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MAP — AGM Information 2026
May 22, 2026
52402_rns_2026-05-22_d1f3fe23-41de-468f-8207-61592c0d2f78.pdf
AGM Information
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Stock Code: 4545
MAP
銘鈺精密工業股份有限公司
Min Aik Precision Industrial Co., Ltd.
2026
Annual General Meeting
Meeting Handbook
【English translation】
Time : 9:00 a.m., Wednesday, June 24, 2026
Venue : No.200, Sec.1, Daxing W. Rd., Taoyuan Dist., Taoyuan
City (FULLON HOTEL)
Meeting form : Physical shareholders meeting
Table of Contents
I Meeting Agenda
1. Reported matters --- 2
2. Acknowledged matters --- 2
3. Election and Discussion matters --- 3
4. Questions and Motions --- 4
5. Adjournment --- 4
II Attachment
1. 2025 Business report --- 5
2. 2025 Audit committee report --- 8
3. 2025 Financial statements --- 9
4. 2025 Earnings distribution table --- 24
5. Candidates of the 11th term Board of Directors --- 25
6. Release of the Non-Competition Restrictions of Directors --- 30
III Appendix
1. Articles of Incorporation --- 32
2. Rules of procedure for shareholders meetings --- 37
3. Procedures for Election of Directors --- 43
4. Status of shares held by Directors --- 45
Min Aik Precision Industrial Co., Ltd.
Agenda of the 2026 Annual General Meeting
Time: 9:00 a.m., Wednesday, June 24, 2026
Venue: No.200, Sec.1, Daxing W. Rd., Taoyuan Dist., Taoyuan City
(FULLON HOTEL)
Meeting form: Physical shareholders meeting
Number of Shares Present:
Call to Order:
Chairperson Remarks:
I. Reported matters
1. 2025 business report
2. 2025 financial statements as reviewed by the audit committee
3. The distribution of employees' and directors' compensation in 2025
II. Acknowledged matters
1. 2025 business report and financial statements
2. 2025 earnings distribution plan
III. Election and Discussion matters
1. To elect directors of the Company for the 11th term
2. Release the Directors from Non-Competition Restrictions
IV. Questions and Motions
V. Adjournment
I. Reported matters:
Proposal 1
Subject: The 2025 business report.
Explanation: The 2025 business report please refer to Attachment 1 (Page 5-7).
Proposal 2
Subject: The 2025 audit committee report.
Explanation: The 2025 audit committee report please refer to Attachment 2 (Page 8).
Proposal 3
Subject: The distribution of employees' and directors' compensation in 2025.
Explanation: The employees' compensation and directors' compensation in 2025 was approved by the Board of Directors on March 5, 2026 and they are to be distributed in cash. The amounts are as follows:
1. Employees' compensation: NT$ 1,312,371. Allocation of at least 20% (NT$ 262,475) prioritized for non-executive employees in compliance with regulations.
2. Directors' compensation: NT$ 562,444.
II. Acknowledged matters:
Proposal 1 (Proposed by Board of Directors)
Subject: Adoption of the 2025 business report and financial statements.
Explanation: The individual financial report and consolidated financial report of 2025 of the Company have been certified by Tsai, Meng-Chuan and Cheng, An-Chih, CPAs of KPMG. The reports and the business report have also been reviewed by audit committee found true and correct. Please refer to Attachments 1 (page 5-7) and Attachments 3 (page 9-23).
Resolution:
Proposal 2 (Proposed by Board of Directors)
Subject: Adoption of the proposal for distribution of 2025 profits.
Explanation:
-
The Company’s 2025 net income after tax was NT$ 13,105,456, and the proposal for distribution of the 2025 profits in accordance with the Articles of Incorporation is hereby prepared. Please refer to Attachment 4 (Page 24) for details.
-
The proposed dividend to shareholders is NT$0.13 per share. Upon approval by the Annual General Meeting, the Chairman is authorized to resolve the ex-rights date, distribution date, and other relevant issues.
-
The aforementioned cash dividend shall be rounded down to the nearest dollar, and the total of any fractional amount less than one dollar will be recognized as “other” income of the Company.
-
If the dividend ratio is afterward affected by a change in the outstanding shares, it is proposed that the Chairman be authorized to adjust the dividend to be distributed to each share based on the number of actual outstanding shares on the record date for distribution.
Resolution:
III. Election and Discussion matters:
Proposal 1 (Proposed by Board of Directors)
Subject: Proposal for the 11th Directors election.
Explanation:
-
The three-year term of the members of the 10th Board of Directors will end on June 20, 2026. Therefore, the company proposes to duly elect new Board members at this year's Annual Shareholders’ Meeting. The tenure of office of the 11th Board of Directors will be three years from June 24, 2026 to June 23, 2029.
-
According to Article 13 of the Articles of Incorporation and the resolution of the company's board of directors on March 5, 2026, seven directors (including three independent directors) should be elected this time, and will be elected through the candidate nomination system. Please refer to Attachment 5 (Page 25-29) for the candidates of the 11th term Board of Directors.
-
This election is conducted in accordance with the company's "Procedures for
Election of Directors ".
- This proposal is hereby put forth for the election.
Resolution:
Proposal 2 (Proposed by Board of Directors)
Subject: Proposal for the removal of the non-competition restriction on Directors and his/her representatives.
Explanation:
-
According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the shareholders' meeting the essential contents of such an act and secure its approval.
-
If a newly elected director or his/her representative does anything for himself or on behalf of another person that is within the scope of the company's business as previously mentioned, it is proposed to remove the non-competition restriction on the condition that the interests of the company are not impaired.
-
Please refer to Attachment 6 (Page 30-31) for the content of competition acts of directors to be removed in this shareholders' meeting.
-
This proposal is hereby put forth for resolution.
Resolution:
IV. Questions and Motions
V. Adjournment
[Attachment 1]
Min Aik Precision Industrial Co., Ltd.
2025 Business Report
In 2025, the global economy exhibited a moderate recovery as inflationary pressures eased and interest rate policies were adjusted. However, persistent geopolitical risks, changes in international tariff and trade policies, and intensified volatility in major currency exchange rates created numerous challenges and uncertainties for the corporate operating environment. In the face of this volatile external landscape, Min Aik Precision Industrial Co., Ltd. (MAP) has continued to strengthen its operating structure and risk management mechanisms. Furthermore, the company has maintained its commitment to business expansion and capacity positioning while flexibly adjusting order and product strategies, demonstrating robust operational resilience and long-term development potential.
I. Operating policies and implementation overview
In the precision metal stamping business, revenue increased compared to the previous year, benefiting from rising demand in the hard disk drive end market, which drove growth in related component shipments and showcased the company's order flexibility and technical competitive advantages. The medical plastics business continued to maintain steady development, providing stable support for the company's overall operations. Regarding the automation business, revenue decreased compared to the same period last year due to the impact of the overall economic slowdown in China. In response to these changes in the industrial environment, the company has continued to promote business transformation and market diversification, optimizing product structures and application fields to enhance future competitiveness and growth momentum.
For 2025, MAP Group's consolidated net operating revenue was NT$ 2,387,660 thousand, which was comparable to the levels in 2024. Consolidated gross profit was NT$ 364,909 thousand, consolidated operating income was NT$ 34,878 thousand, and consolidated net income after tax was NT$ 13,105 thousand. Earnings per share (EPS) was NT$ 0.17, and the net value per share was NT$ 24.7.
Affected by macroeconomic fluctuations, adjustments in end-market demand, and exchange rate variations, overall profitability declined compared to the previous year. This was primarily due to changes in the product mix and the impact of external factors on the cost structure. Nevertheless, the company maintained
positive profitability and a stable financial structure, demonstrating that its overall operational health remains fundamentally sound.
