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N.P.C — AGM Information 2026
Apr 11, 2026
52712_rns_2026-04-11_9d418de2-e76b-4ebd-80c5-c8fc4d2e5629.pdf
AGM Information
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NAN YA PRINTED CIRCUIT BOARD CORPORATION
2026 ANNUAL SHAREHOLDERS' MEETING
MEETING HANDBOOK
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)
May 14, 2026
Table of Contents
Meeting Procedure ... Page 1
Meeting Agenda ... Page 2
Report Items ... Page 3
Ratification Items ... Page 9
Election Items ... Page 11
Discussion Items ... Page 16
Appendices ... Page 27
- Independent Auditor’s Report.
- Information regarding the Proposed Employees and Directors’ Compensation approved by the Board of Directors of the Company.
- Effect upon Business Performance and Earnings Per Share of the Company by the Stock Dividend Distribution Proposed at the Annual Shareholders’ Meeting.
- Articles of Incorporation of the Company.
- Rules for Election of Directors of the Company.
- Rules of procedure for Shareholders’ Meetings of the Company.
- Current Shareholdings of Directors of the Company.
1
NAN YA PRINTED CIRCUIT BOARD CORPORATION
2026 ANNUAL SHAREHOLDERS' MEETING PROCEDURE
- Call Meeting to Order
- Chairman’s Address
- Report Items
- Ratification Items
- Election Items
- Discussion Items
- Extraordinary Motions
- Meeting Adjourned
NAN YA PRINTED CIRCUIT BOARD CORPORATION
2026 ANNUAL SHAREHOLDERS' MEETING AGENDA
Time: 9:00 a.m., Thursday, May 14, 2026.
Venue: No. 338, Sec.1 Nankan Rd., Luchu Dist., Taoyuan City, Taiwan
(Located at the Company’s Jinshing Campus)
Method: The annual shareholders' meeting will be held in a hybrid format, combining both in-person attendance and video conferencing.
(The video conferencing platform provided by Taiwan Depository & Clearing Corporation will be used for the video conference. For related notices and operating instructions, please refer to https://stockservices.tdcc.com.tw)
-
Report Items
(1) Business Report for 2025.
(2) Audit Committee's Review Report for 2025.
(3) Report on the Distribution of Employees’ Compensation for 2025.
(4) Report on the Distribution of Cash Dividends for 2025. -
Ratification Items
(1) To approve the 2025 Business Report and Financial Statements as required by Company Act.
(2) To approve the proposal for distribution of 2025 profits as required by the Company Act. -
Election Items
Election of Directors due to expiration of tenure. -
Discussion Items
Proposal to release the newly elected Directors from non-competition restrictions. Please discuss and resolve.
2
Report Items
-
About the Company’s business operation condition of 2025, please refer to Business Report for further details (on page 4 of the Handbook.) which is hereby reported for record.
-
The Company’s Audit Committee members reviewed the 2025 Business Report and Financial Statements and issued their Review Report according to the applicable laws. Please refer to Audit Committee’s Review Report (on page 8 of the Handbook.) which is hereby reported for the record.
-
The company has issued the report on compensation distributed to its employees for 2025.
The pre-tax profit before deduction of employees’ compensation for 2025 is NT$2,349,209,508. The company has no accumulated losses. Adopted by the Board Meeting on February 24, 2026, 0.2% of the profit is allocated as employees’ compensation in accordance with Article 19 of the Articles of Incorporation. The total allocated amount is NT$4,698,419, of which NT$3,429,846, representing 0.146% of the aforesaid pre-tax profit, is allocated to non-executive employees, and the entire amount shall be distributed in cash. The above is hereby reported for record.
- The company has issued the report on cash dividend for 2025.
The company adopted by the Board Meeting on February 24, 2026, the amount of cash dividend for 2025 is NT$1,292,330,974 which is NT$2 per share with Article 20 of the Articles of Incorporation. The distribution date will be further decided by the time the approval is given in the board of directors. The above is hereby reported for record.
NAN YA PRINTED CIRCUIT BOARD CORPORATION
2025 Business Report
I. Business Overview in 2025
Nan Ya Printed Circuit Board Corporation reported consolidated revenue of NT$40.173 billion in 2025, representing a year-over-year increase of 24.44% from 2024. Consolidated pre-tax net profit reached NT$2.346 billion, with profit growing by NT$2.182 billion compared to 2024, while earnings per share were NT$3.01.
Beginning in the second quarter of 2025, the New Taiwan dollar appreciated rapidly against the U.S. dollar, resulting in foreign exchange losses and weighing on short-term profitability. In addition, significant increases in precious metal material prices, coupled with the implementation of reciprocal tariff measures by the United States and its strong push for manufacturing reshoring, have heightened uncertainties in cost structures and the operating environment, posing greater challenges to corporate management.
Meanwhile, as generative artificial intelligence (GAI) continues to advance toward enhanced inference capabilities, the demand for supporting infrastructure has become increasingly substantial. Cloud service providers, semiconductor manufacturers, and data center operators have continued to expand capital expenditures. In addition to the build-out of cloud servers, the concurrent growth in data transmission volumes has further driven demand for high-end networking, high-performance computing chips, and edge computing devices, thereby supporting sales growth of high-end IC substrates.
The Company focused on the high-end IC substrate market, collaborating closely with customers to launch next-generation high-value products, such as substrates for advanced servers, 800G
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switches, and AI PC central processing units (CPUs), further optimizing the product mix. At the same time, the Company has actively promoted digital optimization, process improvements, and intelligent manufacturing to enhance production efficiency and yield rates, thereby driving revenue growth and profitability improvement.
II. Business Plan in 2026
A. In terms of IC substrate products:
-
Driven by breakthroughs in large language model technologies and stronger computing and inference capabilities, AI servers and high-end switches continue to accelerate upgrades. The Company has continued to expand its high-performance computing substrate portfolio, including GPUs, 1.6T switches, TPUs, and embedded capacitor dies, to enhance competitiveness and profitability.
-
Automotive electronics continue to evolve toward greater intelligence and automation. As advanced driver-assistance systems (ADAS) progressively adopt AI computing and high-speed data transmission architectures, automotive PCB specifications are undergoing continuous upgrades. The Company has strengthened technical collaboration with customers and successfully completed the development of high-end IC substrates for automotive control chips, further optimizing the proportion of high-value-added products.
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Mobile Devices and Edge AI Applications: Mobile device trends toward slim, lightweight designs are increasing demand for heterogeneous chip integration, expanding system-in-package (SiP) technology applications. The Company will collaborate with customers to develop SiP substrates for high-end AI smartphones and edge AI computing applications to capture growth opportunities in emerging markets.
5
B. In terms of general circuit boards:
The Company will focus on multilayer and high-density interconnect boards for next-generation mobile device interposers, high-end notebooks, server solid-state drives (SSDs), and LED packages, while actively expanding deployment in AI server-related products. The Company continues to maintain stable volume production of printed circuit boards for high-end graphics card and networking card applications, thereby optimizing the product mix and enhancing overall profitability.
