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MII — AGM Information 2026
May 28, 2026
51999_rns_2026-05-28_6ec7a6ac-99ab-42b7-8e60-ca18c7055e74.pdf
AGM Information
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Microtek International Inc.
Minutes of 2026 Annual General Shareholders' Meeting
Time : Am 9:00, May 26. 2026
Place : No. 6 Industry East Road 3, Hsinchu Science Park, Hsinchu City
Total outstanding shares: 202,719,007 shares (non-voting rights not included).
Total shares represented by shareholders present in person or by proxy : 112,044,806 shares.
Percentage of shares held by shareholders present in person or by proxy : 55.27%.
Board member present: Legal representative of Paulko Enterprises Co.
Ltd-Chin-Lai Wu, Legal representative of Adara International Inc. -Ching-Hui Hsieh, Po-Tsung Lin, Independent director Wei-Lee Chang
Chairman : Chin-Lai Wu, the chairman of the board of directors
Recorder: An-Yan Li
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The chairman called the meeting to order.
I. Chairman's address : (omitted)
II. Report Items :
- 2025 Operating and financial results
Refer Appendix 1 & 2 Business report and financial statements.
- Audit Committee's review opinions on 2025 financial statements.
Microtek International Inc.,
Audit Committee's report
Attention: Annual General shareholder's meeting
We, the audit committee of the company, have reviewed business report, parent company only financial statements, consolidated financial statements of the year 2025 and distribution of 2025 earnings in accordance with Article 14-4 of Securities and Exchange Act and Article 219 of Company Act.
Convene of Audit committee : Wei-Lee Chang
March 10,2026
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- Report on 2025 Employees' and Directors' Remuneration.
(1) If the Corporation gains profits in the year, determined by the Board of Directors, the Corporation shall set aside two percent (2%) to ten percent (10%) of the profits as the remuneration for employees. In addition, the Corporation shall set aside no less 0.5% as the remuneration or adjust salaries for basic employees. However, if the Company has accumulated loss, certain amount to offset such loss shall be set aside in advance. In addition, the aforementioned remuneration for employees can be distributed by stocks or cash. If there is surplus after the aforementioned remuneration has been distributed, suggested by the Compensation Committee and determined by the Board of Directors, not more than three percent (3%) of the aforementioned surplus shall be paid as the remuneration for the directors.
(2) Based on the recommendation of the Compensation Committee and the resolution of the Board of Directors, for the year 2025, employee compensation of NT$1,403,000 (7.42%), grassroots employee compensation of NT$100,000 (0.53%), and director compensation of NT$497,000 (2.86%) have been allocated, all to be distributed in cash.
- Remuneration and Remuneration Policy of director.
(1) It is stipulated in the Article 16 of the Articles of Incorporation that the Compensation Committee shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Corporation's operation and with reference to the standards implemented by the other companies in the same industry. The remuneration paid by the corporation to managers is based on their educational backgrounds, work experiences and references to the salaries paid in the same industry; also, it refers to the proportion of powers and responsibilities of the position, the achievement of personal performance and the contribution to the company's operating goals, and the risk of the position. Ex. Achievement of sales, profit, result of research and development, regulation compliance, internal control implement and formulate reasonable remuneration policy.
(2) Due to the Company's profits not reaching the required level, the directors currently do not receive any fixed remuneration, except for attendance fees for each board meeting and director compensation allocated in
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accordance with Article 27 of the Company's Articles of Incorporation. The Company has nine directors, and total attendance fees for directors amounted to NT$1,760,000 in 2025.
III. Proposal Items :
- Adoption of 2025 Business report and financial statements • (Proposed by board of directors)
Explanation: (1) 2025 financial statements had been audited by CPA Chun-Yuan Wu and Chien-Hui Lu from KPMG CPA Firms.
(2) 2025 Business report and financial statements had been resolved by the board of directors on Mar.10,2026, 12th round of the 17th session and reviewed by audit committee. The audit committee had made audit committee's report.
(3) 2025 Business report and financial statements please refer to appendix I&II.
Resolution: the above proposal was approved as proposed.
Shareholders' question and reply by the company: No question submitted by shareholders.
Shares represented at the time of voting: 108,844,620 Votes.
| Voting results | Of the total represented shares |
|---|---|
| Votes in favor 105,587,161 votes (1,492,250 votes casted electronically) | 94.23% |
| Votes against 44,342 votes (44,342 votes casted electronically) | 0.03% |
| Votes abstained 6,413,303 votes (6,406,902 votes casted electronically) | 5.72% |
- Adoption of the Proposal for Distribution of 2025 Earnings. (Proposed by board of directors)
Explanation: (1) 2025 financial statements had been audited by KPMG CPA Firms and resolved by the board of directors on Mar.10,2026, 12th round of the 17th session.
(2) The Company's financial statements for the year 2025 have been completed. Beginning unabsorbed losses amounted to NT$33,405,432. Net profit after tax for 2025 was NT$39,748,216, and other comprehensive income totaled
NT$6,888,314. In addition, 10% was appropriated to the legal reserve in accordance with the law, amounting to NT$1,323,110, and a special reserve of NT$11,907,988 was also appropriated. The distributable earnings at the end of the period amounted to NT$0.
Microtek International, Inc.
Distribution of 2025 Earnings
Unit: NT$
| ITEMS | Amount |
|---|---|
| Beginning of 2025 accumulated deficit | (33,405,432) |
| Net profit of 2025 | 39,748,216 |
| Remeasurement changes of defined benefit plans (current period) | 6,888,314 |
| Subtotal | 13,231,098 |
| Provision or reversal items: | |
| Allocation to legal reserve (10%) | (1,323,110) |
| Allocation to special reserve (Impairment of the Company's shares held by subsidiaries) | (11,907,988) |
| Unappropriated retained earnings at the end of 2025 | 0 |
Chairman: Chin-Lai Wu Manager: Ching-Hui Hsieh Chief accounting officer: Lee-Ying Chu
Resolution: the above proposal was approved as proposed.
Shareholders' question and reply by the company: No question submitted by shareholders.
