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PHIHONG — AGM Information 2026
May 21, 2026
52096_rns_2026-05-21_545b5704-702f-47ef-a002-9aca928058b8.pdf
AGM Information
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Contents
One. Call the Meeting to Order ... 1
Two. Meeting Agenda Phihong Technology Co., Ltd. ... 2
Report ... 4
Ratification ... 5
Election ... 6
Other Matter ... 7
Extempore Motion ... 7
Three. Attachments ... 8
【Attachment 1】 Business Report ... 9
【Attachment 2】 Audit Committee’s Review Report ... 14
【Attachment 3】 2025 Individual Auditor’s Report and Consolidated Financial Statements ... 15
【Attachment 4】 2025 Individual Auditor’s Report and Parent Company Only Financial Statements ... 26
【Attachment 5】 Table of Earning Distribution for 2025 ... 36
【Attachment 6】 List of Director Candidates ... 37
【Attachment 7】 List of Directors Subject to Non-Compete Waiver ... 39
Four. Appendices ... 40
【Appendix 1】 Articles of Incorporation ... 41
【Appendix 2】 Rules of Procedure for Shareholders’ Meeting ... 46
【Appendix 3】 Regulations for Elections of Directors ... 51
【Appendix 4】 Shareholdings of All Directors ... 52
1
One. Call the Meeting to Order
2
Two. Meeting Agenda
Phihong Technology Co., Ltd.
Meeting Agenda for the 2026 Annual Shareholders' Meeting
Convening method: Physical shareholders' meeting.
Time: 09:00 a.m. on June 11, 2026 (Thursday).
Venue: Fullon Hotel Taoyuan Airport Access MRT A8
(3F, No. 2, Fuxing 1st Road, Guishan District, Taoyuan City).
I. Chairperson’s Statement
II. Report
(I) 2025 Business Report.
(II) Audit Committee's Review of the 2025 Financial Statements and Reports.
(III) Report on the Execution Status of Share Repurchase.
III. Ratification
(I) 2025 Financial Statements.
(II) Proposal for the earnings distribution for 2025.
IV. Election
(I) Proposal for the re-election of all directors.
V. Other Matter
(I) Proposal for lifting the non-compete restriction for newly appointed directors.
VI. Extempore Motion
VII. Adjournment
3
Report
I. The 2025 Business Report.
Description: For the 2025 Business Report, please refer to Attachment 1 on page 9 to 13 of the Handbook.
II. Audit Committee's Review of the 2025 Financial Statements and Reports.
Description: For the 2025 Audit Committee’s Review Report, please refer to Attachment 2 on page 14 of the Handbook
III. Report on the Execution Status of Share Repurchase.
Description: On April 10, 2025, the Board of Directors resolved to repurchase the Company's shares in accordance with applicable laws to maintain corporate credibility and protect shareholders' interests. The actual results of the share repurchase are as follows:
| Planned | Actual | |
|---|---|---|
| Number of Shares Repurchased | 6,600 thousand shares | 6,436 thousand shares |
| Repurchase Period | April 11, 2025 | |
| to June 10, 2025 | April 22, 2025 | |
| to June 3, 2025 | ||
| Repurchase Price Range (Average Price) (NT$) | NT$ 14.5~NT$ 45.0 | NT$ 24.66 |
| Total Repurchase Amount (NT$) | Up to NT$ 297,000,000 | NT$ 158,704,831 |
| Date of Share Cancellation | October 31, 2025 | |
| Number of Shares Canceled | 6,436 thousand shares | |
| Number of Shares Not Yet Canceled | 0 shares |
Ratification
I. Subject: The 2025 Financial Statements are submitted for ratification. (Proposed by the Board)
Description:
(I) The 2025 Business Report and Financial Statements were approved by the Board on March 12, 2026, and the financial statements were audited by CPAs Chang, Chih-I and Hong, Kuo-Tien from Deloitte & Touche.
(II) The Audit Committee has reviewed the Financial Statements and Reports and has issued a review report.
(III) Attachments:
- 2025 Business Report (please refer to Attachment 1 on pages 9 to 13 of the Handbook).
- 2025 Consolidated Financial Statements and Parent Company Only Financial Statements (please refer to Attachments 3 and 4 on pages 15 to 35 of the Handbook).
Resolution:
II. Subject: The proposal for the earnings distribution for 2025 is submitted for ratification. (Proposed by the Board)
Description:
(I) The net loss for 2025 was NT$634,668,111. The accumulated retained earnings at the beginning of the period were NT$514,748,104. After adding a remeasurement of the defined benefit plan of NT$997,834, the accumulated deficit to be offset at the end of the year was NT$118,922,173, and the legal reserve amounted to NT$353,185,871. The Company proposes to offset the deficit using the legal reserve. After this offset, the legal reserve will be NT$234,263,698, and the accumulated deficit to be offset will be NT$0.
(II) In accordance with Article 21-1 of the Articles of Incorporation, the distributable earnings for 2025 amount to NT$0, which is less than 15% of the paid-in capital; therefore, it is proposed not to distribute earnings.
(III) The "Table of Earnings Distribution for 2025" is attached. (Please refer to Attachment 5 on page 36 of the Handbook).
Resolution:
6
Election
I. Subject: Proposal for the re-election of all directors is submitted for election. (Proposed by the Board)
Description:
(I) The Board of Directors (including independent directors) will expire on June 8, 2026. In accordance with Article 13 of the Company's Articles of Incorporation, the Company has 9 to 11 Directors; and in accordance with Article 13-1, there shall be at least 3 independent directors.
(II) The current board election adopts a candidate nomination system. The list of director candidates has been approved by a resolution of the Company’s Board of Directors, and shareholders shall elect directors from this list. (Please refer to Attachment 6 on pages 37 to 38 of the Handbook).
(III) Upon election, the 9 newly appointed directors (including 4 independent directors) shall serve a three-year term from June 11, 2026, to June 10, 2029.
(IV) Regulations for Elections of Directors (please refer to Appendix 3 on page 51 of the Handbook).
Election result:
7
Other Matter
I. Subject: Proposal for lifting the non-compete restriction for newly appointed directors is submitted for ratification. (Proposed by the Board)
Description:
(I) In accordance with Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company's business shall explain to the meeting of shareholders the essential contents of such an act and secure approval.”
(II) In order to accommodate actual business needs and based on investment or other business development considerations, it is proposed to lift the non-compete restrictions on directors (including independent directors) without harming the Company's interests (Please refer to Attachment 7 on page 39 of the Handbook).
Resolution:
Extempore Motion
8
Three. Attachments
9
【Attachment 1】 Business Report
Dear shareholders,
In 2025, the global economy exhibited highly volatile and divergent trends, impacted by three major headwinds: U.S. tariff policies, China’s industrial overcapacity, and significant exchange rate fluctuations. First, when the Trump administration announced reciprocal tariffs on 60 countries in Q2, it initially triggered a substantial surge in front-loading shipments. However, as inventories became saturated, exports to the U.S. stagnated in the second half of the year, and momentum for new investment and restocking continued to wane, resulting in severe volatility in annual trade data. Second, the supply-demand imbalance in Chinese industries intensified. Faced with the dual pressures of domestic overcapacity and tariff hikes, low-priced Chinese goods flooded into third-party markets, severely eroding the export competitiveness and profitability of overlapping industries globally. Furthermore, the previously strong U.S. dollar trend reversed after Trump took office, prompting global financial institutions to accelerate currency hedging operations, which further exacerbated the U.S. dollar’s depreciation. This led to a rapid and significant appreciation of the New Taiwan Dollar in Q2, resulting in severe foreign exchange losses that impacted the operating profits of numerous companies.
The performance of the Zerova electric vehicle energy business fell short of expectations in 2025. Key factors included a contraction in North American charging station market demand due to shifts in U.S. energy and EV subsidy policies, irrational price-cutting by competitors to clear excess inventory, and delays in new product launches. These challenges resulted in a marked decline in revenue, capacity utilization, and gross margins during the first half of the year. In response, the Company swiftly recalibrated its sales and operational strategies while implementing rigorous cost controls. By the second half of the year, operations had stabilized, with overall performance outperforming industry peers. The Power Supply Business achieved annual revenue growth of approximately 4% and a reduction in expenses of about 9%. However, the rapid and significant appreciation of the New Taiwan Dollar in Q2 triggered severe non-operating foreign exchange losses and eroded gross margins, weighing on overall results. Additionally, between September and December, the Company negotiated with customers to phase out high-volume, low-margin models to bolster future profitability. Furthermore, driven by the growing “China+” demand, the Vietnam facility's output now accounts for 51% of revenue and continues to rise. While the Group’s 2025 performance did not meet original targets, management has proactively adjusted sales and product strategies, executed capacity consolidation, and applied rigorous cost-containment protocols. The benefits of these measures became evident in the second half of the year, positioning the Group for a return to profitability in 2026.
Global economic growth in 2026 is expected to remain resilient, though overall momentum may moderate or plateau compared to 2025. The economic outlook remains contingent on several pivotal variables: whether the AI industry sustains its rapid expansion or encounters a short-term market correction; the continued manifestation of U.S. tariff policy impacts; the resolution of China’s industrial overcapacity; and the management of escalating raw material prices driven by geopolitical tensions and climate change. The global landscape will likely be defined by significant volatility, presenting a divergent array of risks and opportunities across regions and sectors. Management will remain vigilant in monitoring these developments, proactively capturing business opportunities, while maintaining the agility required to navigate ongoing uncertainties.
I. Financial performance
(I) Implementation Results of Operating Plan and Budget Execution Status
The company's net operating revenue for 2025 was NT$9,795,567,000, a decrease of approximately 10.11% compared to the net operating revenue of NT$10,897,729,000 for 2024. The net loss after tax for 2025 was NT$634,668,000, a decrease of approximately 407.61% compared to the net profit after tax of NT$206,325,000 for
- The overall operational performance for 2025 has met the internal targets set.
(II) Analysis of Financial Income/Expenses and Profitability
- Analysis of Financial Income and Expenses
Unit: NT$ Thousands; %
| Year Item | 2024 | 2025 | Change % |
|---|---|---|---|
| Non-operating Income & Expenses | 451,833 | 43,563 | (90.36%) |
The decrease in the company's non-operating income and expenses in 2025 compared to 2024 was mainly due to a decrease in exchange gains resulting from exchange rate fluctuations in 2025.
