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LPI — AGM Information 2026
Apr 24, 2026
52036_rns_2026-04-24_edf6a05b-05f3-4868-baac-e23259317b0c.pdf
AGM Information
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LINGSEN
Stock code: 2369
LINGSEN PRECISION INDUSTRIES, LTD.
2026 ANNUAL GENERAL SHAREHOLDERS' MEETING
Meeting Agenda
【Translation】
THIS MEETING AGENDA IS AVAILABLE AT THE FOLLOWING WEBSITES:
WEBSITE OF TAIWAN STOCK EXCHANGE MARKET OBSERVATION: HTTPS://MOPS.TWSE.COM.TW
COMPANY WEBSITE: HTTPS://WWW.LINGSEN.COM.TW
MEETING TYPE : PHYSICAL SHAREHOLDERS' MEETING.
TIME: MAY 28, 2026 (THURSDAY) AT 9:00AM
LOCATION OF MEETING: 5F, NO.5-1, SOUTH 2nd ROAD, TANZI DIST. TAICHUNG CITY, TAIWAN.
---Disclaimer---
THIS IS A TRANSLATION OF THE AGENDA FOR THE 2026 ANNUAL GENERAL SHAREHOLDERS' MEETING OF LINGSEN PRECISION INDUSTRIES, LTD. THE TRANSLATION IS INTENDED FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.
Table of Contents
Page
- Meeting Procedure 1
- Meeting Agenda 2
- Reported Matters 3
- Acknowledged Matters 9
- Extempore Motions 11
Appendix
- Independent Auditors' Report and Parent Company Only Financial Statements for year 2025 12
- Independent Auditors' Report and Consolidated Financial Statements for year 2025 22
- Articles of Incorporation 33
- The Rules of Procedure for Shareholders' Meetings 39
- Shareholding of Directors 41
- 1 -
Lingsen Precision Industries, Ltd.
Procedure for the 2026 Annual Meeting of Shareholders
- Call the Meeting to Order
- Chairman's Address
- Reported Matters
- Acknowledged Matters
- Extempore Motions
- Adjournment
Lingsen Precision Industries, Ltd.
Year 2026
Agenda of Annual Meeting of Shareholders
- Meeting type: Physical shareholders' meeting.
- Time: May 28, 2026 (Thursday) at 9:00am
- Location of meeting: 5F, NO.5-1, South 2nd Road, Tanzi Dist. Taichung City, Taiwan.
- Chairman's Address
- Reported Matters
(1) 2025 Business Report.
(2) Report by Audit Committee on the examination of 2025 financial statements.
(3) Communication status between Audit Committee and internal audit supervisor.
(4) Other matters to be reported. - Acknowledge Matters
(1) Acknowledge of 2025 business report and financial statements. (Proposed by the board)
(2) Acknowledge of 2025 deficit compensation. (Proposed by the board) - Extempore Motions
-
Adjournment
-
2 -
- 3 -
Reported Matters
Item 1: 2025 Business Report.
Explanation: Please refer to the attachment.
Business Report
(I) Operating principle and implementation
The Company’s essential philosophy is being innovative and creative, honest and practical, and excellence sharing. The major operating principles are as follows:
- Improving service quality, strengthen the communication with customers and build up a balanced relationship with customers.
- Improving current manufacturing process, innovating new manufacturing process, improve the quality and reduce costs to create profits, proactively.
- Continuously innovating product development and available in diverse products package manufacturing process to meet customers’ needs.
- Improving internal operation efficiency and enhance the quality for employee’s operation.
- Strengthening the function of information systems to improve manufacturing and automatic inspection operation.
- Introducing 5S activities to optimize the working environment to avoid occupational accident and reduce wastage.
- Continuously enhancing the educational training to train the talent to assist the company’s sustainable management and development.
(II) Result of Business Plan
In 2025, the Company’s operating revenue totaled NT$ 5.56 billion, an increase of 3.5 % from 2024. The Net loss to the parent company was NTD 0.394 billion or a basic loss per share of NT$ 1.05 under encounter with price increases of raw materials.
For future business expansion and in order to make more effective use of its resources, the Company has committed to work towards smart and automated manufacturing. We focus on the fundamentals of our business and technology R&D, enhance operational resilience, and endeavor to cover the opportunities brought by customer requirements.
(III) 2025 Budget Implementation Status
The company did not prepare financial forecast for 2025.
(IV) Financial Revenue and Expenditure Status and Profitability Capacity Analysis
| Item analyzed | Year 2025 | Year 2024 | |
|---|---|---|---|
| Financial Structure | Debt Ratio (%) | 34.46 | 26.93 |
| Ratio of Long-term capital to property, plant and equipment (%) | 188.32 | 181.62 | |
| Solvency | Current Ratio (%) | 238.22 | 255.14 |
| Quick Ratio (%) | 202.72 | 220.28 | |
| Profitability | Return On Assets (%) | (5.27) | (2.37) |
| Return On Equity (%) | (7.99) | (3.60) | |
| Operating profit to paid-in capital (%) | (11.95) | (10.08) | |
| Pre-tax Income to paid-in capital (%) | (10.86) | (5.39) | |
| Profit Margin (%) | (7.52) | (3.74) | |
| EPS (NT$) | (1.05) | (0.45) |
(V) Research and Development Status
| (Amount Expressed in Thousands of New Taiwan Dollars) | |||
|---|---|---|---|
| Year | Year 2025 | Year 2024 | Year 2023 |
| Research & Development Expense | 117,183 | 133,265 | 136,376 |
| R&D Expense to operating revenue (%) | 2 | 2 | 2 |
Chairman: Shu-Chyuan Yeh
Manager: Tse-Sung Tsai
Accounting Supervisor: Hsi-Tzu Tsai
Item 2: Report by Audit Committee on the examination of 2025 financial statements.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted to us the Company’s 2025 Business Report, Financial Statements and proposal for deficit compensation. The CPA firm of Deloitte & Touche was retained to audit the Company’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements and proposal for deficit compensation have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Lingsen Precision Industries, Ltd.
Chairman of the Audit Committee: Shun-Te, Wen
February 25, 2026
Item 3: Communication status between Audit Committee and internal audit supervisor.
Explanation: The internal audit supervisor performs auditing operations and regularly submits aggregated audit reports to the Audit Committee based on the annual audit plans. The issue raised by independent directors may be replied to and communicated timely.
The communications between the Audit Committee and internal audit supervisor have been well. The major communications in 2025 are summarized as follows:
Communication status between independent directors and internal audit supervisor
| Date | Attendees | Item of communication | Results of communication |
|---|---|---|---|
| 2025/02/24 | |||
| Audit Committee | •Independent directors: | ||
| Feng-Hsien Shih | |||
| Wan-Ping Chen | |||
| Pin-Chi Wei | |||
| •Internal audit supervisor: | |||
| Zhi-wei Yang | 1. 2024 Statement of Internal Control System. | ||
| 2. Report and communications on the amendments to the company’s internal control system. | Item 1~2 | ||
| No objections from the independent directors & submitted to the Board for resolution. | |||
| 2025/11/05 | |||
| Closed door meeting | •Independent directors: | ||
| Shun-Te Wen | |||
| Yu-Hsien Lee | |||
| Kuei-Yuan Wang | |||
| •CPA: | |||
| Lie-Dong Wu | |||
| •Internal audit supervisor: | |||
| Zhi-wei Yang | 1. Internal audit supervisor present | ||
| (1) Report on 2026 internal audit plan. | |||
| (2) Report on internal audit execution. | |||
| (3) Report on Training status. | |||
| (4) Report on Corporate Governance Evaluation. |
- CPAs present
(1) Report the results and major review matters of 2025 Q3 financial report.
(2) Report on the planning key audit matters of 2025.
(3) Independence Statement.
(4) Report of regulatory developments. | Item 1
No objections from the independent directors & submitted to the Board for resolution.
Item 2
No objections from the independent directors. |
| 2025/11/05
Audit Committee | •Independent directors:
Shun-Te Wen
Yu-Hsien Lee
Kuei-Yuan Wang
•CPA:
Lie-Dong Wu
•Internal audit supervisor:
Zhi-wei Yang | 1. 2025 Q3 financial report. | Item 1
No objections from the independent directors & submitted to the Board for resolution. |
- 7 -
Item 4: Other matters to be reported.
Explanation: None.
- 8 -
Acknowledged Matters
Item 1 (Proposed by the board)
Proposal: Acknowledge of 2025 business report and financial statements.
