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MERRY — AGM Information 2026
Apr 23, 2026
52085_rns_2026-04-23_ffb0a3e7-7393-450d-9f95-ecb070cf870f.pdf
AGM Information
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Stock Code: 2439
TIERRY
MERRY ELECTRONICS CO., LTD.
2026 Annual Shareholders' Meeting Meeting Agenda
(Translation)

Note
This English translation is provided for reference only and might not reflect exactly the meaning and full text of the original language
Meeting Date: May 26, 2026
Table of Contents
I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
1. Matters for Report ... 4
2. Matters for Acknowledgment ... 9
3. Matters for Discussion ... 11
4. Temporary Motions ... 16
Annex ... 17
1. 2025 Business Report ... 17
2. Audit Committee Report ... 21
3. Company’s Sustainability Policy and Implementation Plan ... 22
4. Auditor’s Report and Individual Financial Reports, Consolidated Financial Reports ... 24
5. 2025 Profit Distribution Table ... 49
Appendices ... 50
1. Articles of Association (Pre-amendment) ... 50
2. Rules of Procedure for Shareholders’ Meetings (Pre-amendment) ... 56
3. Directors’ Shareholding Status ... 72
4. Dividend Policy ... 73
5. Explanation of Proposals Not Included in Shareholders’ Meeting ... 74
I. Meeting Procedures
Merry Electronics Co., Ltd.
2026 Annual General Meeting Procedures
- Report on Attendance
- Announcement of Meeting Commencemen
- Chairman’s Remarks
- Matters to Report
- Matters for Acknowledgment
- Matters for Discussion
- Temporary Motions
- Adjournment
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II. Meeting Agenda
Merry Electronics Co., Ltd.
2026 Annual General Meeting Agenda
Meeting Mode: Physical Shareholders’ Meeting
Time: 9:00 AM, Tuesday, May 26, 2026
Venue: Company’s headquarters (No. 22, 23rd Road, Industrial Park, Nantun District, Taichung City)
- Chairman’s Remarks
- Matters for Report
(1) 2025 Business Report.
(2) Audit Committee’s Report on the 2025 Financial Statements.
(3) Report on the Allocation of Remuneration for Employees (including Junior Staff) and Directors for 2025.
(4) Report on Cash Dividend Distribution for 2025 Earnings.
(5) Report on the Communication Between the Audit Committee, Internal Audit Supervisor, and Certified Public Accountant.
(6) Report on Assessment of Directors and Managers’ Performance and the Reasonableness and Correlation to Their Salaries and Remunerations.
(7) Report on the Company’s Sustainability Policy and Implementation Plan.
(8) Report on the Revision of the Company’s “Share Buyback and Employee Transfer Measures.” - Matters for Acknowledgment
(1) Acknowledgment of the 2025 Business Report, Individual Financial Reports, and Consolidated Financial Reports.
(2) Acknowledgment of the 2025 Earnings Allocation Plan. - Matters for Discussion
(1) Proposal to Amend the Company’s “Articles of Association.”
(2) Proposal for the Revision of the Company’s “Shareholders’ Meeting
Rules of Procedure."
(3) Proposal for the Exempting of Non-Compete Restrictions on Directors (including Independent Directors).
- Temporary Motions
- Adjournment
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Matters for Report
- 2025 Business Report. Please review.
(Proposed by the Board of Directors)
Explanation: The Business Report can be found in Annex 1, pages 17 to 20 of this handbook.
- Audit Committee’s Report on the 2025 Financial Statements. Please review.
(Proposed by the Board of Directors)
Explanation: The Audit Committee Report is located in Annex 2, page 21 of this handbook.
- Report on the Allocation of Remuneration for Employees (including Junior Staff) and Directors for 2025. Please review.
(Proposed by the Board of Directors)
Explanation:
(1) In accordance with the company’s Articles of Association, if the company has profits for the year, no less than 5% must be allocated as employee remuneration, including at least 1% for junior staff; director remuneration is capped at 2%.
(2) For the year 2025, the Board of Directors approved on February 25, 2026, the allocation of 10% of profits as employee remuneration, totaling NT$157,893,779, with no less than NT$15,789,378 allocated to junior staff. Additionally, 2% was allocated for director remuneration, totaling NT$31,578,755. All remuneration is distributed in cash. These allocations align with the budgeted expenses recognized for the year 2025.
- Report on Cash Dividend Distribution for 2025 Earnings. Please review.
(Proposed by the Board of Directors)
Explanation:
(1) This is carried out in accordance with Article 22 of the company’s
Articles of Association and reported to the shareholders' meeting.
(2) The Board of Directors resolved to distribute NT$1,015,358,456 in cash dividends to shareholders, which is NT$4.00 per share.
- Report on the Communication Between the Audit Committee, Internal Audit Supervisor, and Certified Public Accountant. Please review.
(Proposed by the Board of Directors)
Explanation:
(1) Conducted in accordance with Article 3, Paragraph 2 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, with a report presented to the shareholders' meeting.
(2) Communication between the Audit Committee and the Chief Internal Auditor:
| Date | Summary of Communication | Outcomes of Communication | Attendees |
|---|---|---|---|
| Feb.26, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | No objections were raised during this meeting. | Independent Director: Sher, Jih-Hsin Wu, Hui-Huang I, Chang-Yun Chief Internal Auditor: Cheng, Shu-Fei |
| Apr.24, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | ||
| May 26, 2025 | Audit Business Report | No objections were raised during this meeting. | Independent Director: Sher, Jih-Hsin Chen, Ting-Ju Lee, Fang-Ting Chief Internal Auditor: Cheng, Shu-Fei |
| Jul.24, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | ||
| Oct.30, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems | ||
| Dec.24, 2025 | Audit Business Report and Review of Deficiencies in Internal Systems |
(3) Communication between the Audit Committee and the Certified Public Accountant:
| Date | Summary of Communication | Outcomes of Communication | Attendees |
|---|---|---|---|
| Feb.26, 2025 | 1. Explanation of the 2024 Individual and Consolidated Financial Reports. | ||
| 2. Communication between the Accountant and the Governing Entity, and Basis for Financial Report Audit. | |||
| 3. Description of Key Audit Focus Areas. | 1. Acknowledged the explanation of key audit focus areas. | ||
| 2. No objections were raised during this meeting. | Independent Director: | ||
| Sher, Jih-Hsin | |||
| Wu, Hui-Huang | |||
| I, Chang-Yun |
Certified Public Accountant:
Liu, Mei-Lan |
| Apr.24, 2025 | Explanation of the First Quarter 2025 Consolidated Financial Report. | No objections were raised during this meeting. | |
| Jul.24, 2025 | Explanation of the Second Quarter 2025 Consolidated Financial Report. | No objections were raised during this meeting. | Independent Director:
Sher, Jih-Hsin
Chen, Ting-Ju
Lee, Fang-Ting
Certified Public Accountant:
Liu, Mei-Lan |
| Oct.30, 2025 | Explanation of the Third Quarter 2025 Consolidated Financial Report. | No objections were raised during this meeting. | |
- Report on the Assessment of Directors and Managers’ Performance and the Reasonableness and Correlation of Their Salaries and Remunerations. Please review.
(Proposed by the Board of Directors)
Explanation:
(1) According to the company’s “Compensation Committee Organizational Rules” and “Directors and Managers’ Compensation Management Measures,” the individual performance of directors is assessed, and these results are used as the basis for calculating their remuneration.
(2) According to the company’s “Employee Performance Appraisal Management Measures,” the individual performance of managers is assessed, and these results are used as the basis for calculating their
remuneration.
(3) The Compensation Committee has reviewed the individual performance assessment results and the reasonableness and correlation of their remuneration, finding them reasonable. The Board of Directors resolved the proposal without objections.
- Report on the Company’s Sustainability Policy and Implementation Plan. Please review.
(Proposed by the Board of Directors)
(1) In 2025, Merry Electronics continued its vision of “Creating a Better Sensory Experience for a Healthy and Sustainable Future,” valuing stakeholders’ voices and committing to ESG sustainable development. The company established sustainability principles and set short, medium, and long-term goals to strengthen corporate sustainability, improve ESG information disclosure, and create mutual prosperity for shareholders, customers, employees, suppliers, society, and the environment.
(2) Details are provided in the areas of governance, environment, and society. Please refer to Annex 3, page 22 to 23 of this handbook.
- Report on the Revision of the Company’s “Share Buyback and Employee Transfer Measures.” Please review.
(Proposed by the Board of Directors)
Explanation:
(1) In accordance with Article 10 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, to bolster the evaluation procedures for employee incentive tools and ensure robust corporate governance, it is stipulated that the transfer approval process must initially seek consent from the Compensation Committee or Audit Committee, followed by approval from the Board of Directors.
(2) For a comparative table of the amendments before and after the revision, please refer to the following table.
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| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| 3. Responsibilities | ||
| 3.1. Finance Department: | ||
| Serves as the principal _ | ||
| unit for drafting, | ||
| amending, and repealing | ||
| these regulations. | 3. Responsibilities | |
| 3.1. Finance Department: | ||
| Serves as the principal _ | ||
| department for drafting, | ||
| amending, and repealing | ||
| these regulations. | Unified as | |
| units. | ||
| 5.4 Approval Procedure for Transfer | ||
| 5.4.1 The company shall establish the allocation of share transfer rights to employees by evaluating factors such as their rank, tenure, and special contributions to the company. The determination must also consider the total number of repurchased shares held by the company as of the stock subscription date and the maximum share subscription limit for a single employee. The share rights proposal is first to be presented for concurrence to the Compensation Committee or Audit Committee, and subsequently submitted to the Board of Directors for final approval. | 5.4 Approval Procedure for Transfer | |
| 5.4.1 The company shall establish the allocation of share transfer rights to employees by evaluating factors such as their rank, tenure, and special contributions to the company. The determination must also consider the total number of repurchased shares held by the company as of the stock subscription date and the maximum share subscription limit for a single employee. This allocation proposal is to be submitted directly to the Board of Directors for approval. | To enhance the review process of employee compensation tools and ensure the implementation of corporate governance, the specified transfer approval procedure requires initial submission to the Compensation Committee or Audit Committee for consent, followed by submission to the Board of Directors for final approval. |
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Matters for Acknowledgment
- Proposal: Acknowledgment of the 2025 Business Report, Individual Financial Reports, and Consolidated Financial Reports. Please approve.
(Proposed by the Board of Directors)
Explanation:
(1) In accordance with Articles 36 and 14-4, paragraph 3 of the Securities and Exchange Act and Articles 219 and 230 of the Company Act, the Board of Directors has prepared the 2025 Business Report, Profit Allocation Table, Individual Financial Reports, and Consolidated Financial Reports. These documents have been submitted to and reviewed by the Audit Committee, which has issued an audit report.
(2) The Business Report can be found in Annex 1, pages 17 to 20, and the Individual and Consolidated Financial Reports are provided in Annex 4, pages 24 to 48 of this handbook.
Resolution:
- Proposal: Acknowledgment of the 2025 Earnings Distribution Plan. Please approve.
(Proposed by the Board of Directors)
Explanation:
(1) The 2025 Earnings Distribution Plan has been approved by the Board of Directors and reviewed by the Audit Committee, which has issued an audit report.
(2) The current profit distribution plan prioritizes the distribution of the 2025 fiscal year’s surplus, allocating a cash dividend of NT$1,015,358,456 to shareholders, translating to a cash dividend of NT$4 per share.
(3) Cash dividends will be distributed based on the shareholdings recorded in the shareholder registry on the ex-dividend date, with amounts rounded down to the nearest whole number (fractions will be discarded). The total amount of discarded fractions will be included in the company’s other income. The ex-dividend date and related
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distribution matters will be handled at the discretion of the Board of Directors.
(4) In case the total issued shares are affected by events such as share repurchases, issuance of restricted employee stock, conversion of the fourth and fifth series of domestic unsecured convertible corporate bonds into common shares, or other factors, the Chairman is authorized to handle all related matters.
(5) The 2025 Earnings Distribution Plan can be found in Annex 5, page 49 of this handbook.
Resolution:
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Matters for Discussion
- Proposal for the Amendment of the Company’s Articles of Association for discussion.
(Proposed by the Board of Directors)
Explanation:
(1) To align with the operational needs of the company, the position of Vice Chairman shall not be established, and relevant provisions are hereby amended.
(2) For a comparative table of the amendments before and after the revision, please refer to the following table.
