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MIC — AGM Information 2026
Apr 28, 2026
52526_rns_2026-04-28_997cd2ef-c36c-4b1f-b2f9-cf9e71f573e7.pdf
AGM Information
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Stock Code: 6196
Taiwan Stock Exchange
Market Observation Post
System:
https://mops.twse.com.tw
Company Website:
https://www.micb2b.com
MBC Marketech International Corp.
Handbook for the 2026 Annual General Meeting of Shareholders
Time : May 29, 2026 (Friday) at 9:00 a.m.
Venue: 14F., No.3-1, Yuancyu St., Nangang Dist., Taipei City
DISCLAIMER
THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2023 ANNUAL GENERAL MEETING (THE “HANDBOOK”) OF MARKETECH INTERNATIONAL CORP. (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
Marketech International Corp.
Handbook for the 2026 Annual General Meeting of Shareholders
Table of Contents
Page
I. Meeting Procedures... 1
II. Meeting Agenda... 2
III. Matters to Report... 3
IV. Matters for Ratification... 4
V. Extempore Motion... 5
VI. Adjournment... 5
Annexes
1. Business Report in 2025... 6
2. Financial Statements and Report of Independent Accountants in 2025... 9
3. Audit Committee’s Review Report in 2025... 31
4. Status of implementing the provision of endorsements and guarantees to others in 2025... 32
5. Implementation of the 5th domestic unsecured convertible bonds in 2025... 34
6. Ratification of Earnings Distribution in 2025... 35
Appendixes
1. Articles of Incorporation... 36
2. Rules of Shareholders’ Meeting... 41
3. Shareholdings of Directors... 43
4. The Impact of Stock Dividend Issuance proposed in this Annual General Meeting of Shareholders on the Company’s Business Performance, Earnings Per Share, and Return on Shareholders’ Investment... 44
5. Information on Employees’ Compensation and Directors’ Remuneration... 45
Additional Information... 46
Marketech International Corp.
Handbook for the 2026 Annual General Meeting of Shareholders
I. Meeting Procedures
- Meeting Commencement Announced
- Chairman's Address
- Chairman's Remarks
- Matters to Report
- Matters for Ratification
- Extempore Motion
- Adjournment
1
Marketech International Corp.
Handbook for the 2026 Annual General Meeting of Shareholders
II. Meeting Agenda
Method: Physical meeting
Time: May 29th, 2026 (Friday) at 9:00 a.m.
Venue: 14F., No.3-1, Yuancyu St., Nangang Dist., Taipei City
- Chairman to announce the commencement of meeting
- Chairman’s Remarks
- Matters to Report
(1) Directors’ Remuneration and Employees’ Compensation in 2025
(2) Business Report in 2025
(3) Audit Committee’s Review Report on the Business Report, Financial Statements and Earnings Distribution in 2025
(4) Report on the Earnings Distribution of Cash Dividends in 2025
(5) Report of implementing endorsements and guarantees to outside parties in 2025
(6) Implementation Report of the 5th domestic unsecured convertible bonds in 2025
(7) Other reports - Matters for Ratification
(1) To ratify Business Report and Finical Statements in 2025
(2) To ratify Earnings Distribution in 2025 - Extempore Motion
- Adjournment
2
III. Matters to Report
Item 1: (proposed by the Board of Directors)
Description: Please refer to the Company’s Directors’ Remuneration and Employees’ Compensation in 2025
Explanation: The directors’ remuneration in 2025 is NT$39,624,824 and employees’ compensation is NT$396,248,244, please refer to “Appendix 5” (page 45) of this handbook.
Item 2: (proposed by the Board of Directors)
Description: Please refer to the Company’s Business Report in 2025
Explanation: Regarding the Company’s Business Report and Financial Statements in 2025, please refer to “Annex 1” (page 6-8) and “Annex 2” (page 9-30) of this handbook.
Item 3: (proposed by the Board of Directors)
Description: Please refer to the Audit Committee’s Review Report on the Business Report, Financial Statements and Earnings Distribution in 2025
Explanation: Regarding the Company’s Audit Committee’s Review Report on the Business Report, Financial Statements and Earnings Distribution in 2025, please refer to “Annex 3” (page 31) of this handbook.
Item 4: (proposed by the Board of Directors)
Description: Please refer to the Report on the Earnings Distribution of Cash Dividends in 2025.
Explanation:
(1) The cash dividend distribution for fiscal year 2025 is proposed in accordance with Article 20 of the Company’s Articles of Incorporation and was approved by the Board of Directors on March 3, 2026. The Company plans to distribute cash dividends totaling NT$1,420,858,030 to shareholders, at NT$6.5 per share (rounded down to the nearest dollar).
(2) If the number of outstanding shares changes due to share buybacks (including repurchase for cancellation or transfer), resulting in an adjustment to the dividend per share, the Chairman is authorized to make necessary adjustments.
Item 5: (proposed by the Board of Directors)
Description: Please refer to the Company’s Report of implementing Endorsements and Guarantees to outside parties in 2025
Explanation: Regarding the Company’s Report of implementing Endorsements and Guarantees to outside parties in 2025, please refer to “Annex 4” (page 32-33) of this handbook.
Item 6: (proposed by the Board of Directors)
Description: Please refer to the Company’s Implementation Report on the execution of the 5th Domestic Unsecured Convertible Bonds in 2025
Explanation: Regarding the Company’s Implementation Report on the execution of the 5th Domestic Unsecured Convertible Bonds in 2025, please refer to “Annex 5” (page 34) of this handbook.
3
4
IV. Matters for Ratification
Item 1: (proposed by the Board of Directors)
Description: Please ratify The Company’s Business Report and Financial Statements in 2025
Explanation:
(1) The Company’s Business Report and Financial Statements in 2025 are completed and approved by the Board of Directors on March 3, 2026 with records. The Annual Financial Statements in 2025 has also been audited by Independent Accountant Hsieh Wei-Li and Independent Accountant Wang, Sung-Tse of PricewaterhouseCoopers (PwC) Taiwan. Aforesaid statements and report are also audited by the audit committees with records.
(2) Aforesaid statements / report and independent accountants’ report are attached. Please refer to “Annex 1” (page 6-8) and “Annex 2” (page 9-30) of this handbook.
Resolution:
Item 2: (proposed by the Board of Directors)
Description: Please ratify the Company’s Earnings Distribution in 2025
Explanation:
(1) Please refer to “Annex 6” (page 35) of the Company’s Earnings Distribution in 2025.
(2) The distributed cash dividend shall be counted only until digit in ones (shall be rounded down to an integer).
(3) According to earnings distribution stated in preceding paragraph, the cash dividend shall be, after the authorization was approved at the General Meeting of Shareholders’, distributed based on the ex-dividends date stipulated by the Board of Directors separately.
Resolution:
V. Extempore Motion
VI. Adjournment
5
[Annex 1: Business Report in 2025]
Marketech International Corp.
2025 Business Report
1. 2025 Operating Results
1.1 Operating results
The consolidated operating revenue of Marketech International Corp. for the year 2025 was NT$51,567,474 thousand, representing a decrease of $15.01\%$ compared to NT$60,675,104 thousand in 2024.
The consolidated net income for 2025 was NT$3,166,189 thousand, representing an increase of 80.17% compared to NT$1,757,290 thousand in 2024.
EPS for 2025 was NT$15.50, representing an increase of 73.38% compared to NT$8.94 in 2024.
Looking ahead, Marketech International Corp. will continue to pursue growth and profitability as its operational objectives, with the aim of maximizing shareholder value.
Summary of the 2025 and 2024 consolidated financial statement is listed as follows:
Unit: NT$ thousands ; %
| Items | 2024 | 2025 | Variance ($) | Variance (%) |
|---|---|---|---|---|
| Operating Revenue | 60,675,104 | 51,567,474 | (9,107,630) | -15.01% |
| Gross Profit | 5,276,372 | 5,651,779 | 375,407 | 7.11% |
| Operating Profit | 2,182,395 | 2,277,589 | 95,194 | 4.36% |
| Net Income | 1,757,290 | 3,166,189 | 1,408,899 | 80.17% |
| Profit attributable to owners of the parent | 1,800,125 | 3,235,818 | 1,435,693 | 79.76% |
| Earnings per share (in dollars) (Note2) | 8.94 | 15.50 | 6.56 | 73.38% |
Note 1: The above information is summarized from consolidated financial statements and independent auditors' reports of 2025 and 2024.
Note 2: The Earnings per share is based on the weighted average number of outstanding shares to calculate the basic earning per share.
1.2 Budget achievability
In 2025, driven by strong demand from industries such as semiconductor foundry, memory, and AI, along with increased customer orders, Marketech International Corp. achieved its budget target for consolidated net income.
The company will continue to strive toward growth and profitability as its core operational objectives.
1.3 Financial receipts, expenditures, and profitability analysis
In 2025, the overall financial inflows and outflows resulted in a net increase in cash and cash equivalents of NT$1,570,850 thousand. This included net cash inflows from operating activities of NT$5,661,243 thousand, net cash outflows from investing activities of NT$1,142,687 thousand, and net cash outflows from financing activities of NT$2,654,422 thousand.
The ending balance of cash and cash equivalents was NT$13,013,564 thousand. For details regarding the financial structure, solvency, and profitability, please refer to the table below and the accompanying financial statements.
| Items | 2024 | 2025 | |
|---|---|---|---|
| Financial structure | Ratio of liabilities to assets (%) | 74.23 | 71.81 |
| Ratio of long-term funds to property, plant and equipment (%) | 496.51 | 473.83 | |
| Solvency | Current ratio (%) | 128.44 | 123.63 |
| Quick ratio (%) | 97.35 | 87.04 | |
| Times interest earned ratio (times) | 6.65 | 20.12 | |
| Profitability | Return on total assets (%) | 4.57 | 6.39 |
7
| Items | 2024 | 2025 | |
|---|---|---|---|
| Return on equity (%) | 15.11 | 22.44 | |
| Ratio of operating profit to capital (%) | 108.41 | 104.19 | |
| Ratio of profit before tax to capital (%) | 131.01 | 177.72 | |
| Net profit margin (%) | 2.90 | 6.14 | |
| Earnings per share (NT dollar) (Note ) | 8.94 | 15.50 |
Note: The Earnings per share is based on the weighted average number of outstanding shares.
1.4 Research and development status
In 2025, total investment in research and development amounted to NT$288,494 thousand, representing an increase of 3.91% compared to NT$277,650 thousand in 2024.
Marketech International Corp.'s R&D team possesses integrated capabilities in advanced process technologies, automation control, and precision machinery, enabling the development of high-tech system equipment and achieving outstanding results.