- Profitability Analysis
| Year Analysis Item | 2024 | 2025 | ||
|---|---|---|---|---|
| Profitability | Return on Assets (%) | 1.62 | (3.96) | |
| Return on Equity (%) | 2.13 | (6.69) | ||
| Ratio to Paid-in Capital (%) | Net Operating Loss | (3.54) | (14.12) | |
| Net Profit (Loss) Before Tax | 6.93 | (13.09) | ||
| Net Profit Margin (%) | 1.89 | (6.48) | ||
| Earnings (Loss) Per Share (NT$) | 0.48 | (1.48) |
II. Research and Development Status
(I) Zerova Electric Vehicle Energy Business
- Bidirectional Power Technology Enabling V2G: Effectively utilizes EV battery capacity to enable electric vehicles nationwide to feed power back into the national grid or home energy storage systems via bidirectional power technology during emergencies; completed development of the DW50 series, offering simultaneous dual-port charging, support for bidirectional V2G (UL 1741/9741), and the capability to initiate EV reverse discharge during power outages; these units are available in freestanding, wall-mounted, or portable configurations and feature a 10-inch touchscreen to accommodate various application scenarios
- AD/DD Hybrid Charging and Storage Integrated Charging Station Technology: Supports energy storage systems and bidirectional V2G to enable the energy storage system to feed power back into the grid, thereby reducing power demand, facilitating peak shaving and valley filling to enhance grid efficiency and power stability, and supporting PCS functionality to lower overall costs
- High-Power Charging Product DQ 480: Supports up to 4 charging guns (including up to 2 water-cooled guns), with all 4 guns capable of parallel charging; reaches a charging current of $500\mathrm{A}$ / Boost 750A; maintains a full $480\mathrm{kW}$ power without derating at an ambient temperature of $50^{\circ}\mathrm{C}$ ; equipped with an optional 21-inch advertising screen and a 7-inch control screen, making it ideal for high-power all-in-one charging stations or commercial applications requiring large-screen outdoor advertising charging stations
- MCS Megawatt Heavy-Duty Vehicle Charging Technology Development: Supports Level 2 MCS and CCS, available in dual-port and 16-port configurations to enable parallel charging and Dynamic Power Sharing; supports MCS current output of $1500 - 3000\mathrm{A}$ / CCS with 600A boost capability; offers energy density that outperforms industry peer Alpitronic, saving installation space; compatible with all Zerova charging cabinets; designed for heavy-duty vehicles, including long-haul
tankers, electric yachts, and mining transport vehicles; targets commercial, high-end private, and concessionary sectors
(II) Power Supply Business
- By leveraging its core 3rd generation semiconductor product design and manufacturing technologies, as well as its strategic supply chain bargaining power, the Company delivers substantial value through high-efficiency, lightweight, and miniaturized solutions. Its focus on cost-effectiveness and ESG-aligned energy conservation and carbon reduction ensures sustained technological leadership and clear market differentiation.
- By integrating years of expertise in computer simulation and physical design, along with big data collection, the Company ensures 100% design feasibility. This synergy shortens product development cycles, reduces development costs and resources, and secures the professional trust of its customers.
- Targeting power battery charger applications, the Company continues to optimize and develop high-efficiency circuit platforms alongside innovative thermal management and waterproofing solutions. By integrating its software development capabilities, the Company is creating intelligent, high-power charging technologies to meet demands for fast charging, lightweight design, miniaturization, and cost reduction, thereby strengthening its market competitiveness. Furthermore, it is pioneering the industry by introducing USB PD 3.1 Type-C 240W direct battery charging technology to help customers achieve long-term goals of cost reduction and improved energy conversion efficiency.
- By introducing 3rd generation semiconductors, the Company has successfully developed a comprehensive range of USB PD chargers with power ratings of 65W, 100W, 140W, and 240W. The portfolio includes fixed-plug and plug-in wall chargers, as well as desktop chargers that cater to diverse customer needs and product applications, thereby expanding sales opportunities and distribution channels. Additionally, the Company provides both fixed and detachable output cable designs to comply with EU Type-C regulations.
- POE Applications: The Company has completed the development of Fanless / Fan-cooled Open-Frame 100/260/460/550/950W models to penetrate the data center and network switch markets. Furthermore, it has pioneered the industry by developing bidirectional power and data conversion technology between POE and Type-C, enabling customers to build smart home and office applications. By leveraging its POE expertise, the Company has earned the customers' professional trust to begin the development of customized power supplies for low-Earth orbit satellite communications.
- 350-2000W Fully Digital Power Platform Technology and Product Development: Actively entering high-end niche markets such as 5G communications, data centers/network switches, network security systems, and gaming desktop power supplies.
III. Operating Policies and Objectives
(I) Corporate Development:
- Focus on maximizing corporate benefits and implement the 3-year growth strategy plan.
- Strengthen focus on strategy and capital allocation.
- Enhance corporate governance practices, implement pragmatic risk control, and strengthen ESG sustainable development.
- Prioritize shareholder returns and value.
(II) Zerova Electric Vehicle Energy Business:
- Build localized R&D, sales, product testing, and after-sales service teams.
- Introduce AI integration, third-party after-sales service partners, and new business model developments.
- Drive continuous R&D and innovation to improve CSR performance, reduce equipment footprint, advance multi-gun and MCS technologies, and integrate energy storage products to ensure long-term competitiveness.
- Strengthen global procurement capabilities to increase the ratio of transactions with original manufacturers for key components and achieve supply chain localization.
- Establish a cost strategy team combining R&D, procurement, and production units for cost optimization.
- Focus on quality, customer service, and global delivery capabilities.
- Continue to build a resilient business model with diversified revenue streams.
(III) Power Supply Business:
- Focus on improving the cost structure.
- Continue production organization layout and integration to reduce costs and enhance competitiveness.
- Deepen cultivation of strategic niche markets, customers, and product development.
- Emphasize a business model focused on high-margin standard products.
- Perfect production and service quality, enhance delivery capabilities and flexibility to win customer trust and loyalty.
- Build 3rd generation semiconductors core technology and value.
- Build simulation/physical design integration and software/hardware integration technical capabilities to demonstrate professional value.
IV. Production and Sales Policy
We continue to cooperate closely with customers and the supply chain to accelerate global deployment and capacity allocation. When facing raw material shortages and price uncertainty, we actively adopt mutually beneficial solutions for shared prosperity. Key production and sales strategies are as follows:
- Deepen relationships with key strategic markets and customers, expanding the market share of the company's products through customer revenue growth and increased sales ratio to those customers.
- Continue to expand niche product application areas, increasing the revenue share of high-value-added products.
- Refine supply chain and capacity management, enhancing delivery flexibility to meet customer needs during peak/off-peak seasons and urgent orders.
- Continue to improve automated production techniques and intelligent process control capabilities to enhance production efficiency and quality.
- Consolidate factory capacity in response to market trends and effectively control operating expenses through the optimization of internal processes and human resources.
- Continue to perfect the local supply chain in Vietnam until it matures, achieving the ultimate goals of a short chain and cost reductions.
12
V. Impact of External Competitive Environment, Regulatory Environment, and Overall Business Environment
Regarding the regulatory environment, with rising awareness of environmental sustainability, internationally renowned brand customers have successively established high-standard supplier management codes, requiring supply chain compliance. Adhering to the spirit of sustainable development, the company integrates this spirit into the research, development, and mass production processes to achieve the operational goal of net-zero carbon emissions. The company continuously monitors changes in the legal environment and actively proposes countermeasures to mitigate operational risks.
The global economy remains resilient in 2026, though economic prospects continue to diverge across major regions. The US maintains robust growth, bolstered by strategic AI investment and supportive fiscal policy. Conversely, the Eurozone and the UK face diminishing momentum due to trade tariffs, competitive pressure from China, and tighter fiscal constraints. While Japan continues to promote investment in key industries, its export sector remains hamstrung by tariff barriers. Meanwhile, China faces significant pressure amid weak domestic demand and a sluggish housing market. Overall, the global economic outlook is defined by these divergent regional trends.
Looking ahead to 2026, the business environment remains characterized by complexity and uncertainty. Heightened geopolitical tensions, trade frictions, and volatile tariff policies have added significant pressure to supply chains and capital allocation. In response, the Company is prioritizing operational efficiency and cultivating a flexible, resilient, and smart framework to stay ahead of market volatility and mitigate potential risks. By strengthening its core competitiveness and deepening customer trust, the Company remains committed to sustained growth and profitability, while creating greater value for its customers and shareholders. In light of these product and operating strategies, the Company will refine its product portfolio in 2026, targeting a projected sales of 48 million units.
Finally, we once again sincerely thank all employees and shareholders for their long-term support and encouragement to the company. We extend our deepest gratitude!
We wish all our shareholders good health and all the best.
Chairman: Lin, Chung-Min, Manager: Lin, Kuan, Hong Accounting Officer: Chiang, Yao-Lin
【Attachment 2】 Audit Committee’s Review Report
Phihong Technology Co., Ltd.
Audit Committee’s Review Report
The Board has prepared the 2025 Business Report, 2025 parent company only and consolidated financial statements, and the proposal for earnings distribution. The 2025 parent company only and consolidated financial statements have been audited by Deloitte & Touche.
The Audit Committee has reviewed the abovementioned 2025 Business Report, 2025 parent company only and consolidated financial statements, and the proposal for earnings distribution, and found them to be in compliance. Therefore, we have made above the report in accordance with the relevant requirements of the Securities and Exchange Act and the Company Act. Please review and acknowledge.
Sincerely,
The 2026 annual shareholders’ meeting of Phihong Technology Co., Ltd.
Convener of the Audit Committee:
Hong, Yu-Yuan
March 12, 2026
【Attachment 3】 2025 Individual Auditor’s Report and Consolidated Financial Statements
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2025 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
PHIHONG TECHNOLOGY CO., LTD.
By
March 12, 2026
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Phihong Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Phihong Technology Co., Ltd. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), 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 its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2025 is stated as follows.
The Accuracy of Sales Revenue from Terminal and Enterprise Application Power Supply
The Group’s sales of the terminal and enterprise application power supplies in 2025 have been impacted by shifts in sales strategy, changes in the customer portfolio, and the fact that newly developed products have not yet contributed to operating results. Therefore, the accuracy of the sales revenue from terminal and enterprise application power supply is considered as the key audit matter for the year ended December 31, 2025. Refer to Note 4 to the consolidated financial statements for the related sales revenue disclosures.
In response to the key audit matter, we have performed the procedures to understand internal controls related to the sales process and examined the effectiveness of the design and implementation of the controls. In addition, we have sampled the revenue to review external documents and payment receipts of the samples and implemented the procedures regarding the accuracy of the revenue.
Other Matter
In the consolidated financial statements of the Group, the financial statements of Zerova Group were audited by other auditors. Our opinion, insofar as it relates to the amounts included for Zerova Group, is based solely on the report of other auditors. The total assets of Zerova Group constituted 27.53% and 28.82%, respectively, of consolidated total assets as of December 31, 2025 and 2024; and total revenue constituted 33.07% and 41.41%, respectively, of consolidated total revenue for the years then ended.