Explanation:
1. The Company’s 2025 business report, stand-alone and consolidated financial statements were composed by the board of directors. The company’s financial statements were audited by independent auditors, Lie-Dong Wu and Li-Wei Liu, of the Deloitte & Touche. The aforementioned financial statements and business report were reviewed by the Audit Committee along with a written audit report issued.
2. The 2025 business report (please refer to page 4-5), independent auditors’ report, stand-alone and consolidated financial statements are as appendix. (Please refer to page 12-32)
Resolution:
Item 2(Proposed by the board)
Proposal: Acknowledge of 2025 deficit compensation.
Explanation:
1. The Company's 2025 deficit compensation table has been resolved by the board of directors on February 25, 2026, and reviewed by the Audit Committee with a written audit report issued.
2. The Company's 2025 net loss after tax was NT$394,252,581. By adding NT$302,350,542 of unappropriated retained earnings of prior years, NT$29,769,933 of re-measurement of defined benefit plans, and NT$20,458,552 of disposing the subsidiary's investment in equity instrument designated at fair value through other comprehensive income, the cumulative profit and losses directly transferred to retained earnings. After reserving special reserve of NT$6,614,151, therefore the total amount of Accumulated deficit is NT$35,059,403. The Company proposed to be compensated by capital surplus NT$35,059,403.
3. The proposed 2025 deficit compensation table is as follows.
Lingsen Precision Industries, Ltd.
Deficit compensation Table
Year 2025
Unit: NT$
| Unappropriated retained earnings of prior years | 302,350,542 | |
|---|---|---|
| Less: 2025 net loss after tax | (394,252,581) | |
| Plus: 2025 re-measurement of defined benefit plans | 29,769,933 | |
| Plus: Disposal of subsidiary's investments in equity instruments designated at fair value through other comprehensive income, the cumulative profit and losses directly transferred to retained earnings | 20,458,552 | |
| The amount of net loss after tax for the period and the amount adjusted to the current year's undistributed earnings | (344,024,096) | |
| Plus: Special reserve reversal | 6,614,151 | |
| Deficits in 2025 | (337,409,945) | |
| Accumulated deficit | (35,059,403) | |
| Items for compensating deficit | ||
| Capital surplus (Note) | 35,059,403 | |
| Unappropriated retained earnings (After compensating deficit) | 0 | |
| Note: Capital surplus | ||
| Capital surplus - From Treasury stock transactions | 20,035,433 | |
| Capital surplus - From convertible bonds | 15,023,970 | |
| Total | 35,059,403 |
Chairman: Shu-Chyuan Yeh
Manager: Tse-Sung Tsai
Accounting Supervisor: Hsi-Tzu Tsai
Resolution:
- 11 -
Extempore Motions
Adjournment
- 12 -
Appendix
Independent Auditors' Report
To the Board of Directors and Shareholders of Lingsen Precision Industries, Ltd.
Audit opinions
We have audited the accompanying parent company only financial statements of Lingsen Precision Industries, Ltd. (the "Company"), which comprise the unconsolidated balance sheets as of December 31, 2025 and 2024, and the unconsolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying unconsolidated financial statements present fairly, in all material respects, the unconsolidated financial position of the Company as of December 31, 2025 and 2024, and its unconsolidated financial performance and its unconsolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the R.O.C. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Unconsolidated Financial Statements section of our report. The auditors of the firm, subject to the independence regulations, have maintained independence from the Company in accordance with the Code of Ethics and perform other obligations of such Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
The key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the unconsolidated financial statements of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the unconsolidated 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 unconsolidated financial statements for the year ended December 31, 2025 are stated as follows:
- 13 -
Authenticity of service revenue recognition
The main source of revenue of the Company relies on the service revenue from various wafers and integrated circuit packaging and testing services; therefore, the service revenue is determined to be the main indicator for the management to evaluate the business performance, and its recognition authenticity has a material impact on the overall financial statements. Accordingly, the authenticity of the recognition of specific customer service revenue is listed as the key audit matter. For revenue recognition related accounting policy, please refer to Note 4 and 20 of the unconsolidated financial statements.
We summarize the main audit procedures executed for the aforementioned matters of the current year as follows:
- Understand and assess the internal control design related to the audit and risk in the product sales and payment collection cycle and conduct a test on its effectiveness.
- Inspect and obtain samples from the account sales of specific customers, and inspect relevant documents of delivery orders and sales invoices, and also verify whether the payment collection subjects are consistent with the delivery subjects, and also perform letter issuance for customers of service revenue, in order to verify the authenticity of the service revenue.
Responsibilities of Management and Those Charged with Governance for the Unconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the unconsolidated 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 unconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the unconsolidated financial statements, management is also 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 unconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the unconsolidated 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 auditing standards generally accepted in the R.O.C. will always detect a material misstatement when it exists in the unconsolidated financial statements. Misstatements can arise from fraud or error. Misstatements 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 unconsolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risk of material misstatement of the unconsolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. In case where we consider that such events or circumstances have a material uncertainty, then relevant disclosure of the unconsolidated financial statements are required to be provided in our audit report to allow users of unconsolidated financial statements to be aware of such events or circumstances, or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause Lingsen Precision Industries, Ltd. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the unconsolidated financial statements, including relevant notes, and whether the unconsolidated 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 entity of the Company, and express an opinion on unconsolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Company. 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 the governance units with statements that we have complied with relevant matters that may reasonably be thought to bear on our independence, and we have also communicated with the governance units on all relationships and other matters (including relevant protective measures) that may be considered to affect the independence of auditors.
- 14 -
From the matters communicated with those charged with governance, we determine those matters that were of most significant in the audit of the Company's 2025 unconsolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Taiwan
CPA Li-Dong Wu
CPA Li-Wei Liu
Securities and Futures Commission Approval Document No. Tai-CaI-Zheng-Liu -Zi No. 0920123784
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1110348898
February 25, 2026
Lingsen Precision Industries, Ltd.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 4 and 6) | $ 822,123 | 12 | $ 926,620 | 14 |
| 1136 | Financial assets at amortized cost- current (Note 4, 8 and 27) | 60,000 | 1 | 161,000 | 2 |
| 1140 | Contract assets - current (Note 4 and 20) | 131,088 | 2 | 102,190 | 2 |
| 1170 | Accounts receivable (Note 4, 9 and 20) | 1,174,694 | 18 | 937,246 | 14 |
| 1200 | Other receivables (Note 4) | 14,111 | - | 10,144 | - |
| 1220 | Current tax assets (Note 4 and 22) | 1,371 | - | 1,187 | - |
| 1310 | Inventories (Note 4 and 10) | 353,408 | 5 | 270,075 | 4 |
| 1470 | Other current assets (Note 14) | 188,075 | 3 | 189,435 | 3 |
| 11XX | Total current assets | 2,744,870 | 41 | 2,597,897 | 39 |
| Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Note 4 and 7) | 10,605 | - | 11,862 | - |
| 1540 | Financial assets at amortized cost- non-current (Note 4, 8 and 27) | 1,000 | - | - | - |
| 1550 | Investment accounted for using the equity method (Note 4 and 11) | 1,055,663 | 16 | 1,079,798 | 16 |
| 1600 | Property, plant and equipment (Note 4, 5, 12 and 27) | 2,374,186 | 35 | 2,467,245 | 37 |
| 1755 | Right-of-use assets (Note 4 and 13) | 132,320 | 2 | 137,146 | 2 |
| 1840 | Deferred tax assets (Note 4, 5 and 22) | 159,356 | 2 | 162,432 | 3 |
| 1915 | Prepayments for facilities | 88,282 | 1 | 30,758 | 1 |
| 1920 | Refundable deposits (Note 4) | 1,709 | - | 1,246 | - |
| 1975 | Net defined benefit assets - non-current (Note 4 and 18) | 161,843 | 3 | 122,829 | 2 |
| 1990 | Other non-current assets | 3,366 | - | 6,553 | - |
| 15XX | Total non-current assets | 3,988,330 | 59 | 4,019,869 | 61 |
| 1XXX | Total assets | $ 6,733,200 | 100 | $ 6,617,766 | 100 |
| Liabilities and Equity | |||||
| Current Liabilities | |||||
| 2100 | Short-term bank borrowings (Note 15) | $ 229,432 | 3 | $ 130,436 | 2 |
| 2170 | Accounts payable | 390,225 | 6 | 223,558 | 3 |
| 2200 | Other payables (Note 16 and 26) | 460,138 | 7 | 434,798 | 7 |
| 2250 | Liability reserve - current (Note 4 and 17) | 1,910 | - | 3,572 | - |
| 2280 | Lease liabilities - current (Note 4 and 13) | 3,703 | - | 4,376 | - |
| 2320 | Long-term borrowings due in one year (Note 15 and 27) | 143,766 | 2 | 210,096 | 3 |
| 2399 | Other current liabilities | 126,514 | 2 | 115,559 | 2 |
| 21XX | Total current liabilities | 1,355,688 | 20 | 1,122,395 | 17 |
| Non-current liabilities | |||||
| 2540 | Long-term banks borrowings (Note 15 and 27) | 400,000 | 6 | 43,766 | 1 |
| 2570 | Deferred tax liabilities (Note 4 and 22) | 43,302 | 1 | 36,046 | - |
| 2580 | Lease liabilities - non-current (Note 4 and 13) | 132,031 | 2 | 135,734 | 2 |
| 2645 | Deposits received | 966 | - | 930 | - |
| 25XX | Total non-current liabilities | 576,299 | 9 | 216,476 | 3 |
| 2XXX | Total Liabilities | 1,931,987 | 29 | 1,338,871 | 20 |
| Equity | |||||
| 3110 | Ordinary shares | 3,801,023 | 56 | 3,801,023 | 57 |
| 3200 | Capital surplus | 1,042,313 | 16 | 1,154,573 | 18 |
| Retained earnings | |||||
| 3310 | Legal reserve | 121,394 | 2 | 121,394 | 2 |
| 3320 | Special reserve | 78,395 | 1 | 92,883 | 2 |
| 3350 | Unappropriated earnings (accumulated deficit) | ( 41,674) | ( 1) | 287,863 | 4 |
| 3400 | Other equities | ( 23,823) | - | ( 2,426) | - |
| 3500 | Treasury shares | ( 176,415) | ( 3) | ( 176,415) | ( 3) |
| 3XXX | Total equity | 4,801,213 | 71 | 5,278,895 | 80 |
| Total liabilities and equities | $ 6,733,200 | 100 | $ 6,617,766 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Lingsen Precision Industries, Ltd.
