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MICROPROGRAM — AGM Information 2026
May 26, 2026
52687_rns_2026-05-26_f6e60a03-a7ce-43a9-87a4-57174e1413c6.pdf
AGM Information
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Microprogram Information Co., Ltd.
Minutes of the 2026 Annual General Meeting of Shareholders
Time: 9:30 AM, Wednesday, May 20, 2026
Location: Room 301, No. 386, Shizheng Rd., Xitun Dist., Taichung City
Shares Present: The total number of issued shares of the Company is 55,370,000 shares. The total number of shares represented by shareholders present is 35,583,240 shares. Attendance Rate: 64.26%
Directors Present: Mr. Teng-Yen Wu, Mr. Chia-Chieh Liu.
Independent Directors Present: Mr. Hung-Jen Chou, Mr. Chun-Ho Chen, Mr. Chih-Ming Chiang.
In Attendance: CPA Tzu-Hsin Chang.
Chairman: Teng-Yen Wu
Minute Taker: Mei-Luan Chen
I. Chairman’s Remarks: Omitted.
II. Report Items
Item 1: 2025 Business Report.
Item 2: Audit Committee’s Review Report on the 2025 Financial Statements.
Item 3: Report on the Distribution of Cash Dividends from 2025 Earnings.
Item 4: Report on the Distribution of Employee Compensation and Directors’ Remuneration of the Company.
Item 5: Report on the Status of the Company’s Private Placement of Common Shares in 2024.
III. Ratification Items
Proposed by the Board of Directors:
Item 1. Ratification of the 2025 Business Report and Financial Statements
Description: 1. The Company’s 2025 consolidated and parent company only financial statements, prepared in accordance with the International Financial Reporting Standards (IFRS), have been audited by Mr. Johnny Chang and Mr. Gino Chen, Certified Public Accountants of KPMG Taiwan, who have issued the independent auditors’ report
thereon.
- The Business Report, Independent Auditors' Report, and the aforementioned financial statements are presented in Attachment I, Attachment III, and Attachment IV of this handbook.
Submitted for ratification.
| Shares represented at the time of voting:35,583,240 | |
|---|---|
| Voting Results* | %of the total represented share present |
| Votes in favor: 35,352,907 votes (5,540,402 votes) | 99.35% |
| Votes against: 82,727 votes (82,727 votes) | 0.23% |
| Abstained / Unvoted: 147,606 votes (31,606 votes) | 0.41% |
*including votes casted electronically(numbers in bracket)
Resolution: The original motion is adopted by vote.
Item 2: Proposal for Ratification of the Company's Earnings Distribution for 2025
Description:1. Pursuant to Article 22 of the Company's Articles of Incorporation, the distribution of the Company's earnings or the offsetting of losses may be resolved after the end of each fiscal year.
- It is proposed that a total of NT$55,370,000 in cash dividends be distributed from the earnings available for distribution for 2025
| Shares represented at the time of voting:35,583,240 | |
|---|---|
| Voting Results* | %of the total represented share present |
| Votes in favor: 35,302,807 votes (5,493,402 votes) | 99.21% |
| Votes against:133,727 votes (133,727 votes) | 0.37% |
Abstained / Unvoted: 146,706 votes (27,606 votes)
0.41%
*including votes casted electronically(numbers in bracket)
Resolution: The original motion is adopted by vote.
IV. Discussion Items
Proposed by the Board of Directors:
Item 1: Proposal to Amend the Company's Articles of Incorporation
Description: The Company proposes to amend certain provisions of its Articles of Incorporation in order to comply with the relevant requirements of the Securities and Exchange Act. For the Comparison Table of Amendments to the Articles of Incorporation, please refer to Attachment VII of this handbook. The amended Articles of Incorporation are set forth in Appendix I of this handbook. Submitted for resolution.
| Shares represented at the time of voting:35,583,240 | |
|---|---|
| Voting Results* | %of the total represented share present |
| Votes in favor: 35,309,765 votes (5,500,360 votes) | 99.23% |
| Votes against:129,747 votes (129,747 votes) | 0.36% |
| Abstained / Unvoted: 143,728 votes (24,628 votes) | 0.40% |
*including votes casted electronically(numbers in bracket)
Resolution: The original motion is adopted by vote.
Item 2: Proposal for the Release of the Company's Newly Elected Directors from Non-Competition Restrictions
Description:1. Pursuant to Article 209, Paragraph 1 of the Company Act, a director who conducts any act for himself/herself or on behalf of another person that falls within the scope of the Company's business shall
explain to the shareholders' meeting the material details of such act and obtain its approval.
-
In the event that any of the newly elected directors or their representatives engage in investment in, or operation of, enterprises that have the same or similar business scope as the Company and in which the Company has made investments, and/or serve as directors or managerial officers of such enterprises, it is proposed, provided that such activities do not prejudice the interests of the Company, that the shareholders' meeting approve the release of such directors and their representatives from the non-competition restrictions from the date they assume office.
-
For the names and titles of the directors proposed to be released from the non-competition restrictions, please refer to Attachment VIII of this handbook. Submitted for resolution.
| Shares represented at the time of voting:35,583,240 | |
|---|---|
| Voting Results* | %of the total represented share present |
| Votes in favor: 35,063,974 votes (5,439,569 votes) | 98.54% |
| Votes against:191,608 votes (191,608 votes) | 0.53% |
| Abstained / Unvoted: 327,658 votes (23,558 votes) | 0.92% |
*including votes casted electronically(numbers in bracket)
Resolution: The original motion is adopted by vote.
VII. Extemporary Motions
(I) Shareholder Question: Account No. 123 What is the company's current strategic layout for the US market?
Chairman's Response:
-
Microprogram and its US partner, Rollingtrans, have officially launched a five-year strategic cooperation plan to jointly promote the AI intelligent upgrade and business expansion of Electronic Logging Devices (ELD) in the United States. The first phase of ELD order delivery was completed in the first quarter of this year.
-
The collaboration with Rollingtrans focuses on three major directions: the integration of AI upgrades into the product platform, localized services in the US, and the joint expansion of business opportunities. Microprogram leverages its capabilities in software platform development, data services, and system integration to support functional upgrades and the scalable architecture of ELDs.
-
The partnership with Rollingtrans is not only a significant milestone for our US market expansion but also helps the company establish a replicable overseas operating model. On one hand, we accelerate business realization through local partners; on the other hand, we enhance product iteration efficiency via platform-based R&D, allowing us to gradually accumulate customer use cases in the North American market and strengthen our large-scale international expansion.
-
Looking ahead, Microprogram Information will continue to invest in R&D and improve product competitiveness, accelerating overseas market expansion through strategic partnerships. The company believes that, driven by compliance-mandated rigid demand and the trend of AI digital upgrades for fleets, the cooperation with Rollingtrans is expected to drive business growth in the US market, bringing more robust revenue momentum and long-term value to the company.
(II) Shareholder's Question: Shareholder No. 768
-
Management must deliver on its promises (Walk the talk).
-
The stock price is the management team's report card.
-
Please explain the progress of Microprogram's efforts to capture business opportunities in the semiconductor market. What is the status of customer validation? How is the gross margin?
Chairman's Response: First of all, we thank the shareholder for the encouragement. Regarding the semiconductor sector, through the local semiconductor alliance and our strategic alliance with Dexin Semiconductor to integrate the supply chain, the RFID controllers, flow controllers, and N2 control boards developed by our Company have all entered the customer validation phase. Once validation is successfully completed, the Company should see promising development in the semiconductor field, which will also help improve the Company's overall gross margin.
VIII. Adjournment Announced by the Chairman: 10:15 AM
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I. Letter to Shareholders
Microprogram Information Co., Ltd.
Business Report
1. 2025 Business Report
This report is prepared to present the operating results, financial performance, and future outlook of Microprogram Information Co., Ltd. (hereinafter referred to as the “Company”) for the fiscal year 2025. In 2025, the Company’s audited consolidated operating revenue reached NT$507,789 thousand, with a net income after tax of NT$29,030 thousand, reflecting overall stable operating performance.
The following sections provide a detailed overview of the Company’s operating results, financial position, research and development achievements, and future strategies.
(1) Results of the 2025 Business Plan Implementation:
In 2025, the Company leveraged its deep expertise in the ICT design house sector to effectively capture market trends, achieving steady growth in operating performance. The Company is committed to providing tailor-made technology solutions to its clients. Through an efficient operating model and a sound financial structure, it achieved substantial results across its three core business segments.
