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LUNG MING — AGM Information 2026
Jun 2, 2026
52252_rns_2026-06-02_a92c0fe4-c5ba-4b3d-aec1-a1011f96ed41.pdf
AGM Information
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Stock Code:3018
LUNG MING
GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD.
2026 Regular Shareholders' Meeting
Parliamentary Procedure Handbook
Convention method: physical shareholders' meeting
Convention date: 9:00 am, June 26, 2026 (Friday)
Convention venue: 3F, No. 8, Zhifu Rd, Zhongshan District, Taipei City (Dazhi Denwell)
Table of Contents
One. Meeting Procedures...2
Two. Shareholders’ Meeting Agenda...3
Three. Reports...4
Four. Ratifications...6
Five. Discussion...7
Six. Extempore Motions...12
Attachment
Attachment 1. Business report...13
Attachment 2. Audit Committee’s Review Report...16
Attachment 3. Independent Auditor’s Audit Report...17
Attachment 4. 2025 Deficit Compensation Statement...35
Attachment 5. Comparison Table of Amendments to the Rules of
Procedure for Shareholders’ Meetings...36
Attachment 6. Assessment Opinion of Securities Underwriter...38
Appendix
Appendix 1. Articles of Incorporation...53
Appendix 2. Rules of Procedure for Shareholders’ Meetings...63
Appendix 3. Shareholdings of All Directors...66
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One. Meeting Procedures
Lung Ming Green Energy Technology Engineering Co., Ltd.
Meeting Procedures for 2026 Regular Shareholders’ Meeting
(I) Call Meeting to Order
(II) Address of Chairman
(III) Reports
(IV) Ratifications
(V) Discussions
(VI) Extempore Motions
(VII) Adjournment
Two. Shareholders' Meeting Agenda
Lung Ming Green Energy Technology Engineering Co., Ltd.
Meeting Agenda for 2026 Regular Shareholders' Meeting
I. Convention method: physical shareholders' meeting
II. Meeting time: 9:00 am, June 26, 2026 (Friday)
III. Convention venue: 3F, No. 8, Zhifu Rd, Zhongshan District, Taipei City (Dazhi Denwell)
IV. Shareholders' Meeting Agenda
(I) Call Meeting to Order
(II) Address of Chairman
(III) Reports
(1) 2025 business report
(2) Auditing Committee audit report on audit of 2025 accounts and book settlement
(3) Report on the external endorsement and guarantee
(4) Report on 2025 implementation of private placement for common shares
(5) Report on the disposal of land and buildings at the Guanyin Plant
(6) Report on the improvement status of the excessive lending of funds from the subsidiary Viva Technologies to the affiliated company, Wingo.
(IV) Ratifications
(1) 2025 business report and financial report
(2) 2025 deficit compensation proposal
(V) Discussions
(1) Amendment to the Company's Rules of Procedure for Shareholders' Meetings
(2) Proposal of 2026 private placement for common shares
(VI) Extempore Motions
(VII) Adjournment
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Three. Reporting matters
Proposal 1
Cause: Please review the 2025 business report.
Description: Please refer to pages 13-15, Attachment 1 of the agenda handbook for the business report.
Proposal 2
Cause: Please review the Audit Committee’s review report on the 2025 accounts and book settlement.
Description: please refer to page 16, attachment 2 of the agenda handbook for the Audit Committee’s review report
Proposal 3
Cause: Please review the external endorsement and guarantee.
Description: As of the end of 2025, the external endorsements and guarantees are:
| Endorsed/ guaranteed company | Endorsement/ guarantee balance (NT$ thousand) | Nature of endorsement/ guarantee | Guarantee period | Remarks |
|---|---|---|---|---|
| Tung Kai Construction Co., Ltd | 120,000 | Contract guarantee | 2019/12/30 ~ 2026/12/31 | Turnkey project of new building construction in Bade Open Prison, Agency of Corrections, Ministry of Justice |
| 242,150 | Contract guarantee | 2019/11/11 ~ 2026/12/31 | Turnkey project of new building construction in Bade Open Prison, Agency of Corrections, Ministry of Justice | |
| 200,000 | Contract guarantee | 2020/12/24 ~ 2026/12/31 | Turnkey project of new building construction in Bade Open Prison, Agency of Corrections, Ministry of Justice | |
| 20,000 | Financing endorsements/guarantees | 2022/02/22 ~ 2026/12/31 | Bank of Panhsin | |
| 52,606 | Financing endorsements/guarantees | 2025/05/29 ~ 2026/05/29 | Shinshin Credit Corporation | |
| Total | 634,756 |
Proposal 4
Cause: Please review the 2025 implementation of private placement for common shares.
Description: I. Pursuant to Paragraph 7, Article 43-6 of the Securities and Exchange Act, the private placement of securities may be conducted in tranches within one year from the date of the resolution adopted by the shareholders’ meeting. The Company’s regular shareholders’ meeting held on June 23, 2025 approved the authorization of the Board of Directors to conduct a private placement of common shares in six tranches within one year from the date of the shareholders’ meeting resolution, within a limit of no more than 54,000,000 common shares.
II. As of now, only one tranche of the private placement of common shares has been completed. The Company has not yet determined whether it will continue to conduct the private placement of common shares within the remaining period. As resolved by the Board of Directors, the Company will not continue to conduct the private placement of common shares approved at the 2025 regular shareholders' meeting after the period expires on June 22, 2026, and will report the matter at the 2026 regular shareholders' meeting.
Proposal 5
Cause: Please review the report on the disposal of land and buildings at the Guanyin Plant.
Description: To activate assets, repay borrowings, improve its financial structure, offset accumulated losses, and strengthen working capital, the Company prepared an appraisal report for the investment property, namely the land and buildings of the Guanyin Plant, a CPA’s opinion on the reasonableness of the price, and a legal opinion on August 12, 2025 in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the competent authority. The disposal of the investment property in the amount of NTD 521,931,200 was approved by resolution of the Board of Directors. The ownership transfer registration was completed on December 19, 2025, and all borrowings from Bank of Kaohsiung were repaid on December 24, 2025. According to the 2025 consolidated and parent company only financial statements audited by the CPAs, the balance of accumulated losses to be offset decreased to NTD 181,505,476, which no longer exceeded one-half of the paid-in capital of NTD 753,777,150, and there was no going concern. In addition, the liabilities-to-assets ratio in the Group’s consolidated financial statements decreased to 55.05%, and the liabilities-to-assets ratio in the Company’s standalone financial statements decreased to 48.34%.
Proposal 6
Cause: Please review the improvement status of the excessive lending of construction fund from the subsidiary Viva Technologies to the affiliated company Wingo.
Description: This matter is handled in accordance with the explanations set forth in the letter Jin-Guan-Zheng-Shen-Zi No. 1130347995 issued by the Financial Supervisory Commission. As the paid-in capital of the subsidiary Viva Technologies Co., Ltd. (formerly Gampire Technologies Co., Ltd.) has not yet been fully increased, and as it has not yet generated income from its business activities to increase its net worth, the excess fund lending to the affiliate Wingo will need to be improved based on the actual future capital increase and operating status. The Company will continue to report the control progress to the Board of Directors on a quarterly basis, announce the implementation status, and report the matter at the 2026 regular shareholders’ meeting.
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Four. Recognized matters
Proposal 1 (Proposed by the board of directors)
Cause: Please ratify the 2025 business report and financial statements.
Description: I. the Company’s 2025 business report and standalone and consolidated financial statements audited by CPAs, have been approved by the board of directors, and submitted to and audited by the Audit Committee.
II. For the business report and financial statements, please refer to pages 13-15, Attachment 1, and pages 17-34, Attachment 3 of the agenda handbook.
III. Please ratify.
Resolution:
Proposal 2 (Proposed by the board of directors)
Cause: Please ratify the 2025 deficit compensation proposal.
Description: I. please refer to page 35, Attachment 4 of the agenda handbook for the 2025 statement of deficit compensation.
II. Please ratify.
Resolution:
Five. Discussions
Proposal 1 (Proposed by the board of directors)
Cause: Amendment to the Company's Rules of Procedure for Shareholders' Meetings is submitted for discussion.
Description: I. To comply with the sample template of the "Rules of Procedure for Shareholders' Meetings" amended and announced by the competent authority, the Taiwan Stock Exchange, the Company proposes to amend Articles 8, 18, 21, and 23.
II. Please refer to Attachment 5 on pages 36-37 of the agenda handbook for the comparison table of the amended provisions of the Company's Rules of Procedure for Shareholders' Meetings.
III. Please resolve.
Resolution:
Proposal 2 (Proposed by the board of directors)
Cause: The proposal of 2026 private placement for common shares, please discuss.
Description: I. Purpose and limit of fundraising: to introduce counterparties that can directly or indirectly benefit the Company's future operations, and then help the Company to conduct vertical or horizontal industrial integration, or diversify operations, to cope with the Company's long-term development, replenish working capital, and repay the borrowings to improve the financial structure, it is proposed that the shareholders' meeting discuss and authorize the Board of Directors to conduct a private placement of common shares within the limit of 52,000,000 common shares, in six tranches within a year from the resolution date of the shareholders' meeting.
II. Pursuant to Paragraph 6, Article 43-6 of the Securities and Exchange Act, and Directions for Public Companies Conducting Private Placements of Securities, the matters related to the private placement are described as follows:
(I) The criteria for determination of the private placement price, and the reasonableness of the price:
The issue price is no lower than 80% of the higher of the prices calculated at the following two criteria:
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The simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction.
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The simple arithmetical average closing price of the ordinary shares of the Company for thirty trading
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days prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of shares cancelled in connection with capital reduction.
- For the actual pricing date and the actual private placement price, within the extent not lower than the percentage resolved by shareholders' meeting, the board of directors is authorized to decide on the situation of specific persons in the future.
For the determination of the aforesaid issue price, in addition to considering the three-year transfer restriction on privately placed securities under the Securities Exchange Act, it is based on relevant laws and regulations and the closing price of common shares, which shall be reasonable.
- The issue price of the common shares under this private placement is currently not expected to be lower than the par value of the shares. However, if the actual issue price is set below the par value, the expected impact on shareholders' equity would be the loss arising from the difference between the actual issue price and the par value, which will be gradually eliminated depending on the Company's operating conditions. The impact on shareholders' equity is expected to be limited. In addition, once the expected benefits of the Company's capital increase materialize, its financial and capital structure will improve, which will be conducive to the Company's stable and long-term development and have a positive benefit to shareholders' equity.
(II) The method for selecting the specific persons
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The subscribers to this private placement of common shares shall be limited to specific persons who comply with Article 43-6 of the Securities and Exchange Act and the Order Jin-Guan-Zheng-Fa-Zi No. 1120383220 issued by the Financial Supervisory Commission on September 12, 2023. No subscribers have been finalized yet.
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When the placee is an internal person or related person of the Company:
The possible internal person or related person to participate the private placement are listed as below; provided the list is only the potential placee:
| Serial number | Name | Relationship with the Company | Selection method and purpose |
|---|---|---|---|
| 1 | Hsu, Chin-Lung | The Company's chairman | It is considered that he has a good understanding of the Company and can provide all kinds of support needed for the Company's operation or development. |
| 2 | Kuo, Hui-Lan | The Company's vice chairman | |
| 3 | Huayang Venture Capital Co., Ltd. | Institutional directors |
When the placee is an legal entity, the matters to be disclosed:
| Legal entity placee | Name of shareholder and shareholding percentage | Relationship with the Company |
|---|---|---|
| Huayang Venture Capital Co., Ltd. | Hsu, Chin-Lung 91.93% | The Company's chairman |
| Hsu, Bao-Chen 2.95% | None | |
| Hsu, Yun-Sheng 2.38% | None | |
| Hsu, Geng-Ming 2.38% | None | |
| TAIWAN RONG BAO ZHAI ART INC. 0.12% | None | |
| Chen, Rui-Fei 0.12% | None | |
| Chen, Wei-Ling 0.12% | None | |
| Evergreat E&C Co., Ltd. | Hsin Tai Asset Management Co., Ltd. 25.24% | None |
| Quin Tai Electronics Co., Ltd. 24.76% | None | |
| Asia Energy Development Co., Ltd. 20.83% | None | |
| Bao Yuan Investment Co., Ltd. 19.45% | None | |
| Bao Lin Investment Co., Ltd. 9.72% | None |
- When the placees are the strategic investors:
(1) Selection method and purpose of the placees: The placee may be an individual or juristic person who can improve the Company's profits, or improve the Company's financial and capital structure and provide business advantages by virtue of his/her/its own experience, technology, knowledge, among other things.
(2) Necessity: the placement can enhance the Company's competitive advantage, improve the Company's financial health, and is obviously helpful and necessary for the Company's long-term business development.
(3) Estimated benefits: it will help the Company's business expansion, improve the Company's financial and capital structure, and achieve the benefits of improving the Company's future operating performance.
(4) No strategic investors have been finalized yet.
(III) Reasons for the necessity of conducting the private placement:
- Reasons for not adopting public offering: considering
factors such as capital market conditions, issuance costs, and the relative timeliness and convenience of private placement, to facilitate the introduction of strategic investors and internal persons, with the restrictions on the transfer of privately placed shares, it is more likely to ensure a long-term cooperative relationship with strategic investors; therefore, the Company adopts private placement to handle cash capital increase and issue new shares rather than public offering.
- Purpose of funds from private placement and expected benefits:
Depending on the conditions of the market and the places, the Company will authorize the board of directors to place the shares in six tranches within one year from the resolution of the shareholders' meeting. The purpose of funds for each tranche and the estimated benefits are as follows:
(1) Number of common shares to be privately placed in each tranche: The first tranche shall be capped at 52,000,000 shares. The second, third, fourth, fifth, and sixth tranches shall each be capped within the remaining balance of the 52,000,000-share limit.
(2) The purpose of funds in each tranche: all of the six tranches are to replenish the working capital, repay borrowings (including but not limited to bank loans, other borrowings from related parties or non-related parties), make long-term equity investments, conduct mergers and acquisitions for new business development, acquire related real estate and equipment, strengthen the financial and capital structure, or meet funding needs for developing new businesses and expansion.
Expected benefits of each tranche: The expected benefits of all six tranches are to strengthen working capital, repay borrowings, make long-term equity investments, conduct mergers and acquisitions for new business development, and acquire related real estate and equipment, thereby strengthening the financial and capital structure, meeting funding needs for future operational development, enhancing the Company's operating fundamentals and competitiveness, and improving overall shareholder equity.
(IV) Whether independent directors have objections or qualified opinion: no.
III. Pursuant to the "Directions for Public Companies Conducting Private Placements of Securities," if there has been any significant change in managerial control during the period from 1 year preceding the day on which the board of directors
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resolves on the private placement of securities, the Company shall engage a securities underwriter to provide an assessment opinion on the necessity and reasonableness for conducting the private placement. After this private placement, the Company is not expected to experience any change in board seats or management control due to operational adjustments. Nevertheless, the Company has still engaged Taishin Securities Co., Ltd. to issue an assessment opinion on the necessity and reasonableness of this private placement of common shares. Please refer to Attachment 6 on pages 38-52 of the agenda handbook.
IV. In principle, the rights and obligations of the common shares in this private placement are the same as those of the common shares issued by the Company. However, pursuant to the Securities and Exchange Act, the common shares of this private placement cannot be freely transferred in principle within three years after the issuance. Upon the lapse of the three full years, the Company intends to apply for the public offering and listing of common shares under this private placement pursuant to the Securities and Exchange Act to the competent authorities.
V. For matters not mentioned in this private placement of common shares, it is proposed to request the shareholders' meeting to authorize the board of directors to adjust, formulate, and handle the matters depending on the industry situation. In the future, if any change is required due to the revision instructed by the competent authority, or based on operational evaluation, or due to changes in the objective environment, the board of directors also has the full authority to handle. For the matters not mentioned above, unless otherwise stipulated by laws and regulations, the chairman is authorized to handle them with full authority pursuant to laws.
VI. Please resolve.
Resolution:
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Six.Extempore Motions
Seven.Adjournment
Attachment 1. Business report
Lung Ming Green Energy Technology Engineering Co., Ltd.
