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Nien Made — Proxy Solicitation & Information Statement 2026
May 11, 2026
52748_rns_2026-05-11_b651b0c4-6a03-4227-bef5-d867c164648b.pdf
Proxy Solicitation & Information Statement
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Stock Code: 8464
NIEN MADE ENTERPRISE CO., LTD.
2026 Annual Shareholders' Meeting Meeting Agenda
Time: June 17, 2026
Place: Laurel Ballroom (Evergreen Laurel Hotel), B2, No. 666, Sec. 2, Taiwan Boulevard, Taichung City 407, Taiwan
Method: Physical Shareholders' Meeting
This report is prepared in both Mandarin and English. In the event of any discrepancy, the Mandarin version shall prevail.


Table of Contents
A Meeting Procedures 3
B Meeting Agenda 4
b-1) Report Items 5
b-2) Proposed Resolutions 6
b-3) Board of Directors Election 7
b-4) Discussion Items 12
b-5) Special Motion 12
C Attachment
c-1) Business Report (2025) 13
c-2) Audit Committee’s Review Report (2025) 17
c-3) Independent Auditors’ Report and Financial Statement (2025) 18
c-4) Earnings Distribution Proposal (2025) 39
D Appendix
d-1) Articles of Incorporation 40
d-2) Rules of Procedure for Shareholders’ Meetings 47
d-3) Rules of Procedures for Election of Directors 55
d-4) Shareholdings of All Directors 58
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NIEN MADE ENTERPRISE CO., LTD.
2026 Annual Shareholders’ Meeting
A. Meeting Procedures
- Call Meeting to Order
- Chairman’s Welcome Speech
- Report Items
- Proposed Resolutions
- Board of Directors Election
- Discussion Items
- Special Motion
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Meeting Adjourned
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NIEN MADE ENTERPRISE CO., LTD. 2026 Annual Shareholders’ Meeting
B. Meeting Agenda
| Method: | Physical Shareholders’ Meeting |
|---|---|
| Time: | 10:00 AM, Wednesday, June 17, 2026 |
| Place: | Laurel Ballroom (Evergreen Laurel Hotel), B2, No. 666, Sec. 2, Taiwan Boulevard, Taichung City 407, Taiwan |
- Call Meeting to Order (Report Attendants)
- Chairman’s Welcome Speech
- Report Items
I. Business Report (2025)
II. Audit Committee’s Review Report (2025)
III. Employees’ Compensation and Directors’ Remuneration (2025)
IV. Earnings Distribution - Cash Dividend (2025) - Proposed Resolutions
I. Business Report (2025) and Financial Statement (2025)
II. Earnings Distribution Proposal (2025) - Board of Directors Election
I. Re-election of Directors (Including Independent Directors) - Discussion Items
I. Removal of Non-competition Restrictions for Newly Elected Directors - Special Motion
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Meeting Adjourned
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Report Items
| Report Items | Explanatory Notes | |
|---|---|---|
| I | Business Report (2025) | Please refer to Attachment (c-1) for details. |
| II | Audit Committee’s Review Report (2025) | Please refer to Attachment (c-2) for details. |
| III | Employees’ Compensation and Directors’ Remuneration (2025) | The allocation of 2025 profits distribution in the form of employees’ compensation and the directors’ remuneration resolved by the Board of Directors is set forth as NT$198,512,000 and NT$35,164,000 respectively, both distributed in cash. |
| There is no difference between the amount resolved by the Board of Directors and the amount of the recognition of expense for the year of 2025. | ||
| IV | Earnings Distribution - Cash Dividend (2025) | According to the Article 29 of the Company’s Articles of Incorporation, the Company distributes surplus earning in the form of cash shall be resolved in the Board of Directors and be submitted to the shareholders’ meeting. |
| On Mar 5, 2026, the Board of Directors resolved to distribute a total cash dividend of NT$4,688,323,200 (NT$16 per share), with payment scheduled for Apr 22, 2026. |
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Proposed Resolutions
| Proposed Resolutions | Explanatory Notes | |
|---|---|---|
| I | To Approve Business Report (2025) and Financial Statement (2025) | |
| (The Proposal Was Submitted by the Board of Directors) | Please refer to Attachment (c-1) for details of Business Report. |
The resolution of Financial Statements (including Parent Company Only and Consolidated Financial Statements) passed by the Board of Directors and audited by independent auditors, Chen Ming-Hung and Tu Chin-Yuan of Ernst & Young, along with the Business Report (2025) and Earnings Distribution Proposal have been submitted to the Audit Committee for reviewing and approving and the Audit Committee has issued its Review Report accordingly.
Please refer to Attachment (c-3) for details of the audited Parent Company Only and Consolidated Financial Statements. |
| II | To Approve Earnings Distribution Proposal (2025)
(The Proposal Was Submitted by the Board of Directors) | Please refer to Attachment (c-4) for details of Earnings Distribution Proposal (2025).
The Proposal has been approved by the Board of Directors and the Audit Committee of the Company. |
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Board of Directors Election
| Board of Directors Election | Explanatory Notes | |
|---|---|---|
| I | Re-election of Directors (Including Independent Directors) | |
| (The Proposal Was Submitted by the Board of Directors) | The 8^{th} term of Directors shall expire on Jun 20, 2026. As resolved by the Board of Directors, an election of directors will be conducted at this Annual Shareholders’ Meeting. |
Pursuant to the Company's Articles of Incorporation, 9 directors (including 3 independent directors) shall be elected, for a term of 3 years under the candidate nomination system. The newly elected directors shall assume office immediately upon the conclusion of this Annual Shareholders’ Meeting, with a term from Jun 17, 2026 to Jun 16, 2029. The term of office of existing directors will expire upon the end of this Annual Shareholders’ Meeting.
The election shall be conducted in accordance with the Company’s Rules of Procedures for Election of Directors. Please refer to Appendix (d-3) for details.
The list of director and independent director candidates has been reviewed and approved by the Board of Directors on Mar 5, 2026. Relevant information is as follows.
Director Candidates:
Nien Keng-Hao (Howard)
Education:
• B.L., Tunghai University
• L.L.M., Southern Methodist University, US
Experience:
• CEO, VP and Executive Secretary, Nien Made Enterprise Co., Ltd.
Present Positions:
• Chairman, Nien Made Enterprise Co., Ltd.
Director of the Following Companies:
• Legal Representative of Dongguan Fanchang Curtain Product Co., Ltd.
• Legal Representative of Nien Made (Dong Guan) Window Fashions Co., Ltd.
• Legal Representative of Zhao Feng (Dong Guan) Window Fashions Co., Ltd.
• Original Source Investments Limited
• Legal Representative of Nien Made (Wulian) Window Fashions Co., Ltd. |
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Norman International Inc.
- International Window Treatments, Inc.
- Nien Advanced Solutions
- Capital Darren Limited
- Legal Representative of Norm Pacific Technology Ltd.
- Capital Might Limited
- I Zhao Investment Co., Ltd.
Supervisor of the Following Company:
- Yi Hsin Investment Co., Ltd.
Supervisor of the Following Trust:
- Norman Nien Charity Trust
Nien Chao-Hung (Michael)
Education:
- B.S., Department of Electrical Engineering, National Taiwan University
- M.B.A., Boston University, US
Experience:
- VP and AVP, Nien Made Enterprise Co., Ltd.
Present Positions:
- CEO and Director, Nien Made Enterprise Co., Ltd.
Director of the Following Companies:
- Legal Representative of Dongguan Fanchang Curtain Product Co., Ltd.
- Legal Representative of Norm Pacific Automation Corp.
- Norman International Inc.
- International Window Treatments, Inc.
- Nien Advanced Solutions
- Capital Darren Limited
- San Feng (Cambodia) Company Limited
- Capital Might Limited
- Yi Hsin Investment Co., Ltd.
- I Zhao Investment Co., Ltd.
- Yong An Industrial Co., Ltd.
Supervisor of the Following Trust:
- Norman Nien Charity Trust
Chuang Hsi-Chin (Ken)
Education:
- B.S., Department of Business Administration, National Chung Hsing University
Experience:
- AVP, Manager and Factory Director, Nien Made Enterprise
Co., Ltd.
Present Positions:
- Director and VP, Nien Made Enterprise Co., Ltd.
Director of the Following Companies:
- Legal Representative of Dongguan Fanchang Curtain Product Co., Ltd.
- Legal Representative of Nien Made (Dong Guan) Window Fashions Co., Ltd.
- Legal Representative of Zhao Feng (Dong Guan) Window Fashions Co., Ltd.
- Original Source Investments Limited
- Legal Representative of Nien Made (Wulian) Window Fashions Co., Ltd.
- Norman International Inc.
- International Window Treatments, Inc.
- Nien Advanced Solutions
- Capital Darren Limited
- San Feng (Cambodia) Company Limited
- Legal Representative of Norm Pacific Automation Corp.
- Legal Representative of Norm Pacific Technology Ltd.
- Legal Representative of E-Shine Technology Ltd.
- Capital Might Limited
- Giga Resource (Cambodia) Co., Ltd.