II. Implementation achievements of the operating plan
| Item | 2025 | 2024 |
|---|---|---|
| Operating Revenue | 2,387,660 | 2,396,125 |
| Operating Gross Profit | 364,909 | 543,250 |
| Operating profit/loss | 34,878 | 181,304 |
| Non-Operating Income and Expenses | (11,490) | 64,085 |
| Net income | 13,105 | 182,775 |
III. Analysis of profitability
| Item | 2025 | 2024 | |
|---|---|---|---|
| Return on asset (%) | 0.68 | 6.13 | |
| Return on equity (%) | 0.67 | 9.44 | |
| Paid-in capital (%) | Operating Income | 4.53 | 23.55 |
| Pre-tax Profit | 3.04 | 31.87 | |
| Profit ratio (%) | 0.55 | 7.63 | |
| Earnings per share (NT$) | 0.17 | 2.37 |
IV. Research and Development situations
The precision metal stamping business will continue to expand production capacity and enhance technical capabilities. Through equipment optimization and process improvements, the Company aims to strengthen production efficiency and product precision, while deepening R&D and technology integration to respond to changing market demand and increase the proportion of high value-added products.
In the medical plastics business, in addition to improving process management and quality stability, the Company will actively expand into overseas markets and deepen cooperation with international customers, thereby strengthening growth momentum and diversifying market presence.
For the automation business, the Company will continue to invest in the development of new markets and applications, enhance technology integration and customization capabilities, and actively broaden industrial application areas to create new business opportunities and strengthen overall competitive advantages.
Overall, the Company will focus on technology upgrades, capacity expansion,
and diversified market deployment as its core strategies, continuously enhancing its long-term operational resilience and growth potential.
Looking ahead, MAP will remain focused on enhancing its core competitiveness. By combining technological innovation, capacity optimization, and talent cultivation, the company aims to strengthen its R&D capabilities and organizational effectiveness. We will employ a more flexible and efficient operating model to respond to market changes and maintain a leading edge in a competitive environment. While pursuing corporate growth and profitability, the company will also continue to deepen communication and interaction with stakeholders. We are committed to implementing Environmental, Social, and Governance principles, strengthening our corporate structure through sustainable management strategies, and creating long-term value shared by the enterprise and society.
7
【Attachment 2】
Min Aik Precision Industrial Co., Ltd.
Audit report issued by Audit Committee for 2025
The individual financial report and consolidated financial report of 2025 of the company, which were prepared by its Board of Directors, have been certified by Tsai, Meng-Chuan and Cheng, An-Chih, CPAs of KPMG. The aforementioned reports, the business report and the proposal of earnings distribution proposal are reviewed by the Committee and found true and correct. The Committee hereby submits the aforementioned reports and proposal for approval in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Submitted to:
2026 Annual General Meeting of Min Aik Precision Industrial Co., Ltd.
Convener of Audit Committee: Sun, Chu-Wei
March 5, 2026
KPMG
多快速京群合作計算子務
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Min Aik Precision Industrial Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Min Aik Precision Industrial Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that, in our professional judgement, should be communicated are as follow:
- Revenue recognition
Please refer to Note 4(n) “Revenue recognized” of the notes to the consolidated financial statements for the accounting policies on revenue recognition.
Description of key audit matter:
The Group’s automatic equipment would first need to be assembled, tested, and installed by clients; thereafter, revenue then is recognized. Therefore, the revenue recognition is considered to be one of our key audit matters.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
How the matter was addressed in our audit:
Our principal audit procedures on revenue recognition included the understanding of internal control system over automatic equipment revenue; inspecting the contracts entered into with the customers; sending confirmation requests to debtors selected from the sales customers. We also assessed the adequacy of the Group’s disclosures of its revenue recognition policy and other related disclosures.
- Inventory Valuation
Please refer to Note 4(h) “Inventories” and Note 5 “Significant accounting estimates and assumptions for uncertainty in the evaluation of inventories” in the consolidated financial statements for details of the inventory evaluation policy.
Description of key audit matter:
The Group’s inventory are measured at lower of cost and net realized value. The Group’s products may be obsolescent or do not meet the market requirement due to new product release or market change. Besides, the automatic products are customized based on specific client's need. Thus, the cost of inventory may exceed its net realizable value. Moreover, the sales ability of products may affect the inventory valuation, which also need to be taken into serious consideration. Therefore, the inventory valuation is considered to be the key audit matters.
How the matter was addressed in our audit:
Our principal audit procedures included understanding the Group’s policies of inventory valuation to assess the appropriateness of its inventory valuation; testing, on a sampling basis, testing the Group’s inventory aging report to verify its correctness; understanding and testing, on a sampling basis, the selling price that the management used, or reviewing the subsequent sales of the inventories to assess the appropriateness of the net realizable value.
Other Matter
Min Aik Precision Industrial Co., Ltd. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
KPMG
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
11
KPMG
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Tsai, Meng-Chuan and Cheng, An-Chih.
KPMG
Taipei, Taiwan (Republic of China)
March 5, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
12
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
MIN AIK PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 648,799 | 21 | 926,431 | 29 | 2100 | Short-term borrowings (note 6(g)) | $ 370,000 | 12 | 220,000 | 7 |
| 1170 | Notes and accounts receivable, net (notes 6(b) and (n)) | 424,110 | 13 | 368,590 | 11 | 2170 | Accounts payable (include related parties) (note 7) | 242,395 | 8 | 251,470 | 8 |
| 1181 | Accounts receivable from related parties (notes 6(b), (n) and 7) | 195,273 | 6 | 158,400 | 5 | 2201 | Salary and wages payable | 120,042 | 4 | 172,681 | 5 |
| 1310 | Inventories (note 6(c)) | 436,729 | 14 | 490,345 | 15 | 2230 | Current income tax liabilities | 12,443 | - | 21,203 | 1 |
| 1479 | Other current assets (notes 7 and 8) | 49,614 | 2 | 64,245 | 2 | 2280 | Current lease liabilities (note 6(i)) | 15,285 | - | 14,151 | - |
| 1,754,525 | 56 | 2,008,011 | 62 | 2300 | Other current liabilities (notes 6(n) and 7) | 172,944 | 6 | 195,870 | 6 | ||
| Non-current assets: | 2322 | Long-term borrowings, current portion (notes 6(h) and 8) | 162,000 | 5 | 64,000 | 2 | |||||
| 1551 | Investments accounted for using equity method (note 6(d)) | 4,511 | - | - | - | 1,095,109 | 35 | 939,375 | 29 | ||
| 1600 | Property, plant and equipment (notes 6(e), 8 and 9) | 1,216,619 | 39 | 1,092,262 | 33 | Non-Current liabilities: | |||||
| 1755 | Right-of-use assets (note 6(f)) | 82,228 | 3 | 94,088 | 3 | 2541 | Long-term borrowings (notes 6(h) and 8) | - | - | 162,000 | 5 |
| 1995 | Other non-current assets (notes 6(j) and (k)) | 65,176 | 2 | 60,717 | 2 | 2570 | Deferred tax liabilities (note 6(k)) | 62,189 | 2 | 69,350 | 2 |
| 1,368,534 | 44 | 1,247,067 | 38 | 2580 | Non-current lease liabilities (note 6(i)) | 64,938 | 2 | 76,652 | 2 | ||