We have also audited the parent company only financial statements of Phihong Technology Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with other matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless the management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
- 17 -
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
- 18 -
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chih-Yi Chang and Kuo-Tyan Hong.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
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PHIHONG TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 3,498,516 | 25 | $ 4,302,601 | 29 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 3,138 | - | - | - |
| Financial assets at amortized cost - current (Notes 4, 9 and 32) | 529,840 | 4 | 525,917 | 3 |
| Contract assets - current (Note 24) | 7,529 | - | 5,349 | - |
| Trade receivables (Notes 4 and 10) | 1,677,054 | 12 | 2,131,918 | 14 |
| Trade receivables from related parties (Notes 10 and 31) | - | - | 14,247 | - |
| Other receivables | 422,552 | 3 | 116,752 | 1 |
| Current tax assets | 35,936 | - | 84,340 | 1 |
| Inventories (Notes 4 and 11) | 1,858,329 | 13 | 2,043,603 | 14 |
| Non-current assets held for sale | - | - | 24,850 | - |
| Other current assets | 279,754 | 2 | 299,539 | 2 |
| Total current assets | 8,312,648 | 59 | 9,549,116 | 64 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7) | 124,038 | 1 | 134,368 | 1 |
| Investments accounted for using the equity method (Notes 4 and 13) | 85,164 | 1 | 71,381 | 1 |
| Property, plant and equipment (Notes 4 and 14) | 4,544,303 | 33 | 4,322,817 | 29 |
| Right-of-use assets (Notes 4 and 15) | 302,448 | 2 | 355,381 | 2 |
| Investment properties (Note 16) | 340,765 | 2 | 361,320 | 2 |
| Other intangible assets (Notes 4 and 17) | 48,503 | - | 63,233 | - |
| Deferred tax assets (Notes 4 and 26) | 150,985 | 1 | 83,395 | 1 |
| Other non-current assets | 64,341 | 1 | 62,139 | - |
| Total non-current assets | 5,660,547 | 41 | 5,454,034 | 36 |
| TOTAL | $ 13,973,195 | 100 | $ 15,003,150 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 18) | $ 100,355 | 1 | $ 182,654 | 1 |
| Contract liabilities - current (Notes 24 and 31) | 200,986 | 1 | 202,188 | 2 |
| Trade payables | 1,827,447 | 13 | 1,995,831 | 13 |
| Other payables (Note 20) | 1,174,164 | 8 | 1,024,829 | 7 |
| Current tax liabilities (Notes 4 and 26) | 160,466 | 1 | 60,092 | 1 |
| Provisions - current (Note 21) | 240,820 | 2 | 191,498 | 1 |
| Lease liabilities - current (Notes 4 and 15) | 38,930 | - | 44,852 | - |
| Current portion of long-term borrowings (Notes 18 and 19) | 814,770 | 6 | 14,867 | - |
| Other current liabilities (Note 20) | 107,989 | 1 | 159,723 | 1 |
| Total current liabilities | 4,665,927 | 33 | 3,876,534 | 26 |
| NON-CURRENT LIABILITIES | ||||
| Contract liabilities - non-current (Note 24) | 81,095 | 1 | 87,549 | 1 |
| Bonds payable (Notes 4 and 19) | - | - | 699,499 | 5 |
| Long-term borrowings (Note 18) | 141,233 | 1 | 156,100 | 1 |
| Provisions - non-current (Note 21) | 17,300 | - | 16,599 | - |
| Deferred tax liabilities (Notes 4 and 26) | 11,491 | - | 33,226 | - |
| Lease liabilities - non-current (Notes 4 and 15) | 46,096 | 1 | 75,965 | - |
| Net defined benefit liabilities - non-current (Notes 4 and 22) | 16,605 | - | 19,971 | - |
| Other non-current liabilities | 21,372 | - | 22,076 | - |
| Total non-current liabilities | 335,192 | 3 | 1,110,985 | 7 |
| Total liabilities | 5,001,119 | 36 | 4,987,519 | 33 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 23) | ||||
| Ordinary shares | 4,247,724 | 31 | 4,312,084 | 29 |
| Capital surplus | 4,485,122 | 32 | 4,579,383 | 31 |
| Retained earnings | ||||
| Legal reserve | 353,186 | 2 | 331,904 | 2 |
| Special reserve | 230,859 | 2 | 367,518 | 2 |
| Unappropriated earnings | (118,922) | (1) | 399,371 | 3 |
| Total retained earnings | 465,123 | 3 | 1,098,793 | 7 |
| Other equity | ||||
| Exchange differences on translating of the financial statements of foreign operations | (127,109) | (1) | 106,577 | 1 |
| Unrealized valuation loss on financial assets at fair value through other comprehensive income | (98,784) | (1) | (81,206) | (1) |
| Total other equity | (225,893) | (2) | 25,371 | - |
| Total equity attributable to owners of the Company | 8,972,076 | 64 | 10,015,631 | 67 |
| Total equity | 8,972,076 | 64 | 10,015,631 | 67 |
| TOTAL | $ 13,973,195 | 100 | $ 15,003,150 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026)
PHIHONG TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUES (Notes 4, 24, 31 and 37) | $ 9,795,567 | 100 | $ 10,897,729 | 100 |
| OPERATING COSTS (Notes 4, 10 and 31) | 7,732,830 | 79 | 7,956,668 | 73 |
| GROSS PROFIT | 2,062,737 | 21 | 2,941,061 | 27 |
| OPERATING EXPENSES | ||||
| Selling and marketing expenses | 902,420 | 9 | 1,152,091 | 10 |
| General and administrative expenses | 881,247 | 9 | 988,061 | 9 |
| Research and development expenses | 857,787 | 9 | 966,376 | 9 |
| Expected credit loss (gain) | 21,064 | - | (12,635) | - |
| Total operating expenses | 2,662,518 | 27 | 3,093,893 | 28 |
| (LOSS) PROFIT FROM OPERATIONS | (599,781) | (6) | (152,832) | (1) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 25) | 131,839 | 1 | 155,131 | 1 |
| Other income (Note 25) | 135,629 | 2 | 195,935 | 2 |
| Other gains and losses (Note 25) | (161,150) | (1) | 156,801 | 1 |
| Finance costs (Note 25) | (76,539) | (1) | (52,489) | - |
| Share of profit or loss of associates (Note 13) | 13,784 | - | (3,545) | - |
| Total non-operating income and expenses | 43,563 | 1 | 451,833 | 4 |
| (LOSS) PROFIT BEFORE INCOME TAX | (556,218) | (5) | 299,001 | 3 |
| INCOME TAX EXPENSE (Notes 4 and 26) | (78,450) | (1) | (92,676) | (1) |
| NET (LOSS) PROFIT FOR THE YEAR | (634,668) | (6) | 206,325 | 2 |
(Continued)
PHIHONG TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 22) | $ 1,247 | - | $ 8,122 | - |
| Unrealized loss on investments in equity instruments at fair value through other comprehensive income (Note 23) | (17,578) | - | (7,154) | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 26) | (249) | - | (1,624) | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating of the financial statements of foreign operations (Note 23) | (233,686) | (3) | 393,002 | 3 |
| Other comprehensive (loss) income for the year, net of income tax | (250,266) | (3) | 392,346 | 3 |
| TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR | $ (884,934) | (9) | $ 598,671 | 5 |
| NET (LOSS) PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ (634,668) | (6) | $ 206,325 | 2 |
| Non-controlling interests | - | - | - | - |
| $ (634,668) | (6) | $ 206,325 | 2 | |
| TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ (884,934) | (9) | $ 599,121 | 5 |
| Non-controlling interests | - | - | (450) | - |
| $ (884,934) | (9) | $ 598,671 | 5 | |
| (LOSS) EARNINGS PER SHARE (Note 27) | ||||
| Basic earnings (loss) per share | $ (1.48) | $ 0.48 | ||
| Diluted earnings per share | $ 0.48 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026) (Concluded)
PHIHONG TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | Treasury Shares | Total | Non-controlling Interests | Total Equity | ||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translating of the Financial Statements of Foreign Operations | Unrealized Loss on Financial Assets at Fair Value Through Other Comprehensive Income | |||||||
| BALANCE ON JANUARY 1, 2024 | $ 4,312,084 | $ 4,579,383 | $ 305,119 | $ 313,005 | $ 267,846 | $ (293,466) | $ (74,052) | $ - | $ 9,409,919 | $ (9,683) | $ 9,400,236 |
| Appropriation of 2023 earnings | |||||||||||
| Legal reserve (Note 23) | - | - | 26,785 | - | (26,785) | - | - | - | - | - | - |
| Special reserve (Note 23) | - | - | - | 54,513 | (54,513) | - | - | - | - | - | - |
| Changes in percentage of ownership interests in subsidiaries | - | - | - | - | - | 6,591 | - | - | 6,591 | 10,133 | 16,724 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 206,325 | - | - | - | 206,325 | - | 206,325 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 6,498 | 393,452 | (7,154) | - | 392,796 | (450) | 392,346 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 212,823 | 393,452 | (7,154) | - | 599,121 | (450) | 598,671 |
| BALANCE ON DECEMBER 31, 2024 | 4,312,084 | 4,579,383 | 331,904 | 367,518 | 399,371 | 106,577 | (81,206) | - | 10,015,631 | - | 10,015,631 |
| Appropriation of 2024 earnings | |||||||||||
| Legal reserve (Note 23) | - | - | 21,282 | - | (21,282) | - | - | - | - | - | - |
| Special reserve (Note 23) | - | - | - | (136,659) | 136,659 | - | - | - | - | - | - |
| Net loss for the year ended December 31, 2025 | - | - | - | - | (634,668) | - | - | - | (634,668) | - | (634,668) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 998 | (233,686) | (17,578) | - | (250,266) | - | (250,266) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | (633,670) | (233,686) | (17,578) | - | (884,934) | - | (884,934) |
| Buy-back of ordinary shares (Note 23) | - | - | - | - | - | - | - | (158,621) | (158,621) | - | (158,621) |
| Cancellation of ordinary shares (Note 23) | (64,360) | (94,261) | - | - | - | - | - | 158,621 | - | - | - |
| BALANCE ON DECEMBER 31, 2025 | $ 4,247,724 | $ 4,485,122 | $ 353,186 | $ 230,859 | $ (118,922) | $ (127,109) | $ (98,784) | $ - | $ 8,972,076 | $ - | $ 8,972,076 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche audit report dated March 12, 2026)
PHIHONG TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| (Loss) income before tax | $ (556,218) | $ 299,001 |
| Adjustments for: | ||
| Depreciation expense | 381,617 | 381,335 |
| Amortization expense | 19,877 | 21,833 |
| Expected credit loss (reversed) recognized on trade receivables | 21,064 | (12,635) |
| Finance costs | 76,539 | 52,489 |
| Interest income | (131,839) | (155,131) |
| Dividend income | (7,695) | (13,332) |
| Share of loss of associates | (13,784) | 3,545 |
| Gain on disposal of property, plant and equipment | (1,323) | (1,240) |
| Loss on disposal of intangible assets | - | 74 |
| Proceeds from disposal of non-current assets held for sale | (41,226) | - |
| Gain on disposal of associates | - | (77,905) |
| Impairment loss of assets | 34,761 | - |
| Write-down of inventories | 25,420 | 17,229 |
| Loss (gain) on lease modification | 237 | (266) |
| Net changes in operating assets and liabilities | ||
| Contract assets | (2,180) | (5,349) |
| Trade receivables | 433,201 | (412,642) |
| Trade receivables from related parties | 14,247 | (12,061) |
| Other receivables | (315,319) | (88,125) |
| Inventories | 159,854 | 542,063 |
| Other current assets | 23,929 | 11,556 |
| Other non-current assets | 862 | (237) |
| Contract liabilities | (7,656) | (134,094) |
| Trade payables | (168,383) | 61,904 |
| Trade payables to related parties | - | (4,788) |
| Other payables | 107,362 | (278,609) |