- Great Harvest International Resource Company Limited
Peng Ping (Benson)
Education:
- B.S., Hsiuping University of Science and Technology
Experience:
- Manager of Business Planning & Cost Deputy, Director of Production Survey Department, Manager of Automobile Department, Division Manager, Elite Sewing Machine MFG. Co., Ltd.
Present Positions:
- Director and EVP, Nien Made Enterprise Co., Ltd.
Chairman of the Following Company:
- Legal Representative of E-Shine Technology Ltd.
Director of the Following Company:
- Legal Representative of Norm Pacific Automation Corp.
Jok Chung-Wai (Edward)
Education:
- B.S., Computer Science, University of California, Berkeley
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M.B.A., University of British Columbia
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Experience:
- CPA, PwC (Canada)
- M&A Advisor, Ernst & Young (Hong Kong)
- CFO, Ming Pao Newspaper (Canada)
- CFO, EMI (Hong Kong/China)
- Treasurer, Sun Microsystems (Asia)
Present Positions:
- Director and CFO, Nien Made Enterprise Co., Ltd.
Director of the Following Companies:
- Global Viewcomp (Hong Kong) Company Limited
- Billion Coins Development Limited
- New Legend Enterprises Limited
- Norman Japan Limited
- Norman Myanmar Service Co. Ltd.
- Bay Blinds Limited
- Santa Fe Shutters Limited
Chiu Tzu-Hao (Oliver)
Education:
- M.B.A., California State University, Fullerton
- B.S., California State University, Fullerton
Experience:
- AVP and Manager, Nien Made Enterprise Co., Ltd.
Present Positions:
- VP, Nien Made Enterprise Co., Ltd.
Director of the Following Companies:
- Norman Australia Pty Ltd.
- Norman Myanmar Service Co. Ltd
- Bay Blinds Limited
- Santa Fe Shutters Limited
Independent Director Candidates:
Huang Jian-Jang
Education:
- Ph.D., Electrical and Computer Engineering, University of Illinois Urbana-Champaign
Experience:
- Chairman, Graduate Institute of Photonics and Optoelectronics, National Taiwan University (2019-2022)
Present Positions:
- Associate Dean, College of Electrical Engineering and
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Computer Science, National Taiwan University
- Distinguished Professor, Department of Electrical Engineering and Graduate Institute of Photonics and Optoelectronics, National Taiwan University
Independent Director of the Following Company:
- Wiwynn Corporation
Committee Member of the Following Company:
- Audit Committee, Wiwynn Corporation
- Sustainable Development Committee, Wiwynn Corporation
Chang Kai-Hsin
Education:
- Ph.D. in Law, Tunghai University
Experience:
- Judge, Kaohsiung and Taichung District Courts, Taiwan (2009-2018)
- Supervisor, Taiwan Artificial Intelligence Association (2nd Term) (2022-2024)
Present Positions:
- Assistant Professor and Director of Artificial Intelligence Legal Regime Research Center, College of Law, Tunghai University
- Founder, Champion Truth Consulting Co., Ltd.
Wu Chien-Yi
Education:
- B.A., Department of Accounting, Tunghai University
Experience:
- CPA, Hua Yun CPA Firm
- CFO, Hui Sheng Co., Ltd.
- Senior Team Leader, Honesty CPA Firm
- Auditor, Tax Department, Deloitte Taiwan
- Auditor, Audit Department, KPMG Taiwan
Present Position:
- CPA, Jian Yang & Co., CPAs
Election Results:
Discussion Items
| Discussion Items | Explanatory Notes | ||
|---|---|---|---|
| I | The Removal of Non-competition Restrictions for Newly Elected Directors | ||
| (The Proposal Was Submitted by the Board of Directors) | As prescribed in Item 1 of Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.” |
To leverage the professional expertise and business experience of the newly elected directors, the removal of non-competition restrictions pursuant to the Company Act is submitted to the shareholders' meeting for approval.
The concurrent positions held by the nominated director candidates are as follows. | |
| | | Name | Concurrent Positions at Other Companies |
| | | Nien Keng-Hao (Howard) | • Director and Legal Representative of Norm Pacific Technology Ltd. |
| | | Nien Chao-Hung (Michael) | • Director and Legal Representative of Norm Pacific Automation Corp. |
| | | Chuang Hsi-Chin (Ken) | • Director and Legal Representative of Norm Pacific Automation Corp.
• Director and Legal Representative of Norm Pacific Technology Ltd.
• Director and Legal Representative of E-Shine Technology Ltd. |
| | | Peng Ping (Benson) | • Director and Legal Representative of Norm Pacific Automation Corp.
• Chairman and Legal Representative of E-Shine Technology Ltd. |
| | | Huang Jian-Jang | • Independent Director, Wiwynn Corporation |
| | | Resolution: | |
| Special Motion | | | |
| Meeting Adjourned | | | |
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C. Attachment (c-1)
NIEN MADE ENTERPRISE CO., LTD.
Business Report (2025)
A. Business Report (2025)
This past year, 2025, amid soft window coverings demand, consumer trade-down, and rising tariffs in North America, alongside heightened USD volatility, Nien Made (NM) proactively mitigated these pressures through early preparation — diversifying its global footprint, expanding 0% tariff capacity in Mexico, and timely adjusting pricing for Custom window coverings. With disciplined execution, 2025 consolidated operating revenue reached a record NT$29.97bn (+1.5% YoY), or +4.4% YoY in USD terms. Custom window coverings grew +6.5%, supported by market-driven promotions in North America amid trade-down and sustained direct-to-consumer (D2C) e-commerce momentum in Europe. In contrast, Stock window coverings were essentially flat at +0.1% YoY, lifting Custom's revenue share to an all-time high of 72.9%. Continued optimization of manufacturing processes and strengthened cross-regional capacity allocation further reinforced our operational fundamentals, driving gross and operating margins to new highs. Partly offset by USD volatility on the non-operating side, NM's net income attributable to shareholders of the parent declined -4.4% YoY to NT$6.60bn, with EPS at NT$22.53.
In recent years, the window coverings industry has undergone a structural transformation. The North American market has largely transitioned to cordless window coverings, enhancing user safety. At the same time, ease of operation — including lifting and lowering — and manufacturing consistency, supported by patent protection, have become key competitive differentiators. NM's cordless operating system has now reached its 4th generation, with reliability and user experience that outperform peers. In addition, tighter de minimis rules in North America and Europe have reduced the loophole-driven advantage of low-cost cross-border shipping, shifting competition back to brand strength, product quality, and supply chain capabilities.
Looking ahead to 2026, tariff policies and geopolitical uncertainties remain key risks. The new 10% U.S. tariff, effective Feb 2026 — down from prior levels — may ease the burden on Custom window coverings, though other tariff measures still warrant close monitoring. Outside the U.S., we expect European D2C e-commerce, deeper penetration in Australia, contributions from new Canadian operations, and store expansion in Japan to drive growth. On the production side, additional capacity in Mexico and Northern Vietnam is set to come online in 2H2026, while new Stock capacity is in development to support future demand. At the Board of Directors (BoD) level, we will continue advancing diversity — introducing expertise in electrical engineering and artificial intelligence, alongside greater female representation — to align with smart window covering trends and strengthen sustainability.
(1) Overview of Business:
Despite weak market demand in 2025, NM maintained growth in window coverings. The return on equity (ROE) — a performance indicator that comprehensively reflects profitability (net margin), operating efficiency (asset turnover), and capital structure (financial leverage) — was 23.7% in 2025, in line with expectations.
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(2) Financial Summary:
NM’s consolidated operating revenues of 2025 were NT$29.97bn (+1.5% YoY) while the consolidated operating income for 2025 was NT$8.92bn (+6.6% YoY). For the non-operating items, compared with the exchange gain of NT$~600mn in 2024, NM had NT$~430mn in exchange loss in 2025. On the whole, NM’s consolidated net income attributable to shareholders of the parent in 2025 was NT$6.60bn (-4.4% YoY) and EPS to NT$22.53/share.
(3) Profitability:
Benefiting from proactive actions — diversifying its global footprint, expanding 0% tariff capacity in Mexico, and timely adjustments to pricing for Custom window coverings — NM’s consolidated gross margin expanded to 58.8% in 2025 from 57.2% in 2024.
(4) Financial Budgeting:
Not applicable. The Company does not publicly prepare financial budgets.
(5) Technological Developments:
Our R&D focus in 2025 includes:
- New-generation window coverings and low-PVC eco-friendly materials — advancing product sustainability;
- Advanced smart window covering technologies — enhancing product assortment; and
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Deployment of smart cutting machines in big-box retail — strengthening market share in Stock window coverings.
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B. Business Outlook (2026)
(1) Summary of Annual Business Plan and Important Production and Sales Policies
As we look ahead to 2026, key risks will be tariffs and geopolitical tensions. Supported by further price adjustments in North American Custom window coverings in 2026 and the introduction of next-generation motorized window coverings, growth momentum is expected to be sustained. Additional capacity in Mexico and Northern Vietnam will further enhance global production resilience. Together with this expanded capacity, we will actively drive Custom window coverings and expand market share in 2026. In Stock window coverings, building on the successful introduction of smart cutting machines, we expect to strengthen our niche position and unlock new growth opportunities.
