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MiiS — AGM Information 2026
May 21, 2026
52634_rns_2026-05-21_e57abb93-e122-4129-8b58-b214a007ccfb.pdf
AGM Information
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Stock Code : 6796
MiiS
Medimaging Integrated Solution Inc.
2026 Annual General Shareholders' Meeting
Meeting Agenda Handbook
(Translation)
Time : June 23, 2026
Place : 2F, No.1, Industry E. Rd. II, Hsinchu Science Park, Hsinchu City
(Newton Hall, HSPLINK)
Meeting Type : Physical Shareholders' Meeting
---Disclaimer---
This is a translation of the handbook for the 2026 annual general shareholders' meeting (the "handbook") of Medimaging Integrated Solution Inc. (the "company"). This translation is intended for reference only and nothing else, the company hereby disclaims any and all liabilities whatsoever for the translation. The Chinese text of the handbook shall govern any and all matters related to the interpretation of the subject matter stated herein.
Table of contents
- Meeting Procedures...1
- Meeting Agenda...2
- Report items...3
- Acknowledgment Items...4
- Discussion Items...5
- Election Items...5
- Other Proposals...5
- Extemporaneous motions...6
Attachment
Attachment 1. 2025 Business Report...7
Attachment 2. Audit Committee's Review Report...11
Attachment 3. Independent Auditors' Report and Financial Statements...12
Attachment 4. 2025 Earnings Distribution Table...36
Attachment 5. Comparison Table of Amendments to the Articles of Incorporation...37
Attachment 6. List of Candidates for Directors and Independent Directors...42
Attachment 7. Details of Concurrent Positions of Newly Elected Directors...45
Appendix
Appendix 1. Rules of Procedure for Shareholders' Meetings...46
Appendix 2. Articles of Incorporation (Before-amendment)...58
Appendix 3. Procedures for Election of Directors...65
Appendix 4. Shareholding Status of All Directors...68
1
Medimaging Integrated Solution Inc.
2026 Annual General Shareholders' Meeting
Meeting Procedures
- Call the Meeting to Order
- Chairman's Address
- Report Items
- Acknowledgment Items
- Discussion Items
- Election Items
- Other Proposals
- Extemporary Motions
- Adjournment
2
Medimaging Integrated Solution Inc.
2026 Annual General Shareholders' Meeting Agenda
Time : 9:00 AM, Tuesday, June 23, 2026
Location : 2F, No.1, Industry E. Rd. II, Hsinchu Science Park, Hsinchu City (Newton Hall, HSPLINK)
Meeting Type : Physical Shareholders' Meeting
- Call the Meeting to order
- Chairman’s Address
- Report Items
(1) 2025 Business Report
(2) Audit Committee’s Review Report on the 2025 Financial Statements
(3) Report on the Distribution of 2025 Employees' and Directors' Remuneration
(4) Report on the status of the Company's Second Domestic Unsecured Convertible Bonds - Acknowledgment Resolutions
(1) 2025 Business Report and Financial Statements
(2) 2025 Earnings Distribution Proposal - Discussion Items
(1) Amendments to the Company's “Articles of Incorporation” - Election Items
(1) Full re-election of eight directors (including four independent directors) - Other Proposals
(1) Release of non-competition restrictions on newly elected directors (including independent directors) - Extemporary Motions
- Adjournment
Report items
- 2025 Business Report
Explanation: Please refer to Attachment 1 on page 7 - 10 of this handbook for the 2025 Business Report.
- Audit Committee’s Review Report on the 2025 Financial Statements
Explanation: Please refer to Attachment 2 on page 11 of this handbook for the Audit Committee’s Review Report.
- Report on the Distribution of 2025 Employees' and Directors' Remuneration
Explanation:
(1) In accordance with Article 20 of the Articles of Incorporation, employee remuneration is proposed to be distributed at 20.5% of the 2025 profit, amounting to NT$3,618,860. Recipients may include employees of controlling or subordinate companies meeting certain conditions. From this employee remuneration, 5% (NT$180,943) will be allocated to grassroots employees. All of the above will be distributed in cash. Additionally. Additionally, 0.5% is allocated for directors' remuneration, amounting to NT$88,264, paid entirely in cash.
(2) The above distribution amounts have no discrepancy with the estimated expenses recognized in 2025.
- Report on the Status of the Company's Second Domestic Unsecured Convertible Bonds
Explanation:
(1) The issuance was declared effective by the FSC on November 5, 2025 (Letter No. Jin-Guan-Zheng-Fa-Zi-11403614511) and approved by the Taipei Exchange on December 16, 2025 (Letter No. Zheng-Gui-Zhai-Zi-11400106122). Trading commenced on the Taipei Exchange on December 22, 2025.
(2) As of April 25, 2026, the status is as follows:
| Bond Name | Medimaging Integrated Solution Inc. Second Domestic Unsecured Convertible Bonds (Abbreviation: Miis II; Code: 67962) |
|---|---|
| Purpose | To replenish working capital |
| Total Face Value | NT200,000thousand(Actualtotalamountraised:NT201,000 thousand) |
|---|---|
| Denomination | NT$100,000 per bond |
| Coupon Rate | 0% per annum |
| Issuance Period | December 22, 2025 ~ December 22, 2028 |
| Conversion Price | Initial conversion price: NT101.6 |
| Latest conversion price: NT100.0 | |
| Conversion Status | As of April 25, 2026, there have been no applications for conversion. |
Acknowledgment Items
1.(Proposed by the Board)
Proposal: 2025 Business Report and Financial Statements
Explanation:
(1) The Company's 2025 parent company only and consolidated financial statements were audited by CPAs Tsai-Yen Chiang and Chien-Yu Liu of PwC Taiwan, who issued an unqualified opinion report.
(2) The above Financial Statements and Business Report have been reviewed and approved by the Audit Committee.
(3) Please refer to Attachment 1 on page 7-10, and Attachment 3 on page 12-35 of this handbook for details.
Resolution:
2.(Proposed by the Board)
Proposal: 2025 earnings distribution
Explanation:
(1) The proposal was approved by the Board of Directors on March 16, 2026, and reviewed by the Audit Committee. Please refer to Attachment 4 on page 36 of this handbook.
(2) It is proposed to distribute cash dividends of NT$10,058,493 (NT$0.25 per share). Cash dividends will be calculated to the nearest NT dollar, truncation of fractional amounts below NT$1 will be credited to other income.
(3) If changes in share capital affect the payout rate, the Chairman is authorized to adjust it
at his discretion.
(4) The Chairman is authorized to determine the ex-dividend date after approval.
Resolution:
Discussion Items
- (Proposed by the Board)
Proposal: Amendments to the Company's "Articles of Incorporation"
Explanation:
(1) Proposed to meet operational requirements. Please refer to Attachment 5 on page 37 - 41 of this handbook for the comparison table.
Resolution:
Election Items
- (Proposed by the Board)
Proposal: Full Re-election of Eight Directors (Including Four Independent Directors)
Explanation:
(1) The term of the 7th term directors expires on June 14, 2026. A full re-election is submitted to this AGM.
(2) In accordance with the Articles of Incorporation, 8 directors (including 4 independent directors) will be elected under a candidate nomination system for a 3-year term (June 23, 2026, to June 22, 2029).
(3) Please refer to Attachment 6 on page 42 - 44 of this handbook for candidate details.
Resolution:
Other Proposals
- (Proposed by the Board)
Proposal: Release of Non-Competition Restrictions on Newly Elected Directors
Explanation:
(1) In accordance with Article 209 of the Company Act, directors must obtain permission
from the shareholders' meeting to engage in business within the company's scope for themselves or others. Please refer to Attachment 7 on page 45 of this handbook.
Resolution:
Extempore motions
Meeting Adjourned
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Attachment 1
Medimaging Integrated Solution Inc.
2025 Business Report
- 2025 Business Results
(1) Financial results
Unit: NT$ thousands
| 2025 | 2024 | Increases (decreases) | Change % | |
|---|---|---|---|---|
| Operating revenue | 661,389 | 538,920 | 122,469 | 22.72% |
| Gross profit | 279,813 | 234,319 | 45,494 | 19.42% |
| Net Operating Income | 17,918 | (3,783) | 21,701 | - |
| Net profit before tax | 14,648 | 12,216 | 2,432 | 19.91% |
| Net profit after tax | 7,725 | 5,610 | 2,115 | 37.70% |
(2) Budget implementation: The Company did not publicly disclose financial forecasts, so disclosure of budget execution status is not applicable.
(3) Financial profitability
| Item | 2025 | 2024 | |
|---|---|---|---|
| Financial structure | Liability to asset ratio (%) | 52.58% | 45.25% |
| Long-term asset to real estate, plant and equipment ratio (%) | 260.38% | 273.80% | |
| Debt-paying capability | Current ratio (%) | 225.79% | 368.98% |
| Quick ratio (%) | 166.58% | 266.55% | |
| Profitability | Return on assets (%) | 1.15% | 0.93% |
| Return on equity (%) | 1.04% | 0.73% | |
| Net income ratio (%) | 1.17% | 1.04% | |
| Basic earnings per share (NTD) | 0.20 | 0.16 |
(4) Overview of R&D
The company continues to focus on digital medical imaging technology and has achieved significant breakthroughs in disposable endoscopes and smart healthcare:
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Ophthalmology Equipment: Developed new fundus cameras and OCT devices with international firms.
Disposable Endoscopes: The cystoscope entered mass production and shipment to Boston Scientific; the bronchoscope was exclusively licensed to a major US distributor; the arthroscope received US FDA 510(k) clearance.
Subsidiaries: Aitronics Inc. is refining non-invasive continuous glucose tracking devices; LIAN CHAN PRECISION CO., LTD. is expanding medical-grade plastic injection molding output.
Future R&D Spend: Projected to remain at over 20% of annual revenue to protect our technical edge.
2. 2026 Business Outlook
(1) Operating guideline
The company's core strategies remain focused on three main areas: "technological innovation," "global expansion," and "vertical integration," with the following advanced strategies implemented:
- Dual-track Model: Maintain growth via both CDMO partnerships and own-brand expansion.
- Vertical Integration: Boost in-house camera module packaging automation to lower costs and stabilize margins.
- Comprehensive solutions: Shifting the product strategy from single endoscopes to comprehensive solutions integrating peripheral surgical instruments.
(2) Sales Forecast
The company will set internal operating targets by taking into account past experience, current operating conditions, product sales plans, and factors such as future operating environment and market changes.
(3) Significant Production and Sales Policies
Global Certifications: Securing EU MDR and MDSAP approvals to enter high-barrier premium markets.
Market structure optimization: The United States remains the largest market, while we continue to expand into other markets to diversify risks.
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- Future Development Strategies
(1) Deepening Endoscope and Surgical Instrument Solutions: Continuously develop flexible and rigid endoscopes combined with peripheral instruments required for surgery to provide comprehensive, all-in-one solutions.
(2) Expanding the Smart Medical Ecosystem: Integrate artificial intelligence and big data analytics to extend image diagnostics into home care, public spaces, and emergency medicine markets, thereby broadening the scope of services.
(3) Strengthening the Group’s Profit Structure: Drive the business scale and profitability of subsidiaries to solidify the foundation of the Group's development.