A. Electronic Payment: Amid the wave of digital transformation, the Company has continued to expand and deepen its applications in electronic ticketing and payment solutions. In particular, within the transportation sector, it has successfully integrated automated systems to enable seamless connectivity among people, vehicles, ticketing, and payment flows. Through long-term partnerships with major ticketing service providers, including EasyCard, icash, and iPASS, the Company has developed a range of high-performance fare collection devices. These solutions are widely deployed across public bicycles, metro systems, buses, taxis, as well as retail channels such as vending machines and hypermarkets, and self-service applications including claw machines, laundromats, and car wash facilities. These applications have not only significantly enhanced payment convenience but have also become a key driving force behind the development of public bicycle rental services and smart parking payment solutions.
B. Smart Devices: The Company’s innovative applications in the smart device sector are demonstrated across multiple areas, including public bicycle systems, smart bicycle solutions, and parking management equipment. In addition to providing intelligent devices that enhance user experience, the Company leverages integrated technologies to assist industry partners in advancing digital transformation and intelligent upgrades, thereby jointly driving industry development.
C. Semiconductor Sensing and Control: As advanced semiconductor manufacturing processes become increasingly complex, market demand for precision monitoring and fault prediction continues to grow. As a leading IoT technology service provider, the Company actively invests in research and development. Leveraging its accumulated expertise in wireless connectivity and strong capabilities in hardware-software integration, the Company has successfully developed a range of solutions tailored for semiconductor manufacturing processes, delivering efficient and reliable customized services to its semiconductor industry clients.
Overall, through its diversified service portfolio and stable operational management, and under prudent financial control, the Company maintained steady development in its overall operating performance in 2025. Looking ahead, the Company will continue to deepen its presence in its three core business segments while actively expanding into overseas markets, with the aim of delivering enhanced operating performance and
greater shareholder value.
The Company’s operating revenue, gross profit, and operating income for 2025 amounted to NT$507,789 thousand, NT$346,164 thousand, and NT$30,978 thousand, respectively. Their respective growth rates were -36.07%, -22.48%, and -80.09%. Detailed information is provided below:
Unit: NT$ thousand; %
| Item | 2024 Actual | 2025 | |
|---|---|---|---|
| Actual | Growth Rate % | ||
| Operating Revenue | 794,306 | 507,789 | -36.07 |
| Gross Profit | 446,541 | 346,164 | -22.48 |
| Operating Income | 155,565 | 30,978 | -80.09 |
| Earnings (Loss) per Share After Tax | 3.33 | 0.55 | -83.48 |
(2) Execution status of the 2025 budget: Not applicable.
(3) Analysis of Financial Position and Profitability: A comparative financial analysis for 2024 and 2025 is presented as follows:
| Item | Financial Analysis for the Most Recent Two Years | ||
|---|---|---|---|
| 2025 (Consolidated) | 2024 (Consolidated) | ||
| Financial Structure (%) | Debt-to-Asset Ratio | 19.83 | 21.44 |
| Long-term Capital to Fixed Assets Ratio | 2,529.03 | 4,472.60 | |
| Solvency (%) | Current Ratio | 773.18 | 655.19 |
| Quick Ratio | 670.21 | 546.02 | |
| Interest Coverage Ratio | 11.15 | 130.65 | |
| Operating Efficiency | Accounts Receivable Turnover (times) | 1.92 | 2.69 |
| Days Sales Outstanding | 190 | 136 | |
| Inventory Turnover (times) | 1.20 | 2.05 | |
| Days Inventory Outstanding | 304 | 178 | |
| Accounts Payable Turnover (times) | 4.32 | 6.26 | |
| Days Payable Outstanding | 84 | 58 | |
| Fixed Asset Turnover (times) | 12.14 | 38.04 | |
| Total Asset Turnover (times) | 0.3 | 0.7 | |
| Profitability | Return on Assets (%) (ROA) | 2.21 | 14.45 |
| Return on Equity (%) (ROE) | 2.51 | 18.59 | |
| Operating Income to Paid-in Capital Ratio (%) | 5.59 | 31.08 | |
| Pre-tax Net Income to Paid-in Capital Ratio (%) | 7.32 | 36.16 | |
| Net Profit Margin (%) | 5.72 | 19.08 | |
| Book Value per Share | 23.37 | 20.44 | |
| Earnings per Share | 0.55 | 3.33 |
Unit: NT$ thousand
| Operating Revenue | Gross Profit | Operating Income | Net Income After Tax | EPS (NT$) | |
|---|---|---|---|---|---|
| 2025 | 507,789 | 346,164 | 30,978 | 29,030 | 0.55 |
| 2024 | 794,306 | 446,541 | 155,565 | 151,582 | 3.33 |
| Growth Rate % | -36.07 | -22.48 | -80.09 | -80.85 | -83.48 |
(4) Research and Development Status:
| Company Products (Services) | Research and Development | |
|---|---|---|
| AIoT Smart Service Solutions | Electronic Payment | A. Public Bicycle Rental Payment Platform: The Company will continue to optimize the YouBike 2.0 payment system by integrating credit card binding functionality to enhance user experience. In addition, data analytics and AI models are leveraged to improve station usage forecasting and dispatch efficiency. |
| B. Integrated Parking Payment and Management System: The Company has independently developed a license plate recognition training model with enhanced image recognition efficiency and accuracy. This system has been deployed in existing large-scale parking operations, effectively improving parking management efficiency and user payment experience. | ||
| C. International AI License Plate Recognition Solution: Leveraging deep learning technology, the Company has developed a high-accuracy license plate recognition module designed for global markets. The solution supports license plate formats and regulatory requirements across different countries and provides integrated hardware-software solutions, including payment kiosks, barrier gates, cameras, LED display boards, network infrastructure, and backend management systems. These can be flexibly configured to meet the operational needs of smart parking facilities. | ||
| D. Smart License Plate Recognition Camera Pole: Applicable to indoor and outdoor parking, EV charging spaces, roadside parking, and smart city environments. It is equipped with a 5-megapixel high-resolution camera module and a high-accuracy recognition system, enabling real-time identification of vehicle entry and exit. The unit features a durable, weather-resistant design and supports easy installation, along with communication interfaces and API integration for rapid deployment. | ||
| Smart Devices | A. Smart Public Bicycle Devices: Promotes the deployment and expansion of YouBike 2.0E electric-assisted bicycles, enhancing riding experience and operational efficiency. | |
| B. Integrated Smart Bicycle Solutions: Continues to advance the Bikonnect E-Bike control solution by integrating IoT technologies and data analytics to strengthen the competitiveness of electric bicycle brands. | ||
| Semiconductor Industry Solutions – | A. Wireless Photomask Detector: The Company has developed the world’s first photomask detector applicable to extreme |
| Company Products (Services) | Research and Development |
|---|---|
| Semiconductor Sensing and Control | ultraviolet (EUV) lithography systems. By using quartz glass to simulate the photomask transmission environment, it precisely measures vibrations and temperature variations, improving exposure success rates and process stability. |
B. Magnetic Field Monitoring System: A multi-point magnetic field monitoring solution featuring high-sensitivity (10 nT) detection technology. It can identify the direction of interference sources in real time, ensuring the stable operation of precision equipment (such as mask writers and e-beam inspection systems) and improving process yield.
C. Low-Frequency RFID Identification System Solution: Development of RFID readers and antennas with flexible configurations, supporting SEMI standards and Smart Card APDU protocols, thereby enhancing material and equipment tracking efficiency in semiconductor manufacturing processes.
D. Mass Flow Controller: A digital MEMS-based flow sensor utilizing thermal mass flow principles. It features rapid response to flow detection and is capable of capturing subtle variations in micro-flow disturbances. |
- Business Plan for 2026
Microprogram is an ICT design house with cross-industry technology integration capabilities, committed to becoming a “long-term investment partner in industrial technology services.” The Company focuses on three core business areas: electronic payment, smart devices, and semiconductor industry solutions. Through in-depth industry demand analysis, service design, and integrated hardware-software development, the Company provides digital solutions for industries such as transportation, semiconductor manufacturing, and bicycles, assisting clients in driving innovation and upgrades. The Company continues to expand the application markets of its products across various business segments, deepen the value of its technology services, and adopt a high-margin operating model to ensure sustainable development and maintain competitive advantages.
