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MSS — AGM Information 2026
May 11, 2026
52639_rns_2026-05-11_247acfb7-b5d7-41c0-b234-234f71d1785a.pdf
AGM Information
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MS MATERIAL SCIENCE SERVICE
Stock No.:6830
Information Query Website: mops.twse.com.tw
Company Website: www.msscorps.com
MSSCORPS CO., LTD.
2026 Annual Meeting of Shareholders Handbook
Date: 9:00 a.m., June 11th, 2026
Location: 2F, No. 1, Gongye E. 2nd Rd., East Dist., Hsinchu City (GIS HSP Convention Center - Edison Hall)
Meeting Method: Offline shareholders' meeting
MATERIAL SCIENCE SERVICE
Table of Contents
One. Meeting Procedure...2
Two. Meeting Agenda...3
I. Reports...4
II. Ratification Items...6
III. Extempore Motions...7
Three. Attachment...8
I. 2025 Business Report...8
II. Audit Committee's Review Report...10
III. Report on the correlation between the policy on Directors' Remuneration, the description and amount of individual remuneration, and the Evaluation result. ...11
IV. 2025 Auditor's Annual Review Report (Including Consolidated and Individual)...13
Four. Appendix...36
I. Rules of Procedure for Shareholders' Meetings...36
II. Articles of Incorporation...46
III. Shareholding of Directors...51
MS MATERIAL SCIENCE SERVICE
【Meeting Procedure】
- One. Announcements
- Two. Chairperson's Remarks
- Three. Reports
- Four. Ratification Items
- Five. Extempore Motions
- Six. Adjournment
MATERIAL SCIENCE SERVICE
【Meeting Agenda】
Time: 9:00 a.m. on Thursday, June 11th, 2026
Location: 2F, No. 1, Gongye E. 2nd Rd., East Dist., Hsinchu City (GIS HSP Convention Center - Edison Hall)
I. Announcements
II. Chairperson's Remarks
III. Reports
(I) 2025 Business Report
(II) 2025 Report on the Review of the Final Statement from the Audit Committee
(III) 2025 Employees' and Directors' Compensation Distribution Report
(IV) Report on the Distribution of Cash Dividends from 2025 Earnings
(V) Report on the correlation between the policy on Directors' Remuneration, the description and amount of individual remuneration, and the Evaluation result for 2025.
IV. Ratification Items:
(I) Proposal for the 2025 Business Report and Financial Statements
(II) Proposal of 2025 earning distribution
V. Extempore Motions
VI. Adjournment
【Reports】
I. 2025 Business Report. Please examine.
Description: 2025 Business Report is attached as page 8, Attachment 1.
II. 2025 Report on the Review of the Final Statement from the Audit Committee. Please examine.
Description: 2023 Report on the Review of the Final Statement from the Audit Committee is attached as page 10, Attachment 2.
III. 2025 Employees' and Directors' Compensation Distribution Report, Please examine.
Description:
- Pursuant to Article 17 of the Articles of Incorporation, from an annual profit, it shall distribute no lower than 10% as remuneration to employees and no more than 5% as remuneration to directors.
- In 2025, there were no earnings, so there is no distribution of employees' and directors' remuneration.
IV. Report on the Distribution of Cash Dividends from 2025 Earnings, Please examine.
Description:
- According to the Articles of Incorporation, if the Company is to distribute all or part of the dividends and bonuses, it is proposed to do so in the form of cash, with the decision made by the Board of Directors, requiring the attendance of more than two-thirds of the directors and a resolution by more than half of the attending directors, and then reported to the shareholders' meeting.
- The Company's distribution of earnings involves allocating the distributable earnings for the year 2025. A cash dividend of NT$1 per share of Common Stock will be distributed, rounding down to the nearest whole NT$. Any fractional amounts less than NT$1 after the distribution will be disregarded and accounted for as other income of the Company.
-
This proposal was approved by the Board of Directors. In the event of changes in the number of outstanding shares, the Chairman is authorized to fully manage the adjustments of the earnings distribution table and other related matters while maintaining the same dividends yield for shareholders.
-
The Company's 2025 cash dividend distribution is as follows:
| Board of Directors meeting date (Year/Month/Day) | Date of distribution (Year/Month/Day) | Cash dividend per share (NT$) | Total cash dividend amount (NT$) | |
|---|---|---|---|---|
| 2025 | March 10, 2026 | May 8, 2026 | 1.0 | 53,446,888 |
V. Report on the correlation between the policy on Directors' Remuneration, the description and amount of individual remuneration, and the Evaluation result for 2025, for your kind inspection.
MSM MATERIAL SCIENCE SERVICE
-
Except as otherwise provided by laws and The Company's Articles of Incorporation, the remuneration payment for The Company's Directors shall be handled in accordance with the "Remuneration Payment Plan for Directors and Managerial Officers." The total amount of remuneration payment for Directors shall be handled in accordance with Article 17 of The Company's Articles of Incorporation.
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The overall performance of the Company's Board of Directors, functional committees, and individual board members is evaluated once a year in accordance with the "Director and Managerial Officers Performance Evaluation Measures." The evaluation result is submitted to the Remuneration Committee as a reference for the deliberation of the directors' remuneration distribution proposal, and then reported to the Board of Directors for discussion according to the resolution.
-
The correlation between the policy on Directors' Remuneration, the description and amount of individual remuneration, and the Evaluation result, please refer to page 11, Attachment 3.
【Ratification Items】
First proposal.
(Proposed by the Board)
Proposal: 2025 Business Report and Financial Statements Description:
Description:
1. The individual and consolidated financial statements for the year 2025 of the Company were approved by the Board of Directors on March 10, 2026, and have been audited by accountants Chung-Cheng Chen and Li-Wei Liu from Deloitte & Touche. The aforesaid statements and business report have also been reviewed by the Audit Committee, with the Review Report presented.
2. 2025 Business Report, Auditor's Annual Review Report and Financial Statements, are attached as page 8, Attachment 1 and page 13 to 33, Attachment 4.
Resolution:
Second proposal.
(Proposed by the Board)
Proposal: Proposal of 2025 earning distribution, Please Approve.
Description: The Company's 2025 Earnings Distribution Table is as follows.
MSSCORPS CO., Ltd.
2025 Earnings Distribution Table
Unit: NT$
| Beginning undistributed earnings | 360,850,615 |
|---|---|
| Less: Net loss after tax for the period | (36,674,444) |
| Less: Legal reserve allocation | - |
| Less: Special reserve allocation | (6,942,880) |
| Distributable for the period | 317,233,291 |
| Distributions | |
| Shareholder cash dividend - NT$1 per share | 53,446,888 |
| Undistributed earnings at the end of the period | 263,786,403 |
Chairman: Chi-Lun Liu
President: Chi-Lun Liu
Accountant in Charge: Yu-Han Huang
Resolution:
【Extempore Motions】
MSM MATERIAL SCIENCE SERVICE
[Adjournment]
MSM MATERIAL SCIENCE & MOVEMENT COMPANY
Attachment I
MSSCORPS CO., Ltd. 2025 Business Report
I. 2025 Business Results
- Results of the Business Plan Implementation
The Company's operating revenue and net loss after tax for 2025 were NT$2,178,647,000 and (NT$36,674,000), representing an increase of 10.78% and a decrease of 156.45% compared to 2024. In 2025, the growth in R&D expenses for advanced semiconductor processes and advancements in process technology nodes led to increased demand for materials analysis, boosting overall revenue. However, depreciation expenses and labor costs rose due to the construction and equipment investment at the new factory area, as well as the promotion of overseas subsidiary businesses and talent cultivation, resulting in a net loss after tax.
-
Budget Implementation: the Company does not prepare the financial forecast disclosed publicly, and thus not applicable.
-
Financial Position and Profitability Analysis
Unit: NT$ thousand
| Item | 2024 | 2025 | Increased (Decreased) Percentage | ||
|---|---|---|---|---|---|
| Financial Income and Expenses | Operating revenue | 1,966,669 | 2,178,647 | 10.78% | |
| Gross profit before unrealized gross profit on sales to subsidiaries | 524,262 | 516,261 | (1.53%) | ||
| Net profit after tax | 64,963 | (36,674) | (156.45%) | ||
| Return on Assets (ROA) | 1.87% | 0.05% | (97.33%) | ||
| Return on Equity (ROE) | 2.27% | (1.19%) | (152.42%) | ||
| Profitability Analysis | Percentage to the paid-in capital (%) | Operating profit | 26% | 10.79% | (58.5%) |
| Net income before tax | 21.72% | 2.22% | (89.78%) | ||
| Net profit margin | 3.30% | (1.68%) | (150.91%) | ||
| Earnings per share (before distribution) (NT$) | 1.34 ̅n | (0.71) ̅n | (152.99%) |
- Research and Development Status
The Company aspires to be a global leader in professional materials analysis technology. Over the years, it has consistently invested in research and development, with R&D expenses for 2025 amounting to NT$86,273,000. Additionally, in terms of R&D achievements, by the end of 2025, the Company had secured 24 registered trademarks, 29 invention patents, 15 pending invention patents, and several trade secrets. It continues to expand its patent portfolio both domestically and internationally. These patents are core inventions in the analytical and testing industry, creating high barriers to entry for competitors in materials analysis (MA) and failure analysis (FA) technologies. The Company plans to develop more analytical patents in the future, providing clients with the most advanced analysis techniques to shorten their R&D timelines. It positions itself as an indispensable R&D partner in the development of advanced process nodes.
II. 2026 Operational Summary
- Operating Guidelines and Implementation Summary
Since founding, the Company has cultivated material analytical technologies for the semiconductor advanced process, and provided the analytic reports with consistent quality and data-precise to the global semiconductor customers, shortening the clients' R&D timeline. In 2025, the Company added new factory areas in SAC, Silicon Valley in the USA, Kawasaki in Japan, and Shenzhen in mainland China, which is expected to enhance the material analysis capacity for advanced processes. This is anticipated to steadily increase the Company's operational scale, thereby creating more shareholder value.
- Key Production and Sales Policies
(1) Continuously developing more advanced analytical working method services, to satisfy customers' demands for the analytic and inspections during the R&D of advanced processes, with the
MSM MATERIAL SCIENCE & MOVEMENT SERVICES
improvement of the customers' stickiness, to form the long-term partnership with cooperation and reliance.
(2) The Company will continue to cooperate with American AI clients to expand the AI dedicated area within the Zhubei 1 Plant. The "Silicon Photonics Engineering Division" was officially established at the operations headquarters, and the business model was extended from solely "testing and analysis services" to include "equipment sales." Our independently developed and assembled silicon photonics analysis equipment not only continues to provide measurement and analysis for clients' R&D projects but also meets the needs of clients for mass production (PD) and quality assurance (QA) by assembling and selling silicon photonics testing equipment. Equipment sales are expected to begin contributing to revenue starting from the second half of 2026 as clients enter the mass production phase.
III. Effects of the Competitive Environment, Regulatory Environment and Overall Operating Environment
1. Competitive Status
As we approach the era of advanced process technology nodes below a few nanometers, the manufacturing of a single chip has evolved from involving hundreds of processes to a complex array consisting of thousands. The challenge in semiconductor manufacturing lies in the precision required for each process step, where minor issues can drastically affect yield rates. Thus, materials analysis plays an indispensable role in the R&D process, as it is essential for evaluating the quality of materials at each step. Among these steps, numerous critical processes heavily rely on extensive Transmission Electron Microscopy (TEM) analysis services to scrutinize data, coupled with quantitative analysis to validate process stability and yield optimization results. However, the equipment itself is not the primary issue. The crux lies in whether specialized analytical and testing companies can develop analytical methodologies that accommodate the materials, structures, and compositions required by clients' cutting-edge process technologies, providing corresponding analytical services. This represents a significant competitive barrier; the ability to mass-produce consistent and accurate analytical reports in a short period represents another technical hurdle, forming a crucial development niche for The Company in the field of advanced process materials analysis.