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| Article 9 | ||
| Each share held by a shareholder entitles them to one vote. Shares held by the company in accordance with the Company Act do not have voting rights. Shareholders unable to attend meetings may proxy in accordance with Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings.” Meetings are presided over by the Chairman of the Board, or in their absence, or a designated director. If no designation, a director may be elected among the present directors to act as the chair. Other conveners outside the board, when summoning the meeting, will act as the chair. If there are multiple conveners, one person will be chosen amongst them. | Article 9 | |
| Each share held by a shareholder entitles them to one vote. Shares held by the company in accordance with the Company Act do not have voting rights. Shareholders unable to attend meetings may proxy in accordance with Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings.” Meetings are presided over by the Chairman of the Board, or in their absence, the Vice Chairman, or a designated director. If no designation, a director may be elected among the present directors to act as the chair. Other conveners outside the board, when summoning the meeting, will act as the chair. If there are multiple conveners, one person will be chosen amongst them. | To accommodate the operational requirements of the company, the position of Vice Chairman will not be established. |
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| Article 14 | ||
| Directors shall elect among themselves a Chairman of the Board of Directors. The Chairman represents the company externally, presides over shareholders’ and board meetings, and executes company affairs in accordance with laws, articles, and resolutions from shareholders’ and board meetings. In the event of the Chairman’s absence, a designated director will act, or another director may be elected among the present directors. | Article 14 | |
| Directors shall elect among themselves a Chairman and a Vice Chairman of the Board of Directors. The Chairman represents the company externally, presides over shareholders’ and board meetings, and executes company affairs in accordance with laws, articles, and resolutions from shareholders’ and board meetings. In the event of the Chairman’s absence, the Vice Chairman will act. If the Vice Chairman is also absent, a designated director will act, or another director may be elected among the present directors. | To accommodate the operational requirements of the company, the position of Vice Chairman will not be established. | |
| Article 25 | ||
| These Articles of Association were established on December 13, 1975. The first amendment was made on October 25, 1977...The forty-third amendment was made on May 26, 2025, and the forty-fourth amendment on May 26, 2026. | Article 25 | |
| These Articles of Association were established on December 13, 1975. The first amendment was made on October 25, 1977...The forty-third amendment was made on May 26, 2025. | Include the date of the Articles of Association amendment. |
Resolution:
- Proposal to Amend the Company’s “Shareholders’ Meeting Rules of Procedure.” for discussion.
(Proposed by the Board of Directors)
Explanation:
(1) In accordance with the directive No. 11403857975 issued by the Financial Supervisory Commission on December 19, 2025, and operational requirements, we have amended the Rules of Procedure.
(2) For a comparative table of the amendments before and after the
revision, please refer to the following table.
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| 3. Responsibilities & Authorities | ||
| 3.1. Office of the Chairman: The sponsoring unit that formulates modifies or abolishes this specification. | 3. Responsibilities & Authorities | |
| 3.1. Financial Division: The sponsoring unit that formulates modifies or abolishes this specification. | In alignment with the company's organizational restructuring, the units of authority and responsibility have been revised. | |
| 5.1.2. The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. In addition, before 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials | 5.1.2. The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 21 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. However, if the Company's paid-up capital at the end of the most recent fiscal year reaches NT$10 billion or more, or the total Investors of foreign and Mainland Chinese shareholding ratios recorded in | Pursuant to the directive No. 11403857975 issued by the Financial Supervisory Commission on December 19, 2025, the scope for disclosure of the agenda handbook and related information thirty days prior to the annual shareholders' meeting has been expanded to include all listed and OTC companies. |
| the financial division of the Company, and the financial division of the Company's staff, and the financial division of the Company's employees, employees, and agents to the effect that the financial division of the Company's employees shall not be changed to the financial division of the Company's employees. The Company shall not be responsible for any changes in the financial division of the Company's employees, employees, and agents to the effect that the financial division of the Company's employees shall be changed to the financial division of the Company's employees. The Company shall not be responsible for any changes in the financial division of the Company's employees, employees, and agents to the effect that the financial division of the Company's employees shall be changed to the financial division of the Company's employees. The Company shall not be responsible for any changes in the financial division of the Company's employees, employees, and agents to the effect that the financial division of the Company's employees shall be changed to the financial division of the Company's employees. The Company shall not be responsible for any changes in the financial division of the Company's employees, employees, and agents to the effect that the financial division of the Company's employees shall be changed to the financial division of the Company's employees. |
| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated. | its shareholders' book at the ordinary meeting of shareholders in the most recent fiscal year reaches more than 30%, the transmission of electronic files shall be completed before the General meeting of shareholders is completed 30 days ago. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated. | |
| 5.5.1. 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 chairperson shall appoint one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. | 5.5.1. 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 | To accommodate the company’s operational needs, the order of proxies for the chairman of the shareholders’ meeting has been adjusted. |
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| Articles after amendment | Current Articles | Explanation |
|---|---|---|
| chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. |
Resolution:
- Proposal for the Exempting of Non-Compete Restrictions on Directors (including Independent Directors), Discussion Requested.
(Proposed by the Board of Directors)
Explanation:
(1) In accordance with Article 209 of the Company Act, directors who engage in activities for themselves or others that fall within the company’s business scope must disclose the significant details of such actions to the shareholders’ meeting and obtain their approval.
(2) As the directors (including independent directors) of the company may partake in business ventures similar to that of the company, it is proposed, in alignment with practical business needs and without impairing the interests of the company, to seek shareholder approval to exempt the restrictions on competitive activities for directors.
(3) Declaration of major positions held by directors (including independent directors) in other companies:
| Title | Name | Current Position in other companies |
|---|---|---|
| Independent director | LEE, FANG-TING | ■ Director of Strategic Investments, Delta Electronics, Inc. |
Resolution:
Temporary Motions
Adjournment
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Annex 1
Merry Electronics Co., Ltd.
Business Report for the Year 2025
I. Business Strategy
The operational strategy for the year 2025 is encapsulated in the theme “Corporate Reengineering, Innovative Transformation, and Sustainable Future.”
II. Implementation Overview
In 2025, geopolitical tensions and tariff policies significantly impacted global markets, accelerating supply chain realignment and driving a trend toward fragmentation in global trade. In the face of these challenges, Merry demonstrated strong resilience by steadfastly executing its operational principles of “Corporate Reengineering, Innovative Transformation, and a Sustainable Future,” while responding with agility to geopolitical dynamics and market volatility. Through the concerted efforts of all employees, we once again achieved record-high revenues and delivered outstanding results.
While maintaining steady financial performance, we also remained committed to sustainability (ESG) and corporate governance. In 2025, we were honored with multiple recognitions, including:
- Global Sustainability Leadership: Top 10% in DJSI CSA Rating; EcoVadis Silver Rating for global supply chain assessment; CDP Climate Change Questionnaire “A” rating.
- Taiwan Excellence: Taiwan Sustainability Rating “AA”; Top 16 among large enterprises in the Commonwealth Sustainable Citizen Awards; Taiwan Corporate Sustainability Awards; Foreign Institutional Investors’ Top 100 Taiwan Enterprises; Top 20% in Corporate Governance Evaluation.
- Workplace Excellence: Commonwealth Talent Sustainability Award (Large Enterprise/Manufacturing Sector); Parenting Magazine Family-Friendly Workplace Award (Large Manufacturing Category); TCSA Talent Development Leadership Award; Taichung City Government “Happy Workplace” Award; Health Promotion Administration Benchmark Healthy Workplace Gold Award, among other distinctions.
These remarkable achievements not only affirm our commitment to corporate values and social responsibility, but also serve as a powerful driving force for Merry to pursue excellence and realize a sustainable future. We sincerely thank our shareholders, customers, suppliers, and all employees for their continued trust and support.
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Looking ahead to 2026, amid persistent geopolitical conflicts and rising trade protectionism leading to an uncertain economic outlook, Merry will launch its “Ace Team Strategy” as the central theme of operations. We will actively implement our guiding principles of “Customer Success, Teamwork, and AI Empowered,” transforming challenges into momentum and striving to become an indispensable strategic partner to our customers, enabling their success and excellence.
Customer Success: With “Customer Success” as our sole core strategic objective, we will leverage eight strategic pillars to deliver exceptional value and become our customers’ most trusted partner. In terms of agility, we will streamline processes and respond flexibly to changes to keep pace with rapid market iterations. For resilience, we will accelerate capacity expansion in Vietnam and Thailand while establishing a presence in North America to strengthen our global supply chain. In technology, we will focus on OTC and AI Hearing Glasses to provide comprehensive solutions. In innovation, we will introduce AI agents to systematically support customers in developing next-generation products. In transparency, we will establish AI-enabled visualization dashboards and a single point of contact to ensure real-time communication. In quality, we will leverage AI-driven predictive management and rigorously manage Tier-2 suppliers to optimize quality, delivery, and cost. In cost, we will implement cost leadership and localized procurement to achieve competitive advantages. Finally, in sustainability, we will continue to increase the use of sustainable materials to 45% and advance green design, thereby building a low-carbon supply chain.
Teamwork: Collaborative teamwork is the key to success in an era of transformation. Through a project-based organizational model aligned with the eight strategic pillars, we will build high-performing, seamlessly integrated teams. First, all team members will align with shared goals, ensuring that the Company’s overall interests take precedence over departmental objectives. Second, we will establish comprehensive information transparency mechanisms to eliminate communication barriers and support effective decision-making. Third, we advocate for constructive, issue-focused communication, fostering openness and mutual trust as core values. Finally, we will cultivate a high-trust environment with strong psychological safety, encouraging accountability and innovation through experimentation. Through these four key practices, we will forge an unstoppable “Ace Team.”
AI Empowered: AI will serve as the core engine of our pursuit of excellence. Operationally, we will integrate AI across all processes—from order management, R&D, procurement, and manufacturing to project management—to enhance efficiency and free up human resources for higher-value creation. On the product side, we will embed AI functionalities or integrate with AI-enabled devices to deliver enhanced intelligent value. Through comprehensive AI-driven
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transformation, we will ensure that Merry continues to grow and excel amid the rising wave of AI innovation.
As we move into 2026, Merry will advance with AI as our wings and the Ace Team as our helm, steadfastly pursuing the goal of customer success. Through continuous breakthroughs and exceptional collaboration, we aim not only to become the most powerful and trusted strategic partner in the market, but also to stand shoulder to shoulder with our customers to achieve shared success and future victories.
We extend our heartfelt gratitude to every shareholder, customer, and supplier partner. It is through your trust and support that Merry continues to grow and thrive. As we celebrate this proud milestone of our 50th anniversary, we look forward to continuing this journey together, creating greater value and a more sustainable future.
III. Results of Business Plan Implementation
The consolidated operating revenue of the company and its subsidiaries amounted to NT$46,491,035,000, reflecting an increase of NT$2,635,681,000 or 6.01% compared to NT$43,855,354,000 in 2024. The consolidated pre-tax net profit stood at NT$2,129,879,000, representing a decrease of NT$1,020,733,000 or 32.40% from NT$3,150,612,000 in 2024, primarily due to exchange losses.
IV. Analysis of Financial Status and Profitability
- Financial Status
Unit: NT$ in thousands of dollars
| Category | 2025 Consolidated Figures | 2024 Consolidated Figures |
|---|---|---|
| Other Income | 456,069 | 474,340 |
| Other Gains and Losses | (239,037) | 294,901 |
| Finance Costs | (132,707) | (97,595) |
| Share of Profits/Losses of Associates and Joint Ventures Accounted for Using Equity Method | 586,938 | 616,994 |
| Total | 671,263 | 1,288,640 |
- Profitability Analysis
Unit: NT$ in thousands of dollars
| Subject | 2025 Consolidated Figures | 2024 Consolidated Figures | |
|---|---|---|---|
| Financial Structure (%) | Debt to Asset Ratio | 57.39% | 50.94% |
| Solvency (%) | Current Ratio | 155.17% | 190.81% |
| Quick Ratio | 122.16% | 156.24% |
| Profitability (%) | Return on Assets | 4.57% | 7.01% |
|---|---|---|---|
| Return on Equity | 9.48% | 14.94% | |
| Operating Profit to Paid-up Capital Ratio | 57.46% | 73.45% | |
| Earnings per Share After Tax (NTD) | 5.36 | 9.26 |
V. Research and Development Status
- In 2025, the company developed and extended a total of 126 new products and models.
- In 2025, the company was granted 56 new patents and has 108 patents under review.
- In the year 2025, consolidated research and development expenses amounted to NT$2,353,120,000, marking an increase of NT$210,160,000 from NT$2,142,960,000 in 2024, and accounted for 5.06% of the consolidated sales revenue.
VI. Budget Implementation for Revenue and Expenditure: Financial forecasts have not been issued, hence this section is not applicable.
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Annex 2
Merry Electronics Co., Ltd.
Audit Committee Report
The Board of Directors has submitted the Business Report for 2025, the Earnings Distribution Table, and the Individual and Consolidated Financial Statements audited and certified by CPAs Liu Mei-Lan and Hsu Chien-Yeh of PricewaterhouseCoopers. After thorough examination, the Audit Committee has found no discrepancies. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby present this report for your review.
To:
The 2026 General Meeting of Shareholders of Merry Electronic Co., Ltd.
Merry Electronics Co., Ltd.
Chairman of the Audit Committee: Sher, Jih-Hsin
February 25, 2026
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Annex 3
Company’s Sustainability Policy and Implementation Plan
The following outlines the three major aspects: Governance, Environment, and Society.