Shares represented at the time of voting: 112,044,806 Votes.
| Voting results | Of the total represented shares |
|---|---|
| Votes in favor 105,593,261 votes (1,498,350 votes casted electronically) | 94.24% |
| Votes against 47,342 votes (47,342 votes casted electronically) | 0.04% |
| Votes abstained 6,404,203 votes (6,397,802 votes casted electronically) | 5.71% |
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IV. Discussion Items :
- Discussion of amendments to Articles of Incorporation. (Proposed by board of director)
Explanation: (1) In response to legal amendments, it is proposed to amend Articles of Incorporation.
(2) The original provisions and proposed amendments are as follows:
| Article | Before The Revision | After The Revision |
|---|---|---|
| Article 16 | The Corporation shall have nine Directors. The Directors are elected by shareholders to serve a term of three years, which can be renewed if elected at the end of the term. The aforesaid Board of Directors must have at least three Independent Directors. The aforesaid numbers of Independent Directors shall not be less than one-fifth of total seats of Directors. The candidate nomination system is adopted. The shareholders' meeting will select directors from the list of director candidates at random. The election of independent directors and non-independent directors shall be held together; provided, however, the number of independent directors and non-independent directors elected shall be calculated separately. The Compensation Committee shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Corporation's operation and with reference to the standards implemented by the other companies in the same industry. | The Corporation shall have nine Directors. The Directors are elected by shareholders to serve a term of three years, which can be renewed if elected at the end of the term. The aforesaid Board of Directors must have at least three Independent Directors. The aforesaid numbers of Independent Directors shall not be less than one-third of total seats of Directors. The candidate nomination system is adopted. The shareholders' meeting will select directors from the list of director candidates at random. The election of independent directors and non-independent directors elected shall be calculated separately. The Compensation Committee shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Corporation's operation and with reference to the standards implemented by the other companies in the same industry. |
| Article 32 | omitted... | omitted... |
| The thirty-fifth amended was made |
on May. 26, 2026
(3) the proposed are submitted for discussion.
Resolution : the above amended proposal was approved.
Shareholders' question and reply by the company : No question submitted by shareholders.
Shares represented at the time of voting: 112,044,806 Votes.
| Voting results | Of the total represented shares |
|---|---|
| Votes in favor 105,685,343 votes (1,590,432 votes casted electronically) | 94.32% |
| Votes against 39,655 votes (39,655 votes casted electronically) | 0.03% |
| Votes abstained 6,319,808 votes (6,313,407 votes casted electronically ) | 5.64% |
V. Election Items :
- The Election for 18th session of the company's directors. (Proposed by board of directors)
Explanation : (1) The company has 9 directors according to Article 16 of Articles of incorporation.
(2) The 17th session of directors expired on 29 May, 2025 and the directors will be re-elected at this general shareholders' meeting.
(3) The 18th session of nine directors (including 3 independent directors) will start from 26 May, 2026 till 25 May, 2029. Their term is three years. The directors will be elected continually while next terms. The audit committee will be composed of independent directors elected at this general shareholders' meeting.
(4) The directors shall be elected from the nomination list which was examined and approved by the by the 17th 12 session board meeting. The candidates' information is as follows:
| No | Name | Shareholding | Education and experience | Remark |
|---|---|---|---|---|
| 1 | Representative of Paulko Enterprises Co. Ltd. Cheng-Hsun Hsu | 66,398,965 | MS in Business Administration, University of Southern California, Chairman of Microtek International, Inc. |
| No | Name | Shareholding | Education and experience | Remark |
|---|---|---|---|---|
| 2 | Representative of Paulko Enterprises Co. Ltd. | |||
| Clark Bob Hsu | 66,398,965 | Master of USA Anderson School at UCLA, | ||
| Vice Chairman of Preferred Bank | ||||
| 3 | Representative of Paulko Enterprises Co. Ltd. | |||
| Hsu Paul A | 66,398,965 | Ed. D.in Educational Leadership Program, | ||
| UCLA, | ||||
| CEO of Lotus Creek Foundation | ||||
| 4 | Representative of Wilson Investment Ltd. | |||
| Chin-Lai Wu | 37,528,872 | MS in EE, University of Southern California, | ||
| USA, | ||||
| GM of Research & Development Unit in Microtek International, | ||||
| Inc. | ||||
| 5 | Representative of Wilson Investment Ltd. | |||
| Ching-Hui Hsieh | 37,528,872 | MS in Arts | ||
| Missouri State University, | ||||
| General Manager of Microtek International, | ||||
| Inc. | ||||
| 6 | Representative of Wilson Investment Ltd. | |||
| Po-Tsung Lin | 37,528,872 | BS in Business Administration, Fu Jen Catholic University, | ||
| GM of Marketing & Sales Unit in Microtek International, Inc. | ||||
| 7 | Wei-Lee Chang | 19,772 | MS in Management of Technology National Chiao Tung University, | |
| iCAN Project Consultant | Independent director | |||
| 8 | Chien-Ru Liu | - | MS in Business Administration, | |
| Washington University, | ||||
| General Manager of Microtek International, | ||||
| Inc.(Retired) | Independent director | |||
| 9 | WEN-HUA HU | - | Master of Science in Mechanical Engineering, | |
| University of Alabama, | ||||
| Former Deputy Director, | ||||
| Sales Division, Altek Corporation | Independent director |
(5) Please vote.
Vote Result :
The elected list and votes of 18th session board of directors is as following :
| Shareholder No | Shareholder Name | Votes | |
|---|---|---|---|
| Director | 129408 | Representative of Paulko Enterprises Co. Ltd. Cheng- Hsun Hsu | 104,985,540 |
| Director | 129408 | Representative of Paulko Enterprises Co. Ltd. Clark Bob Hsu | 104,898,911 |
| Director | 129408 | Representative of Paulko Enterprises Co. Ltd. Hsu Paul A | 104,898,383 |
| Director | 129409 | Representative of Wilson Investment Ltd. Chin-Lai Wu | 105,785,710 |
| Director | 129409 | Representative of Wilson Investment Ltd. Ching-Hui Hsieh | 104,929,741 |
| Director | 129409 | Representative of Wilson Investment Ltd. Po-Tsung Lin | 104,988,351 |
| Independent Director | 29 | Wei-Lee Chang | 105,622,832 |
| Independent Director | - | Chien-Ru Liu | 104,942,716 |
| Independent Director | - | WEN-HUA HU | 105,551,856 |
VI. Other Items :
- Discussions of Release the Prohibition on Directors from Participation in Competitive Business. (Proposed by Board of directors).