2. Regulatory Environment
The Company complies with the ethical management philosophy, and thorough implementation of the committed principles is one of the key Company's policies. Therefore, our operation always has the premises of compliance, ethics, and corporate social responsibility. Other than monitoring and collecting the movements in the economic and political environment as well as regulations at home and abroad all the time, the internal management procedures and regulations are established, updated, and adjusted in the timely manner, to respond and adjust the operating strategies any time.
3. Overall Operating Environment
Our company primarily serves industries including upstream, midstream, and downstream semiconductor sectors, as well as the optoelectronics and networking industries. As the analysis and testing industry is a crucial component of the semiconductor supply chain, the overall market for the analysis industry is significantly influenced by the R&D expenditures in the semiconductor sector. This is particularly relevant in the areas of advanced semiconductor process evolution, advanced IC packaging technology, and AI chips development. In 2025, with the increased focus on silicon photonics chip analysis, our company has achieved substantial results following years of client-driven R&D. Looking forward to the continued rise in semiconductor industry trends and AI and silicon photonics-related applications in 2026, it will be beneficial for the development of the overall operating environment.
IV. The Company's Future Development Strategies
The semiconductor industry has already become a key industry supported by various countries. The Company plays the role of "navigator" essential to the advanced processes in the semiconductor industry, or the locomotive of the R&D of the advanced processes, accelerating the R&D paces of the advanced processes for the semiconductor manufacturers, assisting them to win the early chances in the global advanced process competition, and becoming the key but unseen driver enabling the semiconductor advanced process to lead the world continuously.
Chairman: Chi-Lun Liu
President: Chi-Lun Liu
Accountant in Charge: Yu-Han Huang
Attachment II
Audit Committee's Review Report of MSSCORPS CO., Ltd.
The Board of Directors has submitted the Company's 2025 Business Report, financial statements, and profit distribution proposal. The financial statements for 2025 have been audited by accountants Chung-Cheng Chen and Li-Wei Liu from Deloitte Taiwan, appointed by the Board of Directors. An audit report has been issued. The Audit Committee has reviewed and found no discrepancies. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, a report has been prepared and submitted for review.
Sincerely yours,
Annual Meeting of Shareholders in 2026 of MSSCORPS CO., Ltd.
Convener of the Audit Committee: Hung-Chang Yuan
March 30, 2026
Attachment III
Report on the correlation between the policy on Directors' Remuneration, the description and amount of individual remuneration, and the Evaluation result.
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Except as otherwise provided by laws and The Company's Articles of Incorporation, the remuneration payment for The Company's Directors shall be handled in accordance with the "Remuneration Payment Plan for Directors and Managerial Officers." The total amount of remuneration payment for Directors shall be handled in accordance with Article 17 of The Company's Articles of Incorporation.
-
The overall performance of the Company's Board of Directors, functional committees, and individual board members is evaluated once a year in accordance with the "Director and Managerial Officers Performance Evaluation Measures." The evaluation result is submitted to the Remuneration Committee as a reference for the deliberation of the directors' remuneration distribution proposal, and then reported to the Board of Directors for discussion according to the resolution; the performance evaluation items include the understanding of company goals and tasks, understanding of directors' responsibilities, level of participation in company operations, communication and management of internal relationships, professional development and continuous education, as well as internal control and compliance with relevant regulations. The self-evaluation scores of each Director and the overall status of operation of the Board of Directors this year are both good. The distribution of individual directors' remuneration is proposed to be based on the principle of average distribution over the term of office.
11
MS
MATERIAL
SCIENCE
SERVICE
December 31, 2025
Unit: WTS Measured, %
| Title | Name | Director/ Remuneration | A. B. C. and D in a % of the Net Loss After Tax | Remuneration for a Consumer Position as an Employee | Total of A. B. C. D. U. F and G in a % of the Net Loss After Tax | Remuneration Data Received from the Department of Finance and Finance Company |
|---|---|---|---|---|---|---|
| Bene Remuneration (A) | Inventories and Pensions (B) | Remuneration for Directors (C) | Business Executive Expenses (D) | Salary, Bonus, Allowance (E) | Inventories and Pension (F) | The Company |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| Director | Bene Blue Investment Co., Ltd. | - | - | - | - | - |
| Bankersport Co., Ltd. | - | - | - | - | - | - |
| Bankersport Co., Ltd. | - | - | - | - | - | - |
| Bain Star Investment Co., Ltd. | - | - | - | - | - | - |
| Bain Star Investment Co., Ltd. | - | - | - | - | - | - |
| Bain Star Investment Co., Ltd. | - | - | - | - | - | - |
| Total Net Income (1), 1st Remuneration, 2nd, 3rd, 4th, 5th, 6th, 7th, 8th, 9th, 10th, 11th, 12th, 13th, 14th, 15th, 16th, 17th, 18th, 19th, 20th, 21st, 22nd, 23rd, 24th, 25th, 26th, 27th, 28th, 29th, 30th, 31st, 32th, 33rd, 34th, 35th, 36th, 37th, 38th, 39th, 40th, 41st, 42th, 43rd, 44th, 45th, 46th, 47th, 48th, 49th, 50th, 51st, 52th, 53rd, 54th, 55th, 56th, 57th, 58th, 59th, 60th, 61st, 62th, 63rd, 64th, 65th, 66th, 67th, 68th, 69th, 70th, 71st, 72th, 73rd, 74th, 75th, 76th, 77th, 78th, 79th, 80th, 81st, 82th, 83rd, 84th, 85th, 86th, 87th, 88th, 89 |
MSS MATERIAL SCIENCE SERVICE
Attachment III
Auditor's Annual Review Report
To MSSCORPS CO., Ltd.'s shareholders:
Audit opinion
The Individual Balance Sheet of MSSCORPS CO., Ltd. as of December 31, 2025 and 2024, and the Individual Statement of Comprehensive Income, Individual Statement of Changes in Equity, Individual Cash Flow Statement, and Notes to the Individual Financial Statements (including the summary of significant accounting policies) from January 1 to December 31, 2025 and 2024, have been audited by us.
In our opinion, the aforementioned individual financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and adequately present the financial status of MSSCORPS CO., Ltd. as of December 31, 2025 and 2024, as well as the individual financial performance and individual cash flow from January 1 to December 31, 2025 and 2024.
Basis for Audit Opinion
The auditor conducted the audit in accordance with the CPA's financial statement audit and attestation regulations and auditing standards. The responsibilities under these standards will be further explained in the section on the responsibility of the auditor for the audit of the individual financial statements. The personnel of the firm to which the CPA belongs, subject to independence regulations, have maintained an impartial independence with MSSCORPS CO., Ltd. in accordance with the Code of Ethics for Professional Accountants and have fulfilled other responsibilities under these regulations. The auditor believes that sufficient and appropriate audit evidence has been obtained to provide a basis for the audit opinion.
Key audit matters
Key audit matters are those matters which, in our professional judgement, were of most significance in the audit of the individual financial statements of MSSCORPS CO., Ltd. for the year 2025. These matters have been addressed in the context of the audit of the individual financial statements as a whole and in forming the audit opinion, and the auditor does not provide a separate opinion on these matters.
MSS MATERIAL SCIENCE SERVICE
Key audit matters are stated as follows for the individual financial statements of MSSCORPS CO., Ltd. for the year 2025:
The authenticity of the occurrence of operating revenue from specific customers.
The operating revenue of MSSCORPS CO., Ltd. for the year 2025 was NT$1,656,292 thousand, an increase of approximately 3% compared to the operating revenue for the year 2024. Among the key customers, those with a sales amount whose revenue growth rate was higher than the overall revenue growth rate or who had a longer turnover period (excluding subsidiaries), their total operating revenue accounted for about 20% of the consolidated operating revenue. The impact on the individual financial statements is significant. Therefore, our accountant considers the main risk to be the authenticity of the operating revenue arising from key customers with significant annual sales amounts whose revenue growth rate was higher than the overall revenue growth rate or who had a longer turnover period, and it has been included as a key audit matter for the individual financial statements for the year. For an explanation of the revenue recognition policies, please refer to Notes to the Individual Financial Statements, Four.
The audit procedures performed by the accountant included:
- The auditor understands the internal control systems and operational procedures related to the sales cycle, and designs audit procedures related to internal control in response to the recognition of operating revenue, in order to confirm and evaluate the effectiveness of the design and execution of relevant internal control operations during sales transactions.
- Obtain the 2025 list of the aforementioned clients, and assess whether their relevant background, transaction amount, and credit limits are reasonable in relation to the size of their company.
- The auditor selected samples from the revenue details of the aforementioned customers, reviewed documents such as the customer's basic information form, service order, customer acceptance confirmation letter, sales invoice, and receipt vouchers, and conducted a trend analysis of accounts receivable and operating revenue changes to ensure the authenticity of the occurrence of operating revenue.
The responsibilities of the management and those charged with governance for the individual financial statements.
The management is responsible for preparing individual financial statements that are properly presented in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for maintaining the necessary internal control related to the
preparation of the individual financial statements to ensure that they are free from material misstatement, whether due to fraud or error.
In preparing the individual financial statements, the management's responsibilities also include assessing MSSCORPS CO., Ltd.'s ability to continue as a going concern, the disclosure of related matters, and the adoption of the going concern accounting basis, unless the management intends to liquidate MSSCORPS CO., Ltd. or cease operations, or has no realistic alternative but to do so.
The governance unit of MSSCORPS CO., Ltd. (including the Audit Committee) is responsible for overseeing the financial reporting process.
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The responsibilities under these standards will be further explained in the section on the responsibility of the auditor for the audit of the individual financial statements.
The purpose of the auditor's examination of the individual financial statements is to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards cannot guarantee that all material misstatements within the individual financial statements will be detected. Misstatements may result from fraud or error. If individual amounts or aggregates of misstatements could reasonably be expected to influence the economic decisions of users of the individual financial statements, they are considered to be material.
The auditor exercised professional judgment and maintained professional skepticism while conducting the audit in accordance with auditing standards. The accountant also performed the following tasks:
- Identify and assess the risks of material misstatement of the individual financial statements, whether due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to provide a basis for the audit opinion. Due to the possible involvement of collusion, forgery, intentional omissions, misstatements, or overriding of Internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error.
- Obtain an understanding of Internal control relevant to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Internal control of MSSCORPS CO., Ltd.
- Evaluate the appropriateness of the accounting policies used by The management and the reasonableness of their accounting estimates and related disclosures.
- Based on the audit evidence obtained, conclude on the appropriateness of the management's use of the going concern accounting basis and whether a material uncertainty exists related to events or conditions that may cast significant doubt on MSSCORPS CO., Ltd.'s ability to continue as a going concern. If the auditor believes that there is significant uncertainty regarding such events or conditions, they must draw the attention of the users of the
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individual financial statements to the related disclosures in the audit report, or modify the audit opinion if such disclosures are deemed inappropriate. The conclusion of the auditor is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause MSSCORPS CO., Ltd. to cease to have the ability to continue as a going concern.
- Evaluate the overall presentation, structure, and content of the individual financial statements (including the related notes), and whether the individual financial statements appropriately reflect the related transactions and events.
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- Obtain sufficient and appropriate audit evidence on the financial information of the components within MSSCORPS CO., Ltd. to express an opinion on the individual financial statements. The accountant is responsible for directing, supervising, and executing the audit engagement, and for forming the Audit Opinion for MSSCORPS CO., Ltd.
The matters communicated by the auditor to the governance unit include the planned audit scope and time, as well as significant audit findings (including significant deficiencies in internal control identified during the audit process).
The auditor also provides to the governance unit a statement that the personnel of the firm to which the auditor belongs have complied with the independence requirements of the Code of Ethics for Accountants, and communicates with the governance unit all relationships and other matters that could be perceived to affect the auditor's independence (including related safeguards).
From the matters communicated with the governance unit, our accountant determined the key audit matters in the audit of the individual financial statements of MSSCORPS CO., Ltd. for the year 2025. The auditor describes these matters in the audit report unless law prohibits public disclosure of specific issues, or in extremely rare circumstances, the auditor decides not to communicate specific matters in the audit report when the reasonably expected negative consequences of such communication outweigh the public interest benefits.
