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LOOP — AGM Information 2026
May 26, 2026
52258_rns_2026-05-26_98517cb8-04bb-4672-b995-67cc8da5cf69.pdf
AGM Information
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Stock Code: 3025
LOOP Telecom
Loop Telecommunication International, Inc.
2026 Annual Shareholders' Meeting
Handbook
Date: June 26, 2026
Venue: No.2, Zhanye Rd. 1, Hsinchu Science Park
(Meeting Room 201, the Allied Association for Science Park Industries)
1
Table of Contents
One. Meeting Procedure --- 2
Two. Meeting Agenda --- 3
I. Report --- 4
II. Ratification --- 4
III. Extempore Motion --- 5
IV. Adjournment --- 5
Three. Attachment
I. 2025 Business Report --- 6
II. Audit Committee’s Review Report --- 10
III. 2025 Auditor’s Report and Consolidated Financial Statements --- 11
IV. 2025 Auditor’s Report and Parent Company Only Financial Statements --- 22
V. Table of Earning Distribution --- 33
Four. Appendix
I. Articles of Incorporation --- 34
II. Rules of Procedure for Shareholders’ Meetings --- 40
III. Shareholding of Directors --- 43
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Loop Telecommunication International, Inc.
Procedures for the 2026 Regular Shareholders’ Meeting
I. Call the meeting to order
II. Chairperson’s speech
III. Report
IV. Ratification
V. Extempore motions
VI. Adjournment
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Loop Telecommunication International, Inc.
Agenda of the 2026 Regular Shareholders’ Meeting
Time: 9:00 a.m. on June 26, 2026 (Friday)
Venue: No.2, Zhanye Rd. 1, Hsinchu Science Park
(Meeting Room 201, the Allied Association for Science Park Industries)
One. Call the meeting to order
Two. Chairperson’s speech
Three. Report
I. The 2025 business report of the Company.
II. The 2025 Audit Committee’s review report of the Company.
III. Report on the distribution of remuneration of employees and Directors of the Company for 2025.
Four. Ratification
I. The 2025 business report, consolidated financial statements, and parent company only financial statements of the Company.
II. The proposal for the earnings distribution of the Company for 2025.
Five. Extempore motion
Six. Adjournment
One. Reports
I. The 2025 business report of the Company is proposed for examination.
Description: The 2025 business report of the Company. Please refer to page 6. (Attachment 1) of the Handbook
II. The 2025 Audit Committee’s review report of the Company is proposed for examination.
Description: For the Audit Committee’s review report. Please refer to page 10. (Attachment 2) of the Handbook.
III. Report on the distribution of remuneration of employees and Directors of the Company for 2025 is proposed for examination.
Description: According to the requirements under Article 29 of the Articles of Incorporation, the Company shall appropriate no less than 10% and no more than 5% of the net profit of the period before deducting remuneration of employees and remuneration of Directors as the remuneration of employees and remuneration of Directors, respectively. However, if the Company has cumulative losses (including adjusted undistributed earnings), it shall preserve the compensation amount. The Company intends to appropriate 2% as the remuneration of Directors and 10% as the remuneration of employees in the amount of NT$5,111,607 and NT$25,558,035 (including NT$1,277,902 for entry-level employees) respectively, fully distributed in cash.
Two. Ratification
Proposal 1: (proposed by the Board)
Subject: The 2025 business report consolidated financial statements and present company only financial statements of the Company.
Description: (1) The 2025 business report, consolidated the financial statements, and parent company only financial statements of the Company have been perepared, and CPAs Wen Chih-Yuan and Yeh Tung-Hui from Deloitte & Touche Taiwan have audited the abovementioned financial statements and issued an auditor’s report with an unqualified opinion. The Audit Committee have completed the review of the financial statements and the business report and submitted them to the Board, and the Board has approved them after the discussions.
(2) For the 2025 business report, auditor’s report, and the abovementioned financial statements, please refer to page 6 (Attachment 1) and pages 11 to 32 (Attachments 3 and 4) of the Handbook.
(3) Proposed for ratification.
Resolution:
Proposal 2: (proposed by the Board)
Subject: The proposal for earning distribution of the Company for 2025.
Description: (1) For the 2025 Table of Earning Distribution of the Company, please refer to page 33. (Attachment 5) of the Handbook.
(2) The proposal for earnings distribution for 2025 intends to distribute cash dividends of NT$3.2 per share (totaling NT$181,556,608); the distribution of cash dividends is calculated pro rata in the unit of NT$1, with any amount below NT$1 rounded off, and any balance below NT$1 is included in other income of the Company. After the annual shareholders’ meeting approves the resolution, the Board is authorized for relevant ex-dividend data and distribution matters at full discretion.
(3) Subsequently, if the payout rate changes due to the effects on the number of outstanding shares resulting from the repurchase of the Company’s shares, transfer of treasury shares, or a capital increase in cash, the Company intends to propose to the annual shareholders’ meeting to authorize the Chairman for full discretion.
(4) Proposed for ratification.
Resolution:
Three. Extempore motion
Four. Adjournment
Attachment 1
Loop Telecommunication International, Inc.
2025 Business Report
In 2025, under the trend of convergence and mutual integration in the global communication market, the industry continues to develop towards high-speed, intelligent, and secure advancements. As countries actively promote the upgrading of network infrastructure and respond to the increasing demands for AI, cloud applications, and information security, the critical communication and network equipment market continues to develop. For Loop, 2025 is an important year to respond to the global communication infrastructure upgrades and the continuous increase in demand for critical applications. As the demand for high-reliability, high-bandwidth, and information security protection networks for critical infrastructure such as power, public sectors, and transportation continues to increase, the Company continues to leverage its existing technological foundation and market experience to deepen the layout of its core products and steadily advance the expansion of overseas markets in response to new opportunities brought by industry developments.
The consolidated revenue of the Company throughout the year was NT$677,719 thousand, with a net income of NT$195,605 thousand, and earnings per share were NT$3.45. After the successful transformation of Loop Telecommunication's industry model, the gross margin has been consistently maintained above 60%, and related orders are also progressing steadily according to the established plan, supporting overall stable operations. Overall, the Company has maintained good performance in terms of financial structure, solvency, and turnover rates, demonstrating operational resilience and a strong profit foundation.
Regarding our business, there were 41 countries having business dealings with the Company worldwide last year. Export sales accounted for about 75% of the annual revenue. Among them, the American, EU, and Taiwan markets all showed stable performance. In terms of industry, electricity and government agencies accounted for about 70% of the total revenue, while the communication and transportation markets have shown an 81% growth due to the development and application results of new products. In 2025, approximately 80% of the revenue came from 15% of the countries we engaged with; among all 27 product lines, about 80% of the revenue was from 15% of the sales product lines, indicating that the Company's market focus strategy has gradually shown results. In the future, the Company will continue to deepen its presence in the European, American, and Taiwan markets, actively expand into emerging markets, and collaborate with international SI factories to develop next-generation communication technology, serving as a key driver for continuous growth.
1. Operating Results and Transformation Opportunities
Loop has been focusing on Mission Critical Communication (MCC) solutions for many years, with product applications covering the user access layer, transmission backbone layer, and network core layer. These solutions are widely used in critical infrastructure sectors such as power, public sectors, transportation, oil and gas, and telecommunications. As global communication networks continue to develop towards high-speed, intelligent, and secure advancements, the MCC network architecture also evolves according to customer
needs, gradually shifting from traditional TDM architecture to a hybrid architecture integrating SDH/SONET, MPLS-TP, OTN, and IP transmission. This addresses diverse requirements such as data transfer, video applications, cloud connectivity, and cybersecurity protection.