(2) Macro Dynamics & Regulation Changes
a. Macro Dynamics & Competition
U.S. mortgage rates dropped to about 6.0% at the end of 2025, from a 2023 peak of 7.5%. Easing rate pressure may improve consumers' real purchasing power, supporting a latent recovery in sluggish housing demand. Another key area to watch is the new 10% U.S. tariff, effective Feb 2026 — down from prior levels. In our view, this may offer a potential silver lining against consumer trade-down trends.
The window coverings industry is entering a phase of rising technological complexity and process barriers — tilting the advantage toward players with strong balance sheets, deep talent pools, and state-of-the-art fabrication. As peers constrained by funding scale back expansion, this presents an opportunity to accelerate our global manufacturing footprint. From establishing our Mexico facility in 2020 to ramping up our 2nd plant in 2025, and securing land in Northern Vietnam for operations starting in 2H2026, we continue to execute with discipline. Supported by our net cash position, NM is among the few fully integrated window covering manufacturers that continue to expand global capacity and capture growth.
b. Regulation Changes
In our window coverings manufacturing process, we always prioritize safety and quality. Through professional testing, we ensure our products are free of harmful substances. In 2026, tariff uncertainties are expected to be under scrutiny. In response to climate change, NM has disclosed its 2050 risk assessment (Mild Climate Risk) in accordance with the Task Force on Climate-Related Financial Disclosures (TCFD) framework. Regarding the European Union's Carbon Border Adjustment Mechanism (CBAM) and the European Union Deforestation Regulation (EUDR), although there is no impact for 2024-2025, NM has initiated cross-departmental tracking to ensure thorough preparedness.
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(3) Business Policies
Safe Production and Quality First are NM’s core values. We firmly believe that providing safe and excellent quality products is fundamental to the sustainable development of the Company. Dedication to quality paves the best path to cost efficiency and delivery satisfaction.
- NM shall provide competitive products and customer-oriented service to fulfill customer needs.
- NM shall strengthen its corporate structure to ensure sustainable development amid the rapidly changing environment.
- NM shall add value, fulfill the Company’s social responsibilities, and contribute to societal development.
Howard Nien
Chairman
Michael Nien
CEO
Albert Chen
Accounting Division Manager
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C. Attachment (c-2)
NIEN MADE ENTERPRISE CO., LTD.
Audit Committee’s Review Report (2025)
To: 2026 Annual Shareholders' Meeting of Nien Made Enterprise Co., Ltd.
The Board of Directors has prepared the Company’s Business Report (2025), Financial Statements, and proposal for distribution of 2025 earnings. Of which, the Financial Statements have been audited by Ernst & Young Taiwan. The Business Report, Financial Statements, and proposal for distribution of 2025 earnings have been audited by us as Audit Committee of the Company. We deem no inappropriateness on these documents. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report. Please review.
Chi-Wei Lin
Chairman of the Audit Committee
Mar 5, 2026
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C. Attachment (c-3)
NIEN MADE ENTERPRISE CO., LTD.
Independent Auditors' Report
and
Financial Statement (2025)
EY安永
安永聯合會計師事務所
40756 台中市市政北七路186號26樓
26F, No.186, Shizheng N. 7th Road,
Taichung City, Taiwan, R.O.C
Tel: 886 4 2259 8999
Fax: 886 4 2259 7999
ey.com/zh_tw
REPORT OF INDEPENDENT AUDITORS
English Translation of a Report Originally Issued in Chinese
To NIEN MADE ENTERPRISE CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of NIEN MADE ENTERPRISE CO., LTD. (collectively, the “Company”) and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
A member firm of Ernst & Young Global Limited
EY安永
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were most significant in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Evaluation of allowance for inventory valuation loss
As of December 31, 2025, the Company and its subsidiaries’ net inventories amounted to NT$3,678,076 thousand which accounted for 9% of consolidated total assets, which was material to the financial statements of the Company and its subsidiaries. The allowance for inventory valuation loss could be affected by management judgement and the impact of the future market and economic outlook expected. We therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the effectiveness of internal controls over inventories; assessing the reasonableness of accounting policy of inventory valuation loss set up by management; assessing the stocktaking plan and selecting important storage locations to observe inventory counts to ensure quantities and status; obtaining the supporting documents for calculating allowance for inventory valuation loss and sampling related documents to confirm the correctness of allowance for inventory loss; obtaining inventory movement report and sampling related documents of purchases and sales. We also recalculated the net realizable value estimation adopted by management. Please refer to Notes 4, 5 and 6 of the consolidated financial statements.
2. Impairment of notes and accounts receivable
As of December 31, 2025, the Company and its subsidiaries’ gross notes and accounts receivable and loss allowance amounted to NT$3,140,346 thousand and NT$95,420 thousand, respectively. Net notes and accounts receivable accounted for 8% of consolidated total assets that could have significant impact on the consolidated financial statements. Since the collection of notes and accounts receivable is the key factor in the working capital management of the Company and its subsidiaries, and the adoption of provision policy requires significant management judgement, we therefore determined this a key audit matter.
A member firm of Ernst & Young Global Limited
EY安永
Our audit procedures included, but not limited to, understanding and testing the effectiveness of internal control over accounts receivable; assessing the reasonableness of loss allowance policy, including understanding how management evaluated expected credit loss ratio according to historical experience and future economic outlook expected; investigating accounts receivable details and sampling related documents for aging; recalculating the loss allowance for accounts receivables based on the expected credit loss ratio. We also evaluated individually the reasonableness of the impairment of accounts receivable long overdue and its collection in subsequent period. Please refer to Notes 5 and 6 of the consolidated financial statements.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
A member firm of Ernst & Young Global Limited
EY安永
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
A member firm of Ernst & Young Global Limited
EY安永
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Others
We have also audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
Chen, Ming Hung
Tu, Chin Yuan
Ernst & Young, Taiwan
March 5, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
A member firm of Ernst & Young Global Limited
NIEN MADE ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4, 6(1) | $16,872,121 | 42.2 | $15,856,666 | 41.9 |
| 1170 | Notes and Accounts receivable, net | 4, 6(2) | 3,044,926 | 7.6 | 2,864,749 | 7.6 |
| 1200 | Other receivables | 4 | 168,261 | 0.4 | 230,073 | 0.6 |
| 1220 | Current tax assets | 4 | 129,949 | 0.3 | 162,815 | 0.4 |
| 1310 | Inventories | 4, 6(3) | 3,678,076 | 9.2 | 4,065,841 | 10.8 |
| 1410 | Prepayments | 6(4) | 1,552,745 | 3.9 | 1,337,167 | 3.5 |
| 1470 | Other current assets | 57,601 | 0.1 | 42,832 | 0.1 | |
| 11xx | Total current assets | 25,503,679 | 63.7 | 24,560,143 | 64.9 | |
| Non-current assets | ||||||
| 1600 | Property, plant and equipment | 4, 6(5) | 11,493,884 | 28.7 | 10,587,620 | 28.0 |
| 1755 | Right-of-use assets | 4, 6(13) | 1,745,005 | 4.4 | 1,750,847 | 4.6 |
| 1760 | Investment property | 4 | 10,060 | - | 10,060 | - |
| 1780 | Intangible assets | 4 | 249,605 | 0.6 | 78,110 | 0.2 |
| 1840 | Deferred income tax assets | 4, 6(17) | 366,322 | 0.9 | 391,102 | 1.0 |
| 1900 | Other non-current assets | 6(6) | 656,284 | 1.7 | 480,325 | 1.3 |
| 15xx | Total non-current assets | 14,521,160 | 36.3 | 13,298,064 | 35.1 |
1xxx Total assets
$40,024,839 100.0 $37,858,207 100.0
(Continued)
NIEN MADE ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term loans | 4, 6(7) | $571,041 | 1.4 | $402,024 | 1.1 |
| 2130 | Contract liabilities, current | 6(12) | 810,304 | 2.0 | 742,052 | 2.0 |
| 2170 | Notes and Accounts payable | 749,392 | 1.9 | 963,096 | 2.5 | |
| 2200 | Other payables | 6(8) | 2,693,988 | 6.7 | 2,819,339 | 7.4 |
| 2230 | Current income tax liabilities | 4 | 997,731 | 2.5 | 1,416,582 | 3.7 |
| 2280 | Lease liabilities, current | 4, 6(13) | 125,507 | 0.3 | 123,578 | 0.3 |
| 2300 | Other current liabilities | 196,469 | 0.5 | 220,086 | 0.6 | |
| 21xx | Total current liabilities | 6,144,432 | 15.3 | 6,686,757 | 17.6 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | 4, 6(9) | 530,455 | 1.3 | 402,024 | 1.1 |
| 2570 | Deferred income tax liabilities | 4, 6(17) | 2,577,934 | 6.4 | 2,424,432 | 6.4 |
| 2580 | Lease liabilities, non-current | 4, 6(13) | 304,995 | 0.8 | 210,273 | 0.6 |
