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LTC — AGM Information 2026
Jun 3, 2026
51997_rns_2026-06-03_d8b951f8-a4f1-4600-bd36-a19686b434ac.pdf
AGM Information
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Stock code 2301
Lite-On Technology Corporation
Annual General Meeting of Shareholders for 2026
Meeting Minutes
Date: May 20, 2026
Lite-On Technology Corporation 2026 Annual General Shareholders’ Meeting Minutes
Date: 9:00 a.m., May 20, 2026
Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City
(International Convention Center, Lite-On Technology Building)
Meeting format: Shareholders' meeting with video conferencing (held in-person with video conferencing support)
Video conferencing platform: Shareholders' meeting video conferencing platform of Taiwan Depository & Clearing Corporation Limited (TDCC) (website: https://stockservices.tdcc.com.tw)
Attending shareholders and proxy representing:
1,805,812,824 shares which accounts for 79.55% of total 2,269,771,542 outstanding shares (excluding 47,004,221 non-voting shares)
Director attendees:
Tom Soong (Chairman), Anson Chiu (Representative of Ta-Sung Investment Co., Ltd.), Sarina Lin (Representative of Ta-Sung Investment Co., Ltd.), Albert Hsueh (Chairman of Audit Committee), Mike Yang (Independent Director), MK Lu (Independent Director) and Jesse Ding (Independent Director). Seven members of the Board of Directors are present, which is over half of the nine seats on board.
Non-shareholding attendees:
Deloitte Touche Tohmatsu International Taiwan, Cheng, Shiuh-Ran, CPA
Chen & Lin Attorneys-at-Law, Jennifer Wang, Attorney
Chairman: Tom Soong
Recorder: Yawen Yang
I. Chairperson Calls Meeting to Order
The aggregate shareholding of the shareholders presents in person or by proxy constituted a quorum. The Chairman called the meeting to order.
II. Opening Remarks by the Chairperson (omitted)
III. Report Items (The chairperson will invite the shareholders present to speak after all the report items have been announced.)
i. 2025 Business Report (See Attachment 1)
ii. Audit Committee’s Review Report on 2025 Financial Statements (See Attachment 2-4)
iii. Audit Committee’s Report on communications between audit committees and chief internal auditor. (Please refer to Meeting Agenda)
iv. Report on 2025 Employees’ and Directors’ Compensation. (Please refer to Meeting Agenda)
v. Cash Distribution to Shareholders from 2025 Earnings (Please refer to Meeting Agenda)
vi. The status of issuance of the first and second tranche of unsecured convertible corporate bonds in Taiwan. (Please refer to Meeting Agenda)
vii. Merger items. (Please refer to Meeting Agenda)
viii. The status of the share buyback program. (See Attachment 5)
The proceedings of the meeting: The questions raised by the shareholders present.
Questions raised by the shareholders’ number 607787:
AI data centers in Europe and the U.S. focus a lot on ESG and green energy. Will the Company develop products like fuel cells to meet RE100 needs?
Response from the General Manager:
We do not need to make fuel cells to meet RE100. We are not investing in fuel cells now. Instead, we focus on reducing the carbon footprint of our products and designing them to meet our “555” carbon reduction goals.
IV. Proposals Items
Proposed by the Board of Directors
i. Proposal: Adoption of 2025 Financial Statements.
Explanation:
- 2025 consolidated and standalone financial statements have been audited by Certified Public Accountant Cheng, Shiuh-Ran and Certified Public Accountant Chen, Chien-Wei of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on February 25, 2026.
- The aforementioned financial statements and business report were reviewed by the Audit Committee.
- For the 2025 business report, please refer to Attachment 1.
- For the 2025 financial statements, please refer to Attachments 2 & Attachment 3.
- Please proceed to adopt.
Resolution:
No questions raised by the shareholders. The above proposal was hereby approved as proposed.
Shares represented at the time of voting 1,802,228,974.
| Item | Shares (including shares voted via electronic transmission) |
|---|---|
| Shares voted for the proposal | 1,701,190,109 shares, 94.39% of the total represented shares present. |
| Shares voted against the proposal | 403,196 shares |
| Abstained shares | 100,635,669 shares |
| Invalid shares | 0 shares |
Proposed by the Board of Directors
ii. Proposal: Adoption of 2025 Earnings Distribution.
Explanation:
- In Fiscal Year 2025, the Company made a net profit of NT$15,115,934,105. By adding unallocated retained earnings of the previous year of NT$20,276,396,662 and adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$51,466,993, adding adjustments on employee restricted stock of NT$53,637,828, less adjustments on the equity method investments recognized in retained earnings of NT$171,476,117, less cancellation of Treasury Shares recognized in retained earnings of NT$1,194,504,681, setting aside 10% of net profit as legal reserve of NT$1,385,505,813 and special reserve of NT$1,994,315,655, total distributable earnings for the year end amounted to NT$30,751,633,322. For the Earnings distribution table and descriptions, see Attachment 6.
- Please proceed to adopt.
Resolution
No questions raised by the shareholders. The above proposal was hereby approved as proposed.
Shares represented at the time of voting: 1,802,228,974.
| Item | Shares (including shares voted via electronic transmission) |
|---|---|
| Shares voted for the proposal | 1,702,928,364 shares, 94.49% of the total represented shares present. |
| Shares voted against the proposal | 435,092 shares |
| Abstained shares | 98,865,518 shares |
| Invalid shares | 0 shares |
V. Discussion Items
Proposed by the Board of Directors
i. Discussion of the Amendment to "Articles of Incorporation"
Explanation:
- In response to the strategic needs arising from the expansion of the Company's global footprint, the development of new businesses and diversification, as well as the forward-looking deployment of emerging technologies and business models, and in order to strengthen working capital, taking into account the timeliness and convenience of fundraising, enhance flexibility in capital utilization, and reinforce long-term growth momentum, the Company proposes to amend its Articles of Incorporation to increase the authorized capital from NTD 35
billion to NTD 50 billion, so as to facilitate future business development and enhance the Company's overall competitiveness.
- Please refer to Attachment 7 for a comparison of the contents before and after amendment.
- Please refer to Appendix 2 in meeting agenda for the full contents before amendment.
- Please discuss and resolve.
Resolution:
No questions raised by the shareholders. The above proposal was hereby approved as proposed.
Shares represented at the time of voting: 1,802,228,974
| Item | Shares (including shares voted via electronic transmission) |
|---|---|
| Shares voted for the proposal | 1,693,568,867 shares, 93.97% of the total represented shares present. |
| Shares voted against the proposal | 4,923,552 shares |
| Abstained shares | 103,736,555 shares |
| Invalid shares | 0 shares |
Proposed by the Board of Directors
ii. Discussion of the Amendment to "Procedures for Acquisition and Disposal of Assets"
Explanation:
- In response to the Company's global operations and expansion in asset scale, and in order to enhance overall efficiency and flexibility in the utilization of funds, as well as to strengthen the distinction and management between general investments and long-term strategic investments, it is proposed to amend the "Procedures for the Acquisition and Disposal of Assets". Upon amendment, the Procedures will be implemented in accordance with the Company's internal management regulations to further reinforce corporate governance and internal control mechanisms, thereby facilitating the proper execution of the Company's operational and investment decisions.
- Please refer to Attachment 8 for a comparison of the contents before and after amendment.
- Please discuss and resolve.
Resolution
No questions raised by the shareholders. The above proposal was hereby approved as proposed.
Shares represented at the time of voting: 1,802,228,974
| Item | Shares (including shares voted via electronic transmission) |
|---|---|
| Shares voted for the proposal | 1,119,749,617 shares, 62.13% of the total represented shares present. |
| Shares voted against the proposal | 476,786,675 shares |
| Abstained shares | 205,692,682 shares |
| Invalid shares | 0 shares |
Proposed by the Board of Directors
iii. Discussion of the Amendment to "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees"
Explanation:
- In response to the Company's continued expansion of its global operating footprint and the development of new businesses, and taking into account the capacity expansion and working capital requirements of the Company and its overseas subsidiaries, in order to enhance the flexibility and efficiency of overall fund utilization, it is proposed, in compliance with applicable laws and regulations, to amend the Company's "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees." The proposed amendment seeks to increase the upper limit on endorsement and guarantee amounts to support overall operations and long-term development.
- Please refer to Attachment 9 for a comparison of the contents before and after amendment.
- Please discuss and resolve.
Resolution:
No questions raised by the shareholders. The above proposal was hereby approved as proposed.
Shares represented at the time of voting: 1,802,228,974
Proposed by the Board of Directors
iv. The issuance of new common shares for cash to sponsor issuance of Overseas Depositary Receipts and/or the private placement of common shares.
Explanation:
- To meet the Company’s funding requirements for long-term strategic development and operational growth—including, but not limited to, replenishment of working capital, overseas expansion, construction of plants, acquisition of machinery and equipment, equity investments, and other funding needs in support of the Company’s future development—and in consideration of the internationalization and diversification of fundraising methods, it is proposed that, within a limit of no more than 200 million common shares, the Company conduct a cash capital increase through the issuance of new shares to sponsor the issuance of Overseas Depositary Receipts and/or the private placement of common shares (hereinafter referred to as the “Proposal”).
With respect to the actual issuance method under the Proposal, it is proposed to submit the matter to the Shareholders’ Meeting for authorization of the Board of Directors to determine, based on market conditions and the Company’s operational needs, whether to proceed with one method or a combination thereof.
-
For details regarding the issuance methods and relevant terms of the Proposal, please refer to attachment 10.
-
The rights and obligations of the new shares to be issued under the Proposal shall be the same as those of the existing issued common shares.
-
As of March 23, 2026, the Company has 2,316,775,763 issued and outstanding common shares. Upon realization of the benefits from this capital increase, it is expected to enhance the Company’s overall competitiveness and profitability, while also improving the equity ratio and strengthening the financial structure.
The maximum number of common shares to be issued under the Proposal is 200 million shares, representing approximately 8.63% of the issued and outstanding common shares, and is not expected to have a material adverse impact on the shareholders’ equity.
-
The material terms of the Proposal, including the total amount to be issued, issuance conditions, project plans, projected schedule for the use of funds, expected benefits, and other related matters not otherwise specified, are proposed to be submitted to the Shareholders’ Meeting for authorization of the Board of Directors to determine in accordance with applicable regulations of the competent authorities and based on market conditions and the Company’s operational needs.
-
Should any revisions become necessary due to changes in laws or regulations, opinions of the competent authorities, or changes in objective circumstances, it is proposed to submit the matter to the Shareholders’ Meeting for authorization of the Board of Directors to handle such matters at its full discretion.