The major technologies or products successfully developed in 2025 are as follows:
| Year | R&D Performance | Applications |
|---|---|---|
| 2025 | Development of Direct Imaging Lithography Equipment for FPC (Flexible Printed Circuits) | Co-Packaged Optics (CPO) Applications |
| Development of Panel-Type Direct Imaging Lithography Equipment | Panel-Level Packaging (PLP) Applications | |
| Micron-Scale Optical Structure Imprinting Equipment | Co-Packaged Optics (CPO) Applications | |
| Ultrasonic Spray Coating Equipment | Semiconductor Packaging Applications | |
| UV Laser Cutting Equipment | MicroLED (uLED) Manufacturing Process Applications | |
| 3D Dispensing Equipment | MicroLED (uLED) Manufacturing Process Applications | |
| PAGE MAKER Automated Electrophoresis Gel Casting Machine | Laboratory Protein Testing | |
| NGS Smart Testing Platform for BRCA1/2 Sequencing Validation | Genetic Testing Laboratory |
2. Highlights of 2026 business plan
2.1 Operating Strategies
(1) Expand the depth and propensity of the high-tech equipment and material product lines to strengthen foundation for operating revenue growth.
(2) Enhance technical capabilities in electromechanical engineering and facility equipment to maximize the overall integration efficiency of facility management.
(3) Actively introduce collaborations with leading international companies to develop technological capabilities for domestic production process equipment.
(4) Improve equipment installation and maintenance services to enhance expand the depth and propensity of service provided to customers.
(5) Actively develop the applications and service capabilities in the high-tech industry, smart cities, smart hospitals and smart healthcare for the Internet of Things (IoT), Big Data, Artificial Intelligence (AI), 5G private networks, and AR/VR.
(6) Strengthen internationalized professional service capabilities.
2.2 Sales volume forecast and basis thereof
On February 13, 2026, the Directorate-General of Budget, Accounting and Statistics, Executive Yuan announced that the economic growth rate for 2025 was 8.68% and forecasted a growth rate of 7.71% for 2026.
On January 19, 2026, the International Monetary Fund (IMF) released its World Economic Outlook Update,
revising its projection for global economic growth in 2026 upward to 3.3%.
TSMC's capital expenditure reached US$40.9 billion in 2025, and is expected to increase to US$52–56 billion in 2026, representing a growth rate of 27%–37%.
Looking ahead to 2026, under expectations of the overall macroeconomic environment and semiconductor industry development, Marketech International Corp. anticipates that its operating performance will grow in line with the development of the semiconductor industry and its related customers.
2.3 Key Production and Sales Policies
(1) Integrate expertise of MIC Group’s business units to build the Group’s core technology capabilities.
(2) Improve efficiency, reduce costs to enhance competitiveness.
(3) Provide customer full and end-to-end service offerings and enhance the synergy capabilities of business units.
(4) Strengthen services provided by the Company’s overseas subsidiaries to facilitate customer’s international expansion plans.
3. Future Development Strategy
Centered on four major business groups – agency, engineering design, system applications, and R&D and manufacturing – MIC aims to further diversify its services to expand its business worldwide. MIS has implemented AEO, ISO9001, ISO13485, ISO14001, ISO14064, ISO45001, ISO50001, GHG PROTOCOL · SMETA · GMP and bsi to enhance quality and standard. Together, this will increase the Group’s competitiveness, employee confidence, customer trust so as to maximize shareholders’ benefits.
4. Impact of External Competitive Environment, Regulatory Environment and Macroeconomic Environment
Amid the restructuring of the global order and ongoing tariff and trade wars, the demand for international business development and the adjustment of global supply chains are accelerating. MIC Group is intensifying its efforts in project management and procurement management to enhance industry competitiveness through cost and expense control. In the context of globalization, MIC Group is addressing various country-specific policies, regulations, energy conservation and carbon reduction initiatives, net-zero emissions goals, greenhouse gas reduction measures, consumer protection, corporate governance, and corporate social responsibility requirements. MIC Group is committed to providing more professional services to meet the challenges of a dynamic business environment. In the future, it will uphold the spirit of innovation and offer integrated, environmentally friendly, differentiated, digitalized, and smart solutions to further expand its advantages and market presence.
Wishing good health and all the best to our Shareholders.
Sincerely
Chairman: Margaret Kao
President: Scott Lin
Accounting Director: Huang Wei-Cheng
【Annex 2:2025 Financial Statements and Report of Independent countants】
I. 2025 Consolidated Financial Statements and Report of Independent Accountants
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders of Marketech International Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Marketech International Corp. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the 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 in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
~9~
Key audit matters on the consolidated financial statements for the year ended December 31, 2025 were as follows:
Recognition of construction contract revenue
Description
Refer to Note 4(30) for accounting policy on construction contract revenue, Note 5(2) for the details of uncertainty of construction contract accounting estimation and assumptions, and Notes 6(18) and 6(4) for details of construction contract revenue and construction contract cost.
The Group recognized revenue and profit by using the percentage of completion method. This method is also being used to calculate the cost for each contract at year-end. Management will re-evaluate the cost if the budget had increased or decreased, and depending on the cost after adjustment, the percentage of completion will be recalculated. The construction contract revenue may be affected by the appropriateness of determination of cost and estimated cost. Thus, we considered the recognition of construction contract revenue as one of the key audit matters for this year's audit.
How our audit addressed the matter
We tailored the major audit scope as follows:
A. Obtained an understanding of the management's control system and determined whether the contract had been created or significantly changed with respect to estimated cost.
B. Obtained the newly added construction contracts list for this fiscal year, and checked whether the total contract price is equal to the amount being used to calculate construction contract revenue. Ascertained whether any additional construction supplements can be traced back to supplementary contracts.
C. Checked the significant newly added construction projects, sample tested the construction costs incurred, estimation sheets and subcontract plans, and ascertained whether these have been approved appropriately by the management.
D. Checked the significant changes in the estimation of construction cost, and ascertained whether the revised plan had been approved by the management.
E. Obtained the billing details and selected samples of related vouchers by using statistical procedure to check the correctness of input cost in engineering reports and confirmed whether the current input costs have been accounted for appropriately.
~10~
Valuation of loss allowance for accounts receivable
Description
Refer to Notes 4(9) and (10) for accounting policy on accounts receivable, Note 5(2) for accounting estimates and assumption uncertainty in relation to loss allowance of accounts receivable, and Note 6(3) for the details of accounts receivable.
The Group assesses impairment of accounts receivable in accordance with IFRS 9, ‘Financial instruments’. The Group first classified accounts receivable into two categories, namely, sales and construction, and are then subdivided as to whether the receivable accounts are subject to individual assessment or group assessment. For accounts receivable subject to group assessment, the Group referred to the historical loss rates and used the forecastability to estimate expected credit loss in order to assess the unrecoverable amounts. For accounts receivable subject to individual assessment, loss allowance is recognized on a case by case basis. The estimation of the above expected credit loss is affected by various factors, such as customers’ financial conditions, historical transaction records and current economic conditions, etc. Therefore, the relevant supporting documents related to management’s judgment are determined to be areas of focus for this year’s audit.
As the valuation of loss allowance for accounts receivable involved management’s subjective judgement and the valuation amount was material to the financial statements, we considered the valuation of allowance for uncollectible accounts as one of the key matters for this year’s audit.
How our audit addressed the matter
We tailored the major audit scope as follows:
A. Obtained an understanding of the process which management used to evaluate the collectability of accounts receivable.
B. Ensured that the classification of impairment in the group of accounts receivable is appropriate and in accordance with the Group’s accounting policy.
C. Checked the details of significant impairment recognized by the management against the supporting documents to verify appropriateness.
D. Verified the subsequent collection details of significant accounts receivable.
E. Obtained the details of significant accounts receivable which have not yet been collected at year end, and re-evaluated the appropriateness.
~11~
~12~
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Marketech International Corp. as at and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
MARKETECH INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 13,013,564 | 23 | $ 11,442,714 | 25 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 121,631 | - | 66,781 | - |
| 1140 | Current contract assets | 6(18) | 10,813,832 | 19 | 10,180,252 | 22 |
| 1150 | Notes receivable, net | 6(3) | 100,475 | - | 82,621 | - |
| 1160 | Notes receivable - related parties | 6(3) and 7 | 289 | - | 124 | - |
| 1170 | Accounts receivable, net | 6(3) | 8,533,259 | 15 | 6,704,981 | 14 |