Deloitte Taiwan
CPA Chung-Cheng Chen
CPA Li-Wei Liu
Financial Supervisory Commission Approval Number
Jin-Guan-Zheng-Shen-Zi No. 1040024195
Financial Supervisory Commission Approval Number
Jin-Guan-Zheng-Shen-Zi No. 1110348898
March 30, 2026
MS
MSSCORPS CO., Ltd.
Individual Balance Sheet
December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and Cash Equivalents (Notes Four and Six) | $ 454,268 | 7 | $ 328,345 | 6 |
| 1110 | Financial Assets at Fair Value Through Profit or Loss - Current (Notes Four, Seven, and Sixteen) | 900 | - | - | - |
| 1150 | Notes Receivable (Notes Four, Nine, and Twenty) | 1,346 | - | 2,973 | - |
| 1170 | Accounts Receivable (Notes Four, Nine, and Twenty) | 513,051 | 8 | 525,000 | 9 |
| 1180 | Accounts Receivable - Relationship with the endorser/guarantor (Note Four, Twenty, and Twenty-Nine) | 5,571 | - | 6,514 | - |
| 1200 | Other Receivables (Notes Four and Nine) | 679 | - | - | - |
| 1210 | Other Receivables - Relationship with the endorser/guarantor (Note Four, Twenty-Six, and Twenty-Nine) | 48,509 | 1 | - | - |
| 1220 | Current income tax assets (Note Four) | 26,975 | 1 | 24,934 | - |
| 1410 | Prepayments (Note Fourteen) | 88,973 | 2 | 94,084 | 2 |
| 11XX | Total Current Assets | 1,140,272 | 19 | 981,850 | 17 |
| Non-current Assets | |||||
| 1510 | Financial Assets at Fair Value Through Profit or Loss - Non-Current (Notes Four and Seven) | 30,977 | 1 | 21,554 | - |
| 1517 | Financial Assets at Fair Value Through Other Comprehensive Income - Non-Current (Notes Four and Eight) | - | - | - | - |
| 1550 | Investments Accounted for Using the Equity Method (Note Four and Ten) | 1,924,035 | 31 | 1,656,857 | 28 |
| 1600 | Property, Plant And Equipment (Note Four, Eleven, Twenty-Nine, and 30) | 2,524,144 | 41 | 2,725,770 | 47 |
| 1755 | Right-of-use assets (Notes Four and Twelve) | 159,883 | 3 | 195,985 | 3 |
| 1780 | Other Intangible Assets (Notes Four and Thirteen) | 3,731 | - | 8,420 | - |
| 1840 | Deferred Income Tax Assets (Notes Four and Twenty-Two) | 80,336 | 1 | 49,329 | 1 |
| 1900 | Other Non-current Assets (Notes Four and Fourteen) | 268,181 | 4 | 223,681 | 4 |
| 15XX | Total Non-current Assets | 4,991,287 | 81 | 4,881,596 | 83 |
| 1XXX | Total Assets | $ 6,131,559 | 100 | $ 5,863,446 | 100 |
| C o d e L i a b i l i t i e s a n d E q u i t y | |||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes Four and Fifteen) | $ 205,000 | 3 | $ - | - |
| 2120 | Financial Liabilities at Fair Value Through Profit or Loss - Current (Note Four, Seven, Sixteen, and Twenty-six) | - | - | 700 | - |
| 2130 | Contract Liabilities - Current (Notes Four and Twenty) | 10,819 | - | 12,756 | - |
| 2150 | Notes Payable | 20 | - | - | - |
| 2170 | Accounts Payable | 42,760 | 1 | 26,902 | - |
| 2200 | Other Payables (Notes Seventeen and Twenty-six) | 348,182 | 6 | 265,145 | 5 |
| 2230 | Current income tax liabilities (Note Four) | - | - | 5,050 | - |
| 2280 | Lease Liabilities - Current (Notes Four and Twelve) | 38,477 | - | 50,711 | 1 |
| 2313 | Deferred Revenue - Current (Notes Four, Seventeen, and Twenty-Five) | 3,177 | - | 4,044 | - |
| 2321 | Corporate bonds maturing within one year or operating cycle or with executory put option (Notes Four, Sixteen, and Twenty-Six) | 479,859 | 8 | - | - |
| 2322 | Long-term borrowings maturing within one year or operating cycle (Notes Four, Fifteen, Twenty-Five, and Thirty) | 289,463 | 5 | 148,268 | 3 |
| 2365 | Refund Liabilities - Current (Notes Four, Seventeen, and Twenty) | 85,106 | 1 | 52,375 | 1 |
| 2399 | Other Current Liabilities (Note Seventeen) | 10,551 | - | 10,235 | - |
| 21XX | Total Current Liabilities | 1,513,414 | 24 | 576,186 | 10 |
| Non-Current Liabilities | |||||
| 2530 | Corporate Bonds Payable (Notes Four, Sixteen, and Twenty-Six) | - | - | 467,898 | 8 |
| 2540 | Long-term borrowings (Notes Four, Fifteen, Twenty-Five, and Thirty) | 1,328,658 | 22 | 1,419,530 | 24 |
| 2580 | Lease Liabilities - Non-current (Notes Four and Twelve) | 126,532 | 2 | 149,961 | 2 |
| 2570 | Deferred Income Tax Liabilities (Notes Four and Twenty-Two) | 116,155 | 2 | 92,540 | 2 |
| 2630 | Deferred Revenue - Non-current (Notes Four, Seventeen, and Twenty-Five) | 6,154 | - | 8,919 | - |
| 25XX | Total Non-current Liabilities | 1,577,499 | 26 | 2,138,848 | 36 |
| 2XXX | Total Liabilities | 3,090,913 | 50 | 2,715,034 | 46 |
| Equity (Note Four and Nineteen) | |||||
| Share Capital | |||||
| 3110 | Common stock | 517,819 | 9 | 517,812 | 9 |
| 3140 | Share Capital Received in Advance | - | - | 7 | - |
| 3100 | Total Share Capital | 517,819 | 9 | 517,819 | 9 |
| 3200 | Capital Surplus | 2,033,709 | 33 | 2,033,709 | 35 |
| Retained earnings | |||||
| 3310 | Legal reserve allocation | 171,884 | 3 | 165,388 | 3 |
| 3320 | Special reserve allocation | - | - | 16,972 | - |
| 3350 | Undistributed earnings | 324,177 | 5 | 402,157 | 7 |
| 3300 | Total Retained Earnings | 496,061 | 8 | 584,517 | 10 |
| 3400 | Other Equity Interests | (6,943) | - | 12,567 | - |
| 3XXX | Total Equity | 3,040,646 | 50 | 3,148,412 | 54 |
| Total Liabilities and Equity | $ 6,131,559 | 100 | $ 5,863,446 | 100 |
The accompanying notes are an integral part of these individual financial statements.
Chairman: Chi-Lun Liu
Managerial officers: Chi-Lun Liu
Accounting Supervisor: Yu-Han Huang
MSSCORPS CO., Ltd.
Individual Statement of Comprehensive Income
From January 1 to December 31, 2025 and 2024
Unit: NT$ Thousand, however, earnings (loss) per share are in NT$.
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4600 | Operating revenue | ||||
| Service Revenue (Note Four, Twenty, and Twenty-Nine) | $ 1,656,292 | 100 | $ 1,614,016 | 100 | |
| 5600 | Operating costs. | ||||
| Service Costs (Note Twenty-One, Twenty-Four, and Twenty-Nine) | (1,493,367) | (90) | (1,347,942) | (83) | |
| 5900 | Gross profit before unrealized gross profit on sales to subsidiaries | 162,925 | 10 | 266,074 | 17 |
| Operating Expenses (Notes Nine, Twenty-One, and Twenty-Four) | |||||
| 6100 | Selling expenses | (46,608) | (3) | (41,897) | (3) |
| 6200 | Administrative expenses | (213,202) | (13) | (198,705) | (12) |
| 6300 | Research and development expenses | (62,891) | (4) | (60,525) | (4) |
| 6450 | Expected credit loss | - | - | - | - |
| 6000 | Total Operating Expenses | (322,701) | (20) | (301,127) | (19) |
| Net operating loss | (159,776) | (10) | (35,053) | (2) | |
| 6900 | Non-operating income and expenses (Note Four, Sixteen, Twenty-One, Twenty-Five, and Twenty-Nine) | ||||
| Interest income | 2,945 | - | 4,272 | - | |
| 7100 | Other income | 6,654 | 1 | 7,315 | 1 |
| 7010 | Other gains and losses | 31,956 | 2 | 17,881 | 1 |
(Continued on the next page)
(Continued on the next page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7050 | Finance cost | ($ 48,898) | ( 3 ) | ($ 37,494) | ( 2 ) |
| 7070 | Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method. | 135,791 | 8 | 136,205 | 8 |
| 7000 | Total Non-operating income and expenses | 128,448 | 8 | 128,179 | 8 |
| 7900 | Net profits (or loss) before tax from continuing operations | ( 31,328 ) | ( 2 ) | 93,126 | 6 |
| 7950 | Income tax expenses (Notes Four and Twenty-Two) | ( 5,346 ) | - | ( 28,163 ) | ( 2 ) |
| 8200 | Net profit (loss) for the year | ( 36,674 ) | ( 2 ) | 64,963 | 4 |
| Other Comprehensive Income (Notes Four, Nineteen, and Twenty-Two) | |||||
| 8360 | Items that may be reclassified to profit or loss subsequently: | ||||
| 8361 | Exchange differences resulting from the translation of financial statements of overseas operating entities. | ( 24,137 ) | ( 1 ) | 36,674 | 2 |
| 8399 | Income tax related to items that may be reclassified | 4,827 | - | ( 7,335 ) | - |
| 8300 | Other comprehensive income for the year (net after tax) | ( 19,310 ) | ( 1 ) | 29,339 | 2 |
| 8500 | Total comprehensive income for the year | ($ 55,984 ) | ( 3 ) | $ 94,302 | 6 |
| Earnings (Loss) Per Share (Note Twenty-Three) | |||||
| From continuing operations | |||||
| 9710 | Basic | ($ 0.71 ) | $ 1.34 | ||
| 9810 | dilution | ($ 0.71 ) | $ 1.34 |
The accompanying notes are an integral part of these individual financial statements.
Managerial officers: Chi-Lun Liu
Accounting Supervisor: Yu-Han Huang
MS
MATERIAL
SCIENCE
SERVICE
MSSCORPS CO., Ltd.
