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PRIME — AGM Information 2026
May 18, 2026
52512_rns_2026-05-18_4881f649-d493-4274-bfcd-4e4be35c24e9.pdf
AGM Information
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Stock Code: 6152
Prime
Prime Electronics and Satellites Incorporation
2026 Meeting of Shareholders
Handbook
Meeting: Physical meeting of shareholders
Time: 9 a.m. on Thursday, June 11, 2026
Place: Prime Electronics and Satellites Incorporation
Staff Cantina. No. 3, Ziqiang 1st Rd., Zhongli Dist.,
Taoyuan City.
Tables of Contents
Meeting Procedure ... 1
Meeting Agenda ... 2
1. Report Items ... 3
2. Ratification and Discussion Items ... 4
3. Election matters: ... 5
4. Other Proposals: ... 6
5. Questions and Motions ... 6
6. Adjournment ... 6
7. Attachments ... 1
Attachment 1. Business Report ... 1
Attachment 2. Audit Committee’s Review Report ... 5
Attachment 3. The Company’s Compensation Policy and Payment Report for the Year 2025 ... 6
Attachment 4. Financial Statements and Schedules for the Year 2025 ... 8
Others ... 23
8. Appendice ... 33
Appendix 1. Rules of Procedure for Shareholder Meetings ... 33
Appendix 2. Article of Incorporation ... 37
Appendix 3. Director Nomination Procedure ... 42
Appendix 4. Shareholding Status of All Shareholders ... 45
Appendix 5. Other Matters ... 46
1
Prime Electronics and Satellites Incorporation
2026 Annual Meeting of Shareholders
Meeting Procedure
- Call the Meeting to Order
- Chairman Remarks
- Report Items
- Ratification and Discussion Items
- Election matters
- Other Proposals
- Questions and Motions
- Adjournment
2
Prime Electronics and Satellites Incorporation
2026 Annual Meeting of Shareholders
Meeting Agenda
Time: 9 a.m. on Thursday, June 11, 2026
Place: Prime Electronics and Satellites Incorporation Staff Cantina.
No. 3, Ziqiang 1st Rd., Zhongli Dist., Taoyuan City.
Meeting: Physical meeting of shareholders
- Call the Meeting to Order
- Chairman Remarks
- Report Items
- 2025 Business Report
- Audit Committee’s Review Report on the 2025 Financial Statements
- 2025 Employee and Director Compensation Distribution Report
- 2025 Directors’ Compensation Payment Report
- Ratification and Discussion Items
- Ratification for 2025 Business Report and Financial Statements
- Ratification for 2025 Profit and Loss Appropriation
- Election matters
- Election of Independent Directors for the Company.
- Other Proposals
- Discussion to approve the lifting of non-competition restrictions for directors of the Company.
- Questions and Motions
- Adjournment
3
1. Report Items
Report No. 1: 2025 Business Reports
Explanation: The 2025 Business Report is attached as pp 7-11., Attachment 1
Report No. 2: Audit Committee’s Review Report on the 2025 Financial Statements.
Explanation: Audit Committee’s Review Report on the 2025 Financial Statements is attached as pp 12., Attachment 2.
Report No.3: 2025 Employee and Director Compensation Distribution Report
Explanation: The individual financial statements for the year ended 2025 show a pre-tax net loss of NT$215,845,500. The proposal for the allocation of directors’ and employees’ compensation was approved by the compensation committee and the board of directors on March 12, 2026. As there was no profit after the final accounting for the year 2025, it is proposed not to distribute employee compensation and director compensation for this year.
Report No.4: Report on Directors’ Remuneration Payments for 2025.
Explanation: For the Company’s director remuneration policy and detailed compensation report for the year 2025, please refer to pp13., Attachment 3.
2. Ratification and Discussion Items
Proposal No. 1: Approval of the annual business report and financial statements of the company for year 2025 (proposed by the board of directors).
Explanation: 1. The Business Report 2025, Individual Financial Statements, and Consolidated Financial Statements for year 2025 of the company, have been approved by the board of directors, and the above financial statements have been audited by Ernst & Young Certified Public Accountants. In addition, the Business Report, Individual Financial Statements, and Consolidated Financial Statements have been audited by the Audit Committee, and a written audit report is on file.
- Please refer to Attachment 4 on pages 14 to 32 of this manual for details of the various statements.
Resolution:
Proposal No. 2: Approval of Profit and Loss Appropriation for Year 2025 of the company (proposed by the board of directors).
Explanation: 1. The Company incurred a net loss after tax of NT$246,484,760 for the year 2025. After adding the beginning accumulated deficit of NT$449,258,660, the total accumulated deficit amounted to NT$695,743,420. After offsetting the deficit with capital surplus—share premium of NT$291,899,447, the ending accumulated deficit to be covered was NT$403,843,973. It is proposed that no shareholder dividend be distributed for year 2025.
- The Loss Appropriation for Year 2025 is as follows:
Prime Electronics and Satellites Incorporation
The Loss Appropriation for Year 2025
Unit: NTD
| Item | Amount | Remark |
|---|---|---|
| Total | ||
| Beginning Balance | $(449,258,660) | |
| Plus: Net Income for the Current Period | (246,484,760) | |
| End Balance of Accumulated Deficit to be Carried Forward | (695,743,420) | |
| Sources of covering accumulated losses | ||
| Plus: Additional Paid-in Capital - Share Premium | 291,899,447 | |
| End Balance of Accumulated Deficit to be Carried Forward | $(403,843,973) | |
Chairman: Hsu, ching-Hui
General Manager: Chen, Yen-Shih
Chief Accountant: Chang, Hsiao-Ping
Resolution:
5
3. Election matters:
Report 1: By-election of Independent Director(s) of the Company is hereby submitted for election.
(Proposed by the Board of Directors)
Explanation: 1. The term of office for the current Board of Directors commenced on June 12, 2024, and will expire on June 11, 2027.
-
To meet operational needs and strengthen corporate governance, the Company proposes to elect one additional Independent Director at the 2026 Annual Shareholders' Meeting in accordance with the Articles of Incorporation. The term of office shall commence on the date of election at the 2026 Annual Shareholders' Meeting, from June 11, 2026, until the expiration of the current Board's term.
-
In accordance with Article 13 of the Company's Articles of Incorporation, the election of Directors (including Independent Directors) shall adopt a candidate nomination system. The qualifications of the Independent Director candidates have been reviewed and approved by the Board of Directors on March 12, 2026. The list of Independent Director candidates is as follows:
(1) List of candidates nominated by the Board of Directors.
| No. | Name | Account Number | Share holding | Educational qualifications | Main Experience | Title |
|---|---|---|---|---|---|---|
| 1 | Shu, Cheng-Yi | – | 0 | Ph.D. in Finance, National Chengchi University. | Professor, Department of International Business and Trade, National Chengchi University. | |
| Independent Directors of Lebledor F&B Co., Ltd. | ||||||
| Professor and Chair, Department of Finance, National Central University. | ||||||
| Visiting Assistant Professor, University of Notre Dame. | Independent director |
(2) List of shareholder nominees: None.
Election results:
6
4. Other Proposals:
Report 1: The proposal to lift the non-compete restrictions on newly appointed independent directors is under discussion and submitted for approval. (Proposed by the Board of Directors)
Explanation: 1. According to Article 209 of the Company Law, "Directors shall explain the important contents of their own or others' actions within the scope of the company's business to the shareholders' meeting and obtain their permission."
-
This fiscal year of 2026, the Company will conduct a comprehensive election of directors. For newly elected directors, if there is a necessity to engage in activities within the Company's business scope for themselves or others, and under the premise of not harming the interests of the Company, it is proposed to seek approval from the shareholders' meeting in accordance with the provisions of Article 209 of the Company Law to lift the restrictions on competition for new directors.
-
The proposed lifting of restrictions on competition for newly elected directors includes the following:
| Title in The Company | Name | Job tile in other companies |
|---|---|---|
| Independent director | Shu, Cheng-Yi | Professor, Department of International Business and Trade, National Chengchi University. |
| Independent Directors of Lebledor F&B Co., Ltd. |
Resolution:
5. Questions and Motions
6. Adjournment
- Attachments
Attachment 1. Business Report
2025 Business Report
Dear Shareholders,
First of all, we would like to express our deepest gratitude on behalf of Prime Electronics and Satellites Incorporation for your long-term support and affection!
(1) Operating Results:
Unit: Thousand NTD; %
| Item Year | Year 2024 | Year 2025 | Increased (Decreased) Amount | Percentage of Change % |
|---|---|---|---|---|
| Operating Revenue | 2,268,560 | 1,571,397 | (697,163) | (31) |
| Gross Profit from Operations | 375,203 | 207,416 | (167,787) | (45) |
| Operating Expenses | 546,059 | 514,310 | (31,749) | (6) |
| Operating Profit (Loss) | (170,856) | (306,894) | (136,038) | (80) |
| Non-Operating Income and Expenses | 130,985 | 90,002 | (40,983) | (31) |
| Net Profit for the Period (Loss) | (40,505) | (246,907) | (206,402) | (510) |
| Net Profit Attributable to the Owners of the Parent Company | (39,234) | (246,485) | (207,251) | (528) |
Financial Performance Overview for 2025: The Company's consolidated operating revenue for 2025 was NTD 1,571,397 thousand, a decrease of NTD 697,163 thousand compared to NTD 2,268,560 thousand in 2024. Gross profit margin decreased from 16% in the previous year to 13% due to changes in the product sales mix. Regarding operating expenses and non-operating income, although operating expenses decreased by NT$31,749 thousand due to sales-related expenses in 2025, net non-operating income decreased by NT$40,983 thousand compared to the same period last year due to net foreign exchange losses. In summary, the net loss attributable to the parent company's owners after tax for 2025 was NTD 246,485 thousand, with earnings per share of -1.47.
(2) Budget Execution Status:
As the Company has not publicly disclosed financial forecasts for fiscal year 2025, there is no requirement to disclose budget execution status.