| 1180 | Accounts receivable - related parties, net | 6(3) and 7 | 8,471 | - | 27,698 | - |
| 1200 | Other receivables | 28,222 | - | 61,384 | - | |
| 1220 | Current tax assets | 4,383 | - | 5,344 | - | |
| 130X | Inventories, net | 6(4) | 10,229,390 | 18 | 7,814,237 | 17 |
| 1410 | Prepayments | 6(5) | 3,596,150 | 6 | 1,372,752 | 3 |
| 1470 | Other current assets | 8 | 263,950 | - | 194,714 | - |
| 11XX | Total current assets | 46,713,616 | 81 | 37,953,602 | 81 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) and 7 | 3,463,221 | 6 | 1,928,527 | 4 |
| 1535 | Non-current financial assets at amortized cost | 8 | 9,639 | - | 15,047 | - |
| 1550 | Investments accounted for using equity method | 6(6) and 7 | 195,324 | 1 | 200,846 | 1 |
| 1600 | Property, plant and equipment, net | 6(7), 7 and 8 | 4,150,521 | 7 | 3,445,599 | 8 |
| 1755 | Right-of-use assets | 6(8) and 7 | 2,027,437 | 4 | 2,468,702 | 5 |
| 1760 | Investment property, net | 172,757 | - | - | - | |
| 1780 | Intangible assets | 7 | 99,455 | - | 97,135 | - |
| 1840 | Deferred tax assets | 6(22) | 458,680 | 1 | 410,608 | 1 |
| 1900 | Other non-current assets | 6(6) and 8 | 159,606 | - | 137,257 | - |
| 15XX | Total non-current assets | 10,736,640 | 19 | 8,703,721 | 19 | |
| 1XXX | Total Assets | $ 57,450,256 | 100 | $ 46,657,323 | 100 |
(Continued)
MARKETECH INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(9) and 8 | $ 3,499,655 | 6 | $ 5,911,945 | 13 |
| 2130 | Current contract liabilities | 6(18) | 20,472,206 | 36 | 11,468,095 | 25 |
| 2150 | Notes payable | 2,118,476 | 4 | 1,901,328 | 4 | |
| 2160 | Notes payable - related parties | 7 | 81,127 | - | 9,008 | - |
| 2170 | Accounts payable | 8,876,741 | 15 | 7,661,889 | 16 | |
| 2180 | Accounts payable - related parties | 7 | 39,509 | - | 24,190 | - |
| 2200 | Other payables | 6(10) | 1,181,285 | 2 | 1,015,174 | 2 |
| 2230 | Current tax liabilities | 274,921 | 1 | 342,555 | 1 | |
| 2250 | Current provisions | 406,427 | 1 | 602,388 | 1 | |
| 2280 | Current lease liabilities | 7 | 529,924 | 1 | 577,927 | 1 |
| 2320 | Long-term liabilities, current portion | 6(11)(12) | 228,257 | - | 4,846 | - |
| 2399 | Other current liabilities | 75,374 | - | 30,187 | - | |
| 21XX | Total current liabilities | 37,783,902 | 66 | 29,549,532 | 63 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | 6(11) | - | - | 2,434,568 | 5 |
| 2540 | Long-term borrowings | 6(12) | 1,404,832 | 3 | 212,748 | 1 |
| 2570 | Deferred tax liabilities | 6(22) | 138,019 | - | 234,923 | 1 |
| 2580 | Non-current lease liabilities | 7 | 1,812,658 | 3 | 2,078,381 | 4 |
| 2640 | Net defined benefit liability - non-current | 6(13) | 93,623 | - | 110,181 | - |
| 2670 | Other non-current liabilities | 6(6) | 24,305 | - | 11,120 | - |
| 25XX | Total non-current liabilities | 3,473,437 | 6 | 5,081,921 | 11 | |
| 2XXX | Total Liabilities | 41,257,339 | 72 | 34,631,453 | 74 | |
| Equity | ||||||
| Share capital | 6(15) | |||||
| 3110 | Ordinary shares | 2,185,935 | 4 | 2,013,162 | 5 | |
| Capital surplus | 6(16) | |||||
| 3200 | Capital surplus | 4,563,061 | 8 | 2,499,572 | 5 | |
| Retained earnings | 6(17) | |||||
| 3310 | Legal reserve | 1,709,087 | 3 | 1,526,992 | 3 | |
| 3320 | Special reserve | 92,239 | - | 226,430 | 1 | |
| 3350 | Unappropriated retained earnings | 7,709,018 | 13 | 5,718,006 | 12 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 191,755) | - | ( 85,078) | - | |
| 31XX | Total equity attributable to owners of parent | 16,067,585 | 28 | 11,899,084 | 26 | |
| 36XX | Non-controlling interests | 4(3) | 125,332 | - | 126,786 | - |
| 3XXX | Total Equity | 16,192,917 | 28 | 12,025,870 | 26 | |
| Significant contingent liabilities and unrecognized contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total Liabilities and Equity | $ 57,450,256 | 100 | $ 46,657,323 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
MARKETECH INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | |||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 4000 | Operating Revenue | 6(18) and 7 | $ 51,567,474 | 100 | $ 60,675,104 | 100 | |
| 5000 | Operating Costs | 6(4)(21) and 7 | ( 45,915,695) | ( 89) | ( 55,398,732) | ( 92) | |
| 5900 | Gross Profit | 5,651,779 | 11 | 5,276,372 | 8 | ||
| Operating Expenses | 6(21) | ||||||
| 6100 | Sales and marketing expenses | ( 990,795) | ( 2) | ( 880,306) | ( 1) | ||
| 6200 | General and administrative expenses | ( 2,072,883) | ( 4) | ( 1,634,266) | ( 3) | ||
| 6300 | Research and development expenses | ( 288,494) | ( 1) | ( 277,650) | - | ||
| 6450 | Expected credit loss | 12(2) | ( 22,018) | - | ( 301,755) | ( 1) | |
| 6000 | Total operating expenses | ( 3,374,190) | ( 7) | ( 3,093,977) | ( 5) | ||
| 6900 | Operating Profit | 2,277,589 | 4 | 2,182,395 | 3 | ||
| Non-operating Income and Expenses | |||||||
| 7100 | Interest income | 94,516 | - | 101,575 | - | ||
| 7010 | Other income | 6(19) | 144,545 | - | 192,913 | 1 | |
| 7020 | Other gains and losses | 6(2)(20) | 1,600,259 | 3 | 654,810 | 1 | |
| 7050 | Finance costs | 7 | ( 203,230) | - | ( 467,040) | ( 1) | |
| 7060 | Share of loss of associates and joint ventures accounted for using equity method | 6(6) | |||||
| ( 28,747) | - | ( 27,242) | - | ||||
| 7000 | Total non-operating income and expenses | 1,607,343 | 3 | 455,016 | 1 | ||
| 7900 | Profit before Income Tax | 3,884,932 | 7 | 2,637,411 | 4 | ||
| 7950 | Income tax expense | 6(22) | ( 718,743) | ( 1) | ( 880,121) | ( 1) | |
| 8200 | Net Income | $ 3,166,189 | 6 | $ 1,757,290 | 3 | ||
| Other Comprehensive Income | |||||||
| 8311 | Gain on remeasurements of defined benefit plan | 6(13) | $ 13,743 | - | $ 26,031 | - | |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(22) | |||||
| ( 2,748) | - | ( 5,206) | - | ||||
| 8310 | Other comprehensive income that will not be reclassified to profit or loss | 10,995 | - | 20,825 | - | ||
| Components of other comprehensive income that will be reclassified to profit or loss | |||||||
| 8361 | Exchange differences on translation of foreign operations | ( 136,520) | - | 174,548 | - | ||
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for using equity method | 6(6) | 2,257 | - | 4,735 | - | |
| 8399 | Income tax relating to components of other comprehensive income that will be reclassified to profit or loss | 6(22) | 26,669 | - | ( 35,338) | - | |
| 8360 | Other comprehensive (loss) income that will be reclassified to profit or loss | ( 107,594) | - | 143,945 | - | ||
| 8300 | Other comprehensive (loss) income, net of tax | ($ 96,599) | - | $ 164,770 | - | ||
| 8500 | Total Comprehensive Income | $ 3,069,590 | 6 | $ 1,922,060 | 3 | ||
| Profit (loss) attributable to: | |||||||
| 8610 | Owners of the parent | $ 3,235,818 | 6 | $ 1,800,125 | 3 | ||
| 8620 | Non-controlling interests | ( 69,629) | - | ( 42,835) | - | ||
| Total | $ 3,166,189 | 6 | $ 1,757,290 | 3 | |||
| Comprehensive income (loss) attributable to: | |||||||
| 8710 | Owners of the parent | $ 3,140,136 | 6 | $ 1,962,302 | 3 | ||
| 8720 | Non-controlling interests | ( 70,546) | - | ( 40,242) | - | ||
| Total | $ 3,069,590 | 6 | $ 1,922,060 | 3 | |||
| 9750 | Basic earnings per share (in dollars) | 6(23) | $ | 15.50 | $ | 8.94 | |
| 9850 | Diluted earnings per share (in dollars) | 6(23) | $ | 14.66 | $ | 8.27 |
The accompanying notes are an integral part of these consolidated financial statements.
MARKETECK INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Equity attributable to owners of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital Reserves | Retained Earnings | Financial statements | Non-controlling interests | Total equity | |||||||
| Share capital -ordinary shares | Capital Surplus -share premium | Capital Surplus -others | Legal reserve | Special reserve | Inappropriated retained earnings | translation differences of foreign operations | |||||
| Year ended December 31, 2024 | |||||||||||
| Balance at January 1, 2024 | $ 2,013,154 | $ 2,365,746 | $ 132,440 | $ 1,310,579 | $ 182,589 | $ 5,365,203 | ($ 226,430) | $ 11,143,281 | $ 92,758 | $ 11,236,039 | |
| Profit (loss) for the year | - | - | - | - | - | 1,800,125 | - | 1,800,125 | ( 42,835 ) | 1,757,290 | |
| Other comprehensive income for the year | - | - | - | - | - | 20,825 | 141,352 | 162,177 | 2,593 | 164,770 | |
| Total comprehensive income (loss) | - | - | - | - | - | 1,820,950 | 141,352 | 1,962,302 | ( 40,242 ) | 1,922,060 | |
| Appropriations and distribution of 2023 retained earnings: 6(17) | |||||||||||
| Legal reserve | - | - | - | 216,413 | - | ( 216,413 ) | - | - | - | - | |
| Special reserve | - | - | - | - | 43,841 | ( 43,841 ) | - | - | - | - | |
| Cash dividends | - | - | - | - | - | ( 1,207,893 ) | - | ( 1,207,893 ) | - | ( 1,207,893 ) | |
| Changes in ownership interest in subsidiaries | 6(16) | - | - | 1,296 | - | - | - | - | 1,296 | - | 1,296 |
| Conversion of convertible bonds | 6(11)(15)(16) | 8 | 95 | ( 5 ) | - | - | - | - | 98 | - | 98 |
| Change in non-controlling interests | - | - | - | - | - | - | - | - | 74,270 | 74,270 | |
| Balance at December 31, 2024 | $ 2,013,162 | $ 2,365,841 | $ 133,731 | $ 1,526,992 | $ 226,430 | $ 5,718,006 | ($ 85,078 ) | $ 11,899,084 | $ 126,786 | $ 12,025,870 | |
| Year ended December 31, 2025 | |||||||||||
| Balance at January 1, 2025 | $ 2,013,162 | $ 2,365,841 | $ 133,731 | $ 1,526,992 | $ 226,430 | $ 5,718,006 | ($ 85,078 ) | $ 11,899,084 | $ 126,786 | $ 12,025,870 | |
| Profit (loss) for the year | - | - | - | - | - | 3,235,818 | - | 3,235,818 | ( 69,629 ) | 3,166,189 | |
| Other comprehensive income (loss) for the year | - | - | - | - | - | 10,995 | ( 106,677 ) | ( 95,682 ) | ( 917 ) | ( 96,599 ) | |
| Total comprehensive income (loss) | - | - | - | - | - | 3,246,813 | ( 106,677 ) | 3,140,136 | ( 70,546 ) | 3,069,590 | |
| Appropriations and distribution of 2024 retained earnings: 6(17) | |||||||||||
| Legal reserve | - | - | - | 182,095 | - | ( 182,095 ) | - | - | - | - | |
| Reversal of special reserve | - | - | - | - | ( 134,191 ) | 134,191 | - | - | - | - | |
| Cash dividends | - | - | - | - | - | ( 1,207,897 ) | - | ( 1,207,897 ) | - | ( 1,207,897 ) | |
| Changes in ownership interest in subsidiaries | 6(16) | - | - | 1,831 | - | - | - | - | 1,831 | - | 1,831 |
| Conversion of convertible bonds | 6(11)(15)(16) | 172,773 | 2,176,432 | ( 114,774 ) | - | - | - | - | 2,234,431 | - | 2,234,431 |
| Change in non-controlling interests | - | - | - | - | - | - | - | - | 69,092 | 69,092 | |
| Balance at December 31, 2025 | $ 2,185,935 | $ 4,542,273 | $ 20,788 | $ 1,709,087 | $ 92,239 | $ 7,709,018 | ($ 191,755 ) | $ 16,067,585 | $ 125,332 | $ 16,192,917 |
The accompanying notes are an integral part of these consolidated financial statements.