Amid this industry trend, Loop continues to invest in the research and development of new generation transmission and access integration equipment, providing solutions compatible with existing systems and offering flexible upgrade capabilities to assist customers in gradually completing upgrades and transformation on their existing network infrastructure. Through the continuous development of access aggregation multiplexers, hybrid backbone equipment, optical transmission integration equipment, and intelligent network management platforms, Loop is able to meet the overall construction needs of customers from the access layer to the backbone layer, while reducing the operational risks and costs during the network transition process.
2. Flagship Product G7800 and Market Outcomes
The company continues to use the G7800 series as the core product for the next-generation MCC backbone and access integration platform. G7800 adopts an advanced technology architecture, supporting multi-rate transmission, diverse interfaces, and flexible module Configuration (CFGN). It can provide appropriate transmission and access solutions for different application scenarios, and support customers' needs for phased construction or one-time comprehensive upgrades.
The G7800 series also features a highly programmable design, allowing customers to continue expanding functions and making customized adjustments years after the equipment has been deployed, in order to meet the MCC market's characteristics of long life cycles, high customization needs, and continuous evolution. With years of accumulated technical experience and market achievements, Loop has developed the capability to respond to the diverse needs of MCC customers in product development and system integration.
To date, the G7800 has been adopted by power companies in 11 countries, railway/subway companies in 2 countries, and has been applied to an oil and gas company in 1 country and a telecommunications company in 1 country. This indicates that the Company's products have gradually gained recognition from different critical infrastructure industry clients and continues to expand their application range in overseas markets.
3. Enhance Network Management, Cybersecurity, and AI Integration Applications
Besides transmission and access products, Loop has also been continuously enhancing the integration applications of network management, intelligent operation and maintenance, and cybersecurity protection in recent years. It has launched iNMS and iNET network management systems, an AI intelligent network management operation framework, automated diagnostic modules, and big data analysis systems to help customers improve network visibility, operational efficiency, and system resilience. As the infrastructure of various countries continues to digitize, the demand for layered management and security isolation of IT and OT networks is increasing, and the need for cybersecurity protection mechanisms is also continuously rising. In response to this market development trend, Loop
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Telecommunication has invested in the development of products such as the ISS2150 OT Firewall and is planning to promote new generation distribution layer solutions to further expand the Company's presence in the MCC network security and integrated application fields.
The Company's related products and development processes have obtained international information security standards and certifications such as ISO27001, IEC62443-4-1, and FIPS 140-3, which help enhance the competitiveness of the products in the critical infrastructure market and provide customers with a more comprehensive security protection foundation.
4. Future Strategy and Product Layout
Facing the MCC market's continual development towards high-speed transmission, hybrid architecture integration, and enhanced security protection, Loop will continue to deepen the following key areas:
- Continue advancing the G7800 platform upgrade and application expansion.
The Company will continue to enhance the transmission, switching, encryption, and protocol conversion capabilities of the G7800 series platform, developing integrated applications supporting MPLS-TP, OTN, EoS/CEP, circuit emulation, and multi-rate interfaces to improve the platform's applicability in MCC backbone, access, and cross-layer integration construction.
- Develop solutions for TDM/IP mixed transmission.
In response to the coexistence needs of customers' existing SDH/SONET networks and next-generation MPLS-TP/IP networks, the Company will continue to introduce products and modules that support the coexistence of traditional circuits and packet transmission. This includes access aggregation multiplexers, hybrid backbone equipment, and related circuit protection and emulation functions, to assist customers in smoothly completing network transitions.
- Expand IT/OT Isolation and Cybersecurity Protection Applications
As the cybersecurity requirements of critical infrastructure increase, Loop will continue to advance the development of OT Firewall, government configuration management, and integrated information security platform products. By integrating network management systems such as iNMS and iNET, Loop provides a comprehensive solution from network management and anomaly diagnosis to security protection to meet the needs for segmented management and security isolation of IT and OT environments.
- Expand new backbone architectures and integrated solutions.
The Company will continue to invest in the development of new backbone network architectures, including the integrated applications of multi-layer transmission technologies such as SDH/SONET, MPLS-TP, OTN, and WDM, to support customers in constructing highly reliable, scalable, and secure backbone and access networks. Through the integration of transmission, access, optical, and network management functions in comprehensive equipment, further enhance the Company's solution completeness in the MCC market.
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- Focus on the transformation of critical infrastructure.
The Company is deploying solutions that integrate L2/L3 switches and MPLS-TP with IEC 61850 as the core application. Promote high-density 19-inch 10GbE switches for backbone networks to ensure seamless migration of traditional services to packet transmission networks; deploy industrial-grade DIN rail models with PRP/HSR zero packet loss redundancy technology in edge fields. The series of products will incorporate a post-quantum encryption security architecture, creating a network ecosystem with both high reliability and future scalability, meeting the zero-error requirements of large-scale loop migration.
5. Conclusion
Looking to the future, the Company will continue to deepen its "mission-critical, secure, and intelligent" product strategy and use the G7800 as the core platform to develop highly reliable, flexible, and integrative network solutions that strengthen the Company's competitive advantage in the MCC market.
Leveraging the Company's accumulated technical achievements and successful cases in the new generation backbone transmission field, we will continue to expand international market application opportunities in the future. Additionally, we will integrate product software and hardware functionalities to develop vertically integrated solutions, enhancing the added value of the overall solutions. This will gradually expand maintenance services and related application revenue sources to strengthen long-term operational momentum.
In terms of new business layout, the Company will continue to optimize the MCC networking product portfolio, strengthen the introduction and application of automated test systems, and continuously expand the niche markets and application scope of various products, serving as an important foundation for future operational growth.
The Company will continue to enhance its management on the existing foundation, adhering to the business philosophy of developing new products and expanding new markets, steadily promoting business development, and continuously creating value to reward the support of shareholders and customers.
Chairman: Yeh Maw-Lin
President: Yeh Maw-Lin
Chief Accountant: Chang Xiao-Ling
Attachment 2
Loop Telecommunication International, Inc.
Audit Committee’s Review Report
The Board has prepared the 2025 business report, financial statements (including consolidated financial statements), and the Table of Earning Distribution, in which Deloitte & Touche Taiwan, engaged by the Board, has audited the financial statements and issued an auditor’s report.
We have reviewed the abovementioned books and statements and consider that they comply with the requirements of the Company Act and relevant laws and regulations; therefore, we issue the review report as above according to the requirements under Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Submitted for examination
The 2026 annual shareholders’ meeting of Loop Telecommunication International, Inc.
Convener of the Audit Committee: Ko Shu-Mei
March 11, 2026
Attachment 3
Independent Auditors' Report Translated from Chinese
Shareholders and the Board of Directors of Loop Telecommunication International, Inc.,
Opinion
We have audited the accompanying consolidated balance sheet of Loop Telecommunication International, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and 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 significant accounting policies).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountants of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of the most
significance in our audit of the consolidated financial statements of the Company for the year ended December 31, 2025. 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.