Explanation: (1) According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to meeting of the shareholder the essential contents of such an act and secure its approval.
(2) The directors elected at 2026 general shareholders' meeting working in other companies concurrently without infringement of interest to the company are proposed to release the prohibition on directors from participation in competitive business.
(3) The concurrent positions of competitive business of directors elected at this shareholder's meeting is as followings:
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| Name | Positions in other company |
|---|---|
| Chin-Lai Wu | 1. Director of |
| Shanghai Microtek Technology Co., Ltd. | |
| Microtek Computer Technology (Wu Jiang) Co., Ltd. | |
| Adara International Inc. |
-
Legal representative of
Shanghai Microtek Technology Co., Ltd.
Shanghai Microtek Medical Device Co., Ltd.
Adara International Inc. |
| Ching-Hui Hsieh | 1. Director of
Shanghai Microtek Technology Co., Ltd.
Microtek Computer Technology (Wu Jiang) Co., Ltd. |
| Po-Tsung Lin | 1. Director of
Shanghai Microtek Technology Co., Ltd.
Microtek Computer Technology (Wu Jiang) Co., LTD.
Shanghai Joinwit Optoelectronic Tech Co., Ltd. -
Legal representative of
Microtek Computer Technology (Wu Jiang) Co., Ltd. -
General Manager of
Shanghai Microtek Technology Co., Ltd.
Shanghai Microtek Medical Device Co., Ltd. |
(4) the proposed are submitted for discussion
Resolution : the above amended proposal was approved.
Shareholders' question and reply by the company : No question submitted by shareholders.
Shares represented at the time of voting: 112,044,806 Votes.
| Voting results | Of the total represented shares |
|---|---|
| Votes in favor 105,505,517 votes (1,410,606 votes casted electronically) | 94.16% |
| Votes against 178,036 votes (178,036 votes casted electronically) | 0.15% |
| Votes abstained 6,361,253 votes (6,354,852 votes casted electronically ) | 5.67% |
VII. Extemporary motions : None
VIII. Meeting adjourn: Am 9:40, May 27. 2025
Chairman: : Chin-Lai Wu
Recorder: An-Yan Li
Appendix I
Microtek Business Report
Microtek's revenue reached NT$ 747 million in 2025, increased by 4% compared to the previous year. Expenses totaled NT$325 million, up 3% from the previous year. Operating profit was NT$7.31 million, and net profit after tax amounted to NT$39.75 million.
- Accomplishments of the Year 2025
(1) Results of Operating Plans:
Unit: NT$K
| Item | 2025 | 2024 | Variable Proportion |
|---|---|---|---|
| Operating Revenue | 746,385 | 717,115 | 4% |
| Gross Profit | 332,293 | 261,129 | 27% |
| Operating expense | 324,981 | 315,252 | 3% |
| Operating income(loss) | 7,321 | (54,123) | 114% |
| Non-operating income(loss) | 111,832 | 115,341 | (3%) |
| Income before Tax | 119,144 | 61,218 | 95% |
| Tax | 30,922 | 3,114 | 893% |
| Net Income | 88,222 | 58,104 | 52% |
| Net income attributable to shareholders of the parent | 39,748 | 27,800 | 43% |
(2) Financial Performance
Unit: NT$K
| Item | 2025 | 2024 | Variable Amounts |
|---|---|---|---|
| Net cash flow from operating activities | 140,197 | 210,514 | (70,317) |
| Net cash flow from investing activities | (89,212) | 5,959 | (95,171) |
| Net cash flow from financing activities | (45,559) | (51,148) | 5,589 |
(3) Profitability Analysis
| Year | 2025 | 2024 | |
|---|---|---|---|
| Return on assets (%) | 3.04 | 2.10 | |
| Return on equity (%) | 3.67 | 2.50 | |
| Income to capital stock (%) | Operating Income | 0.36 | (2.63) |
| Income before tax | 5.79 | 2.98 | |
| Profit margin (%) | 11.82 | 8.10 | |
| Earnings per share(NT$) | 0.20 | 0.14 |
(4) Technological Developments
(i) Develops new generation multi-function inspection instrument with high level platform.
(ii) Develops professional biotechnology assistance interpretation software.
(iii) Develops new generation professional image capture device with high speed interface.
(iv) Develops new generation non-destructive digital inspecting device.
(v) Develops analysis technology with AI.
(vi) Keep on developing high pixels, high speed capture image modules which are applied to high speed field.
(vii) Enhances image storage manage system for various professional field.
- Operational Highlights of the Year 2026
(1) Management Policy
In response to the global trend of digital transformation and AI, Fulltech's management policy focuses on vertical integration from image capture to intelligent applications. Fulltech is not only a hardware manufacturer but also a comprehensive provider of image processing solutions. Beyond consolidating existing niche markets, the core objective is to accelerate AI application deployment by combining automated optical systems with deep learning, targeting various imaging applications and precision inspection fields
(2) Key Policies
Market and Sales Strategy: Focus on general-purpose imaging equipment. With the rapid development of AI, Fulltech leverages imaging and AI applications to assist industries in achieving automation, providing customers with the most comprehensive solutions, and actively expanding domestic and international markets.
Product Development and Manufacturing: Centered on imaging technology, Fulltech integrates the latest AI innovations to build intelligent imaging capabilities, consolidating multi-faceted systems for extensive applications in optical imaging products and automation equipment.
Chairman : Ching-Lai Wu
Manager : Ching-Hui Hsieh
Chief accounting officer : Lee-Ying Chu
KPMG
Appendix II
多侯速素群合作能源产品
KPMG
新竹市科學園區300091展第一路11號
No. 11, Prosperity Road I, Hsinchu Science Park,
Hsinchu, 300091, Taiwan (R.O.C.)
電話 Tel +886 3 579 9955
傳真 Fax +886 3 563 2277
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Microtek International Inc.:
Opinion
We have audited the consolidated financial statements of Microtek International Inc. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including a summary of significant 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”) and 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 audit 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters should be reflected in our report are as follows:
- Evaluation of investment properties
Please refer to note 4(9) to the consolidated financial statements for the accounting policy on fair value assessment of investment properties, note 5(1) for critical accounting estimate and judgments of investment property fair value assessment, and note 6(9) “investment property” for the related disclosures of investment properties fair value assessment.
