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Metaage — AGM Information 2026
Apr 24, 2026
52501_rns_2026-04-24_e90018c3-1990-41c7-b866-c28f7d24ed1c.pdf
AGM Information
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METAGE 通達特
Code: 6112
Metaage Corporation
2026 Annual General Shareholders' Meeting
Meeting Agenda
(Translation)
Metaage Corporation 2026 Annual Meeting of Shareholders
Time: 9:00 a.m. on Tuesday, May 26, 2026
Location: 3F, No. 168, Jingye 4th Rd., Zhongshan Dist., Taipei City (Area C of Grand Victoria Hotel)
Method of Convening the Meeting: Physical shareholders' meeting
Agenda:
I. Report Items... 2
(I) To report the business of 2025... 2
(II) Audit Committee’s Audit Report... 2
(III) To report the distribution of employees’ and directors’ remuneration of 2025... 2
(IV) To report the cash dividends distribution of 2025 earnings... 2
II. Proposals and Discussion Items... 2
(I) To accept the 2025 business report and financial statements... 2
(II) To accept the proposal for the distribution of 2025 earnings... 3
(III) To lift non-competition restrictions on current directors and their representatives... 3
III. Extraordinary Motions... 3
IV. Meeting Adjourn... 3
Attachments
I. A Business Report... 4
II. Audit Committee’s Audit Report... 9
III. Independent Auditors’ Report and Financial Statements... 10
IV. The 2025 Earnings Distribution Proposal... 26
V. List of Non-Competition Restrictions on Current Directors and Their Representatives... 27
Appendices
I. Rules of Procedure for Shareholder Meetings... 28
II. Articles of Incorporation... 33
III. Current Shareholding of Directors... 40
I. Report Items
(I) Business Report of 2025
Please refer a business report of 2025 to Attachment I (page 4-8).
(II) Audit Committee’s Audit Report
Please refer audit Committee’s Audit Report to Attachment II (page 9).
(III) To report the distribution of employees’ and directors’ remuneration of 2025.
Distribution of NT$40,670,720 and NT$3,812,880 in cash as remunerations to employees and to directors, respectively, by the resolution of the Board of Directors held on March 4, 2026.
(IV) To report the cash dividends distribution of 2025 earnings.
A. According to Article 22-1 of the company’s Article of Incorporation, if earnings distribution plan is performed by means of cash dividends, the resolution thereof shall be reported in the Shareholders’ Meeting.
B. The proposed distribution is allocated from the 2025 earnings available for distribution, and cash dividends amounts to NT$310,789,604 are distributing to shareholders at NT$1.65 per share. It is approved by the meeting of the Board of Directors held on March 4, 2026, and the Chairman of the Board of Directors is authorized to determine the ex-dividend date and payment date for the cash dividend distribution and other related matters.
C. If the cash dividend distribution ratio is modified due to change of the company’s total number of outstanding common shares, the Chairman of the Board of Directors is authorized with full power to adjust the distribution ratio.
II. Proposals and Discussion Items
Proposal 1 (proposed by the Board of Directors):
To accept the 2025 business report and financial statements.
Explanation:
(A) The company’s 2025 financial statements have been audited by Hung-Wen Fu and Chun-Wei Chuang, Certified Public Accountants of KPMG, and determined to be a fair representation of the financial conditions as of December 31, 2025, and its 2025 financial performance and cash flows. Please refer a Business Report to Attachment I (page 4-8).
(B) For Independent Auditors’ Report and Financial Statements, please refer to Attachment III (Page 10-25).
Resolution:
Proposal 2(proposed by the Board of Directors):
To accept the proposal for the distribution of 2025 earnings.
Explanation: For the 2025 Earnings Distribution Proposal, please refer to Attachment IV(page 26).
Resolution:
Proposal 3(proposed by the Board of Directors):
To lift non-competition restrictions on current directors and their representatives.
Explanation:
(A) According to Article 209 of the Company Act, any director conducting business for himself/herself/itself or on another's behalf, the scope of which business is within the scope of the company's business, shall explain at the Shareholders' Meeting the essential contents of such conduct, and obtain approval from shareholders in the Meeting.
(B) It is proposed for the shareholders meeting to approve lifting non-competition restrictions on directors as who may invest or operate a business which is similar to the business scope of the company.
(C) The list of non-competition restrictions proposed to be lifted by the company on each director in the 2026 shareholders meeting is attached hereto as Attachment V (page 27).
Resolution:
IV. Extraordinary Motions
V. Meeting Adjourn
Attachment I
A Business Report
Greetings to all of our valued shareholders,
With the concerted efforts of the company's management team and all colleagues, we have gained deep insights into market trends and demands, continuously cultivated our agency brands, and established diversified products and service models in response to market developments. These initiatives aim to meet the multifaceted needs of enterprise digital applications, enhance added value, and strengthen competitive advantages within the industry. The following is the report on the company's operating performance for 2025 and the business plan for 2026:
(A) Implementation of Business Plan
In 2025, the company continued to deepen cooperation with principal vendors, strengthen technical integration, and enhance channel service capabilities on the foundation of multi-brand agency operations. Efforts focused on three growth pillars—Cloud, AI, and Cybersecurity—yielding concrete phased achievements.
- Cloud: Expanding vendor cooperation and channel coverage
Building on the cloud operations and service foundation established in 2024, the company further strengthened internal capabilities, solution development, and channel promotion in 2025, earning recognition from vendors. The company received the Microsoft Partner of the Year Awards for its Azure-based METAMatch cloud ecosystem, which effectively connects ISVs, resellers, and partners to accelerate enterprise AI and cloud adoption.
Additionally, cooperation with Akamai was reinforced, resulting in partner awards that reflect the company's ability to promote integrated cloud and security solutions. In January 2026, the company obtained AWS Taiwan Distributor status, extending the cloud channel layout and integration efforts of 2025 and establishing a higher-level starting point for future expansion.
- AI: Dual-axis approach—"Infrastructure + Ecosystem Applications"
The company's AI positioning goes beyond single-point products, supporting resellers and customers with foundational needs such as computing, storage, networking, and data platforms across public cloud and on-premises data centers.
Through METAMatch (AI Cloud Marketplace/Ecosystem Matching Platform), ISV solutions are integrated with existing agency brands into packaged offerings, enabling channels to deliver "one-stop solutions" that improve efficiency and shorten customer decision cycles.
- Cybersecurity: Expanding into AI-driven threats and PQC (Post-Quantum Cryptography)
Facing rapidly evolving attack methods and the trend of "AI-enabled threats," the company advanced along two directions:
- AI for Security / Security for AI: Incorporating AI into detection and monitoring while addressing risks inherent to AI applications (model risks, data leakage, API abuse, supply chain vulnerabilities).
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PQC and forward-looking topics: Addressing risks such as "steal now, decrypt later," the company has outlined PQC transformation and localization services, including asset encryption inventory, CBOM, hybrid PKI/signature frameworks, preparing for next-generation security upgrades.
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Overall Operations: Sustained growth with trend-driven adjustments
Major product lines maintained growth in 2025, with cloud and security driving expansion in technical markets. For 2026, the company will continue to align market demand, vendor strategies, and channel execution capabilities, ensuring clear, verifiable, and impactful investment directions
(B) Budget implementation: Not applicable. The company did not disclose any financial forecast for 2025 to the public.
(C) Financial status and profitability analysis
- Financial status:
According to the consolidated financial statements, the net cash inflow from operating activities for the company in 2025 was NT$1.067 billion. The net cash inflow from investing activities was NT$45 million, and the net cash outflow from financing activities was NT$756 million. Excluding the impact of exchange rate fluctuations, the net increase in cash and cash equivalents for the period was NT$343 million, resulting in a cash and cash equivalents balance of NT$1.724 billion at the end of the period.
- Profitability analysis:
According to the consolidated financial statements, the gross profit margin, return on assets, return on equity, ratio of pre-tax net profit to paid-in capital, and net profit margin for 2025 were 14.42%, 3.46%, 7.42%, 29.11%, and 1.78%, respectively.
(D) Research and development status:
- AI applications:
Developing "Cross-Brand Reference Architecture + ISV Application Ecosystem" into turnkey solutions.
The company's R&D efforts in AI applications focus on simultaneously addressing "common infrastructure requirements during customer adoption" and "application-level implementation."
(1) Cross-Brand Integrated Reference Architecture: Centered on public cloud and on-premises data center scenarios, the company consolidated key components such as computing, storage, networking, data platforms, and management tools into replicable integration specifications and deployment paths. This provides resellers and customers with consistent frameworks and reduces the cost of designing AI projects from scratch.