Key audit matters for the Company's consolidated financial statements for the year ended December 31, 2025 is stated as follows:
Authenticity of revenue recognition
-
The consolidated operating revenue of Loop Telecommunication International, Inc. (the "Group") for the year 2025 was NT$677,719 thousand. For accounting policies and information related to revenue recognition, please refer to Notes 4 and 21 to the consolidated financial statements. The Group's major revenue sources include the production and sales of user remote line disconnectors, high-speed network access equipment, smart network resource management selectors, and other relevant products. As revenue has material effects on the 2025 consolidated financial statements, and there may be risks regarding the authenticity of transactions with specific customers whose revenue has grown significantly, we have identified revenue recognition as a key audit matter.
-
In response to the abovementioned risks, we have performed the following audit procedures:
(1) Understand and test the relevant internal control systems and procedures related to the cycle of sales transactions to identify and evaluate the effectiveness of the internal control procedures involved in conducting sales transactions.
(2) Sample and test the relevant documents and collection status of sales revenue from specific customers to verify that the transactions have indeed occurred, and check whether there are any irregularities between the sales counterparties and the remitting parties.
Other matters
We have also audited the parent company only financial statements of Loop Telecommunication International, Inc. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of the 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 the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect
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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 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's or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including members of the Audit Committee, are responsible for overseeing the Company'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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company 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 and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 determined those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audit resulting in this auditors’ report are Wen, Chih-Yuan and Yeh, Tung-Hui.
Deloitte & Touche
Taiwan, Taiwan
Republic of China
March 30, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ review report and consolidated financial statements shall prevail.
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Loop Telecommunication International, Inc. and its subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current assets | ||||
| Cash and cash equivalents (Notes 4, 6, and 28) | $ 301,161 | 23 | $ 239,619 | 22 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 21,938 | 2 | 17,178 | 2 |
| Financial assets at amortized cost - current (Notes 4 and 8) | 33,599 | 3 | 1,560 | - |
| Contract assets - current (Notes 4 and 21) | 8,366 | 1 | 9,593 | 1 |
| Net accounts receivable (Notes 4, 9, and 21) | 288,441 | 22 | 146,602 | 14 |
| Other receivables (Notes 4 and 9) | 901 | - | 770 | - |
| Inventories (Notes 4, 5, and 10) | 364,197 | 28 | 359,902 | 33 |
| Other current assets (Note 16) | 8,194 | 1 | 14,880 | 1 |
| Total current assets | 1,026,797 | 80 | 790,104 | 73 |
| Non-current assets | ||||
| Financial assets at amortized cost - non-current (Notes 4, 8, and 28) | 10,500 | 1 | 10,500 | 1 |
| Property, plant and equipment (Notes 4, 12, and 28) | 141,862 | 11 | 153,135 | 14 |
| Right-of-use assets (Notes 4, and 13) | 33,838 | 3 | 36,158 | 3 |
| Investment property (Notes 4, 14, and 28) | 27,351 | 2 | 28,538 | 3 |
| Intangible assets (Notes 4 and 15) | 1,046 | - | 1,855 | - |
| Deferred income tax assets (Notes 4 and 23) | 7,350 | 1 | 6,870 | 1 |
| Refundable deposits (Note 28) | 18,715 | 1 | 43,765 | 4 |
| Net defined benefit assets (Notes 4 and 19) | 18,407 | 1 | 10,476 | 1 |
| Total non-current assets | 259,069 | 20 | 291,297 | 27 |
| Total assets | $ 1,285,866 | 100 | $ 1,081,401 | 100 |
| Financial liabilities and equity | ||||
| Current liabilities | ||||
| Short-term borrowings (Notes 4, 17, and 28) | $ 135,000 | 11 | $ - | - |
| Contract liabilities - current (Notes 4 and 21) | 11,822 | 1 | 4,596 | - |
| Accounts payable | 89,757 | 7 | 34,731 | 3 |
| Other payables (Note 18) | 80,622 | 6 | 85,542 | 8 |
| Income tax payable (Notes 4 and 23) | 32,247 | 3 | 19,779 | 2 |
| Lease liabilities - current (Notes 4 and 13) | 2,065 | - | 2,002 | - |
| Other current liabilities (Note 18) | 5,541 | - | 8,176 | 1 |
| Total current liabilities | 357,054 | 28 | 154,826 | 14 |
| Non-current liabilities | ||||
| Deferred income tax liabilities (Notes 4 and 23) | 1,160 | - | 2,726 | - |
| Lease liabilities - non-current (Notes 4 and 13) | 38,199 | 3 | 40,264 | 4 |
| Guarantee deposits | 1,185 | - | 1,597 | - |
| Non-current liabilities (Note 18) | 1,924 | - | 6,772 | 1 |
| Total non-current liabilities | 42,468 | 3 | 51,359 | 5 |
| Total liabilities | 399,522 | 31 | 206,185 | 19 |
| Equity (Note 4 and 20) | ||||
| Common stock | 567,365 | 44 | 567,365 | 52 |
| Capital surplus | 43,953 | 3 | 43,953 | 4 |
| Retained earnings | ||||
| Legal reserve | 68,294 | 6 | 46,947 | 5 |
| Special reserve | 2,648 | - | 2,751 | - |
| Unappropriated earnings | 206,937 | 16 | 216,848 | 20 |
| Total retained earnings | 277,879 | 22 | 266,546 | 25 |
| Other equity | (2,853) | - | (2,648) | - |
| Total equity | 886,344 | 69 | 875,216 | 81 |
| Total Liabilities and Equity | $ 1,285,866 | 100 | $ 1,081,401 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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Loop Telecommunication International, Inc. and its subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Net revenue (Notes 4 and 21) | $ 677,719 | 100 | $ 649,951 | 100 |
| Cost of revenue (Notes 10, and 22) | 216,093 | 32 | 204,836 | 32 |
| Gross profit | 461,626 | 68 | 445,115 | 68 |
| Operating expenses (Note 22) | ||||
| Sales and marketing expenses | 44,612 | 6 | 45,304 | 7 |
| General and administrative expenses | 53,373 | 8 | 49,407 | 8 |
| Research and development expenses | 167,185 | 25 | 158,505 | 24 |
| Subtotal | 265,170 | 39 | 253,216 | 39 |
| Income from operations | 196,456 | 29 | 191,899 | 29 |
| Non-revenue and expenses (Note 22) | ||||
| Interest income | 7,116 | 1 | 11,902 | 2 |
| Other income | 13,436 | 2 | 15,120 | 2 |
| Other gains and losses | 10,249 | 1 | 24,779 | 4 |
| Finance costs | ( 2,363 ) | - | ( 1,915 ) | - |
| Total non- operating income and expenses | 28,438 | 4 | 49,886 | 8 |
| Income before income tax | 224,894 | 33 | 241,785 | 37 |
| Income tax expenses (Notes 4 and 23) | 29,289 | 4 | 32,728 | 5 |
| Net income | 195,605 | 29 | 209,057 | 32 |
(Cont'd)
(Cont'd)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Other comprehensive income (Notes 4, 19, and 20) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurements of defined benefit obligation | $ 2,958 | - | $ 4,419 | 1 |
| Items that may be reclassified subsequently to profit or loss | ||||
| Exchange differences arising on translation of foreign operations | ( 205 ) | - | 103 | - |
| Other comprehensive income, net of income tax | 2,753 | - | 4,522 | 1 |
| Total comprehensive income | $ 198,358 | 29 | $ 213,579 | 33 |
| Earnings per share (Note 24) | ||||
| Basic | $ 3.45 | $ 3.68 | ||
| Diluted | $ 3.42 | $ 3.66 |
The accompanying notes are an integral part of the consolidated financial statements.