(3) Financial Income, Expenditure and Profitability Analysis
Unit: thousand NTD; %
| Item | Year 2024 | Year 2025 | |
|---|---|---|---|
| Net Cash Inflow (Outflow) from Operating Activities | 35,795 | (359,800) | |
| Financial Structure | Debt to Assets Ratio (%) | 46.45 | 56.60 |
| Ratio of Long-Term Capital to Property, Plant and Equipment (%) | 421.55 | 375.06 | |
| Solvency | Current Ratio (%) | 183.71 | 146.89 |
| Quick Ratio (%) | 123.81 | 87.34 | |
| Profitability | Return on Total Assets (%) | (1.17) | (8.27) |
| Return on Equity (%) | (2.68) | (17.81) |
| Net profit before tax as a percentage of paid-in capital (%) | (2.37) | (12.93) |
|---|---|---|
| Net Profit Margin (%) | (1.78) | (15.71) |
| Earnings per Share after Tax (NTD) | (0.23) | (1.47) |
(4)Research and Development Status
In the fiscal year ended 2025 the Company invested NTD 214,688 thousand in research and development expenses, which is equivalent to NTD 229,696 thousand in fiscal year 2024. This continued investment aims to enhance product service customization capabilities through new product development and the application of new technologies.
Regarding the products, the company is not merely a manufacturer of simple STB hardware products. Instead, it selectively accepts orders for OEM products. In terms of product development technology, the company emphasizes on high flexibility and customization. In addition, in the market development strategy, the company has gradually adjusted the ratio of order acceptance, to increase the direct interactions with operators, and to meet their requirements for product customization in both software and hardware. This aims to enhance the company's technical development services and competitive advantage.
The company specializes in the development of STB industry and possesses a complete system of authorized encryption (CAS & DRM), with the focus on software development and system integration, as well as the maintenance services of STB products. The products cover various applications such as traditional broadcasting DVB STB, internet television, IPTV & streaming contents OTT STB, and hybrid IP + DVB. Additionally, the company provide end-to-end system integration and customized solutions. This year, Google Android TV pure IP or dual-mode set-top boxes remain our main focus of development. However, due to memory shortages and soaring prices, we are also developing OTT set-top boxes based on the Linux platform and supporting HTML5 browsers. This reduces the product's memory requirements and provides customers with more product options. Furthermore, we continue to invest in high-end product development, choosing solutions that utilize the latest 6nm process chips, including built-in NPUs and high-end GPUs. This allows our products to develop AI-related applications while achieving both high performance and low power consumption.. In response to the growing popularity of OTT-connected services, the Company has also independently developed a Remote Device Management (RDM) system solution, which enables operators to perform remote diagnostics and troubleshooting, thereby reducing on-site maintenance costs. The system also supports remote device control and management. In addition, it offers an advertising push mechanism, and an emergency notification feature delivered through ticker-style scrolling messages.
Following our investment in XGSPON / Tri-Band WiFi7 BE19000 broadband gateway devices based on Qualcomm solutions, which have now entered the customer sampling and verification stage. In addition, the GPON/WiFi7 BE7200 product developed based on the Airoha/MTK solution was successfully mass-produced and delivered last year. In the new year, based on market demand and customer feedback, we will continue to invest in the mainstream product development of XGSPON/Dual-Band WiFi7 BE7200 using Realtek solutions to improve cost-effectiveness and product competitiveness. The first batch of samples will be available for testing and verification by operators in Japan and South America in the second quarter of 2025.
In the development of AI-related technologies and products, we are focusing on strengthening core technologies such as AI speech recognition and image recognition. We are actively investing in the development of smart office automation systems. Additionally, we are leveraging our internally developed AI models to flexibly apply them to various fields and industries, aiming to diversify our AI product offerings, enhance market competitiveness, and address the growing demand for smart networks and smart homes.
Following the Low Earth Orbit Satellite Maritime Application Science and Technology Project, we will continue to invest more Research and Development resources in the research and development of low Earth Orbit satellite equipment-related technologies. Leveraging our company's expertise in microwave communication high-frequency circuit design technology and antenna Research and Development, we will collaborate with Taiwanese beamingforming IC manufacturers to develop a new generation of flat panel antenna solutions. This product also responds to the latest network technologies
and aligns with the government's policy of localizing low Earth Orbit satellite communications, while allowing the company to continue participating in the development of products in the field of multi-orbit satellite network communications.
II. Outline of Business Operation in 2026
(1) Operational Strategies
- Deepen the integration and development of digital audio-visual and OTT
With the continued advancement of diverse digital content and high-speed broadband services, the demand for high-definition online video and audio is growing rapidly. In addition to traditional satellite, cable, and wireless broadcast video and audio services, consumers are also using OTT streaming platforms such as YouTube, Netflix, Disney+, and Amazon Prime Video via the internet, driving the development of set-top box (STB) products towards an integrated content ecosystem. Our company will continue to strengthen its product platform integration capabilities, providing complete solutions that combine traditional video and audio services with OTT services to enhance product competitiveness.
- Investing in the research and development of high-specification broadband and next-generation communication technologies
In response to the rapid evolution of broadband technology and the continuous increase in market demand, the company will continue to invest in the research and development of WiFi and xPON related technologies. In line with the market penetration of 4K ultra-high-definition set-top boxes, the company will actively develop products with new-generation functions such as Bluetooth and WiFi-7, as well as xPON Gateway equipment, optimize the product portfolio, enhance order taking capabilities, and strengthen revenue growth and gross profit structure.
- Increase the proportion of operators and strategic alliance cooperation
In terms of market strategy, the company will gradually increase the proportion of sales directly to telecommunications and video operators, while actively seeking cooperation opportunities with both peers and other industries. Through strategic alliances, it will integrate resources and technological advantages to expand the market with more flexible cooperation models. Furthermore, by simplifying hardware design, integrating the supply chain, and implementing flexible regional production layouts, the company will reduce manufacturing and inventory costs, thereby improving overall operational efficiency and profitability.
- Explore software service opportunities and deepen customer partnerships
In addition to continuously providing integrated hardware and software equipment, the company is also deepening its cooperation with existing carrier customers to develop software services, including existing system maintenance, new feature development, system updates and upgrades. Through the introduction of software services, we not only enhance the added value of existing hardware platforms, but also gradually establish a sustainable source of service revenue and deepen long-term cooperative relationships with customers.
- Accelerate the implementation of AI technology and expand cross-domain intelligent applications:
Our company's independently developed "AI Smart PBX System" utilizes Natural Language Processing (NLP) technology to help SMEs achieve unmanned voice PBX operations. In the future, we will continue to optimize the audio-visual recognition AI model, expanding its application to different industry scenarios to enhance the commercial value and operational scale of AI technology.
- Deepen the development of investment projects
Our subsidiary, Cheng Yi Electronics, is a professional digital voice broadcasting (DAB) solution provider. Its independently developed DAB IC products are mainly targeted at the European market. With its high cost-performance ratio, it has gained high recognition from customers in recent years. In the future, it will continue to expand its market penetration and strengthen its product competitive advantage.
(2) Prospect of Selling Quantities and Its Basis: Not applicable
(3) Manufacturing and Selling Policies:
- Enhance production efficiency and yield across all manufacturing processes to reduce production costs.
- In response to localization requirements mandated by government regulations in different regions, the Company is actively seeking strategic local partners to complement each other's strengths and create
win-win outcomes.
- Continue to adjust and increase the proportion of direct engagement with operators, and boost shipments of DAB and smart PABX system products.
III. Future Development Strategies
The Company’s future development strategies will focus on the following objectives:
(1) Improve operational efficiency, reduce costs and expenses, and enhance profitability.
(2) Provide system integrated solutions and customized solutions to maintain flexibility and adaptability.
(3) Leverage AI application platforms along with the Company’s expertise in video and audio technologies to actively promote smart home products.
IV. Impact of External Competitive Environment, Regulatory Environment, and Overall Business Environment
The electronics industry is characterized by rapid changes and fast-paced technological advancements. In addition to continuously monitoring industry trends, the Company places strong emphasis on enhancing research and development capabilities, with product planning and market strategies carefully aligned to medium- and long-term objectives. To address overall environmental challenges, the Company adopts flexible and agile management strategies while maintaining close collaboration with customers to secure a competitive edge in an intensely competitive market. In response to product and market differentiation, the Company continues to strengthen partnerships with leading international companies, Conditional Access system providers, and upstream chipset suppliers. The Company actively participates in and pursues new project bids while keeping abreast of new technologies for market applications. On another front, the Company is committed to cultivating research and development talent, integrating AI applications with DAB technologies, and retaining top-tier personnel. Facing fierce market competition, the Company focuses on the development of high-end niche products, continuous research and development efforts to incorporate new technologies, and providing customized software services for STB (Set-Top Box) solutions. The Company aims to enhance the overall value of the supply chain while promoting the development of smart home systems and DAB-related products by leveraging AI application platforms.
Facing the drastic changes in the industry ecology, and the rapid changes in product life cycle, the company continues to uphold the spirit of "Quality Perfect, Customer First". From the front-end head-end products of system operators to the end-terminal STB products and network application products, we have built a complete product line for smart homes, and continuously improve internal operational efficiency to enhance competitiveness, and to respond to the diverse market and customer needs.
In terms of ESG sustainability, with a focus on environmental stewardship and carbon reduction, we have introduced nearly 40% renewable energy in 2024. In addition, in collaboration with Chunghwa Telecom, we obtained the first carbon label certification for our set-top box products.
Finally, I would like to express my sincere gratitude to all the shareholders, customers, and hardworking colleagues, for your long-term support, persistence, and encouragement.
Wish you all the best!
Chairman: Hsu, Ching-Hui
General Manager: Chen, Yen-Shih
Accounting Manager: Chang, Xiao-Ping
Attachment 2. Audit Committee's Review Report
Prime Electronics and Satellites Incorporation 2025 Audit Committee's Review Report
The Board of Directors has completed the business report, financial statements, and loss allocation plan for year 2025. The financial statements have been audited by accountant Lo, Siao-Jing, and Chen, Guo-Shui of Ernst & Young, with no reservations in their audit report. After review by the Audit Committee, there are no material misstatements in the business report, financial statements, and loss allocation plan, and the documents are following relevant laws and regulations. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby report the aforementioned information to you for your reference.
