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May 21, 2026
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AGM Information
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重王電子
Stock Code: 1533
Mobiletron Electronics Co., Ltd.
2026 Annual Shareholders’ Meeting
Meeting Handbook
(Translation)
Convening Method: Physical Shareholders' Meeting
Time: June 23, 2026 (Tuesday) at 9:30 a.m.
Venue: No. 85, Sec. 4, Zhongqing Rd., Daya Dist., Taichung City (the Company)
Table of Contents
Page
Chapter 1. Meeting Procedure ... 1
Chapter 2. Meeting Agenda ... 2
I. Reported Matters ... 3
II. Acknowledged Matters ... 6
III. Matters for Discussion ... 7
IV. Election matters ... 7
V. Other Proposals ... 9
VI. Extemporary Motions ... 9
VII. Adjournment ... 9
Chapter 3. Annexes ... 10
I. 2025 Business Report ... 10
II. Audit Statement of Audit Committee ... 16
III. Report on Remuneration Paid to Directors ... 17
IV. Parent Company Only Financial Statements and Consolidated Financial Statements for 2025 and the Independent Auditors' Report ... 18
V. Table of Earnings Distribution for 2025 ... 44
VI. Comparison Table of Amended Articles of the "Management of Loans to Others" ... 45
VII. List of candidates for directors ... 46
VIII. List of removal of directors from non-compete clause ... 50
Chapter 4. Appendices ... 51
I. Articles of Incorporation ... 51
II. Regulations Governing the Election of Directors ... 62
III. Rules of Procedure for Shareholders' Meetings ... 65
IV. Management of Loans to Others (Before Amendment) ... 81
V. Shareholding of directors ... 93
Mobiletron Electronics Co., Ltd.
Procedure for the 2026 Annual Shareholders' Meeting
I. Call the Meeting to Order
II. Chairperson Remarks
III. Reported Matters
IV. Acknowledged Matters
V. Matters for Discussion
VI. Election matters
VII. Other Proposals
VIII. Extemporary Motions
IX. Adjournment
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Mobiletron Electronics Co., Ltd.
2026 Annual Shareholders' Meeting Agenda
Convening Method: Physical Shareholders' Meeting
Time: June 23, 2026 (Tuesday) at 9:30 a.m.
Venue: No. 85, Sec. 4, Zhongqing Rd., Daya Dist., Taichung City (the Company)
Meeting Procedure:
I. Call the Meeting to Order
II. Chairperson Remarks
III. Reported Matters:
(I) The Company's 2025 Business Report and 2026 Business Outlook Report.
(II) The Audit Committee's review on the 2025 financial statements.
(III) Report on the Company's 2025 distribution of remuneration to employees and directors.
(IV) Report on the Company's 2025 distribution of remuneration to directors.
IV. Acknowledged Matters:
(I) Acknowledged of the 2025 Business Report and financial statements.
(II) Acknowledged of the 2025 earnings distribution.
V. Matters for Discussion:
(I) Amendments to the "Management of Loans to Others".
VI. Election matters
(I) Election of the Company's 16th Board of Directors.
VII. Other Proposals:
(I) Removal of non-compete clause for new directors and its representatives.
VIII. Extemporary Motions
IX. Adjournment
Reported Matters
Item 1
Proposal: Review of the Company's 2025 Business Report and 2026 Business Outlook Report, submitted for acknowledgment.
Description: Please refer to Annex 1 (pages 10-15) for the Company's 2025 Business Report and 2026 Business Outlook Report.
Item 2
Proposal: Report on the Audit Committee's review of the 2025 financial statements, submitted for acknowledgment.
Description: Please refer to Annex 2 (page 16) for the Audit Statement of the Audit Committee.
Item 3
Proposal: Report on the Company's 2025 distribution of remuneration to employees and directors, submitted for acknowledgment.
Description: (I) This proposal is handled in accordance with Article 26 of the Company's Articles of Incorporation.
(II) The Company's 2025 employee and director remuneration was approved by the Board of Directors on March 10, 2026, with allocations of 3% for employee remuneration and 2% for director remuneration.
- Employee remuneration amounted to NT$2,174,956 (including NT$1,010,100 for non-executive employees, representing 46.4% of total employee remuneration).
- Director remuneration amounted to NT$1,449,971.
- All amounts will be paid in cash and are consistent with the expenses recognized for 2025.
Item 4
Proposal: Report on the Company's 2025 directors' remuneration, submitted for acknowledgment.
Description: (I) The Company's remuneration policies, standards and packages for directors and independent directors, procedure for making such decision and relation to business performance and future risks:
- Director:
As stated in Article 26 of the Company's Articles of Incorporation, based on the Company's profit before tax for the current year and before the distribution of remuneration to the employees and directors, the Company should allocate no less than 3% as the employee remuneration and no more than 3% as the director remuneration if there is any surplus after making up for the losses.
Of the employee remuneration amount in the preceding paragraph, no less than 20% shall be set aside for the distribution of compensation to non-executive employees.
The amount to be allocated shall be reviewed by the Remuneration Committee, and then submitted to the Board of Directors for discussion and approval; independent directors do not participate in the distribution of directors' remuneration.
The principles for the remuneration of the Company's directors are based on the performance evaluation method established by the Board of Directors. The Remuneration Committee reviews each director's level of participation and contribution to the Company's
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operations, linking the rewards to the operational performance results. The Committee then submits recommendations to the Board of Directors for resolution. The key evaluation criteria are as follows: a. Familiarity with the goals and missions of the Company. b. Participation in Company operations. c. Profession and continuing education of directors. d. Attention on sustainable management (ESG).
- Independent director:
The remuneration of the Company's independent directors is based on the size of the Company and is approved by the Board of Directors after taking into consideration the payment of listed companies in the same industry and related industries for fixed payment.
(II) Please refer to Annex 3 for the receipt of directors' remuneration of the Company (page 17).
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Acknowledged Matters
Item 1
Proposal: Acknowledged of the 2025 business report and financial statements. (Proposed by the Board of Directors)
Description: (I) The Company's parent company only financial statements and consolidated financial statements for 2025 have been audited by CPAs Liu, Mei-Lan and Jerry Lai from PwC, who issued an unqualified due diligence report thereon. Together with the Business Report, these have been reviewed by the Audit Committee and are hereby submitted to the shareholders' meeting for approval.
(II) The 2025 Business Report, Independent Auditors' Report, and financial statements are provided in Annex 1 (pages 10–15) and Annex 4 (pages 18–43).
Resolution:
Item 2
Proposal: Acknowledged of the 2025 earnings distribution. (Proposed by the Board of Directors)
Description: (I) The Company's net income after taxes for the fiscal year 2025 was NT$57,598,459. In accordance with Article 26 of the Articles of Incorporation, the Company intends to distribute the earnings in the following manners:
- Allocation of 10% of legal reserve of NT$5,879,077.
- Allocation of special reserve in accordance with laws of NT$6,196,673.
- Cash dividends: No distribution of earnings.
(II) Please refer to Annex 5 (page 44) for the table of earnings distribution.
Resolution:
Matters for Discussion
Item 1
Proposal: Amendments to the "Management of Loans to Others". (Proposed by the Board of Directors)
Description: In accordance with the Company's actual operational requirements, the provisions related to "Management of Loans to Others" are amended as shown in Annex 6 (page 45).
Resolution:
Election matters
Proposal: Election of the Company's 16th Board of Directors. (Proposed by the Board of Directors)
Description: (I) As the term of the current directors has expired, a full re-election is proposed at this year's shareholders' meeting in accordance with the Company's Articles of Incorporation and the relevant provisions of the Company Act.
(II) In accordance with the Articles of Incorporation, eleven directors (including four independent directors) shall be elected. The term of office will be three years, from June 23, 2026 to June 22, 2029. The incumbent directors shall be discharged on the date the newly elected directors assume office.
(III) The election of directors adopts the candidate nomination system under Article 192-1 of the Company Act. Shareholders shall elect directors from the list of nominated candidates. For the candidates' names, education, experience, and other relevant information, as well as the reasons for nominating independent director candidates who have served three consecutive terms, please refer to Annex 7 (pages 46–49).
Voting results:
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Other Proposals
Proposal: Removal of non-compete clause for new directors and its representatives. (Proposed by the Board of Directors)
Description: (I) The candidates for the Company's sixteenth Board of Directors (including juristic persons and their representatives) may, by holding concurrent positions in other companies, engage in investments in or operations of other companies with business scopes identical or similar to that of the Company. Accordingly, without prejudice to the Company's interests and in accordance with applicable laws and regulations, it is proposed that the shareholders' meeting approve the release from the non-compete restrictions for the elected directors and independent directors of the Company.
(II) Please refer to Annex 8 (page 50) for the summary table of concurrent positions subject to the proposed release from non-compete restrictions for the candidates of the Company's sixteenth Board of Directors and independent directors.
Resolution:
Extemporary Motions
Adjournment
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Chapter 3. Annexes
[Annex 1]
Dear Shareholders,
In 2025, the global economic environment faced significant challenges driven by U.S. tariff policies, geopolitical tensions, and inflationary pressures. Fortunately, the Company had already implemented a global deployment strategy, with sales locations across Europe and the United States and product distribution spanning more than 100 countries worldwide. As a result, the impact of tariffs and geopolitical conflicts was relatively limited. In recent years, the Company has also made notable progress in product transformation, with revenue growth increasingly driven by electric commercial vehicles, fleet management systems, lithium battery packs, high-voltage DC charging systems, BMS, ECU, PDU, and T-Box products. Revenue from electric vehicle-related products now accounts for more than 50% of the Group's total revenue and continues to grow rapidly. Overall Group revenue increased by approximately 20% year over year, with profitability turning from loss to profit, and earnings per share reaching NT$0.58. The Company's digital intelligent assembly tools have also evolved from traditional cordless tools into high-precision tools for smart manufacturing. These tools can be integrated with robotic arms to enable digitally controlled, precision automated fastening solutions. In addition to being successfully deployed by numerous global automotive manufacturers, these products have also entered mass production for applications in AI server assembly and AI infrastructure within the electronics industry. The Company demonstrates strong global competitiveness in this segment, with significant growth potential in the years ahead.
In alignment with the government's policy of achieving full electrification of urban buses in Taiwan by 2030, the Group is actively promoting a high-capacity battery electric bus model designed to eliminate
range anxiety. This model is equipped with the only battery system in Taiwan certified under the EU TÜV/ECE R100-3 electric bus battery safety standards. It features an industry-first multi-layer battery compartment protection design and supports dual-gun fast charging, significantly reducing charging time, enhancing fleet scheduling flexibility for operators, reducing the need for charging infrastructure, and achieving lifecycle alignment between the vehicle and its battery. With the full realization of efficiency gains from the Company's smart production lines, annual vehicle deliveries reached a new record high. In overseas markets, the Group continues to expand based on our strategic partnerships with Sumitomo Corporation and Nishitetsu Group. Our electric bus systems will further penetrate the Japanese and North American markets through a model focused on technology licensing and system exports.
The Group's subsidiary, RAC, submitted an application to be listed on the Taiwan Innovation Board (TIB) in December 2025 and is expected to complete its listing by mid-2026, marking a new milestone in the capital markets.
We, the Mobiletron Group, will continue to strengthen our presence in electric commercial vehicle design and manufacturing, system integration, battery energy management, and digitalized smart manufacturing with high-precision tools, while advancing the development of next-generation energy systems. Through technological support for our global and local strategic partners, we will accelerate the growth of electric mobility and its ecosystem, positioning the Group for significant improvements in operating performance.
I hereby, on behalf of all employees and directors of the Company, would like to express my sincerest gratitude to all shareholders for their long-term support to the management team.
Below, please find the operation results in 2025 and the business outlook for 2026.
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I. Operation results in 2025:
(I) Analysis of financial revenues and expenditures, and profitability:
Unit: NT$ thousand
| Items analyzed | Group consolidated |
|---|---|
| 2025 | 2024 |
| Financial revenues and expenditures | Operating revenues |
| Gross profit | 1,196,711 |
| Operating profit (loss) | 148,684 |
| Net earnings (loss) of this period | 110,816 |
| Net earnings (loss) attributed to parent company | 57,597 |
| Minority interests | 53,219 |
| Profitability | Return on assets (%) |
| Return on equity (%) | 2.54 |
| Ratio to paid-in capital (%) | Operating profit |
| Net income before tax | 12.48 |
| Net profit margin (%) | 2.77 |
| Earnings per share (NT$) | 0.58 |
(II) Implementation status of 2025 budget: N/A (the Company did not announce any 2025 financial forecast)
(III) Research and development status
The Company will continue to deepen the development of new electric bus models and large electric commercial vehicles in 2026. Regarding automotive electronic components, we have expanded our R&D efforts to include a range of intelligent control modules for electric commercial vehicles, encompassing core technologies such as power management modules, intelligent self-diagnostic body control modules, and vehicle control units. We have also invested in the development of electric vehicle charging infrastructure, battery packs equipped with fire detection and thermal runaway prevention capabilities, battery thermal management systems, and V2G charging stations compliant with CCS1 certification.
Leveraging our proprietary brand Durofix, we continue to invest in the field of industrial-grade smart manufacturing. In response to the stringent global requirements across the automotive, aerospace, and electronics manufacturing industries for fastening precision, quality, and data control, Mobiletron will continue to develop industrial-grade precision torque tools by integrating electromechanical hardware and software technologies with robotic arms and wireless data transmission. Our Durofix precision assembly tools, featuring high-precision torque control, have become essential equipment for AI server assembly and have been successfully incorporated into the supply chains of AI server manufacturers.
II. Summary of Business Plan for 2026
(I) Operation guidelines:
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Electric commercial vehicles: To fully comply with the government's localization policy, we will work with passenger transport operators to accelerate the adoption of electric buses, increase market share, and actively promote business expansion in Japan and North America. Additionally, we will accelerate the development of a range of commercial low-carbon and emission-reducing vehicles.
-
Autoparts Business Unit: We expand the product market for electric vehicle charging systems through innovative technologies and leverage our global presence to develop electronic control components for new energy vehicles and intelligent vehicles.
-
Precision Tools Business Unit: In response to the demands of Industry 4.0 and smart manufacturing, we are fully committed to developing lithium-powered digital precision tools under our proprietary brand.
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(II) Expected sales direction:
Green energy and emissions reduction have become defining trends of the times. We will leverage our electric commercial vehicle platform to develop a comprehensive ecosystem, while actively expanding into international markets through the operational bases of our overseas subsidiaries in Europe, the United States, and China.