Governance
In accordance with the company’s operational and managerial practices, a Sustainable Development and Nomination Committee, as well as a Sustainable Development Promotion Team, have been established under the Board of Directors. Their duties include discussing significant operational matters encompassing economic, environmental, social, and risk management issues. These committees report to the Board of Directors and, in 2025, will present high-level executive sustainability performance indicators.
Environment
- Climate Initiatives Promotion Plan
Understanding the potential impacts of climate change on operations and long-term development, Merry has pioneered the implementation of TCFD-related management mechanisms since 2020. Since 2022, the climate change financial disclosure initiative (TCFD) has been incorporated into the Risk Management Committee’s report to the Board of Directors. Annually, Merry deepens its management operations, enhancing awareness of climate issues, risks, and opportunities. Quantitative indicators are continuously integrated to operationalize climate governance, formulate policies and targets, and actively track goal achievements to adopt even more proactive action plans.
- Merry’s Environmental Sustainability Goals — Following the Science Based Targets Initiative (SBTi)
In 2024, Merry passed the Science Based Targets (SBTi) for carbon reduction, committing to a 50% reduction in Scope 1 and Scope 2 emissions, and a 30% reduction in Scope 3 emissions by 2032. The RE100 target has been moved up to 2030. Merry will prioritize reducing energy-related carbon emissions and utilizing renewable energy, additionally influencing the value chain to engage in active carbon reduction, aspiring towards “creating a better perceptual experience for a healthy and sustainable future.”
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Society
Merry regards employees as key partners in corporate operations, placing significant importance on sustainable co-prosperity between corporate development and societal and environmental welfare. The company strives to create a safe, equal, and diverse work environment, aiming for employees to receive pay raises, professional skill enhancements, friendship, and charitable feedback in a friendly workplace. By promoting activities under the four “DNA” initiatives—understanding music, loving reading, promoting sports, and volunteering—Merry supports employees in balancing work and life. The headquarters offer 2 paid volunteer days annually, encouraging employees to engage proactively in social good and providing diverse volunteer opportunities to meet various community needs.
Detailed information for 2025 can be found in the Merry Sustainability Report for 2025, available on our official website at https://www.merry.com.tw.
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Annex 4
Auditor’s Report and Individual Financial Reports, Consolidated Financial Reports
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Merry Electronics Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Merry Electronics Co., Ltd. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only 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 financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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, we do not provide a separate opinion on these matters.
The key audit matters in relation to the parent company only financial statements for the year ended December 31, 2025 are outlined as follows:
Cut-off on sales revenue from distribution warehouse
Description
Refer to Note 4(29) for accounting policy on revenue recognition.
The Company recognizes revenue upon delivery of goods or pick-up of goods (the transfer of control of ownership) by customers at warehouse. Warehouse sales revenue constitutes 32% of total operating revenue for the year ended December 31, 2025. The Company's revenue recognition is based on inventory movement records of warehouse based on the reports provided by warehouse custodians or bill of lading reports recorded on network platform. As the warehouses are located in various locations and there are numerous custodians, the frequency and contents of statements provided by custodians vary, the process of revenue recognition contains numerous manual procedures, which would potentially result in inaccurate timing of revenue recognition and the discrepancy between physical inventory quantities in the warehouses and quantities per accounting records. Thus, we determine the cut-off on sales revenue from distribution warehouse a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Understood, evaluated and verified the Company's procedures for warehouse sales revenue and internal control, including:
(a) Interviewing the staff of the sales revenue process from distribution warehouse, and confirming the consistency by comparing interview results with the process of warehouse sales revenue recognition obtained.
(b) Verifying the internal control of warehouse distribution (checked the terms of transaction / timing of ownership transfer and dates of supporting documents and verifying transactions recognized in the appropriate period by reconciling the quantities of supporting documents with invoices) to confirm the accuracy of the timing of revenue recognition.
B. Performed cut-off procedures on sales revenue from distribution warehouse recognized during a specific period before and after the period-end, including verifying delivery schedule of distribution warehouse and ensuring the movements of inventories correctly contained in the statements.
C. Performed physical inventory count observation or confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records.
Investments accounted for using equity method - valuation of inventories
Description
Refer to Note 4(12) for accounting policies on inventory valuation, Note 5(1) for significant
accounting estimates and assumptions related to inventory valuation, and Note 6(5) for details of allowance for inventory valuation losses. As of December 31, 2025, the balances of inventories and allowance for inventory valuation losses were NT$1,434,498 thousand and NT$91,510 thousand, respectively.
The Company receives orders from customers and the subsidiaries are tasked to manufacture the products. The subsidiaries (shown as investments accounted for using equity method) have a high risk of incurring inventory valuation loss and obsolescence due to fluctuations in market demand and rapidly evolving technology. Further, the measurement of net realizable value of inventories involves judgment resulting in a high degree of estimation uncertainty. Thus, we determine the allowance for inventory valuation loss of the subsidiaries (shown as investments accounted for using equity method) a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Understood and assessed the reasonableness of the subsequent inventory valuation and the provision for loss on obsolete and slow-moving inventory.
B. Assessed the annual plan of the physical inventory count and attended the annual inventory count; evaluated the effectiveness of the procedures used to identify and control obsolete inventories.
C. Obtained inventory aging report and verified dates of movements with supporting documents, and ensured the accuracy of inventory aging classification and its consistency with the policies.
D. Obtained the net realizable value of each kind of inventory and checked whether the applied calculation logic was in agreement with all inventory, tested the supporting documents related to the estimation basis for net realizable value of inventories including verifying the supporting documents of sales and purchase prices, as well as recalculating and assessing the reasonableness of allowance for inventory valuation losses.
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Other matter - audits of the other auditors
We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under the equity method that are included in the consolidated financial statements and disclosures in Note 13. Those financial statements were audited by other auditors, and our opinion expressed herein is based solely on reports of the other auditors. The balance of these investments accounted for under equity method amounted to NT$562,976 thousand and NT$559,364 thousand, constituting 1.48% and 1.56% of total assets as of December 31, 2025 and 2024, respectively, and comprehensive income was NT$62,672 thousand and NT$94,598 thousand, constituting 5.02% and 3.66% of total comprehensive income for the years then ended.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 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:
A. 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.
B. 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.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also 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
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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 auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Liu, Mei Lan
Hsu, Chien-Yeh
For and on behalf of PricewaterhouseCoopers, Taiwan
February 25, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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(Expressed in thousands of New Taiwan dollars)
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 6,103,542 | 16 | $ 6,145,347 | 17 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 807,816 | 2 | 634,663 | 2 |
| 1120 | Financial assets at fair value through other comprehensive income - current | 107,541 | - | 105,910 | - | |
| 1170 | Accounts receivable, net | 6(3) | 7,293,497 | 19 | 8,008,238 | 23 |
| 1180 | Accounts receivable - related parties | 7(2) | 26,074 | - | 398 | - |
| 1200 | Other receivables | 15,028 | - | 40,827 | - | |
| 1210 | Other receivables - related parties | 7(2) | 5,768,025 | 15 | 1,721,820 | 5 |
| 130X | Inventories, net | 6(5) | 1,342,988 | 4 | 1,430,172 | 4 |
| 1479 | Other current assets, others | 124,566 | 1 | 114,618 | - | |
| 11XX | Total current assets | 21,589,077 | 57 | 18,201,993 | 51 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 46,282 | - | 43,075 | - |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 99,459 | - | 110,559 | - | |
| 1535 | Non-current financial assets at amortised cost | 110,000 | - | 50,000 | - | |
| 1550 | Investments accounted for under equity method | 6(6) | 14,616,559 | 38 | 15,755,008 | 44 |
| 1600 | Property, plant and equipment, net | 6(7) | 1,378,242 | 4 | 1,366,897 | 4 |
| 1780 | Intangible assets | 6(8) | 186,627 | 1 | 184,986 | 1 |
| 1840 | Deferred income tax assets | 6(26) | 51,666 | - | 80,623 | - |
| 1990 | Other non-current assets, others | 11,815 | - | 10,638 | - | |
| 15XX | Total non-current assets | 16,500,650 | 43 | 17,601,786 | 49 | |
| 1XXX | Total assets | $ 38,089,727 | 100 | $ 35,803,779 | 100 |
(Continued)
(Expressed in thousands of New Taiwan dollars)
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) | $ 2,200,100 | 6 | $ - | - |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | 38,725 | - | - | - |
| 2130 | Current contract liabilities | 6(20) | 395,889 | 1 | 296,018 | 1 |
| 2170 | Accounts payable | 2,656,495 | 7 | 1,854,867 | 5 | |
| 2180 | Accounts payable - related parties | 7(2) | 8,295,997 | 22 | 8,264,990 | 23 |
| 2200 | Other payables | 6(11) | 601,585 | 2 | 772,476 | 2 |
| 2220 | Other payables - related parties | 7(2) | 120,017 | - | 104,741 | - |
| 2230 | Current income tax liabilities | 87,100 | - | 83,903 | - | |
| 2320 | Long-term liabilities, current portion | 6(13) | 152,691 | - | 189,914 | 1 |
| 2399 | Other current liabilities, others | 676,899 | 2 | 581,061 | 2 | |
| 21XX | Total current liabilities | 15,225,498 | 40 | 12,147,970 | 34 | |
| Non-current liabilities | ||||||
| 2527 | Non-current contract liabilities | 6(20) | 334,382 | 1 | 462,049 | 1 |
| 2530 | Corporate bonds payable | 6(12) | 2,912,269 | 8 | 2,856,278 | 8 |
| 2540 | Non-current portion of non-current borrowings | 6(13) | 12,500 | - | 165,191 | 1 |
| 2570 | Deferred income tax liabilities | 6(26) | 2,029,891 | 5 | 2,123,372 | 6 |
| 2640 | Accrued pension liabilities | 6(14) | 20,729 | - | 23,888 | - |
| 2670 | Other non-current liabilities, others | 5,137 | - | 6,186 | - | |
| 25XX | Total non-current liabilities | 5,314,908 | 14 | 5,636,964 | 16 | |
| 2XXX | Total liabilities | 20,540,406 | 54 | 17,784,934 | 50 | |
| Equity | ||||||
| Share capital | 6(16) | |||||
| 3110 | Share capital - common stock | 2,538,269 | 7 | 2,534,914 | 7 | |
| Capital surplus | 6(17) | |||||
| 3200 | Capital surplus | 8,480,217 | 22 | 8,422,431 | 23 | |
| Retained earnings | 6(18) | |||||
| 3310 | Legal reserve | 2,759,561 | 7 | 2,549,941 | 7 | |
| 3320 | Special reserve | 462,936 | 1 | 973,012 | 3 | |
| 3350 | Unappropriated retained earnings | 4,088,344 | 11 | 4,306,799 | 12 | |
| Other equity interest | 6(19) | |||||
| 3400 | Other equity interest | ( 780,006) | ( 2) | ( 768,252) | ( 2) | |
| 3XXX | Total equity | 17,549,321 | 46 | 18,018,845 | 50 | |
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 38,089,727 | 100 | $ 35,803,779 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Year ended December 31 | 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(20) and 7 | $ 32,427,777 | 100 | $ 33,063,291 | 100 |
| 5000 | Operating costs | 6(5) and 7 | ( 30,660,903) | ( 95) | ( 31,065,212) | ( 94) |
| 5900 | Net operating margin | 1,766,874 | 5 | 1,998,079 | 6 | |
| Operating expenses | 6(24)(25) | |||||
| 6100 | Selling expenses | ( 264,144) | ( 1) | ( 260,669) | ( 1) | |
| 6200 | General and administrative expenses | ( 564,186) | ( 1) | ( 648,687) | ( 2) | |
| 6300 | Research and development expenses | ( 907,398) | ( 3) | ( 877,280) | ( 2) | |
| 6450 | Expected credit impairment (loss) gain | 12(2) | ( 15,240) | - | 2,355 | - |
| 6000 | Total operating expenses | ( 1,750,968) | ( 5) | ( 1,784,281) | ( 5) | |
| 6900 | Operating profit | 15,906 | - | 213,798 | 1 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(21) | 138,410 | - | 129,009 | - |
| 7010 | Other income | 6(22) | 61,325 | - | 99,144 | - |
| 7020 | Other gains and losses | 6(23) | ( 376,218) | ( 1) | 174,377 | 1 |
| 7050 | Finance costs | ( 103,546) | - | ( 65,745) | - | |
| 7070 | Share of profit of associates and joint ventures accounted for using equity method | 6(6) | ||||
| 7000 | Total non-operating income and expenses | 1,653,588 | 5 | 2,079,349 | 6 | |
| 7900 | Profit before income tax | 1,373,559 | 4 | 2,416,134 | 7 | |
| 7950 | Income tax expense | 6(26) | ( 1,389,465 | 4 | 2,629,932 | 8 |
| 8200 | Profit for the year | $ 1,336,636 | 4 | $ 2,143,258 | 7 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Gain on remeasurements of defined benefit plans | 6(14) | $ 538 | - | $ 6,637 | - |
| 8316 | Unrealized loss from investments in equity instruments measured at fair value through other comprehensive income | 6(19) | ( 9,471) | - | ( 22,889) | - |
| 8330 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 5,553 | - | 9,708 | - | |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(26) | ( 108) | - | ( 1,327) | - |
| 8310 | Components of other comprehensive loss that will not be reclassified to profit or loss | ( 3,488) | - | ( 7,871) | - | |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation | 6(19) | ( 118,121) | - | 366,104 | 1 |
| 8380 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 6(19) | ||||
| 8399 | Income tax related to components of other comprehensive income (loss) that will be reclassified to profit or loss | 6(19)(26) | 13,936 | - | 191,851 | - |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | 20,638 | - | ( 111,935) | - | |
| 8300 | Other comprehensive (loss) income for the year | ( 83,547) | - | 446,020 | 1 | |
| 8500 | Total comprehensive income for the year | $ 87,035) | - | $ 438,149 | 1 | |
| Earnings per share | 6(27) | $ 1,249,601 | 4 | $ 2,581,407 | 8 | |
| 9750 | Basic earnings per share | $ | 5.36 | $ | 9.26 | |
| 9850 | Diluted earnings per share | $ | 5.02 | $ | 8.37 |
The accompanying notes are an integral part of these parent company only financial statements.