| Provisions | 50,023 | 118,288 |
| Other current liabilities | (51,734) | 42,245 |
| Net defined benefit liabilities | (2,119) | (3,926) |
| Cash generated from operating activities | 49,517 | 351,222 |
| Interest received | 141,358 | 162,714 |
| Interest paid | (73,129) | (69,036) |
| Income tax paid | (19,247) | (241,459) |
| Net cash generated from operating activities | 98,499 | 203,441 |
| (Continued) |
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PHIHONG TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ (21,000) | $ (21,000) |
| Capital reduction and refund from investments accounted for using the fair value through other comprehensive income | 13,750 | 2,083 |
| Purchase of financial assets at amortized cost | (3,383,672) | (339,731) |
| Proceeds from sale of financial assets at amortized cost | 3,361,645 | 62,600 |
| Purchase of initial recognition of financial assets designated as at fair value through profit or loss | (3,138) | - |
| Proceeds from disposal for using equity method | - | 89,653 |
| Proceeds from disposal of non-current assets held for sale | 73,815 | - |
| Payments for property, plant and equipment | (616,042) | (830,244) |
| Proceeds from disposal of property, plant and equipment | 9,298 | 9,749 |
| Increase in refundable deposits | (3,064) | (16,263) |
| Payment for intangible assets | (7,773) | (28,350) |
| Increase in prepayments for equipment | (19,768) | (62,230) |
| Dividends received | 7,695 | 13,332 |
| Net cash used in investing activities | (588,254) | (1,120,401) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 3,588,032 | 2,626,616 |
| Repayments of short-term borrowings | (3,632,184) | (3,354,337) |
| Proceeds from long-term borrowings | 1,950,000 | 450,000 |
| Repayments of long-term borrowings | (1,864,867) | (567,417) |
| Decrease in guarantee deposits received | (704) | (8,086) |
| Repayment of the principal portion of lease liabilities | (46,531) | (42,742) |
| Payments for buy-back of ordinary shares | (158,621) | - |
| Net cash used in financing activities | (164,875) | (895,966) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (149,455) | 263,722 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (804,085) | (1,549,204) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 4,302,601 | 5,851,805 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 3,498,516 | $ 4,302,601 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)
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【Attachment 4】 2025 Individual Auditor’s Report and Parent Company Only Financial Statements
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Phihong Technology Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of Phihong Technology Co., Ltd. (the “Company”) which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (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 parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- 26 -
The key audit matter identified in the Company’s parent company only financial statements for the year ended December 31, 2025 is stated as follows.
The Occurrence of Sales Revenue from Terminal and Enterprise Application Power Supply
The Company’s sales of the terminal and enterprise application power supplies in 2025 have been impacted by shifts in sales strategy, changes in the customer portfolio, and the fact that newly developed products have not yet contributed to operating results. Therefore, the accuracy of the sales revenue from terminal and enterprise application power supply is considered as the key audit matter for the year ended December 31, 2025. Refer to Note 4 to the parent company only financial statements for the related sales revenue disclosures.
In response to the key audit matter, we have performed the procedures to understand internal controls related to the sales process and examined the effectiveness of the design and implementation of the controls. In addition, we have sampled the revenue ledgers to review external documents and payment receipts of the samples and implemented the procedures regarding the occurrence of the revenue.
Other Matter
The financial statements of Zerova Technologies Holdings Limited (ZKH), an associate accounted for using the equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying parent company only financial statements for ZKH, is based solely on the reports of other auditors. As of December 31, 2025 and 2024, the aggregate carrying amount of the equity-method investments in ZKH was NT$2,572,051 thousand and NT$2,889,512 thousand, representing 20.84% and 21.64% of the total assets, respectively. For the years ended December 31, 2025 and 2024, the share of profit of ZKH was NT$(235,407) thousand and NT$196,050 thousand, representing 37.16% and 97.54% of the profit before income tax, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
- 27 -
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
- 28 -
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chih-Yi Chang and Kuo-Tyan Hong.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
- 29 -
PHIHONG TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 845,051 | 7 | $ 1,283,791 | 10 |
| Trade receivables (Notes 4 and 8) | 726,145 | 6 | 640,429 | 5 |
| Trade receivables from related parties (Notes 4, 8 and 26) | 183,603 | 2 | 226,388 | 2 |
| Other receivables (Note 8) | 2,591 | - | 5,423 | - |
| Other receivables from related parties (Notes 8 and 26) | 296,964 | 2 | 805,187 | 6 |
| Current tax assets (Notes 4 and 22) | 664 | - | 64,169 | - |
| Inventories (Notes 4 and 9) | 6,705 | - | 13,921 | - |
| Other current assets | 115,656 | 1 | 98,653 | 1 |
| Total current assets | 2,177,379 | 18 | 3,137,961 | 24 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4, 7 and 25) | 122,167 | 1 | 132,080 | 1 |
| Investments accounted for using equity method (Notes 4 and 10) | 8,652,080 | 70 | 9,112,542 | 68 |
| Property, plant and equipment (Notes 4 and 11) | 1,298,618 | 11 | 867,644 | 7 |
| Right-of-use assets (Notes 4 and 12) | 6,260 | - | 8,021 | - |
| Investment property (Notes 4 and 13) | 20,952 | - | 21,691 | - |
| Other intangible assets (Notes 4 and 14) | 20,406 | - | 26,648 | - |
| Deferred tax assets (Notes 4 and 22) | 34,429 | - | 32,477 | - |
| Other non-current assets | 12,618 | - | 14,027 | - |
| Total non-current assets | 10,167,530 | 82 | 10,215,130 | 76 |
| TOTAL | $ 12,344,909 | 100 | $ 13,353,091 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Contract liabilities - current (Notes 20 and 26) | $ 39,649 | - | $ 13,468 | - |
| Trade payables | 5,800 | - | 5,629 | - |
| Trade payables to related parties (Note 26) | 7 | - | 1,240 | - |
| Other payables (Notes 17 and 26) | 1,683,105 | 14 | 1,860,597 | 14 |
| Provisions - current | 6,278 | - | - | - |
| Lease liabilities - current (Notes 4 and 12) | 2,732 | - | 4,972 | - |
| Current portion of long-term borrowings (Note 15) | 814,770 | 7 | 14,867 | - |
| Other current liabilities | 53,810 | - | 74,002 | 1 |
| Total current liabilities | 2,606,151 | 21 | 1,974,775 | 15 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Note 16) | - | - | 699,499 | 5 |
| Long-term borrowings (Note 15) | 141,233 | 1 | 156,100 | 1 |
| Deferred tax liabilities (Notes 4 and 22) | - | - | 19,856 | - |
| Lease liabilities - non-current (Notes 4 and 12) | 3,634 | - | 3,207 | - |
| Net defined benefit liability - non-current (Notes 4 and 18) | 16,605 | - | 19,971 | - |
| Other non-current liabilities (Notes 4 and 10) | 605,210 | 5 | 464,052 | 4 |
| Total non-current liabilities | 766,682 | 6 | 1,362,685 | 10 |
| Total liabilities | 3,372,833 | 27 | 3,337,460 | 25 |
| EQUITY (Notes 4 and 19) | ||||
| Ordinary shares | 4,247,724 | 35 | 4,312,084 | 32 |
| Capital surplus | 4,485,122 | 36 | 4,579,383 | 35 |
| Retained earnings | ||||
| Legal reserve | 353,186 | 3 | 331,904 | 2 |
| Special reserve | 230,859 | 2 | 367,518 | 3 |
| Unappropriated earnings | (118,922) | (1) | 399,371 | 3 |
| Total retained earnings | 465,123 | 4 | 1,098,793 | 8 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | (127,109) | (1) | 106,577 | 1 |
| Unrealized loss on financial assets at fair value through other comprehensive income | (98,784) | (1) | (81,206) | (1) |
| Total other equity | (225,893) | (2) | 25,371 | - |
| Total equity | 8,972,076 | 73 | 10,015,631 | 75 |
| TOTAL LIABILITIES AND EQUITY | $ 12,344,909 | 100 | $ 13,353,091 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors' report dated March 12, 2026)
PHIHONG TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 20 and 26) | $ 5,538,739 | 100 | $ 5,288,829 | 100 |
| OPERATING COST (Notes 4, 9 and 26) | 5,044,120 | 91 | 4,864,174 | 92 |
| OPERATING GROSS PROFIT | 494,619 | 9 | 424,655 | 8 |
| REALIZED (LOSS) GAIN ON | ||||
| TRANSACTIONS WITH ASSOCIATES (Note 4) | (7,315) | - | 22,781 | 1 |
| REALIZED GROSS PROFIT | 487,304 | 9 | 447,436 | 9 |
| OPERATING EXPENSES | ||||
| Sales and marketing expenses | 168,168 | 3 | 248,381 | 5 |
| General and administration expenses | 205,344 | 4 | 228,580 | 4 |
| Research and development expenses | 354,602 | 6 | 369,415 | 7 |
| Expected credit gain recognized (Note 8) | (2,385) | - | (4,084) | - |
| Total operating expenses | 725,729 | 13 | 842,292 | 16 |
| LOSS FROM OPERATIONS | (238,425) | (4) | (394,856) | (7) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 21) | 37,940 | 1 | 58,375 | 1 |
| Other income (Notes 21 and 26) | 47,889 | 1 | 128,598 | 2 |
| Other gains and (losses) (Note 21) | (138,735) | (3) | 71,914 | 1 |
| Finance costs (Note 21) | (51,845) | (1) | (19,775) | - |
| Share of profit or loss of subsidiaries and associates (Notes 4 and 10) | (290,327) | (5) | 356,736 | 7 |
| Total non-operating income and expenses | (395,078) | (7) | 595,848 | 11 |
| (LOSS) PROFIT BEFORE INCOME TAX | (633,503) | (11) | 200,992 | 4 |
| INCOME TAX (EXPENSE) BENEFIT (Notes 4 and 22) | (1,165) | - | 5,333 | - |
| NET (LOSS) PROFIT FOR THE YEAR | (634,668) | (11) | 206,325 | 4 |
(Continued)
PHIHONG TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| Items that may not reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 18) | $ 1,247 | - | $ 8,122 | - |
| Unrealized loss on investments in equity instruments at fair value through other comprehensive income (Note 19) | (17,164) | (1) | (6,969) | - |
| Share of other comprehensive loss of associates accounted for using the equity method (Note 19) | (414) | - | (185) | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 22) | (249) | - | (1,624) | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating of the financial statements of foreign operations (Note 19) | (233,686) | (4) | 393,452 | 7 |
| Total other comprehensive income (loss) for the period | (250,266) | (5) | 392,796 | 7 |
| TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR | $ (884,934) | (16) | $ 599,121 | 11 |
| EARNINGS (LOSS) PER SHARE (Note 23) | ||||
