Board of Directors.
Article 28: Matters not addressed in these Articles of Incorporation shall be governed by the Company Act and other applicable regulations.
Article 29: These Articles of Incorporation were enacted and first amended on April 30, 1987.
The 2nd amendment was made on March 22, 1989.
The 3rd amendment was made on August 30, 1990.
The 4th amendment was made on January 15, 1992.
The 5th amendment was made on July 29, 1992.
The 6th amendment was made on September 29, 1992.
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The 7th amendment was made on October 29, 1992.
The 8th amendment was made on May 10, 1993.
The 9th amendment was made on May 22, 1993.
The 10th amendment was made on July 3, 1993.
The 11th amendment was made on March 2, 1994.
The 12th amendment was made on April 20, 1997.
The 13th amendment was made on June 6, 1997.
The 14th amendment was made on July 15, 1997.
The 15th amendment was made on October 15, 1997.
The 16th amendment was made on February 10, 1998.
The 17th amendment was made on June 10, 1998.
The 18th amendment was made on June 30, 1998.
The 19th amendment was made on May 15, 1999.
The 20th amendment was made on July 15, 2000.
The 21st amendment was made on September 23, 2000.
The 22nd amendment was made on July 16, 2001.
The 23rd amendment was made on November 9, 2001.
The 24th amendment was made on June 28, 2002.
The 25th amendment was made on June 9, 2003.
The 26th amendment was made on June 11, 2004.
The 27th amendment was made on June 14, 2005.
The 28th amendment was made on June 14, 2006.
The 29th amendment was made on June 15, 2007.
The 30th amendment was made on June 13, 2008.
The 31st amendment was made on June 10, 2009.
The 32nd amendment was made on June 14, 2010.
The 33rd amendment was made on June 9, 2011.
The 34th amendment was made on June 18, 2012.
The 35th amendment was made on June 10, 2015.
The 36th amendment was made on June 8, 2016.
The 37th amendment was made on June 12, 2018.
The 38th amendment was made on June 12, 2019.
The 39th amendment was made on August 25, 2021.
The 40th amendment was made on June 8, 2022.
The 41st amendment was made on June 6, 2025.
These Articles of Incorporation shall be effective and implemented following approval from the shareholders' meeting.
Largan Precision Co., Ltd.
Chairman: En-Ping Lin
Appendix II
Largan Precision Co., Ltd.
Rules and Procedures of Shareholders' Meeting
Article 1: Unless otherwise provided for in applicable laws or regulation, shareholders' meetings of this Company (hereinafter referred to as the Company) shall be conducted in accordance with these Rules and Procedures.
Article 2: The Company shall provide attending shareholders with an attendance book to sign in, or attending shareholders may submit attendance cards in lieu of signing in. The number of attending shares shall be calculated according to the attendance book and the attendance cards submitted plus the number of shares exercised by correspondence or electronic means.
Article 3: Attendance and voting rights at shareholders' meetings shall be calculated based on the numbers of shares represented.
Article 4: The venue of shareholders' meetings shall be on the Company's premises or at another place convenient for shareholders to attend and suitable for such a meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m.
Article 5: If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or unable to perform his duties for any other reason, the Vice Chairman shall preside at the meeting on the Chairman's behalf. If the Vice Chairman is also on leave or unable to perform his duties for any other reason, the Chairman of the Board of Directors shall appoint a Managing Director to act on his behalf. If there are no Managing Directors, the Chairman shall appoint a Director to act on his behalf. If the Chairman does not make such a designation, the Managing Directors or Directors shall select one person from among themselves to serve as chair.
If the shareholders' meeting is convened by any other person entitled to convene the meeting other than the Board of Directors, such person shall be the chair of the meeting.
Article 6: The Company may appoint designated counsel, certified public accountants or other relevant persons to attend the shareholders' meeting.
Staff handling administrative affairs of a shareholders' meeting shall wear identification badges or armbands.
Article 7: The Company's shareholders' meetings must be videotaped or audio recorded and kept for at least one year.
Article 8: The chair shall call the meeting to order at the appointed time. However, if the attending shareholders do not represent more than one-half of the total number of issued shares, the chair may postpone the meeting time. No more than two such postponements, for a combined total of no more than one hour shall be made. If after two postponements the attending shareholders still represent less than one-half of the total number of issued shares but represent more than one-third of the total issued shares, provisional resolutions may be adopted in accordance with Article 175, Paragraph 1 of the Company Act.
If during the process of the meeting the number of issued shares represented by the shareholders present becomes sufficient to constitute the quorum, the chair may submit the provisional resolutions to the meeting for approval in accordance with Article 174 of the Company Act.
