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PT TECH. — AGM Information 2026
May 21, 2026
52335_rns_2026-05-21_e11d57f9-9f17-4b16-9940-960b52fd61f2.pdf
AGM Information
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Stock Code: 3518
Paragon Technologies Co., Ltd
2026 Annual Shareholders 'Meeting Meeting Agenda
Meeting date: June 9, 2026
Meeting place: No.108.Sec 1, Nankan Rd, Luzhu Dist., Taoyuan City 338, Taiwan (B1F, Ziyun Hall Hall, Monarch Skyline Hotel)
Method of convention: Physical shareholders' meeting
1
Table of Contents
I. Meeting Procedure... 2
II. Meeting Agenda... 3
III. Report Items... 4
IV. Proposals items... 6
V. Discussion items... 7
VI. Extemporary Motion... 9
VII. Attachment
1. 2025 Business Report... 10
2. 2025 Audit Committee’s Audit Report... 13
3. 2025 Endorsements and Guarantees Situation... 15
4. 2025 Directors’ Remuneration Report... 16
5. 2025 Private Placement of Common Stocks Implementation... 17
6. Implementation of the Sound Operating Plan... 20
7. Accountant’s Audit Report and 2025 Financial Statements... 22
8. Assessment Report on the Necessity and Reasonableness of Private Placement... 42
9. Articles of Incorporation... 53
10. Rules of Procedure for Shareholders’ meetings... 57
11. Directors’ Shareholding Statement... 60
Paragon Technologies Co., Ltd
2026 Annual Shareholders’ Meeting
Meeting Procedure
I. Call meeting to order
II. Chairman’s address
III. Report Items
IV. Proposals items
V. Discussion items
VI. Extemporary Motion
VII. Adjournment
2
Paragon Technologies Co., Ltd
2026Annual Shareholders 'Meeting
Meeting Agenda
Meeting date: June 9, 2026 (Tuesday), at 9:00 a.m.
Meeting place: No.108.Sec 1, Nankan Rd, Luzhu Dist., Taoyuan City 338, Taiwan (Monarch Skyline Hotel B1 Purple Cloud Hall 1)
Method of convention: Physical shareholders' meeting
I. Call Meeting to Order (report of shareholding attendance)
II. Chairman's Address
III. Report Items
1. 2025 Business Report
2. Audit Committee's Review Report on the 2025 Financial Statements.
3. The Status of 2025 Endorsement and Guarantee.
4. Distribution of the 2025 Compensation of Directors.
5. Report on the Status of the 2025 Private Placement of Common Shares.
6. Report on the Issuance of the First Secured Convertible Corporate Bonds in 2024.
7. Report on the Implementation of the Sound Operational Plan for the 2024 Cash Capital Increase Project.
IV. Proposals items
1. 2025 Business Report and Financial Statements.
2. Adoption of the Proposal for 2025 Deficit Compensation.
V. Discussion items
1. Proposal for the private placement of common shares through a cash capital increase.
VI. Extemporary Motion
VII. Adjournment
3
Report Items
- 2025 Business Report, for your approval.
Explanation: 2025 Business Report, please refer to P.10-12 of the agenda.
- Audit Committee’s Review Report on the 2025 Financial Statements.
Explanation: Audit Committee’s Review Report on the 2025 Financial Statements., please refer to P.13-14 of the agenda.
- The Status of 2025 Endorsement and Guarantee, for your approval.
Explanation: A As of December 31, 2025, the Company’s Endorsement and Guarantee, please refer to P. 15 of the agenda.
- Distribution of the 2025 Compensation of Directors, for your approval.
Explanation: (1) Directors’ remuneration of the Company payment policy, system, standard and structure, and according to factors, like his/her responsibility, risk, and investing time, etc., the relevance between the description and remuneration payment amount:
- Remuneration payment policy, standard and combination
According to the Company’s Articles of Incorporation, when a shareholder exercises the Company’s duties, his/her remuneration is paid by authorized Board of Directors in accordance with his/her participation degree and contributed value for the Company’s operation, and referring to the normal standard in the same industry, and the termination shall not exceed the standard of the highest salary level specified in the Company’s salary audit procedure. If the Company has earnings, the remuneration shall be allotted in accordance with Article 23 of the Company’s Articles of Incorporation.
- Formulation procedure of Remuneration
Evaluation of the Company’s directors and managerial officers’ remuneration shall be conducted in accordance with the Company’s Rules for Performance Evaluation of Directors and Managerial Officers, and according to Remuneration Committee Charter, refer to payment of normal level in the same industry, and considering the time invested by a person, duties, achievement of personal goals, performance of serving at other position, salary of the same level position paid by the Company in recent years, and achievement of the Company’s short-term and long-term business goals, the Company’s financial situation, etc. to evaluate relevant rationality of personal performance and the Company’s business performance and future risk, and evaluation of directors’ and managerial officers’ performance, and salary shall be audited by remuneration committee and the Board of Directors.
- Relevance between business performance and future risk
According to items specified in Rules for Performance Evaluation of directors and managerial officers, directors’ performance is evaluated, and remuneration committee periodically reviews relevant policy, system, standard and structure to assure rationality of performance appraisal items.
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2025 directors’ separate remuneration statement, please refer to P.16 of the agenda.
-
2025 private placement of common stocks implementation report, for your approval.
Explanation: 1. After approved by a resolution of a shareholders’ meeting on June 11, 2025, the Company authorized the Board of Directors to conduct securities private placement: issue: increased capital by cash for issuing common stocks by the way of private placement within total issue amount less than 25,000,000 shares, the denomination per share was NT$ 10, and submitted to a shareholders’ meeting for authorizing the Board of Directors to issue by in two
times within one year from the resolution date of a shareholders' meeting.
- The Company completed first common stock placement 5,000,000 shares on January 2, 2026, issue price was NT$ 20 per share, the placement capital was NT$ 100,000,000, and the remaining amount was not continuing to conduct approved by the Board of Directors' meeting on April 14, 2026 when it was expired.
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Relevant conducted situation, please refer to P. 17-19 of the agenda.
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Report on the Issuance of the First Secured Convertible Corporate Bonds in 2024., for your approval.
Explanation: The execution status of our company's issuance of domestic guaranteed convertible corporate bonds is as follows:
| Types of corporate bonds | Domestic 1st secured convertible bonds | |
|---|---|---|
| Approval number of the competent authority | Financial Supervision Commission May 23,2024 | |
| Financial Supervisory Commission letter No. 11303413361 | ||
| Issue date | August 15,2024 | |
| Each issued denomination | NTD$100,000. | |
| Issue price per share | NTD$118.63. (Issued at 118.63% of par value) | |
| Total issued denomination | Total denomination: NTD$300,000,000. | |
| Coupon Rate | Coupon Rate 0% | |
| Issue period | 3years ; August 15,2024~ August 15,2027 | |
| Conversion Price | NTD$34.9. | |
| Bond redemption conditions | Please refer to Article 18 of the Issuance and Conversion Rules | |
| As of April 11, 2026 | Number of units converted | 0 units |
| Unconverted amount | NTD$300,000,000. |
- Report on the Implementation of the Sound Operational Plan for the 2024 Cash Capital Increase Project, for your approval.
Explanation: Pursuant to the Financial Supervisory Commission Letter No. 1130341336 and No. 11303413361 dated May 23, 2024, the implementation of the sound operating plan should be reported to the shareholders' meeting. For the report on the implementation of the sound operating plan, please refer to P.20-21 of this manual.
Proposals items
- (Proposed by Board of Directors)
Proposal: 2025 Business Report and Financial Statements, for your approval.
Explanation: 1. 2025 the Company’s financial statements were audited by accountants Weng, Bo-Ren and Yu, Meng-Kuei of Deloitte, Taiwan and audit report has been offered.
- The preceding financial statements and the business report were reviewed by audit committee, and approved by a resolution of the Board of Directors’ meeting, please refer to P.10-12, P.22-41 of the agenda.
Resolution:
- (Proposed by Board of Directors)
Proposal: Adoption of the Proposal for 2025 Deficit Compensation., for your approval.
Explanation: 1. The Company's accumulated loss at the beginning of the period was NT$0. After deducting the net loss after tax of NT$149,392,318 in 2025 and adding the remeasurement of defined benefit plans recognized in retained earnings of NT$1,340,886, the loss to be offset at the end of the period was NT$148,051,432.
- Please refer to the 2025 Deficit Compensation Statement as follows:
Paragon Technologies Co., Ltd.