(III) Important production and sales policies
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Electric commercial vehicles: Accelerate the development of low-manpower smart manufacturing capabilities to enhance production efficiency, expand capacity, and improve operating performance, while enabling replication across overseas production sites.
-
Autoparts Business Unit
(1) Develop key electronic control components and software and firmware products for electric commercial vehicles through innovative technologies and automotive-grade manufacturing capabilities.
(2) Provide fast and precise services through overseas operational bases.
- Tools Business Unit
(1) Continue to strengthen our proprietary brand.
(2) Become a leading assembly tool manufacturer in Asia.
(3) Integrate high-precision motors, electronic control systems, BMS, and charging technologies to develop key components for products such as drones.
III. Future Development Strategy and the Impact of the External Competitive Environment, Regulatory Environment, and Macro Business Environment
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-
Future development strategy:
Continuously develop new products and customers to expand our market share, and build strategies for industry integration and brand and channel management. -
Impact of the external competition, regulatory environment, and macro business environment:
Accelerate the expansion of our smart manufacturing capabilities in Taiwan, Japan, and North America to proactively address market demand driven by evolving international trade conditions and advanced-country standards.
Chairman: Kim Y.C. Tsai
Manager: Kim Y.C. Tsai
Head of Accounting: Chih-Wei Chan
[Annex 2]
Mobiletron Electronics Co., Ltd.
Audit Statement of Audit Committee
The Board of Directors submitted the Company's 2025 Business Report, table of earnings distribution, and parent company only financial statements and consolidated financial statements audited by PwC CPAs Liu, Mei-Lan and Jerry Lai. No discrepancies were found upon audit completion by the Audit Committee. The statement is hereby prepared and provided for further review in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
2026 Annual Great Meeting of Shareholders of Mobiletron Electronics Co., Ltd.
Mobiletron Electronics Co., Ltd.
Convener of the Audit Committee: En-Te Hsu
March 10, 2026
[Annex 3]
Unit: NT$ thousand
| Title | Name | Remuneration Paid to Directors | A. Ratio of total remuneration (A+B+C+D) to net income after tax | Part-time employees to receive related remuneration | A. Ratio of total remuneration (A+B+C+D+E+F+G) to net income after tax | Received remuneration from investee companies other than subsidiaries or the parent company |
|---|---|---|---|---|---|---|
| Remuneration (A) | Severance pay and pension (B) | Director remuneration (C) | Business execution expenses (D) | Renumeration, bonuses and special allowance, etc. (E) | Severance pay and pension (F) | Employee compensation (G) |
| The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company |
| Director | Kim Y.C. Tsai | 0 | 0 | 0 | 0 | 207 |
| Director | Cc Wei | 0 | 0 | 0 | 0 | 207 |
| Director | Legal representative of Pao Fu Investment Co., Ltd: Yu-Cheng Tsai | 0 | 0 | 0 | 0 | 207 |
| Director | Nancy Tsai | 0 | 0 | 0 | 0 | 207 |
| Director | William Tseng | 0 | 0 | 0 | 0 | 207 |
| Director | Wen-Kuo Chen | 0 | 0 | 0 | 0 | 207 |
| Director | Wen-Cheng Tsai | 0 | 0 | 0 | 0 | 207 |
| Independent director | En-Te Hsu | 0 | 0 | 0 | 0 | 0 |
| Independent director | Chia-Chang Jan | 0 | 0 | 0 | 0 | 0 |
| Independent director | Jih-Hsin Sher | 0 | 0 | 0 | 0 | 0 |
| Independent director | Wu-Hua Su | 0 | 0 | 0 | 0 | 0 |
[Annex 4]
Independent Auditors' Report
Financial Review No. 25004356 (2026)
To Mobiletron Electronics Co., Ltd.
Opinions
Mobiletron Electronics Co., Ltd.'s Parent Company Only Balance Sheets as of December 31, 2025 and 2024, in addition to the Parent Company Only Statements of Comprehensive Income, Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows, and Notes to the Parent Company Only Financial Statements (including a summary of significant accounting policies) from January 1 to December 31, 2025 and 2024, have been audited by the CPAs.
In our opinion, based on our audit results and the audit reports of other accountants (please refer to the other matters section), the Parent Company Only Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, and are considered to have reasonably expressed the parent company only financial conditions of Mobiletron Electronics Co., Ltd. as of December 31, 2025 and 2024, as well as the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2025 and 2024.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Mobiletron Electronics Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that, based on our audit results and the audit reports of other accountants, the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements of Mobiletron Electronics Co., Ltd. for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the Parent Company Only Financial Statements of Mobiletron Electronics Co., Ltd. for the year ended December 31, 2025 are as follows:
Valuation of inventory valuation allowance losses
Description of the matter
For the accounting policies related to inventory valuation, please refer to Note IV (XIII) to the Parent Company Only Financial Statements; For the critical accounting estimates and assumptions related to inventory valuation, please refer to Note V (II) to the Parent Company Only Financial Statements; For the description of inventory items, please refer to Note VI (IV) to the Parent Company Only Financial Statements. Mobiletron Electronics Co., Ltd.’s total inventory and inventory valuation allowance loss balance as at December 31, 2025 were NT$555,640 thousand and NT$77,404 thousand, respectively.
The main business items of Mobiletron Electronics Co., Ltd. are the manufacture and sales of automotive electronic components and digital tools. Due to the rapid changes in technology, there is a high risk of loss on inventory devaluation or obsolescence. Inventories of Mobiletron Electronics Co., Ltd. are measured at the lower of cost and net realizable value; for inventories that have exceeded a certain inventory age and inventories individually identified as obsolete, provision is made for loss on allowance for inventory write-down according to the selling of inventory.
Considering that Mobiletron Electronics Co., Ltd. has diversified products and many types of inventories, the net realizable value used in evaluating outdated and obsolete inventory items and their valuation often involves subjective judgments, so there is a high degree of uncertainty in estimation; and considering that the inventory and its valuation allowance losses of Mobiletron Electronics Co., Ltd. have a significant impact on the financial statements, we have listed the valuation of inventory valuation allowance losses as one of the key audit matters this year.
Corresponding audit procedures
The main audit procedures performed by us on the key audit matter listed above are summarized as follows:
- Understand and evaluate the operating procedures and internal controls for the assessment of and the provision for allowance for inventory write-down, and then test such controls.
- Review the annual inventory plan and participate in the annual stocktaking to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.
- Obtain the inventory age report and check the relevant supporting documents on the date of the inventory change to confirm that the inventory age range is correctly classified and consistent with its policy.
- Obtain the report of the net realizable value of each inventory, confirm that the calculation logic is consistently adopted, test the basis for the estimation of the net realizable value of the inventory, including checking the sales price, purchase price and other supporting documents, and recalculate and evaluate the rationality of the inventory valuation.
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Investments accounted for under equity method - appropriateness of revenue recognition for electric buses
Description of the matter
Considering that the main business item of the subsidiary of Mobiletron Electronics Co., Ltd. - RAC Electric Vehicles Inc. ("RAC") (listed in the table as an investment accounted for under equity method) is the manufacture and sales of various electric buses. Due to the fact that, according to the sales contract, part of the payment must be made after the government subsidy is paid to the buying customer regarding the sales of electric buses. As the receipt of these payments depends on the receipt of relevant government grants by customers, these sales payments are considered variable consideration referred to in paragraphs 50 to 54 of IFRS 15 "Revenue from Contracts with Customers". RAC includes in the transaction price the part of the variable consideration to the extent that a significant reversal is highly improbable. Therefore, when the control over electric bus has been transferred to the customer, RAC recognizes in the sales revenue the amount of the variable consideration to the extent that a significant reversal is highly improbable. Due to the revenue recognition from the sale of electric buses by RAC, the evaluation of whether the variable consideration is to the extent where a significant reversal is highly improbable usually involves a high degree of human judgment and estimation, which is prone to a high degree of uncertainty, thus, we consider the recognition of the sales revenue of electric buses of the subsidiary, RAC, one of the key audit matters this year.
Corresponding audit procedures
The main audit procedures performed by us on the key audit matter listed above are summarized as follows:
- Obtain the new sales contracts of the subsidiary this year, and confirm that the sales price and payment conditions have been properly authorized and approved.
- Understand and evaluate the appropriateness of the subsidiary's delivery procedures and obtain the delivery inspection and acceptance form.
- Obtain the sales cases that have not yet received the payment due to the fact that the customer has not yet received the subsidy on the financial report end date, review the items that have met the requirements of the subsidy letter, evaluate the reasonableness of RAC's estimate that the subsidy requirements can be met, so as to ensure the accuracy of contract assets.
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Other matters - reference to audit by other accountants
For some of the investee companies recognized under the equity method that have been included in the Parent Company Only Financial Statements of Mobiletron Electronics Co., Ltd., their financial statements have not been audited by us, but by other accountants. Therefore, in the opinion expressed by us on the above-mentioned Parent Company Only Financial Statements, the amounts listed in the financial statements regarding such companies are based on the audit reports of other accountants. The investment amounts of the aforementioned companies on equity method as at December 31, 2025 and 2024 were NT$145,582 thousand and NT$146,149 thousand, respectively, accounting for 2.30% and 2.31% of the total assets, respectively; from January 1 to December 31, 2025 and 2024, the associates and joint ventures recognized for the aforementioned companies were NT$(22,016) thousand and NT$(16,732) thousand, respectively, accounting for 41.86% and 41.84% of the comprehensive income, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
To ensure that the Parent Company Only Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Parent Company Only Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for preparing and maintaining necessary internal control procedures pertaining to the Parent Company Only Financial Statements.
In preparing the Parent Company Only Financial Statements, the management is also responsible for assessing Mobiletron Electronics Co., Ltd.'s ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate Mobiletron Electronics Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing Mobiletron Electronics Co., Ltd.'s financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards of the Republic of China will always detect a material misstatement in the Parent Company Only Financial Statements when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and evaluate the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of Mobiletron Electronics Co., Ltd.
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Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
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Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Mobiletron Electronics Co., Ltd.'s ability to operate as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Parent Company Only Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Mobiletron Electronics Co., Ltd. to cease to continue as a going concern.
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Evaluate the overall expression, structure and contents of the Parent Company Only Financial Statements (including relevant Notes), and whether the Parent Company Only Financial Statements fairly present relevant transactions and events.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities within Mobiletron Electronics Co., Ltd. to express an opinion on the Parent Company Only Financial Statements. We are responsible for the direction, supervision, and performance of the Parent Company Only audit and for expressing an opinion on the Parent Company Only Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements in the Republic of China regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine the key audit matters of Mobiletron Electronics Co., Ltd.'s Parent Company Only Financial Statements for the year ended December 31, 2025. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers, Taiwan
Liu, Mei-Lan
CPA
Jerry Lai
Financial Supervisory Commission
Approval certificate number:
Jin-Guan-Zheng-Shen-Zi No. 1070323061
Jin-Guan-Zheng-Shen-Zi No. 1120348565
March 10, 2026
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Mobiletron Electronics Co., Ltd.
Parent Company Only Balance Sheets
For the Years Ended 2025 and 2024
Unit: NT$ thousand
| Assets | Note | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | VI(I) | $ 161,419 | 3 | $ 642,693 | 10 |
| 1110 | Financial assets at fair value through profit or loss - current | VI(II) | 203,031 | 3 | 34,098 | 1 |
| 1136 | Financial assets at amortized cost - current | VI(I) and VIII | 15,000 | - | - | - |
| 1150 | Net notes receivable | VI(III) | 3,135 | - | 3,865 | - |
| 1170 | Net accounts receivable | VI(III) | 103,791 | 2 | 117,794 | 2 |
| 1180 | Net accounts receivable - related parties | VII(II) | 369,086 | 6 | 322,784 | 5 |
| 1200 | Other receivables | 5,314 | - | 3,777 | - | |
| 1210 | Other receivables - related parties | VII(II) | 178,152 | 3 | 131,006 | 2 |
| 1220 | Current income tax assets | 28,458 | - | 20,475 | - | |
| 130X | Inventories | VI(IV) | 478,236 | 8 | 505,021 | 8 |
| 1470 | Other current assets | 25,864 | - | 27,042 | 1 | |
| 11XX | Total current assets | 1,571,486 | 25 | 1,808,555 | 29 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | VI(II) | 176,507 | 3 | 29,639 | - |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | VI(V) | 121,537 | 2 | 113,751 | 2 |
| 1550 | Investments recognized under the equity method | VI(VI) | 2,471,798 | 39 | 2,342,490 | 37 |
| 1600 | Property, plant and equipment | VI(VII) and VIII | 1,357,017 | 21 | 1,395,572 | 22 |
| 1755 | Right-of-use assets | VI(VIII) and VII(II) | 94,289 | 1 | 98,777 | 2 |
| 1760 | Investment property, net | VI(X) and VIII | 412,609 | 7 | 421,611 | 7 |
| 1780 | Intangible assets | 17,455 | - | 17,478 | - | |
| 1840 | Deferred income tax assets | VI(XXVII) | 115,275 | 2 | 86,679 | 1 |
| 1900 | Other non-current assets | VIII | 3,072 | - | 3,001 | - |
| 15XX | Total non-current assets | 4,769,559 | 75 | 4,508,998 | 71 | |
| 1XXX | Total assets | $ 6,341,045 | 100 | $ 6,317,553 | 100 |
(Continued)
Mobiletron Electronics Co., Ltd.