Loop Telecommunication International, Inc. and its subsidiaries
Consolidated Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars; unless specified otherwise)
| Capital stock | Retained earnings | Other Equity Exchange differences arising on translation of foreign operations | ||||||
|---|---|---|---|---|---|---|---|---|
| Shares (1,000 shares) | Amount | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | ( | Total equity | |
| Balance on January 1, 2024 | 56,737 | $ 567,365 | $ 43,953 | $ 26,563 | $ 2,786 | $ 205,278 | ($ 2,751) | $ 843,194 |
| Earnings distribution and appropriation in 2023 | ||||||||
| Legal reserve | - | - | - | 20,384 | - | ( 20,384) | - | - |
| Special reserve | - | - | - | - | ( 35) | 35 | - | - |
| Cash dividends of shareholders | - | - | - | - | - | ( 181,557) | - | ( 181,557) |
| Net income in 2024 | - | - | - | - | - | 209,057 | - | 209,057 |
| Other comprehensive income, net of income tax in 2024 | - | - | - | - | - | 4,419 | 103 | 4,522 |
| Total comprehensive income in 2024 | - | - | - | - | - | 213,476 | 103 | 213,579 |
| Balance of December 31, 2024 | 56,737 | 567,365 | 43,953 | 46,947 | 2,751 | 216,848 | ( 2,648) | 875,216 |
| Earnings distribution and appropriation in 2024 | ||||||||
| Legal reserve | - | - | - | 21,347 | - | ( 21,347) | - | - |
| Special reserve | - | - | - | - | ( 103) | 103 | - | - |
| Cash dividends of shareholders | - | - | - | - | - | ( 187,230) | - | ( 187,230) |
| Net income in 2025 | - | - | - | - | - | 195,605 | - | 195,605 |
| Other comprehensive income, net of income tax in 2025 | - | - | - | - | - | 2,958 | ( 205) | 2,753 |
| Total comprehensive income in 2025 | - | - | - | - | - | 198,563 | ( 205) | 198,358 |
| Balance of December 31, 2025 | 56,737 | $ 567,365 | $ 43,953 | $ 68,294 | $ 2,648 | $ 206,937 | ($ 2,853) | $ 886,344 |
The accompanying notes are an integral part of the consolidated financial statements.
Loop Telecommunication International, Inc. and its subsidiaries
Consolidated Statement of Cash Flows
For the years ended December 31, 2025 and 2024
| (In Thousands of New Taiwan Dollars) | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities | ||
| Income before income tax | $ 224,894 | $ 241,785 |
| Item of profit or loss: | ||
| Depreciation expense | 19,434 | 18,602 |
| Amortization expense | 2,078 | 3,025 |
| Losses (gains) on financial assets at fair value through profit or loss | ( 7,637 ) | ( 1,884 ) |
| Finance costs | 2,363 | 1,915 |
| Interest income | ( 7,116 ) | ( 11,902 ) |
| Dividend income | ( 212 ) | ( 47 ) |
| Losses of inventory write-down or obsolescence | 2,401 | 2,152 |
| Net losses (gains) on foreign exchange | 7,715 | ( 9,120 ) |
| Changes in operating assets and liabilities | ||
| Contract assets | 1,227 | ( 9,360 ) |
| Accounts receivables | ( 141,140 ) | 87,005 |
| Other receivables | 335 | ( 230 ) |
| Inventories | ( 6,696 ) | 12,920 |
| Other current assets | 6,686 | ( 6,927 ) |
| Contract liabilities | 7,226 | 35 |
| Accounts payable | 54,711 | ( 1,659 ) |
| Other payables | ( 88 ) | ( 2,580 ) |
| Other current liabilities | ( 2,635 ) | ( 1,567 ) |
| Net defined benefit liability | ( 4,973 ) | ( 4,630 ) |
| Other non-current liabilities | ( 4,848 ) | ( 7,470 ) |
| Cash from operations | 153,725 | 310,063 |
| Interest paid | ( 2,336 ) | ( 2,164 ) |
| Income tax paid | ( 18,867 ) | ( 60,021 ) |
| Net cash generated by operating activities | 132,522 | 247,878 |
(Cont'd)
20
(Cont'd)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities | ||
| Acquisition of financial assets at amortized cost | ( 134,135 ) | ( 751,059 ) |
| Disposal of financial assets at amortized cost | 101,560 | 854,224 |
| Acquisition of financial assets at fair value through profit or loss | ($ 7,726 ) | ( 4,753 ) |
| Disposal of financial assets at fair value through profit or loss | 10,603 | - |
| Acquisition of property, plant and equipment | ( 9,598 ) | ( 8,978 ) |
| Refundable deposits (paid) refunded | 25,050 | ( 10,854 ) |
| Acquisition of intangible assets | ( 1,269 ) | ( 320 ) |
| Interest received | 6,650 | 12,781 |
| Dividends received | 212 | 47 |
| Net cash used in investing activities | ( 8,653 ) | 91,088 |
| Cash flows from financing activities | ||
| Increasing in short-term debt | 135,000 | - |
| Decreasing in short-term debt | - | ( 192,000 ) |
| Guarantee deposits received (refunded) | ( 412 ) | 104 |
| Repayment for the principal of lease liabilities | ( 2,002 ) | ( 2,256 ) |
| Cash dividends paid | ( 187,230 ) | ( 181,557 ) |
| Net cash used in financing activities | ( 54,644 ) | ( 375,709 ) |
| Effect of exchange rate changes on cash and cash equivalents | ( 7,683 ) | 7,288 |
| Net increase (decrease) in cash and cash equivalents during the year | 61,542 | ( 29,455 ) |
| Cash and cash equivalents, beginning of year | 239,619 | 269,074 |
| Cash and cash equivalents, end of year | $ 301,161 | $ 239,619 |
The accompanying notes are an integral part of the consolidated financial statements.
Attachment 4
Independent Auditors' Report Translated from Chinese
Opinion
We have audited the accompanying parent company only balance sheet of Loop Telecommunication International, Inc. (the "Company") as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements (including a summary of significant accounting policies).
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the parent company only Financial Statements section of our report. We comply with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China and independent of the Company. We have also fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2025 is stated as follows:
Authenticity of revenue recognition
-
The consolidated operating revenue of Loop Telecommunication International, Inc. (the "Company") for the year 2025 was NT$676,196 thousand. For accounting policies and information related to revenue recognition, please refer to Notes 4 and 21 to the consolidated financial statements. The Company’s major revenue sources include the production and sales of user remote line disconnectors, high-speed network access equipment, smart network resource management selectors, and other relevant products. As revenue has material effects on the 2025 consolidated financial statements, and there may be risks regarding the authenticity of transactions with specific customers whose revenue has grown significantly, we have identified revenue recognition as a key audit matter.
-
In response to the abovementioned risks, we have performed the following audit procedures:
(1) Understand and test the relevant internal control systems and procedures related to the cycle of sales transactions to identify and evaluate the effectiveness of the internal control procedures involved in conducting sales transactions.
(2) Sample and test the relevant documents and collection status of sales revenue from specific customers to verify that the transactions have indeed occurred, and check whether there are any irregularities between the sales counterparties and the remitting parties.
Responsibilities of the Management and Those Charged with Governance for the Individual 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 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.
23
Those charged with governance, including members of the Audit Committee, are responsible for overseeing the Company’s financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in 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 the parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our
24
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 parent company only financial statements (including the disclosures) and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinions on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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 for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
25
The engagement partners on the audit resulting in this auditors’ report are Wen, Chih-Yuan and Yeh, Tung-Hui.