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Share capital - common stock | Capital surplus, additional paid-in capital | Retained earnings | Financial statements translation differences of foreign operations | Total equity | |||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | ||||||
| Year 2024 | ||||||||
| Balance at January 1, 2024 | $ 2,193,163 | $ 4,872,974 | $ 2,412,390 | $ 768,186 | $ 3,583,885 | ($ 1,209,351) | $ 12,621,247 | |
| Profit for the year | - | - | - | - | 2,143,258 | - | 2,143,258 | |
| Other comprehensive income for the year | - | - | - | - | 5,418 | 432,731 | 438,149 | |
| Total comprehensive income | - | - | - | - | 2,148,676 | 432,731 | 2,581,407 | |
| Appropriation and distribution of 2023 retained earnings | 6(18) | |||||||
| Legal reserve | - | - | 137,551 | - | ( 137,551 ) | - | - | |
| Special reserve | - | - | - | 204,826 | ( 204,826 ) | - | - | |
| Cash dividends | - | - | - | - | ( 1,030,914 ) | - | ( 1,030,914 ) | |
| Issuance of common stock | 50,000 | 445,241 | - | - | - | - | 495,241 | |
| Proceeds from issuance of convertible bonds | 6(12) | - | 280,733 | - | - | - | - | 280,733 |
| Convertible bonds converted into common shares | 6(12) | 285,593 | 2,707,409 | - | - | - | - | 2,993,002 |
| Share-based payments | 6(15) | 6,158 | 104,701 | - | - | - | ( 68,977 ) | 41,882 |
| Equity instruments at fair value through other comprehensive income reclassified to investments accounted for using equity method | 6(6) | - | - | - | - | ( 52,471 ) | 52,471 | - |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6) | - | 13,679 | - | - | - | 2,816 | 16,495 |
| Disposal of investments accounted for using equity | 6(6) | - | ( 1,872 ) | - | - | - | 22,058 | 20,186 |
| Changes in ownership of subsidiaries | - | ( 434 ) | - | - | - | - | ( 434 ) | |
| Balance at December 31, 2024 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | |
| Year 2025 | ||||||||
| Balance at January 1, 2025 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | |
| Profit for the year | - | - | - | - | 1,336,636 | - | 1,336,636 | |
| Other comprehensive income(loss) for the year | - | - | - | - | 430 | ( 87,465 ) | ( 87,035 ) | |
| Total comprehensive income(loss) | - | - | - | - | 1,337,066 | ( 87,465 ) | 1,249,601 | |
| Appropriation and distribution of 2024 retained earnings | 6(18) | |||||||
| Legal reserve | - | - | 209,620 | - | ( 209,620 ) | - | - | |
| Special reserve | - | - | - | ( 510,076 ) | 510,076 | - | - | |
| Cash dividends | - | - | - | - | ( 1,850,505 ) | - | ( 1,850,505 ) | |
| Share-based payments | 6(15) | 3,355 | 36,377 | - | - | - | 75,711 | 115,443 |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6) | - | 21,801 | - | - | - | - | 21,801 |
| Changes in ownership of subsidiaries | 6(6) | - | ( 392 ) | - | - | ( 5,472 ) | - | ( 5,864 ) |
| Balance at December 31, 2025 | $ 2,538,269 | $ 8,480,217 | $ 2,759,561 | $ 462,936 | $ 4,088,344 | ($ 780,006 ) | $ 17,549,321 |
The accompanying notes are an integral part of these parent company only financial statements.
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 1,389,465 | $ 2,629,932 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6(7)(24) | 40,191 | 38,463 |
| Depreciation expense - right-of-use assets | 6(24) | 3,898 | 3,854 |
| Amortization | 6(8)(24) | 24,069 | 30,193 |
| Expected credit impairment loss (gain) | 12(2) | 15,240 | ( 2,355 ) |
| Impairment loss - non-financial assets | 6(6)(23) | - | 64,973 |
| Finance costs | 102,799 | 64,991 | |
| Interest expense - lease liability | 747 | 754 | |
| Gain on financial assets at fair value through profit | 6(23) | ( 50,247 ) | ( 23,902 ) |
| Share of profit of associates and joint ventures | 6(6) | ||
| accounted for using equity method | ( 1,653,588 ) | ( 2,079,349 ) | |
| Loss on disposal of property, plant and equipment | 6(23) | - | 258 |
| Loss on disposal of investments | 6(23) | - | 15,469 |
| Interest income | 6(21) | ( 138,410 ) | ( 129,009 ) |
| Dividend income | 6(22) | ( 4,008 ) | ( 4,004 ) |
| Share-based payments | 6(15) | 115,443 | 62,123 |
| Unrealized foreign exchange gain | ( 41,137 ) | ( 62,071 ) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets (liabilities) at fair value through profit or loss | 78,197 | 21,955 | |
| Accounts receivable | 705,095 | ( 627,346 ) | |
| Accounts receivable - related parties | ( 16,521 ) | 5,260 | |
| Other receivables | 25,151 | 100,345 | |
| Other receivables - related parties | ( 1,643,371 ) | 153,202 | |
| Inventories | 87,184 | ( 193,604 ) | |
| Other current assets | ( 9,632 ) | ( 13,974 ) | |
| Changes in operating liabilities | |||
| Accounts payable | 773,290 | 410,745 | |
| Accounts payable - related parties | ( 2,857 ) | 886,579 | |
| Contract liabilities | ( 27,796 ) | ( 114,628 ) | |
| Other payables | ( 202,722 ) | 41,644 | |
| Other payables - related parties | 15,276 | ( 102,695 ) | |
| Other current liabilities | 94,987 | 213,961 | |
| Accrued pension liabilities | ( 2,620 ) | ( 5,529 ) | |
| Cash (outflow) inflow generated from operations | ( 321,877 ) | 1,386,235 | |
| Interest paid | ( 35,971 ) | ( 25,239 ) | |
| Income taxes paid | ( 73,013 ) | ( 153,694 ) | |
| Interest received | 138,094 | 127,665 | |
| Dividend income | 4,008 | 4,004 | |
| Net cash flows (used in) from operating activities | ( 288,759 ) | 1,338,971 |
(Continued)
MERRY ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Increase in financial assets mandatorily measured at fair value through profit or loss | ($ 780,000) | ($ 518,485) | |
| Decrease in financial assets mandatorily measured at fair value through profit or loss | 614,416 | 412,874 | |
| Increase in financial assets at amortized cost - non - current | ( 60,000) | ( 50,000) | |
| Acquisition of investments accounted for using equity method | 6(6) | ( 65,038) | ( 25,600) |
| Proceeds from liquidated amount of investments accounted for using equity method | 6(6) | - | 439,576 |
| Earnings distribution accounted for using equity method | 6(6) | 4,199 | 21,088 |
| Proceeds from capital reduction of investments accounted for using equity method | 6(6) | 59,169 | - |
| Recognition of dividends received from investments accounted for using equity method | 6(6) | 401,400 | 1,074,675 |
| Acquisition of property, plant and equipment | 6(28) | ( 44,676) | ( 42,890) |
| Acquisition of intangible assets | ( 13,040) | ( 16,207) | |
| Decrease in guarantee deposits paid | - | 400 | |
| Net cash flows from investing activities | 116,430 | 1,295,431 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(29) | 4,516,470 | 2,790,000 |
| Decrease in short-term borrowings | 6(29) | ( 2,340,970) | ( 3,580,000) |
| Decrease in long-term borrowings | 6(29) | ( 189,914) | ( 759,358) |
| Proceeds from issuing bonds | 6(29) | - | 3,114,036 |
| Cash dividends paid | 6(29) | ( 1,850,505) | ( 1,030,914) |
| Payments of lease liabilities | 6(29) | ( 4,560) | ( 4,315) |
| Redemption of corporate bonds | 6(29) | - | 4,000) |
| Decrease in guarantee deposits received | 3 | - | |
| Proceeds from insurance of shares | 6(16) | - | 475,000 |
| Net cash flows from financing activities | 130,524 | 1,000,449 | |
| Net (decrease) increase in cash and cash equivalents | ( 41,805) | 3,634,851 | |
| Cash and cash equivalents at beginning of year | 6,145,347 | 2,510,496 | |
| Cash and cash equivalents at end of year | $ 6,103,542 | $ 6,145,347 |
The accompanying notes are an integral part of these parent company only financial statements.
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INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Merry Electronics Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Merry Electronics Co., Ltd. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), 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 years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
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 Auditor's 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. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:
Cut-off on sales revenue from distribution warehouse
Description
Refer to Note 4(31) for accounting policy on revenue recognition.
The Group recognizes revenue upon delivery or pick-up of goods (the transfer of control of ownership) by customers at warehouses. Warehouse sales revenue constitutes 22% of total operating revenue for the year ended December 31, 2025. The Group’s revenue recognition is based on inventory movement records of warehouses based on the reports provided by warehouse custodians or bill of lading reports recorded on network platform. As the warehouses are located in various locations and there are numerous custodians, the frequency and contents of statements provided by custodians vary, the process of revenue recognition contains numerous manual procedures, which would potentially result in inaccurate timing of revenue recognition and the discrepancy between physical inventory quantities in the warehouses and quantities per accounting records. Thus, we determine the cut-off on sales revenue from distribution warehouses a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Understood, evaluated and verified the Group’s procedures for warehouse sales revenue and internal control, including:
(a) Interviewing the staff of the sales revenue process from distribution warehouse, and confirming the consistency by comparing interview results with the process of warehouse sales revenue recognition obtained.
(b) Verifying the internal control of warehouse distribution (checked the terms of transaction / timing of ownership transfer and dates of supporting documents and verifying transactions recognized in the appropriate period by reconciling the quantities of supporting documents with invoices) to confirm the accuracy of the timing of revenue recognition.
B. Performed cut-off procedures on sales revenue from distribution warehouses recognized during a specific period before and after the period-end, including verifying delivery schedule of distribution warehouses and ensuring the movements of inventories correctly contained in the statements.
C. Performed physical inventory count observation or confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records.
Valuation of inventories
Description
Refer to Note 4(13) for accounting policies on inventory valuation, Note 5(1) for significant accounting estimates and assumptions related to inventory valuation, and Note 6(5) for details of
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allowance for inventory valuation losses. As of December 31, 2025, the balances of inventories and allowance for inventory valuation losses were NT$6,951,937 thousand and NT$246,178 thousand, respectively.
The Group has a high risk of incurring inventory valuation loss or obsolescence due to fluctuations in market demand and rapidly evolving technology. Further, the measurement of net realizable value of inventories involves judgment resulting in a high degree of estimation uncertainty. Thus, we determine the allowance for inventory valuation loss a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in relation to the above key audit matter:
A. Understood and assessed the reasonableness of the subsequent inventory valuation and the provision for loss on obsolete and slow-moving inventory.
B. Assessed the annual plan of the physical inventory count and attended the annual inventory count; evaluated the effectiveness of the procedures used to identify and control obsolete inventories.
C. Obtained inventory aging report and verified dates of movements with supporting documents and ensured the accuracy of inventory aging classification and its consistency with the policies.
D. Obtained the net realizable value of each kind of inventory and checked whether the applied calculation logic was in agreement with all inventories, tested the supporting documents related to the estimation basis for net realizable value of inventories including verifying the supporting documents of sales and purchase prices, as well as recalculating and assessing the reasonableness of allowance for inventory valuation losses.