Business Report
Looking back on 2025, the global economy was affected by U.S. tariff policies, overcapacity in China, and exchange rate fluctuations, which increased corporate operating costs and brought transformative impacts to global supply chains. Meanwhile, the rapid development and commercialization of artificial intelligence (AI) technologies continued to serve as an important growth engine for the global economy, driving increases in technology investment and corporate capital expenditures, while also enhancing production efficiency and medium- to long-term growth prospects. For Lung Ming Green Energy Group, revenue decreased compared with prior years because the progress of its mechanical and electrical engineering projects, including large-scale offshore wind power development projects and replacement and expansion works for cleanroom plant facilities, had entered the later stages of construction. In addition, the Group adopted conservative operating plans in response to its current capital structure.
Lung Ming Green Energy Group’s principal business activities are divided into three major categories: mechanical and electrical engineering, construction engineering, and others. Mechanical and electrical engineering and construction engineering are the Group’s main sources of revenue, accounting for more than 99% of total revenue. Among the ongoing engineering projects, the mechanical and electrical construction project for Bade Minimum-Security Prison under the Agency of Corrections, Ministry of Justice, was completed in 2025 and is currently under inspection. In addition, the Group continues to develop major projects, including cleanroom plant design and expansion works for major U.S. high-tech companies, renovation and maintenance works for offshore wind farm port facilities, and the construction of operations centers. As of December 31, 2025, the Group’s consolidated revenue amounted to NTD 462,654 thousand, gross profit from operations amounted to NTD (34,193) thousand, net income after tax amounted to NTD (160,321) thousand, and earnings per share after tax (EPS) were NTD (2.16). Overall financial performance declined from the previous year. This was mainly because large-scale public construction projects in progress in 2025 affected current assets. In addition, as revenue recognition under the percentage-of-completion method had passed its peak, engineering cost recognition and selling, general, and administrative expenses increased.
Looking ahead to 2026, Lung Ming Green Energy’s management team will continuously start out from the business direction of "reinforce the core and expand businesses" to seize the business opportunities in the green energy technology market. Regarding the business strategy to "reinforce the core," in the past 30 years of construction and mechatronics engineering businesses, we have spanned across different industries and types of works, winning orders from many customers in the high-tech industry, public works, wind power industry, etc. For the mechatronics business, we have already adopted the strategy to optimize the project structure of incoming mechatronics engineering projects. Besides the existing construction projects that are adequate and maintain a steady work in progress, we
also target tender public works with over one hundred million in tender amount for assessment and subsequent bidding. At the same time, we will improve the overall management processes, raise the added value to constructions, and increase the profitability and achievements of the Group. Also, on the basis of existing businesses, we will adopt the "expand businesses" strategy to extend the scope of applications of green energy technologies to create a circular economy and the new growth momentum for Lung Ming Green Energy.
As Lung Ming Green Energy Group continues to secure mechanical and electrical engineering and construction engineering projects and recognize construction revenue in line with project schedules, it will continue to focus on its core business and expand its revenue base, while also identifying industries highly relevant to its core business for diversified strategic operations and further developing markets with high added value. Looking ahead, as the pace of expansion of high-tech plants begins to accelerate and the government actively promotes urban renewal and public construction projects, the Group is expected to have opportunities to increase its market share across various fields. This is expected to drive improvements in the Group's overall revenue performance and gross margin, thereby enhancing the Company's profitability. The Company will also seek appropriate opportunities to inject working capital through the private placement of common shares and the issuance of secured convertible corporate bonds, which will help Lung Ming Green Energy optimize its financial performance and improve its capital structure.
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We hereby reports our business operations in 2025 as follows:
I. 2025 Standalone Financial Statements
(I) Business results:
Unit: NTD thousand
| Item | 2025 | 2024 | Variation |
|---|---|---|---|
| Operating revenue | 446,108 | 843,799 | -47.13% |
| Operating gross profit | 42,132 | 191,657 | -78.02% |
| Net operating profit (loss) | (99,766) | 98,840 | -200.94% |
| Non-operating income and expenses | (82,251) | (180,006) | -54.31% |
| Net income (loss) after tax | (160,321) | (93,363) | 71.72% |
(II) Profitability Analysis:
| Analysis | 2025 | 2024 | |
|---|---|---|---|
| Profitability | Return on assets | -11.36% | -5.96% |
| Return on shareholders’ equity | -25.23% | -21.57% | |
| Operating income to paid-in capital ratio | -13.24% | 13.53% | |
| EBT to paid-in capital ratio | -24.15% | -11.11% | |
| Net profit margin | -35.94% | -11.06% | |
| Earnings per share (dollars) | (2.16) | (1.46) |
II. 2025 Consolidated Financial Statements
(I) Business results:
Unit: NTD thousand
| Item | 2025 | 2024 | Variation |
|---|---|---|---|
| Operating revenue | 462,654 | 851,422 | -45.66% |
| Operating gross profit | (34,193) | 71,413 | -147.88% |
| Net operating profit (loss) | (185,638) | (30,564) | 507.37% |
| Non-operating income and expenses | 6,148 | (71,198) | -108.64% |
| Net income (loss) after tax | (160,321) | (93,363) | 71.72% |
(II) Profitability Analysis:
| Analysis | 2025 | 2024 | |
|---|---|---|---|
| Profitability | Return on assets | -9.98% | -5.30% |
| Return on shareholders’ equity | -25.23% | -21.57% | |
| Operating income to paid-in capital ratio | -24.63% | -4.18% | |
| EBT to paid-in capital ratio | -23.81% | -13.93% | |
| Net profit margin | -34.65% | -10.97% | |
| Earnings per share (dollars) | (2.16) | (1.46) |
Chairman: Hsu, Chin-Lung
General Manager: Hsu, Chin-Lung
Accounting Officer: Chang, Chi-Ting
Attachment 2. Audit Committee's Review Report
Audit Committee's Review Report
The 2025 business report, financial report (including the consolidated and parent-only financial statements), and deficit compensation proposal have been prepared and submitted by the board of directors; the financial report has been audited by Crown & Co., CPAs with the independent auditor's report presented.
The aforesaid business report, financial report, and deficit compensation proposal have been reviewed by the Audit Committee without inconsistence found. It is hereby presented the report pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review
For
2026 Regular Shareholders' Meeting
Lung Ming Green Energy
Technology Engineering Co., Ltd.
Convener of the Audit
Committee: Cheng, Yun-Da
March 25, 2026
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Attachment 3. Independent Auditor's Audit Report (Consolidated)
Independent Auditor’s Audit Report
To Lung Ming Green Energy Technology Engineering Co., Ltd.:
Audit opinion
Lung Ming Green Energy Technology Engineering Co., Ltd. and Its Subsidiaries (hereinafter referred to as "Lung Ming Green Energy Group") the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income from January 1 to December 31, 2025 and 2024. We have audited the statements of changes in equity and the consolidated statements of cash flows, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the audit reports of other accountants (please refer to the Other Matters paragraph), the consolidated financial statements are, in all material respects, prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the international financial reporting approved and issued into effect by the Financial Supervisory Commission of the Republic of China. International Accounting Standards, International Accounting Standards, Interpretations and Interpretations are prepared to fairly convey the consolidated financial position of Lung Ming Green Energy Group as of December 31, 2025 and 2024, and consolidated financial performance and consolidated cash flows for the periods January 1 to December 31, 2025 and 2024.
Basis for the audit opinion
We conducted the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibility to the standards will be explained in the paragraph of auditor’s responsibilities when auditing the consolidated financial statements. All relevant independent personnel subject to the CPA professional ethics within the firm remain independent from the Lung Ming Green Energy Group and implement responsibilities regulated in the ethics. Based on the results of our audit and the audit reports of other auditors, we believe we have obtained sufficient and appropriate audit evidence to serve as the basis for the audit opinion.
Emphasis of Matter
As described in Note 9(14) to the consolidated financial statements, Lung Ming Green Energy Technology Engineering Co., Ltd. had two bank promissory notes returned unpaid by financial institutions on the afternoon of June 27, 2025, in the amounts of NTD 86,640 thousand and NTD 108,300 thousand, respectively. The Company subsequently convened a board meeting to report and explain the matter. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year ended December 31, 2025. All relevant matters were audited during the audit of the consolidated financial statements and the formulation of the audit opinions. We will not express our opinions on those matters separately.
The key audit matters are described as below:
I. Assessment to the loss allowance of receivables
Matter description
Please refer to item 8 of Note 4 of the consolidated financial statements for accounting policies regarding the impairment assessment of the accounts receivables; please refer to Note 5 for details on significant accounting estimates and assumptions; please refer to item 3 of Note 6 of the consolidated financial statements for descriptions of the accounts receivables.
The assessment to the loss allowance of receivables is the best estimate made by the management for the possible default of the receivables that existed on the balance sheet date. The estimate involves of multiple assessments and forecasts of the management such as the past events, current circumstance, and future macroeconomic situations, and the measurement results will directly affect the recognition of relevant amounts. Therefore, we consider the estimate of the Company's loss allowance for receivables is the most important matter in the audit.
Corresponding audit process
The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):
- Understand and evaluate the Company's policy for the provision of allowance losses on accounts receivable (including the relevance of forward-looking information on macro economic indicators), and evaluate the rationality of the policy.
- Assessed the receivables by referring to the probability of overdue credit losses in the past years, and set aside the loss allowance in accordance with the Company's policies. We understood and assessed the ratio of losses to overdue receivables in the past years and forward-looking information, to test and assess the appropriateness of the classification of receivable groups.
- Sampled to inspect the adequacy of the supporting documents and the amount provided in cases at the management level.
- Computed whether the loss allowance is provided based on the Company's policy.
II. Recognition of construction revenue - Assessment of the percentage of completion
Matter description
Please refer to Note 4(18) of the consolidated financial statements for accounting policies regarding construction contracts; please refer to Note 5 of the consolidated financial statements for important judgments, accounting estimates, and assumptions with uncertainties related to the adoption of construction contract accounting policies; please refer to Note 6(21) of the consolidated financial statements for details on engineering contract revenue and related contract assets and liabilities.
The construction revenue and costs of Lung Ming Green Energy Group are primarily generated from contracted projects. When the outcome of a construction contract can be reasonably estimated, revenue is recognized based on the percentage-of-completion method and calculated based on the degree of completion during the contract period. The degree of completion is determined by the costs incurred for each contract up to the end of the financial reporting period as a percentage of the estimated total costs of that contract. The estimate of the aforementioned total costs, including subcontracting, material, labor, and other project expenses, is based on management's assessments of the varying nature of each project and fluctuations in market conditions.
As the estimated total cost affects the degree of completion and the recognition of revenue from projects, and the overall project cost items are complex, often involving subjective judgments, resulting in high uncertainty, so our assessment regarded the degree of completion used in the recognition of revenue from project as one of the key matter for the audit.
Corresponding audit process
The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):
- Evaluate the reasonableness of the internal operating procedures used to estimate the total cost of a project based on the understanding of its operation and the nature of the industry, including the basis for estimating the total cost of a construction contract of the same nature.
- Assessed and tested the management's internal control procedures for recognizing revenue from project based on the degree of completion, including checking supporting documents for works added or reduced and major projects priced in the current period.
- Randomly check the part of the contracts that have been awarded, and evaluate the basis and reasonableness of the estimated cost for the part that has not yet been awarded.
- Conducted relevant verification procedures for the income statement of the project at the end of the period, including sampling the incurred costs of the current period to appropriate certificates, and recalculating the revenue from project recognized based on the degree of completion, and it has been properly recorded.
III. Assessment of the going concern ability
Matter description
Lung Ming Green Energy Group is currently involved in ongoing litigation, as described in Note 9 to the consolidated financial statements. The potential adverse outcomes of these unresolved cases may exceed the Group's financial capacity. As mentioned in Note 12(2) to the financial statements, the management has successively adopted necessary measures to ensure that Lung Ming Green Energy Group can continue to operate in the future and gradually improve its situation. Since the feasibility of the contingency plan proposed by the management to improve the financial condition and financial
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performance involves subjective judgment, the accountant's assessment of the going concern is listed as the most important audit item.
Corresponding audit process
The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):
- Discuss with the management the events or situations that affect the assumption of the Company's continuing operations and the corresponding plans.
- Evaluate the feasibility of the management's response plan and the effect of improving the financial position.
- Obtaining the management's financial budget for the next year, future cash flows, profits and other relevant information, and asking the management's basic assumptions and examining the reasonableness of the relevant supporting information.
- Inquire the management and review the audit evidence related to the audits in the post-period to assess whether there are matters that affect the Company's ability to continue as a going concern.
- Inquire about borrowings and other debt contracts, review the Company's past debt repayment status, and assess whether there is any doubt about its future solvency.
- Obtaining the investor's financial support commitment and reviewing the relevant evidence that the investment funds are in place, and assessing the effectiveness and feasibility of the financial support provided.
- Assess whether there is any doubt about the Company's ability to fulfill customer contracts.
- Inquire the minutes of the Board of Directors, shareholders' meetings and other important meetings, and evaluate whether there are unknown and possible lawsuits that are not conducive to the continued operation of the Company.
- Issue letters to the Company's external lawyers and relevant units to obtain the latest progress of important legal matters such as major known pending litigations, to assess whether there is a possibility of an outcome unfavorable to the Company's continued operation.
- Obtain and review the declaration issued by the management authority on the response plan and its feasibility.
- Evaluate the appropriateness of the disclosures made by the management in the notes to the financial statements.
Other matters
We did not audit the financial statements of investee companies, presented as investment accounted for using the equity method in the consolidated financial statements for 2024. Those financial statements were audited by other independent auditors. The opinions expressed in the consolidated financial statements for 2024 regarding the share of the profit or loss of the investment accounted for using the equity method were based on the audit reports of other independent auditors. On December 31, 2024, the investment in the aforesaid investee company under the equity method was NTD 14,318 thousand, accounting for 0.87% of the total assets of the parent company. From January 1 to December 31, 2024, the share of loss recognized under the equity method was NTD (350) thousand, accounting for 0.34% of the consolidated net loss before tax.
Lung Ming Green Energy Technology Engineering Co., Ltd. has prepared the unconsolidated financial statements for the years ended December 31, 2025 and 2024, to which we have issued an unqualified opinion and the paragraphs on other matters and an unqualified opinion on other matters, respectively, for reference.
The responsibility of the management and the governing body for the consolidated financial statements
The management is responsible for preparing the appropriate consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Firms, the International Financial Reporting Standards approved by the Financial Supervisory Commission, the International Accounting Standards and interpretations thereof. Additionally, it is responsible for maintaining the internal control mechanism that is related to and necessary for the preparation of the consolidated financial statements. As a result, it can ensure material misstatement due to fraud or error is not pertained in the consolidated financial statements.
Other than the situation that the management intends to liquidate Lung Ming Green Energy Group or stop the business, or no other approaches can be used except for these two measures, during the preparation
of the consolidated financial statements, the responsibility of the management also includes evaluating the going concern capacity of the Lung Ming Green Energy Group, disclosure of relative matters, and adoption of the going concern accounting basis.
The governing body of the Lung Ming Green Energy Group (including the Audit Committee) has the responsibility to supervise the financial reporting procedures.
Our responsibility for the audit of the consolidated financial statements
The purpose for us to audit the consolidated financial statements is to obtain reasonable assurance that there is no material misstatement due to fraud or error in the consolidated financial statements, and we issue the audit report afterwards. Reasonable assurance means high assurance. Only that the audit work implemented in accordance with the auditing standards cannot give the promise that every material misstatement in the consolidated financial statements are found. Misstatement might result from fraud or error. If we can reasonably expect the individual amounts or the total amount in the misstatement would influence the financial decision made by the user of the consolidated financial statements, the misstatement is considered material.
We exercised professional judgment and maintained professional skepticism in conducting our audit in accordance with auditing standards. We also perform the following work:
- We identify the material misstatement resulting from fraud or error in the consolidated financial statement and assess its risk. We design and implement appropriate corresponding measures for the assessed risk. We acquire sufficient and appropriate audit evidence to serve as the basis for the audit opinion.