Article 9: The agenda of the shareholders' meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. The meeting shall proceed in accordance with the agenda unless otherwise resolved at the meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting that is convened by any person other than the Board of Directors entitled to convene a meeting.
Unless otherwise resolved at the meeting, the chair cannot announce adjournment of the meeting before all the items (including extemporary motions) listed in the agenda are resolved.
The shareholders cannot designate any other person as chair and continue the meeting in the same or another place after the meeting is adjourned.
Article 10: When a shareholder presents at the meeting wishes to speak, a speaker's slip shall be filled out with summary of the speech, the shareholder's number (or the number on their attendance card) and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the chair.
If a shareholder present at the meeting submits a speaker's slip but does not speak, the shareholder shall be deemed to have not spoken.
In case the contents of the speech of a shareholder are inconsistent with the contents of the speaker's slip, the spoken content shall prevail.
Unless otherwise permitted by the chair and the speaking shareholder, no shareholder shall interrupt the speech of other shareholders, otherwise the chair shall stop such interruption.
Article 11: Unless otherwise permitted by the chair, each shareholder shall not speak more than twice on the same discussion item and each speech may not exceed five minutes.
If a shareholder violates the rules outlined in the preceding paragraph or exceeds the scope of the discussion item, the chair may stop the shareholder's speech.
Article 12: Any legal entity designated as proxy by a shareholder to be present at the meeting may appoint only one representative to attend the meeting.
If a legal entity is a shareholder and designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.
Article 13: After the speech of a shareholder, the chair may respond in person or designate another person to respond.
Article 14: The chair may announce to end the discussion of any resolution and call for a vote if the chair deems it appropriate.
Article 15: The chair shall appoint persons responsible for monitoring and counting ballots e However, the persons responsible for monitoring ballots must be shareholders. The result of voting shall be announced on-site at the meeting and placed on record.
Article 16: During the meeting, the chair may, at his discretion, set time for intermission.
Article 17: A resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders for each proposal, followed by a poll of the shareholders. On the same day after the meeting, the results of each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act where shares are not assigned voting rights. When one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed $3\%$ of the voting rights represented by the total number of issued shares. Any excess of that percentage shall not be included in the calculation.
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Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the sequence of voting. If any one of them has been adopted, the other proposals will then be deemed vetoed, and no further voting shall be required.
Article 19: The chair may instruct disciplinary officers (or security personnel) to help maintain order at the meeting place. Such disciplinary officers or security personnel shall wear arm bands which identify their roles as "Disciplinary Officer."
Article 20: These Rules and Procedures shall be implemented following approval by a shareholders' meeting. The same applies in the case of amendments.
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Appendix III
Largan Precision Co., Ltd.
Table of Directors' Shareholdings
Book closure date: April 11, 2026
| Title | Name | Elected Date | Shares Held When Elected | Shares Held as of the Closing Date | ||
|---|---|---|---|---|---|---|
| Number of shares held | Shareholding (%) | Number of shares held | Shareholding (%) | |||
| Chairman Director | Mao Yu Commemorate Co., Ltd. Representative: En-Ping Lin Representative: En-Chou Lin | 2025.06.06 | 18,910,616 | 14.17% | 19,010,616 | 14.24% |
| Vice Chairman | You-Chih Huang | 2025.06.06 | 48,228 | 0.04% | 48,228 | 0.04% |
| Director | Chung-Jen Liang | 2025.06.06 | 2,091,721 | 1.57% | 2,091,721 | 1.57% |
| Director | Ming-Yuan Hsieh | 2025.06.06 | 3,606,585 | 2.70% | 3,606,585 | 2.70% |
| Director | Chun-Ming Chen | 2025.06.06 | 119,446 | 0.09% | 119,446 | 0.09% |
| Independent Director | Chin-Fang Lin | 2025.06.06 | No shares held | 0% | No shares held | 0% |
| Independent Director | Kuang-Tao Chang | 2025.06.06 | No shares held | 0% | No shares held | 0% |
| Independent Director | Shu-Min Li | 2025.06.06 | No shares held | 0% | No shares held | 0% |
| Number and Percentage of Shares Held by All Directors | 24,876,596 | 18.64% |
- Number of Issued Ordinary Shares of the Company: 133,468,197 shares
- The Company has three independent directors. In accordance with Article 26 of the Securities and Exchange Act and the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" issued by the Securities and Futures Bureau, the shareholding percentage of all directors other than independent directors shall be reduced to $80\%$ if more than two independent directors are elected.
- The number of shares held by all directors of the Company meet the legal percentage requirements.
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Thank You