| 2640 | Net defined benefit obligation, non-current | 4, 6(10) | 58,396 | 0.2 | 53,888 | 0.1 |
| 25xx | Total non-current liabilities | 3,471,780 | 8.7 | 3,090,617 | 8.2 | |
| 2xxx | Total liabilities | 9,616,212 | 24.0 | 9,777,374 | 25.8 | |
| 31xx | Equity attributable to the parent company | 6(11) | ||||
| 3100 | Capital | |||||
| 3110 | Common stock | 2,930,202 | 7.3 | 2,930,202 | 7.7 | |
| 3200 | Capital surplus | 4,572,007 | 11.4 | 4,572,007 | 12.1 | |
| 3300 | Retained earnings | |||||
| 3310 | Legal reserve | 4,708,769 | 11.8 | 4,020,600 | 10.6 | |
| 3350 | Unappropriated earnings | 17,404,974 | 43.5 | 15,744,287 | 41.6 | |
| 3400 | Other components of equity | |||||
| 3410 | Exchange differences on translation of foreign operations | 387,984 | 1.0 | 343,960 | 0.9 | |
| 36xx | Non-controlling interests | 404,691 | 1.0 | 469,777 | 1.3 | |
| 3xxx | Total equity | 30,408,627 | 76.0 | 28,080,833 | 74.2 | |
| Total liabilities and equity | $40,024,839 | 100.0 | $37,858,207 | 100.0 |
(The accompanying notes are an integral part of the consolidated financial statements)
- 25 -
NIEN MADE ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the years ended December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Amount | % | Amount | % | |||
| 4000 | Operating revenues | 4, 6(12) | $29,968,999 | 100.0 | $29,535,209 | 100.0 |
| 5000 | Operating costs | 6(14) | (12,346,494) | (41.2) | (12,630,101) | (42.8) |
| 5900 | Gross profit | 17,622,505 | 58.8 | 16,905,108 | 57.2 | |
| 6000 | Operating expenses | 6(14) | ||||
| 6100 | Selling and marketing expenses | (5,130,752) | (17.1) | (5,108,520) | (17.3) | |
| 6200 | General and administrative expenses | (3,420,035) | (11.4) | (3,257,333) | (11.0) | |
| 6300 | Research and development expenses | (155,024) | (0.5) | (171,580) | (0.6) | |
| Total operating expenses | (8,705,811) | (29.0) | (8,537,433) | (28.9) | ||
| 6900 | Operating income | 8,916,694 | 29.8 | 8,367,675 | 28.3 | |
| 7000 | Non-operating income and expenses | 6(15) | ||||
| 7100 | Interest income | 576,534 | 1.9 | 631,387 | 2.1 | |
| 7010 | Other income | 131,527 | 0.4 | 32,099 | 0.1 | |
| 7020 | Other gains and losses | (387,749) | (1.3) | 458,717 | 1.6 | |
| 7050 | Finance costs | (21,920) | (0.1) | (12,730) | - | |
| Total non-operating income and expenses | 298,392 | 0.9 | 1,109,473 | 3.8 | ||
| 7900 | Income from continuing operations before income tax | 9,215,086 | 30.7 | 9,477,148 | 32.1 | |
| 7950 | Income tax expense | 4, 6(17) | (2,278,842) | (7.6) | (2,358,669) | (8.0) |
| 8200 | Net income | 6,936,244 | 23.1 | 7,118,479 | 24.1 | |
| 8300 | Other comprehensive income (loss) | 6(16) | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | |||||
| 8311 | Remeasurements of defined benefit obligation | (4,530) | - | (25,707) | (0.1) | |
| 8349 | Income tax related to items that may not be reclassified subsequently | 906 | - | 5,142 | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | |||||
| 8361 | Exchange differences on translation of foreign operations | 89,228 | 0.3 | 336,218 | 1.1 | |
| 8399 | Income tax related to items that may be reclassified subsequently | (11,108) | - | (67,680) | (0.2) | |
| Total other comprehensive income (loss), net of tax | 74,496 | 0.3 | 247,973 | 0.8 | ||
| 8500 | Total comprehensive income | $7,010,740 | 23.4 | $7,366,452 | 24.9 | |
| 8600 | Net income attributable to: | |||||
| 8610 | Shareholders of the parent | $6,601,203 | $6,903,073 | |||
| 8620 | Non-controlling interests | 335,041 | 215,406 | |||
| $6,936,244 | $7,118,479 | |||||
| 8700 | Comprehensive income (loss) attributable to: | |||||
| 8710 | Shareholders of the parent | $6,641,673 | $7,153,932 | |||
| 8720 | Non-controlling interests | 369,067 | 212,520 | |||
| $7,010,740 | $7,366,452 | |||||
| Earnings per share (NTD) | 6(18) | |||||
| 9750 | Earnings per share-basic | $22.53 | $23.56 | |||
| 9850 | Earnings per share-diluted | $22.48 | $23.49 |
(The accompanying notes are an integral part of the consolidated financial statements)
NIEN MADE ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Equity Attributable to Shareholders of the Parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Notes | Common Stock | Capital Surplus | Retained earnings | Exchange Differences on Translation of Foreign Operations | Non-Controlling Interests | Total Equity | |||
| Legal Reserve | Special Reserve | Unappropriated Earnings | |||||||
| Balance as of January 1, 2024 | $2,930,202 | $4,572,007 | $3,471,034 | $146,026 | $12,782,382 | $71,715 | $456,603 | $24,429,969 | |
| Appropriation and distribution of retained earnings, 2023 | 6(11) | 549,566 | (549,566) | - | |||||
| Legal reserve | (146,026) | 146,026 | - | ||||||
| Special reserve | (3,516,242) | (3,516,242) | |||||||
| Cash dividends | |||||||||
| Net income in 2024 | 6,903,073 | 215,406 | 7,118,479 | ||||||
| Other comprehensive income (loss), net of income tax in 2024 | 6(16) | (21,386) | 272,245 | (2,886) | 247,973 | ||||
| Total comprehensive income (loss) | - | - | - | - | 6,881,687 | 272,245 | 212,520 | 7,366,452 | |
| Change in non-controlling interests | 6(11) | (199,346) | (199,346) | ||||||
| Balance as of December 31, 2024 | 2,930,202 | 4,572,007 | 4,020,600 | - | 15,744,287 | 343,960 | 469,777 | 28,080,833 | |
| Appropriation and distribution of retained earnings, 2024 | 6(11) | 688,169 | (688,169) | - | |||||
| Legal reserve | (4,248,793) | (4,248,793) | |||||||
| Cash dividends | |||||||||
| Net income in 2025 | 6,601,203 | 335,041 | 6,936,244 | ||||||
| Other comprehensive income (loss), net of income tax in 2025 | 6(16) | (3,554) | 44,024 | 34,026 | 74,496 | ||||
| Total comprehensive income (loss) | - | - | - | - | 6,597,649 | 44,024 | 369,067 | 7,010,740 | |
| Change in non-controlling interests | 6(11) | (434,153) | (434,153) | ||||||
| Balance as of December 31, 2025 | $2,930,202 | $4,572,007 | $4,708,769 | $- | $17,404,974 | $387,984 | $404,691 | $30,408,627 |
(The accompanying notes are an integral part of the consolidated financial statements)
NIEN MADE ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the years ended December 31, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Cash flows from operating activities: | |||
| Net income before tax | $9,215,086 | $9,477,148 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss): | |||
| Depreciation | 826,804 | 848,862 | |
| Amortization | 232,582 | 206,907 | |
| Losses (Gains) of financial assets and liabilities at fair value through profit or loss | 25,261 | (12,450) | |
| Interest expense | 21,920 | 12,730 | |
| Interest income | (576,534) | (631,387) | |
| (Gains) losses on disposal of property, plant and equipment, net | (67,923) | 19,195 | |
| Impairment loss on financial assets | - | 37,792 | |
| (Reversal of) impairment loss on non-financial assets | (5,336) | 78,993 | |
| Changes in operating assets and liabilities: | |||
| Notes and accounts receivable | (333,797) | (122,706) | |
| Other receivables | 57,354 | 46,504 | |
| Inventories | 77,244 | 83,881 | |
| Prepayments | (269,657) | (315,803) | |
| Other current assets | (64,494) | (42,841) | |
| Financial liabilities held for trading | (24,536) | - | |
| Contract liabilities | 68,252 | 135,375 | |
| Notes and accounts payable | (195,058) | 163,191 | |
| Other payables | (8,419) | 341,305 | |
| Other current liabilities | (23,617) | (9,307) | |
| Net defined benefit obligation | 4,439 | 5,792 | |
| Cash generated from operations | 8,959,571 | 10,323,181 | |
| Interest received | 580,992 | 612,693 | |
| Interest paid | (21,792) | (12,307) | |
| Income tax paid | (2,466,743) | (2,376,288) | |
| Net cash provided by operating activities | 7,052,028 | 8,547,279 | |
| Cash flows from investing activities: | |||
| Proceeds from financial assets at fair value through profit or loss | - | 12,227 | |
| Acquisition of property, plant and equipment | (1,540,978) | (1,878,809) | |
| Proceeds from disposal of property, plant and equipment | 141,637 | 11,037 | |
| Acquisition of intangible assets | (77,245) | (5,382) | |
| Increase in refundable deposit | (1,729) | (4,729) | |
| Acquisition of right-of-use assets | (30,582) | (579,823) | |
| Increase in other non-current assets | (104,081) | (32,824) | |
| Net cash used in investing activities | (1,612,978) | (2,478,303) | |
| Cash flows from financing activities: | |||
| Increase in short-term loans | 187,692 | 416,827 | |
| Increase in long-term loans | 145,375 | 416,827 | |
| Cash dividends | (4,248,793) | (3,516,242) | |
| Repayment of lease principal | (135,931) | (131,961) | |
| Change in non-controlling interests | (434,153) | (199,346) | |
| Net cash used in financing activities | (4,485,810) | (3,013,895) | |
| Effect of exchange rate changes on cash and cash equivalents | 62,215 | (18,496) | |
| Net increase in cash and cash equivalents | 1,015,455 | 3,036,585 | |
| Cash and cash equivalents at beginning of period | 15,856,666 | 12,820,081 | |
| Cash and cash equivalents at end of period | 6(1) | $16,872,121 | $15,856,666 |
(The accompanying notes are an integral part of the consolidated financial statements)
EY安永
安永聯合會計師事務所
40756 台中市市政北七路186號26樓
26F, No.186, Shizheng N. 7th Road,
Taichung City, Taiwan, R.O.C
Tel: 886 4 2259 8999
Fax: 886 4 2259 7999
ey.com/zh_tw
REPORT OF INDEPENDENT AUDITORS
English Translation of a Report Originally Issued in Chinese
To NIEN MADE ENTERPRISE CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of NIEN MADE ENTERPRISE CO., LTD. (collectively, the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).
