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PARPRO — Annual Report 2025
Apr 28, 2026
52437_rns_2026-04-28_6df01a70-3d1c-4f3c-ac2e-622cbadc088c.pdf
Annual Report
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Stock code: 4916
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PARPRO CORPORATION
2026 Annual Shareholders’ Meeting
Meeting Agenda
Meeting Date and Time: May 29, 2026, at 9:00 AM
Meeting Venue:
No. 188, Section 3, Linghang South Road, Zhongli District, Taoyuan City, Taiwan (R.O.C.)
PARPRO CORPORATION
2026 Annual Shareholders’ Meeting
Date and Time: May 29, 2026, at 9:00 AM
Location: No. 188, Section 3, Linghang South Road, Zhongli District, Taoyuan City, Taiwan Convening Method: Physical meeting
Agenda for the Meeting:
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I. Report on attendance and announcement of the session.
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II. The speech of the Chairman
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III. Report items
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2025 Business Report.
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2025 Audit Committee's Review Report.
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Report on the domestic unsecured conversion of corporate bonds
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2025 Report on Employees’ and Directors’ Remuneration.
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2025 Report on the Distribution of Earnings as Cash Dividends.
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IV. Proposals
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Adoption of the Company's 2025 Business Report and Financial Statements and subsidiaries' consolidated financial statements.
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Adoption of the proposal for distribution of 2025 earnings of the Company.
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V. Motions
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VI. Adjournment of Meeting
Report items
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2025 Business Report.
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Description: Please refer to Appendix 1 for 2025 Business Report.
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2025 Audit Committee's Review Report.
Description: Please refer to Appendix 2 for 2025 Audit Committee's Review Report.
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Report on the domestic unsecured conversion of corporate bonds.
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Status of Domestic Unsecured Convertible Corporate Bonds (as of March 31, 2026)
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Type of corporate bonds 5 [th] Unsecured
conversion of corporate
bonds
Issue date 2025/5/14
Denomination (NTD) 100 thousand
Issue price (NTD) 100.00
Total issuance (NTD) 500,000 thousand
Interest rate 0%
Term 5 years; due date:
2030/5/14
Repayment method Repayment once due
Conversion price (NTD) 42.88
Issue balance (NTD) 15,900 thousand
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2025 Report on Employees’ and Directors’ Remuneration.
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Description:
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(1) Calculated in accordance with Article 19 of the company's Articles of Incorporation, it is planned to distribute employee remuneration of 4,211,757 and directors' remuneration of 2,105,879, accounting for 2 % and 1% of the net profit before tax respectively in 2025. All payments will be paid in cash.
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(2) The above-mentioned employee remuneration and directors' remuneration have no discrepany with the estimated amount listed in the 2025 financial statements.
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2025 Report on the Distribution of Earnings as Cash Dividends. Description:
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(1) Pursuant to Article 19-1 of the Company's Articles of Incorporation , when the distribution of surplus, legal surplus reserve and capital reserve is paid in cash, the board of directors is authorized to distribute by a resolution of more than two-thirds of the directors present and more than half of the directors present, and report to the shareholders meeting.
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(2) This case has been approved by the resolution of the board of directors. The distribution of cash dividends to shareholders will be based on the shareholders' list on the dividend distribution base date, deducting the shares held by treasury shareholders. NT$ 0.5 will be distributed per share (distributed up to NT$1), totaling NT $ 61,855,871, the total amount of abnormal odd shares distributed less than NT $1 was transferred to other income of the company, and the chairman was authorized to set the base date of dividend distribution and related distribution matters.
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(3) If the number of shares in circulation is affected due to changes in laws or adjustments by competent authorities or other reasons affecting changes in shares, and the dividend rate of shareholders changes, the chairman is authorized to handle it with full authority.
Proposals
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Adoption of the Company's 2025 Business Report and Financial Statements and subsidiaries' consolidated financial statements.
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Description:
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(1) The company's 2025 annual financial statements and the consolidated financial statements prepared in accordance with the International Financial Reporting Standards have been completed, and have been audited by Deloitte & Touch, together with the 2025 annual business report have been approved by the board of directors. The audit committee has reviewed.
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(2) Please refer to Appendix 1 and Appendice 3 for the above business report and financial statements.
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Resolution:
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Adoption of the proposal for distribution of 2025 earnings of the Company. Description: Please refer to Appendix 4 for the company's 2025 profit distribution statement. Resolution:
Motions
Adjournment of Meeting
(Appendix 1)
2025 Annual Business Report
2025 operating results, 2026 year business plan and future company development strategy, affected by external competition environment, regulatory environment and overall business environment are explained as follows:
1. 2025 business results
- (1) 2025 business plan implementation results
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Unit: NT$ thousand; %
Item 2024 2025 Increase/Decrease Ratio of change
Operating income 3,573,442 3,605,070 31,628 0.89
Cost of goods sold 3,067,878 2,883,560 (184,318) (6.01)
Operating profit 505,564 721,510 215,946 42.71
Operating expenses 401,100 429,517 28,417 7.08
Operating net (loss) profit 104,464 291,993 187,529 179.52
Net non-operating income (58,358) (38,311) 20,047 34.35
Net profit before tax 46,106 253,682 207,576 450.21
Net profit for the year 1,477 190,075 188,598 12,768.99
Net profit attributable to
1,514 200,660 199,146 13,153.63
the owners of the Company
Net profit attributable to
the non-controlling interest (37) (10,585) (10,548) (28,508.11)
Earnings per share 0.02 1.77 1.75 8,750.00
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(2) Budget execution status: Not applicable.
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(3) Profitability Analysis
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Item 2024 2025
Financial Liabilities to Assets Ratio 39.30 38.55
Structure (%) Long-term funds to fixed assets Ratio 2,020.78 1,787.69
Current Ratio 248.06 231.26
Solvency (%)
Quick Ratio 142.72 147.24
Return on assets 0.97 5.20
Profitability
Return on equity 0.07 7.33
(%)
Earnings per share (NT$) 0.02 1.77
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(4) Research Development Status
The main operations and products of Papro Corporation are divided into gaming and industrial computers, aerospace and defense industries and other fields. The operating bases are in Taiwan, Mexico and the United States. "Technology research and development, innovative development, global layout" and other strategies, through vertical and horizontal integration, continue to improve and optimize the group's production and manufacturing capacity, strengthen research and development capabilities, gradually form barriers to entry in the same industry, and develop new technologies and new products and industrial applications, widely used in gaming, industrial computers, aerospace, defense industry, Netcom, medical, Internet of Things, smart retail, automotive and other industries/product fields.
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2026 Annual Operation Plan
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(1) Operating strategy
- A. Maintenance and enhancement of customer relationships, with a focus on deepening and developing applications in industries such as gaming, industrial computers, aerospace, defense, telecommunications, healthcare, and edge AI applications.-
B. Group operation integration, including order receiving and production arrangement, R&D cooperation/support and joint development, so as to achieve resource sharing, more efficient operation, and share results.
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C. Intensify research and development energy with innovation, and expand new or potential products and industrial applications in the future.
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D. Effectively control operating costs and improve the overall profitability of the group.
-
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(2) Important Production and Marketing Policies
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A. Strengthen the relationship with existing customers, grasp existing orders and shipments, and then increase new or potential customers and orders.
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B. Strengthen the supply chain relationship and enhance the bargaining power of suppliers.
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C. To reduce material cost.
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D. Through the improvement of manufacturing process and yield rate, we can provide customers with high quality and shorten delivery time.
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E. Carry out cost control and maintain/improve stable profits.
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Future company development strategy
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(1) Maintenance and improvement of customer relationship.
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(2) R&D energy and technology are continuously quenched to establish/enlarge the differentiated value with competitors in the same industry.
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(3) Seek for mergers and acquisitions or strategic alliances, and gradually expand the group's operating scale and realize greater profit momentum for the group through horizontal and vertical operation integration models.
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(4) Prudent financial strategy and implementation of corporate governance, strengthening and maintaining good investor relations.
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(5) Cultivate global talents and build an international team.
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Affected by the external competitive environment, regulatory environment and overall business environment
The competition in the external environment is fierce. The company will continue to recruit outstanding talents, increase the added value of products and expand product lines to increase market share, so as to maintain the stable growth of operations. At the same time, it will continue to integrate the operations of the various operating companies of the group Configuration, in order to achieve the effect of reducing costs and enhancing competitiveness.
In addition, in the face of increasingly strict laws and regulations on environmental protection, investors, consumers, intellectual property rights, and labor rights, the company will also implement the spirit of corporate governance, fulfill corporate social responsibilities, and implement relevant laws and regulations. Changes in important policies and regulations affect finances and business. In the future, we will also keep an eye on changes in important policies and regulations at home and abroad, and propose timely measures to respond to them.
Under the operation of a globalized, conglomerate, and specialized enterprise, Papro Corporation will continue to face challenges with more stable and practical management in response to the trend of internationalization. Papro Corporation also believes that with the encouragement and encouragement of all colleagues and shareholders of the company .Under the guidance, Papro Corporation will be able to reach new heights and create greater benefits for shareholders.
(Appendix 2)
Audit Committee Review Report
The board of directors formulated the company's 2025 annual business report, financial statements (including consolidated financial statements) and profit distribution proposals, among which the financial statements (including consolidated financial statements) were audited and certified by accountants Chen Peide and Chen Junhong of Deloitte & Touche. The above-mentioned business report, financial statements (including consolidated financial statements) and profit distribution proposals have been reviewed by the audit committee and found to be inconsistency, and reported in accordance with the provisions of Article 144 of the Securities and Exchange Act and Article 219 of the Company Act.
Sincerely,
PARPRO CORPORATION 2026 Annual Shareholders’ Meeting Convener (Independent Director): Shen Zhenlin
(Appendix 3)
2025 Financial Statements
Independent Auditor’s Report
To PARPRO CORPORATION,
Audit opinion
We have audited the accompanying parent company only balance sheet of PARPRO CORPORATION (the “Company”) for the years ended December 31, 2025 and 2024 and the relevant parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “parent company only financial statements”).