Sincerely,
Prime Electronics and Satellites Incorporation
Audit Committee Convener: Hsu, Shi-Han
March 12, 2026
Attachment 3. The Company's Compensation Policy and Payment Report for the Year 2025
-
The Company's directors' remuneration includes directors' salaries, transportation allowances, and directors' compensation. The salaries for independent directors, covering their roles as members of the Board and its functional committees, are determined based on industry standards and their level of engagement, and are paid quarterly. Transportation allowances are paid based on actual attendance at Board meetings, with reference to industry benchmarks. Directors' compensation is determined based on the Company's annual operating performance and in accordance with the Article of Incorporation of the Company, which stipulate that up to 3 percent of the annual profit may be allocated as directors' compensation. Such allocation must be approved by the Board of Directors and reported to the Shareholders' Meeting. Each director's share of the allocated amount is calculated based on the ratio of their individual points to the total points of all participating directors. For directors concurrently serving as employees, their remuneration—including salaries, bonuses, and employee compensation—is determined with reference to industry standards for similar positions, taking into consideration their role, responsibilities, and the Company's profitability. These remuneration packages are subject to review by the Compensation Committee and approval by the Board of Directors prior to implementation.
-
Details of Directors' Compensation of Year 2025 are presented in the following table:
| Title | Name | Directors' Remuneration | Total Amount and Ratio to Net Income After Tax for Items A, B, C and D | Remuneration for Directors Concurrently Serving as Employees | Total Amount and Ratio to Net Income After Tax for Items A, B, C, D, E, F and G | Remun- eration Receiv- ed from Affilia- tes (Exclu- ding Subsid- iaries) or Parent Compa- ny | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuner- ation(A) | Retirement and Pension Payments(B) | Directors' Compensati- on(C) | Business Execution Expenses(D) | Salaries, Bonuses and Special Expenses (E) | Retirement and Pension Payments(F) | Employee Compensation(G) | ||||||||||||||||||
| T h e C o m p a n y | All Compa- nies Includ- ed in Finan- cial Statements | The Co mpa- ny | All Compa- nies Includ- ed in Finan- cial Statements | The Co mpa- ny | All Compa- nies Includ- ed in Finan- cial Statements | The Compa- ny | All Compa- nies Includ- ed in Finan- cial Statements | The Compa- ny | All Compa- nies Includ- ed in Finan- cial Statements | The Compa- ny | All Compa- nies Includ- ed in Finan- cial Statements | The Compa- ny | All Compa- nies Includ- ed in Finan- cial Statements | C a s h A m o u n t | Stoc- ck Am o u n t | C a s h A m o u n t | Stoc- ck Am o u n t | Total Amou- nt | Ratio to Net Income e After Tax | Ratio to Net Income e After Tax | Ratio to Net Income e After Tax |
| Chairman concurrently serves as General Manager | Hao, Ching-Hui | 0 | 0 | 0 | 0 | 0 | 0 | 60 | 68 | 60 | -0.02 | 68 | -0.03 | 3,139 | 3,139 | 416 | 416 | 0 | 0 | 0 | 0 | 3,615 | -1.47 | 3,623 | -1.47 | n/a |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Hsieh, De-Cheng | 0 | 0 | 0 | 0 | 0 | 0 | 60 | 68 | 60 | -0.02 | 68 | -0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 60 | -0.02 | 68 | -0.03 | n/a |
| Director | Lee, Shu-Zi | 0 | 0 | 0 | 0 | 0 | 0 | 60 | 60 | 60 | -0.02 | 60 | -0.02 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 60 | -0.02 | 60 | -0.02 | n/a |
| Director | Hsieh, Dong-Lian | 0 | 0 | 0 | 0 | 0 | 0 | 60 | 60 | 60 | -0.02 | 60 | -0.02 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 60 | -0.02 | 60 | -0.02 | n/a |
| Independent Director | Hsu, Shi-Han | 0 | 0 | 0 | 0 | 0 | 0 | 180 | 180 | 180 | -0.07 | 180 | -0.07 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 180 | -0.07 | 180 | -0.07 | n/a |
| Independent Director | Chang, Yi-Chie | 0 | 0 | 0 | 0 | 0 | 0 | 180 | 180 | 180 | -0.07 | 180 | -0.07 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 180 | -0.07 | 180 | -0.07 | n/a |
| Independent Director | Shen, Lan-Jen | 0 | 0 | 0 | 0 | 0 | 0 | 180 | 180 | 180 | -0.07 | 180 | -0.07 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 180 | -0.07 | 180 | -0.07 | n/a |
Attachment 4. Financial Statements and Schedules for the Year 2025
Independent Auditors' Report
To PRIME ELECTRONICS AND SATELLITICS INCORPORATION :
Opinion
We have audited the accompanying parent company only financial statements of PRIME ELECTRONICS AND SATELLITICS INCORPORATION (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 a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 Company's parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
The operating revenue of the Company in the year ended December 31, 2025 amounted to NT$ 1,425,872 thousand. As the sales location diversifies in various countries, including Taiwan, Mainland China, America, Europe, etc., the sales terms for main customers are not the same, the judgment and determination of what the contractual obligations are and the time point of fulfilling them depend on the terms indicated on contracts with customers or documentations of contracts. Therefore, there is significant risk in the recognition of operating revenue, which identified as one of the key audit matters. The audit procedures include (but are not limited to) assessing the appropriateness of the accounting policies relevant to revenue recognition of contractual obligations under sales models, assessing and testing the effectiveness of internal control related to the time point of recognizing revenue in sales cycle, selecting samples to implement testing of details, which include obtaining the contracts or documentations of contracts of main customers, checking the transaction terms to verify the correctness of the recognition of revenues from contractual obligations and the time point of the recognition, implementing analytic review procedures to monthly revenue and cut-off testing during a certain period prior and after the balance sheet date, etc. We also take into consideration the appropriateness of the disclosure of operating revenue in Note 4 and Note 6 to the parent company only financial statements.
Inventory valuation (including the inventories held by the investees accounted for using equity method)
As of December 31, 2025, the inventory valuation loss (including the inventories held by the investees accounted for using equity method) is material to the financial statements. Most of the inventories are customized products, including wireless communication equipment and networking equipment. As the communication techniques changes fast, and the evaluation and calculation of allowance for inventory valuation and obsolescence losses involve significant judgment of management, we identified inventory valuation as one of the key audit matters. The audit procedures include (but are not limited to) evaluating the appropriateness of accounting policies relevant to slow-moving and obsolete inventories (including identification of slow-moving and obsolete inventories), testing the correctness of inventory age, analyzing the variation of inventory age, implementing inventory observation, and check current status of inventory usage, etc. We also take into consideration the appropriateness of the disclosure of inventories in Note 5 and Note 6 to the parent company only financial statements.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the 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 the 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 members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
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 auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :
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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 from on resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’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.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 financial statements or, if such disclosures are inadequate, we are required 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.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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.
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.
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Ernst & Young
Reference number of the approval letter for conducting the auditing and attesting business for the financial report of a public company : (106)No. Financial-Supervisory-Securities-Auditing-1060026003 (110)No. Financial-Supervisory-Securities-Auditing-1100352201
Lo, Hsiao Ching
CPA : Chen, Kuo-Shuai
March 12, 2026
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Individual Balance Sheet
English Translation of Financial Statements Originally Issued in ChinesePRIME ELECTRONICS AND SATELLITICS INCORPORATION
Parent-Company-Only Balance Sheets
As of December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Assets | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Account | % | Account | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4,6(1) | $547,469 | 18 | $732,448 | 28 |
| 1136 | Financial assets carried at amortized cost | 4,6(3),8 | 29,328 | 1 | 35,145 | 1 |
| 1150 | Notes receivable, net | 4,6(4),6(18) | - | - | 12 | - |
| 1170 | Accounts receivable, net | 4,5,6(5),6(18) | 481,742 | 16 | 444,871 | 17 |
| 1200 | Other receivables | 3,519 | - | 228 | - | |
| 1210 | Other receivables - related parties | 7 | 161,179 | 5 | - | - |
| 1220 | Current tax assets | 4,5,6(23) | 3,192 | - | 2,033 | - |
| 130X | Inventories, net | 4,5,6(6) | 310,699 | 10 | 242,346 | 9 |
| 1410 | Prepayments | 7 | 499,517 | 17 | 132,093 | 5 |
| 1470 | Other current assets | 2,969 | - | 1,655 | - | |
| 11XX | Total current assets | 2,039,614 | 67 | 1,590,831 | 60 | |
| Non-current assets | ||||||
| 1517 | Financial asset at fair value through OCI | 4,5,6(2) | 16,177 | - | 10,000 | - |
| 1550 | Investment accounted for under equity method | 4,6(7) | 852,576 | 28 | 900,030 | 34 |
| 1600 | Property, plant and equipment, net | 4,6(8),8 | 118,972 | 4 | 125,487 | 5 |
| 1755 | Right-of-use asset | 4,6(19) | 20,386 | 1 | 26,723 | 1 |
| 1780 | Intangible assets | 4,6(9) | 511 | - | 873 | - |
| 1840 | Deferred income tax assets | 4,5,6(23) | 1,129 | - | 1,799 | - |
| 1900 | Other non-current assets | 6(10) | 2,076 | - | 2,143 | - |
| 15XX | Total non-current assets | 1,011,827 | 33 | 1,067,055 | 40 | |
| 1XXX | Total Assets | $3,051,441 | 100 | $2,657,886 | 100 | |
| (The accompanying notes are an integral part of the parent-company-only financial statements.) |