In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and their parent company only financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company and in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
A member firm of Ernst & Young Global Limited
EY安永
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were most significant in our audit of 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Evaluation of allowance for inventory valuation loss (including evaluation of allowance for inventory valuation loss of investment accounted for using equity method)
The Company and its investment accounted for using equity method - subsidiaries’ inventories were significant to their financial statements. The allowance for inventory valuation loss could be affected by management judgement and the impact of the future market and economic outlook expected. We therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the effectiveness of internal controls over inventories; assessing the reasonableness of accounting policy of inventory valuation loss set up by management; assessing the stocktaking plan and selecting important storage locations to observe inventory counts to ensure quantities and status; obtaining the supporting documents for calculating allowance for inventory valuation loss and sampling related documents to confirm the correctness of allowance for inventory loss; obtaining inventory movement report and sampling related documents of purchases and sales. We also recalculated the net realizable value estimation adopted by management. Please refer to Notes 4, 5 and 6 of the parent company only financial statements.
2. Impairment of notes and accounts receivable (including impairment of notes and accounts receivable of investment accounted for using equity method)
The Company and its investment accounted for using equity method - subsidiaries’ notes and accounts receivable, net were significant to their financial statements. Since the collection of notes and accounts receivable is the key factor in the working capital management of the Company, and the adoption of provision policy requires significant management judgement, we therefore determined this a key audit matter.
A member firm of Ernst & Young Global Limited
EY安永
Our audit procedures included, but not limited to, understanding and testing the effectiveness of internal control over accounts receivable; assessing the reasonableness of loss allowance policy, including understanding how management evaluated expected credit loss ratio according to historical experience and future economic outlook expected; investigating accounts receivable details and sampling related documents for aging; recalculating the loss allowance for accounts receivables based on the expected credit loss ratio. We also evaluated individually the reasonableness of the impairment of accounts receivable long overdue and its collection in subsequent period. Please refer to Notes 5 and 6 of the parent company only financial statements.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the financial reporting process of the Company.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
A member firm of Ernst & Young Global Limited
EY安永
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
A member firm of Ernst & Young Global Limited
EY安永
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chen, Ming Hung
Tu, Chin Yuan
Ernst & Young, Taiwan
March 5, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
A member firm of Ernst & Young Global Limited
NIEN MADE ENTERPRISE CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4, 6(1) | $8,391,654 | 23.5 | $7,346,234 | 21.5 |
| 1170 | Notes and Accounts receivable, net | 4, 6(2) | 173,073 | 0.5 | 227,587 | 0.7 |
| 1180 | Accounts receivable - related parties, net | 4, 6(2), 7 | 2,931,194 | 8.2 | 3,151,046 | 9.2 |
| 1200 | Other receivables | 4 | 23,227 | 0.1 | 27,590 | 0.1 |
| 1210 | Other receivables - related parties | 7 | 11,106 | - | 583 | - |
| 1310 | Inventories | 4, 6(3) | 280,821 | 0.8 | 561,489 | 1.6 |
| 1410 | Prepayments | 6(4), 7 | 182,155 | 0.5 | 563,327 | 1.6 |
| 1470 | Other current assets | 5,941 | - | 903 | - | |
| 11xx | Total current assets | 11,999,171 | 33.6 | 11,878,759 | 34.7 | |
| Non-current assets | ||||||
| 1550 | Investment accounted for using equity method | 4, 6(5) | 21,525,998 | 60.2 | 20,352,542 | 59.5 |
| 1600 | Property, plant and equipment | 4, 6(6) | 1,729,607 | 4.8 | 1,738,422 | 5.1 |
| 1755 | Right-of-use assets | 4, 6(11) | 549 | - | - | - |
| 1760 | Investment property | 4 | 10,060 | - | 10,060 | - |
| 1780 | Intangible assets | 4 | 26,720 | 0.1 | 31,504 | 0.1 |
| 1840 | Deferred income tax assets | 4, 6(15) | 111,685 | 0.3 | 133,152 | 0.4 |
| 1900 | Other non-current assets | 344,717 | 1.0 | 56,342 | 0.2 | |
| 15xx | Total non-current assets | 23,749,336 | 66.4 | 22,322,022 | 65.3 |
1xxx Total assets
$35,748,507 100.0 $34,200,781 100.0
(Continued)
NIEN MADE ENTERPRISE CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2130 | Contract liabilities, current | 6(10) | $5,766 | - | $9,447 | - |
| 2170 | Accounts payable | 84,184 | 0.2 | 105,433 | 0.3 | |
| 2180 | Accounts payable - related parties | 7 | 1,211,241 | 3.4 | 1,759,466 | 5.2 |
| 2200 | Other payables | 6(7) | 663,893 | 1.9 | 781,532 | 2.3 |
| 2220 | Other payables - related parties | 7 | 217,894 | 0.6 | 151,448 | 0.4 |
| 2230 | Current income tax liabilities | 4 | 861,795 | 2.4 | 1,264,807 | 3.7 |
| 2280 | Lease liabilities, current | 4, 6(11) | 557 | - | - | - |
| 2300 | Other current liabilities | 33,147 | 0.1 | 33,394 | 0.1 | |
| 21xx | Total current liabilities | 3,078,477 | 8.6 | 4,105,527 | 12.0 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 4, 6(15) | 2,545,370 | 7.1 | 2,360,100 | 6.9 |
| 2640 | Net defined benefit obligation, non-current | 4, 6(8) | 58,396 | 0.2 | 53,888 | 0.2 |
| 2650 | Credit balance in investment accounted for using equity method | 4, 6(5) | 62,328 | 0.2 | 70,210 | 0.2 |
| 25xx | Total non-current liabilities | 2,666,094 | 7.5 | 2,484,198 | 7.3 | |
| 2xxx | Total liabilities | 5,744,571 | 16.1 | 6,589,725 | 19.3 | |
| 31xx | Equity | 6(9) | ||||
| 3100 | Capital | |||||
| 3110 | Common stock | 2,930,202 | 8.1 | 2,930,202 | 8.5 | |
| 3200 | Capital surplus | 4,572,007 | 12.8 | 4,572,007 | 13.4 | |
| 3300 | Retained earnings | |||||
| 3310 | Legal reserve | 4,708,769 | 13.2 | 4,020,600 | 11.8 | |
| 3320 | Special reserve | - | - | - | ||
| 3350 | Unappropriated earnings | 17,404,974 | 48.7 | 15,744,287 | 46.0 | |
| 3400 | Other components of equity | |||||
| 3410 | Exchange differences on translation of foreign operations | 387,984 | 1.1 | 343,960 | 1.0 | |
| 3xxx | Total equity | 30,003,936 | 83.9 | 27,611,056 | 80.7 |
Total liabilities and equity
$35,748,507 100.0 $34,200,781 100.0
(The accompanying notes are an integral part of the parent company only financial statements)
NIEN MADE ENTERPRISE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the years ended December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Amount | % | Amount | % | |||
| 4000 | Operating revenues | 4,6(10),7 | $19,574,594 | 100.0 | $20,196,436 | 100.0 |
| 5000 | Operating costs | 6(12), 7 | (10,901,143) | (55.7) | (11,212,248) | (55.5) |
| 5900 | Gross profit | 8,673,451 | 44.3 | 8,984,188 | 44.5 | |
| 5910 | Unrealized profit or loss on sales | (375,596) | (1.9) | (349,950) | (1.7) | |
| 5920 | Realized profit or loss on sales | 349,950 | 1.8 | 397,418 | 1.9 | |
| Gross profit, net | 8,647,805 | 44.2 | 9,031,656 | 44.7 | ||
| 6000 | Operating expenses | 6(12) | ||||
| 6100 | Selling and marketing expenses | (1,026,334) | (5.2) | (1,198,396) | (5.9) | |
| 6200 | General and administrative expenses | (474,569) | (2.4) | (608,627) | (3.0) | |
| 6300 | Research and development expenses | (128,830) | (0.7) | (141,266) | (0.7) | |
| Total operating expenses | (1,629,733) | (8.3) | (1,948,289) | (9.6) | ||
| 6900 | Operating income | 7,018,072 | 35.9 | 7,083,367 | 35.1 | |
| 7000 | Non-operating income and expenses | 6(13) | ||||