(2) METAMatch ISV Application Integration: Through the METAMatch cloud marketplace, the company connected ISV/SI ecosystem partners, combining AI tools and scenario-based solutions with existing cloud and infrastructure offerings into "one-stop turnkey solutions," accelerating adoption across industries and distribution channels.
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- Cybersecurity R&D:
Developing a “One-Stop Cybersecurity Service” framework with modular integration of 16 cybersecurity application scenarios.
In response to rapidly evolving threats and increasing enterprise compliance requirements, the company adopted a “service-oriented + modular” design approach. The one-stop cybersecurity service framework covers the full lifecycle: prevention, detection/response, and recovery/optimization. By integrating multiple cybersecurity vendor capabilities into 16 modular applications, customers can adopt solutions in phases based on risk priorities and resource conditions, rather than undergoing a full-scale overhaul.
- Outlook for 2026:
Focusing on AI-driven demand, emerging cybersecurity issues, and cloud/on-premises integration, while strengthening agency and integration capabilities.
Looking ahead to 2026, the company’s R&D and solution integration will follow the principles of “clear market demand, transparent implementation methods, and verifiable outcomes.” Efforts will continue to expand capabilities in the following areas, further reinforcing the “One-Stop Cybersecurity Service” as the core platform for cross-brand integration and solution promotion:
(1) Emerging AI applications and AI-related risk management:
Addressing issues such as data protection, access control, and model/application security for enterprises adopting generative AI. The company will continue to strengthen solution portfolios and implementation methods to ensure AI applications can be deployed under clear, auditable standards.
(2) New cybersecurity scenarios and cross-brand product integration:
Building on the existing “One-Stop Cybersecurity Service” and 16 modular applications, the company will further integrate different cybersecurity and infrastructure brands it represents. Solutions will be designed according to practical application scenarios—such as ransomware protection, zero trust, cloud defense, data leakage prevention, and operational resilience—allowing channels and customers to quickly adopt “scenario-driven” rather than “brand-driven” solutions.
(3) Cross-brand cloud/on-premises integration and implementation feasibility:
With hybrid and multi-cloud environments becoming the norm, the company will continue to enhance cross-platform integration design, management frameworks, and channel feasibility. This ensures that solutions maintain consistent deployment logic and replicability across diverse cloud and on-premises environments.
II. Conclusion and Outlook
(A) Business model transformation:
Transitioning from product distribution to strengthening “solution implementation and service operation capabilities.”
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Metaage is moving beyond the traditional role of a brand distributor, evolving into a company focused on solution implementation and service operations. Through three major pillars—MSP platforms, AI solution development, and scenario-driven cybersecurity integration—the company leverages its reseller network, multi-brand advantages, and dual-channel expansion strategies to continuously improve market responsiveness, solution replicability, and long-term competitiveness. This positions Metaage as a long-term partner for enterprises pursuing cloud adoption, intelligence, and cybersecurity resilience.
(B) Deepening AI and cybersecurity core capabilities to establish solid competitive barriers:
Facing the challenges of AI adoption, multi-cloud architectures, and cybersecurity management, the company has built strong competitive barriers through three core capabilities to ensure market leadership in 2026:
- Driving AI implementation: Metaage has advanced from single-point technical support to "scaled solution development." By establishing cross-brand AI integration frameworks and collaborating with METAMatch cloud marketplace partners, the company consolidates complex AI tools into "one-stop turnkey AI solutions," effectively accelerating channel expansion and industry adoption.
- Strengthening cybersecurity protection: Cybersecurity has become a fundamental capability within the company's technical system. With the "One-Stop Cybersecurity Service Framework" as its core, Metaage has developed 16 modular application scenarios (such as ransomware protection, zero trust, and cloud defense), enabling customers to quickly adopt cross-brand integrated solutions based on actual risks, ensuring operational resilience.
- Integrating existing technical resources: The company has successfully unified MSP platforms, AI solutions, and cybersecurity services into a consolidated product and technology framework. This ensures that technology investments are no longer fragmented. Through this highly replicable, verifiable, and operable solution system, Metaage provides enterprises with more effective growth momentum.
(C) International compliance certifications and overseas operational momentum:
As cybersecurity, sustainability, and compliance have become baseline requirements for enterprises, Metaage has obtained ISO 27001 (Information Security Management), ISO 45001 (Occupational Health and Safety), and ISO 14064-1 (Greenhouse Gas Inventory) certifications. These standards are embedded into daily operations and service design, strengthening regulatory compliance and risk management capabilities.
At the same time, leveraging professional resources from overseas offices in the United States and South Africa, Metaage is transitioning from a single-market operator to a multinational service provider. By integrating group subsidiaries' expertise in ERP, SaaS, and ESG, the company enhances its support for multinational enterprises, effectively diversifies single-market risks, and injects strong momentum into globalization and long-term growth.
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(D) Driving growth and creating long-term value through technological barriers and global deployment:
Looking ahead to 2026, Metaage will continue to uphold its core philosophy of "brand-driven channels and cloud/on-premises integration," prioritizing operational quality improvement and profitability optimization. The company will deepen its AI and cybersecurity core capabilities, building strong technological barriers through "one-stop turnkey AI solutions" and "modular cybersecurity protection." At the same time, Metaage will transform ISO international compliance strengths into operational resilience, steadily expanding cross-regional service momentum in the United States and South Africa. By integrating the technological advantages of agency brands with the market energy of resellers, Metaage will accelerate its transformation from a traditional IT distributor into a "digital service platform enterprise" with service operation and cross-industry integration capabilities. Through dual momentum from platform-based operations and global deployment, Metaage aims to deliver long-term and stable investment returns for shareholders.
Sincerely yours,
Chairman: Joshua Tzeng
President: Jason Shih
Accounting Supervisor: Mavis Lin
Attachment II
Audit Committee’s Audit Report
The undersigned has duly audited the Operating Report, Financial Statements and Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2025. Hung-Wen Fu and Chuang, Chun Wei Certified Public Accountants of KPMG have audited the Financial Statements. The 2025 Financial Statements, Business Report, Independent and Auditors Report have been reviewed and determined to be correct and accurate by the Audit Committee of Metaage Corporation. I, as the Chair of the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act, and Article 219 and 228 of the Company Act.
Sincerely,
Metaage Corporation
2026 Annual General Shareholders’ Meeting
Chair of the Audit Committee: James Wang
March 4, 2026
Attachment III
Independent Auditors' Report
To the Board of Directors of METAAGE CORPORATION:
Opinion
We have audited the consolidated financial statements of METAAGE CORPORATION and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, 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 Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 of our opinion.
Other Matter
We did not audit the financial statements of certain subsidiaries of the Group and investments accounted for using the equity method. Those financial statements were audited by other auditors. Therefore, our opinion, insofar as it relates to the amounts included for those subsidiaries and investees, is based solely on the reports of other auditors. The total assets of those subsidiaries constituted 5.46% and 4.50% of the total consolidated assets as of December 31, 2025 and 2024, respectively, and the total operating revenue constituted 2.91% and 2.90% of the consolidated operating revenue for the years ended December 31, 2025 and 2024, respectively. In addition, the recognized investments accounted for using the equity method constituted 0.00% of the total consolidated assets as of both December 31, 2025 and 2024, and the recognized shares of profit or loss of associates accounted for using equity method constituted 0.00% and 1.78% of the consolidated profit before tax and consolidated loss before tax for the years ended December 31, 2025 and 2024, respectively.
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METAAGE CORPORATION has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion with other matter paragraph.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Valuation of inventories
Please refer to Note 4(h) for the accounting policy for inventories, Note 5 for significant accounting assumptions and judgments, and major sources of estimation uncertainty, and Note 6(f) for the details and related expenses for inventories.
Description of key audit matter:
Inventories are measured at the lower of cost or net realizable value. Since information products, such as network and servers, are constantly evolving, and prices impact end-consumers' decisions on expenditure, sales of related products may fluctuate, resulting in a risk that the cost of inventories may exceed their net realizable values. Consequently, the estimate of the net realized value of inventories, dependent on management's subjective judgment, was considered to be a matter of high concern in our audit of the consolidated financial statements.
How the matter was addressed in our audit:
Our audit procedures included evaluating the reasonableness of the Group's policy for recognizing inventory allowances and verifying whether inventory valuation was conducted pursuant to the established accounting policy; reviewing inventory aging reports and analyzing changes in inventory aging; examining inventory sales conditions and assessing the basis for net realizable value adopted, thereby verifying the reasonableness of the estimated net realizable value of inventories and the recognition of the allowance for inventory loss; reviewing whether the Group has appropriately disclosed relevant information regarding inventory valuation.