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the Company’s individual financial position as of December 31, 2025 and 2024 and for the years then ended, and its individual financial performance and cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the parent company only financial statements” paragraph of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have acquired enough and appropriate audit evidence to serve as the basis for our audit opinion.
Key audit matters
Key audit matters refer to the most vital matters in our audit of the Company’s parent company only financial statements for the year ended December 31, 2025 based on our professional judgment. These matters were addressed in our audit of the parent company only financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
Key audit matters of the Company’s parent company only financial statements for the year ended December 31, 2025, are stated as follows:
Authenticity of investments using the equity method – operating revenue from subsidiaries’ certain
customers
The Company’s subsidiaries mainly sell gaming and industrial computers as well as aerospace and national defense products. In 2025, the amount of product revenue from certain customers changed significantly on a year-on-year basis; as we considered revenue recognition to bear a higher inherent risk of fraud and that the management might be pressured to achieve planned financial targets, we listed the authenticity of such revenue as a key audit matter.
We performed for the following audit procedures for the above matter:
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Learned about and tested the key internal control systems for the sales revenue and evaluated the design and implementation effectiveness;
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Obtained the statements of the account of the revenue, selected samples for testing of the details, and reviewing documents, such as orders, shipping orders, and invoices to confirm the authenticity of the revenue;
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Obtain the statements of the account of the revenue and selected samples to test if there was a significant difference in the write-offs and amounts of receivables to confirm the authenticity of the revenue.
Responsibilities of the management and the governing bodies for the parent company only financial statements
The management’s responsibilities are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control associated with the preparation in order to ensure that the parent company only financial statements are free from material misstatement arising from fraud or error.
In preparing the parent company only financial statements, the management is also responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.
The Company’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatement may arise from frauds or error. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.
We have exercised our professional judgment and professional skepticism when performing the audit work in accordance with the auditing standards. We also performed the following tasks:
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Identified and assessed the risks of material misstatement arising from fraud or error within the parent company only financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
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Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
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Concluded on the appropriateness of the management’s adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Company’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in the said statements within our audit report. If such disclosures are inadequate, we need 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.
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Evaluated the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately present the relevant transactions and events.
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Obtained sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the parent company only financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.
The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).
We also provided the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Company’s parent company only financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the auditors’ report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.
Deloitte & Touche CPA Chen, Pei-Te
CPA Chen, Chun-Hung
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1080321204
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 0990031652
March 13, 2026
PARPRO CORPORATION
Parent Company Only Balance Sheet
December 31, 2025 and 2024
Unit: NTD thousand
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December 31, 2025 December 31, 2024
Code Assets Amount % Amount %
Current assets
1100 Cash (Note 6) $ 578,994 15 $ 97,484 3
1172 Accounts receivable (Notes 9, 18 and 24) 35,667 1 46,827 2
1200 Other receivables (Note 24) 153,762 4 123,289 4
1220 Current income tax assets 350 - 3 -
1410 Prepayments 12,135 - 3,654 -
11XX Total current assets 780,908 20 271,257 9
Non-current assets
1517 Financial assets at fair value through other comprehensive income
(Note 8) 3,487 - 29,982 1
1550 Investments using the equity method (Notes 5 and 10) 2,977,442 78 2,683,680 89
1600 Property, plant and equipment (Note 11) 26,268 1 10,374 1
1755 Right-of-use assets (Note 12) 40,635 1 6,391 -
1840 Deferred tax assets (Note 20) 53 - 742 -
1990 Other non-current assets 3,991 - 3,158 -
15XX Total non-current assets 3,051,876 80 2,734,327 91
1XXX Total assets $ 3,832,784 100 $ 3,005,584 100
Code Liabilities and equity
Current liabilities
2100 Short-term borrowings (Note 13) $ 480,000 12 $ 260,000 9
2110 Short-term notes payable 49,958 1 49,868 2
2120 Financial liabilities at fair value through profit or loss (Note 7) 307 - 8,328 -
2219 Other payables (Notes 15 and 24) 26,652 1 21,430 1
2230 Current income tax liabilities - - 3,571 -
2250 Provisions - - 1,113 -
2280 Lease liabilities (Note 12) 5,478 - 4,745 -
2320 Long-term liabilities – current portion (Notes 13 and 14) 22,895 1 130,814 4
2399 Other current liabilities 307 - 161 -
21XX Total current liabilities 585,597 15 480,030 16
Non-current liabilities
2530 Corporate bonds payable (Note 14) 26,473 1 358,665 12
2540 Long-term borrowings (Note 13) 130,689 3 61,667 2
2570 Deferred tax liabilities (Note 20) 408 - 938 -
2580 Lease liabilities (Note 12) 35,259 1 1,764 -
25XX Total non-current liabilities 192,829 5 423,034 14
2XXX Total liabilities 778,426 20 903,064 30
Equity (Note 17)
Share capital
3110 Ordinary share capital 1,232,111 32 984,888 33
3150 Share capital pending registration 1,788 - - -
3100 Total share capital 1,233,899 32 984,888 33
3200 Capital surplus 1,302,846 34 647,009 21
Retained earnings
3310 Legal reserve 150,047 4 149,746 5
3320 Special reserve - - 23,125 1
3350 Undistributed earnings 372,974 10 191,103 6
3300 Total retained earnings 523,021 14 363,974 12
3400 Other equity ( 5,408 ) - 106,649 4
3XXX Total equity 3,054,358 80 2,102,520 70
Total liabilities and equity $ 3,832,784 100 $ 3,005,584 100
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The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Wen-Chia
Managerial Officer: Yen, Tsung-Chien
Chief Accounting Officer: Wu, Hsiu-Pi
PARPRO CORPORATION
Parent Company Only Statement of Comprehensive Income
December 31, 2025 and 2024
Unit: In NTD thousand, except for earnings per share in NTD
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2025 2024
Code Amount % Amount %
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| Code |
2025 Amount |
% | 2024 Amount |
% | |||||
|---|---|---|---|---|---|---|---|---|---|
| 4100 | Operating revenue (Notes 18 | ||||||||
| and 24) | $ 155,491 | 100 | $ 155,876 | 100 | |||||
| 5110 | Operating costs | 150,067 | 96 | 152,846 | 98 | ||||
| 5900 | Gross profit | 5,424 | 4 | 3,030 | 2 | ||||
| Operating expenses (Note 19) | |||||||||
| 6100 | Selling expense | 68 | - | 23 | - | ||||
| 6200 | Administrative expenses | 61,747 | 40 | 50,658 | 33 | ||||
| 6000 | Total operating | ||||||||
| expenses | 61,815 | 40 | 50,681 | 33 | |||||
| 6900 | Net operating loss | ( | 56,391) | ( | 36) | ( | 47,651) | ( | 31) |
| Non-operating income and | |||||||||
| expenses (Notes 19 and 24) | |||||||||
| 7100 | Interest income | 1,677 | 1 | 974 | 1 | ||||
| 7010 | Other income | 83,645 | 54 | 94,354 | 61 | ||||
| 7020 | Other gains and losses | 8,358 | 5 | 10,605 | 7 | ||||
| 7050 | Financial costs | ( | 13,560) | ( | 9) | ( | 18,575) | ( | 12) |
| 7070 | Share of profit and loss | ||||||||
| of subsidiaries and | |||||||||
| associates using the | |||||||||
| equity method | 180,541 | 116 | ( | 28,880) | ( | 19) | |||
| 7000 | Total non-operating | ||||||||
| income and | |||||||||
| expenses | 260,661 | 167 | 58,478 | 38 | |||||
| 7900 | Net income before tax | 204,270 | 131 | 10,827 | 7 | ||||
| 7950 | Income tax expense (Note 20) | ( | 3,610) | ( | 2) | ( | 9,313) | ( | 6) |
| 8200 | Net income for 2025 | 200,660 | 129 | 1,514 | 1 |
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2025 2024
Code Amount % Amount %
Other comprehensive income
8310 Items not reclassified to
profit or loss:
8316 Unrealized gains or
losses on
investment in
equity instruments
at fair value
through other
comprehensive
income ($ 26,495) ( 17) ($ 188) -
8330 Share of other
comprehensive
income of
subsidiaries and
associates using the
equity method ( 1,138) ( 1) 5,984 4
8360 Items that may be
reclassified
subsequently to profit
or loss:
8361 Exchange
Differences in
Translating the
Financial
Statements of
Foreign Operations ( 83,191 ) ( 53 ) 126,616 81
8300 Other comprehensive
income after tax ( 110,824 ) ( 71 ) 132,412 85
8500 Total comprehensive income
for 2025 $ 89,836 58 $ 133,926 86
Earnings per share (Note 21)
9750 Basic $ 1.77 $ 0.02
9850 Diluted $ 1.57 $ 0.02
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The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Wen-Chia Managerial Officer: Chief Accounting Officer: Yen, Tsung-Chien Wu, Hsiu-Pi
PARPRO CORPORATION
Parent Company Only Statement of Changes in Equity
December 31, 2025 and 2024
Unit: NTD thousand
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Other equity items
Share capital Retained earnings Exchange Unrealized gain
Differences in (loss) on financial
Translating the assets at fair value
Financial through other
Ordinary share Share capital Undistributed Statements of comprehensive