Deficit Compensation Statement
2025
Unit: New Taiwan Dollars
| Item | Amount |
|---|---|
| Accumulated deficit at the beginning of the period | 0 |
| Less: Net loss after tax for the year 2025 | (149,392,318) |
| Add: the remeasurement of defined benefit plans recognized in retained earnings | 1,340,886 |
| Accumulated deficit to be compensated | (148,051,432) |
Chairman: Huang, Yi-Chun Managerial officer: Yu, Hsiu-Ping Accounting in charge: Liu, Ming-Yi
- Company proposed not to distribute dividends, of directors and employee bonus.
Resolution:
Discussion items
- (Proposed by Board of Directors)
Proposal: We hereby submit for approval the proposal of issuing common shares by private placement for cash capital increase.
Explanation:
1. To enrich working capital, improve financial structure, or support other long-term funding needs for the company's development, as well as to explore opportunities for diversified operations and strategic industry collaborations to expand the company's future business scale and create long-term value for shareholders, the company intends to issue common shares through private placement within a limit of 25,000,000 shares, with a par value of NT$10 per share. The issuance will be carried out in two tranches within one year from the date of the shareholders' meeting resolution, subject to market conditions and the company's needs, and the board of directors will be authorized by the shareholders' meeting to execute the plan.
- In accordance with Article 43-6 of the Securities and Exchange Act, the method and contents of the private placement are described below:
i. Basis and Reasonableness of Private Placement Price Determination:
(1) The reference price for the subscription price of common shares in the private placement is calculated by taking the simple arithmetic average of the closing price of common shares for one, three or five business days prior to the pricing date, less the ex-rights and dividends of the uncompensated share allotment and adding back the anti-exclusion price of the capital reduction; or the simple arithmetic average of the closing price of common shares for 30 business days prior to the pricing date, less the ex-rights and dividends of the uncompensated share allotment and adding back the anti-exclusion price of the capital reduction, whichever is the higher. The higher of the two basis prices is used as the reference price.
(2) It is proposed that the shareholders' meeting authorize the Board of Directors to set the private placement price at not less than 80% of the reference price in accordance with the above provisions, subject to future approvals of specific parties and market conditions.
(3) The price of the aforementioned private placement of common stock was determined by reference to the Company's operating performance, future prospects and recent stock price, respectively, and was reasonable in light of the three-year transfer restriction on the delivery date of the private placement of marketable securities.
ii. Selection Method of Specific People:
(1) The targets of this private placement are limited to specific individuals who meet the requirements of Article 43-6 of the Securities and Exchange Act, the Financial Supervisory Commission's Order No. 1120383220 dated September 12, 2023, and the relevant directives such as "Precautions for Publicly Issued Companies Conducting Private Placements of Securities," with priority given to those who can benefit the Company's long-term development, competitiveness, and existing shareholders' equity.
(2) The Company currently has no designated specific individuals. The Board of Directors is authorized to handle all matters related to the selection of designated specific individuals.
iii. Necessary reasons, amount, purpose of funds, and estimated benefits of the private placement:
(1) Reasons for not adopting a public offering: Considering the current capital market conditions and the need to grasp the timeliness and feasibility of raising capital in order to obtain the necessary funds in the shortest possible time to achieve the goal of introducing investors, and the fact that private placement shares have restrictions on transfer, which can better ensure a long-term cooperative relationship between the company and investors.
(2) Private Placement Quota, Use of Funds, and Expected Benefits: The Board of Directors is authorized to conduct the private placement in two installments within one year from the date of the shareholders' meeting resolution, up to a limit of 25,000,000 ordinary shares. The proceeds from this private placement of ordinary shares will be used to replenish working capital, meet the company's long-term development funding needs, and repay bank loans. The expected benefits are
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enhanced operational competitiveness, strengthened overall financial structure, and improved operational efficiency, which will benefit shareholders. The intended use of funds and expected benefits of this private placement are as follows:
| No. of Issues | Expected issuance size | Purpose of Funds | Expected Benefits |
|---|---|---|---|
| 1st | Less than 12,500,000 shares | To replenish working capital, meet the company's long-term development funding needs, and repay bank loans | To enhance the Company's operational competitiveness, strengthen the overall financial structure and improve operational efficiency in favor of shareholders' interests. |
| 2nd | Less than 12,500,000 shares | ||
| Regarding the first and second planned issuance amounts mentioned above, the number of shares for each private placement may be adjusted based on the actual issuance conditions. When executing each issuance, any previously unissued shares and the subsequently planned issuance shares may be issued in whole or in part. However, the total number of issued shares shall not exceed 25,000,000 shares. |
iv. The number of privately placed shares introduced this time will not cause a significant change in the company's management. However, it cannot be ruled out that there may be changes in the number of board seats. Therefore, in accordance with the "Precautions for Publicly Offered Companies to Conduct Private Placement of Securities", the underwriter is requested to issue an "Assessment Opinion on the Necessity and Reasonableness of Conducting Private Placement". Please refer to pages 42-52 of this manual.
v. The rights and obligations of the privately placed common stock are the same as those of the Company's outstanding common stock. However, within three years after the delivery of the privately placed securities, the securities are restricted from being transferred, except for the transferee in accordance with Article 43-8 of the Securities and Exchange Act. The Company intends to obtain a letter of consent from the Taiwan Stock Exchange Corporation (TSE) that meets the listing standards in accordance with the relevant laws and regulations three years after the delivery of the privately-placed securities and, based on the letter of consent, to complete the additional public offering review procedures with the competent authorities before submitting an application for listing and trading.
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If the newly issued ordinary shares are calculated at the maximum of 25,000,000 shares, and based on the company's currently outstanding ordinary shares, the dilution ratio to existing shareholders' equity would be a maximum of 24.83%. Considering that the funds raised in this offering are expected to be used to meet the company's long-term development funding needs, and that the benefits will contribute to shareholders' equity, the proposed issuance of new shares will not cause significant dilution to the equity of existing shareholders.
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With respect to the conditions of issuance or private placement, plan for use of funds, use of funds, expected progress, expected benefits, and other related matters, it is proposed that the shareholders' meeting authorize the board of directors to set, adjust, and handle these matters in accordance with the Company's actual needs, market conditions, and relevant laws and regulations. In the event of any future revisions by the competent authorities or based on operational evaluations or due to changes in the objective environment, the Board of Directors will be authorized to deal with such matters in accordance with the prevailing market conditions and laws and regulations.
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To complete the Fundraising Program, it is proposed to authorize the Chairman of the Board or his designee to execute on behalf of the Company all deeds or documents relating to the issuance of the Common Shares in the Private Placement, to perform all operations necessary to effect the issuance of the Common Shares in the Private Placement and other matters not yet completed.
Resolution:
9
Extemporary Motions
Adjournment
Attachment I
Business Report
In recent years, the competitive landscape of the global technology industry has undergone rapid changes. In the face of volatile international conditions, rising tariff barriers, and increasingly stringent export controls and geopolitical fragmentation risks, traditional single-market and contract manufacturing models are being severely challenged. According to market research institutions, global notebook shipments are expected to face downward revision pressure, affected by rising costs of key components and cautious end-market demand. In response to short-term fluctuations in market size, the Company has proactively adjusted its strategies with a pragmatic approach. The Company not only responds flexibly to the restructuring of the supply chain, but also transforms external challenges into opportunities for corporate transformation by accelerating the deployment of silicon carbide (SiC) and physical vapor deposition (PVD) core technologies, thereby enhancing its long-term competitiveness through technological upgrades. The operating results for Fiscal Year 2025 and the business plan for Fiscal Year 2026 are hereby reported as follows:
- 2025 business report
(1) Operating results
2025 consolidated operating revenue of Paragon was NT$ 319,9025 thousand; operating net loss was NT$ 157,064 thousand; net loss after tax was NT$ 149,3936 thousand; net loss after tax per share was NT$ 1.56; shareholders' equity was NT$ 1,400,119 thousand, and net worth per share was NT$ 13.64.
(2) Budget implementation: the Company did not publish financial forecasting, so there's no situation of budget achievement.
(3) Analysis of financial income and expenditure and profitability:
| Item | FY 2025 | FY 2024 | ||
|---|---|---|---|---|
| Financial Structure | Debt-to-Asset Ratio (%) | 37.66 | 33.37 | |
| Long-term capital to fixed assets ratio (%) | 212.38 | 684.48 | ||
| Profitability | Return on Assets (ROA) (%) | (6.12) | (10.90) | |
| Return on Equity (ROE) | (10.47) | (15.83) | ||
| Percentage of paid-in capital (%) | Operating income | (15.30) | (15.04) | |
| Profit Before Tax | (11.94) | (14.31) | ||
| Net Profit Margin (%) | (46.70) | (59.92) | ||
| EPS (NT$) | (1.56) | (2.39) |
(4) Research and development condition: R&D expenses invested in 2025 was NT$ 53,118 thousand, and accounted for 16.60% of consolidated operating revenue.