| 7100 | Interest income | 343,496 | 1.7 | 357,158 | 1.7 | |
| 7010 | Other income | 88,453 | 0.4 | 2,165 | - | |
| 7020 | Other gains and losses | (251,944) | (1.3) | 438,570 | 2.2 | |
| 7050 | Finance costs | (25) | - | (7) | - | |
| 7070 | Share of profit or loss of subsidiaries, associates and joint ventures | 4 | 1,150,801 | 5.9 | 873,408 | 4.3 |
| Total non-operating income and expenses | 1,330,781 | 6.7 | 1,671,294 | 8.2 | ||
| 7900 | Income from continuing operations before income tax | 8,348,853 | 42.6 | 8,754,661 | 43.3 | |
| 7950 | Income tax expense | 4, 6(15) | (1,747,650) | (8.9) | (1,851,588) | (9.1) |
| 8200 | Net income | 6,601,203 | 33.7 | 6,903,073 | 34.2 | |
| 8300 | Other comprehensive income (loss) | 6(14) | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | |||||
| 8311 | Remeasurements of defined benefit obligation | (4,409) | - | (27,141) | (0.1) | |
| 8349 | Income tax related to items that may not be reclassified subsequently | 855 | - | 5,755 | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | |||||
| 8361 | Exchange differences on translation of foreign operations | 55,030 | 0.3 | 340,306 | 1.6 | |
| 8399 | Income tax related to items that may be reclassified subsequently | (11,006) | (0.1) | (68,061) | (0.3) | |
| 8300 | Total other comprehensive income (loss), net of tax | 40,470 | 0.2 | 250,859 | 1.2 | |
| 8500 | Total comprehensive income | $6,641,673 | 33.9 | $7,153,932 | 35.4 | |
| Earnings per share (NTD) | 6(16) | |||||
| 9750 | Earnings per share-basic | $22.53 | $23.56 | |||
| 9850 | Earnings per share-diluted | $22.48 | $23.49 |
(The accompanying notes are an integral part of the parent company only financial statements)
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NIEN MADE ENTERPRISE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes | Common Stock | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of Foreign Operations | Total Equity | |
| Balance as of January 1, 2024 | $2,930,202 | $4,572,007 | $3,471,034 | $146,026 | $12,782,382 | $71,715 | $23,973,366 | |
| Appropriation and distribution of retained earnings, 2023 | 6(9) | |||||||
| Legal reserve | 549,566 | (549,566) | - | |||||
| Special reserve | (146,026) | 146,026 | - | |||||
| Cash dividends | (3,516,242) | (3,516,242) | ||||||
| Net income in 2024 | 6,903,073 | 6,903,073 | ||||||
| Other comprehensive income (loss), net of income tax in 2024 | 6(14) | (21,386) | 272,245 | 250,859 | ||||
| Total comprehensive income (loss) | - | - | - | - | 6,881,687 | 272,245 | 7,153,932 | |
| Balance as of December 31, 2024 | 2,930,202 | 4,572,007 | 4,020,600 | - | 15,744,287 | 343,960 | 27,611,056 | |
| Appropriation and distribution of retained earnings, 2024 | 6(9) | |||||||
| Legal reserve | 688,169 | (688,169) | - | |||||
| Cash dividends | (4,248,793) | (4,248,793) | ||||||
| Net income in 2025 | 6,601,203 | 6,601,203 | ||||||
| Other comprehensive income (loss), net of income tax in 2025 | 6(14) | (3,554) | 44,024 | 40,470 | ||||
| Total comprehensive income (loss) | - | - | - | - | 6,597,649 | 44,024 | 6,641,673 | |
| Balance as of December 31, 2025 | $2,930,202 | $4,572,007 | $4,708,769 | $- | $17,404,974 | $387,984 | $30,003,936 |
(The accompanying notes are an integral part of the parent company only financial statements)
NIEN MADE ENTERPRISE CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the years ended December 31, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Cash flows from operating activities: | |||
| Net income before tax | $8,348,853 | $8,754,661 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss): | |||
| Depreciation | 59,426 | 53,057 | |
| Amortization | 36,129 | 43,358 | |
| Interest expense | 25 | 7 | |
| Interest income | (343,496) | (357,158) | |
| Unrealized (realized) profit on sales | 25,646 | (47,468) | |
| Investment income recognized from investment accounted for using equity method | (1,150,801) | (873,408) | |
| Gains on disposal of property, plant and equipment, net | (73,577) | - | |
| Impairment loss on financial assets | - | 37,792 | |
| Impairment loss on non-financial assets | - | 69,215 | |
| Changes in operating assets and liabilities: | |||
| Notes and accounts receivable | 54,514 | (18,690) | |
| Accounts receivable - related parties | 219,852 | (238,247) | |
| Inventories | 280,668 | (67,374) | |
| Other receivables | (408) | 987 | |
| Other receivables - related parties | (10,523) | 4,130 | |
| Prepayments | 378,625 | (366,449) | |
| Other current assets | (5,038) | (320) | |
| Contract liabilities | (3,681) | 1,688 | |
| Accounts payable | (21,249) | 9,828 | |
| Accounts payable - related parties | (548,225) | (160,417) | |
| Other payables | (117,639) | 182,728 | |
| Other payables - related parties | 66,446 | (21,120) | |
| Other current liabilities | (247) | 532 | |
| Net defined benefit obligation | 236 | (248) | |
| Cash generated from operations | 7,195,536 | 7,007,084 | |
| Interest received | 348,267 | 339,570 | |
| Interest paid | (25) | (7) | |
| Income tax paid | (1,954,076) | (1,800,855) | |
| Net cash provided by operating activities | 5,589,702 | 5,545,792 | |
| Cash flows from investing activities: | |||
| Acquisition of investment accounted for using equity method | (473,107) | (604,253) | |
| Dividends distributed by investment accounted for using equity method | 471,817 | 221,080 | |
| Acquisition of property, plant and equipment | (62,557) | (73,680) | |
| Proceeds from disposal of property, plant and equipment | 124,589 | - | |
| Acquisition of intangible assets | (1,732) | (2,430) | |
| Increase in refundable deposits | (80) | - | |
| Increase in other non-current assets | (353,878) | (13,139) | |
| Net cash used in investing activities | (294,948) | (472,422) | |
| Cash flows from financing activities: | |||
| Cash dividends | (4,248,793) | (3,516,242) | |
| Repayment of lease principal | (541) | (507) | |
| Net cash used in financing activities | (4,249,334) | (3,516,749) | |
| Net increase in cash and cash equivalents | 1,045,420 | 1,556,621 | |
| Cash and cash equivalents at beginning of period | 7,346,234 | 5,789,613 | |
| Cash and cash equivalents at end of period | 6(1) | $8,391,654 | $7,346,234 |
(The accompanying notes are an integral part of the parent company only financial statements)
C. Attachment (c-4)
NIEN MADE ENTERPRISE CO., LTD.
Earnings Distribution Proposal (2025)
| Unit: NTD | |
|---|---|
| Undistributed earnings at the beginning | 10,807,325,475 |
| Other comprehensive income (loss) – Re-measurements of the defined benefit plan | (3,554,886) |
| Current income after income tax | 6,601,202,984 |
| Subtotal | 17,404,973,573 |
| Legal reserve | (659,764,810) |
| Earnings available for distribution | 16,745,208,763 |
| Distribution items: | |
| Cash dividends to shareholders | 4,688,323,200 |
| Stock dividends to shareholders | 0 |
| Undistributed earnings by the end of the period | 12,056,885,563 |
Note 1:
The distribution items in 2026 are allocated in priority from Earnings available for distribution in 2025.
Note 2:
According to the Article 29 of the Company’s Articles of Incorporation, the Company distributes surplus earning in the form of cash shall be resolved in the Board of Directors and be submitted to the shareholders’ meeting.
Howard Nien
Chairman
Michael Nien
CEO
Albert Chen
Accounting Division Manager
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D. Appendix (d-1)
NIEN MADE ENTERPRISE CO., LTD.
Articles of Incorporation
Chapter I General Provisions
Article 1
The Company is incorporated in accordance with the Company Law of the Republic of China and is named 億豐綜合工業股份有限公司. The English name of the Company is NIEN MADE ENTERPRISE CO., LTD.
Article 2
The business scope of the Company is as follows:
(1) F401010 International Trade.
(2) C805990 Other Plastic Products Manufacturing
(3) C399990 Other Textile Products Manufacturing.
(4) C501990 Other Wooden Products Manufacturing.
(5) C801100 Synthetic Resin & Plastic Manufacturing.
(6) CA01100 Aluminum Material Rolls over Extends and Crowding.