Individual Statement of Changes in Equity
From January 1 to December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Share Capital | Capital Surplus | Retained earnings | Unrealized valuation gains and losses of Financial Assets at Fair Value Through Other Comprehensive Income | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Common stock share capital | Share Capital Received in Advance | Legal reserve allocation | Special reserve allocation | Undistributed earnings | |||||
| A1 | Balance as of January 1, 2024 | $ 467,812 | $ - | $ 1,385,494 | $ 139,260 | $ 5,671 | $ 585,138 | ($ 12,722) | ($ 4,250) |
| Appropriation and Distribution of 2023 Earnings (Note Nineteen) | |||||||||
| B1 | Legal reserve allocation | - | - | - | 26,128 | - | ( 26,128 ) | - | - |
| B3 | Special reserve allocation | - | - | - | - | 11,301 | ( 11,301 ) | - | - |
| B5 | Shareholder cash dividend | - | - | - | - | - | ( 210,515 ) | - | ( 210,515 ) |
| Changes in Other Capital Surplus: | |||||||||
| C5 | The changes in the equity component of issued convertible bonds (Notes Sixteen and Nineteen) | - | - | 81,707 | - | - | - | - | 81,707 |
| N1 | Recognition of Compensation Costs for Employee Stock Options (Notes Nineteen and Twenty-Four) | - | - | 17,421 | - | - | - | - | 17,421 |
| E1 | Capital Increase in Cash (Note Nineteen) | 50,000 | - | 549,000 | - | - | - | - | 599,000 |
| I1 | Convertible bond conversion into common stock (Notes Sixteen and Nineteen) | - | 7 | 87 | - | - | - | - | 94 |
| D1 | Net profit for the year 2024 | - | - | - | - | - | 64,963 | - | 64,963 |
| D3 | Other comprehensive income after tax for the year 2024 | - | - | - | - | - | - | 29,339 | 29,339 |
| D5 | Total comprehensive income for the year 2024 | - | - | - | - | - | 64,963 | 29,339 | 94,302 |
| Z1 | Balance as of December 31, 2024 | 517,812 | 7 | 2,033,709 | 165,388 | 16,972 | 402,157 | 16,617 | ( 4,250 ) |
| Appropriation and Distribution of 2024 Earnings (Note Nineteen) | |||||||||
| B1 | Legal reserve allocation | - | - | - | 6,496 | - | ( 6,496 ) | - | - |
| B3 | Special reserve allocation | - | - | - | - | ( 16,972 ) | 16,972 | - | - |
| B5 | Shareholder cash dividend | - | - | - | - | - | ( 51,782 ) | - | ( 51,782 ) |
| I1 | Convertible bond conversion into common stock (Notes Sixteen and Nineteen) | 7 | ( 7 ) | - | - | - | - | - | - |
| D1 | Net loss for the year 2025 | - | - | - | - | - | ( 36,674 ) | - | ( 36,674 ) |
| D3 | Other comprehensive income after tax for the year 2025 | - | - | - | - | - | - | ( 19,310 ) | ( 19,310 ) |
| D5 | Total comprehensive income for the year 2025 | - | - | - | - | - | ( 36,674 ) | ( 19,310 ) | ( 55,984 ) |
| Z1 | Balance as of December 31, 2025 | $ 517,819 | $ - | $ 2,033,709 | $ 171,884 | $ - | $ 324,177 | ($ 2,693) | ($ 4,250) |
MSSCORPS CO., Ltd.
Individual Cash Flow Statement
From January 1 to December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | Cash flow from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Net profit (or loss) before tax for the year | ($ 31,328) | $ 93,126 |
| A20010 | Expense and Loss Item: | ||
| A20100 | Depreciation expenses | 709,687 | 631,811 |
| A20200 | Amortization expenses | 4,689 | 4,784 |
| A20400 | Net gain on financial assets/liabilities at fair value through profit or loss | ( 3,523) | ( 2,087) |
| A20900 | Finance cost | 48,898 | 37,494 |
| A21200 | Interest income | ( 2,945) | ( 4,272) |
| A21900 | Recognition of Compensation Costs for Employee Stock Options | - | 17,421 |
| A22400 | Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method. | ( 135,791) | ( 136,205) |
| A22500 | Gain on disposal of property, plant and equipment | ( 22,251) | ( 15,199) |
| A24100 | Foreign exchange net loss (gain) | 3,815 | ( 4,947) |
| A29900 | Government subsidy income | ( 3,954) | ( 3,967) |
| A29900 | Unrealized gain on the sale of assets | 21,012 | - |
| A29900 | Realized gain on the sale of assets | ( 1,244) | ( 1,244) |
| A30000 | Net Changes in Operating Assets and Liabilities | ||
| A31130 | Notes Receivable | 1,627 | ( 2,544) |
| A31150 | Accounts Receivable (Notes Four, Nine, and Twenty) | 11,827 | ( 3,147) |
| A31160 | Accounts Receivable - Related Party | 835 | ( 6,496) |
| A31180 | Other Receivables (Notes Four and Nine) | ( 679) | 1,421 |
| A31230 | Prepayments (Note Fourteen) | ( 6,787) | ( 16,837) |
| A32125 | Contract Liabilities | ( 1,937) | ( 16,024) |
| A32130 | Notes Payable | 20 | - |
| A32150 | Accounts Payable | 15,858 | ( 6,353) |
| A32160 | Accounts Payable - Relationship with the endorser/guarantor | - | ( 55,021) |
| A32180 | Other Payables (Notes Seventeen and Twenty-six) | 8,892 | ( 22,572) |
| A32230 | Refund Liabilities | 32,731 | 12,596 |
| A32230 | Other Current Liabilities (Note Seventeen) | 316 | 1,048 |
| A33000 | Cash generated from operations | 649,768 | 502,786 |
| A33100 | Interest received | 2,945 | 4,272 |
| Code | 2025 | 2024 | |
|---|---|---|---|
| A33300 | Interest paid | ($ 31,166) | ($ 27,683) |
| A33500 | Income tax paid | ( 15,002) | ( 44,626) |
| AAAA | Net cash inflow from operating activities | 606,545 | 434,749 |
| Cash flow from investing activities | |||
| B00100 | Acquisition of Financial Assets at Fair Value Through Profit or Loss | ( 7,500) | ( 21,400) |
| B02700 | Acquisition of Property, Plant and Equipment | ( 412,852) | ( 1,221,648) |
| B02800 | Proceeds from disposal of property, plant and equipment | 203,780 | 114,636 |
| B03700 | Increase in security deposits | ( 1,054) | ( 9,970) |
| B03800 | Decrease in security deposits | 169 | 53 |
| B04300 | Increase in Other Receivables - Relationship with the endorser/guarantor (Note Four and Nine) | ( 394) | - |
| B04400 | Decrease in Other Receivables - Relationship with the endorser/guarantor | - | 12 |
| B04500 | Acquisition of Intangible Assets | - | ( 5,619) |
| B07100 | Increase in prepaid equipment payments | ( 131,681) | ( 116,339) |
| BBBB | Net cash outflow from investing activities | ( 349,532) | ( 1,260,275) |
| Cash flow from financing activities | |||
| C00100 | Increase in short-term borrowings | 205,000 | 450,000 |
| C00200 | Decrease in short-term borrowings | - | ( 450,000) |
| C01200 | Issuance of convertible bonds | - | 551,380 |
| C01600 | Obtain long-term borrowings | 290,000 | 971,000 |
| C01700 | Repayment of long-term borrowings | ( 245,126) | ( 331,767) |
| C04020 | Repayment of lease liabilities principal | ( 53,130) | ( 44,284) |
| C04500 | Dividend payment | ( 51,782) | ( 210,515) |
| C04600 | Capital increase in cash | - | 600,000 |
| C05400 | Acquisition of subsidiary equity | ( 287,160) | ( 814,464) |
| C05500 | Refund of capital reduction from the subsidiary | 14,693 | - |
| C09900 | Pay the cost of issuing new shares. | - | ( 1,000) |
| C09900 | Pay debt issuance costs. | - | ( 4,381) |
| CCCC | Net cash inflow (outflow) from financing activities | ( 127,505) | 715,969 |
| DDDD | The effect of changes in exchange rates on cash and cash equivalents. | ( 3,585) | 3,406 |
| EEEE | Net increase (decrease) in cash and cash equivalents | 125,923 | ( 106,151) |
| E00100 | Cash and cash equivalents balance at the beginning of the year. | 328,345 | 434,496 |
| E00200 | Cash and cash equivalents balance at the end of the year. | $ 454,268 | $ 328,345 |
Auditor's Annual Review Report
MSSCORPS CO., Ltd. Public Report:
Audit opinion
The Consolidated Balance Sheet of MSSCORPS CO., Ltd. and its subsidiaries (MSSCORPS Group) as of December 31, 2025 and 2024, as well as the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement for the periods from January 1 to December 31, 2025 and 2024, and the Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) have been audited by us.
In our opinion, the aforementioned consolidated financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretative announcements recognized and made effective by the Financial Supervisory Commission. They adequately present the consolidated financial status of the MSSCORPS Group as of December 31, 2025 and 2024, and the consolidated financial performance and consolidated cash flow for the periods from January 1 to December 31, 2025 and 2024.
Basis for Audit Opinion
The auditor conducted the audit in accordance with the CPA's financial statement audit and attestation regulations and auditing standards. The auditor's responsibilities under these standards are further explained in the section on the auditor's responsibilities for the audit of the consolidated financial statements. The personnel of the firm to which the accountant belongs, subject to independence regulations, have maintained an objective independence with the Panquan Group in accordance with the Code of Ethics for Accountants and fulfilled other responsibilities under these regulations. The auditor believes that sufficient and appropriate audit evidence has been obtained to provide a basis for the audit opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the MSSCORPS Group for the year 2025. These matters were addressed in the audit of the consolidated financial statements as a whole and in forming the audit opinion, and the auditor does not provide a separate opinion on these matters.
The key audit matters in the consolidated financial statements of the MSSCORPS Group for the year 2025 are outlined as follows:
The authenticity of the occurrence of operating revenue from specific customers.
The consolidated operating revenue of the MSSCORPS Group for the year 2025 was NT$2,178,647 thousand, with a consolidated revenue growth rate of approximately 11%. Among the major customers with significant sales amounts, those with a revenue growth rate higher than the Group's growth rate or longer turnover days accounted for approximately 33% of the consolidated operating revenue, which has a significant impact on the consolidated financial statements. Therefore, we consider the main risk to be the authenticity of the operating revenue arising from major customers whose annual sales amount is significant and whose revenue growth rate is higher than the Group's growth rate or have longer turnover days, and have included it as a key audit matter in the consolidated financial statements for this year. Please refer to Note Four of the Notes to the Consolidated Financial Statements for an explanation of the revenue recognition policy.
The audit procedures performed by the accountant included:
- The auditor understands the internal control systems and operational procedures related to the sales cycle, and designs audit procedures related to internal control in response to the recognition of operating revenue, in order to confirm and evaluate the effectiveness of the design and execution of relevant internal control operations during sales transactions.
- Obtain the 2025 list of the aforementioned clients, and assess whether their relevant background, transaction amount, and credit limits are reasonable in relation to the size of their company.
- The auditor selected samples from the revenue details of the aforementioned customers, reviewed documents such as the customer's basic information form, service order, customer acceptance confirmation letter, sales invoice, and receipt vouchers, and conducted a trend analysis of accounts receivable and operating revenue changes to ensure the authenticity of the occurrence of operating revenue.
Other matters
MSSCORPS CO., Ltd. has prepared the individual financial statements for Year 2025 and 2024, and an unqualified audit report has been issued by us for reference.
The responsibility of The management and the governing bodies for the consolidated financial statements
The responsibility of The management is to prepare consolidated financial statements that fairly present in accordance with the Regulations Governing the Preparation of Financial Reports by
Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretative announcements recognized and made effective by the Financial Supervisory Commission, and to maintain necessary Internal control related to the preparation of the consolidated financial statements to ensure that they are free from material misstatements, whether due to fraud or error.
In preparing the consolidated financial statements, the responsibility of The management also includes assessing the MSSCORPS Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern accounting basis unless The management either intends to liquidate the MSSCORPS Group or to cease operations, or has no realistic alternative but to do so.
The governing bodies of the MSSCORPS Group (including the Audit Committee) are responsible for overseeing the financial reporting process.
The auditor's responsibilities for the audit of the consolidated financial statements
The purpose of the auditor's audit of the consolidated financial statements is 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 audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards does not guarantee that a material misstatement in the consolidated financial statements will be detected. Misstatements may result from fraud or error. If individual amounts or aggregated totals of misstatements could reasonably be expected to influence the economic decisions of users of the consolidated financial statements, they are considered material.
The auditor exercised professional judgment and maintained professional skepticism while conducting the audit in accordance with auditing standards. The accountant also performed the following tasks:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to provide a basis for the audit opinion. Due to the possible involvement of collusion, forgery, intentional omissions, misstatements, or overriding of Internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error.
-
Obtain an understanding of internal control relevant to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the MSSCORPS Group's internal control.
-
Evaluate the appropriateness of the accounting policies used by The management and the reasonableness of their accounting estimates and related disclosures.