III. The Impact from the Company's Future Strategy, External Competition, Law, and Macro Operating Environment
A. In 2026, the Company will continue to navigate external uncertainties while capturing industry growth opportunities. Potential U.S. reciprocal tariffs may weigh on end-market demand. Meanwhile, expanding U.S. export controls on semiconductor equipment, technologies, and related products to China may accelerate supply chain regionalization and diversification, increasing operating costs and posing ongoing challenges for Taiwan's PCB and IC substrate manufacturers.
B. AI application technologies are evolving rapidly, driving higher requirements for data volume, transmission speed, and low latency. Beyond cloud infrastructure deployment, a wide range of intelligent edge devices located closer to where data is generated will become a key focus, supporting continued growth in cloud and edge AI applications. As a result, operating performance is expected to further improve from 2025.
C. Taiwan's Semiconductor Advantage: Taiwan's semiconductor industry leads in technology and benefits from strong clustering effects and complete supply chains. Global players are likely to deepen partnerships with Taiwanese firms to launch next-generation products. Additionally, driven by rising demand for customized large-scale AI workloads and greater cost efficiency, cloud service providers are accelerating in-house ASIC
development, which can create business opportunities.
D. 2026 Strategy: Beyond pursuing opportunities in cloud and edge AI computing, the Company will hire more R&D, process improvement, and AI talent to advance production technology and digital optimization projects, thereby advancing smart manufacturing and operational excellence. The Company aims to enhance overall performance by balancing growth and cost efficiency.
E. ESG Commitment: The Company will continue implementing energy-saving measures, expand green energy use, and promote a circular economy to achieve carbon reduction goals. While creating greater value for shareholders, the Company will continue to fulfill its corporate social responsibilities and uphold sustainable operations, thereby enhancing enterprise value.
Chairman: Ming-Jen Tzou
President: Lien-Jui Lu
Accountant Officer: Wen-Feng Chiang
7
NAN YA PRINTED CIRCUIT BOARD CORPORATION
Audit Committee’ Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, including Consolidated and Individual Financial Statements, and Proposal for Profits Distribution. The CPA firm of KPMG was retained to audit Nan Ya Printed Circuit Board Corporation’s Financial Statements and has issued an audit report relating to Financial Statements. The Business Report, Financial Statements, and Proposal for Profits Distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Nan Ya Printed Circuit Board Corporation. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Please be advised accordingly.
Nan Ya Printed Circuit Board Corporation
Chairman of the Audit Committee : Shyur-Jen Chien
February 24, 2026
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9
Ratification Items
Proposal 1
Proposal: To approve the 2025 Business Report and Financial Statements as required by Company Act.
Proposed by the Board of Directors
Explanation :
-
The preparation of the Company’s 2025 Consolidated and Individual Financial Statements were completed and the same were approved by the Board Meeting on February 24, 2026 and audited by independent auditors, Ms. Hsin-Yi Kuo and Mr. Jhao-Wun Jhang, of KPMG. The aforesaid Financial Statements together with the Business Report were reviewed by the Audit Committee, which the Audit Committee’ Review Report is presented.
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For the aforementioned Business Report, please refer to page 4 through page 7 of the Meeting Handbook. As for the Financial Statements, please refer to page 18 through page 25 of the Handbook. Please approve the Business Report and the Financial Statements.
Resolution :
10
Ratification Items
Proposal 2
Proposal: To approve the proposal for distribution of 2025 profits as required by the Company Act.
Proposed by the Board of Directors
Explanation :
The Proposal for Distribution of 2025 Profits of the Company was reviewed by the Audit Committee and approved by the Board of Directors on February 24, 2026(Please refer to Page 26 of the Handbook for the Statement of Profits Distribution).
Resolution :
11
Election Items
Proposal: Election of Directors due to expiration of tenure.
Proposed by the Board of Directors
Explanation :
-
The current Directors of the Company were elected at the Annual Shareholders' Meeting on May 23, 2023, and their tenure will expire on May 22, 2026. It is proposed that a total of nine Directors, including three Independent Directors, be elected in accordance with applicable regulations using the cumulative voting system. The tenure of the newly elected Directors shall be three years, from May 14, 2026 to May 13, 2029.
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In accordance with Article 192-1 of the Company Act and Article 13 of the Company's Articles of Incorporation, the election of Directors, including Independent Directors, shall adopt the candidate nomination system, whereby shareholders shall elect from among the list of candidates. A total of nine candidates for Directors, including Independent Directors, have been nominated by the Board of Directors at its meeting held on February 24, 2026, comprising six candidates for Directors. The list of candidates is set out below:
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Wen-Yuan Wong | |||
| Representative of | |||
| Nan Ya Plastics Corp. | Master of Industrial Engineering, University of Houston, U.S.A. | ||
| Bachelor of Chemical Engineering, University of Houston, U.S.A | Current Appointment: | ||
| Chairman of Formosa Taffeta Co., Ltd. | |||
| Chairman of Formosa Resources Corp. | |||
| Chairman of Nan Ya Plastics Corp., U.S.A | |||
| Chairman of Nan Ya Plastics Corp., America | |||
| Chairman of Nan Ya Plastics Corp., Texas | |||
| Chairman of Chang Gung University | 432,744,977 |
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Chairman of Ming Chi University of Technology | |||
| Chairman of Chang Gung University of Science and Technology | |||
| Chairman of Wang Jhan Yang Charitable Foundation | |||
| Managing Director of Formosa Idemitsu Petrochemical Corp. | |||
| Director of Formosa Plastics Corp. | |||
| Director of Nan Ya Plastics Corp. | |||
| Director of Formosa Chemicals & Fibre Corp. | |||
| Director of Formosa Petrochemical Corp. | |||
| Director of Nan Ya Technology Corp. | |||
| Director of Nan Ya PCB Corp. | |||
| Director of Formosa Sumco Technology Corp. | |||
| Director of Formosa Advanced Technologies Co., Ltd. | |||
| Director of Mai-liao Power Corp. | |||
| Director of Formosa Heavy Industries Corp. | |||
| Director of Formosa Plastics Transport Corp. | |||
| Director of Formosa Ineos Chemicals Corp. | |||
| Director of Formosa Ha Tinh Steel Co., Ltd. | |||
| Director of Formosa Plastics Corp., U.S.A | |||
| Director of Formosa Plastics Corp., America | |||
| Director of Chang Gung Medical Foundation |
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| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Director of Straits Exchange Foundation | |||
| Head of Standing Member of Wang Jhan Yang | |||
| Charitable Trust Fund | |||
| Experiences: | |||
| Chairman of Chinese National Federation of Industries | |||
| Chairman of Taiwan Textile Federation, R.O.C. | |||
| Chairman of Formosa Chemicals & Fibre Corp. | |||
| President of Formosa Chemicals & Fibre Corp. | |||
| Chairman of Formosa Advanced Technologies Co., Ltd. | |||
| Chairman of Mai-liao Power Corp. | |||
| President of Mai-liao Power Corp. | |||
| Chairman of Formosa Idemitsu Petrochemical Corp. | |||
| Chairman of Formosa Ineos Chemicals Corp. | |||
| Chairman of Formosa Ha Tinh Steel Co., Ltd. | |||
| Director of Formosa Plastics Marine Corp. | |||
| Director of Industrial Technology Research Institute | |||
| Chia-Chau Wu | |||
| Representative of Nan Ya Plastics Corp. | Bachelor of Business Administration, National Chengchi University | Current Appointment: | |