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KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
Description of key audit matters:
The Group holds certain investment properties which represent significant proportion of total assets in the consolidated financial statements; its accounting treatment is in accordance with the provision of IAS 40, the initial recognition is measured at cost, and the fair value model is adopted for the subsequent measurement. The fair value changes are recognized in the profit or loss. The Group used the recommendations of the external property appraiser’s report as the basis for evaluating the fair value of the investment property. The nearby market conditions quoted in the appraisal report, and the rent rate of the investment property provided by the Group is the relevant financial information for the appraiser’s report which involve significant judgement and estimation uncertainty. If the assessment of changes in fair value is not appropriate, it may cause misstatements in the financial statements. Therefore, the valuation of investment property is one of the important matters in the audit of the consolidated financial statements of the Company.
How the matter was addressed in our audit:
Our principal audit procedures include engaging an internal KPMG specialist to evaluate the valuation reports issued by professional valuation institution which are engaged by the Group, reviewing the rationality of the evaluation methodology and the material assumptions and market information adopted by professional valuation institution; assessing whether measurement and disclosure of the investment properties is appropriate.
- Impairment of property, plant and equipment (including right-of-use assets) and intangible assets (including goodwill)
Please refer to Note 4(13) Impairment of non-financial assets of the consolidated financial statements for details on the accounting policy related to impairment of assets; Note 5(2) Assessment of impairment of property, plant and equipment (including right-of-use assets) and intangible assets (including goodwill) for uncertainty of accounting assumptions and estimations. Please refer to note 6(7) of the consolidated financial statements for details on assessment of impairment of property, plant and equipment. Please refer to note 6(8) of the consolidated financial statements for details on assessment of right-of-use assets. As explanation of goodwill impairment assessment, please refer to note 6(10) of the consolidated financial statements.
Key Audit Matter Explanation:
The impairment assessment of property, plant and equipment (including right-of-use assets) and intangible assets (including goodwill) is important as the business of the Image Scanner Division of the Group is making continuous losses due to market decline and the difficulty of product transformation. The impairment assessment of assets includes the identification of cash-generating units. We list the assessment as one of our key audit matters, because the process is complicated and contains the subjective judgment of the management, such as determining the method of evaluation, selecting important assumptions and calculating recoverable amounts.
How the matter was addressed in our audit:
Our principal audit procedures in respect of the above-mentioned key audit matter included assessing the Group management’s identification of cash-generating units that may be subject to impairment, as well as the indicators of impairment identified by the management. We further obtained an understanding of and tested the basis on which the management determined fair value less costs of disposal as the recoverable amount, including examining the external valuation reports, observable market data and supporting documentation used, and evaluating whether their sources, assumptions and market conditions were reasonable. We also assessed the reasonableness of the estimates of fair value and disposal costs and the accuracy of the related calculations, and reviewed whether the disclosures relating to the above assets in the consolidated financial statements were appropriate.
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KPMG
Other Matter
Microtek International Inc. 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, interpretations as well as related guidance 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 (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercised professional judgement and maintained professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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KPMG
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient 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 Chun-Yuan Wu and Chien-Hui Lu.
KPMG
Taipei, Taiwan (Republic of China)
March 10, 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 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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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Microtek International Inc. and subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Current Assets: | Amount % | Amount % |
| 1100 Cash and cash equivalents (note 6(1)) | $ 540,782 18 | 526,750 18 |
| 1110 Current financial assets at fair value through profit or loss (note 6(2)) | 399,933 13 | 407,177 14 |
| 1136 Current financial assets at amortized cost, net (notes 6(3) and 8) | 369,153 12 | 405,465 14 |
| 1170 Notes and accounts receivable, net (note 6(4)) | 77,949 2 | 72,116 2 |
| 130X Inventories (note 6(5)) | 147,414 5 | 107,654 4 |
| 1476 Other financial assets – currents | 21,542 1 | 14,483 - |
| 1479 Other current assets | 21,747 1 | 21,507 1 |
| 1,578,520 52 | 1,555,152 53 | |
| Non-current assets: | ||
| 1510 Non-current financial assets at fair value through profit or loss (note 6(6)) | 969 - | 969 - |
| 1535 Non-current financial assets at amortized cost, net (notes 6(3) and 8) | 264,900 9 | 150,862 5 |
| 1600 Property, plant and equipment (notes 6(7) and 8) | 351,271 12 | 375,955 13 |
| 1755 Right-of-use assets (note (6(8)) | 222,000 7 | 253,085 9 |
| 1760 Investment property, net (note 6(9)) | 520,254 17 | 531,769 18 |
| 1780 Total intangible assets (note 6(10)) | 51,724 2 | 49,854 2 |
| 1840 Deferred tax assets (note 6(15)) | 7,959 - | 14,336 - |