2. Impairment of goodwill
Please refer to Note 4(m) for the accounting policy on impairment of non-financial assets, Note 5 for significant accounting assumptions and judgments, and major sources of estimation uncertainty, and Note 6(m) for the assessment of impairment of goodwill.
Description of key audit matter:
Significant goodwill arising from the acquisitions of Brainstorm Corporation and COREX (PTY) LTD is annually subject to impairment test or when there are indications that goodwill may have been impaired. The assessment of the recoverable amount of goodwill involves management's judgment and estimation. Accordingly, the assessment of impairment of goodwill was considered to be a matter of high concern in our audit of the consolidated financial statements.
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KPMG
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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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.
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Obtain sufficient and 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Fu, Hung-Wen and Chuang, Chun-Wei.
KPMG
Taipei, Taiwan (Republic of China)
February 26, 2025
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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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.
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Obtain sufficient and 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Fu, Hung-Wen and Chuang, Chun-Wei.
KPMG
Taipei, Taiwan (Republic of China)
March 4, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
METAAGE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets: | Current liabilities: | |||||||||||
| 1100 | Cash and cash equivalents (Note 6(a)) | $ 1,724,124 | 12 | 1,380,992 | 10 | 2100 | Short-term borrowings (Note 6(p)) | $ 2,665,318 | 19 | 3,051,583 | 23 | |
| 1110 | Current financial assets at fair value through profit or loss (Note 6(b)) | 4,193 | - | 16,026 | - | 2110 | Short-term notes and bills payable (Note 6(q)) | - | - | 199,844 | 1 | |
| 1141 | Current contract assets (Note 6(e)) | 96,961 | 1 | 58,976 | 1 | 2120 | Current financial liabilities at fair value through profit or loss (Note 6(b)) | 3,482 | - | 20 | - | |
| 1170 | Notes and accounts receivable, net (Notes 6(d) and (e)) | 2,645,940 | 18 | 2,063,295 | 21 | 2130 | Contract liability (Notes 6(a), (e) and 7) | 1,302,477 | 9 | 536,446 | 4 | |
| 1180 | Accounts receivable due from related parties, net (Notes 6(d), (a) and 7) | 81,953 | 1 | 92,438 | 1 | 2170 | Notes and accounts payable (Notes 6(e) and 7) | 3,327,487 | 23 | 2,871,412 | 21 | |
| 1300 | Inventories (Notes 6(f) and (e)) | 5,841,478 | 41 | 4,875,385 | 36 | 2200 | Other payables (Note 7) | 594,541 | 4 | 552,650 | 4 | |
| 1410 | Prepayments (Notes 6(e) and 7) | 65,474 | - | 69,763 | 1 | 2280 | Current lease liabilities (Notes 6(a) and 7) | 89,234 | 1 | 82,724 | 1 | |
| 1470 | Other current assets (Note 6(a)) | 276,639 | 2 | 193,823 | 1 | 2320 | Long-term borrowings, current portion (Note 6(r)) | 215,739 | 2 | 17,955 | - | |
| 10,736,762 | 75 | 9,550,698 | 71 | 2399 | Other current liabilities | 11,383 | - | 17,329 | - | |||
| Non-current assets: | 8,209,661 | 58 | 7,329,963 | 54 | ||||||||
| 1510 | Non-current financial assets at fair value through profit or loss (Note 6(b)) | 825,878 | 6 | 800,908 | 6 | Non-current liabilities: | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Note 6(c)) | 108,859 | 1 | 125,119 | 1 | 2540 | Long-term borrowings (Note 6(c)) | 184,350 | 1 | 432,988 | 3 | |
| 1550 | Investments accounted for using equity method (Note 6(g)) | 1,978 | - | 1,953 | - | 2580 | Non-current lease liabilities (Note 6(a)) | 298,892 | 2 | 356,453 | 3 | |
| 1600 | Property, plant and equipment (Notes 6(k), 7 and 8) | 816,221 | 6 | 956,065 | 7 | 2600 | Other non-current liabilities (Notes 6(t) and (u)) | 184,115 | 1 | 219,977 | 2 | |
| 1755 | Right-of-use assets (Note 6(l)) | 352,052 | 2 | 416,666 | 3 | Total liabilities | 667,357 | 4 | 1,009,418 | 8 | ||
| 1780 | Intangible assets (Notes 6(h) and (m)) | 932,808 | 7 | 1,004,388 | 8 | Equity attributable to owners of parent: | 8,877,018 | 62 | 8,339,381 | 62 | ||
| 1840 | Deferred income tax assets (Note 6(u)) | 292,279 | 2 | 343,996 | 3 | 3100 | Share capital (Note 6(v)) | 1,883,573 | 13 | 1,883,573 | 14 | |
| 1931 | Long-term accounts receivable (Notes 6(d) and (e)) | 35,591 | - | 46,415 | - | 3200 | Capital surplus (Notes 6(i) and (v)) | 1,246,172 | 9 | 1,222,895 | 9 | |
| 1990 | Other non-current assets (Notes 6(a) and (t)) | 168,237 | 1 | 160,082 | 1 | 3310 | Legal reserve (Note 6(v)) | 552,865 | 4 | 541,533 | 4 | |
| 3,533,903 | 25 | 3,855,392 | 29 | 3350 | Unappropriated retained earnings (Note 6(v)) | 590,786 | 4 | 372,450 | 3 | |||
| 3400 | Other equity interest | 33,314 | - | 53,368 | - | |||||||
| Total equity attributable to owners of parent | 4,306,710 | 30 | 4,073,819 | 30 | ||||||||
| Non-controlling interests (Note 6(j)) | 1,086,937 | 8 | 993,090 | 8 | ||||||||
| Total equity | 5,393,647 | 38 | 5,066,909 | 38 | ||||||||
| Total assets | $ 14,270,665 | 100 | 13,406,290 | 100 | Total liabilities and equity | $ 14,270,665 | 100 | 13,406,290 | 100 |
See accompanying notes to the consolidated financial statements.
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
METAAGE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| For the years ended December 31 | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 6(x) and 7) | $ 21,838,980 | 100 | 18,377,478 | 100 |
| 5000 | Operating costs (Notes 6(f), (t), 7 and 12) | 18,690,020 | 86 | 15,993,919 | 87 |
| Gross profit | 3,148,960 | 14 | 2,383,559 | 13 | |
| Operating expenses (Notes 6(d), (t), (y), 7 and 12): | |||||
| 6100 | Selling expenses | 2,264,296 | 10 | 2,117,321 | 11 |
| 6200 | General and administrative expenses | 325,681 | 1 | 324,645 | 2 |
| 6300 | Research and development expenses | 68,964 | 1 | 74,365 | - |
| 6450 | Expected credit loss (Reversal of expected credit loss) | (3,016) | - | 3,391 | - |
| 2,655,925 | 12 | 2,519,722 | 13 | ||
| Net operating income (loss) | 493,035 | 2 | (136,163) | - | |
| Non-operating income and expenses: | |||||
| 7010 | Other income (Notes 6(b), (e), (s), (z) and 7) | 57,624 | 1 | 22,267 | - |
| 7100 | Interest income | 12,694 | - | 11,870 | - |
| 7020 | Other gains and losses (Notes 6(g), (s) and (z)) | 99,085 | 1 | 170,897 | - |
| 7050 | Finance costs (Notes 6(s), (z) and 7) | (114,202) | (1) | (112,677) | - |
| 7060 | Share of profit (loss) of associates accounted for using equity method (Note 6(g)) | 25 | - | (1,156) | - |
| 55,226 | 1 | 91,201 | - | ||
| Profit (loss) before income tax | 548,261 | 3 | (44,962) | - | |
| 7950 | Less: Income tax expenses (benefits) (Note 6(u)) | 160,279 | 1 | (31,248) | - |
| Profit (Loss) | 387,982 | 2 | (13,714) | - | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans (Note 6(t)) | 482 | - | 2,368 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (16,260) | - | 4,930 | - |
| 8320 | Share of other comprehensive income of associates for using equity method (Note 6(g)) | - | - | (274) | - |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (Note 6(u)) | 22 | - | (317) | - |
| Items that may not be reclassified subsequently to profit or loss | (15,756) | - | 6,707 | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (17,525) | - | 48,116 | - |
| 8399 | Less: Income tax related to components of other comprehensive income that may be reclassified to profit or loss | - | - | - | - |
| Items that may be reclassified subsequently to profit or loss | (17,525) | - | 48,116 | - | |
| 8300 | Other comprehensive income, net of tax | (33,281) | - | 54,823 | - |
| Total comprehensive income | $ 354,701 | 2 | 41,109 | - | |
| Profit (loss) attributable to: | |||||
| 8610 | Owners of parent | $ 342,682 | 2 | 113,561 | |
| 8620 | Non-controlling interests | 45,300 | - | (127,275) | - |
| $ 387,982 | 2 | (13,714) | - | ||
| Comprehensive income (loss) attributable to: | |||||
| 8710 | Owners of parent | $ 322,628 | 2 | 137,804 | - |
| 8720 | Non-controlling interests | 32,073 | - | (96,695) | - |
| $ 354,701 | 2 | 41,109 | - | ||
| Earnings per share (Note 6(w)) | |||||
| 9750 | Basic earnings per share (NT dollars) | $ 1.82 | 0.60 | ||
| 9850 | Diluted earnings per share (NT dollars) | $ 1.81 | 0.60 |
See accompanying notes to the consolidated financial statements.