| Chairman of Nan Ya Plastics Corp. | |||
| Experiences: | |||
| Chairman of Nan Ya PCB Corp. | |||
| Chairman of Nanya Technology Corp. | |||
| President of Nan Ya Plastics Corp. | 432,744,977 |
13
14
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Ming-Jen Tzou | |||
| Representative of | |||
| Nan Ya Plastics Corp. | Department of Chemical Engineering, Taipei Junior College of Technology | Current Appointment: | |
| Chairman of Nan Ya PCB Corp. | |||
| Chairman of Nanya Technology Corp. | |||
| President of Nan Ya Plastics Corp. | |||
| Experiences: | |||
| Executive Vice President of Nan Ya Plastics Corp. | 432,744,977 | ||
| Lien-Jui Lu | Department of Chemical Engineering, Taiwan Institute of Technology | Current Appointment: | |
| Acting President of Nan Ya PCB Corp. | |||
| Experiences: | |||
| Vice President of Nan Ya PCB Corp. | |||
| Associate Vice President of Nan Ya PCB Corp. | 0 | ||
| Kuo-Lung Chen | Department of Materials Science, Feng Chia University | Current Appointment: | |
| Acting Vice President of Nan Ya PCB Corp. | |||
| Experiences: | |||
| Associate Vice President of Nan Ya PCB Corp. | |||
| Director of Sales Division of Nan Ya PCB Corp. | 0 | ||
| Mao-Sung Huang | Department of Automation Engineering, Taipei Junior College of Technology | Current Appointment: | |
| Acting Vice President of Nan Ya PCB Corp. | |||
| Experiences: | |||
| Associate Vice President of Nan Ya PCB Corp. | |||
| Plant Manager of Nan Ya PCB Corp. | 0 |
The 3 Independent Directors Candidates:
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Shyur-Jen Chien | Master of Science in Chemical Engineering, Massachusetts Institute of Technology | Current Appointments: | |
| Chairman of Fuzhu Construction Co., Ltd. | |||
| Independent Director of Wistron Corp. | |||
| Independent Director of Nan Ya PCB Corp. | 0 |
| Name | Education | Major Experience | Shareholding (Share) |
|---|---|---|---|
| Technology, U.S.A. | Zhaojie Technology International Co., Ltd. | ||
| Director of Giantec Semiconductor Corp. | |||
| Experience: | |||
| Chairman of Vanguard International Semiconductor Corp. | |||
| Shui-Chi Chuang | Master of Economics, Chinese Culture University | Experience: | |
| Director-General of Customs Administration, Ministry of Finance | |||
| Deputy Director-General of Customs Administration, Ministry of Finance | |||
| Director of Taipei Customs, Customs Administration, Ministry of Finance | 0 | ||
| Tzu-Han Yang | Ph.D. in Economics, University of California, Davis, U.S.A. | Current Appointments: | |
| Independent Director of Trade-Van Information Services Co., Ltd. | |||
| Adjunct Professor of National Taipei University | |||
| Experience: | |||
| Director of Securities and Futures Institute | |||
| Director of Chinese Fiscal Association | |||
| Chair of Department of Economics, National Taipei University | |||
| Professor of National Taipei University | |||
| Associate Professor of National Taipei University | 0 |
Resolution :
16
Discussion Items
Proposal 1
Proposal: Proposal to release the newly elected Directors from non-competition restrictions. Please discuss and resolve.
Proposed by the Board of Directors
Explanation :
-
According to Article 209 of the Company Act, any Director conducting business for himself/herself or on another’s behalf, and the scope of which coincides with the Company’s business scope, shall explain at the Shareholders’ Meeting the essential contents of such conduct and obtain approval from shareholders in the Meeting.
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Meanwhile, according to Explanation Letter No.89206938 on Article 209 of the Company Act, announced by the Ministry of Economic Affairs dated April 24, 2000, where the juristic person shareholder's authorized representatives are elected as directors according to Article 27-2 of the Company Act, both the juristic person shareholder and the authorized representatives shall be subject to the non-competition restrictions under Article 209 of the Company Act.
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The list of newly-elected Directors and the juristic person shareholder who appoints its authorized representatives to be elected as directors in annual Shareholders’ Meeting of 2025 as the same or similar duty in other companies within the scope of the Company's business is as follow. Based on the interest of the Company without impairment, it is proposed to release the Directors and juristic person shareholders which appoints its authorized representatives to be elected as directors after having assumed office from non-competition restrictions for approval following Article 209 of the Company Act.
| Name | Positions In Other Company |
|---|---|
| Wen-Yuan Wong Representative of Nan Ya Plastics Corp. | Director of Nan Ya Plastics Corp. Director of Nanya Technology Corp. Director of Formosa Advanced Technologies Co., Ltd. Director of Formosa Sumco Technology Corp. Director of Wen Fung Industrial Co., Ltd. |
| Chia-Chau Wu Representative of Nan Ya Plastics Corp. | Chairman of Nan Ya Plastics Corp. Chairman of Wen Fung Industrial Co., Ltd. Chairman of Wen Ling Technology Co., Ltd. Chairman of Nan Ya Electronic Materials (Huizhou) Co., Ltd. Director of Nanya Technology Corp. Director of Nan Ya Electronic Materials (Kunshan) Co., Ltd. |
| Ming-Jen Tzou Representative of Nan Ya Plastics Corp. | Chairman of Nanya Technology Corp. Director and President of Nan Ya Plastics Corp. Director of Nan Ya Photonics Co., Ltd. Director of Wen Fung Industrial Co., Ltd. Director of Wen Ling Technology Co., Ltd. Director of Nan Ya Electronic Materials (Huizhou) Co., Ltd. Director of Nan Ya Electronic Materials (Kunshan) Co., Ltd. |
| Shyur-Jen Chien | Independent Director of Wistron Corp. Director of Ultra Chip, Inc. |
Resolution :
18
NAN YA PRINTED CIRCUIT BOARD CORPORATION
Consolidated Financial Report
(合併+個體財報 P18-25)
NAN YA PRINTED CIRCUIT BOARD CORPORATION
Statement of Profits Distribution
For the year of 2025
Unit: NT$
| Items | Amount |
|---|---|
| Available for Distribution: | |
| 1. Unappropriated retained earnings of previous years | 11,712,196,616 |
| 2. Net Income of 2025 | 1,946,775,180 |
| 3. Change in retained earnings results from items other than Net Income | -176,737,087 |
| Total | 13,482,234,709 |
| Distribution Items: | |
| 1. Appropriation of Legal Reserve | 177,003,809 |
| 2. Appropriation of Special Reserve (other deductions from equity of 2025) | 451,373,934 |
| 3. Distribution of dividends and bonuses in cash ($2 per share) | 1,292,330,974 |
| 4. Unappropriated retained earnings | 11,561,525,992 |
| Total | 13,482,234,709 |
| Explanation | |
| 1. In accordance with Article 20 of the Articles of the Company’s Articles of Incorporation, the cash dividend distribution is authorized to the board of directors to make a resolution and report to the shareholders’ meeting. | |
| 2. The distribution of dividends is $2 per share. The total distribution of dividends amount to $1,292,330,974, all of which are from the net income of 2025. | |
| 3. Change in retained earnings results from Other Comprehensive Income is the remeasurement of defined benefit obligation. |
26
21
Consolidated Independent Auditor's Report
(合併+個體意見 P27-33)
34
Information regarding the Proposed Employees and Directors' Compensation to Adopted by the Board of Directors of the Company :
| 1. Amounts of employees’ cash compensation, stock compensation, and Directors’ compensation: | |
|---|---|
| Employees Cash Compensation | NT$ 4,698,419 |
| Employees Stock Compensation | NT$ 0 |
| Directors Cash Compensation | NT$ 0 |
| 2. Share amount of the employees’ stock compensation and the percentage of the share amount to that of all stock dividends capitalization: | |
| Share amount of employees’ stock compensation | 0 share |
| Percentage of the share amount to that of all stock dividends capitalization | 0% |
Effect upon Business Performance and Earnings Per Share of the Company by the Stock Dividend Distribution Proposed at the Annual Shareholders' Meeting:
Not applicable, as no stock dividend distribution is proposed at the 2026 Annual Shareholders' Meeting and the Company is not required to prepare financial forecast information.