Parent Company Only Balance Sheets
For the Years Ended 2025 and 2024
Unit: NT$ thousand
| Liabilities and equity interests | Note | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | VI(XI) | $ 993,000 | 16 | $ 1,023,000 | 16 |
| 2110 | Short-term notes and bills payable | VI(XII) | 159,882 | 3 | 79,943 | 2 |
| 2130 | Contract liabilities - current | VI(XXI) | 6,786 | - | 13,591 | - |
| 2150 | Notes payable | 3,226 | - | 3,457 | - | |
| 2170 | Accounts payable | 109,049 | 2 | 104,949 | 2 | |
| 2180 | Accounts payable - related parties | VII(II) | 164,280 | 3 | 206,883 | 3 |
| 2200 | Other payables | 90,160 | 1 | 78,051 | 1 | |
| 2220 | Other payables - related parties | VII(II) | - | - | 20,107 | 1 |
| 2280 | Lease liabilities - current | VII(II) | 4,128 | - | 4,080 | - |
| 2320 | Long-term liabilities due within one year or one operating cycle | VI(XIII)(XIV) | 269,315 | 4 | 1,263,553 | 20 |
| 2399 | Other current liabilities - Others | VI(XV) | 6,764 | - | 7,785 | - |
| 21XX | Total current liabilities | 1,806,590 | 29 | 2,805,399 | 45 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | VI(XIII) | - | - | - | - |
| 2540 | Long-term borrowings | VI(XIV) | 1,843,966 | 29 | 948,619 | 15 |
| 2570 | Deferred income tax liabilities | VI(XXVII) | 148,096 | 2 | 114,240 | 2 |
| 2580 | Lease liabilities - non-current | VII(II) | 93,737 | 1 | 97,871 | 1 |
| 2630 | Long-term deferred revenue | VI(XV) | 31,283 | 1 | 36,315 | 1 |
| 2640 | Net defined benefit liabilities - non-current | VI(XVI) | 34,694 | 1 | 36,853 | 1 |
| 2645 | Guarantee Deposits and Margins Received | VII(II) | 5,489 | - | 5,489 | - |
| 2650 | Credit balance of investments accounted for under equity method | VI(VI) | 84,825 | 1 | 34,292 | - |
| 25XX | Total non-current liabilities | 2,242,090 | 35 | 1,273,679 | 20 | |
| 2XXX | Total liabilities | 4,048,680 | 64 | 4,079,078 | 65 | |
| Equity | ||||||
| Share capital | VI(XVII) | |||||
| 3110 | Common stock | 985,475 | 16 | 985,475 | 16 | |
| Capital Surpluses | VI(XVIII) | |||||
| 3200 | Capital Surpluses | 364,174 | 5 | 362,874 | 5 | |
| Retained earnings | VI(XIX) | |||||
| 3310 | Statutory reserve | 372,126 | 6 | 372,126 | 6 | |
| 3320 | Special Reserve | 215,152 | 4 | 270,229 | 4 | |
| 3350 | Undistributed earnings | 576,787 | 9 | 462,923 | 7 | |
| Other equity interest | VI(XX) | |||||
| 3400 | Other equity interest | ( 221,349) | ( 4) | ( 215,152) | ( 3) | |
| 3XXX | Total equity | 2,292,365 | 36 | 2,238,475 | 35 | |
| Significant Contingent Liabilities and Unrecognized Contractual Commitments | IX | |||||
| 3X2X | Total liabilities and equity interests | $ 6,341,045 | 100 | $ 6,317,553 | 100 |
The accompanying Notes to Parent Company Only Financial Statements are an integral part of these Parent Company Only Financial Statements. Please refer to them as well.
Chairman : Tsai, Kim Y.C.
Manager: Tsai, Kim Y.C.
Head of Accounting: Chih-Wei Chan
Mobiletron Electronics Co., Ltd.
Parent Company Only Statements of Comprehensive Income
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
(Except for earnings (loss) per share expressed in New Taiwan Dollar)
| Item | Note | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenues | VI(XXI) | $ 1,212,195 | 100 | $ 1,147,568 | 100 |
| 5000 | Operating costs | VI(IV)(XXVI) | ( 912,989) | ( 75) | ( 892,004) | ( 78) |
| 5900 | Gross profit | 299,206 | 25 | 255,564 | 22 | |
| 5920 | Realized gains from sales | 31,741 | 2 | 35,713 | 3 | |
| 5950 | Net gross profit | 330,947 | 27 | 291,277 | 25 | |
| Operating expenses | VI(XXVI) | |||||
| 6100 | Amortization expenses | ( 75,943) | ( 6) | ( 78,094) | ( 7) | |
| 6200 | Administrative Expenses | ( 177,645) | ( 15) | ( 173,575) | ( 15) | |
| 6300 | Research and Development Expenses | ( 112,092) | ( 9) | ( 118,956) | ( 10) | |
| 6000 | Total operating expenses | ( 365,680) | ( 30) | ( 370,625) | ( 32) | |
| 6900 | Operating loss | ( 34,733) | ( 3) | ( 79,348) | ( 7) | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | VI(XXII) | 18,156 | 2 | 21,331 | 2 |
| 7010 | Other income | VI(XXIII) | 63,348 | 5 | 70,964 | 6 |
| 7020 | Other gains and losses | VI(XXIV) | ( 7,961) | - | 44,747 | 4 |
| 7050 | Finance cost | VI(XXV) | ( 69,545) | ( 6) | ( 54,371) | ( 5) |
| 7070 | Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method | VI(VI) | ||||
| 99,609 | 8 | ( 96,826) | ( 8) | |||
| 7000 | Total non-operating income and expenses | 103,607 | 9 | ( 14,155) | ( 1) | |
| 7900 | Net profit (loss) before tax | 68,874 | 6 | ( 93,503) | ( 8) | |
| 7950 | Income tax expenses | VI(XXVII) | ( 11,277) | ( 1) | ( 16,083) | ( 1) |
| 8200 | Net Income/(Loss) | $ 57,597 | 5 | ( $ 109,586) | ( 9) | |
| Other comprehensive income, net | ||||||
| Components that will not be reclassified to profit or loss | ||||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | VI(XVI) | $ 1,487 | - | $ 3,955 | - |
| 8316 | Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income | VI(V)(XX) | ||||
| 7,786 | 1 | 2,255 | - | |||
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for under the equity method - components not to be reclassified to profit or loss | VI(XX) | ||||
| ( 106) | - | ( 629) | - | |||
| 8349 | Income tax related to components that are not reclassified subsequently to profit or loss | VI(XXVII) | ||||
| 8310 | Components not to be reclassified to profit or loss - total | 1,062 | - | ( 690) | - | |
| Components that may be reclassified to profit or loss | 10,229 | 1 | 4,891 | - | ||
| 8361 | Exchange difference arising from translation of foreign operation financial statements | VI(XX) | ( 19,045) | ( 2) | 80,880 | 7 |
| 8399 | Income tax related to components that may be reclassified to profit or loss | VI(XX)(XXVII) | 3,809 | - | ( 16,176) | ( 1) |
| 8360 | Components that may be reclassified to profit or loss - total | ( 15,236) | ( 2) | 64,704 | 6 | |
| 8300 | Other comprehensive income, net | ( $ 5,007) | ( 1) | $ 69,595 | 6 | |
| 8500 | Total comprehensive income | $ 52,590 | 4 | ( $ 39,991) | ( 3) | |
| Earnings (Loss) per share | VI(XXVIII) | |||||
| 9750 | Basic earnings (loss) per share | $ 0.58 | ( $ 1.11) | |||
| 9850 | Diluted earnings (loss) per share | $ 0.58 | ( $ 1.11) |
The accompanying Notes to Parent Company Only Financial Statements are an integral part of these Parent Company Only Financial Statements. Please refer to them as well.
Chairman: Tsai, Kim Y.C.
Manager: Tsai, Kim Y.C.
Head of Accounting: Chih-Wei Chan
Mobiletron Electronics Co., Ltd.
Parent Company Only Statements of Changes in Equity
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
| Note | Common stock | Capital Surpluses | Retained earnings | Other equity interest | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Statutory reserve | Special Reserve | Undistributed earnings | Exchange difference arising from translation of foreign operation financial statements | Unrealized gains (losses) on financial assets at fair value through other comprehensive income | |||||
| 2024 | |||||||||
| Balance as of January 1, 2024 | $ 985,475 | $ 389,570 | $ 372,126 | $ 272,771 | $ 719,634 | ($ 100,782) | ($ 169,447) | $ 2,469,347 | |
| Net loss of this period | - | - | - | - | ( 109,586) | - | - | ( 109,586) | |
| Other comprehensive income (OCI) for this period | VI(XX) | - | - | - | - | 3,164 | 64,704 | 1,727 | 69,595 |
| Total comprehensive income | - | - | - | - | ( 106,422) | 64,704 | 1,727 | ( 39,991) | |
| Appropriation and distribution of 2023 earnings | VI(XIX) | ||||||||
| Special Reserve | - | - | - | ( 2,542) | 2,542 | - | - | - | |
| Changes in associates accounted for under the equity method | VI(VI)(XVIII) | - | ( 455) | - | - | - | - | - | ( 455) |
| Adjustments arising from changes in percentage of ownership in subsidiaries | VI(VI)(XVIII) | - | ( 26,241) | - | - | ( 164,185) | - | - | ( 190,426) |
| Disposal of equity instruments at fair value through other comprehensive income | VI(V)(XX) | - | - | - | - | 11,354 | - | ( 11,354) | - |
| Balance as of Tuesday, December 31, 2024 | $ 985,475 | $ 362,874 | $ 372,126 | $ 270,229 | $ 462,923 | ($ 36,078) | ($ 179,074) | $ 2,238,475 | |
| 2025 | |||||||||
| Balance as of Wednesday, January 1, 2025 | $ 985,475 | $ 362,874 | $ 372,126 | $ 270,229 | $ 462,923 | ($ 36,078) | ($ 179,074) | $ 2,238,475 | |
| Current period net profit | - | - | - | - | 57,597 | - | - | 57,597 | |
| Other comprehensive income (OCI) for this period | VI(XX) | - | - | - | - | 1,190 | ( 15,236) | 9,039 | ( 5,007) |
| Total comprehensive income | - | - | - | - | 58,787 | ( 15,236) | 9,039 | 52,590 | |
| Appropriation and distribution of 2024 earnings | VI(XIX) | ||||||||
| Special Reserve | - | - | - | ( 55,077) | 55,077 | - | - | - | |
| Changes in associates accounted for under the equity method | VI(VI)(XVIII) | - | 445 | - | - | - | - | - | 445 |
| Adjustments arising from changes in percentage of ownership in subsidiaries | VI(VI)(XVIII) | - | 855 | - | - | - | - | - | 855 |
| Balance as of Wednesday, December 31, 2025 | $ 985,475 | $ 364,174 | $ 372,126 | $ 215,152 | $ 576,787 | ($ 51,314) | ($ 170,035) | $ 2,292,365 |
The accompanying Notes to Parent Company Only Financial Statements are an integral part of these Parent Company Only Financial Statements. Please refer to them as well.
Chairman: Tsai, Kim Y.C.
Manager: Tsai, Kim Y.C.
Head of Accounting: Chih-Wei Chan
Mobiletron Electronics Co., Ltd.
Parent Company Only Statements of Cash Flows
Years 2025 and 2024 from January 1 to December 31
| Note | January 1 to December 31, 2025 | Unit: NT$ thousand January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| Net profit (loss) before tax of the term | $ 68,874 | ($ 93,503) | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Realized gains from sales | ( 31,741) | ( 35,713) | |
| Net gains on financial assets at fair value through profit or loss | VI(XXIV) | ( 673) | ( 2,526) |
| Depreciation | VI(VII) | 53,539 | 61,494 |
| Depreciation expense - right-of-use assets | VI(VIII) | 4,488 | 4,488 |
| Depreciation expense - investment properties | VI(X) | 9,002 | 9,002 |
| Various amortizations of intangible assets | VI(XXVI) | 10,109 | 10,342 |
| Loss (gain) on disposal of property, plant and equipment | VI(XXIV) | 158 | ( 94) |
| Share of profit (loss) of associates and joint ventures accounted for using the equity method | VI(VI) | ( 99,609) | 96,826 |
| Loss on lease modifications | VI(VIII)(XXIV) | - | 33 |
| Interest income | VI(XXII) | ( 18,156) | ( 21,331) |
| Dividend income | VI(XXIII) | ( 3,655) | ( 1,555) |
| Property, plant and equipment transferred to expenses | - | 2 | |
| Government grants income | VI(XV) | ( 5,032) | ( 4,651) |
| Interest expenses | VI(XXV) | 68,365 | 53,144 |
| Interest expenses - lease liabilities | VI(VIII)(XXV) | 1,180 | 1,227 |
| Unrealized exchange gain | ( 638) | - | |
| Changes in operating assets and liabilities | |||
| Net changes in operating assets | |||
| Notes receivable | 730 | ( 696) | |
| Accounts receivable | 14,003 | ( 23,526) | |
| Accounts receivable - related parties | ( 231,367) | ( 136,464) | |
| Other receivables | 98 | ( 1,882) | |
| Inventories | 26,785 | 73,741 | |
| Other current assets | 1,178 | ( 3,821) | |
| Net changes in operating liabilities | |||
| Contract liabilities | ( 6,805) | 8,987 | |
| Notes payable | ( 231) | 2,722 | |
| Accounts payable | 4,100 | ( 23,539) | |
| Accounts payable - related parties | ( 42,603) | 32,451 | |
| Other payables | 11,844 | 6,813 | |
| Other payables - related parties | ( 20,107) | ( 621) | |
| Other current liabilities | ( 1,021) | 2,609 | |
| Net defined benefit liabilities | ( 672) | ( 3,555) | |
| Cash (outflow) inflow generated from operating activities | ( 187,857) | 10,404 | |
| Interest received | 15,369 | 21,197 | |
| Dividend received | 3,655 | 1,555 | |
| Interest paid | ( 58,325) | ( 43,057) | |
| Income tax paid | ( 7,977) | ( 36,426) | |
| Cash outflow generated from operating activities, net | ( 235,135) | ( 46,327) | |
| (Continued) |
Mobiletron Electronics Co., Ltd.