In 2026, the Company will continue to adopt a light-asset operating strategy, with human resources focused on the application development of core technologies and market expansion. By enhancing corporate management, optimizing operational processes, and strengthening resource integration capabilities, the Company aims to create economic value. As a provider of industrial technology services, the Company must work closely with industry partners to gain insights into market trends and proactively plan product development. It provides integrated ICT solutions to its clients across diverse sectors and aims to serve as a preferred strategic partner. The Company is committed to delivering high-performance products with stable and reliable quality. Through supply chain integration and customization, the Company implements a service-oriented manufacturing approach, aligns closely with market demand, and works together with its clients to maximize enterprise value.

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(1) Estimated Sales Volume and Basis:
A. AIoT Smart Service Solutions – Electronic Payment
(A) Smart Parking Management – Revenue Sharing: Through an alliance-based collaboration model, the Company has expanded into parking lot operations, partnering with small- and medium-sized parking operators to grow its operational footprint. In addition, the Company continues to optimize existing system equipment services, installation, and maintenance services to increase the number of operating sites. It is also extending smart parking management applications to car wash facilities, thereby expanding market share and increasing revenue.
(B) Public Bicycle Rental System – Revenue Sharing: Benefiting from the increasing density of public bicycle stations, ridership is expected to continue growing. The Company continues to enhance system operation functions and leverages data analytics and AI models to improve station usage forecasting and dispatch efficiency. As a result, related revenue-sharing income is expected to increase.
B. AIoT Smart Service Solutions – Smart Devices
(A) Smart Parking Management – Equipment Sales: Leveraging its capabilities in electronic payment and hardware development, the Company provides comprehensive parking payment solutions. Its existing equipment currently covers approximately two-thirds of the small-operator market. By integrating digital payment, AI-based license plate recognition, and automation technologies, the Company delivers comprehensive smart parking management systems. It also provides customized solutions for medium- to large-scale sites to ensure operational efficiency and capture market growth opportunities.
(B) Public Bicycle Rental System – Equipment Sales: Given that most public bicycle rental systems in major cities and counties in Taiwan have been upgraded to YouBike 2.0 and YouBike 2.0E, sales of smart onboard devices and smart locks are expected to slow in 2026.
(C) Smart Bicycle Powertrain Integration and IoT Equipment Sales: Driven by customers’ sales plans for existing integrated bicycle models and demand for new model integration, sales volume is expected to increase in line with rising demand.
C. Semiconductor Industry Solutions – Semiconductor Sensing and Control
(A) By leveraging the TSS Semiconductor Alliance, the Company is expanding its international sales and product supply while targeting advanced process and advanced packaging equipment suppliers as its primary customer base. With the advancement of $3\mathrm{nm}$ and $2\mathrm{nm}$ technologies, demand for high-precision inspection and environmental monitoring equipment has surged, driving market growth. As the Company’s products progressively pass validation for advanced
semiconductor processes and packaging, sales are expected to increase in 2026 in line with the ramp-up of supply chain partners.
(2) Key Production and Sales Policies:
A. Market Segmentation Strategy
(A) The Company focuses on AIoT smart service solutions and semiconductor industry solutions. Based on industry demand, its business is segmented into electronic payment, smart devices, and semiconductor monitoring and sensing control, enabling the delivery of targeted technologies and solutions.
(B) In the electronic payment segment, the Company develops integrated payment solutions for a wide range of applications, including parking facilities, car wash stations, public transportation, self-service equipment, and EV charging and energy storage scenarios. In the smart device market, the Company focuses on the YouBike system, E-bike control solutions, and smart parking equipment.
(C) In the semiconductor sensing and control segment, the Company continues to target the high-end manufacturing monitoring equipment market, focusing on leading semiconductor companies such as TSMC and Micron Technology, as well as key supply chain partners, to promote high-value, locally developed solutions.
(D) In 2026, the Company’s market strategy will focus on overseas expansion, with the United States as its primary target market. By collaborating with local partners and system integrators, the Company will prioritize transportation-related applications while enhancing product compliance with international standards, as well as compatibility with cybersecurity and communication interfaces. It will also strengthen API integration and cloud-based management capabilities to improve deployment efficiency and after-sales service. In addition, the Company will leverage pilot projects and channel development to enhance market visibility and order conversion, thereby establishing a replicable overseas growth model.
B. Customer Service Policy
The Company adopts a customer-oriented approach and, through enterprise collaboration, provides long-term, mutually beneficial strategic solutions in response to industry challenges and needs. It is committed to delivering high-efficiency, cost-effective, and high-quality service experiences, with the goal of fostering value co-creation across industries.
(A) The Company offers customized technical support and long-term operation and maintenance services to ensure that its solutions meet the needs of different industries. Key applications include the continuous optimization of the YouBike 2.0 operating system and electronic payment-related service scenarios such as smart parking management systems, ensuring stable system operations and enhancing customer satisfaction.
(B) By leveraging big data and AI analytics, the Company assists clients in improving operational efficiency. For example, by optimizing the dispatch of YouBike bicycle stations, it enables partners to operate more efficiently.
C. Marketing Strategy
The Company positions itself as a long-term partner in industrial technology services and is committed to delivering innovative products and services that enhance clients’ competitiveness and protect their market share. Whether in B2B2B or B2B2C models, wherever its clients operate, the Company’s services extend accordingly. The Company’s proven track record of value co-creation through enterprise collaboration serves as its most effective form of marketing. At the same time, by leveraging clients’ existing marketing channels, the Company continues to expand the reach of its technology services and deepen its presence across industry sectors.
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- Future Development Strategy
To address the rapidly changing market environment and ensure the Company’s long-term competitive advantage, the Company will adopt a mission of “Connecting Partners, Co-creating Value” and advance the following three key development strategies.
(1) Technology Integration and Innovation Development:
A. AIoT Smart Service Solutions
The Company plans to invest in the iterative development of public bicycle rental systems and shared bicycle solutions by incorporating new technologies such as AI-based intelligent dispatch, eSIM, and wireless charging, thereby enhancing the operational management efficiency of public bicycle systems. At the same time, it will expand corporate green commuting solutions and promote the adoption of electric-assisted bicycles (E-bikes) within enterprises. In addition, the Company will continue to advance the deployment of smart parking payment systems and international license plate recognition technologies, improving the accuracy of parking management systems and the convenience of payment services, while expanding its business channels in overseas markets.
B. Semiconductor Industry Solutions
In collaboration with industry partners in semiconductor process equipment, the Company will jointly develop high-precision gas flow control (MFC), electrostatic sensing, and real-time temperature sensing products and monitoring systems. These efforts aim to enhance environmental monitoring capabilities in semiconductor manufacturing processes, improve production yield, and reduce costs. In 2025, the Company also completed the establishment of a laboratory compliant with ISO quality standards. Going forward, this facility will support increased capacity for R&D testing and product calibration, further strengthening the Company’s competitive position within the semiconductor industry supply chain.
(2) International Market Expansion:
A. The Company has partnered with firms including Gudeng, Yeedex, Symtek, and Asia Neo Tech to establish the TSS Semiconductor Alliance. Through this alliance, members share the costs of overseas business expansion, broaden the supply of application products and services required for semiconductor manufacturing, and expand international distribution and sales channels.
B. The Company will integrate its e-bike powertrain solutions into the branded electric bicycle models of customers, becoming part of their electronic control system supply chain and expanding alongside customers’ global product exports.
C. In addition, the Company will develop international versions of public bicycle rental equipment and systems, enabling Taiwan’s YouBike experience to expand into global markets.
(3) Enhancement of Corporate Governance:
A. Strengthening ESG and Sustainable Governance: The Company has established a Sustainability Development Committee to oversee environmental, social, and governance (ESG) strategies. It also regularly discloses sustainability performance in accordance with international standards, including GRI, SASB, SDGs, and TCFD.
B. Information Security and Risk Management: The Company enhances cybersecurity, system availability, and personal data protection to ensure the security of smart devices and payment systems, thereby strengthening customer trust.
C. Talent Development and Workplace Safety: The Company strengthens employee training and retention programs, provides a supportive working environment, and promotes occupational health and safety (OHS) management to build sustainable corporate competitiveness.