Individual Balance Sheet-continue
English Translation of Financial Statements Originally Issued in ChinesePRIME ELECTRONICS AND SATELLITICS INCORPORATION
Parent-Company-Only Balance Sheets (Continued)
As of December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Liabilities and Equity | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Notes | Account | % | Account | % | Accounts |
| Current liabilities | ||||||
| 2100 | Short-term loans | 6(11),8 | $486,405 | 16 | $190,000 | 7 |
| 2130 | Contract liability | 4,6(17),7 | 332,692 | 11 | 339,226 | 13 |
| 2170 | Accounts payable | 61,015 | 2 | 17,299 | 1 | |
| 2200 | Other payables | 6(12) | 84,460 | 3 | 70,910 | 2 |
| 2220 | Other payables- related parties | 7 | 7,742 | - | 20,154 | 1 |
| 2280 | Lease liability | 4,6(19) | 7,172 | - | 7,296 | - |
| 2322 | Current portion of long-term liabilities | 6(13) | 54,495 | 2 | 55,976 | 2 |
| 2399 | Other current liabilities | 1,661 | - | 1,614 | - | |
| 21XX | Total current liabilities | 1,035,642 | 34 | 702,475 | 26 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | 6(13) | 57,875 | 2 | 77,371 | 3 |
| 2570 | Deferred income tax liabilities | 4,5,6(23) | 1,129 | - | 1,799 | - |
| 2580 | Lease liability | 4,6(19) | 13,693 | - | 19,759 | 1 |
| 2600 | Other non-current liabilities | 4,5,6(14),615) | 221 | - | 17,784 | 1 |
| 2650 | Credit balance of investments accounted for using equity method | 4,6(7) | 691,516 | 23 | 349,512 | 13 |
| 25XX | Total non-current liabilities | 764,434 | 25 | 466,225 | 18 | |
| 2XXX | Total liabilities | 1,800,076 | 59 | 1,168,700 | 44 | |
| 31XX | Equity | |||||
| 3100 | Capital | 6(16) | ||||
| 3110 | Common stock | 1,677,385 | 55 | 1,677,385 | 63 | |
| 3200 | Capital surplus | 6(16) | 291,899 | 10 | 291,899 | 11 |
| 3300 | Retained earnings | 6(16 | ||||
| 3350 | Unappropriated earnings(accumulated deficit) | (695,744) | (23) | (449,259) | (17) | |
| 3400 | Other components of equity | (22,175) | (1) | (30,839) | (1) | |
| 3XXX | Total equity | 1,251,365 | 41 | 1,489,186 | 56 | |
| 3X2X | Total liabilities and equity | $3,051,441 | 100 | $2,657,886 | 100 | |
| (The accompanying notes are an integral part of the parent-company-only financial statements.) |
Individual Comprehensive Income Statement
English Translation of Financial Statements Originally Issued in ChinesePRIME ELECTRONICS AND SATELLITICS INCORPORATION
Parent-Company-Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Account | % | Account | % |
| 4000 | Operating revenues | 4,6(17),7 | $1,425,873 | 100 | $2,114,945 | 100 |
| 5000 | Operating costs | 7 | (1,339,345) | (94) | (1,954,748) | (92) |
| 5900 | Gross profit | 86,528 | 6 | 160,197 | 8 | |
| 6000 | Operating expenses | |||||
| 6100 | Sales and marketing | (41,334) | (3) | (62,001) | (3) | |
| 6200 | General and administrative | (68,748) | (5) | (66,232) | (3) | |
| 6300 | Research and development | (151,793) | (10) | (156,642) | (8) | |
| 6450 | Expected credit gains (losses) | 4,6(18) | - | - | 2,306 | - |
| Total operating expenses | (261,875) | (18) | (282,569) | (14) | ||
| 6900 | Operating income(losses) | (175,347) | (12) | (122,372) | (6) | |
| 7000 | Non-operating income and expenses | |||||
| 7100 | Interest income | 6(21) | 19,633 | 1 | 12,828 | 1 |
| 7010 | Other incomes | 4,6(21),7 | 25,434 | 2 | 54,151 | 2 |
| 7020 | Other gains or losses | 6(21) | (27,099) | (2) | 49,109 | 2 |
| 7050 | Finance costs | 6(21) | (11,895) | (1) | (9,394) | - |
| 7070 | Share of profit of subsidiaries, associates and joint ventures accounted for under equity method | 4,6(7) | (46,572) | (3) | (23,556) | (1) |
| Total non-operating income and expenses | (40,499) | (3) | 83,138 | 4 | ||
| 7900 | Income before income tax (loss) | (215,846) | (15) | (39,234) | (2) | |
| 7950 | Income tax expense | 4,5,6(23) | (30,639) | (2) | - | - |
| 8200 | Net income (loss) | (246,485) | (17) | (39,234) | (2) | |
| 8300 | ther comprehensive income (loss) | 5,6(22) | ||||
| 8310 | Item that not be reclassified to profit or loss | |||||
| 8311 | Actuarial gain (loss) from defined benefit plans | - | - | 3,637 | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8380 | Share of other comprehensive gain (loss) of subsidiaries, associates and joint ventures accounted for under equity method-will be reclassified to profit or loss | 8,664 | 0.00 | 33,635 | 2.00 | |
| 8399 | Income tax related to items that may be reclassified subsequently | - | - | - | - | |
| Total other comprehensive income, net of tax | 8,664 | - | 37,272 | 2 | ||
| 8500 | Total comprehensive income | $(237,821) | (17) | $(1,962) | - | |
| 9750 | Earnings per share-basic (loss) (in NTD) | 6(24) | $(1.47) | $(0.23) | ||
| (The accompanying notes are an integral part of the parent-company-only financial statements.) |
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Individual Statement of Changes in Equity
English Translation of Financial Statements Originally Issued in Chinese
PRIME ELECTRONICS AND SATELLITICS INCORPORATION
Parent-Company-Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Others | |||||||
|---|---|---|---|---|---|---|---|
| Items | Common Stock | CapitalSurplus | UnappropriatedEarnings | Exchangeddifferencesarising ontranslation offoreignoperations | Unrealized Gains orLosses on FinancialAssets Measured at FairValue through OtherComprehensive Income | Total Equity | |
| Code | 3100 | 3200 | 3350 | 3410 | 3420 | 3XXX | |
| A1 | Balance as of January 1, 2024 | $1,677,385 | $291,899 | $(413,662) | $(54,474) | $(10,000) | $1,491,148 |
| D1 | Net income for 2024 | (39,234) | (39,234) | ||||
| D3 | Other comprehensive income (loss), net of tax, for 2024 | 3,637 | 33,635 | 37,272 | |||
| D5 | Total comprehensive income (loss) | - | - | (35,597) | 33,635 | - | (1,962) |
| Z1 | Balance as of December 31, 2024 | 1,677,385 | 291,899 | (449,259) | (20,839) | (10,000) | 1,489,186 |
| D1 | Net income for 2025 | (246,485) | (246,485) | ||||
| D3 | Other comprehensive income (loss), net of tax, for 2025 | - | 8,664 | 8,664 | |||
| D5 | Total comprehensive income (loss) | - | - | (246,485) | 8,664 | - | (237,821) |
| Z1 | Balance as of December 31, 2025 | $1,677,385 | $291,899 | $(695,744) | $(12,175) | $(10,000) | $1,251,365 |
| (The accompanying notes are an integral part of the parent-company-only financial statements.) |
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Individual Statement of Cash Flows
English Translation of Financial Statements Originally Issued in Chinese
PRIME ELECTRONICS AND SATELLITICS INCORPORATION
Parent-Company-Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Items | 2025 | 2024 | Items | 2025 | 2024 | ||
|---|---|---|---|---|---|---|---|
| Code | Code | Account | Account | Account | Account | ||
| AAAA | Cash flows from operating activities : | BBBB | Cash flows from investing activities : | ||||
| A10000 | Income before income tax | $(215,846) | $(39,234) | B00010 | cquisition of financial assets at fair value through other comprehensive income | (6,177) | - |
| A20000 | Adjustments : | B00050 | Proceeds from disposal of financial assets at amortised cost | 5,817 | 19,554 | ||
| A20010 | Income and expense adjustments: | B02700 | Acquisition of property, plant and equipment | (2,806) | (23,643) | ||
| A20100 | Depreciation (including right-of-use assets) | 16,564 | 16,535 | B03800 | Decrease (increase) in refundable deposits | 67 | 347 |
| A20200 | Amortization | 438 | 421 | B04500 | Acquisition of intangible assets | (76) | (240) |
| A20300 | Expected credit losses | - | (2,306) | BBBB | Net cash provided by (used in) investing activities | (3,175) | (3,982) |
| A20900 | Interest expense | 11,895 | 9,394 | ||||
| A21200 | Interest income | (19,633) | (12,828) | CCCC | Cash flows from financing activities : | ||
| A22400 | Share of profit of subsidiaries, associates and joint ventures accounted for under equity method | 46,572 | 23,556 | C00100 | Increase in short-term loans | 296,405 | (8,750) |
| A29900 | Other adjustments to reconcile profit (loss) | (14) | - | C01600 | Increase in long-term loans | 35,000 | 70,200 |
| A30000 | Changes in operating assets and liabilities : | C01700 | Repayments of long-term loans | (55,977) | (60,307) | ||
| A31130 | Notes receivable | 12 | 508 | C03100 | Decrease in deposits received | 179 | 42 |
| A31150 | Accounts receivable | (36,871) | (66,936) | C04020 | Cash payments for the principal portion of the lease liability | (7,776) | (7,980) |
| A31180 | Other receivables | (3,291) | (157) | CCCC | Net cash provided by (used in) financing activities | 267,831 | (6,795) |
| A31200 | Inventories | (68,353) | (94,121) | ||||
| A31230 | Prepayments | (367,424) | 151,295 | EEEE | Increase (decrease) in cash and cash equivalents | (184,979) | 12,856 |
| A31240 | Other current assets | (1,314) | (423) | E00100 | Cash and cash equivalents at beginning of period | 732,448 | 719,592 |
| A32125 | Contract liabilities | (6,534) | 95,445 | E00200 | Cash and cash equivalents at end of period | $547,469 | $732,448 |
| A32150 | Accounts payable | 43,716 | (34,504) | ||||
| A32180 | Other payables | (3,138) | (9,720) | ||||
| A32190 | Other payables - related parties | (12,412) | (15,998) | ||||
| A32230 | Other current liabilities | 47 | (63) | ||||
| A32240 | Net defined benefit liability | (2,412) | (25) | ||||
| A33000 | Cash generated from (used in) operations | (617,998) | 20,839 | ||||
| A33100 | Interest received | 19,633 | 12,828 | ||||
| A33200 | Dividend received | 190,371 | - | ||||
| A33300 | Interest paid | (9,843) | (8,873) | ||||
| A33500 | Income tax paid | (31,798) | (1,161) | ||||
| AAAA | Net cash provided by (used in) operating activities | (449,635) | 23,633 | ||||
| (The accompanying notes are an integral part of the parent-company-only financial statements.) |
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Declaration Letter
For the fiscal year of 2025 (from January 1st to December 31st, Year 2025), our company, in accordance with the "Regulations for the Preparation of Business Reports, Financial Statements, and Reports of Affiliated Enterprises for Business Mergers," should be included in the preparation of the consolidated financial statements of affiliated enterprises. The requirements are the same as those for companies that should prepare consolidated financial statements of parent and subsidiary companies in accordance with International Financial Reporting Standard No. 10. Furthermore, the relevant information required for the consolidated financial statements of affiliated enterprises has already been disclosed in the aforementioned consolidated financial statements of parent and subsidiary companies. Therefore, there is no need to separately prepare consolidated financial statements of affiliated enterprises.