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
METAAGE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
Balance on January 1, 2024
Profit (loss)
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Reversal of special reserve
Cash dividends
Distribution of cash dividend by subsidiaries to non-controlling interests
Changsu in ownership interests in subsidiaries
Proceeds from the disposal of forfeited funds from employee stock ownership trust
Acquisition of non-controlling interests in a business combination
Disposal of investments accounted for using equity method
Balance on December 31, 2024
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends
Distribution of cash dividend by subsidiaries to non-controlling interests
Difference arising from subsidiary's share price and its carrying value from
respiration or disposal
Changes in ownership interests in subsidiaries
Proceeds from the disposal of forfeited funds from employee stock ownership trust
Balance on December 31, 2025
| Share capital | Capital surplus | Retained earnings | Exchange differences on translation of foreign financial statements | Consultant gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | Remeasurement of defined benefit | Total equity attributable to owners of parent | Non-controlling interests | Total equity | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | ||||||||
| $ 1,803,573 | 1,219,380 | 482,299 | 17,108 | 819,236 | (13,691) | 43,111 | (41) | 4,450,983 | 843,820 | 3,294,803 |
| - | - | - | - | 113,561 | - | - | - | 113,561 | (127,273) | (13,714) |
| - | - | - | - | - | 18,517 | 4,950 | 778 | 24,243 | 30,380 | 34,823 |
| - | - | - | - | 113,561 | 18,517 | 4,950 | 778 | 137,804 | (96,695) | 41,109 |
| - | - | - | - | - | - | - | - | - | - | - |
| - | - | 59,234 | - | (59,234) | - | - | - | - | - | - |
| - | - | - | (17,108) | 17,108 | - | - | - | - | - | - |
| - | - | - | - | (517,983) | - | - | - | (517,983) | - | (517,983) |
| - | - | - | - | - | - | - | - | - | (25,020) | (25,020) |
| - | 729 | - | - | - | - | - | - | 729 | - | 729 |
| - | 2,786 | - | - | - | - | - | - | 2,786 | 68 | 2,854 |
| - | - | - | - | - | - | - | - | - | 270,917 | 270,917 |
| - | - | - | - | (248) | (502) | 248 | - | (502) | - | (502) |
| 1,803,573 | 1,222,895 | 541,533 | - | 372,450 | 4,324 | 48,309 | 735 | 4,873,819 | 993,090 | 5,066,909 |
| - | - | - | - | 342,682 | - | - | - | 342,682 | 45,300 | 387,982 |
| - | - | - | - | - | (4,243) | (15,975) | 164 | (20,854) | (13,227) | (33,281) |
| - | - | - | - | 342,682 | (4,243) | (15,975) | 164 | 322,628 | 32,073 | 354,701 |
| - | 11,332 | - | - | (11,332) | - | - | - | - | - | - |
| - | - | - | - | (113,814) | - | - | - | (113,814) | - | (113,014) |
| - | - | - | - | - | - | - | - | - | (32,447) | (32,447) |
| - | (131) | - | - | - | - | - | - | (131) | (3,716) | (3,847) |
| - | 21,978 | - | - | - | - | - | - | 21,978 | 97,937 | 119,915 |
| - | 1,430 | - | - | - | - | - | - | 1,430 | - | 1,430 |
| $ 1,803,573 | 1,246,172 | 552,865 | - | 590,786 | 81 | 32,334 | 899 | 4,306,710 | 1,086,937 | 5,393,647 |
See accompanying notes to the consolidated financial statements.
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
METAAGE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
Cash flows from operating activities:
Profit (loss) before income tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Gains (losses) on disposal of property, plant and equipment
Expected credit loss (Reversal of expected credit loss)
Net gains (losses) on valuation of financial assets (liabilities) at fair value through profit or loss
Share of profit (loss) of associates accounted for using equity method
Interest expense
Interest income
Dividend income
Gain on disposal of investments accounted for using equity method
Share-based compensation cost
Gains on lease modification and others
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Total net changes in operating assets:
Notes and accounts receivable (including long-term and related parties)
Inventories
Contract assets
Prepayments and other current assets
Other non-current assets
Total changes in operating assets
Total net changes in operating liabilities:
Contract liability
Notes and accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflows generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash inflows from operating activities
Cash flows from investing activities:
Proceeds from capital reduction of non-current financial assets at fair value through profit or loss
Acquisition of non-current financial assets at fair value through profit or loss
Acquisition of non-current financial assets at fair value through other comprehensive income
Net cash inflows from business combination
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other current assets
Net cash inflows (outflows) from investing activities
Cash flows from financing activities:
Increase (decrease) in short-term borrowings
Increase (decrease) in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in guarantee deposits
Payments of lease liabilities
Capital injection from non-controlling interests
Change in non-controlling interests
Cash dividends paid
Dividends to non-controlling interests from subsidiaries
Proceeds from the disposal of forfeited funds from employee stock ownership trust
Net cash outflows from financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| $ 548,261 | (44,962) | |
| 144,702 | 158,200 | |
| 88,940 | 91,949 | |
| (28,954) | 8,442 | |
| (3,016) | 3,391 | |
| 15,805 | (145,445) | |
| (25) | 1,156 | |
| 114,202 | 112,677 | |
| (12,694) | (11,870) | |
| (46,051) | (17,488) | |
| - | (44,823) | |
| 1,447 | - | |
| (273) | (1,606) | |
| 274,083 | 154,583 | |
| 241,289 | 119,324 | |
| (990,955) | (53,800) | |
| (37,985) | (3,685) | |
| (17,502) | 21,089 | |
| (4,332) | (15,429) | |
| (809,485) | 67,499 | |
| 766,031 | 194,082 | |
| 456,075 | 534,383 | |
| 59,047 | (14,809) | |
| (5,946) | (6,368) | |
| (578) | (182) | |
| 1,274,629 | 707,106 | |
| 465,144 | 774,605 | |
| 739,227 | 929,188 | |
| 1,287,488 | 884,226 | |
| 12,614 | 11,879 | |
| 46,051 | 17,488 | |
| (114,606) | (113,990) | |
| (164,914) | (200,710) | |
| 1,066,633 | 598,893 | |
| 6,820 | - | |
| (32,300) | - | |
| - | (2,000) | |
| - | 62,756 | |
| (11,885) | (61,079) | |
| 155,175 | 158 | |
| (8,305) | (17,196) | |
| (2,580) | (628) | |
| (62,000) | (110,044) | |
| 44,835 | (128,033) | |
| (386,265) | 211,047 | |
| (199,844) | 199,844 | |
| - | 207,598 | |
| (50,854) | (17,063) | |
| (63) | (14) | |
| (89,710) | (99,790) | |
| 118,222 | - | |
| (3,881) | - | |
| (113,014) | (517,983) | |
| (32,447) | (25,020) | |
| 1,676 | 3,583 | |
| (756,180) | (37,798) | |
| (12,156) | 41,469 | |
| 343,132 | 474,531 | |
| 1,380,992 | 906,461 | |
| $ 1,724,124 | 1,380,992 |
See accompanying notes to the consolidated financial statements.
Independent Auditors' Report
To the Board of Directors of METAAGE CORPORATION:
Opinion
We have audited the parent company only financial statements of METAAGE CORPORATION(“the Company”), which comprise the parent company only balance sheet as of December 31, 2025 and 2024, the parent company only statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only 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 Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 of our opinion.