Due to the fact that fraud might include collusion, forgery, intended omission, misstatement and violation of internal control, the risk of the misstatement resulting from fraud is higher than that resulting from error.
-
We acquire necessary understanding of the internal control mechanism that is related to the audit to design appropriate audit process for the situation at the time. The purpose of the knowledge is not expressing opinions to the effectiveness of the internal control mechanism of the Lung Ming Green Energy Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by made by management.
-
Based on the acquired audit evidence, we decide whether the going concern accounting basis adopted by the management is suitable, whether events that might affect the going concern capacity of Lung Ming Green Energy Group exist, and whether there is major uncertainty. A conclusion will be made afterwards. We believe under the circumstances that there is major uncertainty, a reminder shall be included in the audit report to inform the consolidated financial statements user to pay attention to relative disclosures in the statements. We shall modify the audit opinion when the disclosure is considered improper. Our conclusion is based on the audit evidence acquired as of the date of the audit report. Future events or circumstances might still result in the fact that Lung Ming Green Energy Group no longer has the going concern capacity.
-
We evaluate the overall statements, structures and contents of the consolidated financial statements (including relative notes) and see whether the statements appropriately state relevant transactions and events.
-
We examine the financial information of individual companies within the Group to acquire sufficient and appropriate audit evidence for expressing opinions in the consolidated financial statements. We are responsible to guide, supervise and implement the audit for the Company. In addition, we are responsible for the formulation of opinions for the Company.
We communicate with the governing body on the scope and time of the audit as well as the significant findings (including significant deficiencies of the internal control mechanism identified during the audit process).
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
20
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We clearly state all above matters in the audit report, unless the law prohibits us to publicly disclose certain matters, or under rare circumstances we decide not to include certain matters in the audit report since we can reasonably expect the resulting negative impact is greater than the public interest they bring.
Crown & Co., CPAs
CPA : Jinn Der Chang
CPA : Yu Jhih Li
No. of Approval Document by the Competent Authority
Letter (79)Tai-Cai-Zheng-(I) No.00351
Jin-Guan-Zheng-Shen-Zi No. 1030033359
March 25, 2026
21
Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
December 31 of 2025 and 2024
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and equity | December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets | Current liabilities | |||||||||
| 1100 | Cash and cash equivalent (Note 4 and 6) | $ 122,331 | 10 | $ 113,225 | 7 | 2100 Short-term loans (Note 4, 6, and 8) | $ 72,751 | 6 | $ 148,537 | 9 |
| 1110 | Financial assets measured at fair values through profit or loss - Current | 911 | - | 1,978 | - | 2130 Contract liabilities - current (Notes 4 and 6) | 200,572 | 17 | 125,746 | 8 |
| (Note 4 and 6) | 2150 Notes payable (Note 4 and 6) | 9,073 | 1 | 7,660 | 1 | |||||
| 1136 | Financial assets measured at amortized cost - Current | 180,330 | 14 | 209,131 | 12 | 2170 Accounts payable (Note 4 and 6) | 241,951 | 20 | 231,513 | 14 |
| (Notes 4, 6 and 8) | 2180 Accounts payable - related parties (Notes 4, 6 and 7) | - | - | 16,219 | 1 | |||||
| 1140 | Contract assets - Current (Note 4 and 6) | 371,105 | 30 | 435,013 | 26 | 2200 Other payables (Note 4 and 6) | 27,279 | 2 | 41,691 | 2 |
| 1170 | Accounts receivable - Net (Note 4 and 6) | 36,539 | 3 | - | - | 2220 Other payables - related parties (Notes 4, 6 and 7) | 51,305 | 4 | 50,106 | 3 |
| 1200 | Other receivables (Notes 4 and 6) | 69,386 | 6 | 69,084 | 4 | 2250 Provisions - current (Notes 4 and 6) | 64,032 | 5 | 53,818 | 3 |
| 1210 | Other receivables - related parties (Notes 4, 6 and 7) | - | - | 853 | - | 2280 Lease liabilities - current (Notes 4 and 6) | 9,565 | - | 4,307 | - |
| 1220 | Current income tax assets (Note 4 and 6) | 216 | - | 156 | - | 2322 Long-term borrowings due within one year or one operating cycle (4, 6 and 8) | - | - | 15,000 | 1 |
| 1310 | Inventories (Note 4 and 6) | - | - | - | - | 2399 Other current liabilities | 1,150 | - | 2,988 | - |
| 1410 | Prepayments (Notes 6 and 7) | 193,249 | 15 | 136,534 | 8 | 21XX Total of current liabilities | 677,678 | 55 | 697,585 | 42 |
| 1460 | Non-current assets or disposal groups classified as held for sale, net (Notes 4 and 6) | 10,991 | 1 | 10,991 | 1 | Non-current liabilities | ||||
| 1470 | Other current assets | 161 | - | 160 | - | 2540 Long-term borrowings (4, 6, and 8) | - | - | 225,000 | 14 |
| 1478 | Guarantee deposits paid (Note 6) | 1,914 | - | 7,867 | 1 | 2550 Provisions - non-current (Notes 4 and 6) | - | - | 13,410 | 1 |
| 11XX | Total of Current Assets | 987,133 | 79 | 984,992 | 59 | 2570 Deferred income tax liabilities (Notes 4 and 6) | - | - | 271 | - |
| Non-current assets | 2580 Lease liabilities, non-current (Notes 4 and 6) | 5,900 | - | 4,337 | - | |||||
| 1517 | Financial assets at fair value through other comprehensive income | 3,153 | - | - | - | 2640 Net defined benefit liabilities - non-current (Notes 4 and 6) | 1,898 | - | 2,631 | - |
| - non-current (Notes 4 and 6) | 2645 Deposits received (Note 6) | 2,997 | - | 2,997 | - | |||||
| 1535 | Financial assets measured at amortized cost (Notes 4, 6 and 8) | 13,700 | 1 | - | - | 25XX Total of non-current liabilities | 10,795 | - | 248,646 | 15 |
| 1550 | Investments accounted using the equity method (Note 4 and 6) | 13,818 | 1 | 14,318 | 1 | 2XXX Total liabilities | 688,473 | 55 | 946,231 | 57 |
| 1600 | Property, plant and equipment (Note 4, 6, and 8) | 17,460 | 2 | 19,496 | 1 | Equity attributable to the owners of the parent company (Note 6) | ||||
| 1755 | Right-of-use assets (Note 4 and 6) | 15,303 | 1 | 8,573 | 1 | 3110 Common stock share capital | 753,777 | 60 | 730,736 | 44 |
| 1760 | Investment property (Notes 4, 6 and 8) | - | - | 451,000 | 27 | 3200 Capital reserve | 6,959 | 1 | 66,380 | 4 |
| 1780 | Intangible assets (Note 4 and 6) | - | - | 15 | - | 3300 Retained earnings | ||||
| 1840 | Deferred income tax assets (Note 4 and 6) | 156,067 | 12 | 135,128 | 8 | 3350 Accumulated deficit | (181,505) | (14) | (449,962) | (27) |
| 1920 | Guarantee deposits paid (Notes 6 and 9) | 44,039 | 4 | 21,651 | 2 | 3400 Other equity | (17,031) | (2) | 361,288 | 22 |
| 1960 | Prepaid investment (Note 6) | - | - | 19,500 | 1 | 31XX Total equity of the parent company | 562,200 | 45 | 708,442 | 43 |
| 15XX | Total of Non-Current Assets | 263,540 | 21 | 669,681 | 41 | 3XXX Total equity | 562,200 | 45 | 708,442 | 43 |
| 1XXX | Total assets | $ 1,250,673 | 100 | $ 1,654,673 | 100 | Total liabilities and equity | $ 1,250,673 | 100 | $ 1,654,673 | 100 |
(Please refer to the notes to the consolidated financial statements)
Chairman:
Manager:
Accounting Officer:
Disposal of investment property
Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries
Consolidated comprehensive income statement
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| 4000 Net operating income (Note 4, 6, and 7) | $ 462,654 | 100 | $ 851,422 | 100 |
| 5000 Operating costs (Note 4 and 6) | (496,847) | (107) | (780,009) | (92) |
| 5900 Gross profit (loss) | (34,193) | (7) | 71,413 | 8 |
| 6000 Operating expenses (Note 4, 6, and 7) | ||||
| 6200 Management expense | (106,576) | (22) | (102,306) | (12) |
| 6450 Expected credit impairment (loss) benefit | (44,869) | (10) | 329 | - |
| 6000 Total operating expenses | (151,445) | (32) | (101,977) | (12) |
| 6900 Net operating profit (loss) | (185,638) | (39) | (30,564) | (4) |
| Non-operating income and expenses (Note 4, 6, and 7) | ||||
| 7100 Interest income | 1,297 | - | 1,270 | - |
| 7010 Other revenue | 29,970 | 6 | 28,957 | 3 |
| 7020 Other profits and losses | 1,345 | - | (74,959) | (9) |
| 7050 Financial cost | (19,265) | (4) | (21,808) | (2) |
| 7055 Expected loss from credit impairment | (6,699) | (1) | - | - |
| 7060 Shareholding in the profit or loss of the affiliated company under the equity method | (500) | - | (4,658) | - |
| 7000 Total of non-operating income and expenses | 6,148 | 1 | (71,198) | (8) |
| 7900 Net income (loss) before tax | (179,490) | (39) | (101,762) | (12) |
| 7950 Income tax benefits (Notes 4 and 6) | 19,169 | 4 | 8,399 | 1 |
| 8200 Net income (loss) | (160,321) | (35) | (93,363) | (11) |
| Other comprehensive income (Notes 4 and 6): | ||||
| 8310 Titles not reclassified into income | ||||
| 8311 Re-measurement of defined benefit plan | 586 | - | (680) | - |
| 8312 Revaluation increments of property, plant, and equipment | - | - | 362,200 | 42 |
| 8316 Unrealized gain (loss) from investments in equity instruments measured at fair value through other consolidated income or loss | (16,347) | (4) | - | - |
| 8349 Less: Income taxes related to items not subject to reclassification | (117) | - | (135) | - |
| Components of other comprehensive income that will not be reclassified to profit or loss | (15,878) | (4) | 361,385 | 42 |
| 8360 Titles potentially reclassified into income subsequently | ||||
| 8361 Exchange difference in the financial statements of foreign operations | (43) | - | 6 | - |
| D Components of other comprehensive income that will be reclassified to profit or loss | (43) | - | 6 | - |
| 8300 Other consolidated income (loss) - Net | (15,921) | (4) | 361,391 | 42 |
| 8500 Total comprehensive income | $ (176,242) | (39) | $ 268,028 | 31 |
| 8600 Net (loss) attributable to (Note 6) | ||||
| 8610 Parent company shareholders | $ (160,321) | (34) | $ (93,363) | (11) |
| 8700 Consolidated income or loss attributable to | ||||
| 8710 Parent company shareholders | $ (176,242) | (116) | $ 268,028 | 31 |
| Loss per share (TWD) | ||||
| 9750 Basic loss per share | $ (2.16) | $ (1.46) | ||
| 9850 Diluted loss per share | $ (2.16) | $ (1.46) |
(Please refer to the notes to the consolidated financial statements)
Chairman:
Manager:
Accounting Officer:
Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| Equity attributable to the owners of the parent company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Common stock share cap | Capital reserve | Accumulated deficit | Exchange difference in the financial statements of foreign operations | Unrealized gain (loss) of the financial assets measured at fair values through other consolidated income or loss | Revaluation increments of property, plant, and equipment | Total equities | ||
| A1 | Balance as at 1 January 2024 | $ 513,736 | $ 85,217 | $ (441,272) | $ 678 | $ (1,325) | $ - | $ 157,034 |
| C11 | Additional paid-in capital used to make up loss | - | (85,217) | 85,217 | - | - | - | - |
| D1 | Net income (loss) | - | - | (93,363) | - | - | - | (93,363) |
| D3 | Other consolidated income (loss) | - | - | (544) | 6 | - | 361,929 | 361,391 |
| D5 | Total consolidated income (loss) | - | - | (93,907) | 6 | - | 361,929 | 268,028 |
| E1 | Capital increase in cash | 217,000 | 66,380 | - | - | - | - | 283,380 |
| Z1 | Balance as at 31 December 2024 | $ 730,736 | $ 66,380 | $ (449,962) | $ 684 | $ (1,325) | $ 361,929 | $ 708,442 |
| A1 | Balance as at 1 January 2025 | $ 730,736 | $ 66,380 | $ (449,962) | $ 684 | $ (1,325) | $ 361,929 | $ 708,442 |
| C11 | Additional paid-in capital used to make up loss | - | (66,380) | 66,380 | - | - | - | - |
| D1 | Net income (loss) | - | - | (160,321) | - | - | - | (160,321) |
| D3 | Other consolidated income (loss) | - | - | 469 | (43) | (16,347) | - | (15,921) |
| D5 | Total consolidated income (loss) | - | - | (159,852) | (43) | (16,347) | - | (176,242) |
| E1 | Capital increase in cash | 23,041 | 6,959 | - | - | - | - | 30,000 |
| T1 | Disposal of investment property | - | - | 361,929 | - | - | (361,929) | - |
| Z1 | Balance as at 31 December 2025 | $ 753,777 | $ 6,959 | $ (181,505) | $ 641 | $ (17,672) | $ - | $ 562,200 |
(Please refer to the notes to the consolidated financial statements)
Chairman:
Manager:
Accounting Officer:
Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries
Consolidated Statement of Cash Flow
For the Years Ended December 31, 2025 and 2024
| 2025 | Unit: NTD thousand 2024 | ||
|---|---|---|---|
| AAAA | Cash flow from operating activities: | ||
| A10000 | Net income (loss) before tax | $ (179,490) | $ (101,762) |
| A20010 | Income/expenses: | ||
| A20100 | Depreciation expense | 12,880 | 21,080 |
| A20200 | Amortization expense | 15 | 490 |
| A20300 | Expected credit impairment loss (gain) | 51,568 | (329) |
| Net loss of financial assets and liabilities measured at fair value through profit or loss | 245 | 185 | |
| A20400 | Financial cost | 19,265 | 21,808 |
| A20900 | Interest income | (1,297) | (1,270) |
| A21200 | Interest income | 500 | 4,658 |
| A22300 | Share of losses of associates accounted for using the equity method | (111) | (2,381) |
| A22500 | Disposal of property, plant, and equipment | (54,221) | - |
| A22700 | Gain on disposal of investment property | (14,000) | - |
| A24600 | Gain from fair value adjustment of investment property | - | 3,180 |
| A29900 | Disposal of subsidiaries accounted for using the equity method | - | 15 |
| A29900 | Losses on lease modifications | 18,787 | 29,117 |
| A30000 | Changes in assets/liabilities related to operating activities - Net | ||
| A31125 | Contract assets | 19,039 | 62,020 |
| A31150 | Accounts receivable | (36,539) | 87,246 |
| A31180 | Other receivable | (7,050) | (34,179) |
| A31190 | Other receivable accounts-related party | 853 | (853) |
| A31230 | Prepayments | (56,715) | (76,383) |
| A31240 | Other current assets | (1) | (5) |
| A31990 | Guarantee deposits paid | 5,953 | (150) |
| A32125 | Contract liabilities | 74,826 | 26,484 |
| A32130 | Notes payable | 1,413 | (27,550) |
| A32150 | Accounts payable | 10,438 | (29,362) |
| A32160 | Account payables-related parties | (16,219) | 16,219 |
| A32180 | Other payable | (13,761) | 15,352 |
| A32200 | Reserve for liabilities | (21,983) | (2,788) |
| A32230 | Other current liabilities | (1,838) | (80) |
| A32240 | Net defined benefit liability | (147) | (516) |
| A33000 | Cash inflow (outflow) from operations | (187,590) | 10,246 |
| A33100 | Interest received | 1,346 | 1,218 |
| A33300 | Interest paid | (19,916) | (21,612) |
| A33500 | Income tax paid | (2,218) | (105) |
| AAAA | Net cash inflow (outflow) from operating activities | (208,378) | (10,253) |
(To be continued)
Lung Ming Green Energy Technology Engineering Co., Ltd. and Subsidiaries
Consolidated Statement of Cash Flow
For the Years Ended December 31, 2025 and 2024
| 2025 | Unit: NTD thousand 2024 | ||
|---|---|---|---|
| (Continued from previous page) | |||
| BBBB | Cash flow from investing activities: | ||
| B00040 | Disposal of financial assets measured at fair values through profit or loss | 822 | - |
| B00050 | Acquired financial assets measured at amortized cost | - | (142,605) |
| B00050 | Disposal of financial assets measured at amortized cost | 15,101 | - |
| B02000 | Prepaid investment | - | (19,500) |
| B02700 | Acquisition of property, plant, and equipment | (644) | (1,154) |
| B02800 | Disposal of property, plant, and equipment | 111 | 2,381 |
| B03700 | Increase in guaranteed deposits paid | (23,594) | (6,357) |
| B03800 | Decrease in guarantee deposits paid | 1,206 | 5,382 |
| B05500 | Disposal of investment property | 519,221 | - |
| BBBB | Net cash inflow from investing activities | 512,223 | (161,853) |
| CCCC | Cash flow from financing activities: | ||
| C00100 | Increase in short-term loans | 181,718 | 140,085 |
| C00200 | Decrease in short-term loans | (257,504) | (54,948) |
| C01600 | Borrowing of long-term loan | - | 240,000 |
| C01700 | Retirement of long-term loans | (240,000) | (232,660) |
| C03100 | Decrease in guarantee deposits received | - | (169) |
| C03700 | Increase in other payables - Related parties | 1,199 | - |
| C03800 | Decrease in other payables - related parties | - | (225,538) |
| C04020 | Lease principal payment | (10,109) | (9,020) |
| C04600 | Capital increase in cash | 30,000 | 283,380 |
| CCCC | Net cash inflow (outflow) from financing activities | (294,696) | 141,130 |
| DDDD | Effect of exchange rate fluctuation on cash and cash equivalents | (43) | (356) |
| EEEE | Increase of current cash and cash equivalent | 9,106 | (31,332) |
| E00100 | Opening balance of cash and cash equivalents | 113,225 | 144,557 |
| E00200 | Closing balance of cash and cash equivalents | $ 122,331 | $ 113,225 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Manager: Accounting officer:
Attachment 3. Independent Auditor's Audit Report (Parent Company)
Independent Auditors' Audit Report
To Lung Ming Green Energy Technology Engineering Co., Ltd.:
Audit opinion
We have audited Lung Ming Green Energy Technology Engineering Co., Ltd.'s parent company only balance sheets as of December 31, 2025 and 2024, the parent company only statements of comprehensive income, parent company only statements of changes in equity and parent company only statements of cash flows, and notes to parent company only financial statements (including a summary of significant accounting policies) for the years then ended December 31, 2025 and 2024.