- 2025 business plan
Looking ahead to Fiscal Year 2026, the overall environment presents both challenges and opportunities. According to the latest report by TrendForce, affected by limited momentum in economic recovery, increasingly conservative consumer behavior, and the
rapid increase in the cost of components such as memory, global notebook shipments in 2026 are expected to face downward revision pressure, with an estimated annual decline of approximately 5.4%. In response to changes in the industry, while maintaining its market share in existing EMI products, Paragon will shift its strategic focus toward increasing the proportion of revenue derived from high-value-added functional coatings and silicon carbide (SiC) product applications. The Company continues to invest resources in the development of advanced PVD processes and silicon carbide integration technologies, covering applications in advanced semiconductor processes, irregular crystal processing, artificial intelligence (AI), 5G networks, electric vehicles (EV), renewable energy, and wearable devices (AR). In addition, the Company has initiated the research and development of next-generation large-size crystal technologies to enhance product diversification and overall competitiveness.
In the fiscal year 2026, Paragon will continue to optimize its product portfolio and expand into advanced manufacturing processes and integrated services. The future operating strategies are as follows:
- To continue to deepen its presence in the notebook market for EMI and decorative film products, thereby consolidating market share.
- To expand the application of PVD process technologies, enhance capacity utilization, and enter higher-end markets.
- To actively develop new applications for silicon carbide materials and PVD process technologies, promote integrated high-value-added solutions, and adjust the business model to reduce reliance on pure contract manufacturing.
- To continuously implement process optimization projects, strengthen in-house equipment development capabilities, optimize costs, and improve production efficiency.
Under the dual-track deployment of PVD and silicon carbide (SiC) products, Paragon, while consolidating its leading position in the notebook EMI shielding market, also actively focuses on the development of advanced applications in the semiconductor field. The Company actively develops environmentally friendly processes in compliance with ESG requirements and flexibly allocates resources to transform toward a provider of PVD equipment and technical services. Leveraging the superior physical properties of silicon carbide, the Company not only continues to enhance its presence in the electric vehicle (EV) market, but also, in response to the semiconductor industry's demand for large-size materials, has initiated forward-looking technology research and development and facility deployment. The Company aims to establish capabilities in process design and integration for irregular-shaped machining. Through the integration of these two core technologies, Paragon will move beyond the role of a single-material supplier and comprehensively promote integrated high-value-added solutions to meet the growing market demand for advanced and customized silicon carbide materials, thereby injecting stable growth momentum into future operations.
In terms of research and development, Paragon, with “environmental sustainability, innovation, and professionalism” as its core principles, is committed to the deep integration of material innovation, process design, and in-house equipment development, while proactively deploying silicon carbide material applications and specialized processing technologies. At the same time, through optimization of upstream and downstream processes
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and the establishment of strategic alliances across the value chain, the Company aims to develop integrated high-value-added solutions. By strengthening cross-industry collaboration and deepening partnerships, Paragon will continue to enhance its core competitiveness and demonstrate its long-term corporate value.
Looking ahead, Paragon will uphold a pragmatic approach in planning its growth objectives, with a comprehensive focus on the in-depth development of advanced PVD process technologies and the silicon carbide material market, while optimizing its profit structure to generate long-term and stable growth momentum for future operations.
On behalf of the Company, we hereby express our sincere appreciation to our shareholders for their long-term support and trust, and we look forward to your continued encouragement.
Chairman: Huang, Yi-Chun General Manager: Yu, Hsiu-Ping Accounting in charge: Liu, Ming-Yi
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Attachment II
Paragon Technologies Co., Ltd.
Audit Committee’s Audit Report
The Company’s Board of Directors prepared (1) 2025 consolidated financial statements and individual financial statement was audited by accountants Weng, Bo-Ren and Yu, Meng-Kuei of Deloitte, Taiwan and audit report has been offered; and (2) the business report, the Audit Committee has reviewed it and finds no discrepancies. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the report is submitted above for your review.
Faithfully
2026 Annual Shareholders’ Meeting of the Company
Paragon Technologies Co., Ltd.
Convener of the audit committee: Zheng, Qin-Xin
March 16, 2026
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Paragon Technologies Co., Ltd.
Audit Committee’s Audit Report
The Board of Directors of this Company has submitted a loss compensation proposal for the fiscal year 2025. This proposal has been reviewed by the Audit Committee and is deemed to be in compliance with the requirements. Therefore, this report is submitted in accordance with Article 219 of the Securities and Exchange Act for your review.
Faithfully
2026 Annual Shareholders’ Meeting of the Company
Paragon Technologies Co., Ltd.
Convener of the audit committee: Zheng, Qin-Xin
April 14, 2026
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Attachment III
Paragon Technologies Co., Ltd. and Its Subsidiaries
ENDORSEMENTS AND GUARANTEES FOR OTHERS
From January 1 to December 31, 2025
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| No. (Note 1) | Endorser/Guarantor Name | Endorsee/Guarantee | Limits on endorsement/guarantee amount provided to each guaranteed party (Notes 3) | Maximum balance for the period | Ending balance | Amount actually drawn | Amount of endorsement/guarantee collateralized by properties | Ratio of Accumulated Endorsement/Guarantee to Net Equity in Latest Financial Statements (%) | Maximum endorsement/guarantee amount allowable (Note 3) | Guarantee provided by parent company | Guarantee provided by subsidiaries in Mainland China | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of relationship (Note 2) | ||||||||||||
| 0 | Paragon Technologies Co., Ltd. | Jing Cheng Material Co., LTD. | (2) | $ 280,024 (Note 3) | $ 202,272 | $ 202,272 | $ 168,577 | $ 118,395 | 14.45% | $ 700,060 | Y | N | N |
| 1 | MACRO SIGHT INTERNATIONAL CO., LTD. | Jing Cheng Material Co., LTD. | (4) | 280,024 (Note 4) | 59,769 USD 1,800 | 56,574 USD 1,800 | 45,000 | 56,574 USD 1,800 | 4.04% | 700,060 | N | N | N |
| 1 | MACRO SIGHT INTERNATIONAL CO., LTD. | Paragon Technologies Co., Ltd. | (4) | 700,060 (Note 4) | 150,000 | 150,000 | 150,000 | 107,904 RMB 24,000 | 10.71% | 700,060 | N | Y | N |
| 2 | Jing Cheng Material Co., LTD. | Paragon Technologies Co., Ltd. | (4) | 700,060 (Note 4) | 150,000 | - | - | - | - | 700,060 | N | Y | N |
Note 1: Coding is as follows:
(1) The issuer is coded "0".
(2) The investee companies are coded consecutively beginning from "1".
Note 2: There are 7 types of relationships between endorser and endorsee, the types can be indicated:
(1) The company with business dealings with the Company.
(2) The company directly or indirectly held by the Company by more than 50% voting shares.
(3) The company directly or indirectly held the Company by more than 50% voting shares.
(4) The company directly or indirectly held by the Company by more than 90% voting shares.
(5) The company provides mutual guarantees to each other based on the contract for the purpose of contracted engineering projects.
(6) The company in which all shareholders, based on their shareholding percentage, provide endorsements and guarantees due to the joint investment relationship.
(7) Joint and several guarantees provided by company engaged in pre-sale house contracts and selling in accordance with the Consumer Protection Act.
Note 3: The total amount of the endorsement/guarantee provided by the Company shall not exceed 50% percent of net worth. The cumulative amount of endorsement/guarantee for a single company shall not exceed 20% of net worth, and shall not exceed 50% of net worth for a single overseas associate. However, for endorsement/guarantee made due to business relationships, it shall not exceed the total amount of transactions between the Company and the other party in the most recent year (whichever is higher between the purchase or sales amount).
Note 4: The total amount of external endorsements/guarantees of subsidiaries, MACRO SIGHT INTERNATIONAL CO., LTD. and Jing Cheng Material Co., Ltd., shall not exceed 50% of net worth of the ultimate parent company for the current period. The cumulative amount of endorsement/guarantee for a single company shall not exceed 20% of net worth of the ultimate parent company, and shall not exceed 50% of net worth of the ultimate parent company for a single overseas associate and parent company. However, for endorsement/guarantee made due to business relationships, it shall not exceed the total amount of transactions between the Company and the other party in the most recent year (whichever is higher between the purchase or sales amount).