| Basic earnings (loss) per share | $ (1.48) | $ 0.48 | ||
| Diluted earnings per share | $ 0.48 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)
- 32 -
PHIHONG TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | Treasury Shares | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | |||||
| BALANCE ON JANUARY 1, 2024 | $ 4,312,084 | $ 4,579,383 | $ 305,119 | $ 313,005 | $ 267,846 | $ (293,466) | $ (74,052) | $ - | $ 9,409,919 |
| Appropriation of 2023 earnings | |||||||||
| Legal reserve (Note 19) | - | - | 26,785 | - | (26,785) | - | - | - | - |
| Special reserve (Note 19) | - | - | - | 54,513 | (54,513) | - | - | - | - |
| Changes in percentage of ownership interests in subsidiaries | - | - | - | - | - | 6,591 | - | - | 6,591 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 206,325 | - | - | - | 206,325 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 6,498 | 393,452 | (7,154) | - | 392,796 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 212,823 | 393,452 | (7,154) | - | 599,121 |
| BALANCE ON DECEMBER 31, 2024 | 4,312,084 | 4,579,383 | 331,904 | 367,518 | 399,371 | 106,577 | (81,206) | - | 10,015,631 |
| Appropriation of 2024 earnings | |||||||||
| Legal reserve (Note 19) | - | - | 21,282 | - | (21,282) | - | - | - | - |
| Special reserve (Note 19) | - | - | - | (136,659) | 136,659 | - | - | - | - |
| Net loss for the year ended December 31, 2025 | - | - | - | - | (634,668) | - | - | - | (634,668) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 998 | (233,686) | (17,578) | - | (250,266) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | (633,670) | (233,686) | (17,578) | - | (884,934) |
| Buy-back of ordinary shares (Note 19) | - | - | - | - | - | - | - | (158,621) | (158,621) |
| Cancellation of ordinary shares (Note 19) | (64,360) | (94,261) | - | - | - | - | - | 158,621 | - |
| BALANCE AT DECEMBER 31, 2025 | $ 4,247,724 | $ 4,485,122 | $ 353,186 | $ 230,859 | $ (118,922) | $ (127,109) | $ (98,784) | $ - | $ 8,972,076 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026)
- 33 -
PHIHONG TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before tax | $ (633,503) | $ 200,992 |
| Adjustments for: | ||
| Depreciation expense | 21,653 | 24,779 |
| Amortization expense | 9,689 | 11,505 |
| Expected credit reversed recognized on trade receivables | (2,385) | (4,084) |
| Finance costs | 51,845 | 19,775 |
| Interest income | (37,940) | (58,375) |
| Dividend income | (5,700) | (13,332) |
| Gain on lease modification | (9) | - |
| Share of profits of associates | 290,327 | (356,736) |
| Loss on disposal of property, plant and equipment | - | 800 |
| Loss on disposal of investments accounted for using equity method | - | 518 |
| Reversal of write-down of inventories | (1,035) | (90) |
| Realized loss (gain) on transactions with subsidiaries | 7,315 | (22,781) |
| Net changes in operating assets and liabilities | ||
| Trade receivables | (83,331) | (127,876) |
| Trade receivables from related parties | 42,785 | (72,236) |
| Other receivables | 2,825 | (4,496) |
| Other receivables from related parties | 508,223 | (304,564) |
| Inventories | 8,251 | (206) |
| Other current assets | (17,003) | (12,475) |
| Contract liabilities | 26,181 | (16,469) |
| Trade payables | 171 | 554 |
| Trade payables to related parties | (1,233) | (11,562) |
| Other payables | (222,589) | 139,979 |
| Other current liabilities | (13,915) | (6,115) |
| Net defined benefit liability | (2,119) | (3,926) |
| Cash used in operating activities | (51,497) | (616,421) |
| Interest received | 37,947 | 58,536 |
| Interest paid | (50,826) | (19,246) |
| Income tax paid (received) | 40,284 | (12,338) |
| Net cash used in operating activities | (24,092) | (589,469) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | (21,000) | (21,000) |
| Capital reduction of financial assets at fair value through other comprehensive income | 13,750 | 2,083 |
| Purchase of financial assets at amortized cost | (2,921,880) | (52,100) |
| Proceeds from sale of financial assets at amortized cost | 2,921,880 | 62,600 |
| Proceeds from disposal for using equity method | - | 1,917 |
| Capital reduction and refund from investments accounted for using equity method | - | 141,732 |
| (Continued) |
- 34 -
PHIHONG TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Purchase of property, plant and equipment | $ (400,465) | $ (374,807) |
| Payment for intangible assets | (1,726) | (6,641) |
| Decrease in refundable deposits | 568 | 415 |
| Increase in prepayments for equipment | (2,780) | (7,139) |
| Dividends received | 75,577 | 13,332 |
| Net cash used in investing activities | (336,076) | (239,608) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from long-term borrowings | 1,900,000 | 450,000 |
| Repayment of long-term borrowings | (1,814,868) | (567,417) |
| Decrease in guarantee deposits received | - | (1,258) |
| Repayment of the principal portion of lease liabilities | (5,083) | (6,051) |
| Capital increase | (158,621) | - |
| Net cash used in financing activities | (78,572) | (124,726) |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (438,740) | (953,803) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 1,283,791 | 2,237,594 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 845,051 | $ 1,283,791 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)
- 35 -
【Attachment 5】 Table of Earning Distribution for 2025
Phihong Technology Co., Ltd. Table of Earning Distribution for 2025
Unit: NT$
| Item | Amount | |
|---|---|---|
| Subtotal | Total | |
| Undistributed earnings at the beginning of the period | 514,748,104 | |
| Less: | ||
| Remeasurement of defined benefit plan recognized in retained earnings | 997,834 | |
| Net loss after tax for the year | (634,668,111) | |
| Accumulated deficit to be offset for the current period | (118,922,173) | |
| Items available to offset the deficit | ||
| Legal reserve | - | 118,922,173 |
| Ending balance of accumulated deficit to be offset | ||
| Accumulated deficit to be offset at the end of the period | - |
Note: The accumulated deficit to be offset for the current year is NT$118,922,173, with a legal reserve of NT$353,185,871. It is proposed that the legal reserve be utilized to offset this deficit. Following the offset, the legal reserve will be NT$234,263,698, and the accumulated deficit to be offset will be NT$0.
Chairman: Lin, Chung-Min
Manager: Lin, Kuan-Hong
Accounting Officer: Chiang,Yao-Lin
36
^{}[]【Attachment 6】 List of Director Candidates
Phihong Technology Co., Ltd.
List of Director Candidates
Unit: shares
| No. | Title | Name | Shareholding (Note) | Education, Work Experience and Current Position | Reasons for Nominating an Independent Director Who Has Served Three Consecutive Terms |
|---|---|---|---|---|---|
| 1 | Director | Lin, Chung-Min | 54,541,837 | Education: Chia-Yi Industrial Vocational High School, Electronic Equipment Repair Department | |
| Experience: Sales Engineer, Yi You Electric Co. | |||||
| Current Position: Chairman, Phihong Technology Co., Ltd. | Not Applicable | ||||
| 2 | Director | Kuan Feng Investment Ltd. | |||
| Representative: Lin, Kuan-Hong | 3,374,625 | Education: San Jose State University International Business | |||
| Experience: Special Assistant & Vice President, Phihong Technology Co., Ltd. | |||||
| Current Position: GM, Phihong Technology Co., Ltd. | Not Applicable | ||||
| 3,619,122 | |||||
| 3 | Director | Lin, Fei-Hong | 3,644,122 | Education: Takushoku University, Japan | |
| Experience: Special Assistant to the Chairman, Phihong Technology Co., Ltd. | |||||
| BU Head, EV Energy Business Group, Phihong Technology Co., Ltd. | |||||
| Current Position: Chairman, Zerova Technologies Co., Ltd. | Not Applicable | ||||
| 4 | Director | Kuan Feng Investment Ltd. | |||
| Representative: Chiang, Wei-Feng | 3,374,625 | Education: MBA, National Chung Hsing University | |||
| Experience: General Manager, H&Q Taiwan Co., Ltd. | |||||
| Current Position: Chairman, Black Marble Capital Management Co., Ltd. | |||||
| Chairman, Wan-Fu Venture Capital Co., Ltd. | |||||
| Chairman, MegaPro Biomedical Co., Ltd. | |||||
| Director, HT Precision Technologies, Inc. | |||||
| Independent Director, Qbic Technology Co., Ltd. | |||||
| Director, Ritek Corporation | Not Applicable | ||||
| 0 | |||||
| 5 | Director | Chen, Chun-Cheng | 435 | Education: Department of Electronic Engineering, Chung Yuan Christian University | |
| Experience: CTO, Zerova Technologies Co., Ltd. | |||||
| Current Position: Vice Chairman, Phihong Technology Co., Ltd. | Not Applicable | ||||
| 6 | Independent Director | Chou, Ta-Jen | 0 | Education: Master of Laws, Harvard Law School, USA | |
| Experience: Executive Director, Direct Investment Business Group, China Development Industrial Bank | |||||
| General Manager, Jardine Fleming Ventures | |||||
| Current Position: Member of Investment Committee, IBF Venture Capital Co., Ltd. | |||||
| Juridical Person Representative Director, UBI Pharma Inc. | |||||
| Juridical Person Representative Director, Cenra Inc. | |||||
| Juridical Person Representative Director, United Biomedical, Inc., Asia | |||||
| Independent Director, Aurotek Corporation | |||||
| Supervisor, E-CMOS TECHNOLOGY CORP. | None |
37
| No. | Title | Name | Shareholding (Note) | Education, Work Experience and Current Position | Reasons for Nominating an Independent Director Who Has Served Three Consecutive Terms |
|---|---|---|---|---|---|
| Independent Director, AmTRAN Technology Co., Ltd. | |||||
| Chairman, Heli Financial Consulting Co., Ltd. | |||||
| 7 | Independent Director | Wu, Chung-Shu | 0 | Education: Ph.D. in Economics, Northwestern University, USA | |
| Experience: President, Chung-Hua Institution for Economic Research | |||||
| Current Position: Chairman, Taiwan Institute of Economic Research | |||||
| Independent Director, Cheng Shin Rubber Ind. Co., Ltd. | |||||
| Director, Far Eastern New Century Corporation | None | ||||
| 8 | Independent Director | Lin, Kuei-Hong | 20,578 | Education: Department of Public Administration, Tamkang University | |
| Experience: Owner, Owner, LOHAS Outdoor Products Enterprise | |||||
| Current Position: Owner, LOHAS Outdoor Products Enterprise | Having long served on the Board, he is familiar with operations and well-positioned to continue providing support. | ||||
| 9 | Independent Director | Kang, Hui-Mei | 0 | Education: EMBA, Graduate Institute of International Business, National Taiwan University | |
| Experience: General Manager, IBF Securities Co., Ltd. | |||||
| Current Position: Director & General Manager, WiXtar Corporation | |||||
| Chairman, Wilmar International Limited | |||||
| Independent Director, WONDER PETS ENTERPRISES CORP. | None |
Note: Shareholdings are based on information as of the book closure date for the shareholders' meeting on April 13, 2026.