- Impacts from the External Competitive Environment, Regulatory Environment, and Macro-Operating Environment
The global development trends for telemedicine, digital healthcare, and minimally invasive diagnosis and treatment are clear. Regulatory support from various countries and the inclusion of insurance payouts have allowed the overall market mechanism to gradually take shape. However, the company still faces the following challenges:
(1) Competitive Environment: The disposable endoscope market is becoming increasingly competitive, with major global medical brands actively establishing their presence. The Company must continuously enhance its technological edge and improve market competitiveness through brand collaborations.
(2) Regulatory Environment: Medical device regulatory requirements worldwide are becoming stricter, leading to rising compliance costs. The Company needs to constantly invest resources in compliance certifications to ensure products meet market regulatory standards.
(3) Macro-Operating Environment: While demand in the global medical market continues to grow, supply chain challenges, exchange rate fluctuations, tariff changes, and volatile raw material prices may affect the Company's operations and profitability. The Company will mitigate these challenges through upstream/downstream management and rigorous cost control.
Despite the uncertainties in the global landscape, MiiS will remain true to its original entrepreneurial spirit. We will continue to focus on developing advanced smart medical solutions to strengthen our competitiveness and technical capabilities, and work hand-in-hand
with customers and suppliers to co-create market opportunities, thereby generating higher shareholder value to reward our shareholders for their long-term expectations and support.
| CHENG, CHU-MING | CHENG, CHU-MING | FAN, CHING-I |
|---|---|---|
| Chairman | President | Chief Accounting Officer |
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Attachment 2
Audit Committee’s review report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and Earnings Distribution Proposal. The Financial Statements have been audited by CPAs Tsai-Yen Chiang and Chien-Yu Liu of PwC Taiwan, and an independent auditors’ report has been issued.
The Audit Committee has reviewed and examined the aforementioned Business Report, Financial Statements, and Earnings Distribution Proposal, and found no non-compliance. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for your review and approval.
Medimaging Integrated Solution Inc.
Chairman of the Audit Committee: CHIU, CHIN-TAIN
March 16, 2026
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Attachment 3
Independent Auditors’ Report and 2025 Consolidated Financial Statements
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
Independent Auditors’ Report
(2026)Tsai-Sheng-Pao-Tzu No. 25004342
To the Board of Directors and Shareholders of Medimaging Integrated Solution, Inc.
Opinion
We have audited the accompanying consolidated financial statements of Medimaging Integrated Solution, Inc. and its subsidiaries (hereafter referred to as the MiiS Group), which comprise the consolidated balance sheet as of December 31, 2025, and December 31, 2024, and the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the periods from January 1, 2025, to December 31, 2025, and from January 1, 2024, to December 31, 2024, as well as the notes accompanying the consolidated financial statements (including a summary of significant accounting policies).
In our opinion, based on our audits and the reports of other auditors, the accompanying consolidated financial statements present fairly, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, and sufficiently express the consolidated financial status of MiiS Group as of December 31, 2025, and December 31, 2024, and the consolidated financial performance and consolidated cash flows for the periods from January 1, 2025, to December 31, 2025, and from January 1, 2024, to December 31, 2024.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. With our responsibility under such regulations and standards, we will further explain the responsibility of our audit of the consolidated financial statements. The independent certified public accountants (CPAs) of our accounting office have followed the Norm of Professional Ethics for Certified Public Accountants to remain impartial and independent from MiiS Group and carry out other responsibilities required by the Rules. We
believe that we have obtained sufficient and pertinent audit evidence, which provides the basis of our audit opinions.
Key audit item
The key audit item refers to the most crucial element of our professional judgement about the audit conducted for the 2024 consolidated financial statements of MiiS Group. The item has been reflected in our overall audit of the consolidated financial statements and in the process to form our audit opinions; however, we do not express our opinion on the item individually.
A description of the key audit item of the consolidated financial statements of MiiS Group in 2025 is hereby provided:
Inventory Evaluation
Explanation
MiiS Group mainly manufactures and sells digital medical imaging diagnostic equipment products. The inventories are measured at the lower of cost and net realizable value; for detailed inventory evaluation policies, please refer to note 4(14) in the consolidated financial statements; for the uncertainties in accounting estimates for inventory evaluation, please refer to note 5(2) in the consolidated financial statements. As of December 31, 2025, the total inventory amount and allowance for inventory evaluation losses were NT$310,162,000 and NT$64,077,000, respectively.
Due to the significant value of MiiS Group's inventory, and the fact that human judgment is often required to determine the net realizable value of inventory exceeding the specified inventory age, outdated inventory, and obsolete inventory, we list inventory evaluation as one of the most important audit matters.
Corresponding Audit Procedures
The audit procedures performed by us are as follows:
- Evaluate the rationality and consistency of the policy for provision of allowance for inventory valuation losses.
- Obtain evaluation data on the lower of inventory cost and net realizable value prepared by the management, and verify that the logic of report preparation is consistent with the policy.
- Sample check individual inventory item numbers for evaluation and verification of the net realizable value.
- Check the rationality of the provision of allowance for inventory valuation losses.
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Other Matter – Parent Company Only Financial Reports
MiiS Group has published parent company only financial statements for 2025 and 2024, and the CPAs have issued audited reports with unqualified opinions, which are on file for reference.
Responsibility of the management and governance unit for the consolidated financial statements
The responsibility of the management is to prepare the adequately expressed consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and the interpretations as well as the interpretation announcements recognized and announced effective by the Financial Supervisory Commission, and to maintain the internal controls required for the preparation of the consolidated financial statements so as to ensure that the consolidated financial statements do not have any material misstatement resulting from fraud or errors.
Unless the management plan is to liquidate MiiS Group or close the business or there are no other practical and feasible measures except liquidation or business closure, the responsibility of the management when preparing the consolidated financial statements includes assessment of MiiS Group’s competence in continuing business operation, disclosure of relevant items, and adoption of the business continuation accounting basis.
The governance unit (including the Audit Committee) of MiiS Group is liable to supervise the financial reporting process.
Our responsibility for the audit of consolidated financial statements
The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance as to whether any material misstatement resulting from fraud or errors exists in the overall consolidated financial statements, and issue the audit report. The reasonable assurance referred to here is a high degree of assurance. Nevertheless, the audit executed in accordance with the ROC auditing standards cannot guarantee that a material misstatement existing in the consolidated financial statements will be detected. A misstatement may result from fraud or errors. If the individual amount or compiled amount of a misstatement can be reasonably expected to impact the economic policy made by the user of the consolidated financial statements, it will be regarded as a material factor.
When conducting the audit in accordance with the generally accepted ROC auditing standards, we used our professional judgement and maintained a professional level of skepticism about dubious matters. We also executed the following tasks:
- Recognize and assess the risk of a material misstatement resulting from fraud or errors in
consolidated financial statements, design and take the appropriate coping strategy for the assessed risk, obtain sufficient and pertinent audit evidence as the basis of the audit opinions. Given that fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of failure to detect a material misstatement resulting from fraud is higher than of one resulting from errors.
-
Understand the necessity of obtaining the internal control affiliated with the audit, so as to design the appropriate audit procedure for the current conditions. However, the purpose of this is not to express an opinion on the efficacy of MiiS Group’s internal controls.
-
Assess the propriety of the accounting policy adopted by the management and the rationality of the accounting estimation and relevant disclosures.
-
Determine whether the business continuation accounting basis adopted by the management is proper, and whether the material dubious event or circumstance likely incurred from the competence of MiiS Group’s continued business operation has any material uncertainty according to the acquired audit evidence. If we consider material uncertainty existent in such event or circumstance, we shall remind the user of the consolidated financial statements to pay attention to the relevant disclosures of the consolidated financial statements through our audit report, or modify the audit opinion when such disclosures are not applicable. Our conclusion is made according to the audit evidence acquired until the audit report day. However, the development of future events or circumstances is also likely to bring about MiiS Group’s incompetence to continue its business operation.
-
Assess the overall representation, structure, and content of the consolidated financial statements (including the relevant notes) and check if the related transactions and events are adequately represented in the consolidated financial statements.
-
Acquire sufficient and pertinent audit evidence from the financial information of individual entities composing the MiiS Group so as to express opinions on the consolidated financial statements. We are responsible for the guidance, supervision, and execution of the Group’s audit cases, and form the Group audit opinions.
The items communicated between us and the governance unit cover the planned audit scope and time and material audit findings (including the significant defects of internal control recognized in the audit process).
We also provide the governance unit with the fact that the personnel of our office who have been required for audit independence have complied with the independence statement stipulated in the Rules of Professional Ethics for Certified Public Accountants and communicated with the governance unit regarding any relations that are likely considered to impact CPA’s independence and other items (including relevant protection measures).
According to the items communicated with the governance unit, we have determined the
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key item of our audit of MiiS Group’s 2025 consolidated financial statements, and we have described the item in our audit report. Except for the specific items that are not allowed to be publicly disclosed as prescribed by laws and regulations or under a rare situation, we have decided not to communicate specific matters in our audit report because we have reason to believe that the negative influence of the communication is greater than the positive influence on the public interest.