Other matter - audits of other independent auditors
We did not audit the financial statements of certain investments accounted for under the equity method that are included in the consolidated financial statements and disclosures in Note 13. Those financial statements were audited by other independent auditors, and our opinion expressed herein is based solely on reports of the other independent auditors. The balance of these investments accounted for under equity method amounted to NT$562,976 thousand and NT$559,364 thousand, constituting 1.26% and 1.43% of total assets as of December 31, 2025 and 2024, respectively, and the comprehensive income or loss of associates accounted for using equity method was NT$62,672 thousand and NT$94,598 thousand, constituting 3.84% and 3.27% of total comprehensive income for the years then ended.
Other matter - parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Merry Electronics Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
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Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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.
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:
A. 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.
B. 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.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting
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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 auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
E. 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.
F. 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 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.
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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 auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Liu, Mei Lan
Hsu, Chien-Yeh
For and on behalf of PricewaterhouseCoopers, Taiwan
February 25, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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(Expressed in thousands of New Taiwan dollars)
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 9,797,932 | 22 | $ 8,586,894 | 22 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 819,779 | 2 | 656,476 | 2 |
| 1120 | Current financial assets at fair value through other comprehensive income | 107,541 | - | 105,910 | - | |
| 1136 | Current financial assets at amortised cost | 161,348 | - | 169,820 | 1 | |
| 1170 | Accounts receivable, net | 6(3) | 11,421,033 | 26 | 11,234,447 | 29 |
| 1180 | Accounts receivable due from related parties, net | 7(2) | 1,968,952 | 4 | 475,022 | 1 |
| 1200 | Other receivables | 6(2) | 63,306 | - | 75,718 | - |
| 1210 | Other receivables - related parties | 7(2) | 68,104 | - | 307,185 | 1 |
| 130X | Inventories | 6(5) | 6,705,759 | 15 | 4,858,985 | 12 |
| 1470 | Other current assets | 434,398 | 1 | 435,201 | 1 | |
| 11XX | Current Assets | 31,548,152 | 70 | 26,905,658 | 69 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 46,282 | - | 43,075 | - |
| 1517 | Non-current financial assets at fair value through other comprehensive income | 223,254 | 1 | 232,210 | 1 | |
| 1535 | Non-current financial assets at amortised cost | 576,235 | 1 | 469,589 | 1 | |
| 1550 | Investments accounted for under equity method | 6(6) | 6,272,742 | 14 | 5,914,755 | 15 |
| 1600 | Property, plant and equipment | 6(7) | 5,037,783 | 11 | 4,365,774 | 11 |
| 1780 | Intangible assets | 6(8) | 733,882 | 2 | 778,132 | 2 |
| 1840 | Deferred income tax assets | 6(25) | 128,407 | - | 154,583 | - |
| 1900 | Other non-current assets | 227,832 | 1 | 256,145 | 1 | |
| 15XX | Non-current assets | 13,246,417 | 30 | 12,214,263 | 31 | |
| 1XXX | Total assets | $ 44,794,569 | 100 | $ 39,119,921 | 100 |
(Continued)
(Expressed in thousands of New Taiwan dollars)
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) | $ 4,295,965 | 9 | $ 366,659 | 1 |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | 38,725 | - | - | - |
| 2130 | Current contract liabilities | 6(20) | 413,316 | 1 | 318,054 | 1 |
| 2170 | Accounts payable | 9,137,857 | 20 | 7,087,414 | 18 | |
| 2180 | Accounts payable - related parties | 7(2) | 3,424,949 | 8 | 3,335,965 | 8 |
| 2200 | Other payables | 6(11) and 7(2) | 1,659,781 | 4 | 1,606,089 | 4 |
| 2220 | Other payables - related parties | 7(2) | 111,139 | - | 112,380 | - |
| 2230 | Current income tax liabilities | 339,489 | 1 | 323,977 | 1 | |
| 2320 | Current portion of long-term borrowings | 6(13) | 152,691 | - | 282,505 | 1 |
| 2399 | Other current liabilities, others | 757,409 | 2 | 667,888 | 2 | |
| 21XX | Current Liabilities | 20,331,321 | 45 | 14,100,931 | 36 | |
| Non-current liabilities | ||||||
| 2527 | Non-current contract liabilities | 6(20) | 334,381 | 1 | 462,049 | 1 |
| 2530 | Corporate bonds payable | 6(12) | 2,912,269 | 6 | 2,856,278 | 7 |
| 2540 | Long-term borrowings | 6(13) | 12,500 | - | 242,897 | 1 |
| 2570 | Deferred income tax liabilities | 6(25) | 2,056,586 | 5 | 2,153,548 | 6 |
| 2640 | Accrued pension liabilities | 6(14) | 20,729 | - | 23,888 | - |
| 2670 | Other non-current liabilities, others | 38,958 | - | 86,963 | - | |
| 25XX | Non-current liabilities | 5,375,423 | 12 | 5,825,623 | 15 | |
| 2XXX | Total Liabilities | 25,706,744 | 57 | 19,926,554 | 51 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(16) | |||||
| 3110 | Share capital - common stock | 2,538,269 | 6 | 2,534,914 | 6 | |
| Capital reserve | 6(17) | |||||
| 3200 | Capital surplus | 8,480,217 | 19 | 8,422,431 | 21 | |
| Retained earnings | 6(18) | |||||
| 3310 | Legal reserve | 2,759,561 | 6 | 2,549,941 | 7 | |
| 3320 | Special reserve | 462,936 | 1 | 973,012 | 3 | |
| 3350 | Unappropriated retained earnings | 4,088,344 | 9 | 4,306,799 | 11 | |
| Other equity interest | 6(19) | |||||
| 3400 | Other equity interest | ( 780,006) | ( 2) | ( 768,252) | ( 2) | |
| 31XX | Equity attributable to owners of the parent | 17,549,321 | 39 | 18,018,845 | 46 | |
| 36XX | Non-controlling interest | 4(3) | 1,538,504 | 4 | 1,174,522 | 3 |
| 3XXX | Total equity | 19,087,825 | 43 | 19,193,367 | 49 | |
| Significant contingent liabilities and unrecognized contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 44,794,569 | 100 | $ 39,119,921 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(20) and 7(2) | $ 46,491,035 | 100 | $ 43,855,354 | 100 |
| 5000 | Operating costs | 6(5) and 7(2) | ( 40,870,502 ) | ( 88 ) | ( 38,006,671 ) | ( 87 ) |
| 5900 | Net operating margin | 5,620,533 | 12 | 5,848,683 | 13 | |
| Operating expenses | 6(24) | |||||
| 6100 | Selling expenses | ( 523,655 ) | ( 1 ) | ( 494,968 ) | ( 1 ) | |
| 6200 | General and administrative expenses | ( 1,265,104 ) | ( 3 ) | ( 1,320,189 ) | ( 3 ) | |
| 6300 | Research and development expenses | ( 2,353,120 ) | ( 5 ) | ( 2,142,960 ) | ( 5 ) | |
| 6450 | Expected credit impairment loss | 12(2) | ( 20,038 ) | - | ( 28,594 ) | - |
| 6000 | Total operating expenses | ( 4,161,917 ) | ( 9 ) | ( 3,986,711 ) | ( 9 ) | |
| 6900 | Operating profit | 1,458,616 | 3 | 1,861,972 | 4 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 247,424 | 1 | 239,466 | 1 | |
| 7010 | Other income | 6(21) | 208,645 | - | 234,874 | - |
| 7020 | Other gains and losses | 6(22) | ( 239,037 ) | - | 294,901 | 1 |
| 7050 | Finance costs | ( 132,707 ) | - | ( 97,595 ) | - | |
| 7060 | Share of profit of associates and joint ventures accounted for under equity method | 6(6) | ||||
| 586,938 | 1 | 616,994 | 1 | |||
| 7000 | Total non-operating income and expenses | 671,263 | 2 | 1,288,640 | 3 | |
| 7900 | Profit before income tax | 2,129,879 | 5 | 3,150,612 | 7 | |
| 7950 | Income tax expense | 6(25) | ( 315,227 ) | ( 1 ) | ( 710,455 ) | ( 1 ) |
| 8200 | Profit for the year | $ 1,814,652 | 4 | $ 2,440,157 | 6 |
(Continued)
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Gain on remeasurements of defined benefit plans | 6(14) | $ | 538 | - | $6,637 |
| 8316 | Unrealized loss from investments in equity instruments measured at fair value through other comprehensive income | 6(19) | ( | 3,121) | - | (6,346) |
| 8320 | Share of other comprehensive loss of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 6(6)(19) | ( | 218) | - | (2,597) |
| 8349 | Income tax related to components of other comprehensive loss that will not be reclassified to profit or loss | 6(25) | ( | 687) | - | (5,565) |
| 8310 | Components of other comprehensive loss that will not be reclassified to profit or loss | ( | 3,488) | - | (7,871) | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation | 6(19) | ( | 214,427) | - | 382,651 |
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 6(6)(19) | ( | 13,936 | - | 191,851 |
| 8399 | Income tax relating to the components of other comprehensive income (loss) | 6(25) | ( | 20,638 | - | (111,935) |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( | 179,853) | - | 462,567 | |
| 8300 | Total other comprehensive (loss) income for the year | ($ | 183,341) | - | $454,696 | |
| 8500 | Total comprehensive income for the year | $ | 1,631,311 | 4 | $2,894,853 | |
| Profit, attributable to: | ||||||
| 8610 | Owners of parent | $ | 1,336,636 | 3 | $2,143,258 | |
| 8620 | Non-controlling interest | $ | 478,016 | 1 | 296,899 | |
| Total Profit | $ | 1,814,652 | 4 | $2,440,157 | ||
| Comprehensive income, attributable to: | ||||||
| 8710 | Owners of parent | $ | 1,249,601 | 3 | $2,581,407 | |
| 8720 | Non-controlling interest | $ | 381,710 | 1 | 313,446 | |
| Total Comprehensive Income | $ | 1,631,311 | 4 | $2,894,853 | ||
| Basic earnings per share | 6(26) | |||||
| 9750 | Total basic earnings per share | $ | 5.36 | $9.26 | ||
| Diluted earnings per share | 6(26) | |||||
| 9850 | Total diluted earnings per share | $ | 5.02 | $8.37 |
The accompanying notes are an integral part of these consolidated financial statements.
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Equity attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock | Capital surplus, additional paid-in capital | Retained earnings | Financial statements translation differences of foreign operations | Total | Non-controlling interest | Total equity | ||||
| Legal reserve | Special reserve | Unappropriated retained earnings | ||||||||
| Year 2024 | ||||||||||
| Balance at January 1, 2024 | $ 2,193,163 | $ 4,872,974 | $ 2,412,390 | $ 768,186 | $ 3,583,885 | ($ 1,209,351 ) | $ 12,621,247 | $ 861,076 | $ 13,482,323 | |
| Profit for the year | - | - | - | - | 2,143,258 | - | 2,143,258 | 298,899 | 2,440,157 | |
| Other comprehensive income for the year | - | - | - | - | 5,418 | 432,731 | 438,149 | 16,547 | 454,696 | |
| Total comprehensive income | - | - | - | - | 2,148,676 | 432,731 | 2,581,407 | 313,446 | 2,894,853 | |
| Appropriation and distribution of 2023 retained earnings | 6(18) | |||||||||
| Legal reserve | - | - | 137,551 | - | ( 137,551 ) | - | - | - | - | |
| Special reserve | - | - | - | 204,826 | ( 204,826 ) | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 1,030,914 ) | - | ( 1,030,914 ) | - | ( 1,030,914 ) | |
| Issuance of common stock | 50,000 | 445,241 | - | - | - | - | 495,241 | - | 495,241 | |
| Proceeds from issuance of convertible bonds | 6(12)(17) | - | 280,733 | - | - | - | - | 280,733 | - | 280,733 |
| Convertible bonds converted into common shares | 6(12)(16)(17) | 285,593 | 2,707,409 | - | - | - | - | 2,993,002 | - | 2,993,002 |
| Share-based payments | 6(15)(17) | 6,158 | 104,701 | - | - | - | ( 68,977 ) | 41,882 | - | 41,882 |
| Equity instruments at fair value through other comprehensive income reclassified to investments accounted for using equity method | 6(6)(19) | |||||||||
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6)(17) | - | 13,679 | - | - | - | 2,816 | 16,495 | - | 16,495 |
| Disposal of investments accounted for using equity | 6(6)(17) | - | ( 1,872 ) | - | - | - | 22,058 | 20,186 | - | 20,186 |
| Changes in ownership of subsidiaries | - | 434 ) | - | - | - | - | ( 434 ) | - | ( 434 ) | |
| Balance at December 31, 2024 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | $ 1,174,522 | $ 19,193,367 | |
| Year 2025 | ||||||||||
| Balance at January 1, 2025 | $ 2,534,914 | $ 8,422,431 | $ 2,549,941 | $ 973,012 | $ 4,306,799 | ($ 768,252 ) | $ 18,018,845 | $ 1,174,522 | $ 19,193,367 | |
| Profit for the year | - | - | - | - | 1,336,638 | - | 1,336,638 | 478,016 | 1,814,652 | |
| Other comprehensive income(loss) for the year | - | - | - | - | 430 | ( 87,465 ) | ( 87,035 ) | ( 96,306 ) | ( 183,341 ) | |
| Total comprehensive income(loss) | - | - | - | - | 1,337,066 | ( 87,465 ) | 1,249,601 | 381,710 | 1,631,311 | |
| Appropriation and distribution of 2024 retained earnings | 6(18) | |||||||||
| Legal reserve | - | - | 209,620 | - | ( 209,620 ) | - | - | - | - | |
| Special reserve | - | - | - | ( 510,076 ) | 510,076 | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 1,850,505 ) | - | ( 1,850,505 ) | - | ( 1,850,505 ) | |
| Share-based payments | 6(15)(16)(17) | 3,355 | 36,377 | - | - | - | 75,711 | 115,443 | - | 115,443 |
| Recognition of change in equity of associates in proportion to the Group's ownership | 6(6)(17) | - | 21,801 | - | - | - | - | 21,801 | - | 21,801 |
| Changes in non-controlling interests | 6(17)(27) | - | ( 392 ) | - | - | ( 5,472 ) | - | ( 5,864 ) | ( 17,728 ) | ( 23,592 ) |
| Balance at December 31, 2025 | $ 2,538,269 | $ 8,480,217 | $ 2,759,561 | $ 462,936 | $ 4,088,344 | ($ 780,006 ) | $ 17,549,321 | $ 1,538,504 | $ 19,087,825 |
The accompanying notes are an integral part of these consolidated financial statements.