This is to certify.
Company Name: Prime Electronics and Satellites Incorporation
Responsible Person: Hsu, Ching-Hui
March 12, 2026
Independent Auditors' Report
To The Board of Directors of
PRIME ELECTRONICS & SATELLITICS INC. :
Opinion
We have audited the accompanying consolidated balance sheets of PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagement 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 PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"),
and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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
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our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
The consolidated operating revenue of the Group in the year ended December 31, 2025 amounted to NT$ 1,571,397 thousand. As the sales location diversifies in various countries, including Taiwan, Mainland China, America, Europe, etc., the sales terms for main customers are not the same, the judgment and determination of what the contractual obligations are and the time point of fulfilling them depend on the terms indicated on contracts with customers or documentations of contracts. Therefore, there is significant risk in the recognition of operating revenue, which identified as one of the key audit matters. The audit procedures include (but are not limited to) assessing the appropriateness of the accounting policies relevant to revenue recognition of contractual obligations under sales models, assessing and testing the effectiveness of internal control related to the time point of recognizing revenue in sales cycle, selecting samples to implement testing of details, which include obtaining the contracts or documentations of contracts of main customers, checking the transaction terms to verify the correctness of the recognition of revenues from contractual obligations and the time point of the recognition, implementing analytic review procedures to monthly revenue and cut-off testing during a certain period prior and after the balance sheet date, etc. We also take into consideration the appropriateness of the disclosure of operating revenue in Note 4 and Note 6 to the consolidated financial statements.
Market valuation on Inventory
As of December 31, 2025, the net inventory of the Group amounted to NT$771,941 thousand, which accounts for 27% of total consolidated assets and is material to the financial statements. Most of the inventories are customized products, including wireless communication equipment and networking equipment. As the communication techniques changes fast, and the evaluation and calculation of allowance for inventory valuation and obsolescence losses involve significant judgment of management, we identified inventory valuation as one of the key audit matters. The audit procedures include (but are not limited to) evaluating the appropriateness of accounting policies relevant to slow-moving and obsolete inventories (including identification of slow-moving and obsolete inventories), testing the correctness of inventory age, analyzing the variation of inventory age, implementing inventory observation, and check current status of inventory usage, etc. We also take into consideration the appropriateness of the disclosure of inventories in Note 5 and Note 6 to the consolidated financial statements.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed
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by 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 ability to continue as a going concern of PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries.
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 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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries. 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 PRIME ELECTRONICS & SATELLITICS INC. and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our 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.
Others
We have audited and expressed an unqualified opinion on the parent company only financial statements of PRIME ELECTRONICS & SATELLITICS INC. as of and for the years ended December 31, 2025 and 2024.
Ernst & Young
Reference number of the approval letter for conducting the auditing and attesting business for the financial report of a public company :
(106)No.Financial-Supervisory-Securities-Auditing-1060026003
(110)No.Financial-Supervisory-Securities-Auditing-1100352201
Lo, Hsiao Ching
CPA :
Chen, Kuo Shuai
March 12, 2026
Consolidated Balance Sheet
English Translation of Consolidated Financial Statements Originally Issued in Chinese
PRIME ELECTRONICS AND SATELLITICS INCORPORATION and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025, and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Assets | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Account | % | Account | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4,6(1) | $801,209 | 28 | $913,195 | 33 |
| 1110 | Financial assets at fair value through profit or loss | 4,6(2) | 314 | - | 327 | - |
| 1136 | Financial assets carried at amortized cost | 4,6(4),8 | 59,147 | 2 | 67,991 | 3 |
| 1150 | Notes receivable, net | 4,6(5),6(20) | - | - | 12 | - |
| 1170 | Accounts receivable, net | 4,5,6(6),6(20) | 491,226 | 17 | 457,876 | 16 |
| 1180 | Accounts receivable - related parties, net | 4,5,6(6),6(20),7 | 515 | - | 236 | - |
| 1200 | Other receivables | 6(20) | 3,799 | - | 483 | - |
| 1220 | Current tax assets | 4,5,6(25) | 3,226 | - | 2,080 | - |
| 130x | Inventories, net | 4,5,6(7) | 771,941 | 27 | 605,530 | 22 |
| 1410 | Prepayments | 157,597 | 5 | 92,985 | 3 | |
| 1470 | Other current assets | 3,928 | - | 1,827 | - | |
| 11xx | Total current assets | 2,292,902 | 79 | 2,142,542 | 77 | |
| Non-current assets | ||||||
| 1517 | Financial asset at fair value through OCI | 4,5,6(3) | 16,177 | 1 | 10,000 | - |
| 1550 | Investment accounted for under equity method | 4,6(8) | 8,241 | - | 8,740 | - |
| 1600 | Property, plant and equipment, net | 4,6(9),8 | 362,225 | 12 | 390,181 | 14 |
|---|---|---|---|---|---|---|
| 1755 | Right-of-use asset | 4,6(21) | 79,698 | 3 | 84,399 | 3 |
| 1760 | Investment property, net | 4,6(10) | 145,990 | 5 | 164,655 | 6 |
| 1780 | Intangible assets | 4,6(11) | 1,119 | - | 1,730 | - |
| 1840 | Deferred income tax assets | 4,5,6(25) | 1,250 | - | 1,930 | - |
| 1900 | Other non-current assets | 6(12) | 11,896 | - | 6,900 | - |
| 15xx | Total non-current assets | 626,596 | 21 | 668,535 | 23 | |
| 1xxx | Total Assets | $2,919,498 | 100 | $2,811,077 | 100 | |
| (The accompanying notes are an integral part of the consolidated financial statements.) |
Consolidated Balance Sheet-continue
English Translation of Consolidated Financial Statements Originally Issued in Chinese
PRIME ELECTRONICS AND SATELLITICS INCORPORATION and Subsidiaries
Consolidated Balance Sheets-(Continued)
As of December 31, 2025, and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Liabilities and Equity | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Account | % | Account | % |
| Current liabilities | ||||||
| 2100 | Short-term loans | 6(13),8 | $486,405 | 17 | $190,000 | 7 |
| 2130 | Contract liability | 4,6(19) | 328,158 | 11 | 329,155 | 12 |
| 2150 | Notes payable | 74,541 | 3 | 81,148 | 3 | |
| 2170 | Accounts payable | 432,466 | 15 | 351,593 | 12 | |
| 2200 | Other payables | 6(14),6(17) | 157,286 | 5 | 133,457 | 5 |
| 2280 | Lease liability | 4,6(21) | 11,730 | - | 9,841 | - |
| 2322 | Current portion of long-term liabilities | 6(15) | 54,495 | 2 | 55,976 | 2 |
| 2399 | Other current liabilities | 15,829 | 1 | 15,074 | - | |
| 21xx | Total current liabilities | 1,560,910 | 54 | 1,166,244 | 41 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | 6(15) | 57,875 | 2 | 77,371 | 3 |
| 2570 | Deferred income tax liabilities | 4,5,6(25) | 1,250 | - | 1,930 | - |
| 2580 | Lease liability | 4,6(21) | 15,622 | - | 19,808 | 1 |
| 2600 | Other non-current liabilities | 4,5,6(16),6(17) | 16,774 | 1 | 40,414 | 1 |
| 25xx | Total non-current liabilities | 91,521 | 3 | 139,523 | 5 |
| 2xxx | Total liabilities | 1,652,431 | 57 | 1,305,767 | 46 | |
|---|---|---|---|---|---|---|
| 31xx | Total equity attributable to the parent company | |||||
| 3100 | Capital | 6(18) | ||||
| 3110 | Common stock | 1,677,385 | 57 | 1,677,385 | 60 | |
| 3200 | Capital surplus | 6(18) | 291,899 | 10 | 291,899 | 10 |
| 3300 | Retained earnings | 6(18) | ||||
| 3350 | Unappropriated earnings(accumulated deficit) | (695,744) | (24) | (449,259) | (16) | |
| 3400 | Other components of equity | (22,175) | (1) | (30,839) | (1) | |
| 31xx | Total equity attributable to the parent company | 1,251,365 | 42 | 1,489,186 | 53 | |
| 36xx | Non-controlling interests | 6(18) | 15,702 | 1 | 16,124 | 1 |
| 3xxx | Total equity | 1,267,067 | 43 | 1,505,310 | 54 | |
| 3x2x | Total liabilities and equity | $2,919,498 | 100 | $2,811,077 | 100 | |
| (The accompanying notes are an integral part of the consolidated financial statements.) |
27
Consolidated Comprehensive Income Statement
English Translation of Consolidated Financial Statements Originally Issued in Chinese
PRIME ELECTRONICS AND SATELLITICS INCORPORATION and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Code | Accounts | Notes | 2024 | 2025 | ||
|---|---|---|---|---|---|---|
| Account | % | Account | % | |||
| 4000 | Operating revenues | 4,6(19),7 | $1,571,397 | 100 | $2,268,560 | 100 |
| 5000 | Operating costs | (1,363,981) | (87) | (1,893,357) | (84) | |
| 5900 | Gross profit | 207,416 | 13 | 375,203 | 16 | |
| Operating expenses | ||||||
| 6100 | Sales and marketing | (105,366) | (7) | (128,659) | (6) | |
| 6200 | General and administrative | (193,728) | (12) | (191,462) | (8) | |
| 6300 | Research and development | (214,688) | (14) | (229,696) | (10) | |
| 6450 | Expected credit gains (losses) | 4,6(20) | (528) | - | 3,758 | - |
| 6000 | Total operating expenses | (514,310) | (33) | (546,059) | (24) | |
| 6900 | Operating income(losses) | (306,894) | (20) | (170,856) | (8) | |
| Non-operating incomes and expenses | ||||||