-
Based on the audit evidence obtained, conclude on the appropriateness of The management's use of the going concern accounting basis and whether a material uncertainty exists related to events or conditions that may cast significant doubt on the MSSCORPS Group's ability to continue as a going concern. If the auditor believes that such events or conditions exist with significant uncertainty, the auditor must draw the attention of the users of the consolidated financial statements to the related disclosures in the audit report or modify the audit opinion if such disclosures are inappropriate. The conclusion of the auditor is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the MSSCORPS Group to no longer have the ability to continue as a going concern.
-
Assess the overall presentation, structure, and description of the consolidated financial statements (including the related notes), and whether the consolidated financial statements fairly represent the relevant transactions and events.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The auditor is responsible for directing, supervising, and executing the group audit engagement and for forming the group audit opinion.
The matters communicated by the auditor to the governance unit include the planned audit scope and time, as well as significant audit findings (including significant deficiencies in internal control identified during the audit process).
The auditor also provides to the governance unit a statement that the personnel of the firm to which the auditor belongs have complied with the independence requirements of the Code of Ethics for Accountants, and communicates with the governance unit all relationships and other matters that could be perceived to affect the auditor's independence (including related safeguards).
28
From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the consolidated financial statements of the MSSCORPS Group for the year 2025. The auditor describes these matters in the audit report unless law prohibits public disclosure of specific issues, or in extremely rare circumstances, the auditor decides not to communicate specific matters in the audit report when the reasonably expected negative consequences of such communication outweigh the public interest benefits.
Deloitte Taiwan
CPA Chung-Cheng Chen
CPA Li-Wei Liu
Financial Supervisory Commission Approval Number
Jin-Guan-Zheng-Shen-Zi No. 1040024195
Financial Supervisory Commission Approval Number
Jin-Guan-Zheng-Shen-Zi No. 1110348898
MSS MATERIAL SERVICE
MSSCORPS CO., Ltd. and its subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and Cash Equivalents (Notes Four and Six) | $ 819,255 | 13 | $ 1,181,200 | 20 |
| 1110 | Financial Assets at Fair Value Through Profit or Loss - Current (Notes Four, Seven, and Sixteen) | 900 | - | - | - |
| 1150 | Notes Receivable (Notes Four, Nine, and Twenty) | 1,346 | - | 2,973 | - |
| 1170 | Accounts Receivable (Notes Four, Nine, and Twenty) | 712,348 | 11 | 676,973 | 11 |
| 1200 | Other Receivables (Notes Four and Nine) | 697 | - | 13 | - |
| 1220 | Current income tax assets (Note Four) | 45,080 | 1 | 29,387 | 1 |
| 1410 | Prepayments (Note Fourteen) | 168,288 | 3 | 124,069 | 2 |
| 11XX | Total Current Assets | 1,747,914 | 28 | 2,014,615 | 34 |
| Non-current Assets | |||||
| 1510 | Financial Assets at Fair Value Through Profit or Loss - Non-Current (Notes Four and Seven) | 30,977 | 1 | 21,554 | - |
| 1517 | Financial Assets at Fair Value Through Other Comprehensive Income - Non-Current (Notes Four and Eight) | - | - | - | - |
| 1600 | Property, Plant and Equipment (Notes Four, Eleven, and Thirty) | 3,891,854 | 62 | 3,336,764 | 56 |
| 1755 | Right-of-use assets (Notes Four and Twelve) | 187,168 | 3 | 228,092 | 4 |
| 1780 | Other Intangible Assets (Notes Four and Thirteen) | 8,011 | - | 13,450 | - |
| 1840 | Deferred Income Tax Assets (Notes Four and Twenty-Two) | 83,696 | 1 | 51,839 | 1 |
| 1900 | Other Non-current Assets (Notes Four and Fourteen) | 295,073 | 5 | 261,047 | 5 |
| 15XX | Total Non-current Assets | 4,496,779 | 72 | 3,912,746 | 66 |
| 1XXX | Total Assets | $ 6,244,693 | 100 | $ 5,927,361 | 100 |
| Code | Liabilities and Equity | ||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes Four and Fifteen) | $ 205,000 | 3 | $ - | - |
| 2120 | Financial Liabilities at Fair Value Through Profit or Loss - Current (Notes Four, Seven, and Sixteen) | - | - | 700 | - |
| 2130 | Contract Liabilities - Current (Notes Four and Twenty) | 20,495 | - | 16,386 | - |
| 2150 | Notes Payable | 20 | - | - | - |
| 2170 | Accounts Payable | 43,056 | 1 | 26,968 | - |
| 2200 | Other Payables (Notes Seventeen and Twenty-six) | 399,069 | 6 | 288,018 | 5 |
| 2230 | Current income tax liabilities (Note Four) | 8,872 | - | 5,050 | - |
| 2280 | Lease Liabilities - Current (Notes Four and Twelve) | 51,094 | 1 | 63,810 | 1 |
| 2313 | Deferred Revenue - Current (Notes Four, Seventeen, and Twenty-Five) | 3,177 | - | 4,044 | - |
| 2321 | Corporate bonds maturing within one year or operating cycle or with executory put option (Notes Four, Sixteen, and Twenty-Six) | 479,859 | 8 | - | - |
| 2322 | Long-term borrowings maturing within one year or operating cycle (Notes Four, Fifteen, Twenty-Five, and Thirty) | 289,463 | 5 | 148,268 | 3 |
| 2365 | Refund Liabilities - Current (Notes Four, Seventeen, and Twenty) | 85,106 | 1 | 52,375 | 1 |
| 2399 | Other Current Liabilities (Note Seventeen) | 12,629 | - | 10,504 | - |
| 21XX | Total Current Liabilities | 1,597,840 | 25 | 616,123 | 10 |
| Non-Current Liabilities | |||||
| 2530 | Corporate Bonds Payable (Notes Four, Sixteen, and Twenty-Six) | - | - | 467,898 | 8 |
| 2540 | Long-term borrowings (Notes Four, Fifteen, Twenty-Five, and Thirty) | 1,328,658 | 22 | 1,419,530 | 24 |
| 2570 | Deferred Income Tax Liabilities (Notes Four and Twenty-Two) | 134,547 | 2 | 102,263 | 2 |
| 2580 | Lease Liabilities - Non-current (Notes Four and Twelve) | 136,848 | 2 | 164,216 | 3 |
| 2630 | Deferred Revenue - Non-current (Notes Four, Seventeen, and Twenty-Five) | 6,154 | - | 8,919 | - |
| 25XX | Total Non-current Liabilities | 1,606,207 | 26 | 2,162,826 | 37 |
| 2XXX | Total Liabilities | 3,204,047 | 51 | 2,778,949 | 47 |
| Equity attributable to owners of The Company (Notes Four and Nineteen) | |||||
| Share Capital | |||||
| 3110 | Common stock | 517,819 | 8 | 517,812 | 9 |
| 3140 | Share Capital Received in Advance | - | - | 7 | - |
| 3100 | Total Share Capital | 517,819 | 8 | 517,819 | 9 |
| 3200 | Capital Surplus | 2,033,709 | 33 | 2,033,709 | 34 |
| Retained earnings | |||||
| 3310 | Legal reserve allocation | 171,884 | 3 | 165,388 | 3 |
| 3320 | Special reserve allocation | - | - | 16,972 | - |
| 3350 | Undistributed earnings | 324,177 | 5 | 402,157 | 7 |
| 3300 | Total Retained Earnings | 496,061 | 8 | 584,517 | 10 |
| 3400 | Other Equity Interests | ( 6,943 ) | - | 12,367 | - |
| 3XXX | Total Equity | 3,040,646 | 49 | 3,148,412 | 53 |
| Total Liabilities and Equity | $ 6,244,693 | 100 | $ 5,927,361 | 100 |
The attached notes are an integral part of these consolidated financial statements.
MSSCORPS CO., Ltd. and its subsidiaries
Consolidated Statement of Comprehensive Income
Unit: NT$ Thousand, however, earnings (loss) per share are in NT$.
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4600 | Operating revenue | ||||
| Service Revenue (Notes Four and Twenty) | $ 2,178,647 | 100 | $ 1,966,669 | 100 | |
| 5600 | Operating costs. | ||||
| Service Costs (Notes Twenty-One and Twenty-Four) | (1,662,386) | (77) | (1,442,407) | (73) | |
| 5900 | Gross profit before unrealized gross profit on sales to subsidiaries | 516,261 | 23 | 524,262 | 27 |
| Operating Expenses (Notes Nine, Twenty-One, and Twenty-Four) | |||||
| 6100 | Selling expenses | (82,435) | (4) | (57,053) | (3) |
| 6200 | Administrative expenses | (291,666) | (13) | (247,676) | (13) |
| 6300 | Research and development expenses | (86,273) | (4) | (81,742) | (4) |
| 6450 | Expected credit loss | - | - | (3,163) | - |
| 6000 | Total Operating Expenses | (460,374) | (21) | (389,634) | (20) |
| 6900 | Net operating profits | 55,887 | 2 | 134,628 | 7 |
| Non-operating income and expenses (Notes Four, Sixteen, Twenty-One, and Twenty-Five) | |||||
| 7100 | Interest income | 8,869 | - | 10,747 | 1 |
| 7010 | Other income | 7,197 | - | 8,393 | - |
| 7020 | Other gains and losses | (10,731) | - | (3,248) | - |
| 7050 | Finance cost | (49,703) | (2) | (38,030) | (2) |
| 7000 | Total Non-operating income and expenses | (44,368) | (2) | (22,138) | (1) |
(Continued on the next page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Net profits before tax from continuing operations | $ 11,519 | - | $ 112,490 | 6 |
| 7950 | Income tax expenses (Notes Four and Twenty-Two) | ( 48,193 ) | ( 2 ) | ( 47,527 ) | ( 3 ) |
| 8200 | Net profit (loss) for the year | ( 36,674 ) | ( 2 ) | 64,963 | 3 |
| Other Comprehensive Income (Notes Four, Nineteen, and Twenty-Two) | |||||
| Items that may be reclassified to profit or loss subsequently: | |||||
| 8361 | Exchange differences resulting from the translation of financial statements of overseas operating entities. | ( 24,137 ) | ( 1 ) | 36,674 | 2 |
| 8399 | Income tax related to items that may be reclassified | 4,827 | - | ( 7,335 ) | - |
| 8360 | ( 19,310 ) | ( 1 ) | 29,339 | 2 | |
| 8300 | Other comprehensive income for the year (net after tax) | ( 19,310 ) | ( 1 ) | 29,339 | 2 |
| 8500 | Total comprehensive income for the year | ( $ 55,984 ) | ( 3 ) | $ 94,302 | 5 |
| Earnings (Loss) Per Share (Note Twenty-Three) | |||||
| From continuing operations | |||||
| 9710 | Basic | ( $ 0.71 ) | $ 1.34 | ||
| 9810 | dilution | ( $ 0.71 ) | $ 1.34 |
The attached notes are an integral part of these consolidated financial statements.