MARKETECH INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 3,884,932 | $ 2,637,411 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Net gain on financial assets at fair value through profit or loss | 6(2)(20) | ( 1,697,958 ) | ( 331,819 ) |
| Expected credit loss | 12(2) | 22,018 | 301,755 |
| Share of loss of associates and joint ventures accounted for using equity method | 6(6) | ||
| Depreciation | 6(7)(8)(21) | 28,747 | 27,242 |
| Amortization | 6(21) | 747,411 | 967,064 |
| Loss on disposal of property, plant and equipment | 6(20) | 56,817 | 42,245 |
| Compensation cost of share-based payments | 6(14)(21) | 101 | 2,178 |
| Loss on lease modification | 6(8) | 20,985 | - |
| Interest income | 24 | 1,118 | |
| Interest expense | ( 94,516 ) | ( 101,575 ) | |
| Dividend income | 6(19) | 203,230 | 467,040 |
| Gain on disposal of investments | 6(24) | 49,505 ) | ( 51,102 ) |
| (Gain on reversal of) loss on onerous contract | 6(4) | ( 16,817 ) | ( 1,228 ) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Contract assets – current | ( 633,580 ) | 3,851,595 | |
| Notes receivable, net | ( 17,854 ) | 89,257 | |
| Notes receivable – related parties, net | ( 165 ) | ( 26 ) | |
| Accounts receivable, net | ( 1,860,285 ) | 1,642,978 | |
| Accounts receivable – related parties, net | 27,738 | ( 3,070 ) | |
| Other receivables | 30,421 | ( 11,271 ) | |
| Inventories | ( 2,409,591 ) | ( 464,760 ) | |
| Prepayments | ( 2,189,994 ) | 647,613 | |
| Other current assets | ( 72,253 ) | 47,852 | |
| Changes in operating liabilities | |||
| Contract liabilities – current | 9,004,111 | 1,656,881 | |
| Notes payable | 217,148 | 160,433 | |
| Notes payable – related parties | 72,119 | ( 2,327 ) | |
| Accounts payable | 1,256,898 | 915,434 | |
| Accounts payable – related parties | 15,319 | 3,309 | |
| Other payables | 203,292 | ( 342,785 ) | |
| Other current liabilities | 45,727 | ( 35,194 ) | |
| Other non-current liabilities | ( 2,814 ) | ( 2,875 ) | |
| Cash inflow generated from operations | 6,607,024 | 12,216,782 | |
| Interest received | 94,442 | 100,513 | |
| Dividends received | 48,965 | 51,102 | |
| Interest paid | ( 183,286 ) | ( 433,492 ) | |
| Income tax received | - | 99,179 | |
| Income tax paid | ( 905,902 ) | ( 1,116,687 ) | |
| Net cash flows from operating activities | 5,661,243 | 10,917,397 |
(Continued)
MARKETECH INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | ($ 76,018) | ($ 182,024) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 190,490 | 110,065 | |
| Acquisition of financial assets at amortized cost | ( 3,902) | ( 6,905) | |
| Proceeds from disposal of financial assets at amortized cost | 9,369 | 8,200 | |
| Acquisition of investments accounted for using equity method | ( 8,400) | - | |
| Acquisition of property, plant and equipment | 6(7) | ( 1,139,507) | ( 1,314,553) |
| Proceeds from disposal of property, plant and equipment | 6(7) | 990 | 617 |
| Acquisition of right-of-use assets | ( 47,301) | ( 37,027) | |
| Acquisition of intangible assets | ( 60,038) | ( 39,363) | |
| (Increase) decrease in refundable deposits | ( 19,439) | 75,609 | |
| Other investing activities | 9,492 | 8,174 | |
| Decrease in other non-current assets | 115 | 377 | |
| Dividends received | 1,462 | - | |
| Proceeds from disposal of subsidiaries | 6(24) | - | 27,695 |
| Net cash flows used in investing activities | ( 1,142,687) | ( 1,349,135) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Decrease in short-term borrowings | 6(26) | ( 2,338,858) | ( 3,968,603) |
| Increase in long-term borrowings | 6(26) | 1,200,000 | - |
| Repayment of long-term borrowings | 6(26) | ( 9,552) | ( 2,406) |
| Repayment of lease principal | 6(8)(26) | ( 348,052) | ( 581,434) |
| Decrease in guarantee deposits received | - | 572 | |
| Cash dividends paid | 6(17) | ( 1,207,897) | ( 1,207,893) |
| Changes in non-controlling interests | 49,937 | 75,568 | |
| Net cash flows used in financing activities | ( 2,654,422) | ( 5,685,340) | |
| Effect of exchange rate changes on cash and cash equivalents | ( 293,284) | 349,706 | |
| Net increase in cash and cash equivalents | 1,570,850 | 4,232,628 | |
| Cash and cash equivalents at beginning of year | 6(1) | 11,442,714 | 7,210,086 |
| Cash and cash equivalents at end of year | 6(1) | $ 13,013,564 | $ 11,442,714 |
The accompanying notes are an integral part of these consolidated financial statements.
~19~
II. 2025 Parent Company only Financial Statements and Report of Independent Accountants
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders of Marketech International Corp.
Opinion
We have audited the accompanying parent company only balance sheets of Marketech International Corp. (the “Company”) as at December 31, 2025 and 2024, and the parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants” and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters on the parent company only financial statements for the year ended December 31, 2025 were as follows:
Recognition of construction contract revenue
Description
Refer to Note 4(27) for accounting policy on construction contract revenue, Note 5(2) for the details of uncertainty of construction contract accounting estimation and assumptions, and Notes 6(16) and 6(4) for details of construction contract revenue and construction contract cost.
The Company recognized revenue and profit by using the percentage of completion method. This method is also being used to calculate the cost for each contract at year-end. Management will re-evaluate the cost if the budget had increased or decreased, and depending on the cost after adjustment, the percentage of completion will be recalculated. The construction contract revenue may be affected by the appropriateness of determination of cost and estimated cost. Thus, we considered this as one of the key audit matters.
How our audit addressed the matter
Our audit procedures performed in the Company and its subsidiaries (recognized as investments accounted for under equity method) for the above matter are as follows:
F. Obtained an understanding of the management's control system and determined whether the contract had been created or significantly changed with respect to estimated cost.
G. Obtained the newly added construction contracts list for this fiscal year, and checked whether the total contract price is equal to the amount being used to calculate construction contract revenue. Ascertained whether any additional construction supplements can be traced back to supplementary contracts.
H. Checked the significant newly added construction projects, sample tested the construction costs incurred, estimation sheets and subcontract plans, and ascertained whether these have been approved appropriately by the management.
I. Checked the significant changes in the estimation of construction cost, and ascertained whether the revised plan had been approved by the management.
J. Obtained the billing details and selected samples of related vouchers by using statistical procedure to check the correctness of input cost in engineering reports and confirmed whether the current input costs have been accounted for appropriately.
~20~
~21~
Valuation of loss allowance for accounts receivable
Description
Refer to Notes 4(7) and (8) for accounting policy on accounts receivable, Note 5(2) for accounting estimates and assumption uncertainty in relation to loss allowance for accounts receivable, and Note 6(3) for the details of accounts receivable.
The Company assesses impairment of accounts receivable in accordance with IFRS 9, ‘Financial instruments’. The Company first classified accounts receivable into two categories, namely, sales and construction, and are then subdivided as to whether the receivable accounts are subject to individual assessment or group assessment. For accounts receivable subject to group assessment, the Company referred to the historical loss rates and used the forecastability to estimate expected credit loss in order to assess the unrecoverable amounts. For accounts receivable subject to individual assessment, loss allowance is recognized on a case by case basis. The estimation of the above expected credit loss is affected by various factors, such as customers’ financial conditions, historical transaction records and current economic conditions, etc. Therefore, the relevant supporting documents related to management’s judgment are determined to be areas of focus for this year’s audit.
As the valuation of loss allowance for accounts receivable involved management’s subjective judgement and the valuation amount was material to the financial statements, we considered the valuation of allowance for uncollectible accounts as one of the key audit matters.
How our audit addressed the matter
Our audit procedures performed in the Company and its subsidiaries (recognized as investments accounted for under equity method) for the above matter are as follows:
F. Obtained an understanding of the process which management used to evaluate the collectability of accounts receivable.
G. Ensured that the classification of impairment for a group of accounts receivable is appropriate and in accordance with the Company’s accounting policy.
H. Checked the details of significant impairment recognized by the management against the supporting documents to verify appropriateness.
I. Verified the subsequent collection details of significant accounts receivable.
J. Obtained the details of significant accounts receivable which have not yet been collected at year end, and re-evaluated the appropriateness.
~22~
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement 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.
-
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 appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
~23~
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.