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- Impact of External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions
(1) External Competitive Environment
A. Smart Bicycle Market Trends
Global demand for environmental sustainability and smart cities continues to rise, driving rapid growth in the electric-assisted bicycle (E-bike) market, supported by favorable policies and technological advancements. The smart shared bicycle market is also expanding steadily due to increasing demand for short-distance urban mobility. With ongoing advancements in battery and electronic control technologies, the range and intelligent functionalities of E-bikes continue to improve, enhancing user convenience and overall market competitiveness. Leveraging its strengths in AIoT technologies, the Company provides integrated solutions for bicycle brands and shared mobility operators, further expanding its presence in both domestic and international markets.
B. Semiconductor Sensing and Control Market Trends
Advanced process technologies are driving the upgrading of the semiconductor industry. Strong demand for sub-3nm processes, high-performance computing (HPC), AI applications, and automotive chips has prompted countries worldwide to expand investments in semiconductor fabs, thereby driving growth in the high-precision process equipment market. Sensing and control technologies are becoming increasingly critical in semiconductor manufacturing processes, directly impacting production stability and yield. Leveraging its high-precision sensing technologies in vibration, magnetic fields, temperature, and humidity, the Company continues to deepen its applications in semiconductor equipment. Through strategic alliances, it further expands its market presence and strengthens its competitive advantage.
(2) Regulatory Environment
A. Impact of Domestic and International Policies
Government initiatives promoting the adoption of digital payments, smart transportation, and ESG (Environmental, Social, and Governance) practices are driving increased demand for public bicycle systems and electric-assisted bicycles. The Company continues to closely monitor regulatory developments and collaborates with government agencies and strategic partners to ensure that its products and services remain compliant with regulatory requirements and aligned with market needs.
B. Regulatory Compliance and Risk Management
The Company engages professional legal and accounting advisors to ensure that its business operations comply with applicable regulations across various jurisdictions. It also strengthens its corporate governance framework and enhances information transparency to mitigate operational risks.
(3) Macroeconomic Environment
A. Market Growth Opportunities
The electronic payment market continues to expand, driven by the widespread adoption of mobile payments and increasing demand for cross-border transactions. Smart parking and public bicycle systems are benefiting from policy support, while demand for advanced semiconductor processes is driving growth in semiconductor monitoring equipment, creating sustained long-term growth momentum. The Company will continue to invest in AIoT applications and semiconductor sensing and control technologies to further expand its market presence.
B. Operating Strategy and Future Development
The Company will strengthen its core competitiveness in technology services, deepen
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partnerships with its clients, and stay attuned to regulatory and market trends to ensure stable business growth and enhance shareholder value.
Finally, on behalf of Microprogram Information Co., Ltd., I would like to express our sincere appreciation to all shareholders for your continued trust and support. We will remain true to our founding principles, continue to pursue excellence, and strive to create maximum value for all stakeholders.
Chairman: Teng-Yan Wu
General Manager: Teng-Yan Wu
Accounting Officer: Mei-Luan Chen
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Audit Committee’s Review Report
The Board of Directors of the Company has prepared and submitted the 2025 Business Report, the parent company only financial statements, and the consolidated financial statements. The parent company only financial statements and consolidated financial statements have been audited by Mr. Johnny Chang and Mr. Gino Chen, Certified Public Accountants of KPMG Taiwan, who have issued the independent auditors’ report thereon. These documents, together with the 2025 Business Report and the Earnings Distribution Table, have been submitted as the Company’s annual financial statements.
The aforementioned reports and statements have been reviewed by the Audit Committee and were found to be in order. Accordingly, this report is prepared in accordance with Article 219 of the Company Act and submitted for review.
Respectfully submitted to
Microprogram Information Co., Ltd. 2026 Annual General Meeting of Shareholders
Convener of the Audit Committee: Horng-Ren Chou
March 6, 2026
Stock Code:7721
MICROPROGRAM INFORMATION CO., LTD. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
Address: 6 F.-2, No. 402, Shizheng Rd., Xitun Dist., Taichung City 407619, Taiwan
Telephone: 886-4-2369-2699
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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Table of contents
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | 2 |
| 3. Representation Letter | 3 |
| 4. Independent Auditors’ Report | 4 |
| 5. Consolidated Balance Sheets | 5 |
| 6. Consolidated Statements of Comprehensive Income | 6 |
| 7. Consolidated Statements of Changes in Equity | 7 |
| 8. Consolidated Statements of Cash Flows | 8 |
| 9. Notes to the Consolidated Financial Statements | |
| (1) Company history | 9 |
| (2) Approval date and procedures of the consolidated financial statements | 9 |
| (3) New standards, amendments and interpretations adopted | 9~11 |
| (4) Summary of material accounting policies | 11~26 |
| (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty | 26~27 |
| (6) Explanation of significant accounts | 27~53 |
| (7) Related-party transactions | 53~56 |
| (8) Pledged assets | 56 |
| (9) Commitments and contingencies | 56 |
| (10) Losses Due to Major Disasters | 56 |
| (11) Subsequent Events | 57 |
| (12) Other | 57 |
| (13) Other disclosures | |
| (a) Information on significant transactions | 58 |
| (b) Information on investees | 58 |
| (c) Information on investment in mainland China | 58~59 |
| (14) Segment information | 60~61 |
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3
Representation Letter
The entities that are required to be included in the consolidated financial statements of Microprogram Information Co., Ltd. as of and for the year ended December 31, 2025 under the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 “Consolidated Financial Statements”. In addition, the information required to be disclosed in the consolidated financial statements is included in the consolidated financial statements. Consequently, Microprogram Information Co., Ltd. and Subsidiaries do not prepare a separate set of consolidated financial statements.
Company name: Microprogram Information Co., Ltd. and Subsidiaries
Chairman:
Date: February 25, 2026
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KPMG
多侯速素群合作計算事務所
KPMG
台中市407059西屯區文心路二段201號7樓
7F, No.201, Sec.2, Wenxin Road,
Taichung City 407059, Taiwan (R.O.C.)
電話 Tel +886 4 2415 9168
傳真 Fax +886 4 2259 0196
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Microprogram Information Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Microprogram Information Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
The accounting principle of revenue recognition, refer to consolidated financial statements Note 4 (o); The explanation about revenue recognition, refer to consolidated financial statements Note 6 (r).
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
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KPMG
4-1
Description of key audit matter
The Group recognizes revenue based on the transfer of control of goods under each individual sales contract. Determining whether control of the goods has been transferred in accordance with the terms and conditions of each contract involves management’s subjective judgment. In addition, as a listed company, the Group faces pressure to meet investors’ expectations regarding revenue levels and stable profitability. Therefore, we have identified this as a key audit matter.
Our principal audit procedures included: understanding and testing the internal controls related to the recognition of sales revenue of the Group. We obtained an understanding of the nature of the Group’s major revenue streams, contract terms and trading conditions, in order to assess whether the accounting policies applied to determine the timing of revenue recognition were appropriate; inquiring into the variances between sales revenue from major customers and the corresponding period of the prior year to assess whether any significant anomalies existed; and selecting samples to inspect sales contracts or purchase orders to evaluate the impact of contract terms and trading conditions on revenue recognition, and to determine whether the Group’s accounting treatments were appropriate. Additional substantive procedures were performed to assess whether significant fluctuations in revenue, or material sales returns and discounts, occurred during the period before and after the financial reporting date, and to analyze the underlying reasons; the adequacy of the Group’s disclosures related to revenue was also assessed.
2. Inventory valuation
The accounting principle of inventory valuation, refer to consolidated financial statements Note 4 (h); Uncertainty in accounting estimates and assumptions for inventory valuation, refer to consolidated financial statements Note 5 (a); The explanation about inventory valuation, refer to consolidated financial statements Note 6 (c).
Description of key audit matter
The Group measures inventories at the lower of cost and net realizable value. As product manufacturing technologies evolve, the quality and selling prices of existing products may no longer meet market demand, resulting in a risk that the carrying amount of inventories may exceed their net realizable value. Therefore, we have identified this as a key audit matter.
Our principal audit procedures included: performing sampling procedures to examine the accuracy of the inventory aging report; assessing the reasonableness of the Group’s accounting policies, such as the policy for inventory write-downs and provisions for obsolescence; and reviewing the historical accuracy of the Group’s inventory valuation allowances and comparing them with the current period’s estimates to evaluate whether the estimation methodologies and assumptions applied were appropriate. The valuation of inventories was assessed for compliance with the Group’s established accounting policies. The basis adopted by management in determining selling prices was also understood in order to evaluate the reasonableness of net realizable values. Consideration was further given to whether the disclosures related to inventory valuation allowances made by management were appropriate.