| 7100 | Interest income | 6(23) | 20,816 | 1 | 13,359 | 1 |
| 7010 | Other incomes | 4,6(23) | 120,080 | 8 | 116,684 | 5 |
| 7020 | Other gains or losses | 6(23) | (44,829) | (3) | 24,446 | 1 |
| 7050 | Finance costs | 6(23) | (12,156) | (1) | (9,636) | - |
| 7055 | Impairment gains (impairment losses) and reversal of | 6(20) | 6,612 | 1 | (13,706) | (1) |
| impairment losses determined in accordance with IFRS 9, net | ||||||
|---|---|---|---|---|---|---|
| 7060 | Share of the profit or loss of associates and joint ventures | 4,6(8) | (521) | - | (162) | - |
| 7000 | Total non-operating incomes and expenses | 90,002 | 6 | 130,985 | 6 | |
| 7900 | Income before income tax (loss) | (216,892) | (14) | (39,871) | (2) | |
| 7950 | Income tax expense | 4,5,6(25) | (30,015) | (2) | (634) | - |
| 8200 | Net income (loss) | (246,907) | (16) | (40,505) | (2) | |
| Other comprehensive income (loss) | 6(24) | |||||
| 8310 | Item that not be reclassified to profit or loss | |||||
| 8311 | Actuarial gain (loss) from defined benefit plans | - | - | 3,637 | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translation of foreign operations | 8,664 | 1 | 33,635 | 2 | |
| 8300 | Other comprehensive income (loss) | 8,664 | 1 | 37,272 | 2 | |
| 8500 | Total comprehensive income | $(238,243) | (15) | $(3,233) | - | |
| 8600 | Net income (loss) attributable to : | |||||
| 8610 | Shareholders of the parent | $(246,485) | (16) | $(39,234) | (2) | |
| 8620 | Non-controlling interests | (422) | - | (1,271) | - | |
| $(246,907) | (16) | $(40,505) | (2) | |||
| 8700 | Comprehensive income attributable to : | |||||
| 8710 | Shareholders of the parent | $(237,821) | (15) | $(1,962) | - | |
| 8720 | Non-controlling interests | (422) | - | (1,271) | - | |
| $(238,243) | (15) | $(3,233) | - | |||
| 9750 | Earnings per share-basic (loss) (in NTD) | 6(26) | $(1.47) | $(0.23) | ||
| (The accompanying notes are an integral part of the consolidated financial statements.) |
29
Consolidated Statement of Changes in Equity
English Translation of Consolidated Financial Statements Originally Issued in Chinese
PRIME ELECTRONICS AND SATELLITICS INCORPORATION and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Items | Equity Attributable to Shareholders of the Parent | Non-controlling Interests | Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Capital Surplus | Retained Earnings | Others | ||||||
| Unappropriated Earnings | Exchanged offere ncesarising ontranslation offoreignoperatio ns | Unrealized Gainsor Losses onFinancial AssetsMeasured at FairValue throughOtherComprehen siveIncome | Total | ||||||
| Code | 3100 | 3200 | 3350 | 3410 | 3420 | 31XX | 36XX | 3XXX | |
| A1 | Balance as of January 1, 2024 | $1,677,385 | $291,899 | $(413,662) | $(54,474) | $(10,000) | $1,491,148 | $17,395 | $1,508,543 |
| D1 | Net income for 2024 | (39,234) | (39,234) | (1,271) | (40,505) | ||||
| D3 | Other comprehensive income (loss), net of tax, for 2024 | 3,637 | 33,635 | 37,272 | - | 37,272 | |||
| D5 | Total comprehensive income (loss) | - | - | (35,597) | 33,635 | - | (1,962) | (1,271) | (3,233) |
| Z1 | Balance as of December 31, 2024 | 1,677,385 | 291,899 | (449,259) | (20,839) | (10,000) | 1,489,186 | 16,124 | 1,505,310 |
| D1 | Net income for 2025 | (246,485) | (246,485) | (422) | (246,907) | ||||
| D3 | Other comprehensive income (loss), net of tax, for 2025 | - | 8,664 | 8,664 | - | 8,664 | |||
| D5 | Total comprehensive income (loss) | - | - | (246,485) | 8,664 | - | (237,821) | (422) | (238,243) |
| Z1 | Balance as of December 31, 2025 | $1,677,385 | $291,899 | $(695,744) | $(12,175) | $(10,000) | $1,251,365 | $15,702 | $1,267,067 |
| (The accompanying notes are an integral part of the consolidated financial statements.) |
Consolidated Statement of Cash Flows
English Translation of Consolidated Financial Statements Originally Issued in Chinese
PRIME ELECTRONICS AND SATELLITICS INCORPORATION and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2025 | 2024 | Code | Items | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| Account | Account | Account | Account | ||||
| AAAA | Cash flows from operating activities : | BBBB | Cash flows from investing activities : | ||||
| A10000 | Income before income tax | $(216,892) | $(39,871) | B00010 | Acquisition of financial assets at fair value through other comprehensive income | (6,177) | - |
| A20000 | Adjustments : | B00050 | Proceeds from disposal of financial assets at amortised cost | 8,844 | 15,869 | ||
| A20010 | Income and expense adjustments: | B00100 | Acquisition of financial assets at fair value through profit or loss | - | (327) | ||
| A20100 | Depreciation (including right-of-use assets) | 78,600 | 87,510 | B00200 | Proceeds from disposal of financial assets at fair value through profit or loss | 13 | 310 |
| A20200 | Amortization | 684 | 717 | B02700 | Acquisition of property, plant and equipment | (14,376) | (70,696) |
| A20300 | Expected credit losses | (6,084) | 9,948 | B02800 | Proceeds from disposal of property, plant and equipment | 3,163 | - |
| A20900 | Interest expense | 12,156 | 9,636 | B03800 | Decrease (increase) in refundable deposits | (6,932) | 472 |
| A21200 | Interest income | (20,816) | (13,359) | B04500 | Acquisition of intangible assets | (76) | (915) |
| A22300 | Share of profit or loss of associates and joint ventures | 521 | 162 | BBBB | Net cash provided by (used in) investing activities | (15,541) | (55,287) |
| A22500 | Gain on disposal of property, plant and equipment | (3,090) | 710 |
| A29900 | Other adjustments to reconcile profit (loss) | (100) | - | CCCC | Cash flows from financing activities : | ||
|---|---|---|---|---|---|---|---|
| A30000 | Changes in operating assets and liabilities : | C00200 | Repayment of short-term loans | 296,405 | (8,750) | ||
| A31130 | Notes receivable | 12 | 508 | C01600 | Increase in long-term loans | 35,000 | 70,200 |
| A31150 | Accounts receivable | (56,440) | (62,902) | C01700 | Repayments of long-term loans | (55,977) | (60,307) |
| A31160 | Accounts receivable - related parties | (279) | (236) | C03000 | Increase in deposits received | (5,898) | (2,326) |
| A31180 | Other receivables | 26,575 | (5,388) | C04020 | Cash payments for the principal portion of the lease liability | (14,067) | (15,287) |
| A31200 | Inventories | (166,411) | 28,632 | CCCC | Net cash provided by (used in) financing activities | 255,463 | (16,470) |
| A31230 | Prepayments | (64,612) | (35,934) | ||||
| A31240 | Other current assets | (2,101) | 1,386 | DDDD | Effect of exchange rate changes | 7,892 | 17,433 |
| A32125 | Contract liabilities | (997) | 74,701 | ||||
| A32130 | Notes payable | (6,607) | 9,157 | EEEE | Increase (decrease) in cash and cash equivalents | (111,986) | (18,529) |
| A32150 | Accounts payable | 80,873 | (35,312) | E00100 | Cash and cash equivalents at beginning of period | 913,195 | 931,724 |
| A32180 | Other payables | 7,053 | 5,250 | E00200 | Cash and cash equivalents at end of period | $801,209 | $913,195 |
| A32230 | Other current liabilities | 755 | (2,160) | ||||
| A32240 | Net defined benefit liability | (2,412) | (25) | ||||
| A33000 | Cash generated from (used in) operations | (339,612) | 33,130 | ||||
| A33100 | Interest received | 20,816 | 13,359 | ||||
| A33300 | Interest paid | (9,843) | (8,874) | ||||
| A33500 | Income tax paid | (31,161) | (1,820) | ||||
| AAAA | Net cash provided by (used in) operating activities | (359,800) | 35,795 | ||||
| (The accompanying notes are an integral part of the consolidated financial statements.) |
- Appendice
Appendix 1. Rules of Procedure for Shareholder Meetings
Prime Electronics and Satellites Incorporation
Rules of Procedure for Shareholder Meetings
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To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
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This Corporation shall furnish the attending shareholders or their authorized agents (hereinafter referred to as "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
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The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
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If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by at least half of the board of directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
5-1. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
33
For shareholders who hold less than 1000 registered shares, the notice for regular shareholder's meetings can be made through public announcement on the Market Observation Post System 30 days before the meeting. The notice for an ad-hoc shareholder's meeting should be sent to each shareholder 15 days before the meeting. And for shareholders who hold less than 1000 registered shares, the notice can be made through public announcement on the Market Observation Post System 15 days before the meeting.
The notice and announcement should clearly state the reason for the meeting. If agreed by the recipient, notices and announcements can be made electronically.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words (including punctuations). No proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
5-2. Shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
- This Corporation's appointed lawyers, accountants, or relevant personnel may attend the shareholders' meeting.
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chairman may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chairman's correction, obstructing the proceedings and refusing to heed calls to stop, the chairman may direct the proctors or security personnel to escort the shareholder from the meeting.
- This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
- If the attending shareholders do not represent more than half of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting
34
pursuant to Article 174 of the Company Act.
- If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
If the shareholders' meeting is convened by a person other than the board of directors, the preceding provision shall apply.