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 2,129,879 | $ 3,150,612 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation expense-property, plant and equipment | 6(7)(23) | 597,334 | 600,039 |
| Depreciation expense - right-of-use assets | 6(23) | 101,877 | 122,494 |
| Amortization | 6(8)(23) | 72,644 | 93,824 |
| Expected credit impairment loss | 12(2) | 20,038 | 28,594 |
| Impairment loss - non-financial assets | 6(9)(22) | - | 64,973 |
| Finance costs | 128,859 | 91,483 | |
| Interest expense - lease liability | 3,848 | 6,112 | |
| Gain on financial assets at fair value through profit or loss | 6(22) | ( 50,470 ) | ( 24,269 ) |
| Share of profit of associates and joint ventures | 6(6) | ||
| accounted for using equity method | ( 586,938 ) | ( 616,994 ) | |
| Compensation cost of share-based payment | 6(15) | 115,443 | 62,123 |
| Loss (gain) on disposal of property, plant and equipment | 6(22) | ( 8,605 ) | 12,446 |
| Loss on disposal of investments | 6(22) | - | 15,469 |
| Interest income | ( 247,424 ) | ( 239,466 ) | |
| Dividend income | 6(21) | ( 4,008 ) | ( 4,004 ) |
| Deferred income of government's compensation | - | ( 155 ) | |
| Unrealized exchange gain | ( 29,546 ) | ( 258,826 ) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Increase in financial assets/liabilities mandatorily measured at fair value through profit or loss | 78,197 | 21,881 | |
| Accounts receivable (including related parties) | ( 1,851,363 ) | ( 1,706,513 ) | |
| Other receivables (including related parties) | 239,339 | ( 27,756 ) | |
| Inventories | ( 1,839,261 ) | ( 930,605 ) | |
| Other current assets | 19,657 | 62,423 | |
| Changes in operating liabilities | |||
| Accounts payable | 2,198,832 | 1,263,351 | |
| Accounts payable - related parties | 100,950 | 154,937 | |
| Other payables | 20,792 | 203,705 | |
| Other payables - related parties | ( 2,564 ) | 46,471 | |
| Contract liabilities | 34,021 | ( 112,462 ) | |
| Other current liabilities | 102,363 | 153,286 | |
| Net defined benefit liability - non-current | ( 2,620 ) | ( 5,529 ) | |
| Cash inflow generated from operations | 1,341,274 | 2,227,644 | |
| Interest received | 232,000 | 226,033 | |
| Dividend income | 4,008 | 4,004 | |
| Interest paid | ( 117,882 ) | ( 92,730 ) | |
| Income taxes paid | ( 341,524 ) | ( 336,037 ) | |
| Net cash flows from operating activities | 1,117,876 | 2,028,914 |
(Continued)
MERRY ELECTRONICS CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Increase in financial assets mandatorily measured at fair value through profit or loss | ($ 780,000) | ($ 518,485) | |
| Decrease in financial assets mandatorily measured at fair value through profit or loss | 624,488 | 423,502 | |
| Increase in financial assets at amortised cost - current | ( 208,285) | ( 4,431) | |
| Decrease in financial assets at amortised cost - current | 209,733 | 373,663 | |
| Increase in financial assets at amortised cost - non - current | ( 265,008) | ( 362,564) | |
| Decrease in financial assets at amortised cost - non - current | 173,774 | 330,476 | |
| Acquisition of investments accounted for using equity method | 6(6) | - | ( 26,200) |
| Earnings repatriated by investments accounted for using equity method | 6(6) | 205,293 | 238,169 |
| Proceeds from capital reduction of investments accounted for using equity method | 6(6) | 59,169 | - |
| Proceeds from liquidated amount of investments accounted for using equity method | 6(6) | - | 439,576 |
| Acquisition of property, plant and equipment | 6(28) | ( 1,388,576) | ( 803,835) |
| Proceeds from disposal of property, plant and equipment | 88,450 | 15,094 | |
| Acquisition of intangible assets | ( 15,814) | ( 20,644) | |
| Decrease in other non-current financial assets | 15,521 | 12,972 | |
| (Increase) decrease in guarantee deposits paid | ( 1,748) | 2,930 | |
| Net cash flows (used in) from investing activities | ( 1,283,003) | 100,223 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(29) | 6,738,534 | 353,762 |
| Decrease in short-term borrowings | 6(29) | ( 2,877,164) | ( 1,132,210) |
| Repayment of principal portion of lease liabilities | 6(29) | ( 107,645) | ( 126,845) |
| Decrease in long-term borrowings | 6(29) | ( 350,678) | ( 931,774) |
| Proceeds from issuing corporate bonds | 6(29) | - | 3,114,036 |
| Redemption of corporate bonds | 6(29) | - | 4,000) |
| Increase (decrease) in other non-current liabilities | ( 38,317) | 18,075 | |
| Cash dividends paid | 6(29) | ( 1,850,505) | ( 1,030,914) |
| Change in non-controlling interests | 4(3) and 6(27) | ( 23,592) | - |
| Proceeds from issuance of shares | 6(16) | - | 475,000 |
| Net cash flows from financing activities | 1,490,633 | 735,130 | |
| Effect of change in foreign currency exchange | ( 114,468) | 195,905 | |
| Net increase in cash and cash equivalents | 1,211,038 | 3,060,172 | |
| Cash and cash equivalents at beginning of year | 8,586,894 | 5,526,722 | |
| Cash and cash equivalents at end of year | $ 9,797,932 | $ 8,586,894 |
The accompanying notes are an integral part of these consolidated financial statements.
Annex 5
Merry Electronics Co., Ltd.
Earnings Distribution Table for the Year 2025
| Item | Amount (NTD) |
|---|---|
| Beginning Undistributed Earnings | 2,756,749,618 |
| Add: Net Income for the Year | 1,336,636,422 |
| Add: Recognition of remeasurement of defined benefit plans in retained earnings | 430,232 |
| Less: Accounting for changes in ownership equity in subsidiaries | (5,471,777) |
| Less: Appropriation to Legal Reserve (10%) | (133,159,488) |
| Less: Reversal of Special Reserve | (87,464,362) |
| Accumulated Distributable Earnings | 3,867,720,645 |
| Distribution Items: | |
| Less: Cash Dividends to Shareholders (Note)) | (1,015,358,456) |
| Ending Undistributed Earnings | 2,852,362,189 |
Note: The order of earnings distribution is as follows:
1. Reversal of Special Reserve for the Current Year,
2. Incremental Distributable Earnings for the Current Year excluding item 1,
3. Beginning Undistributed Earnings.
Appendices 1
Company's Articles of Association (Pre-amendment)
CHAPTER I GENERAL PROVISIONS
Article 1:
The Company is duly organized under the Company Act, bearing the name of Merry Electronics Co., Ltd.
The company's English name is Merry Electronics Co., Ltd.
Article 2: The business scopes of the Company are as follows:
A. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing;
B. CC01070 Telecommunication Equipment and Apparatus Manufacturing;
C. CC01080 Electronic Parts and Components Manufacturing;
D. CC01110 Computers and Computing Peripheral Equipment Manufacturing;
E. CC01100 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing;
F. F108031 Wholesale of Drugs, Medical Goods;
Article 3:
For business needs, the company may engage in mutual guarantees with affiliates or peers. The company shall not be a partner with unlimited liability or a partner of a partnership in other companies. When acting as a limited liability shareholder in another company, the total investment amount may exceed 40% of the company's paid-in capital.
Article 4:
The company is headquartered in Taichung City. If necessary, branch offices or representative offices may be established domestically or abroad with the approval of the Board of Directors.
CHAPTER II SHARES
Article 5:
The total capital stock of the Company is established at NT$4 billion, divided into 400 million shares (inclusive of 5 million shares allocated for employee stock warrants), with a par value of NT$10
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each. These shares shall be issued in installments, with issuance details determined by the Board of Directors.
For treasury shares repurchased by the Company in accordance with the Company Act, the transferees may include employees of subsidiaries or affiliates who meet the conditions set by the Board of Directors.
The grantees of the Company’s employee stock warrants may include employees of subsidiaries or affiliates who satisfy the criteria established by the Board of Directors.
When issuing new shares, the employees eligible to subscribe may also encompass those from subsidiaries or affiliates meeting the conditions determined by the Board of Directors.
The recipients of the Company’s restricted employee shares may also include employees from subsidiaries or affiliates who fulfill the criteria set by the Board of Directors.
Article 6:
The company’s share administrative operations shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies” and related laws.
Article 7:
Registration of share transfer shall not be conducted within 60 days before the shareholders’ regular meeting, 30 days before a shareholders’ extraordinary meeting, or 5 days before the company determines the base date for distributing dividends, bonuses, or other benefits.
The company’s issued shares may be exempt from printing and should be registered with securities centralized custody institutions.
CHAPTER III SHAREHOLDERS' MEETING
Article 8: The company’s shareholders’ meetings are divided into:
A. Regular shareholders’ meetings, held within six months after the end of each fiscal year.
B. Extraordinary shareholders’ meetings, convened as necessary in accordance with relevant laws.
Article 8-1:
Shareholders’ meetings may be held via video conference or other methods announced by the central competent authority.
Article 9:
Each share held by a shareholder entitles them to one vote. Shares held by the company in accordance with the Company Act do not have voting rights. Shareholders unable to attend meetings may proxy in accordance with Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.” Meetings are
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presided over by the Chairman of the Board, or in their absence, the Vice Chairman, or a designated director. If no designation, a director may be elected among the present directors to act as the chair. Other conveners outside the board, when summoning the meeting, will act as the chair. If there are multiple conveners, one person will be chosen amongst them.
Article 10:
Unless otherwise specified in the Company Act, resolutions at the shareholders' meetings require the presence of shareholders representing a majority of the total issued shares and approval by a majority of the voting rights present.
Article 11:
Minutes of shareholders' meeting resolutions must be signed or sealed by the chair and distributed to all shareholders within 20 days after the meeting.
The preparation and distribution of minutes may be in electronic form or by public announcement.
CHAPTER IV DIRECTORS
Article 12:
The company shall have 7 to 10 directors, determined by the Board of Directors. They serve a three-year term and may be re-elected. Directors are elected using the candidate nomination system stipulated in Article 192-1 of the Company Act. The total shares held by all directors adhere to percentages set by the competent authority in the "Regulations Governing the Percentage of Shares Held by Directors and Supervisors of Public Companies."
When a vacancy on the Board of Directors is legally required to be filled, the Board of Directors shall convene a shareholders' meeting to elect a replacement. The replacement's term of office shall be limited to the period originally served. If a director's term expires before a new election can be held, their duties shall be extended until the newly elected director takes office.
Article 13:
The number of independent directors in the company must be at least three, elected from the list of candidates at the shareholders' meeting. Matters such as professional qualifications, shareholding, part-time restrictions, nomination, selection, etc., of independent directors must comply with the regulations of the securities competent authority.
Article 14:
Directors shall elect among themselves a Chairman and a Vice Chairman of the Board of Directors. The Chairman represents the company externally, presides over shareholders’ and board meetings,
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and executes company affairs in accordance with laws, articles, and resolutions from shareholders' and board meetings. In the event of the Chairman's absence, the Vice Chairman will act. If the Vice Chairman is also absent, a designated director will act, or another director may be elected among the present directors.
Article 15:
Directors shall execute their duties in accordance with resolutions adopted by the Board of Directors and shareholders' meetings.
Article 16:
In calling a meeting of the Board of Directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time.