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KPMG
4-2
Other Matter
Microprogram Information Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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KPMG
4-3
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chang, Tzu-Hsin and Chen, Cheng-Hsueh.
KPMG
Taipei, Taiwan (Republic of China)
March 5, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
MICROPROGRAM INFORMATION CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 |
|---|---|---|---|---|---|
| Amount | % | Amount | Current liabilities: | Amount | % |
| $ 288,455 | 18 | 200,204 | 15 | $ 6,686 | 1 |
| 1,518 | - | 1,974 | - | 30,313 | 2 |
| 61,607 | 4 | 176,682 | 14 | 49,784 | 3 |
| 122,949 | 8 | 120,334 | 9 | 91 | - |
| 804 | - | 1,123 | - | - | - |
| 110 | - | - | - | 1,030 | - |
| 4,517 | - | 61 | - | 19,734 | 2 |
| 123,621 | 8 | 144,982 | 11 | 1,391 | - |
| 4,919 | - | 11,304 | 1 | 52,809 | 3 |
| 393 | - | 419 | - | 24,504 | 2 |
| 481,866 | 29 | 428,429 | 33 | 141,074 | 9 |
| 1,090,759 | 67 | 1,085,512 | 83 | 576 | - |
| 44,001 | 3 | 26,243 | 2 | 1,320 | - |
| 58,255 | 4 | 25,415 | 2 | 112,250 | 9 |
| 227,020 | 14 | 137,132 | 11 | 179,070 | 11 |
| 11,409 | 1 | 9,058 | 1 | 320,144 | 20 |
| 8,033 | - | 9,848 | 1 | 3,279,248 | 21 |
| 14,920 | 1 | 8,048 | - | 553,700 | 34 |
| 1,133 | - | 1,133 | - | 623,709 | 39 |
| 158,830 | 10 | - | - | 115,970 | 7 |
| 523,601 | 33 | 216,877 | 17 | 837 | - |
| $ 1,614,360 | 100 | 1,302,389 | 108 | $ 1,294,216 | 80 |
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 |
| --- | --- | --- | --- | --- | --- |
| Amount | % | Amount | Current liabilities: | Amount | % |
| 1100 | Cash and cash equivalents(note 6(a)) | 1,518 | - | 1,974 | - |
| 1150 | Notes receivable, net(note 6(b)) | 61,607 | 4 | 176,682 | 14 |
| 1180 | Accounts receivable-related parties, net(notes 6(b)and 7) | 122,949 | 8 | 120,334 | 9 |
| 1200 | Other receivables | 804 | - | 1,123 | - |
| 1210 | Other receivables-related parties(note 7) | 110 | - | - | - |
| 1220 | Tax assets | 4,517 | - | 61 | - |
| 130X | Inventories(note 6(c)) | 123,621 | 8 | 144,982 | 11 |
| 1410 | Prepayments | 4,919 | - | 11,304 | 1 |
| 1470 | Other current assets(note 6(b)) | 393 | - | 419 | - |
| 1476 | Other current financial assets(notes 6(b)and (8)) | 481,866 | 29 | 428,429 | 33 |
| Total current assets | |||||
| Non-current assets: | |||||
| 1550 | Investments accounted for using equity method(note 6(d)) | 1,090,759 | 67 | 1,085,512 | 83 |
| 1600 | Property, plant and equipment(note 6(e)) | 44,001 | 3 | 26,243 | 2 |
| 1755 | Right-of-use assets(note 6(f)) | 58,255 | 4 | 25,415 | 2 |
| 1780 | Intangible assets(note 6(g)) | 227,020 | 14 | 137,132 | 11 |
| 1840 | Deferred tax assets(note 6(e)) | 11,409 | 1 | 9,058 | 1 |
| 1920 | Guarantee deposits paid(note 6(h)) | 8,033 | - | 9,848 | 1 |
| 1975 | Defined benefit assets, net(note 6(m)) | 14,920 | 1 | 8,048 | - |
| 1990 | Other non-current assets, other(note 6(h)) | 1,133 | - | 1,133 | - |
| Total non-current assets | |||||
| Total assets |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) MICROPROGRAM INFORMATION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Sales revenue(notes 6(r)and 7) | $ 507,789 | 100 | 794,306 | 100 |
| 5000 | Total operating costs(notes 6(c), (k), (m)and 7) | 161,625 | 32 | 347,765 | 44 |
| Gross profit from operations | 346,164 | 68 | 446,541 | 56 | |
| Operating expenses:(notes 6(k), (m), (s)and 7) | |||||
| 6100 | Selling expenses | 158,795 | 31 | 134,624 | 17 |
| 6200 | Administrative expenses | 68,781 | 14 | 63,671 | 8 |
| 6300 | Research and development expenses(note 6(b)) | 87,610 | 17 | 71,811 | 9 |
| 6450 | Impairment loss | - | - | 20,870 | 3 |
| 315,186 | 62 | 290,976 | 37 | ||
| Net operating income | 30,978 | 6 | 155,565 | 19 | |
| Non-operating income and expenses(note 6 (t)): | |||||
| 7100 | Interest income | 9,610 | 2 | 3,534 | - |
| 7010 | Other income and expenses(note 7) | 3,701 | 1 | 5,876 | 1 |
| 7020 | Other gains and losses(note 6(k)) | 406 | - | 17,600 | 2 |
| 7050 | Finance costs(note 6(k)) | (3,992) | (1) | (1,396) | - |
| 7060 | Share of profit (loss) of associates and joint ventures accounted for using equity method(note 6(d)) | (181) | - | (185) | - |
| 9,544 | 2 | 25,429 | 3 | ||
| Profit before income tax | 40,522 | 8 | 180,994 | 22 | |
| 7950 | Less: Tax income(note 6(n)) | 11,492 | 3 | 29,412 | 4 |
| Profit | 29,030 | 5 | 151,582 | 18 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (1,332) | - | 3,487 | 1 |
| 8349 | Less:Income tax related to components of other comprehensive income that will not be reclassified to profit or loss(note 6(n)) | - | - | - | - |
| (1,332) | - | 3,487 | 1 | ||
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (338) | - | 3,178 | - |
| 8399 | Less:Income tax related to components of other comprehensive income that will be reclassified to profit or loss(note 6(n)) | - | - | - | - |
| (338) | - | 3,178 | - | ||
| 8300 | Other comprehensive income | (1,670) | - | 6,665 | 1 |
| Total comprehensive income | $ 27,360 | 5 | 158,247 | 19 | |
| Basic earnings per share (note 6(q)) | |||||
| Basic earnings per share | $ | 0.55 | 3.33 | ||
| Diluted earnings per share | $ | 0.55 | 3.33 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
MICROPROGRAM INFORMATION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Retained earnings | Total other equity interest | ||||||||
| Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | |||||||||
| Ordinary shares | Capital surplus | Legal reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Total other equity interest | Total equity interest | Total equity interest | |
| $ 450,578 | 80,710 | 5,917 | 74,615 | 80,532 | (4,898) | 740 | (4,158) | 607,662 | |
| - | - | - | 151,582 | 151,582 | - | - | - | 151,582 | |
| - | - | - | - | - | 3,178 | 3,487 | 6,665 | 6,665 | |
| - | - | - | - | - | - | - | - | - | |
| - | - | - | 151,582 | 151,582 | 3,178 | 3,487 | 6,665 | 158,247 | |
| - | - | - | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | - | |
| $ 500,578 | 333,000 | 13,379 | 173,677 | 187,056 | (1,720) | 4,227 | 2,507 | 1,023,141 | |
| $ 500,578 | 333,000 | 13,379 | 173,677 | 187,056 | (1,720) | 4,227 | 2,507 | 1,023,141 | |
| - | - | - | 29,030 | 29,030 | - | - | - | 29,030 | |
| - | - | - | - | - | (338) | (1,332) | (1,670) | (1,670) | |
| - | - | - | 29,030 | 29,030 | (338) | (1,332) | (1,670) | 27,360 | |
| - | - | - | 15,158 | - | - | - | - | - | |
| - | - | - | (100,116) | (100,116) | - | - | - | (100,116) | |
| - | - | - | - | - | - | - | - | 341,461 | |
| 53,122 | 288,339 | - | - | - | - | - | - | 2,370 | |
| - | 2,370 | - | - | - | - | - | - | - | |
| $ 553,700 | 623,709 | 28,537 | 87,433 | 115,970 | (2,058) | 2,895 | 837 | 1,294,216 |
Balance at January 1, 2024
Profit for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income for the year ended December 31, 2024
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Capital increase by cash
Employee restricted stock subscription compensation costs
Balance at December 31, 2025
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
MICROPROGRAM INFORMATION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 40,522 | 180,994 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Interest revenue | (9,610) | (3,534) |
| Interest expense | 3,992 | 1,396 |
| Depreciation expense | 65,505 | 33,254 |
| Amortization expense | 1,441 | 667 |
| Net loss, on financial assets or liabilities at fair value through profit or loss | - | 20,870 |
| Share of loss of associates for using equity method | 181 | 185 |
| Gains from disposal of property, plan and equipment | (494) | (1,073) |
| Loss on disposal of intangible assets | - | 1 |
| Gain from disposal of investments | - | (23,144) |
| Gain from lease modification | (1,051) | (198) |
| Loss on inventory write-down and obsolescence | 463 | 10,849 |
| Total adjustments to reconcile profit | 60,427 | 39,273 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease in notes receivable | 456 | 1,748 |
| Decrease (increase) in accounts receivable | 112,460 | (52,484) |
| Decrease (increase) in other receivable | 185 | (242) |
| Decrease (increase) in inventories | 17,422 | (8,063) |
| Decrease (increase) in prepayments | 6,385 | (6,103) |
| Decrease (increase) in other current assets | 26 | (417) |