Parent Company Only Statements of Comprehensive Income
For the Years from January 1 to December 31, 2025 and 2024
Unit: Expressed in NT$ thousand; except
earnings (loss) per share expressed in NT$
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 4 and 20) | $ 4,838,933 | 100 | $ 4,611,858 | 100 |
| 5000 | Operating costs (Note 10, 21 and 26) | 4,954,475 | 102 | 4,604,735 | 100 |
| 5900 | Gross profit (losses) | ( 115,542 ) | ( 2 ) | 7,123 | - |
| Operating expenses (Note 21 and 26) | |||||
| 6100 | Selling and marketing expenses | 49,867 | 1 | 44,712 | 1 |
| 6200 | General and administrative expenses | 145,883 | 3 | 147,696 | 3 |
| 6300 | Research and development expenses | 81,506 | 2 | 94,995 | 2 |
| 6450 | Expected credit impairment losses | ||||
| (Note 4 and 9) | 221 | - | 244 | - | |
| 6000 | Total operating expenses | 277,477 | 6 | 287,647 | 6 |
| 6900 | Operating loss | ( 393,019 ) | ( 8 ) | ( 280,524 ) | ( 6 ) |
| Non-operating income and expenses (Note 4) | |||||
| 7100 | Interest income | 10,838 | - | 11,699 | - |
| 7110 | Rental income (Note 26) | 5,737 | - | 11,033 | - |
| 7130 | Dividend income | 1,506 | - | 1,573 | - |
| 7190 | Other income (Note 26) | 19,976 | - | 29,503 | 1 |
| 7210 | Gains on disposal of property, plant and equipment | - | - | 1,440 | - |
| 7230 | Net gain on foreign exchange | 4,005 | - | 12,617 | - |
| 7510 | Interest expenses | ( 14,255 ) | - | ( 12,317 ) | - |
| 7370 | Share of profits (loss) of subsidiaries and associates companies using the equity method | ( 26,151 ) | - | 54,534 | 1 |
| 7590 | Other gains and losses | - | - | ( 1,774 ) | - |
| 7000 | Total non-operating incomes and expenses | 1,656 | - | 108,308 | 2 |
(Continued on next page)
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Net loss before income tax | ($ 391,363) | ( 8) | ($ 172,216) | ( 4) |
| 7950 | Income tax benefit (expenses) | ||||
| (Note 4 and 22) | ( 2,890) | - | 3,988 | - | |
| 8200 | Net loss for the year | ( 394,253) | ( 8) | ( 168,228) | ( 4) |
| Other comprehensive income | |||||
| (loss) (Note 4) | - | - | |||
| 8310 | Items not reclassified | ||||
| subsequently to profit or | |||||
| loss | - | - | |||
| 8311 | Remeasurement of | ||||
| defined benefit plans | |||||
| (Note 18) | 37,212 | 1 | 86,161 | 2 | |
| 8316 | Unrealized gain/ (loss) | ||||
| on investments in | |||||
| equity instruments at | |||||
| fair value through other | |||||
| comprehensive income | ( 1,257) | - | 99 | - | |
| 8330 | Share of other | ||||
| comprehensive profits/ | |||||
| losses of subsidiaries | |||||
| and associated | |||||
| companies accounted | |||||
| for using equity | |||||
| method | 16,715 | - | 1,531 | - | |
| 8349 | Income tax related to | ||||
| items that will not be | |||||
| reclassified | |||||
| subsequently (Note 22) | ( 7,442) | - | ( 17,232) | - | |
| 45,228 | 1 | 70,559 | 2 | ||
| 8360 | Items that may be | ||||
| reclassified subsequently to | |||||
| profit or loss | |||||
| 8361 | Exchange differences | ||||
| on translation of the | |||||
| financial statements of | |||||
| foreign operations | ( 16,397) | ( 1) | 42,002 | 1 | |
| 8300 | Other comprehensive | ||||
| income of the year (net | |||||
| amount after tax) | 28,831 | - | 112,561 | 3 | |
| 8500 | Total comprehensive income for | ||||
| the year | ($ 365,422) | ( 8) | ($ 55,667) | ( 1) | |
| Loss per share (Note 23) | |||||
| 9750 | Basic | ($ 1.05) | ($ 0.45) | ||
| 9850 | Diluted | ($ 1.05) | ($ 0.45) |
The accompanying notes are an integral part of the parent company only financial statements.
Lingsen Precision Industries, Ltd.
Parent Company Only Statement of Changes in Equity
For the Years from January 1 to December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Common share capital (Note 19) | Capital surplus (Note 19) | Retained earnings (Note 19) | Other equity items (Note 4) | Treasury shares (Note 19) | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings (accumulated deficit) (Note 4) | Exchange differences on translation of the financial statements of foreign operations | Unrealized Valuation Gain/(Loss) on Financial Assets at Fair Value Through Other comprehensive income | ||||||
| A1 | Balance at January 1, 2024 | 3,801,023 | 1,266,753 | 121,394 | 165,598 | 314,447 | ( 18,711 ) | ( 27,347 ) | ( 176,415 ) | 5,446,742 |
| B17 | Priors years appropriations of earnings | - | - | - | ( 72,715 ) | 72,715 | - | - | - | - |
| C3 | C15 | Change due to receipt of gifts | - | 75 | - | - | - | - | - | 75 |
| C17 | C17 | Capital reserve allotment of cash dividends | - | ( 114,031 ) | - | - | - | - | - | ( 114,031 ) |
| M1 | Dividends are paid to subsidiaries to adjust capital reserves | - | - | 78 | - | - | - | - | - | 78 |
| D1 | 2024 Net loss | - | - | - | - | ( 168,228 ) | - | - | - | ( 168,228 ) |
| D3 | Other comprehensive income in 2024 | - | - | - | - | 68,929 | 42,002 | 1,630 | - | 112,561 |
| D5 | Total comprehensive income (loss) of 2024 | - | - | - | - | ( 99,299 ) | 42,002 | 1,630 | - | ( 55,667 ) |
| Z1 | Balance, December 31, 2024 | 3,801,023 | 1,154,573 | 121,394 | 92,883 | 287,863 | 23,291 | ( 25,717 ) | ( 176,415 ) | 5,278,895 |
| B17 | Priors years appropriations of earnings | - | - | - | ( 14,488 ) | 14,488 | - | - | - | - |
| C3 | C15 | Change due to receipt of gifts | - | 73 | - | - | - | - | - | 73 |
| M1 | Dividends paid to subsidiaries to adjust capital reserves | - | - | ( 114,031 ) | - | - | - | - | - | ( 114,031 ) |
| D1 | 2025 Net loss | - | - | - | - | ( 394,253 ) | - | - | - | 1,698 |
| D3 | Other comprehensive income(loss) in 2025 | - | - | - | - | 29,770 | ( 16,397 ) | 15,458 | - | 28,831 |
| D5 | Total comprehensive income (loss) of 2025 | - | - | - | - | ( 364,483 ) | ( 16,397 ) | 15,458 | - | ( 365,422 ) |
| Q1 | Disposal of investments in equity instruments designated as financial assets at fair value through other comprehensive income | - | - | - | - | 20,458 | - | ( 20,458 ) | - | - |
| Z1 | Balance, December 31, 2025 | $ 3,801,023 | $ 1,042,313 | $ 121,394 | $ 78,395 | ($ 41,674 ) | $ 6,894 | ($ 30,717 ) | ($ 176,415 ) | $ 4,801,213 |
The accompanying notes are an integral part of the parent company only financial statements.