PwC, Taiwan
TSai-Yen Chiang
CPAs
Chien-Yu Liu
Financial Supervisory Commission
Approval File No.: Chin-Kuan-Cheng-Shen-Tzu No. 1060025097
Chin-Kuan-Cheng-Shen-Tzu No. 1090350620
March 16, 2026
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Medimaging Integrated Solution Inc. and its Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Assets | Note | Dec. 31, 2025 | Dec. 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6 (1) | $ 539,001 | 34 | $ 375,159 | 28 |
| 1110 | Financial assets measured at fair value through profit or loss - current | 6 (2) | 17 | - | 17 | - |
| 1136 | Financial assets measured at amortized cost - current | 6 (4) & 8 | 7,550 | - | 5,000 | - |
| 1140 | Contract assets - current | 6 (21) | 29,513 | 2 | 20,319 | 2 |
| 1170 | Notes receivable - net | 6 (5) | 8 | - | 47 | - |
| 1180 | Accounts receivable - net | 6 (5) | 174,776 | 11 | 167,478 | 12 |
| 1200 | Other receivables | 4,479 | - | 6,023 | - | |
| 1220 | Current tax assets | 32 | - | 29 | - | |
| 130X | Inventories | 6 (6) | 246,085 | 16 | 203,128 | 15 |
| 1410 | Prepayments | 23,505 | 2 | 17,714 | 1 | |
| 1470 | Other current assets | 2,991 | - | 607 | - | |
| 11XX | Total current assets | 1,027,957 | 65 | 795,521 | 58 | |
| Non-current assets | ||||||
| 1535 | Financial assets measured at amortized cost - non-current | 6 (4)&8 | 2,431 | - | 2,431 | - |
| 1600 | Property, plant, and equipment | 6 (7)&8 | 427,776 | 27 | 416,564 | 31 |
| 1755 | Right-of-use assets | 6 (8) | 43,593 | 3 | 48,055 | 4 |
| 1780 | Intangible assets | 6 (9) | 27,741 | 2 | 26,060 | 2 |
| 1840 | Deferred income tax assets | 6 (29) | 26,757 | 2 | 24,132 | 2 |
| 1915 | Prepayments for business facilities | 6 (31) | 3,885 | - | 31,894 | 2 |
| 1990 | Other non-current assets - other | 10,564 | 1 | 11,479 | 1 | |
| 15XX | Total non-current assets | 543,747 | 35 | 560,615 | 42 | |
| 1XXX | Total assets | $ 1,571,704 | 100 | $ 1,356,136 | 100 |
(Continued to next page)
Medimaging Integrated Solution Inc. and its Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Liabilities and Equity | Note | Dec. 31, 2025 | Dec. 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term debt | 6 (10) | $ 88,000 | 6 | $ 25,000 | 2 |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6 (11) | ||||
| 2130 | Contract liabilities - current | 6 (21) | 1,005 | - | - | - |
| 2170 | Accounts payable | 18,928 | 1 | 49,983 | 4 | |
| 2200 | Other payables | 6 (12) | 35,363 | 2 | 29,710 | 2 |
| 2230 | Current tax liabilities | 74,408 | 5 | 68,584 | 5 | |
| 2250 | Provisions - current | 6 (17) | 6,980 | - | 8,745 | 1 |
| 2280 | Lease liabilities - current | 2,244 | - | 5,968 | 1 | |
| 2320 | Long-term liabilities, current portion | 6 (13)(14)&8 | 5,414 | - | 4,481 | - |
| 2399 | Other current liabilities - other | 212,028 | 14 | 18,983 | 1 | |
| 21XX | Total current liabilities | 10,893 | 1 | 4,146 | - | |
| Non-current liabilities | ||||||
| 2530 | Corporate bonds payable | 6 (13) | 455,263 | 16 | 215,600 | 16 |
| 2540 | Long-term borrowings | 6 (14)&8 | 184,831 | 12 | 191,243 | 14 |
| 2550 | Provisions - non-current | 6 (17) | 143,252 | 9 | 158,727 | 12 |
| 2570 | Deferred income tax liabilities | 6 (29) | 2,157 | - | 930 | - |
| 2580 | Lease liabilities - non-current | 1,048 | - | 2,411 | - | |
| 2670 | Other non-current liabilities - other | 39,690 | 3 | 44,718 | 3 | |
| 25XX | Total non-current liabilities | 98 | - | 40 | - | |
| 2XX | Total liabilities | 371,076 | 24 | 398,069 | 29 | |
| Equity attributable to owners of the parent | ||||||
| Share Capital | 6 (18) | |||||
| 3110 | Common shares - share capital | 382,340 | 24 | 347,582 | 25 | |
| Capital surplus | 6 (19) | |||||
| 3200 | Retained earnings | 6 (20) | 299,350 | 19 | 321,316 | 24 |
| 3310 | Legal reserve | 51,121 | 3 | 50,583 | 4 | |
| 3320 | Special reserve | 5,611 | - | 8,884 | 1 | |
| 3350 | Undistributed earnings | 12,794 | 1 | 19,713 | 1 | |
| Other equity | ||||||
| 3400 | Other equity | ( 5,851) | ( - ) | ( 5,611) | ( - ) | |
| 31XX | Total equity attributable to owners of the parent | 745,365 | 47 | 742,467 | 55 | |
| 3XXX | Total equity | 745,365 | 47 | 742,467 | 55 | |
| Material contingent liabilities and unrecognized contractual commitments | 9 | |||||
| Major subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 1,571,704 | 100 | $ 1,356,136 | 100 |
The accompanying notes are an integral part of the consolidated financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution Inc. and its Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, except earnings per share)
| Item | Note | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6 (21) | $ 661,389 | 100 | $ 538,920 | 100 |
| 5000 | Operating costs | 6 (6) | ( 381,576) | ( 58) | ( 304,601) | ( 57) |
| 5950 | Gross operating profit, net | 279,813 | 42 | 234,319 | 43 | |
| Operating expenses | 6 (26) (27) | |||||
| 6100 | Selling expenses | ( 36,382) | ( 5) | ( 33,618) | ( 6) | |
| 6200 | Administrative expenses | ( 77,053) | ( 12) | ( 62,436) | ( 12) | |
| 6300 | Research and development expenses | ( 145,516) | ( 22) | ( 140,683) | ( 26) | |
| 6450 | Expected credit impairment loss | 12(2) | ( 2,944) | - | ( 1,365) | - |
| 6000 | Total operating expenses | ( 261,895) | ( 39) | ( 238,102) | ( 44) | |
| 6900 | Operating income | 17,918 | 3 | ( 3,783) | 1 | |
| Non-operating revenue and expenses | ||||||
| 7100 | Interest income | 6 (22) | 5,804 | 1 | 6,063 | 1 |
| 7010 | Other income | 6 (23) | 11,010 | 1 | 6,039 | 1 |
| 7020 | Other gains and loss | 6 (24) | ( 8,695) | ( 1) | 12,502 | 3 |
| 7050 | Financial cost | 6 (25) | ( 11,389) | ( 2) | ( 8,605) | ( 2) |
| 7000 | Total non-operating revenue and expenses | ( 3,270) | ( 1) | 15,999 | 3 | |
| 7900 | Net profit before tax | 14,648 | 2 | 12,216 | 2 | |
| 7950 | Income tax expenses | 6 (28) | ( 6,923) | ( 1) | ( 6,606) | ( 1) |
| 8200 | Profit for the period | $ 7,725 | 1 | $ 5,610 | 1 | |
| Items that may be subsequently reclassified into profit or loss | ||||||
| 8316 | Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ||||
| 8361 | Exchange differences resulting from translating the financial statements of a foreign operation | ( 240) | - | 878 | - | |
| 8300 | Other comprehensive income (net) | ($ 240) | - | $ 3,046 | 1 | |
| 8500 | Total comprehensive income for the period | $ 7,485 | 1 | $ 8,656 | 2 | |
| Basic earnings per share | 6 (29) | |||||
| 9750 | Basic earnings per share | $ | 0.20 | $ | 0.15 | |
| Diluted earnings per share | ||||||
| 9850 | Diluted earnings per share | $ | 0.20 | $ | 0.15 |
The accompanying notes are an integral part of the consolidated financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution Inc. and its Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Note | Common shares-share capital | Capital surplus | Retained earnings | Under equity | Unrealized profit or loss from financial assets measured at fair value through other comprehensive income | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Undistributed earnings | |||||||
| 2024 | |||||||||
| Balance on Jan. 1, 2024 | $ 345,842 | $ 319,494 | $ 43,178 | $ 8,376 | $ 84,495 | ($ 6,489) | ($ 2,395) | $ 792,501 | |
| Profit for the period | - | - | - | - | 5,610 | - | - | 5,610 | |
| Other comprehensive income for the period 6(3) | - | - | - | - | - | 878 | 2,168 | 3,046 | |
| Total comprehensive income for the period | - | - | - | - | 5,610 | 878 | 2,168 | 8,656 | |
| Appropriation and distribution of retained 6(20) earnings for 2023 | |||||||||
| Allocation to legal reserve | - | - | 7,405 | - | ( 7,405 ) | - | - | - | |
| Allocation to special reserve | - | - | - | 508 | ( 508 ) | - | - | - | |
| Cash dividend | - | - | - | - | ( 62,252 ) | - | - | ( 62,252 ) | |
| Compensation costs of employee stock options 6(16)(19) | - | 82 | - | - | - | - | - | 3,480 | |
| Exercise of employee stock option 6(16)(18) | 1,740 | 1,740 | - | - | - | - | - | 3,480 | |
| Disposal of equity instruments measured at fair 6(3) value through other comprehensive income | - | - | - | - | ( 227 ) | - | 227 | - | |
| Balance on Dec. 31, 2024 | $ 347,582 | $ 321,316 | $ 50,583 | $ 8,884 | $ 19,713 | ($ 5,611 ) | $ - | $ 742,467 | |
| 2025 | |||||||||
| Balance on Jan. 1, 2025 | $ 347,582 | $ 321,316 | $ 50,583 | $ 8,884 | $ 19,713 | ($ 5,611 ) | $ - | $ 742,467 | |
| Profit for the period | - | - | - | - | 7,725 | - | - | 7,725 | |
| Other comprehensive income for the period | - | - | - | - | - | ( 240 ) | - | ( 240 ) | |
| Total comprehensive income for the period | - | - | - | - | 7,725 | ( 240 ) | - | 7,485 | |
| Appropriation and distribution of retained 6(20) earnings for 2024 | |||||||||
| Allocation to legal reserve | - | - | 538 | - | ( 538 ) | - | - | - | |
| Reversal for special reserve | - | - | - | ( 3,273 ) | 3,273 | - | - | - |
The accompanying notes are an integral part of the consolidated financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution Inc. and its Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Note | Equity attributable to owners of the parent | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity | Total equity | |||||||
| Common shares-share capital | Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Exchange differences resulting from translating the financial statements of a foreign operation | Unrealized profit or loss from financial assets measured at fair value through other comprehensive income | |||
| Cash dividends | - | - | - | - | ( 17,379 ) | - | - | ( 17,379 ) | |
| Capitalization of Capital surplus | 6(19)(20) | 34,758 | ( 34,758 ) | - | - | - | - | - | - |
| Equity component of convertible bonds - conversion options | 6(13)(19) | - | 12,760 | - | - | - | - | - | 12,760 |
| Capital surplus - others | 6(19) | - | 32 | - | - | - | - | - | 32 |
| Balance on Dec. 31, 2025 | $ 382,340 | $ 299,350 | $ 51,121 | $ 5,611 | $ 12,794 | ($ 5,851 ) | $ - | $ 745,365 |
The accompanying notes are an integral part of the consolidated financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution Inc. and its Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Note | Jan. 1 - Dec. 31, 2025 | Jan. 1 - Dec. 31, 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Current net profit before tax | $ 14,648 | $ 12,216 | |
| Adjustments | |||
| Income and expense items | |||
| Depreciation expenses | 6(7)(8)(26) | 51,608 | 50,274 |
| Losses on disposals of property, plant and equipment | 6(7)(24) | - | 882 |
| Various amortization | 6(9)(26) | 4,978 | 4,417 |
| Expected credit impairment loss | 12(2) | 2,944 | 1,365 |
| Net loss on financial assets measured at fair value through profit or loss | 6(24) | - | 180 |
| Net loss on financial liabilities at fair value through profit or loss | 120 | - | |
| Remuneration cost for employee stock options | 6(16)(27) | - | 82 |
| Interest income | 6(22) | ( 5,804 ) | ( 6,063 ) |
| Interest expense | 6(25) | 11,369 | 8,605 |
| Other item | 6(23) | - | ( 403 ) |
| Changes in operating activities assets and liabilities | |||
| Net changes in operating activities assets | |||
| Contract assets | ( 9,261 ) | ( 3,941 ) | |
| Notes receivable | 39 | 175 | |
| Accounts receivable | ( 10,241 ) | ( 82,850 ) | |
| Other receivables | 1,545 | ( 3,039 ) | |
| Inventories | ( 42,971 ) | ( 36,778 ) | |
| Prepayments | ( 5,765 ) | ( 1,750 ) | |
| Other current assets | ( 2,384 ) | 1,841 | |
| Long-term prepaid expenses | 812 | ( 1,968 ) | |
| Net changes in operating activities liabilities | |||
| Contract liabilities | ( 31,055 ) | ( 7,413 ) | |
| Accounts payable | 5,653 | 16,187 | |
| Accounts payable – related parties | - | ( 5 ) | |
| Other payables | 6,158 | 8,870 | |
| Provisions | ( 2,497 ) | 946 | |
| Other current liabilities | 6,747 | 2,331 | |
| Cash flows from operating activities | ( 3,337 ) | ( 35,839 ) | |
| Interest received | 5,804 | 6,063 | |
| Interest paid | ( 5,945 ) | ( 3,404 ) | |
| Income tax paid | ( 12,683 ) | ( 17,219 ) | |
| Return of income tax | 4 | - | |
| Net cash flows from operating activities | ( 16,157 ) | ( 50,399 ) |
(Continued to next page)
Medimaging Integrated Solution Inc. and its Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
| Note | Jan. 1 - Dec. 31, 2025 | Jan. 1 - Dec. 31, 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| Disposal of financial assets measured at fair value through other comprehensive income (FVOCI) | 6(3) | $ - | $ 2,418 |
| Acquisition of financial assets measured at amortized cost | ($ 22,687) | ($ 65,000) | |
| Disposal of financial assets measured at amortized cost | 20,137 | 244,817 | |
| Acquisition of a subsidiary (net of cash acquired) | 6(30) | - | ( 54,641 ) |
| Acquisition of property, plant, and equipment | 6(31) | ( 30,563 ) | ( 116,426 ) |
| Actual payment of capitalized interest | 6(7)(31) | - | ( 1,406 ) |
| Disposal of property, plant, and equipment | - | 2,817 | |
| Increased in refundable deposits | - | ( 69 ) | |
| Acquisition of intangible asset | 6(31) | ( 6,539 ) | ( 4,781 ) |
| Net cash used in investing activities | ( 39,652 ) | ( 7,729 ) | |
| Cash flows from financing activities | |||
| Increased in short-term borrowings | 6(32) | 146,000 | 75,000 |
| Decreased in short-term borrowings | 6(32) | ( 83,000 ) | ( 61,000 ) |
| Proceeds from issuing corporate bonds | 6(32) | 198,340 | - |
| Payments of lease liabilities | 6(32) | ( 5,245 ) | ( 6,339 ) |
| Proceeds from long-term borrowings | 6(32) | - | 20,000 |
| Repayments of long-term borrowings | 6(32) | ( 18,955 ) | ( 25,972 ) |
| Increased in deposits received | 6(32) | 58 | 20 |
| Cash dividend paid | 6(20) | ( 17,379 ) | ( 62,250 ) |
| Exercise of employee stock option | 6(16)(18) | - | 3,480 |
| Capital surplus – other | 6(19) | 32 | - |
| Net cash flows from financing activities | 219,850 | ( 57,061 ) | |
| Effect of exchange rate changes on cash and cash equivalents | ( 200 ) | 558 | |
| Increase in cash and cash equivalents for the period | 163,842 | ( 99,173 ) | |
| Cash and cash equivalents at the beginning | 6(1) | 375,159 | 474,332 |
| Cash and cash equivalents at the end | 6(1) | $ 539,001 | $ 375,159 |
The accompanying notes are an integral part of the consolidated financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Independent Auditors' Report and 2025 Parent Company Only Financial Statements
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
Independent Auditors' Report
(2026)Tsai-Sheng-Pao-Tzu No. 25004449
To the Board of Directors and Sharholders of Medimaging Integrated Solution, Inc.