Code capital pending change Total Capital surplus Legal reserve Special reserve earnings Foreign Operations income Total equity
A1 Balance as at January 1, 2024 $ 983,789 $ - $ 983,789 $ 642,138 $ 141,737 $ 33,051 $ 225,535 ( $ 25,846 ) $ 2,721 $ 2,003,125
Earnings distribution for 2023
B1 Legal reserve provided - - - - 8,009 - ( 8,009 ) - - -
B17 Special reserve reversed - - - - - ( 9,926 ) 9,926 - - -
B5 Common stock cash dividends - - - - - - ( 39,352 ) - - ( 39,352 )
- - - - - -
Total earnings distributed 8,009 ( 9,926 ) ( 37,435 ) ( 39,352 )
D1 Net income for 2024 - - - - - - 1,514 - - 1,514
D3 Other comprehensive income after tax for 2024 - - - - - - 1,821 126,616 3,975 132,412
D5 Total comprehensive income for 2024 - - - - - - 3,335 126,616 3,975 133,926
C7 Changes in associates using the equity method - - - 2,757 - - - - - 2,757
Q1 Disposal of financial assets at fair value through other
comprehensive income - - - - - - 817 - ( 817 ) -
I1 Convertible corporate bonds converted 1,099 - 1,099 2,114 - - - - - 3,213
M5 The difference between the price of acquiring the shares of
- - - - - - - -
the subsidiary and the book value ( 1,149 ) ( 1,149 )
Z1 Balance as at December 31, 2024 984,888 - 984,888 647,009 149,746 23,125 191,103 100,770 5,879 2,102,520
Earnings distribution for 2024
B1 Legal reserve provided - - - - 301 - ( 301 ) - - -
B17 Special reserve reversed - - - - - ( 23,125 ) 23,125 - - -
B5 Common stock cash dividends - - - - - - ( 42,013 ) - - ( 42,013 )
Total earnings distributed - - - - 301 ( 23,125 ) ( 19,189 ) - - ( 42,013 )
D1 Net income (loss) for 2025 - - - - - - 200,660 - - 200,660
D3 Other comprehensive income after tax for 2025 - - - - - - 78 ( 83,191 ) ( 27,711 ) ( 110,824 )
D5 Total comprehensive income for 2025 - - - - - - 200,738 ( 83,191 ) ( 27,711 ) 89,836
C5 Components of convertible corporate bonds issued by the
- - - - - - - -
Company recognize in equity 46,090 46,090
C7 Changes in associates using the equity method - - - 3,284 - - ( 833 ) - - 2,451
I1 Convertible corporate bonds converted 247,223 1,788 249,011 606,463 - - - - - 855,474
Q1 Disposal of financial assets at fair value through other
- - - - - - - -
comprehensive income 1,155 ( 1,155 )
Z1 Balance as at December 31, 2025 $ 1,232,111 $ 1,788 $ 1,233,899 $ 1,302,846 $ 150,047 $ - $ 372,974 $ 17,579 ( $ 22,987 ) $ 3,054,358
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The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Wen-Chia
Managerial Officer: Yen, Tsung-Chien
Chief Accounting Officer: Wu, Hsiu-Pi
PARPRO CORPORATION
Parent Company Only Statement of Cash Flows
December 31, 2025 and 2024
Unit: NTD thousand
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Code 2025 2024
Net cash flow of operating activities
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| Code | Net cash flow of operating activities | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|---|
| A10000 | Net income before tax | $ | 204,270 | $ | 10,827 | ||
| A20010 | Income and expenses | ||||||
| A20100 | Depreciation expense | 7,886 | 8,128 | ||||
| A20400 | Net (gain) loss on financial | ||||||
| instruments measured at fair | |||||||
| value through profit or loss | ( | 11,032 ) | 479 | ||||
| A20900 | Financial costs | 13,560 | 18,575 | ||||
| A21200 | Interest income | ( | 1,677 ) | ( | 974 ) | ||
| A22300 | Share of profit and loss of associates | ||||||
| using the equity method | ( | 180,541 ) | 28,880 | ||||
| A24100 | Unrealized foreign exchange loss | ||||||
| (gain) | 9,647 | ( | 12,500 ) | ||||
| A29900 | Reversal of provisions | ( | 1,113 ) | - | |||
| A30000 | Net changes in operating assets and | ||||||
| liabilities | |||||||
| A31150 | Accounts receivable | 9,151 | ( | 12,641 ) | |||
| A31180 | Other receivables | ( | 35,285 ) | ( | 4,977 ) | ||
| A31230 | Prepayments | ( | 8,481 ) | ( | 2,645 ) | ||
| A32150 | Accounts payable | - | ( | 65 ) | |||
| A32180 | Other payables | 5,379 | ( | 27,399 ) | |||
| A32230 | Other current liabilities | 146 | 11 | ||||
| A33000 | Cash inflow from operations | 11,910 | 5,699 | ||||
| A33100 | Interest received | 1,677 | 1,221 | ||||
| A33300 | Interest paid | ( | 8,036 ) | ( | 8,095 ) | ||
| A33500 | Income tax paid | ( | 6,266) | ( | 18,749) | ||
| AAAA | Net cash outflows from operating | ||||||
| activities | ( | 715) | ( | 19,924) | |||
| Net cash flow of investing activities | |||||||
| B00200 | Disposal of financial assets at fair value | ||||||
| through other comprehensive income | - | 18,278 | |||||
| B02700 | Acquisition of property, plant and | ||||||
| equipment | ( | 18,740 ) | - | ||||
| B06700 | Increase in guarantee deposits paid | ( | 833 ) | - | |||
| B07600 | Dividends from associates received | 3,990 | 3,990 | ||||
| BBBB | Net cash inflows (outflows) from | ||||||
| investing activities | ( | 15,583) | 22,268 |
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Code 2025 2024
Net cash flow of financing activities
C00200 Increase in short-term borrowings $ 220,000 $ 80,000
C00500 Increase in short-term notes payable - 20,000
C01200 Convertible corporate bonds issued 494,486 -
C01300 Convertible corporate bonds repaid - ( 40,400)
C01600 Long-term borrowings 148,000 50,000
C01700 Long-term borrowings repaid ( 115,573) ( 50,076)
C04020 Lease principal repaid ( 5,056) ( 5,055)
C04500 Dividends paid to owners of the
Company ( 42,013) ( 39,352)
C05400 Equity in subsidiary acquired ( 199,089 ) ( 12,703 )
CCCC Net cash inflows from financing
activities 500,755 2,414
DDDD Effect of exchange rate changes on cash ( 2,947 ) 2,472
EEEE Net increase in cash 481,510 7,230
E00100 Opening balance of cash 97,484 90,254
E00200 Ending balance of cash $ 578,994 $ 97,484
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The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Liao, Wen-Chia Managerial Officer: Yen, Tsung-Chien
Chief Accounting Officer: Wu, Hsiu-Pi
Representation Letter
The affiliates that are required to be included in the Company’s consolidated financial statements as of and for the year ended December 31, 2025, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10. In addition, the information required to be disclosed in the combined financial statements of affiliates is included in the said consolidated financial statements. Consequently, a separate set of combined financial statements of affiliates will not be prepared.
It is hereby certified that the information disclosed herein is true and correct.
Name of Company: PARPRO CORPORATION
Person-in-charge: Liao, Wen-Chia
March 10, 2026
Independent Auditor’s Report
To PARPRO CORPORATION,
Audit opinion
We have audited the accompanying consolidated balance sheets of PARPRO CORPORATION (the “Company”) and its subsidiaries (collectively, the “Group”) for the years ended December 31, 2025 and 2024 and the relevant consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” paragraph of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have acquired enough and appropriate audit evidence to serve as the basis for our audit opinion.
Key audit matters
Key audit matters refer to the most vital matters in our audit of the Group’s consolidated financial statements for the year ended December 31, 2025 based on our professional judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2025, are stated as follows:
– Authenticity of revenue operating revenue from certain customers
The Group mainly sells gaming and industrial computers as well as aerospace and national defense products. In 2025, the amount of product revenue from certain customers changed significantly on a year-on-year basis; as we considered revenue recognition to bear a higher inherent risk of fraud and that the management might be pressured to achieve planned financial targets, we listed the authenticity of such revenue as a key audit matter.
We performed for the following audit procedures for the above matter:
-
Learned about and tested the key internal control systems for the sales revenue and evaluated the design and implementation effectiveness;
-
Obtained the statements of the account of the revenue, selected samples for testing of the details, and reviewing documents, such as orders, shipping orders, and invoices to confirm the authenticity of the revenue;
-
Obtain the statements of the account of the revenue and selected samples to test if there was a significant difference in the write-offs and amounts of receivables to confirm the authenticity of the revenue.
Other matters
The Company has also prepared the parent company only financial statements for the years ended December 31, 2025 and 2024, for which we have issued an audit report, with an unqualified opinion, for reference.
Responsibilities of the management and the governing bodies for the consolidated financial statements
The management’s responsibilities are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively referred to as “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China and to maintain necessary internal control associated with the preparation in order to ensure that the consolidated financial statements are free from material misstatement arising from fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.
The Group’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatement may arise from frauds or error. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the
economic decisions of the users of the consolidated financial statements, they are considered material.
We have exercised our professional judgment and professional skepticism when performing the audit work in accordance with the auditing standards. We also performed the following tasks:
-
Identified and assessed the risks of material misstatement arising from fraud or error within the consolidated financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
-
Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
-
Concluded on the appropriateness of the management’s adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Group’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in the said statements within our audit report. If such disclosures are inadequate, we need 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 Group to cease to continue as a going concern.
-
Evaluated the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.
-
Obtained sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.
The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).
We also provided the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Group’s consolidated financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the auditors’ report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.