[Supplementary Explanation]
In accordance with the letter issued by the Securities and Futures Investors Protection Center (the “SFIPC”) on April 9, 2026 (Ref. No. 11510001097), the Company provides the following supplementary explanation:
[Content of the Letter]
According to the Company’s planned agenda for the upcoming Annual General Meeting, a proposal for a private placement of securities will be discussed. Based on material information disclosed on the Market Observation Post System, the Company acquired a 40% equity interest in U-MEDIA Communications Inc. (hereinafter referred to as “U-MEDIA”), an OTC company, on March 12, 2026, through a cash transaction.
Please clarify whether the potential investors in this private placement may include major shareholders of the previously acquired company. In addition, please provide a detailed explanation of the method and purpose for selecting the investors, as well as the necessity and reasonableness of conducting this private placement. These matters should be fully explained to shareholders and recorded in the minutes at the 2026 Annual General Meeting to be held on May 20.
【Company's Explanation】
(1) In the fiscal year 2026, the Company obtained control of U-MEDIA through a public tender offer conducted via a previous institution. Accordingly, the tendered shares and quantities were allocated to responding shareholders sequentially on a pro-rata basis in accordance with the applicable random allocation method.
For this public tender offer, except for cases where internal personnel of U-MEDIA intended to participate and were reported in advance in accordance with Article 22-2 of the Securities and Exchange Act, thereby allowing the Company to be aware of their participation, the Company had no means of knowing the identities of the other tendering shareholders.
(2) Upon completion of the acquisition of U-MEDIA, the Company held a 40% equity interest therein. In the financial statements for the first quarter of 2026, audited by certified public accountants, U-MEDIA was accounted for as an investee under the equity method and has become an affiliated company of the Company.
Pursuant to Article 4, Paragraph 1, Subparagraph 2 of the "Regulations Governing Public Offering and Issuance of Securities by Public Companies" concerning the "specified persons selection method":
"If the subscribers are internal personnel or related parties of the company, the company shall fully discuss in the board of directors meeting the list of subscribers, the selection method and purpose, as well as the relationship between the subscribers and the company, and disclose such matters in the notice of shareholders' meeting. If such procedures are not followed, the aforementioned personnel shall not participate in the subscription."
Furthermore, in the Company's material information announcement dated March 24, 2026, the Company clearly stated that it intends to "expand operational scale and introduce strategic investors...". This indicates that the subscribers have been defined as strategic investors rather than the Company's internal personnel or related parties. Accordingly, in the subsequent private placement process, U-MEDIA and its internal personnel will not be permitted to participate in the subscription.
(3) The Company has proposed a private placement of common shares with cash capital increase at the 2026 annual general shareholders' meeting. The purpose of this private placement is to meet the Company's long-term strategic development and operational growth funding needs, including but not limited to strengthening working capital, overseas expansion, factory construction, purchase of machinery and equipment, investment transformation, and other funding purposes aligned with the Company's future development. This private placement proposal has been approved by the shareholders' meeting.
When proceeding with the private placement, the selection of subscribers shall be conducted in accordance with Article 43-6 of the Securities and Exchange Act by specifying eligible people. Where the subscribers are strategic investors, they shall be individuals or legal entities capable of contributing to the Company's benefits, such as enhancing technology, developing products, reducing costs, expanding markets, or strengthening customer relationships. Through their experience, technology, knowledge, reputation, or channels, such investors are expected to improve the Company's competitiveness, operational performance, or profitability.
The actual issuance price of this private placement shall be determined in accordance with the pricing basis approved by the shareholders' meeting. The subsequent procedures for the private placement shall also comply with the "Directions for Public Companies Conducting Private Placements of Securities" and other applicable laws and regulations.
In summary, the targets of the Company's private placement will not fall within the scope questioned by the Taipei Exchange regarding whether "the subscribers of this private placement may include major shareholders of the company being acquired."
- Please discuss and resolve.
Resolution:
The above proposal was hereby approved as proposed.
Shares represented at the time of voting: 1,802,228,974
| Item | Shares (including shares voted via electronic transmission) |
|---|---|
| Shares voted for the proposal | 1,502,255,912 shares, 83.35% of the total represented shares present. |
| Shares voted against the proposal | 194,124,126 shares |
| Abstained shares | 105,848,936 shares |
| Invalid shares | 0 shares |
The proceedings of the meeting: The questions raised by the shareholders present and via video conference are as follows.
Questions raised by the shareholders' number 0564406:
What is the progress of the equity integration between the Company and U-MEDIA Communications Inc.?
Response from the General Manager:
A comprehensive execution plan has been established. The primary objective is to complement each other's technologies and product portfolios, thereby generating a synergistic effect where $1 + 1$ is greater than 2.
Questions raised by the shareholders' number 0502861:
In recent years, Southeast Asia (such as Thailand and Vietnam) has faced severe power shortages and water scarcity under extreme climate conditions. Lite-On has committed to achieving $100\%$ renewable energy usage by 2040. However, in regions such as Southeast Asia where green electricity policies and market mechanisms are still relatively underdeveloped, is the Company's current progress in green power procurement or the installation of solar energy systems in line with expectations? Given the potential continued increase in green electricity costs, how does the Company plan to control energy cost expenditure for green operations to ensure that future net profits and shareholder returns are not adversely affected?
Response from the Corporate Sustainability Officer:
In Thailand and Vietnam, green electricity is not yet widely available; therefore, the Company currently adopts the purchase of renewable energy certificates (RECs). In addition, the Company plans to install solar power systems on factory rooftops in its Vietnam operations in the future to reduce green energy costs.
Response from the General Manager:
The trend toward green electricity is a common challenge faced by all companies. From a cost perspective, both labor and electricity are essential components of operational expenses. The most critical factor remains the competitiveness of the Company's products.
Questions raised by the shareholders' number 500257:
It is suggested that the Company establish a product showroom showcasing AI power infrastructure and related solutions, for visits by academic institutions or organizations.
Response from the Chairman:
Thank you for the shareholder's suggestion.
VI. Provisional Motions: None
VII. Adjournment: 9:47a.m. on the same day.
(The minutes of this shareholders' meeting shall state only the main subject of the meeting and the outcome of the motion; the content of the meeting and the shareholders' speech shall still be subject to the audio and video record of the meeting)
Chairman: Tom Soong
Recorder: Yawen Yang
Attachment 1
LITE-ON Technology Corporation Business Report
Dear Shareholders,
The global market has been volatile over the past year, with rapid changes in the technology industry, tariff frictions, currency fluctuations, and global supply chain restructuring, bringing many challenges to various industries. 2025 marks LITEON's 50th anniversary, which is not only an important milestone, but also a new starting point for us to become a world-class enterprise where we look to the future while staying grounded in the existing solid foundation. With our presence spanning opto-electronics, power management, networking, and automotive sectors, LITEON is embracing the new wave of industry transformation driven by AI and energy. Through agile and flexible response strategies and global deployment, LITEON is proactively tackling challenges and achieving breakthroughs, steadily building next-generation technologies and solutions for green data centers, and creating growth momentum in our operations and financial performance.
LITEON's global consolidated revenue in 2025 was NT$166.1 billion. By promoting high growth and high-value business as well as optimization of the resilience and operational efficiency of the company's global supply chain, LITEON achieved a full-year operating gross profit margin and operating profit margin of 22.9% and 10.1% respectively. Creating greater value for shareholders and fulfilling the commitment to providing more shareholder returns, the net profit after taxes was NT$15.1 billion; earnings per share (EPS) was NT$6.64; and the cash dividend per common share reached NT$5 per share.
Improving Profitability as the Top Priority
LITEON's gross profit margin has risen year by year from 17.4% in 2020 to 22.9% in 2025. The operating profit margin has also risen from 6.5% to 10.1% with growing profitability. EPS has risen from NT$4.31 to NT$6.64. Meanwhile, the return on invested capital (ROIC) has risen to 48% from 28% in 2020. The sharp increase reflected LITEON's improvement of high growth and high value businesses, active management of working capital, and optimization of capital input and operational efficiency.
Growth-driven Businesses Accounting for Over 60%
The plan for growth businesses covers cloud computing and IoT, as well as opto-electronics (including automotive electronics). Contribution to revenue from growth businesses rose from 49% in 2020 to 62% in 2025. The remaining 38% came from the cash-flow-stable information and consumer electronics division, which is the right direction towards the target portfolio.
Optimization of Operating Model
Driven by market demand, LITEON is proactively transforming into a system integrator and solutions provider. In the context of international competition, we continue to invest in cutting-edge technology research and development, and are committed to increasing the density of our R&D talent. In 2025, R&D expenses reached 5.3% of revenue, a significant increase compared to 3.2% in 2020. The main investments are in AI data center power solutions, optoelectronic semiconductors, 5G network communication technology and emerging businesses. We are focusing on enhancing technological barriers, proactively expanding industry partners, creating an industry alliance ecosystem where "1+1>2", in order to expand growth strength and opportunities.
New Products and Technology Development
Based on the core values of "ONE Voyage, ONE Heart," we focus on investing in high-growth and high-value core businesses and launching next-generation solutions in response to market and customer needs.
LITEON is a leading manufacturer for next-generation key AI infrastructure globally. At Supercomputing, the world's high-performance computing conference in St. Louis, USA in 2025, LITEON showcased a series of solutions compliant with the ORV3 standard and built on NVIDIA architecture, integrating power, rack, liquid cooling systems, and next-generation 800V DC Power Rack (high-voltage DC step-down power supply cabinet) which help data center customers quickly build high-efficiency, low-energy AI infrastructure.
LITEON continues to strengthen its expertise in the opto-electronic field, proactively developing high-efficiency, low-energy-consumption light sources and opto-electronic semiconductor products. Meanwhile, we focus on developing high-end optocoupling technology which is applied to key areas such as new energy, energy storage, vehicle electronics and industrial control in order to provide efficient, reliable and stable solutions. We are committed to promoting industrial upgrading and accelerating sustainable development.
Benefiting from the rapid development of 5G and next-generation communication technologies, LITEON accelerates the commercialization of 5G+ and AI-RAN technologies, launching high-efficiency small base stations and integrated private network solutions. Furthermore, we also adopt AI management to comprehensively improve the networking performance and energy efficiency of various fields.
Adhering to the core principles of system integration, innovation, and sustainability, we consistently strengthen our leading position in the fields of AI data centers, networking, opto-electronics, and automotive technologies, and enhance the depth of our product technology and cross-ecosystem integration capabilities, creating greater value and long-term growth momentum for our global customers.