Opinion
We have audited the accompanying parent only financial statements of Medimaging Integrated Solution, Inc., (the "Company") which comprise the parent company only balance sheet as of December 31, 2025, and December 31, 2024, and the parent company only statements of comprehensive income, parent company only statements of changes in equity, and parent company only statements of cash flows for the periods from January 1, 2025, to December 31, 2025, and from January 1, 2024, to December 31, 2024, as well as the notes accompanying the parent company only financial statements (including a summary of significant 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the ROC auditing standards. With our responsibility under such regulations and standards, we will further explain the responsibility of our audit of the parent company only financial statements. The independent certified public accountants (CPAs) of our accounting office
~24~
have followed the Norm of Professional Ethics for Certified Public Accountants to remain impartial and independent from the Company and carry out other responsibilities required by the Rules. We believe that we have obtained sufficient and pertinent audit evidence, which provides the basis of our audit opinions.
Key audit item
The key audit item refers to the most crucial element of our professional judgement about the audit conducted for the 2025 parent company only financial statements of the Company. The item has been reflected in our overall audit of the parent company only financial statements and in the process to form our audit opinions; however, we do not express our opinion on the item individually.
A description of the key audit item of the parent company only financial statements of the Company in 2025 is hereby provided:
Inventory Evaluation
Explanation
The Company mainly manufactures and sells digital medical imaging diagnostic equipment products. The inventories are measured at the lower of cost and net realizable value; for detailed inventory evaluation policies, please refer to note 4(13) in the parent company only financial statements; for the uncertainties in accounting estimates for inventory evaluation, please refer to note 5(2) in the parent company only financial statements. As of December 31, 2025, the total inventory amount and allowance for inventory evaluation losses were NT$281,142,000 and NT$53,208,000, respectively.
Due to the significant value of the Company's inventory, and the fact that human judgment is often required to determine the net realizable value of inventory exceeding the specified inventory age, outdated inventory, and obsolete inventory, we list inventory evaluation as one of the most important audit matters.
Corresponding Audit Procedures
The audit procedures performed by us are as follows:
- Evaluate the rationality and consistency of the policy for provision of allowance for inventory valuation losses.
- Obtain evaluation data on the lower of inventory cost and net realizable value prepared
~25~
by the management, and verify that the logic of report preparation is consistent with the policy.
- Sample check individual inventory item numbers for evaluation and verification of the net realizable value.
- Check the rationality of the provision of allowance for inventory valuation losses.
Responsibility of the management and governance unit for the parent company only financial statements
The responsibility of the management is to prepare the adequately expressed consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain the internal controls required for the preparation of the parent company only financial statements so as to ensure that the consolidated financial statements do not have any material misstatement resulting from fraud or errors.
Unless the management plan is to liquidate the Company or close the business or there are no other practical and feasible measures except liquidation or business closure, the responsibility of the management when preparing the parent company only financial statements includes assessment of the Company's competence in continuing business operation, disclosure of relevant items, and adoption of the business continuation accounting basis.
The governance unit (including the Audit Committee) of the Company is liable to supervise the financial reporting process.
Our responsibility for the audit of parent company only financial statements
The purpose of our audit of the parent company only financial statements is to obtain reasonable assurance as to whether any material misstatement resulting from fraud or errors exists in the overall parent company only financial statements, and issue the audit report. The reasonable assurance referred to here is a high degree of assurance. Nevertheless, the audit executed in accordance with the ROC auditing standards cannot guarantee that a material misstatement existing in the parent company only financial statements will be detected. A misstatement may result from fraud or errors. If the individual amount or compiled amount of a misstatement can be reasonably expected to impact the economic policy made by the user of the parent company only financial
~26~
statements, it will be regarded as a material factor.
When conducting the audit in accordance with the Standards on Auditing of the Republic of China, we used our professional judgement and maintained a professional level of skepticism about dubious matters. We also executed the following tasks:
- Recognize and assess the risk of a material misstatement resulting from fraud or errors in parent company only financial statements, design and take the appropriate coping strategy for the assessed risk, obtain sufficient and pertinent audit evidence as the basis of the audit opinions. Given that fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of failure to detect a material misstatement resulting from fraud is higher than of one resulting from errors.
- Understand the necessity of obtaining the internal control affiliated with the audit, so as to design the appropriate audit procedure for the current conditions. However, the purpose of this is not to express an opinion on the effectiveness of the Company's internal controls.
- Assess the propriety of the accounting policy adopted by the management and the rationality of the accounting estimation and relevant disclosures.
- Determine whether the business continuation accounting basis adopted by the management is proper, and whether the material dubious event or circumstance likely incurred from the competence of the Company's continued business operation has any material uncertainty according to the acquired audit evidence. If we consider material uncertainty existent in such event or circumstance, we shall remind the user of the parent company only financial statements to pay attention to the relevant disclosures of the parent company only financial statements through our audit report, or modify the audit opinion when such disclosures are not applicable. Our conclusion is made according to the audit evidence acquired until the audit report day. However, the development of future events or circumstances is also likely to bring about the Company's incompetence to continue its business operation.
- Assess the overall representation, structure, and content of the parent company only financial statements (including the relevant notes) and check if the related transactions and events are adequately represented in the parent company only financial statements.
- Acquire sufficient and pertinent audit evidence from the financial information of
~27~
individual entities composing the Company so as to express opinions on the parent company only financial statements. We are responsible for the guidance, supervision, and execution of the parent company's audit cases, and form the parent company only financial statements audit opinions.
The items communicated between us and the governance unit cover the planned audit scope and time and material audit findings (including the significant defects of internal control recognized in the audit process).
We also provide the governance unit with the fact that the personnel of our office who have been required for audit independence have complied with the independence statement stipulated in the Rules of Professional Ethics for Certified Public Accountants and communicated with the governance unit regarding any relations that are likely considered to impact CPA's independence and other items (including relevant protection measures).
According to the items communicated with the governance unit, we have determined the key item of our audit of the Company's 2025 parent company only financial statements, and we have described the item in our audit report. Except for the specific items that are not allowed to be publicly disclosed as prescribed by laws and regulations or under a rare situation, we have decided not to communicate specific matters in our audit report because we have reason to believe that the negative influence of the communication is greater than the positive influence on the public interest.
PwC, Taiwan
TSai-Yen Chiang
CPAs
Chien-Yu Liu
Financial Supervisory Commission
Approval File No.: Chin-Kuan-Cheng-Shen-Tzu No. 1060025097
Chin-Kuan-Cheng-Shen-Tzu No. 1090350620
March 16, 2026
~29~
Medimaging Integrated Solution, Inc.
Parent Company Only Balance Sheet
December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Assets | Note | Dec. 31, 2025 | Dec. 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6 (1) | $ 434,131 | 29 | $ 321,787 | 25 |
| 1110 | Financial assets measured at fair value through profit or loss - current | 6 (2) | 17 | - | 17 | - |
| 1140 | Contract assets - current | 6 (22) | 26,534 | 2 | 18,005 | 1 |
| 1170 | Accounts receivable - net | 6 (5) | 154,525 | 11 | 155,274 | 12 |
| 1180 | Accounts receivable- net of the related parties | 6 (5) &7 | 1,350 | - | 71 | - |
| 1200 | Other receivables | 4,199 | - | 5,339 | - | |
| 1210 | Other receivables - related parties | 7 | 848 | - | 423 | - |
| 130X | Inventories | 6 (6 ) | 227,934 | 15 | 190,147 | 15 |
| 1410 | Prepayments | 17,333 | 1 | 12,348 | 1 | |
| 1470 | Other current assets | 2,683 | - | 617 | - | |
| 11XX | Total current assets | 869,554 | 58 | 704,028 | 54 | |
| Non-current assets | ||||||
| 1535 | Financial assets measured at amortized cost - non-current | 6 (4)&8 | 2,431 | - | 2,431 | - |
| 1550 | Investments accounted for using the equity method | 6(7) | 155,689 | 10 | 102,825 | 8 |
| 1600 | Property, plant, and equipment | 6 (7)&8 | 391,263 | 26 | 385,566 | 29 |
| 1755 | Right-of-use assets | 6 (9) | 34,679 | 2 | 38,092 | 3 |
| 1780 | Intangible assets | 6 (10) | 21,245 | 2 | 20,326 | 2 |
| 1840 | Deferred income tax assets | 6 (29) | 13,786 | 1 | 11,800 | 1 |
| 1915 | Prepayments for business facilities | 6 (31) | 3,709 | - | 31,939 | 2 |
| 1990 | Other non-current assets - other | 6,796 | 1 | 8,412 | 1 | |
| 15XX | Total non-current assets | 629,598 | 42 | 601,391 | 46 | |
| 1XXX | Total assets | $ 1,499,152 | 100 | $ 1,305,419 | 100 |
(Continued to next page)
Medimaging Integrated Solution, Inc.