| 127,127 | 4 | 308,002 | 9 | ||||||||
| 1,222,236 | 39 | 1,247,377 | 38 | ||||||||
| Total liabilities | |||||||||||
| Equity attributable to owners of parent (note 6(l)): | |||||||||||
| 3110 | Ordinary share | 770,000 | 25 | 770,000 | 24 | ||||||
| 3200 | Capital surplus | 642,785 | 21 | 642,785 | 20 | ||||||
| 3310 | Legal reserve | 287,491 | 9 | 268,811 | 8 | ||||||
| 3320 | Special reserve | 10,841 | - | 45,565 | 1 | ||||||
| 3350 | Unappropriated retained earnings | 198,086 | 6 | 291,381 | 9 | ||||||
| 3410 | Exchange differences on translation of foreign financial statements | (8,380) | - | (10,841) | - | ||||||
| Total equity | 1,900,823 | 61 | 2,007,701 | 62 | |||||||
| Total assets | $ 3,123,059 | 100 | 3,255,078 | 100 | Total liabilities and equity | $ 3,123,059 | 100 | 3,255,078 | 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) MIN AIK PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4111 | Operating revenue (notes 6(n) and 7) | $ 2,408,225 | 101 | 2,413,415 | 101 |
| 4170 | Less: Sales returns | 20,565 | 1 | 17,290 | 1 |
| Net operating revenue | 2,387,660 | 100 | 2,396,125 | 100 | |
| 5111 | Operating costs (notes 6(c), (i), (j), (o), 7 and 12) | 2,022,751 | 85 | 1,852,875 | 77 |
| Gross profit from operations | 364,909 | 15 | 543,250 | 23 | |
| Operating expenses (notes 6(b), (i), (j), (o), 7 and 12): | |||||
| 6100 | Selling expenses | 85,644 | 4 | 85,617 | 4 |
| 6200 | Administrative expenses | 166,299 | 7 | 203,478 | 8 |
| 6300 | Research and development expenses | 59,526 | 2 | 52,639 | 2 |
| 6450 | Impairment loss determined in accordance with IFRS 9 | 18,562 | 1 | 20,212 | 1 |
| Total operating expenses | 330,031 | 14 | 361,946 | 15 | |
| Net operating income | 34,878 | 1 | 181,304 | 8 | |
| Non-operating income and expenses (notes 6(d), (e), (g), (h), (i), (p) and 7): | |||||
| 7100 | Interest income | 9,745 | 1 | 14,817 | 1 |
| 7010 | Other income | 15,745 | 1 | 32,442 | 1 |
| 7020 | Other gains and losses, net | (26,037) | (1) | 31,729 | 1 |
| 7050 | Finance costs | (15,164) | (1) | (14,903) | (1) |
| 7060 | Share of profit of associates and joint ventures accounted for using equity method | 4,221 | - | - | - |
| Total non-operating income and expenses | (11,490) | - | 64,085 | 2 | |
| 7900 | Profit before income tax | 23,388 | 1 | 245,389 | 10 |
| 7950 | Less: Income tax expenses (note 6(k)) | 10,283 | - | 62,614 | 2 |
| Net profit | 13,105 | 1 | 182,775 | 8 | |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Item that may not be reclassified subsequently to profit or loss | ||||
| 8311 | Gains on remeasurements of defined benefit plans (note 6(j)) | 4,606 | - | 4,019 | - |
| 8360 | Item that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 2,461 | - | 34,724 | 1 |
| 8300 | Other comprehensive income, net of income tax | 7,067 | - | 38,743 | 1 |
| Total comprehensive income | $ 20,172 | 1 | 221,518 | 9 | |
| Net profit, attributable to: | |||||
| Owners of parent | $ 13,105 | 1 | 182,775 | 8 | |
| Total comprehensive income attributable to: | |||||
| Owners of parent | $ 20,172 | 1 | 221,518 | 9 | |
| 9750 | Basic earnings per share (NT dollars) (note 6(m)) | $ | 0.17 | 2.37 | |
| 9850 | Diluted earnings per share (NT dollars) (note 6(m)) | $ | 0.17 | 2.36 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
MIN AIK PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2024
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Reversal of special reserve
Cash dividends on ordinary share
Balance at December 31, 2024
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Reversal of special reserve
Cash dividends on ordinary share
Balance at December 31, 2025
Equity attributable to owners of parent
| Share capital | Retained earnings | Other equity | |||||
|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Total equity attributable to owners of parent | Total equity |
| $ 770,000 | 642,785 | 261,178 | 49,681 | 185,104 | (45,565) | 1,863,183 | 1,863,183 |
| - | - | - | - | 182,775 | - | 182,775 | 182,775 |
| - | - | - | - | 4,019 | 34,724 | 38,743 | 38,743 |
| - | - | - | - | 186,794 | 34,724 | 221,518 | 221,518 |
| - | - | 7,633 | - | (7,633) | - | - | - |
| - | - | - | (4,116) | 4,116 | - | - | - |
| - | - | - | - | (77,000) | - | (77,000) | (77,000) |
| 770,000 | 642,785 | 268,811 | 45,565 | 291,381 | (10,841) | 2,007,701 | 2,007,701 |
| - | - | - | - | 13,105 | - | 13,105 | 13,105 |
| - | - | - | - | 4,606 | 2,461 | 7,067 | 7,067 |
| - | - | - | - | 17,711 | 2,461 | 20,172 | 20,172 |
| - | - | 18,680 | - | (18,680) | - | - | - |
| - | - | - | (34,724) | 34,724 | - | - | - |
| - | - | - | - | (127,050) | - | (127,050) | (127,050) |
| $ 770,000 | 642,785 | 287,491 | 10,841 | 198,086 | (8,380) | 1,900,823 | 1,900,823 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) MIN AIK PRECISION INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before income tax | $ 23,388 | 245,389 |
| Adjustments: | ||
| Adjustments to reconcile (profit) loss: | ||
| Depreciation and amortization expense | 102,000 | 99,831 |
| Impairment loss determined in accordance with IFRS 9 | 18,562 | 20,212 |
| Interest expense | 15,164 | 14,903 |
| Interest income | (9,745) | (14,817) |
| Share of profit of associates and joint ventures accounted for using equity method | (4,221) | - |
| Gain from disposal of property, plant and equipment | (2,631) | (990) |
| Others | 127 | 80 |
| Total adjustments to reconcile profit | 119,256 | 119,219 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Accounts receivable (including related parties) | (110,955) | (153,659) |
| Inventories | 73,653 | (62,269) |
| Other current assets | (4,223) | (25,084) |
| Other operating assets | (882) | (878) |
| Total changes in operating assets | (42,407) | (241,890) |
| Changes in operating liabilities: | ||
| Accounts payable (including related parties) | (9,075) | 51,580 |
| Other current liabilities | (86,529) | 94,470 |
| Total changes in operating liabilities | (95,604) | 146,050 |
| Total changes in operating assets and liabilities | (138,011) | (95,840) |
| Total adjustments | (18,755) | 23,379 |
| Cash inflow generated from operations | 4,633 | 268,768 |
| Interest received | 9,745 | 14,864 |
| Interest paid | (15,429) | (15,170) |
| Income taxes paid | (27,314) | (85,846) |
| Net cash flows (used in) from operating activities | (28,365) | 182,616 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of property, plant and equipment | (194,829) | (29,846) |
| Proceeds from disposal of property, plant and equipment | 4,494 | 1,082 |
| Decrease (increase) in refundable deposits | 376 | (881) |
| Increase in other non-current assets | (3,881) | (3,603) |
| Net cash flows used in investing activities | (193,840) | (33,248) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term borrowing | 150,000 | (10,000) |
| Repayments of long-term borrowing | (64,000) | (64,000) |
| Payment of lease liabilities | (13,458) | (13,371) |
| Cash dividends paid | (127,050) | (77,000) |
| Net cash flows used in financing activities | (54,508) | (164,371) |
| Effect of exchange rate changes on cash and cash equivalents | (919) | 27,984 |
| Net (decrease) increase in cash and cash equivalents | (277,632) | 12,981 |
| Cash and cash equivalents at beginning of period | 926,431 | 913,450 |
| Cash and cash equivalents at end of period | $ 648,799 | 926,431 |
See accompanying notes to consolidated financial statements.
KPMG
釜侯建業群合作計算學院
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of Min Aik Precision Industrial Co., Ltd. :
Opinion
We have audited the financial statements of Min Aik Precision Industrial Co., Ltd. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the year ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that, in our professional judgement, should be communicated are as follow:
Investments accounted for using equity method
Please refer to Notes 4(h) “Investment in subsidiaries” of the notes to financial statement for the accounting policies on investment in associates.