Deloitte & Touche CPA Chen, Pei-Te
CPA Chen, Chun-Hung
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1080321204
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 0990031652
March 13, 2026
PARPRO CORPORATION and Its Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NTD thousand
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December 31, 2025 December 31, 2024
Code Assets Amount % Amount %
Current assets
1100 Cash (Note 6) $ 1,118,038 22 $ 496,857 14
1172 Accounts receivable (Notes 9, 21 and 27) 929,817 19 663,060 19
1200 Other receivables (Note 27) 44,099 1 6,246 -
1220 Current income tax assets 371 - 5,469 -
130X Inventories (Note 10) 1,129,965 23 815,658 23
1410 Prepayments 75,097 1 57,519 2
1470 Other current assets 7,724 - - -
11XX Total current assets 3,305,111 66 2,044,809 58
Non-current assets
1517 Financial assets at fair value through other comprehensive income (Note
8) 3,487 - 29,982 1
1550 Investments using the equity method (Notes 5, 12 and 27) 529,709 11 553,995 16
1600 Property, plant and equipment (Note 13) 199,079 4 132,339 4
1755 Right-of-use assets (Note 14) 370,796 7 164,832 5
1805 Goodwill (Notes 5 and 15) 473,220 10 493,621 14
1821 Intangible assets (Note 15) 82,169 2 59,609 2
1840 Deferred tax assets (Note 23) 3,178 - 3,867 -
1990 Other non-current assets 21,315 - 15,538 -
15XX Total non-current assets 1,682,953 34 1,453,783 42
1XXX Total assets $ 4,988,064 100 $ 3,498,592 100
Code Liabilities and equity
Current liabilities
2100 Short-term borrowings (Note 16) $ 480,000 10 $ 260,000 8
2110 Short-term notes payable 49,958 1 49,868 1
2120 Financial liabilities at fair value through profit or loss (Note 7) 307 - 8,328 -
2170 Accounts payable 541,921 11 200,648 6
2219 Other payables (Notes 18 and 27) 172,869 3 108,222 3
2230 Current income tax liabilities 27,346 1 14,248 -
2250 Provisions - - 1,113 -
2280 Lease liabilities (Note 14) 58,111 1 45,764 1
2320 Long-term liabilities – current portion (Notes 16 and 17) 22,895 - 130,814 4
2399 Other current liabilities (Note 21) 75,748 2 5,311 -
21XX Total current liabilities 1,429,155 29 824,316 23
Non-current liabilities
2530 Corporate bonds payable (Note 17) 26,473 - 358,665 10
2540 Long-term borrowings (Note 16) 130,689 3 61,667 2
2570 Deferred tax liabilities (Note 23) 408 - 938 -
2580 Lease liabilities (Note 14) 336,405 7 129,357 4
25XX Total non-current liabilities 493,975 10 550,627 16
2XXX Total liabilities 1,923,130 39 1,374,943 39
Equity attributable to the owners of the Company (Note 20)
Share capital
3110 Ordinary share capital 1,232,111 25 984,888 28
3150 Share capital pending registration 1,788 - - -
3100 Total share capital 1,233,899 25 984,888 28
3200 Capital surplus 1,302,846 26 647,009 19
Retained earnings
3310 Legal reserve 150,047 3 149,746 4
3320 Special reserve - - 23,125 1
3350 Undistributed earnings 372,974 7 191,103 5
3300 Total retained earnings 523,021 10 363,974 10
3400 Other equity ( 5,408 ) - 106,649 3
31XX Total owners’ equity of the Company 3,054,358 61 2,102,520 60
36XX Non-controlling interest 10,576 - 21,129 1
3XXX Total equity 3,064,934 61 2,123,649 61
Total liabilities and equity $ 4,988,064 100 $ 3,498,592 100
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The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Wen-Chia
Managerial Officer: Yen, Tsung-Chien
Chief Accounting Officer: Wu, Hsiu-Pi
PARPRO CORPORATION and Its Subsidiaries
Consolidated Statement of Comprehensive Income
December 31, 2025 and 2024
Unit: In NTD thousand, except for earnings per share in NTD
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2025 2024
Code Amount % Amount %
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| Code |
2025 Amount |
% | 2024 Amount |
% | |||||
|---|---|---|---|---|---|---|---|---|---|
| 4100 | Operating revenue (Notes 21 and | ||||||||
| 27) | $ 3,605,070 | 100 | $ 3,573,442 | 100 | |||||
| 5110 | Operating costs (Notes 10, and | ||||||||
| 22) | 2,883,560 | 80 | 3,067,878 | 86 | |||||
| 5900 | Gross profit | 721,510 | 20 | 505,564 | 14 | ||||
| Operating expenses (Notes 9, 22, | |||||||||
| and 27) | |||||||||
| 6100 | Selling expense | 50,007 | 1 | 43,054 | 1 | ||||
| 6200 | Administrative expenses | 356,565 | 10 | 360,241 | 10 | ||||
| 6300 | Research and development | ||||||||
| expenses | 16,447 | 1 | - | - | |||||
| 6450 | Expected credit impairment | ||||||||
| loss (gain on reversal) | 6,498 | - | ( | 2,195) | - | ||||
| 6000 | Total operating | ||||||||
| expenses | 429,517 | 12 | 401,100 | 11 | |||||
| 6900 | Net operating profit | 291,993 | 8 | 104,464 | 3 | ||||
| Non-operating income and | |||||||||
| expenses (Notes 22 and 27) | |||||||||
| 7100 | Interest income | 7,335 | - | 1,124 | - | ||||
| 7010 | Other income | 5,694 | - | 5,058 | - | ||||
| 7020 | Other gains and losses | 3,903 | - | 10,921 | - | ||||
| 7050 | Financial costs | ( | 38,099 ) | ( | 1 ) | ( | 41,618 ) | ( | 1 ) |
| 7060 | Share of profit and loss of | ||||||||
| associates using the | |||||||||
| equity method | ( | 17,144) | - | ( | 33,843) | ( | 1) | ||
| 7000 | Total non-operating | ||||||||
| income and | |||||||||
| expenses | ( | 38,311) | ( | 1) | ( | 58,358) | ( | 2) | |
| 7900 | Net income before tax | 253,682 | 7 | 46,106 | 1 | ||||
| 7950 | Income tax expense (Note 23) | ( | 63,607) | ( | 2) | ( | 44,629) | ( | 1) |
| 8200 | Net income for 2025 | 190,075 | 5 | 1,477 | - |
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2025 2024
Code Amount % Amount %
Other comprehensive income
8310 Items not reclassified to
profit or loss:
8316 Unrealized gains or
losses on investment
in equity instruments
at fair value through
other comprehensive
income ( $ 26,495 ) ( 1 ) ( $ 188 ) -
8330 Share of other
comprehensive
income of associates
using the equity
method ( 1,138 ) - 5,999 -
8360 Items that may be
reclassified subsequently
to profit or loss:
8361 Exchange Differences
in Translating the
Financial Statements
of Foreign
Operations ( 83,159 ) ( 2 ) 126,618 4
8300 Other comprehensive
income after tax for
2025 ( 110,792 ) ( 3 ) 132,429 4
8500 Total comprehensive income for
2025 $ 79,283 2 $ 133,906 4
Net income (loss) attributable to:
8610 Owners of the Company $ 200,660 5 $ 1,514 -
8620 Non-controlling interest ( 10,585 ) - ( 37 ) -
8600 $ 190,075 5 $ 1,477 -
Total comprehensive income
attributable to:
8710 Owners of the Company $ 89,836 2 $ 133,926 4
8720 Non-controlling interest ( 10,553 ) - ( 20 ) -
8700 $ 79,283 2 $ 133,906 4
Earnings per share (Note 24)
9750 Basic $ 1.77 $ 0.02
9850 Diluted $ 1.57 $ 0.02
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Wen-Chia Managerial Officer: Chief Accounting Officer:
Yen, Tsung-Chien Wu, Hsiu-Pi
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PARPRO CORPORATION and Its Subsidiaries
Consolidated Statement of Changes in Equity
December 31, 2025 and 2024
Unit: NTD thousand
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Equity attributable to the owners of the Company
Other equity items
Exchange Unrealized gain
Share capital Retained earnings Differences in (loss) on financial
Translating the assets at fair value
Financial through other
Ordinary share Share capital Undistributed Statements of comprehensive Non-controlling
Code capital pending change Total Capital surplus Legal reserve Special reserve earnings Foreign Operations income Total interest Total equity
A1 Balance as at January 1, 2024 $ 983,789 $ - $ 983,789 $ 642,138 $ 141,737 $ 33,051 $ 225,535 ( $ 25,846 ) $ 2,721 $ 2,003,125 $ - $ 2,003,125
Earnings distribution for 2023
B1 Legal reserve provided - - - - 8,009 - ( 8,009 ) - - - - -
B17 Special reserve reversed - - - - - ( 9,926 ) 9,926 - - - - -
B5 Common stock cash dividends - - - - - - ( 39,352 ) - - ( 39,352 ) - ( 39,352 )
Total earnings distributed - - - - 8,009 ( 9,926 ) ( 37,435 ) - - ( 39,352 ) - ( 39,352 )
D1 Net income for 2024 - - - - - - 1,514 - - 1,514 ( 37 ) 1,477
D3 Other comprehensive income after tax for 2024 - - - - - - 1,821 126,616 3,975 132,412 17 132,429
D5 Total comprehensive income for 2024 - - - - - - 3,335 126,616 3,975 133,926 ( 20 ) 133,906
C7 Changes in associates using the equity method - - - 2,757 - - - - - 2,757 - 2,757
Q1 Disposal of financial assets at fair value
through other comprehensive income - - - - - - 817 - ( 817 ) - - -
I1 Convertible corporate bonds converted 1,099 - 1,099 2,114 - - - - - 3,213 - 3,213
M5 The difference between the price of acquiring
the shares of the subsidiary and the book
value - - - - - - ( 1,149 ) - - ( 1,149 ) 1,149 -
O1 Change in non-controlling interest - - - - - - - - - - 20,000 20,000
Z1 Balance as at December 31, 2024 984,888 - 984,888 647,009 149,746 23,125 191,103 100,770 5,879 2,102,520 21,129 2,123,649
Earnings distribution for 2024
B1 Legal reserve provided - - - - 301 - ( 301 ) - - - - -
B17 Special reserve reversed - - - - - ( 23,125 ) 23,125 - - - - -
B5 Common stock cash dividends - - - - - - ( 42,013 ) - - ( 42,013 ) - ( 42,013 )
Total earnings distributed - - - - 301 ( 23,125 ) ( 19,189 ) - - ( 42,013 ) - ( 42,013 )
D1 Net income (loss) for 2025 - - - - - - 200,660 - - 200,660 ( 10,585 ) 190,075
D3 Other comprehensive income after tax for 2025 - - - - - - 78 ( 83,191 ) ( 27,711 ) ( 110,824 ) 32 ( 110,792 )
D5 Total comprehensive income for 2025 - - - - - - 200,738 ( 83,191 ) ( 27,711 ) 89,836 ( 10,553 ) 79,283
C5 Components of convertible corporate bonds
issued by the Company recognize in equity - - - 46,090 - - - - - 46,090 - 46,090
C7 Changes in associates using the equity method - - - 3,284 - - ( 833 ) - - 2,451 - 2,451
I1 Convertible corporate bonds converted 247,223 1,788 249,011 606,463 - - - - - 855,474 - 855,474
Q1 Disposal of equity instruments measured at fair
value through other comprehensive income - - - - - - 1,155 - ( 1,155 ) - - -
Z1 Balance as at December 31, 2025 $ 1,232,111 $ 1,788 $ 1,233,899 $ 1,302,846 $ 150,047 $ - $ 372,974 $ 17,579 ( $ 22,987 ) $ 3,054,358 $ 10,576 $ 3,064,934
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The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Wen-Chia
Managerial Officer: Yen, Tsung-Chien
Chief Accounting Officer: Wu, Hsiu-Pi
PARPRO CORPORATION and Its Subsidiaries
Consolidated Statement of Cash Flows
December 31, 2025 and 2024
Unit: NTD thousand
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Code 2025 2024
----- End of picture text -----
| Code | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Net cash flow of operating activities | |||||||
| A10000 | Net income before tax | $ | 253,682 | $ | 46,106 | ||
| A20010 | Income and expenses | ||||||
| A20100 | Depreciation expense | 89,990 | 79,285 | ||||
| A20200 | Amortization expense | 11,448 | 11,677 | ||||
| A20300 | Expected credit impairment loss | ||||||
| (gain on reversal) | 6,498 | ( | 2,195 ) | ||||
| A20400 | Net (gain) loss on financial | ||||||
| instruments measured at fair | |||||||
| value through profit or loss | ( | 11,032 ) | 479 | ||||
| A20900 | Financial costs | 38,099 | 41,618 | ||||
| A21200 | Interest income | ( | 7,335 ) | ( | 1,124 ) | ||