MSS
MATERIAL SCIENCE
REPUBLIC
MSSCORPS CO., Ltd. and its subsidiaries
Consolidated Statement of Changes in Equity
From January 1 to December 31, 2025 and 2024
| Code | Share Capital | Capital Surplus | Retained earnings | Other Equity Interests Item | Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock share capital | Share Capital Received in Advance | Legal reserve allocation | Special reserve allocation | Undistributed earnings | Exchange differences resulting from the translation of financial statements of overseas operating entities. | Unrealized valuation gains and losses on financial assets at fair value through other comprehensive income | |||||
| A1 | Balance as of January 1, 2024 | $ 467,812 | $ - | $ 1,385,494 | $ 139,260 | $ 5,671 | $ 585,138 | $ 12,722 | $ 4,250 | $ 2,566,403 | |
| Appropriation and Distribution of 2023 Earnings (Note Nineteen) | |||||||||||
| B1 | Legal reserve allocation | - | - | - | 26,128 | - | ( 26,128 ) | - | - | - | |
| B3 | Special reserve allocation | - | - | - | - | 11,301 | ( 11,301 ) | - | - | - | |
| B5 | Shareholder cash dividend | - | - | - | - | - | ( 210,515 ) | - | - | ( 210,515 ) | |
| Changes in Other Capital Surplus: | |||||||||||
| C5 | The changes in the equity component of issued convertible bonds (Notes Sixteen and Nineteen) | - | - | 81,707 | - | - | - | - | - | 81,707 | |
| N1 | Recognition of Compensation Costs for Employee Stock Options (Notes Nineteen and Twenty-Four) | - | - | 17,421 | - | - | - | - | - | 17,421 | |
| E1 | Capital Increase in Cash (Note Nineteen) | 50,000 | - | 549,000 | - | - | - | - | - | 599,000 | |
| I1 | Convertible bond conversion into common stock (Notes Sixteen and Nineteen) | - | 7 | 87 | - | - | - | - | - | 94 | |
| D1 | Net profit for the year 2024 | - | - | - | - | - | 64,963 | - | - | 64,963 | |
| D3 | Other comprehensive income after tax for the year 2024 | - | - | - | - | - | - | 29,339 | - | 29,339 | |
| D5 | Total comprehensive income for the year 2024 | - | - | - | - | - | 64,963 | 29,339 | - | 94,302 | |
| Z1 | Balance as of December 31, 2024 | 517,812 | 7 | 2,033,709 | 165,388 | 16,972 | 402,157 | 16,617 | ( 4,250 ) | 3,148,412 | |
| Appropriation and Distribution of 2024 Earnings (Note Nineteen) | |||||||||||
| B1 | Legal reserve allocation | - | - | - | 6,496 | - | ( 6,496 ) | - | - | - | |
| B3 | Special reserve allocation | - | - | - | - | ( 16,972 ) | 16,972 | - | - | - | |
| B5 | Shareholder cash dividend | - | - | - | - | - | ( 51,782 ) | - | - | ( 51,782 ) | |
| I1 | Convertible bond conversion into common stock (Notes Sixteen and Nineteen) | 7 | ( 7 ) | - | - | - | - | - | - | - | |
| D1 | Net loss for the year 2025 | - | - | - | - | - | ( 36,674 ) | - | - | ( 36,674 ) | |
| D3 | Other comprehensive income after tax for the year 2025 | - | - | - | - | - | - | ( 19,310 ) | - | ( 19,310 ) | |
| D5 | Total comprehensive income for the year 2025 | - | - | - | - | - | ( 36,674 ) | ( 19,310 ) | - | ( 55,984 ) | |
| Z1 | Balance as of December 31, 2025 | $ 517,819 | $ - | $ 2,033,709 | $ 171,884 | $ - | $ 324,177 | $ 2,693 | $ 4,250 | $ 3,040,646 |
Consolidated Cash Flow Statement
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| A10000 | Pre-tax net profit for the year | $ 11,519 | $ 112,490 |
| A20010 | Expense and Loss Item: | ||
| A20100 | Depreciation expenses | 777,052 | 685,593 |
| A20200 | Amortization expenses | 5,871 | 5,360 |
| A20300 | Expected credit loss | - | 3,163 |
| A20400 | Net Gains on Financial Assets/Liabilities at Fair Value Through Profit or Loss | ( 3,523 ) | ( 2,087 ) |
| A20900 | Finance cost | 49,703 | 38,030 |
| A21200 | Interest income | ( 8,869 ) | ( 10,747 ) |
| A21900 | Recognition of Compensation Costs for Employee Stock Options | - | 17,421 |
| A22500 | Gain on disposal of property, plant and equipment | ( 50 ) | - |
| A24100 | Foreign exchange net loss (gain) | 4,788 | ( 5,528 ) |
| A29900 | Government subsidy income | ( 3,954 ) | ( 3,967 ) |
| A30000 | Net Changes in Operating Assets and Liabilities | ||
| A31130 | Notes Receivable | 1,627 | ( 2,544 ) |
| A31150 | Accounts Receivable (Notes Four, Nine, and Twenty) | ( 33,520 ) | 15,291 |
| A31180 | Other Receivables (Notes Four and Nine) | ( 683 ) | 7,710 |
| A31230 | Prepayments (Note Fourteen) | ( 56,473 ) | ( 18,238 ) |
| A32125 | Contract Liabilities | 3,880 | ( 15,761 ) |
| A32130 | Notes Payable | 20 | - |
| A32150 | Accounts Payable | 16,080 | ( 6,475 ) |
| A32180 | Other Payables (Notes Seventeen and Twenty-six) | 22,459 | ( 16,391 ) |
| A32230 | Refund Liabilities | 32,731 | 12,596 |
| A32230 | Other Current Liabilities (Note Seventeen) | 2,206 | 1,319 |
| A33000 | Cash generated from operations | 820,864 | 817,235 |
| A33100 | Interest received | 8,869 | 11,076 |
| A33300 | Interest paid | ( 31,971 ) | ( 28,219 ) |
| A33500 | Income tax paid | ( 54,927 ) | ( 105,213 ) |
| AAAA | Net cash inflow from operating activities | 742,835 | 694,879 |
MSM MATERIAL SCIENCE & DEVELOPMENT MATERIAL
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from investing activities | |||
| B00060 | Repayment of Financial Assets Measured at Amortized Cost Upon Maturity | $ - | $ 13,236 |
| B00100 | Acquisition of Financial Assets at Fair Value Through Profit or Loss | ( 7,500 ) | ( 21,400 ) |
| B02700 | Acquisition of Property, Plant and Equipment | ( 1,036,484 ) | ( 1,486,946 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | 3,083 | - |
| B03700 | Increase in security deposits | ( 1,946 ) | ( 20,834 ) |
| B03800 | Decrease in security deposits | 966 | 250 |
| B04500 | Acquisition of Intangible Assets | ( 443 ) | ( 10,905 ) |
| B07100 | Increase in prepaid equipment payments | ( 145,144 ) | ( 141,309 ) |
| BBBB | Net cash outflow from investing activities | ( 1,187,468 ) | ( 1,667,908 ) |
| Cash flow from financing activities | |||
| C00100 | Increase in short-term borrowings | 205,000 | 450,000 |
| C00200 | Decrease in short-term borrowings | - | ( 450,000 ) |
| C01200 | Issuance of convertible bonds | - | 551,380 |
| C01600 | Obtain long-term borrowings | 290,000 | 971,000 |
| C01700 | Repayment of long-term borrowings | ( 245,126 ) | ( 331,767 ) |
| C04020 | Repayment of lease liabilities principal | ( 67,275 ) | ( 54,491 ) |
| C04500 | Dividend payment | ( 51,782 ) | ( 210,515 ) |
| C04600 | Capital increase in cash | - | 600,000 |
| C09900 | Pay share issuance costs. | - | ( 1,000 ) |
| C09900 | Pay debt issuance costs. | - | ( 4,381 ) |
| CCCC | Net cash inflow from financing activities | 130,817 | 1,520,226 |
| DDDD | The effect of changes in exchange rates on cash and cash equivalents. | ( 48,129 ) | 11,893 |
| EEEE | Net increase (decrease) in cash and cash equivalents. | ( 361,945 ) | 559,090 |
| E00100 | Cash and cash equivalents balance at the beginning of the year. | 1,181,200 | 622,110 |
| E00200 | Cash and cash equivalents balance at the end of the year. | $ 819,255 | $ 1,181,200 |
Appendix I Rules of Procedure for Shareholders' Meetings
Rules of Procedure for Shareholders' Meetings of MSSCORPS CO., Ltd.
Article 1: Except as otherwise provided by laws or the articles of association, the shareholders' meetings of this company shall be conducted in accordance with these Rules of Procedure for Shareholders' Meetings.
Article 2: 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 attend the shareholders meeting in person.
Shareholders shall attend shareholders' meetings by presenting a valid conference pass, attendance card or other documents of a similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring proof of identity for verification.
The Company shall provide an attendance ledger for the attending shareholders to sign in, or have the attending shareholders turn in their attendance cards to sign in.
Shareholders who attend the meeting shall be given a copy of the meeting manual, annual report, attendance pass, opinion slip, motion ballots and any information relevant to the meeting. Prepare additional ballots if director elections are also being held during the meeting.
When the shareholder is a government entity or a legal person, the representatives attending the shareholders' meeting are not limited to one person. When a legal entity is entrusted to attend a shareholders' meeting, it may only appoint one person to represent it at the meeting. For shareholders' meetings held via video conference, shareholders who wish to attend via video must register with the Company two days before the meeting.
In the event of a video shareholders' meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the video conference platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 2-1: When this company holds a shareholders' meeting via video conference, the following information must be specified in the notice of the meeting:
I. The method for shareholders to attend the video conference and exercise their rights.
II. The handling method when the video conference platform or participation in the manner of video conference fails due to force majeure, such as natural disasters or incidents, and the follows shall be at least included:
(I) Time and date for the postponement or re-convention when the aforesaid continual failure cannot be eliminated and thus a postponement or re-convention is required.
(II) The shareholders who have not registered to attend the first shareholders' meeting must not attend the postponed or re-convened meeting.
(III) Where the Company convenes the video-assisted shareholders' meetings, and when the video meeting is discontinued, if the total attending shares still meet the statutory quorum for shareholders' meeting commencement after deducting these shares held by the shares attending the meeting via video conference, the meeting shall continue; the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders' meeting.
(IV) The handling method where the results of all proposals are announced but the extempore motions do not proceed.
III. Where the Company convenes the video shareholders' meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.
Article 3: Shareholders may issue a proxy authorized by the Company for each shareholders' meeting, specifying the scope of authority, to appoint a proxy to attend the meeting on their behalf.
Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholders' meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw from the previous proxy arrangement.
Should the shareholder decide to attend a shareholders' meeting personally or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
Article 4: The location of the shareholders' meeting should be at the Company's location or a place that is convenient for shareholders to attend and suitable for holding the meeting. The meeting should not start earlier than 9:00 AM or later than 3:00 PM. The selection of the location and time should take into full consideration the opinions of the independent directors. When the Company convenes the video shareholders' meetings, the restrictions of convention location in the preceding paragraph do not apply.
Article 5: Unless otherwise specified by law, the shareholders' meeting of our company is convened by the Board of Directors. Any change to the convention method of the Company's shareholders' meetings shall be resolved by the Board of Directors, and no later than mailing the shareholders' meeting notice.
A shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair; where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
The chairperson position mentioned above shall be assumed by a director or director, who has been on the board for more than six months and possesses an adequate understanding of the Company's financial and business performance. The same applies if the chairperson is a representative of a corporate director.
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For the meeting that is convened by the ones with the convening authority outside of the board, the meeting should be chaired by the convening authority. One person should be selected to chair the meeting if there are more than two persons.
The Company may summon its lawyers, certified public accountants or any relevant personnel to be present at shareholders' meetings.
Article 6: Thirty days before a company convenes a regular shareholders' meeting or 15 days before a special shareholders' meeting, the Company shall prepare digital files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders' meeting agenda, and upload them to the information disclosure website specified by the FSC. Twenty-one days before a company is to convene a regular shareholders' meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an digital file of the shareholders' meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the information disclosure website specified by the FSC. When a company will convene a shareholders' meeting, it shall, 15 days before the scheduled date of the shareholders' meeting, prepare the shareholders' meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock registrar and transfer agent. The shareholders' meeting agenda handbook and supplemental materials under the preceding paragraph shall be provided for review by the shareholders by the following means on the date the shareholder's meeting is convened:
I. For the physical shareholders' meeting, such information shall be distributed at the site of the meeting.
II. For the video-assisted shareholders' meeting, such information shall be distributed at the site of the meeting, and transmitted to the video conference platform as electronic files. III.
III. Where a shareholders' meeting is convened in the manner of a video conference, such information shall be transmitted to the video conference platform as electronic files.
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.
Article 7: Attendance at the shareholders' meeting is calculated based on the number of shares held. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or the submitted attendance card, and shares registered on the video conference platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned. Where the Company convenes the shareholders' meetings in the form of a video conference, the Company shall announce the meeting adjournment on the video conference platform.