The predetermined agenda in the preceding two paragraphs cannot be adjourned by the chairman without a resolution.
After the adjournment, the shareholders cannot appoint another chairman to continue the meeting at the original location or another venue, except in the case where the chairman violates the rules of the meeting and adjourns the meeting, in which case a new chairman may be elected with the agreement of more than half of the attending shareholders to continue the meeting.
- Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairman.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have the consent of the chairman; the chairman shall stop any violation.
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Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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When a legal person attends the shareholders' meeting as a representative, only one person may be appointed to attend. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to the shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
- When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when,
35
in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
- With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairman of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System.
The meeting minutes shall accurately record the date, time, and place of the meeting, the chairman's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained for the duration of the existence of this Corporation.
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When there are amendments or substitute proposals to the same agenda item, the chairman shall determine the voting order together with the original proposal. If one of the proposals has already been passed, the other proposals will be deemed rejected and need not be voted on again. Shareholders may propose a proposal, or an amendment, or substitute proposal to the original proposal, and the contents of the proposal may be read aloud by the chairman or the meeting host.
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The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
The number of shares obtained by solicitors through solicitation, the number of shares represented by proxies shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
- These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
These Articles were established on May 25th, 2000.
These Articles were first amended on June 18th, 2002.
These Articles were second amended on June 20th, 2006.
These Articles were third amended on June 13th, 2012.
These Articles were first amended on June 10th, 2015.
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Appendix 2. Article of Incorporation
Prime Electronics and Satellites Incorporation
Article of Incorporation
Chapter I. General Provisions
Article 1: The Company is organized in accordance with the Company Act and is named Prime Electronics and Satellites Incorporation in English.
Article 2: The Company engages in the following businesses:
1. CC01060 Manufacture of wired communication equipment.
2. CC01070 Manufacture of wireless communication equipment.
3. CC01080 Manufacture of electronic components.
4. CC01101 Manufacture of telecommunication control RF equipment.
5. CC01990 Manufacture of other electrical and electronic machinery equipment.
6. F401010 International trade.
7. F401021 Import of telecommunication control RF equipment.
8. ZZ99999 In addition to licensed business, the Company may engage in business that is not prohibited or restricted by law.
Article 3: The headquarters of the Company is located in Taoyuan City. When necessary, the Board of Directors may pass a resolution to establish branch offices and representative offices domestically and internationally.
Article 3-1: The Company may provide mutual guarantees with related enterprises when required for its business operations.
Article 4: The Company shall announce information in accordance with Article 28 of the Company Act.
Article 4-1: The Company may not be an unlimited liability shareholder or partner of a partnership. If the Company is a shareholder of a limited liability company, the total amount of investment in such company may not exceed 40% of the Company's paid-in capital, and the Board of Directors is authorized to execute such investments.
Chapter II. Shares
Article 5: The total capital of the Company is set at NTD 3 billion, divided into 300 million shares with a par value of NTD 10 per share. The Board of Directors is authorized to issue the unissued shares. Among the total capital, NTD 150 million is reserved for the exercise of rights attached to stock warrants, which consist of 15 million shares with a par value of NTD 10 per share.
The Company's incentive tools include treasury stocks acquired under the Company Act and the Securities and Exchange Act, employee stock option certificates, newly issued shares, and shares with restricted employee rights. The Board of Directors is authorized to determine the transfer, issuance, and subscription of such shares, including those issued to employees of controlled or affiliated companies who meet certain conditions established by the Board of Directors.
Article 5-1: If the Company plans to issue employee stock option certificates at a price lower than the market price, the approval of a shareholder meeting attended by a majority of the total issued shares is required. The issuance may proceed only upon the approval of at least two-thirds of the attending shareholders with voting rights.
Article 5-2: If the company intends to transfer stocks to employees at a price lower than the average price of actual stock repurchases, approval from a shareholder meeting with more than half of the total issued shares represented and with the approval of two-thirds of the voting rights represented at the meeting is required before the transfer.
Article 6: Abolished.
Article 7: The company's stocks are mostly registered stocks, signed or stamped by the directors of the company, and authenticated by a bank authorized to issue stock certificates in accordance with the law. The company's stocks may be exempted from printing, but should be registered with the securities centralized depository institution, and handled in accordance with its regulations.
Article 7-1: If the company intends to withdraw its publicly offered stocks, it must be approved by a resolution of the shareholder meeting, and this article shall not be changed during the listed period.
Article 8: Any changes to the shareholder registry shall be suspended within 60 days prior to the annual shareholders' meeting, within 30 days prior to the ad-hoc shareholders' meeting, or within five days prior to the record date for the distribution of dividends or other benefits determined by the company.
Chapter III. Shareholders' Meetings
Article 9: Shareholders' meetings shall be divided into annual meetings and ad-hoc meetings. Annual meetings shall be held once a year within six months after the end of each fiscal year, and shall be convened by the board of directors in accordance with the law. Ad-hoc meetings shall be convened when necessary, in accordance with the law. When the shareholders' meeting of the company is held, it may be held by video conference or other methods announced by the competent authority. The notice of convocation for the annual meeting shall be given 30 days in advance, and the notice of convocation for the ad-hoc meeting shall be given 15 days in advance.
Notifying all shareholders of the date, place, and purpose of the meeting and publishing it publicly. The notice of convocation for the shareholders' meeting may be made by electronic means with the consent of the relative person. For shareholders holding less than 1,000 shares of registered stock, the notice of convocation may be made by announcement.
The provisions, operational procedures, and other matters to be followed for the adoption of a video shareholders' meeting under the first paragraph shall be subject to relevant regulations prescribed by the competent authority, unless otherwise prescribed.
Article 10: Shareholders who are unable to attend the shareholders' meeting due to reasons, may issue a power of attorney issued by the company, specifying the authorized scope and authorize the agent to attend by signing and affixing the company seal.
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The method of authorizing a shareholder to attend the meeting shall be handled in accordance with the "Regulations Governing the Use of Power of Attorney for Attendance at Shareholders' Meetings by Public Companies" promulgated by the competent authority, in addition to the provisions of Article 177 of the Company Act.
Article 11: Each shareholder of the company, except for shares without voting rights as provided in Article 179 of the Company Act shall have one voting right per share.
Article 12: Unless otherwise provided by the Company Act, resolutions of the shareholders' meeting shall require the attendance of shareholders representing over half of the total issued shares and the consent of the majority of the voting rights represented at the meeting.
Article 12-1: The resolutions of the shareholders' meeting shall be recorded in minutes, which shall be signed or stamped by the chairman. The minutes shall include the year, month, day, venue, main proceedings and results of the meeting, the name of the chairman, and the method of the resolution. The minutes shall be distributed to each shareholder within 20 days after the meeting and shall be kept permanently during the company's existence. The distribution of the minutes may be made by announcement.
Chapter IV. Directors
Article 13: The company shall have seven to nine directors with a term of three years, elected by the shareholders' meeting from among persons with legal capacity, and eligible for re-election. Among the directors, the number of independent directors shall not be less than two and shall not be less than one-fifth of the total number of directors.
The election of directors adopts the candidate nomination system under Article 192-1 of the Company Act, and related matters regarding its implementation shall be handled in accordance with relevant laws and regulations, such as the Company Act and the Securities and Exchange Act.
Matters concerning the professional qualifications, shareholding, part-time restrictions, nomination and election methods, and other applicable rules for independent directors shall be handled in accordance with relevant regulations of the competent securities authority.
Pursuant to Article 14-4 of the Securities and Exchange Act, the Company establishes an audit committee composed of all independent directors, and the powers, rules of procedure, and other applicable matters of the audit committee shall be handled in accordance with the provisions of the Company Act, Securities and Exchange Act, other relevant laws and regulations, and the Corporation Charter.
Article 14: The board of directors is organized by the directors, and the chairman and vice chairman of the board of directors are elected by mutual recommendation of more than two-thirds of the directors present and the agreement of more than half of the attending directors, with the chairman representing the company externally. The chairman of the board shall convene meetings, and the directors shall attend the board meetings in person. If a director is unable to attend, he or she may authorize another director to act on his or her behalf, provided that the proxy is limited to one person.
Board meetings may be held by video conference, and a director participating in the meeting via video screen shall be deemed to have attended in person. Pursuant to Article 14-1 of the Company Act, when convening a board meeting, the reasons
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shall be stated, and notice shall be given to each director in writing, by email, or by fax at least seven days in advance. In case of emergency, a meeting may be convened at any time, and notice may also be given in writing, by email, or by fax.
Article 15: In the case that the Chairman of the Board is absent or unable to perform his/her duties, his/her proxy shall act in accordance with Article 208 of the Company Act.
Article 16: The remuneration of the directors of this company shall be determined by the board of directors based on their level of participation and contribution to the company's operations, as well as taking into account of the industry standards. They may also purchase liability insurance for the compensation responsibility they are required to assume within their scope of duties during their term of office.
Chapter V. Management
Article 17: This company may appoint managers, and their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter VI. Accounting
Article 18: At the end of each fiscal year, this company shall prepare the following documents and submit them to the Audit Committee for review and approval, and then submit them to the shareholders' meeting for approval no later than 30 days before the regular meeting of shareholders:
- Business Report
- Financial Statements
- Proposal for Profits Distribution and Deficit Compensation
Article 19: When distributing profits, the company shall set aside 10% to 15% of the current year's pre-tax profits (of which the proportion for entry-level employees should not be less than 25%), after deducting employee and director remuneration, for employee remuneration, and no more than 3% for director remuneration. However, if the company has accumulated losses, it shall reserve an amount to offset such losses in advance.
The employee remuneration mentioned above may be paid in the form of cash or stocks and may be granted to employees of controlling or subsidiary companies who meet certain conditions as determined by the board of directors.
The definition of frontline employees, the specific allocation ratio of employee compensation, and the related conditions and payment methods may be adjusted by the board of directors based on the annual operating results, financial situation and industry characteristics. However, the salary standard for frontline employees shall not be lower than the standard announced by the competent authority in accordance with relevant laws and regulations.