Lingsen Precision Industries, Ltd.
Parent Company Only Statement of Cash Flows
For the Years from January 1 to December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | 2025 | 2024 | |
|---|---|---|---|
| A10000 | Cash flows from operating activities | ||
| Net loss before tax for the year | ($ 391,363) | ($ 172,216) | |
| Income/expenses items | |||
| A20100 | Depreciation expense | 447,002 | 528,357 |
| A20300 | Expected credit impairment losses | 221 | 244 |
| A20900 | Interest expenses | 14,255 | 12,317 |
| A21200 | Interest income | ( 10,838) | ( 11,699) |
| A21300 | Dividend income | ( 1,506) | ( 1,573) |
| A22400 | Share of loss (profit) from subsidiaries and associated companies using the equity method | 26,151 | ( 54,534) |
| A22500 | Gains on disposal of property, plant and equipment | - | ( 1,440) |
| A23700 | Gains on price recovery and obsolete and slow-moving inventories | ( 8,671) | ( 13,722) |
| A24100 | Unrealized foreign currency exchange net loss (profit) | 2,769 | ( 1,913) |
| A29900 | Amortization of prepayments | 4,252 | 5,204 |
| A29900 | Reversal for liabilities | ( 1,662) | ( 1,968) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31125 | Contract assets | ( 28,898) | 14,956 |
| A31150 | Accounts receivable | ( 233,916) | 24,756 |
| A31180 | Other receivables | ( 4,020) | 3,635 |
| A31200 | Inventories | ( 75,762) | 18,668 |
| A31240 | Other current assets | 2,460 | 32,618 |
| A31990 | Net defined benefit assets | ( 1,802) | 34,181 |
| A32150 | Accounts payable | 164,698 | 5,376 |
| A32180 | Other payables | 13,100 | 7,896 |
| A32230 | Other current liabilities | 10,955 | 26,896 |
| A33000 | Cash provided by operating activities | ( 72,575) | 456,039 |
| A33100 | Interest received | 10,891 | 11,681 |
| A33300 | Interest paid | ( 14,209) | ( 12,276) |
| A33500 | Income tax returned (paid) | ( 184) | 60,860 |
| AAAA | Net cash inflow (outflow) from operating activities | ( 76,077) | 516,304 |
| Cash flows from investing activities | |||
| B00050 | Disposition of financial assets at amortized cost | 100,000 | - |
| B02200 | Net cash outflow for obtaining subsidiaries | - | ( 63,140) |
| (Continued on next page) |
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B02700 | Purchase of property, plant and equipment | ($ 316,865) | ($ 101,241) |
| B02800 | Proceeds from disposal of property, plant and equipment | - | 2,343 |
| B03700 | Increase in refundable deposits | ( 463) | ( 14) |
| B06700 | Increase in other non-current assets | ( 1,065) | ( 2,772) |
| B07100 | Increase in prepaid facilities amount | ( 77,598) | ( 11,289) |
| B07600 | Dividends received | 1,506 | 1,573 |
| BBBB | Net cash outflow from investment activities | ( 294,485) | ( 174,540) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term bank borrowings | 901,109 | 445,491 |
| C00200 | Decrease in short-term bank borrowings | ( 806,650) | ( 373,994) |
| C01600 | Proceeds from long-term bank borrowings | 500,000 | - |
| C01700 | Repayments of long-term bank borrowings | ( 210,096) | ( 273,095) |
| C03000 | Increase (decrease) in guarantee deposits received | 36 | ( 970) |
| C04020 | Repaid principal of lease liabilities | ( 4,376) | ( 4,339) |
| C04500 | Payment of cash dividends | ( 114,031) | ( 114,031) |
| C09900 | Uncollected overdue dividends | 73 | 75 |
| C09900 | Exercise of disgorgement | - | 78 |
| CCCC | Net cash inflow (outflow) from financing activities | 266,065 | ( 320,785) |
| EEEE | Increase (decrease) of cash and cash equivalents for the year | ( 104,497) | 20,979 |
| E00100 | Beginning cash and cash equivalents of the year | 926,620 | 905,641 |
| E00200 | End cash and cash equivalents of the year | $ 822,123 | $ 926,620 |
The accompanying notes are an integral part of the parent company only financial statements.
Independent Auditors' Report
To the Board of Directors and Shareholders of Lingsen Precision Industries, Ltd.
Audit opinions
We have audited the accompanying consolidated financial statements of Lingsen Precision Industries, Ltd. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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 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 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 Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the R.O.C. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. The auditors of the firm, subject to the independence regulations, have maintained independence from the Group in accordance with the Code of Ethics and perform other obligations of such Code. 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 consolidated financial statements of the Group for the year 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.
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The key audit matters for the Group's consolidated financial statements for the year 2025 are stated as follows:
Authenticity of service revenue recognition
The main source of revenue of the Group relies on the service revenue from the various wafers and integrated circuit packaging and testing services; therefore, the service revenue is determined to be the main indicator for the management to evaluate the business performance, and its recognition authenticity has a material impact on the overall financial statements. Accordingly, the authenticity of the recognition of specific customer service revenue is listed as the key audit matter. For revenue recognition related accounting policy, please refer to Note 4 and 22 of the consolidated financial statements.
We summarize the main audit procedures executed for the aforementioned matters of the current year as follows:
- Understand and assess the internal control design related to the audit and risk in the product sales and payment collection cycle and conduct a test on its effectiveness.
- Inspect and obtain samples from the account sales of specific customers, and inspect relevant documents of delivery orders and sales invoices, and also verify whether the payment collection subjects are consistent with the delivery subjects, and also perform letter issuance for customers of service revenue, in order to verify the authenticity of the service revenue.
Other Matters
Lingsen Precision Industries, Ltd. has prepared the parent company only financial statements for 2025 and 2024, to which we have also issued an independent auditor's report with unqualified opinion along with the section on other matters and provided for reference.
Responsibilities of Management Level 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 by the Financial Supervisory Commission of the R.O.C., 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, the responsibilities of the management include 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.
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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. The term of “reasonable assurance” refers to high level of assurance. Nevertheless, the audit performed according to the Generally Accepted Auditing Standards cannot guarantee the discovery of material misstatement in the financial statements. Misstatements can arise from fraud or error. Misstatements 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 consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risk of material misstatement of the consolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the 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 a necessary understanding of internal control concerning the inspection in order to design appropriate inspection procedures that are appropriate for the time being. The purpose, however, is not to effectively express opinions on the internal control of the Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
-
According to the audit evidence obtained, evaluate the appropriateness of the continuous operation accounting basis and whether events or circumstances possibly generating material concerns on the continuous operation ability of the Group have significant uncertainty, and provide conclusion thereto. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. Nevertheless, future events or circumstances may cause the Group to have no ability for continuous operation.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, 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 for the financial information of individual entities of the Group and provide opinion on the consolidated financial statements. We handle the guidance, supervision and execution of the audit on the Group and are responsible for preparing the opinion for the Group.