In our opinion, based on our audit and the audit reports of other accountants (please refer to the Other Matters paragraph), the parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and present Lung Ming Green Energy Technology Engineering Co., Ltd. fairly in all material respects. The parent company only financial position of the Company as of December 31, 2025 and 2024, and the parent company only financial performance and parent company only cash flows of the Company from January 1 to December 31, 2025 and 2024.
Basis for the audit opinion
We conducted the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibility to the standards will be explained in the paragraph of auditor's responsibilities when auditing the parent company only financial reports. We are independent of Lung Ming Green Energy Technology Engineering Co., Ltd. in accordance with The Norm of Professional Ethics for Certified Public Accountant, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the results of our audit and the audit reports of other auditors, we believe we have obtained sufficient and appropriate audit evidence to serve as the basis for the audit opinion.
Emphasis of Matter
As described in Note 9(9) to the parent company only financial statements, Lung Ming Green Energy Technology Engineering Co., Ltd. had two bank promissory notes returned unpaid by financial institutions on the afternoon of June 27, 2025, in the amounts of NTD 86,640 thousand and NTD 108,300 thousand, respectively. The Company subsequently convened a board meeting to report and explain the matter. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Lung Ming Green Energy Technology Engineering Co., Ltd. for the year ended December 31, 2025. These matters were addressed in the context of our audit of the 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 matters are described as below:
I. Assessment to the loss allowance of receivables
Matter description
Please refer to item 5 of Note 4 of the parent-company only financial statements for accounting policies regarding the impairment assessment of the receivables; please refer to Note 5 for details on significant accounting estimates and assumptions; please refer to item 3 of Note 6 of the parent-company only financial statements for descriptions of the accounts receivable.
The assessment to the loss allowance of receivables is the best estimate made by the management for the possible default of the receivables that existed on the balance sheet date. The estimate involves of multiple assessments and forecasts of the management such as the past events, current circumstance, and future macroeconomic situations, and the measurement results will directly affect the recognition of relevant amounts. Therefore, we consider the estimate of the Company's loss allowance for receivables is the most important matter in the audit.
Corresponding audit process
The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):
- Understand and evaluate the Company's policy for the provision of allowance losses on accounts receivable (including the relevance of forward-looking information on macro economic indicators), and evaluate the rationality of the policy.
- Assessed the receivables by referring to the probability of overdue credit losses in the past years,
and set aside the loss allowance in accordance with the Company's policies. We understood and assessed the ratio of losses to overdue receivables in the past years and forward-looking information, to test and assess the appropriateness of the classification of receivable groups.
- Sampled to inspect the adequacy of the supporting documents and the amount provided in cases at the management level.
- Computed whether the loss allowance is provided based on the Company's policy.
II. Recognition of construction revenue - Assessment of the percentage of completion
Matter description
For the accounting policies of construction contracts, please refer to Note 4(14) of the parent company only financial statements; for the important judgments, accounting estimates and uncertainties of assumptions used in the accounting policies of construction contracts, please refer to Note 5 to the parent company only financial statements; Please refer to Note 6(19) to the parent company only financial statements for related contract assets and liabilities.
The construction revenue and costs of Lung Ming Green Energy Technology Engineering Co., Ltd. are primarily generated from contracted projects. When the outcome of a construction contract can be reasonably estimated, revenue is recognized based on the percentage-of-completion method and calculated based on the degree of completion during the contract period. The degree of completion is determined by the costs incurred for each contract up to the end of the financial reporting period as a percentage of the estimated total costs of that contract. The estimate of the aforementioned total costs, including subcontracting, material, labor, and other project expenses, is based on management's assessments of the varying nature of each project and fluctuations in market conditions.
As the estimated total cost affects the degree of completion and the recognition of revenue from projects, and the overall project cost items are complex, often involving subjective judgments, resulting in high uncertainty, so our assessment regarded the degree of completion used in the recognition of revenue from project as one of the key matter for the audit.
Corresponding audit process
The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):
- Evaluate the reasonableness of the internal operating procedures used to estimate the total cost of a project based on the understanding of its operation and the nature of the industry, including the basis for estimating the total cost of a construction contract of the same nature.
- Assessed and tested the management's internal control procedures for recognizing revenue from project based on the degree of completion, including checking supporting documents for works added or reduced and major projects priced in the current period.
- Randomly check the part of the contracts that have been awarded, and evaluate the basis and reasonableness of the estimated cost for the part that has not yet been awarded.
- Conducted relevant verification procedures for the income statement of the project at the end of the period, including sampling the incurred costs of the current period to appropriate certificates, and recalculating the revenue from project recognized based on the degree of completion, and it has been properly recorded.
III. Assessment of the going concern ability
Matter description
Lung Ming Green Energy Technology Engineering Co., Ltd. is currently involved in ongoing litigation, as described in Note 9 to the parent company only financial statements. The potential adverse outcomes of these unresolved cases may exceed the Company's financial capacity. As mentioned in Note 12(2) to the financial statements, the management has successively adopted necessary measures to ensure that Lung Ming Green Energy Technology Engineering Co., Ltd. can continue to operate in the future and gradually improve its situation. Since the feasibility of the contingency plan proposed by the management to improve the financial condition and financial performance involves subjective judgment, the accountant's assessment of the going concern is listed as the most important audit item.
Corresponding audit process
The audit procedures implemented by us to the aforesaid key audit matter included (but not limited to):
- Discuss with the management the events or situations that affect the assumption of the Company's continuing operations and the corresponding plans.
- Evaluate the feasibility of the management's response plan and the effect of improving the financial position.
28
-
Obtaining the management's financial budget for the next year, future cash flows, profits and other relevant information, and asking the management's basic assumptions and examining the reasonableness of the relevant supporting information.
-
Inquire the management and review the audit evidence related to the audits in the post-period to assess whether there are matters that affect the Company's ability to continue as a going concern.
-
Inquire about borrowings and other debt contracts, review the Company's past debt repayment status, and assess whether there is any doubt about its future solvency.
-
Obtaining the investor's financial support commitment and reviewing the relevant evidence that the investment funds are in place, and assessing the effectiveness and feasibility of the financial support provided.
-
Assess whether there is any doubt about the Company's ability to fulfill customer contracts.
-
Inquire the minutes of the Board of Directors, shareholders' meetings and other important meetings, and evaluate whether there are unknown and possible lawsuits that are not conducive to the continued operation of the Company.
-
Issue letters to the Company's external lawyers and relevant units to obtain the latest progress of important legal matters such as major known pending litigations, to assess whether there is a possibility of an outcome unfavorable to the Company's continued operation.
-
Obtain and review the declaration issued by the management authority on the response plan and its feasibility.
-
Evaluate the appropriateness of the disclosures made by the management in the notes to the financial statements.
Other matters
We did not audit the financial statements of certain investee companies, presented as investment accounted for using the equity method in the parent company only financial statements for 2024. Those financial statements were audited by other independent auditors. The opinions expressed in the consolidated financial statements for 2024 regarding the share of the profit or loss of the investment accounted for using the equity method were based on the audit reports of other independent auditors. On December 31, 2024, the investment in the aforesaid investee company under the equity method was NTD 14,318 thousand, accounting for 0.96% of the total assets of the parent company. From January 1 to December 31, 2024, the share of loss recognized under the equity method was NTD (350) thousand, accounting for 0.43% of the parent company's net loss before tax.
The responsibility of the management and the governing body for the parent company only financial statements
The management is responsible for preparing the appropriate parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers. Additionally, it is responsible for maintaining the internal control mechanism that is related to and necessary for the preparation of the parent company only financial statements. As a result, it can ensure material misstatement due to fraud or error is not pertained in the parent company only financial statements.
Other than the situation that the management intends to liquidate Lung Ming Green Energy Technology Engineering Co., Ltd. or stop the business, or no other approaches can be used except for these two measures, during the preparation of the parent company only financial statements, the responsibility of the management also includes evaluating the going concern capacity of Lung Ming Green Energy Technology Engineering Co., Ltd., disclosure of relative matters, and adoption of the going concern accounting basis.
The governing body of the Lung Ming Green Energy Technology Engineering Co., Ltd. (including the Audit Committee) has the responsibility to supervise the financial reporting procedures.
Our responsibility for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatement might result from fraud or error. 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 financial statements.
We exercised professional judgment and maintained professional skepticism in conducting our audit in accordance with auditing standards. We also perform the following work:
- We identify the material misstatement resulting from fraud or error in the parent company only financial statement and assess its risk. We design and implement appropriate corresponding measures for the assessed risk. We acquire sufficient and appropriate audit evidence to serve as the basis for the audit
29
opinion. Due to the fact that fraud might include collusion, forgery, intended omission, misstatement and violation of internal control, the risk of the misstatement resulting from fraud is higher than that resulting from error.
-
We acquire a necessary understanding of the internal control mechanism that is related to the audit to design an appropriate audit process for the situation at the time. The purpose of the knowledge is not to express opinions on the effectiveness of the internal control mechanism of Lung Ming Green Energy Technology Engineering Co., Ltd.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by made by management.
-
Based on the acquired audit evidence, we decide whether the going concern accounting basis adopted by the management is suitable, whether events that might affect the going concern capacity of Lung Ming Green Energy Technology Engineering Co., Ltd. exist, and whether there is major uncertainty. A conclusion will be made afterwards. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusion is based on the audit evidence acquired as of the date of the audit report. Future events or circumstances might still result in Lung Ming Green Energy Technology Engineering Co., Ltd. no longer having the necessary going-concern capacity.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
With respect to the financial information of the entities of Lung Ming Green Energy Technology Engineering Co., Ltd., sufficient and appropriate audit evidence is obtained to express an opinion on the parent company's financial statements. The accountant is responsible for the guidance, supervision and performance of the audit case, and is responsible for forming an audit opinion on the parent company only financial statements.
We communicate with the governing body on the scope and time of the audit as well as the significant findings (including significant deficiencies of the internal control mechanism identified during the audit process).
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the governing body, we determine the key audit matters for the audit of the 2025 parent company only financial statements of Lung Ming Green Energy Technology Engineering Co., Ltd. We clearly state all above matters in the audit report, unless the law prohibits us to publicly disclose certain matters, or under rare circumstances we decide not to include certain matters in the audit report since we can reasonably expect the resulting negative impact is greater than the public interest they bring.
Crown & Co., CPAs
CPA : Jinn Der Chang
CPA : Yu Jhih Li
No. of Approval Document by the Competent Authority
Letter (79)Tai-Cai-Zheng-(I) No.00351
Jin-Guan-Zheng-Shen-Zi No. 1030033359
March 25, 2026
Lung Ming Green Energy Technology Engineering Co., Ltd.
Individual Balance Sheet
December 31 of 2025 and 2024
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and equity | December 31, 2025 | Unit: NTD thousand December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets | Current liabilities | ||||||||||
| 1100 | Cash and cash equivalent (Note 4 and 6) | $ 116,660 | 11 | $ 111,973 | 7 | 2100 | Short-term loans (Note 4, 6, and 8) | $ 21,400 | 2 | $ 104,544 | 7 |
| 1110 | Financial assets measured at fair values through profit or loss - Current (Note 4 and 6) | 911 | - | 1,112 | - | 2130 | Contract liabilities - current (Notes 4 and 6) | 200,572 | 18 | 125,746 | 8 |
| 2150 | Notes payable (Note 4) | 529 | - | 3,810 | 1 | ||||||
| 1136 | Financial assets measured at amortized cost - Current (Notes 4, 6 and 8) | 136,389 | 13 | 166,058 | 11 | 2170 | Accounts payable (Note 4) | 143,573 | 13 | 149,734 | 11 |
| 2200 | Other payables (Note 4) | 23,233 | 2 | 36,863 | 2 | ||||||
| 1140 | Contract assets - Current (Note 4 and 6) | 208,442 | 20 | 272,997 | 19 | 2220 | Other payables - related parties (Notes 4 and 7) | 51,305 | 5 | 50,106 | 3 |
| 1170 | Accounts receivable - Net (Note 4 and 6) | 36,539 | 3 | - | - | 2250 | Provisions - current (Notes 4 and 6) | 64,032 | 6 | 49,445 | 3 |
| 1180 | Accounts receivable - related parties (Notes 4, 6, and 7) | - | - | 123 | - | 2280 | Lease liabilities - current (Notes 4 and 6) | 9,565 | 1 | 4,307 | - |
| 1200 | Other receivables (Notes 4 and 6) | 62,150 | 6 | 60,003 | 4 | 2322 | Long-term borrowings due within one year or one operating cycle (Notes 4, 6 and 8) | - | - | 15,000 | 1 |
| 1210 | Other receivables - related parties (Notes 4, 6 and 7) | - | - | 4,846 | - | 2399 | Other current liabilities | 964 | - | 2,486 | - |
| 1220 | Current income tax assets (Note 4 and 6) | 185 | - | 130 | - | 21XX | Total of current liabilities | 515,173 | 47 | 542,041 | 36 |
| 1310 | Inventories (Note 4 and 6) | - | - | - | - | Non-current liabilities | |||||
| 1410 | Prepayments (Notes 6 and 7) | 118,172 | 11 | 96,281 | 6 | 2540 | Long-term borrowings (Notes 4, 6, and 8) | - | - | 225,000 | 16 |
| 1478 | Guarantee deposits paid | 1,914 | - | 1,914 | - | 2550 | Provisions - non-current (Notes 4 and 6) | - | - | 13,078 | 1 |
| 11XX | Total of Current Assets | 681,362 | 64 | 715,437 | 47 | 2570 | Deferred income tax liabilities (Notes 4 and 6) | - | - | 271 | - |
| Non-current assets | 2580 | Lease liabilities, non-current (Notes 4 and 6) | 5,900 | 1 | 4,337 | - | |||||
| 1517 | Financial assets measured at fair values through other comprehensive profit or l- (Note 4 and 6) | 3,153 | - | - | - | 2640 | Net defined benefit liabilities - non-current (Notes 4 and 6) | 1,898 | - | 2,631 | - |
| 2645 | Deposits received | 2,997 | - | 2,997 | - | ||||||
| 1535 | Financial assets measured at amortized cost (Notes 4, 6 and 8) | 13,700 | 1 | - | - | 23XX | Total of non-current liabilities | 10,795 | 1 | 248,314 | 17 |
| 1550 | Investments accounted using the equity method (Note 4 and 6) | 226,630 | 22 | 117,692 | 8 | 2XXX | Total liabilities | 525,968 | 48 | 790,355 | 53 |
| 1600 | Property, plant and equipment (Note 4, 6, and 8) | 12,126 | 1 | 13,423 | 1 | Equity (Note 6) | |||||
| 1755 | Right-of-use assets (Note 4 and 6) | 15,303 | 1 | 8,573 | 1 | 3110 | Common stock share capital | 753,777 | 69 | 730,736 | 49 |
| 1760 | Investment property (Notes 4, 6 and 8) | - | - | 451,000 | 30 | 3200 | Capital reserve | 6,959 | 1 | 66,380 | 4 |
| 1780 | Intangible assets (Note 4 and 6) | - | - | 15 | - | 3300 | Retained earnings | ||||
| 1840 | Deferred income tax assets (Note 4 and 6) | 77,706 | 7 | 54,240 | 4 | 3350 | Accumulated deficit | (181,505) | (17) | (449,962) | (30) |
| 1920 | Guarantee deposits paid (Notes 6 and 9) | 42,415 | 4 | 20,775 | 1 | 3400 | Other equity | (17,031) | (2) | 361,288 | 24 |
| 1960 | Prepaid investment (Notes 6 and 7) | 15,773 | - | 117,642 | 8 | 3XXX | Total equity | 562,200 | 51 | 708,442 | 47 |
| 15XX | Total of Non-Current Assets | 406,806 | 36 | 783,360 | 53 | ||||||
| 1XXX | Total assets | $ 1,088,168 | 100 | $ 1,498,797 | 100 | Total liabilities and equity | $ 1,088,168 | 99 | $ 1,498,797 | 100 |
(Please refer to the notes to the individual financial statements)
Chairman:
Manager:
Accounting Officer:
Lung Ming Green Energy Technology Engineering Co., Ltd.