| Decrease in net defined benefit asset | - | 20 |
| Total changes in operating assets | 136,934 | (65,541) |
| Changes in operating liabilities: | ||
| (Decrease) increase in contract liabilities | (772) | 2,629 |
| Decrease in notes payable | - | (775) |
| Decrease in accounts payable | (14,213) | (21,210) |
| (Decrease) increase in other payable | (17,226) | 19,488 |
| Decrease in provisions | (1,030) | (3,157) |
| Increase in other current liabilities | 66 | 71 |
| Total changes in operating liabilities | (33,175) | (2,954) |
| Total changes in operating assets and liabilities | 103,759 | (68,495) |
| Total adjustments | 164,186 | (29,222) |
| Cash inflow generated from operations | 204,708 | 151,772 |
| Interest received | 9,634 | 3,219 |
| Interest paid | (3,992) | (1,414) |
| Income taxes paid | (34,589) | (109) |
| Net cash flows from (used in) operating activities | 175,761 | 153,468 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of investments accounted for using equity method | (20,000) | - |
| Proceeds from disposal of investments accounted for using equity method | - | 16,557 |
| Acquisition of property, plant and equipment | (46,258) | (13,459) |
| Proceeds from disposal of property, plant and equipment | 520 | 1,160 |
| Increase in prepayments for business facilities | (158,830) | - |
| Increase in refundable deposits | (6,872) | (1,484) |
| Acquisition of intangible assets | (3,792) | (1,344) |
| Increase in other financial assets | (53,437) | (357,897) |
| Dividends received | 220 | - |
| Net cash flows from (used in) investing activities | (288,449) | (356,467) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | - | 90,000 |
| Decrease in short-term loans | - | (105,000) |
| Payment of lease liabilities | (43,017) | (19,094) |
| Cash dividends paid | (100,116) | (45,058) |
| Capital increase by cash | 343,831 | 323,000 |
| Net cash flows from (used in) financing activities | 200,698 | 243,848 |
| Effect of exchange rate changes on cash and cash equivalents | 241 | 2,371 |
| Net increase (decrease) in cash and cash equivalents | 88,251 | 43,220 |
| Cash and cash equivalents at beginning of period | 200,204 | 156,984 |
| Cash and cash equivalents at end of period | $ 288,455 | 200,204 |
See accompanying notes to consolidated financial statements.
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Stock Code:7721
MICROPROGRAM INFORMATION CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
Address: 6 F.-2, No. 402, Shizheng Rd., Xitun Dist., Taichung City 407619, Taiwan
Telephone: 886-4-2369-2699
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
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2
Table of contents
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | 2 |
| 3. Independent Auditors’ Report | 3 |
| 4. Balance Sheets | 4 |
| 5. Statements of Comprehensive Income | 5 |
| 6. Statements of Changes in Equity | 6 |
| 7. Statements of Cash Flows | 7 |
| 8. Notes to the Financial Statements | |
| (1) Company history | 8 |
| (2) Approval date and procedures of the financial statements | 8 |
| (3) New standards, amendments and interpretations adopted | 8~10 |
| (4) Summary of material accounting policies | 10~24 |
| (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty | 24~25 |
| (6) Explanation of significant accounts | 25~50 |
| (7) Related-party transactions | 50~53 |
| (8) Pledged assets | 53 |
| (9) Commitments and contingencies | 53 |
| (10) Losses Due to Major Disasters | 53 |
| (11) Subsequent Events | 53 |
| (12) Other | 54~55 |
| (13) Other disclosures | |
| (a) Information on significant transactions | 56 |
| (b) Information on investees | 56 |
| (c) Information on investment in mainland China | 56~57 |
| (14) Segment information | 58 |
| List of major account titles |
29
KPMG
多侯速素群合作計算子答題
KPMG
台中市407059西屯區文心路二段201號7樓
7F, No.201, Sec.2, Wenxin Road,
Taichung City 407059, Taiwan (R.O.C.)
電話 Tel +886 4 2415 9168
器頁 Fax +886 4 2259 0196
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Microprogram Information Co., Ltd.:
Opinion
We have audited the financial statements of Microprogram Information Co., Ltd. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years 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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
The accounting principle of revenue recognition, refer to consolidated financial statements Note 4 (o); The explanation about revenue recognition, refer to consolidated financial statements Note 6 (r).
Description of key audit matter
The Company recognizes revenue based on the transfer of control of goods under each individual sales contract. Determining whether control of the goods has been transferred in accordance with the terms and conditions of each contract involves management’s subjective judgment. In addition, as a listed company, the Company faces pressure to meet investors’ expectations regarding revenue levels and stable profitability. Therefore, we have identified this as a key audit matter.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
30
KPMG
3-1
Our principal audit procedures included: understanding and testing the internal controls related to the recognition of sales revenue of the Company. We obtained an understanding of the nature of the Company’s major revenue streams, contract terms and trading conditions, in order to assess whether the accounting policies applied to determine the timing of revenue recognition were appropriate; inquiring into the variances between sales revenue from major customers and the corresponding period of the prior year to assess whether any significant anomalies existed; and selecting samples to inspect sales contracts or purchase orders to evaluate the impact of contract terms and trading conditions on revenue recognition, and to determine whether the Company’s accounting treatments were appropriate. Additional substantive procedures were performed to assess whether significant fluctuations in revenue, or material sales returns and discounts, occurred during the period before and after the financial reporting date, and to analyze the underlying reasons; the adequacy of the Company’s disclosures related to revenue was also assessed.
2. Inventory valuation
The accounting principle of inventory valuation, refer to consolidated financial statements Note 4 (g); Uncertainty in accounting estimates and assumptions for inventory valuation, refer to consolidated financial statements Note 5 (a); The explanation about inventory valuation, refer to consolidated financial statements Note 6 (c).
Description of key audit matter
The Company measures inventories at the lower of cost and net realizable value. As product manufacturing technologies evolve, the quality and selling prices of existing products may no longer meet market demand, resulting in a risk that the carrying amount of inventories may exceed their net realizable value. Therefore, we have identified this as a key audit matter.
Our principal audit procedures included: performing sampling procedures to examine the accuracy of the inventory aging report; assessing the reasonableness of the Company’s accounting policies, such as the policy for inventory write-downs and provisions for obsolescence; and reviewing the historical accuracy of the Company’s inventory valuation allowances and comparing them with the current period’s estimates to evaluate whether the estimation methodologies and assumptions applied were appropriate. The valuation of inventories was assessed for compliance with the Company’s established accounting policies. The basis adopted by management in determining selling prices was also understood in order to evaluate the reasonableness of net realizable values. Consideration was further given to whether the disclosures related to inventory valuation allowances made by management were appropriate.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 are responsible for overseeing the Company’s financial reporting process.
31
KPMG
3-2
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this 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.
32
KPMG
3-3
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chang, Tzu-Hsin and Chen, Cheng-Hsueh.
KPMG
Taipei, Taiwan (Republic of China)
March 5, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.