Transparency and Integrity: A Model Enterprise
Integrity, transparency, and accountability are important principles that support LITEON's sustainable development and continuous growth. For four consecutive years, we have received the highest recognition in the Corporate Governance Evaluation Survey and have been ranked among the top 5% of listed companies, demonstrating continuous improvement in maintaining our corporate governance management measures.
Environmental Commitments: 555 Carbon Reduction Action
LITEON's sustainable strategy adopts green operations and develop low-carbon products in active response to the challenges of climate change. We have
been approved by the Science Based Targets initiative (SBTi) and have joined the RE100 initiative to achieve the target of net zero emissions by 2050. Furthermore, with 2023 as the base year, we have set an absolute carbon reduction target of 58.8% by 2033. In terms of supply chain management, we promote the 555 Carbon Reduction Action, where we leverage our influence on smaller enterprises in the industry to accelerate the transformation of the supply chain through carbon inventory guidance, energy health checks, research and development on low-carbon materials and internal carbon fee system, creating a low-carbon and sustainable industrial ecosystem.
Sustainable Talent, LITEON THE WAY
LITEON puts people first and has created a corporate culture of "Easy to Work With, Willing to Share". With "ELITE Talent Development System 2.0" as the core mechanism, we promote leadership development, digital transformation, AI empowerment and international recruitment in order to create a talent ecosystem with international competitiveness, facilitating the common growth of talents and enterprises. Furthermore, we continue to optimize employee care in three major directions: "diversified benefits", "family/child care policy", and "gender equality". Furthermore, we also promote digital monitoring of occupational safety and health, improve management efficiency and reduce personnel risks, so that LITEON employees can work and live with peace of mind.
Social Engagement: Initiatives for Mutual Benefit
LITEON first organized the -1111 EcoRevolve Shopping Fair in 2023 with the themes "EcoRevolve Treasures" and "Mindful Minimal Consumption" to raise public awareness and take action for sustainability. The 2026 event was hosted by Videoland Inc., bringing together numerous benchmark enterprises from a diverse range of fields, including finance, law, technology, and manufacturing. The event will continue the virtuous cycle, and achieve long-term environmental and social value.
Year One: A New Chapter and Vision
In 2026, LITEON launched the new "Year One" initiative where we will challenge the status quo with fresh perspectives and standards, redefine and shape our future vision, and steadily move towards becoming a world-class sustainable enterprise.
In the face of rapid global technological changes and industrial reshaping, LITEON, with a longer-term vision and agile organizational resilience, is driving operational transformation and business upgrades, focusing on high-value-added, technology-driven core areas to strengthen corporate competitiveness and sustainable growth momentum.
With rapid increase in demand for computing power and AI infrastructure from leading international customers, LITEON is simultaneously expanding our global operations and proactively increasing investment in key regions such as Taiwan, the United States, and Vietnam. We seek to build a more resilient, robust, and competitive global supply chain system, and accelerate the provision of world-class scale capacity and overall strength.
With the rapid development of cloud computing, data centers are embarking on a new era of high computing density. As such, LITEON is driving next-generation data center solutions with leading technology. Collaborating with NVIDIA and global data center customers to develop 800V DC high-voltage power cabinets and liquid cooling solutions, LITEON effectively reduces energy consumption, improves heat dissipation efficiency and frees up rack space, making us a key partner for megawatt-level AI infrastructure. To deepen international cooperation, LITEON has also joined hands with Singapore's ST Telemedia Global Data Centres (STT GDC) and Nanyang Technological University to create Southeast Asia's first high-voltage direct current (HVDC) power supply testbed, the FutureGrid Accelerator. The testbed effectively reduces power consumption and facility space, improves renewable energy compatibility, sets a new standard for regional AI infrastructure, and promotes the comprehensive upgrade of Asian data centers.
In response to the global trend of innovation and sustainable transformation, LITEON proactively connects startups in Taiwan and around the world through the LITEON+ Startup Platform. The 2025 LITEON+ Demo Day brought together seven global teams covering fields such as AI, low-carbon materials, sensing technology and sustainable manufacturing processes. Moreover, LITEON collaborated with Plug and Play Japan to attain international resources, creating a thriving startup ecosystem. We also deepened strategic cooperation with Japan's Elephantech in green manufacturing, promoting the application and adoption of low-carbon printed circuit boards (PCBs) in production sites, and further upgrading the low-carbon green supply chain.
Standing at a brand-new starting point, LITEON joins hands with shareholders, customers, employees and partners to move towards the next stage of growth. We will continue to focus on our core growth businesses and strengthen our competitiveness, aspiring to be a world-class enterprise and welcoming LITEON's Year One Initiative with a new vision and rhythm. We would like to give thanks to all of our partners for their long-term support and trust. Faced with a rapidly changing environment, we will stay true to our original aspirations, maintain our enthusiasm, and take clever and pragmatic steps in a decisive manner to embark on a more secure and brilliant new chapter for LITEON.
Tom Soong
LITE-ON Chairman
Anson Chiu
LITE-ON President
Michelle Hsiao
Accounting Manager
Attachment 2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Lite-On Technology Corporation
Opinion
We have audited the accompanying consolidated financial statements of LITE-ON TECHNOLOGY CORPORATION (the "Company") and its subsidiaries (collectively referred to as 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 notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
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 Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 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.
The key audit matter identified in the audit of the Group's consolidated financial statements for the year ended December 31, 2025 is as follows:
Occurrence of Revenue from Specific Products
The Group's growth in operating revenue is primarily driven by high-end cloud server power supplies and related products. Revenue in the industry in which the Group operates is susceptible to global economic conditions, end-market demand, and supply chain fluctuations. As fluctuations in such revenue have a significant impact on the Group's financial statements for the year, there is a risk that revenue recognized may not fully comply with the recognition criteria under IFRS.
Refer to Note 4 to the consolidated financial statements for a summary of material accounting policy information. Refer to Note 24 to the consolidated financial statements for the information related to revenue recognition.
Our audit procedures performed in response to the above matter included the following:
- We understood and tested the design and operating effectiveness of internal controls relevant to the revenue recognition for specific product sales.
- We selected samples from the transaction details of specific products and inspected supporting documents, such as orders, delivery notes, and cash collection records, to confirm the occurrence of revenue recognition.
Other Matter
We have also audited the parent company-only financial statements of LITE-ON TECHNOLOGY CORPORATION as of, and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' 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 Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
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 entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicated to 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 described these matters in our auditors’ report unless law or regulation precludes public disclosure of the matter, or, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Shiuh-Ran Cheng and Chien-Wei Chen.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 25, 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 audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ 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’ report and consolidated financial statements shall prevail.
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
Attachment 2-1
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 80,974,352 | 39 | $ 100,683,607 | 49 |
| Financial assets at fair value through profit or loss (Note 7) | 1,008,694 | 1 | 932,733 | 1 |
| Contract assets (Note 24) | 138,925 | - | 191,962 | - |
| Notes receivable, net (Note 11) | 307,708 | - | 116,682 | - |
| Trade receivables, net (Note 11) | 42,004,486 | 20 | 37,060,192 | 18 |
| Trade receivables from related parties (Note 33) | 5,591 | - | 5,418 | - |
| Other receivables (Note 11) | 913,798 | 1 | 788,979 | 1 |
| Other receivables from related parties (Note 33) | 45,735 | - | 26,430 | - |
| Inventories, net (Note 12) | 34,262,301 | 17 | 26,817,093 | 13 |
| Other current assets (Note 19) | 4,359,364 | 2 | 2,493,519 | 1 |
| Total current assets | 164,020,954 | 80 | 169,116,615 | 83 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss (Note 7) | 1,012,599 | 1 | 1,130,079 | 1 |
| Financial assets at fair value through other comprehensive income (Note 8) | 1,035,795 | 1 | 998,693 | - |
| Financial assets at amortized cost (Note 9) | 418,854 | - | 375,743 | - |
| Investments accounted for using the equity method (Note 14) | 4,108,434 | 2 | 4,465,232 | 2 |
| Property, plant and equipment, net (Notes 15 and 33) | 24,752,406 | 12 | 18,775,950 | 9 |
| Right-of-use assets, net (Note 16) | 1,756,906 | 1 | 1,758,610 | 1 |
| Investment properties, net (Note 17) | 1,172,748 | 1 | 1,224,991 | 1 |
| Intangible assets, net (Note 18) | 3,059,813 | 1 | 3,156,476 | 1 |
| Deferred tax assets (Note 26) | 2,245,726 | 1 | 1,627,516 | 1 |
| Refundable deposits | 895,244 | - | 1,158,198 | 1 |
| Net defined benefit assets (Note 22) | 435,042 | - | 366,093 | - |
| Other non-current assets (Note 19) | 772,862 | - | 528,573 | - |
| Total non-current assets | 41,666,429 | 20 | 35,566,154 | 17 |