Parent Company Only Balance Sheet
December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Liabilities and Equity | Note | Dec. 31, 2025 | Dec. 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term debt | 6 (11) | $ 50,000 | 3 | $ - | - |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6 (12) | ||||
| 2130 | Contract liabilities - current | 6 (22) | 1,005 | - | - | - |
| 2170 | Accounts payable | 16,299 | 1 | 48,893 | 4 | |
| 2180 | Accounts payable - related parties | 7 | 27,296 | 2 | 24,070 | 2 |
| 2200 | Other payables | 6 (13) | 8,799 | 1 | 813 | - |
| 2220 | Other payables - related parties | 6(13)&7 | 54,433 | 4 | 59,493 | 5 |
| 2230 | Current tax liabilities | 3,622 | - | 10 | - | |
| 2250 | Provisions - current | 6 (18) | 5,882 | 1 | 8,745 | 1 |
| 2280 | Lease liabilities - current | 2,231 | - | 5,948 | - | |
| 2320 | Long-term liabilities, current portion | 6 (14)(15)&8 | 1,653 | - | 1,686 | - |
| 2399 | Other current liabilities - other | 212,028 | 14 | 18,983 | 1 | |
| 21XX | Total current liabilities | 5,449 | - | 3,937 | - | |
| Non-current liabilities | 388,697 | 26 | 172,578 | 13 | ||
| 2530 | Corporate bonds payable | 6 (14) | 184,831 | 12 | 191,243 | 15 |
| 2540 | Long-term borrowings | 6 (15)&8 | 143,252 | 10 | 158,727 | 12 |
| 2550 | Provisions - non-current | 6 (18) | 2,157 | - | 930 | - |
| 2570 | Deferred income tax liabilities | 6 (29) | 423 | - | 2,003 | - |
| 2580 | Lease liabilities - non-current | 34,329 | 2 | 37,431 | 3 | |
| 2645 | Deposits received | 98 | - | 40 | - | |
| 25XX | Total non-current liabilities | 365,090 | 24 | 390,374 | 30 | |
| 2XXX | Total liabilities | 753,787 | 50 | 562,952 | 43 | |
| Equity | ||||||
| Share Capital | 6 (19) | |||||
| 3110 | Common shares - share capital | 382,340 | 26 | 347,582 | 27 | |
| Capital surplus | 6 (20) | |||||
| 3200 | Capital surplus | 299,350 | 20 | 321,316 | 25 | |
| Retained earnings | 6 (21) | |||||
| 3310 | Legal reserve | 51,121 | 3 | 50,583 | 4 | |
| 3320 | Special reserve | 5,611 | - | 8,884 | 1 | |
| 3350 | Undistributed earnings | 12,794 | 1 | 19,713 | 1 | |
| Other equity | ||||||
| 3400 | Other equity | ( 5,851) | ( - ) | ( 5,611) | ( 1 ) | |
| 3XXX | Total equity | 745,365 | 50 | 742,467 | 57 | |
| Material contingent liabilities and unrecognized contractual commitments | 9 | |||||
| Major subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 1,499,152 | 100 | $ 1,305,419 | 100 |
The accompanying notes are an integral part of the parent company only financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution Inc.
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, except earnings per share)
| Item | Note | 2025 | 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 Operating revenue | 6 (22) &7 | $ 573,293 | 100 | $ 485,074 | 100 |
| 5000 Operating costs | 6 (6) &7 | ( 339,495) | ( 59) | ( 245,969) | ( 51) |
| 5900 Gross operating profit | 233,798 | 41 | 239,105 | 49 | |
| 5910 Unrealized profit from sales | ( 2,854) | ( 1) | ( 3,110) | - | |
| 5920 Realized profit from sales | 3,110 | 1 | 3,488 | 1 | |
| 5950 Gross operating profit, net | 234,054 | 41 | 239,483 | 50 | |
| Operating expenses | 6 (27) (28) | ||||
| 6100 Selling expenses | ( 33,202) | ( 6) | ( 29,978) | ( 6) | |
| 6200 Administrative expenses | ( 72,037) | ( 13) | ( 53,220) | ( 11) | |
| 6300 Research and development expenses | ( 92,820) | ( 16) | ( 127,831) | ( 27) | |
| 6450 Expected credit impairment loss | 12(2) | ( 2,888) | - | ( 1,076) | - |
| 6000 Total operating expenses | ( 200,947) | ( 35) | ( 212,105) | ( 44) | |
| 6900 Operating income | 33,107 | 6 | 27,378 | 6 | |
| Non-operating revenue and expenses | |||||
| 7100 Interest income | 6 (23) | 5,323 | 1 | 5,692 | 1 |
| 7010 Other income | 6 (24) &7 | 13,281 | 2 | 6,427 | 1 |
| 7020 Other gains and loss | 6 (25) | ( 9,392) | ( 2) | 13,305 | 3 |
| 7050 Financial cost | 6 (26) | ( 10,221) | ( 2) | ( 7,625) | ( 2) |
| 7070 Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method | 6(7) | ||||
| 7000 Total non-operating revenue and expenses | ( 19,161) | ( 4) | ( 13,128) | ( 3) | |
| 7900 Net profit before tax | 13,946 | 2 | 14,250 | 3 | |
| 7950 Income tax expenses | 6 (29) | ( 6,221) | ( 1) | ( 8,640) | ( 2) |
| 8200 Profit for the period | $ 7,725 | 1 | $ 5,610 | 1 | |
| Other comprehensive income | |||||
| Items not reclassified to profit or loss | |||||
| 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ||||
| Items that may be subsequently reclassified into profit or loss | $ - | - | $ 2,168 | 1 | |
| 8361 Exchange differences resulting from translating the financial statements of a foreign operation | 6(7) | ||||
| 8300 Other comprehensive income (net) | ( 240) | - | 878 | - | |
| 8500 Total comprehensive income for the period | $ 7,485 | 1 | $ 8,656 | 2 | |
| Basic earnings per share | 6 (30) | ||||
| 9750 Basic earnings per share | $ | 0.20 | $ | 0.15 | |
| 9850 Diluted earnings per share | $ | 0.20 | $ | 0.15 |
The accompanying notes are an integral part of the parent company only financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution Inc.
Parent Company Only Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Note | Common shares-share capital | Retained earnings | Other equity | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Exchange differences resulting from translating the financial statements of a foreign operation | Unrealized profit or loss from financial assets measured at fair value through other comprehensive income | ||||
| 2024 | |||||||||
| Balance on Jan. 1, 2024 | $ 345,842 | $ 319,494 | $ 43,178 | $ 8,376 | $ 84,495 | ($ 6,489) | ($ 2,395) | $ 792,501 | |
| Profit for the period | - | - | - | - | 5,610 | - | - | 5,610 | |
| Other comprehensive income for the period 6(3) | - | - | - | - | - | 878 | 2,168 | 3,046 | |
| Total comprehensive income for the period | - | - | - | - | 5,610 | 878 | 2,168 | 8,656 | |
| Appropriation and distribution of retained 6(21) earnings for 2023 | |||||||||
| Allocation to legal reserve | - | - | 7,405 | - | ( 7,405 ) | - | - | - | |
| Allocation to special reserve | - | - | - | 508 | ( 508 ) | - | - | - | |
| Cash dividend | - | - | - | - | ( 62,252 ) | - | - | ( 62,252 ) | |
| Compensation costs of employee stock options 6(17)(20) | - | 82 | - | - | - | - | - | 82 | |
| Exercise of employee stock option 6(17)(19) | 1,740 | 1,740 | - | - | - | - | - | 3,480 | |
| Disposal of equity instruments measured at fair 6(3) value through other comprehensive income | - | - | - | - | ( 227 ) | - | 227 | - | |
| Balance on Dec. 31, 2024 | $ 347,582 | $ 321,316 | $ 50,583 | $ 8,884 | $ 19,713 | ($ 5,611 ) | $ - | $ 742,467 | |
| 2025 | |||||||||
| Balance on Jan. 1, 2025 | $ 347,582 | $ 321,316 | $ 50,583 | $ 8,884 | $ 19,713 | ($ 5,611 ) | $ - | $ 742,467 | |
| Profit for the period | - | - | - | - | 7,725 | - | - | 7,725 | |
| Other comprehensive income for the period | - | - | - | - | - | ( 240 ) | - | ( 240 ) | |
| Total comprehensive income for the period 6(21) | - | - | - | - | 7,725 | ( 240 ) | - | 7,485 | |
| Appropriation and distribution of retained earnings for 2024 | |||||||||
| Allocation to legal reserve | - | - | 538 | - | ( 538 ) | - | - | - | |
| Reversal for special reserve | - | - | - | ( 3,273 ) | 3,273 | - | - | - | |
| Cash dividends | - | - | - | - | ( 17,379 ) | - | - | ( 17,379 ) | |
| Capitalization of Capital surplus | 6(20)(21) | 34,758 | ( 34,758 ) | - | - | - | - | - | - |
The accompanying notes are an integral part of the parent company only financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution Inc.
Parent Company Only Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Note | Common shares-share capital | Retained earnings | Other equity | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Exchange differences resulting from translating the financial statements of a foreign operation | Unrealized profit or loss from financial assets measured at fair value through other comprehensive income | ||||
| Equity component of convertible bonds - conversion options | 6(14)(20) | - | 12,760 | - | - | - | - | - | 12,760 |
| Capital surplus - others | 6(20) | - | 32 | - | - | - | - | - | 32 |
| Balance on Dec. 31, 2025 | $ 382,340 | $ 299,350 | $ 51,121 | $ 5,611 | $ 12,794 | ($ 5,851) | $ - | $ 745,365 |
The accompanying notes are an integral part of the parent company only financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Medimaging Integrated Solution, Inc.