Hsieh Wei Li
SUNG-TSE WANG
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 3, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~24~
MARKETECH INTERNATIONAL CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 5,164,285 | 12 | $ 3,974,233 | 12 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) and 7 | 121,631 | - | 66,781 | - |
| 1140 | Current contract assets | 6(16) and 7 | 6,863,063 | 16 | 5,608,047 | 17 |
| 1150 | Notes receivable, net | 6(3) | 16,443 | - | 11,924 | - |
| 1160 | Notes receivable due from related parties, net | 6(3) and 7 | 1,005 | - | 124 | - |
| 1170 | Accounts receivable, net | 6(3) | 6,213,457 | 15 | 4,326,882 | 13 |
| 1180 | Accounts receivable - related parties, net | 6(3) and 7 | 87,630 | - | 157,293 | 1 |
| 1200 | Other receivables | 22,407 | - | 6,834 | - | |
| 1210 | Other receivables - related parties | 7 | 97,091 | - | 738,108 | 2 |
| 130X | Inventories, net | 6(4) | 8,828,913 | 21 | 6,470,748 | 20 |
| 1410 | Prepayments | 1,888,625 | 5 | 752,016 | 2 | |
| 1470 | Other current assets | 8 | 180,931 | 1 | 112,619 | - |
| 11XX | Total current assets | 29,485,481 | 70 | 22,225,609 | 67 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) and 7 | 3,274,395 | 8 | 1,716,298 | 5 |
| 1550 | Investments accounted for using equity method | 6(5) and 7 | 3,292,990 | 8 | 4,009,639 | 12 |
| 1600 | Property, plant and equipment, net | 6(6) and 7 | 3,768,159 | 9 | 3,140,722 | 10 |
| 1755 | Right-of-use assets | 6(7) | 1,418,932 | 3 | 1,558,365 | 5 |
| 1760 | Investment property, net | 246,796 | 1 | - | - | |
| 1780 | Intangible assets | 7 | 76,163 | - | 72,173 | - |
| 1840 | Deferred tax assets | 6(20) | 264,609 | 1 | 160,130 | 1 |
| 1900 | Other non-current assets | 8 | 50,447 | - | 52,511 | - |
| 15XX | Total non-current assets | 12,392,491 | 30 | 10,709,838 | 33 | |
| 1XXX | Total Assets | $ 41,877,972 | 100 | $ 32,935,447 | 100 |
(Continued)
MARKETECH INTERNATIONAL CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(8) | $ 1,100,000 | 3 | $ 3,800,000 | 11 |
| 2130 | Current contract liabilities | 6(16) | 12,238,096 | 29 | 5,507,233 | 17 |
| 2150 | Notes payable | 2,071,681 | 5 | 1,903,427 | 6 | |
| 2160 | Notes payable - related parties | 7 | 116,402 | - | 12,507 | - |
| 2170 | Accounts payable | 5,561,089 | 13 | 4,237,303 | 13 | |
| 2180 | Accounts payable - related parties | 7 | 144,751 | - | 27,952 | - |
| 2200 | Other payables | 6(9) | 821,242 | 2 | 610,700 | 2 |
| 2230 | Current tax liabilities | 247,858 | 1 | 238,013 | 1 | |
| 2250 | Current provisions | 225,197 | 1 | 307,661 | 1 | |
| 2280 | Current lease liabilities | 164,082 | - | 158,344 | - | |
| 2320 | Long-term liabilities, current portion | 6(10) | 225,047 | 1 | - | - |
| 2399 | Other current liabilities | 20,934 | - | 23,787 | - | |
| 21XX | Total current liabilities | 22,936,379 | 55 | 16,826,927 | 51 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | 6(10) | - | - | 2,434,568 | 8 |
| 2540 | Long-term borrowings | 6(11) | 1,400,000 | 4 | 200,000 | 1 |
| 2570 | Deferred tax liabilities | 6(20) | 12,051 | - | 32,791 | - |
| 2580 | Non-current lease liabilities | 1,333,835 | 3 | 1,422,369 | 4 | |
| 2640 | Net defined benefit liability - non-current | 6(12) | ||||
| 2670 | Other non-current liabilities | 6(5) | 34,499 | - | 9,527 | - |
| 25XX | Total non-current liabilities | 2,874,008 | 7 | 4,209,436 | 13 | |
| 2XXX | Total Liabilities | 25,810,387 | 62 | 21,036,363 | 64 | |
| Equity | ||||||
| Share capital | 6(13) | |||||
| 3110 | Ordinary shares | 2,185,935 | 5 | 2,013,162 | 6 | |
| Capital surplus | 6(14) | |||||
| 3200 | Capital surplus | 4,563,061 | 11 | 2,499,572 | 7 | |
| Retained earnings | 6(15) | |||||
| 3310 | Legal reserve | 1,709,087 | 4 | 1,526,992 | 5 | |
| 3320 | Special reserve | 92,239 | - | 226,430 | 1 | |
| 3350 | Unappropriated retained earnings | 7,709,018 | 18 | 5,718,006 | 17 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 191,755) | - | ( 85,078) | - | |
| 3XXX | Total Equity | 16,067,585 | 38 | 11,899,084 | 36 | |
| Significant contingent liabilities and unrecognized contract commitments | 7 and 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total Liabilities and Equity | $ 41,877,972 | 100 | $ 32,935,447 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
MARKETECH INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating Revenue | 6(16) and 7 | $ 33,239,246 | 100 | $ 29,521,096 | 100 |
| 5000 | Operating Costs | 6(4)(19) and 7 | ( 29,725,749) | ( 89) | ( 25,849,127) | ( 88) |
| 5900 | Gross Profit | 3,513,497 | 11 | 3,671,969 | 12 | |
| Operating Expenses | 6(19) and 7 | |||||
| 6100 | Sales and marketing expenses | ( 567,261) | ( 2) | ( 479,032) | ( 2) | |
| 6200 | General and administrative expenses | ( 1,196,459) | ( 3) | ( 958,059) | ( 3) | |
| 6300 | Research and development expenses | ( 214,441) | ( 1) | ( 241,039) | ( 1) | |
| 6450 | Expected credit gain (loss) | 12(2) | 68,039 | - | ( 53,087) | - |
| 6000 | Total operating expenses | ( 1,910,122) | ( 6) | ( 1,731,217) | ( 6) | |
| 6900 | Operating Profit | 1,603,375 | 5 | 1,940,752 | 6 | |
| Non-operating Income and Expenses | ||||||
| 7100 | Interest income | 7 | 73,759 | - | 120,544 | 1 |
| 7010 | Other income | 6(17) and 7 | 137,751 | - | 159,414 | 1 |
| 7020 | Other gains and losses | 6(2)(18) | 1,607,392 | 5 | 614,948 | 2 |
| 7050 | Finance costs | ( 104,218) | - | ( 173,436) | ( 1) | |
| 7070 | Share of profit (loss) of subsidiaries, associates and joint ventures | 6(5) | ||||
| accounted for using equity method | 208,550 | 1 | ( 474,746) | ( 2) | ||
| 7000 | Total non-operating income and expenses | 1,923,234 | 6 | 246,724 | 1 | |
| 7900 | Profit before Income Tax | 3,526,609 | 11 | 2,187,476 | 7 | |
| 7950 | Income tax expense | 6(20) | ( 290,791) | ( 1) | ( 387,351) | ( 1) |
| 8200 | Net Income | $ 3,235,818 | 10 | $ 1,800,125 | 6 | |
| Other Comprehensive Income (Loss) | ||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Gain (loss) on remeasurements of defined benefit plan | 6(12) | $ 13,743 | - | $ 26,031 | - |
| 8349 | Income tax related to components of other comprehensive loss that will not be reclassified to profit or loss | 6(20) | ( 2,748) | - | ( 5,206) | - |
| 8310 | Other comprehensive income that will not be reclassified to profit or loss | 10,995 | - | 20,825 | - | |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation of foreign operations | ( 135,769) | ( 1) | 171,954 | 1 | |
| 8380 | Share of other comprehensive income of associates and joint ventures accounted for using equity method | 6(5) | 2,423 | - | 4,736 | - |
| 8399 | Income tax relating to components of other comprehensive income that will be reclassified to profit or loss | 6(20) | 26,669 | - | ( 35,338) | - |
| 8360 | Other comprehensive (loss) income that will be reclassified to profit or loss | ( 106,677) | ( 1) | 141,352 | 1 | |
| 8300 | Other comprehensive (loss) income, net of tax | ($ 95,682) | ( 1) | $ 162,177 | 1 | |
| 8500 | Total Comprehensive Income | $ 3,140,136 | 9 | $ 1,962,302 | 7 | |
| 9750 | Basic earnings per share (in dollars) | 6(21) | $ | 15.50 | $ | 8.94 |
| 9850 | Diluted earnings per share (in dollars) | 6(21) | $ | 14.66 | $ | 8.27 |
The accompanying notes are an integral part of these parent company only financial statements.
MARKETECH INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Share capital - ordinary shares | Capital Reserves | Retained Earnings | Financial statement translation differences of foreign operations | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Capital surplus - share premium | Capital Surplus - others | Legal reserve | Special reserve | Unappropriated retained earnings | |||||
| Year ended December 31, 2024 | |||||||||
| Balance at January 1, 2024 | $ 2,013,154 | $ 2,365,746 | $ 132,440 | $ 1,310,579 | $ 182,589 | $ 5,365,203 | ($ 226,430) | $ 11,143,281 | |
| Profit for the year | - | - | - | - | - | 1,800,125 | - | 1,800,125 | |
| Other comprehensive income for the year | - | - | - | - | - | 20,825 | 141,352 | 162,177 | |
| Total comprehensive income | - | - | - | - | - | 1,820,950 | 141,352 | 1,962,302 | |
| Appropriations and distribution of earnings for 2023 | 6(15) | ||||||||
| Legal reserve | - | - | - | 216,413 | - | ( 216,413 ) | - | - | |
| Special reserve | - | - | - | - | 43,841 | ( 43,841 ) | - | - | |
| Cash dividends | - | - | - | - | - | ( 1,207,893 ) | - | ( 1,207,893 ) | |
| Changes in ownership interest in subsidiaries | 6(14) | ||||||||
| Conversion of convertible bonds | 6(10)(13)(14) | 8 | 95 | ( 5 ) | - | - | - | - | 1,296 |
| Balance at December 31, 2024 | $ 2,013,162 | $ 2,365,841 | $ 133,731 | $ 1,526,992 | $ 226,430 | $ 5,718,006 | ($ 85,078 ) | $ 11,899,084 | |
| Year ended December 31, 2025 | |||||||||
| Balance at January 1, 2025 | $ 2,013,162 | $ 2,365,841 | $ 133,731 | $ 1,526,992 | $ 226,430 | $ 5,718,006 | ($ 85,078 ) | $ 11,899,084 | |
| Profit for the year | - | - | - | - | - | 3,235,818 | - | 3,235,818 | |
| Other comprehensive income for the year | - | - | - | - | - | 10,995 | ( 106,677 ) | ( 95,682 ) | |
| Total comprehensive income | - | - | - | - | - | 3,246,813 | ( 106,677 ) | 3,140,136 | |
| Appropriations and distribution of earnings for 2024 | 6(15) | ||||||||
| Legal reserve | - | - | - | 182,095 | - | ( 182,095 ) | - | - | |
| Special reserve | - | - | - | - | ( 134,191 ) | 134,191 | - | - | |
| Cash dividends | - | - | - | - | - | ( 1,207,897 ) | - | ( 1,207,897 ) | |
| Changes in ownership interest in subsidiaries | 6(14) | ||||||||
| Conversion of convertible bonds | 6(10)(13)(14) | 172,773 | 2,176,432 | ( 114,774 ) | - | - | - | - | 1,831 |
| Balance at December 31, 2025 | $ 2,185,935 | $ 4,542,273 | $ 20,788 | $ 1,709,087 | $ 92,239 | $ 7,709,018 | ($ 191,755 ) | $ 16,067,585 |
The accompanying notes are an integral part of these parent company only financial statements.
MARKETECH INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ | 3,526,609 | $ 2,187,476 |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Net gain on financial assets or liabilities at fair value through profit or loss | 6(2)(18) | (1,729,450) | (331,819) |
| Expected credit (gain) loss | 12(2) | (68,039) | 53,087 |
| Share of loss (profit) of subsidiaries, associates and joint ventures accounted for using equity method | 6(5) | (208,550) | 474,746 |
| Depreciation | 6(6)(7)(19) | 401,358 | 410,734 |
| Amortization | 6(19) | 47,876 | 34,468 |
| Gain on disposal of property, plant and equipment | 6(6)(18) | (136) | (410) |
| Loss (gain) on lease modification | 6(7)(18) | 160 | (386) |
| Gain from disposal of investments | 6(18) | (16,817) | - |
| Interest income | 7 | (73,759) | (120,544) |
| Interest expense | 104,218 | 173,436 | |
| Dividend income | 6(17) | (49,505) | (51,102) |
| Gain on reversal of onerous contract | 6(4) | (83,013) | (34,070) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Current contract assets | (1,254,467) | 1,739,263 | |
| Notes receivable, net | (4,519) | (1,456) | |
| Notes receivable - related parties, net | (881) | (26) | |
| Accounts receivable, net | (1,818,536) | 1,133,173 | |
| Accounts receivable - related parties, net | 69,663 | (46,528) | |
| Other receivables | (6,071) | 121,048 | |
| Other receivables - related parties, net | 9,187 | (107,487) | |
| Inventories, net | (2,358,165) | (215,593) | |
| Prepayments | (1,113,942) | 105,526 | |
| Other current assets | (72,190) | 31,052 | |
| Changes in operating liabilities | |||
| Current contract liabilities | 6,730,863 | 873,770 | |
| Notes payable | 168,254 | 161,674 | |
| Notes payable - related parties | 103,895 | (19,931) | |
| Accounts payable | 1,323,786 | 505,381 | |
| Accounts payable - related parties | 116,799 | (65,684) | |
| Other payables | 213,732 | (141,092) | |
| Other current liabilities | (2,313) | (36,207) | |
| Other non-current liabilities | (2,814) | (2,875) | |
| Cash inflow generated from operations | 3,953,233 | 6,829,624 | |
| Interest received | 73,759 | 120,544 | |
| Dividends received | 48,965 | 51,102 | |
| Interest paid | (82,498) | (135,262) | |
| Income tax paid | (382,244) | (622,481) | |
| Net cash flows from operating activities | 3,611,215 | 6,243,527 |
(Continued)
MARKETECH INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Acquisition of financial assets at fair value through profit or loss | ($ 67,415) | ($ 182,024) | ||
| Proceeds from disposal of financial assets at fair value through profit or loss | 190,490 | 110,065 | ||
| Decrease (increase) in other receivables – related parties | 7 | 631,830 | ( 110,449 ) | |
| Acquisition of investments accounted for using equity method – non-subsidiaries | 7 | ( 8,400 ) | - | |
| Acquisition of investments accounted for using equity method – subsidiaries | 7 | ( 205,219 ) | ( 679,566 ) | |
| Acquisition of property, plant and equipment | 6(6) | ( 1,068,981 ) | ( 1,271,182 ) | |
| Proceeds from disposal of property, plant and equipment | 6(6) | 149 | 412 | |
| Acquisition of right-of-use assets | ( 22,610 ) | ( 9,139 ) | ||
| Acquisition of intangible assets | ( 51,865 ) | ( 35,186 ) | ||
| Decrease in refundable deposits | 5,828 | 39,944 | ||
| Decrease in other non-current assets | 116 | 377 | ||
| Dividends received | 1,033,802 | 766,218 | ||
| Other investing activities | 9,492 | 8,174 | ||
| Net cash flows from (used in) investing activities | 447,217 | ( 1,362,356 ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Decrease in short-term borrowings | 6(23) | ( 2,700,000 ) | ( 2,300,000 ) | |
| Increase in long-term borrowings | 6(23) | 1,200,000 | - | |
| Decrease in guarantee deposits received | - | ( 573 ) | ||
| Repayments of lease principal | 6(7)(23) | ( 160,483 ) | ( 170,216 ) | |
| Cash dividends paid | 6(15) | ( 1,207,897 ) | ( 1,207,893 ) | |
| Net cash flows used in financing activities | ( 2,868,380 ) | ( 3,678,682 ) | ||
| Net increase in cash and cash equivalents | 1,190,052 | 1,202,489 | ||
| Cash and cash equivalents at beginning of year | 6(1) | 3,974,233 | 2,771,744 | |
| Cash and cash equivalents at end of year | 6(1) | $ 5,164,285 | $ 3,974,233 |
The accompanying notes are an integral part of these parent company only financial statements.