39
【Attachment 7】List of Directors Subject to Non-Compete Waiver
Phihong Technology Co., Ltd.
List of Directors Subject to Non-Compete Waiver
| Title | Name | Non-Compete Waiver Details |
|---|---|---|
| Director | Lin, Chung-Min | Chairman, Progen Electronic Technology (Shanghai) Co., Ltd. |
| Director | Chiang, Wei-Feng | Director, HT Precision Technologies, Inc. |
| Independent Director, Qbic Technology Co., Ltd. | ||
| Director, Ritek Corp. | ||
| Director | Lin, Kuan-Hong | Director, SG Digital Co., Ltd. |
| Independent Director | Chou, Ta-Jen | Independent Director, Aurotek Corp. |
| Independent Director, AmTRAN Technology Co., Ltd. | ||
| Independent Director, Cenra Inc. | ||
| Independent Director | Kang, Hui-Mei | Director & GM, WiXtar Corp. |
| Chairman, Wilmar International Limited | ||
| Independent Director | Wu, Chung-Shu | Independent Director, Cheng Shin Rubber Ind. Co., Ltd. |
| Independent Director, Far Eastern New Century Corp. |
40
Four. Appendices
41
【Appendix 1】 Articles of Incorporation
Phihong Technology Co., Ltd.
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is organized according to the Company Act and named 飛宏科技股份有限公司; the English name is PHIHONG TECHNOLOGY CO., LTD.
Article 2: The scope of business of the Company is as follows:
- CC01010 Power Generation, Transmission and Distribution. Machinery Manufacturing.
- CC01020 Wiring and Wiring Devices Manufacturing.
- CC01030 Audio and Video Electronic Products Manufacturing.
- CC01060 Wired Communication Equipment and Apparatus Manufacturing
- CC01080 Electronic Parts and Components Manufacturing.
- CC01110 Computers and Peripheral Equipment Manufacturing.
- CC01990 Other Special-purpose Machinery Manufacturing.
- CD01030 Motor Vehicle Parts Manufacturing.
- CD01040 Motorcycles and Parts Manufacturing.
- CE01030 Photographic and Optical Equipment Manufacturing
- F113020 Wholesale of Electrical Household Appliances.
- F113070 Wholesale of Telecommunication Apparatus.
- F114030 Motorcycles and Parts Manufacturing.
- F114070 Wholesale of Aircraft and Parts
- F119010 Wholesale of Electronic Materials.
- F401010 International Trade.
- F213060 Retail Sale of Telecommunications Equipment.
- IG03010 Energy Technical Services.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may provide guarantees to external parties due to business requirements.
Article 4: The announcement method of the Company is subject to Article 28 of the Company Act.
Article 5: The headquarters of the Company is in Taoyuan City, Taiwan. The Company may establish domestic and foreign branches, offices, and business locations when necessary.
Article 5-1: (Deleted)
Article 5-2: The Company may invest in other businesses for business requirements and may become a shareholder of another limited company based on the resolution of the Board, without being restricted by the requirement that the total investment shall be no more than 40% of the Company's share capital under Article 13 of the Company Act.
42
Chapter 2 Shares
Article 6: The total capital of the Company is NT$6,000,000,000, divided into 600,000,000 shares with a par value of NT$10 per share, and the Board is authorized to issue the shares in batches subject to the requirements.
Within the scope of total capital above, the Company may reserve 80,000,000 shares for the issuance of employee stock warrants, corporate bonds with warrants, and preferred shares with warrants.
The payment targets of the employees' treasury shares, employee stock warrants, new share subscriptions by employees, and restricted stock awards include employees of subordinates who fulfill certain conditions.
Article 6-1: If the share subscription price for the employee stock warrants issued by the Company is lower than the closing price of the ordinary shares of the Company on the issuance date, the issuance shall be subject to the receipt of consent from attending shareholders with over two-thirds of voting rights at a shareholders' meeting attended by shareholders who represent over half of the total issued shares.
When the Company transfers shares to employees at a price lower than the average price of the repurchased shares, it shall receive consent from attending shareholders with over two-thirds of voting rights at the latest shareholders' meeting that is attended by shareholders who represent over half of the total issued shares before the transfer.
Article 7: The stocks of the Company are registered, signed or affixed with the seal by a Director who represents the Company, and issued after being certified by a bank that is eligible for being a certifier of stock issuance. Shares issued by the Company are exempted from the printing of stock certificates; however, the Company shall register the shares with a central securities depository institution for registration.
Article 8: Share transfers are suspended 60 days, 30 days, or 5 days before an annual shareholders' meeting, an extraordinary shareholders' meeting, or the base day for the distribution of dividends and bonuses determined by the Company. The treatment of stock affairs are subject to laws, regulations, and requirements of the regulatory authority.
Chapter 3 Shareholders' Meeting
Article 9: Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. Annual shareholders' meetings are convened once a year by the Board within six months from the end of each fiscal year, according to the law, and extraordinary shareholders' meetings are convened according to the law when necessary.
Shareholders' meetings of the Company may be convened by way of video conferences or other methods announced by the central regulatory authority.
Article 10: When a shareholder is unable to attend shareholders' meetings, he/she may issue a proxy form printed and distributed by the Company, set out the scope of authorization, sign, and affix his/her seal to engage a proxy to attend the meeting based on the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" announced by the regulatory authority.
The proxy form in the preceding paragraph shall be delivered to the Company five days before the shareholders' meeting.
Article 11: Except for as otherwise stated in laws and regulations, the shareholder of the Company is entitled to one voting right for each share held.
Article 12: Except for as otherwise stated in the Securities and Exchange Act, a resolution of the shareholders' meeting shall receive consent from attending shareholders with over half of the voting rights at a meeting attended by shareholders who represent over half of the total issued shares. According to the requirements of the regulatory authority, shareholders of the Company may exercise their voting rights via electronic means, and shareholders who exercise their voting rights via electronic means are deemed to be attending the meeting in person. Relevant matters shall be subject to laws and regulations.
Chapter 4 Board Meetings
Article 13: The Company has 9 to 11 Directors, with a term of office of three years, and they may be re-elected and re-appointed.
Article 13-1: Within the number of Directors in the preceding Article, there shall be at least 3 Independent Directors.
The candidate nomination system in Article 192-1 of the Company Act is adopted for the election of the Company's Directors. Matters related to the acceptance methods for the nomination of Director candidates and announcements are subject to the Company Act, Securities and Exchange Act, and relevant laws and regulations.
Article 13-2: The Company established its Audit Committee according to Article 14-4 of the Securities and Exchange Act, and the Audit Committee is responsible for implementing the powers of supervisors according to the Company Act, Securities and Exchange Act, and relevant laws and regulations.
Article 14: Directors organize the Board. The Chairman is elected among Directors according to Article 208 of the Company Act, and the Vice Chairman may be elected among Directors by adopting the same method. The Chairman represents the Company to external parties.
Article 14-1: The reason for convening a Board meeting shall be specified, and Directors shall be notified seven days in advance. However, Board meetings may be convened at any time for emergencies.
The meeting notice in the preceding paragraph shall set out the reasons and may be made in writing or via e-mail or facsimile.
Article 15: (Deleted)
Article 16: (Deleted)
Article 17: If the Chairman is on leave or is unable to exercise his/her powers due to other reasons, his/her proxy shall make arrangements according to Article 208 of the Company Act.
Article 17-1: If a Director is unable to attend a Board meeting due to other reasons, he/she may engage another Director to act on his/her behalf. To engage another Director to attend a Board meeting, a proxy form shall be issued each time, and the scope of authorization for the reasons for the meeting shall be set out.
For the proxy in the preceding paragraph, a Director may only be the proxy of up to one Director.
Article 18: The Board is authorized to determine the remuneration of all Directors based on the level of participation in the Company's operations and the value of contributions of each Director with reference to the general payment standards within the industry.
Article 18-1: (Deleted)
43
44
Chapter 5 Managers
Article 19: The Company has managers, and their appointment and dismissal shall be subject to Article 19 of the Company Act.
Chapter 6 Accounting
Article 20: After the end of each fiscal year, the Board shall prepare the following book and statements and submit them to the shareholders’ meeting for ratification according to the statutory procedures.
I. Business Report.
II. Financial statements.
III. The proposal for earnings distribution or loss compensation.
Article 21: If the Company records a profit for the year, it shall appropriate no less than 10% as employee remuneration. Of this amount, no less than 10% shall be specifically allocated to non-executive employees. Remuneration may be distributed in the form of stock or cash. The distribution targets include employees of subordinates who fulfill certain conditions. The Board may resolve to appropriate no more than 2% of the profits above as remuneration to Directors. The proposal for the distribution of remuneration to employees and remuneration to Directors shall be reported at the shareholders’ meeting.