Description of key audit matter:
The subsidiaries that accounted for using equity method, revenue recognition and inventory valuation are material to the parent company only financial statements. The abovementioned valuation may have significant impact to the Company’s operating results. Therefore, the revenue recognition and inventory valuation are considered to be the key audit matters.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures on revenue recognition included the understanding of internal control system over automatic equipment revenue; inspecting the contracts entered into with the customers; sending confirmation requests to debtors selected from the sales customers. We also assessed the adequacy of the Company's disclosures of its revenue recognition policy and other related disclosures.
Our principal audit procedures of inventory valuation included understanding the subsidiaries' policies of inventory valuation to assess the appropriateness of its inventory valuation; testing, on a sampling basis, the subsidiary's inventory aging report to verify its correctness; understanding and testing, on a sampling basis, the selling price that the management used, or reviewing the subsequent sales of the inventories to assess the appropriateness of the net realizable value.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
18
KPMG
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Tsai, Meng-Chuan and Cheng, An-Chih.
KPMG
Taipei, Taiwan (Republic of China)
March 5, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
MIN AIK PRECISION INDUSTRIAL CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
See accompanying notes to parent company only financial statements.
| Assets | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Current assets: | Amount % | Amount % |
| 1100 Cash and cash equivalents (note 6(a)) | $ 181,357 6 | 261,761 9 |
| 1170 Accounts receivable, net (notes 6(b) and (n)) | 190,566 7 | 206,030 7 |
| 1181 Accounts receivable from related parties (notes 6(b), (n) and 7) | 195,273 7 | 158,400 6 |
| 1310 Inventories (note 6(c)) | 294,909 11 | 322,271 11 |
| 1479 Other current assets (notes 7 and 8) | 35,747 1 | 52,410 2 |
| 897,852 32 | 1,000,872 35 | |
| Non-current assets: | ||
| 1551 Investments accounted for using equity method (note 6(d)) | 864,570 30 | 911,341 31 |
| 1600 Property, plant and equipment (notes 6(e), 7, 8 and 9) | 1,012,683 36 | 929,429 32 |
| 1755 Right-of-use assets (note 6(f)) | 1,616 - | - - |
| 1995 Other non-current assets (notes 6(j) and (k)) | 55,968 2 | 51,047 2 |
| 1,934,837 68 | 1,891,817 65 | |
| Total assets | $ 2,832,689 100 | 2,892,689 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Current liabilities: | Amount % | Amount % |
| 2100 Short-term borrowings (note 6(g)) | $ 370,000 13 | 220,000 8 |
| 2170 Accounts payable | 181,166 7 | 156,683 5 |
| 2201 Salaries and wages payable | 81,438 3 | 110,711 4 |
| 2230 Current income tax liabilities | - - | 2,109 - |
| 2280 Current lease liabilities (note 6(i)) | 400 - | - - |
| 2300 Other current liabilities (notes 6(n) and 7) | 95,450 3 | 121,997 4 |
| 2322 Long-term borrowings, current portion (notes 6(h) and 8) | 162,000 6 | 64,000 2 |
| 890,454 32 | 675,500 23 | |
| Non-Current liabilities: | ||
| 2541 Long-term borrowings (notes 6(h) and 8) | - - | 162,000 6 |
| 2570 Deferred tax liabilities (note 6(k)) | 40,184 1 | 47,488 2 |
| 2580 Non-current lease liabilities (note 6(i)) | 1,228 - | - - |
| 41,412 1 | 209,488 8 | |
| 931,866 33 | 884,988 31 | |
| Total liabilities | ||
| Equity attributable to owners of parent (note 6(l)): | ||
| 3110 Ordinary share | 770,000 27 | 770,000 27 |
| 3200 Capital surplus | 642,785 23 | 642,785 22 |
| 3310 Legal reserve | 287,491 10 | 268,811 9 |
| 3320 Special reserve | 10,841 - | 45,565 1 |
| 3350 Unappropriated retained earnings | 198,086 7 | 291,381 10 |
| 3410 Exchange differences on translation of foreign financial statements | (8,380) - | (10,841) - |
| Total equity | 1,900,823 67 | 2,007,701 69 |
| Total liabilities and equity | $ 2,832,689 100 | 2,892,689 100 |
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
MIN AIK PRECISION INDUSTRIAL CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4111 | Operating revenue (notes 6(n) and 7) | $ 1,551,522 | 101 | 1,455,184 | 101 |
| 4170 | Less: Sales returns | 16,614 | 1 | 15,080 | 1 |
| Net operating revenue | 1,534,908 | 100 | 1,440,104 | 100 | |
| 5111 | Operating costs (notes 6(c), (i), (j), (o), 7 and 12): | 1,339,428 | 87 | 1,146,696 | 80 |
| Gross profit from operations | 195,480 | 13 | 293,408 | 20 | |
| Operating expenses (notes 6(b), (i), (j), (o), 7 and 12): | |||||
| 6100 | Selling expenses | 44,434 | 3 | 40,097 | 3 |
| 6200 | Administrative expenses | 98,338 | 7 | 126,395 | 8 |
| 6300 | Research and development expenses | 15,444 | 1 | 12,612 | 1 |
| 6450 | Impairment loss determined in accordance with IFRS 9 | 36,631 | 2 | 805 | - |
| Total operating expenses | 194,847 | 13 | 179,909 | 12 | |
| Net operating income | 633 | - | 113,499 | 8 | |
| Non-operating income and expenses (notes 6(d), (e), (i), (p) and 7): | |||||
| 7100 | Interest income | 1,077 | - | 1,713 | - |
| 7010 | Other income | 4,083 | - | 20,164 | 2 |
| 7020 | Other gains and losses, net | (20,845) | (1) | 26,943 | 2 |
| 7050 | Finance costs | (10,469) | (1) | (9,348) | (1) |
| 7070 | Share of profit of subsidiaries, associates and joint ventures accounted for using equity method, net | 42,394 | 3 | 75,497 | 5 |
| 16,240 | 1 | 114,969 | 8 | ||
| 7900 | Profit before tax income | 16,873 | 1 | 228,468 | 16 |
| 7950 | Less: Income tax expenses (note 6(k)) | 3,768 | - | 45,693 | 3 |
| Net profit | 13,105 | 1 | 182,775 | 13 | |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Item that may not be reclassified subsequently to profit or loss | ||||
| 8311 | Gains on remeasurements of defined benefit plans (note 6(j)) | 4,606 | - | 4,019 | - |
| 8360 | Item that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 2,461 | - | 34,724 | 2 |
| 8300 | Other comprehensive income, net of income tax | 7,067 | - | 38,743 | 2 |
| Total comprehensive income | $ 20,172 | 1 | 221,518 | 15 | |
| 9750 | Basic earnings per share (NT dollars) (note 6(m)) | $ | 0.17 | 2.37 | |
| 9850 | Diluted earnings per share (NT dollars) (note 6(m)) | $ | 0.17 | 2.36 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
MIN AIK PRECISION INDUSTRIAL CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Share capital | Retained earnings | Other equity | |||||
|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Total equity | |
| Balance on January 1, 2024 | $ 770,000 | 642,785 | 261,178 | 49,681 | 185,104 | (45,565) | 1,863,183 |
| Profit | - | - | - | - | 182,775 | - | 182,775 |
| Other comprehensive income | - | - | - | - | 4,019 | 34,724 | 38,743 |
| Total comprehensive income | - | - | - | - | 186,794 | 34,724 | 221,518 |
| Appropriation and distribution of retained earnings: | |||||||
| Legal reserve appropriated | - | - | 7,633 | - | (7,633) | - | - |
| Reversal of special reserve | - | - | - | (4,116) | 4,116 | - | - |
| Cash dividends on ordinary share | - | - | - | - | (77,000) | - | (77,000) |
| Balance on December 31, 2024 | 770,000 | 642,785 | 268,811 | 45,565 | 291,381 | (10,841) | 2,007,701 |
| Profit | - | - | - | - | 13,105 | - | 13,105 |
| Other comprehensive income | - | - | - | - | 4,606 | 2,461 | 7,067 |
| Total comprehensive income | - | - | - | - | 17,711 | 2,461 | 20,172 |