| 1975 Net defined benefit asset, non-current (note 6(14)) | 33,774 1 | 24,804 - |
| 1990 Other non-current assets | 5,791 - | 4,738 - |
| 1,458,642 48 | 1,406,372 47 | |
| Total assets | $ 3,037,162 100 | 2,961,524 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Current liabilities: | Amount % | Amount % |
| 2100 Short-term borrowings (notes 6(11) and 8) | $ - | - |
| 2130 Contract liabilities (note 6(18)) | 27,582 1 | 27,285 1 |
| 2170 Accounts payable | 93,552 3 | 85,807 3 |
| 2200 Accrued expenses | 142,967 5 | 102,576 3 |
| 2230 Current tax liabilities | 23,258 1 | 12,516 - |
| 2280 Lease liabilities-current (note 6(12)) | 8,894 - | 12,893 - |
| 2399 Other current liabilities | 18,731 - | 11,159 - |
| 314,984 10 | 275,236 8 | |
| Non-current liabilities: | ||
| 2570 Deferred tax liabilities (note 6(15)) | 135,249 4 | 145,002 5 |
| 2580 Lease liabilities-non-current (notes 6(12)) | 168,170 6 | 192,849 7 |
| 2600 Other non-current liabilities | 15,598 1 | 21,883 1 |
| 319,017 11 | 359,734 13 | |
| Total liabilities | 634,001 21 | 634,970 21 |
| Equity (note 6(16)): | ||
| Equity attributable to the shareholders of parent company (note 6(16)): | ||
| 3100 Ordinary share | 2,056,608 68 | 2,056,608 69 |
| 3300 Accumulated deficits | 13,231 - | (33,405) (1) |
| 3400 Other equity interest | 268,182 9 | 277,836 10 |
| 3500 Treasury shares | (49,781) (2) | (49,781) (2) |
| Total equity attributable to the shareholders of parent company | 2,288,240 75 | 2,251,258 76 |
| 36XX Non-controlling interests | 114,921 4 | 75,296 3 |
| Total equity | 2,403,161 79 | 2,326,554 79 |
| Total liabilities and equity | $ 3,037,162 100 | 2,961,524 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Microtek International Inc. 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 | Operating revenue (note 6(18)) | $ 746,385 | 100 | 717,115 | 100 |
| 5000 | Operating costs (notes 6(5) and (14)) | 414,092 | 55 | 455,986 | 64 |
| Gross profit | 332,293 | 45 | 261,129 | 36 | |
| Operating expenses (notes 6(14) and 7): | |||||
| 6100 | Selling expenses | 106,895 | 14 | 111,671 | 15 |
| 6200 | Administrative expenses | 117,069 | 16 | 97,579 | 14 |
| 6300 | Research and development expenses | 103,136 | 14 | 100,216 | 14 |
| 6450 | Expected credit impairment loss (gain) (note 6(4)) | (2,119) | - | 5,786 | 1 |
| 324,981 | 44 | 315,252 | 44 | ||
| Net operating income (loss) | 7,312 | 1 | (54,123) | (8) | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (note 6(20)) | 29,271 | 4 | 30,183 | 4 |
| 7110 | Net operating income (loss) (note 6(13)) | 124,394 | 17 | 131,626 | 18 |
| 7020 | Other gains and losses (notes 6(20) and 7) | (38,005) | (5) | (42,614) | (6) |
| 7510 | Interest expense (note 6(12)) | (3,828) | (1) | (3,854) | - |
| 111,832 | 15 | 115,341 | 16 | ||
| 7900 | Income before income tax | 119,144 | 16 | 61,218 | 8 |
| 7950 | Less: income tax expenses (note 6(15)) | 30,922 | 4 | 3,114 | - |
| Net income for the period | 88,222 | 12 | 58,104 | 8 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that will not be reclassified to profit or loss (notes 6(14) and (15)) | ||||
| 8311 | Gains on remeasurements of defined benefit plans | 8,610 | 1 | 9,147 | 1 |
| 8349 | Less: income tax related to items that will not be reclassified to profit or loss | 1,722 | - | 1,829 | - |
| Total items that will not be reclassified to profit or loss | 6,888 | 1 | 7,318 | 1 | |
| 8360 | Items that may be reclassified subsequently to profit or loss (notes 6(15) and (16)) | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (11,089) | (1) | 54,644 | 8 |
| 8399 | Less: income tax related to items that will be reclassified to profit or loss | (2,413) | - | 10,527 | 2 |
| Total items that may be reclassified subsequently to profit or loss | (8,676) | (1) | 44,117 | 6 | |
| 8300 | Other comprehensive income, net of tax | (1,788) | - | 51,435 | 7 |
| 8500 | Total comprehensive income for the period | $ 86,434 | 12 | 109,539 | 15 |
| Net income attributable to: | |||||
| 8610 | Owners of parent | $ 39,748 | 6 | 27,800 | 4 |
| 8620 | Non-controlling interests | 48,474 | 6 | 30,304 | 4 |
| $ 88,222 | 12 | 58,104 | 8 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 36,982 | 5 | 77,227 | 11 |
| 8720 | Non-controlling interests | 49,452 | 7 | 32,312 | 4 |
| $ 86,434 | 12 | 109,539 | 15 | ||
| Basic earnings per share (NT dollars) (note 6(17)) | |||||
| 9750 | Basic earnings per share | $ | 0.20 | 0.14 | |
| 9850 | Diluted earnings per share | $ | 0.20 | 0.14 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Microtek International Inc. and subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total other equity interest | Treasury shares | Total equity attributable to the shareholders of parent company | Non-controlling interests | Total equity | |||||
| Ordinary share capital | Accumulated deficits | Exchange differences on translation of foreign financial statements | Gains on revaluation | Total | |||||
| Balance at January 1, 2024 | $ 2,056,608 | (68,523) | (151,445) | 387,172 | 235,727 | (49,781) | 2,174,031 | 56,142 | 2,230,173 |
| Net income for the period | - | 27,800 | - | - | - | - | 27,800 | 30,304 | 58,104 |
| Other comprehensive income for the period | - | 7,318 | 42,109 | - | 42,109 | - | 49,427 | 2,008 | 51,435 |
| Total comprehensive income for the period | - | 35,118 | 42,109 | - | 42,109 | - | 77,227 | 32,312 | 109,539 |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | (41,295) | (41,295) |
| Capital increase in cash by subsidiaries | - | - | - | - | - | - | - | 28,137 | 28,137 |
| Balance at December 31, 2024 | 2,056,608 | (33,405) | (109,336) | 387,172 | 277,836 | (49,781) | 2,251,258 | 75,296 | 2,326,554 |
| Net income for the period | - | 39,748 | - | - | - | - | 39,748 | 48,474 | 88,222 |
| Other comprehensive income for the period | - | 6,888 | (9,654) | - | (9,654) | - | (2,766) | 978 | (1,788) |
| Total comprehensive income for the period | - | 46,636 | (9,654) | - | (9,654) | - | 36,982 | 49,452 | 86,434 |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | (19,498) | (19,498) |
| Capital increase in cash by subsidiaries | - | - | - | - | - | - | - | 9,671 | 9,671 |
| Balance at December 31, 2025 | $ 2,056,608 | 13,231 | (118,990) | 387,172 | 268,182 | (49,781) | 2,288,240 | 114,921 | 2,403,161 |
See accompanying notes to consolidated financial statements.