Attachment IV
2025 Directors' Remuneration Receiving Situation
Unit: NTDS thousand; thousand shares
| Title | Name | Remuneration to directors | Sum of A+B+C+D and ratio to net income (%) | Remuneration received by directors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income | Remuneration received from investor enterprises other than subsidiaries or from the parent company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Retirement pay and pension(B) | Director profit-sharing compensation(C) | Expenses and perquisites (D) | Salary, rewards, and special disbursement (E) | Retirement pay and pension(F) | Employee Compensation(G) | ||||||||||||||||
| The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | |||
| Chairman | Chan Tung International Investment Co., Ltd Representative: Huang, Yi-Chun | 0 | 0 | 0 | 0 | 0 | 0 | 36 | 36 | 36 -0.02% | 36 -0.02% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 36 -0.02% | 36 -0.02% | None |
| Director | Chen, Tsai-Pu | 600 | 600 | 0 | 0 | 0 | 0 | 36 | 36 | 636 -0.43% | 636 -0.43% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 636 -0.42% | 636 -0.42% | None |
| Director | Chen, Wan-De (Note 1) | 0 | 0 | 0 | 0 | 0 | 0 | 18 | 18 | 18 -0.01% | 18 -0.01% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 18 -0.01% | 18 -0.01% | None |
| Independent Director | Liu, Yi-Zhen | 480 | 480 | 0 | 0 | 0 | 0 | 42 | 42 | 522 -0.35% | 522 -0.35% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 522 -0.35% | 522 -0.35% | None |
| Independent Director | Su, Cong-Min | 480 | 480 | 0 | 0 | 0 | 0 | 36 | 36 | 516 -0.35% | 516 -0.35% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 516 -0.35% | 516 -0.35% | None |
| Independent Director | Zhang, Dong-Long | 480 | 480 | 0 | 0 | 0 | 0 | 36 | 36 | 516 -0.35% | 516 -0.35% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 516 -0.35% | 516 -0.35% | None |
| Independent Director | Zheng, Qin-Xin | 480 | 480 | 0 | 0 | 0 | 0 | 42 | 42 | 522 -0.35% | 522 -0.35% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 522 -0.35% | 522 -0.35% | None |
| 1. Please describe the independent director's compensation policy, system, standards, and structure, and explain the correlation between the amount of compensation and their responsibilities, risks, and input time: Our company's independent directors serve as members of the Audit Committee and the Remuneration Committee, receiving fixed director remuneration. In addition, their participation in director remuneration distribution is based on their level of involvement in company operations and their contribution value.2. In addition to the disclosure in the table above, the remuneration received by company directors for services provided in the past year (such as serving as a consultant for the parent company/ all companies listed in the financial reports/ non-employee advisors for invested businesses): None. |
Note 1: Director Mr. Chen Wan-De resigned on May 16, 2025.
Attachment V
2025 Private Placement Common Stocks Implementation
| Item | 2025 First Private Placement First Phase
Issuance date: January 2, 2026 |
| --- | --- |
| Private Placement Securities type | Common stocks |
| Approval date and Number of Shareholders’ Meeting | Date: June 12, 2025
Number: within 25,000,000 shares |
| Base and Rationality of Price Setting | (1) The reference price for determining the subscription price of the privately placed common shares shall be calculated based on the higher of the following two bases. One is the simple arithmetic average of the closing prices of the Company’s common shares for any one of the one, three, or five business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction. The other is the simple arithmetic average of the closing prices of the Company’s common shares for the thirty business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction. The higher of the calculated prices under the above two bases shall be used as the reference price.
(2) The date of the Board of Directors meeting on November 5, 2025 is hereby designated as the pricing date for the first issuance of privately placed common shares:
(3) The private placement price for this offering is determined according to the pricing principles resolved at the Company’s Annual General Meeting held on June 11, 2025. November 5, 2025 is designated as the pricing date for this private placement. The reference price is calculated as follows: (a) The simple arithmetic average of the closing prices of the Company’s common shares for any one of the one, three, or five business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction, are NT$20.15, NT$20.63, and NT$20.98, respectively. Among these, the average closing price for the five business days, being NT$20.98, is selected; (b) The simple arithmetic average of the closing prices of the Company’s common shares for the thirty business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction, is NT$21.62. Comparing (a) and (b), the higher value of NT$21.62 is adopted as the reference price. Taking into account the Company’s operating performance, market conditions, and the restriction under the Securities and Exchange Act that |
18
| privately placed securities may not be freely transferred within three years, the actual private placement price is set at NT$20 per share. This price is not lower than 80% of the reference price and remains within the scope authorized by the shareholders’ meeting resolution. | |||||
|---|---|---|---|---|---|
| Specific Person Selecting Method | 1. The subscribers in this private placement shall be limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act, and shall be strategic investors. Priority shall be given to those who can generate benefits for the Company’s long-term development and competitiveness, as well as for the interests of existing shareholders. | ||||
| 2. The purpose, necessity, and expected benefits of selecting strategic investors are to meet the Company’s operational development needs. Through the participation of strategic investors, it is expected that the Company will be directly or indirectly assisted in areas such as finance, business development, production, technology, procurement, management, and strategic planning, thereby enhancing the Company’s competitiveness, improving operational efficiency, and supporting long-term development, which should have a positive impact on shareholders’ equity. | |||||
| Necessary Reasons of Conducting Private Placement | Considering the current conditions of the capital market, as well as the timeliness and feasibility of capital raising, the Company adopts the private placement method in order to obtain the required funds within the shortest possible timeframe and to facilitate the introduction of strategic investors. In addition, as privately placed shares are subject to transfer restrictions, such arrangement is more conducive to ensuring a long-term cooperative relationship between the Company and its strategic investors. | ||||
| Price Payment Complete Date | November 19, 2025 | ||||
| Applicant Information | Private placement object | Qualification | Number of subscription | Relationship with the Company | Participation in the Company’s operation |
| Huang, Chang-Hua | Conform to Article 43-6, subparagraph 2 | 500,000 | None | None | |
| Chen, Li-Hua | Conform to Article 43-6, subparagraph 2 | 4,500,000 | None | None | |
| Actual Price of Subscription | NT$ 20.- | ||||
| Difference of Actual Price of Subscription and Reference Price | The private placement price of the common shares is set at NT$20 per share, which is approximately 90% of the reference price of NT$21.62, and is in compliance with the requirement that the price shall not be lower than 80% of the reference price. | ||||
| Influence of Conducting Private Placement for | Considering that the funds to be raised in this offering are intended for purposes such as strategic alliance development or the strengthening of |
| Shareholders’ Equity | working capital, and that the expected benefits will contribute positively to shareholders’ equity, the issuance of new shares in this private placement is not expected to cause a material dilution of the interests of existing shareholders. |
|---|---|
| Utilization Situation of Private Placement and Plan Implementation Progress | The funds raised from this private placement of common shares will be used to strengthen working capital to meet the Company’s long-term development needs and to repay bank borrowings. The expected benefits include enhancing the Company’s operational competitiveness, strengthening its overall financial structure, and improving operational efficiency, which will be beneficial to shareholders’ equity. The Company plans to repay bank borrowings in the amount of NT$10,000,000 in the fourth quarter of 2025 and NT$30,000,000 in the first quarter of 2026. |
| Private Placement Benefit Appearance Situation | Enhance the Company’s operational competitiveness, strengthen its overall financial structure, and improve operational efficiency, thereby contributing to the Company’s long-term development. |
19
Attachment VI
Implementation of the Sound Operating Plan
- In accordance with the Financial Supervisory Commission's letter No. 1130341336 and No. 11303413361, dated May 23, 2024, issued by the Financial Supervisory Commission.
- Implementation situations in FY 2025:
Unit: NT$ thousand
| Item | Estimated Value | Actual Value | Difference | Achievement rate (%) |
|---|---|---|---|---|
| Operating Revenue | 535,237 | 319,902 | ( 215,335 ) | 60% |
| Operating Costs | 548,489 | 298,183 | ( 250,306 ) | 54% |
| Gross profit (loss) from operations | ( 13,252 ) | 21,719 | 34,971 | 164% |
| Operating Expenses | 225,166 | 178,783 | ( 46,383 ) | 79% |
| Net Profit (Loss) from Operations | ( 238,418 ) | ( 157,064 ) | 81,354 | 66% |
| Non-operating Income (Expense) | ( 2,956 ) | 34,461 | 37,417 | 1166% |
| Income (Loss) Before Taxes | ( 241,374 ) | ( 122,603 ) | 118,771 | 51% |
| Income tax expense | 38,503 | 28,810 | ( 9,693 ) | 75% |
| Gain (loss) on discontinued operations | - | 2,020 | 2,020 | - |
| Net profit (loss) for the period | ( 279,877 ) | ( 149,393 ) | 130,484 | 53% |
(1) Operating Revenue:
The company's operating revenue for fiscal year 2025 was NT$319,902,000, which is 60% of the original estimate of NT$535,237,000. This was mainly due to the delay in the construction of the new plant and the fact that the silicon carbide business was still in the pre-mass production preparation stage, resulting in a decrease in operating revenue compared to the original estimate.