| A22300 | Share of profit and loss of associates | ||||||
| using the equity method | 17,144 | 33,843 | |||||
| A22500 | Gain on disposal of property, plant | ||||||
| and equipment | ( | 1,281 ) | ( | 727 ) | |||
| A23200 | Gain on disposal of investments | ||||||
| accounted for using the equity | |||||||
| method | ( | 2,921 ) | - | ||||
| A23700 | Loss on inventory valuation loss and | ||||||
| obsolescence | 36,115 | 8,897 | |||||
| A23700 | Intangible assets impairment loss | 8,476 | - | ||||
| A24100 | Unrealized foreign exchange (gain) | ||||||
| loss | ( | 1,090 ) | 2,855 | ||||
| A29900 | Reversal of provisions | ( | 1,113 ) | - | |||
| A30000 | Net changes in operating assets and | ||||||
| liabilities | |||||||
| A31150 | Accounts receivable | ( | 298,317 ) | 34,197 | |||
| A31180 | Other receivables | ( | 38,339 ) | ( | 5,156 ) | ||
| A31200 | Inventory | ( | 375,795 ) | 450,016 | |||
| A31230 | Prepayments | ( | 20,340 ) | ( | 1,673 ) | ||
| A31240 | Other current assets | ( | 7,662 ) | - | |||
| A32150 | Accounts payable | 346,793 | ( | 129,219 ) | |||
| A32180 | Other payables | 72,484 | ( | 31,918 ) | |||
| A32230 | Other current liabilities | 69,992 | ( | 29,203) | |||
| A33000 | Cash inflow from operations | 185,496 | 507,758 | ||||
| A33100 | Interest received | 7,335 | 1,124 | ||||
| A33300 | Interest paid | ( | 32,570 ) | ( | 31,138 ) | ||
| A33500 | Income tax paid | ( | 43,934) | ( | 50,534) | ||
| AAAA | Net cash inflow from operating | ||||||
| activities | 116,327 | 427,210 |
(Continued from the next page)
28
(Continued from the previous page)
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Code 2025 2024
Net cash flow of investing activities
B00020 Disposal of financial assets at fair value
through other comprehensive income $ - $ 18,278
B01900 Proceeds from disposal of associates
-
accounted for using the equity method 14,506
B02700 Property, plant and equipment acquired ( 100,689 ) ( 21,966 )
B02800 Proceeds from disposal of property, plant
and equipment 2,421 803
B03700 Increase in guarantee deposits paid ( 6,245 ) -
B03800 Decrease in guarantee deposits paid - 3,294
B04500 Acquisition of intangible assets ( 44,755 ) -
B07600 Dividends from associates received - 3,990
BBBB Net cash inflows (outflows) from
investing activities ( 134,762 ) 4,399
Net cash flow of financing activities
C00200 Increase (decrease) in short-term
borrowings 220,000 ( 38,814 )
C00500 Increase in short-term notes payable - 20,000
C01200 Convertible corporate bonds issued 494,486 -
C01300 Convertible corporate bonds repaid - ( 40,400 )
C01600 Long-term borrowings 148,000 82,112
C01700 Long-term borrowings repaid ( 115,573 ) ( 104,666 )
C04020 Lease principal repaid ( 48,383 ) ( 43,635 )
C04500 Dividends paid to owners of the
Company ( 42,013 ) ( 39,352 )
C05800 Change in non-controlling interest - 20,000
CCCC Net cash inflows (outflows) from
financing activities 656,517 ( 144,755 )
DDDD Effect of exchange rate changes on cash ( 16,901 ) 14,451
EEEE Net increase in cash 621,181 301,305
E00100 Opening balance of cash 496,857 195,552
E00200 Ending balance of cash $ 1,118,038 $ 496,857
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The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Liao, Wen-Chia
Managerial Officer: Yen, Tsung-Chien
Chief Accounting Officer: Wu, Hsiu-Pi
29
(Appendix 4)
2025 Earning distribution statement
PARPRO CORPORATION
Earning distribution statement
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Unit: NT$
Opening Unappropriated Earnings 171,914,496
Investments accounted for using the equity method - defined
77,555
benefit plan remeasurement recognized in retained earnings
Disposal of equity instrument investments measured at fair
1,154,490
value through other comprehensive income (FVOCI)
Difference between the acquisition cost and book value of
(832,689)
subsidiary shares.
Adjusted Unappropriated Earnings 172,313,852
Net profit for the period 200,660,538
Legal surplus reserve (10%) (20,105,989)
Special surplus reserve (withdrawal) (5,407,994)
Distributable surplus for the current period 347,460,407
Assigned items:
Less: cash dividend (NT$ 0.5 /share) (61,855,871)
Unappropriated Earnings at the end of the period 285,604,536
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Note: The number of shares calculated for shareholder dividends is the actual number of 123,711,741 shares in circulation as of February 28, 2026.
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(Annex 1)
Articles of Incorporation
Chapter 1: General Principles
- Article 1: The Company is organized in accordance with the Company Act and is named PARPRO CORPORATION.
Article 2: The business of the company is as follows:
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CC01060 Wired communication machinery and equipment manufacturing industry
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CC01070 Wireless communication machinery and equipment manufacturing industry
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CC01080 Electronic component manufacturing industry
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F401010 International trade
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F113020 Wholesale of electrical appliances
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F213010 Retailing of electrical appliance
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F113070 Wholesale of telecommunication equipment
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F213060 Retailing of telecommunications equipment
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CC01101 Telecommunications control radio frequency equipment manufacturing industry
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Article 2-1: The Company’s total reinvestment amount shall not be subject to the restriction under Article 13 of the Company Act.
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Article 2-2: The Company may provide external guarantees as required for business operations, in accordance with its Procedures for Endorsements and Guarantees.
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Article 3: The head office of the Company is located in Taoyuan County. Branch offices may be established domestically or abroad upon resolution of the Board of Directors and approval by competent authorities when necessary.
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Article 4: Public announcements of the Company shall be made in accordance with the Company Act and relevant regulations.
Chapter 2: Shares
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Article 5: The authorized capital of the Company is NT$2,000,000,000, divided into 200,000,000 shares, all common shares with a par value of NT$10 each, to be issued in installments. Of these, 500,000 shares are reserved for stock option warrants.
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Article 6: All share certificates shall be registered, numbered, and signed or sealed by a director representing the Company, and certified by a bank authorized to certify share issuance. The Company may issue shares in scripless form and shall register them with a centralized securities depository.
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Article 7: Changes to the shareholders register shall be suspended within 60 days prior to a regular shareholders’ meeting and 30 days prior to a special shareholders’ meeting.
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Article 8: All share administration matters shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies issued by the competent authority.
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Chapter 3: Shares Shareholders' meeting
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Article 9: Shareholders’ meetings shall be either regular or special. Regular meetings shall be convened once a year within six months after the close of each fiscal year. Special meetings shall be convened when necessary.
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The Company may hold shareholders’ meetings via video conference or other methods announced by the competent authority.
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Article 10: A shareholder who is unable to attend a meeting may appoint a proxy by executing a proxy form issued by the Company specifying the scope of authorization, in accordance with applicable laws and regulations.
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Article 11: Each share is entitled to one vote, except where voting rights are restricted or excluded under Article 179 of the Company Act.
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Article 12: Unless otherwise provided by law, resolutions of shareholders’ meetings shall require the presence of shareholders representing more than half of the total issued shares and approval by a majority of the voting rights represented.
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Article 12-1: The chairman of the board shall preside over shareholders’ meetings convened by the board. In the chairman’s absence, a designated director or one elected by directors shall act as chair. For meetings convened by other authorized persons, the convener shall act as chair.
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Article 12-2: Minutes of shareholders’ meetings shall be prepared, signed or sealed by the chair, and distributed to shareholders within 20 days. Distribution may be made via public announcement.
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Article 12-3: Any proposal to terminate public offering status must be approved by a shareholders’ meeting.
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Chapter 4: Directors and Audit Committee
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Article 13: The Company shall have 3 to 7 directors with a three-year term. Directors shall be elected from candidates nominated under the candidate nomination system in accordance with the Company Act and may be re-elected.
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The Company may purchase liability insurance for directors within the scope of their duties. Among the directors, at least three shall be independent directors, subject to relevant regulatory requirements.
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Article 13-1: The Company shall establish an Audit Committee composed entirely of independent directors, in accordance with the Securities and Exchange Act, to perform the duties of supervisors
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Article 14: The Board of Directors shall elect a chairman from among its members with approval by a majority of directors present at a meeting attended by at least two-thirds of all directors. The chairman represents the Company externally.
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Article 14-1: Board meetings shall be convened with at least seven days’ notice, except in emergencies. Notice may be given in writing, by email, or by fax.