-
24 -
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 the governance units with statements that we have complied with relevant matters that may reasonably be thought to bear on our independence, and we have also communicated with the governance units on all relationships and other matters (including relevant protective measures) that may be considered to affect the independence of auditors.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group’s 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Taiwan
CPA Li-Dong Wu
CPA Li-Wei Liu
Securities and Futures Commission Approval Document No. Tai-CaI-Zheng-Liu-Zi No. 0920123784
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1110348898
February 25, 2026
Lingsen Precision Industries, Ltd. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 4 and 6) | $ 1,546,811 | 20 | $ 1,544,076 | 21 |
| 1136 | Financial assets at amortized cost- current (Note 4, 8 and 30) | 219,689 | 3 | 323,806 | 4 |
| 1140 | Contract assets - current (Note 4 and 22) | 131,088 | 2 | 102,190 | 1 |
| 1170 | Accounts receivable (Note 4, 9 and 22) | 1,342,328 | 18 | 1,115,023 | 15 |
| 1200 | Other receivables (Note 4) | 17,073 | - | 12,766 | - |
| 1220 | Current tax assets (Note 4 and 24) | 2,463 | - | 2,494 | - |
| 1310 | Inventories (Note 4 and 10) | 353,408 | 4 | 270,075 | 4 |
| 1470 | Other current assets (Note 16) | 215,703 | 3 | 218,832 | 3 |
| 11XX | Total current assets | 3,828,563 | 50 | 3,589,262 | 48 |
| Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive income- non-current (Note 4 and 7) | 14,385 | - | 42,349 | - |
| 1540 | Financial assets at amortized cost- non-current (Note 4, 8 and 30) | 1,000 | - | - | - |
| 1550 | Investment accounted for using the equity method (Note 4 and 13) | - | - | - | - |
| 1600 | Property, plant and equipment (Note 4, 14 and 30) | 3,180,360 | 42 | 3,354,746 | 45 |
| 1755 | Right-of-use assets (Note 4 and 15) | 132,834 | 2 | 139,365 | 2 |
| 1840 | Deferred tax assets (Note 4, 5 and 24) | 165,858 | 2 | 168,967 | 2 |
| 1915 | Prepayments for facilities | 93,822 | 2 | 55,596 | 1 |
| 1920 | Refundable deposits (Note 4) | 1,994 | - | 1,645 | - |
| 1975 | Net defined benefit assets - non-current (Note 4 and 20) | 161,843 | 2 | 122,829 | 2 |
| 1990 | Other non-current assets | 15,893 | - | 25,111 | - |
| 15XX | Total non-current assets | 3,767,989 | 50 | 3,910,608 | 52 |
| 1XXX | Total assets | $ 7,596,552 | 100 | $ 7,499,870 | 100 |
| Code | Liabilities and Equity | ||||
| Current Liabilities | |||||
| 2100 | Short-term bank borrowings (Note 4 and 17) | $ 229,432 | 3 | $ 180,436 | 2 |
| 2150 | Notes payable | 2,889 | - | - | - |
| 2170 | Accounts payable | 390,225 | 5 | 223,558 | 3 |
| 2200 | Other payables (Note 18) | 565,120 | 7 | 538,945 | 7 |
| 2230 | Current tax liabilities (Note 4 and 24) | 450 | - | - | - |
| 2250 | Liability reserve - current (Note 4 and 19) | 1,910 | - | 3,572 | - |
| 2280 | Lease liabilities - current (Note 4 and 15) | 4,221 | - | 5,945 | - |
| 2320 | Long-term borrowings due in one year (Note 4, 17 and 30) | 284,353 | 4 | 337,391 | 5 |
| 2399 | Other current liabilities | 128,542 | 2 | 116,915 | 2 |
| 21XX | Total current liabilities | 1,607,142 | 21 | 1,406,762 | 19 |
| Non-current liabilities | |||||
| 2540 | Long-term banks borrowings (Note 4, 17 and 30) | 834,422 | 11 | 439,435 | 6 |
| 2570 | Deferred tax liabilities (Note 4 and 24) | 43,496 | - | 36,329 | - |
| 2580 | Lease liabilities - non-current (Note 4 and 15) | 132,031 | 2 | 136,396 | 2 |
| 2645 | Deposits received | 966 | - | 930 | - |
| 25XX | Total non-current liabilities | 1,010,915 | 13 | 613,090 | 8 |
| 2XXX | Total Liabilities | 2,618,057 | 34 | 2,019,852 | 27 |
| Equity attributable to owners of the company | |||||
| 3110 | Ordinary shares | 3,801,023 | 50 | 3,801,023 | 51 |
| 3200 | Capital surplus | 1,042,313 | 14 | 1,154,573 | 15 |
| Retained earnings | |||||
| 3310 | Legal reserve | 121,394 | 2 | 121,394 | 2 |
| 3320 | Special reserve | 78,395 | 1 | 92,883 | 1 |
| 3350 | Unappropriated earnings (accumulated deficit) | ( 41,674) | ( 1) | 287,863 | 4 |
| 3400 | Other equities | ( 23,823) | - | ( 2,426) | - |
| 3500 | Treasury shares | ( 176,415) | ( 3) | ( 176,415) | ( 3) |
| 31XX | Total equity attributable to owners of the Company | 4,801,213 | 63 | 5,278,895 | 70 |
| 36XX | Non-controlling interests | 177,282 | 3 | 201,123 | 3 |
| 3XXX | Total equity | 4,978,495 | 66 | 5,480,018 | 73 |
| Total liabilities and equities | $ 7,596,552 | 100 | $ 7,499,870 | 100 |
The accompanying notes are an integral part of the consolidated financial statements
Lingsen Precision Industries, Ltd. and Subsidiaries
Statement of Comprehensive Income
For the Years from January 1 to December 31, 2025 and 2024
Unit: Expressed in NT$ thousand; except
earnings (loss) per share expressed in NT$
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 4 and 22) | $ 5,554,974 | 100 | $ 5,372,560 | 100 |
| 5000 | Operating costs (Note 10, 11 and 23) | 5,645,552 | 101 | 5,364,740 | 100 |
| 5900 | Gross profit (loss) | ( 87,578 ) | ( 1 ) | 7,820 | - |
| Operating expenses (Note 11 and 23) | |||||
| 6100 | Selling and marketing expenses | 54,912 | 1 | 55,017 | 1 |
| 6200 | General and administrative expenses | 194,475 | 4 | 202,611 | 4 |
| 6300 | Research and development expenses | 117,183 | 2 | 133,265 | 2 |
| 6450 | Expected credit impairment losses (gains) | ||||
| (Note 4 and 9) | 221 | - | 244 | - | |
| 6000 | Total operating expenses | 366,791 | 7 | 391,137 | 7 |
| 6900 | Net operating loss | ( 454,369 ) | ( 8 ) | ( 383,317 ) | ( 7 ) |
| Non-operating income and expenses (Note 4) | |||||
| 7100 | Interest income | 34,746 | 1 | 33,901 | 1 |
| 7110 | Rental income (Note 14) | 8,053 | - | 13,923 | - |
| 7130 | Dividend income | 4,243 | - | 3,212 | - |
| 7190 | Other income | 21,548 | - | 30,574 | - |
| 7210 | Gains on disposal of property, plant, and equipment | 2,034 | - | 1,440 | - |
| 7230 | Net gain (loss) on foreign exchange | ( 4,399 ) | 22,806 | - | |
| 7510 | Interest expenses | ( 24,841 ) | ( 1 ) | ( 22,184 ) | - |
| 7590 | Miscellaneous expenses | - | ( 1,774 ) | - | |
| 7000 | Total non-operating incomes and expenses | 41,384 | - | 81,898 | 1 |
| 7900 | Net loss before income tax | ( 412,985 ) | ( 8 ) | ( 301,419 ) | ( 6 ) |
| 7950 | Income tax benefits (expenses) | ||||
| (Note 4 and 24) | ( 5,109 ) | 3,785 | - | ||
| 8000 | Net loss from continuing operations | ( 418,094 ) | ( 8 ) | ( 297,634 ) | ( 6 ) |
| (Continued on next page) |
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8100 | Net profit (loss) from discontinued operations (Note 4 & 11) | $ - | - | $ 96,491 | 2 |
| 8200 | Net loss for the year | (418,094) | (8) | (201,143) | (4) |
| Other comprehensive income (loss) (Note 4) | |||||
| 8310 | Items not reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans (Note 20) | 37,212 | 1 | 86,161 | 1 |
| 8316 | Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income | 15,458 | - | 1,630 | - |
| 8349 | Income tax related to items that will not be reclassified subsequently (Note 24) | (7,442) | - | (17,232) | - |
| 45,228 | 1 | 70,559 | 1 | ||
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of the financial statements of foreign operations | (16,397) | - | 42,002 | 1 |
| 8300 | Other comprehensive income of the year (Net income after tax) | 28,831 | 1 | 112,561 | 2 |
| 8500 | Total comprehensive loss for the year | ($ 389,263) | (7) | ($ 88,582) | (2) |
| Net loss attributable to: | |||||
| 8610 | Owners of the company | ($ 394,253) | (7) | ($ 168,228) | (3) |
| 8620 | Non-controlling interests | (23,841) | (1) | (32,915) | (1) |
| 8600 | ($ 418,094) | (8) | ($ 201,143) | (4) | |
| Total comprehensive income attributable to: | |||||
| 8710 | Owners of the company | ($ 365,422) | (7) | ($ 55,667) | (1) |
| 8720 | Non-controlling interests | (23,841) | - | (32,915) | (1) |
| 8700 | ($ 389,263) | (7) | ($ 88,582) | (2) | |
| Loss per share (Note 25) | |||||
| From continuing and discontinued operations | |||||
| 9750 | Basic | ($ 1.05) | ($ 0.45) | ||