The notice of convening meetings of the Board of Directors of the Company may be given by the means of written notice, e-mail or fax.
Unless otherwise provided for in the Company Act, meetings of the Board of Directors shall be adopted by a majority vote of the directors present at a meeting where a majority of the directors attend. In case a director cannot attend the meeting for any cause, a proxy setting forth therein the scope of authority with reference to the subject(s) to be discussed at the meeting may be submitted to delegate the attendance to other directors, provided that one director may accept the delegation of one other director only.
The meeting of the Board of Directors may be proceeding by video conference. The directors participating by video conference shall be deemed to have attended the meeting in person.
Article 17:
In compliance with Article 14-4 of the Securities and Exchange Act, an Audit Committee has been established, composed of all independent directors. The functions and duties of the Audit Committee and its members follow relevant laws and regulations.
Article 18:
Directors shall be entitled to remuneration and other relevant business execution fees, with the amounts determined by the Board.
Remuneration is determined considering directors' participation and contribution, referencing industry standards.
Article 19:
The company may purchase liability insurance for directors during their term to cover their business
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execution scope. Insurance details should be reported to the Board of Directors.
CHAPTER V MANAGER
Article 20:
The company may appoint managers whose appointment, dismissal, and remuneration are stipulated by the Company Act.
Managers have rights within their scope of duties to manage company affairs and sign documents, with authorization methods determined by the Board.
CHAPTER VI ACCOUNTING
Article 21:
The fiscal year of the Company is annually from 1 January until 31 December. The Company shall act in accordance with Article 228 of the Company Act, upon close of each fiscal year, the following reports and statements by the Board of Directors and the following reports and statements shall be given to the audit committee for auditing no later than 30 days prior to the date of the annual meeting of shareholders, and the audit committee shall submit the report to the annual meeting of shareholders for ratification:
A. The business report;
B. The financial statements;
C. The proposed of the earnings distribution or loss make-up.
Article 22:
The industrial environment of the Company is apt to change, and the enterprise life cycle stays in a stage of stable growth, and it is necessary to consider the budget for the future capital expenditure and funding requirement, and measure the necessity to cope with funding requirement by earnings, to determine the amount for retaining or distributing the earnings and the distribution amount of shareholder bonus in cash. The net profit after final accounting, except for withholding of income tax in accordance with laws, shall be utilized for make-up of the loss of previous years, and secondly setting aside 10% of the remaining earnings as a legal reserve. After setting aside or reversing special reserve in accordance with laws when necessary, the balance after adding the undistributed earnings of the previous year will be the accumulated distributable earnings. The board of directors shall propose an earning distribution proposal for the shareholders' meeting to resolve the distribution. For the earning distribution proposal proposed by the board of directors, in accordance with financial, business and operational factors, allocate within the limit of not less than 30% of the new distributable surplus in the current period and not more than 80% of the accumulated distributable
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earning, and the distribution of the shareholder bonus shall be given priority in cash dividends and shall also be distributed in the form of stock dividends, provided that the proportion of cash dividends distributed shall not be less than 30% of the total dividend. To authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
If the company realizes a profit in the current fiscal year, the distribution shall be as follows: (1) At least five percent shall be allocated as employee compensation, with at least one percent designated for junior employees; (2) Directors' compensation shall not exceed two percent. However, if the company incurs an accumulated deficit, the loss should be covered first. The distribution ratios for employee and director compensation, as well as the decision to distribute such compensation in the form of stock or cash, shall be resolved by the Board of Directors with the concurrence of at least two-thirds of the directors present and more than half of the attending directors. This resolution shall be reported to the shareholders' meeting.
The employees' profit sharing bonus distributed by stocks or cash may be made to the employees of subsidiaries meeting certain specific requirements.
CHAPTER VII ANCILLARY PROVISIONS
Article 23: Organizational regulations and detailed rules for office processes shall be formulated by the Board.
Article 24: Matters not addressed in these articles shall be handled in accordance with the Company Act and relevant laws.
Article 25: These articles were established on December 13, 1975. Subsequent amendments were made on October 25, 1977, October 12, 1981, December 30, 1981, December 15, 1984, December 9, 1985, December 20, 1985, September 15, 1987, December 10, 1988, November 15, 1989, May 10, 1990, June 25, 1990, December 15, 1990, January 23, 1991, March 1, 1991, April 2, 1991, July 12, 1991, June 10, 1995, July 26, 1996, May 31, 1997, March 25, 1998, May 18, 1999, May 16, 2000, May 3, 2001, August 28, 2001, May 27, 2002, May 20, 2004, May 19, 2005, October 18, 2005, June 16, 2006, June 13, 2007, June 13, 2008, June 16, 2009, June 14, 2010, June 22, 2012, June 11, 2014, June 12, 2015, January 22, 2016, June 29, 2016, June 13, 2018, June 19, 2019, July 21, 2021, June 15, 2022 and May 26, 2025.
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Appendices 2
Rules of Procedure for Shareholders’ Meetings (Pre-amendment)
- Purpose
To establish a strong governance system and sound supervisory capabilities for the Company's shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the “BM0-006 Corporate Governance Best-Practice Principles”.
- Scope
The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
- Responsibilities & Authorities
3.1. Financial Division: The sponsoring unit that formulates modifies or abolishes this specification.
3.2. Other units: Coordination unit for this specification.
-
Terms and Definitions: Nil.
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Operational Procedures:
5.1. Convening shareholders’ meetings and shareholders’ meeting notices
5.1.1. Unless otherwise provided by law or regulation, the Company's shareholders’ meetings shall be convened by the board of directors. The company shall hold a video conference of the shareholders' meeting, unless otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, which shall be specified in the articles of association and shall be resolved by the board of directors. A resolution approved by more than two-thirds majority of the board members present and a majority vote of those present. The change to convene a shareholders' meeting shall be resolved by the Board of Directors and no later than the notice of the meeting of shareholders' is sent.
5.1.2. The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the
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regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. However, if the Company's paid-up capital at the end of the most recent fiscal year reaches NT$10 billion or more, or the total Investors of foreign and Mainland Chinese shareholding ratios recorded in its shareholders' book at the ordinary meeting of shareholders in the most recent fiscal year reaches more than 30%, the transmission of electronic files shall be completed before the General meeting of shareholders is completed 30 days ago. In addition, before 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated.
The Handbook and Supplementary Information for the Meeting shall be provided to shareholders for reference by the Company on the day of the meeting of shareholders in the followings:
(1). When the physical shareholders' meeting is convened, it shall be distributed at the shareholders' meeting.
(2). When a video-assisted shareholders' meeting is held, it shall be distributed On-site of the shareholders' meeting and transmitted to the video conference platform by electronic files.
(3). When a video shareholders' meeting is held, the electronic file shall be uploaded to the video conference platform.
5.1.3. The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
5.1.4. Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act, 26-1 and 43-6 of the Securities and Exchange Act, Articles 56-1 and 60-2 of the Guidelines for the Handling of Securities Offering and Issuance by Issuers, hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions.
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5.1.5. The convening of the shareholders' meeting has stated the full re-election of directors and the date of appointment. After the election of the shareholders' meeting is completed, the same meeting shall not change its appointment date by temporary motion or other means.
5.1.6 A shareholder holding 1 percent or more of the total number of issued shares may propose a proposal to Company for discussion at a regular shareholders' meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, if the proposal of the shareholder has one of the circumstances of the paragraphs of Item 4 of Article 172-1 of the Company Act, the board of directors may not be listed as a proposal. Shareholders may put forward a proposal to urge the company to promote the public interest or fulfill its social responsibilities, and the procedure shall be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Act, and if there is more than one proposal, it shall not be included in the proposal.
5.1.7. Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, written proposal or electronic, the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
5.1.8. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.
5.1.9. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
5.2. Principles determining the proxy's authorization to attend the meeting.
5.2.1. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
5.2.2. 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 the Company 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
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the previous proxy appointment.
5.2.3. After a proxy form has been delivered to the Company, 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 the Company before 2 business days before the meeting date. If the cancellation notice is submitted after the time limit, votes cast at the meeting by the proxy shall prevail.
5.2.4. After proxy is delivered to the Company, the shareholder who wishes to attend the shareholders' meeting by video shall notify the company in writing to revoke the proxy two days before the meeting of the shareholders' meeting; In the event of revocation after the time limit, the voting rights of the proxy representative shall be present and exercised.
5.3. Principles determining the time and place of a shareholders' meeting
5.3.1. The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
5.3.2. When the Company convenes a video shareholders' meeting, it shall not be subject to the restrictions on the place of convening in the preceding paragraph.
5.4. Preparation of documents such as the attendance book and matters to be included in the notice of convocation of the video meeting of the shareholders' meeting
5.4.1. The Company shall specify in its shareholders' meeting notices the time during which shareholder, solicitors, and trustees (hereinafter referred to as the shareholders) attendance registrations will be accepted, the place to register for attendance and other matters for attention.
5.4.2. In 【5.4.1.】 the time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations; The video meeting of the shareholders' meeting shall be accepted and registered on the video meeting platform of the shareholders' meeting 30 minutes before the start of the meeting, and the shareholders who complete the registration shall be deemed to be present at the shareholders' meeting in person.
5.4.3. Shareholders hall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance.
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5.4.4. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company 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.
5.4.5. 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.
5.4.6. If the Shareholders' meeting is convened by video conference, shareholders who wish to attend by video should register with the Company two days before the meeting of shareholders.
5.4.7. For the convening of the video meeting of the shareholders' meeting, the Company shall upload the meeting handbook, annual report and other relevant materials to the video meeting platform of the shareholders' meeting at least 30 minutes before the start of the meeting and continue to disclose them until the end of the meeting.
5.4.8. When a company convenes a video conference of a shareholders' meeting, it shall specify the following matters in the notice of the shareholders' meeting:
(1). Methods for shareholders to participate in video conferences and exercise their rights.
(2). The handling of obstacles caused by natural disasters, incidents or other force majeure circumstances caused by video conferencing platforms or video participation includes at least the following matters:
(a) The above-mentioned ongoing and non-removable obstacles result in the postponement or renewal of the meeting time and the date of the meeting if it is to be postponed or renewed.
(b) Shareholders who are not registered to participate in the original shareholders' meeting by video shall not participate in the postponement or renewal of the meeting.
(c) The holding of a video-assisted shareholders' meeting, if it is not possible to renew the video meeting, after deducting the number of shares present at the shareholders' meeting by video, the total number of shares present at the shareholders' meeting reaches the statutory quota of the shareholders' meeting, the shareholders' meeting shall continue, and the number of shares participating in the shareholders by video shall be included in the total
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number of shareholders' shares present, and all the proposals of the shareholders' meeting shall be regarded as abstention.
(d) Follow-up to provisional motions that have not yet been made, when the results of all motions have been announced.
(3) The convening of a video shareholders' meeting shall indicate the appropriate alternative measures to be provided to shareholders who may have difficulties participating in the shareholders by video. Except for the circumstances stipulated in Item 6, Article 44-9, of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least shareholders shall be provided with connection equipment and necessary assistance, and the period during which shareholders may apply to the company and other relevant notices shall be specified matter.
5.5. The chair and non-voting participants of a shareholders' meeting
5.5.1. 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.
5.5.2. In 【5.5.1.】 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.
5.5.3. 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, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutess.
5.5.4. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among
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themselves.
5.5.5. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
5.6. Documentation of a shareholders’ meeting by audio or video
5.6.1. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.
5.6.2. In 【5.6.1.】 the recorded materials of the preceding paragraph shall be retained for at least 1 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.
5.6.3. If the shareholders' meeting is convened by video meeting, the Company shall keep records of the shareholders' registration, enrollment, check-in, put questions, voting and the results of the company's vote count, and record the whole process of the video conference continuously and uninterruptedly.
5.6.4. Of 【5.6.3.】 the Company shall properly store the data and audio and video recordings during its duration, and provide the audio and video recordings to those entrusted with the handling of video conferencing services for safekeeping.
5.6.5. If the shareholders' meeting is convened by video conference, the Company shall make audio and video recordings of the background operation interface of the video conference platform.
5.7. Total numbers of attendance shares and Call the meeting
5.7.1. 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 and the number of shares registered on the video conferencing platform plus the number of shares whose voting rights are exercised by correspondence or electronically.
5.7.2. The chair shall call the meeting to order at the appointed meeting time, and announce the number of non-voting rights and the number of shares present simultaneously. 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 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 shareholders' meeting is convened by
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video meeting, the Company shall also announce the meeting adjourned on the video meeting platform of the shareholders' meeting.
5.7.3. In 【5.7.2.】 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; if the shareholders' meeting is convened by video meeting, and the shareholders wish to participate in the meeting by video, they shall re-register with the Company in accordance with 【5.4.6.】.
5.7.4. 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.
5.8. Discussion of proposals
5.8.1. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Relevant motions (including extraordinary motions and amendments to the original proposals) should be voting by poll. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
5.8.2. 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.