Parent Company Only Statements of Cash Flows
For the years ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Note | Jan. 1 - Dec. 31, 2025 | Jan. 1 - Dec. 31, 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Current net profit before tax | $ 13,946 | $ 14,250 | |
| Adjustments | |||
| Income and expense items | |||
| Depreciation expenses | 6(8)(9)(27) | 37,439 | 34,115 |
| Various amortization | 6(10)(27) | 4,846 | 4,296 |
| Expected credit impairment loss | 12(2) | 2,888 | 1,076 |
| Net loss on financial assets measured at fair value through profit or loss | 6(25) | - | 180 |
| Net loss on financial liabilities at fair value through profit or loss | 120 | - | |
| Remuneration cost for employee stock options | 6(17)(28) | - | 82 |
| Interest income | 6(23) | ( 5,323 ) | ( 5,692 ) |
| Interest expense | 6(26) | 10,221 | 7,625 |
| Share of profit or loss of subsidiaries using the equity method | 6(7) | ||
| Unrealized profit from sales | 18,152 | 30,927 | |
| Realized profit from sales | 2,854 | 3,110 | |
| Payable transferred to other income | 6(24) | 3,110 ) | ( 3,488 ) |
| Changes in operating activities assets and liabilities | - | ( 2 ) | |
| Net changes in operating activities assets | |||
| Contract assets | ( 8,529 ) | ( 4,084 ) | |
| Accounts receivable | ( 2,139 ) | ( 75,236 ) | |
| Accounts receivable- related parties | ( 1,279 ) | 96 | |
| Other receivables | 1,140 | ( 3,284 ) | |
| Other receivables- related parties | ( 425 ) | 197 | |
| Inventories | ( 37,787 ) | ( 43,339 ) | |
| Prepayments | ( 4,985 ) | 664 | |
| Other current assets | ( 2,066 ) | 1,741 | |
| Long-term prepaid expenses | 1,185 | ( 1,333 ) | |
| Net changes in operating activities liabilities | |||
| Contract liabilities | ( 32,594 ) | ( 1,297 ) | |
| Accounts payable | 3,226 | 13,809 | |
| Accounts payable - related parties | 7,986 | 813 | |
| Other payables | ( 4,781 ) | 5,719 | |
| Other payables- related parties | 3,612 | 10 | |
| Provisions | ( 2,490 ) | 1,299 | |
| Other current liabilities | 1,512 | 2,198 | |
| Cash flows from operating activities | 3,619 | ( 15,548 ) | |
| Interest received | 5,323 | 5,692 | |
| Interest paid | ( 4,782 ) | ( 2,444 ) | |
| Income tax paid | ( 12,650 ) | ( 17,959 ) | |
| Net cash flows from operating activities | ( 8,490 ) | ( 30,259 ) |
(Continued to next page)
Medimaging Integrated Solution, Inc.
Parent Company Only Statements of Cash Flows
For the years ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Note | Jan. 1 - Dec. 31, 2025 | Jan. 1 - Dec. 31, 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| Disposal of financial assets measured at fair value through other comprehensive income (FVOCI) | 6(3) | $ - | $ 2,418 |
| Acquisition of financial assets measured at amortized cost | - | ( 60,000 ) | |
| Disposal of financial assets measured at amortized cost | - | 243,817 | |
| Acquisition of investments accounted for using the equity method | 6(7) | ( 71,000 ) | ( 81,000 ) |
| Acquisition of property, plant, and equipment | 6(31) | ( 15,510 ) | ( 115,735 ) |
| Actual payment of capitalized interest | 6(8)(31) | - | ( 1,406 ) |
| Disposal of property, plant, and equipment | 6(8)&7 | 2,202 | - |
| Increased in refundable deposits | - | ( 55 ) | |
| Acquisition of intangible asset | 6(10) | ( 5,334 ) | ( 4,755 ) |
| Net cash used in investing activities | ( 89,642 ) | ( 16,716 ) | |
| Cash flows from financing activities | |||
| Increased in short-term borrowings | 6(32) | 70,000 | - |
| Decreased in short-term borrowings | 6(32) | ( 20,000 ) | - |
| Increased in deposits received | 6(32) | 58 | 20 |
| Payments of lease liabilities | 6(32) | ( 1,620 ) | ( 2,536 ) |
| Cash dividend paid | 6(21) | ( 17,379 ) | ( 62,250 ) |
| Exercise of employee stock option | 6(17)(19) | - | 3,480 |
| Proceeds from long-term borrowings | 6(32) | - | 20,000 |
| Repayments of long-term borrowings | 6(32) | ( 18,955 ) | ( 18,573 ) |
| Proceeds from issuing corporate bonds | 6(32) | 198,340 | - |
| Capital surplus – other | 6(20) | 32 | - |
| Net cash flows from financing activities | 210,476 | ( 59,859 ) | |
| Increase in cash and cash equivalents for the period | 112,344 | ( 106,834 ) | |
| Cash and cash equivalents at the beginning | 6(1) | 321,787 | 428,621 |
| Cash and cash equivalents at the end | 6(1) | $ 434,131 | $ 321,787 |
The accompanying notes are an integral part of the parent company only financial statements; please see them together for reference.
Chairman: Chu-Ming Cheng
Managerial Officer: Chu-Ming Cheng
Accounting Officer: Fan, Ching-I
Attachment 4
Medimaging Integrated Solution Inc.
2025 Earnings Distribution Table
Unit: NT$
| Items | Amount | Note |
|---|---|---|
| Unappropriated Retained Earnings (Beginning) | 5,068,472 | |
| Plus : Net Profit After Tax for the Period | 7,725,026 | |
| Less : Allocation of 10% Legal Reserve | (772,503) | |
| Less : Allocation of Special Reserve | (240,004) | |
| Distributable Earnings | 11,780,991 | |
| Distribution Item: | ||
| Cash Dividends to Common Shareholders | (10,058,493) | ~NT$ 0.25 per share |
| Subtotal | (10,058,493) | |
| Unappropriated Retained Earnings (Ending) | 1,772,498 | |
| Note : The cash dividends to common share holders will be rounded down to NT$1 (any amount under NT$1 will be discarded), and the remaining fraction will be incorporated into other revenues of the Company. |
CHENG, CHU-MING
Chairman
CHENG, CHU-MING
President
FAN, CHING-I
Chief Accounting Officer
Attachment 5
Medimaging Integrated Solution Inc.
Articles of Incorporation
Before and After Revision
| After the revision | Before the revision | Description |
|---|---|---|
| Article 2 | ||
| The scope of business of the Company shall be as follow: | ||
| CF01011 Medical equipment manufacturing industry | ||
| CE01030 Optical instrument manufacturing industry | ||
| IG01010 Biotechnology service industry | ||
| I301010 Information software service industry | ||
| F108031 Wholesale of medical equipment | ||
| CC01101 Telecommunications regulated radio frequency equipment manufacturing industry | ||
| F401021 Telecommunications control radio frequency equipment import business | ||
| CC01080 Manufacturing of electronic parts and components | ||
| F119010 Wholesale of electronic materials (restricted to operate outside of the science park) | ||
| F219010 Retailing of electronic materials (restricted to operate outside of the science park) | ||
| Research, develop, design, manufacture and sell the following products: | ||
| 1. All-in-one digital medical diagnostic Set: | ||
| (1) Full-color handheld digital medical non-mydriatic eye fundus lens | ||
| (2) Full-color handheld digital medical otoscope lens | Article 2 | |
| The scope of business of the Company shall be as follow: | ||
| CF01011 Medical equipment manufacturing industry (limited to ROC-industry standard classification 2760-radiation and electronic medical equipment manufacturing industry, 3321-glasses manufacturing industry and 3329-other medical equipment and supplies manufacturing industry) | ||
| CE01030 Optical instrument manufacturing industry (limited to the industry standard classification of the Republic of China 2729-Other communication equipment manufacturing industry, 2730-Audio-visual electronic product manufacturing industry, 2771-Camera manufacturing industry, 2779-Other optical instruments and equipment manufacturing industry and 3321-Glasses manufacturing industry) | ||
| IG01010 Biotechnology service industry (limited to ROC industry standard classification 7210-natural and engineering science research and development service industry) | ||
| I301010 Information software service industry (limited to 6201-computer-software design industry, 6202-computer-system integration service industry and 6209-other computer system design service industry in the industrial standard | In line with the company's operational needs |
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| (3) Full-color handheld digital medical dermatoscope lens | classification of the Republic of China)
F108031 Wholesale of medical equipment (limited to 4565 wholesale of watches and glasses, 4571 wholesale of medicines and medical supplies, and 4649 wholesale of other mechanical appliances) |
| --- | --- |
| 2. Medical image aided recognition software | CC01101 Telecommunications regulated radio frequency equipment manufacturing industry (limited to 2721 telephone and mobile phone manufacturing industry, 2729 other communication and communication equipment manufacturing industry, 2751 measurement, navigation and control equipment manufacturing industry and 2760 radiation and electronic medical equipment manufacturing industry in the industrial standard classification of the Republic of China) |
| 3. Digital imaging medical beauty skin automatic analyzer | F401021 Telecommunications control radio frequency equipment import business (limited to the industry standard classification of the Republic of China 4642 electronic equipment and its parts and components wholesale business) |
| 4. Disposable endoscopes and related components | CC01080 Manufacturing of electronic parts and components (limited to manufacturing of other electronic parts and components not classified under ROC Industrial Standard Classification 2699) |
| 5. Optical tomography scanner | F119010 Wholesale of electronic materials (restricted to operate outside of the science park) (limited to the wholesale industry of electronic equipment and its parts and components under the Industrial Standard Classification of the Republic of China 4642) |
| | F219010 Retailing of electronic materials (restricted to operate outside of the science park) (limited to 4831 computer- |
| and peripheral equipment, software-retailing, 4832 communication equipment retailing and 4833 audio-visual equipment retailing under the industrial standard-classification of the Republic of China) Research, develop, design, manufacture and sell the following products: 1. All-in-one digital medical diagnostic Set: (1) Full-color handheld digital medical non-mydriatic eye fundus lens (2) Full-color handheld digital medical otoscope lens (3) Full-color handheld digital medical dermatoscope lens 2. Medical image aided recognition software 3. Digital imaging medical beauty skin automatic analyzer 4. Disposable endoscopes and related components 5. Optical tomography scanner | ||
|---|---|---|
| Article 5 | ||
| The total capital stock of the Corporation shall be in the amount of 800,000,000 New Taiwan Dollars, divided into 80,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments. | ||
| The capital within 120,000,000 New Taiwan Dollars, is for employee stock options, which is 12,000,000 shares at a par value of Ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue the unissued shares in installments in accordance with the company law and related laws and regulations. | ||
| To issue employee stock warrants with the | Article 5 | |
| The total capital stock of the Corporation shall be in the amount of 500,000,000 New Taiwan Dollars, divided into 50,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments. | ||
| The capital within 75,000,000 New Taiwan Dollars, is for employee stock options, which is 7,500,000 shares at a par value of Ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue the unissued shares in installments in accordance with the company law and related laws and regulations. | ||
| To issue employee stock warrants with the | In line with the company's operational needs |
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| exercise price lower than the closing price of the Company stocks as of the issuing date, the Company is required to obtain the consent of a majority of the shareholders present who represent two-thirds or more of the total number of outstanding shares. It should also be listed and explained in the reasons for convening the shareholders' meeting in accordance with the " Regulations Governing the Offering and Issuance of Securities by Securities Issuers" and relevant regulations, and shall not be raised as an extempore motion. The Company is allowed to register multiple issues over a period of 1 year from the date of the shareholders' meeting resolution. | exercise price lower than the closing price of the Company stocks as of the issuing date, the Company is required to obtain the consent of a majority of the shareholders present who represent two-thirds or more of the total number of outstanding shares. It should also be listed and explained in the reasons for convening the shareholders' meeting in accordance with the " Regulations Governing the Offering and Issuance of Securities by Securities Issuers" and relevant regulations, and shall not be raised as an extempore motion. The Company is allowed to register multiple issues over a period of 1 year from the date of the shareholders' meeting resolution. |
|---|---|
| The treasury shares repurchased by the company may be transferred to employees at a price lower than the actual average price of the repurchased shares, provided that the Company is required to obtain the consent of a majority of the shareholders present who represent two-thirds or more of the total number of outstanding shares at the most recent shareholders' meeting. The recipients of treasury stock transferred to employees, issuance of shares, employee stock options and restricted stock awards in accordance with the Company Law can be the employees of the Company's subsidiaries who fulfill specific requirements. The specific requirements of the preceding items are authorized to be prescribed by the board of directors. | The treasury shares repurchased by the company may be transferred to employees at a price lower than the actual average price of the repurchased shares, provided that the Company is required to obtain the consent of a majority of the shareholders present who represent two-thirds or more of the total number of outstanding shares at the most recent shareholders' meeting. The recipients of treasury stock transferred to employees, issuance of shares, employee stock options and restricted stock awards in accordance with the Company Law can be the employees of the Company's subsidiaries who fulfill specific requirements. |
| Article 23
This Articles of Association was concluded on July 20, 2010
The 1st revision was made on March 23, 2011
The 2nd revision was made on April 25, 2011
The 3rd revision was made on July 1, 2011
The 4th revision was made on January 26, 2012
The 5th revision was made on June 20, 2013
The 6th revision was made on May 2, 2014
The 7th revision was made on November 27, 2015
The 8th revision was made on June 15, 2016
The 9th revision was made on June 25, 2018
The 10th revision was made on June 23, 2020
The 11th revision was made on December 10, 2020
The 12th revision was made on July 2, 2021
The 13th revision was made on June 17, 2022
The 14th revision was made on June 19, 2025
The 15th revision was made on June 23, 2026 | Article 23
This Articles of Association was concluded on July 20, 2010
The 1st revision was made on March 23, 2011
The 2nd revision was made on April 25, 2011
The 3rd revision was made on July 1, 2011
The 4th revision was made on January 26, 2012
The 5th revision was made on June 20, 2013
The 6th revision was made on May 2, 2014
The 7th revision was made on November 27, 2015
The 8th revision was made on June 15, 2016
The 9th revision was made on June 25, 2018
The 10th revision was made on June 23, 2020
The 11th revision was made on December 10, 2020
The 12th revision was made on July 2, 2021
The 13th revision was made on June 17, 2022
The 14th revision was made on June 19, 2025 | Add revision date. |
| --- | --- | --- |
Attachment 6
Medimaging Integrated Solution Inc.