Parent Company Only Consolidated Income Statement
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net operating income (Notes 4 and 6) | $ 446,108 | 100 | $ 843,799 | 100 |
| 5000 | Operating cost (4, 6, and 7) | (403,976) | (90) | (652,142) | (77) |
| 5900 | Operating gross profit | 42,132 | 10 | 191,657 | 23 |
| 6000 | Operating expenses (Note 4, 6, and 7) | ||||
| 6200 | Management expense | (97,029) | (22) | (93,294) | (11) |
| 6450 | Expected credit impairment (loss) benefit | (44,869) | (10) | 477 | - |
| 6000 | Total operating expenses | (141,898) | (32) | (92,817) | (11) |
| 6900 | Net operating profit (loss) | (99,766) | (22) | 98,840 | 12 |
| Non-operating income and expenses (Note 4, 6, and 7) | |||||
| 7100 | Interest income | 1,106 | - | 1,095 | - |
| 7010 | Other revenue | 15,151 | 3 | 30,098 | 4 |
| 7020 | Other profits and losses | 16,258 | 3 | (63,900) | (8) |
| 7050 | Financial cost | (16,666) | (3) | (20,416) | (2) |
| 7055 | Expected loss from credit impairment | (6,081) | (1) | - | - |
| 7060 | Shareholding in the profit or loss of the affiliated company under the equity method | (92,019) | (20) | (126,883) | (15) |
| 7000 | Total of non-operating income and expenses | (82,251) | (18) | (180,006) | (21) |
| 7900 | Net loss before tax | (182,017) | (40) | (81,166) | (9) |
| 7950 | Income tax benefits (expenses) (Note 4 and 6) | 21,696 | 5 | (12,197) | (2) |
| 8200 | Net loss for the period | (160,321) | (35) | (93,363) | (11) |
| Other comprehensive income (Notes 4 and 6): | |||||
| 8310 | Titles not reclassified into income | ||||
| 8311 | Re-measurement of defined benefit plan | 586 | - | (680) | - |
| 8312 | Revaluation increments of property, plant, and equipment | - | - | 362,200 | 43 |
| 8316 | Unrealized gain (loss) from investments in equity instruments measured at fair value through other consolidated income or loss | (16,347) | (4) | - | - |
| 8349 | Less: Income taxes related to items not subject to reclassification | (117) | - | (135) | - |
| Components of other comprehensive income that will not be reclassified to profit or loss | (15,878) | (4) | 361,385 | 43 | |
| 8360 | Titles potentially reclassified into income subsequently | ||||
| 8361 | Exchange difference in the financial statements of foreign operations | (43) | - | 6 | - |
| Components of other comprehensive income that will be reclassified to profit or loss | (43) | - | 6 | - | |
| 8300 | Other consolidated income (loss) - Net | (15,921) | (4) | 361,391 | 43 |
| 8500 | Total comprehensive income | $ (176,242) | (39) | $ 268,028 | 32 |
| Loss per share ($) | |||||
| 9750 | Basic loss per share | $ (2.16) | $ (1.46) | ||
| 9850 | Diluted loss per share | $ (2.16) | $ (1.46) |
(Please refer to the notes to the individual financial statements)
Chairman:
Manager:
Accounting Officer:
Lung Ming Green Energy Technology Engineering Co., Ltd.
Parent Company Only Statement of Changes in Shareholders' Equity
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| Common stock share capita | Capital reserve | Accumulated deficit | Other equities | Total equities | ||||
|---|---|---|---|---|---|---|---|---|
| Exchange difference in the financial statements of foreign operations | Unrealized gain (loss) of the financial assets measured at fair values through other consolidated income or loss | Revaluation increments of property, plant, and equipment | ||||||
| A1 | Balance as at 1 January 2024 | $ 513,736 | $ 85,217 | $ (441,272) | $ 678 | $ (1,325) | $ - | $ 157,034 |
| C11 | Additional paid-in capital used to make up loss | - | (85,217) | 85,217 | - | - | - | - |
| D1 | Net income (loss) | - | - | (93,363) | - | - | - | (93,363) |
| D3 | Other consolidated income (loss) | - | - | (544) | 6 | - | 361,929 | 361,391 |
| D5 | Total consolidated income (loss) | - | - | (93,907) | 6 | - | 361,929 | 268,028 |
| E1 | Capital increase in cash | 217,000 | 66,380 | - | - | - | - | 283,380 |
| Z1 | Balance as at 31 December 2024 | $ 730,736 | $ 66,380 | $ (449,962) | $ 684 | $ (1,325) | $ 361,929 | $ 708,442 |
| A1 | Balance as at 1 January 2025 | $ 730,736 | $ 66,380 | $ (449,962) | $ 684 | $ (1,325) | $ 361,929 | $ 708,442 |
| C11 | Additional paid-in capital used to make up loss | - | (66,380) | 66,380 | - | - | - | - |
| D1 | Net income (loss) | - | - | (160,321) | - | - | - | (160,321) |
| D3 | Other consolidated income (loss) | - | - | 469 | (43) | (16,347) | - | (15,921) |
| D5 | Total consolidated income (loss) | - | - | (159,852) | (43) | (16,347) | - | (176,242) |
| E1 | Capital increase in cash | 23,041 | 6,959 | - | - | - | - | 30,000 |
| T1 | Disposal of investment property | - | - | 361,929 | - | - | (361,929) | - |
| Z1 | Balance as at 31 December 2025 | $ 753,777 | $ 6,959 | $ (181,505) | $ 641 | $ (17,672) | $ - | $ 562,200 |
(Please refer to the notes to the individual financial statements)
Chairman:
Manager:
Accounting Officer:
Lung Ming Green Energy Technology Engineering Co., Ltd.
Parent Company Only Statement of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| 2025 | 2024 | |
|---|---|---|
| AAAA Cash flow from operating activities: | ||
| A10000 Net income (loss) before tax | $ (182,017) | $ (81,166) |
| A20010 Income/expenses: | ||
| A20100 Depreciation expense | 12,141 | 20,081 |
| A20200 Amortization expense | 15 | 392 |
| A20300 Expected credit impairment (gain) | 50,950 | (477) |
| A20400 Net loss on financial assets measured at fair value through profit or loss | 201 | 105 |
| A20900 Financial cost | 16,666 | 20,416 |
| A21200 Interest income | (1,106) | (1,095) |
| Share of losses of subsidiaries and associates accounted for using the equity method | 92,019 | 126,883 |
| A22400 Disposal and scrapping of property, plant and equipment (gains) | (111) | - |
| A22700 Gain on disposal of investment property | (54,221) | - |
| A24600 Gain from fair value adjustment of investment property | (14,000) | - |
| A29900 Disposal of subsidiaries accounted for using the equity method | - | 3,180 |
| A29900 Losses on lease modifications | - | 15 |
| A29900 Designated reserve for liabilities | 18,787 | 29,117 |
| A30000 Changes in assets/liabilities related to operating activities - Net | ||
| A31125 Contract assets | 19,686 | (2,237) |
| A31150 Accounts receivable | (36,539) | 74,820 |
| A31160 Accounts receivable - related parties | 123 | 41,672 |
| A31180 Other receivable | (8,277) | (30,122) |
| A31190 Other receivable accounts-related party | 4,846 | 5,344 |
| A31230 Prepayments | (21,891) | (55,314) |
| A31990 Guarantee deposits paid | - | (150) |
| A32125 Contract liabilities | 74,826 | 26,484 |
| A32130 Notes payable | (3,281) | (11,564) |
| A32150 Accounts payable | (6,161) | (15,676) |
| A32160 Account payables-related parties | - | (2,916) |
| A32180 Other payable | (12,979) | 15,525 |
| A32200 Reserve for liabilities | (17,278) | (2,776) |
| A32230 Other current liabilities | (1,522) | 1,081 |
| A32240 Net defined benefit liability | (147) | (516) |
| A33000 Cash inflow (outflow) from operations | (69,270) | 161,106 |
| A33100 Interest received | 1,155 | 1,043 |
| A33300 Interest paid | (17,317) | (20,220) |
| A33500 Income tax paid | (2,213) | (92) |
| AAAA Net cash inflow (outflow) from operating activities | (87,645) | 141,837 |
| BBBB Cash flow from investing activities: | ||
| B00040 Acquired financial assets measured at amortized cost | - | (134,058) |
| B00050 Disposal of financial assets measured at amortized cost | 15,969 | - |
| B01800 Acquisition of investments under the equity method | (115,700) | - |
| B02000 Increase in prepaid investment | (2,931) | (134,634) |
| B02700 Acquisition of property, plant, and equipment | (644) | (1,154) |
| B03700 Increase in guaranteed deposits paid | 111 | - |
| B03800 Decrease in guarantee deposits paid | (22,470) | (6,279) |
| B05500 Disposal of investment property | 830 | 5,361 |
| BBBB Net cash inflows (outflow) from investing activities | 394,386 | (270,764) |
| CCCC Cash flow from financing activities: | ||
| C00100 Increase in short-term loans | 125,000 | 90,121 |
| C00200 Decrease in short-term loans | (208,144) | (48,977) |
| C01600 Borrowing of long-term loan | - | 240,000 |
| C01700 Retirement of long-term loans | (240,000) | (231,860) |
| C03700 Increase in other payables - Related parties | 1,199 | - |
| C03800 Decrease in other payables - related parties | - | (225,538) |
| C04020 Lease principal payment | (10,109) | (9,020) |
| C04600 Capital increase in cash | 30,000 | 283,380 |
| CCCC Net cash inflow (outflow) from financing activities | (302,054) | 98,106 |
| EEEE Net (decrease) in cash and cash equivalents for the period | 4,687 | (30,821) |
| E00100 Opening balance of cash and cash equivalents | 111,973 | 142,794 |
| E00200 Closing balance of cash and cash equivalents | $ 116,660 | $ 111,973 |
(Please refer to the notes to the individual financial statements)
Chairman: ____
Manager: ____
Accounting officer: _______
Attachment 4. 2025 Deficit Compensation Statement
Lung Ming Green Energy Technology Engineering Co., Ltd.
Table for loss appropriation
2025
Unit: TWD
| Summary | Subtotal |
|---|---|
| Beginning balance of the accumulated deficit | (383,581,093) |
| Add: 2025 net loss after tax | (160,321,803) |
| Add: 2025 re-measurement of defined benefit plans | 468,742 |
| Add: Realized revaluation surplus of real estate | 361,928,678 |
| Ending balance of the accumulated deficit | (181,505,476) |
| Accumulated items: | |
| Use additional paid-in capital to make up the deficit | 6,958,531 |
| Ending balance of the accumulated deficit | (174,546,945) |
Chairman: Hsu, Chin-Lung
General Manager: Hsu, Chin-Lung
Accounting Officer: Chang, Chi-Ting
35
Attachment 5. Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings
Lung Ming Green Energy Technology Engineering Co., Ltd.
Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings
| Provisions before amendments | Provisions after amendments | Description |
|---|---|---|
| Article 8: Proceedings of a shareholders’ meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for at least one year. | Article 8: Proceedings of a shareholders’ meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for at least one year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action. | Amended in accordance with the sample template of the “Rules of Procedure for Shareholders’ Meetings” announced by the competent authority, the Taiwan Stock Exchange. |
| Article 18: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting on shareholders’ meeting proposals shall be announced on-site at the meeting, and a record made of the vote. | Article 18: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting on shareholders’ meeting proposals shall be announced on-site at the meeting, and a record made of the vote. Where a shareholders’ meeting includes an agenda item for the election of directors and the number of candidates exceeds the number of seats to be elected, an agenda item for the discharge of directors, or an agenda item specified in Article 185 or Article 316 of the Company Act, or Article 18, Article 27, Article 29, or Article 35 of the Business Mergers and Acquisitions Act, the chair should designate an attorney, CPA, or notary public to serve as the scrutineer. The minutes of the shareholders’ meeting shall state the name and title of the scrutineer. The person designated by the chair pursuant to the preceding paragraph shall not be the person responsible for matters relating to the voting procedures, nor shall such person be a director, managerial officer, or employee of the Company or any affiliate. The scrutineer shall supervise the voting and vote counting processes and sign the election results tally sheet. | |
| Article 21: When a meeting is in progress, the chair may announce a break based on time considerations. | Article 21: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use before all of the items (including extemporary motions) on the meeting agenda have been addressed, the |
| chair may adopt a resolution to resume the meeting at another venue. | ||
|---|---|---|
| Article 23: The chair may direct the marshals (or security guards) to help maintain order at the meeting place. The marshals (or security guards) at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal.” | Article 23: The chair may direct the marshals (or security guards) to help maintain order at the meeting place. The marshals (or security guards) at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal.” | |
| In the event of insubordination to the correction of the Chairman, obstruction of the progress of the meeting and failure to take corrective action upon persuasion, the respective shareholder shall be escorted by the prefect or security personnel to leave the venue on the order of the Chairman. |
37
Attachment 6. Assessment Opinion of Securities Underwriter
Lung Ming Green Energy Technology Engineering Co., Ltd.
Evaluation opinion on the necessity and reasonableness of a private placement
Principal of the evaluation opinion: Lung Ming Green Energy Technology Engineering Co., Ltd.
Recipient of the evaluation opinion: Lung Ming Green Energy Technology Engineering Co., Ltd.