(2) Operating Costs:
The annual operating cost for 2025 was NT$298,183,000, which is 54% of the original estimate of NT$548,489,000. With the adjustment of the capacity expansion process, the related manufacturing expenses were controlled accordingly, and the overall cost structure remained stable, resulting in a decrease in operating cost compared to the original estimate.
(3) Gross profit (loss) from operations:
The gross profit was NT$21,719,000, achieving 164% of the original estimate of NT$13,252,000. This was mainly due to the continued strengthening of cost and process control before the full expansion of production capacity, which resulted in a better-than-
expected gross profit performance.
(4) Non-operating Income (Expense):
Non-operating income (expenses) for fiscal year 2025 was NT$34,461,000, achieving 1,166% of the original estimate of NT$2,956,000. This was mainly due to gains from the valuation of financial assets, which contributed to overall profitability.
(5) Net profit (loss) for the period:
In summary, although the company was still in the operational adjustment phase in 2015, effective cost and expense control, coupled with the contribution of non-operating income, resulted in a significant improvement in net loss compared to the original forecast, and the overall financial performance was better than expected.
(6) Other explanatory notes:
On September 18, 2023, the Board of Directors of the Company resolved that its subsidiary, Jinghua International Investment Co., Ltd., would sell its 100% equity interest in Baiting (Suzhou) Optoelectronic Technology Co., Ltd. In accordance with IFRS 5 "Non-current assets to be disposed of and suspended units", the disposed asset was transferred to non-current assets to be disposed of, and the non-current assets to be disposed of met the definition of a suspended unit and were therefore presented as a suspended unit.
21
Attachment VII
Independent Auditors' Report
Paragon Technologies Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Paragon Technologies Co., Ltd. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by 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 Paragon Technologies Co., Ltd. and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter for the consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 2025 is stated as follows:
Shipping Authenticity of Revenues for Some Specific Clients
Explanation of Key Audit Matters
The Company and its subsidiaries are mainly engaged in manufacturing EMI, Optoelectronic, and optical film, and research, development, manufacturing, processing and trading of machinery and equipment, and components. The 2025 recognition of operating revenue is NTD $319,902 thousand Based on the importance and Bulletin of Standards on Auditing, the sales recognition is the significant risk. Therefore, we believe the occurrence of sales revenue of the Company and
its subsidiaries for some specific clients has a significant impact on the consolidated financial statements. Thus, the shipping authenticity for revenues of some specific clients is listed as the key audit matters this year. Refer to Note 4 (16 and 28) for the explanation of sales recognition policies.
We performed the following main audit procedures:
- Understand and test the design and implementation of internal controls related to the sales recognition of some specific clients.
- Sample the revenue details from the above specific clients, review the supporting documentation and test the receipts to confirm that sales transactions have actually occurred.
- Examine whether significant sales returns and allowances have occurred after the balance sheet date to confirm whether revenues from some specific clients are materially misstated.
Other Matter
We have also audited the individual financial statements of Paragon Technologies Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, matters related to using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company and its subsidiaries' financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 in the consolidated financial statements. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
23
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and its subsidiaries' internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its subsidiaries' ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company 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 disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express and 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the Company and its subsidiaries 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.
*These consolidated financial statements are translated from the traditional Chinese version and are unaudited by a CPA.
24
Deloitte & Toche
Accountant Weng, Bo-Ren
Accountant Yu, Meng-Kuei
Approval No. of Financial Supervision Commission
No. Financial-Supervisory-Securities-Auditing-1010028123
Approval No. of Financial Supervision Commission
No. Financial-Supervisory-Securities-Auditing- 1130357402
March16,2026
25
Paragon Technologies Co., Ltd. and Its Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Codes | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 443,330 | 20 | $ 1,069,070 | 49 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4, 7, 22 and 23) | 142,104 | 6 | 180 | - |
| 1136 | Financial assets at amortized cost - current (Notes 4, 9, 10 and 38) | 237,035 | 11 | 227,876 | 10 |
| 1170 | Accounts receivable (Notes 4, 11 and 28) | 235,470 | 11 | 246,227 | 11 |
| 1200 | Other receivables (Notes 4 and 11) | 1,080 | - | 4,880 | - |
| 1220 | Current tax assets (Notes 4 and 30) | 9,504 | - | 9,925 | 1 |
| 130X | Inventories (Notes 4 and 12) | 11,503 | 1 | 20,160 | 1 |
| 1429 | Prepayments (Note 20) | 30,779 | 1 | 19,139 | 1 |
| 1460 | Non-current assets for sale (Notes 4 and 13) | 10,132 | - | 10,132 | 1 |
| 1470 | Other current assets (Note 20) | 1,404 | - | 1,192 | - |
| 11XX | Total current assets | 1,122,341 | 50 | 1,608,781 | 74 |
| Non-current assets | |||||
| 1600 | Property, plant and equipment (Notes 4, 16 and 38) | 879,322 | 39 | 272,987 | 13 |
| 1755 | Right-of-use assets (Notes 4 and 17) | 118,383 | 5 | 140,476 | 6 |
| 1805 | Goodwill (Notes 4 and 18) | 9,051 | - | 9,051 | - |
| 1821 | Intangible assets (Notes 4 and 19) | 1,078 | - | 770 | - |
| 1840 | Deferred tax assets (Notes 4 and 30) | 38,510 | 2 | 32,440 | 1 |
| 1915 | Prepayment for equipment (Note 20) | 33,608 | 2 | 83,365 | 4 |
| 1920 | Refundable deposits (Notes 20 and 38) | 23,310 | 1 | 17,030 | 1 |
| 1990 | Other noncurrent assets (Notes 4, 20 and 26) | 20,458 | 1 | 18,192 | 1 |
| 15XX | Total non-current assets | 1,123,720 | 50 | 574,311 | 26 |
| 1XXX | Total assets | $ 2,246,061 | 100 | $ 2,183,092 | 100 |
| Codes | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term loans (Notes 4, 21, 36 and 38) | $ 155,000 | 7 | $ 110,000 | 5 |
| 2130 | Contract liabilities (Note 28) | 470 | - | 6 | - |
| 2170 | Accounts payable (Notes 23) | 4,642 | - | 4,270 | - |
| 2200 | Other Payables (Notes 24) | 101,042 | 5 | 113,689 | 5 |
| 2230 | Current tax liabilities (Notes 4 and 30) | 3,328 | - | 1,922 | - |
| 2250 | Current provisions (Notes 4 and 25) | 2,239 | - | 1,446 | - |
| 2280 | Current lease liabilities (Notes 4 and 17) | 17,088 | 1 | 21,321 | 1 |
| 2320 | Current portion of long-term loans payable (Notes 21 and 38) | 94,244 | 4 | 61,333 | 3 |
| 2399 | Other current liabilities | 524 | - | 567 | - |
| 21XX | Total current liabilities | 378,577 | 17 | 314,554 | 14 |
| Non-current liabilities | |||||
| 2530 | corporate bond payable { Notes 4 and 22 } | 290,268 | 13 | 284,437 | 13 |
| 2540 | Long-term loans (Notes 21 and 38) | 74,686 | 4 | 15,352 | 1 |
| 2550 | Non-current provisions (Notes 4 and 25) | 1,764 | - | 674 | - |
| 2570 | Deferred tax liabilities (Notes 4 and 30) | 3,772 | - | 279 | - |
| 2580 | Non-current lease liabilities (Notes 4 and 17) | 93,013 | 4 | 109,228 | 5 |
| 2630 | Long-term deferred revenue (Notes 33) | 3,862 | - | 3,979 | - |
| 25XX | Total non-current liabilities | 467,365 | 21 | 413,949 | 19 |
| 2XXX | Total liabilities | 845,942 | 38 | 728,503 | 33 |
| Equity attributable to owners of the Company (Notes 4, 13, 22, 27 and 32) | |||||
| Capital stock | |||||
| 3110 | Common stock | 1,026,622 | 46 | 969,622 | 44 |
| 3200 | Capital reserve | 678,090 | 30 | 843,454 | 39 |
| Accumulated deficit | |||||