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Article 15: If the chairman is unable to perform duties, a substitute shall be appointed in accordance with the Company Act. Directors may appoint other directors as proxies to attend board meetings.
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Article 16: Directors may receive compensation regardless of profit or loss, as determined by the Board based on their contribution and industry standards.
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Chapter 5: Manager
Article 17: The Company may appoint managers. Their appointment, dismissal, and compensation shall be handled in accordance with the Company Act.
Chapter 6: Accounting
Article 18: At the end of each fiscal year, the Board shall prepare:
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(1) Business report
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(2) Financial statements
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(3) Proposal on profit distribution or loss compensation These shall be submitted to the Audit Committee 30 days before the annual shareholders’ meeting and then presented for approval.
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Article 19: If the Company earns profits, 1%–15% shall be allocated as employee compensation, with at least 0.1% allocated to grassroots employees. Up to 5% may be allocated as director compensation. Distribution may be in stock or cash and must be reported to the shareholders’ meeting.
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Article 19-1: The Company shall take into consideration its operating environment, stage of growth, future funding needs, and long-term financial planning, as well as shareholders’ demand for cash returns. Where there are profits at the close of a fiscal year, the Company shall first pay applicable taxes, offset accumulated losses, and then set aside 10% as a legal reserve, unless the legal reserve has already reached the total paid-in capital. The Company may also appropriate or reverse special reserves as required by business needs or regulations of the competent authority.
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The Board of Directors shall prepare a proposal for distribution based on the following principles and submit it to the shareholders’ meeting for approval prior to distribution:
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Shareholder Dividends:
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Dividends shall be determined based on the current year’s after-tax profits and accumulated undistributed earnings from prior years. In principle, the total dividends distributed shall not be less than 10% of the current year’s after-tax profits. Cash dividends shall not be less than 10% of the total dividends (cash plus stock dividends). However, if the cash dividend per share is less than NT$0.1, it may be distributed entirely in stock. The actual distribution ratio may be adjusted depending on the Company’s future profitability and financial condition.
If the Company has no profits, no dividends or bonuses shall be distributed.
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When the Company distributes earnings, legal reserves, or capital reserves in cash, the Board of Directors is authorized to resolve such distribution by a meeting attended by at least two-thirds of the directors and approved by a majority of the attending directors, and shall report the distribution to the shareholders’ meeting.
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Article 20: The Company may issue restricted stock to employees, grant employee stock option certificates, allow employees to subscribe to new shares, and transfer repurchased shares to employees. Such eligible recipients may include employees of affiliated or subsidiary companies who meet the conditions set by the Board of Directors.
Chapter 7: Supplementary Provisions
Article 21: Matters not specified herein shall be governed by the Company Act and relevant laws.
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Article 21-1: Organizational rules and operational procedures shall be established by the Board. Article 22: This constitution was established on December 20, 2001.
First revised on August 15, 2002
The second revision was on February 27, 2003
The third revision was on July 2, 2003
The fourth revision was made on September 25, 2003
The fifth revision was on September 30, 2004 The sixth revision was on August 9, 2006 The seventh revision was on August 25, 2006
The eighth revision was made on September 30, 2008 The ninth revision was made on June 30, 2009 The tenth revision was made on August 31, 2009 The eleventh revision was made on May 26, 2010 The twelfth revision was made on June 28, 2011 The thirteenth revision was made on May 30, 2012 The fourteenth revision was made on April 18, 2013 The fifteenth revision was made on May 30, 2014 The sixteenth revision was made on May 27, 2016 The seventeenth revision was made on May 31, 2019 The eighteenth revision was made on May 28, 2020 The nineteenth revision was made on May 31, 2022 The tenth revision was made on May 30, 2023
PARPRO CORPORATION
Chairman: Liao Wenjia
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(Annex 2)
PARPRO CORPORATION Rules for Procedure for Shareholders' Meetings
Article 1: Purpose and Legal Basis
In order to establish a good shareholder governance system, improve the supervisory function, and strengthen the management function of the company, this rule is formulated in accordance with Article 5 of the Code of Practice for Governance of Listed OTC Companies for compliance.
Article 2: Scope of Application
The rules of procedure for the company's shareholders' meeting shall be in accordance with the provisions of these rules, unless otherwise stipulated by laws or the articles of incorporation.
Article 3: Shareholders' meeting convening and meeting notice
The shareholders' meeting of the company shall be convened by the board of directors unless otherwise provided by laws and regulations.
Changes in the method of convening the shareholders' meeting of the company shall be resolved by the board of directors, and shall be implemented no later than the dispatch of the notice of the shareholders' meeting.
Thirty days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting, the company shall submit the notice of the shareholders' meeting, the paper of the power of attorney, the reasons and explanatory materials for various proposals such as acknowledgment, discussion, election or dismissal of directors, etc. Make an electronic file and send it to the Public Information Observatory. And 21 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting, the shareholders' meeting manual and supplementary materials for the meeting will be prepared and sent to the public information observation station as electronic files. However, the company's paid-in capital amounted to NT$10 billion or more at the end of the most recent fiscal year, or the company held a general meeting of shareholders in the most recent fiscal year, and the total shareholding ratio of foreign capital and mainland capital listed in the register of shareholders reached 30% or more , the transmission of the pre-opened electronic file shall be completed 30 days before the regular meeting of shareholders . Fifteen days before the shareholders' meeting, prepare the manual of the shareholders' meeting and supplementary materials for the meeting for shareholders to request at any time, and display them in the company and the professional stock affairs agency appointed by the company. On the day of the general meeting of shareholders, the Company shall provide shareholders with reference to the procedural manual and meeting supplementary materials mentioned in the preceding paragraph in the following manner:
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When a physical shareholders' meeting is held, it shall be issued on the spot of the shareholders' meeting.
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When convening a video-assisted shareholders' meeting, it shall be distributed at the site of the shareholders' meeting and sent to the video conference platform as an electronic file.
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When convening a video conference, the electronic file shall be sent to the video conference platform.
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The notification and announcement shall specify the reason for the convening; the notification may be done electronically if the counterparty agrees.
Appointment or dismissal of directors, change of articles of association, capital reduction, application for cessation of public offering, directors' non-competition permit, capital increase from surplus, capital increase from public reserve , company dissolution, merger, division, or subparagraphs 1 of Article 185 of the Company Law, Article 26-1, Article 43-6 of the Securities and Exchange Law , Issuer’s Handling Guidelines for Offering and Issuing Securities Article 56-1 and Article 60-2 shall be listed in the reason for the call And explain its main content , which cannot be proposed as an interim motion;its main content may be placed on the website designated by the securities regulatory authority or the company, and its website address shall be stated in the notice . The reason for the convening of the shareholders' meeting has stated the overall reelection of directors and the date of their inauguration. After the re-election of the shareholders' meeting is completed, the same meeting shall not change the date of their inauguration by temporary motion or other means.
Shareholders who hold more than 1% of the total number of issued shares may submit to the company a resolution for the general meeting of shareholders, and no more than one proposal shall be included in the proposal. However, if a shareholder's proposal is a suggestion to urge the company to promote public interests or fulfill social responsibilities, the board of directors may still include it in the proposal. In addition, if a proposal proposed by a shareholder falls under any of the circumstances in Item 4 of Article 172-1 of the Company Law, the board of directors may not include it as a proposal.
Announce the acceptance of shareholders' proposals , written or electronic acceptance method , acceptance location, and acceptance period before the stockholders' general meeting closes; the acceptance period shall not be less than ten days .
Proposals proposed by shareholders are limited to 300 words, and those exceeding 300 words will not be included in the proposal; the proposing shareholder should attend the general meeting of shareholders in person or entrust others to participate in the discussion of the proposal.
The company shall notify the proposing shareholders of the results of the handling before the notice date for the convening of the shareholders' meeting, and list the proposals that meet the provisions of this article in the meeting notice. For shareholder proposals that are not included in the proposal, the board of directors shall explain the reasons for not including them at the shareholders' meeting.
Article 4: Entrusted to attend the shareholders' meeting and authorize
Shareholders may, at each shareholders' meeting, issue a power of attorney issued by the company, specifying the scope of authorization, and entrust a proxy to attend the shareholders' meeting.
A shareholder shall issue a power of attorney, limited to one person, and shall deliver it to the company five days before the shareholders' meeting. If there are duplicate powers of attorney, the one delivered first shall prevail. However, this does not apply to those entrusted before the declaration is revoked.
After the power of attorney is delivered to the company, if the shareholder wishes to attend
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the shareholders' meeting in person or exercise voting rights in writing or electronically, he or she shall notify the company in writing of the cancellation of the proxy no later than two days before the shareholders' meeting; The voting rights performed by the authorized proxy shall prevail.
After the power of attorney is delivered to the company, shareholders wishing to attend the shareholders' meeting by videoconference shall notify the company in writing of the cancellation of the proxy two days before the shareholders' meeting;
Article 5: Principles for the location and time of the shareholders meeting
The place where the shareholders' meeting is held shall be the location of the company or a place that is convenient for shareholders to attend and is suitable for holding the shareholders' meeting. The starting time of the meeting shall not be earlier than 9:00 am or later than 3:00 pm. Opinions of independent directors.
The company holds a video-conference shareholders meeting , it is not subject to the restriction on the venue of the preceding paragraph.
The Company shall specify in the notice of the meeting the time and place of registration of the accepting shareholders, solicitors, and authorized agents (hereinafter referred to as “shareholders”) , and other matters to be noted.
The time for accepting shareholder registration in the preceding paragraph shall be handled at least 30 minutes before the meeting starts; the registration office shall be clearly marked, and adequate and competent personnel shall be assigned to handle it; the shareholders meeting video meeting shall be held 30 minutes before the meeting starts at the shareholders meeting The meeting platform accepts registration, and shareholders who complete the registration are deemed to have attended the shareholders' meeting in person.
Shareholders should present their attendance certificates, attendance cards or other attendance certificates to attend the shareholders' meeting. The company shall not arbitrarily add other certificates to the certificates that shareholders rely on for attendance ; the solicitor who is a solicitation letter of attorney shall bring his or her identity certificate , for verification.