| TOTAL | $ 205,687,383 | 100 | $ 204,682,769 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 20) | $ 20,029,354 | 10 | $ 30,187,483 | 15 |
| Financial liabilities at fair value through profit or loss (Note 7) | 430,380 | - | 7,011 | - |
| Contract liabilities (Note 24) | 440,197 | - | 309,428 | - |
| Notes payable | 85 | - | 42 | - |
| Trade payables | 53,605,854 | 26 | 43,124,896 | 21 |
| Trade payables to related parties (Note 33) | 1,805 | - | 712 | - |
| Other payables | 21,532,280 | 11 | 19,647,011 | 10 |
| Current tax liabilities | 8,214,048 | 4 | 7,243,158 | 4 |
| Provisions (Note 21) | 637,371 | - | 936,777 | - |
| Lease liabilities (Note 16) | 440,134 | - | 467,953 | - |
| Advance received (Note 33) | 4,265,724 | 2 | 5,944,774 | 3 |
| Total current liabilities | 109,597,232 | 53 | 107,869,245 | 53 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 20) | 3,000,000 | 2 | 3,000,000 | 2 |
| Deferred tax liabilities (Note 26) | 2,107,581 | 1 | 2,073,619 | 1 |
| Lease liabilities (Note 16) | 860,114 | - | 707,264 | - |
| Guarantee deposits | 143,663 | - | 121,917 | - |
| Total non-current liabilities | 6,111,358 | 3 | 5,902,800 | 3 |
| Total liabilities | 115,708,590 | 56 | 113,772,045 | 56 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||
| Share capital | ||||
| Ordinary shares | 23,167,758 | 11 | 23,472,500 | 11 |
| Capital surplus | 21,560,557 | 11 | 22,716,565 | 11 |
| Retained earnings | ||||
| Legal reserve | 20,921,984 | 10 | 19,606,085 | 10 |
| Special reserve | 7,440,154 | 4 | 22,685 | - |
| Unappropriated earnings | 21,470,798 | 10 | 26,670,784 | 13 |
| Total retained earnings | 49,832,936 | 24 | 46,299,554 | 23 |
| Other equity | (2,012,223) | (1) | 1,011,497 | - |
| Treasury shares | (2,726,963) | (1) | (2,726,963) | (1) |
| Total equity attributable to owners of the Company | 89,822,065 | 44 | 90,773,153 | 44 |
| NON-CONTROLLING INTERESTS | 156,728 | - | 137,571 | - |
| Total equity | 89,978,793 | 44 | 90,910,724 | 44 |
| TOTAL | $ 205,687,383 | 100 | $ 204,682,769 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
Attachment 2-2
CONSOLIDATED STATEMENTS 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 | % | |
| OPERATING REVENUE, NET (Notes 24 and 33) | $ 166,084,859 | 100 | $ 137,133,894 | 100 |
| OPERATING COST (Notes 12, 25 and 33) | (128,045,601) | (77) | (107,504,163) | (78) |
| GROSS PROFIT | 38,039,258 | 23 | 29,629,731 | 22 |
| OPERATING EXPENSES (Notes 16, 25 and 33) | ||||
| Selling and marketing expenses | (7,628,845) | (5) | (5,184,032) | (4) |
| General and administrative expenses | (4,965,171) | (3) | (3,990,419) | (3) |
| Research and development expenses | (8,721,048) | (5) | (7,476,433) | (5) |
| Expected credit gain (loss) reversal (Notes 11 and 24) | 13,608 | - | (44,914) | - |
| Total operating expenses | (21,301,456) | (13) | (16,695,798) | (12) |
| OPERATING INCOME | 16,737,802 | 10 | 12,933,933 | 10 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income (Note 33) | 1,348,535 | 1 | 865,747 | 1 |
| Other gains and losses (Notes 15, 18 and 25) | 466,850 | - | 367,122 | - |
| Finance costs (Note 25) | (1,429,804) | (1) | (1,516,464) | (1) |
| Interest income | 2,503,718 | 2 | 2,969,687 | 2 |
| Share of profit of associates accounted for using the equity method | 86,066 | - | 14,610 | - |
| Total non-operating income and expenses | 2,975,365 | 2 | 2,700,702 | 2 |
| PROFIT BEFORE INCOME TAX | 19,713,167 | 12 | 15,634,635 | 12 |
| INCOME TAX EXPENSE (Note 26) | (4,601,373) | (3) | (3,674,139) | (3) |
| NET PROFIT FOR THE YEAR | 15,111,794 | 9 | 11,960,496 | 9 |
| OTHER COMPREHENSIVE (LOSS) INCOME (Notes 23 and 26) | ||||
| Items not reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | 61,815 | - | 193,073 | - |
| Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | (379,869) | - | 437,389 | - |
| Loss on hedging instruments subject to basis adjustment | - | - | (124,592) | - |
| (Continued) |
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS 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 | % | |
| Share of other comprehensive income of associates accounted for using the equity method | $ 17,575 | - | $ 118 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | (12,030) | - | (38,639) | - |
| (312,509) | - | 467,349 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | (3,475,551) | (2) | 5,173,360 | 4 |
| Share of other comprehensive (loss) income of associates accounted for using the equity method | (27,249) | - | 56,504 | - |
| Income tax benefit relating to items that may be reclassified subsequently to profit or loss | 691,117 | - | (1,029,275) | (1) |
| (2,811,683) | (2) | 4,200,589 | 3 | |
| Other comprehensive (loss) income for the year, net of income tax | (3,124,192) | (2) | 4,667,938 | 3 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 11,987,602 | 7 | $ 16,628,434 | 12 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 15,115,934 | 9 | $ 11,941,951 | 9 |
| Non-controlling interests | (4,140) | - | 18,545 | - |
| $ 15,111,794 | 9 | $ 11,960,496 | 9 | |
| TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 11,997,519 | 7 | $ 16,581,267 | 12 |
| Non-controlling interests | (9,917) | - | 47,167 | - |
| $ 11,987,602 | 7 | $ 16,628,434 | 12 | |
| EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 27) | ||||
| Basic | $6.64 | $5.21 | ||
| Diluted | $6.59 | $5.15 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
Attachment 2-3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR'S ENDED DECEMBER 31, 2025 AND 2026
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item of Share Capital (Note 23) | Capital Surplus (Note 23) | Retained Earnings (Note 23) | Exchange Differences on Translating Foreign Operations | Unrealized Gain (Loss) on Financial Assets Designated as Fair Value Through Other Comprehensive Income | Treasury Shares (Note 23) | Total | Non-controlling Interests (Note 23) | Total Equity | |||||||||
| Shares (In Thousands) | Amount | Legal Reserve | Special Reserve | Commercial Employee | Total | Unrealized Expenses/Compensation | Gain (Loss) on Hedging Instruments | Total | |||||||||
| BALANCE AT JANUARY 1, 2024 | 2,353,130 | $ 23,531,580 | $ 22,734,800 | $ 18,258,308 | $ 2,989,326 | $ 23,587,087 | $ 44,673,713 | $ (3,025,824) | $ (296,476) | $ (510,034) | $ - | $ (3,831,534) | $ (2,726,963) | $ 84,380,596 | $ 406,816 | $ 83,867,412 | |
| Appropriation of earnings | |||||||||||||||||
| Legal reserve | - | - | - | 1,347,785 | - | (1,347,785) | - | - | - | - | - | - | - | - | - | - | |
| Cash dividends | - | - | - | - | - | (10,397,325) | (10,397,325) | - | - | - | - | - | - | (10,397,325) | - | (18,307,325) | |
| Special reserve | - | - | - | - | (2,085,641) | 2,085,641 | - | - | - | - | - | - | - | - | - | - | |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | (148) | - | - | - | - | - | - | - | - | - | - | (140) | - | (148) | |
| Changes in capital surplus from cash dividends of the Company paid to subsidiaries | - | - | 24,833 | - | - | - | - | - | - | - | - | - | - | 24,833 | - | 24,833 | |
| Disposal of subsidiaries | - | - | - | - | - | - | - | 18,539 | - | - | - | 18,539 | - | 10,539 | (270,711) | (268,172) | |
| Actual acquisition of interests of subsidiaries | - | - | 158,319 | - | - | - | - | (114,828) | - | - | - | (114,828) | - | 46,291 | (311,291) | (267,808) | |
| Changes in percentage of ownership/ interests in subsidiaries | - | - | 106,262 | - | - | (106,262) | (106,262) | - | - | - | - | - | - | - | - | - | |
| Share-based payment transaction | (5,080) | (50,880) | (306,809) | - | - | 23,677 | 23,677 | - | - | 346,412 | - | 346,412 | - | 6,400 | - | 6,400 | |
| Changes in noncontrolling interests | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (14,410) | (14,410) | |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 7,349 | 7,349 | - | (7,309) | - | - | (7,309) | - | - | - | - | |
| Basic adjustment to gain (loss) on hedging instruments | - | - | - | - | - | - | - | - | - | - | 124,592 | 124,592 | - | 124,592 | - | 124,592 | |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 11,941,951 | 11,941,951 | - | - | - | - | - | - | 11,941,951 | 18,545 | 11,968,496 | |
| Other comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 136,491 | 136,491 | 4,171,804 | 436,413 | - | (124,592) | 4,402,825 | - | 4,639,316 | 28,622 | 4,667,938 | |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | (2,090,442 | (2,090,442 | 4,171,804 | 436,413 | - | (124,592) | 4,402,825 | - | 10,391,287 | 47,107 | 16,028,454 | |
| BALANCE AT DECEMBER 31, 2024 | 2,347,250 | 23,472,580 | 22,716,565 | 19,606,005 | 22,685 | 26,670,784 | 46,299,554 | 1,042,491 | 132,628 | (163,622) | - | 1,811,497 | (2,726,963) | 90,773,153 | 137,571 | 98,918,724 | |
| Appropriation of earnings | |||||||||||||||||
| Legal reserve | - | - | - | 1,315,899 | - | (1,315,899) | - | - | - | - | - | - | - | - | - | - | |
| Special reserve | - | - | - | - | 7,417,489 | (7,417,489) | - | - | - | - | - | - | - | - | - | - | |
| Cash dividends | - | - | - | - | - | (10,321,676) | (10,321,676) | - | - | - | - | - | - | (10,321,676) | - | (18,321,676) | |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | (148,848) | - | - | (448) | (448) | - | 448 | - | - | 448 | - | (140,848) | - | (148,848) | |
| Purchase of treasury shares | - | - | - | - | - | - | - | - | - | - | - | - | (2,295,583) | (2,295,583) | - | (2,295,583) | |
| Consolidation of treasury shares | (24,219) | (242,190) | (858,890) | - | - | (1,194,585) | (1,194,585) | - | - | - | - | - | 2,295,585 | - | - | - | |
| Changes in capital surplus from cash dividends of the Company paid to subsidiaries | - | - | 24,938 | - | - | - | - | - | - | - | - | - | - | 24,938 | - | 24,938 | |
| Changes in percentage of ownership/ interests in subsidiaries | - | - | 171,828 | - | - | (171,828) | (171,828) | - | - | - | - | - | - | - | - | - | |
| Share-based payment transaction | (6,255) | (62,552) | (352,236) | - | - | 53,638 | 53,638 | - | - | 145,714 | - | 145,714 | - | (215,436) | - | (215,436) | |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 29,874 | 29,874 | |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 15,115,934 | 15,115,934 | - | - | - | - | - | - | 15,115,934 | (4,140) | 15,111,794 | |
| Other comprehensive (loss) income for the year ended December 31, 2025 | - | - | - | - | - | 51,407 | 51,407 | (2,805,906) | (363,076) | - | - | (3,169,802) | - | (3,118,415) | (5,777) | (3,124,192) | |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | (3,167,481 | (3,167,481 | (2,805,906) | (363,076) | - | - | (3,169,802) | - | (1,197,115) | (5,917) | (1,197,102) | |
| BALANCE AT DECEMBER 31, 2025 | 2,316,776 | $ 23,167,750 | $ 21,568,557 | $ 20,921,984 | $ 7,440,154 | $ 21,470,790 | $ 49,832,936 | $ (1,763,415) | $ (230,988) | $ (17,988) | $ - | $ (2,412,223) | $ (2,726,963) | $ 89,822,065 | $ 156,728 | $ 89,978,703 |
The accompanying notes are an integral part of the consolidated financial statements.