If the Company has accumulated losses, it shall reserve the amount for compensation and then appropriate remuneration to employees and remuneration to Directors based on the ratio in the preceding paragraph.
Article 21-1: If the Company records earnings from the annual final account, it shall pay taxes, compensate for accumulated losses, and then appropriate 10% as the legal reserve. However, if the amount of legal reserve has reached the paid-in capital of the Company, the appropriation is no longer required. For the remainder, the board may appropriate or reverse the special reserve according to laws and regulations. If there is any remaining balance, combine it with the accumulated undistributed earnings, and the Board shall formulate the proposal for earnings distribution and submit it to the shareholders’ meeting for the resolution of the distribution of shareholders’ bonuses.
The dividend policy of the Company considers future capital requirements and long-term financial planning. If the distributable earnings of the year are less than 15% of the paid-in capital, the distribution will not be made. If the distributable earnings of the year are more than 15% of the paid-in capital, no less than 10% of the distributable earnings shall be allocated as shareholders’ bonuses, and cash dividends shall be no less than 10% of the total dividends distributed each year.
Chapter 7 Supplementary Provisions
Article 22: Unaddressed matters in the Articles shall be subject to the Company Act and Securities and Exchange Act.
Article 23: The Articles were established on December 7, 1972.
The 1st amendment was made on May 1.
The 2nd amendment was made on March 29, 1974.
The 3rd amendment was made on November 17, 1977.
The 4th amendment was made on November 17, 1977.
The 5th amendment was made on September 18, 1979.
The 6th amendment was made on December 15, 1980.
The 7th amendment was made on June 15, 1981.
The 8th amendment was made on June 15, 1981.
The 9th amendment was made on October 29, 1983.
The 10th amendment was made on September 25, 1985.
The 11th amendment was made on November 10, 1987.
The 12th amendment was made on November 14, 1989.
The 13th amendment was made on June 17, 1990.
The 14th amendment was made on May 26, 1991.
The 15th amendment was made on January 31, 1998.
The 16th amendment was made on June 18, 1998.
The 17th amendment was made on April 26, 2000.
The 18th amendment was made on April 27, 2001.
The 19th amendment was made on June 10, 2002.
The 20th amendment was made on June 10, 2002.
The 21st amendment was made on June 9, 2003.
The 22nd amendment was made on June 9, 2003.
The 23rd amendment was made on June 14, 2005.
The 24th amendment was made on June 13, 2008.
The 25th amendment was made on June 10, 2009.
The 26th amendment was made on June 15, 2010.
The 27th amendment was made on June 15, 2011.
The 28th amendment was made on June 19, 2012.
The 29th amendment was made on June 14, 2013.
The 30th amendment was made on June 11, 2015.
The 31st amendment was made on June 8, 2016.
The 32nd amendment was made on June 13, 2018.
The 33rd amendment was made on July 30, 2021.
The 34th amendment was made on December 16, 2021.
The 35th amendment was made on June 8, 2022.
The 36th amendment was made on June 9, 2023.
The 37th amendment was made on June 10, 2025.
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【Appendix 2】 Rules of Procedure for Shareholders’ Meeting
Phihong Technology Co., Ltd.
Rules of Procedure for Shareholders’ Meeting
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Except for otherwise stated in laws and regulations, shareholders’ meetings of the Company shall be subject to the Rules.
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The Company shall furnish a signature book for attending shareholders to sign, or attending shareholders may hand in a sign-in card instead.
The number of attending shares shall be the number of shares based on the signature book or the sign-in cards and the sign-ins on the video conference platform, plus the number of shares that exercise the voting rights in writing or via electronic means.
The Company shall set out the time to accept the sign-ins of shareholders, solicitors, and proxies (the “shareholders”), sign-in venue, and other matters of notice in the meeting notice.
The time for accepting the sign-ins of shareholders in the preceding paragraph shall be 30 minutes before the commencement of the meeting. The sign-in place shall have specific signs and sufficient and responsible personnel shall be appointed. For a shareholders’ meeting via a video conference, the sign-in shall be accepted at the video conference platform 30 minutes before the commencement of the meeting, and shareholders who completed the sign-in are deemed to have attended the shareholders’ meeting in person.
If the shareholders’ meeting is convened by way of a video conference, a shareholder who intends to attend the meeting via the video conference shall register with the Company two days before the shareholders’ meeting.
If the shareholders’ meeting is convened by way of a video conference, the Company shall upload the meeting handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes before the commencement of the meeting and continue to disclose them until the end of the meeting.
2-1. If the Company convenes a shareholders’ meeting via a video conference, it shall set out the following matters in the meeting notice:
I. The methods for shareholders to participate in the video conference and exercise their rights.
II. The handling methods of obstacles of the video conference platform or the participation via a video conference due to natural disasters, accidents, or other force majeure shall at least include the following matters:
(I) The time for the postponed or continued meeting, as the abovementioned obstacles that occurred cannot be eliminated, and the date for the postponed or resumed meeting.
(II) Shareholders who did not register to participate in the initial shareholders’ meeting via a video conference may not participate in the postponed or resumed meeting.
(III) When convening a video-assisted shareholders’ meeting and the video conference cannot be continued, if the total number of attending shares after deducting the number of attending shares participating in the shareholders’ meeting via a video conference reaches the statutory quota for the shareholders’ meeting, the shareholders’ meeting shall be continued. For shareholders who participated via a video conference, their number of attending shares shall be included in the total number of shares of attending shareholders, and they shall be deemed waiving their rights for all the proposals of the shareholders’ meeting.
(IV) Handling methods for having the results of all proposals announced without any extempore motion.
III. When convening a virtual shareholders' meeting, set out appropriate substitutive measures for shareholders who have difficulties participating in the shareholders' meeting via a video conference.
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Shares shall be adopted as the calculation basis for the attendance and voting at a shareholders' meeting.
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The venue for the shareholders' meeting shall be at the location of the Company or a place that is convenient for shareholders to attend and suitable for convening the shareholders' meeting. The starting time of the meeting shall not be earlier than 09:00 a.m. or later than 03:00 p.m.
The Company is not restricted by the convening venue in the preceding paragraph when it convenes a virtual shareholders' meeting.
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If the shareholders' meeting is convened by the Board, the Chairman shall serve as the chairperson. If the Chairman is on leave or is unable to exercise his/her powers due to other reasons, the Vice Chairman shall act on his/her behalf. If there is no Vice Chairman or if the Vice Chairman is on leave or is unable to exercise his/her powers due to other reasons, the Chairman shall appoint a Managing Director to act on his/her behalf. If there is no Managing Director, a Director shall be appointed to act on the Chairman's behalf. If the Chairman did not appoint any proxy, a person shall be elected among Managing Directors or Directors to act on the Chairman's behalf.
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The Company may appoint the attorney, CPAs, or relevant personnel it engaged to present at the shareholders' meeting.
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The Company shall have audio and video recordings throughout a shareholders' meeting, which shall be kept for at least one year.
The video and audio data in the preceding paragraph shall be retained for at least one year. However, if a shareholder files a lawsuit according to Article 189 of the Company Act, it shall be kept until the lawsuit is resolved (including appeals).
If the shareholders' meeting is convened via a video conference, the Company shall record and keep the enrollment, registration, sign-ins, questions, voting, vote counting results, and other data, and have undisrupted audio and video recordings continuously throughout the video conference.
The data and the audio and video recordings in the preceding paragraph shall be retained by the Company during its duration, and the audio and video recordings shall be provided to the person who was engaged to make arrangements for the video conference for preservation.
- The chairperson shall call the meeting to order upon the meeting time. However, when the attending shareholders do not represent over half of the total issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders do not represent over one-third of the total issued shares after two postponements, the chairperson shall declare the meeting adjourned. If the meeting is held by video conference, the Company shall announce the meeting adjourned on the video conference platform.
If a quorum is not met after two postponements as described in the preceding paragraph, but the attending shareholders represent over one-third of the total issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act. All shareholders shall be notified of the tentative resolution, and another shareholders meeting shall be convened within one month. If the meeting is held by video conference, the shareholders who intend to attend via video conference shall register with the Company again pursuant to Article 2.
If the meeting is still in progress, and the attending shareholders represent more than half of the total issued shares, the chairperson may resubmit the tentative resolution to the shareholders' meeting for voting, pursuant to Article 174 of the Company Act.
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- If the shareholders' meeting is convened by the Board, the meeting agenda shall be set by the Board, and the meeting shall proceed in accordance with the scheduled agenda, which shall not be changed without a resolution of the shareholders' meeting.
If a shareholders' meeting is convened by a person with the rights to convene a meeting, other than the Board, the provisions of the preceding paragraph shall apply.
Any change in the convening method of a shareholders' meeting shall be resolved by the Board and shall be made at least before the notice of the shareholders' meeting is dispatched.
The chairperson may not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda in the preceding three paragraphs (including extempore motions).
After the adjournment of the meeting, shareholders may not otherwise elect a chairperson to continue the meeting at the initial venue or another venue sought. However, if the chairperson declares the meeting adjourned in violation of the Rules of Procedure, a person may be elected as the chairperson, with consent from attending shareholders' with over half of the voting rights, to continue the meeting.
- Before speaking, an attending shareholder shall specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance certificate number), and account name. The order in which shareholders speak will be set by the chairperson.
If an attending shareholder only submits a speaker's slip but does not speak, it shall be deemed no speech. If the content of the speech is inconsistent with the speaker's slip, the content of the speech shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have obtained the consent of the chairperson and the speaking shareholder; the chairperson shall stop any violation.
- Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. However, the chairperson may stop a shareholder's speech if the shareholder has violated the rules or exceeded the scope of the topic.
When a corporation is engaged to attend the shareholders' meeting, it may only appoint one person to attend. When a corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chairperson may respond or direct relevant personnel to respond.
If the shareholders' meeting is convened by video conference, the shareholders who participated in the meeting by video conference may ask questions on the video conference platform in text after the chairperson calls the meeting to order and before the meeting is adjourned. The number of questions on each proposal shall not exceed two times, and each time shall not exceed 200 words, and paragraphs 1 and 2 shall not apply.
- When the chairperson deems that it is time for voting, the chairperson may announce the discussion closed and put the proposals to a vote.
The scrutineers and counting personnel for the voting of proposals shall be appointed by the chairperson, provided that the scrutineers shall be shareholders. The results of voting shall be reported on the site, and records shall be made.