Deloitte & Touche
Taiwan, Taiwan
Republic of China
March 30, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ review report and consolidated financial statements shall prevail.
26
Loop Telecommunication International, Inc.
Parent Company Only Balance Sheet
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current assets | ||||
| Cash and cash equivalents (Notes 4, 6 and 28) | $ 294,739 | 23 | $ 236,413 | 22 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 21,938 | 2 | 17,178 | 2 |
| Financial assets at amortized cost - current (Notes 4 and 8) | 33,599 | 3 | 1,560 | - |
| Contract assets - current (Notes 4 and 21) | 8,366 | 1 | 9,593 | 1 |
| Net accounts receivable (Notes 4, 9, and 21) | 288,441 | 22 | 146,602 | 14 |
| Accounts receivable - related party (Notes 4, 21, and 27) | 74 | - | 1,963 | - |
| Other receivables (Notes 4, 9 and 27) | 2,525 | - | 1,019 | - |
| Inventories (Notes 4, 5, and 10) | 362,244 | 28 | 356,762 | 33 |
| Other current assets (Notes 16 and 27) | 9,137 | 1 | 15,670 | 1 |
| Total current assets | 1,021,063 | 80 | 786,760 | 73 |
| Non-current assets | ||||
| Financial assets at amortized cost - non-current (Notes 4, 8, and 28) | 10,500 | 1 | 10,500 | 1 |
| Investments accounted for using equity method (Notes 4 and 11) | 1,156 | - | 3,465 | - |
| Property, plant and equipment (Notes 4, 12, and 28) | 139,016 | 11 | 149,859 | 14 |
| Right-of-use assets (Notes 4 and 13) | 31,891 | 3 | 34,136 | 3 |
| Investment property (Notes 4, 14, and 28) | 27,351 | 2 | 28,538 | 3 |
| Intangible assets (Notes 4 and 15) | 1,046 | - | 1,855 | - |
| Deferred income tax assets (Notes 4 and 23) | 7,350 | 1 | 6,870 | 1 |
| Refundable deposits (Note 28) | 18,715 | 1 | 43,765 | 4 |
| Net defined benefit assets (Notes 4 and 19) | 18,407 | 1 | 10,476 | 1 |
| Total non-current assets | 255,432 | 20 | 289,464 | 27 |
| Total assets | $ 1,276,495 | 100 | $ 1,076,224 | 100 |
| Financial liabilities and equity | ||||
| Current liabilities | ||||
| Short-term borrowings (Notes 17) | $ 135,000 | 11 | $ - | - |
| Contract liabilities - current (Notes 4 and 21) | 11,822 | 1 | 4,596 | - |
| Accounts payable | 89,646 | 7 | 34,614 | 3 |
| Accounts payable - related party (Note 27) | 1,057 | - | 5,652 | 1 |
| Other payables (Note 18) | 70,391 | 5 | 74,921 | 7 |
| Income tax payable (Notes 4 and 23) | 32,247 | 3 | 19,779 | 2 |
| Lease liabilities - current (Notes 4 and 13) | 2,065 | - | 2,002 | - |
| Other current liabilities (Note 18) | 5,455 | - | 8,085 | 1 |
| Total current liabilities | 347,683 | 27 | 149,649 | 14 |
| Non-current liabilities | ||||
| Deferred income tax liabilities (Notes 4 and 23) | 1,160 | - | 2,726 | - |
| Lease liabilities - non-current (Notes 4 and 13) | 38,199 | 3 | 40,264 | 4 |
| Guarantee deposits | 1,185 | - | 1,597 | - |
| Other non-current liabilities (Note 18) | 1,924 | 1 | 6,772 | 1 |
| Total non-current liabilities | 42,468 | 4 | 51,359 | 5 |
| Total liabilities | 390,151 | 31 | 201,008 | 19 |
| Equity (Note 20) | ||||
| Common stock | 567,365 | 44 | 567,365 | 52 |
| Capital surplus | 43,953 | 3 | 43,953 | 4 |
| Retained earnings | ||||
| Legal reserve | 68,294 | 6 | 46,947 | 5 |
| Special reserve | 2,648 | - | 2,751 | - |
| Unappropriated earnings | 206,937 | 16 | 216,848 | 20 |
| Total retained earnings | 277,879 | 22 | 266,546 | 25 |
| Other equity | ( 2,853 ) | - | ( 2,648 ) | - |
| Total equity | 886,344 | 69 | 875,216 | 81 |
| Total Liabilities and Equity | $ 1,276,495 | 100 | $ 1,076,224 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
28
Loop Telecommunication International, Inc.
Parent Company Only Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Net revenue (Notes 4, 21, and 27) | $ 676,196 | 100 | $ 650,733 | 100 |
| Cost of revenue (Notes 4, 22, and 27) | 218,196 | 32 | 210,868 | 33 |
| Gross profit | 458,000 | 68 | 439,865 | 67 |
| Realized gross profit | 458,000 | 68 | 439,865 | 67 |
| Operating expenses (Note 22) | ||||
| Sales and marketing expenses | 44,203 | 7 | 44,771 | 7 |
| General and administrative expenses | 48,054 | 7 | 46,252 | 7 |
| Research and development expenses | 167,185 | 25 | 158,505 | 24 |
| Subtotal | 259,442 | 39 | 249,528 | 38 |
| Income from operations | 198,558 | 29 | 190,337 | 29 |
| Non-revenue and expenses (Note 22) | ||||
| Interest income | 7,113 | 1 | 11,897 | 2 |
| Other income | 13,436 | 2 | 15,086 | 2 |
| Other gains and losses | 10,249 | 1 | 23,547 | 4 |
| Finance costs | ( 2,342 ) | - | ( 1,896 ) | - |
| Share of losses of subsidiaries accounted for using equity method (Note 4) | ( 2,104 ) | - | 2,797 | - |
| Total non- operating income and expenses | 26,352 | 4 | 51,431 | 8 |
(Cont'd)
(Cont'd)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Income before income tax | $ 224,910 | 33 | $ 241,768 | 37 |
| Income tax expenses (Notes 4 and 23) | 29,305 | 4 | 32,711 | 5 |
| Net income | 195,605 | 29 | 209,057 | 32 |
| Other comprehensive income (Notes 4, 19, and 20) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurements of defined benefit obligation | 2,958 | - | 4,419 | 1 |
| Items that may be reclassified subsequently to profit or loss | ||||
| Exchange differences arising on translation of foreign operations | ( 205 ) | - | 103 | - |
| Other comprehensive income, net of income tax | 2,753 | - | 4,522 | 1 |
| Total comprehensive income | $ 198,358 | 29 | $ 213,579 | 33 |
| Earnings per share (Note 24) | ||||
| Basic | $ 3.45 | $ 3.68 | ||
| Diluted | $ 3.42 | $ 3.66 |
The accompanying notes are an integral part of the parent company only financial statements.
Loop Telecommunication International, Inc.