Attachment 2-4
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS 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 | $ 19,713,167 | $ 15,634,635 |
| Adjustments for: | ||
| Depreciation expenses | 3,474,750 | 3,841,643 |
| Amortization expenses | 193,625 | 204,871 |
| Expected credit loss recognized (reversed) | (13,608) | 44,914 |
| Net loss (gain) on fair value changes of financial assets and liabilities as at fair value through profit or loss | 955,792 | (2,807,511) |
| Finance costs | 1,429,804 | 1,516,464 |
| Interest income | (2,503,718) | (2,969,687) |
| Dividend income | (27,434) | (4,913) |
| Compensation cost of share-based payments | (269,073) | (19,277) |
| Share of profit of associates accounted for using the equity method | (86,066) | (14,610) |
| Net gain on disposal of property, plant and equipment | (29,445) | (84,661) |
| Loss on disposal of intangible assets | 57 | - |
| Net loss on disposal of investments accounted for using the equity method | 1,715 | - |
| Impairment loss recognized on non-financial assets | 229,663 | 252,121 |
| Unrealized net (gain) loss on foreign currency exchange | (17,023) | 933,301 |
| (Reversal) recognition of provisions | (197,586) | 95,037 |
| (Gain) loss on lease modification | (6,284) | 14,878 |
| Net loss on disposal of subsidiaries | 566,104 | 9,434 |
| Gain from bargain purchase | - | (662) |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | (75,060) | 2,013,780 |
| Contract assets | 51,622 | 10,017 |
| Notes receivable | (192,227) | 409,059 |
| Trade receivables | (5,364,953) | (4,722,279) |
| Trade receivables from related parties | (173) | (5,418) |
| Other receivables | (253,664) | 359,061 |
| Other receivables from related parties | (19,305) | (26,430) |
| Inventories | (8,257,180) | 336,496 |
| Other current assets | (2,083,853) | (44,240) |
| Notes payable | 43 | 12 |
| Trade payables | 11,131,705 | 299,147 |
| Trade payables to related parties | 1,093 | 221 |
| Other payables | (52,675) | (1,727,352) |
| Other payables to related parties | - | (281) |
| Contract liabilities | 130,771 | 239,621 |
| Provisions | (99,515) | (136,034) |
| Advance received | (1,661,788) | 670,201 |
| Net defined benefit assets | (9,826) | (8,609) |
| Cash generated from operations | 16,659,455 | 14,312,949 |
| Interest received | 2,619,210 | 3,064,536 |
| Dividends received | 27,434 | 4,913 |
| (Continued) |
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Interest paid | $ (1,515,546) | $ (1,471,736) |
| Income tax paid | (3,257,706) | (3,499,541) |
| Net cash generated from operating activities | 14,532,847 | 12,411,121 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchases of financial assets at fair value through other comprehensive income | (417,175) | - |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 1,452,980 |
| Purchases of financial assets at amortized cost | (43,111) | (197) |
| Proceeds from disposal of financial assets at amortized cost | - | 135,476 |
| Purchases of financial assets at fair value through profit or loss | (291,134) | (38,747,355) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 134,207 | 39,080,058 |
| Purchases of financial assets for hedging | - | (2,537,364) |
| Proceeds from disposal of financial assets for hedging | - | 2,412,772 |
| Acquisition of associates | - | (2,413,563) |
| Increase in prepayments for investments | - | (286,064) |
| Proceeds from disposal of subsidiaries | - | 454,734 |
| Acquisition of property, plant and equipment | (6,854,314) | (3,548,191) |
| Proceeds from disposal of property, plant and equipment | 59,564 | 265,380 |
| Increase in refundable deposits | - | (205,414) |
| Decrease in refundable deposits | 267,636 | - |
| Acquisition of intangible assets | (93,494) | (430,478) |
| Proceeds from disposal of intangible assets | - | 745 |
| Increase in other non-current assets | (277,782) | (517,128) |
| Dividend from associates | 120,843 | 40,412 |
| Net cash used in investing activities | (7,394,760) | (4,843,197) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | - | 7,583,938 |
| Repayments of short-term borrowings | (10,116,020) | - |
| Proceeds from guarantee deposits received | 20,335 | - |
| Repayments of guarantee deposits received | - | (16,988) |
| Repayments of the principal portion of lease liabilities | (493,621) | (568,147) |
| Cash dividends paid | (10,296,738) | (10,372,392) |
| Payments for buy-back of treasury shares | (2,295,585) | - |
| Changes in non-controlling interests | 29,074 | (12,915) |
| Dividends returned from the unvested RSAs | 53,638 | 23,677 |
| Net cash used in financing activities | (23,098,917) | (3,362,827) |
(Continued)
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | $ (3,748,425) | $ 3,736,477 |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (19,709,255) | 7,941,574 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 100,683,607 | 92,742,033 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 80,974,352 | $ 100,683,607 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
- 18 -
Attachment 3
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Lite-On Technology Corporation
Opinion
We have audited the accompanying parent company only financial statements of LITE-ON TECHNOLOGY CORPORATION (the "Company"), which comprise the parent company only balance sheets 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 material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, 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 most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the audit of the parent company only financial statements for the year ended December 31, 2025 is as follows:
Occurrence of Revenue from Specific Products
The Company's growth in operating revenue is primarily driven by high-end cloud server power supplies and related products. Revenue in the industry in which the Company operates is susceptible to global economic conditions, end-market demand, and supply chain fluctuations. As fluctuations in such revenue have a significant impact on the Company's financial statements for the year, there is a risk that revenue recognized may not fully comply with the recognition criteria under IFRS.
Refer to Note 4 to the parent company only financial statements for a summary of material accounting policy information. Refer to Note 22 to the parent company only financial statements for the revenue.
Our audit procedures performed in response to the above matter included the following:
-
We understood and tested the design and operating effectiveness of internal controls relevant to the revenue recognition for specific product sales.
-
We selected samples from the transaction details of specific products and inspected supporting documents, such as orders, delivery notes, and cash collection records, to confirm the occurrence of revenue recognition.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
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 these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to
-
20 -
the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the 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 entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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 provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicated to 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 parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We described these matters in our auditors’ report unless law or regulation precludes public disclosure of the matter, or, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Shiuh-Ran Cheng and Chien-Wei Chen.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 25, 2026
- 22 -
Notice to Readers
The accompanying parent company only financial statements are intended only to present the 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 audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying parent company only 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' report and parent company only financial statements shall prevail.
LITE-ON TECHNOLOGY CORPORATION
Attachment 3-1
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 9,201,038 | 5 | $ 3,558,712 | 2 |
| Financial assets at fair value through profit or loss (Note 7) | 949,959 | 1 | 932,733 | 1 |
| Contract assets (Note 22) | 99,270 | - | 70,049 | - |
| Trade receivables, net (Note 11) | 21,834,843 | 13 | 20,644,726 | 12 |
| Trade receivables from related parties (Note 31) | 12,464,462 | 7 | 5,256,511 | 3 |
| Other receivables | 670,183 | - | 315,261 | - |
| Other receivables from related parties (Note 31) | 24,661,868 | 15 | 266,871 | - |
| Inventories, net (Note 12) | 8,917,901 | 5 | 5,953,948 | 3 |
| Prepayments | 1,115,642 | 1 | 877,049 | 1 |
| Total current assets | 79,915,166 | 47 | 37,875,860 | 22 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss (Note 7) | 504,688 | - | 615,957 | - |
| Financial assets at fair value through other comprehensive income (Note 8) | 1,031,692 | 1 | 994,200 | 1 |
| Financial assets at amortized cost (Notes 9 and 32) | 418,354 | - | 375,243 | - |
| Investments accounted for using the equity method (Notes 13 and 31) | 67,690,223 | 40 | 114,283,184 | 67 |
| Property, plant and equipment, net (Notes 14 and 31) | 14,934,031 | 9 | 11,809,887 | 7 |
| Right-of-use assets, net (Note 15) | 319,834 | - | 377,471 | - |
| Investment properties, net (Note 16) | 25,141 | - | 25,803 | - |
| Intangible assets, net (Note 17) | 2,721,818 | 2 | 2,775,298 | 2 |
| Deferred tax assets (Note 24) | 1,610,338 | 1 | 894,213 | - |
| Refundable deposits | 676,065 | - | 999,733 | 1 |
| Net defined benefit assets (Note 20) | 471,311 | - | 403,170 | - |
| Other non-current assets | 9,041 | - | 6,471 | - |
| Total non-current assets | 90,412,536 | 53 | 133,560,630 | 78 |