Other Matter
We did not audit the financial statements of certain investments accounted for using equity method. Those financial statements were audited by other auditors. Therefore, our opinion, insofar as it relates to amounts included for those investees, is based solely on the reports of the other auditors. The recognized investments accounted for using the equity method constituted 4.11% and 3.99% of the total assets as of December 31, 2025 and 2024, respectively, and the recognized share of profit or loss of subsidiaries and associates accounted for using equity method constituted 4.60% and 6.87% of the profit before tax for the years ended December 31, 2025 and 2024, respectively.
18
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Valuation of inventories
Please refer to Note 4(g) for the accounting policy for inventories, Note 5(a) for significant accounting assumptions and judgments, and major sources of estimation uncertainty, and Note 6(f) for the details and related expenses for inventories.
Description of key audit matter:
Inventories are measured at the lower of cost or net realizable value. Since information products, such as network and servers, are constantly evolving, and prices impact end-consumers' decisions on expenditure, sales of related products may fluctuate, resulting in a risk that the cost of inventories may exceed their net realizable values. Consequently, the estimate of the net realized value of inventories, dependent on management's subjective judgment, was considered to be a matter of high concern in our audit of the parent company only financial statements.
How the matter was addressed in our audit:
Our audit procedures included evaluating the reasonableness of the Company's policy for recognizing inventory allowances and verifying whether inventory valuation was conducted pursuant to the established accounting policy; reviewing inventory aging reports and analyzing changes in inventory aging; examining inventory sales conditions and assessing the basis for net realizable value adopted, thereby verifying the reasonableness of the estimated net realizable value of inventories and the recognition of the allowance for inventory loss; reviewing whether the Company has appropriately disclosed relevant information regarding inventory valuation.
- Valuation of inventories and impairment of goodwill included in investment in subsidiaries
Please refer to Notes 4(g) and (m) for the accounting policy for inventories and impairment of non-financial assets, Note 5(b) for significant accounting assumptions and judgments, and major sources of estimation uncertainty for the valuation of inventories and impairment of goodwill. Please refer to Note 6(g) for the information of investments in subsidiaries. Please refer to Note 6(h) for impairment of goodwill.
Description of key audit matter:
The significant goodwill arising from the acquisitions of Brainstorm Corporation and COREX (PTY) LTD., as well as the inventories of the Company's subsidiaries, have been included in the carrying amounts of the investments accounted for using the equity method in the parent-company-only financial statements. Inventories are measured at the lower of cost or net realizable value. Since information products, such as network and servers, are constantly evolving, and prices impact end-consumers' decisions on expenditure, sales of related products may fluctuate, resulting in a risk that the cost of inventories may exceed their net realizable values. Consequently, the estimate of the net realized value of inventories, dependent on management's subjective judgment. The goodwill is annually subject to impairment test or when there are indications that goodwill may have been impaired. The assessment of the recoverable amount of goodwill involves management's judgment and estimation. Accordingly, the valuation of inventories and assessment of impairment of goodwill included in subsidiaries were considered to be a matter of high concern in our audit of the parent company only financial statements.
19
How the matter was addressed in our audit:
Regarding valuation of inventories, our audit procedures included evaluating the reasonableness of the subsidiaries’ policy for recognizing inventory allowances and verifying whether inventory valuation was conducted pursuant to the established accounting policy; reviewing inventory aging reports and analyzing changes in inventory aging; examining inventory sales conditions and assessing the basis for net realizable value adopted, thereby verifying the reasonableness of the estimated net realizable value of inventories and the recognition of the allowance for inventory loss.
Regarding assessment of impairment of goodwill, our audit procedures included obtaining the impairment assessment report provided by external experts commissioned by the management; reviewing the impairment assessment report and evaluating the reasonableness of the valuation methods, parameters, and assumptions used; performing a sensitivity analysis of the test results; and reviewing whether the Company has appropriately disclosed relevant information regarding the goodwill impairment assessment.
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 Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
20
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method 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 that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Fu, Hung-Wen and Chuang, Chun-Wei.
KPMG
Taipei, Taiwan (Republic of China)
March 4, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) METAAGE CORPORATION
Balance Sheets
December 31, 2025 and 2024
(in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| Current assets: | Current liabilities: | ||||||||
| 1100 Cash and cash equivalents (Note 6(a)) | $ 756,989 | 8 | 671,552 | 7 | 2100 Short-term borrowings (Note 6(a)) | $ 2,200,000 | 22 | 2,600,000 | 27 |
| 1110 Current financial assets at fair value through profit or loss (Note 6(b)) | 4,193 | - | 16,004 | - | 2110 Short-term notes and bills payable (Note 6(a)) | - | - | 199,844 | 2 |
| 1170 Notes and accounts receivable, net (Notes 6(d) and (w)) | 1,872,060 | 19 | 1,979,464 | 20 | 2120 Current financial liabilities at fair value through profit or loss (Note 6(b)) | 3,477 | - | 10 | - |
| 1180 Accounts receivable due from related portion, net (Notes 6(d), (w) and 7) | 103,794 | 1 | 72,091 | 1 | 2130 Contract liability (Notes 6(a) and (w)) | 1,155,451 | 12 | 404,933 | 4 |
| 1300 Inventories (Notes 6(f) and (m)) | 3,988,545 | 40 | 3,669,518 | 38 | 2170 Notes and accounts payable (Note 7) | 1,542,352 | 16 | 1,570,442 | 17 |
| 1410 Prepayments (Notes 6(a) and 7) | 9,380 | - | 9,948 | - | 2200 Other payables (Note 7) | 325,271 | 3 | 375,706 | 4 |
| 1470 Other current assets (Notes 6(c) and 7) | 40,426 | - | 30,745 | - | 2280 Current lease liabilities (Notes 6(a) and 7) | 30,488 | - | 29,006 | - |
| 6,775,387 | 68 | 6,449,322 | 66 | 2320 Long-term borrowings, current portion (Note 6(p)) | 212,008 | 2 | 14,146 | - | |
| Non-current assets: | 2399 Other current liabilities | 1,703 | - | 1,576 | - | ||||
| 1510 Non-current financial assets at fair value through profit or loss (Note 6(b)) | 825,878 | 8 | 800,908 | 8 | 5,470,750 | 55 | 5,195,663 | 54 | |
| 1517 Non-current financial assets at fair value through other comprehensive income (Note 6(c)) | 107,328 | 1 | 123,149 | 1 | Non Current liabilities: | ||||
| 1550 Investments accounted for using equity method (Notes 6(g), (h), (i) and 7) | 1,248,775 | 13 | 1,192,302 | 12 | 2540 Long-term borrowings (Note 6(p)) | 151,322 | 2 | 395,543 | 4 |
| 1600 Property, plant and equipment (Notes 6(i), 7 and 8) | 601,923 | 6 | 758,478 | 8 | 2580 Non-current lease liabilities (Notes 6(g) and 7) | 26,392 | - | 31,553 | - |
| 1735 Sight-of-use assets (Note 6(k)) | 55,507 | 1 | 58,702 | 1 | 2640 Other non-current liabilities (Notes 6(g) and (t)) | 15,934 | - | 27,802 | - |
| 1760 Investment property, net (Notes 6(l) and 8) | 104,283 | 1 | 82,500 | 1 | 193,648 | 2 | 454,898 | 4 | |
| 1840 Deferred income tax assets (Note 6(h)) | 139,463 | 1 | 141,388 | 2 | Total Liabilities | 5,664,398 | 57 | 5,650,561 | 58 |
| 1931 Long-term notes receivable (Notes 6(d) and (w)) | 24,055 | - | 32,255 | - | Equity attributable to owners of parent: | ||||
| 1990 Other non-current assets (Note 6(e)) | 88,509 | 1 | 85,376 | 1 | 3100 Share capital (Note 6(e)) | 1,883,573 | 19 | 1,883,573 | 19 |
| 3,195,721 | 32 | 3,275,058 | 34 | 3200 Capital surplus (Notes 6(i) and (a)) | 1,246,172 | 12 | 1,222,895 | 13 | |
| 3310 Legal reserve (Note 6(a)) | 552,865 | 6 | 541,533 | 5 | |||||
| 3350 Unappropriated retained earnings (Note 6(a)) | 590,786 | 6 | 372,450 | 4 | |||||