【Annex 3: Audit Committee’s Review Report in 2025】
Marketech International Corp.
Audit Committee’s Review Report
To: The 2026 Annual General Shareholders’ Meeting of Marketech International Corp.
We, as the Audit Committee of MIC Group, have audited the 2025 Business Report, Financial Statements and Earnings Distribution Proposal made and submitted by the board of directors. The said Financial Statements were audited by Independent Accountant Hsieh Wei-Li and Independent Accountant Wang, Sung-Tse of PricewaterhouseCoopers (PwC) Taiwan, and are supported with an audit report issued by PwC. We believe that there is no inconsistent information of aforementioned Business Report, Financial Statements and Earnings Distribution Proposal and hereby submit these documents to you according to Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act.
Sincerely yours,
Chairperson of Audit Committee, Lin Hsiao-Min
March 3, 2026
【Annex 4: Status of implementing thg provision of endorsements and guarantees to others in 2025】
Marketech International Corp. and Subsidiaries
Endorsements and Guarantees to outside parties
For the year ended December 31, 2025
Unit: NT$ thousands
| Endorser / Guarantor | Endorsee / Guarantee | Shareholding(%) | Limit on endorsements / guarantees provided for a single party (Note 2 and 3) | Maximum outstanding endorsements / guarantees (Note 4) | Outstanding endorsements / guarantees at period end (Note 5) | Actual drawdown amount (Note 6) | Ceiling on total amount of endorsement / guarantee (Note 2 and 3) | Content of Guarantee | |
|---|---|---|---|---|---|---|---|---|---|
| Company Name | Relationship | ||||||||
| Marketech International Corp. | Marketech Integrated Pte Ltd. | Note 1(2) | 100% | $ 8,033,793 | $ 133,864 | $ - | $ - | $ 16,067,585 | Provide a guarantee certificate for financing. |
| Marketech International Corp. | MIC-Tech (Shanghai) Corp. | Note 1(2) | 100% | 8,033,793 | 972,455 | 217,823 | - | 16,067,585 | Provide promissory notes as bank loan guarantee. |
| Marketech International Corp. | MIC-Tech (WuXi) Co., Ltd.. | Note 1(2) | 100% | 8,033,793 | 656,620 | 357,276 | 71,633 | 16,067,585 | Provide promissory notes as bank loan guarantee. |
| Marketech International Corp. | MIC-Tech Electronics Engineering Corp. | Note 1(2) | 100% | 8,033,793 | 2,829,380 | 911,162 | 280,386 | 16,067,585 | Provide promissory notes as bank loan guarantee and signed a contract for joint guarantee. |
| Marketech International Corp. | Marketech International Sdn. Bhd. | Note 1(2) | 100% | 8,033,793 | 131,140 | 62,860 | - | 16,067,585 | Provide Standby Letter of Credit as bank loan guarantee. |
| Marketech International Corp. | eZoom Information, Inc. | Note 1(2) | 100% | 8,033,793 | 70,000 | 70,000 | 11,201 | 16,067,585 | Provide promissory notes as bank loan guarantee. |
| Marketech International Corp. | Te Chang Construction Co., LTD., | Note 1(5) | 0% | 8,033,793 | 46,496 | 46,496 | 46,496 | 16,067,585 | Provide banker's letter of guarantee for joint guarantee. |
| Marketech International Corp. | Marketech International Corporation USA | Note 1(2) | 100% | 8,033,793 | 1,215,245 | 1,037,190 | 785,750 | 16,067,585 | Provide promissory notes, guarantee certificate as bank loan guarantee. |
| Marketech International Corp. | MIC-Tech Viet Nam Co., Ltd. | Note 1(2) | 100% | 8,033,793 | 149,423 | 141,435 | 72,101 | 16,067,585 | Provide promissory notes as bank loan guarantee. |
| Marketech International Corp. | Marketech Co., Ltd. | Note 1(2) | 100% | 8,033,793 | 49,808 | 47,145 | 2,501 | 16,067,585 | Provide promissory notes as bank loan guarantee. |
| Marketech International Corp. | Tatung Company Limited | Note 1(5) | 0% | 8,033,793 | 93,450 | 93,450 | 93,450 | 16,067,585 | Signed a contract for joint guarantee. |
| Marketech International Corp. | Marketech International Corp. Japan | Note 1(2) | 100% | 8,033,793 | 119,520 | 60,240 | - | 16,067,585 | Provide a guarantee certificate for financing. |
| MIC-Tech Electronics Engineering Corp. | Marketech International Corp. | Note 1(3) | 0% | 1,151,676 | 164,002 | 25,051 | 25,051 | 1,919,460 | Signed a contract for joint guarantee. |
| MIC-Tech Electronics Engineering Corp. | The Second Construction Co., Ltd. of China Electronics System Engineering | Note 1(5) | 0% | 1,151,676 | 1,164 | 1,145 | 1,145 | 1,919,460 | Signed a contract for joint guarantee. |
| MIC-Tech Electronics Engineering Corp. | MIC-Tech (Shanghai) Corp. | Note 1(4) | 0% | 1,151,676 | 105,467 | 99,830 | 99,830 | 1,919,460 | Signed a contract for joint guarantee. |
| MIC-Tech (Shanghai) Corp. | MIC-Tech Electronics Engineering Corp. | Note 1(4) | 0% | 1,886,040 | 317,284 | 311,939 | 311,939 | 3,143,400 | Signed a contract for joint guarantee. |
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Note 1: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:
(1) Having business relationship.
(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.
(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.
(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.
(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
(7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.
Note 2: Limit on endorsements and guarantees stated in "Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies":
(1) In accordance with mutual guarantee requirement in the same industry for contracting constructions, limit on the total amount is 5 times of the Company's net assets.
(2) Endorsement guarantees engaged in business relationship, the limit of endorsement guarantee for a single enterprise shall not exceed the total amount of business transactions between the two parties within the twelve-month period before the endorsement guarantee (the "business transaction amount" refers to the amount of purchases or sales between the two parties, whichever is higher)
(3) For endorsements other than those mentioned in (1) and (2) above, limit on endorsement/guarantee to a single party is 50% of the Company's net assets.
(4) The total amount of endorsement guarantees in (2) and (3) above shall not exceed the net value of the company.
(5) The limit of endorsement guarantee by the company and its subsidiaries to a single enterprise shall not exceed the net value of the company; the total amount shall not exceed five times the net value of the company.
Note 3: Limit on endorsements and guarantees of the Group's subsidiary - MIC-Tech Electronics Engineering Corp. and MIC-Tech (Shanghai) Corp.
(1) In accordance with mutual guarantee requirement in the same industry or the common builders for contracting constructions, or provision of endorsements and guarantees for joint ventures from shareholders in proportion to shareholding ratio, limit on the total amount is 5 times of the net assets of the endorser/guarantor on endorsement/guarantee to a single party is three times of the net assets of the endorser/guarantor.
(2) Except for (1), the Group follows standards of endorsements and guarantees as below:
(2-1) Total amount:
(2-1-1) Limit on the accumulated endorsements and guarantees is 5 times of the net assets of the endorser/guarantor;
(2-1-2) Limit on endorsements and guarantees to a company of which the endorser company and the Company directly or indirectly holds 90%, should meet the requirement in (2-1-1) and may not exceed 10% of the ultimate parent's net assets.
(2-1-3) Total endorsements and guarantees of the endorser/guarantor and its subsidiaries are limited to 5 times of the net assets of the endorser/guarantor.
(2-2) Limit on endorsement/guarantee to a single party
(2-2-1) For the companies having business relationship with the endorser/guarantor and thus being provided endorsements/guarantees, limit on endorsements to a single party is the total value of business transactions within past 12 months. (the value of business transactions is the higher of purchase or sales)
(2-2-2) Limit on endorsement/guarantee to a single party who having business relationship with the Group is 3 times of the net assets of the endorser/guarantor.
Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period. (2025)
Note 5: The amount agreed by the Board of Directors until December 31, 2025. But the board of directors authorized the chairman of the board of directors to agree the amount in accordance with Article 12, Clause 8 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, which refer to amount determined by the chairman of the board of directors.
Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
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【Annex 5: Implementation of the 5th Domestic Unsecured Convertible Bonds in 2025.】
Marketech International Corp.