| 3350 | Accumulated deficit | ( 148,052) | ( 7 ) | ( 201,884) | ( 9 ) |
| 3300 | Total accumulated deficit | ( 148,052) | ( 7 ) | ( 201,884) | ( 9 ) |
| 3400 | Other interests | ( 156,541) | ( 7 ) | ( 156,603) | ( 7 ) |
| 31XX | Total equity attributable to owners of the Company | 1,400,119 | 62 | 1,454,589 | 67 |
| 3XXX | Total equity | 1,400,119 | 62 | 1,454,589 | 67 |
| Total liabilities and equity | $ 2,246,061 | 100 | $ 2,183,092 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Huang, Yi-Chun
Manager: Yu, Hsiu-Ping
Accounting Supervisor: Liu, Ming-Yi
Paragon Technologies Co., Ltd. and Its Subsidiaries
Consolidated Statements of Comprehensive Income
From January 1 to December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Codes | Amount | % | Amount | % | |
| 4000 | Operating Revenue (Notes 4 and 28) | $ 319,902 | 100 | $ 353,985 | 100 |
| 5000 | Operating costs (Notes 4,12,19 and 29) | ( 298,183 ) | ( 93 ) | ( 283,109 ) | ( 80 ) |
| 5950 | Gross profit | 21,719 | 7 | 70,876 | 20 |
| Operating expenses (Notes 11, 19 and 29) | |||||
| 6100 | Sales and marketing expenses | ( 21,984 ) | ( 7 ) | ( 19,347 ) | ( 5 ) |
| 6200 | Administrative expenses | ( 102,884 ) | ( 32 ) | ( 123,039 ) | ( 35 ) |
| 6300 | Research and development expenses | ( 53,118 ) | ( 17 ) | ( 70,157 ) | ( 20 ) |
| 6450 | Expected credit impairment loss | ( 797 ) | - | ( 4,121 ) | ( 1 ) |
| 6000 | Total operating expenses | ( 178,783 ) | ( 56 ) | ( 216,664 ) | ( 61 ) |
| 6900 | Operating Loss | ( 157,064 ) | ( 49 ) | ( 145,788 ) | ( 41 ) |
| Non-operating income and expenses (Notes 14, 17, 22, 29 and 33) | |||||
| 7100 | Interest income | 9,285 | 3 | 13,709 | 4 |
| 7010 | Other income | 1,946 | 1 | 596 | - |
| 7020 | Other gains and losses | 40,675 | 13 | 2,791 | 1 |
| 7050 | Finance costs | ( 17,445 ) | ( 6 ) | ( 10,018 ) | ( 3 ) |
| 7000 | Total non-operating income and expenses | 34,461 | 11 | 7,078 | 2 |
| 7900 | Profit (loss) from discontinued operations, net of tax | ( 122,603 ) | ( 38 ) | ( 138,710 ) | ( 39 ) |
| 7950 | Total income tax expense (Notes 4 and 30) | ( 28,810 ) | ( 9 ) | ( 46,997 ) | ( 14 ) |
| 8000 | Net loss for the current period of Continuing business units | ( 151,413 ) | ( 47 ) | ( 185,707 ) | ( 53 ) |
| 8100 | Profit from discontinued operations (Notes 4,13 and 29) | 2,020 | - | ( 26,388 ) | ( 7 ) |
| 8200 | Net loss for the period | ( 149,393 ) | ( 47 ) | ( 212,095 ) | ( 60 ) |
(Continued on next page)
(Continued from previous page)
| Codes | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income | |||||
| 8310 | Not reclassified to profit or loss | ||||
| 8311 | Measure on defined benefit plans (Notes 4 and 26) | $ 1,676 | - | $ 12,764 | 4 |
| 8316 | Unrealized gain on investments in equity instruments at fair value through other comprehensive income. (Notes 4, 8 and 27) | ( 20,400 ) | ( 6 ) | - | - |
| 8349 | Income tax expense related to items that will not be reclassified subsequently (Notes 4 and 30) | 3,745 | 1 | ( 2,553 ) | ( 1 ) |
| Subtotal | ( 14,979 ) | ( 5 ) | 10,211 | 3 | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences resulting from translating the financial statements of foreign operations (Notes 4 and 27) | 2,470 | 1 | 37,396 | 10 |
| 8399 | Income tax related to items that may be reclassified subsequently (Notes 4, 27 and 30) | ( 494 ) | - | ( 7,479 ) | ( 2 ) |
| Subtotal | 1,976 | 1 | 29,917 | 8 | |
| 8300 | Other comprehensive income (net of income tax) | ( 13,003 ) | ( 4 ) | 40,128 | 11 |
| 8500 | Total comprehensive income | ($ 162,396 ) | ( 51 ) | ($ 171,967 ) | ( 49 ) |
| Loss per share (Note 31) | |||||
| From continuing operations and discontinued operations | |||||
| 9750 | Basic | ($ 1.56 ) | ($ 2.39 ) | ||
| 9850 | Diluted | ($ 1.56 ) | ($ 2.39 ) | ||
| from continuing operations | |||||
| 9710 | Basic | ($ 1.58 ) | ($ 2.09 ) | ||
| 9810 | Diluted | ($ 1.58 ) | ($ 2.09 ) |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Huang, Yi-Chun
Manager: Yu, Hsiu-Ping
Accounting Supervisor: Liu, Ming-Yi
Paragon Technologies Co., Ltd. and Its Subsidiaries
Consolidated Statements of Changes in Equity
From January 1 to December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars
, Unless Otherwise Specified)
| Codes | Capital | Stock | Retained | earnings | Others | Total equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Shares | Capital | Stock | Capital | reserve | Legal | reserve | Special | reserve | Unappropriated earnings (accumulated deficit) | Foreign currency translation reserve | Unearned Stock- Employee Compensation | Employment Compensation reserve | Total equity | ||
| A1 | Balance, January 1, 2024 | 84,042 | $ 840,422 | $ 697,863 | $ 6,913 | $ 62,223 | ($ 201,431) | ($ 156,329) | ($ 23,876) | $ - | $ 1,225,785 | |||||
| B1 | Appropriations of 2023 year's earnings | |||||||||||||||
| Legal reserve | - | - | - | ( 6,913 ) | - | 6,913 | - | - | - | - | ||||||
| B3 | Special reserve | - | - | - | - | ( 62,223 ) | 62,223 | - | - | - | - | |||||
| C5 | Other changes in capital reserves: | |||||||||||||||
| The convertible corporate bonds issued by the Company are recognized as a component of equity | - | - | 71,620 | - | - | - | - | - | - | - | 71,620 | |||||
| C11 | Capital reserve to make up for losses | - | - | ( 132,295 ) | - | - | 132,295 | - | - | - | - | |||||
| E1 | Cash capital increase | 12,000 | 120,000 | 180,000 | - | - | - | - | - | - | - | 300,000 | ||||
| N1 | Issuance of new shares with restrictions on employee rights | 920 | 9,200 | 23,966 | - | - | - | - | ( 23,966 ) | - | 9,200 | |||||
| N1 | Share-based payment arrangements | - | - | 2,300 | - | - | - | - | 17,651 | - | 19,951 | |||||
| D1 | Total net loss of 2024 | - | - | - | - | - | ( 212,095 ) | - | - | - | ( 212,095 ) | |||||
| D3 | Other comprehensive income of 2024 | - | - | - | - | - | 10,211 | 29,917 | - | - | 40,128 | |||||
| D5 | Total comprehensive income of 2024 | - | - | - | - | - | ( 201,884 ) | 29,917 | - | - | ( 171,967 ) | |||||
| Z1 | Balance, December 31, 2024 | 96,962 | 969,622 | 843,454 | - | - | ( 201,884 ) | ( 126,412 ) | ( 30,191 ) | - | 1,454,589 | |||||
| C11 | Capital reserve to make up for losses | - | - | ( 201,884 ) | - | - | 201,884 | - | - | - | - | |||||
| E1 | Cash capital increase | 5,000 | 50,000 | 50,000 | - | - | - | - | - | - | 100,000 | |||||
| N1 | Issuance of new shares with restrictions on employee rights | 1,000 | 10,000 | ( 4,450 ) | - | - | - | - | ( 5,550 ) | - | - | |||||
| N1 | Share-based payment arrangements | - | - | - | - | - | - | - | 16,864 | - | 16,864 | |||||
| T1 | Cancellation of Restricted Employee Shares | ( 300 ) | ( 3,000 ) | ( 9,030 ) | - | - | - | - | 3,092 | - | ( 8,938 ) | |||||
| D1 | Total net loss of 2025 | - | - | - | - | - | ( 149,393 ) | - | - | - | ( 149,393 ) | |||||
| D3 | Other comprehensive income of 2025 | - | - | - | - | - | 1,341 | 1,976 | - | ( 16,320 ) | ( 13,003 ) | |||||
| D5 | Total comprehensive income of 2025 | - | - | - | - | - | ( 148,052 ) | 1,976 | - | ( 16,320 ) | ( 162,396 ) | |||||
| Z1 | Balance, December 31, 2025 | 102,662 | $ 1,026,622 | $ 678,090 | $ - | $ - | ($ 148,052 ) | ($ 124,436 ) | ($ 15,785 ) | ($ 16,320 ) | $ 1,400,119 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Huang, Yi-Chun
Manager: Yu, Hsiu-Ping
Accounting Supervisor: Liu, Ming-Yi
Paragon Technologies Co., Ltd. and Its Subsidiaries
Consolidated Statements of Cash Flows
From January 1 to December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Codes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A00010 | Pre-tax profit (loss) of continuing operations | ($ 122,603) | ($ 138,710) |
| A00020 | Pre-tax losses of discontinued units | 2,020 | ( 26,388) |
| A20010 | Income and expense items | ||
| A20100 | Depreciation | 64,976 | 59,998 |
| A20200 | Amortization | 1,155 | 906 |
| A20300 | Expected credit loss (reversal of profit) | 797 | 3,452 |
| A20400 | Gain (Loss) on financial assets or liabilities at fair value through profit or loss | ( 45,699) | 330 |
| A20900 | Finance costs | 17,445 | 10,018 |
| A21200 | Interest income | ( 9,528) | ( 14,842) |
| A21300 | Dividend income | ( 1,324) | - |
| A21900 | Compensation cost relating to share-based payment | 10,926 | 19,951 |
| A22500 | Losses (Profits) from disposal and retirement of property, plant and equipment | ( 10) | 2,974 |
| A23700 | impairment loss and slow-moving on inventories | 334 | 11,478 |