Designated purpose of the evaluation opinion: Solely for the use of Lung Ming Green Energy Technology Engineering Co., Ltd. in conducting a private placement in 2026
Type of report: Evaluation opinion on the necessity and reasonableness of a private placement
Assessment agency: Taishin Securities Co., Ltd.
Representative: Chen Jun-Hong
(The contents of this evaluation opinion are solely for the reference of the 2026 Board of Directors and general shareholders' meeting of Lung Ming Green Energy Co., Ltd. in the resolution of the current private placement case and shall not be used for other purposes. This evaluation opinion is based on the financial data provided by Lung Ming Green Energy Co., Ltd. and the information disclosed on the Market Observation Post System. This statement serves as a formal disclaimer that the we shall not be held responsible for any legal liabilities for any effects on the evaluation opinion due to changes in the Company's private placement plan or other circumstances in the future.)
May 5, 2026
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Lung Ming Green Energy Technology Engineering Co., Ltd. plans to improve its working capital, repay borrowings, strengthen its and capital financial structure, and meet capital needs for future operational development by raising funds in a timely and convenient manner in accordance with the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities. Per Article 43-6 of the Securities and Exchange Act, the Company intends to discuss related matters regarding the private placement of securities at the Board of Directors’ meeting on May 11, 2026, and plans to discuss the limitation of common shares issuance to 52,000,000 shares at the general shareholders' meeting on June 26, 2026. Per Paragraph 3 in Article 4 of the Directions for Public Companies Conducting Private Placements of Securities, if there has been a significant change in ownership within one year prior to the private placement of securities and up to one year from the delivery date of such securities, the Company shall consult with the underwriter to obtain an evaluation opinion on the necessity and reasonableness of conducting the private placement. The evaluation opinion shall be included in the notice of the general shareholders' meeting as a reference for shareholders to decide whether or not to approve the private placement. The underwriter's assessment is as follows:
I. Introduction to Company
Lung Ming Green Energy Technology Engineering Co., Ltd. (stock code: 3018) was founded in 1996 and currently has paid-in capital of NTD 753,777,150. The Company's main business is divided into three categories: mechanical and electrical engineering, construction engineering, and others. Mechanical and electrical engineering and construction engineering are the main sources of revenue, accounting for more than 90% of the total revenue. The Company mainly provides engineering services for high-tech industries such as semiconductors, electronics, information technology, optoelectronics, biochemistry, and medicine, aiming to maintain high precision, high production yield, and stable product quality for the clients in a dust-free and well-controlled, constant temperature and humidity environment. The Company's mechanical and electrical engineering technology for the dust-free rooms has reached the highest professional level of pureness (class-1) and has been acknowledged by the customers and obtained multiple independent construction projects. The Company has gained much engineering experience and established a high-level professional image up to date.
In response to changes in the industry, Lung Ming Green Energy has continuously extended its business scope. In 2005, the Company expanded into civil engineering and construction services. In 2008, the Company began promoting
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green energy and environmental protection businesses and built a sewage treatment plant in the Taoyuan Environmental Science Park to provide sewage treatment and recycling and to implement the concept of sustainable resource utilization. In October 2015, the Company obtained a Waste Clearance and Disposal permit from the Taoyuan City Government and engaged in sewage regeneration treatment to produce stabilized materials as Controlled-Low-Strength-Materials (CLSM), creating business opportunities for sustainable resource development. However, the permit was not re-approved by the competent authority upon its expiry in 2022.
The Company is currently actively pursuing a diversified business portfolio under the strategy of strengthening its foundation and expanding revenue sources. On the one hand, leveraging over 25 years of engineering experience and the application of BIM 3D systems, the Company is able to complete projects efficiently and with a low error rate. It is also actively adjusting the order structure of its mechanical and electrical engineering projects to increase project orders with higher gross margins. In addition, its subsidiary, Tung Kai Construction Co., Ltd., holds a Class A general construction contractor license. With the inspection of the Bade Minimum Security Prison new construction project expected to be completed in the second quarter of 2026, the Company will continue to target large-scale public construction projects for contracting, thereby driving continued operational growth. Furthermore, in line with the government's green energy policy, in addition to electrical engineering projects for high-tech plants and medical institutions, in which the Company has long specialized, it is also actively pursuing engineering projects such as offshore wind farm projects, and has currently reached cooperation arrangements with customers in Denmark and Canada. Based on stable construction revenue recognition progress and its contribution to continued revenue growth, the Company continues to reduce the impact of seasonality and significant revenue fluctuations in the mechanical and electrical engineering industry, thereby supporting stable growth momentum in overall operations.
With the continued expansion of high-tech plants and the government's active promotion of urban renewal and public construction projects, the Company is expected to have opportunities to increase its market share across various fields. This will support continued optimization of the Group's overall revenue performance and gross margin, further enhance the company's profitability, and, through capital injection from the private placement of common shares, help Lung Ming Green Energy optimize its financial performance and improve its capital structure.
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Summarized individual balance sheet
(adopting International Financial Reporting Standards)
Unit: NTD thousand
| Year Item | Financial information for the last 5 years (Note) | |||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2024 | 2025 | ||
| Current assets | 757,826 | 523,914 | 619,634 | 715,437 | 681,362 | |
| Property, plant and equipment | 152,052 | 135,150 | 120,628 | 13,423 | 12,126 | |
| Intangible assets | 2,316 | 1,152 | 407 | 15 | 0 | |
| Other assets | 248,724 | 238,845 | 345,626 | 769,922 | 394,680 | |
| Total assets | 1,160,918 | 899,061 | 1,086,295 | 1,498,797 | 1,088,168 | |
| Current liabilities | Before dividend | 512,158 | 732,565 | 687,956 | 542,041 | 515,173 |
| After dividend | 512,158 | 732,565 | 687,956 | 542,041 | 515,173 | |
| Non-current liabilities | 378,164 | 34,951 | 241,305 | 248,314 | 10,795 | |
| Total liabilities | Before dividend | 890,322 | 767,516 | 929,261 | 790,355 | 525,968 |
| After dividend | 890,322 | 767,516 | 929,261 | 790,355 | 525,968 | |
| Equity attributable to the owners of the parent company | 270,596 | 131,545 | 157,034 | 708,442 | 562,200 | |
| Share capital | 731,471 | 781,471 | 513,736 | 730,736 | 753,777 | |
| Capital reserve | 44,723 | 69,473 | 85,217 | 66,380 | 6,959 | |
| Retained earnings | Before dividend | (505,260) | (718,565) | (441,272) | (449,962) | (181,505) |
| After dividend | (505,260) | (718,565) | (441,272) | (449,962) | (181,505) | |
| Other equity | (338) | (834) | (647) | 361,288 | (17,031) | |
| Treasury stocks | - | - | - | - | - | |
| Non-controlling interests | - | - | - | - | - | |
| Total equities | Before dividend | 270,596 | 131,545 | 157,034 | 708,442 | 562,200 |
| After dividend | 270,596 | 131,545 | 157,034 | 708,442 | 562,200 |
Note: All financial information from 2021 to 2025 has been audited and reviewed by CPAs.
Summarized individual income statement (adopting International Financial Reporting Standards)
Unit: NTD thousand
| Year
Item | Financial information for the last 5 years (Note) | | | | |
| --- | --- | --- | --- | --- | --- |
| | 2021 | 2022 | 2023 | 2024 | 2025 |
| Operating revenue | 1,016,187 | 985,170 | 421,215 | 843,799 | 446,108 |
| Operating gross profit | 31,994 | (6,113) | 71,824 | 191,657 | 42,132 |
| Operating profits and losses | (80,126) | (101,003) | (13,631) | 98,840 | (99,766) |
| Other revenue and expenses | (144,727) | (133,544) | (102,047) | (180,006) | (82,251) |
| Net income before tax | (224,853) | (234,547) | (115,678) | (81,166) | (182,017) |
| Net profit from continuing operations | (305,978) | (213,585) | (113,887) | (93,363) | (160,321) |
| Losses from discontinued operations | — | — | — | — | — |
| Net income(loss) | (305,978) | (213,585) | (113,887) | (93,363) | (160,321) |
| Other comprehensive income - current (net, after tax) | (1,519) | (216) | 632 | 361,391 | (15,921) |
| Total comprehensive income | (307,497) | (213,801) | (113,255) | 268,028 | (176,242) |
| Net income attributable to parent company shareholders | — | — | — | — | — |
| Net profit attributable to non-controlled interests | — | — | — | — | — |
| Comprehensive profit (loss) attributable to the owners of the parent company | — | — | — | — | — |
| Comprehensive income attributable to non-controlling shareholders | — | — | — | — | — |
| Earnings per share | (4.18) | (2.73) | (1.72) | (1.46) | (2.16) |
Note: All financial information from 2021 to 2025 has been audited and reviewed by CPAs.
Condensed consolidated balance sheet
(adopting International Financial Reporting Standards)
Unit: NTD thousand
| Year
Item | Financial information for the last 5 years (Note) | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | 2021 | 2022 | 2023 | 2024 | 2025 |
| Current assets | | 1,095,932 | 714,513 | 875,894 | 984,992 | 987,133 |
| Property, plant and equipment | | 162,558 | 143,605 | 127,701 | 19,496 | 17,460 |
| Intangible assets | | 6,182 | 4,709 | 3,685 | 15 | 0 |
| Other assets | | 258,870 | 186,459 | 205,271 | 650,170 | 246,080 |
| Total assets | | 1,523,542 | 1,049,286 | 1,212,551 | 1,654,673 | 1,250,673 |
| Current liabilities | Before dividend | 832,989 | 867,486 | 811,990 | 697,585 | 677,678 |
| | After dividend | 832,989 | 867,486 | 811,990 | 697,585 | 677,678 |
| Non-current liabilities | | 419,957 | 50,255 | 243,527 | 248,646 | 10,795 |
| Total liabilities | Before dividend | 1,252,946 | 917,741 | 1,055,517 | 946,231 | 688,473 |
| | After dividend | 1,252,946 | 917,741 | 1,055,517 | 946,231 | 688,473 |
| Equity attributable to the owners of the parent company | | 270,596 | 131,545 | 157,034 | 708,442 | 562,200 |
| Share capital | | 731,471 | 781,471 | 513,736 | 730,736 | 753,777 |
| Capital reserve | | 44,723 | 69,473 | 85,217 | 66,380 | 6,959 |
| Retained earnings | Before dividend | (505,260) | (718,565) | (441,272) | (449,962) | (181,505) |
| | After dividend | (505,260) | (718,565) | (441,272) | (449,962) | (181,505) |
| Other equity | | (338) | (834) | (647) | 361,288 | (17,031) |
| Treasury stocks | | — | — | — | — | — |
| Non-controlling interests | | — | — | — | — | — |
| Total equities | Before dividend | 270,596 | 131,545 | 157,034 | 708,442 | 562,200 |
| | After dividend | 270,596 | 131,545 | 157,034 | 708,442 | 562,200 |
Note: All financial information from 2021 to 2025 has been audited and reviewed by CPAs.
Condensed consolidated comprehensive income statement (adopting International Financial Reporting Standards)
Unit: NTD thousand
| Year
Item | Financial information for the last 5 years (Note) | | | | |
| --- | --- | --- | --- | --- | --- |
| | 2021 | 2022 | 2023 | 2024 | 2025 |
| Operating revenue | 1,618,649 | 1,283,006 | 599,882 | 851,422 | 462,654 |
| Operating gross profit | 54,406 | (114,043) | 24,177 | 71,413 | (34,193) |
| Net operating profits | (111,429) | (232,375) | (125,315) | (30,564) | (185,638) |
| Other revenue and expenses | (102,290) | (30,112) | (9,764) | (71,198) | 6,148 |
| Net income before tax | (213,719) | (262,487) | (135,079) | (101,762) | (179,490) |
| Net profit from continuing operations | (310,184) | (213,585) | (113,887) | (93,363) | (160,321) |
| Losses from discontinued operations | — | — | — | — | — |
| Net income(loss) | (310,184) | (213,585) | (113,887) | (93,363) | (160,321) |
| Current term other comprehensive profit/loss (net amount after tax) | (1,115) | (216) | 632 | 361,391 | (15,921) |
| Total comprehensive income | (311,299) | (213,801) | (113,255) | 268,028 | (176,242) |
| Net income attributable to parent company shareholders | (305,978) | (213,585) | (113,887) | (93,363) | (160,321) |
| Net profit attributable to non-controlled interests | (4,206) | — | — | — | — |
| Comprehensive profit (loss) attributable to the owners of the parent company | (307,497) | (213,801) | (113,255) | 268,028 | (176,242) |
| Comprehensive income attributable to non-controlling shareholders | (3,802) | — | — | — | — |
| Earnings per share | (4.18) | (2.73) | (1.72) | (1.46) | (2.16) |
Note: All financial information from 2021 to 2025 has been audited and reviewed by CPAs.
II. Examination of significant changes in management rights within one year prior to the board resolution for conducting a private placement
Upon review of the Company's relevant information, due to the expiration of the directors' term of office, the Company convened its first extraordinary shareholders' meeting of 2025 on June 16, 2025 to fully re-elect its directors. The term of office of the newly elected directors is from June 16, 2025 to June 15, 2028. Subsequently, the director representatives of Susino Venture were changed on August 8, 2025 and November 26, 2025, respectively; however, there was no change in the actual corporate shareholder. The changes in directors are summarized as follows:
| Title | Full re-election of directors at the extraordinary shareholders' meeting on June 16, 2025 | List of directors as of May 2026 (current) | Has there been any changes |
|---|---|---|---|
| Chairman | Sunsino Venture Representative: CHIEN-LUNG HSU | Sunsino Venture Representative: CHIEN-LUNG HSU | No |
| Vice Chairman | Kuo, Hui-Lan | Kuo, Hui-Lan | No |
| Director | Sunsino Venture Representative: CHI-HSIU PAN | Sunsino Venture Representative: CHI-HSIU PAN | No |
| Director | Sunsino Venture Representative: Zhou, Ji-Ping | Sunsino Venture Representative: Zhou, Ji-Ping | No |
| Director | Sunsino Venture Representative: Lin, Yu-Hsuan | Sunsino Venture Representative: Fan, Fang-Chih | Yes |
| Independent Director | Shi, Yun-Ting | Shi, Yun-Ting | No |
| Independent Director | Cheng, Yun-Da | Cheng, Yun-Da | No |
| Independent Director | Wang, Kao-Liang | Wang, Kao-Liang | No |
| Independent Director | Liao, I-Chuan | Liao, I-Chuan | No |
As of the date of this report, Long Ming Green Energy has nine directors, of which 1/9 were changed. Accordingly, there has been no change involving one-third or more of the directors. In addition, the Company's corporate director Sunsino Venture, is a company $91.93\%$ held by Chairman Hsu, Chien-Lung. Including the shares of the company held by Chairman Hsu, Chien-Lung, the total shareholding is 30,823 thousand shares, representing a shareholding ratio of $40.89\%$ . Therefore, there has been no concurrent change in shareholding structure resulting in a transfer of control or loss of control by the original management team.
III. Assessment of whether the private placement and introduction of specific investors will result in a material change in management control
The Company is planning to conduct private placement of common shares after the general shareholders' meeting in 2026. The potential subscribers have not been determined yet, and it is still uncertain whether the investors introduced through this private placement will obtain a certain number of director seats that could result in a significant change in management control. However, considering that the subscribers of the company’s private placement of common shares will be specific persons selected in accordance with Article 43-6 of the Securities and Exchange Act and the Order Jin-Guan-Zheng-Fa-Zi No. 1120383220 issued by the Financial Supervisory Commission on September 12, 2023, the company currently intends to give priority to persons who have a considerable understanding of the company’s operations and can contribute to its future operations. The intended subscribers to be introduced through this private placement include the company’s directors and major shareholders, while certain other potential subscribers are still under discussion. The actual subscribers will be selected after negotiations are finalized and handled in accordance with relevant regulations. Accordingly, the method for selecting subscribers remains appropriate.