Directors and Independent Directors Candidates List
| No. | Type | Name | Education | Major Education and Experience (IncludingCurrent Position) | Shares Held | Explanation of reasons for independent directors serving three terms |
|---|---|---|---|---|---|---|
| 1 | Director | CHENG, CHU-MING | Ph.D in Department of Photonics, National Chiao Tung University | Chairman & CEO, MiiS | ||
| Chairman, Aitronics Inc. | ||||||
| Chairman, LIAN CHAN PRECISION CO., LTD. | ||||||
| Director, Medimaging Integrated Solution Inc (Dongguan) | ||||||
| Corporate Representative, Medview Investments Limited | ||||||
| Senior Director, Young Optics Inc. | 7,470,273 | N/A | ||||
| 2 | Director | CHEN, CHIN-YI | Master Degree in National Taiwan University International Business Administration (EMBA) | Director, MiiS | ||
| Executive Vice President, MiiS | ||||||
| General Manager, Aitronics Inc. | ||||||
| Director, Medimaging Integrated Solution Inc (Dongguan) | ||||||
| Sales Manager, Young Optics Inc. | 252,033 | N/A |
| 3 | Director | LEE, YU-TSUNG | Master Degree in Physics, National Sun Yat-sen University | Director, MiiS
Executive Vice President, MiiS
R&D Manager, Young Optics Inc. | 546,231 | N/A |
| --- | --- | --- | --- | --- | --- | --- |
| 4 | Director | WU, YI-HUI | Master Degree in Epidemiology, National Taiwan University | Sp. Asst. to Chairman, MiiS
Supervisor, MiiS
Product Project Manager, Young Optics Inc. | 406,663 | N/A |
| 5 | Independent Director | CHANG, MING-JYE | MBA, Rutgers, The State University of New Jersey | Independent Director, MiiS
GM, Mega Securities | 0 | No |
| 6 | Independent Director | WANG, PAO-CHANG | MBA, National Taiwan University | Independent Director, MiiS
VP, KPMG
CFO, Amazing Microelectronic Corp. | 0 | No |
| 7 | Independent Director | CHIU, CHIN-TAIN | Ph.D in Bussiness Administration, National Chengchi University.
MBA, Sloan School of Management, MIT | Independent Director, MiiS
Independent Director, 3D GLOBAL BIOTECH INC.
Independent Director, PROSPERITY DIELECTRICS CO., LTD.
Independent Director, UNIFOSA CORP.
Directors/Supervisor, Sino-Indonesia Cultural and Economic Association | 0 | No |
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| | | | | Director, Chiu Shi-De Enterprise Co., Ltd.
HSBC Senior Vice President/Head of Corporate Banking Division/Head of Taipei Branch | | |
| --- | --- | --- | --- | --- | --- | --- |
| 8 | Independent Director | CHIANG, HUI-HUA | Ph.D. in Electrical Engineering Georgia Institute of Technology U.S.A.
Department of Electrical Engineering, National Tsing Hua University | Independent Director, MiiS
Lifetime Distinguished Professor,
Department of Biomedical Engineering, National Yang Ming Chiao Tung University
Supervisor, Taiwanese Society of Biomedical Engineering
Director, Medical Engineering R&D Center, National Yang Ming Chiao Tung University
Distinguished Researcher, Biomedical Technology and Device Research Laboratories, ITRI
Executive Secretary, Board of Science and Technology, Executive Yuan
Convener, Biomedical Engineering Program, Department of Engineering and Technologies, National Science and Technology Council (NSTC) | 0 | No |
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Attachment 7
Medimaging Integrated Solution Inc.
List to remove the restriction of non-compete agreement of newly elected directors
| Category | Candidate Name | Company Name and Concurrent Position |
|---|---|---|
| Independent Director | CHIU, CHIN-TAIN | Independent Director, 3D GLOBAL BIOTECH INC. |
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Appendix 1
Medimaging Integrated Solution Inc.
Rules and Procedures of Shareholders' Meeting
Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles.
Article 2
The rules of procedures for this Corporation's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
Unless otherwise provided by law or regulation, this Corporation's shareholders' meetings shall be convened by the board of directors.
Changes to how this Corporation convenes its shareholders' meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders' meeting notice.
This Corporation shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. This Corporation shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting. In addition, before 15 days before the date of the shareholders' meeting, this Corporation shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
- For physical shareholders' meetings, to be distributed on-site at the meeting.
- For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual
meeting platform.
- For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion. Its main content may be placed on the website designated by the securities authority or the company, and its website address shall be specified in the notice.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders' meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders' meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in
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the agenda.
Article 4
For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders’ meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5
The venue for a shareholders’ meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders’ meeting.
Article 6
This Corporation shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.
Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders' meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1
To convene a virtual shareholders' meeting, this Corporation shall include the follow particulars in the shareholders' meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.
Article 7
If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the
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chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 8
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Articles of Incorporation, the recording shall be retained until the conclusion of the litigation.
Where a shareholders' meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders' meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and
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sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10
If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in
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which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12
Voting at a shareholders' meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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- The company holds its own shares.
- Shares of the company held by affiliated companies that directly or indirectly hold more than half of the total number of issued voting shares or total capital.
- The company's shares held by the company, its affiliated companies, the company's holding company, and the holding company's affiliated companies that directly or indirectly hold more than half of the total number of issued shares with voting rights or total capital of other companies.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When this Corporation convenes a virtual shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders’ meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. When this Corporation convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders’ meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders’ meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Articles of Incorporation, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's
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full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.
Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting online.
Article 16
On the day of a shareholders' meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During this Corporation's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the
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proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19
In the event of a virtual shareholders’ meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20
When this Corporation convenes a virtual-only shareholders’ meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21
In the event of a virtual shareholders’ meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders’ meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders’ meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting and have successfully signed in the meeting, but
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do not attend the postpone or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders’ meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders’ meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders’ meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporation shall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the second paragraph.
Article 22
When convening a virtual-only shareholders’ meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online.
Article 23
This rule was established on June 25, 2018.
The first revision was on December 10, 2020.
The second revision was on June 17, 2022.
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Appendix 2
Medimaging Integrated Solution Inc.
Articles of Incorporation (Before amendment)
Chapter 1 General Provisions
Article 1 The Company shall be incorporated as a company limited by shares under the Company Act and its name shall be “晋弘科技股份有限公司” in the Chinese Language, and “Medimaging Integrated Solution Inc.” in the English language.
Article 2 The scope of business of the Company shall be as follow:
CF01011 Medical equipment manufacturing industry (limited to ROC industry standard classification 2760 radiation and electronic medical equipment manufacturing industry, 3321 glasses manufacturing industry and 3329 other medical equipment and supplies manufacturing industry)
CE01030 Optical instrument manufacturing industry (limited to the industry standard classification of the Republic of China 2729 Other communication equipment manufacturing industry, 2730 Audio-visual electronic product manufacturing industry, 2771 Camera manufacturing industry, 2779 Other optical instruments and equipment manufacturing industry and 3321 Glasses manufacturing industry)
IG01010 Biotechnology service industry (limited to ROC industry standard classification 7210 natural and engineering science research and development service industry)
I301010 Information software service industry (limited to 6201 computer software design industry, 6202 computer system integration service industry and 6209 other computer system design service industry in the industrial standard classification of the Republic of China)
F108031 Wholesale of medical equipment (limited to 4565 wholesale of watches and glasses, 4571 wholesale of medicines and medical supplies, and 4649 wholesale of other mechanical appliances)
CC01101 Telecommunications regulated radio frequency equipment manufacturing industry (limited to 2721 telephone and mobile phone manufacturing industry, 2729 other communication and communication equipment manufacturing industry, 2751 measurement, navigation and control equipment manufacturing industry and 2760 radiation and electronic medical equipment manufacturing industry in the industrial standard classification of the Republic of China)
F401021 Telecommunications control radio frequency equipment import business (limited to the industry standard classification of the Republic of China 4642 electronic equipment and its parts and components wholesale business)
CC01080 Manufacturing of electronic parts and components (limited to manufacturing of other electronic parts and components not classified under ROC Industrial
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Standard Classification 2699)
F119010 Wholesale of electronic materials (restricted to operate outside of the science park) (limited to the wholesale industry of electronic equipment and its parts and components under the Industrial Standard Classification of the Republic of China 4642)
F219010 Retailing of electronic materials (restricted to operate outside of the science park) (limited to 4831 computer and peripheral equipment, software retailing, 4832 communication equipment retailing and 4833 audio-visual equipment retailing under the industrial standard classification of the Republic of China)
Research, develop, design, manufacture and sell the following products:
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All-in-one digital medical diagnostic Set:
(1) Full-color handheld digital medical non-mydriatic eye fundus lens
(2) Full-color handheld digital medical otoscope lens
(3) Full-color handheld digital medical dermatoscope lens -
Medical image aided recognition software
- Digital imaging medical beauty skin automatic analyzer
- Disposable endoscopes and related components
- Optical tomography scanner
Article 3 The Company shall have its head-office in Hsinchu Science-based Industrial Park and, if necessary, may set up branches in and out of this country upon a resolution of its Board of Directors.