Parent Company Only Statements of Cash Flows
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
| Note | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash Flows from Investing Activities | |||
| Acquisition of financial assets at fair value through profit or loss | XII(II) | ($ 314,490) | $ - |
| Increase in financial assets at amortized cost | (15,000) | - | |
| Other receivables - related parties | 137,919 | 166,497 | |
| Acquisition of investments accounted for under the equity method | VI(VI) | (14,750) | (702,579) |
| Acquisition of property, plant and equipment | VI(XXIX) | (14,925) | (13,136) |
| Proceeds from disposal of property, plant, and equipment | - | 1,020 | |
| Increase in intangible assets | (10,086) | (7,587) | |
| Cash dividends of investee companies | 472 | 422 | |
| Repatriation of earnings of investee companies | VI(VI) | - | 80,313 |
| Share capital returned from the capital reduction of investee companies | VI(VI) | 49,000 | 121,743 |
| Increase in refundable deposits | (160) | (163) | |
| Decrease in refundable deposits | 103 | 163 | |
| Net cash outflow from investing activities | (181,917) | (353,307) | |
| Cash flows from financing activities | |||
| Amount of short-term borrowings | VI(XXX) | 940,000 | 1,483,000 |
| Amount of short-term borrowing repayments | VI(XXX) | (970,000) | (800,000) |
| Increased amount of short-term notes and bills payable | VI(XXX) | 157,694 | 238,403 |
| Repayment amount of short-term notes and bills payable | VI(XXX) | (80,000) | (160,000) |
| Repayment amount of bonds payable | VI(XIII), (XXIX) | (1,000,000) | - |
| Repayment of the principal portion of lease liabilities | VI(XXX) | (4,086) | (4,062) |
| Amount of long-term borrowings | VI(XXX) | 1,663,000 | 40,110 |
| Amount of long-term borrowing repayments | VI(XXX) | (770,830) | (184,951) |
| Cash (outflow) inflow generated from financing activities, net | (64,222) | 612,500 | |
| (Decrease) Increase in cash and cash equivalents | (481,274) | 212,866 | |
| Cash and cash equivalents balance at beginning of period | 642,693 | 429,827 | |
| Cash and cash equivalents balance at end of period | $ 161,419 | $ 642,693 |
The accompanying Notes to Parent Company Only Financial Statements are an integral part of these Parent Company Only Financial Statements. Please refer to them as well.
Chairman: Tsai, Kim Y.C.
Manager: Tsai, Kim Y.C.
Head of Accounting: Chih-Wei Chan
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Mobiletron Electronics Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Mobiletron Electronics Co., Ltd. and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to the other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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31
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:
Valuation of inventory
Description
Refer to Note 4(14) to the consolidated financial statements for the accounting policies related to inventory valuation, Note 5(2) for the critical accounting estimates and assumptions related to inventory valuation, and Note 6(5) for the description of inventory items. The Group’s total inventory and allowance for inventory valuation loss as at December 31, 2025 were NT$1,853,726 thousand and NT$352,922 thousand, respectively.
The main business activities of the Group are the manufacturing and sales of automotive electronic components, power tools and various electric buses. Due to the rapid changes in technology, there is a high risk of loss on inventory valuation or obsolescence. Inventory is measured at the lower of cost and net realizable value. For inventories that have exceeded a certain inventory age and those individually identified as obsolete, a provision is made for allowance for inventory valuation loss based on the net realizable value of inventory items.
As the Group has diversified products and various types of inventories, the net realizable value used in evaluating outdated and obsolete inventory items and their valuation often involves subjective judgment and has a high degree of estimation uncertainty and the balances of inventory and allowance for inventory valuation loss are significant to the financial statements, we considered the valuation of inventory as one of the key audit matters for this year’s audit.
32
How our audit addressed the matter
We performed the following audit procedures with respect to the above key audit matter:
- Obtained an understanding and evaluated the operating procedures and internal controls for the assessment of and the provision for allowance for inventory valuation losses and performed tests on such controls.
- Reviewed the annual inventory plan and participated in the annual stocktaking to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.
- Obtained the inventory aging report and checked the related supporting documents on the date of the inventory change to confirm whether the inventory age range is correctly classified and consistent with its policy.
- Obtained the report on the net realizable value of each inventory, confirmed whether the calculation logic is consistently adopted, tested the basis for the estimation of the net realizable value of inventory, including checking the sales price, purchase price and other supporting documents, and recalculated and evaluated the rationality of the inventory valuation.
Appropriateness of revenue recognition for electric buses
Description
Refer to Note 4(30) to the consolidated financial statements for the accounting policies related to revenue recognition, Note 5(2) for the uncertainty in accounting estimates and assumptions for revenue recognition, and Note 6(25) for the details of sales revenue. The main business activity of the subsidiary - RAC Electric Vehicles Inc. (hereinafter referred to as "RAC") is the manufacturing and sales of various electric buses. Under the sales contract, part of the payment must be made after the government subsidy is paid to the buying customer regarding the sales of electric buses. As the receipt of these payments depends on the receipt of relevant government grants by customers, these sales payments are considered variable consideration referred to in paragraphs 50 to 54 of IFRS 15, "Revenue from Contracts with Customers". RAC includes in the transaction price the part of the variable consideration to the extent that a significant reversal is highly improbable. Therefore, when the control of electric buses has been transferred to the customer, RAC recognizes as sales revenue the amount of the variable consideration to the extent that a significant reversal is highly improbable. As the revenue recognition from the sale of electric buses by RAC, its determination as to whether a significant reversal of the variable consideration is highly improbable involves management's judgment and a high degree of estimation uncertainty, thus, we considered the recognition of sales revenue of electric buses of RAC as one of the key audit matters for this year's audit.
33
How our audit addressed the matter
We performed the following audit procedures with respect to the above key audit matter:
- Obtained the new sales contracts this year, and confirmed whether the sales price and payment conditions have been properly authorized and approved.
- Obtained an understanding and evaluated the appropriateness of the delivery procedures and obtained the delivery inspection and acceptance form.
- Obtained the sales transactions that have not yet been collected as the customer has not yet received the subsidy from the government on the financial report end date, reviewed the items that have met the requirements of subsidy letter, evaluated the reasonableness of RAC’s assessment in determining whether the customer can meet the subsidy requirements, ensured the correctness of contract assets.
34
Other matter - Reference to the audits of other auditors
We did not audit the financial statements of certain subsidiaries and investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method amounted to NT$337,062 thousand and NT$370,660 thousand, constituting 3.66% and 4.30% of the consolidated total assets as at December 31, 2025 and 2024, respectively, and operating revenue amounted to NT$225,129 thousand and NT$254,893 thousand, constituting 5.62% and 7.62% of the consolidated total operating revenue for the years then ended, respectively. The comprehensive losses recognized from the aforementioned associates and joint ventures accounted for under the equity method amounted to NT$1,564 thousand and NT$349 thousand, constituting (1.48)% and 0.26% of the consolidated total comprehensive income for the years then ended.
Other matter - Parent Company Only Financial Statements
We have audited and expressed an unmodified opinion with other matter paragraph on the parent company only financial statements of Mobiletron Electronics Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
35
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
36
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Liu, Mei Lan
Lai, Chih-Wei
For and on behalf of PricewaterhouseCoopers, Taiwan
March 10, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
37
MOBILETRON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 622,829 | 7 | $ 990,966 | 11 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 665,222 | 7 | 389,553 | 5 |
| 1136 | Current financial assets at amortised cost | 6(3) and 8 | 118,213 | 1 | 401,997 | 5 |
| 1140 | Current contract assets | 6(25) | 1,285,040 | 14 | 996,998 | 12 |
| 1150 | Notes receivable, net | 6(4) | 366,681 | 4 | 146,434 | 2 |
| 1170 | Accounts receivable, net | 6(4) | 892,323 | 10 | 524,204 | 6 |
| 1200 | Other receivables | 18,270 | - | 13,787 | - | |
| 1220 | Current tax assets | 28,930 | 1 | 23,595 | - | |
| 130X | Inventories | 6(5) | 1,500,804 | 16 | 1,372,980 | 16 |
| 1470 | Other current assets | 178,471 | 2 | 103,112 | 1 | |
| 11XX | Current Assets | 5,676,783 | 62 | 4,963,626 | 58 | |
| Non-current assets | ||||||
| 1510 | Non-current financial assets at fair value through profit or loss | 6(2) | 176,507 | 2 | 189,888 | 2 |
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(6) | 121,600 | 1 | 113,875 | 1 |
| 1535 | Non-current financial assets at amortised cost | 6(3) and 8 | 37,747 | - | 19,519 | - |
| 1560 | Non-current contract assets | 6(25) | 57,933 | 1 | 121,964 | 1 |
| 1550 | Investments accounted for under equity method | 6(7) | 90,277 | 1 | 91,026 | 1 |
| 1600 | Property, plant and equipment | 6(8) and 8 | 2,193,385 | 24 | 2,256,815 | 26 |
| 1755 | Right-of-use assets | 6(9) and 8 | 358,101 | 4 | 388,651 | 5 |
| 1780 | Intangible assets | 6(10)(11) | 247,781 | 3 | 264,406 | 3 |
| 1840 | Deferred income tax assets | 6(31) | 189,246 | 2 | 163,423 | 2 |
| 1900 | Other non-current assets | 6(4) and 8 | 50,326 | - | 51,287 | 1 |
| 15XX | Non-current assets | 3,522,903 | 38 | 3,660,854 | 42 | |
| 1XXX | Total assets | $ 9,199,686 | 100 | $ 8,624,480 | 100 |
(Continued)
MOBILETRON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(12) | $ 1,167,446 | 13 | $ 1,396,649 | 16 |
| 2110 | Short-term notes and bills payable | 6(13) | 239,756 | 3 | 159,821 | 2 |
| 2130 | Current contract liabilities | 6(25) | 214,405 | 2 | 66,298 | 1 |
| 2150 | Notes payable | 89,665 | 1 | 57,632 | 1 | |
| 2170 | Accounts payable | 768,014 | 8 | 452,319 | 5 | |
| 2200 | Other payables | 6(14) | 201,672 | 2 | 168,329 | 2 |
| 2230 | Current income tax liabilities | 1,004 | - | 940 | - | |
| 2250 | Current provisions | 6(15) | 36,835 | - | 18,265 | - |
| 2280 | Current lease liabilities | 7 | 50,193 | 1 | 45,976 | 1 |
| 2320 | Long-term liabilities, current portion | 6(16)(17) | 1,022,755 | 11 | 1,766,027 | 20 |
| 2399 | Other current liabilities, others | 6(18) | 18,019 | - | 19,328 | - |
| 21XX | Current Liabilities | 3,809,764 | 41 | 4,151,584 | 48 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | 6(16) | - | - | - | - |
| 2540 | Long-term borrowings | 6(17) | 1,945,467 | 21 | 1,137,247 | 13 |
| 2550 | Non-current provisions | 6(15) | 59,521 | 1 | 45,687 | 1 |
| 2570 | Deferred income tax liabilities | 6(31) | 203,154 | 2 | 181,975 | 2 |
| 2580 | Non-current lease liabilities | 7 | 324,673 | 4 | 357,769 | 4 |
| 2630 | Long-term deferred revenue | 6(18) | 35,726 | - | 42,985 | - |
| 2670 | Other non-current liabilities, others | 6(19) | 46,857 | 1 | 49,017 | 1 |
| 25XX | Non-current liabilities | 2,615,398 | 29 | 1,814,680 | 21 | |
| 2XXX | Total Liabilities | 6,425,162 | 70 | 5,966,264 | 69 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(21) | |||||
| 3110 | Share capital - common stock | 985,475 | 11 | 985,475 | 12 | |
| Capital surplus | 6(22) | |||||
| 3200 | Capital surplus | 364,174 | 4 | 362,874 | 4 | |
| Retained earnings | 6(23) | |||||
| 3310 | Legal reserve | 372,126 | 4 | 372,126 | 4 | |
| 3320 | Special reserve | 215,152 | 2 | 270,229 | 3 | |
| 3350 | Unappropriated retained earnings | 576,787 | 6 | 462,923 | 5 | |
| Other equity interest | 6(24) | |||||
| 3400 | Other equity interest | ( 221,349) | ( 2) | ( 215,152) | ( 2) | |
| 31XX | Equity attributable to owners of the parent | 2,292,365 | 25 | 2,238,475 | 26 | |
| 36XX | Non-controlling interest | 6(33) | 482,159 | 5 | 419,741 | 5 |
| 3XXX | Total equity | 2,774,524 | 30 | 2,658,216 | 31 | |
| Significant Contingent Liabilities and Unrecognised Contract Commitments | 9 | |||||
| Significant Events after the Balance Sheet Date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 9,199,686 | 100 | $ 8,624,480 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
MOBILETRON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings (losses) per share amounts)
| Items | Notes | Year ended December 31 | |||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 4000 | Sales revenue | 6(25) | $ 4,003,764 | 100 | $ 3,345,244 | 100 | |
| 5000 | Operating costs | 6(5)(30) | ( 2,807,053) | ( 70) | ( 2,505,261) | ( 75) | |
| 5900 | Net operating margin | 1,196,711 | 30 | 839,983 | 25 | ||
| Operating expenses | 6(30) | ||||||
| 6100 | Selling expenses | ( 474,657) | ( 12) | ( 476,993) | ( 14) | ||
| 6200 | General and administrative expenses | ( 351,502) | ( 9) | ( 345,473) | ( 10) | ||
| 6300 | Research and development expenses | ( 221,868) | ( 5) | ( 217,658) | ( 7) | ||
| 6000 | Total operating expenses | ( 1,048,027) | ( 26) | ( 1,040,124) | ( 31) | ||
| 6900 | Operating profit (loss) | 148,684 | 4 | ( 200,141) | ( 6) | ||
| Non-operating income and expenses | |||||||
| 7100 | Interest income | 6(26) | 62,219 | 1 | 61,433 | 2 | |
| 7010 | Other income | 6(27) | 36,244 | 1 | 39,603 | 1 | |
| 7020 | Other gains and losses | 6(28) | ( 8,319) | - | 10,722 | - | |
| 7050 | Finance costs | 6(29) and 7 | ( 114,234) | ( 3) | ( 103,248) | ( 3) | |
| 7060 | Share of profit/(loss) of associates and joint ventures accounted for under equity method | 6(7) | ( 1,564) | - | ( 349) | - | |
| 7000 | Total non-operating income and expenses | ( 25,654) | ( 1) | 8,161 | - | ||
| 7900 | Profit (loss) before income tax | 123,030 | 3 | ( 191,980) | ( 6) | ||
| 7950 | Income tax expense | 6(31) | ( 12,214) | - | ( 12,276) | - | |
| 8200 | Profit (loss) for the year | $ 110,816 | 3 | ($ 204,256) | ( 6) | ||
| Other comprehensive income | |||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | |||||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | 6(19) | $ 1,487 | - | $ 3,955 | - | |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 6(6)(24) | 7,680 | - | 1,626 | - | |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(24)(31) | 1,062 | - | ( 690) | - | |
| 8310 | Total other comprehensive income that will not be reclassified to profit or loss, net of tax | 10,229 | - | 4,891 | - | ||
| Components of other comprehensive income that will be reclassified to profit or loss | |||||||
| 8361 | Financial statements translation differences of foreign operations | 6(24) | ( 19,053) | - | 80,882 | 2 | |
| 8399 | Income tax relating to the components of other comprehensive income | 6(24)(31) | 3,809 | - | ( 16,176) | - | |
| 8360 | Total other comprehensive (loss) income that will be reclassified to profit or loss, net of tax | ( 15,244) | - | 64,706 | 2 | ||
| 8300 | Total other comprehensive (loss) income for the year | ($ 5,015) | - | $ 69,597 | 2 | ||
| 8500 | Total comprehensive income (loss) for the year | $ 105,801 | 3 | ($ 134,659) | ( 4) | ||
| Profit (loss), attributable to: | |||||||
| 8610 | Owners of the parent | $ 57,597 | 2 | ($ 109,586) | ( 3) | ||
| 8620 | Non-controlling interest | 53,219 | 1 | ( 94,670) | ( 3) | ||
| $ 110,816 | 3 | ($ 204,256) | ( 6) | ||||
| Comprehensive income (loss) attributable to: | |||||||
| 8710 | Owners of the parent | $ 52,590 | 2 | ($ 39,991) | ( 1) | ||
| 8720 | Non-controlling interest | 53,211 | 1 | ( 94,668) | ( 3) | ||
| $ 105,801 | 3 | ($ 134,659) | ( 4) | ||||
| Basic earnings (losses) per share | 6(32) | ||||||
| 9750 | Total basic earnings (losses) per share | $ | 0.58 | ($ | 1.11) | ||
| 9850 | Total diluted earnings (losses) per share | $ | 0.58 | ($ | 1.11) |
The accompanying notes are an integral part of these consolidated financial statements.