5.8.3. In 【5.8.1.】 and 【5.8.2.】 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.
5.8.4. 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
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for a vote and arrange adequate voting time.
5.9. Shareholder speech
5.9.1. 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.
5.9.2. 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.
5.9.3. 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.
5.9.4. When an attending shareholder is speaking, other shareholders may not speak or 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.
5.9.5. 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.
5.9.6. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
5.9.7. The shareholders who convene the video meeting of the shareholders' meeting and the shareholders who participate by video may put questions in text on the video meeting platform of the shareholders' meeting after the chairman announces the meeting and before the announcement of the adjournment of the meeting, and the number of questions asked on each proposal shall not exceed two times, each time limited to 200 words, and the provisions of 【5.9.1.】 to 【5.9.5.】 shall not apply.
5.9.8. In 【5.9.7.】 if the question does not violate the regulations or does not exceed the scope of the proposal, it is advisable to disclose the question on the video meeting platform of the shareholders' meeting for information.
5.10. Calculation of voting shares and recusal system
5.10.1. Voting at a shareholders' meeting shall be calculated based the number of shares.
5.10.2. 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.
5.10.3. When a shareholder is an interested party in relation to an agenda item, and there is
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the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
5.10.4. In 【5.10.3.】 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.
5.10.5. 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.
5.10.6. 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.
5.10.7. When the Company holds a shareholders' meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. 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 the Company avoid the submission of extraordinary motions and amendments to original proposals.
5.10.8. In 【5.10.7.】 a shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 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.
5.10.9. 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 or by video, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days
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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.
5.10.10. Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. 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.
5.10.11. 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.
5.10.12. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
5.10.13. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting and a record made of the vote.
5.10.14. When the Company convenes a video meeting of the Shareholders' meeting, and the shareholders who participate by video shall, after the Meeting announced by the Chairman, vote on the proposals and the voting on the election proposals through the video conferencing platform, and shall complete them before the Chairman announces the closing of the voting, and shall be deemed to have abstained if they are overdue.
5.10.15. If the meeting of shareholders is convened by video conference, the voting shall
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be counted in one lump sum after the Chairman announces the completion of the voting, and the voting and election results shall be announced.
5.10.16. When the Company convenes a video-assisted shareholders' meeting, a shareholder who has registered to attend the shareholders' meeting by video in accordance with the provisions of 【5.4.6.】 shall deregister in the same way as the registration two days before the meeting of the shareholders' meeting; those who withdraw after the deadline can only attend the shareholders' meeting by video.
5.10.17. A shareholder who exercises the right to vote in writing or electronically, without revoking his expression of intent, and participates in a meeting of shareholders by video, shall not exercise the right to vote on the original proposal or propose amendments to the original proposal or to exercise the right to exercise the right to vote on the original proposal, except for provisional motions.
5.11. Elections
5.11.1. The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the list of fail to be elected directors and the number of voting rights.
5.11.2. 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.
5.12. The meeting minutes
5.12.1. 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.
5.12.2. In 【5.12.1.】 the Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
5.12.3. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including statistical weight), the number of votes for each candidate should be disclosed when there has a election
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of directors, and shall be retained for the duration of the existence of the Company.
5.12.4. In addition to the matters to be recorded in accordance with the provisions of 【5.12.3.】, the minutes of the shareholders' meeting shall record the time from the meeting of the shareholders' meeting, the manner of convening the meeting, the name of the chairman and the record, and the handling method and handling situation of the video conference platform or the video participation in the event of obstacles due to natural disasters, incidents or other force majeure circumstances.
5.12.5. The Company shall convene a video shareholders' meeting, in addition to the provisions of 【5.12.4.】, and shall indicate in the Proceedings to provide alternative measures for shareholders who may have difficulties participating by video.
5.13. Public disclosure
5.13.1. On the day of a shareholders' meeting, the Company 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 the number of shares attended by shareholders in writing or electronically, and shall make an express disclosure of the same at the place of the shareholders' meeting; if the shareholders' meeting is convened by video conference, the Company shall upload the above information to the video meeting platform of the shareholders' meeting at least 30 minutes before the start of the meeting and continue to disclose it until the end of the meeting.
5.13.2. When the Company convenes a video meeting of the Shareholders' Meeting and announces the meeting, the total number of shareholders' shares present shall be disclosed on the Video Meeting Platform. The same shall apply if the total number of shares and voting rights of the shareholders present at the meeting is also counted.
5.13.3. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
5.14. Maintaining order at the meeting place
5.14.1. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
5.14.2. 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."
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5.14.3. 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 the Company, the chair may prevent the shareholder from so doing.
5.14.4. 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.
5.15. Recess and resumption of a shareholders’ meeting
5.15.1. 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.
5.15.2. If the venue becomes unavailable before the conclusion of the shareholders' meeting agenda (including motions), the shareholders' meeting may decide to find another venue to continue the meeting.
5.15.3. 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.
5.16. Disclosure of information on video conferencing
If the shareholders' meeting is convened by video meeting, the Company shall immediately disclose the voting results of each proposal and the election results on the video meeting platform of the shareholders' meeting in accordance with the regulations after the voting is completed, and shall continue to disclose them for at least 15 minutes after the chairman announces the adjournment of the meeting.
5.17. The location of the chairman and record-keeper of the video shareholders' meeting
When the Company convenes a video shareholders' meeting, the Chairman and the record-keeper shall be at the same place, and the Chairman shall announce the address of that place at the time of the meeting.
5.18. Handling for Disconnection
5.18.1. For the convener of a video conference at a shareholders' meeting, the Company may provide a simplified connection test for shareholders before the meeting and provide relevant services immediately before and during the meeting to assist in the handling of technical issues of communication.
5.18.2. If the shareholders' meeting is convened by video meeting, the Chairman shall, at the time of announcing the meeting, separately announce that, except for the matter stipulated in Article 44-20(4) of the Regulations Governing the Administration of Shareholder Services of Public Companies, shall postpone or renew the meeting
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within five days except for the date of postponing or renewing the meeting before the Chairman announces the adjournment of the meeting, due to acts of God, events or other force majeure circumstances, and if an obstacle to the video conference platform or participation in the video conference by means of video has occurred, and the date of the meeting shall be postponed or resumed within five days, and the provisions of Article 182 of the Company Act shall not apply.
5.18.3. Occuring 【5.18.2.】 a shareholder who is due to postpone or renew a meeting shall not participate in an extended or renewed meeting if he or she has not registered to participate in the original shareholders' meeting by video.
5.18.4. In accordance with the provisions of 【5.18.2.】, the number of shares, voting rights and voting rights exercised by shareholders present at the original shareholders' meeting shall be included in the total number of shares, voting rights and voting rights of the shareholders present at the postponed or renewed meeting of shareholders who have registered to participate in the original shareholders' meeting by video and who have completed the registration.
5.18.5. In accordance with 【5.18.2.】, when the shareholders' meeting is postponed or renewed, there is no need to re-discuss and resolve the proposal that has completed the voting and counting, and announces the voting result or the election list of directors and supervisors.
5.18.6. In the event that the Company convenes a video-assisted shareholders' meeting and 【5.18.2.】 cannot be renewed, if the total number of shares present at the shareholders' meeting by video is deducted, the total number of shares present at the shareholders' meeting by video still reaches the statutory quota for the shareholders' meeting, the shareholders' meeting shall continue without the need to postpone or continue the meeting in accordance with 【5.18.2.】.
5.18.7. In the event of 【5.18.6.】, the number of shares present at the shareholders' meeting shall be included in the total number of shares of the shareholders present in the event of 【5.18.6.】 the shareholders who should continue to participate in the shareholders' meeting by video, but shall be regarded as an abstention in respect of all the proposals of the shareholders' meeting.
5.18.8. The Company shall postpone or renew the meeting in accordance with the provisions of 【5.18.2.】, and shall handle the relevant pre-operations in accordance with the provisions of Item 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, in accordance with the date of the original shareholders' meeting and the provisions of each article.
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5.18.9. The Company shall postpone or renew the date of the shareholders' meeting in accordance with the date of the shareholders' meeting specified in Article 12 and item 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and item 2 of Article 44-5, Article 44-15 and Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
5.19. Handling for Digital Divide
When the Company convenes a video shareholders' meeting, it shall provide appropriate alternative measures to shareholders who will have difficulties in attending the shareholders by video. Except for the circumstances stipulated in Item 6, Article 44-9, of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least shareholders shall be provided with connection equipment and necessary assistance, and the period during which shareholders may apply to the Company and other relevant notices shall be specified matter.
5.20. Other Matters
5.20.1. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
5.20.2. Where any matter is not stipulated in these Rules, it shall be handled in accordance with the Company Act and other relevant laws and regulations and the Article of Incorporation of the Company.
5.20.3. These Rules, any amendments hereto, shall be implemented after adoption by shareholders' meetings.
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Appendices 3
Merry Electronics Co., Ltd.
Directors’ Shareholding Status
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The paid-in capital of the Company is NT$ 2,538,269,140 on 28 March 2026. The issued and outstanding shares are 253,826,914 shares.
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According to Article 26 of Securities and Exchange Act, the minimum shareholding of all of the directors is 12,000,000 shares.
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As of the book closure date of this annual shareholders' meeting, the shareholding of all of directors in the shareholders book, which complies with the requirement under Article 26 of Securities and Exchange Act, are as follows:
| Title | Name | Shareholdings in the shareholders book as of 28 March 2026 (share) |
|---|---|---|
| Chairperson | Zongquan Investment Co., Ltd. | |
| Representative: | ||
| Liao, Lu-Lee | 3,218,272 | |
| Director | Wei, Wen-Chieh | 7,762,611 |
| Director | L.J.R. Investment Co., Ltd. | |
| Representative: | ||
| Huang, Chao-Li | 4,057,502 | |
| Director | L.J.R. Investment Co., Ltd. | |
| Representative: | ||
| Liao, Chung-Hsi | 4,057,502 | |
| Director | RULYMEI Investment Co., Ltd. | |
| Representative: | ||
| Liao, Keng-Pin | 7,053,316 | |
| Director | Shuzheng Investment Co., Ltd. | |
| Representative: | ||
| Soh, Yong-Seng | 2,181,433 | |
| Independent Director | Sher, Jih-Hsin | 0 |
| Independent Director | Chen, Ting-Ju | 0 |
| Independent Director | Lee, Fang-Ting | 0 |
| Total shares of all directors | 24,273,134 |
- The name, shareholding and discharged reason of the discharged director as of 28 March 2026: None.
Appendices 4
Dividend Policy
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The industrial environment of the Company is apt to change, and the enterprise life cycle stays in a stage of stable growth, and it is necessary to consider the budget for the future capital expenditure and funding requirement, and measure the necessity to cope with funding requirement by earnings, to determine the amount for retaining or distributing the earnings and the distribution amount of shareholder bonus in cash..
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The net profit after final accounting, except for withholding of income tax in accordance with laws, shall be utilized for make-up of the loss of previous years, and secondly setting aside 10% of the remaining earnings as a legal reserve; however, when the legal reserve has reached paid in capital of the Company, it will not be listed. After setting aside or reversing special reserve in accordance with laws when necessary, the balance after adding the undistributed earnings of the previous year will be the accumulated distributable earnings. The board of directors shall propose an earning distribution proposal for the shareholders' meeting to resolve the distribution. For the earning distribution proposal proposed by the board of directors, in accordance with financial, business and operational factors, allocate within the limit of not less than 30% of the new distributable surplus in the current period and not more than 80% of the accumulated distributable earning, and the distribution of the shareholder bonus shall be given priority in cash dividends and shall also be distributed in the form of stock dividends, provided that the proportion of cash dividends distributed shall not be less than 30% of the total dividend. To authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
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If the Company generates profit in the current year, allocations should be made as follows: 1. At least five percent for employee compensation, including at least one percent for the compensation of junior employees; 2. No more than two percent for director compensation. However, if the Company has accumulated losses, amounts required for loss coverage should be reserved in advance. The determination of distribution ratios for employee and director compensation, and whether employee compensation is distributed in stock or cash, should be resolved by the Board of Directors with attendance by more than two-thirds of directors and approval by a majority of directors present, and be reported at the shareholders' meeting. Employees eligible for the distribution of compensation may include employees of subsidiaries or affiliates that meet the criteria set by the Board of Directors.
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Appendices 5
Explanation for the proposal excluded from this annual shareholders' meeting
The explanation for handling of proposals in this annual shareholders' meeting:
Explanation:
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According to Article 172-1 of the Company Act, any shareholder holding one percent or more of the total number of outstanding shares may propose to the Company a written proposal for discussion at an annual shareholders' meeting, provided that only one agenda shall be allowed, and such proposal shall be elaborated by 300 words or less.
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The period for collecting proposals from shareholders for this annual shareholders' meeting is from March 20 to March 30 in 2026 and announcement was made at the Market Observation Post System in accordance with the relevant laws and regulations.
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The Company had not received any proposal from shareholders.
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MERRY Official website