Parent Company Only Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars; unless specified otherwise)
| Capital stock | Capital surplus | Retained earnings | Other Equity Exchange differences arising on translation of foreign operations | |||||
|---|---|---|---|---|---|---|---|---|
| Shares (1,000 shares) | Amount | Legal reserve | Special reserve | Unappropriated earnings | ( | Total equity | ||
| Balance on January 1, 2024 | 56,737 | $ 567,365 | $ 43,953 | $ 26,563 | $ 2,786 | $ 205,278 | ($ 2,751) | $ 843,194 |
| Earnings distribution and appropriation in 2023 | ||||||||
| Legal reserve | - | - | - | 20,384 | - | ( 20,384) | - | - |
| Special reserve | - | - | - | - | ( 35) | 35 | - | - |
| Cash dividends of shareholders | - | - | - | - | - | ( 181,557) | - | ( 181,557) |
| Net income in 2024 | - | - | - | - | - | 209,057 | - | 209,057 |
| Other comprehensive income, net of income tax in 2024 | - | - | - | - | - | 4,419 | 103 | 4,522 |
| Total comprehensive income in 2024 | - | - | - | - | - | 213,476 | 103 | 213,579 |
| Balance of December 31, 2024 | 56,737 | 567,365 | 43,953 | 46,947 | 2,751 | 216,848 | ( 2,648) | 875,216 |
| Earnings distribution and appropriation in 2024 | ||||||||
| Legal reserve | - | - | - | 21,347 | - | ( 21,347) | - | - |
| Special reserve | - | - | - | - | ( 103) | 103 | - | - |
| Cash dividends of shareholders | - | - | - | - | - | ( 187,230) | - | ( 187,230) |
| Net income in 2025 | - | - | - | - | - | 195,605 | - | 195,605 |
| Other comprehensive income, net of income tax in 2025 | - | - | - | - | - | 2,958 | ( 205) | 2,753 |
| Total comprehensive income in 2025 | - | - | - | - | - | 198,563 | ( 205) | 198,358 |
| Balance of December 31, 2025 | 56,737 | $ 567,365 | $ 43,953 | $ 68,294 | $ 2,648 | $ 206,937 | ($ 2,853) | $ 886,344 |
The accompanying notes are an integral part of the parent company only financial statements.
31
Loop Telecommunication International, Inc.
Parent Company Only Statement of Cash Flows
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities | ||
| Income before income tax | $ 224,910 | $ 241,768 |
| Item of profit or loss: | ||
| Depreciation expense | 19,004 | 18,151 |
| Amortization expense | 2,078 | 3,025 |
| Net losses (gains) on financial assets at fair value through profit or loss | ( 7,637 ) | ( 1,884 ) |
| Finance costs | 2,342 | 1,896 |
| Interest income | ( 7,113 ) | ( 11,897 ) |
| Dividend income | ( 212 ) | ( 47 ) |
| Losses of inventory write-down or obsolescence | 2,401 | 2,152 |
| Share of losses of subsidiaries accounted for using the equity method | 2,104 | ( 2,797 ) |
| Net losses (gains) on foreign exchange | 7,831 | ( 8,869 ) |
| Changes in operating assets and liabilities | ||
| Contract assets | 1,227 | ( 9,360 ) |
| Accounts receivable (including those from related parties) | ( 139,251 ) | 85,042 |
| Other receivables | ( 1,043 ) | ( 63 ) |
| Inventories | ( 7,883 ) | 13,953 |
| Other current assets | 6,533 | ( 2,940 ) |
| Contract liabilities | 7,226 | 35 |
| Accounts payable (including those to related parties) | 50,121 | 413 |
| Other payables | 302 | ( 3,891 ) |
| Other current liabilities | ( 2,630 ) | ( 1,589 ) |
| Net defined benefit liability | ( 4,973 ) | ( 4,630 ) |
| Other non-current liabilities | ( 4,848 ) | ( 7,470 ) |
| Cash from operations | 150,489 | 310,998 |
| Interest paid | ( 2,315 ) | ( 1,647 ) |
| Income tax paid | ( 18,883 ) | ( 60,006 ) |
| Net cash generated by operating activities | 129,291 | 249,345 |
(Cont'd)
(Cont'd)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities | ||
| Acquisition of financial assets at amortized cost | ($ 134,135) | ($ 751,059) |
| Disposal of financial assets at amortized cost | 101,560 | 854,224 |
| Acquisition of financial assets at fair value through profit or loss | ( 7,726) | ( 4,753) |
| Disposal of financial assets at fair value through profit or loss | 10,603 | - |
| Acquisition of property, plant and equipment | ( 9,583) | ( 8,978) |
| Refundable deposits (paid) refunded | 25,050 | ( 10,854) |
| Acquisition of intangible assets | ( 1,269) | ( 320) |
| Interest received | 6,650 | 12,776 |
| Dividends received | 212 | 47 |
| Net cash used in investing activities | ( 8,638) | 91,083 |
| Cash flows from financing activities | ||
| Increasing in short-term debt | 135,000 | - |
| Decreasing in short-term debt | - | ( 192,000) |
| Guarantee deposits received (refunded) | ( 412) | 104 |
| Repayment for the principal of lease liabilities | ( 2,002) | ( 2,256) |
| Cash dividends paid | ( 187,230) | ( 181,557) |
| Net cash used in financing activities | ( 54,644) | ( 375,709) |
| Effect of exchange rate changes on cash and cash equivalents | ( 7,683) | 7,288 |
| Net increase (decrease) in cash and cash equivalents during the year | 58,326 | ( 27,993) |
| Cash and cash equivalents, beginning of year | 236,413 | 264,406 |
| Cash and cash equivalents, end of year | $ 294,739 | $ 236,413 |
The accompanying notes are an integral part of the parent company only financial statements.
Attachment 5
Loop Telecommunication International, Inc.
Table of Earning Distribution
2025
(In New Taiwan Dollars)
| Item | Amount | |
|---|---|---|
| Undistributed earnings at the beginning of the period | 8,373,612 | |
| Net income in 2025 | 195,605,290 | |
| Add: Remeasurement of defined benefit obligation recognized in retained earnings | 2,958,288 | |
| Amount of net income of the period plus items other than net income of the period included in the undistributed earnings of the year | 198,563,578 | |
| Less: Legal reserve | (19,856,358) | |
| Less: Appropriation of special reserve according to the law | (205,355) | |
| Earnings available for distribution for the year | 186,875,477 | |
| Less: Cash dividends of shareholders (Note 6) | (181,556,608) | |
| Undistributed earnings at the end of the period | 5,318,869 |
Appendix 1
Articles of Incorporation of Loop Telecommunication International, Inc.
Chapter 1 General
Article 1: The Company was organized according to the requirements of the Company Act and named Loop Telecommunication International, Inc..
Article 2: The scope of business of the Company is as follows:
CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
I301010 Information Software Services
CC01120 Data Storage Media Manufacturing and Duplicating
I. Research, development, production, manufacturing, and sales of the following products
- User remote line disconnectors, protectors and their components
- Dedicated line reactors and their components
- Subtitle phones and their components
- Smart network resource management selectors
Network access equipment, including T1/E1, FT1/FE1 CSU, and CSU/DSU, and their components
Pulse code modulation carrier terminals and their components
64K/56Kbps transmission equipment, including DDS, and its components
High-speed digital user transmission systems and their components
DLC digital user loop carriers - LAN/WAN equipment, network management systems, their sub-systems, and their components
- Integrated service digital network terminal adapter, their sub-systems, and their components
- Convertors, remote controls for cable TVs, and their components
- Communication system power supply units and their components
- Radio communication systems and their components
II. Consultation, design, installation and repair related to the abovementioned businesses
III. Import and export trading operations related to the businesses of the Company
Article 3: The headquarters of the Company is located in Hsinchu Science Park, and it may establish domestic and foreign branches or branches when necessary based on the resolution of the Board.
Article 3-1: The Company may provide guarantees to external parties for its business requirements.