35
ARTICLES OF INCORPORATION OF
NAN YA PRINTED CIRCUIT BOARD CORPORATION
Amended by the Annual Shareholders’ Meeting on May 28, 2024
CHAPTER I GENERAL PRINCIPLES
Article 1 The Company is incorporated in accordance with the Company Law, by the name of Nan Ya Printed Circuit Board Corporation.
Article 2 The Company is engaged in the following businesses:
- CC01080 Electronic Parts and Components Manufacturing;
- CC01090 Batteries Manufacturing
- I199990 Other Consultancy; and
- ZZ99999 Businesses not prohibited and restricted by regulations except permitted businesses.
Article 3 The Company's principal office is located in Taipei City, and, if necessary, may set up local or foreign offices or branches or factories and sales offices in accordance with the resolution of the Board of Directors.
Article 4 Any public notice of the Company shall be made in accordance with Article 28 of the Company Law.
Article 5 The Company may provide guaranty in favor of its business related entities.
The total amount of the investments in other companies shall exceed forty percent of the Company’s paid-in capital.
CHAPTER II SHARES
Article 6 The total capital of the Company is NT$7,000,000,000, divided into 700,000,000 shares, at NT$10 per share. The unissued shares of the capital are issued in installments. NT$84,110,000, divided into 8,411,000 shares at NT$10 per share out of the total capital as mentioned above shall be reserved for the issuance of certificates of subscription rights.
Article 7 The company may be exempted from printing any share certificate for the issued shares and the company shall appoint a centralized securities custody institution to make recordation of the issue of such shares.
Article 8 Registration for share transfer shall be suspended within sixty days prior to each ordinary shareholders' meeting, thirty days prior to each extraordinary shareholders' meeting, or five days prior to any record date for distribution of dividends or other interests as determined by the Company.
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CHAPTER III SHAREHOLDERS MEETING
Article 9 Shareholders' meetings of the Company may be classified into ordinary regular meetings and extraordinary meetings. Ordinary meetings shall be held within 6 months after the end of each fiscal year and shall be convened by the Board of Directors. Extraordinary meetings will be held according to the law when necessary.
The Shareholders' Meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 10 In case a shareholder is unable to attend a shareholders' meeting, he/she may sign and chop a proxy in the form printed and provided by the Company, stating the scope of authorization, to appoint a proxy to attend the meeting on his/her behalf. After the proxy is being served to the Company, if the shareholder would like to attend the Shareholders Meeting in person or exercise the voting power in writing or by way of electronic transmission, such shareholder shall notify the Company in writing no later than 2 days prior to the meeting date of the Shareholders Meeting. If the shareholder fails to revoke his/her proxy by the aforesaid deadline, the voting right exercised by the proxy shall prevail.
Article 11 Each shareholder shall have one vote right for each share he/she holds, except for limited shares or circumstances without voting rights as itemized in paragraph 2, Article 179 of the R.O.C. Company Law.
Article 12 Unless otherwise required by the Company Law, any resolution of shareholders' meeting shall be adopted by the Shareholders of a majority of the votes presented at a shareholders' meeting attended by the shareholders who aggregately hold a majority of all issued and outstanding shares of the Company.
Resolutions adopted at the Shareholders Meeting shall be recorded in the minutes of the proceedings. The minutes of proceedings shall also include the time and place of the meeting, name of the chairman, the manner in which resolutions had been adopted, as well as other essentials of the proceedings, and shall be signed or sealed by the chairman of the meeting. Preparation and distribution of the minutes may be made in electronic method.
The Company may issue a public announcement on the Market Observation Post System to distribute the aforesaid meeting minutes to shareholders.
CHAPTER IV DIRECTORS
Article 13 The Company shall have 9 directors, each with a term of three years. The candidates nomination system is adopted by the elections of the directors. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates. A director can be
re-elected.
The directors mentioned in the previous paragraph shall be at least 3 independent directors. The method of nomination, election of independent directors and other related matters shall be conducted in accordance with the Company Law and the regulations of the competent authority for securities matters.
In accordance with the Article 14-4 of the "Securities and Exchange Act", the Company shall establish an Audit Committee. The Audit Committee shall consist of all of the independent directors. The exercise of competence and related matters of the Audit Committee and its members shall be in accordance with "Securities and Exchange Act" and other related regulations.
Article 14 The Board of Directors is constituted by directors. A Chairman of the Company is elected by a majority of the directors at a board meeting at which more than two-thirds of all of the directors are present. The Chairman shall be the representative of the Company.
Article 15 In case the Chairman is on leave or is not able to exercise its power and authority for any cause, such situation shall be handled in accordance with Article 208 of the Company Law.
The meeting notice of the Board of Director may be given by means of written notice, email, or fax. Each director shall attend the meeting of the board of directors in person. If directors can not attend in person except those residing in a foreign country and regulated by Company Law, he/she shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting and appoints another director to attend a meeting of the board of directors in his/her behalf, but a director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only. In case a meeting of the board of directors is proceeded 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.
With the exception of items that regulated by law or relevant article or regulation, such as the major advantages of the Company or Related-party Transactions, should still be resoluted by The Board of Directors, The Board of Directors can authorize the Chairman to preside the following scope during the off-session,
- Ratify the important agreements.
- Ratify the secured or pledged loan by real estate and other types of loan.
- Ratify the purchase and disposal on assets and real estates of the Company.
- Appoint the Directors of the Board and Supervisors of the invested companies.
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Article 16 The Board of Directors is authorized to determine the compensation of Directors according to their degree of participation and contribution against normal standard in the same industry.
The Corporation may purchase the D&O liability insurance to for the Directors to the extent of their performance of duties within their tenure of office.
CHAPTER V MANAGERS
Article 17 The Company shall have certain managers. The appointment, discharge and remuneration of such managers shall be made in accordance with Article 29 of Company Law.