~19~
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Microtek International Inc. 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 operating activities: | ||
| Income before income tax | $ 119,144 | 61,218 |
| Adjustments: | ||
| Adjustments to reconcile (profit) loss: | ||
| Interest income | (29,271) | (30,183) |
| Interest expense | 3,828 | 3,854 |
| Depreciation expense | 43,237 | 46,472 |
| Provision for inventory obsolescence and devaluation loss (reversal gain) | (25,568) | 11,685 |
| Amortization expense | 420 | - |
| Expected credit impairment loss | (2,119) | 5,786 |
| Net gain on financial assets at fair value through profit or loss | (9,669) | (8,340) |
| Net loss on disposal of property, plant and equipment | 11 | 94 |
| Dividend income | (514) | (258) |
| Loss on fair value adjustment of investment property | 13,538 | 62,712 |
| Adjustment for other non-cash-related loss (profit), net | (1,998) | (26,142) |
| Total adjustments to reconcile (profit) loss | (8,105) | 65,680 |
| Changes in operating assets and liabilities: | ||
| Notes and accounts receivable | (3,866) | (127) |
| Inventories | (14,139) | 33,042 |
| Other operating assets | (4,257) | (1,135) |
| Accounts payable | 7,745 | 34,551 |
| Other operating liabilities | 43,223 | 9,503 |
| Total adjustments | 20,601 | 141,514 |
| Cash flows generated from operations | 139,745 | 202,732 |
| Interest received | 29,568 | 33,769 |
| Interest paid | (3,840) | (3,892) |
| Income taxes paid | (25,276) | (22,095) |
| Net cash flows from operating activities | 140,197 | 210,514 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at amortized cost | (763,756) | (1,091,434) |
| Disposal of financial assets at amortized cost | 675,414 | 1,168,287 |
| Acquisition of financial assets at fair value through profit or loss | (679,854) | (461,278) |
| Disposal of financial assets at fair value through profit or loss | 685,810 | 393,009 |
| Acquisition of property, plant and equipment | (4,015) | (3,787) |
| Disposal of property, plant and equipment | 18 | 66 |
| Acquisition of intangible assets | (2,290) | - |
| Decrease(increase) in other non-current assets | (1,053) | 838 |
| Dividends received | 514 | 258 |
| Net cash flows from (used in) investing activities | (89,212) | 5,959 |
| Cash flows from financing activities: | ||
| Decrease in short-term borrowings | (23,000) | (27,000) |
| Increase (decrease) in guarantee deposits received | (1,236) | 2,944 |
| Payment of lease liabilities | (11,496) | (13,934) |
| Cash dividends paid | (19,498) | (41,295) |
| Capital increase in cash | 9,671 | 28,137 |
| Net cash outflows from financing activities | (45,559) | (51,148) |
| Effect of exchange rate changes on cash and cash equivalents | 8,606 | 16,231 |
| Net increase in cash and cash equivalents | 14,032 | 181,556 |
| Cash and cash equivalents at beginning of period | 526,750 | 345,194 |
| Cash and cash equivalents at end of period | $ 540,782 | 526,750 |
See accompanying notes to consolidated financial statements.
KPMG
多侯速素群合作能源产品有限公司
KPMG
新竹市科學園區300091展第一路11號
No. 11, Prosperity Road I, Hsinchu Science Park,
Hsinchu, 300091, Taiwan (R.O.C.)
電話 Tel +886 3 579 9955
傳真 Fax +886 3 563 2277
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Microtek International Inc.:
Opinion
We have audited the financial statements of Microtek International Inc. (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2025 and 2024, and notes to the parent-company-only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent-company-only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-company-only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent-company-only financial statements for the year ended December 31, 2025. 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. Based on our judgment, the key audit matters should be reflected in our report are as follows:
- Assessment of investment accounted for using equity method
Please refer to Note 4(8) Investment in subsidiaries for the accounting policies of investment assessment under the equity method; please refer to Note 6(7) Investment under the equity method of the parent-company-only financial statements for the description of investment assessment under the equity method.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
Description of key audit matter:
Microtek International Inc. holds investment under the equity method – 100% shares of the subsidiary (Shanghai Microtek Technology Corporation). The subsidiary is one of the most important asset items because the amount of the subsidiary investment is significant as it accounted for 54% of the total assets of Microtek International Inc., and the investment property amount accounted for 38% of the investment under the equity method using the fair value measurement. Therefore, investment assessment under the equity method is recognized as one of the key assessment matters in our audit of Microtek International Inc. financial statements.
How the matter was addressed in our audit:
Our main audit procedures of the above-mentioned key audit matter included: checking the Company’s recognition of the investment profit and loss of the investee company according to the shareholding ratio; discussing with the management to understand its assessment on relevant key matters of the subsidiary and understanding the reasonableness of fair value assessment of investment property from such subsidiary. Checking the subsequent measurement of the investment property application of the fair value method according to the assumption reasonableness from the valuation reports and the profession qualification and independence of the appraiser; evaluating the adequacy of the management’s information disclosures in the relevant notes on the financial statements.
- Impairment of property, plant and equipment (including right-of-use assets)
Please refer to Note 4(12) Impairment of non-financial assets of the parent-company-only financial statements for details on the accounting policy related to impairment loss of assets; Note 5 Assessment of impairment of property, plant and equipment (including right-of-use assets) and intangible assets for uncertainty of accounting assumptions and estimations. Please refer to note 6(8) of the parent-company-only financial statements for details on assessment of impairment of property, plant and equipment. Please refer to note 6(9) of the parent-company-only financial statements for details on assessment of right-of-use assets; Please refer to note 6(10) of the parent-company-only financial statements for assessment for details on impairment of intangible assets.
Description of key audit matter:
The impairment assessment of property, plant and equipment (including right-of-use assets) and intangible assets is important as the business of the Image Scanner Division of the Company is making continuous losses due to market decline and the difficulty of product transformation. The impairment assessment of assets includes the identification of cash-generating units. We list the assessment as one of our key audit matters, because the process is complicated and contains the subjective judgment of the management, such as determining the method of evaluation, selecting important assumptions and calculating recoverable amounts.