Article 3-2: The Company may make necessary investments in external parties, and the total investments are not subject to the restrictions related to investment limits stated under
Article 13 of the Company Act; the Board is authorized to make business decisions on investments.
Article 4: Deleted.
Chapter 2 Shares
Article 5: The total capital of the Company is NT$1,280 million, divided into 128,000,000 shares with a par value of NT$10 per share; the Board is authorized to issue the unissued shares in batches. The total capital includes NT$200 million, divided into 20,000,000 shares with a par value of NT$10 per share, preserved for the conversion of convertible corporate bonds, and NT$100 million, divided into 10,000,000 shares with a par value of NT$10 per share, preserved for the exercise of options for stock warrant.
Article 5-1: For the declaration of the issuance of employee stock option certificate by the Company, when the subscription price is lower than the closing price on the issuance day, the exercise of options shall receive the consent of attending shareholders with over two-thirds of the voting rights at a meeting attended by shareholders representing over half of the total issued shares.
Article 5-2: If the Company transfer shares to employees at a price lower than the average price for the actual repurchase of shares, it shall receive the consent of attending shareholders with over two-thirds of the voting rights at the upcoming shareholders' meeting attended by shareholders representing over half of the total issued shares.
Article 6: When issuing share certificates, share certificates of the Company are registered, signed or affixed with seals by Directors representing the Company, and numbered, and issued after being certified by the competent authority or an issuance registration institution it approved according to the law.
Shares issued by the Company are exempted from printing share certificates; however, the Company shall register them with a centralized securities depository enterprise.
Article 7: Deleted.
Article 8: Deleted.
Article 9: The change in shareholders' names shall be suspended 60 days, 30 days, and or 5 days before the regular shareholders' meeting, an extraordinary shareholders' meeting, or the base date on which the Company decides to distribute dividends and bonuses or other benefits.
Article 11: Stock affairs operations of the Company shall be subject to the "Regulations Governing the Administration of Shareholder Services of Public Companies" and relevant laws and regulations.
Chapter 3 Shareholders' meetings
Article 12: Shareholders' meetings of the Company are divided into the following:
I. Annual shareholders' meetings are convened once a year within six months from the end of each fiscal year by the Board according to the law.
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II. Extraordinary shareholders' meetings are convened according to the law when necessary.
Article 13: For convening shareholders' meetings, the Company shall announce and notify shareholders of the date, venue, and reason for the meeting 30 days or 15 days before an annual shareholders' meeting or an extraordinary shareholders' meeting, respectively. For shareholders holding registered share certificates of less than 1,000 shares, the meeting notice may be made by way of announcements.
Article 13-1: Shareholders' meetings may be held by way of a video conference or other methods announced by the Ministry of Economic Affairs.
Article 14: Shareholders of the Company are entitled to one vote for each share held apart from circumstances stated under Article 179 of the Company Act.
Article 14-1: Except for otherwise stated in the Company Act, resolutions made by the shareholders' meeting shall receive the consent of attending shareholders with more than half of the voting rights at a meeting attended by shareholders representing more than half of the total number of shares.
Article 15: If a shareholder is unable to attend a shareholders' meeting due to other causes, it may issue a proxy form, which is printed and distributed by the Company, and affix its seal that is kept with the Company to engage a proxy to attend the shareholders' meeting on its behalf.
Article 16: The Chairman shall be the chairperson of shareholders' meetings. If the Chairman is on leave or is unable to exercise its powers due to other causes, the Chairman shall designate a Director to act on its behalf; if the Chairman fails to make such designation, Directors shall elect one person among themselves to act on behalf of the Chairman.
Article 17: Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting, and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of the meeting minutes may be done in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement. Meeting minutes, attendance book of attending shareholders and proxy forms to engage proxies shall be preserved together by the Company.
Chapter 4 Directors, Audit Committee, and managers
Article 18: The Company has seven to 15 Directors, who shall be elected by the shareholders' meeting from capable persons; the term of office is three years, and they may be re-elected and re-appointed. Total shares of Directors of the Company are subject to the requirements of the competent authority. A candidate nomination system is adopted for the election of the Company's Directors, and the acceptance method for the nomination of candidates is subject to the requirements under Article 192-1 of the Company Act.
Where all Directors of the Company are re-elected at a shareholders' meeting, prior to
the expiration of the term of office of existing Directors, and in the absence of a resolution that existing Directors will not be discharged until the expiry of their present term of office, all existing directors shall be deemed discharged upon the completion of the re-election. In case no election of new Directors is effected after the expiration of the term of office of existing Directors, the term of office of out-going Directors shall be extended until the time new Directors have been elected and assumed their office. In the number of Directors above, the number of Independent Directors shall be no less than two persons and no less than one-fifth of the number of all Directors. The candidate nomination system is adopted for Independent Directors, and the shareholders shall elect them from the list of Independent Director candidates. The qualification, shareholding, restriction on concurrent position, nomination, election method, and other matters to be observed are subject to relevant requirements of the competent authority of securities.
Article 19: The Board is formed by the Directors, and the powers of the Board are subject to the requirements of the Company Act and relevant regulations.
Article 19-1: The Company may purchase liability insurance for Directors within the term of office for the compensation liability they assume according to laws within the scope of business execution.
Article 20: The Board shall be composed of the Directors. A Chairman shall be elected among the Directors by receiving the consent of more than half of the attending Directors at a meeting attended by two-thirds of the Directors; the Chairman represents the Company to external parties. If the Chairman is on leave or is unable to exercise its powers due to other causes, the Chairman shall designate a Director to act on its behalf; if the Chairman fails to make such designation, Directors shall elect one person among themselves to act on behalf of the Chairman.
Article 21: Resolutions at a Board meeting shall, unless otherwise stated in the Company Act and the Articles, be adopted by receiving the consent from more than half of the Directors at a meeting attended by more than half of the Directors. A Director who has a personal interest in the matter under discussion at a Board meeting shall explain to the Board meeting the essential contents of such personal interest.
Article 22: If the Director is unable to attend the meeting, it may engage another Director as its proxy; a Director may only be the proxy of one Director. If a video conference is adopted for a Board meeting, Directors who participate in the meeting via video calls shall be deemed as attending in person. The convening notice of Board meetings may be made by way of either correspondence, facsimile, or e-mail.
Article 23: Powers of the Audit Committee are subject to the requirements under the Company Act and relevant laws and regulations.
Article 24: The number of members of the Audit Committee, term of office, powers, rules of procedure, and resources to be provided by the Company when exercising powers shall be otherwise stated in the Charter of the Audit Committee.
Article 25: The Company has one President who is nominated by the Chairman and appointed
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after receiving consent from over two-thirds of the Directors. The President shall arrange corporate operations according to the resolutions of the Board.
Article 26: Deleted.
Chapter 5 Accounting
Article 27: The fiscal year of the Company is from January 1 to December 31. The final account shall be prepared at the end of each fiscal year. After the final annual account, the Board shall prepare forms and statements according to the requirements of the Company Act and submit them to the Audit Committee for review 30 days before the annual shareholders' meeting and then propose to the shareholders' meeting for ratification. The distribution of the books and statements above may be made by way of public announcements.
Article 28: Dividends are determined by the shareholders' meeting based on the earnings of the Company; however, if there is no earning, dividends may not be appropriated from the share capital.