CHAPTER VI ACCOUNTING
Article 18 After the close of each fiscal year, the Board of Directors shall prepare (1) business report (2) financial statements (3) proposal concerning appropriation of net profits or covering of losses, and submit the same to shareholders' meeting for ratification after submitting them to the supervisors for examination 30 days before the general shareholders' meeting.
Article 19 When allocating the net profits for each fiscal year, the Company shall set aside 0.05% to 0.5% of the balance of pre-tax profit prior to deducting employees' compensation as compensation of employees, among which, 0.03% to 0.3% of the balance of pre-tax profit prior to deducting employees' compensation shall be allocated for salary adjustments or compensation distribution to non-executive employees. However, the Company's accumulated losses shall have been covered. The resolution of employees' compensation pursuant to Article 235-1 of the Company Act.
Article 20 Where there is surplus of the annual final account, when allocating the net profits for each fiscal year, the Company shall first pay its income tax and offset its prior years' accumulated losses and set aside 10% legal reserve and special earning reserve as necessary. However when the accumulated legal reserve amounts to the paid-in capital, this shall not apply. For remaining surplus incorporated with the accumulative earning in previous years, the Board of Directors shall prepare the proposal concerning the appropriation of net profits and is authorized to distribute dividends paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by over two-thirds of the directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting. The dividends paid in stock shall be submitted for the approval in a shareholders' meeting.
The special reserve as described in the preceding paragraph includes 1. any amount reserved for any particular purpose,
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- investment profit and unused deductions for taxable income pursuant to equity methods,
- The net assessment income recognized due to financial product transactions, however, when the accumulated amount is reduced, the equal amount of special earning reserve shall be reduced simultaneously and up to the reserved number.
- and other special reserve prescribed by applicable laws and regulations.
The dividend policies adopt the combination of cash dividend, capital increment by earning and by capital reserve. At least 50% of distributable earning deducted by the legal and special reserve shall be distributed, and the cash dividend shall be prioritized. Meanwhile, the percentage of capital increment by earning and capital reserve shall not exceed 50% of all dividend in that year.
CHAPTER VII Miscellaneous
Article 21 In regard to all matters not provided for in these Articles of Incorporation, the Company Act and other relevant laws shall govern.
Article 22 These Articles of Incorporation were enacted on October 14, 1997.
The 1st amendment was made on November 18, 1998.
The 2nd amendment was made on June 17, 1999.
The 3th amendment was made on June 15, 2000.
The 4th amendment was made on June 18, 2001.
The 5th amendment was made on June 27, 2002.
The 6th amendment was made on April 30, 2003.
The 7th amendment was made on June 30, 2004.
The 8th amendment was made on June 15, 2005.
The 9th amendment was made on June 20, 2006.
The 10th amendment was made on June 21, 2007.
The 11th amendment was made on Au 30, 2007.
The 12th amendment was made on June 24, 2008.
The 13th amendment was made on June 23, 2009.
The 14th amendment was made on June 21, 2010.
The 15th amendment was made on June 22, 2012.
The 16th amendment was made on June 18, 2013.
The 17th amendment was made on June 24, 2014.
The 18th amendment was made on June 8, 2016. The Company shall establish an Audit Committee at the expiration of the term of office of the Company's incumbent Supervisors elected on June 24, 2014.
The 19th amendment was made on May 27, 2022.
The 20th amendment was made on May 28, 2024.
The 21st amendment was made on May 27, 2025.
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NAN YA PRINTED CIRCUIT BOARD CORPORATION
Rules for Election of Directors of the Company
Amended by the Annual Shareholders’ Meeting on August 3, 2021
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 the Rules.
Article 2 The cumulative voting system 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. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 3 Before the election begins, the Chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.
Article 4 The number of directors will be as specified in the Company's Articles of Incorporation. 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 5 The election of directors shall be elected in accordance with the Company's Articles of Incorporation in that a candidate nomination system shall be adopted and that shareholders shall elect directors from among those listed in the slate of director nominees. Independent and non-independent directors shall elect at the same time, but in separately calculated numbers as stated as Article 4. One of the elected non-independent directors shall have accounting or finance expertise. The Company shall, prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director candidates, the number of directors to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall not be less than 10 days.
The Board of Directors and a shareholder holding one percent or more of the total number of issued shares may present a slate of director nominees to the Company; the number of nominees may not exceed the number of directors to be elected.
When providing a recommended slate of director candidates, a shareholder or the Board of Directors shall describe each nominee's name, educational background, and work experience.
The Board of Directors, or other person having the authority to call a
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shareholders' meeting, except under any of the following circumstances, shall include all qualified nominees in the slate of director candidates:
- Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
- Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act.
- Where the number of nominees exceeds the number of directors to be elected.
- Where the nominating shareholder fails to describe the nominee's name, educational background, and work experience.
Article 6 The Board of Directors or other person having the authority to call a shareholders' meeting shall prepare ballots and distribute one ballot per voter corresponding to his/her attendance card number. The numbers of ballots distributed to the voters shall be equal to the directors to be elected. As for the number of voting rights associated with each ballot shall be specified on the ballots.
Article 7 A voter must fill the director candidate's full name in the "candidate" column of the ballot based on the director candidate list.
Article 8 A Ballot shall be deemed void under the following conditions:
- The ballot was not prepared as Article 6 stated; or
- The ballot has more than one candidate's name filled; or
- Other words or marks are filled in addition to the information Article 7 stated; or
- The candidate's full name filled in the ballot does not conform to the director candidate list after verification; or
- The writing is unclear and indecipherable.
Article 9 The voting rights shall be calculated at the end of the poll and the Chair shall announce the voting results on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 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 10 The Rules, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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NAN YA PRINTED CIRCUIT BOARD CORPORATION
Rules of Procedure for Shareholders’ Meetings of the Company
Amended by the Annual Shareholders’ Meeting on May 27, 2025
Article 1 For the purposes of establishing a good governance system for a shareholders’ meeting (the “Meeting”), strengthening the supervision function and enhancing management mechanism, the Company hereby promulgates the “Procedures and Rules of Shareholders Meeting” (the “Procedures”) in accordance with the “Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies”.
Article 2 Unless otherwise provided in laws, regulations or the Articles of Incorporation (“AOI”) of the Company, a Meeting of the Company shall be conducted in compliance with the Procedures.
Article 3 Unless otherwise prescribed by the laws or regulations, a Meeting of the Company shall be convened by the Board of the Directors of the Company.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company that will convene a Shareholders’ Meeting with video conferencing shall expressly provide for such Meetings in the Articles of Incorporation and obtain a resolution of the Board of Directors. Furthermore, convening of a virtual-only Shareholders’ Meeting shall require a resolution adopted by a majority vote at a Meeting of the Board of Directors attended by at least two-thirds of the total number of Directors.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The softcopy of Meeting agenda, supplemental materials, meeting notice, proxy form, subject matters and explanations for topics related to ratification items, discussion item, and election or discharge of Directors(s), shall be prepared and uploaded to the Market Observation Post System of TSE at least thirty (30) days prior to the scheduled regular Meeting date or at least fifteen (15) days prior to the scheduled special Meeting date. The hardcopy of Meeting Agenda and supplemental materials shall be available for shareholders to obtain and review at any time fifteen (15) days prior to the scheduled Meeting date and be displayed at the Company and professional stock agency engaged by the Company.