| A29900 | Recognition (Reversal) of Provisions | 760 | ( 883) |
| A29900 | Lease Modification Benefits | - | ( 319) |
| A29900 | Amortization of realized long-term deferred revenue | ( 129) | ( 131) |
| A30000 | Changes in operating assets and liabilities | ||
| A31115 | Financial assets at fair value through profit or loss | ( 96,225) | - |
| A31150 | Accounts receivable | 9,772 | 29,440 |
| A31180 | Other receivables | 3,780 | ( 3,773) |
| A31200 | Inventories | 8,322 | ( 9,346) |
| A31230 | Prepayments | ( 11,640) | 871 |
| A31240 | Other current assets | ( 212) | 1,074 |
| A31990 | Net defined benefit Assets | ( 590) | 207 |
| A32125 | Contract liabilities | 464 | 6 |
| A32150 | Accounts payable | 372 | ( 4,308) |
| A32180 | Other Payables | ( 5,962) | 3,165 |
| A32230 | Other current liabilities | ( 43) | 145 |
| A33000 | Cash outflow generated from operations | ( 172,842) | ( 54,685) |
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(Continued from previous page)
| Codes | 2025 | 2024 | |
|---|---|---|---|
| A33100 | Interest received | $ 9,548 | $ 14,581 |
| A33300 | Interest paid | ( 8,187 ) | ( 5,445 ) |
| A33500 | Income tax paid | ( 26,309 ) | ( 59,686 ) |
| AAAA | Cash outflow from operating activities | ( 197,790 ) | ( 105,235 ) |
| Cash flows from investing activities | |||
| B00010 | Acquisition of financial assets at fair value through other comprehensive income | ( 20,400 ) | - |
| B00040 | Acquisition of Financial Assets Measured at Amortized Cost are Asset | ( 9,159 ) | ( 170,332 ) |
| B02700 | Acquisitions of property, plant and equipment | ( 576,049 ) | ( 43,169 ) |
| B02800 | Disposal of property, plant and equipment | 10 | 20,974 |
| B03700 | Increase in refundable deposits | ( 6,280 ) | ( 12,465 ) |
| B04500 | Acquisition of intangible assets | ( 1,464 ) | ( 1,689 ) |
| B07100 | Increase in prepayment for equipment | ( 36,593 ) | ( 83,365 ) |
| B07600 | Dividends Received | 1,324 | - |
| BBBB | Net cash outflows from investing activities | ( 648,611 ) | ( 290,046 ) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term loans | 45,000 | - |
| C00200 | Repayments of short-term loans | - | ( 80,000 ) |
| C01200 | Issuance of corporate bonds | - | 353,390 |
| C01600 | Increase in long-term loans | 170,000 | 100,000 |
| C01700 | Repayments of long-term loans | ( 77,755 ) | ( 31,899 ) |
| C04020 | Payments of lease liabilities | ( 26,364 ) | ( 19,300 ) |
| C04600 | Proceeds from issuing shares | 100,000 | 300,000 |
| C04800 | Issuance of new shares with restrictions on employee rights | 10,000 | 9,200 |
| C09900 | Cancellation of Restricted Employee Shares | ( 3,000 ) | - |
| CCCC | Net cash inflows from financing activities | 217,881 | 631,391 |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | 2,780 | 32,394 |
| EEEE | Increase in cash and cash equivalents | ( 625,740 ) | 268,504 |
| E00100 | Cash and cash equivalents at beginning of year | 1,069,070 | 800,566 |
| E00200 | Cash and cash equivalents at end of year | $ 443,330 | $ 1,069,070 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Huang, Yi-Chun
Manager: Yu, Hsiu-Ping
Accounting Supervisor: Liu, Ming-Yi
Independent Auditors' Report
Paragon Technologies Co., Ltd.
Opinion
We have audited the accompanying Financial Report of Paragon Technologies Co., Ltd. (the "Company"), which comprise the individual balance sheets as of December 31, 2025 and 2024, and the individual statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the individual Financial Report, including a summary of significant accounting policies.
In our opinion, the accompanying Financial Report of the Company present fairly, in all material respects, the accompanying individual 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 Report by 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 Individual Financial Report section of our report. We are independent of Paragon Technologies Co., Ltd. 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 individual Financial Report of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the individual Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
32
Key audit matter for the individual Financial Report of the Company for the year ended December 31, 2025 is stated as follows:
Key audit matters of Financial Report of the subsidiaries, accounted for using equity method
Explanation of Key Audit Matters
As of December 31, 2025, the amount of investment in subsidiaries, accounted for using equity method, was $1,245,363 thousand which is 68% of the total assets. Since the amount is significant relative to the overall Financial Report, if the investee's Financial Report do not properly reflect the results of operations or do not correctly calculate the investment profit or loss for the year, the investment profit or loss and the amount of investment, accounted for using equity method, will be incorrect.
Therefore, the key audit matters of Financial Report of the subsidiaries, accounted for using equity method, are the key audit matters for individual Financial Report of the Company. Refer to Notes 4 (7) and 13 for the individual Financial Report.
The subsidiaries of the Company are primarily engaged in the manufacturing of EMI, optoelectronic, and optical films; the research, development, manufacturing, processing, and trading of machinery, equipment, and components; as well as the supply of silicon carbide technologies and materials. In accordance with the principle of materiality and the Standards on Auditing, revenue recognition is presumed to involve significant risk. Therefore, we, as the auditors, consider that the recognition of sales revenue by the Company's subsidiaries for certain specific clients has a material impact on the individual Financial Report. As a result, the authenticity of shipments related to sales revenue for specific clients has been identified as a key audit matter for the current year.
For details regarding the revenue recognition policies, please refer to Notes 4(16) and 28 to the Company's 2025 Consolidated Financial Report.
We have obtained and understood the Company's control over the operations and financial results of its subsidiaries, and performed the following main audit procedures for the key audit matters in planning the Financial Report audit of important subsidiaries:
- Understand and test the design and implementation of internal controls related to the sales recognition of some specific clients.
- Sample the revenue details from the above specific clients, review the supporting documentation and test the receipts to confirm that sales transactions have actually occurred.
- Examine whether significant sales returns and allowances have occurred after the balance sheet date to confirm whether revenues from some specific clients are materially misstated.
Responsibilities of Management and Those Charged with Governance for the Individual Financial Report
Management is responsible for the preparation and fair presentation of the individual Financial Report 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 individual Financial Report that are free from material misstatement, whether due to fraud or error.
In preparing the individual Financial Report, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, matters related to using the going
33
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 Individual Financial Report
Our objectives are to obtain reasonable assurance about whether the individual Financial Report 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 in the individual Financial Report. 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 individual Financial Report.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the individual Financial Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual Financial Report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the individual Financial Report, including the disclosures, and whether the individual Financial Report represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual Financial Report. We are responsible for the direction, supervision and performance of the Company's audit. We remain solely responsible for our audit opinion.
34
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 individual Financial Report of the Company 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.
*These consolidated Financial Report are translated from the traditional Chinese version and are unaudited by a CPA.