| TOTAL | $ 170,327,702 | 100 | $ 171,436,490 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 18) | $ 15,544,160 | 9 | $ 27,519,673 | 16 |
| Financial liabilities at fair value through profit or loss (Note 7) | 430,380 | - | - | - |
| Contract liabilities (Note 22) | 412,500 | - | 309,428 | - |
| Notes payable | 85 | - | 42 | - |
| Trade payables | 11,385,736 | 7 | 5,546,818 | 3 |
| Trade payables to related parties (Note 31) | 20,674,927 | 12 | 20,358,142 | 12 |
| Other payables | 11,793,606 | 7 | 12,085,281 | 7 |
| Other payables to related parties (Note 31) | 285,569 | - | 275,527 | - |
| Current tax liabilities | 4,979,933 | 3 | 4,625,177 | 3 |
| Provisions (Note 19) | 263,192 | - | 508,630 | - |
| Lease liabilities (Note 15) | 87,888 | - | 199,576 | - |
| Advance received | 3,200,803 | 2 | 4,476,183 | 3 |
| Total current liabilities | 69,058,779 | 40 | 75,904,477 | 44 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 18) | 3,000,000 | 2 | 3,000,000 | 2 |
| Deferred tax liabilities (Note 24) | 1,947,806 | 1 | 1,572,544 | 1 |
| Lease liabilities (Note 15) | 240,590 | - | 172,382 | - |
| Long-term payables to related parties (Note 31) | 6,246,216 | 4 | - | - |
| Guarantee deposits | 12,246 | - | 13,934 | - |
| Total non-current liabilities | 11,446,858 | 7 | 4,758,860 | 3 |
| Total liabilities | 80,505,637 | 47 | 80,663,337 | 47 |
| EQUITY | ||||
| Share capital | ||||
| Ordinary shares | 23,167,758 | 14 | 23,472,500 | 14 |
| Capital surplus | 21,560,557 | 13 | 22,716,565 | 13 |
| Retained earnings | ||||
| Legal reserve | 20,921,984 | 12 | 19,606,085 | 11 |
| Special reserve | 7,440,154 | 4 | 22,685 | - |
| Unappropriated earnings | 21,470,798 | 13 | 26,670,784 | 16 |
| Total retained earnings | 49,832,936 | 29 | 46,299,554 | 27 |
| Other equity | (2,012,223) | (1) | 1,011,497 | 1 |
| Treasury shares | (2,726,963) | (2) | (2,726,963) | (2) |
| Total equity | 89,822,065 | 53 | 90,773,153 | 53 |
| TOTAL | $ 170,327,702 | 100 | $ 171,436,490 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
LITE-ON TECHNOLOGY CORPORATION
Attachment 3-2
PARENT COMPANY ONLY STATEMENTS 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 | % | |
| OPERATING REVENUE, NET (Notes 22 and 31) | $ 111,066,463 | 100 | $ 87,338,127 | 100 |
| OPERATING COST (Notes 12, 23 and 31) | (88,209,385) | (79) | (70,522,206) | (81) |
| GROSS PROFIT | 22,857,078 | 21 | 16,815,921 | 19 |
| UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES | (233,058) | - | (94,784) | - |
| REALIZED GROSS PROFIT | 22,624,020 | 21 | 16,721,137 | 19 |
| OPERATING EXPENSES (Notes 23 and 31) | ||||
| Selling and marketing expenses | (2,300,913) | (2) | (1,737,868) | (2) |
| General and administrative expenses | (3,828,342) | (4) | (2,721,813) | (3) |
| Research and development expenses | (5,736,781) | (5) | (4,777,731) | (5) |
| Expected credit gain (loss) (Notes 11 and 22) | 5,010 | - | (3,902) | - |
| Total operating expenses | (11,861,026) | (11) | (9,241,314) | (10) |
| OPERATING INCOME | 10,762,994 | 10 | 7,479,823 | 9 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income (Note 30) | 1,641,561 | 1 | 508,492 | 1 |
| Other gains and losses (Notes 14, 17 and 23) | 995,324 | 1 | 1,032,538 | 1 |
| Finance costs (Notes 23 and 31) | (1,293,391) | (1) | (1,334,730) | (2) |
| Interest income | 62,754 | - | 68,070 | - |
| Share of profit of subsidiaries and associates accounted for using the equity method | 5,333,304 | 5 | 6,573,846 | 8 |
| Total non-operating income and expenses | 6,739,552 | 6 | 6,848,216 | 8 |
| PROFIT BEFORE INCOME TAX | 17,502,546 | 16 | 14,328,039 | 17 |
| INCOME TAX EXPENSE (Note 24) | (2,386,612) | (2) | (2,386,088) | (3) |
| NET PROFIT FOR THE YEAR | 15,115,934 | 14 | 11,941,951 | 14 |
(Continued)
LITE-ON TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS 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 | % | |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| (Notes 20, 21 and 24) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 60,447 | - | $ 197,401 | - |
| Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | (379,683) | - | 437,464 | - |
| Loss on hedging instruments subject to basis adjustment | - | - | (124,592) | - |
| Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method | 18,816 | - | (2,481) | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | (12,089) | - | (39,480) | - |
| (312,509) | - | 468,312 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | (3,339,010) | (3) | 5,163,158 | 6 |
| Share of other comprehensive (loss) income of subsidiaries and associates accounted for using the equity method | (158,013) | - | 37,121 | - |
| Income tax benefit relating to items that may be reclassified subsequently to profit or loss | 691,117 | - | (1,029,275) | (1) |
| (2,805,906) | (3) | 4,171,004 | 5 | |
| Other comprehensive (loss) income for the year, net of income tax | (3,118,415) | (3) | 4,639,316 | 5 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 11,997,519 | 11 | $ 16,581,267 | 19 |
| EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 25) | ||||
| Basic | $ 6.64 | $ 5.21 | ||
| Diluted | $ 6.59 | $ 5.15 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
LITE-ON TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
Attachment 3-3
| Issue of Share Capital (Note 21) | Capital Surplus (Note 21) | Retained Earnings (Note 21) | Other Equity (Notes 21 and 26) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Amount | Legal Reserve | Special Reserve | Compensation/ Earnings | Total | Exchange Differences on Termination of the Financial Statements of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Unearned Emphasis/ Compensation | Gain (Loss) on Hedging Instruments | Total | Treasury Shares (Note 21) | Total Equity | |||
| BALANCE AT JANUARY 1, 2024 | 2,353,130 | $ 23,531,300 | $ 22,734,080 | $ 18,258,300 | $ 2,980,326 | $ 23,907,007 | $ 44,673,713 | $(3,025,824) | $(296,476) | $(518,834) | $- | $(3,831,534) | $(2,720,963) | $ 84,388,596 | |
| Appropriation of earnings | |||||||||||||||
| Legal reserve | - | - | - | 1,347,769 | - | (1,347,765) | - | - | - | - | - | - | - | - | |
| Cash dividends | - | - | - | - | - | (18,397,323) | (10,397,323) | - | - | - | - | - | - | (18,397,323) | |
| Special reserve | - | - | - | - | (2,885,641) | 2,893,641 | - | - | - | - | - | - | - | - | |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | (140) | - | - | - | - | - | - | - | - | - | - | (148) | |
| Changes in capital surplus from cash dividends of the Company paid to subsidiaries | - | - | 24,933 | - | - | - | - | - | - | - | - | - | - | 24,933 | |
| Disposal of subsidiaries | - | - | - | - | - | - | - | 18,539 | - | - | - | 18,539 | - | 18,539 | |
| Actual acquisition of interests to subsidiaries | - | - | 150,319 | - | - | - | - | (114,828) | - | - | - | (114,828) | - | 44,291 | |
| Changes in percentage of ownership interests in subsidiaries | - | - | 106,262 | - | - | (106,262) | (106,262) | - | - | - | - | - | - | - | |
| Share-based payment transaction | (5,080) | (58,800) | (386,089) | - | - | 23,677 | 23,677 | - | - | 346,412 | - | 346,412 | - | 4,408 | |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 7,309 | 7,389 | - | (7,389) | - | - | (7,309) | - | - | |
| Basic adjustment to gain (loss) on hedging instruments | - | - | - | - | - | - | - | - | - | - | 126,592 | 126,592 | - | 126,592 | |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 11,941,951 | 11,941,951 | - | - | - | - | - | - | 11,941,951 | |
| Other comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 156,491 | 156,491 | 4,171,804 | 436,413 | - | (124,592) | 4,402,825 | - | 4,659,316 | |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 12,098,442 | 12,090,442 | 4,171,804 | 436,413 | - | (124,592) | 4,402,825 | - | 16,501,267 | |
| BALANCE AT DECEMBER 31, 2024 | 2,347,250 | 23,472,500 | 22,716,565 | 19,406,885 | 22,685 | 26,678,704 | 46,299,554 | 1,042,491 | 132,620 | (163,822) | - | 1,011,497 | (2,720,963) | 90,773,153 | |
| Appropriation of earnings | |||||||||||||||
| Legal reserve | - | - | - | 1,315,899 | - | (1,315,899) | - | - | - | - | - | - | - | - | |
| Special reserve | - | - | - | - | 7,417,449 | (7,417,469) | - | - | - | - | - | - | - | - | |
| Cash dividends | - | - | - | - | - | (18,321,676) | (10,321,676) | - | - | - | - | - | - | (18,321,676) | |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | (140,048) | - | - | (448) | (448) | - | 448 | - | - | 448 | - | (148,848) | |
| Purchase of treasury shares | - | - | - | - | - | - | - | - | - | - | - | - | (2,295,585) | (2,295,585) | |
| Consultation of treasury shares | (24,219) | (242,198) | (850,090) | - | - | (1,194,505) | (1,194,585) | - | - | - | - | - | 2,295,585 | - | |
| Changes in capital surplus from cash dividends of the Company paid to subsidiaries | - | - | 24,930 | - | - | - | - | - | - | - | - | - | - | 24,930 | |
| Changes in percentage of ownership interests in subsidiaries | - | - | 171,020 | - | - | (171,028) | (171,028) | - | - | - | - | - | - | - | |
| Share-based payment transaction | (6,253) | (62,552) | (352,236) | - | - | 53,638 | 53,638 | - | - | 145,714 | - | 145,714 | - | (215,436) | |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 15,115,934 | 15,115,934 | - | - | - | - | - | - | 15,115,934 | |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 51,467 | 51,467 | (2,805,906) | (343,976) | - | - | (3,169,802) | - | (3,118,415) | |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 15,167,401 | 15,167,481 | (2,805,906) | (343,976) | - | - | (3,169,802) | - | 11,997,519 | |
| BALANCE AT DECEMBER 31, 2025 | 2,316,776 | $ 23,167,758 | $ 21,560,557 | $ 28,921,904 | $ 7,440,154 | $ 21,478,798 | $ 49,032,936 | $(1,763,415) | $(230,980) | $(17,908) | $- | $(2,012,223) | $(2,720,963) | $ 89,822,865 |
The accompanying notes are an integral part of the parent company only financial statements.