Article 29: The Company shall appropriate no less than 10% of the profit before income tax, before deducting remuneration of employees and remuneration of Directors, as remuneration of employees, and no more than 5% as remuneration of Directors; however, if the Company has accumulated losses (including adjusted undistributed earnings), the amount required to offset such losses shall first be reserved.
Of the remuneration of employees, no less than 5% shall be appropriated for distribution to entry-level employees. Remuneration of employees in the preceding paragraph may be made in shares or cash, and the distribution targets may include employees who fulfill certain conditions of subordinated companies; remuneration of Directors in the preceding paragraph may only be made in cash.
The matters above shall be implemented according to the resolutions of the Board and reported to the shareholders' meeting.
If the Company has net profit after tax for the period after the final account of the year, it shall compensate cumulative losses (including the adjustments to undistributed earnings), appropriate 10% as the legal reserve according to the law; however, this shall not apply when the legal reserve has reached the paid-in capital of the Company. Then, it shall appropriate or reverse the special reserve according to the requirements under laws and regulations and of the competent authority. Subsequently, for the remaining earnings, together with the undistributed earnings at the beginning of the period (including the adjustments to undistributed earnings), the Board shall prepare a proposal for earning distribution and submit it to the shareholders' meeting for the resolution of shareholders' dividends/bonuses distribution.
The dividend policies of the Company respond to the current and future development plans, taking investment environments, capital requirements, and domestic and foreign competition status into account, with equal consideration given to shareholders' benefits. The Board shall prepare the proposal for earning distribution, and the shareholders' meeting shall make the resolution. Distribution of shareholders'
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dividends/bonuses may be made in shares or cash; however, in principle, the ratio of cash dividends to all dividends shall not be less than 10%.
Article 30: Deleted.
Article 31: The Board is authorized to determine the remuneration of a Chairman and Director based on their level of participation in the Company’s operation and the value of their contributions with reference to the domestic and foreign standards within the industry.
Chapter 6 Appendices
Article 32: The organizational rules and administrative regulations of the Company shall be otherwise established.
Article 33: Unaddressed matters in the Articles shall be subject to the requirements under the Company Act and other relevant laws and regulations.
Article 34: The Articles were established after receiving the consent of all founders on October 28, 1991. The first amendment was made on February 21, 1992. The second amendment was made on June 12, 1992. The third amendment was made on November 30, 1993. The fourth amendment was made on November 25, 1997. The fifth amendment was made on April 13, 1998. The sixth amendment was made on June 3, 1999. The seventh amendment was made on May 12, 2000. The eighth amendment was made on April 27, 2001. The ninth amendment was made on May 30, 2002. The tenth amendment was made on June 7, 2007. The eleventh amendment was made on June 27, 2008. The twelfth amendment was made on June 17, 2010. The thirteenth amendment was made on June 24, 2011. The fourteenth amendment was made on June 27, 2012. The fifteenth amendment was made on June 25, 2013. The sixteenth amendment was made on June 22, 2015. The seventeenth amendment was made on June 23, 2016. The eighteenth amendment was made on June 25, 2019. The nineteenth amendment was made on June 30, 2020. The twentieth amendment was made on June 29, 2022. The twenty-first amendment was made on June 28, 2023. The twenty-second amendment was made on June 26, 2025.
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Loop Telecommunication International, Inc. Rules of Procedure for Shareholders' Meetings
Appendix 2
I. Except as otherwise provided by laws and regulations, shareholders' meetings of Loop Telecommunication International, Inc. (the "Company") shall be as provided in these Rules of Procedure.
II. The time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked with a sufficient number of suitable personnel assigned to handle the registrations. The attendance shall be calculated based on the attendance book or sign-in cards handed in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.
III. The votes at the shareholders' meeting shall be calculated based on shares.
IV. The venue for a shareholders' meeting shall be the location of the Company or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
V. If a shareholders' meeting is called by the Board, the Chairman shall preside at the said shareholders' meeting. In case the Chairman is on leave of absence or cannot exercise its powers and authority, the Vice Chairman shall act on its behalf. If there is no Vice Chairman or the Vice Chairman is also on leave of absence or cannot exercise its powers and authority, the Chairman shall designate a Managing Director or Director who has held that position for six months or more and understands the financial and business conditions of the Company to act on its behalf; if there is no Managing Director, the Chairman shall designate a Director to act on its behalf. If the Chairman does not designate a Director, the Managing Directors or Directors shall elect one from among themselves to act on behalf of the Chairman.
If a shareholders' meeting is convened by a party with the power to convene but other than the Board, the convening party shall chair the meeting.
VI. The Company may appoint its attorneys, CPAs, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or armbands.
VII. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year.
VIII. The chairperson shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the
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quorum is not met after two postponements, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act. When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
IX. If a shareholders' meeting is convened by the Board, the meeting agenda shall be set by the Board. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board. The chairperson may not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions).
After the adjournment of the meeting, shareholders may not otherwise elect a chairperson to continue the meeting at the initial venue or another venue. However, if the chairperson declares the meeting adjourned in violation of the Rules of Procedure, the attending shareholders may elect a new chairperson in accordance with statutory procedures by agreement of a majority of the votes represented by the attending shareholders and then continue the meeting.
X. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chairperson shall stop any violation.
XI. Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes.
XII. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate or suspend the speech.
XIII. When a corporation is appointed to attend as a proxy, it may designate only one person to represent it in the meeting. When a corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
XIV. After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.
XV. When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote.
XVI. Vote monitoring and counting personnel for the voting on a proposal shall be appointed
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by the chairperson, provided that all monitoring personnel shall be shareholders of the Company. The results of the votes shall be reported on-site, and minutes shall be made.
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting, and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of the meeting minutes may be done in electronic form.
XVII. When a meeting is in progress, the chairperson may announce a break based on time considerations.
XVIII. Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. For the vote, if the chairperson has made inquiries to attending shareholders and no dissenting opinion is raised, it shall be deemed approved by all shareholders. If there is any dissenting opinion, the chairperson may deem the number of votes of the attending shareholders less the number of votes of shareholders with dissenting opinions as the number of votes for the proposal, and if the number exceeds the number of votes required, the proposal shall be deemed as approved. The effects of the two voting methods above shall be equivalent to voting by ballots. The results of the votes shall be reported on-site, and minutes shall be made.
XIX. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to the vote. When any among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
XX. The chairperson may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
XXI. The Rules of Procedure were implemented after being approved by the annual shareholders' meeting as a resolution, and the same shall apply upon any amendment.
The shareholders' meeting approved the establishment on June 3, 1999.
The first amendment was made on May 30, 2002.
The second amendment was made on June 27, 2012.
The third amendment was made on June 25, 2013.
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Appendix 3
Loop Telecommunication International, Inc. Shareholding of Directors
I. At present, the number of issued shares of the Company is 56,736,440 shares.
II. According to the requirements of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum shareholding of the Directors shall be 4,538,915 shares.
III. As of April 28, 2026, the book closure date of the shareholders' meeting, the shareholding of all Directors is as follows:
| Title | Name | Shares held |
|---|---|---|
| Chairman | Yeh Maw-Lin | 5,625,844 |
| Director | Chen Hua-Ling | 1,403,337 |
| Director | Wu Ming-Tse | 1,000 |
| Director | Chiu Dong-Sheng | 288,485 |
| Independent Director | Wu Yu-Wen | 0 |
| Independent Director | Chang Guo-Hua | 0 |
| Independent Director | Jiang Min-Shiung | 0 |
| Independent Director | Ko Shu-Mei | 0 |
| Directors in aggregate | 7,318,666 |