The Company shall make the Meeting agenda and supplemental Meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the Shareholders’ Meeting:
- For physical Shareholders’ Meetings, to be distributed on-site at the Meeting.
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-
For hybrid Shareholders' Meetings, to be distributed on-site at the Meeting and shared on the virtual meeting platform.
-
For virtual-only Shareholders' Meetings, electronic files shall be shared on the virtual meeting platform.
Causes and subjects of a Meeting to be convened shall be explicitly described in the notice and public announcement. The notice may be made in electronic form upon the consent of the counter party.
Matters regarding re-election or discharge of directors, amendments to the AOI, capital reduction, application to be delisted from public offering, releasing of non-competition restriction of Directors, capital increase by retained earnings, capital increase by capital reserve, and dissolution, merger, splitting of the Company, or any matters stipulated in Paragraph 1 of Article 185 of the R.O.C. Company Law, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized by causes and subjects in the notice of convening a Meeting, rather than being brought up by extraordinary motions.
The meeting agenda has specified general re-elections of the Directors and the terms of the Directors' office, the terms of office of the Directors shall not be altered by raising an extraordinary motion or any other method upon the completion of the general elections at the Shareholders' Meeting.
Shareholder(s) who has (have) held more than one percent (1%) of the total amount of the issued and outstanding shares of the Company may submit a motion for a regular Meeting to the Company. However, each of such shareholders can only submit one (1) motion. Otherwise, all of his/her motions shall not be included in the agenda. In the event that any motion submitted by a shareholder falls under one of the situations set forth in Paragraph 4 of Article 172-1 of the R.O.C. Company Law, the Board of Directors of the Company may not list such motion in the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill social responsibilities, and the providing procedure shall be in accordance with Article 172-1 of the Company Act.
The Company shall, before the date on which transfer of shares is suspended for the regular Meeting, make a public announcement regarding the period and places for shareholders to submit motions in writing or electronic form. This period shall not be less than ten (10) days.
A shareholder's motion shall be limited to three hundred (300) words. A motion with a text length that exceeds three hundred (300) words shall not be included in the agenda. The shareholder who submits a motion shall attend the regular Meeting in person or by his/her proxy to participate in the discussion of the motion made by him/her.
The Company shall, before the notification date of the regular Meeting,
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notify the proposing shareholders whether the motions such shareholders submitted are able to be included in the agenda and list the motions which have complied with this Article in the meeting notice.
The Board of Directors shall explain the reasons for those rejected motions in the regular Meeting.
Article 4 A shareholder may appoint a proxy on his/her behalf to attend the Meeting by executing a power of attorney printed by the Company stating therein the scope of the authority authorized to the proxy.
Each shareholder may only execute one (1) power of attorney and appoint one (1) proxy only, and shall serve the written proxy to the Company no later than five (5) days prior to the meeting date of the Meeting. In case two (2) or more written proxies are received by the Company from one shareholder, the first one received by this Company shall prevail, unless an explicit statement to supersede the previous written proxy is made in the proxy which comes later.
After the written proxy is being served to the Company, if the shareholder would like to attend the Meeting in person or exercise the voting power in writing or by way of electronic transmission, the shareholder shall notify the Company in writing no later than two (2) day prior to the meeting date of a Meeting to revoke his/her proxy. If the shareholder fails to revoke his/her proxy on time, the voting right exercised by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the Shareholders' Meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the Meeting date. If the cancellation notice is submitted after that time, votes cast at the Meeting by the proxy shall prevail.
Article 5 The place for convening the Meeting shall be the location of the Company, or any other appropriate place that is convenient for the shareholders to attend, and suitable for holding the Meeting. The time to start the Meeting shall not be earlier than 9 a.m. or later than 3 p.m.
The restrictions on the place of the Meeting shall not apply when the Company convenes a virtual-only Shareholders' Meeting.
Article 6 The meeting notice shall clearly state the registration time, the venue and other matters needing attention for shareholders, solicitors and proxies (collectively "shareholders"). Shareholders' registration time which mentioned in preceding paragraph shall start 30 minutes ahead of the meeting, and the venue shall be with visible sign. The Company should designate the sufficient and suitable personnel to assist the registration.
For virtual Shareholders' Meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the Meeting starts. Shareholders completing registration will be deemed as attend the Shareholders' Meeting in person.
The Company shall deliver the Meeting agenda, annual report, attendance certificate, speaker's slips, ballots and other Meeting related documents to
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shareholders who attend a Meeting. Election ballots shall be delivered as well in case that Director(s) will be elected in that Meeting.
A shareholder or his/her proxy (“Shareholder”) shall attend a Meeting upon the attendance certificate, attendance card, or other certificates of attendance. The Company shall not impose arbitrary requirements on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. If the one who attends the Meeting is a solicitor of solicited proxies, the solicitor shall bring personal identification for verification. A shareholder present shall submit the attendance card to substitute signing in.
Government or a legal entity, as a shareholder, may designate one (1) or more representatives to attend the Meeting. A legal entity that is appointed as a proxy to attend the Meeting can only assign one (1) representative to attend the Meeting.
In the event of a virtual Shareholders’ Meeting, shareholders wishing to attend the Meeting online shall register with the Company two (2) days before the Meeting date.
In the event of a virtual Shareholders’ Meeting, the Company shall upload the Meeting agenda book, annual report and other Meeting materials to the virtual meeting platform at least 30 minutes before the Meeting starts, and keep this information disclosed until the end of the Meeting.
Article 6-1 When the Company convenes a virtual Shareholders’ Meeting, the Shareholders’ Meeting notice shall specify the relevant matters in accordance with Article 44-21 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 7 If the Meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding over the Meeting. In case that the Chairman of the Board of Directors is on leave, or cannot execute his or her authority of office for any reason, the Vice Chairman of the Board of Directors shall preside over the Meeting. If there is no Vice Chairman of the Board of Directors, or the Vice Chairman of the Board of Directors is also on leave, or cannot execute his or her authority of office for any reason, the Chairman of the Board of Directors shall designate one of the Managing Directors to act on behalf of him/her; if there is no Managing Director, the Chairman of the Board of Directors shall designate one of the Directors to preside over the Meeting. If the Chairman of the Board of Directors does not designate any proxy to preside over the Meeting on his/her behalf, the Managing Directors or Directors of the Board shall elect one from among themselves to preside over the Meeting.
The Chairman who assumes the acting chair of the meeting by Managing Directors or Directors in preceding paragraph shall hold an office at least 6 months above and fully understand the situation of finance and business of the Company. The same applies in case of the Chairman as representative of legal person shareholder.
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If the Meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding over the meeting, and majority of the Board of Directors ought to attend the Meeting, and that at least one member of each functional committee attend as representative. Attendance details should be recorded in the Shareholders Meeting minutes.
If the Meeting is convened by any other person entitled to convene the Meeting, not by the Board of Directors, such person shall preside over the Meeting. If there are two (2) or more persons entitled to convene the Meeting, they shall elect one from among themselves to preside over the Meeting.
The Company may designate its lawyers, certified public accounts or relevant persons to attend the Meeting.