Attachment 3-4
LITE-ON TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS 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 | $ 17,502,546 | $ 14,328,039 |
| Adjustments for: | ||
| Depreciation expenses | 1,148,769 | 1,273,297 |
| Amortization expenses | 144,563 | 155,447 |
| Expected credit loss recognized (reversed) | (5,010) | 3,902 |
| Net loss (gain) on fair value changes of financial instruments as at fair value through profit or loss | 939,177 | (2,579,928) |
| Finance costs | 1,293,391 | 1,334,730 |
| Interest income | (62,754) | (68,070) |
| Dividend income | (202) | (206) |
| Compensation cost of share-based payments | (250,914) | (17,743) |
| Share of profit of subsidiaries and associates accounted for using the equity method | (5,333,304) | (6,573,846) |
| Net gain on disposal of property, plant and equipment | (9,106) | (6,663) |
| Net loss on disposal of investments | 1,715 | 793 |
| Impairment loss (gain) recognized on non-financial assets | 61,975 | (98,801) |
| Unrealized gain on the transactions with subsidiaries and associates | 233,058 | 94,784 |
| Unrealized net (gain) loss on foreign currency exchange | (171,725) | 1,410,459 |
| (Reversal) recognition of provisions | (181,445) | 97,427 |
| Gain on lease modification | (6,223) | (146) |
| Gain from bargain purchase | - | (662) |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | (133,456) | 1,772,496 |
| Contract assets | (29,221) | 41,138 |
| Trade receivables | (848,133) | (2,578,769) |
| Trade receivables from related parties | (7,205,603) | 2,129,215 |
| Other receivables | (350,809) | 1,137,755 |
| Other receivables from related parties | (692,505) | 4,306,952 |
| Inventories | (3,031,237) | 184,146 |
| Prepayments | (238,593) | (68,611) |
| Contract liabilities | 103,072 | 239,621 |
| Notes payable | 43 | 12 |
| Trade payables | 5,343,711 | (2,121,647) |
| Trade payables to related parties | 316,785 | (899,575) |
| Other payables | (690,196) | (2,108,878) |
| Other payables to related parties | 10,042 | 238,929 |
| Provisions | (63,993) | (110,916) |
| Advance receipts | (1,275,380) | 549,785 |
| Net defined benefit assets | (10,042) | (7,753) |
| Cash generated from operations | 6,508,996 | 12,056,713 |
| Interest received | 58,640 | 68,030 |
| Dividends received | 202 | 206 |
| (Continued) |
LITE-ON TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Interest paid | $ (1,342,419) | $ (1,279,245) |
| Income tax paid | (1,693,691) | (2,329,151) |
| Net cash generated from operating activities | 3,531,728 | 8,516,553 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchases of financial assets at fair value through other comprehensive income | (417,175) | - |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 176,277 |
| Purchases of financial assets at amortized cost | (43,111) | - |
| Proceeds from disposal of financial assets at amortized cost | - | 92,531 |
| Purchases of financial assets at fair value through profit or loss | (281,298) | - |
| Purchase of financial assets for hedging | - | (2,537,364) |
| Proceeds from disposal of financial assets for hedging | - | 2,412,772 |
| Acquisition of associates | - | (2,413,563) |
| Net cash outflow on acquisition of subsidiary | (116,000) | (881,040) |
| Proceeds from the capital reduction on investments accounted for using the equity method | 8,511,068 | 1,082,719 |
| Acquisition of property, plant and equipment | (3,414,307) | (1,908,130) |
| Proceeds from disposal of property, plant and equipment | 14,452 | 28,279 |
| Increase in refundable deposits | - | (206,216) |
| Decrease in refundable deposits | 323,668 | - |
| Acquisition of intangible assets | (81,157) | (204,233) |
| Proceeds from disposal of intangible assets | - | 745 |
| Increase in other non-current assets | (2,570) | - |
| Dividends received from subsidiaries and associates | 18,523,331 | 1,344,964 |
| Net cash generated from (used in) investing activities | 23,016,901 | (3,012,259) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | - | 6,085,378 |
| Repayments of short-term borrowings | (11,809,973) | - |
| Repayments of guarantee deposits received | (1,688) | (5,655) |
| Increase in long-term payables to related parties | 6,200,299 | - |
| Repayments of the principal portion of lease liabilities | (189,643) | (238,837) |
| Cash dividends paid | (10,321,676) | (10,397,325) |
| Payments for buy-back of treasury shares | (2,295,585) | - |
| Acquisition of subsidiaries | (2,541,675) | (1,873,275) |
| Restricted share dividends returned | 53,638 | 23,677 |
| Cash receipts for organizational restructuring | - | 637,577 |
| Cash paid for organizational restructuring | - | (353,266) |
| Net cash used in financing activities | (20,906,303) | (6,121,726) |
(Continued)
LITE-ON TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | $ 5,642,326 | $ (617,432) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 3,558,712 | 4,176,144 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 9,201,038 | $ 3,558,712 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
Attachment 4
AUDIT COMMITTEE REPORT
To: Shareholders’ Annual General Meeting for Year 2026, Lite-On Technology Corporation
The Board of Directors has prepared and submitted to the undersigned Audit Committee of Lite-On Technology Corporation the 2025 Business Report, Financial Statements (consolidated and standalone) and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Cheng, Shiuh-Ran and Chen, Chien-Wei of Deloitte Touche Tohmatsu International Taiwan. The above Business Report, Financial Statements and the proposal for distribution of earnings have been examined and determined to be correct by the undersigned. This Report is duly submitted in accordance with Article 14-4 of Securities and Exchange Law and Article 219 of the Company Law.
The Audit Committee, Chairman:
Mr. Albert Hsueh
February 25, 2026
LITE-ON TECHNOLOGY CORPORATION
Attachment 5
The status of the share buyback program
| Tranche of buyback | 7th Buyback Program |
|---|---|
| Date of board resolution | 2025/04/09 |
| Purpose of the share buyback | To maintain the company's credit and shareholders' equity |
| Scheduled buyback period | 2025/04/10~2025/06/09 |
| Approved number of shares to be bought back | Common shares: 130,000,000 shares |
| Scheduled buyback price range | NT$53.83 to NT$154.79 per share |
| Actual buyback period | 2025/04/17~2025/06/02 |
| Buyback results | The share buyback was not completed upon the expiration of the period |
| Type and number of shares bought back | Common shares: 24,219,000 shares |
| Total monetary amount of shares bought back | NT$2,295,584,381 |
| The average buyback price per share | NT$94.78 |
| Number of shares cancelled and/or transferred | Common shares: 24,219,000 shares |
| Cumulative number of the company's treasury shares held | Common shares: 40,000,000 shares |
| Cumulative number of the company's treasury shares as a percentage of the total number of shares issued (%) (Note) | 1.73% |
Note: The share issued is calculated based on the amended number of total shares issued approved by Ministry of Economic Affairs on March 19, 2026.
Attachment 6
Lite-On Technology Corporation
Earnings Distribution Table
Year 2025
| Amount (NT$) | |
|---|---|
| Unallocated earnings, beginning of this year | $20,276,396,662 |
| Net profit for this year | $ 15,115,934,105 |
| Add: adjustments on re-measurement on defined benefit plans recognized in retained earnings | 51,466,993 |
| Add: adjustments on employee restricted stock | 53,637,828 |
| Less: adjustments on equity method investments | (171,476,117) |
| Less: cancellation of Treasury shares | (1,194,504,681) |
| Unappropriated earnings take into consideration profit before income tax and items other than profit before income tax. | 13,855,058,128 |
| Less: 10% legal reserve | (1,385,505,813) |
| Less: special reserve | (1,994,315,655) |
| Distributable earnings | 30,751,633,322 |
| Distribution: | |
| (1) Second Quarter Cash dividends: (NT$2.0/per share) | (4,553,551,526) |
| (2) Fourth Quarter Cash dividends: (NT$3.0/per share) | (6,830,327,289) |
| Unallocated earnings, end of year | $19,367,754,507 |
note:
The distribution principle of the company's earnings for the fiscal year 2025 is to allocate the earnings of the fiscal year 2025 first.
Chairman
President
Accounting Manager
Attachment 7
Lite-On Technology Corporation
Comparison Table of Amendments to the Articles of Incorporation
| Contents after Amendment | Contents before Amendment | Explanation |
|---|---|---|
| Article IV | ||
| The total capital of the Company amounts to Fifty Billion New Taiwan Dollars, divided into 5 billion shares at Ten New Taiwan Dollars par value each. The Board of Directors is authorized with full powers to issue shares in partial installments. Preferred shares may be issued within the total capital. Of the total number of shares aforementioned, one hundred million shares are reserved to be issued as stock options, preferred shares with stock options or corporate bonds with stock options ready for exercise of options. | Article IV | |
| The total capital of the Company amounts to Thirty-Five Billion New Taiwan Dollars, divided into 3.5 billion shares at Ten New Taiwan Dollars par value each. The Board of Directors is authorized with full powers to issue shares in partial installments. Preferred shares may be issued within the total capital. Of the total number of shares aforementioned, one hundred million shares are reserved to be issued as stock options, preferred shares with stock options or corporate bonds with stock options ready for exercise of options. | Amendments are proposed in order to enhance the flexibility and immediacy of capital utilization.” | |
| Article XXIX | ||
| The Articles were duly stipulated on March 13, 1989. | ||
| ... (omitted) | ||
| The Articles were duly amended on May 20, 2025, as the 33rd amendment. | ||
| The Articles were duly amended on May 20, 2026, as the 34th amendment. | Article XXIX | |
| The Articles were duly stipulated on March 13, 1989. | ||
| ... (omitted) | ||
| The Articles were duly amended on May 20, 2025, as the 33rd amendment. | Addition of date of amendment. |
Lite-On Technology Corporation
Attachment 8
Comparison Table of Amendments to the Operational Procedures for Acquisition and Disposal of Assets
| After modification | Current | Explanation | |||||
|---|---|---|---|---|---|---|---|
| 4. Limits on the investments of realty not for business use or right-of-use assets thereof and marketable securities the Company and respective subsidiary may acquire the aforementioned assets in accordance with the following limits: | 4. Limits on the investments of realty not for business use or right-of-use assets thereof and marketable securities the Company and respective subsidiary may acquire the aforementioned assets in accordance with the following limits: | In light of current operational practices, the Company has removed the positioning as an investment holding company and has further distinguished general financial investments (securities investments) from long-term equity investments with controlling interest. | |||||
| The Company | Other subsidiaries | ||||||
| Realty not for business use or right-of-use assets thereof | 15% of net worth | 5% of the net worth of parent | |||||
| Investment of marketable securities | 200% of the net worth | 200% of the net worth of parent | |||||
| Amount of investment on individual security | 200% of the net worth | 200% of the net worth of parent | |||||
| Notwithstanding the foregoing, long-term equity investments over which the Company and its subsidiaries directly or indirectly hold controlling interests shall not be subject to this restriction. | |||||||
| 11.2 Operation Procedure | 11.2.1 Authorized Limit and Line of Authority | To align with the clarified approval authority levels under this Article and in accordance with the Company's Standard Operating Procedures for | |||||
| 11.2.1.1 Non-Trading Purpose | 11.2.1.1 Non-Trading Purpose | ||||||
| A. The top officer of the Financial Division is the ultimate decision-maker. | A. The top officer of the Financial Division is the ultimate decision-maker. | ||||||
| B. The top officer of the Financial Division is authorized to make decisions on the daily transaction limit | B. The top officer of the Financial Division is authorized to make decisions on the daily transaction limit and the cumulative amount of trade. |
| After modification | Current | Explanation | ||
|---|---|---|---|---|
| and the cumulative amount of trade and shall be handled in accordance with the Company's Standard Operating Procedures for Accounting and Finance of Derivative Financial Instruments. | Approved by | Daily trade authorized limit | Net cumulative trade amount | Accounting and Finance of Derivative Financial Instruments, the Company implements risk control mechanisms including segregation of duties, prior authorization, and monthly reporting. These measures are intended to ensure that financial instruments and foreign exchange transactions are conducted within a controlled and auditable framework. The highest level of approval authority is vested in the head of the accounting and finance function, thereby enhancing management effectiveness and internal control. |