MOBILETRON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Equity attributable to owners of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity interest | Non-controlling interest | |||||||||
| Share capital - common stock | Capital surplus, additional paid-in capital | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Non-controlling interest | Total equity | ||
| 2024 | |||||||||||
| Balance at January 1, 2024 | $ 985,475 | $ 389,570 | $ 372,126 | $ 272,771 | $ 719,634 | ($ 100,782) | ($ 169,447) | $ 2,469,347 | $ 261,540 | $ 2,730,887 | |
| Loss for the year | - | - | - | - | ( 109,586 ) | - | - | ( 109,586 ) | ( 94,670 ) | ( 204,256 ) | |
| Other comprehensive income for the year | 6(24) | - | - | - | - | 3,164 | 64,704 | 1,727 | 69,595 | 2 | 69,597 |
| Total comprehensive income (loss) | - | - | - | - | ( 106,422 ) | 64,704 | 1,727 | ( 39,991 ) | ( 94,668 ) | ( 134,659 ) | |
| Appropriation and distribution of 2023 earnings | 6(23) | ||||||||||
| Special reserve | - | - | - | ( 2,542 ) | 2,542 | - | - | - | - | - | |
| Changes in associates accounted for under the equity method | 6(7)(22) | - | ( 455 ) | - | - | - | - | - | ( 455 ) | - | ( 455 ) |
| Changes in ownership of subsidiaries | 6(22)(23) | - | ( 26,241 ) | - | - | ( 164,185 ) | - | - | ( 190,426 ) | 252,869 | 62,443 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | 6(6)(24) | ||||||||||
| Balance at December 31, 2024 | $ 985,475 | $ 362,874 | $ 372,126 | $ 270,229 | $ 462,923 | ($ 36,078 ) | ($ 179,074 ) | $ 2,238,475 | $ 419,741 | $ 2,658,216 | |
| 2025 | |||||||||||
| Balance at January 1, 2025 | $ 985,475 | $ 362,874 | $ 372,126 | $ 270,229 | $ 462,923 | ($ 36,078 ) | ($ 179,074 ) | $ 2,238,475 | $ 419,741 | $ 2,658,216 | |
| Profit for the year | - | - | - | - | 57,597 | - | - | 57,597 | 53,219 | 110,816 | |
| Other comprehensive income (loss) for the year | 6(24) | - | - | - | - | 1,190 | ( 15,236 ) | 9,039 | ( 5,007 ) | ( 8 ) | ( 5,015 ) |
| Total comprehensive income (loss) | - | - | - | - | 58,787 | ( 15,236 ) | 9,039 | 52,590 | 53,211 | 105,801 | |
| Appropriation and distribution of 2024 earnings | 6(23) | ||||||||||
| Special reserve | - | - | - | ( 55,077 ) | 55,077 | - | - | - | - | - | |
| Changes in associates accounted for under the equity method | 6(7)(22) | - | 445 | - | - | - | - | - | 445 | - | 445 |
| Changes in ownership of subsidiaries | 6(22)(33) | - | 855 | - | - | - | - | - | 855 | 9,207 | 10,062 |
| Balance at December 31, 2025 | $ 985,475 | $ 364,174 | $ 372,126 | $ 215,152 | $ 576,787 | ($ 51,314 ) | ($ 170,035 ) | $ 2,292,365 | $ 482,159 | $ 2,774,524 |
The accompanying notes are an integral part of these consolidated financial statements.
MOBILETRON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Profit (loss) before tax | $ | 123,030 | ($ 191,980) | |
| Adjustments | ||||
| Adjustments to reconcile profit (loss) | ||||
| Loss on valuation of financial assets | 6(2)(28) | 2,390 | 3,301 | |
| Expected credit losses | 12(2) | ( | 601) | ( 2,454) |
| Depreciation expense | 6(8)(30) | 138,491 | 143,922 | |
| Depreciation expense—right-of-use assets | 6(9)(30) | 48,315 | 46,378 | |
| Amortization | 6(10)(30) | 27,587 | 36,504 | |
| Loss on the disposal of property, plant and equipment | 6(28) | 370 | 30 | |
| Gain on disposal of investment | 6(28) | ( | 49) | - |
| Share of loss of associates and joint ventures accounted for using the equity method | 6(7) | 1,564 | 349 | |
| Compensation costs relating to share-based payment | 6(20) | 9,692 | ( 236) | |
| Government grants income | 6(18) | ( | 7,969) | ( 7,562) |
| Interest income | 6(26) | ( | 62,219) | ( 61,433) |
| Property, plant and equipment transferred to expenses | - | 2 | ||
| Dividend income | 6(27) | ( | 3,655) | ( 1,555) |
| (Gain) loss on lease modifications | 6(9)(28) | ( | 84) | 33 |
| Interest expense | 6(29) | 105,740 | 94,618 | |
| Interest expense—lease liabilities | 6(9)(29) | 8,494 | 8,630 | |
| Impairment loss | 6(10)(11)(28) | - | 24,107 | |
| Unrealized exchange gain | ( | 638) | - | |
| Changes in operating assets and liabilities | ||||
| Changes in operating assets | ||||
| Financial assets at fair value through profit or loss | 30,686 | 808 | ||
| Contract assets | ( | 224,011) | ( 213,319) | |
| Notes receivable | ( | 220,247) | ( 121,977) | |
| Accounts receivable | ( | 368,733) | 55,608 | |
| Other receivables | ( | 1,160) | ( 1,687) | |
| Inventories | ( | 127,824) | 314,493 | |
| Other current assets | ( | 75,461) | 36,737 | |
| Other non-current assets | 7,894 | 7,387 | ||
| Changes in operating liabilities | ||||
| Contract liabilities | 148,107 | 30,311 | ||
| Notes payable | 32,033 | 56,897 | ||
| Accounts payable | 315,695 | 88,655 | ||
| Other payables | 37,283 | ( 15,824) | ||
| Provisions for liabilities | 32,404 | 2,628 | ||
| Other current liabilities | ( | 1,295) | 8,743 | |
| Other non-current liabilities, others | ( | 673) | ( 3,518) | |
| Cash (outflow) inflow generated from operations | ( | 24,844) | 338,596 | |
| Interest received | 58,896 | 60,527 | ||
| Dividends received | 3,655 | 1,555 | ||
| Income taxes refunded | 2,336 | 6,171 | ||
| Interest paid | ( | 113,596) | ( 91,508) | |
| Income taxes paid | ( | 14,899) | ( 55,759) | |
| Net cash flows (used in) from operating activities | ( | 88,452) | 259,582 |
(Continued)
42
MOBILETRON ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | 12(2) | ($ 314,490) | ($ 163,925) |
| Decrease (increase) in financial assets at amortised cost | 265,556 | ( 43,579 ) | |
| Acquisition of investments accounted for using equity method | 6(7) | - | ( 35,976 ) |
| Net cash used in disposal of subsidiaries | 6(34) | ( 106 ) | - |
| Acquisition of property, plant and equipment | 6(34) | ( 59,489 ) | ( 86,619 ) |
| Proceeds from disposal of property, plant and equipment | 15 | 4,782 | |
| Increase in intangible assets | 6(34) | ( 10,951 ) | ( 11,800 ) |
| Increase in refundable deposits | ( 55,502 ) | ( 8,947 ) | |
| Decrease in refundable deposits | 31,641 | 8,984 | |
| Net cash flows used in investing activities | ( 143,326 ) | ( 337,080 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(35) | 1,784,478 | 2,027,434 |
| Repayments of short-term borrowings | 6(35) | ( 1,993,938 ) | ( 1,394,866 ) |
| Increase in short-term notes and bills payable | 6(35) | 977,694 | 678,403 |
| Decrease in short-term notes and bills payable | 6(35) | ( 900,000 ) | ( 600,000 ) |
| Bonds payable redemption amount | 6(35) | ( 1,000,000 ) | - |
| Repayment of the principal portion of lease liabilities | 6(35) | ( 45,113 ) | ( 43,204 ) |
| Increase in long-term borrowings | 6(35) | 2,621,320 | 318,651 |
| Repayments of long-term borrowings | 6(35) | ( 1,559,326 ) | ( 919,014 ) |
| Net cash flows (used in) from financing activities | ( 114,885 ) | 67,404 | |
| Effect on foreign currency exchange | ( 21,474 ) | 140,029 | |
| Net (decrease) increase in cash and cash equivalents | ( 368,137 ) | 129,935 | |
| Cash and cash equivalents at beginning of year | 990,966 | 861,031 | |
| Cash and cash equivalents at end of year | $ 622,829 | $ 990,966 |
43
[Annex 5]
Mobiletron Electronics Co., Ltd.
Table of earnings distribution
2025
| Opening balance | 517,997,381 |
|---|---|
| Plus: Prior period adjustments | 3,000 |
| Plus: 2025 net income after tax | 57,598,459 |
| Plus: Number of remeasurement of the defined benefit plan for current year | 1,189,307 |
| Subtotal | 58,787,766 |
| Less: Allocation of 10% legal reserve- Note 1 | (5,879,077) |
| Less: Allocation of special reserve- Note 2 | (6,196,673) |
| Distributable earnings for current period | 564,712,397 |
| Distribution items: | |
| Cash dividend to shareholders | 0 |
| Undistributed earnings (closing balance) | 564,712,397 |
| Note: | |
| Note 1: The "net income after tax for current period plus the amount, excluding net income after tax, counted in current-period undistributed earnings" is used as the base for allocation of legal reserve. | |
| Note 2: In accordance with the FSC Jin-Guan-Zheng-Fa-Zi No. 1010012865 dated April 6, 2012, a provision of NT$6,196,673 was made for the net decrease in shareholder equity. |
Chairman: Kim Y.C. Tsai
Manager: Kim Y.C. Tsai
Head of Accounting: Chih-Wei Chan
44
[Annex 6]
Mobiletron Electronics Co., Ltd.
Management of Loans to Others
The comparison table of amended articles
| Current articles | Amended articles | Description |
|---|---|---|
| II. The recipient of the loan, total amount of loan, and ceiling on total loans granted of each individual | ||
| (II) Total amount of loan, and ceiling on total loans granted of each individual | II. The recipient of the loan, total amount of loan, and ceiling on total loans granted of each individual | |
| (II) Total amount of loan, and ceiling on total loans granted of each individual | The limits on the business loan term was revised based on the Group's needs. | |
| 1. If the funds are lent to a company or firm with a business relationship, the total amount of the loan shall not exceed 20% of the Company's net worth; the amount of individual loans shall not exceed the amount of business transactions between the two parties in the most recent two years. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the two parties, and the term of the loan shall not exceed two years. | 1. If the funds are lent to a company or firm with a business relationship, the total amount of the loan shall not exceed 20% of the Company's net worth; the amount of individual loans shall not exceed the amount of business transactions between the two parties in the most recent two years three years. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the two parties, and the term of the loan shall not exceed two three years. |
[Annex 7]
List of candidates for directors of Mobiletron Electronics Co., LTD.