Report on the execution of the 5th Domestic Unsecured Convertible Bonds
- Issuance of Corporate Bonds
| Type of Corporate Bond | The 5th Domestic Unsecured Convertible Bonds. |
|---|---|
| Date of Resolution by the Board of Directors | March 17, 2023 |
| Approval Reference Number from Financial Supervisory Commission | Official Letter of Jin-Guan-Zheng-Fa-Zhi No. 1120339091 issued on April 27, 2023. |
| Issuing Date | June 27, 2023 |
| Denomination | NT$100,000 |
| Offering Price | Par |
| Total Amount | NT$2,500,000,000 |
| Coupon rate | 0% |
| Tenor and Maturity Date | Tenor: Three Years |
| Maturity Date: June 27, 2026 | |
| Methods of Redemption | Pursuant to Article 6 of the Company’s 2023 domestic fifth issuance of unsecured convertible bonds issuance and conversion guidelines, unless the bondholders convert the bonds into the Company’s common shares in accordance with Article 10 of these guidelines, or the Company redeems the bonds early pursuant to Article 18, or the bonds are repurchased and cancelled through the securities trading market, the bonds shall, upon maturity, be repaid in a lump sum in cash at 100% of their face value. |
- Implementation Status
The Company’s fifth domestic unsecured convertible bonds (hereinafter referred to as “the Convertible Bonds”) were fully issued on June 21, 2023, and the issuance process was completed in the second quarter of 2023.
- Conversion Status
For the year ended December 31, 2025, the 5th domestic unsecured convertible bonds, issued by the Company, totaling NT$2,272,800,000 had been converted into 17,277,367 shares of common stock.
As of March 26, 2026, the 5th domestic unsecured convertible corporate bonds issued by the Company had a total conversion amount of NT$2,499,900,000, and a total of 19,014,805 shares of common stock were converted. The redemption of the 5th domestic unsecured convertible corporate bonds had been exercised and the 5th domestic unsecured convertible corporate bonds had been terminated of OTC trading on March 26, 2026. The Company had appointed its stock affairs agency to redeem the outstanding bond with par value of NT$100,000.
【Annex 6: Ratification of 2025 Earnings Distribution】
Marketech International Corp. Ratification of 2025 Earnings Distribution
Unit: NT$
| Items | Amount |
|---|---|
| Beginning unappropriated retained earnings | $4,462,204,374 |
| Plus: Retained earnings in 2025 (Note 1) | 10,994,706 |
| Total | 4,473,199,080 |
| Plus: Net income in 2025 | 3,235,818,425 |
| Less: Legal reserve | (324,681,313) |
| Less: Reversal of special reserve (Note 2) | (99,516,259) |
| Retained earning available for distribution | 7,284,819,933 |
| Distribution item(s): (Note 3) | |
| Shareholders’ dividend – Cash dividends 6.50 / per share | (1,420,858,030) |
| Unappropriated retained earnings | $ 5,863,961,903 |
Note: 1. Refers to re-measurements of defined benefit plans, which was recognized as other comprehensive income due to actuarial assumption variables of defined benefit / pension plan of 2025.
2. Per regulatory requirement of the Financial Supervisory Commission R.O.C (Taiwan) No. 1090150022 directive.
3. The distributed profit was generated mainly in 2025 as the priority.
4. The distributed cash dividends shall be counted only until digit in ones. Digits below shall all be rounded off. Fractional amount less than one dollar should be recorded as other income.
Chairman: Margaret Kao
President: Scott Lin
Accounting Director: Huang Wei-Cheng
~35~
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【Appendix 1: Article of Incorporation】
Marketech International Corp.
Articles of Incorporation
Approved by the Shareholders’ Meeting on May 28, 2025
CHAPTER I GENERAL PRINCIPLES
Article 1 The Corporation is incorporated as a company limited by shares under the Company Act of the Republic of China and is named “Marketech International Corp.”, and English is named “Marketech International Corp.”.
Article 2 The Company is engaged in the following businesses:
- F107170 Wholesale of Industrial Catalyst
- F207170 Retail Sale of Industrial Catalyst
- C801010 Basic Industrial Chemical Manufacturing
- F107200 Wholesale of Chemistry Raw Material
- F207200 Retail sale of Chemistry Raw Material
- F113050 Wholesale of Computing and Business Machinery Equipment
- F213030 Retail sale of Computing and Business Machinery Equipment
- F119010 Wholesale of Electronic Materials
- F219010 Retail Sale of Electronic Materials
- F207060 Retail Sale of Virulence Chemical Materials
- F107060 Wholesale of Virulence Chemical Substance
- F207990 Retail Sale of Other Chemical Products
- F113070 Wholesale of Telecom Instruments
- F213060 Retail Sale of Telecom Instruments
- F114030 Wholesale of Motor Vehicle Parts and Supplies
- F214030 Retail Sale of Motor Vehicle Parts and Supplies
- F213080 Retail Sale of Machinery and Equipment
- F113020 Wholesale of Household Appliance
- F213010 Retail Sale of Household Appliance
- F110010 Wholesale of Clocks and Watches
- F210010 Retail Sale of Watches and Clocks
- F105050 Wholesale of Furniture, Bedclothes Kitchen Equipment and Fixtures
- F205040 Retail sale of Furniture, Bedclothes, Kitchen Equipment and Fixtures
- F104110 Wholesale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products
- F204110 Retail sale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products
- F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
- F209060 Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
- F102170 Wholesale of Food and Grocery
- F203010 Retail sale of Food and Grocery
- F108040 Wholesale of Cosmetics
- F208040 Retail Sale of Cosmetics
- F201010 Retail sale of Agricultural Products
- EZ99990 Other Construction
- IG03010 Energy Technical Services
- CE01010 Precision Instruments Manufacturing
- CB01010 Machinery and Equipment Manufacturing
- F113010 Wholesale of Machinery
- F113030 Wholesale of Precision Instruments
- E602011 Frozen and Air-conditioning Engineering
- I301010 Software Design Services
- J101040 Waste Disposing
- E599010 Pipe Lines Construction
- E603010 Cables Construction
- E603040 Fire Fighting Equipments Construction
- E603050 Cybernation Equipments Construction
- E603090 Illumination Equipments Construction
- E603100 Electric Welding Construction
- E604010 Machinery Installation Construction
- E801030 Interior Light Rigid Frame Construction
- EZ05010 Apparatus Installation Construction
- F107990 Wholesale of Other Chemical Products
- E502010 Fuel Pipe Construction
- E603020 Elevator Construction
- E605010 Computing Equipments Installation Construction
- E701010 Telecommunications Construction
- EZ02010 Derrick Construction
- EZ06010 Traffic Labels Construction
- EZ07010 Drilling Construction
- F401010 International Trade
- G801010 Warehousing and Storage
- H701050 Public Works Construction and Investment
- I103060 Management Consulting Services
- JD01010 Industry and Commerce Credit Bureau Services
- IF01010 Fire Fighting Equipments Overhauling
- IZ06010 Cargoes Packaging
- IZ12010 Manpower Services
- J101030 Waste Clearing
- J101050 Sanitary and Pollution Controlling Services
- J101060 Wastewater (Sewage) Treatment
- J101070 Radwaste Disposing Service
- E501011 Water Pipe Construction
- E601010 Electric Appliance Construction
- E103101 Environmental Protection Construction
- F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
- E103071 Underground Utilities Project Construction
- H701010 Residence and Buildings Lease Construction and Development
- H701020 Industrial Factory Buildings Lease Construction and Development
- H701040 Specialized Field Construction and Development
- H701060 New County and Community Construction and Investment
- H701070 Land Levy and Delimit
- H701080 Reconstruction within the renewal area
- H701090 Renovation, or maintenance within the renewal area
- CB01990 Other Machinery Manufacturing Not Elsewhere Classified
- E603080 Traffic Signals Construction
- E903010 Eroding and Rusting Construction
- EZ09010 Static Electricity Protecting and Clearing Construction
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- E402010 Ballast and Mud Construction on Sea
- E401010 Dredge Engineering
- E503011 User's Drainage Facility Installation Contractor of Sewer System
- CF01011 Medical Materials and Equipment Manufacturing
- F108031 Wholesale of Drugs, Medical Goods
- F208031 Retail sale of Medical Equipments
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company has its headquarter established in Taipei City and may set up branch offices inside the country whenever the Board of Directors deem necessary.
Article 4 The Company shall make public announcement according to Article 28 of the Company Act.
Article 4-1 The Company may provide endorsement and guarantee and act as a guarantor
Article 4-2 The total amount of the Company's reinvestment shall not be subject to the restriction of not exceeding forty percent of the amount of its own paid-up capital as provided in Article 13 of the Company Act.
CHAPTER 2 SHARES
Article 5 The total capital stock of the Company is in the amount of NT$3,000,000,000, divided into 300,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments. A total of NT$98,000,000 among the above total capital stock, which equals to 9,800,000 shares, should reserved for issuing employee stock options from time to time upon the resolutions of Board of Directors.
Article 6 Deleted.
Article 7 The Company's share certificates shall be in registered form, shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated according to law before issuance. The shares of the Company may be made without physical certificates. Nevertheless, the stock of the Company shall be registered with Taiwan Depository and Clearing Corporation.
Article 8 The transfer of share certificates shall be carried out in accordance with Regulations Governing the Administration of Shareholder Services of Public Companies.
CHAPTER 3 SHAREHOLDERS' MEETING
Article 9 Shareholders' meeting shall be of two kinds: (1) Regular meetings, to be held at least once every year and within six months after close of each fiscal year; (2) Special meetings, to be held whenever necessary and according to law. Shareholders' meetings may be held via video conference or other methods permitted by relevant government authorities.
Article 10 Shareholder who is unable to attend shareholders' meeting for any cause may appoint a proxy to attend the meeting in his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy and affixed with the signatures / personal seals.
Article 11 A shareholder shall have one voting power in respect of each share in his/her/its possession except in the circumstances set forth in Item 3 of Article 157 and Paragraph 2 of Article 179, where the shares shall have no voting power or have such power limited.
Article 12 A resolution at the meeting of shareholders shall be adopted only by a majority of the shareholders present who represent half of the total number of its outstanding shares by the company, unless otherwise provided for by law.
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CHAPTER 4 DIRECTORS AND SUPERVISORS
Article 13
The Company has 9 to 11 directors, whose term of office shall be 3 years and are eligible for re-election. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates as the Company has adopted the candidates nomination system.
The quota of directors stated in preceding Paragraph shall include no less than three independent directors. Independent directors' professional qualifications, shareholdings and concurrent serving restrictions, recognition of independence, nomination and election methods, and other governing rules shall be carried out in accordance with the Company Act and relevant regulations.
Article 13-1
The Company has established an audit committee, which is constituted by the entire number of independent directors.
The power and authority of audit committee, rules governing the proceedings of meetings and other governing rules shall be carried in accordance with Securities and Exchange Act, Company Act, other relevant regulations and Articles of Incorporation.
Article 14
The Board of Directors is constituted by directors. The directors shall, with the concurrence of a majority of the directors present who represent two-thirds or more of all the directors, elect from among them a chairman, and a vice chairman through the same method. The chairman shall represent the Company externally.
Article 15
In case the chairman of the board of directors is on leave or absent or cannot exercise his / her power and authority for any cause, his / her proxy shall be appointed in accordance with Article 208 of the Company Act.
Article 16
Chairman's remuneration shall not exceed the doubled amount of general manager's remuneration and shall be determined by the Board of Directors upon the deliberation of remuneration committee.
Director who takes a position at the functional committee under the Board of Directors concurrently shall have his/her income from professional practice paid according to the number of meetings held by the functional committee. The said fees shall be determined by the Board of Directors according to the standard generally adhered by other firms of the same trade.