Considering the current total of 75,377,715 shares issued by the Company (including 43,295,564 shares through private placement), the total shares will be approximately 127,378 thousand shares included the issuance of new shares up to 52,000 thousand shares for the proposed private placement. The total number of shares from the private placement is expected to account for approximately 40.82% of the post-placement capital. It is plausible that the subscribers may acquire seats on the board of directors and supervisors of the Company, resulting in a significant change in management control. Therefore, the Company has consulted us for the assessment regarding the necessity and reasonableness of the private placement in accordance with the regulations of "Directions for Public Companies Conducting Private Placements of Securities". However, no specific investors have been confirmed at the moment. Thus, whether introducing specific investors through the private placement will cause a significant change in control remains inconclusive.
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IV. Contents of the current private placement plan
In response to future business development needs, and in order to strengthen working capital, repay borrowings, make long-term equity investments, conduct mergers and acquisitions for new business development, and acquire related real estate and equipment, the Company plans to issue new shares for increase in cash capital through private placement in accordance with Article 7 and Article 43-6 of the Securities Exchange Act, considering the difficulty of obtaining the required funds in the short term through fundraising and issuance of securities as well as the timeliness and convenience of private placement. The issuance of new shares for the private placement would be limited to 52,000 thousand shares and would be conducted in compliance with relevant laws and regulations. The issuance of common shares for the private placement will be carried out in six installments within one year from the date of the resolution at the general shareholders' meeting. The price per share shall not be lower than 80% of the higher value calculated based on the following two reference prices before the Company's pricing date:
- The simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction.
- The simple arithmetical average closing price of the ordinary shares of the Company for thirty trading days prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of shares cancelled in connection with capital reduction.
V. Assessment on the necessity and reasonableness of the private placement
(I) Necessity of conducting the private placement
The operating revenue and net profit listed in the consolidated financial statements of Lung Ming Green Energy for the past three years are shown as below:
Unit: NTD thousand
| Year
Item | 2023 | 2024 | 2025 |
| --- | --- | --- | --- |
| Operating revenue | 599,882 | 851,422 | 462,654 |
| Operating gross profit | 24,177 | 71,413 | (34,193) |
| Operating income (loss) – net | (125,315) | (30,564) | (185,638) |
| Net income (loss) before tax | (135,079) | (101,762) | (179,490) |
Source: Consolidated financial statements audited and reviewed by CPAs.
The above financial information indicates that Lung Ming Green Energy remains in a loss position. However, in recent years, due to changes in the external environment, in addition to continuing to focus on mechanical and electrical system integration projects, the Company will further actively develop the green energy industry involving large-scale wind power development and smart prison projects. The company will continue to pursue diversified business development in its professional fields, while significantly enhancing its competitive advantages in cost, quality, and technology. However, the diversification process still requires substantial funding, which has affected the Company's profitability. Accordingly, the Company still needs to introduce capital injection, and its operating performance will require time to develop and materialize. Given the Company's current condition, a public offering of new shares may be less likely to gain investors' favor. Considering that the issuance cost of a private placement of common shares is relatively lower, and that the fundraising method is relatively rapid, convenient, and timely, it is more conducive to the Company's operating plans for 2026. Therefore, the Company has chosen a private placement of common shares as the method for obtaining long-term funding.
In conclusion, considering the need for timely and convenient fundraising, it is deemed necessary to adopt the private placement approach to promote the long-term operational development for Lung Ming Green Energy.
(II) Reasonableness of conducting the private placement
Lung Ming Green Energy is expected to pass the resolution at the general shareholders' meeting on June 26, 2026 and will provide an explanation of private placement-related matters in the meeting agenda in accordance with Paragraph 6 under Article 43-6 of the Securities and Exchange Act. There shall be no significant abnormal matters.
The purpose of the Company's fundraising is to strengthen working capital, repay borrowings, make long-term equity investments, conduct mergers and acquisitions for new business development, and acquire related real estate and equipment. The expected benefits include improving financial and capital structure, enhancing operational performance, strengthening the Company's competitiveness, and making positive contributions to the shareholders' interests.
In addition to obtaining long-term stable funding, the private placement includes a restriction on the free transfer of common shares within three years
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as opposed to a public offering. This limitation ensures a long-term cooperative relationship between the Company and the specific investors introduced, facilitating the Company's growth for medium-term operations in the future. The subscription price for the private placement shall not be lower than 80% of the reference price in accordance with relevant laws and regulations.
In conclusion, we believe that the private placement for Lung Ming Green Energy execution is necessary and reasonable in accordance with the "Directions for Public Companies Conducting Private Placements of Securities."
VI. Necessity and reasonableness of changes in management control due to the private placement
(I) Impact of significant changes in management control on the Company's business, finances, and shareholders' equity
- Impact on the Company's business
In order to facilitate business development, improve financial and capital structure, and enhance working capital, the Company plans to conduct a private placement to raise funds, aiming to introduce subscribers or strategic investors who can directly or indirectly benefit the Company's future operations and ensuring long-term cooperative relationships between the Company and its investment partners. The collaboration with subscribers or strategic investors is expected to provide positive impacts for the Company's business development and collectively strengthen the Company's overall competitiveness through improvements in industry integration, technological research, and product quality, and expansion or joint development in markets and products.
- Impact on the Company's finances
The Company plans to limit the issuance of new shares for the private placement to 52,000 thousand shares. The reference price is the simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction, or the simple arithmetical average closing price of the ordinary shares of the Company for thirty trading
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days prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of shares cancelled in connection with capital reduction. The higher of the two values will be used as the reference for the issuing price of the private placement of common shares, which shall not be lower than 80% of the reference price. The capital raised from the private placement will be used to enhance working capital, repay borrowings, strengthen financial and capital structure, or support other capital needs for the Company's long-term development, aiming to improve the Company's overall operational competitiveness. The immediate and effective injection of capital from private placement will have a positive impact on the Company's financial position.
- Impact on the Company's shareholders' equity
The capital raised from the private placement will be used to enhance working capital, repay borrowings, strengthen financial and capital structure, or support other capital needs for the Company's long-term development, providing benefits such as improving the Company's industry position, long-term competitiveness, and financial and capital structure. Furthermore, the private placement will be executed at a subscription price not lower than 80% of the reference price in accordance with relevant laws and regulations. The issue price of this private placement of common shares may be lower than the par value of the share. If it is lower than the par value of the share, the expected impact on shareholders' equity is the loss arising from the difference between the actual issue price and the par value, which will be gradually eliminated depending on the Company's operating conditions. Thus, the impact on shareholders' equity is considerably limited.
(II) The selection for the subscribers and its reasonableness and necessity
The subscribers to the company's private placement of common shares will be specific persons selected in accordance with Article 43-6 of the Securities and Exchange Act and the Order Jin-Guan-Zheng-Fa-Zi No. 1120383220 issued by the Financial Supervisory Commission on September 12, 2023. At present, the company intends to give primary consideration to persons who can directly or indirectly benefit the company. The actual subscribers will be selected after negotiations are finalized and handled in accordance with relevant regulations. Accordingly, the method for selecting subscribers remains appropriate.
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The purpose of the private placement is to improve the Company's financial structure and effectively expand its business scale, ensuring continuous operational development and protecting the rights and interests of employees and shareholders. The inquiry for the subscribers for the private placement is deemed reasonable and necessary.
(III) Reasonableness of expected benefits from the private placement
The Company will use the capital raised in the private placement to enhance working capital and repay borrowings. The expected benefits include improving long-term competitiveness, enhancing financial and capital structure, and reducing interest expenses, which will positively impact the shareholders' equity. If the subscribers being introduced are strategic investors, their capital, experience, or networks are expected to bring in collaboration in terms of technology, knowledge, or market access, leading to strategic cooperative benefits such as increased profitability, improved efficiency, and expanded market size. The overall shareholders' equity of the Company is expected to be enhanced, providing positive contributions to the Company's financial position and shareholders' interests. Given that the capital raised will be used to enhance working capital, the expected benefits are considered reasonable.
Overall, the Company intends to conduct a private placement to raise funds to enhance working capital, repay borrowings, and strengthen business structure and competitiveness, and improve overall shareholders' equity. Given the current operational status of the Company and the timeliness and feasibility of the fundraising, it is deemed necessary and reasonable for the Company to issue new shares for increase in cash capital through private placement. The anticipated benefits and the selection of subscribers of the private placement are based on comprehensive considerations of the impact on the Company's business, finances, and shareholders' equity, which is expected to improve the Company's overall business, finances, and shareholders' equity.
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Independence Statement
Taishin Securities Co., Ltd. was engaged by Long Ming Green Energy Technology Engineering Co., Ltd. (hereinafter referred to as “Lung Ming Green Energy”) to issue an assessment opinion on the necessity and reasonableness of its private placement in 2026.
In performing the above engagement, Taishin Securities hereby declares that none of the following circumstances apply:
- Taishin Securities is not an investee company accounted for by Lung Ming Green Energy using the equity method.
- Taishin Securities is not an investor company that accounts for Lung Ming Green Energy using the equity method.
- The Chairman or President of Taishin Securities and the Chairman or President of Lung Ming Green Energy are not the same person, nor are they spouses or relatives within the second degree of kinship.
- Taishin Securities is not a director or supervisor of Lung Ming Green Energy.
- Lung Ming Green Energy is not a director or supervisor of Taishin Securities.
- Except for the circumstances described above, Taishin Securities and Lung Ming Green Energy do not have any related-party relationship as defined in Article 18 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
With respect to the assessment opinion on the necessity and reasonableness of Lung Ming Green Energy’s private placement of common shares, the assessment opinion issued by Taishin Securities is prepared with an objective and independent spirit.
Taishin Securities Co., Ltd.
Responsible Person: Chen, Chun-Hung
May 5, 2026
(For use solely in connection with the assessment opinion on the necessity and reasonableness of Lung Ming Green Energy Technology Engineering Co., Ltd.’s private placement in 2026)
Appendix 1. Articles of Incorporation
Lung Ming Green Energy Technology Engineering Co., Ltd.
Articles of Incorporation
Chapter I General Rules
Article 1: The Company, in accordance with the regulations of the Company Act, has been organized and officially named as "隆銘綠能科技工程股份有限公司" in Chinese characters. The corresponding English name of the company is "LUNG MING GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD."
Article 2: The Company's business services are as follows:
- E502010 Fuel Catheter Installation Engineering
- E599010 Piping Engineering.
- E602011 Refrigeration and Air Conditioning Engineering.
- E603010 Cable Installation Engineering.
- E603040 Fire Safety Equipment Installation Engineering.
- E603050 Automatic Control Equipment Engineering.
- E603090 Lighting Equipments Construction.
- E604010 Mechanical Installation.
- E701010 Telecommunications Engineering.
- EZ09010 Electrostatic Protection and Cancellation Engineering.
- F401010 International Trade.
- E501011 Tap Water Pipelines Contractors.
- E601010 Electric Appliance Construction.
- E801010 Interior Decoration.
- I503010 Landscape and Interior Designing.
- J101030 Waste Disposing.
- J101040 Waste Treatment.
- J101080 Resource Recycling.
- J101090 Waste Disposal.
- F106010 Wholesale of Hardware.
- F119010 Wholesale of Electronic Materials.
- F199010 Wholesale of Recycling Materials.
- F206010 Retail Sale of Hardware.
- F219010 Retail Sale of Electronic Materials.
- H701010 Housing and Building Development and Rental.
- H701020 Industrial Factory Development and Rental.
- H703090 Real Estate Business.
- H703100 Real Estate Leasing.
- IG03010 Service Sector of Energy Technology.
- CC01110 Computer and Peripheral Equipment Manufacturing.
- I301030 Electronic Information Supply Services.
- F118010 Wholesale of Computer Software.
- F218010 Retail Sale of Computer Software.
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- I301010 Information Software Services.
- I301020 Data Processing Services.
- F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.
- F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.
- I401010 General Advertisement Service.
- J305010 Audio Publishing.
- D101060 Self-usage power generation equipment utilizing renewable energy industry.
- I103060 Management Consulting.
- D401010 Thermal Energy Supply.
- EZ99990 Other Engineering.
- J101060 Wastewater (Sewage) Treatment.
- I199990 Other Consulting Service.
- D101091 Renewable-Energy-Based Electricity Retailing Enterprise.
- CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
- CC01080 Electronics Components Manufacturing.
- CC01090 Manufacture of Batteries and Accumulators.
- CB01010 Mechanical Equipment Manufacturing.
- C801110 Fertilizer Manufacturing.
- CB01030 Pollution Controlling Equipment Manufacturing.
- C501010 Sawmilling and Planing of Wood.
- A202020 Fuelwood and Charcoal.
- C501990 Manufacture of other products of wood.
- CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified.
- D101050 Combined Heat and Power.
- F107050 Wholesale of Fertilizer.
- F111090 Wholesale of Building Materials.
- F113100 Wholesale of Pollution Controlling Equipments.
- J101050 Environmental Testing Services.
- J101990 Other Environmental Sanitation and Pollution Prevention Service.
- H701040 Specific Area Development.
- H701050 Investment, Development and Construction in Public Construction.
- H701060 New Towns, New Community Development.
- H701070 Process Zone Expropriation and Urban Land Readjustment Agency.
- H701080 Urban Renewal Reconstruction.
- H701090 Urban Renewal Renovation or Maintenance.
- H702010 Construction Manager.
- H703110 Senior Citizen Residence.
- H706011 Rental housing management business.
- H706021 Rental housing subleasing business.
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- B202010 Nonmetallic Mining.
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
- CC01040 Lighting Equipment Manufacturing.
- D101011 Power Electric Power Supply.
- D101040 Non-Public Electric Power Generation.
- D501010 Hot Spring Water Obtains and Provides.
- E601020 Electric Appliance Installation.
- E607010 Solar Thermal Energy Equipment Installation Engineering.
- EZ05010 Instrument and Meters Installation Engineering.
- EZ15010 Warming and Cooling Maintenance Construction.
- F113010 Wholesale of Machinery.
- F113020 Wholesale of Electrical Appliances.
- F113030 Wholesale of Precision Instruments.
- F113990 Wholesale of Other Machinery and Tools.
- F213010 Retail Sale of Electrical Appliances.
- F213040 Retail Sale of Precision Instruments.
- F213080 Retail Sale of Machinery and Tools.
- F213100 Retail Sale of Pollution Controlling Equipment.
- G202010 Parking Garage Business.
- I102010 General Investment Consulting.
- I501010 Product Designing.
- IG02010 Research and Development Services.
- JA02990 Other Repair.
- JE01010 Rental and Leasing.
- A102020 Agricultural Products Preparations.
- F101050 Wholesale of Fishery Products.
- F101100 Wholesale of Flowers.
- F101990 Wholesale of Other Agricultural, Livestock and Aquatic Products.
- F102030 Wholesale of Tobacco and Alcohol.
- F102040 Wholesale of Nonalcoholic Beverages.
- F102050 Wholesale of Tea Leaves.
- F102170 Wholesale of Foods and Groceries.
- F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
- F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.
- F106020 Wholesale of Daily Commodities.
- F108040 Wholesale of Cosmetics.
- F112040 Wholesale of Petroleum Products.
- F115010 Wholesale of Jewelry and Precious Metals.
- F199990 Other Wholesale Trade.
- F201010 Retail Sale of Agricultural Products.
- F201020 Retail Sale of Livestock Products.
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- F201030 Retail Sale of Fishery Products.
- F201070 Retail Sale of Flowers.
- F201990 Retail Sale of Other Agricultural, Livestock and Aquaculture Products.
- F203010 Retail Sale of Food, Grocery and Beverage.
- F203020 Retail Sale of Tobacco and Alcohol.
- F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
- F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures.
- F206020 Retail Sale of Daily Commodities.
- F208040 Retail Sale of Cosmetics.
- F212050 Retail Sale of Petroleum Products.
- F215010 Retail Sale of Jewelry and Precious Metals.
- F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified.
- F399040 Retail Sale No Storefront.
- F399990 Retail Sale of Other Integrated.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company has its headquarters located in Taipei City and if necessary, branches can be established domestically or overseas with the approval of the Board of Directors.
Article 4: The total amount of investment by The Company in other businesses may exceed forty percent of the company's paid-in capital amount.
Article 5: The Company may act as a guarantor in favor of a third party outside the company for business purpose.