How the matter was addressed in our audit:
Our principal audit procedures in respect of the above-mentioned key audit matter include the assessment of potential impairment of cash-generating units identified by the management of the Company and the assessment of impairment indicators identified by the management. We further understood and tested the impairment evaluation model used by the management and assessed whether the key assumptions adopted in the valuation, including the estimated future cash inflows from external transactions and external market information, are reasonable. We also corroborated projected revenue, costs and expenses with supporting documents and assessed the appropriateness of the assumptions used. In addition, we evaluated whether the assumptions adopted by the management in determining the discount rate and the weighted average cost of capital are appropriate, considering past forecasts to assess whether there were significant variances. We also performed sensitivity analyses based on the results.
~21~
KPMG
Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent-company-only parent-company-only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent-company-only parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent-company-only parent-company-only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent-company-only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent-company-only parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent-company-only parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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KPMG
-
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-company-only parent-company-only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chun-Yuan Wu and Chien-Hui Lu.
KPMG
Taipei, Taiwan (Republic of China)
March 10, 2026
Notes to Readers
The accompanying parent-company-only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent-company-only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and parent-company-only financial statements, the Chinese version shall prevail.
~23~
(English Translation of Parent-Company-Only Financial Statements and Report Originally Issued in Chinese)
Microtek International Inc.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (note 6(1)) | $ 208,874 | 8 | 84,237 | 3 | 2100 | Short-term borrowings (notes 6(11) and 8) | $ - | - | 23,000 | 1 |
| 1110 | Current financial assets at fair value through profit or loss (note 6(2)) | 31,364 | 1 | 25,553 | 1 | 2130 | Contract liabilities (note 6(18)) | 3,432 | - | 4,999 | - |
| 1136 | Current financial assets at amortized cost, net (notes 6(3) and 8) | 350,254 | 14 | 405,465 | 16 | 2170 | Accounts payable | 1,750 | - | 3,960 | - |
| 1170 | Accounts receivable, net (note 6(4)) | 4,573 | - | 2,066 | - | 2180 | Accounts payable - related parties (note 7) | 6,192 | - | 6,910 | - |
| 1180 | Accounts receivable - related parties, net (notes 6(4) and 7) | 2,664 | - | 4,840 | - | 2230 | Current tax liabilities | 11,000 | 1 | 3,920 | - |
| 130X | Inventories (note 6(5)) | 23,734 | 1 | 23,519 | 1 | 2280 | Lease liabilities-current (note 6(12)) | 8,894 | - | 10,025 | 1 |
| 1470 | Other current assets | 12,797 | 1 | 12,054 | - | 2300 | Other current liabilities | 31,448 | 1 | 21,071 | 1 |
| 634,260 | 25 | 557,734 | 21 | 62,716 | 2 | 73,885 | 3 | ||||
| Non-current assets: | Non-Current liabilities: | ||||||||||
| 1510 | Non-current financial assets at fair value through profit or loss (note 6(6)) | 969 | - | 969 | - | 2570 | Deferred tax liabilities (note 6(15)) | 14,257 | 1 | 21,273 | 1 |
| 1535 | Non-current financial assets at amortized cost, net (notes 6(3) and 8) | 264,900 | 10 | 131,070 | 5 | 2580 | Lease liabilities-non-current (note 6(12)) | 168,170 | 7 | 192,849 | 8 |
| 1550 | Investments accounted for using equity method, net (note 6(7)) | 1,361,053 | 54 | 1,557,349 | 61 | 2600 | Other non-current liabilities | 3,837 | - | 9,232 | - |
| 1600 | Property, plant and equipment (notes 6(8) and 8) | 67,349 | 3 | 73,473 | 3 | 186,264 | 8 | 223,354 | 9 | ||
| 1755 | Right-of-use assets (note 6(9)) | 168,010 | 7 | 194,977 | 8 | 248,980 | 10 | 297,239 | 12 | ||
| 1780 | Intangible assets (note 6(10)) | 1,870 | - | - | - | ||||||
| 1840 | Deferred tax assets (note 6(15)) | 4,587 | - | 7,749 | 1 | 3100 | Ordinary share | 2,056,608 | 81 | 2,056,608 | 80 |
| 1990 | Other non-current assets | 448 | - | 372 | - | 3300 | Accumulated deficits | 13,231 | 1 | (33,405) | (1) |
| 1975 | Net defined benefit assets, non-current (note 6(14)) | 33,774 | 1 | 24,804 | 1 | 3400 | Other equity interest | 268,182 | 10 | 277,836 | 11 |
| 1,902,960 | 75 | 1,990,763 | 79 | 3500 | Treasury shares | (49,781) | (2) | (49,781) | (2) | ||
| Total equity | 2,288,240 | 90 | 2,251,258 | 88 | |||||||
| Total assets | $ 2,537,220 | 100 | 2,548,497 | 100 | Total liabilities and equity | $ 2,537,220 | 100 | 2,548,497 | 100 |
See accompanying notes to parent-company-only financial statements.
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
Microtek International Inc.