Article 16-1
The notice of Board of Directors meetings may be delivered by methods like fax and e-mail. Each director shall attend the meeting of the board of directors in person. In case a director is unable to attend the meeting for any cause and appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting.
CHAPTER 5 MANAGEMENT
Article 17
The Company has one general manager, whose appointment, discharge and remuneration shall be carried out in accordance with Article 29 of the Company Act.
CHAPTER 6 ACCOUNTING
Article 18
The Board of Directors shall prepare and submit below statements and reports at the end of each fiscal year:
- Business report
- Financial statements
- Earnings distribution or offsetting of deficit relevant statements and reports.
Above statements and reports shall be submitted to regular shareholders' meeting and request for ratification
Article 19
Deleted
Article 20
If the Company records a profit for the year, it shall allocate no more than 3% as directors' remuneration and between 1% and 15% as employees' remuneration. Of the total employees' remuneration, 5% to 20% shall be allocated for distribution to entry-level employees. However, if the Company still has accumulated losses, an amount shall first be reserved to cover such losses. When the Company has net profits in its annual final accounts, it shall first estimate and reserve amounts for taxes payable, offset accumulated losses in accordance with the law, and appropriate
10% as the statutory earnings reserve. It shall also appropriate or reverse special earnings reserves as required by applicable laws or by the competent authority. The remaining balance, together with any undistributed earnings from prior years, may be used by the Board of Directors to propose an earnings distribution plan, which shall be submitted to the shareholders' meeting for resolution on distribution or retention.
Pursuant to Article 240 of the Company Act, the Company authorizes the Board of Directors, with the attendance of at least two-thirds of the directors and a resolution approved by a majority of the directors present, to distribute dividends and bonuses, or to distribute all or part of the statutory earnings reserve and capital reserve under Article 241 of the Company Act, in cash. Such distribution shall be reported to the shareholders' meeting and is not subject to the requirement of obtaining a resolution from the shareholders' meeting as set forth in the preceding paragraph. However, this restriction shall not apply when the statutory earnings reserve has accumulated to an amount equal to the Company's paid-in capital.
To respond to the development of the overall environment and industry's growth drivers, the Company's objective is to firstly satisfy the demand of future development and to maintain a sound financial structure. Therefore, the Company distributes no more than 50% of its total dividend of the year.
CHAPTER 7 SUPPLEMENTARY PROVISIONS
Article 21
Other unspecified matters of the Company's Articles of Incorporation shall be carried in accordance with the Company Act and other relevant regulations.
Article 22
The Articles of Incorporation was established on December 22, 1988. The 1st amendment was made on February 2, 1990. The 2nd amendment was made on June 29, 1991. The 3rd amendment was made on June 20, 1992. The 4th amendment was made on November 11, 1992. The 5th amendment was made on June 21, 1994. The 6th amendment was made on July 20, 1995. The 7th amendment was made on October 9, 1996. The 8th amendment was made on June 6, 1998. The 9th amendment was made on July 31, 2000. The 10th amendment was made on October 13, 2000. The 11th amendment was made on April 26, 2001. The 12th amendment was made on October 22, 2001. The 13th amendment was made on May 22, 2002. The 14th amendment was made on May 22, 2002. The 15th amendment was made on June 6, 2003. The 16th amendment was made on June 11, 2004. The 17th amendment was made on June 14, 2005. The 18th amendment was made on June 9, 2006. The 19th amendment was made on April 10, 2007. The 20th amendment was made on June 15, 2007. The 21st amendment was made on June 19, 2009. The 22nd amendment was made on June 17, 2010. The 23rd amendment was made on June 10, 2011. The 24th amendment was made on June 12, 2012. The 25th amendment was made on June 12, 2014. The 26th amendment was made on May 28, 2015. The 27th amendment was made on May 31, 2016. The 28th amendment was made on May 30, 2018. The 29th amendment was made on May 27, 2020. The 30th amendment was made on May 27, 2022. The 31st amendment was made on May 27, 2024. The 32th amendment was made on May 28, 2025.
Marketech International Corp.
Chairman: Margaret Kao
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【Appendix 2: Rules of Shareholders' Meeting】
Marketech International Corp.
Rules of Shareholders' Meeting
Approved by the Shareholders' Meeting on June 15, 2007
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The Company’s shareholders’ meeting (hereinafter shortened as “the Meeting”) shall be conducted in accordance with these Rules and Procedures, unless otherwise provided for by law.
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The Company shall provide an attendance list bearing the signatures of shareholders present at the meeting, or the shareholders attending the Meeting shall submit the attendance card for the purpose of signing in.
The attendance and votes of the Meeting shall be counted based on the shares. The shares represented by shareholders attending the Meeting shall be calculated according to the attendance list or submitted attendance cards.
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The term “shareholder” in these Rules and Procedures refers to the shareholder in person or proxy appointed by the shareholder.
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The Meeting shall be held at the headquarters of the Company or at any other appropriate place that is convenient for shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
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For a shareholders’ meeting convened by the Board of Directors, the chairman of the meeting shall be the chairman of the Board of Directors. If the chairman of the Board of Directors is on leave or absent or cannot exercise his / her power and authority for any cause, he / she shall designate one of the directors to act on his / her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
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The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
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The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.
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Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act of the Republic of China.
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act of the Republic of China.
- The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. However, in the event that the chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as
chairman to continue the Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.
The shareholders cannot designate any other person as chairman or continue the Meeting in the same or other place after the Meeting is adjourned.
- When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.
If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.
Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.
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Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
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Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the meeting.
If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
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After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.
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The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.
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The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
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During the Meeting, the chairman may, at his discretion, set time for intermission.
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Except otherwise specified in the Company Law of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman during the voting.
The Company's shareholders shall be entitled to one vote per share of stock, except those whose shares have no voting power or have such power limited according to Section 3 of Article 157 and Section 2 of Article 179 of the Company Act.
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If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
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The chairman may conduct the disciplinary officers (or the security guard) to assist in keeping order of the Meeting place. Such disciplinary officers (or security guards) shall wear badges marked "Disciplinary Officers" for identification purpose.
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Other unspecified matters in these Rules and Procedures shall be carried in accordance with the Company Act and other relevant regulations.
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These Rules and Procedures shall be effective from the date it is approved by the shareholders' meeting. The Board of Directors is also authorized to make amendments depending on actual situations.
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[Appendix 3: Shareholdings of Directors]
Marketech International Corp.
Shareholdings of Directors
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The Company’s actual paid-in capital is NT$2,203,295,290 with 220,329,529 issued shares and share types.
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The company has elected four independent directors, all directors other than the independent directors shall collectively hold at least 8,813,181 common shares. As the company has established the audit committee that satisfies the requirements of the Securities and Exchange Act, the minimum shareholding requirements for supervisors do not apply.
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Until the book closure date for the 2026 shareholders’ meeting, the status of shareholdings of individual and all directors are shown below:
| Job Title | Name | Appointment Date | No. of Shares at the Time of Appointment | As of March 31, 2026 (Note1) | ||||
|---|---|---|---|---|---|---|---|---|
| Appointment Term | No. of Shares | Holding Percentage | No. of Shares | Holding Percentage | ||||
| Director | Ji XUAN Investment Co. representative: Kao Hsin-Ming | May 28, 2025 | 3 years | 11,005,795 | 5.44% | 11,005,795 | 5.00% | |
| Director | E-WIN Investment Co. representative: Lin Yue-Yeh | May 28, 2025 | 3 years | 6,647,112 | 3.29% | 6,647,112 | 3.02% | |
| Director | Ennoconn International Investment Co., Ltd. representative: Chu, Fu-Chuan | May 28, 2025 | 3 years | 83,468,613 | 41.28% | 83,468,613 | 37.88% | |
| Director | Ennoconn International Investment Co., Ltd. representative: Lou, Chao-Tsung | May 28, 2025 | 3 years | 83,468,613 | 41.28% | 83,468,613 | 37.88% | |
| Director | Ennoconn International Investment Co., Ltd. representative: Tsai, Neng-Chi | May 28, 2025 | 3 years | 83,468,613 | 41.28% | 83,468,613 | 37.88% | |
| Director | Ennoconn International Investment Co., Ltd. representative: Chuang, Tsung-Hsien | May 28, 2025 | 3 years | 83,468,613 | 41.28% | 83,468,613 | 37.88% | |
| Independent Director | Wu Chung-Pao | May 28, 2025 | 3 years | - | - | - | - | |
| Independent Director | Lin Hsiao-Ming | May 28, 2025 | 3 years | - | - | - | - | |
| Independent Director | Chao, Rong-Shiang | May 28, 2025 | 3 years | - | - | - | - | |
| Independent Director | Yeh, Yin-Hua | May 28, 2025 | 3 years | - | - | - | - | |
| Total number of shares held by all directors | 101,121,520 | 50.01% | 101,121,520 | 45.90% |
Note 1: Refers to the number of shares stated in shareholder register until the book closure date for the 2026 shareholders’ meeting (March 31, 2026).
- The total shares held by the Company’s directors and supervisors already reached the statutory standard.
【Appendix 4: The Impact of Stock Dividend Issuance proposed in this Annual General Meeting of Shareholders on the Company's Business Performance, Earnings Per Share, and Return on Shareholders' Investment】
As the Company's shareholders' meeting in 2026 does not have any proposal regarding the stock dividend distribution, it makes no effect upon the Company's business performance, earnings per share and return on shareholders' investment.
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【Appendix 5: Information on Employees' Compensation and Directors' Remuneration】
Information on Employees' Compensation and Directors' Remuneration
The distribution of employees' compensation and directors' remuneration of 2025 approved by the 10th Board of Directors at the 8th meeting on March 3, 2026.
- The amount of any employees' compensation and directors' compensation distributed in cash or stocks. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed:
(1) Proposed employees' compensation and directors' remuneration:
The distribution of employees' compensation amounted NT$396,248,244 and directors' remuneration amounted NT$39,624,824.
Unit: NT$
| Items / Amount | Proposed Distribution Amount |
|---|---|
| Employees’ Compensation– in Cash | 396,248,244 |
| Employees’ Compensation– in Stocks | 0 |
| Remuneration of Directors | 39,624,824 |
(2) If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed:
Above proposed employees' compensation and directors' remuneration for 2025 resolved by the Board of Directors were in agreement with those amounts recognised in the 2025 financial statements, which were NT$396,248,244 and NT$39,624,824 respectively.
- The amount of any employees' compensation distributed in stocks as a percentage of the sum of the current after-tax net income and total employees' compensation in individual financial statement:
Not applicable as the employees' compensation of 2025 approved by the Board of Directors does not involve stocks distribution relevant matters.
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Additional Information
Processing of proposals submitted by this shareholders' meeting:
Explanations:
1. According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal be limited to not more than three hundred (300) words.
2. Shareholders may submit proposals regarding the 2026 regular shareholders' meeting to the Company from March 23, 2026 to April 1, 2026. The information is already announced on a market observation post system.
3. The Company has not received any proposal from the shareholders.
Thank you for coming to Annual Meeting of Shareholders!
We welcome any comments or suggestions!
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