| 9850 | Diluted | ($ 1.05) | ($ 0.45) | ||
| From continuing operations | |||||
| 9710 | Basic | ($ 1.05) | ($ 0.71) | ||
| 9810 | Diluted | ($ 1.05) | ($ 0.71) |
The accompanying notes are an integral part of the consolidated financial statements
Lingsen Precision Industries, Ltd. and Subsidiaries
Consolidated Statement of Changes in Equity
For the Years from January 1 to December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | Common share capital(Note 21) | Capital surplus(Note 21) | Retained earnings (Note 21) | Other equity items (Note 4) | Treasury shares(Note 21) | Total | Non-controlling interests(Note 21) | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings (accumulated deficit) (Note 4) | Exchange differences on translation of the financial statements of foreign operations | Unrealized Valuation Gain/(Loss) on Financial Assets at Fair Value Through Other comprehensive income | |||||||||
| A1 | Balance at January 1, 2024 | $ 3,801,023 | $ 1,266,753 | $ 121,394 | $ 165,598 | $ 314,447 | ($ 18,711) | ($ 27,347) | ($ 176,415) | $ 5,446,742 | $ 234,038 | $ 5,680,780 | |
| B17 | Priors years appropriations of earningsReversal of special reserve | - | - | - | (72,715) | 72,715 | - | - | - | - | - | - | |
| C3 | Other change of capital surplus:Change due to receipt of gifts | - | 75 | - | - | - | - | - | - | 75 | - | 75 | |
| C15 | Capital reserve allotment of cash dividends | - | (114,031) | - | - | - | - | - | - | (114,031) | - | (114,031) | |
| C17 | Changes in other capital reserves | - | 78 | - | - | - | - | - | - | 78 | - | 78 | |
| M1 | Dividends are paid to subsidiaries to adjust capital reserves | - | 1,698 | - | - | - | - | - | - | 1,698 | - | 1,698 | |
| D1 | 2024 Net loss | - | - | - | - | (168,228) | - | - | - | (168,228) | (32,915) | (201,143) | |
| D3 | Other comprehensive income for 2024 | - | - | - | - | 68,929 | 42,002 | 1,630 | - | 112,561 | - | 112,561 | |
| D5 | Total comprehensive income (loss) of 2024 | - | - | - | - | (99,299) | 42,002 | 1,630 | - | (55,667) | (32,915) | (88,582) | |
| Z1 | Balance, December 31, 2024 | 3,801,023 | 1,154,573 | 121,394 | 92,883 | 287,863 | 23,291 | (25,717) | (176,415) | 5,278,895 | 201,123 | 5,480,018 | |
| B17 | Priors years appropriations of earningsReversal of special reserve | - | - | - | (14,488) | 14,488 | - | - | - | - | - | - | |
| C3 | Other change of capital surplus:Change due to receipt of gifts | - | 73 | - | - | - | - | - | - | 73 | - | 73 | |
| C15 | Capital reserve allotment of cash dividends | - | (114,031) | - | - | - | - | - | - | (114,031) | - | (114,031) | |
| M1 | Dividends paid to subsidiaries to adjust capital reserves | - | 1,698 | - | - | - | - | - | - | 1,698 | - | 1,698 | |
| D1 | 2025 Net loss | - | - | - | - | (394,253) | (394,253) | (23,841) | (418,094) | ||||
| D3 | Other comprehensive income (loss) in 2025 | - | - | - | - | 29,770 | (16,397) | 15,458 | - | 28,831 | - | 28,831 | |
| D5 | Total comprehensive income (loss) of 2025 | - | - | - | - | (364,483) | (16,397) | 15,458 | - | (365,422) | (23,841) | (389,263) | |
| Q1 | Disposal of investments in equity instruments designated as financial assets at fair value through other comprehensive income (Note 7) | - | - | - | - | 20,458 | - | (20,458) | - | - | - | - | |
| Z1 | Balance, December 31, 2025 | $ 3,801,023 | $ 1,042,313 | $ 121,394 | $ 78,395 | ($ 41,674) | $ 6,894 | ($ 30,717) | ($ 176,415) | $ 4,801,213 | $ 177,282 | $ 4,978,495 |
The accompanying notes are an integral part of the consolidated financial statements.
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Lingsen Precision Industries, Ltd. and Subsidiaries
Statement of Cash Flows
For the Years from January 1 to December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A00010 | Net loss before income tax from continuing operations | ($ 412,985) | ($ 301,419) |
| A00020 | Net profit before income tax from discontinued operations | - | ( 96,491) |
| A10000 | Net loss before tax for the year Income/expenses items | ( 412,985) | ( 204,928) |
| A20100 | Depreciation expense | 644,547 | 744,021 |
| A20300 | Expected credit impairment losses (gains) | 221 | 256 |
| A20900 | Interest expenses | 24,841 | 23,439 |
| A21200 | Interest income | ( 34,746) | ( 33,914) |
| A21300 | Dividend income | ( 4,243) | ( 3,212) |
| A22500 | Gains on disposal of property, plant and equipment | ( 2,034) | ( 2,013) |
| A23200 | Gains on disposal of investment accounted for by equity method | - | ( 161,534) |
| A23700 | Gain from price recovery and obsolete and slow-moving inventories | ( 8,671) | ( 13,309) |
| A23800 | Reversal of impairment loss recognised in profit on non-financial assets | ( 65) | ( 1,291) |
| A24100 | Unrealized foreign currency exchange net loss (profit) | 5,332 | ( 14,007) |
| A24700 | Lease modification benefits | ( 12) | - |
| A29900 | Amortization of prepayments | 13,880 | 13,668 |
| A29900 | Reversal for liabilities | ( 1,662) | ( 1,968) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31125 | Contract assets | ( 28,898) | 16,325 |
| A31130 | Notes receivable | - | 17 |
| A31150 | Accounts receivable | ( 223,185) | 73,935 |
| A31180 | Other receivables | ( 5,043) | 4,500 |
| A31200 | Inventories | ( 75,762) | 18,395 |
| A31240 | Other current assets | 4,287 | 27,117 |
| A31990 | Net defined benefit assets | ( 1,802) | 34,181 |
| A32130 | Notes payable | 2,889 | ( 5,055) |
| A32150 | Accounts payable | 164,698 | 3,989 |
| A32180 | Other payables | 10,542 | ( 5,854) |
| A32230 | Other current liabilities | 11,627 | 25,533 |
| (Continued on next page) |
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A33000 | Cash provided by operating activities | $ 83,756 | $ 538,291 |
| A33100 | Interest received | 35,416 | 33,052 |
| A33300 | Interest paid | ( 24,766) | ( 23,851) |
| A33500 | Income tax returned (paid) | ( 1,809) | 74,640 |
| AAAA | Net cash inflow from operating activities | 92,597 | 622,132 |
| Cash flows from investing activities | |||
| B00020 | Disposition of financial assets at fair value through other comprehensive income | 43,422 | - |
| B00040 | Acquisition of financial assets at amortised cost | - | ( 19,252) |
| B00050 | Disposition of financial assets at amortized cost | 100,000 | |
| B02300 | Proceeds from disposal of subsidiary (Note 26) | - | 323,490 |
| B02700 | Purchase of property, plant and equipment | ( 401,638) | ( 184,276) |
| B02800 | Proceeds from disposal of property, plant and equipment | 23,305 | 3,948 |
| B03700 | Decrease (Increase) in refundable deposits | ( 350) | 495 |
| B06700 | Increase in other non-current assets | ( 4,662) | ( 19,870) |
| B07100 | Increase in prepaid facilities amount | ( 106,444) | ( 36,105) |
| B07600 | Dividends received | 4,243 | 3,212 |
| BBBB | Net cash inflow (outflow) from investment activities | ( 342,124) | 71,642 |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term bank borrowings | 926,109 | 495,491 |
| C00200 | Decrease in short-term bank borrowings | ( 881,650) | ( 437,153) |
| C01600 | Proceeds from long-term bank borrowings | 682,340 | 107,270 |
| C01700 | Repayments of long-term bank borrowings | ( 340,391) | ( 419,446) |
| C03000 | Decrease in guarantee deposits received | 36 | ( 970) |
| C04020 | Repaid principal of lease liabilities | ( 5,606) | ( 5,902) |
| C04500 | Payment of cash dividends | ( 112,333) | ( 112,333) |
| C09900 | Uncollected overdue dividends | 73 | 75 |
| C09900 | Exercise of disgorgement | - | 78 |
| (Continued on next page) |
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| CCCC | Net cash inflow (outflow) from financing activities | $ 268,578 | ($ 372,890) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 16,316) | 6,517 |
| EEEE | Increase of cash and cash equivalents for the year | 2,735 | 327,401 |
| E00100 | Beginning cash and cash equivalents of the year | 1,544,076 | 1,216,675 |
| E00200 | End cash and cash equivalents of the year | $1,546,811 | $1,544,076 |
The accompanying notes are an integral part of the consolidated financial statements
Lingsen Precision Industries, Limited.