| Appropriation and distribution of retained earnings: | |||||||
| Legal reserve appropriated | - | - | 18,680 | - | (18,680) | - | - |
| Reversal of special reserve | - | - | - | (34,724) | 34,724 | - | - |
| Cash dividends on ordinary share | - | - | - | - | (127,050) | - | (127,050) |
| Balance on December 31, 2025 | $ 770,000 | 642,785 | 287,491 | 10,841 | 198,086 | (8,380) | 1,900,823 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
MIN AIK PRECISION INDUSTRIAL CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before income tax | $ 16,873 | 228,468 |
| Adjustments: | ||
| Adjustments to reconcile (profit) loss: | ||
| Depreciation and amortization expense | 63,623 | 60,765 |
| Impairment loss determined in accordance with IFRS 9 | 36,631 | 805 |
| Interest expense | 10,469 | 9,348 |
| Interest income | (1,077) | (1,713) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (42,394) | (75,497) |
| Gain from disposal of property, plant and equipment | (2,525) | (955) |
| Total adjustments to reconcile profit (loss) | 64,727 | (7,247) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Accounts receivable (including related parties) | (58,040) | (99,628) |
| Inventories | 49,014 | (76,583) |
| Other current assets | (3,806) | (29,814) |
| Other operating assets | (882) | (878) |
| Total changes in operating assets | (13,714) | (206,903) |
| Changes in operating liabilities: | ||
| Accounts payable (including related parties) | 24,483 | 54,588 |
| Other current liabilities | (56,808) | 65,053 |
| Total changes in operating liabilities | (32,325) | 119,641 |
| Total changes in operating assets and liabilities | (46,039) | (87,262) |
| Total adjustments | 18,688 | (94,509) |
| Cash inflow generated from operations | 35,561 | 133,959 |
| Interest received | 1,077 | 1,760 |
| Interest paid | (10,733) | (9,616) |
| Income taxes paid | (14,292) | (73,167) |
| Net cash flows from operating activities | 11,613 | 52,936 |
| Cash flows from (used in) investing activities: | ||
| Proceeds from disposal of investments accounted for using equity method | - | 10,643 |
| Cash dividends from investment accounted for using equity method | 91,626 | 119,852 |
| Acquisition of property, plant and equipment | (141,725) | (34,611) |
| Proceeds from disposal of property, plant and equipment | 3,378 | 1,046 |
| Increase in refundable deposits | (85) | (24) |
| Increase in other non-current assets | (3,881) | (3,603) |
| Net cash flows (used in) from investing activities | (50,687) | 93,303 |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term borrowing | 150,000 | (10,000) |
| Repayments of long-term borrowing | (64,000) | (64,000) |
| Payment of lease liabilities | (280) | (24) |
| Cash dividends paid | (127,050) | (77,000) |
| Net cash flows used in financing activities | (41,330) | (151,024) |
| Net decrease in cash and cash equivalents | (80,404) | (4,785) |
| Cash and cash equivalents at beginning of period | 261,761 | 266,546 |
| Cash and cash equivalents at end of period | $ 181,357 | 261,761 |
See accompanying notes to parent company only financial statements.
【Attachment 4】
Min Aik Precision Industrial Co., Ltd.
2025 Earnings distribution statement
Unit: NT$
| Item | Amount |
|---|---|
| Undistributed profit at start of period | 180,375,030 |
| Plus: Variation following re-evaluation of defined benefit plan | 4,605,850 |
| Plus: Net profit after tax for the current period | 13,105,456 |
| Plus: Special surplus reserve | 2,461,145 |
| Less: Legal reserve | (1,771,131) |
| Accumulated distributable earnings | 198,776,350 |
| Allocation items in this period | |
| Less: Cash dividends (NT$ 0.13 per share) | (10,010,000) |
| Undistributed earnings at the end of the period | 188,766,350 |
[Attachment 5]
Candidates of the 11th term Board of Directors
| Title | Name | Shareholding | Educational Background | Main Experience | Current Positions |
|---|---|---|---|---|---|
| Director | Min Aik Technology Co., Ltd. | ||||
| Representative: Chia, Kin-Heng | 29,904,000 | Nanyang University Business School, Singapore | • Senior Purchasing Assistant, Singapore Baigong Electric Appliance Co., Ltd. | ||
| • Senior Director, Miniscribe Co., Ltd. | |||||
| • Senior Materials Manager, Leica Instrument Pte. Ltd. | |||||
| • Senior Associate of the Materials Department, Western Digital (S) Pte. Ltd. | |||||
| • Vice President, Far East Region of Corner Co. Ltd. | |||||
| • Vice President, Materials and Production Planning of Maxtor Peripherals (S) Pte. Ltd. | • Chairman & CEO, Min Aik Technology Co., Ltd. | ||||
| • Representative Of Director and Chairman, Min Aik Precision Industry Co., Ltd. | |||||
| • Representative Of Director and Chairman, Geminnovative Technology Co., Ltd. | |||||
| • Representative Of Director and Chairman, Green Far Co., Ltd. | |||||
| • Director, Mingyu Technology (Suzhou) Co., Ltd. | |||||
| • Director, Archers (Shanghai) Systems Limited. | |||||
| • Director, Archers (Suzhou) Systems Limited. | |||||
| • Director, Min Aik Trading (Suzhou) Co., Ltd. | |||||
| • Director, Min Aik Technology USA Inc. | |||||
| • Director, Min Aik International Development Pte. Ltd. | |||||
| • Director, Min Aik Technology (M) Sdn. Bhd. | |||||
| • Director, MATC Technology Malaysia Sdn. Bhd. | |||||
| • Director, Map Technology Holdings Pte. Ltd. | |||||
| • Director, MAP Plastics Pte. Ltd. (Singapore) | |||||
| • Director, M&J Technologies Co., Ltd. |
| Title | Name | Shareholdi ng | Educational Background | Main Experience | Current Positions |
|---|---|---|---|---|---|
| Director | Min Aik Technology Co., Ltd. Representative : Yang, Hung-Jen | 29,904,000 | Institute of Science and Technology Management, Fu Jen Catholic University | • Director, Das Technology Co., Ltd. | • Chief Operating Officer, Min Aik Technology Co., Ltd. |
| • Representative Of Director, Min Aik Precision Industry Co., Ltd. | |||||
| • Director, Min Aik Technology (M) Sdn. Bhd. | |||||
| • Director, Min Aik Technology (Thailand) Co., Ltd. | |||||
| • Director, MU-Technology Pte. Ltd. | |||||
| • Representative Of Director, Green Far Co., Ltd. | |||||
| • Supervisor, Mingyu Technology (Suzhou) Co., Ltd. | |||||
| Director | Min Aik Technology Co., Ltd. Representative : Sun, Te-Wen | 29,904,000 | Department of Accounting, National Taiwan University | • Senior Specialist, Tax Department, PwC Taiwan | |
| • Manager, Accounting Department, Buwon Precision Sciences Co., Ltd. | • Director, Financial Management Division, Min Aik Technology Co., Ltd. | ||||
| • Representative Of Director, Min Aik Precision Industry Co., Ltd. | |||||
| • Representative Of Director, Green Far Company Ltd. | |||||
| • Representative Of Director, Geminnovative Technology Co., Ltd. | |||||
| Director | Yin, Chong- En | 0 | Master of Science in Accounting (Taxation Group), National Chengchi University | • Associate Professor of Professional Practice, Soochow University | |
| • Expert Consultant, Center for Corporate Sustainability Development, National Cheng Kung University | |||||
| • Deputy Manager, Enterprise Risk Management, Deloitte Taiwan | |||||
| • Sales Supervisor, Nan Shan Life Insurance Co., Ltd. | |||||
| • Associate Auditor, PwC Taiwan | • Partner, EVEREST CPA & Co. | ||||
| • Representative Of Director, Ruentex Materials Co., Ltd. | |||||
| • Independent Director, EirGenix, Inc. | |||||
| • Supervisor, Taiwan Floral Biotechnology Co., Ltd. | |||||