| The top officer of the Financial Division | Over US$30Mio | Over US$100Mio | ||
| VP/AVP | US$30Mio and below | US$100Mio and below | ||
| Director | US$20Mio and below | US$50Mio and below | ||
| Traders | US$5Mio and below | US$20Mio and below | ||
| 20. This regulation was established on February 6, 2003. | ||||
| First revision: June 14, 2005 | ||||
| Second revision: June 21, 2006 | Latest modification. |
| After modification | Current | Explanation |
|---|---|---|
| Third revision: June 21, 2007 | ||
| Fourth revision: June 19, 2012 | ||
| Fifth revision: June 19, 2014 | ||
| Sixth revision: June 22, 2017 | ||
| Seventh revision: June 21, 2019 | ||
| Eighth revision: May 31, 2021 | ||
| Ninth revision: May 20, 2022 | ||
| Tenth revision: May 20, 2025 | ||
| Eleventh revision: May 20, 2026 |
Lite-On Technology Corporation
Attachment 9
"Regulations Governing Loaning of Funds and Making of Endorsements/guarantees"
Contents before and after Amendment in Comparison
| Contents after Amendment | Contents before Amendment | Explanation |
|---|---|---|
| 2.6.1 The total amount of endorsements / guarantees rendered by the Company shall not exceed 100% of the net worth shown on the Company’s latest financial statements. |
The grand total amount of endorsements/guarantees rendered by the Company and its subsidiaries, and the total amount of the endorsements/guarantees rendered by the Company and its subsidiaries to any individual entity shall not exceed 100% of the net worth shown on the Company’s latest financial statements. | 2.6.1 The total amount of endorsements / guarantees rendered by the Company shall not exceed 40% of the net worth shown on the Company’s latest financial statements. The grand total amount of endorsements / guarantees rendered by the Company and its subsidiaries to the outside corporations shall not exceed 40% of the net worth shown on the Company’s latest financial statements as well. The total amount of the endorsement/guarantee provided by the Company to any individual entity shall not exceed 30% of the Company’s net worth. | Necessity and reasonableness: In response to the Company’s continued expansion of its global operating footprint and the development of new businesses, and taking into account the capacity expansion and working capital requirements of the Company and its overseas subsidiaries, in order to enhance the flexibility and efficiency of overall fund utilization, it is proposed, in compliance with applicable laws and regulations, to amend the Company’s “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees.” The proposed amendment seeks to increase the upper limit on endorsement and guarantee amounts to support overall operations and long-term development. |
| 2.6.2 In case of endorsements/guarantees by the Company to subsidiaries under control, the total amount of individual endorsements / guarantees shall not exceed 100% of the net worth shown through the Company’s latest financial statements. | 2.6.2 In case of endorsements / guarantees by the Company to a firm where the Company holds over 50% of the voting power either directly or indirectly, or by the firm directly or indirectly holds more than 50% of the voting shares of the Company. (1.3.2.2 and 1.3.2.3) or endorsements / guarantees with companies where the Company holds over 90% of the voting power either directly or indirectly (1.3.2.4), the total amount of individual endorsements / guarantees shall not exceed 10% of the net worth shown through the Company’s latest financial statements. | |
| 2.6.3 The total amount of individual endorsements/guarantees granted by the Company to a single company or among the Company and companies where the Company holds over 90% of the voting power either directly or indirectly (1.3.2.4) shall not exceed 10% of the net worth shown through the Company’s latest term financial statements. Where the Company grants endorsements / guarantees to a | 2.6.3 The total amount of individual endorsements/guarantees granted by the Company to a single company or among the Company and companies where the Company holds over 90% of the voting power either directly or indirectly shall not exceed 10% of the net worth shown through the Company’s latest term financial statements. Where the Company grants endorsements / guarantees to a | Add cross-reference notes. |
30
| corporation where the Company maintains a business relationship, unless otherwise prescribed in other Regulations, the amount of individual endorsements / guarantees shall be confined to the total amount of business transaction accumulated over the past twelve months and shall not exceed 10% of the net worth shown through the Company’s latest financial statements. | corporation where the Company maintains a business relationship, unless otherwise prescribed in other Regulations, the amount of individual endorsements / guarantees shall be confined to the total amount of business transaction accumulated over the past twelve months and shall not exceed 10% of the net worth shown through the Company’s latest financial statements. | |
|---|---|---|
| The Measures were established on May 13, 2003. | ||
| The First Amendment was made on June 15, 2004. | ||
| The Second Amendment was made on June 21, 2006. | ||
| The Third Amendment was made on June 21, 2007. | ||
| The Fourth Amendment was made on June 22, 2009. | ||
| The Fifth Amendment was made on June 15, 2010. | ||
| The Sixth Amendment was made on June 19, 2012. | ||
| The Seventh Amendment was made on June 19, 2013. | ||
| The Eighth Amendment was made on June 24, 2015. | ||
| The Ninth Amendment was made on June 22, 2017. | ||
| The Tenth Amendment was made on June 21, 2019. | ||
| The Eleventh Amendment was made on May 20, 2026. | Add the amendment date. |
Lite-On Technology Corporation
Attachment 10
Explanation of the Proposed issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts or Private Placement of Common Shares
1. Issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts
(1) Except for 10% to 15% of new common shares shall be allocated for the employee’s subscription in accordance with the Article 267 of the Company Act, it is proposed for the shareholders meeting to approve the rights to the remaining 85% to 90% of the issuance shall be waived by the shareholders and should be offered to the public under Article 28-1 of “Securities and Exchange Act” as the underlying shares of Overseas Depositary Receipts to be sold.
(2) The issue price for the issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts shall be determined in accordance with the Self-Regulatory Rules for Underwriter Members Assisting Issuing Companies in Offering and Issuance of Securities and the relevant regulations of the competent authority. The actual issue price is proposed to be determined by the Chairman of the Board, as authorized by the Shareholders’ Meeting, in consultation with the underwriter, with reference to prevailing international capital market conditions and the market price of the Company’s common shares in the domestic market. The basis for determining the aforesaid issue price shall be deemed reasonable.
(3) Although the issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts may dilute the shareholding interests of existing shareholders, the resulting increase in the Company’s equity ratio is expected to strengthen the Company’s financial structure and reduce funding costs, thereby enabling the Company to respond effectively to changes in the industry environment. In other words, upon realization of the benefits of this capital increase, it is expected to enhance the Company’s competitiveness and profitability, which should have a positive impact on shareholders’ equity.
(4) For any portion of the shares reserved for employee subscription that remains unsubscribed, it is proposed to submit the matter to the Shareholders’ Meeting for authorization of the Chairman of the Board to arrange for subscription by specific persons or, subject to market conditions, to include such shares as underlying securities for the issuance of Overseas Depositary Receipts.
(5) It is proposed to submit the matter to the Shareholders’ Meeting for authorization of the Chairman of the Board or his/her designated representative to handle all matters in connection with this issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts and to execute, on behalf of the Company, all relevant contracts and documents.
2. Private Placement of Common Shares
(1) Pricing basis of private placement and its reasonableness: The issue price for this offering shall be no less than 80% of the higher of the following two reference prices:
(A) The simple arithmetic average of the closing prices of the Company’s common shares for one, three, or five business days, as selected, immediately preceding the pricing date, adjusted for stock dividends, ex-dividend of cash dividends, and adding back the share price after capital reduction ex-rights.
(B) The simple arithmetic average of the closing prices of the Company’s common shares for the
thirty business days immediately preceding the pricing date, adjusted for stock dividends, ex-dividend of cash dividends, and adding back the share price after capital reduction ex-rights.
The actual private placement price shall be determined by the Board of Directors, as authorized by the Shareholders' Meeting, within the range not lower than the percentage resolved by the Shareholders' Meeting, taking into consideration the market conditions prevailing on the pricing date.
In determining the private placement price, in addition to taking into consideration the three-year transfer restriction applicable to privately placed securities under the Securities and Exchange Act, the price is determined with reference to relevant laws and regulations and the reference prices set forth below, and is deemed reasonable.
(2) Selection Method of Specific Persons for Private Placement: The counterparties shall be limited to specific persons in accordance with Article 43-6 of the Securities and Exchange Act and relevant regulations and interpretations of the competent authority.
When the subscribers are strategic investors, they shall be selected from individuals or entities that can contribute to the Company's technological enhancement, product development, cost reduction, market expansion, or strengthening of customer relationships.
Through their experience, technology, expertise, reputation, or distribution channels, such investors are expected to enhance the Company's competitiveness, operating performance, or profitability.
The Company has not yet identified any specific persons.
The Company intends to submit the proposal to the Annual General Meeting of Shareholders to authorize the Board of Directors to handle the identification of specific persons and related matters.
(3) Reason for conducting a private placement:
After taking into consideration factors such as prevailing capital market conditions, timeliness of fundraising, issuance costs, and shareholding stability, the Company intends to conduct the fundraising through private placement.
Where strategic investors are introduced through this private placement, the Company has considered that the transfer restrictions applicable to privately placed securities may help ensure a long-term cooperative relationship between the Company and such strategic investors.
In addition, given that the proceeds from the private placement are intended to meet the Company's operational and business development needs, the private placement is expected to have a positive impact on the stability of the Company's operations and the protection of shareholders' interests.
(4) Other than the restriction for transfer as regulated in the Article 43-8 of "Securities and Exchange Act", the new private placement common shares will have the same rights and obligations as the Company's existing issued and outstanding common shares.
- Pricing:
In determining the issuance price, in addition to complying with applicable laws and regulations and the resolutions of the Shareholders' Meeting, the Company has taken into consideration factors including the stability of its operations, the soundness of its financial structure, the urgency of its funding needs, the feasibility of the fundraising plan, and the material impact on shareholders' equity. Accordingly, the basis for determining the issuance price, as well as the reasons for not adopting alternative debt-type financing methods, should be deemed reasonable.