(7) CA02010 Metal Architectural Components Manufacturing.
(8) C601990 Other Paper Products Manufacturing.
(9) CB01010 Machinery and Equipment Manufacturing.
(10) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3
The head office of the Company is located in Taichung City. Branch companies at home or abroad may be established in accordance with resolution of the Board of Directors to meet factual need.
Article 4
With the resolution of the Board of Directors, the Company may provide endorsement and guarantee to others when necessary for its business.
Article 5
The total amount of the Company’s FDI shall not be subject to the restriction of no more than 40% of the Company’s paid-in capital as provided in Article 13 of the Company Law.
Chapter II Shares
Article 6
The total capital share of the Company is in the amount of 9,380,000,000 New Taiwan Dollars, divided into 938,000,000 shares of common stocks, at ten New Taiwan Dollars per share, which the Board of Directors are authorized to issue dividedly.
Article 7
The share certificates of the Company shall be issued in registered form after being signed or sealed by the director representing the Company and authenticated by the bank which is competent to certify shares under the laws. Upon the issuance of new shares, the Company may issue shares
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without printing any share certificate but shall register the issued shares with a centralized securities deposit enterprise for custody or registration and follow the regulations of that enterprise.
Article 8
The handling of the Company’s stock transaction shall be handled in accordance with the Company Law or the “Guidelines for Stock Operations for Public Companies” promulgated by the competent authority.
Article 9
Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of general meeting of shareholders, and thirty (30) days immediately before the date of any provisional meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Article 9-1
The employees entitled to receive treasury stock bought back by the Company in accordance with the Company Act include employees of subordinate companies meeting specific requirements. When the Company issues new shares, the employees entitled to subscribe the new shares include employees of subordinate companies meeting specific requirements. The employees entitled to receive share subscription warrants include employees of subordinate companies meeting specific requirements. The employees entitled to receive restricted stock include employees of subordinate companies meeting specific requirements. The aforesaid requirements of employees are stipulated by the Board of Directors.
Chapter III Shareholders’ Meetings
Article 10
The Shareholders’ Meetings are classified into General Meeting and Provisional Meetings.
Article 10-1
General meetings of shareholders shall be convened at least once every calendar year by the Board of Directors within six months after the end of each fiscal year.
Article 10-2
Provisional meetings shall be convened pursuant to the applicable laws when necessary.
Article 11
Notices shall be sent to all shareholders for the convening of shareholders meetings, at least thirty (30) days in advance, in case of general meetings; and at least fifteen (15) days in advance, in case of provisional meetings. The date, time, place and the purpose(s) for convening such meeting shall be clearly stated in the notices sent out to the shareholders.
The notice of the preceding Article may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.
For shareholders holding registered share certificates amounting to less than 1,000 shares, the aforementioned convening notice of the company’s shareholder meetings shall be announced in the form of a public notice.
Article 12
Except as otherwise herein provided, each share of stock shall be entitled to one vote.
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Article 13
Except as provided in the Company Law, Securities Exchange Act or other laws or regulations, the shareholders’ meetings shall be held if attended by shareholders representing more than one half of the total issued and outstanding capital stock of the Company, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.
According to regulatory requirements, shareholders may also vote via an electronic voting system, and those doing so shall be deemed as attending the shareholders’ meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.
The shareholders’ meeting of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 14
Where a shareholder is unable to attend the shareholders’ meeting, such shareholder may, in accordance with the Company Law and the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority, appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.
Article 15
If the 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 absent, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or absent, 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. If the shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 16
The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting and sent to each shareholder within 20 days after the meeting. Such minutes, together with the attendance list and proxy’s power of attorney, shall be filed and preserved by the Company.
The meeting minutes referred to in the preceding paragraph may be produced and issued to shareholders in electronic form, and the distribution of such minutes may be made by the way of making public announcement.
Article 17
For the Company to withdraw its public issuance, the resolution may be adopted by a majority vote of the shareholders present at the meeting of shareholders attended by the shareholders representing a large majority (2/3 or more) of the total number of the outstanding shares of the Company.
Chapter IV Directors and the Audit Committee
Article 18
The Company shall have nine to eleven directors. Directors elected by the nomination system shall be adopted by the Company for a term of three years, and all directors shall be eligible for re-election.
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The aforesaid Board of Directors must include at least three independent directors, and the independent directors shall be no less than one-fifth of the total number of directors. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be subject to rules and regulations prescribed by the relevant securities regulatory authority.
The total registered shares owned by the directors and supervisors of a public company shall be subject to the provisions of the Rules and Review Procedures for Director and Supervisors Share Ownership Ratios at Public Companies.
With the approval of resolution by the Board of Directors, the Company shall purchase directors and officers (D&O) liability insurance for the directors to protect them from claims which may arise from the decisions and actions taken within the scope of their regular duties.
Article 18-1
In compliance with Articles 14-4 of the Securities and Exchange Law, the Company shall establish an Audit Committee, which shall consist of all independent directors. The Audit Committee or the members of Audit Committee shall be responsible for those responsibilities of Supervisors specified under the Company Law, the Securities and Exchange Law and other relevant regulations.
Article 18-2
The Board of Directors of the Company may set up the Compensation Committee or other functional committees for the needs of business operations.
Article 19
The Directors shall elect from among themselves a Chairman of the Board of Directors, and may elect a Vice Chairman of the Board of Directors, by a majority in a meeting attended by over two-thirds of the Directors. The Chairman serves as the chair in both the shareholders' meeting and the board meeting, and shall have the authority to represent the Company.
Article 20
Unless otherwise provided for in the Company Law, meetings of the Board of Directors shall be convened by the Chairman at any location within or outside the country.
Notice for convening the meetings of the Board of Directors, setting forth the purposes of the meetings, shall be delivered to each director no later than seven days prior to the meeting. However, in the event of emergency, the meeting can be convened anytime without prior written notice.
The aforesaid notices for convening the meetings of the Board of Directors shall be notified in writing, by email or by fax.
In case a meeting of the Board of Directors is preceded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 21
In case the director is unable to attend a meeting of Board of Directors, he/she may appoint one of the other directors as his/her proxy to attend the meeting. A director may only act as the proxy of one other director.
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Article 22
The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. When the Chairman is on leave or absent, the Vice Chairman shall act in place of the Chairman; if the Vice Chairman also is on leave or absent, the Chairman shall appoint one of the directors to act as chair. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.
Article 23
Unless otherwise provided for in the Company Law, the Securities and Exchange Law and other relevant regulations, any resolution at a board meeting shall be adopted if voted in favor by the majority present at a board meeting at which more than one half of the directors are present.
Article 24
When one-third of the directors have vacated their offices, a shareholders’ meeting shall be immediately convened by the Board of Directors to elect new directors to fill the vacancies in accordance with relevant laws. The term of the new directors shall be the remainder of the term of the vacated offices. When the number of the independent directors falls below the threshold as prescribed in Article 18 or in the Articles of Incorporation of the Company due to the dismissal of independent directors for any reason, a by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse or all of their positions are vacant, a provisional shareholders’ meeting shall be called within 60 days from the date of the occurrence to hold a by-election to fill the vacancies.
Article 25
The Board of Directors is authorized to determine the salary for the Chairman, Vice-Chairman and Directors, taking into account the extent and value of the services provided for the management of the Company and the standards of the industry within the R.O.C. and overseas.
Chapter V Managerial Officers
Article 26
The Company may, by resolution of the Board of Directors, appoint one CEO to implement the resolutions of the Board of Directors and one Vice President as well as several assistant managers to assist the CEO to handle affairs. The appointment, discharge and remuneration of the managerial officers shall be decided in accordance with Article 29 of the Company Law.
Chapter VI Accounting
Article 27
The Company’s fiscal year is the calendar year. The Company shall close the accounts at the end of each fiscal year when the following reports shall be prepared by the meeting of the Board of Directors and shall be submitted to the general shareholders’ meeting for acceptance.
(1) Business Report;
(2) Financial Statements;
(3) Proposal Concerning Appropriation of Earnings or Covering of Losses.
Article 28
When there are earnings in the year, the Company shall set aside 1%-4% of its annual profits as employees’ compensation (of which 5% to 15% shall be reserved for distribution to junior
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employees) and no more than 1.5% as compensation to its directors. Provided, however, that the Company shall have reserved a sufficient amount to offset its accumulated losses.
The annual profit mentioned in the preceding article refers to the profits before tax of the same year before deducting the remuneration distributed to its employees and directors.
The Company may, by a resolution by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, determined the allocation of the employees' compensation and the remuneration of directors in the preceding paragraph; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
The compensation of employees set forth in the preceding paragraph may be distributed in the form of shares or in cash, and the employees mentioned in the preceding paragraph shall include employees of the subordinate companies meeting specific requirements; such requirements and form of distribution are stipulated by the Board of Directors.
Article 29
When allocating the earnings for each fiscal year, the Company shall first pay taxes, offset its losses in previous years and set aside a legal capital reserve at 10% of the earnings left over, provided that the amount of accumulated legal capital reserve has not reached the amount of the paid-in capital of the Company; then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The remaining earnings shall constitute the earnings available for distribution for the year, which, together with undistributed earnings carried forward from previous years, shall be proposed for distribution by the Board of Directors. The Company authorizes the distributable dividends in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting. The distributable dividends distributed in the form of new shares shall be approved by the shareholders' meeting.