| 3400 Other equity interest | 33,314 | - | 53,368 | 1 | |||||
| Total equity | 4,306,710 | 43 | 4,075,819 | 42 | |||||
| Total assets | $ 9,971,108 | 100 | $ 9,724,380 | 100 | Total liabilities and equity | $ 9,971,108 | 100 | $ 9,724,380 | 100 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
METAAGE CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| For the years ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 6(w) and 7) | $ 12,207,004 | 100 | 11,321,414 | 100 |
| 5000 | Operating costs (Notes 6(f) and 7) | 10,524,816 | 86 | 9,537,674 | 84 |
| Gross profit | 1,682,188 | 14 | 1,783,740 | 16 | |
| Operating expenses (Notes 6(s), (x), 7 and 12): | |||||
| 6100 | Selling expenses | 1,166,092 | 10 | 1,049,519 | 10 |
| 6200 | General and administrative expenses | 206,432 | 2 | 210,991 | 2 |
| 6300 | Research and development expenses | 27,018 | - | 29,053 | - |
| 1,399,542 | 12 | 1,289,563 | 12 | ||
| Net operating income | 282,646 | 2 | 494,177 | 4 | |
| Non-operating income and expenses: | |||||
| 7010 | Other income (Notes 6(b), (c), (q), (y), 7 and 12) | 57,240 | - | 28,818 | - |
| 7100 | Interest income (Note 7) | 4,243 | - | 14,826 | - |
| 7020 | Other gains and losses (Notes 6(g), (q), (y) and 7) | 73,075 | 1 | 193,492 | 2 |
| 7050 | Finance costs (Notes 6(q), (y) and 7) | (60,259) | - | (53,947) | - |
| 7070 | Share of profit (loss) of subsidiaries and associates accounted for using equity method (Note 6(g)) | 106,955 | 1 | (512,132) | (5) |
| 181,254 | 2 | (328,943) | (3) | ||
| Profit before income tax | 463,900 | 4 | 165,234 | 1 | |
| 7950 | Less: Income tax expenses (Note 6(t)) | 121,218 | 1 | 51,673 | - |
| Profit | 342,682 | 3 | 113,561 | 1 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (15,821) | - | 4,960 | - |
| 8330 | Share of other comprehensive income of subsidiaries and associates for using equity method (Note 6(g)) | 10 | - | 492 | - |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | - | - |
| Items that may not be reclassified subsequently to profit or loss | (15,811) | - | 5,452 | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (4,243) | - | 18,791 | - |
| 8399 | Less: Income tax related to components of other comprehensive income that may be reclassified to profit or loss | - | - | - | - |
| Items that may be reclassified subsequently to profit or loss | (4,243) | - | 18,791 | - | |
| 8300 | Other comprehensive income, net of tax | (20,054) | - | 24,243 | - |
| Total comprehensive income | $ 322,628 | 3 | 137,804 | 1 | |
| Earnings per share (Note 6(v)): | |||||
| 9750 | Basic earnings per share (NT dollars) | $ 1.82 | 0.60 | ||
| 9850 | Diluted earnings per share (NT dollars) | $ 1.81 | 0.60 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
METAAGE CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
Balance on January 1, 2024
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends
Changes in equity of subsidiaries accounted for using equity method
Proceeds from the disposal of forfeited funds from employee stock ownership trust
Disposal of investments accounted for using equity method
Balance on December 31, 2024
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends
Difference between consideration and carrying amount of subsidiaries' share acquired
Changes in equity of subsidiaries accounted for using equity method
Proceeds from the disposal of forfeited funds from employee stock ownership trust
Balance on December 31, 2025
| Share capital | Capital surplus | Retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from investment in equity instruments measured at fair value through other comprehensive income | Remeasurements of defined benefit | Total equity | ||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | ||||||
| $ 1,883,573 | 1,219,380 | 482,299 | 17,108 | 819,246 | (13,691) | 45,111 | (41) | 4,450,985 |
| - | - | - | - | 113,561 | - | - | - | 113,561 |
| - | - | - | - | - | 18,517 | 4,950 | 776 | 24,243 |
| - | - | - | - | 113,561 | 18,517 | 4,950 | 776 | 137,804 |
| - | - | - | - | - | - | - | - | - |
| - | - | 59,234 | - | (59,234) | - | - | - | - |
| - | - | - | - | 17,108 | - | - | - | - |
| - | - | - | - | (17,108) | - | - | - | (517,983) |
| - | 729 | - | - | - | - | - | - | 729 |
| - | 2,786 | - | - | - | - | - | - | 2,786 |
| - | - | - | - | (248) | (502) | 248 | - | (502) |
| - | 1,883,573 | 1,222,895 | 541,533 | 372,458 | 4,324 | 48,309 | 735 | 4,073,819 |
| - | - | - | - | 342,682 | - | - | - | 342,682 |
| - | - | - | - | - | (4,245) | (15,975) | 164 | (20,054) |
| - | - | - | - | 342,682 | (4,245) | (15,975) | 164 | 322,628 |
| - | - | 11,332 | - | (11,332) | - | - | - | - |
| - | - | - | - | (113,014) | - | - | - | (113,014) |
| - | (131) | - | - | - | - | - | - | (131) |
| - | 21,978 | - | - | - | - | - | - | 21,978 |
| - | 1,430 | - | - | - | - | - | - | 1,430 |
| $ 1,883,573 | 1,246,172 | 552,865 | - | 598,786 | 81 | 32,334 | 899 | 4,306,718 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) METAAGE CORPORATION
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| For the years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Profit before income tax | $ 463,900 | 165,234 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 57,697 | 67,440 |
| Amortization expense | 5,072 | 2,273 |
| Gains (losses) on disposal of property, plant and equipment | (28,960) | 17 |
| Net gains (losses) on valuation of financial assets (liabilities) at fair value through profit or loss | 15,788 | (145,697) |
| Share of profit (loss) of subsidiaries and associates accounted for using equity method | (106,955) | 512,132 |
| Interest expense | 60,259 | 53,947 |
| Interest income | (4,243) | (14,826) |
| Dividend income | (46,051) | (17,488) |
| Gain on disposal of investments accounted for using equity method | - | (44,823) |
| Losses on lease modification and others | 34 | 24 |
| Total adjustments to reconcile profit (loss) | (47,359) | 412,999 |
| Changes in operating assets and liabilities: | ||
| Total net changes in operating assets: | ||
| Notes and accounts receivable (including long-term and related parties) | 83,901 | 177,295 |
| Inventories | (334,467) | (383,109) |
| Payments and other current assets | (9,113) | (22,110) |
| Other non-current assets | (7,549) | (9,247) |
| Total net changes in operating assets | (267,228) | (237,171) |
| Total net changes in operating liabilities: | ||
| Contract liability | 750,518 | 163,942 |
| Notes and accounts payable | (28,090) | 338,042 |
| Other payables | (3,631) | (40,763) |
| Other current liabilities | 127 | 197 |
| Total net changes in operating liabilities | 718,924 | 461,418 |
| Total net changes in operating assets and liabilities | 451,696 | 224,247 |
| Total adjustments | 404,337 | 637,246 |
| Cash inflows generated from operations | 868,237 | 802,480 |
| Interest received | 4,243 | 15,305 |
| Dividends received | 73,541 | 50,343 |
| Interest paid | (60,260) | (54,060) |
| Income taxes paid | (163,448) | (212,543) |
| Net cash inflows from operating activities | 722,313 | 601,525 |
| Cash flows from investing activities: | ||
| Acquisition of non-current financial assets at fair value through profit or loss | (32,300) | - |
| Acquisition of investments accounted for using equity method | (4,808) | (447,130) |
| Return of capital from investments accounted for using equity method | 30,000 | - |
| Proceeds from disposal of investments accounted for using equity method | 927 | - |
| Acquisition of property, plant and equipment | (886) | (15,652) |
| Proceeds from disposal of property, plant, and equipment | 155,070 | 117 |
| Proceeds from capital reduction of non-current financial assets at fair value through profit or loss | 6,820 | - |
| Increase in refundable deposits | (656) | (5,149) |
| Decrease in other receivables | - | 87,821 |
| Net cash inflows (outflows) from investing activities | 154,167 | (379,993) |
| Cash flows from financing activities: | ||
| Increase (decrease) in short-term borrowings | (400,000) | 150,000 |
| Increase (decrease) in short-term notes and bills payable | (199,844) | 199,844 |
| Proceeds from long-term borrowings | - | 200,000 |
| Repayments of long-term borrowings | (46,359) | (13,891) |
| Decrease in guarantee deposits | (63) | (14) |
| Payments of lease liabilities | (33,193) | (41,885) |
| Cash dividends paid | (113,014) | (517,983) |
| Proceeds from the disposal of forfeited funds from employee stock ownership trust | 1,430 | 2,786 |
| Net cash outflows from financing activities | (791,043) | (21,143) |
| Increase in cash and cash equivalents | 85,437 | 200,389 |
| Cash and cash equivalents, beginning of period | 671,552 | 471,163 |
| Cash and cash equivalents, end of period | $ 756,589 | 671,552 |
See accompanying notes to parent company only financial statements.