Article 8 The whole proceedings of the meeting which shall include the process of shareholders' registration, voting and recording of ballots shall be videotaped and taperecorded uninterruptedly.
Those tapes set forth in preceding paragraph shall be preserved for at least one year. However, if a shareholder files a lawsuit according to Article 189 of the R.O.C. Company Law, such tapes shall be kept until the conclusion of such litigation.
Where a Shareholders' Meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual Meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual Meeting.
Article 9 The calculation of the attendance of the Meeting shall be based on the shares represented. The number of shares represented by shareholders present in the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders present and the shares checked in on the virtual meeting platform, plus the voting rights exercised in writing or by electronic method.
The chairman shall call the Meeting to order at the time scheduled for the Meeting, and meanwhile shall announce the related information about the total number of shares held by shareholders having no voting right and the total number of shares represented by the shareholders present at the meeting.
If the number of shares represented by the shareholders present at the Meeting has not yet reached more than fifty percent (50%) of the total amount of the issued and outstanding shares of the Company, the chairman may postpone the time of the Meeting. The postponements shall
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be limited to two (2) times at most and the Meeting may not be postponed longer than one (1) hour totally. The chairman shall abort the convention of the Meeting if the shares of the shareholders present at the Meeting are less than one third (1/3) of the total issued and outstanding shares after the Meeting being postponed by two (2) times. In the event of a virtual Shareholders’ Meeting, the Company shall also declare the Meeting adjourned at the virtual meeting platform.
If after two postponements the number of shares represented by the shareholders present at the Meeting still can not constitute the quorum for the Meeting, but the shares of the shareholders present at the Meeting represents one-third (1/3) of the total issued and outstanding shares or more, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the R.O.C. Company Law, and sent to all shareholders to convene the Meeting again within one (1) month. In the event of a virtual Shareholders’ Meeting, shareholders intending to attend the Meeting online shall re-register to the Company in accordance with Article 6.
Before the adjournment of the Meeting if the number of shares represented by the shareholders present at the Meeting reaches more than fifty percent (50%) of the total amount of the issued and outstanding shares, the chairman may submit the adopted tentative resolution(s) to the Meeting for approval in accordance with Article 174 of the R.O.C. Company Law.
Article 10 If the Meeting is convened by the Board of Directors, the agenda of the Meeting shall be set by the Board of Directors. The relevant proposals (including extraordinary motions and amendment to original proposals) shall be decided by voting on a case-by-case basis. The Meeting shall proceed in accordance with the agenda, unless otherwise resolved by the Meeting.
The preceding paragraph shall apply mutatis mutandis to cases where the Meeting is convened by a person, other than the Board of Directors, entitled to convene such Meeting.
Unless otherwise resolved by the Meeting, the chairman shall not adjourn the Meeting before all of discussion items (including extraordinary motions) in the agenda of the Meeting have been resolved. In case that the chairman violates the Procedures and announces the adjournment of the Meeting, other members of the Board of Directors shall promptly assist the shareholders present at the Meeting, pursuant to the laws and regulations, to elect one person among themselves by a majority of at least fifty percent (50%) or more votes represented by the shareholders present at the Meeting to act as the chairman to preside over the Meeting and continue the Meeting.
The chairman shall provide opportunities to the shareholders for their sufficient explanation and discussion on the discussion items in the agenda of the Meeting, the amendment to the discussion items and
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extraordinary motions made by shareholders. The Chairman may announce to end the discussion of the foresaid matters and submit them to be resolved when the chairman deems appropriate and shall also arrange ample time for a vote.
Article 11 A shareholder who intends to speak in the Meeting shall first fill out a speech note, specifying therein the summary of the speech, the shareholder's number (or the number of his/her attendance certificate) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.
A shareholder who only submits his/her speech note for a speech but does not actually speak in the Meeting shall be considered as not having given such a speech. If the contents of the speech of the shareholder are different from the contents of the speech note, the contents of actual speech shall prevail.
Unless otherwise permitted by the chairman, each shareholder shall not speak more than two times for each discussion item. Each speech shall not take more than 5 minutes. In case the speech of any shareholder violates the foresaid provisions or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
When a shareholder is giving a speech, the other shareholders shall not interrupt the speech of the shareholder unless they have obtained the consent from the chairman and the said shareholder. For any such violations, the chairman shall stop the interruption immediately.
If a legal entity shareholder who designates two (2) or more representatives to represent it at the Meeting, only one of the representatives so designated can speak for each discussion item.
After the speech of a shareholder, the chairman may respond by himself/herself or appoint an appropriate person to respond.
Where a virtual Shareholders' Meeting is convened, shareholders attending the virtual Meeting online may raise questions in writing at the virtual meeting platform from the Chairman declaring the Meeting open until the Chairman declaring the Meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12 A resolution of a Meeting shall be calculated by the numbers of shares.
Shares held by a shareholder without voting right shall not be counted in the numbers of the total issued and outstanding shares while adopting a resolution at a Meeting.
A shareholder, who has a conflict of interest with the Company in the matter discussed at a Meeting and such conflict may impair the interest of
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the Company, shall not vote nor exercise the voting right on behalf of other shareholders.
A director of the Company has created a pledge on the company's shares more than half of the company's shares being held by him/her/it at the time he/she/it is elected, the voting power of the excessive portion of shares shall not be exercised and the excessive portion of shares shall not be counted in the number of votes of shareholders present at the meeting.
Shares for which voting right cannot be exercised as mentioned in those two preceding paragraphs shall not be counted in the number of votes of shareholders present at the Meeting.
In the event the same proxy acts for two (2) or more shareholders, except for a securities trust enterprise or stock agency approved by the competent authority, his/her delegated voting right cannot exceed three percent (3%) of the total voting rights of the issued and outstanding shares of the Company. Otherwise the excessive voting rights shall not be counted.
Article 13 Shareholders of the Company shall be entitled to one vote for each share they hold, except for the limited shares or the shares without voting rights as set forth under Paragraph 2 of Article 179 of the R.O.C. Company Law.
Shareholders of the Company shall exercise their voting rights by electronic method and may exercise their voting rights in writing. The way how to exercise voting rights in writing or by electronic method shall be described in the Meeting notice. Shareholders who exercise their voting rights in writing or by electronic method shall be deemed as attending the Meeting in person provided however that their voting rights to the extraordinary motions and amendments to the discussion items at the Meeting shall be deemed to be abandoned.
The shareholder who intends to exercise his/her voting rights in writing or by electronic method as stated in the preceding paragraph shall serve the Company his/her voting rights exercising result in writing (the "Voting Exercising") no later than two (2) days prior to the Meeting. If two or more Voting Exercising is received by the Company from one shareholder, the first one received by the Company shall prevail, unless the later one is sent to revoke the previous one.
The shareholder who has exercised his/her voting rights in writing or by electronic method and thereafter wants to attend the Meeting in person or by way of electronic transmission shall revoke his/her Voting Exercising via the same method he/she took previously to serve his/her Voting Exercising to the Company by at least two(2) day before the Meeting. In case the shareholder fails to revoke his/her Voting Exercising on time, the Voting Exercising shall prevail. If a shareholder has exercised his/her voting right in writing or by electronic method but also appoints a proxy by power of attorney to attend the Meeting, the voting rights exercised by the proxy shall prevail.