| • Vice Chairperson, ESG Sustainability Development Committee, National Federation of Certified Public Accountants Associations of the R.O.C. | |||||
| • Member, Materials Committee, SEMI (Semiconductor Equipment and Materials International) |
| Title | Name | Shareholdi ng | Educational Background | Main Experience | Current Positions |
|---|---|---|---|---|---|
| Director | Beacon Investments Limited Representative: Jin, Bor-Shi | 20,817,000 | M.B.A., New York University | • Managing Director of Leon Capital Management Co., Ltd. • Representative Of Director, Min Aik Precision Industry Co., Ltd. • Vice President, Citibank | None |
| Director | Beacon Investments Limited Representative: Kuo, Yao-Wen | 20,817,000 | M.B.A., University of Chicago | • Managing Director of Leon Capital Management Co., Ltd. • Representative Of Director, Min Aik Precision Industry Co., Ltd. • Vice President, Citibank | • Independent Director, MEGA International Development Co., Ltd. |
| Director | Beacon Investments Limited Representative: Shih, Ta-Shao | 20,817,000 | Master of Economics, Long Island University | • Representative Of Director, Min Aik Precision Industrial Co., Ltd. • Managing Director of Leon Capital Management Co., Ltd. • Chairman, Yongyu Consulting Co., Ltd. • Executive Deputy General Manager of China Development Trust Co., Ltd. • Chairman, Development Technology Co., Ltd. • Chairman, Chuanshan Securities Investment Trust Co., Ltd. • General Manager, China Investment and Development Co., Ltd | None |
| Director | Beacon Investments Limited Representative: Chien, Yi-Sen | 20,817,000 | M.B.A., Indiana University | • Chairman & CEO, Myson Century, Inc. • Director, Optomedia Technology Inc. • Chairman, Pixon Technologies Corporation • General Manager, Dingkang Securities Co., Ltd. • General Manager, Antay Securities Investment Advisors • Assistant, Citibank Taipei Branch | • Chairman, CFP Technology Corporation • Chairman, Taiwan Agriculture and Green Energy Corporation • Chairman, Lianxinchen Energy Co., Ltd. • Chairman, Changyang Energy Co., Ltd. • Representative Of Director, Min Aik Precision Industry Co., Ltd. |
| Independent Director | Chung, Kai-Hsun | 0 | Master of Law, Taipei University | • Partner Lawyer of AY Commercial Law Offices • Lawyer of EY Law | • Senior Consulting Lawyer of AY Commercial Law Offices (Xinyi Office) • Independent Director, Min Aik Precision |
| • Chairman, Taiwan A&G Company • Chairman, Taiwan A&G Company | Institutional Director, Min Aik Precision Industry Co., Ltd. | ||||
| Director | Chun, Hsin-han | 0 | Master of Law, Taipei University | • Partner Lawyer of AY Commercial Law Offices • Lawyer of EY Law | • Senior Consulting Lawyer of AY Commercial Law Offices (Xinyi Office) • Independent Director, Min Aik Precision Industry Co., Ltd. |
| Title | Name | Shareholdi ng | Educational Background | Main Experience | Current Positions |
|---|---|---|---|---|---|
| • Lawyer of Taiwan International Patent & Law Office | |||||
| • Lawyer of RootLaw Firm | |||||
| • Lecturer, School of Law and Business, Soochow University | |||||
| • Staff of the Legal Affairs Office of the Trade Investigation Committee of the Ministry of Economic Affairs | Industrial Co., Ltd. | ||||
| • Representative Of Director, Enlight Corporation | |||||
| • Independent Director of SUNKO INK Co., Ltd. | |||||
| Independent Director | Sun, Chu-Wei | 0 | Bachelor of Accountancy, Tamkang University | • Deputy Leader of Audit Department of Deloitte | |
| • Supervisor of Tien Liang BioTech Co., Ltd. | |||||
| • Independent Director, Taishan Enterprise Co., Ltd. | |||||
| • Independent Director, SanDi Properties Co., Ltd. | • Head of Baiqi Certified Public Accountants | ||||
| • Member of the Public Relations Committee of the Taipei Association of Accountants | |||||
| • Independent Director, Min Aik Precision Industrial Co., Ltd. | |||||
| • Independent Director, Apex Material Technology Corp. | |||||
| • Supervisor, Jing Yuan Trading Co., Ltd. | |||||
| • Supervisor, Shin Her Technology Co., Ltd. | |||||
| • Representative Of Director, Tien Liang BioTech Co., Ltd. | |||||
| Independent Director | Su, Yi-Hui | 0 | Executive MBA in Information and Finance Management, National Taipei University of Technology | • President, Dist. 300A1 Lions Clubs of International | • Marketing Director, Pati International Enterprise Cosmetic Co., Ltd. |
| • Trade Consultant, Mainchain International Inc. | |||||
| • Vice President of Sales, Art Global Interior Design & Engineering Co., Ltd. | |||||
| • District Coordinator, Dist. 300A1 Lions Clubs of International | |||||
| • Public Relations Director, EMBA Alumni Association of the College of Management, College of Management, Taipei Tech |
| Title | Name | Shareholdi ng | Educational Background | Main Experience | Current Positions |
|---|---|---|---|---|---|
| Independent Director | Wang, Yen- Chih | 0 | Master of Science in Finance, National Taiwan University | ·Vice President, Investment Department, Farglory Life Insurance Co., Ltd. | ·Assistant Vice President, Investment Department, Taishin Venture Capital Co., Ltd. ·Principal, Hung Ying Co., Ltd. ·Independent Director, LuxNet Corporation ·Supervisor, Pronology Services Inc. |
| Independent Director | Lin, Zong- Lin | 0 | Master of Science in Industrial Engineering (Industrial Management Group), University of Pittsburgh | ·Lecturer, Department of Business Administration, Shih Hsin University | ·Founder & Chairman, Sweever Enterprise Co., Ltd. |
| Independent Director | Meng, Ching- Yu | 0 | EMBA, National Taiwan University | ·Vice President, Portwell, Inc. ·Vice President, Min Aik Precision Industrial Co., Ltd. | ·Vice President, Retech Environmental Solutions Co., Ltd. |
[Attachment 6]
Release of the Non-Competition Restrictions of Directors
| Position | Name | Concurrent Position Held |
|---|---|---|
| Director | Min Aik Precision Industrial Co., Ltd. | Invest in the following companies: |
| (1) Mingyu Technology (Suzhou) Co., Ltd. | ||
| (2) Geminnovative Technology Co., Ltd. | ||
| (3) Green Far Co., Ltd. | ||
| (4) Min Aik Trading (Suzhou) Co., Ltd. | ||
| (5) Synergy Technology Industrial Co., Ltd. | ||
| (6) Good Master Holding Co., Ltd. | ||
| (7) Min Aik Technology USA Inc. | ||
| (8) Min Aik International Development Pte. Ltd. | ||
| (9) Min Aik Technology (M) Sdn. Bhd. | ||
| (10) MATC Technology Malaysia Sdn. Bhd. | ||
| (11) Min Aik Technology (Thailand) Co., Ltd. | ||
| (12) MU-Technology Pte. Ltd. | ||
| Director Representative | Chia, Kin-Heng | (1) Chairman & CEO, Min Aik Technology Co., Ltd. |
| (2) Representative Of Director and Chairman, Geminnovative Technology Co., Ltd. | ||
| (3) Representative Of Director and Chairman, Green Far Co., Ltd. | ||
| (4) Director, Mingyu Technology (Suzhou) Co., Ltd. | ||
| (5) Director, Archers (Shanghai) Systems Limited. | ||
| (6) Director, Archers (Suzhou) Systems Limited. | ||
| (7) Director, Min Aik Trading (Suzhou) Co., Ltd. | ||
| (8) Director, Min Aik Technology USA Inc. | ||
| (9) Director, Min Aik International Development Pte. Ltd. | ||
| (10) Director, Min Aik Technology (M) Sdn. Bhd. | ||
| (11) Director, MATC Technology Malaysia Sdn. Bhd. | ||
| (12) Director, Map Technology Holdings Pte. Ltd. | ||
| (13) Director, MAP Plastics Pte. Ltd. (Singapore) | ||
| (14) Director, M&J Technologies Co., Ltd. | ||
| Director Representative | Yang, Hung-Jen | (1) Chief Operating Officer, Min Aik Technology Co., Ltd. |
| (2) Director, Min Aik Technology (M) Sdn. Bhd. | ||