- Unless otherwise provided by the Company Act and the Company's Articles of Incorporation, the voting of resolutions shall be subject to approval by receiving attending shareholders with over half of the voting rights. When voting, the proposals shall be put to vote one by one. If no objection is voiced after the chairperson consulted all the attending shareholders, the proposal shall be deemed to have been passed, and the effectiveness shall be the same as being voted.
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When the Company convenes a shareholders' meeting via a video conference, the shareholders who participated in the video conference shall vote on each proposal and the election through the video conference platform after the chairperson calls the meeting to order. The voting shall be completed before the chairperson announces the end of the voting, and those who vote late shall be deemed waiving their rights.
If the shareholders' meeting is convened by video conference, the results of the votes shall be counted at once after the chairperson announces the end of the vote, and the results of the vote and the election shall be announced.
When the Company convenes a video-assisted shareholders' meeting, if the shareholders who have registered for attending the shareholders' meeting via a video conference in accordance with Article 6 intend to attend the meeting in person, they shall cancel the registration two days before the meeting in the same manner as the registration. If the cancelation is late, they may only attend the shareholders' meeting via a video conference.
If a shareholder exercises his/her voting right in written or via electronic means, has not revoked the intent of expression and has participated in the shareholders' meeting by way of video conferencing, except for extempore motions, the shareholder may not exercise the voting right on the original proposals, or propose amendments to the original proposals, or exercise the voting right on the amendments to the original proposals.
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During the meeting, the chairperson may discretionally announce a break.
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If there is an amendment or substitute to the same proposal, the chairperson shall combine them with the original proposal and decide the voting sequence. If any of the proposals have been approved, the other proposals shall be deemed rejected, and no further voting is required.
The chairperson may direct the proctors (or security personnel) to help maintain order in the meeting venue. When the proctors (or security personnel) assist in maintaining order at the meeting venue, they shall wear badges or ID cards marked with "Proctor."
- Meeting minutes shall be prepared for resolutions made at the shareholders' meeting; the minutes shall be distributed to shareholders within 20 days from the meeting, after being signed or sealed by the chairperson. The preparation and distribution of the meeting minutes may be done via electronic means.
For the distribution of the meeting minutes in the preceding paragraph, the Company may make announcements by uploading them to the MOPS.
The minutes shall be preserved permanently during the existence of the Company.
If the shareholders' meeting is convened by video conference, the meeting minutes shall record the starting and ending time of the meeting, the convening method of the meeting, the name of the chairperson and the minute taker, and the handling method and the handling methods of obstacles of the video conference platform or the participation via a video conference due to natural disasters, accidents, or other force majeure.
In addition to the requirements in the preceding paragraph, the Company shall also set out the substitutive measures for shareholders who have difficulties in participating in the shareholders' meeting via a video conference when the Company convenes a virtual shareholders' meeting.
- For the number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares with shareholders attending in writing or via electronic means, the Company shall accurately disclose them in the venue of the shareholders' meeting on the day of the shareholders' meeting by using the statistical chart prepared according to the specification. When the shareholders' meeting is convened via a video conference, the Company shall upload the abovementioned data to the video conference platform of the shareholders' meeting at least 30 minutes before the commencement of the meeting, and it shall be disclosed continuously until the end of the meeting.
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When the Company convenes a shareholders’ meeting via a video conference, the total number of shares represented by the attending shareholders shall be disclosed on the video conference platform when the meeting is called to order. The same shall apply to the total number of shares and the number of voting rights represented by the attending shareholders, if any, at the meeting.
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If the shareholders' meeting is convened by video conference, the Company shall disclose the voting results of the proposals and the election results on the video conference platform in a timely manner after the end of voting, according to the requirements, and shall continue to disclose the results for at least 15 minutes after the chairperson announces the meeting adjourned.
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When the Company convenes a virtual shareholders’ meeting, the chairperson and the minutes taker shall be at the same venue in the country. The chairperson shall announce the address of the venue when calling the meeting to order.
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If the shareholders' meeting is convened by video conference when calling the meeting to order, the chairperson shall announce that the meeting is not postponed or resumed pursuant to paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. Before the chairperson announces the meeting adjourned, if there are obstacles to the video conference platform or the participation via a video conference due to natural disasters, accidents, or other force majeure that continue for over 30 minutes, the requirements in Article 182 of the Company Act shall not apply to the date of the postponed or resumed meeting within five days.
When the postponed or resumed meeting in the preceding paragraph occurs, shareholders who did not register to participate in the initial shareholders’ meeting via a video conference may not participate in the postponed or resumed meeting.
If the meeting is postponed or resumed in accordance with paragraph 1, regarding shareholders who have registered to attend the original meeting and have completed the sign-in but failed to participate in the postponed or resumed meeting, their number of shares for the attendance of the original meeting, and voting rights and election rights exercised shall be included in the total number of shares, voting rights and election rights of the attending shareholders at the postponed or resumed meeting.
If the shareholders' meeting is postponed or resumed pursuant to paragraph 1, proposals with voting and counting completed and the results announced, or the list of elected Directors and supervisors are not required to be re-discussed and resolved.
When the Company convenes a video-assisted shareholders’ meeting, and the meeting cannot be continued as stated in paragraph 1, if the total number of attending shares after deducting the number of attending shares participating in the shareholders’ meeting via a video conference reaches the statutory quota for the shareholders’ meeting, the shareholders’ meeting shall be continued, and the postponed or resumed meeting in paragraph 1 is no longer required.
When the continuation of the meeting in the preceding paragraph occurs, for shareholders who participated via a video conference, their number of attending shares shall be included in the total number of shares of attending shareholders, and they shall be deemed waiving their rights for all the proposals of the shareholders’ meeting.
If the Company postpones or resumes the meeting in accordance with paragraph 1, it shall complete the preparation work in accordance with the initial date of the shareholders' meeting and the relevant provisions of each article in compliance with paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
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When convening a virtual shareholders’ meeting, the Company shall provide appropriate substitutive measures for shareholders who have difficulties in participating in the shareholders’ meeting via a video conference.
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The Rules were implemented after being approved by the shareholders’ meeting, and the same shall apply to any amendment.
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【Appendix 3】 Regulations for Elections of Directors
Phihong Technology Co., Ltd.
Regulations for Elections of Director
Article 1: Except for otherwise stated in the Company Act and the Articles of Incorporation, the election of the Company’s Directors shall be subject to the Regulations.
Article 2: Directors of the Company shall be elected by the shareholders’ meeting among capable persons based on the number stated in the Articles of Incorporation, and those who receive votes that represent more election rights shall be elected as Directors based on the sequence. If the number of persons elected is exceeded as there are two persons or more who receive the same number of votes, those who received the same number of votes shall draw lots for determination; the chairperson shall draw lots on behalf of those who are absent. The candidate nomination system in Article 192-1 of the Company Act is adopted for the election of the Company’s Directors. Matters related to the acceptance methods for the nomination of Director candidates and announcements are subject to the Company Act, Securities and Exchange Act, and relevant laws and regulations.
Article 3: For the election of Directors, each share possesses election rights that are equivalent to the number of persons to be elected, and such rights may be used to elect one person concentratedly or more persons separately.
Article 4: The Board shall prepare the ballots that are equivalent to the number of Directors to be elected, fill in the number of eligible votes, and distribute them to shareholders who attend the shareholders’ meeting.
Article 5: Before the commencement of the election, the chairperson shall designate multiple scrutineers and counting personnel to execute relevant duties.
Article 6: The Board shall set up the ballot box for the election of Directors, and the box shall be checked by scrutineers in public before voting.
Article 7: If an electee is a shareholder, the voter shall fill in the account name and the shareholder account No. of the electee in the “electee” column on the ballots. If an electee is not a shareholder, the name and ID No. of the electee shall be filled in. However, if the government or a corporate shareholder is the electee, fill in the name of the government or corporation in the column of electee account name on the ballots, or fill in the name of the government or corporation and the name of its representative; when there are multiple representatives, fill in the names of representatives, respectively.
Article 8: Ballots with any of the following circumstances are deemed invalid:
I. Ballots not put into the ballot box.
II. Ballots not specified in the Regulations.
III. Blank ballots not completed by voters.
IV. The identity or shareholder account No. of an electee who is a shareholder filled in is not consistent with the shareholders’ register; the identity or ID No. of an electee who is not a shareholder is inconsistent after verification.
V. Ballots with other text other than the name and shareholder account No. or ID No. of the electee.
VI. Ballots that are unidentifiable due to poor handwriting.
VII. Ballots with any of the names, account No. and the number of election weights of the electee being altered.
VIII. Ballots with names that are equivalent to other shareholders without filling in the shareholder account No. or ID No. for identification.
Article 9: The votes shall be counted after the completion of voting, and the counting results shall be announced by the chairperson on the site.
Article 10: The Regulations were implemented after being approved by the shareholders’ meeting, and the same shall apply to any amendment.
The 1st amendment was made on June 8, 2016.
The 2nd amendment was made on June 19, 2019.
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【Appendix 4】 Shareholdings of All Directors
Plihong Technology Co., Ltd.
Shareholdings of All Directors
As of the book closure date for the shareholders' meeting (April 13, 2026), the total number of issued shares of the Company was 424,772,416, and the number of shares held by the individual and all directors is set out in the following table:
| Title | Account name | Number of shares held (share) | Ratio to the total number of issued shares at present (%) |
|---|---|---|---|
| Chairman | Lin, Chung-Min | 54,541,837 | 12.84% |
| Vice Chairman | Chen, Chun-Cheng | 435 | 0.00% |
| Director | Kuan Feng Investment Ltd. Representative: Lin, Kuan-Hong | 3,374,625 | 0.79% |
| Director | Kuan Feng Investment Ltd. Representative: Chiang, Wei-Feng | 3,374,625 | 0.79% |
| Director | Lin, Fei-Hong | 3,644,122 | 0.86% |
| Independent Director | Hong, Yu-Yuan | 0 | 0.00% |
| Independent Director | Lin, Kuei-Hong | 20,578 | 0.00% |
| Independent Director | Wu, Chung-Shu | 0 | 0.00% |
| Independent Director | Kang, Hui-Mei | 0 | 0.00% |
| Total of all Directors | 61,581,597 | 14.49% |
Note 1: The number of shares that shall be held by all Directors according to the law was 16,000,000 shares. As of the book closure date for the shareholders' meeting, the number of shares held was 61,561,019 (excluding shareholdings of Independent Directors), which complied with the ratio standards under Article 26 of the Securities and Exchange Act.
Note 2: The Company has established its Audit Committee; therefore, the number of shares that shall be held by supervisors according to the law is not applicable.