Article 20: When the company has surplus profit for the year, it shall first pay taxes, offset accumulated losses, and then set aside 10% as legal reserve fund. If the legal reserve fund has reached the total amount of the company's paid-in capital, the company may choose not to set aside more. In addition, the company shall comply with relevant laws and regulations to set up a special reserve fund or reverse the special reserve fund. After combining the remaining balance with the undistributed profit from previous years, the board of directors shall propose a plan for distributing profits and submit it to the shareholders' meeting for approval before distributing dividends to shareholders.
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Article 20-1: The company adopts a balanced dividend policy, taking into account the sustained growth characteristics of the industry it operates in. To meet the demand for cash inflows by shareholders and for future development of the company, the annual cash dividends shall not be less than 10% of the sum of the cash dividends and stock dividends distributed in the current year.
Chapter 7 Supplementary Provisions
Article 21: Matters not provided for in these Articles shall be handled in accordance with the provisions of the Company Act.
Article 22: These Articles were established on June 7th, 1995.
These Articles were first amended on January 4th, 1996.
These Articles were second amended on May 1st, 1997.
These Articles were third amended on June 25th, 1998.
These Articles were fourth amended on December 2nd, 1999.
These Articles were fifth amended on May 25th, 2000.
These Articles were sixth amended on April 9th, 2001.
These Articles were seventh amended on June 18th, 2002.
These Articles were eighth amended on August 8th, 2002.
These Articles were ninth amended on August 8th, 2002.
These Articles were tenth amended on April 30th, 2003.
These Articles were eleventh amended on June 11th, 2004.
These Articles were twelfth amended on May 31st, 2005.
These Articles were thirteenth amended on June 20th, 2006.
These Articles were fourteenth amended on May 22nd, 2007.
These Articles were fifteenth amended on June 19th, 2008.
These Articles were sixteenth amended on June 10th, 2009.
These Articles were seventeenth amended on June 9th, 2010.
These Articles were eighteenth amended on June 10th, 2011.
These Articles were nineteenth amended on June 13th, 2012.
These Articles were twentieth amended on June 10th, 2015.
These Articles were twenty-first amended on June 13th, 2016.
These Articles were twenty-second amended on June 11th, 2020.
These Articles were twenty-third amended on June 22nd, 2022.
These Articles were twenty-fourth amended on June 17th, 2025.
Prime Electronics and Satellites Incorporation
Chairman: Hsu, Ching-Hu
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Appendix 3. Director Nomination Procedure
Director Nomination Procedure
Article 1: The election of company directors shall be conducted in accordance with this procedure, except where otherwise provided by laws and the company's articles of association.
Article 2: The board of directors shall prepare a number of ballots equal to the number of directors to be elected and assign their voting weights. These shall be distributed to shareholders attending the general meeting, with the names of the voters written down. Identification numbers may be used in place of attendance certificate numbers on the ballots.
Article 3: The election of directors in the company shall adopt a cumulative voting system. Each share shall carry the same number of voting rights as the number of directors to be elected, allowing shareholders to concentrate their votes on one candidate or distribute them among multiple candidates.
Article 4: Directors of the company shall be elected from individuals with legal capacity, in accordance with the company's articles of association, and the quotas for independent and non-independent directors shall be separately calculated. The candidate with the most votes representing the voting rights shall be elected as the company director in sequence. In case two or more individuals receive an equal number of votes exceeding the specified quota, a lottery shall be conducted among them. If any director is absent, the chairman shall draw lots on their behalf.
Article 4-1: The selection of company directors should consider the overall composition of the board. The composition of the board should be diverse, taking into account operational requirements, business models, and development needs. Criteria for diversity may include, but are not limited to, the following:
- Basic criteria and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: Background in fields such as law, accounting, industry, finance, marketing, or technology; professional skills; and industry experience.
Board members should generally possess the knowledge, skills, and qualities necessary to fulfill their duties, including but not limited to:
- Operational judgment ability.
- Accounting and financial analysis skills.
- Management ability.
- Crisis management ability.
- Industry knowledge.
- International market perspective.
- Leadership ability.
- Decision-making ability.
The majority of board seats should not be held by individuals with a spousal or second-degree relative relationship.
The composition of the board should be reviewed based on the results of performance evaluations.
Article 4-2: The election of company directors may adopt a candidate nomination system procedure as provided in Article 192-1 of the Company Act, to review the qualifications, educational and professional background, and other matters related to the candidates. No additional qualification documents shall be arbitrarily added, and the review results shall be provided to shareholders for reference to select suitable directors.
If a director is removed for any reason, resulting in less than five directors, the company shall hold a supplementary election at the nearest general meeting. However, if the vacancies for directors reach one-third of the prescribed number of seats, the company shall convene an extraordinary general meeting to hold a supplementary election within sixty days from the occurrence of the vacancy.
When the number of independent directors is insufficient as prescribed in Article 14-2, Paragraph 1 of the Securities Exchange Act or relevant regulations, a supplementary election shall be held at the nearest general meeting. If all independent directors are removed, the company shall convene an extraordinary general meeting to hold a supplementary election within sixty days from the occurrence of the vacancy.
Article 4-3: The election of independent directors in the company adopts a candidate nomination system. The board of directors of the company or shareholders holding more than one percent of the total issued shares may provide a list of candidates for the next term of independent directors in accordance with the Company Act and related regulations.
The company shall announce the period for accepting nominations for independent director candidates, the number of independent director positions to be filled, the place of acceptance, and other necessary matters before the convening of the general meeting.
The qualification of candidates for independent directors shall be handled in accordance with relevant regulations.
Article 5: Before the election begins, the chairman shall appoint several shareholders as scrutineers and vote counters to perform their respective duties.
Article 6: The voting box for the election shall be prepared by the company and shall be publicly inspected by the scrutineers before the vote is cast.
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Article 7: If the candidate is a shareholder, the voter shall fill in the candidate's name and shareholder number in the "candidate" column of the ballot. If the candidate is not a shareholder, the voter shall fill in the candidate's name and national ID number. However, if the candidate is a government agency or a legal person shareholder, the candidate's name should be filled in the "candidate" column of the ballot. If there are multiple representatives, their names should be filled in separately.
Article 8: The following circumstances render the ballot invalid:
- Ballots not deposited in the ballot box.
- Ballots not printed by the board of directors.
- Blank ballots not filled out by the voters.
- Mismatch between the shareholder's name and shareholder number in the case of a shareholder candidate; or mismatch between the name and national ID number in the case of a non-shareholder candidate.
- Writing of other characters in addition to the candidate's name, shareholder number (national ID number), and the allocated voting weight.
- Illegible handwriting or alterations.
- Alterations to any of the filled-in names, shareholder numbers (national ID numbers), or allocated voting weights.
- Failure to fill in the candidate's name and shareholder number (national ID number) for identification purposes.
Article 9: After the completion of the voting, the votes shall be counted on the spot, and the results shall be announced immediately by the chairman, including the list of elected directors and their respective voting weights. The ballots for the election shall be sealed and signed by the scrutineers and kept securely for at least one year. However, if shareholders file a lawsuit in accordance with Article 189 of the Company Act, they shall be kept until the conclusion of the lawsuit.
Article 10: The elected directors shall be individually issued a notification of election by the board of directors.
Article 11: Matters not specified in this procedure shall be handled in accordance with the Company Act, the company's articles of association, and relevant laws and regulations.
Article 12: This procedure shall be implemented after being passed by the general meeting of shareholders, and amendments shall be made in the same manner.
These Articles were established on May 25th, 2000.
These Articles were first amended on June 18th, 2002.
These Articles were second amended on April 30th, 2004.
These Articles were third amended on May 22nd, 2007.
These Articles were fourth amended on June 10th, 2015.
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Appendix 4. Shareholding Status of All Shareholders
Shareholding Status of All Shareholders
All members of the board of directors of the Company are required to hold a minimum number of shares, and as of the closure date of this shareholders' meeting, the individual and overall shareholding of each member of the board of directors is as follows:
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The Company has issued 167,738,463 shares of stock. According to Article 2, paragraph 1 of the "Regulations Governing the Calculation of the Shareholding Percentage of Directors and Supervisors of Public Companies and Implementation of Inspection," for companies with a paid-in capital exceeding NTD 1 billion but not exceeding NTD 20 billion, the total shareholding of named stocks held by all directors shall not be less than 7.5%, and that of all supervisors shall not be less than 0.75%. In addition, according to the same paragraph, the shares held by independent directors appointed by a public company shall not be included in the above-mentioned total. If there are two or more independent directors appointed, the shareholding percentage calculated based on the above ratio shall be reduced to 80% for all directors and supervisors other than independent directors. If an audit committee has been established in accordance with the law, the requirement that supervisors hold a certain percentage of shares does not apply. Therefore, all members of the board of directors are required to hold a minimum of 10,064,307 shares, and the Company is following the requirements of Article 26, paragraph 2 of the Securities and Exchange Act.
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Details of the shareholdings of the directors are as follows:
Book closure date: April 13, 2026 / Uni: Shares
| Position | Name | Current shareholding | |
|---|---|---|---|
| Shares | Shareholding ratio (%) | ||
| Chairman | Hsu, Ching-Hui | 7,222,196 | 4.31% |
| Director | Hsieh, De-Chong | 5,364,555 | 3.20% |
| Director | Lee, Shu-Zi | 3,424,031 | 2.04% |
| Director | Hsieh, Dong-Lian | 1,859,975 | 1.11% |
| Independent director | Hsu, Shi-Han | 0 | 0.00% |
| Independent director | Chang, Yi-Chie | 0 | 0.00% |
| Independent director | Shen, Lun-Jen | 94,458 | 0.06% |
| Total number of shares held by all directors | 17,965,215 | 10.72% |
Appendix 5. Other Matters
Other Matters
At this annual shareholder’s meeting, the handling of shareholder proposals is explained as follows:
Explanation:
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Pursuant to Article 172-1 of the Company Act, shareholders holding more than one percent of the total issued shares may submit written proposals for the annual meeting, but only one proposal is allowed, and the proposal is limited to 300 words.
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The accepted period for shareholder proposal applications for annual meeting is within April 2, 2026 to April 13, 2026. The notice has been announced in accordance with the law on the Market Observation Post System.
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As of April 13, 2026, the company has not received any proposals from shareholders holding one percent or more of the total issued shares of our company.
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