| Type of candidate | Name of candidate | Education | Experience (Including current position) | Government represented or name of legal person | Amount of shareholding (Unit: Shares) | Reasons for independent directors serving up to three terms |
|---|---|---|---|---|---|---|
| Director | Kim Y.C. Tsai | Honorary Doctorate, National Taipei University of Technology | Experience: Chairman, The Entrepreneur Club Chairman, Elite Union of Industry-Government-Academia-Research, NTUT Chairman, Taiwan Iran Business Association Director, Taiwan Electrical and Electronic Manufacturers' Association Advisory member, National Applied Research Laboratories Advisory member of Campus Development, National Chung Hsing University and Tung Hai University | |||
| Current position: Chairman, Mobiletron Electronics Co., Ltd. Chairman, RAC Electric Vehicles Inc. Chairman, Moving EV Service Company Ltd. Director, subsidiaries of Mobiletron Electronics Co., Ltd. Director, Blade Hydrogen Green Technology Co., Ltd. Director, H2 Energy Co., Ltd. Director, Asia Pacific Microsystems, Inc. Director, Northern Tech Star Venture Capital Co., LTD. Director, Optimal Electric Vehicles, LLC. Director, Nan Kai University of Technology Chairman, Taiwan EV & Green Energy Association Director, Chinese National Association of Industry and Commerce, Taiwan Director, Taiwan India Business Association Advisor of Campus Development Committee, National Taipei University of Technology | - | 3,255,299 | ||||
| Director | Nancy Tsai | B.A. in Accounting, Feng Chia University | Experience: Financial manager, Stone Wall Industrial Co., Ltd. | |||
| Current position: Chief Financial Officer, Mobiletron Electronics Co., Ltd. Director, Mobiletron Electronics Co., LTD. Director, subsidiaries of Mobiletron Electronics Co., Ltd. Director, RAC Electric Vehicles Inc. Supervisor, Moving EV Service Company Ltd. | - | 3,149,835 | ||||
| Director | Yu-Cheng Tsai | Department of Business Administration, Overseas Chinese University | Experience: Chairman, The Association of Taiwan Investment Enterprises in Ningbo, Zhejiang Economic Consultant, Straits Exchange Foundation | |||
| Current position: Director, Mobiletron Electronics Co., LTD. | Pao Fu Investment Co., Ltd. | 13,356,327 |
| Type of candidate | Name of candidate | Education | Experience (Including current position) | Government represented or name of legal person | Amount of shareholding (Unit: Shares) | Reasons for independent directors serving up to three terms |
|---|---|---|---|---|---|---|
| Director, subsidiaries of Mobiletron Electronics Co., Ltd. | ||||||
| Director, RAC Electric Vehicles Inc. | ||||||
| Chairman, Stone Wall Industrial Co., Ltd. | ||||||
| Chairman, Pao Fu Investment Co., Ltd. | ||||||
| Chairman, Far East Industry, Zhejiang | ||||||
| Director | Cc Wei | B.S. in Physics, Fu Jen Catholic University | Experience: | |||
| Vice President of R&D, Mobiletron Electronics Co., Ltd. | ||||||
| Current position: | ||||||
| Director, Mobiletron Electronics Co., LTD. | ||||||
| Director, subsidiaries of Mobiletron Electronics Co., Ltd. | ||||||
| Director, Moving EV Service Company Ltd. | - | 4,889,776 | ||||
| Director | Wen-Cheng Tsai | Ph.D. in Medical Management, Tulane University | Experience: | |||
| Dean, College of Public Health; Acting Dean, College of Management; Chair and Director, Masters Program and Department of Health Services Administration, China Medical University | ||||||
| Adjunct Professor, Master of Health Administration Program, Tulane University | ||||||
| Honorary Chair Professor, China Medical University CEO, Chang Chin-Wen Foundation | ||||||
| Chairman, Yushan Medical and Health Management Society | ||||||
| Executive Director, Asian Association of Chinese Healthcare Management | ||||||
| Current position: | ||||||
| Director, Mobiletron Electronics Co., LTD. | ||||||
| Supervisor, Durofix Co., Ltd. | ||||||
| Distinguished Professor, Masters Program and Department of Health Services Administration, China Medical University | ||||||
| Honorary Chairman, Yushan Medical and Health Management Society | ||||||
| Reviewer and Convener, Higher Education Evaluation and Accreditation Council of Taiwan | ||||||
| Executive Director, Taiwan Healthcare Industry Balanced Scorecard Association | ||||||
| Executive Director, Taiwan College of Healthcare Executive | ||||||
| Honorary Chair Professor, China Medical University Director, Chang Chin-Wen Foundation | ||||||
| Supervisor, Asian Association of Chinese Healthcare Management | ||||||
| Editor-in-Chief, Journal of Healthcare Management | ||||||
| Associate Editor, Taiwan Journal of Public Health | - | 2,840,582 | ||||
| Director | William Tseng | M.S., Department of Advanced Business | Experience: | |||
| Director, Mobiletron Electronics Co., LTD. | ||||||
| Current position: | ||||||
| Deputy Manager of electric internal sales, | - | 3,307,894 |
| Type of candidate | Name of candidate | Education | Experience (Including current position) | Government represented or name of legal person | Amount of shareholding (Unit: Shares) | Reasons for independent directors serving up to three terms |
|---|---|---|---|---|---|---|
| Administration, Tunghai University | Mobiletron Electronics Co., Ltd. Director, Mobiletron Electronics Co., LTD. | |||||
| Director | Wen-Kuo Chen | B.S. in Computer Science, Feng Chia University | Experience: Director, Hsieh Shun Food Co. Current position: Director, Mobiletron Electronics Co., LTD. | - | 0 | |
| Independent director | En-Te Hsu | Ph.D. in Accounting, National Taiwan University | Experience: Supervisor, Taiwan Academy of Banking and Finance Independent Director: Cheng Shin Rubber; Healthconn Corporation; Aerospace Industrial Development Corporation; YungShin Global Holding Corporation Current position: Professor, Department of Accounting; Director, Center for the Development of International Workplace Internships, Tunghai University Director, Center for the Research of Accounting and Industry Independent Director, Mobiletron Electronics Co., Ltd.; Ennostar Inc. | - | 35,480 | Given Mr. En-Te Hsu's extensive experience in the financial accounting profession, the Company requires his experience and insight to provide oversight and professional guidance to the Board. |
| Independent director | Jih-Hsin Sher | Ph.D, Marketing and Strategic Management, School of Business, University of Warwick, U.K. | Experience: Chairman, Corporate Synergy Development Center COO; Director, Office of Business Development, National Institutes of Applied Research Principal Investigator, Telecommunications National Science and Technology Program - Academia-Industry Collaboration Bridge Project, National Science Council, Executive Yuan Consultant, National Institutes of Applied Research Dean, International School of Technology and Management, Feng Chia University Dean, d.School, Feng Chia University CEO, Office of Sustainable Development and Social Responsibility, Feng Chia University Current position: Chair Professor, Department of Business Administration, Feng Chia University Independent Director: Mobiletron Electronics Co., Ltd.; Merry Electronics Co., Ltd.; Tainan Enterprises Co., Ltd. | - | 0 | N/A |
| Independent director | Wu-Hua Su | Ph.D, International Business Division, College of Management, National Taiwan University | Experience: Economic Counselor, Embassy of the Republic of China (Taiwan) in Paraguay Economic Counselor, Embassy of the Republic of China (Taiwan) in Honduras Director of the High-Tech Commodities Control Group of the MOEA Head of the Economic Division, Taipei Representative Office in Hungary | - | 0 | N/A |
| Type of candidate | Name of candidate | Education | Experience (Including current position) | Government represented or name of legal person | Amount of shareholding (Unit: Shares) | Reasons for independent directors serving up to three terms |
|---|---|---|---|---|---|---|
| Current position: Independent director, Mobiletron Electronics Co., LTD. | ||||||
| Independent director | Hsi-Fu Wang | Ph.D. in Materials Science and Engineering, Pennsylvania State University | Experience: President; Dean, College of Engineering; and Chair, Department of Materials and Mineral Resources Engineering, National Taipei University of Technology Visiting Professor, Tohoku University, Japan President, Taiwan Association for Coating and Thin Film Technology President, Asian Electroceramics Association President, Powders and Powder Metallurgy Association of The Republic of China President, Chinese Institute of Mining and Metallurgical Engineers | |||
| Current position: Chair Professor and Life Distinguished Professor, Department of Materials and Mineral Resources Engineering, National Taipei University of Technology Director, Center of EMO Materials and Nanotechnology, National Taipei University of Technology Director, Taiwan Accreditation Foundation (TAF) Director, Automotive Research & Testing Center Director, Taiwan Railway Corporation, Ltd. | - | 0 | N/A |
49
[Annex 8]
Mobiletron Electronics Co., Ltd.
List of removal of directors from non-compete clause is as follows
| Title in the Company | Name | Concurrent Positions in Other Companies |
|---|---|---|
| Director | Kim Y.C. Tsai | Chairman, RAC Electric Vehicles Inc. |
| Chairman, Moving EV Service Company Ltd. | ||
| Director, Blade Hydrogen Green Technology Co., Ltd. | ||
| Director, H2 Energy Co., Ltd. | ||
| Director, Northern Tech Star Venture Capital Co., LTD. | ||
| Director, Asia Pacific Microsystems, Inc. | ||
| Director, Optimal Electric Vehicles, LLC. | ||
| Director, Nan Kai University of Technology | ||
| Director | Cc Wei | Director, Moving EV Service Company Ltd. |
| Director | Nancy Tsai | Director, RAC Electric Vehicles Inc. |
| Director | Yu-Cheng Tsai, Legal Representative of Pao Fu Investment Co., Ltd. | Director, RAC Electric Vehicles Inc. |
| Independent director | En-Te Hsu | Independent Director, Ennostar Inc. |
| Independent Director, Cheng Shin Rubber Ind. Co., Ltd. | ||
| Independent Director, Linco Technology Co., Ltd. | ||
| Independent director | Jih-Hsin Sher | Independent Director, Merry Electronics Co., Ltd. |
| Independent Director, Tainan Enterprises Co., Ltd. | ||
| Independent Director, WFE Technology Corp. | ||
| Independent director | Hsi-Fu Wang | Director, Taiwan Accreditation Foundation (TAF) |
| Director, Automotive Research & Testing Center | ||
| Director, Taiwan Railway Corporation, Ltd. |
Note: Excludes subsidiaries wholly owned by the Company.
Chapter 4. Appendices
[Appendix 1]
Mobiletron Electronics Co., Ltd.
Articles of Incorporation
Chapter I. General Provisions
Article 1: The Company is organized in accordance with the provisions of the Company Act and is named Mobiletron Electronics Co., Ltd.
Its English name is Mobiletron Electronics Co., Ltd.
Article 2: The Company engages in the following businesses:
Article 3: The Company's headquarters is located in Taichung City. The Company may set up branch offices in foreign countries in accordance with laws as resolved by the Board of Directors, if necessary.
(I) C805050 Industrial Plastic Products Manufacturing.
(II) CB01010 Mechanical Equipment Manufacturing.
(III) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
(IV) CC01040 Lighting Equipment Manufacturing.
(V) CC01080 Electronics Components Manufacturing.
(VI) CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.
(VII) CD01030 Motor Vehicles and Parts Manufacturing.
(VIII) CD01040 Motorcycles and Parts Manufacturing.
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(IX) CE01010 General Instrument Manufacturing.
(X) CP01010 Hand Tools Manufacturing.
(XI) CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
(XII) F401021 Restrained Telecom Radio Frequency Equipment and Materials Import.
(XIII) F113010 Wholesale of Machinery.
(XIV) F213080 Retail Sale of Machinery and Tools.
(XV) F113030 Wholesale of Precision Instruments.
(XVI) F213040 Retail Sale of Precision Instruments.
(XVII) F106010 Wholesale of Hardware.
(XVIII) F206010 Retail Sale of Hardware.
(XIX) F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
(XX) F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
(XXI) F119010 Wholesale of Electronic Materials.
(XXII) F219010 Retail Sale of Electronic Materials.
(XXIII) F113990 Wholesale of Other Machinery and Tools.
(XXIV) F213990 Retail Sale of Other Machinery and Tools.
(XXV) CC01090 Manufacture of Batteries and Accumulators.
(XXVI) I301010 Information Software Services.
(XXVII) IG03010 Energy Technical Services.
(XXVIII) JE01010 Rental and Leasing.
(XXIX) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 4: If the Company is a limited liability shareholder of another company, the total amount of its investment may exceed 40% of the Company's paid-up capital.
Article 5: The Company may enter into external guarantees among peers companies or affiliates for business needs and reciprocity, and its operations are governed by the Company's procedures for endorsement and guarantee policy.
Article 6: The Company's announcement shall be processed in accordance with Article 28 of the Company Act.
Chapter II. Shares
Article 7: The Company's total capital is NT$1,850 million divided into 185 million shares (employee stock options of 5 million shares) with a par value of NT$10 per share. The Board of Directors is authorized to issue the unissued shares in installments.
Article 8: The Company's share certificates shall be numbered, signed or sealed by the directors on behalf of the Company, and issued by a bank licensed to act as the issuer of share certificates in accordance with laws, or the shares may be issued without printing, provided that they are registered with a centralized securities depository enterprise. The processing of shareholders service matters of the Company is conducted in accordance with the provisions of the relevant laws and regulations promulgated by the competent authorities.
Article 9: In the event of transfer, loss or destruction of share certificates, the Company shall comply with the Company Act, the "Regulations Governing the Administration of Shareholder
53
Services of Public Companies" and other relevant laws and regulations.
Chapter III. Shareholders' Meeting
Article 10: There are two types of shareholders' meetings, being annual meetings and special meetings, which are convened in accordance with the provisions of the Company Act.
Article 10-1: The Company's shareholders' meetings may be held by video conference or other means as announced by the Ministry of Economic Affairs.
Article 11: A shareholder may appoint a proxy to attend the shareholders' meeting in accordance with the provisions of the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authorities by providing the proxy form issued by the Company and stating the scope of authorization.
Article 12: The chairman shall be the chairperson of the shareholders' meeting. In the absence of the chairman, the chairman shall designate a director to act as a proxy, or in the absence of such designation, the directors shall elect a proxy from among themselves.
Article 13: Each shareholder of the Company shall be entitled to one vote per share. No voting power shall be granted, however, to company shares prescribed in Article 179 of the Company Act.
Article 14: Unless otherwise required by Company Act, a resolution at the shareholders' meeting can only be made with the attendance of shareholders who hold a majority of all current
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outstanding shares of the Company, and must be adopted with at least a majority of the votes in attendance; When voting, if there is no objection from all attending shareholder following an inquiry by the chairperson, the resolution shall be deemed approved and have the same effect as a poll.
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 chairperson 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. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
Chapter IV. Director
Article 16: The Company shall have nine to eleven directors, all of whom shall be elected at the shareholders' meeting from among persons of legal capacity. The term of office shall be three years and directors are eligible for re-election. The number of independent directors in the above quota of directors shall be no less than three and no less than one fifth of the total number of directors.
The election of directors is based on a candidate nomination system. The acceptance of nominations of director candidates and the announcement of related matters are handled in accordance with the provisions of the Company Act and the Securities and Exchange Act. Independent directors and non-independent directors shall be elected together and the number of elected seats shall be calculated separately.
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Article 16-1: In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee consisting of all independent directors, the number of which shall not be less than three.
The Audit Committee and its members shall exercise their powers and duties and perform related matters in accordance with the Securities and Exchange Act and related laws and regulations.
The Company may establish other functional committees as required by business operations. The establishment and powers of relevant committees shall be governed by the regulations of the competent authorities.
Article 17: When the number of directors' vacancies reaches one-third or the independent directors are dismissed en masse, a special shareholders' meeting shall be called within 60 days by the Board of Directors to fill the vacancies; When the number of independent directors falls below the number specified in the Articles of Incorporation due to the dismissal of an independent director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders' meeting. The term of office shall be limited to the term of the original appointment.
Article 18: If a director's term expires without re-election, his or her executive duties will be extended until the re-elected director takes office.
The Company may purchase liability insurance for the directors during their term of office in respect of their liability under the law for the performance of duties within the scope of business.
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Article 19: The directors shall organize a meeting of the Board of Directors with the presence of at least two-thirds of the directors and the approval of a majority of the directors present, and shall elect a chairman from among themselves to execute all matters of the Company in accordance with the regulations, the Articles of Incorporation, and the resolutions of the shareholders' meeting and the Board of Directors' meeting.