Attachment IV
Metaage Corporation
The 2025 Earnings Distribution Proposal
| Unit: NT$ | |
|---|---|
| Net income of 2025 | 342,682,303 |
| Less: Provisioned as Legal Reserve | (34,268,230) |
| Retained earnings available for distribution in 2025 | 308,414,073 |
| Add: Unappropriated retained earnings from previous years | 248,104,348 |
| Retained earnings available for distribution as of December 31, 2025 | 556,518,421 |
| Distributable Items: | |
| Cash Dividend (NT$1,650 for every 1,000 common shares) | (310,789,604) |
| Unappropriated retained earnings after earnings distribution | 245,728,817 |
Note: The cash dividend distribution to each shareholder will be paid to the rounded-down full NT dollar. Amounts less than one whole NT dollar are rounded-down to the nearest NT dollar. The aggregate unpaid cash dividend resulting from the above rounded-down, will be distributed to shareholders in the descending order of decimal point and the ascending order of shareholder account numbers, until the total amount of the approved cash dividend has been fully distributed.
Attachment V
List of Non-Competition Restrictions on Current Directors and Their Representatives
| Director | Released restriction items | |
|---|---|---|
| Qisda Corporation | QISDA ELECTRONICS CORP. | Corporate Director (Chairman) |
| ECOLUX Technology Co., Ltd. | Corporate Director | |
| Patungkuon Aerospace and Technology Co., Ltd. | Corporate Director | |
| Dunpin No.5 Innovation Investment Co., Ltd. | Corporate Director | |
| Dragonfly Unmanned Aircraft Systems Co., Ltd. | Corporate Director | |
| Phoenix 7 Innovation & Venture Investment Co., Ltd. | Corporate Director | |
| Earthgen Technology Co., Ltd. | Corporate Director | |
| Joshua Tzeng | ECOLUX Technology Co., Ltd. | Director(Legal representative) |
| Arivor Technologies Co., Ltd. | Director(Legal representative) | |
| Jasmin Hung | BenQ Materials Corp. | Director(Legal representative) |
| James Wang | Phoenix 7 Innovation & Venture Investment Co., Ltd. | Supervisor |
| Phoenix 10 Innovation & Venture Investment Co., Ltd. | Supervisor | |
| Robert Lai | Zhongyue Smart Water Co., Ltd. | Director(Legal representative) |
| Kwang Ming Silk Mill Co., Ltd. | Independent Director | |
| Sonia Lo | Mega International Commercial Bank Co., Ltd. | Independent Director |
Appendix I
Metaage Corporation Rules and Procedures for Shareholders' Meeting
Article 1: Metaage Corporation (the "Company") shall convene the shareholders' meeting in accordance with these Rules of Procedures (the "Rules")
Article 2: Shareholders attending at shareholders' meetings shall wear attendance cards, and hand in a sign-in card in lieu of signing in.
Article 2-1: The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 2-2: To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual
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shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Article 3: The chairman of a shareholders' meeting shall call the meeting to order at the time when the meeting is scheduled to commence, as the number of shares represented by the attending shareholders has constituted more than an aggregate of one half of the total outstanding shares issued. If the number of shares represented by the attending shareholders has not yet constituted more than an aggregate of one half of the total outstanding shares issued, the chairman may postpone the time for the meeting. The postponements shall only reach two times at most, and the meeting shall not be postponed for more than 20 minutes at the first time and 10 minutes at the second time in total. If after two postponements the shares represented by attending shareholders has not reached the quorum but has constituted more than one third of the total of outstanding shares issued, a tentative resolution may be passed in accordance with the article 175 of the Company Act.
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 shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
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Article 4: The meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting; And the process of the meeting shall be audio and video recording as preserved for at least 1 year. Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end, kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
When a meeting is in progress, the chair may announce a break based on time considerations. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs, except by a resolution of the shareholders meeting. After the meeting adjourned, the shareholders meeting may not appoint a chair to adopt a resolution to resume the meeting at original or another venues.
Article 5: When a shareholder attending a shareholders' meeting wishes to speak, he or she should fill out a speech note with a summary of the speech, shareholder's account number (or the number of attendance card) and the account name of the shareholder in advance. The sequence of speeches shall be determined by the chairman.
Article 6: When a meeting is in progress, the chair may announce a break based on time considerations.
Article 7: The order in which shareholders speak will be set by the chair in discussion of the proposal. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words.
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Article 8: Each preposition shall not exceed 5 minutes, and its discussion, inquiries, and replies shall not exceed 3 minutes; however, if permitted by the chairman, he or she shall draw the meeting out for another 3 minutes.
Article 9: A person may not speak more than twice on the same proposal.
Article 10: The chairman may announce end of discussion of an item listed in the agenda and submit the item for voting if the chairman deems that the item is ready for voting in discussion of the proposal.
Article 11: When the company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. 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.
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.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
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Article 12: 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.
The shareholders’ proposals complying with the Article 172-1 of the Company Act, which are classified into the same category of the proposal submitted by the Board of Directors, shall be deemed as the amendment of the proposal submitted by the Board of Directors, and the Chairman may combine them into one proposal to deal with.
Article 13: Where it is impossible to continue proceeding with the meeting due to natural disasters (typhoon, flood, earthquake, etc.) or other accidents (an air-raid or fire alarm, etc.), the chairman the meeting should be stopped immediately or re-scheduled.
Article 14: Any matters which are not adequately provided for herein shall be subject to the Company Act, the articles of incorporation, and other relevant laws and regulations.
Article 15: The rules and any amendment shall take effect after being approved at the shareholders’ meeting.
Article 16: These rules and procedures were enacted on April 10, 2000.
The 1st amendment was made on May 27, 2002.
The 2nd amendment was made on June 9, 2006.
The 3rd amendment was made on June 28, 2017.
The 4th amendment was made on May 24, 2023.
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Appendix II
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is incorporated in accordance with the Company Act with the name of 遇達特數位股份有限公司 in Traditional Chinese and Metaage Corporation in English.
Article 2: The Company engages in the following types of business:
I. I301010 Information Software Services
II. F113050 Wholesale of Computers and Clerical Machinery Equipment
III. CC01050 Data Storage Media Units Manufacturing
IV. F118010 Wholesale of Computer Software
V. F113070 Wholesale of Telecommunication Apparatus
VI. CC01060 Wired Communication Mechanical Equipment Manufacturing
VII. CC01070 Wireless Communication Mechanical Equipment Manufacturing
VIII. F401010 International Trade
IX. F213060 Retail Sale of Telecommunication Apparatus
X. F218010 Retail Sale of Computer Software
XI. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
XII. I301020 Data Processing Services
XIII. I301030 Electronic Information Supply Services
XIV. I601010 Rental and Leasing
XV. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may provide endorsements and guarantees for others for business and investment purposes.
Article 4: The limitation as stated in Article 13 of the Company Act does not apply to the total amount of external investments of the Company.
Article 5: The Company is headquartered in Taipei City, and branches or offices at home and abroad may be set up by resolution of the Board of Directors.
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34
Chapter 2 Shares
Article 6: The total authorized capital of the Company is Two Billion Five Hundred Million New Taiwan Dollar (NT$2,500,000,000) divided into two hundred and fifty million (250,000,000) shares with a par value of Ten New Taiwan Dollar (NT$10) and to be issued installment. The Board is authorized to decide on the issuance of unissued shares as necessary.
Three Hundred Million New Taiwan Dollar (NT$300,000,000), divided into thirty million (30,000,000) shares with a par value of Ten New Taiwan Dollar (NT$10), shall be reserved from the total authorized capital stated in the preceding paragraph to issue stock options or stock warrants, including employee stock options and warrant bonds, for share subscription. The Board is authorized to issue such shares in installments.
With the consent of over two thirds of the voting rights of the shareholders in a meeting of shareholders attended by shareholders representing over one half of the total issued shares, the Company may issue employee stock options at a subscription price below the market value or transfer treasury stock to employees at an average price below the actual buy-back price.