| (3) Director, Min Aik Technology (Thailand) Co., Ltd. | ||
| (4) Director, MU-Technology Pte. Ltd. | ||
| (5) Representative Of Director, Green Far Co., Ltd. | ||
| (6) Supervisor, Mingyu Technology (Suzhou) Co., Ltd. | ||
| Director Representative | Sun, Te-Wen | (1) Director, Financial Management Division, Min Aik Technology Co., Ltd. |
| (2) Representative Of Director, Green Far Company Ltd. | ||
| (3) Representative Of Director, Geminnovative Technology Co., Ltd. | ||
| Director | Yin, Chong- En | (1) Partner, EVEREST CPA & Co. |
| (2) Representative Of Director, Ruentex Materials Co., Ltd. | ||
| (3) Independent Director, EirGenix, Inc. | ||
| (4) Supervisor, Taiwan Floral Biotechnology Co., Ltd. | ||
| (5) Vice Chairperson, ESG Sustainability Development Committee, National Federation of Certified Public |
| Position | Name | Concurrent Position Held |
|---|---|---|
| Accountants Associations of the R.O.C. | ||
| (6) Member, Materials Committee, SEMI (Semiconductor Equipment and Materials International) | ||
| Director | Kuo, Yao-Wen | Independent Director, MEGA International Development Co., Ltd. |
| Director | Chien, Yi-Sen | (1) Chairman, CFP Technology Corporation |
| (2) Chairman, Taiwan Agriculture and Green Energy Corporation | ||
| (3) Chairman, Lianxinchen Energy Co., Ltd. | ||
| (4) Chairman, Changyang Energy Co., Ltd. | ||
| Independent Director | Chung, Kai-Hsun | (1) Senior Consulting Lawyer of AY Commercial Law Offices (Xinyi Office) |
| (2) Representative Of Director, Enlight Corporation | ||
| (3) Independent Director of SUNKO INK Co., Ltd. | ||
| Independent Director | Sun, Chu-Wei | (1) Head of Baiqi Certified Public Accountants |
| (2) Member of the Public Relations Committee of the Taipei Association of Accountants | ||
| (3) Independent Director, Apex Material Technology Corp. | ||
| (4) Supervisor, Jing Yuan Trading Co., Ltd. | ||
| (5) Supervisor, Shin Her Technology Co., Ltd. | ||
| (6) Representative Of Director, Tien Liang BioTech Co., Ltd. | ||
| Independent Director | Su, Yi- Hui | (1) Marketing Director, Pati International Enterprise Cosmetic Co., Ltd. |
| (2) Trade Consultant, Mainchain International Inc. | ||
| (3) Vice President of Sales, Art Global Interior Design & Engineering Co., Ltd. | ||
| (4) District Coordinator, Dist. 300A1 Lions Clubs of International | ||
| (5) Public Relations Director, EMBA Alumni Association of the College of Management, College of Management, Taipei Tech | ||
| Independent Director | Wang, Yen- Chih | (1) Assistant Vice President, Investment Department, Taishin Venture Capital Co., Ltd. |
| (2) Principal, Hung Ying Co., Ltd. | ||
| (3) Independent Director, LuxNet Corporation | ||
| (4) Supervisor, Pronology Services Inc. | ||
| Independent Director | Lin, Zong- Lin | Chairman, Sweever Enterprise Co., Ltd. |
| Independent Director | Meng, Ching- Yu | Vice President, Retech Environmental Solutions Co., Ltd. |
【Appendix 1】
Articles of Incorporation
Chapter 1: General Provisions
Article 1
The Company is incorporated pursuant to the regulations of the Company Act and is named "銘鈺精密工業股份有限公司" in Chinese and Min Aik Precision Industrial Co., Ltd. in English.
Article 2
The Company’s business items are as follows:
1. C805050 Industrial Plastic Products Manufacturing
2. C805010 Plastic Sheets, Pipes and Tubes Manufacturing
3. C805030 Plastic Made Grocery Manufacturing
4. CA02010 Metal Architectural Components Manufacturing
5. CA02020 Aluminum and Copper Manufacturing
6. CA04010 Metal Surface Treating
7. CA01050 Iron and Steel Rolling, Drawing, and Extruding
8. CB01010 Machinery and Equipment Manufacturing
9. CB01990 Other Machinery Manufacturing Not Elsewhere Classified
10. CC01080 Electronic Parts and Components Manufacturing
11. CN01010 Furniture and Fixtures Manufacturing
12. F401030 Manufacturing Export
13. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1
The total amount of investment by the Company in other limited liability companies is not limited to the restrictions under Article 13 of the Company Act.
Article 2-2
The Company may provide any entity with a guarantee.
Article 3
The Company has its headquarters in Taoyuan City and may establish domestic and overseas branches as required through board resolutions.
Article 4
The Company’s public announcements shall be handled in accordance with the Company Act.
Chapter 2: Shares
Article 5
The Company’s total capital is NT$1 Billion, divided into 100,000,000 shares, at NT$10 per share, which may be issued through several issuances.
Article 6
Deleted.
Article 7
All of the Company’s shares are registered shares and shall be affixed with the signatures and seals of three or more directors and issued after legal certification. There is no obligation to print share certificates for the shares of the Company. However, registration shall be made with a securities custodian organization. The same shall be applicable to other securities.
Article 8
Share transfer shall be suspended during the period of 60 days before any general shareholders meeting, 30 days before any special shareholders meeting or 5 days before the record date for the distribution of dividend, bonus or other benefit by the Company.
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Chapter 3: Shareholders' Meeting
Article 9 Shareholders meetings are divided into regular meetings and special meetings. Regular meetings are held once a year by the board of directors within 6 months from the end of each accounting year. Special meetings are held in accordance with the law as required.
Article 10 Any shareholder who cannot attend a shareholder meeting for any reason may issue a proxy printed by the Company, specifying the scope of authorization and affixed with its signature and seal, to designate a representative to attend the meeting on its behalf.
After the Company issues shares to the public, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies shall apply.
Article 11 Each shareholder of the Company is entitled to one voting right, except restricted shares or shares without voting rights in accordance with the second paragraph, Article 179 of the Company Act.
Article 11-1 After the shares of the Company is listed in a stock exchange (over-the-counter market), the shareholders shall be allowed to exercise their voting rights in an electronic manner.
Article 12 Unless otherwise provided in the Company Act, shareholder resolutions shall be approved by shareholders representing the majority of voting rights attending a meeting that is attended by shareholders representing the majority of all outstanding shares.
Shareholder resolutions shall be recorded in minutes, with the signature or seal of the chairman of the meeting affixed thereon and Article 183 of the Company Act shall apply.
Article 12-1 If the Company wishes to issue its shares publicly, it shall make a proposal for shareholders resolution. This clause shall not be amended during the listing period in the over-the-counter market and the stock exchange.
Chapter 4: Directors and Audit Committee
Article 13 The Company has 7 to 9 directors, to be elected from a list of candidates by the shareholders meeting under the system of candidate nomination system. Directors serve terms of 3 years and may be re-elected upon expiry of the term. The percentage of shares held by all directors shall be determined in accordance with the Company Act and the regulations of the securities competent authority.