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If the quorum is not met after two postponements but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. All shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month. Where the Company convenes the video shareholders' meetings, and shareholders intend to attend in the manner of a video conference shall register again with the Company pursuant to the related requirements. If the attending shareholders represent more than half of the total issued shares before the end of the meeting, the chair is to make a tentative resolution and re-submit it for a shareholders vote in accordance with Article 174 of the Company Act.
The number of shares solicited by solicitors, the number of shares represented by proxy agents, and the number of shares for shareholders attending via written/digital letters should be compiled by the Company into a statistical table in the prescribed format on the day of the shareholders' meeting. This statistical table should be clearly displayed within the venue of the shareholders' meeting. In the event of a video shareholders' meeting, this Corporation shall upload the aforesaid information to the video conference platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 8: Where the Company convenes the video shareholders' meetings, the total shares held by the shareholders attending the meeting shall be disclosed on the video conference platform. If the total shares and voting rights of the attending shareholders are counted during the meeting, the same applies.
Article 9: If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda).
The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. For the meeting that is convened by the ones with the convening authority outside of the board, the aforementioned rule still applies. Other than the proposals in the agenda, any new proposal, or amendment or replacement to the original proposal is intended by any shareholder, he/she should be seconded by other shareholders; the proposal may be read by the chair or the host.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders and then continue the meeting.
Article 10: Before speaking at the shareholders' meeting, shareholders must fill out a speech slip indicating the main points of their speech, the shareholder account number (or attendance certificate number), and the account name. The chairperson will determine the order of speeches. The attending shareholders are considered to offer no statement if they only provide speech notes without giving statements. In the event where the content of the statement is inconsistent with the speech note, the content of the statement should prevail. When an attending shareholder is making a statement, other shareholders shall not speak unless given permission by the chairman and the speaking shareholder. Violators shall be halted by the chairman. The
39
corporate shareholders who assign more than two legal representatives to attend the meeting can only have one person giving a speech for a motion.
Each shareholder shall not make more than two statements for the same proposals without the chairman's agreement, and each statement shall not exceed five minutes. If the shareholder's statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement.
After an attending shareholder speaks, the chairman shall personally answer or designate a person to answer. Where the Company convenes the video shareholders' meetings, the shareholders attending in the manner of video conference may inquire with text on the video conference platform of the meeting since the chair announces the meeting commencement till the adjournment. No more than two inquiries shall be raised for each proposal, and the maximum length is 200 words. Paragraphs 1 to 5 are not applicable. Where the inquiries in the preceding paragraph do not violate the requirements, or are within the scope of agenda, it is advisable to disclose the inquiries on the video conference platform of the meeting for the public knowledge.
Article 11: Matters pertaining to the election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, and other items under Article 185 Paragraph 1 of the Company Act, as well as matters under Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, should be itemized and described in detail in the notice for convening the meeting. These issues should not be brought up as extempore motions.
The notification for the convening of shareholder meeting has announced the re-election of directors and inauguration date. After the re-election at the shareholder meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting.
Shareholder (s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. If a proposal submitted by a shareholder falls under one of the conditions specified in Paragraph 4, Article 172-1 of the Company Act, the Board of Directors may choose not to include it as an agenda item. Shareholders may submit advisory proposals urging the Company to promote public interests or fulfill its social responsibilities. These proposals should be made in accordance with the relevant provisions of Article 172-1 of the Company Act and are limited to one item. If more than one proposal is submitted, they will not be included in the agenda.
Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders' meeting, the Company shall give a public notice announcing acceptance of proposal in writing or by way of digital transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten days.
Shareholders shall limit their proposed motions to 300 words only; proposals that exceed 300 words will not be accepted for discussion. Shareholders who have successfully proposed their motions shall attend the annual general meeting in person or through proxy attendance and participate in the discussion.
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Article 12:
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. During the shareholders' meeting, the Board of Directors shall explain the reasons why certain proposed motions are excluded from the discussion.
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
These recordings must be retained for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
Where the Company convenes the video shareholders' meetings, the Company shall record and retain the records of the registration, enrollment, acceptance, inquiries, voting, and the results of vote calculation, and continuously record the video conference thoroughly, both audio and video.
The records and audio and video recordings in the preceding paragraphs shall be properly retained during the Company's survival period, and the audio and video recordings are provided to the organizer of the video conference for custody.
Where the shareholders' meeting is convened in the manner of video conference, the Company is advised to record the operation interface of the backend on the video conference platform, both video and audio.
Where the shareholders' meeting is convened in the manner of video conference, the Company may provide the shareholders with a simple connection test, and the related services before and during the meeting in real-time, to help to handle technical problems of communications.
Where the shareholders' meeting is convened in the manner of video conference, the chair, when declaring the meeting commencement, shall also declare the events not requiring postponement or re-convention specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; before the chair declares the adjournment, in the event where the video conference platform or the participation in the video conference fails for 30 minutes or more due to natural disasters, incidents, or other force majeure, the date of the shareholders' meeting postponed to, or reconvened shall be within five days, and Article 182 of the Company Act shall not apply.
Where the meeting is to be postponed or re-convened as specified in the preceding paragraph, the shareholders who have not registered to attend the first shareholders' meeting must not attend the postponed or re-convened meeting.
For the meeting is to be postponed or re-convened as specified in Paragraph 7, the shareholders who registered to attend the original meeting via the video conference, and have completed the acceptance, but not attend the postponed or re-convened meeting, their attending shares at the original meeting, the exercised voting right and election right, shall be counted into the total shares, voting rights, and election rights of the attending shareholders in the postponed or re-convened meeting.
The postponement or re-convention of shareholders' meetings conducted per Paragraph 7 needs not again discuss and resolve the proposal that has completed voting and vote calculation, with the announcement of voting results, or the list of elected directors and supervisors.
Where the Company convenes the video-assisted shareholders' meetings, and when the video meeting is discontinued as specified in Paragraph 7 and the total attending shares still meet the statutory quorum for shareholders' meeting commencement, the postponement or re-convention of the meeting per Paragraph 7 is not required.
Under the circumstances to continue the meeting as specified in the preceding paragraph, the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders' meeting.
Where the Company postpones or re-convenes any shareholders' meeting as specified in Paragraph 7, the pre-requisite operations shall be conducted based on the original shareholders' meeting date, and pursuant to Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
The periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Subparagraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the shareholder meeting dates for postponement or continuation of the meeting in accordance with the provisions of Paragraph 7.
When the Company convenes the video shareholders' meetings, the proper alternatives shall be provided for the shareholders having difficulties attending the manner of video conference.
Article 13: The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Voting at a shareholders meeting shall be calculated based on the number of shares.
The shares of the shareholders without voting rights are not counted in the total issued shares for the resolution of the meeting.
A shareholder who has a personal interest with the agenda of the meeting which may result in a conflict of interest with the Company shall not participate in the voting, nor shall he/she act on behalf of other shareholders to exercise the voting rights of other shareholders.
The number of shares held by shareholders who are not permitted to vote shall be excluded from total voting rights represented in the meeting.
Other than the trusts or securities agencies approved by the authorities, a person representing more than two shareholders as a proxy cannot have the shares exceeding three percent of the total voting shares. The exceeded voting rights will not be counted.
Every share represents one vote unless it is restricted or deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
Article 14: Except as otherwise provided in the Company Act and in The Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. During the voting process, the chair or the designated personnel announce the total
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number of the eligible voting rights of the attending shareholders case by case and then carry out the voting. On the same day of the meeting, the number of agree, disagree and abstain are entered into the Market Observation Post System.
For the amendment or substitute of the same motion, the chair is to combine it with the original motion to determine the vote order. If one of the proposals has been passed, the other proposals are viewed as denied and no more voting will be conducted.
The monitoring and counting personnel for the voting of proposals should be assigned by the chair, and the monitoring personnel should have shareholder status.
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 made into record. Where the Company convenes the video shareholders' meetings, the shareholders attending in the manner of video conference shall vote via the video conference platform to each proposal and election after the Chairman declares the meeting commencement. Such voting shall be completed before the Chairman declares the end of voting; anyone who misses the deadline is deemed abstention.
Where the Company convenes the video shareholders' meetings, the votes shall be calculated at once upon the end of voting declared by the chair, and announce the results of voting or elections. Where the Company convenes the video-assisted shareholders' meetings, the shareholders who already have registered to attend the meeting in the manner of video conference pursuant to the regulations, but then intend to attend the offline shareholders' meeting in person, shall withdraw the registration in the same manner of registration two days prior to the shareholders' meeting date; those who miss the deadline may only attend the shareholders' meeting in the manner of a video conference.
Those who exercise the vote in the manner of writing or electronic method, without withdrawing their expressions of intents, and attending the meeting in the manner of video conference, other than the extempore motions, must not exercise the votes to the original proposal, propose any amendment to the original proposal, or exercise the votes to the amendment to the original proposal.
Where the shareholders' meetings are convened in the manner of video conference, the Company shall disclose the voting result of each proposal and election results on the video conference platform for the shareholders' meeting, and retain the disclosure at least 15 minutes after the chair declares adjournment.
Article 15: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the agenda scheduled for the meeting (including extraordinary motion) is not finished and the venue cannot be used, the shareholders are to find resolutions in finding a place to finish the meeting.
The shareholders may decide to postpone or continue the meeting within five days in accordance with Article 182 of the Company Act.
Article 16: When The Company holds a shareholders' meeting and is required by the securities regulatory authority to adopt digital voting, the methods of exercising voting rights, both digital and on paper, should be specified in the notice of the shareholders' meeting. Shareholders exercising voting rights by correspondence or
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electronic means will be deemed to have attended the meeting in person. However, this is also considered to have waived his/her rights with respect to the extempore motions and amendments to original proposals of that meeting. It is therefore recommended that the Company avoids the submission of extempore motions and amendments to original proposals.
Shareholders exercising voting rights by correspondence or electronic means shall deliver their declaration of intent to the Company at least two days before the shareholders meeting. If there is a repetition of the declaration of intent, whichever delivered the first will be served, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder exercises voting rights by correspondence or electronically, if the shareholder intends to attend the meeting in person or via video conference, a written notice of proxy cancellation in the same manner of exercising the voting right shall be submitted to the Company before two days prior to the meeting date. If the cancellation notice is submitted after that time, the voting rights exercised by correspondence or electronically prevail. If a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or exercise voting rights by correspondence or electronically, a written notice of proxy cancellation should be submitted to the Company 2 days before the meeting. If the cancellation notice is submitted after that time, the exercise of voting right by the proxy in the meeting shall prevail.
Article 17: The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 18: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the Company within twenty days after the close of the meeting. The meeting minutes may be produced and distributed in electronic form.
The distribution of the aforementioned resolutions can be entered into the Market Observation Post System to be publicly announced.
The resolution proceedings should correctly record the year, month, day, venue, name of the chair, voting method, the essentials of the proceedings and the voting results (including the statistical weights). If there is an election of directors, the votes received by each nominee shall also be disclosed. These records are to be kept permanently during the Company's existence. Where the Company convenes the video shareholders' meetings, other than the matters to be recorded as required in the preceding paragraph, the starting and ending time of the shareholders' meeting, convention method of the meeting, names of the chair and record-
keeper, and the handling method when the video conference platform or participation in the manner of video conference fails due to disasters, incidents or other force majeure, and the handling status shall be specified.
When the Company convenes the video shareholders' meetings, other than complying with the preceding paragraph, the minutes shall also specify the alternatives for the shareholders having difficulties attending the manner of video conference.
When the Company convenes the video shareholders' meetings, the chair and the record-keeper shall be at the same location in Taiwan.
The chair shall announce the address of this location. The Company must disclose on MOPS in a timely manner any shareholder meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation (or Taipei Exchange).
Article 19: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chairperson may direct the proctors or security personnel to help maintain order at the meeting place.
When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
For venues that are equipped with broadcasting equipment, the chairman shall halt any shareholder that make statements from equipment not allocated to the Company.