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is incorporated in accordance with the Company Act, named Lingsen Precision Industries, Limited.
Article 2: The scope of business of the company are as follows:
1. CC01080 Electronics Components Manufacturing.
2. F401010 International Trade.
3. D101040 Non-Public Electric Power Generation.
4. IZ99990 Other Industrial and Commercial Services (integrated circuit testing).
5. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company is located at No. 5-1, South 2nd Road, Tanzi District, Taichung City. It may set up domestic and international branches and offices by the resolution of the board of directors.
Article 4: Public announcement of the Company shall be made in accordance with the provisions of Article 28 of the Company Act.
Chapter 2 Capital Stock
Article 5: The total capital stock of the Company shall be in the amount of five billion New Taiwan Dollars, divided into 500 million shares, at ten New Taiwan Dollars each. The unissued share shall be authorized to the board of directors for issuance in batches depending on the business needs. A total of 10 million shares among the above total capital stock shall be reserved for issuing employee stock options.
Article 6: The share certificates printed by the Company are all registered and issued in accordance with the Company Act and relevant rules and regulations.
Article 6-1: The Company may issue shares without printing share certificate. If the Company prints any share certificate, it shall comply with the Company Act and relevant rules and regulations.
Article 7: The Company's shareholders shall use their true names. If a shareholder is a corporate shareholder, the name of such corporate shareholder shall be indicated thereon, and no other shareholder's name nor only the name of the representative of such corporate shareholder may be indicated thereof.
Article 8: Shareholders shall submit the specimen chop to the company for record and the same applies when there are changes. The specimen chop will serve as certification for any receipt of dividends and bonuses or exercise the shareholders' rights.
Article 9: When a shareholder processes the transfer of share certificates, he or she shall submit the complete transfer application with the signatures or chops of the transferor and transferee to the Company. It shall be effective against the Company when it is registered in the shareholders roster.
Article 10: The Company shall follow the provisions of the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.
Article 11: Registration for transfer of shares shall be suspended for a period of sixty days before the date of a regular shareholders meeting, and thirty days before the date of a special shareholders meeting, or within five days before the date on which dividends, bonus, or any other benefits is scheduled to be paid by the Company.
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Chapter 3 Shareholders' Meeting
Article 12: There are two kinds of shareholders' meetings: regular meeting and special meeting.
- The regular meeting shall be convened by the board of director within six months after the close of each fiscal year in accordance with the law.
- The special meeting shall be convened whenever necessary according to the laws and regulations.
Article 13: A notice regarding the date, venue, and the cause or subject of a meeting of shareholders to be convened shall be given to each shareholder no later than 30 days prior to the scheduled meeting date of a regular meeting; whereas 15 days prior to the scheduled meeting date of a special meeting.
The shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 14: Resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders' meeting within one month. If the tentative resolution is again adopted by a majority of those present who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding article.
When the Company holds a shareholder meeting, it shall adopt the exercise of voting rights by electronic means. A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person. Any related matters are handled in accordance with the laws and regulations.
Article 15: Each share shall be entitled to one vote except those shares for which the voting rights are restricted or excluded as stipulated in Article 179 of the Company Act.
Article 16: If for any reason a shareholder may not attend the shareholders' meeting, he or she may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization. The regulations on shareholders' attending the meeting in proxy shall refer to the "Rules on Attendance at the Shareholders' Meeting in Proxy for Public Offering Company" apart from referring to the Company Act.
Article 17: The shareholders' meeting shall be chaired by the chairman of the board of directors of the company. When the chairman is absent, one of the directors shall preside in accordance with Article 208 of the Company Act.
Article 18: The resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed with the chop of the chairman of the meeting. Such minutes shall be distributed to each shareholder within 20 days after the conclusion of the meeting.
The distribution under the preceding paragraph shall be handled in accordance with the Company Act.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained for the duration of the existence of the Company.
The attendance book by the shareholders present and the proxy form by the proxy shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Chapter 4 The Board of Directors and Audit Committee
Article 19:
The Company shall appoint seven to nine directors. The election of the directors adopts a candidate nomination system selected by the shareholders. The term of office for directors shall be three years and all directors shall be eligible for re-election, subject to the limitations imposed by relevant laws, rules and regulations regarding the tenure limits of independent directors.
The number of appointed directors earlier mentioned shall have no less than three independent directors and the same shall not be less than one third of the total number of directors of the Company.
The percentage of shareholdings of all the directors, qualifications of independent directors, and other related matters shall be handled in accordance with the laws and regulations by the competent authority.
Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
After election and by resolution from the board of directors, the Company shall obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.
The Company has set up an Audit Committee and Compensation Committee in accordance with the Securities and Exchange Act and regulations of the Competent Authority, and may also set up other functional committees.
The Audit Committee shall be composed of all independent directors.
The duties of the above functional committees shall be exercised in accordance with the Securities and Exchange Act, the Company Act, and other laws and regulations.
Article 19-1: (Deleted)
Article 20:
If the vacancies on the board of directors exceeds one third of the total number of directors, or all independent directors are discharged, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies.
Article 21:
In case no election of new directors is affected after 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.
Article 22:
The Board of Directors shall be formed by directors. The directors shall elect from among themselves the Chairman of the Board of Directors by a majority of votes cast by the directors present at the meeting attended by at least two-thirds of the directors. The Chairman shall conduct the business of the Company in accordance with applicable laws and regulations, the Articles of Incorporation of the Company, the resolutions adopted at shareholder’s meetings and the resolutions adopted by the Board of Directors.
Article 23:
The duties of the board of directors are as follows:
- Prepare business operations plan.
- Prepare surplus distribution and loss make-up proposal.
- Prepare to increase or decrease capital.
- Review the articles of incorporation and important contracts.
- Appointment and dismissal of the managers and important personnel.
- Set up and dissolve branches.
- Budget approval and final accounts preparation.
- Real estate trading and other business investment approval.
- Other duties delegated by the Securities and Exchange Act, the Company Act, and the shareholders’ meeting.
Article 24:
Business policy of the Company and other important matters shall be decided by resolutions adopted by the Board of Directors. Any meeting of Board of Directors shall be convened by the Chairman of the Board of Directors who shall also be the chairman of the meeting, except the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 of the Company Act. In case the chairman of the Board of Directors is absent, the acting shall be in accordance with Article 208 of the Company Act.
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The calling a board of directors meeting shall be notified to each director at least seven days in advance. In case of urgent circumstances, however, a meeting may be called at any time.
The cause or subject of a meeting of Board of Directors to be convened shall be indicated in the notice to be sent in writing, e-mail, or fax.
Article 25: Unless otherwise stated in the Company Act, a resolution of the board of directors shall be decided by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company. If a director is unable to attend a board of directors meeting in person, he or she shall appoint another director to attend the meeting in his or her place and give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. A proxy may accept a proxy from one person only.
Article 26: Matters relating to the resolutions of a board of directors meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy of the meeting minutes shall be distributed to each director within 20 days after the conclusion of the meeting. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained forever. The attendance book by the directors presented and the proxy form by the proxy shall be retained for at least one year.