Article 20: The Company's operating guidelines and other important matters shall be resolved at the Board of Directors' meetings. Except for the first meeting of each session of the Board of Directors meeting convened in accordance with Article 203 of the Company Act, the other meetings are convened by the Chairman of the Board of Directors, who is also the Chairperson. If the Chairman is unable to perform duties due to leave or for any other reason, his or her proxy shall act on his or her behalf in accordance with Article 208 of the Company Act.
Notifications on the convening of the Board of Directors meetings of the Company may be made to each director in writing, or via E-mail or fax.
Article 21: Except as otherwise provided in the Company Act, a majority of the directors must be present at a meeting of the Board of Directors, and the consent of a majority of the directors present shall be obtained. If a director is unable to attend a meeting for any reason, he or she may issue a proxy stating the scope of authority for convening the meeting and appoint another director to attend the meeting of the Board of Directors on his or her behalf, provided that one person is
57
entrusted by one person. If a meeting of the Board of Directors is held by video conference, all Directors attending the video conference shall be deemed to have attended the meeting in person.
Article 22: The minutes of the Board of Directors' meetings shall be prepared and signed or sealed by the chairperson and distributed to each director within 20 days after the meeting. The minutes shall record the main points of the proceedings and their results, and shall be kept at the Company together with the signature books of the directors present and the proxy forms.
Article 23: The remuneration of the Company's directors is authorized to be determined by the Board of Directors' meeting based on the extent of their participation in and value of their contributions to the Company's operations and with reference to industry standards.
Chapter V. Managers and employees.
Article 24: The Company may appoint managers whose appointment, dismissal and remuneration shall be processed in accordance with Article 29 of the Company Act.
Chapter VI. Finalization
Article 25: The Company's fiscal year begins on January 1 of each year and ends on December 31 of that year, and the accounts are finalized at the end of the business year. In accordance with Article 228 of the Company Act, at the end of each fiscal year, the Board of Directors shall prepare and submit to the annual shareholders' meeting for ratification the following
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statements in accordance with laws.
(I) Business Report
(II) Financial Statements
(III) Proposals for distribution of earnings or make-up of losses.
Article 26: If there is any surplus in the annual accounts, the Company shall pay tax and make up for the losses in accordance with laws, and then allocate 10% as legal reserve, except when the legal reserve has reached the total capital. In addition, after the special reserve is allocated or reversed in accordance with relevant laws and regulations, the undistributed earnings at the beginning of the period are consolidated into the shareholders' accumulated distributable earnings, and the Board of Directors shall propose the distribution of earnings and submit it to the shareholders' meeting for resolution.
In order to motivate employees and management team, based on the Company's profit before tax for the current year and before the distribution of remuneration to the employees and directors, the Company should allocate no less than 3% as the employee remuneration and no more than 3% as the director remuneration if there is any balance after making up for the losses.
Of the employee remuneration amount in the preceding paragraph, no less than 20% shall be set aside for the distribution of compensation to non-executive employees.
When employee remuneration is distributed in the form of stock or cash, the Board of Directors shall resolve by a resolution of at least two-thirds of the directors present and a majority of the directors present, and report to the shareholders' meeting.
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Employee remuneration may be distributed in stock or cash, including to employees at affiliated companies that satisfy certain criteria.
Chapter VII. Dividend policy
Article 27: The Company is in a growth phase and will continue to have capital requirements for production expansion in the coming years. In line with the Company's long-term financial planning, the dividend distribution is based on a residual dividend policy, which is based on the Company's future capital budget planning to measure the capital requirements for future years and make appropriate dividend distributions. The Board of Directors shall propose the distribution of dividends and submit it to the shareholders' meeting for resolution. Dividends may be paid in the form of cash or stock dividends, provided that the cash dividends shall not be less than 10% of the total dividends to shareholders.
Chapter VIII. Appendices
Article 28: The organizational regulations and enforcement rules of the Company shall be established separately by the Board of Directors.
Article 29: Any matters not provided in the Articles of Incorporation shall be governed by the Company Act and other relevant regulations.
Article 30: The Articles of Incorporation were established on June 26, 1982.
The 1st amendment was on June 8, 1983.
The 2nd amendment was on April 26, 1984.
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The 3rd amendment was on June 29, 1984.
The 4th amendment was on April 15, 1988.
The 5th amendment was on April 12, 1991.
The 6th amendment was on May 7, 1991.
The 7th amendment was on June 3, 1991.
The 8th amendment was on July 25, 1994.
The 9th amendment was on May 25, 1996.
The 10th amendment was on November 28, 1997.
The 11th amendment was on June 6, 1998.
The 12th amendment was on June 24, 1999.
The 13th amendment was on May 24, 2000.
The 14th amendment was on June 19, 2001.
The 15th amendment was on June 12, 2002.
The 16th amendment was on June 10, 2004.
The 17th amendment was on June 14, 2005.
The 18th amendment was on June 15, 2006.
The 19th amendment was on June 15, 2007.
The 20th amendment was on June 15, 2010.
The 21st amendment was on June 13, 2012.
The 22nd amendment was on June 12, 2014.
The 23rd amendment was on June 15, 2016.
The 24th amendment was on June 14, 2017.
The 25th amendment was on June 12, 2019.
The 26th amendment was on June 24, 2020.
The 27th amendment was on June 14, 2022.
The 28th amendment was on June 17, 2025.
Mobiletron Electronics Co., Ltd.
Chairman: Kim Y.C. Tsai
[Appendix 2]
Mobiletron Electronics Co., Ltd.
Regulations Governing the Election of Directors
Article 1: The Company's directors shall be elected at the shareholders' meeting in accordance with the provisions of the regulations from the list of candidates for election as directors announced by the Company.
Article 2: Elections of directors of the Company shall be conducted in accordance with the candidate nomination system set out in Article 192-1 of the Company Act.
Article 3: The election of directors of the Company shall be conducted adopting an open vote cumulative election method, and the names of the voters shall be represented by the shareholder account numbers or attendance card numbers printed on the ballots. Each share shall have the same election weight as the number of directors to be elected in accordance with laws and may elect one person or allocate to a number of persons. Independent directors and non-independent directors shall be elected together and the number of elected seats shall be calculated separately.
Article 4: The rights of election of directors, independent directors and supervisors of the Company shall be calculated in accordance with the quotas set forth in the Company's Articles of Incorporation, and those who receive the greater number of election weights shall be elected in that order. If there are more than two persons with the same number of weights and the quota exceeds the quota set, a lot will be drawn by the
62
person with the same weights. In the absence of those with the same weights, the chairperson shall draw lots on behalf of them.
Article 5: The Board of Directors shall print the ballots and, in addition to affixing the Company's seal, shall include the voter's shareholder account number or attendance card number and the election weights on the ballot.
Article 6: Before the election begins, the chairperson shall appoint a number of personnel, including scrutineers, ballot announcers and counting staff to handle related matters.
Article 7: The tasks of the scrutineers are as follows:
(I) Open the ballot boxes in public before the voting.
(II) Maintain order and monitor whether the voting is negligent and illegal, etc.
(III) Supervise the counting staff that record the number of votes received by each candidate.
Article 8: The voter shall indicate on each ballot the shareholder account number or ID card number (tax ID number) and the name of the candidate. If the candidate is a legal person, the name of the legal person or the name of the legal person and its representative shall be indicated in the candidate column of the ballot.
Article 9: Ballots are considered void and deemed invalid in any of the following circumstances.
(I) A person who does not use the ballot as stipulated in the regulations.
(II) A blank ballot that is placed in the ballot box.
(III) The number of candidates exceeds the required number
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of candidates.
(IV) Other graphics are included in addition to the name of the candidate (including the name of the legal person or the name of the legal person and its representative) and the shareholder account number or ID card number (tax ID number).
(V) Blurred and illegible handwriting.
(VI) The name or account number of the candidate does not match the list of candidates for director announced by the Company.
(VII) The candidate's name written in the ballot coincides with other shareholders, but no information such as shareholder account number or ID card number (tax ID number) has been provided for identification.
Article 10: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chairperson on the site.
Article 11: If there are any matters not stipulated in the regulations, except for those specified in the Company Act, the Securities and Exchange Act, other relevant laws and regulations, and the Articles of Incorporation, all matters shall be handled in accordance with the chairperson's instructions.
Article 12: The regulations, and any amendments hereto, shall be implemented after approval by a shareholders' meeting.
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[Appendix 3]
Mobiletron Electronics Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Article 1: The Company's shareholders' meetings, except as otherwise provided by regulations, shall be convened as stipulated in the rules; changes to the method for convening the shareholders' meeting of the Company shall require a resolution of the Board of Directors, and the change must be implemented before the meeting notices are sent.
Article 2: The shareholders referred to in the rules shall be those listed in the register of shareholders of the Company and shall include, in addition to the shareholders themselves, the shareholders' representatives and proxies.
Article 3: The Company 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 attending the shareholders' meeting in person.
Shareholders and their proxies (collectively, "shareholders")
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shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company 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.
The Company 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, pre-printed ballots shall also be furnished.
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:
I. For physical shareholders' meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. 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.
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
66
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 the Company two days before the meeting date.
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 of a virtual shareholders' meeting, the Company shall upload the statistical table of the preceding item, 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 3-1: To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights.
II. 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:
(I) To what time the meeting is postponed or from what time the meeting will resume if the above
67
obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(II) Shareholders not having registered to attend the affected shareholders' meeting by video conference shall not attend the postponed or resumed session.
(III) In case of a shareholders' meeting with video conferencing, when the video conferencing cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the shareholders' meeting by video conferencing, meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the meeting by video conferencing shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the meeting by video conferencing shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
(IV) Actions to be taken if the outcome of all proposals has been announced and extraordinary motion has not been carried out.
III. 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.
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Article 4: The shareholders' meetings of the Company shall be held at locations that are suitable and convenient for shareholders to attend. Meetings shall not begin earlier than 9 AM or later than 3 PM. The venue and time of the meeting shall take into full consideration the opinions of the independent directors. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article 5: If the shareholders' meeting is convened by the Board of Directors, the chairperson of the meeting shall be the Chairman of the Board of Directors. If the Chairman is unable to perform duties due to leave or for any other reason, the Chairman shall designate a director to act on the Chairman's behalf; Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as the Chairman.
If the Managing Director or Director is appointed as chair in the preceding Paragraph, the individual must have an understanding of the company's financial and business status as well as be employed for a duration of more than 6 months. The same shall be true for a representative of a juristic person director that serves as chair.
Article 6: If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convener shall chair the meeting.
Article 7: This Company may appoint its attorneys, CPAs, or related persons retained by it to attend a shareholders' meeting. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
Article 8: The Company, beginning from the time it accepts shareholder
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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 Article 189 of the Company Act, the materials shall be retained until the conclusion of the litigation.
Where a shareholders' meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, 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 the Company 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, the Company 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 or sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
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The chairperson shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson 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, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the above-mentioned 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 the Company in accordance with Article 3. However, with respect to special resolutions stipulated in the Company Act, the resolutions shall be made in accordance with the provisions of the Company Act.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
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Article 10: If a shareholders' meeting is called by the Board of Directors, the agenda shall be established by the Board of Directors. The meeting shall be held in the order of the agenda. No change shall be made unless resolved by 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 chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extemporary motions), except by a resolution of the shareholders' meeting.
After the adjournment, the shareholders should not elect another chairperson for a subsequent meeting at the same place or another venue.
Article 11: When speaking, an attending shareholder must specify on a speech note the subject of the speech, his/her shareholder account number (or attendance number), and account name. The order in which shareholders speak will be determined by the chairperson.
A shareholder in attendance who has submitted a speech note 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 speech note, the spoken content upon confirmation shall prevail.
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 chairperson declaring the meeting open until the chairperson declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall
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contain no more than 200 words.
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: Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes.
When a corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chairperson shall stop any violation.
The chairperson may stop the speech of an attending shareholder if the content of the speech violates the first three rules or is not within the scope of the topic.
Article 13: After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond. The attending shareholders have the obligation to abide by the rules of the meeting, obey the resolution and maintain the order of the meeting.
Article 14: When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call a vote.
Article 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that
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all of them shall be shareholders of the Company.
Article 16: Except as otherwise provided in the Company Act and the 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.
If the voting rights are restricted by laws or the Articles of Incorporation, the excess voting rights shall not be counted. 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.
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 the Company convenes a virtual shareholders' meeting, after the chairperson declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chairperson 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 chairperson announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 3 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 extemporary motions, they may 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 17: The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, 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.
The ballots for the election matters 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.
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting
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minutes shall be signed or sealed by the chairperson 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.
The Company 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 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. The minutes shall be retained for the duration of the existence of the Company.
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, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting online.
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Article 18: When there is an amendment or an alternative to a proposal, the chairperson 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.
Article 19: During the meeting, the chairperson may declare a break at his discretion.
In the event of an air-raid warning or special circumstances, the meeting will be temporarily suspended and evacuated after announced by the chairperson, and will continue one hour after the situation is resolved.
Article 20: A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act, in this case, no further notice or announcement shall be required.
Article 21: The chairperson may direct the proctors (or security personnel) to help maintain order at the venue. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an armband bearing the word "Proctor."
Shareholders shall obey the direction of the chairperson and the proctors in maintaining order. The chairperson may exclude any person who obstructs the conduct of the shareholders' meeting and does not comply with the request.
Article 22: In the event of a virtual shareholders' meeting, the Company 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 chairperson has announced the meeting adjourned.
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Article 23: When the Company convenes a virtual-only shareholders' meeting, both the chairperson and secretary shall be in the same location, and the chairperson shall declare the address of their location when the meeting is called to order.
Article 24: In the event of a virtual shareholders' meeting, the Company 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 chairperson 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 chairperson 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'
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meeting and have successfully signed in the meeting, but 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 the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in Paragraph 2, 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 no postponement or resumption thereof under Paragraph 2 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, the Company shall handle the preparatory work based on the date of the original shareholders' meeting
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in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 25: When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
Article 26: The rules, and any amendments hereto, shall be implemented after approval by a shareholders' meeting.
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[Appendix 4] Before Amendment
Mobiletron Electronics Co., Ltd.
Management of Loans to Others
I. [Purpose]
If the Company needs to lend funds to other legal entities or groups that are not shareholders (hereinafter referred to as borrowers) for business transactions, the Company must follow these operating procedures. If there are any matters not covered in this procedure, it shall be handled in accordance with relevant laws and regulations.