The surrounding industries of the Company are in a mature environment, with stable profitability and sound financial structure. In consideration of the capital expenditure and a financial planning for continually expending its capital in the future as well as the shareholders' interests, the dividend for holders of stocks may be distributed in the forms of cash as well as stock, among which, the portion of cash dividend to be distributed shall not be less than the 20% of the total amount of distributed cash and stock dividend in that fiscal year.
The aforementioned proportion of dividends shall not be less than 50% of the earnings available for distribution for the year but may be adjusted based on the actual profits and capital expenditure.
Article 29-1
Where a capital reserve or legal reserve is distributed by cash, a resolution shall be adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
Article 30
The internal organization regulations of the Company and the detailed working rules shall be made separately.
Article 31
Any matters not provided for in these Articles of Incorporation shall be handled in accordance with
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the Company Law, Securities Exchange Act or other laws or regulations.
Article 32
The Articles of Incorporation were entered into on July 19, 2007, and were amended the first time on July 30, 2007; the second time on September 10, 2007; the third time on December 7, 2007; the fourth time on June 30, 2008; the fifth time on April 11, 2009; the sixth time on January 5, 2010; the seventh time on June 25, 2010; the eighth time on May 9, 2011; the ninth time on January 16, 2012; the tenth time on June 28, 2013; the eleventh time on November 30, 2013; the twelfth time on June 4, 2014; the thirteenth time on June 30, 2014; the fourteenth time on November 10, 2014; the fifteenth time on June 3, 2015; the sixteenth time on June 28, 2016, the seventeenth time on June 21, 2022; and the eighteenth amendment was on June 25, 2025.
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D. Appendix (d-2)
NIEN MADE ENTERPRISE CO., LTD.
Rules of Procedure for Shareholders' Meetings
Article 1 Basis for the adoption of these Rules.
To establish a strong governance system and sound supervisory capabilities for the Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be performed in accordance with these Rules.
Article 3 Convening shareholders meetings, shareholders meeting notices and proposals
-
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the Board of Directors.
-
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
-
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.
-
For the election or dismissal of directors, change of Articles of Incorporation, reduction of capital, application for suspension of public offering, non-competition approval for directors, transfer of earnings to additional paid-in capital, transfer of reserve to additional paid-in capital, company dissolution, merger, spin-off, or the matters set forth in Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
-
The reason for the convening of the shareholders' meeting is indicated as a full re-election of
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directors, and the date of assuming office is specified. After the re-election in the shareholders' meeting is completed, the date of assuming office shall not be changed via an extraordinary motion or other means at the same meeting.
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Shareholders holding more than 1% of the total issued shares may submit to the Company a proposal for a general shareholders' meeting and the number of proposal shall be limited to one. If the number of proposal submitted is more than one, such proposals shall not be included in the agenda. However, if the shareholder's proposal is to urge the Company to promote the public interest or fulfill its social responsibility, the Board of Directors may still include the proposal in the agenda. The Board of Directors may not have the proposals presented by shareholders that fall in the scope of Article 172-1 Article 4 of the Company Act included for discussion.
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Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
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Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
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Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4 Shareholders meeting attendance by proxy
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For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the shareholders meeting proxy form issued by the Company and stating the scope of the proxy's authorization.
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A shareholder may issue only one shareholders meeting proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
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After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 Time and place of a shareholders meeting
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
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Article 6 Shareholder attendance
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The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations 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.
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Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance and shareholder shall hand in a sign-in card in lieu of signing in. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
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When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 7 The chair and non-voting participants of a shareholders meeting
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If 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 vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the 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.
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When a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
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It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
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If a shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
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The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8 Documentation of a shareholders meeting by audio or video
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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.
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The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9 Calculation of attending shares and holding the shareholders meeting
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Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
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The chair shall call the meeting to order at the appointed meeting time and announce the information of the number of non-voting shares and shares in attendance. 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.
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If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
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When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10 Discussion of proposals
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If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
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The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.
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The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
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The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
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Article 11 Shareholder speech
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Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
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Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12 Calculation of voting shares and recusal system
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Voting at a shareholders meeting shall be calculated based on the number of shares.
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With respect to resolutions of shareholders meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
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When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
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The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
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With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13 Proposal voting and methods for vote monitoring and counting
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A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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When the Company holds a shareholders meeting, it may allow the shareholders to exercise
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voting rights by electronic means and correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
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A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
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After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
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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. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
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When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 14 Election of directors and supervisors
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The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and those lose an election and the numbers of votes with which they were elected and which they lost.
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- The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Shareholders meeting resolution matters
- Matters relating to the resolutions of a shareholders meeting shall be recorded in the minutes of the meeting. The minutes of the meeting shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The minutes of the meeting may be produced and distributed in electronic form.
- The minutes of the meeting of the preceding paragraph may be distributed by means of a public announcement made through the MOPS by the Company.
- The minutes of the meeting shall record the year, month, day, venue, the chair's full name, the methods by which resolutions were adopted, summary of the deliberations and voting results (including the number of voting rights). When there is an election of directors, the number of votes received by each elected director shall be disclosed and shall be kept permanently during the Company's existence.
Article 16 Public disclosure
- On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
- If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 Maintaining order at the meeting place
- Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
- The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
- At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
- When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 Recess and resumption of a shareholders meeting
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When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
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A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19 Supplementary Articles
These Rules and any amendments hereto, shall be implemented after adoption by shareholders meetings.
Article 20
The rules were adopted on June 30, 2014. The 1st amendment of the rules was on Nov. 10th, 2014; the 2nd amendment of the rules was on Jun. 3rd, 2015; the 3rd amendment of the rules was on Jun. 16th, 2020; and the 4th amendment of rules was on Jul. 2nd, 2021.
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D. Appendix (d-3)
NIEN MADE ENTERPRISE CO., LTD.
Rules of Procedures for Election of Directors
Article 1
Except as otherwise provided by law and regulation or by the Company’s articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 2
The overall composition of the Board of Directors shall be taken into consideration in the selection of the Company’s directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
- The ability to make judgments about operations.
- Accounting and financial analysis ability.
- Business management ability.
- Crisis management ability.
- Knowledge of the industry.
- An international market perspective.
- Leadership ability.
- Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The Board of Directors of the Company shall consider adjusting its composition based on the results of performance evaluation.
Article 3
Elections of both directors and independent directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 4
The qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee independent directors and may not arbitrarily add requirements for documentation of other qualifications. It shall further
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provide the results of the review to shareholders for their reference, so that qualified directors and independent directors will be elected.
Article 5
The professional qualifications, restrictions on both shareholding and concurrent positions held, method of nomination and other requirements with regard to the independent directors shall be subject to rules and regulations prescribed in the Company Act, Securities and Exchange Act, and relevant laws and regulations.
Article 6
The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 7
The number of directors will be as specified in the Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 8
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before the voting commences.
Article 9
If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 10
A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by the Board of Directors.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
- Other words or marks are entered in addition to the candidate's account name (name) or shareholder account number (or identity card number) and the number of voting rights allotted.
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The name of the candidate entered in the ballot is identical to that of another shareholder, but no
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shareholder account number or identity card number is provided in the ballot to identify such individual.
- The number of candidates filled in the ballot exceeding the number of the seats to be elected.
Article 11
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12
The Board of Directors of the Company shall issue notifications to the persons elected as directors.
Article 13
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
Article 14
The Procedures for the Election of Directors were set out on Jun 30, 2014, and were amended for the first time on Nov 10, 2014, the second time on Jun 3, 2015, and the third time on Jun 28, 2016.
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D. Appendix (d-4)
NIEN MADE ENTERPRISE CO., LTD.
Shareholdings of All Directors
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The paid-in capital of the Company is NT$2,930,202,000, divided into 293,020,200 shares of stocks. As prescribed in Article 26 of the Securities and Exchange Act, all the directors shall hold a minimum of 12,000,000 shares.
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The actual shareholdings of all directors of the Company as of the record date for this regular shareholders' meeting (Apr 19, 2026) are as follows:
| Title/ Name | Current Shareholding
(Unit: Shares) | Ownership |
| --- | --- | --- |
| Chairman
Nien Keng-Hao (Howard) | 28,927,263 | 9.87% |
| Director
Nien Chao-Hung (Michael) | 27,750,263 | 9.47% |
| Director
Chuang Hsi-Chin (Ken) | 15,007,047 | 5.12% |
| Director
Peng Ping (Benson) | 164,658 | 0.06% |
| Director
Jok Chung-Wai (Edward) | 133,000 | 0.05% |
| Independent Director
Lin Chi-Wei | 0 | 0.00% |
| Independent Director
Huang Shen-Yi | 0 | 0.00% |
| Independent Director
Hung Chung-Ching | 0 | 0.00% |
| Total | 71,982,231 | 24.57% |
Note:
1) As prescribed in Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, “If a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased to 80%.
2) The Company has set up an Audit Committee, and therefore there is no applicability of the number of shares the supervisors should hold.
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