Shareholders in violation of the rules and disobeying correction by the chair to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel. These Rules shall take effect after having been submitted to and approved by a shareholders meeting.
Article 20: Subsequent amendments thereto shall be affected in the same manner.
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Appendix II Articles of Incorporation
Articles of Incorporation of MSSCORPS CO., Ltd.
Chapter 1. General Principles
Article 1: The Company is organized in accordance with the provisions of the Company Act and is named "风险科技股份有限公司" (the English name is MSSCORPS CO., Ltd.).
Article 2: The business scope of the Company is as follows:
- CC01080 Electronics Components Manufacturing.
- F119010 Wholesale of Electronic Materials.
- F219010 Retail Sale of Electronic Materials.
- F401010 International Trade.
- I501010 Product Designing.
- I301020 Data Processing Services.
- CB01010 Mechanical Equipment Manufacturing.
- F113030 Wholesale of Precision Instruments.
- F213040 Retail Sale of Precision Instruments.
- IG02010 Research and Development Service.
- IG03010 Energy Technical Services.
- IF02010 Electricity Equipment Checking and Maintenance.
- IF04010 Non-destructive Testing.
- IZ09010 Management System Certification.
- IZ99990 Other Industrial and Commercial Services.
- ZZ99999 All businesses that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: For meeting the business needs, the Company authorizes the board of directors, that the total amount of its investments for the re-invested business, may not be subject to the limit of the forty percent of its own paid-up capital specified in Article 13 of the Company Act.
Article 2-2: For meeting the business needs, the Company may provide external guarantees pursuant to the related laws and regulations.
Article 3: The Company locates its headquarter in Hsinchu City. If required, branches or other branch units may be set up domestically or internationally upon the resolution of the board of directors and approval of the competent authorities.
Article 4: The Company makes an announcement pursuant to Article 28 of the Company Act.
Chapter 2. Shares
Article 5: The total capital of the Company is NT $800 million, divided into 80 million shares with a par value of NT$10 per share and issued in batches. Of which, five million shares are reserved for exercising the employee share subscription warrants; the board of directors is authorized to issue such in batches when required, and comply with the related laws and regulations.
Where the issuance price of the employee stock warrants issued by the Company is lower than the market price, the issuance is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders' meeting attended by shareholders representing a majority of the total issued shares.
Where the Company transfers the shares to employees at the price lower than the average actual purchasing price of such shares, the consent of at least two-thirds of the voting rights represented at a shareholders' meeting attended by shareholders representing a majority of the total issued shares shall be obtained before transfer.
Article 6: The Company may be exempted from printing any share certificate for the shares issued. Provided, it shall register the issued shares with a centralized securities depository enterprise and follow the regulations of that enterprise.
Article 7: Alterations on the entries of the shareholders' roster must comply with Article 165 of the Company Act. Other shareholder services shall comply with the Company Act, the Regulations Governing the Administration of Shareholder Services of Public Companies, among other regulations.
Article 7-1 The employees, including the employees of parents or subsidiaries of the Company meeting certain specific requirements, are entitled to receive the shares bought back by the Company pursuant to laws.
The employees, including the employees of parents or subsidiaries of the Company meeting certain specific requirements, are entitled to receive share subscription warrants.
When the Company issues new shares, the employees, including the employees of parents or subsidiaries of the Company meeting certain specific requirements, are entitled to subscribe the new shares.
The employees, including the employees of parents or subsidiaries of the Company meeting certain specific requirements, are entitled to receive restricted stock for employees. Chapter III.
Chapter 3. Shareholders' Meetings
Article 8: Shareholders' meeting shall be of the following two kinds: regular meeting of shareholders: to be held at least once every year, and held within six months after close of each fiscal year; and special meeting of shareholders: to be held when necessary. The shareholders' meeting can be held by means of visual communication network or other methods promulgated by the competent authority.
The Company's shareholders' meetings are convened pursuant to Article 172 of the Company Act; with the consent of the addressee, the meeting notice may be given in electronic form. The process of the shareholders' meeting shall comply with the Company's "Rules of Procedure for Shareholders' Meetings."
Article 9: If a shareholder is unable to attend a shareholders' meeting for any reason, he/she may issue a power of attorney in the format issued by the Company specifying the scope of authorization, sign or seal it and entrust a proxy to attend. Shareholders who commission their proxy to attend meetings shall comply with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies," which is promulgated by the competent authority, unless otherwise specified by Article 177 of the Company Act, Article 25-1 of the Securities Exchange Act.
Article 10: Each share of the Company held by the shareholders is entitled one voting right except for the circumstances in Paragraph 2, Article 179 of the Company Act, and other restricted situations. When the Company holds a shareholders' meeting, it shall list the electronic means as one method to exercise the voting right by shareholders. When voting rights are exercised by correspondence or electronic means, the method of
exercise shall be specified in the shareholders' meeting notice.
Article 11: Except as otherwise regulated by the Company Act, a shareholder meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
The resolution adopted by the shareholders' meeting shall be handled pursuant to Article 183 of the Company Act.
Chapter 4. Directors and the Audit Committee
Article 12: The Company set up five to nine directors with three-year terms of office. The candidates' nomination system is adopted for election of the directors, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The method of nomination shall comply with Article 192-1 of the Company Act.
Among the abovementioned directors, there should be no fewer than three independent directors, accounting no less than 1/5 of the board seats. The professional qualifications, shareholding, part-time restrictions, nominations and other rules to be followed shall be handled in accordance with laws and regulations of the competent authority of securities.
The Company may purchase liability insurance for its directors during the term of their services in accordance with the law.
The Company may set up various functional special committees pursuant to the Securities and Exchange Act. The qualifications and power exercise of the members, and other related matters shall be determined by the board of directors pursuant to the related laws and regulations. The Company has established an audit committee, consisting of all independent directors, in accordance with Article 14-4 of the Securities and Exchange Act to be responsible for performing the functions of supervisors specified in the Company Act, the Securities and Exchange Act and other regulations.
The total shareholding percentage of all directors shall comply with the competent authority of securities.
Article 13: The board of directors consists of directors. The chairman, representing the Company, is elected in the board meeting where more than two-thirds of directors are in attendance and more than half of the attending directors agree to the vote.
Article 14: If the chairman asks for leave or fails to exercise rights and responsibilities for any reason, a representative shall be assigned in accordance with the provisions of Article 208 of the Company Act. When a director cannot attend the board meeting in person, Article 205 of the Company Act shall apply.
Article 14-1: Board meetings shall be convened pursuant to Article 204 of the Company Act, and regulations of the competent authority of securities. The convening notice may be effected by means of writing, e-mail, or fax. The regulations related to board meetings shall comply with the "Rules of Procedure for Board of Directors Meetings."
Article 14-2: The transportation subsidies and remuneration of the chairman and directors are authorized at board meetings based on their level of participation in and contribution to the Company's operation. The remuneration follows the standards among the industry peers.
Chapter 5. Managerial officers
Article 15: The Company shall establish positions of managers, and the appointment, dismissal and remuneration shall comply with Article 29 of the Company Act.
Chapter 6. Accounting
Article 16: At the close of each fiscal year, the board of directors shall settle accounts, and prepare the statements and records pursuant to Article 228 of the Company Act, and submit such to the shareholders' meetings for ratifications based on the statutory procedures.
Article 17: In case of making an annual profit, the Company shall distribute no lower than 10% as remuneration to employees and no more than 5% as remuneration to directors. However, the amount to offset the Company's accumulated losses shall be set aside in advance. The employees are entitled to receive the remunerations, in share or in cash, including the employees of parents or subsidiaries of the Company meeting certain specific requirements.
No less than 50% of the amount allocated for employee remuneration in the previous section shall be distributed to basic-level employees.
Article 17-1: If the Company's annual final accounts reveal a net profit after tax for the period, it should first compensate for accumulated losses (including adjustments to the amount of undistributed earnings) and allocate 10% of the net profit as a legal reserve allocation, unless the legal reserve has already reached the Company's paid-in capital. The remaining amount will then be allocated as a special reserve allocation, ensuring any deficiencies in the 'net increase in the fair value of investment properties accumulated in previous periods' and 'net amount of other equity deductions accumulated in previous periods' are covered before profit distribution. This special reserve should first be allocated from the previous period's undistributed earnings to an equivalent amount; if insufficient, it will be supplemented by the current period's net profit after tax and other items added to the current period's undistributed earnings. If there is still a surplus, it will be combined with accumulated undistributed earnings, and the Board of Directors will draft a profit distribution proposal to be resolved by the shareholders' meeting for the distribution of shareholder dividends and bonuses.
Article 17-2: The principle of the Company's dividend policy is robust and balance, while taking account of profit, financial structure, and the future development of the Company. When distributing dividends, the major considerations are the current industry conditions and the operation planning and cash flows based on the future expansions. Every year, no less than 5% of the distributable earnings are provided to distribute the dividend bonus, in cash or in shares, and no less than 10% of dividends shall be paid in cash. Provided, when the accumulated earnings available for distribution is less than 5% of the paid-in capital, the distribution is not required. However, the board of directors may adjust such ratio within the extent prescribed above based on the overall operation and funds, and submit the proposal to the shareholders' meeting for resolution.
Article 17-3: The Company authorizes the board of directors, with the attendance of more than two-thirds of the directors and a resolution by more than half of the attending directors, to distribute all or part of the dividends and bonuses, capital surplus, or legal reserve allocation in the form of cash. This shall be
reported to the shareholders' meeting, and the provisions regarding resolutions of the shareholders' meeting shall not apply.
Chapter 7. By-Laws
Article 18: Any outstanding issues not specified in the Articles of Incorporation are to be handled in accordance with the Company Act and the relevant regulations.
Article 19: The Articles of Incorporation were established on July 15, 2005.
The 1st amendment was made on November 1, 2006.
The 2nd amendment was made on June 22, 2007.
The 3rd amendment was made on September 1, 2008.
The 4th amendment was made on June 12, 2009.
The 5th amendment was made on April 23, 2010.
The 6th amendment was made on August 3, 2010.
The 7th amendment was made on June 28, 2011.
The 8th amendment was made on June 18, 2012.
The 9th amendment was made on June 15, 2015.
The 10th amendment was made on September 26, 2017.
The 11th amendment was made on June 12, 2019.
The 12th amendment was made on June 24, 2020.
The 13th amendment was made on July 1, 2021.
The 14th amendment was made on June 27, 2022.
The 15th amendment was made on June 6, 2023.
The 16th amendment was made on June 10, 2025.
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Appendix III Shareholding of Directors
Shareholding of Directors of MSSCORPS CO., Ltd.
I. The Company's paid-in capital is NT$534,468,880, and the total number of issued shares is 53,446,888 shares.
II. Pursuant to Article 26 of the Securities Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the shareholding of all the Company's directors (independent directors excluded) meets the requirement of shareholding percentage.
III. As of the book closure date of this AGM, the shareholdings of all the directors recorded on the shareholder roster are as follows:
| Title | Name | Number of Shares Held | Ownership |
|---|---|---|---|
| Chairman | Representative of Shun Shun Investment Co., Ltd: Chi-Lun Liu | 2,776,815 | 5.20% |
| Director | Representative of Shun Shun Investment Co., Ltd: Chun-Hao Liu | 2,776,815 | 5.20% |
| Director | Representative of Jia Cheng Investment Co., Ltd: Jung-Chin Chen | 1,134,523 | 2.12% |
| Director | Representative of Qiao Zan Investment Co., Ltd: Yung-Shun Liao | 857,091 | 1.60% |
| Director | Representative of Mu Bo Investment Co., Ltd: Hsin-Tsai Lin | 1,706,903 | 3.19% |
| Independent Director | Chang-Feng Tsui | - | - |
| Independent Director | Hung-Chang Yuan | - | - |
| Independent Director | Chia-Ling Yang | - | - |
| Independent Director | Chien-Min Wang | - | - |
| Total Shareholdings | 6,475,332 | 12.12% |
MAS MATERIAL SCIENCE SERVICE
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