Article 4 Public notices of the Company shall be made in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 5 The total capital stock of the Corporation shall be in the amount of 500,000,000 New Taiwan Dollars, divided into 50,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments.
The capital within 75,000,000 New Taiwan Dollars, is for employee stock options, which is 7,500,000 shares at a par value of Ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue the unissued shares in installments in accordance with the company law and related laws and regulations.
To issue employee stock warrants with the exercise price lower than the closing price of the Company stocks as of the issuing date, the Company is required to obtain the consent of a majority of the shareholders present who represent two-thirds or more of the total number of outstanding shares. It should also be listed and explained in the reasons for convening the shareholders' meeting in accordance with the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" and relevant regulations, and shall not be raised as an extempore motion. The Company is allowed to register multiple issues over a period of 1 year from the date of the shareholders' meeting resolution.
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The treasury shares repurchased by the company may be transferred to employees at a price lower than the actual average price of the repurchased shares, provided that the Company is required to obtain the consent of a majority of the shareholders present who represent two-thirds or more of the total number of outstanding shares at the most recent shareholders' meeting.
The recipients of treasury stock transferred to employees, issuance of shares, employee stock options and restricted stock awards in accordance with the Company Law can be the employees of the Company's subsidiaries who fulfill specific requirements.
The specific requirements of the preceding items are authorized to be prescribed by the board of directors.
Article 6 The share certificates of the Corporation shall all be name-bearing share certificates, and issued after the signature or seal of the director representing the company and the bank visa authorized by the law to act as a stock issuer. Shares issued by the Company may be exempted from printing of share certificates. However, it shall be registered in the Securities Central Depositary Business Institution.
Article 7 Registration for transfer of shares shall all be suspended within the period specified in Article 165 of the Company Law.
Chapter 3 Shareholders' Meeting
Article 8 Shareholders' meeting shall be of two types, namely general and extraordinary shareholders' meeting; the former shall be convened once a year by the Board of Directors in accordance with laws within six months after the close of each accounting fiscal year and the latter shall be convened in accordance with laws whenever necessary.
Notices to convene the Annual General Meeting shall be given to each shareholder thirty (30) days in advance, and the one to convene the Extraordinary Meeting shall be given fifteen (15) days in advance. Notices of the Shareholders' Meeting shall specify the time and place of the meeting and the particulars of the business to be transacted, and shall be given to all the Shareholders. For shareholders holding less than 1,000 registered shares, the convening notice may be issued in the form of an announcement.
When the company's shareholders' meeting is held, it may be held by video conference or other means announced by the central competent authority.
Article 9 In case a shareholder is unable to attend a shareholders' meeting, he/she may issue proxy printed by the Company setting forth the scope of authorization by signing or affixing his/her seal on the proxy form for the representative to be present on his/her behalf.
The procedures for shareholders to attend by proxy shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" unless otherwise provided by the Company Law.
Article 10 The Company shareholders have one vote per share, but none of the parties to the provisions of Article 179 of the Company Act have the right to vote. When the company
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convenes a general shareholders' meeting, it may exercise its voting rights in written or electronic means; when exercising its voting rights in written or electronic means, the method of exercise shall be specified in the shareholders' meeting convening notice.
When the company convenes a general meeting of shareholders, electronic means shall be listed as one of the channels for shareholders to exercise their voting rights in accordance with Article 177-1 of the Company Law.
Shareholders who exercise their voting rights in writing or electronically in the preceding paragraph shall be deemed to have attended the shareholders' meeting in person, and relevant matters shall be handled in accordance with laws and regulations.
Article 11 Unless otherwise provided by the Company Act, the resolutions of the shareholders' meeting shall be attended by shareholders representing more than half of the total number of issued shares, and shall be carried out with the consent of more than half of the voting rights of the present shareholders.
Article 12 Resolutions adopted at a Shareholders' Meeting shall be recorded in the minutes of the meeting, and minutes of Shareholders' Meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of Shareholders' Meeting may be effected by means of electronic transmission. The minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one (1) year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act hereof, the minutes of the Shareholders' Meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
Chapter 4 Directors
Article 13 The Company shall have five (5) to nine (9) directors to be elected at a shareholders' meeting through a candidate nomination system from persons of legal capacity to serve a term of three years. A director may be re-elected. The company's directors are elected in accordance with the provisions of Article 192-1 of the Company Law, and adopt a candidate nomination system. The minimum amount of shares to be owned by the Company's directors should be handled in accordance with the regulations of the competent authority.
At least two (2) directors or one-fifth of all directors, whichever is higher, shall be the independent directors. The qualification, the limitations of shareholding and concurrently serving other positions, the methods of nomination and election and other related matters shall be subject to the applicable laws.
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The directors of the company shall be elected in accordance with Article 198 of the Company Act, with independent and non-independent directors elected at the same time, but in separately calculated numbers. Those with more voting rights represented by the votes obtained will be elected as independent directors and non-independent directors. The Company has to purchase D&O for directors during their terms.
Article 14 The Board of Directors shall be organized by directors. The Chairman of the Board shall be elected by the majority of directors present at a meeting attended by more than two thirds of directors. The Chairman of the Board shall externally represent the Company.
Article 15 In case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, his/her agency shall be handled in accordance with the provisions of Article 208 of the Company Law.
In case a board member is unable to attend the Board of Directors' meeting, he/she may issue proxy setting forth the scope of authorization by signing or affixing his/her seal on the proxy form for another board member to present on his/her behalf. The representative shall serve as the proxy for one director only.
Article 16 The Company shall set forth the audit committee, which comprises of all the independent directors, in accordance with the Securities Exchange Act. The audit committee's duties, organizational regulations, exercise of powers and other matters to be complied with shall be handled in accordance with the regulations of the competent authority.
Article 17 The Board of Directors is authorized to determine the remuneration for the Directors, taking into account the extent and value of the services provided for the management of the Company and the standards of the industry within the R.O.C. and overseas. The remuneration of all directors shall be paid, regardless of the earnings or deficit of the company.
Chapter 5 Management of the Corporation
Article 18 The Company may appoint one or more manager(s), whose appointment, dismissal, and remunerations shall be sought in accordance with the Company Act Article 29 stipulations.
Chapter 6 Accounting
Article 19 After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, and submitted to the regular shareholders' meeting for acceptance:
- Business Report;
- Financial Statements;
- Proposal Concerning the Distribution of Earnings or Covering of Losses
Article 20 The Company shall allocate 10% to 25% of profit as employees' compensation and no more than 3% of profit as directors' compensation for each profitable fiscal year after offsetting any cumulative losses.
The amount of employee's compensation mentioned above shall include no less than 5% allocated as compensation for grassroots employees.
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The aforementioned employees' compensation will be distributed in shares or cash. The employees of the Company's subsidiaries who fulfill specific requirements may be granted such compensation.
The proposal for the distribution of employee' compensation and directors' compensation shall be reported to the shareholders' meeting.
Article 21 After making the final settlement of account, the Company shall allocate the net profit ("earnings"), if any, according to the following sequence: 1. Payment of taxes. 2. Making up for loss in preceding years. 3. Setting aside 10% for legal reserve, except for when accumulated legal reserve has reached the Company's paid-in capital. 4. Appropriating or reversing special reserve by government officials or other regulations. 5. The remaining, if applicable, in addition to the previous year's unappropriated earnings, the Company shall distribute it according to the distribution plan proposed by the Board of Directors and submitted to the shareholders' meeting for approval.
The dividend policy of the company is based on the current and future development plans, considering the investment environment, capital needs, and domestic and foreign competition conditions, and taking into account shareholders' interests and other factors. The amount of dividends distributed to shareholders shall be no less than 10% of distributable earnings for the year. However, when the accumulated distributable surplus is less than 10% of the paid-in capital, it may not be distributed. Dividends to shareholders shall be distributed in the form of cash or shares, provided that the proportion of cash dividends distributed shall not be less than 10% of the total dividends.
Chapter 7 Supplementary Provisions
Article 21 The total amount of the Corporation's reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation's paid-up capital. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.
Article 22 All matters not specified in this charter are subject to the provisions of the Company Act.
Article 23 This Article of Association was concluded on July 20, 2010
- The 1st revision was made on March 23, 2011
- The 2nd revision was made on April 25, 2011
- The 3rd revision was made on July 1, 2011
- The 4th revision was made on January 26, 2012
- The 5th revision was made on June 20, 2013
- The 6th revision was made on May 2, 2014
- The 7th revision was made on November 27, 2015
- The 8th revision was made on June 15, 2016
- The 9th revision was made on June 25, 2018
- The 10th revision was made on June 23, 2020
- The 11th revision was made on December 10, 2020
- The 12th revision was made on July 2, 2021
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The 13th revision was made on June 17, 2022
The 14th revision was made on June 19, 2025
Medimaging Integrated Solution Inc.
Chairman: CHENG, CHU-MING
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Appendix 3
Medimaging Integrated Solution Inc.
Procedures for Election of Directors
Article 1
To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3
The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
- The ability to make judgments about operations.
- Accounting and financial analysis ability.
- Business management ability.
- Crisis management ability.
- Knowledge of the industry.
- An international market perspective.
- Leadership ability.
- Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.
Article 4
The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for
Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 5
Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders’ meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders’ meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6
The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 7
The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8
The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
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Article 10
A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by a person with the right to convene.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate whose name is entered in the ballot does not conform to the director candidate list.
- Other words or marks are entered in addition to the number of voting rights allotted.
Article 11
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12
The board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 13
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.
Article 14
These Procedures were established on June 25, 2018.
First revised on December 10, 2020.
Second revised on June 21, 2024.
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Appendix 4
Medimaging Integrated Solution Inc.
Shareholdings of All Directors
Note1. Total shares issued as of 4/25/2026 : 40,233,970 common shares.
Note2. According to Article 26 of the Securities and Exchange Act, all directors should collectively hold a minimum of 3,600,000 shares. The Company has appointed more than two Independent Directors. According to the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if a public company has elected two or more Independent Directors, the share ownership standards for all Directors and Supervisors other than the Independent Directors shall be decreased by 80%.
Note3. As of 4/25/2026, table of shares held by all directors and independent directors were shown as below:
| Title | Name | Current Shareholding (Shares) | Percentage of shares held (%) |
|---|---|---|---|
| Chairman | CHENG, CHU-MING | 7,470,273 | 18.57% |
| Director | CHEN, CHIN-YI | 252,033 | 0.63% |
| Director | LEE, YU-TSUNG | 546,231 | 1.36% |
| Director | ROAN, YUNG-CHIH | 442,029 | 1.10% |
| Independent Director | CHANG, MING-JYE | 0 | 0% |
| Independent Director | WANG, PAO-CHANG | 0 | 0% |
| Independent Director | CHIU, CHIN-TAIN | 0 | 0% |
| Independent Director | CHIANG, HUI-HUA | 0 | 0% |
| Total | 8,710,566 | 21.66% |
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