Article 13-1 Among the number of directors under the previous Article, there shall be no less than 3 independent directors. The number of independent directors shall be no less than 1/3 of the total number of directors.
The professional qualifications, shareholding, restriction on serving other jobs, nomination and election manners and other compliance matters related to
independent directors shall be in accordance with applicable regulations of the securities competent authority.
Article 13-2 The Company has an audit committee in accordance with Article 14-4 of the Securities Transaction Act, which is composed of all independent directors, to perform the duties of the supervisors in accordance with the Company Act, the Securities Transaction Act and other legislations.
Article 14 The board of directors is organized by directors. A chairman shall be elected by the directors from among themselves to act as the Company's representative through the approval of the majority of directors attending a meeting that is attended by 2/3 of all directors.
Article 14-1 To convene a board meeting, a notice shall be given to each director 7 days in advance, with the agenda specified. However, in case of emergencies, board meetings may be held at any time.
The notice under the previous paragraph may be given in writing, by fax or by email.
Article 15 When the chairman is on leave or cannot exercise his duties due to any reason, the representation shall be in accordance with Article 208 of the Company Act.
Article 15-1 Any director who cannot attend a board meeting for any reason may issue a proxy, specifying the scope of authorization, to designate another director to attend the meeting on his/her behalf. Each person shall act as the representative of no more than one other person.
Board meetings may be held through video conferences. Any director participating in a meeting through video conference shall be deemed to have attended the meeting in person.
Article 16 The board of directors is authorized to determine the remuneration for the directors of the Company in accordance with level of directors' contribution to the operation of the Company and the common standard in the same industry.
Article 16-1 The Company may purchase liability insurance for the directors in order to protect the directors from potential legal liabilities that may occur in the course of performance of the directors' duties.
Chapter 5: Manager
Article 17 The Company shall have managers whose appointment, dismissal, and remuneration shall be handled according to Article 29 of the Company Act.
Chapter 6: Accounting
Article 18 The board of directors shall prepare the following statements upon the completion of each accounting year:
- Business reports;
- Financial statements; and
- Surplus distribution or loss off-setting proposals.
34
And submit them to the generation shareholders meeting for approval in accordance with the law.
Article 19 If the Company has profit in the year, 3% to 9% shall be provided as employees’ compensation and no more than 3% as directors’ compensation. However, if the Company has accumulated losses, the amount of compensation shall first be provided.
At least 20% of the total amount of employees' compensation shall be allocated to non-executive employees. The employees entitled to shares or cash as remuneration under the previous paragraph shall include employees of the subsidiaries who meet certain conditions.
Article 20 If the Company has a surplus after the annual accounts shall, other than paying the income tax payable by law, first be used to compensate losses from the past years. Then 10% of the balance amount shall be provided as legal reserve (unless the amount of legal reserve has reached the total amount of capital). Special reserve shall also be provided in accordance with the law as required. The rest shall be used to distribute dividend. If there is any profit remaining, it shall be combined with the undistributed profit in the beginning of the period, subject to a dividend distribution proposal to be prepared by the board of directors and submitted to the shareholders meeting for resolution for distribution.
To pursue long-term shareholder interest and achieve the target of stable operating performance, the Company adopts the policy of balanced dividend, provided that cash dividend shall not be less than 30% of total dividend.
Article 20-1 Deleted.
Chapter 7: Supplementary Provisions
Article 21 Matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.
Article 22 These Articles of Incorporation were set up on January 9, 2001.
The 1st amendment was made on June 30, 2002.
The 2nd amendment was made on May 9, 2003.
The 3rd amendment was made on July 2, 2003.
The 4th amendment was made on March 19, 2004.
The 5th amendment was made on March 19, 2004.
The 6th amendment was made on June 30, 2005.
The 7th amendment was made on March 22, 2006.
The 8th amendment was made on November 29, 2007.
The 9th amendment was made on June 7, 2011.
The 10th amendment was made on February 17, 2012.
The 11th amendment was made on November 16, 2012.
The 11th amendment was made on April 17, 2014.
36
The 11th amendment was made on May 20, 2015.
The 14th amendment was made on May 31, 2016.
The 15th amendment was made on May 15, 2020.
The 16th amendment was made on May 29, 2025.
【Appendix 2】
Rules of Procedure for Shareholders Meetings
3rd version approved by shareholders meeting on May 31, 2016
Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
Article 2 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Notice and public announcement of shareholders meetings shall be in accordance with the Company Act, the Securities Transaction Act and applicable regulations.
Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 The venue for a shareholders meeting shall be the premises of this Corporation, 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 6 This Corporation shall furnish the attending shareholders and their proxies (collectively, "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
37
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 7
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 managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8
The Company shall make full audio or video recordings of shareholder meetings and keep such recordings for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
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 1 hour, may be made. If the
38
quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.
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 provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; 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 and call for a vote.
Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. 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.
When an attending shareholder is speaking, other shareholders may not speak or
39
interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12 Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholders meeting, voting rights shall be exercised in an electronic manner and may also be exercised in the written manner. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
40
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation'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. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the 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.
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 this Corporation.
Votes shall be calculated in public on the site of the shareholders meeting. Voting results shall be reported on the site and recorded.
Article 14 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by
41
means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.
Article 16 On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation or Taipei Exchange regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 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 and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19 These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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【Appendix 3】
Procedures for Election of Directors
4rd version approved by the shareholders meeting on June 21, 2023
Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 of the Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies.
Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3 The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
- The ability to make judgments about operations.
- Accounting and financial analysis ability.
- Business management ability.
- Crisis management ability.
- Knowledge of the industry.
- An international market perspective.
- Leadership ability.
- Decision-making ability.
Article 4 More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
Article 5 The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
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Article 6 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
Article 7 The directors of the Company shall be elected under the single-nomination accumulated method. Each share shall be entitled the number of voting rights that is the same as the number of directors to be elected. The voting rights may be casted to elect one or more persons.
Article 8 The person with the right to convene shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 9 The number of voting rights for independent directors and non-independent directors shall be calculated separately in accordance with the articles of association of the Company and the number of seats determined by board resolution. The elected persons shall be in the order of the number of voting rights received. If two or more persons receive the same number of voting rights and, as a result, the number of elected persons exceeds the number of seats available, a random draw shall be organized among the persons who have received the same number of votes. If any such person is not present, the chairman may participate in the random draw on such person's behalf.
Article 10 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the person with the right to convene and publicly checked by the vote monitoring personnel before voting commences.
Article 11 A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by the person with the right to convene.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate whose name is entered in the ballot does not conform to the director candidate list.
- Other words or marks are entered in addition to the candidate's name.
- Two or more candidates are chosen in the same ballot.
Article 12 The votes shall be opened on site upon completion of voting. The chairman or his designated personnel shall announce the results of the vote opening on site with the list of elected persons. The number of voting rights received by the elected persons shall be published.
Article 13 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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【Appendix 4】
Status of Shares Held by Directors
- Minimum number of shares to be held by all directors, and such number of shares held as recorded in the roster of shareholders
| Title | Number of shares supposed to be held | Number of shares held at present |
|---|---|---|
| All Directors | 6,160,000 | 50,721,000 |
Note: The Company has issued 77,000,000 shares.
- List of Number of Shares Held by Each Director
| Title | Name | Number of shares held at present |
|---|---|---|
| Chairman | Min Aik Technology Co., Ltd. | |
| Representative: Chia, Kin-Heng | 29,904,000 | |
| Director | Min Aik Technology Co., Ltd. | |
| Representative: Yang, Hung-Jen | ||
| Director | Min Aik Technology Co., Ltd. | |
| Representative: Sun, Te-Wen | ||
| Director | Beacon Investments Limited | |
| Representative: Chien, Yi-Sen | 20,817,000 | |
| Independent Director | Chen, John-Sea | 0 |
| Independent Director | Sun, Chu-Wei | 0 |
| Independent Director | Chung, Kai-Hsun | 0 |
Note: Book closure date: April 26, 2026