Article 6: Preparation of signature book and other documents
The company shall set up a signature book for the attendance of shareholders to sign in, or the attendance card shall be submitted by the attending shareholder to sign in. The company shall deliver the meeting manual, annual report, attendance certificate, speech slips, votes and other meeting materials to the shareholders attending the shareholders' meeting; if there are directors to be elected, the ballots shall be attached.
When the government or legal person is the shareholder, the representative attending the shareholders meeting is not limited to one person. When a legal person is entrusted to attend a shareholders' meeting, it may only designate one representative to attend.
If the shareholders meeting is convened by videoconference , shareholders who wish to attend by videoconference shall register with the company two days before the shareholders meeting.
If the shareholders' meeting is held by video conference , the company shall upload the
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procedure manual, annual report and other relevant materials to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting, and continue to disclose them until the end of the meeting.
- Article 6-1 Convene the shareholders meeting via video conference , and the matters to be included in the convening notice
The company holds a shareholders meeting via videoconference, the following items shall be specified in the shareholders meeting convening notice:
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Shareholders participate in the video conference and exercise their rights.
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The method of dealing with obstacles caused by natural disasters, accidents or other force majeure events to the video conferencing platform or to participate in the form of video, at least including the following items:
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A. The time when the meeting must be postponed or resumed due to the occurrence of previous obstacles that cannot be ruled out, and the date when the meeting must be postponed or continued.
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B. Who have not registered to participate in the original shareholders' meeting via video conference shall not participate in the adjourned or continued meeting .
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C. Assisted shareholders’ meeting is convened , if the video conference cannot be continued, after deducting the number of shares attending the shareholders’ meeting via video conference , the total number of shares attended reaches the statutory quota for the shareholders’ meeting, and the shareholders’ meeting shall continue. The number of shares attended shall be included in the total number of shareholders' shares present, and all resolutions at the shareholders' meeting shall be regarded as abstention.
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D. How to deal with the situation where all the motions have been announced and no provisional motions have been made.
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When convening a video-conference shareholders meeting, it shall specify appropriate alternative measures for shareholders who have difficulty participating in videoconferencing.
Article 7: The Chairman of the Shareholders' Meeting and Attendees
- If the shareholders' meeting is convened by the board of directors, the chairman shall be the chairman. If the chairman is on leave or unable to exercise his powers for some reason, he shall designate a director to act as his representative.
The chairman of the preceding paragraph shall be represented by a director who has served for more than six months and who understands the company's financial and business conditions. The same applies if the chairman is the representative of the corporate director. of the board of directors should preside over the shareholders’ meeting convened by the board of directors in person, and more than half of the board of directors and at least one member of various functional committees should attend the meeting , and the attendance status should be recorded in the minutes of the shareholders’ meeting .
If the shareholders' meeting is convened by a person with the right to convene other than the board of directors, the person with the right to convene shall act as the chairman. The company may appoint lawyers, accountants or related personnel to attend the shareholders' meeting.
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Article 8: Evidence of recording or video recording of the shareholder meeting
The company shall record and record the shareholder registration process, the meeting process, and the vote counting process continuously and uninterruptedly from the time the shareholder registration process is accepted.
The audio-visual materials mentioned in the preceding paragraph shall be kept for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, it shall be preserved until the lawsuit is concluded.
If the shareholders' meeting is held by video conference , the company shall keep records of shareholders' registration, registration , registration, questioning, voting , and company vote counting results, etc., and record and video the entire process of the video conference continuously .
The company shall properly keep the materials and audio and video recordings in the preceding paragraph during the period of existence, and provide the audio and video recordings to the person entrusted to handle the video conferencing affairs for storage. If the shareholders' meeting is held by video conference , the company should make audio and video recordings of the background operation interface of the video conference platform .
Article 9: Calculation and meeting of shareholders meeting
Attendance at the shareholders' meeting shall be calculated on the basis of shares. The number of shares attended is calculated based on the number of shares registered on the signature book or attendance card and video conferencing platform , plus the number of shares that exercise voting rights in written or electronic means. When the meeting time has expired, the chairman shall announce the opening of the meeting immediately. However, if shareholders representing more than half of the total issued shares are not present, the chairman may announce the postponement of the meeting. The number of postponements shall be limited to two times, and the total delay shall not exceed one Hour. If there are still not enough shareholders representing more than one-third of the total issued shares to attend after two delays, the chairman will announce the adjournment ; if the shareholders’ meeting is held by video conference , the company shall also announce the adjournment on the shareholders’ meeting video conference platform.
If the preceding paragraph is postponed twice and the amount is still insufficient and there are shareholders representing more than one-third of the total issued shares present, a false resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the false resolution shall be notified to all parties. Shareholders shall convene a shareholders' meeting again within one month ; if the shareholders' meeting is convened by videoconference , shareholders who wish to attend by videoconference shall re-register with the company in accordance with Article 6. Before the end of the current meeting, if the number of shares represented by the attending shareholders reaches more than half of the total number of issued shares, the chairman may resubmit the false resolution made to the shareholders' meeting for voting in accordance with Article 174 of the Company Law.
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Article 10: Proposal Discussion
If the shareholders meeting is convened by the board of directors, the agenda shall be set by the board of directors . Relevant proposals (including interim motions and amendments to original proposals) shall be voted on case by case. The meeting shall be conducted in accordance with the scheduled agenda, and shall not be changed without a resolution of the shareholders meeting. .
If the shareholders' meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding paragraph shall apply mutatis mutandis.
Before the end of the agenda (including temporary motions) scheduled in the first two items, the chairman shall not announce the adjournment of the meeting without a resolution; if the chairman violates the rules of procedure and announces the adjournment of the meeting, other members of the board of directors shall promptly assist the attending shareholders in accordance with legal procedures to More than half of the voting rights of the present shareholders agree to elect one person as the chairman to continue the meeting.
The chairman shall give full explanations and opportunities for discussion on proposals and amendments or extraordinary motions proposed by shareholders. When he thinks that the proposals have reached the level that can be voted on, he may announce the suspension of discussions, put them up for voting, and arrange adequate voting time .
Article 11: Speeches by Shareholders
Before presenting a shareholder's speech, a statement must be filled out to specify the gist of the speech, shareholder account number (or attendance card number) and account name, and the order of speeches will be determined by the chairman.
Shareholders attending the meeting who only put forward speech slips but did not make a speech shall be deemed as having not made a speech. If the content of the speech is inconsistent with the record of the speech, the content of the speech shall prevail.
Each shareholder's speech on the same proposal shall not exceed two times without the consent of the chairman, and each time shall not exceed five minutes. However, if a shareholder's speech violates the regulations or exceeds the scope of the topic, the chairman may stop the speech.
When a shareholder present speaks, other shareholders are not allowed to interfere with the speech unless the chairman and the shareholder who speaks agree, and the chairman should stop the violation.
When a legal person shareholder appoints two or more representatives to attend the shareholders' meeting, only one person may speak on the same proposal.
After attending shareholders' speeches, the chairman may reply in person or by designating relevant personnel.
If the shareholders meeting is convened by video conference , shareholders who participate in the video conference may ask questions in text on the shareholders meeting video conference platform after the chairman announces the meeting and before the meeting is closed. The number of questions for each proposal shall not exceed two times. The limit is 200 characters, and the provisions of items 1 to 5 do not apply.
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If the question in the preceding paragraph does not violate the regulations or exceed the scope of the proposal, it is advisable to disclose the question on the video conferencing platform of the shareholders meeting for public awareness.
- Article 12: Calculation of voting shares and avoidance system
Voting at the shareholders' meeting shall be based on shares.
The number of shares of non-voting shareholders shall not be included in the total number of issued shares for the resolutions of the shareholders' meeting.
Shareholders who have their own interests in matters at the meeting that may harm the interests of the company may not participate in voting, and may not exercise their voting rights on behalf of other shareholders.
The number of shares for which voting cannot be exercised in the preceding paragraph shall not be included in the number of voting rights of shareholders present.
Except for a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is entrusted by two or more shareholders at the same time, the voting rights of the agent shall not exceed 3% of the total number of issued shares. Not counted.
Article 13: Proposal voting, scrutiny and counting methods
Shareholders have one voting right per share; however, this restriction does not apply to those who are restricted or have no voting rights as listed in Article 179, Item 2 of the Company Law.
When the company convenes a general meeting of shareholders, it shall exercise its voting rights electronically and may exercise its voting rights in written form; when exercising its voting rights in written or electronic form, the method of exercise shall be specified in the shareholders' meeting convening notice. Shareholders who exercise their voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person. However, the interim motions and amendments to the original proposals at the shareholders' meeting are deemed as abstentions , so the company should avoid proposing interim motions and amendments to the original proposals.
For those who exercise their voting rights in writing or electronically in the preceding paragraph, their declaration of intent shall be delivered to the company two days before the shareholders' meeting. However, this does not apply to those who express their intention before the declaration is revoked.
After shareholders exercise their voting rights in writing or electronically, if they wish to attend the shareholders' meeting in person or by videoconference, they shall revoke the declaration of intention to exercise voting rights in the preceding paragraph in the same way as exercising voting rights two days before the shareholders' meeting ; Voting rights exercised in writing or electronically shall prevail. If voting rights are exercised in written or electronic means and a proxy is authorized to attend the shareholders' meeting with a power of attorney, the voting rights performed by the proxy shall prevail.
Unless otherwise provided for by the Company Law and the Articles of Association of the company, voting on proposals shall be passed with the consent of more than half of the
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voting rights of the shareholders present. When voting, the chairman or the person designated by him shall announce the total number of voting rights of the attending shareholders on a case-by-case basis, and the shareholders shall vote on a case-by-case basis, and on the day after the shareholders' meeting, the shareholders' approval, objection and abstention results shall be entered into the Public Information Observatory.
When there is an amendment or alternative to the same proposal, the chairman shall determine the order of voting with the original proposal. If one of the proposals has been passed, the other proposals shall be deemed to be rejected, and there is no need to vote again.
The scrutiny and counting personnel for voting on proposals shall be designated by the chairman, but the scrutiny personnel shall have the status of shareholders.