33
4
34
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
MICROPROGRAM INFORMATION CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 |
|---|---|---|---|---|---|
| Amount | % | Amount | Current liabilities: | Amount | % |
| 1100 Cash and cash equivalents(note 6(a)) | $ 276,375 | 17 187,287 | 14 | 6,686 | 1 7,458 |
| 1150 Notes receivable, net(note 6(b)) | 1,518 | - 1,974 | - 2130 | 30,312 | 2 44,524 |
| 1170 Accounts receivable, net(note 6(b)) | 60,539 | 4 176,682 | 14 2170 | 49,601 | 3 66,672 |
| 1180 Accounts receivable-related parties, net(notes 6(b)and 7) | 119,284 | 7 114,120 | 9 2219 | 91 | - 144 |
| 1200 Other receivables | 473 | - 753 | - 2220 | - | - 1,030 |
| 1210 Other receivables-related parties(note 7) | 110 | - - | - 2250 | - | - 19,734 |
| 1220 Tax assets | 4,517 | - 61 | - 2230 | 1,391 | - 1,319 |
| 130X Inventories(note 6(c)) | 123,373 | 8 144,735 | 11 2300 | 52,809 | 3 24,504 |
| 1410 Prepayments | 4,670 | - 10,808 | 1 2280 | 140,890 | 9 165,385 |
| 1470 Other current assets(note 6(b)) | 2 | - 5 | - | 165,385 | 13 |
| 1476 Other current financial assets(notes 6(b)and 8) | 443,650 | 28 392,605 | 30 | 576 | - 778 |
| Total current assets | 1,034,511 | 64 1,029,030 | 79 2570 | 178,494 | 11 111,154 |
| Non-current assets: | 2580 | 179,070 | 11 111,952 | ||
| 1550 Investments accounted for using equity method(note 6(d)) | 104,458 | 6 88,598 | 7 | 319,960 | 20 277,317 |
| 1600 Property, plant and equipment(note 6(e)) | 57,809 | 4 24,058 | 2 | 553,700 | 34 500,578 |
| 1755 Right-of-use-assets(note 6(f)) | 227,020 | 14 134,963 | 10 | 111,154 | 8 |
| 1780 Intangible assets(note 6(g)) | 11,409 | 1 9,058 | 1 3110 | 179,070 | 11 111,952 |
| 1840 Deferred tax assets(note 6(n)) | 4,947 | - 6,500 | - 3200 | 319,960 | 20 277,317 |
| 1920 Guarantee deposits paid(note 6(h)) | 14,059 | 1 7,118 | 1 3300 | 1,294,216 | 80 1,023,141 |
| 1975 Defined benefit assets, net(note 6(m)) | 1,133 | - 1,133 | - 3400 | 1,294,216 | 80 1,023,141 |
| 1995 Other non-current assets, others(note 6(h)) | 158,830 | 10 | - | Total equity | |
| Total non-current assets | 579,665 | 36 271,428 | 21 | Total liabilities and equity | |
| Total assets | $ 1,614,176 | 108 1,300,458 | 100 |
See accompanying notes to parent company only financial statements.
5
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
MICROPROGRAM INFORMATION CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Sales revenue(notes 6(r)and 7) | $ 504,646 | 100 | 788,826 | 100 |
| 5000 | Total operating costs(notes 6(c), (e), (f), (k), (s)and 7) | 161,623 | 32 | 347,974 | 44 |
| Gross profit from operations | 343,023 | 68 | 440,852 | 56 | |
| Operating expenses:(notes 6(e), (f), (g), (k), (m), (s)and 7) | |||||
| 6100 | Selling expenses | 158,795 | 32 | 134,624 | 17 |
| 6200 | Administrative expenses | 61,711 | 12 | 54,037 | 7 |
| 6300 | Research and development expenses | 87,610 | 17 | 71,811 | 9 |
| 6450 | Impairment loss (note 6(b)) | - | - | 8,637 | 1 |
| 308,116 | 61 | 269,109 | 34 | ||
| Net operating income | 34,907 | 7 | 171,743 | 22 | |
| Non-operating income and expenses(note 6(t)): | |||||
| 7100 | Interest income | 9,006 | 2 | 2,803 | - |
| 7010 | Other income and expenses(note 7) | 2,746 | - | 6,279 | 1 |
| 7020 | Other gains and losses(note 6(k)) | 365 | - | 17,600 | 2 |
| 7050 | Finance costs(note 6(k)) | (3,992) | (1) | (1,393) | - |
| 7060 | Share of profit (loss) of associates and joint ventures accounted for using equity method(note 6(d)) | (2,250) | - | (12,131) | (2) |
| Total non-operating income and expenses | 5,875 | 1 | 13,158 | 1 | |
| 7900 | Profit before income tax | 40,782 | 8 | 184,901 | 23 |
| 7950 | Less: Tax income(note 6(n)) | 11,752 | 3 | 33,319 | 4 |
| Profit | 29,030 | 5 | 151,582 | 19 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (1,332) | - | 3,487 | - |
| 8349 | Less:Income tax related to components of other comprehensive income that will not be reclassified to profit or loss(note 6(n)) | - | - | - | - |
| (1,332) | - | 3,487 | - | ||
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (338) | - | 3,178 | - |
| 8399 | Less:Income tax related to components of other comprehensive income that will be reclassified to profit or loss(note 6(n)) | - | - | - | - |
| (338) | - | 3,178 | - | ||
| 8300 | Other comprehensive income | (1,670) | - | 6,665 | - |
| Total comprehensive income | $ 27,360 | 5 | 158,247 | 19 | |
| Basic earnings per share(note 6(q)) | |||||
| Basic earnings per share | $ | 0.55 | 3.33 | ||
| Diluted earnings per share | $ | 0.55 | 3.33 |
See accompanying notes to parent company only financial statements.
35
6
36
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
MICROPROGRAM INFORMATION CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Total other equity interest | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Legal reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | |||
| Total other equity interest | Total equity | ||||||||
| Balance at January 1, 2024 | $ 450,578 | 80,710 | 5,917 | 74,615 | 80,532 | (4,898) | 740 | (4,158) | 607,662 |
| Profit for the year ended December 31, 2024 | - | - | - | 151,582 | 151,582 | - | - | - | 151,582 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | 3,178 | 3,487 | 6,665 | 6,665 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | 151,582 | 151,582 | 3,178 | 3,487 | 6,665 | 158,247 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve appropriated | - | - | 7,462 | (7,462) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | (45,058) | (45,058) | - | - | - | (45,058) |
| Capital increase by cash | 50,000 | 273,000 | - | - | - | - | - | - | 323,000 |
| Disposal of subsidiaries or investments accounted for using equity method | - | (20,710) | - | - | - | - | - | - | (20,710) |
| Balance at December 31, 2024 | $ 500,578 | 333,000 | 13,379 | 173,677 | 187,056 | (1,720) | 4,227 | 2,507 | 1,023,141 |
| Balance at January 1,2025 | $ 330,578 | 90,154 | 5,917 | (86,932) | (81,015) | (3,116) | (28,843) | (31,959) | 307,758 |
| Profit (loss) for the year ended December 31, 2025 | - | - | - | 29,030 | 29,030 | - | - | - | 29,030 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | (338) | (1,332) | (1,670) | (1,670) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | 29,030 | 29,030 | (338) | (1,332) | (1,670) | 27,360 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve appropriated | - | - | 15,158 | (15,158) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | (100,116) | (100,116) | - | - | - | (100,116) |
| Capital increase by cash | 53,122 | 288,339 | - | - | - | - | - | - | 341,461 |
| Employee restricted stock subscription compensation costs | - | 2,370 | - | - | - | - | - | - | 2,370 |
| Balance at December 31, 2025 | $ 553,700 | 623,709 | 28,537 | 87,433 | 115,970 | (2,058) | 2,895 | 837 | 1,294,216 |
See accompanying notes to parent company only financial statements.