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Unless a majority of more than fifty percent (50%) is required by the R.O.C. Company Law or the AOI of the Company, a resolution of the Meeting shall be adopted by at least a fifty percent (50%) majority of votes represented by the shareholders present at the Meeting. In the proceedings of voting, the chairman or the person designated by the chairman shall announce the total voting shares of the shareholders present at the Meeting by each discussion item, 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.
If there is an amendment or alternative for a discussion item, the chairman may combine the amendment or alternative into the original discussion item, and determine the sequence of voting for such discussion item. If any one of the above has been resolved, the others shall be deemed vetoed and no further voting is necessary.
In addition to the proposals on the meeting agenda, when a shareholder wishes to propose an extraordinary motion, the shareholder's voting rights shall represent at least 1% or more of the Company's total issued shares.
The person(s) to supervise and the person(s) to record the ballots during a vote by casting ballots shall be designated by the chairman. However the persons supervising the recording of the ballots shall be shareholders of the Company. The whole process of resolutions, election of Directors and the ballots recording shall be conducted in publicly venue of the meeting. The result of voting which shall include the total number of the voting rights shall be announced at the Meeting, and recorded in the meeting minutes.
When the Company convenes a virtual Shareholders' Meeting, after the Chairman declares the meeting open, shareholders attending the Meeting online shall cast votes on proposals and elections on the virtual meeting platform before the Chairman announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual Shareholders' Meeting, votes shall be counted at once after the Chairman announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid Shareholders' Meeting, if shareholders who have registered to attend the Meeting online in accordance with Article 6 decide to attend the physical Shareholders' Meeting in person, they shall revoke their registration two days before the Shareholders' Meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the Shareholders' Meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the Shareholders' Meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any
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amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14 Election of Directors shall be conducted according to the relevant election rules of the Company. Election results which shall include the names of those elected and not elected as directors and the numbers of votes with which they were elected and not elected shall be announced extemporarily at the Meeting.
The ballots for the elections set forth in the preceding paragraph shall be sealed and signed by the persons supervising the recording of the ballots and properly kept for at least one (1) year. However, if a shareholder files a lawsuit pursuant to Article 189 of the R.O.C. Company Law, such ballots shall be kept until the conclusion of such litigation.
Article 15 Resolutions adopted at the Meeting shall be recorded in the meeting minutes, which shall be signed or sealed by the chairman of the Meeting and shall be distributed to all shareholders of the Company within twenty (20) days after the close of the Meeting. Preparation and distribution of the meeting minutes may be made by electronic form and method.
This Company may issue a public announcement on the Market Observation Post System to distribute the aforesaid meeting minutes to shareholders.
Information including the time (year, month and date) and place of the Meeting, name of the chairman, the manner in which resolutions had been adopted, as well as the summary of the essentials of the proceedings and result of the Meeting (including the weight of the votes), and the number of weighted votes each candidate received in case of a Directors' elections shall be clearly stated in the meeting minutes. The Company shall keep the meeting minutes persistently during the existence of the Company.
Where a virtual Shareholders' Meeting is convened, in addition to the particulars to be included in the Meeting minutes as described in the preceding paragraph, the start time and end time of the Shareholders' Meeting, how the Meeting is convened, the Chairman's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the Meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only Shareholders' Meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the Meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only Shareholders' Meeting online.
Article 16 The Company shall prepare a statistical statement in accordance with the prescribed format and explicitly disclose the number of the shares solicited by the solicitors, the number of the shares represented by the proxies and the number of the shares represented by shareholders
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attending the Meeting by correspondence or electronic means in the venue of a Meeting on the date of the Meeting.
In the event a virtual Shareholders’ Meeting, the Company shall upload the above Meeting materials to the virtual meeting platform at least 30 minutes before the Meeting starts, and keep this information disclosed until the end of the Meeting.
During the Company’s virtual Shareholders’ Meeting, when the Meeting is called to order, the total number of shares represented at the Meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the Meeting and a new tally of votes is released during the Meeting.
The Company shall make public announcements regarding the content of the Meeting resolutions on the Market Observation Post System within the required time limit if such resolutions are qualified as the material events as set forth in the laws and regulations or regulated by the Taiwan Stock Exchange Corporation.
Article 17 Persons handling the business of the Meeting shall wear an identification card or a badge.
The chairman may engage disciplinary officers or security personnel to assist to keep the order of the Meeting. Such disciplinary officers or security personnel shall wear a badge or identification card marked "Disciplinary Officers".
The chairman may stop the speech of a shareholder if such shareholder makes the speech by a megaphone not provided by the Company at the Meeting.
The chairman may request disciplinary officers or security personnel to have the shareholder leave the Meeting if such shareholder violates the Procedures and disobeys the correction order of the chairman, or interrupts the proceedings of the Meeting after being requested to stop by the chairman.
Article 18 During the Meeting, the chairman may set time for intermission at his/her discretion. In the event of any force majeure, the chairman may adorn the Meeting temporarily and announce reopening time subject to the actual situation.
If a Meeting cannot be finished with the agenda (including extraordinary motions) while the arranged venue of the Meeting can no longer be used, a resolution to find another place to continue the Meeting may be adopted.
A resolution may be adopted to postpone or continue the Meeting within five (5) days according to Article 182 of the R.O.C. Company Law.
Article 19 In the event of a virtual Shareholders’ Meeting, The Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the Chairman has announced the Meeting adjourned.
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Article 20 When The Company convenes a virtual-only Shareholders' Meeting, both the Chairman and secretary shall be in the same location, and the Chairman shall declare the address of their location when the Meeting is called to order.
Article 21 When the Company convenes a virtual Shareholders' Meeting, any matters related to disconnection handling, including postponement or resumption of the Meeting due to disconnection, calculation of the number of shares present, voting rights, and election rights, shall be handled in accordance with Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 22 The Procedures shall become effective from the date it is approved by the Meeting. The same applies in case of revision.
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NAN YA PRINTED CIRCUIT BOARD CORPORATION
Current Shareholdings of Directors
| Title | Name | Shareholding (share) |
|---|---|---|
| Chairman | MING-JEN TZOU | |
| Representative of | ||
| Nan Ya Plastics | ||
| Corporation | 432,744,977 | |
| Director | WEN-YUAN WONG | |
| Representative of | ||
| Nan Ya Plastics | ||
| Corporation | 432,744,977 | |
| Director | CHIA-CHAU WU | |
| Representative of | ||
| Nan Ya Plastics | ||
| Corporation | 432,744,977 | |
| Director | ANN-DE TANG | 194 |
| Director | LIEN-JUI LU | 0 |
| Director | (vacancy) | - |
| Independent Director | TA-SHENG LIN | 0 |
| Independent Director | SHYUR-JEN CHIEN | 0 |
| Independent Director | SHUI-CHI CHUANG | 0 |
Note:
According to Article 26 of Securities and Exchange Act, the minimum shareholdings of the Company's Directors are 20,677,296 shares. As of March 16, 2026, the actual shareholdings of the Company's Directors are 432,745,171 shares.
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