Article 26-1: The Company shall pay the directors for performing their duties regardless of the Company's operating profit or loss. The compensation shall be decided by the board of directors depending on the involvement of the Company's operation and the value of contribution, and shall not exceed the maximum standard of the Company's Guidelines for Compensation Criteria.
Chapter 5 (Deleted)
Article 27: (Deleted)
Article 27-1: (Deleted)
Article 27-2: (Deleted)
Article 28: (Deleted)
Article 29: (Deleted)
Chapter 6 Managers and employees
Article 30: The Company may have one or more managerial personnel. The appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Articles 29 of the Company Act.
Chapter 7 Accounting
Article 31: The Company shall, at the end of each fiscal year, have the board of directors prepared the following reports 30 days before the regular shareholders' meeting and submit for the Audit Committee's review before proposing at the shareholders' meeting for acceptance:
- Business report.
- Financial statements.
- Earnings distribution or loss make-up proposal.
Article 31-1: If the Company gains profit at the end of the fiscal year (profit here equals to income before tax deducts employees' compensation and directors' compensation.), it shall, allocate not less than 8% for employee's compensation and not more than 2% for directors' compensation in accordance with the provisions of the Company Act, it shall also allocate not less than 2% for non-executive employee's compensation in accordance with the provisions of the Securities and Exchange Act. However, the Company's accumulated losses shall have been covered.
The employees' compensation under the preceding paragraph shall be distributed in the form of shares or in cash.
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Matters in the preceding two paragraphs shall be resolved by a majority vote at a meeting of board of directors attended by at least two-thirds of the total number of directors, and reported to the shareholders' meeting.
Article 32:
The Company takes into consideration the current and future development plan, investing environment, capital needs, and domestic and international competition, as well as shareholders' benefit for its dividend policy. If there is a net income in the final accounts of the Company, it shall, after paying all taxes and offsetting any loss from prior years, set aside ten percent of such profits as a legal reserve, and increase or rotate a special surplus reserve in accordance with the law or regulations of the competent authority, distribute dividend and bonus no less than 50% (If the shareholder dividends and bonuses are greater than NT$1 per share, at least 20% of the excess shall be allocated for cash dividends) and submitted to the shareholders' meeting for acceptance.
Chapter 8 Supplementary Provisions
Article 33:
The Company may act as a guarantor for companies in the same industry.
Article 34:
The total investment of the Company may be exempted from the reinvestment proportion limit in the Article 13 of the Company Act.
Article 35:
The organizational rules and operational procedures shall be determined otherwise.
Article 36:
In regard to all matters not provided for in these Articles of Incorporation, the Company Act and other laws and regulations shall govern.
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Article 37:
This Article of Incorporation was set up on April 12, 1973.
The first amendment was on March 24, 1976.
The second amendment was on May 26, 1977.
The third amendment was on November 3, 1977.
The fourth amendment was on June 3, 1978.
The fifth amendment was on December 28, 1978.
The sixth amendment was on October 27, 1979.
The seventh amendment was on September 24, 1980
The eighth amendment was on April 12, 1981.
The ninth amendment was on September 17, 1981.
The tenth amendment was on October 21, 1982.
The eleventh amendment was on November 25, 1983.
The twelfth amendment was on September 15, 1984.
The thirteenth amendment was on August 28, 1985.
The fourteenth amendment was on April 30, 1987.
The fifteenth amendment was on July 22, 1987.
The sixteenth amendment was on November 1, 1987.
The seventeenth amendment was on September 27, 1989.
The eighteenth amendment was on August 7, 1990.
The nineteenth amendment was on November 6, 1992.
The twentieth amendment was on July 24, 1993.
The twenty-first amendment was on June 29, 1994.
The twenty-second amendment was on June 20, 1995.
The twenty-third amendment was on May 14, 1996.
The twenty-fourth amendment was on May 30, 1997.
The twenty-fifth amendment was on March 17, 1998.
The twenty-sixth amendment was on May 3, 2000.
The twenty-seventh amendment was on April 12, 2001.
The twenty-eighth amendment was on May 30, 2002.
The twenty-ninth amendment was on June 14, 2005.
The thirtieth amendment was on June 12, 2006.
The thirty-first amendment was on June 4, 2010.
The thirty-second amendment was on June 15, 2011.
The thirty-third amendment was on June 6, 2012.
The thirty-fourth amendment was on June 18, 2013.
The thirty-fifth amendment was on June 10, 2015.
The thirty-sixth amendment was on June 15, 2016.
The thirty-seventh amendment was on June 12, 2019.
The thirty-eighth amendment was made on June 10, 2022.
The thirty-ninth amendment was on May 29, 2025.
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Lingsen Precision Industries, Ltd.
The Rules of Procedure for Shareholders' Meetings
Article 1: The rules of procedures for this Company's shareholders meetings, except as otherwise provided by other laws and regulations, shall be as provided in these Rules.
Article 2: The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders or with an attendance book to sign.
The number of shares in attendance shall be calculated according to the shares indicated by the attendance card and accepted shares at the video conference platform, handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 3: The attendance and the voting shall be calculated based on the number of shares.
Article 4: The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
When the company convenes the video shareholders' meetings, the restriction of convention location in the preceding paragraph does not apply.
Article 4-1: Any change to the convention method of the company's shareholders' meetings shall be resolved by the board of director and no later than mailing the shareholders meeting notice.
Article 4-2: When the company convenes the video shareholders' meetings, the chair and the record-keeper shall be at the same location within Taiwan. The chair shall announce the address of this location.
Article 5: The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the chairman shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.
If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting.
Article 6: The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.
Persons handling affairs of the Meeting shall wear identification cards or badges.
Article 7: The process of the Meeting shall be tape recorded or videotaped and these tapes shall be preserved for at least one year.
Where the company convenes the video shareholders' meetings, the company shall record and retain the records of the registration, enrollment, acceptance, inquiries, voting, and the results of vote calculation, and continuously record the video conference thoroughly, both audio and video. The records in the preceding paragraphs shall be properly retained during the Company's survival period, and the audio and video recordings are provided to the organizer of the video conference for custody.
Article 8: Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law.
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law.
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Article 9: The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.
Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.
The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.
Article 10: When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.
If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.
Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholder otherwise the chairman shall stop such interruption.
Article 11: Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
Article 12: A corporate shareholder may only appoint one representative to attend a shareholders meeting.
If a corporate shareholder 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 chairman may respond in person or appoint an appropriate person to respond.
Article 13-1: Where the company convenes the video shareholders' meetings, the shareholders attending the meeting via video conference may, after the chair declares the commencement of the meeting, till the adjournment, raise inquiries in text at the video conference platform for the shareholders' meeting. No more than two inquiries may be made to each proposal. The maximum length of the inquiries is 200 words, and Article 10 to 12 do not apply.
Article 14: The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.
Article 15: The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
Article 16: During the Meeting, the chairman may, at his discretion, set time for intermission.
Article 17: Except otherwise specified in the Company Law or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
Article 18: If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
Article 19: The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose.
Article 20: These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
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Lingsen Precision Industries, Ltd.
Shareholding of Directors
(I) In accordance with Article 26 of the Securities and Exchange Act, the minimum of required shareholdings of all directors by law is 15,204,093 shares.
(II) As of the book closure date, the shareholdings of directors recorded in the shareholder register are as follows:
(1) The shareholdings of all directors are 16,676,408 shares, which meets the requirement under Article 26 of the Securities and Exchange Act.
The shares held by independent directors shall not be counted in the calculation of director shareholdings.
(2) The company had set up Audit Committee; so there is no applicable for minimum required shareholding of supervisors by law.
(3) As of the book closure date (March 30, 2026), the shares held by directors are shown as follows:
| Position | Name | Shareholdings |
|---|---|---|
| Chairman | Shu-Chyuan Yeh | 14,626,754 |
| Director | Tse-Sung Tsai | 234,000 |
| Director | Sheunn-Ching Yang | 1,303,654 |
| Director | Pin-Chi Wei | 362,000 |
| Director | Pin-Wen Fang | 150,000 |
| Director | Te-Tung Yeh | 0 |
| Independent Director | Shun-Te Wen | 0 |
| Independent Director | Yu-Hsien Lee | 0 |
| Independent Director | Kuei-Yuan Wang | 0 |
| Total | 16,676,408 |
Note: Total common shares issued on March 30, 2026: 380,102,344 shares.
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