7
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
MICROPROGRAM INFORMATION CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 40,782 | 184,901 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Interest revenue | (9,006) | (2,803) |
| Interest expense | 3,992 | 1,393 |
| Depreciation expense | 62,553 | 28,226 |
| Amortization expense | 1,441 | 667 |
| Net loss on financial assets or liabilities at fair value through profit or loss | - | 8,637 |
| Share of loss of subsidiaries, associates for using equity method | 2,250 | 12,131 |
| Loss on inventory write-down and obsolescence | 463 | 10,849 |
| Gain from disposal of property, plan and equipment | (451) | (1,073) |
| Loss on disposal of intangible assets | - | 1 |
| Gain from disposal of investments | - | (23,144) |
| Gain from lease modification | (4) | (198) |
| Total adjustments to reconcile profit | 61,238 | 34,686 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease in notes receivable | 456 | 1,748 |
| Decrease (increase) in accounts receivable | 110,979 | (46,809) |
| Decrease (increase) in other receivable | 186 | (293) |
| Decrease (increase) in inventories | 17,423 | (7,851) |
| Decrease (increase) in prepayments | 6,138 | (6,491) |
| Decrease (increase) in other current assets | 3 | (3) |
| Decrease in net defined benefit asset | - | 20 |
| Total changes in operating assets | 135,185 | (59,679) |
| Changes in operating liabilities: | ||
| (Decrease) increase in contract liabilities | (772) | 2,629 |
| Decrease in notes payable | - | (775) |
| Decrease in accounts payable | (14,212) | (21,210) |
| (Decrease) increase in other payable | (17,124) | 19,529 |
| Decrease in provisions | (1,030) | (3,157) |
| Increase in other current liabilities | 72 | 65 |
| Total changes in operating liabilities | (33,066) | (2,919) |
| Total changes in operating assets and liabilities | 102,119 | (62,598) |
| Total adjustments | 163,357 | (27,912) |
| Cash inflow generated from operations | 204,139 | 156,989 |
| Interest received | 8,990 | 2,485 |
| Interest paid | (3,992) | (1,411) |
| Income taxes paid | (34,591) | (109) |
| Net cash flows from (used in) operating activities | 174,546 | 157,954 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of investments accounted for using equity method | (20,000) | - |
| Proceeds from disposal of investments accounted for using equity method | - | 16,557 |
| Acquisition of property, plant and equipment | (46,258) | (13,191) |
| Proceeds from disposal of property, plant and equipment | 477 | 1,160 |
| Increase in prepayments for business facilities | (158,830) | - |
| Increase in refundable deposits | (6,941) | (1,457) |
| Acquisition of intangible assets | (3,792) | (1,344) |
| Increase in other financial assets | (51,045) | (356,689) |
| Dividends received | 220 | - |
| Net cash flows from (used in) investing activities | (286,169) | (354,964) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | - | 90,000 |
| Decrease in short-term loans | - | (105,000) |
| Payment of lease liabilities | (43,004) | (16,913) |
| Cash dividends paid | (100,116) | (45,058) |
| Capital increase by cash | 343,831 | 323,000 |
| Net cash flows from (used in) financing activities | 200,711 | 246,029 |
| Net increase (decrease) in cash and cash equivalents | 89,088 | 49,019 |
| Cash and cash equivalents at beginning of period | 187,287 | 138,268 |
| Cash and cash equivalents at end of period | $ 276,375 | 187,287 |
See accompanying notes to parent company only financial statements.
37
Attachment VII
Microprogram Information Co., Ltd.
Comparison Table of Amendments to the Articles of Incorporation
| Before Amendment | After Amendment | ||
|---|---|---|---|
| Article 2 | The business scope of the Company is as follows: | Article 2 | The business scope of the Company is as follows: |
| 01. F113010 Wholesale of Machinery. | 01. F113010 Wholesale of Machinery. | ||
| 02. F113030 Wholesale of Precision Instruments. | 02. F113030 Wholesale of Precision Instruments. | ||
| 03. F213030 Retail Sale of Computers and Clerical Machinery Equipment. | 03. F213030 Retail Sale of Computers and Clerical Machinery Equipment. | ||
| 04. F213040 Retail Sale of Precision Instruments. | 04. F213040 Retail Sale of Precision Instruments. | ||
| 05, F213080 Retail Sale of Machinery and Tools. | 05, F213080 Retail Sale of Machinery and Tools. | ||
| 06. F401010 International Trade. | 06. F401010 International Trade. | ||
| 07. I301020 Data Processing Services. | 07. I301020 Data Processing Services. | ||
| 08. I401010 General Advertisement Service. | 08. I401010 General Advertisement Service. | ||
| 09. CC01110 Computer and Peripheral Equipment Manufacturing. | 09. CC01110 Computer and Peripheral Equipment Manufacturing. | ||
| 10. CC01080 Electronics Components Manufacturing. | 10. CC01080 Electronics Components Manufacturing. | ||
| 11. CC01070 Wireless Communication Mechanical Equipment Manufacturing. | 11. CC01070 Wireless Communication Mechanical Equipment Manufacturing. | ||
| 12. F118010 Wholesale of Computer Software. | 12. F118010 Wholesale of Computer Software. | ||
| 13. F113050 Wholesale of Computers and Clerical Machinery Equipment. | 13. F113050 Wholesale of Computers and Clerical Machinery Equipment. | ||
| 14. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import. | 14. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import. | ||
| 15. I301010 Information Software Services. | 15. I301010 Information Software Services. | ||
| 16. CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing. | 16. CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing. | ||
| 17. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. | 17. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. | ||
| 18. F301010 Department Stores. | 18. F301010 Department Stores. | ||
| 19. F399990 Retail Sale of Other Integrated. | 19. F399990 Retail Sale of Other Integrated. | ||
| 20. JE01010 Rental and Leasing. | 20. JE01010 Rental and Leasing. | ||
| 21. I301040 Third-Party Payments. | 21. F214040 Retail Sale of Bicycles and Component Parts Thereof. | ||
| 22. F214040 Retail Sale of Bicycles and Component Parts Thereof. | 22. F213110 Retail Sale of Batteries. | ||
| 23. F213110 Retail Sale of Batteries. | 23. F113110 Wholesale of Batteries. | ||
| 24. F113110 Wholesale of Batteries. | 24. F114990 Wholesale of Other Traffic Means of Transport and Component Parts Thereof. |
| 25. F114990 Wholesale of Other Traffic Means of Transport and Component Parts Thereof. | 25. CD01050 Bicycles and Parts Manufacturing. | ||
|---|---|---|---|
| 26. CD01050 Bicycles and Parts Manufacturing. | 26. G202010 Parking Area Operators. | ||
| 27. G202010 Parking Area Operators. | |||
| Article 24 | These Articles of Incorporation were established on November 3, 1995. | Article 24 | These Articles of Incorporation were established on November 3, 1995. |
| The 1st amendment was made on December 18, 1995. | The 1st amendment was made on December 18, 1995. | ||
| The 30th amendment was made on May 22, 2025. | The 30th amendment was made on May 22, 2025. | ||
| The 31st amendment was made on May 20, 2026. |
39
Attachment VIII
Microprogram Information Co., Ltd.
List of Director Candidates Proposed for Release from Non-Competition Restrictions
| Category | Name | Gender | Nationality or Place of Registration | Current Positions Held in the Company's | |
|---|---|---|---|---|---|
| Company Name | Title | ||||
| Corporate Director | Giant Industrial Manufacturing Co., Ltd. | Republic of China | |||
| Representative of a Corporate Director | Chiao-Li Pan | Female | Republic of China | Giant Industrial Manufacturing Co., Ltd. | Finance and Accounting Manager |
| BVI | Darzins Holdings Ltd. | Director | |||
| BVI | Merdeka International Ltd. | Director | |||
| Netherlands | Giant Europe B. V. | Director | |||
| United States of America | Giant Bicycle Inc. | Director | |||
| Australia | Giant Bicycle Company Pty. Ltd. | Director | |||
| Canada | Giant Bicycle Canada Inc. | Director | |||
| Germany | Giant Deutschland GmbH | Director | |||
| France | Giant France S.A.R.L. | Director | |||
| United Kingdom | Giant U. K. Ltd. | Director | |||
| Netherlands | Giant Europe Manufacturing B.V. | Director | |||
| Poland | Giant Polska Sp. ZO.O. | Director | |||
| Benelux | Giant Benelux B.V. | Director | |||
| South Korea | Giant Korea Co., Ltd. | Director | |||
| Italy | Giant Italia S.R.L. | Director | |||
| Netherlands | Giant Manufacturing Hungary Ltd. | Director | |||
| Vietnam | Giant Vietnam Manufacturing Company Limited | Director | |||
| Vietnam | GIANT SEA BICYCLE COMPANY LIMITED | Director | |||
| United States of America | SPIA CYCLING INC. | Director | |||
| Thailand | Giant Bicycle (Thailand) Co., Ltd. | Director | |||
| Spain | Giant Spain S.L. | Director |