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 | Operating revenue (notes 6(18) and 7) | $ 69,806 | 100 | 106,306 | 100 |
| 5000 | Operating costs (notes 6(5), (14) and 7) | 47,561 | 68 | 62,915 | 59 |
| Gross profit | 22,245 | 32 | 43,391 | 41 | |
| 5910 | Add: Unrealized profit (loss) from sales (notes 6(7) and 7) | 1,101 | 2 | 308 | - |
| Realized gross profit | 23,346 | 34 | 43,699 | 41 | |
| Operating expenses (note 6 (14)): | |||||
| 6100 | Selling expenses | 22,859 | 33 | 26,181 | 25 |
| 6200 | Administrative expenses | 52,973 | 76 | 51,330 | 48 |
| 6300 | Research and development expenses | 57,610 | 83 | 54,328 | 51 |
| 133,442 | 192 | 131,839 | 124 | ||
| Net operating loss | (110,096) | (158) | (88,140) | (83) | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (note 6(20)) | 25,812 | 37 | 27,060 | 25 |
| 7110 | Rental income (note 6(13)) | 44,047 | 63 | 33,779 | 32 |
| 7070 | Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method (note 6(7)) | 82,074 | 118 | 970 | 1 |
| 7020 | Other gains and losses, net (notes 6(7), (20) and 7) | 12,267 | 18 | 61,853 | 58 |
| 7510 | Interest expense (note 6(12)) | (3,792) | (5) | (3,649) | (3) |
| 160,408 | 231 | 120,013 | 113 | ||
| 7900 | Income before income tax | 50,312 | 73 | 31,873 | 30 |
| 7950 | Less: income tax expenses (note 6(15)) | 10,564 | 15 | 4,073 | 4 |
| Net income for the period | 39,748 | 58 | 27,800 | 26 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that will not be reclassified to profit or loss (notes 6(14) and (15)) | ||||
| 8311 | Gain on remeasurements of defined benefit plans | 8,610 | 12 | 9,147 | 9 |
| 8349 | Less: income tax related to items that will not be reclassified to profit or loss | 1,722 | 2 | 1,829 | 2 |
| Total items that will not be reclassified to profit or loss | 6,888 | 10 | 7,318 | 7 | |
| 8360 | Items that may be reclassified subsequently to profit or loss (notes 6(15) and (16)) | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (12,067) | (17) | 52,636 | 50 |
| 8399 | Less: income tax related to items that may be reclassified to profit or loss | (2,413) | (3) | 10,527 | 10 |
| Total items that may be reclassified subsequently to profit or loss | (9,654) | (14) | 42,109 | 40 | |
| 8300 | Other comprehensive income, net of tax | (2,766) | (4) | 49,427 | 47 |
| 8500 | Total comprehensive income for the period | $ 36,982 | 54 | 77,227 | 73 |
| Earnings per share (NT dollars) (note 6(17)) | |||||
| 9750 | Basic earnings per share | $ | 0.20 | 0.14 | |
| 9850 | Diluted earnings per share | $ | 0.20 | 0.14 |
See accompanying notes to parent-company-only financial statements.
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
Microtek International Inc.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Ordinary share capital | Accumulated deficits | Other equity | Treasury shares | Total equity | |||
|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements | Gains on revaluation | Total | |||||
| Balance as of January 1, 2024 | $ 2,056,608 | (68,523) | (151,445) | 387,172 | 235,727 | (49,781) | 2,174,031 |
| Net income for the period | - | 27,800 | - | - | - | - | 27,800 |
| Other comprehensive income for the period | - | 7,318 | 42,109 | - | 42,109 | - | 49,427 |
| Total comprehensive income for the period | - | 35,118 | 42,109 | - | 42,109 | - | 77,227 |
| Balance as of December 31, 2024 | 2,056,608 | (33,405) | (109,336) | 387,172 | 277,836 | (49,781) | 2,251,258 |
| Net income for the period | - | 39,748 | - | - | - | - | 39,748 |
| Other comprehensive income for the period | - | 6,888 | (9,654) | - | (9,654) | - | (2,766) |
| Total comprehensive income for the period | - | 46,636 | (9,654) | - | (9,654) | - | 36,982 |
| Balance as of December 31, 2025 | $ 2,056,608 | 13,231 | (118,990) | 387,172 | 268,182 | (49,781) | 2,288,240 |
See accompanying notes to parent-company-only financial statements.
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
Microtek International Inc.
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 operating activities: | ||
| Income before income tax | $ 50,312 | 31,873 |
| Adjustments: | ||
| Adjustments to reconcile (profit) loss | ||
| Interest income | (25,812) | (27,060) |
| Interest expense | 3,792 | 3,649 |
| Depreciation expense | 17,881 | 18,710 |
| Amortization expense | 420 | - |
| Loss on inventory valuation decline and obsolete and scrapped inventories | ||
| (reversal of write-downs) | (2,183) | 1,394 |
| Net loss on financial assets at fair value through profit or loss | 2,091 | 4,447 |
| Net gain on disposal of property, plant and equipment | - | (40) |
| Share of profit of subsidiaries accounted for using equity method | (82,074) | (970) |
| Net changes in loss (profit) from sales to associates | (1,101) | (308) |
| Dividend income | (265) | (258) |
| Adjustment for other non cash related profit or losses, net | 6,989 | (30,324) |
| Total adjustments to reconcile (profit) loss | (80,262) | (30,760) |
| Changes in operating assets and liabilities: | ||
| Notes and accounts receivable | (3,430) | 2,876 |
| Accounts receivable from related parties | 2,176 | (2,067) |
| Inventories | 1,968 | 6,025 |
| Other operating assets | 3,308 | 1,707 |
| Accounts payable | (2,210) | 1,644 |
| Accounts payable to related parties | (718) | (450) |
| Other operating liabilities | 3,427 | (1,326) |
| Total adjustments | (75,741) | (22,351) |
| Cash (outflows) inflows from operating activities | (25,429) | 9,522 |
| Interest received | 26,647 | 28,852 |
| Interest paid | (3,804) | (3,687) |
| Income taxes paid | (8,236) | (9,527) |
| Net cash (outflows) inflows from operating activities | (10,822) | 25,160 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at amortized cost | (763,756) | (1,090,347) |
| Disposal of financial assets at amortized cost | 675,414 | 1,144,252 |
| Acquisition of financial assets at fair value through profit or loss | (31,380) | (30,000) |
| Proceeds from disposal of financial assets at fair value through profit or loss | 23,478 | - |
| Proceeds from capital reduction of investments accounted for using equity method | 230,639 | - |
| Acquisition of property, plant and equipment | (1,874) | (1,996) |
| Proceeds from disposal of property, plant and equipment | - | 51 |
| Acquisition of intangible assets | (2,290) | - |
| Decrease in other non-current assets | (76) | 335 |
| Increase (decrease) in other non-current assets | 37,030 | 30,212 |
| Net cash flows from investing activities | 167,185 | 52,507 |
| Cash flows from financing activities: | ||
| Decrease in short-term loans | (23,000) | (27,000) |
| Increase in guarantee deposits received | - | 4,068 |
| Payment of lease liabilities | (8,726) | (9,891) |
| Net cash flows used in financing activities | (31,726) | (32,823) |
| Net increase in cash and cash equivalents | 124,637 | 44,844 |
| Cash and cash equivalents at beginning of period | 84,237 | 39,393 |
| Cash and cash equivalents at end of period | $ 208,874 | 84,237 |
See accompanying notes to parent-company-only financial statements.