II. The recipient of the loan, total amount of loan, and ceiling on total loans granted of each individual
(I). According to the Company Act, the Company shall not lend funds to its shareholders or any other persons except for the following conditions:
- Companies with whom the Company conducts business.
- Where an inter-company or inter-firm short-term financing facility is necessary. The total loan for financing shall not exceed 40% of the Company's net worth.
The term "short-term" as used in the preceding paragraph means one year. However, if the company's operating cycle is longer than one year, the operating cycle should prevail.
The amount of financing referred to in paragraph 1-2 refers to the cumulative balance of short-term financing of the public company.
The lending of funds between one foreign company to another where 100% of their voting shares are directly or indirectly held by the public company; or a foreign company whose voting shares are 100% directly or indirectly held by
the public company, the lending of funds by it to such public company, shall not be subject to the restrictions in paragraph 1-2. However, the total amount of funds loaned and the limit of individual objects shall be stipulated, and the term of funds loan shall be specified.
If the person in charge of the company violates the provisions of paragraph 1 and the preceding proviso, he or she shall be jointly liable with the borrower for the return of the loan; If the company suffers any damage, he or she shall also be liable for the damage.
(II). Total amount of loan, and ceiling on total loans granted of each individual
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If the funds are lent to a company or firm with a business relationship, the total amount of the loan shall not exceed 20% of the Company's net worth; the amount of individual loans shall not exceed the amount of business transactions between the two parties in the most recent two years. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the two parties, and the term of the loan shall not exceed two years.
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For loans to companies or firms that need short-term financing, the total amount of the loan shall not exceed 20% of the Company's net worth; The individual loan amount should not exceed 10% of the company's net worth, and the loan period should not exceed one year in principle.
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A subsidiary or parent company specified in the Procedures shall be as determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where the Company's financial reports are prepared according to the International Financial Reporting Standards,
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net worth in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(III). Fund loan and interest calculation method:
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Calculation of Interests: Based on the credit evaluation of the borrowers, interest is charged monthly at the rate of the Company's loans to financial institutions, and approved by the Chairman of the board of directors. The principle is that the annual interest rate should not be lower than the Company's average short-term bank loan interest rate.
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The calculation and collection of loan interest is based on the principle of monthly interest payment unless otherwise specified, and the borrower is notified to pay the interest on time one week before the agreed interest payment date.
III. Operating Procedures
(I). Application
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When a borrower applies for a loan from the Company, the personnel in charge should initially approach the borrower to understand the purpose of the funds and their recent business and financial situation. If possible, a record of the negotiation shall be made and the borrower shall fill out the "Application for Loan of Funds" (CAC-006001) and submit it to the Chairman for approval.
-
If a loan of funds is made for business transactions, the personnel from the Company's finance department should assess whether the amount of the loan is equivalent to the amount of business transactions; If short-term financing is necessary, the Company shall list the reasons and
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circumstances under which the funds can be lent, conduct credit checks, and submit the relevant information and proposed loan terms to the supervisor of the Finance Department and the Chairperson before submitting them to the board of directors for resolution.
- Before lending the Company's funds to others, the Company shall carefully evaluate whether the loan is in compliance with the provisions of these Procedures and submit the evaluation results to the Board of Directors for a resolution, and shall not delegate the decision to others.
Proposals for loans between the Company and subsidiaries or between subsidiaries shall be submitted for the board's resolution according to the preceding paragraph, and the Chairperson is authorized to grant a loan of a fixed amount to the same party as approved by the board in the form of multiple loans or a revolving loan within the period of one year.
The fixed amount referred to in the preceding paragraph is the authorized amount of funds that the Company or its subsidiaries can lend to an individual company, which shall not exceed 10% of the Company's net worth in its latest financial statements.
- Where the position of independent director has been created, when the Company intends to loan funds to others, the Company shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
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(II). Credit Investigation
- For first-time borrowers, the borrower should provide basic information and financial information for credit investigation.
- In principle, credit checks will be conducted once a year for those who continue to borrow. Credit investigations will be conducted once every six months if necessary when dealing with a major case.
- If the borrower is under a good financial condition and the annual financial statements have been certified by an accountant, the borrower may continue to use the financial statements for more than one year but less than two years and sign the loan in accordance with the certified public accountant's examination and certification report.
- When the Company conducts credit checks on borrowers, it should also evaluate the impact of the lending of funds on the Company's operational risks, financial condition, and shareholders' equity.
- Every loan must be secured or guaranteed, and the Finance Department is responsible for evaluating its value.
(III). Loan Approval
- After credit investigation or evaluation, if the borrower's credit rating is unsatisfactory and the Company does not intend to lend to, the responsible personnel should sign and approve the reasons for refusal and reply to the borrower as soon as possible.
- For cases with good credit ratings with proper use of the loans, the responsible personnel should fill out the credit report and prepare the loan terms and conditions, and then submit it to the board of directors for resolution along with the "Application for Loan of Funds" (CAC-006001).
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- The loan of funds to others should be approved by the board of directors.
(IV). Notify the borrower
After the loan case is approved, the responsible personnel shall notify the borrower by letter or telephone as soon as possible, detailing the company's loan conditions, including the amount, term, interest rate, collateral and guarantor, etc. The borrower is requested to sign the contract within the term, and after the collateral pledge (hypothec) is set up and the guarantor is matched with the guarantee, the loan will be allocated.
(V). Sign a guarantee
- The responsible personnel shall prepare the terms and conditions of the contract, review them by the supervisor and, if necessary, send them to the legal advisor for an opinion before the contract is signed.
- The content of the contract should be consistent with the approved loan terms. After the borrower and the joint guarantor sign the contract, the responsible personnel should go through the procedure of guarantee.
(VI). Collateral value assessment and setting the rights
If a loan requires a property guarantee, the borrower should provide collateral and perform the procedures for setting up a pledge or hypothec. The Company also needs to assess the value of the collateral to ensure the Company's creditor's rights.
(VII). Insurance:
- Except for land and marketable securities, all collaterals should be insured against fire, and vessels and vehicles should be insured against all risks. The amount of insurance shall not be less than the value of the collateral. The
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insurance policy should be endorsed with the Company as the beneficiary, and the name, quantity, storage location, insurance conditions, and insurance lot number of the subject matter contained in the policy should be consistent with the original underwriting conditions of the Company; If the building has not been assigned a house number at the time of setting, its address should be marked with the lot and number where it is located.
- The responsible personnel should notify the borrower of the continuation of the insurance prior to the expiration of the insurance period.
(VIII). Allocation of Funds
After the loan is approved and the borrower signs the contract and sends the promissory note for execution (or installment repayment), the collateral (pledge) setting is registered, and all procedures are verified to be correct, the loan can be allocated. The finance department records the guarantees provided by the borrower, the amount of loan, the interest terms, and the method and date of repayment of the loan in the "Lending Funds to Others Register Book" (CAC-006002) for verification by the competent authorities and related personnel.
The Company should regularly take inventory and evaluate the value of the collaterals, and review the appropriateness of the value and the loan amount.
(IX). Repayment
The financial, business and credit status of the borrower and guarantor should be constantly monitored after the loan is disbursed. If collateral is provided, attention should be paid to any changes in the value of the guarantee, and the borrower should be notified one month prior to the maturity of the loan to
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pay off the principal and interest at the due date.
- When the borrower repays the loan at maturity, the interest payable shall be calculated and repaid together with the principal before the borrower can cancel the promissory notes, IOUs and other debt service certificates and return them to the borrower.
- If the borrower applies for the cancellation of the hypothec, the borrower should first ascertain whether there is a balance of the loan before deciding whether to agree to the cancellation of the hypothec.
(X). Registration and Custody of Cases
- The Company shall establish a record book, "Record Book for Loan of Funds to Others" (CAC-006003), to record the objects of loan, the amount of the loan, the date approved by the board of directors, the date of loan of funds, and the matters that should be carefully evaluated in accordance with these Procedures.
- After granting the loan, the personnel in charge of the loan case should sort out the creditor's rights certificates such as the contract, promissory note, collateral certificate, insurance policy, and correspondence documents in order, and put them into the storage bag, and after indicating the content of the storage and the name of the customer on the bag, it is submitted to the supervisor of the financial department for inspection. Once the inspection is completed, the document will be sealed and signed or sealed by both parties in the "Register of Funds Loaned to Others for Safekeeping" (CAC-006004) and then kept in file.
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IV. [Notices regarding managing loans to others]
(I). Before lending the Company's funds to others, the Company shall carefully evaluate whether the loan is in compliance with the provisions of these Procedures and submit the evaluation results to the Board of Directors for a resolution, and shall not delegate the decision to others.
(II). The internal audit personnel of the Company shall audit the Operational Procedures for Loaning Funds to Others and their implementations at least once every quarter and keep written records. In case of major violations, the Audit Committee shall be informed in writing at once.
(III). If, due to changes in circumstances, the Company's borrowers do not comply with the provisions of the Management of Loans to Others or the balance exceeds the limit, the auditing unit shall urge the Finance Department to set a deadline for recovering the loaned funds that exceed the limit, and send the improvement plan to the Audit Committee and improve according to the schedule of the plan.
(IV). The responsible personnel shall prepare a monthly breakdown of funds loaned to other companies by the 10th of each month and submit it for review at each level.
(V). A foreign company as specified under Article 165-1 of the Securities and Exchange Act ("foreign company") shall comply mutatis mutandis with these Regulations when making loans to, and endorsements or guarantees for, others.
If the foreign company does not have corporate chops, it may be exempted from application of the provisions of Article 12, paragraph 1, subparagraph 7, and Article 17, paragraph 4 of the "Regulations Governing Loaning of Funds and Making of
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Endorsements/Guarantees by Public Companies".
Net worth of a foreign company as calculated under "Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies" means the balance sheet equity attributable to the owners of the parent company.
V. [Control Procedures for Subsidiaries' Loans to Others]
(I). Where a subsidiary of a public company intends to make loans to others, the Company shall instruct it to formulate its own operational procedures for Managing Loans to Others in compliance with these Regulations, and it shall comply with the Procedures when loaning funds. The Company's board of directors shall approve the implementation of the regulations, and the subsidiaries shall follow the prescribed operating procedures.
(II). The subsidiary shall prepare and submit to the Company a schedule of loans of funds to other companies for the previous month by the 10th day of each month (excluding).
(III). The internal audit personnel of the subsidiaries shall audit the Operational Procedures for Loaning Funds to Others and their implementations at least once every quarter and keep written records. In case of major violations, the auditing unit of the Company shall be informed in writing at once and the auditing unit of the Company shall then submit the written information to the Audit Committee.
(IV). The audit personnel of the Company shall take the opportunity to understand the Operational Procedures for Loaning Funds to Others and their implementations at the subsidiaries when performing inspections according to the annual audit plan. Discrepancies shall be followed up on and the improvement be
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monitored, and follow up reports shall be submitted to the Audit Committee.
VI. [Public Announcement and Regulatory Filing]
(I). The Company shall enter the balance of funds loaned to the Company and its subsidiaries for the previous month into the Market Observation Post System (MOPS) by the 10th day of each month.
(II). If the balance of the Company's loans reaches one of the following standards, it shall be entered into the Market Observation Post System (MOPS) within two days from the date of occurrence of the event:
- The outstanding loan balance for the Company and its subsidiaries has reached 20% of the Company's net worth on the latest financial statements.
- The outstanding balance of the loans from the Company and its subsidiaries to a single enterprise has reached 10% of the Company's net worth on the latest financial statements.
- New loans by the Company or one of its subsidiaries have reached NT$10 million or more, and 2% of the Company's net worth on the latest financial statements.
(III). The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to Subparagraph 3 of the preceding Paragraph.
(IV). The Company shall evaluate the loan status, set aside sufficient provisions for bad debts, and adequately disclose the relevant information in its financial reports. The Company shall also provide certified public accountants with the relevant information
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for necessary audit procedures.
(V). The announcements and regulatory filing in the Procedures refer to information entered on the information reporting website designated by the FSC.
Date of occurrence refers to, the earliest of, the signing date, payment date, the board of directors' resolution date or any other dates when the transaction counterpart and the amount can be verified with certainty.
VII. [Penalties]
When the Company's managers and organizers who violates of the provisions of this procedure shall be subject to regular reporting and evaluation in accordance with the Company's Personnel Management Regulations and Employee Handbook, and shall be punished according to the severity of the situation.
VIII. [Implementation and Revision]
The formulation and revision of these Procedures shall be implemented after being approved by more than half of all members of the Audit Committee, approved by the Board of Directors and submitted to the shareholders' meeting for approval.
If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two thirds of all Directors, and the resolution of the audit committee shall be recorded in the minutes of the Board of Directors meeting.
All members of the Audit Committee referred to in this Article and all directors referred to in the preceding Paragraph shall be calculated based on those actually in office.
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[Appendix 5]
Mobiletron Electronics Co., Ltd.
Shareholding of directors
I. Calculated in accordance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, as of the book closure date of April 25, 2026, the Company had issued a total of 98,547,486 shares, and the minimum number of shares required to be held by all directors was 7,883,798 shares.
II. The shareholdings of all directors as at the date of closure of the register of members at the annual shareholders' meeting are as follows: It meets the criteria regarding percentage as stipulated in Article 26 of the Securities and Exchange Act.
| Title | Name | Number of shares held currently | |
|---|---|---|---|
| Number of shares | Shareholding % | ||
| Chairman and President | Kim Y.C. Tsai | 3,255,299 | 3.30 |
| Director | Cc Wei | 4,889,776 | 4.96 |
| Director | William Tseng | 3,307,894 | 3.36 |
| Director (Legal representative) | Pao Fu Investment Co., Ltd. Representative: Yu-Cheng Tsai | 13,356,327 | 13.55 |
| Director | Nancy Tsai | 3,149,835 | 3.20 |
| Director | Wen-Kuo Chen | - | - |
| Director | Wen-Cheng Tsai | 2,840,582 | 2.88 |
| Independent director | En-Te Hsu | 35,480 | 0.04 |
| Independent director | Chia-Chang Jan | - | - |
| Independent director | Jih-Hsin Sher | - | - |
| Independent director | Wu-Hua Su | - | - |
| Total number of all directors | 30,835,193 | 31.29 | |
| Corporate shareholders and shareholders of 10% or more | Pao Fu Investment Co., Ltd. | 13,356,327 | 13.55 |