Article 6-1: The Company may transfer the treasury stock purchased according to the Stocks and Exchange Act to employees of controlled or subordinate companies meeting specific requirements. Employees qualified for receiving the employee stock options may include employees of controlled or subordinate companies meeting specific requirements. When the Company issues new shares, employees of controlled or subordinate companies meeting specific requirements are qualified for subscription. When the Company issues restricted stock awards, employees of controlled or subordinate companies meeting specific requirements are qualified for subscription.
Article 7: The Company may issue shares without printing share certificates. If the Company decides to print share certificates for the issued shares, the Company shall comply with the Company Act and related laws and regulations. The share certificates of the Company shall all be name-bearing share certificates and issued in accordance with the Company Act and related laws and regulations.
Article 8: The Company handles stock services in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authorities.
Article 9: Registration for transfer of shares shall be suspended within sixty days before the date of the annual general meeting of shareholders and within thirty days before the date of the extraordinary general meeting of shareholders, or within five days before the day on which dividends, bonuses, or other benefits are scheduled to be paid by the Company.
Chapter 3 Meetings of Shareholders
Article 10: Meetings of shareholders include the annual general meeting (AGM) of shareholders and extraordinary general meeting (EGM) of shareholders:
I. The AGM shall be held once a year within six months after the end of each accounting year.
II. The EGM shall be held as necessary.
The AGM shall be convened thirty days in advance, while the EGM shall be convened fifteen days in advance. Shareholders shall be informed of the date, place, and purpose of the meeting by a meeting notice.
The company's shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 11: Shareholders unable to attend a meeting of shareholders for any reasons may assign a proxy to represent them according to Article 177 of the Company Act and state the scope of authorization in a power of attorney as stipulated in the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies of the competent authorities.
Article 12: Each shareholder of the Company is entitled to one vote per share.
Article 13: Except as otherwise required by the Company Act, resolutions of the meetings of shareholders shall be approved by over one half of the voting rights of the shareholders in a meeting of shareholders attended by shareholders representing over one half of the total issued shares. Shareholders may exercise their voting rights electronically in accordance with the relevant laws and regulations.
Chapter 4 Directors
Article 14: The chairperson of the Board shall chair the meetings of shareholders. When the chairperson is absent or unable to exercise their powers, a proxy shall be assigned in accordance with Article 208 of the Company Act.
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Article 15: Resolutions made at a meeting of shareholders shall be adopted in the meeting minutes containing information regarding the date, place, chair, and resolutions of the meeting. The minutes shall be signed or sealed by the chair and preserved.
Article 16: The Company shall have seven to eleven directors, and the Board is authorized to determine the exact number of directors through discussion. The term of office is three years and the directors shall be eligible for re-election. The candidate nomination system is adopted for the directorial election, and directors shall be elected from among candidates by the meeting of shareholders.
A minimum of three seats or one fifth of the total number of directors shall be independent directors. The professional qualifications, limitations on the shareholding and concurrent jobs, nomination, and other requirements for independent directors as stated in the preceding paragraph shall be subject to the related regulations of the competent authorities of securities.
The total amount of registered shares held by all directors shall not exceed the percentage specified by the competent authorities.
Article 16-1: The Company shall establish the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act to exercise the powers of supervisors as stated in the Company Act, the Securities and Exchange Act, and other related laws and regulations.
Article 17: The Board shall be formed by directors. The chairperson shall be elected by over one half of the directors in a Board meeting attended by over two thirds of all directors. A vice chairperson may be elected as necessary. The chairperson represents the Company externally.
Article 18: The Board meeting shall be convened by the chairperson. Except as otherwise required by the Company Act, a Board resolution shall be approved by over one half of the directors in a Board meeting attended by over one half of all directors. Directors absent from the Board meeting for any reasons may assign other directors to represent them.
A Board meeting may be convened in writing or by e-mail or fax.
Article 19: The Board is authorized to determine the remuneration of all directors through discussion. The Board may determine by resolution to distribute the honorarium to directors according to the general standard in the industry and purchase the liability insurance for directors.
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Chapter 5 Managers
Article 20: The Company may hire several managers whose appointment, dismissal, and remuneration shall be subject to Article 29 of the Company Act.
Chapter 6 Accounting
Article 21: At the end of each fiscal year, the Board shall produce the (1) business report, (2) financial statements, and (3) earnings distribution or deficit compensation proposal and submit them to the AGM in accordance with law.
Article 22: If there is profit in the year, the Company shall appropriate 5-20% as the reward for employees and no more than 1% as the reward for directors. When there is a deficit, however, the amount for compensation shall first be reserved.
The distribution of compensation for grassroots employees shall not be less than 10% of the total compensation for the aforementioned employees.
If there is net profit after the account is closed, the Company shall first pay the taxes and compensate the previous deficits before appropriating 10% as the legal reserve (except when the accumulated amount of the legal reserve equals the amount of the paid-in capital). The special reserve may be appropriated or reversed based on the operational needs and by law. The remaining balance, if any, shall be combined with the accumulated beginning unappropriated earnings for the Board to formulate a proposal for allocation as dividends and submitted to the AGM for resolution.
If the retained earnings in the preceding paragraph are distributed in cash dividends, the Board is authorized to make a decision and report it to the meeting of shareholders.
The recipients of the employee reward, either in stock or in cash, as stated in paragraph 1 shall include employees meeting specific requirements of controlled companies or subsidiaries. The Board or a person authorized by the Board shall be authorized to determine these requirements and the methods of distribution.
Article 22-1: The Company may distribute new shares or cash using the legal reserve or additional paid-in capital in accordance with Article 241 of the Company Act.
If it is distributed in cash, the Board is authorized to make a decision and report it to the meeting of shareholders.
Article 23: In the startup and growth stages, the Company adopts the residual dividend policy. After the end of the fiscal year, based on the profit in the year and the accumulated profit in the previous years and in
consideration of the profit status, capital structure, and future operational needs, if there is profit after the final accounting and the amount of distributable earnings in the year exceeds 2% of the total authorized capital, the dividends shall not be lower than 10% of the distributable earnings of the year. Dividends are distributed either in cash or in stock, and the minimum amount of cash dividends shall be 10% of the total amount of dividends.
Article 24: (deleted)
Article 25: (deleted)
Chapter 7 Supplementary Provisions
Article 26: Matters not provided for herein shall be subject to the Company Act and the related laws and regulations.
The same shall apply to amendments thereto.
These Articles of Incorporation were established on April 8, 1998.
The 1st amendment was made on July 15, 1998.
The 2nd amendment was made on January 21, 1999.
The 3rd amendment was made on April 1, 1999.
The 4th amendment was made on June 10, 1999.
The 5th amendment was made on November 22, 1999.
The 6th amendment was made on April 10, 2000.
The 7th amendment was made on September 5, 2000.
The 8th amendment was made on March 27, 2001.
The 9th amendment was made on May 27, 2002.
The 10th amendment was made on May 27, 2003.
The 11th amendment was made on May 18, 2004.
The 12th amendment was made on June 13, 2007. However, Article 22, paragraph 1, subparagraph 2 was validated after the approval of the competent authorities on January 1, 2008.
The 13th amendment was made on June 13, 2008.
The 14th amendment was made on June 16, 2009.
The 15th amendment was made on June 18, 2010.
The 16th amendment was made on June 18, 2012.
The 17th amendment was made on June 23, 2014.
The 18th amendment was made on June 24, 2015.
The 19th amendment was made on June 13, 2016.
The 20th amendment was made on June 28, 2017.
The 21st amendment was made on May 28, 2019.
The 22nd amendment was made on August 1, 2019.
The 23rd amendment was made on September 26, 2019.
The 24th amendment was made on May 28, 2020.
38
The 25th amendment was made on August 25, 2021.
The 26th amendment was made on May 26, 2022.
The 27th amendment was made on May 27, 2025.
39
Appendix III
Metaage Corporation
Shareholding of Directors
2026/3/28
| Title | Name | No. of Shareholding | Shareholding % |
|---|---|---|---|
| Chairman | Qisda Corporation | ||
| Representative: Joshua Tseng | 96,841,239 | 51.41 | |
| Director | Qisda Corporation | ||
| Representative: Joe Huang | |||
| Qisda Corporation | |||
| Representative: Jasmin Hung | |||
| Qisda Corporation | |||
| Representative: Sonny Kuo | |||
| Independent Director | James Wang | — | — |
| Robert Lai | |||
| Sonia Lo | |||
| The minimum shareholding of all directors | 11,301,440 | 6.00 | |
| Total shareholding of all directors | 96,841,239 | 51.41 |