The counting of votes or election proposals at the shareholders' meeting shall be done in a public place at the shareholders' meeting, and after the counting of votes is completed, the voting results shall be announced on the spot, including the counting weights, and shall be recorded .
The company holds a video meeting of the shareholders meeting. Shareholders who participate in the video conference shall vote on various proposals and election proposals through the video conference platform after the chairman announces the opening of the meeting. deemed a waiver.
If the shareholders' meeting is convened by videoconference , after the chairman announces that the voting is over , the votes shall be counted at one time , and the voting and election results shall be announced .
When the company holds a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting via videoconference in accordance with the provisions of Article 6, and wish to attend the physical shareholders' meeting in person, shall cancel the registration in the same manner as the registration two days before the shareholders' meeting; Those who cancel after the deadline can only attend the shareholders' meeting via video conference.
Those who exercise voting rights in writing or electronically without revoking their declaration of intention and participate in the shareholders' meeting by videoconference shall not exercise voting rights on the original proposals, propose amendments to the original proposals, or exercise voting rights on amendments to the original proposals, except for ad hoc motions.
Article 14: Election Matters
When the shareholders' meeting elects directors, it shall follow the director election procedures stipulated by the company, and shall announce the election results on the spot, including the list of elected directors and their voting rights.
The ballots for the elections mentioned in the preceding paragraph shall be sealed and signed by the scrutineers, and shall be kept in a safe place for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, it shall be preserved until the lawsuit is concluded.
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Article 15: Meeting Minutes and Signatures
Minutes of the resolutions of the shareholders' meeting shall be prepared and signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of the meeting minutes may be done electronically.
The distribution of the minutes of the proceedings referred to in the preceding paragraph may be done in the form of an announcement.
The minutes of the meeting shall accurately record the year, month, day, place, name of the chairman, method of resolution, essentials of the proceedings and voting results ( including the weight of statistics) of the meeting . When there is an election of directors, the votes of each candidate shall be disclosed. Weights. During the existence of the company, it shall be permanently preserved.
Meeting is convened by videoconference , in addition to the matters that shall be recorded in accordance with the provisions of the preceding paragraph, the minutes shall also record the start and end time of the shareholders meeting, the method of convening the meeting, the name of the chairman and the minutes, and records of events caused by natural disasters , accidents or other force majeure . The handling method and handling situation when there is an obstacle to the video conferencing platform or participation in the form of video. The Company shall hold a video-conference shareholders meeting, in addition to following the provisions of the preceding paragraph, and shall state in the minutes of the meeting that there are alternative measures provided by shareholders who have difficulties participating in video-conferencing.
Article 16: Public Announcement
The number of shares acquired by the solicitor , the number of shares represented by the entrusted agent, and the number of shares attended by shareholders in written or electronic form, the company shall, on the day of the shareholders' meeting, compile a statistical table in accordance with the prescribed format, and make it clear at the shareholders' meeting If the shareholders meeting is held by video conference , the company shall upload the aforementioned information to the shareholders meeting video conference platform at least 30 minutes before the start of the meeting, and continue to disclose it until the end of the meeting .
The company holds a video conference of the shareholders' meeting and announces the meeting, the total number of shareholders' shares present shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights of shareholders present are counted separately during the meeting .
For the resolutions of the shareholders' meeting, if there is any major information required by the laws and regulations of the Taiwan Stock Exchange Co., Ltd. .
Article 17: Maintenance of order in the venue
Personnel handling the shareholders' meeting shall wear identification badges or armbands. The chairman may direct pickets or security personnel to assist in maintaining order at the venue. When pickets or security personnel are present to help maintain order, they should
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wear armbands or identification cards with the words "Pickets".
If the venue is equipped with sound amplification equipment, the chairman may stop the shareholders from speaking through the equipment provided by the company. Shareholders who violate the rules of procedure and refuse to obey the chairman's correction, obstruct the progress of the meeting and refuse to comply, may be ordered by the chairman to ask the pickets or security personnel to leave the meeting place.
Article 18: Rest and continued assembly
When the meeting is in progress, the chairman may announce a break at a discretionary time. In the event of an irresistible event, the chairman may rule to temporarily suspend the meeting and announce the time for the continuation of the meeting as appropriate. Before the conclusion of the agenda scheduled by the shareholders' meeting (including extraordinary motions), the venue for the meeting cannot continue to be used at that time, and the shareholders' meeting may resolve to find another venue to continue the meeting. The shareholders' meeting may, in accordance with Article 182 of the Company Law, resolve to postpone or continue the meeting within five days.
Article 19: Information disclosure of video conferencing
If the shareholders' meeting is held by video conference , the company shall immediately disclose the voting results of various proposals and election results on the shareholders' meeting video conference platform in accordance with regulations after the voting ends , and shall continue to disclose at least 15 minutes after the chairman announces the adjournment of the meeting. minutes .
Article 19: The location of the chairman of the videoconference shareholder meeting and the recording personnel
The company holds a video-conference shareholders meeting, the chairman and recorder shall be at the same place in China , and the chairman shall announce the address of the place when the meeting is held .
Article 21: Handling of Suspension of Judgment
Shareholders ' meeting is held by video conference , the company may provide shareholders with a simple connection test before the meeting, and provide relevant services immediately before the meeting and during the meeting to assist in dealing with technical problems in communication.
Shareholders ' meeting is convened by videoconference , the chairman shall, when announcing the opening of the meeting, separately announce that there is no need to postpone or continue the meeting except for the circumstances specified in Item 24, Article 44 of the Standards for the Handling of Stock Affairs of Public Offering Companies. Before the adjournment of the meeting, due to natural disasters , accidents or other force majeure, if the video conferencing platform or participation in video conferencing is obstructed and lasts for more than 30 minutes , the date of the meeting shall be postponed or continued within five days , and the company law does not apply. Article 182 .
Shareholders who have not registered to participate in the original shareholders' meeting
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via video conference shall not participate in the postponed or continued meeting in the event of the occurrence of the preceding paragraph.
The meeting shall be postponed or resumed according to the provisions of Paragraph 2. Shareholders who have registered to participate in the original shareholders' meeting and completed the registration through video conference, and those who have not participated in the postponed or continued meeting, the number of shares attended at the original shareholders' meeting, the voting rights exercised and Voting rights shall be included in the total number of shares, voting rights and voting rights of shareholders present at the postponed or resumed meeting.
When adjourning or adjourning a general meeting of shareholders in accordance with the provisions of Paragraph 2, no re-discussion and resolution is required for proposals that have completed voting and counting, and announced the voting results or lists of directors and supervisors .
When the company convenes a video-assisted shareholders' meeting, and the video conference cannot be continued under Paragraph 2, if the total number of shares present after deducting the number of shares attending the shareholders' meeting by videoconference still reaches the statutory quota for the shareholders' meeting, the shareholders' meeting shall continue There is no need to postpone or continue the meeting in accordance with the provisions of the second paragraph.
In the event that the meeting should continue as mentioned in the preceding paragraph, the shareholders who participate in the shareholders meeting via video conference shall count the number of shares present in the total number of shares of the shareholders present, but shall be deemed as abstaining from voting on all the resolutions of the shareholders meeting. When the company postpones or continues the meeting in accordance with the provisions of the second paragraph, it shall follow the provisions listed in Article 44-27 of the Standards for the Handling of Share Affairs of Public Offering Companies , and handle relevant matters in accordance with the original date of the shareholders' meeting and the provisions of each article. Preliminary work .
second paragraph of Article 12 and Item 3 of Article 13 of the Rules for the Use of Power of Attorneys for Attending Shareholders' Meetings by Public Offering Companies, the Second Item of Article 44-5 , and Article 44-10 of the Guidelines for the Handling of Stock Affairs of Public Offering Companies 5. During the period specified in Paragraph 1 of Article 44-17 , the company shall postpone or continue the date of the shareholder meeting in accordance with the provisions of Paragraph 2 .
Article 22: Handling of digital gaps
When the company holds a video-conference shareholders meeting, it shall provide appropriate alternative measures for shareholders who have difficulties in attending via video-conferencing .
Article 23 : Supplementary Provisions
These rules shall be implemented after the resolution of the board of directors of the company and the approval of the shareholders' meeting, and the same shall be true for amendments.
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Article 24 : This operating procedure is established in June 30, 2009
The first revision was on July 16, 2010. The second revision was on June 28, 2011. The third revision was on May 30, 2012. The fourth revision was on April 18, 2013. The fifth revision was on June 3, 2015. The sixth revision was on May 28, 2020. The seventh revision was on May 31, 2022. The eighth revision was on May 30, 2023.
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(Annex 3)
PARPRO CORPORATION Shareholding of directors
The status of the number of shares held by individual and all directors recorded in the shareholder register as of the closing date of the shareholders meeting (March 31, 2026) is as follows:
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Base date: March 31, 2026
Number of shares
Title Name Shareholding ratio
held
Chairman Liao Wenjia 7,971,942 6.44%
Jieshi Investment Co., Ltd.
Director 5,830,415 4.71%
Representative: Yu Shaoyin
Director Zeng Xueqing 0 0%
Director Wu Hsiupi 109,765 0.09
Independent director Shen Zhenlin 0 0%
Independent director Zhang Naiwen 0 0%
Independent director Feng Zhiqing 0 0%
Total directors 13,912,122 11.24%
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Note:
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As of March 31, 2025, the closing date of the general meeting of shareholders, the company has issued 123,714,073 shares. According to the "Public offering company directors, supervisors and supervisors shareholding ratio and inspection implementation rules", the statutory minimum shareholding of all directors is 8,000,000 shares.
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As of March 31, 2026, the number of shares held by all non-independent directors was 13,912,122 shares.
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The company has an audit committee, so there is no statutory number of shares held by supervisors.
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(Annex 4)
PARPRO CORPORATION Description of other matters
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According to Article 172-1 of the Company Law, shareholders who hold more than 1% of the total number of issued shares may submit to the company a writing proposal application for general meeting of shareholders, but only one proposal, and the proposed proposal must be less than 300 words.
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The company accepts shareholders' proposal applications for shareholders' general meeting this year, and the period is from March 19, 2026 to March 30, 2026. The Company has not received any shareholder proposals.
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