Chapter II Shares
Article 6: The total capital of The Company is set at NT$3.84 billion, divided into 384 million ordinary shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in multiple tranches as required by the company's business needs.
Within the aforementioned total capital, up to NT$90 million is eligible for the issuance of subscription rights certificates, totaling 9 million shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue these shares in multiple tranches as required by the company's business needs.
The Company may transfer its bought-back treasury stock, reserve newly issued shares for subscription, and issue employee stock options and restricted stock to employees of the Company's Parent or subsidiaries who meet certain criteria. The board of directors is authorized to determine these criteria.
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Article 7: The Company issues registered shares with the authorized signatures/specimen seals of the company's Directors affixed to each stock certificate subject to certification as required by law before issuance. Upon the request of a securities central depository institution, The Company may consolidate the issued shares and replace them with shares of larger denominations. When issuing new shares, The Company may print consolidated stock certificates for the total number of shares issued in that particular round, or may choose to issue shares without physical certificates, provided that they are kept or recorded by a securities central depository institution.
Article 8: The handling of stock affairs by The Company is conducted in accordance with relevant laws and regulations set forth by the regulatory authorities. Furthermore, when necessary, the Board of Directors may pass a resolution to delegate stock affairs to a shareholder services agent duly approved by the regulatory authorities. In cases where stock affairs are entrusted to a shareholder services agent, shareholders should approach the appointed agent for any stock-related matters, rather than directly contacting the company.
Article 9: The transfer of shares shall be suspended by 60 days before General Meeting, or 30 days before Special Meeting, or within 5 days before the Company decides to distribute stock dividends or other benefits.
Chapter III Shareholders' Meeting
Article 10: Shareholders' meetings are divided into two types: general shareholders' meetings and extraordinary shareholders' meetings. A general shareholders' meeting is convened annually within six months after each fiscal year ends. Shareholders must be notified at least thirty days in advance. An extraordinary shareholders' meeting is convened, when necessary. Shareholders must be notified at least fifteen days in advance. The Board of Directors shall call for the sessions of the General Meeting of Shareholders unless the Company Act otherwise specified. The notice of the shareholders' meeting should include the meeting date, location, and purpose of the meeting.
Article 11: If a shareholder is unable to attend the shareholders' meeting due to circumstances, they should provide a proxy letter issued by the company, specifying the authorized scope of the proxy. In case of multiple proxy letters, the one received first shall prevail, except when the original grantor declares the revocation, which is not subject to this limitation. With the exception of trust institutions, when an individual is entrusted by two or more shareholders, their voting rights as a proxy shall not exceed three percent of the total voting rights represented by the issued shares. Any excess portion of voting rights shall not be counted. Unless otherwise provided in the Company Act, the shareholders' attendance by proxy at shareholders' meetings shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" provided by the competent authority.
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Article 12: During a shareholders' meeting, unless otherwise specified by the Company Act, the Chairman of the Board of Directors shall serve as the chairperson. In the event of the Chairman's absence, a director designated by the Chairman shall act as a proxy. If no designation is made, the directors shall mutually elect one person to act as a proxy. When a shareholders' meeting is convened by a person other than the Board of Directors, the convening person shall serve as the chairperson. If there are two or more convening persons, they shall mutually elect one person to serve as the chairperson. The Company's shareholders' meetings are handled in accordance with the "Rules of Procedure for Shareholders' Meetings."
Article 13: Each share held by a shareholder of The Company carries one voting right, unless otherwise specified by the Company Act or our Articles of Incorporation. The shares held by the company itself do not carry any voting rights, in accordance with the law.
Article 14: The resolution reached in the Company's shareholders' meeting, unless otherwise provided for in the related laws, must be approved with the majority votes of the shareholders present that represent a majority shareholdings.
Article 15: All resolutions of the General Meeting of Shareholders shall be kept as minutes of the meeting on record, signed or sealed by the Chairman, and release to all shareholders within 20 days after the meeting. The distribution of the minutes of the meeting mentioned above may be made through public announcement. The content of the minutes of the shareholders' meeting on record shall contain information on the date, month, year, time, venue, number of shares represented by the attending shareholders, name of chairman, the process of discussion, the summary and result, method of resolution, and shall be kept during the entire perpetuity of the company. The attendance register and proxy forms of a shareholders' meeting shall be retained for at least 1 year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action.
Chapter IV Board of Directors and Audit Committee
Article 16: The Company has a board of directors consisting of seven to fifteen members, and the number of directors to be appointed is determined by the Board of Directors. Among them, the number of independent directors must not be less than three and should account for at least one-third of the total number of directors' seats. The election of directors is carried out by the shareholders' meeting based on the candidate list, and the term of office is three years.
The election of directors follows a candidate nomination system. The acceptance procedure for director nominations, as well as related matters such as announcements, shall be conducted in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act.
The total number of shares held by all directors in the company's registered stock must not be less than a certain percentage, which is calculated according to the regulations set forth in the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" issued by the competent authority of securities.
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Article 16-1: In accordance with Article 14-4 of the Securities Exchange Act, The Company establishes an Audit Committee to replace the role of supervisors. The Audit Committee consists of all independent directors. From the date of establishment of the Audit Committee, the provisions of the Company Act, Securities Exchange Act, and other laws relating to supervisors shall be applicable to the Audit Committee. The exercise of powers and responsibilities by the Audit Committee and its members, as well as related matters, shall be carried out in accordance with relevant laws and regulations, and further defined by the Board of Directors.
Article 17: The Company's business policies and other important matters are to be resolved by the Board of Directors. The Board of Directors is organized by the directors, and its exercise of authority shall be in accordance with legal provisions, the articles of incorporation, and resolutions of the shareholders' meeting. The election of the Chairman of the Board shall require the attendance of at least two-thirds of the directors and the affirmative votes of a majority of the attending directors. Similarly, a Vice Chairman may be elected to assist the Chairman, following the same procedure. The Chairman is responsible for all matters internally and represents the Company externally.
Article 18: The Board of Directors is convened by the Chairman of the Board. However, for the first meeting of each term, it shall be convened by the director who received the highest number of votes representing voting rights. The convening of the Board of Directors shall provide a notice stating the agenda at least seven days in advance to all directors. In case of emergency, director meetings may be convened at any time. The Board may call for special session with notice in writing, fax, or e-mail.
Article 19: The Board may convene via teleconferencing and the Directors participating in the teleconference shall be deemed attending the Board session in person.
Article 20: If a director is unable to attend a Board meeting due to reasons, they may issue a power of attorney specifying the scope of authority and appoint another director as a proxy to attend the meeting on their behalf. However, one director can only act as a proxy for one other director.
Article 21: During Board meetings, the Chairman of the Board serves as the presiding officer. In the absence of the Chairman or the Chairman cannot perform its duties, the Vice Chairman shall act on behalf of and in the name of the Chairman to preside over the meeting. In the absence of the Vice Chairman or where the Vice Chairman cannot perform his duties, the Chairman shall appoint an agent to preside over the meeting, or, the Directors shall nominate one among themselves to preside over the meeting.
Article 22: Unless the Company Act or the articles of incorporation specifies otherwise, resolutions of the Board may be made by a session with the presence of at least half of the seats of Directors and by a simple majority of these Directors.
Article 23: The authority granted to the Chairman of the Board during the adjournment of Board meetings shall be specific and explicit, without general authorization. Matters involving significant interests of the company still require approval by the Board.
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Article 24: (The Article is Deleted)
Article 25: In the event that one-third of the director positions are vacant or all independent directors are removed, the Board shall convene a special shareholders' meeting within sixty days to fill the vacancies or appoint new directors.
Article 26: When directors carry out the business of the company, regardless of the company's profitability, the company may provide compensation. The Board of Directors is authorized to determine the compensation standards based on the level of involvement of each director in the company's operations and taking into account industry norms.
Article 27: The Company may purchase liability insurance to cover the directors' liability for damages incurred during their term of office in accordance with the scope of their business responsibilities and legal obligations.
Chapter V Managers
Article 28: The company may appoint several executives, and the appointment, dismissal, and remuneration of executives shall be conducted by the Board of Directors, subject to the presence of a majority of directors and the approval of a majority of directors present, unless otherwise provided by relevant laws or the Articles of Incorporation.
Chapter VI Accounting
Article 29: The Company's fiscal year is from January 1 to December 31. At the end of the fiscal year, the Board shall prepare the following reports and submit them to the General Meeting for approval.
- Business report
- Financial statements
- Proposal for earnings distribution or loss supplement
Article 30: Annual profits concluded by the Company shall be subject to employee remuneration from 1% to 8%; in addition, directors' remuneration may be provided up to 5% of annual profit. However, when the company has accumulated losses, it should first reserve an amount for offsetting the losses and then allocate employee and director remuneration in proportion to the aforementioned requirement.
The employee remuneration mentioned above may be provided in the form of shares or cash, and no less than 40% of the employee remuneration shall be allocated for distribution to entry-level employees who meet the conditions determined by the Board of Directors. The directors' remuneration mentioned above may only be paid in cash, subject to the resolution of the Board of Directors and reporting to the Shareholders' Meeting.
In each fiscal year, after deducting income tax in accordance with the law, The Company should first offset any accumulated losses from previous years with the surplus. If there is still a remaining balance, 10% should be allocated to the legal reserve until the legal reserve reaches the amount of the company's paid-in capital. Any additional balance should be allocated or transferred to the special reserve in
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accordance with laws and regulations. If there is still a surplus, together with undistributed profits from previous years, the Board of Directors shall propose a profit distribution plan based on the company's situation and submit it for resolution at the Shareholders' Meeting.
Article 31: In the retained shares distribution plan for each fiscal year, the method of distributing dividends and profit distribution to shareholders may involve offering of new shares and distributing cash. The specific proportion of each method shall be determined and planned by the Board of Directors based on actual needs. However, the amount distributed through the cash dividend method shall not be less than 20% of the total amount of proposed dividends for the year. If the calculated cash dividend per share based on the aforementioned minimum percentage is less than NT$0.5, the Board of Directors may, at its discretion and based on the prevailing circumstances, adjust the distribution method, and it will not be subject to the aforementioned minimum percentage requirement for cash dividend distribution.
Article 32: The recipients of the distribution of employee remuneration in The Company may include not only employees of the company itself but also employees of controlling or subsidiary companies who meet certain conditions. The Board of Directors has the authority to determine the conditions and distribution methods for the aforementioned employees to receive employee remuneration
Chapter VII Bylaw
Article 33: The Company's Articles of Incorporation and enforcement rules are stipulated separately by the Board of Directors.
Article 34: Matters that are not addressed in the Articles of Incorporation are to be governed in accordance with the Company Law and other relevant laws and regulations.
Article 35: Instituted on December 29, 1995.
The 1st amendment was on February 25, 1998.
The 2nd amendment was on June 25, 1998.
The 3rd amendment was on October 28, 1998.
The 4th amendment was on June 1, 1999.
The 5th amendment was on May 6, 1999.
The 6th amendment was on May 15, 2001.
The 7th amendment was on May 15, 2001.
The 8th amendment was on February 6, 2002.
The 9th amendment was on June 29, 2005.
The 10th amendment was on June 14, 2006.
The 11th amendment was on June 21, 2007.
The 12th amendment was on June 13, 2008.
The 13th amendment was on June 19, 2009.
The 14th amendment was on June 18, 2010.
The 15th amendment was on June 17, 2011.
The 16th amendment was on June 28, 2012.
The 17th amendment was on June 11, 2015.
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The 18th amendment was on June 23, 2016.
The 19th amendment was on March 2, 2018.
The 20th amendment was on June 8, 2018.
The 21st amendment was on June 25, 2019.
The 22nd amendment was on June 24, 2020.
The 23rd amendment was on June 1, 2022.
The 24th amendment was on July 27, 2022.
The 25th amendment was on June 6, 2024.
The 26th amendment was on November 19, 2024.
The 27th amendment was on June 23, 2025.
Appendix 2. Rules of Procedure for Shareholders' Meetings
Lung Ming Green Energy Technology Engineering Co., Ltd. Rules of Procedure for Shareholders' Meetings
As amended by the Shareholders' Meeting on June 23, 2016
Article 1: Unless otherwise provided by law or regulation, the shareholders' meetings of the Company shall be conducted in accordance with these Rules.
Article 2: The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 3: An attendance register shall be furnished at the shareholders' meeting for the attending shareholders to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The attendees' shareholding is calculated in accordance with the attendance register or the attendance cards collected.
Article 4: Attendance and voting at shareholders' meetings shall be calculated based on numbers of shares.
Article 5: If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 6: The Company may appoint its attorneys, certified public accountants or related persons retained by it, and the persons in charge of the Company's finance and business or related persons to attend a shareholders' meeting in a non-voting capacity.
Article 7: The service personnel for the shareholders' meeting shall wear identification badges or armbands.
Article 8: Proceedings of a shareholders' meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for at least one year.
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Article 9: The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. A pseudo-resolution could be reached in accordance with Article 175 Section 1 of the Company Law if there are insufficient attendees to attend the meeting after two meeting postponements that represent more than one thirds of shareholders. After a tentative resolution is made, when, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10: If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. The above provisions apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the above meeting agenda (including extraordinary motions), except by a resolution of the shareholders' meeting. After the chair declares the meeting adjourned, shareholders shall not elect another chair to hold another meeting at the same place or at any other place. If the chair declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new chair by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 11: The legal person entrusted to attend the shareholders' meeting is entitled to appoint only one person. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
Article 12: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number, and account name. The order in which shareholders speak will be set by the chair.
Article 13: The attending shareholders who present a statement slip but do not speak shall be deemed as not speaking. The content of the speech shall prevail if it is inconsistent with the statement slip.
Article 14: The speech of the attending shareholders may not be interrupted by other shareholders, unless otherwise with the consent of the chairman and the speaking shareholder. The chairman must stop the offender from speaking.
Article 15: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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Article 16: After an attending shareholder has spoken, chair may respond in person or designate relevant personnel to respond.
Article 17: When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 18: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting on shareholders’ meeting proposals shall be announced on-site at the meeting, and a record made of the vote.
Article 19: Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. The Chairman is to consult the motion ready for balloting with the attendees at the meeting and it is deemed as having been passed if there are no objections raised.
Article 20: When there is an amendment or an alternative to a proposal and it is not presented together with the original proposal, the chair shall decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 21: When a meeting is in progress, the chair may announce a break based on time considerations.
Article 22: If the topics or activities listed in the shareholders’ meeting agenda cannot be fully covered in a meeting session, a resolution may be adopted at the shareholders’ meeting to resume the meeting within five days, and no meeting notices and public announcements shall be required.
Article 23: The chair may direct the marshals (or security guards) to help maintain order at the meeting place. The marshals (or security guards) at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal.”
Article 24: These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix 3. Shareholdings of All Directors
Lung Ming Green Energy Technology Engineering Co., Ltd.
Shareholdings of all directors as of the book-closure date for the shareholders' meeting
Date: April 28, 2026
| Title | Name or title | No. of shares held | |
|---|---|---|---|
| Number of shares | % to the total issued shares | ||
| Chairman | Huayang Venture Capital Co., Ltd. Representative: Hsu, Chin-Lung | 11,600,000 | 15.39% |
| Director | Huayang Venture Capital Co., Ltd. Representative: Pan, Chi-Hsiu | ||
| Director | Huayang Venture Capital Co., Ltd. Representative: Zhou, Ji-Ping | ||
| Director | Huayang Venture Capital Co., Ltd. Representative: Fan, Fang-Chih | ||
| Vice Chairman | Kuo, Hui-Lan | 2,699,016 | 3.58% |
| Total shareholding of all directors other than the independent directors | 14,299,016 | 18.97% | |
| Independent Director | Cheng, Yun-Da | 0 | 0.00% |
| Independent Director | Shi, Yun-Ting | 0 | 0.00% |
| Independent Director | Wang, Kao-Liang | 0 | 0.00% |
| Independent Director | Liao, I-Chuan | 60,000 | 0.08% |
| Total of all directors | 14,359,016 | 19.05% |
The total issued shares of the Company: 75,377,715 shares
Minimum statutory shareholding required for all directors 6,030,217 shares