Deloitte & Toche
Accountant Weng, Bo-Ren
Accountant Yu, Meng-Kuei
Approval No. of Financial Supervision Commission
No. Financial-Supervisory-Securities-Auditing-1010028123
Approval No. of Financial Supervision Commission
No. Financial-Supervisory-Securities-Auditing- 1130357402
March16,2026
Paragon Technologies Co., Ltd.
Individual Balance Sheets
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Codes | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Notes 4 and 6) | $ 275,163 | 15 | $ 200,592 | 11 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4, 7 and 19) | 142,104 | 8 | 180 | - |
| 1136 | Financial assets at amortized cost - current (Notes 4, 9, 10 and 33) | 70,000 | 4 | 60,000 | 3 |
| 1170 | Accounts receivable (Notes 4, 11 and 25) | 899 | - | - | - |
| 1200 | Other receivables (Notes 4 and 11) | 350 | - | 175 | - |
| 1210 | Other Receivables - Related Parties (Notes 4, 11 and 33) | 15,736 | 1 | 10,299 | 1 |
| 1220 | Current tax assets (Notes 4 and 27) | 9,072 | - | 9,072 | - |
| 1410 | Prepayments (Note 17) | 5,434 | - | 5,476 | - |
| 1470 | Other current assets | 105 | - | 29 | - |
| 11XX | Total current assets | 518,863 | 28 | 285,823 | 15 |
| Non-current assets | |||||
| 1550 | Investments Accounted for Using the Equity Method (Notes 4, 13, 24, 29 and 33) | 1,245,363 | 68 | 1,502,446 | 82 |
| 1600 | Property, plant and equipment (Notes 4 and 14) | 1,931 | - | 2,508 | - |
| 1755 | Right-of-use assets (Notes 4 and 15) | 741 | - | 1,425 | - |
| 1780 | Intangible assets (Notes 4 and 16) | 364 | - | 501 | - |
| 1840 | Deferred tax assets (Notes 4 and 27) | 37,201 | 2 | 30,881 | 2 |
| 1920 | Refundable deposits (Notes 17 and 34) | 9,906 | 1 | 3,114 | - |
| 1990 | Other noncurrent assets (Notes 4, 17 and 23) | 20,458 | 1 | 18,192 | 1 |
| 15XX | Total non-current assets | 1,315,964 | 72 | 1,559,067 | 85 |
| 1XXX | Total | $1,834,827 | 100 | $1,844,890 | 100 |
| Codes | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term loans (Note 18) | $ 110,000 | 6 | $ 80,000 | 5 |
| 2170 | Accounts payable (Note 20) | 276 | - | 276 | - |
| 2219 | Other Payables (Note 21) | 27,629 | 2 | 18,590 | 1 |
| 2230 | Current tax liabilities (Notes 4 and 27) | 974 | - | - | - |
| 2280 | Current lease liabilities (Notes 4 and 15) | 699 | - | 682 | - |
| 2320 | Current portion of long-term loans payable (Note 18) | 352 | - | 4,169 | - |
| 2399 | Other current liabilities | 299 | - | 332 | - |
| 21XX | Total current liabilities | 140,229 | 8 | 104,049 | 6 |
| Non-current liabilities | |||||
| 2530 | corporate bond payable { Notes 4 and 19 } | 290,268 | 16 | 284,437 | 15 |
| 2540 | Long-term loans (Note 18) | - | - | 352 | - |
| 2550 | Non-current provisions (Notes 4 and 22) | 683 | - | 674 | - |
| 2570 | Deferred tax liabilities (Notes 4 and 27) | 3,469 | - | 31 | - |
| 2580 | Non-current lease liabilities (Notes 4 and 15) | 59 | - | 758 | - |
| 25XX | Total non-current liabilities | 294,479 | 16 | 286,252 | 15 |
| 2XXX | Total liabilities | 434,708 | 24 | 390,301 | 21 |
| Equity (Notes 4, 19, 24 and 29) | |||||
| Capital stock | |||||
| 3110 | Common stock | 1,026,622 | 56 | 969,622 | 53 |
| 3200 | Capital reserve | 678,090 | 37 | 843,454 | 46 |
| Accumulated deficit | |||||
| 3350 | Accumulated deficit | ( 148,052) | ( 8) | ( 201,884) | ( 11) |
| 3300 | Total accumulated deficit | ( 148,052) | ( 8) | ( 201,884) | ( 11) |
| 3400 | Other interests | ( 156,541) | ( 9) | ( 156,603) | ( 9) |
| 3XXX | Total equity | 1,400,119 | 76 | 1,454,589 | 79 |
| Total liabilities and equity | $1,834,827 | 100 | $1,844,890 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Huang, Yi-Chun
Manager: Yu, Hsiu-Ping
Accounting Supervisor: Liu, Ming-Yi
Paragon Technologies Co., Ltd.
Individual Statements of Comprehensive Income
From January 1 to December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, Except earnings (Loss) per share)
| Codes | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating Revenue (Notes 4 and 25) | $ 5,415 | 100 | $ 351 | 100 |
| 5000 | Operating costs (Notes 4, 12 and 26) | ( 7,051 ) | ( 130 ) | ( 8,555 ) | ( 2,437 ) |
| 5900 | Gross Loss | ( 1,636 ) | ( 30 ) | ( 8,204 ) | ( 2,337 ) |
| 5920 | Realized profits of subsidiaries | ||||
| (Notes 4 and 33) | 3,793 | 70 | 3,937 | 1,121 | |
| 5950 | Realized Gross Profit (Loss) | 2,157 | 40 | ( 4,267 ) | ( 1,216 ) |
| Operating expenses (Note 26) | |||||
| 6100 | Sales and marketing expenses | - | - | - | - |
| 6200 | General and administrative expenses | ( 41,506 ) | ( 767 ) | ( 67,446 ) | ( 19,215 ) |
| 6300 | Research and development expenses | ( 11,920 ) | ( 220 ) | ( 18,600 ) | ( 5,299 ) |
| 6000 | Total operating expenses | ( 53,426 ) | ( 987 ) | ( 86,046 ) | ( 24,514 ) |
| 6900 | Net operating loss | ( 51,269 ) | ( 947 ) | ( 90,313 ) | ( 25,730 ) |
| Non-operating income and expenses | |||||
| (Notes 13, 26 and 33) | |||||
| 7100 | Interest income | 1,910 | 36 | 1,786 | 509 |
| 7010 | Other income | 17,060 | 315 | 19,381 | 5,521 |
| 7020 | Other gains and losses | 40,515 | 748 | ( 10 ) | ( 3 ) |
| 7050 | Finance costs | ( 8,168 ) | ( 151 ) | ( 5,440 ) | ( 1,550 ) |
| 7070 | Share of profits and losses of subsidiaries accounted for using equity method | ( 129,675 ) | ( 2,395 ) | ( 103,195 ) | ( 29,400 ) |
| 7000 | Total non-operating income and expenses | ( 78,358 ) | ( 1,447 ) | ( 87,478 ) | ( 24,923 ) |
(Continued on next page)
(Continued from previous page)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Codes | Amount | % | Amount | % | |
| 7900 | Loss from continuing operations before income tax | ($ 129,627) | ( 2,394) | ($ 177,791) | ( 50,653) |
| 7950 | Total income tax expense (Notes 4 and 27) | ( 19,766) | ( 365) | ( 34,304) | ( 9,773) |
| 8200 | Net loss for the period | ( 149,393) | ( 2,759) | ( 212,095) | ( 60,426) |
| Other comprehensive income (Notes 4, 23, 24 and 27) | |||||
| Not reclassified to profit or loss: | |||||
| 8311 | Measure on defined benefit plans | 1,676 | 31 | 12,764 | 3,636 |
| 8316 | Unrealized gain on investments in equity instruments at fair value through other comprehensive income. | ( 20,400) | ( 377) | - | - |
| 8349 | Income tax expense related to items that will not be reclassified subsequently | 3,745 | 69 | ( 2,553) | ( 727) |
| 8310 | ( 14,979) | ( 277) | 10,211 | 2,909 | |
| Items that may be reclassified subsequently to profit or loss | |||||
| 8380 | Share of other comprehensive profits and losses of subsidiaries accounted for using equity method | 2,470 | 46 | 37,396 | 10,654 |
| 8399 | Income tax related to items that may be reclassified subsequently | ( 494) | ( 9) | ( 7,479) | ( 2,130) |
| 8360 | 1,976 | 37 | 29,917 | 8,524 | |
| 8300 | Other comprehensive income for the period (net of income tax) | ( 13,003) | ( 240) | 40,128 | 11,433 |
| 8500 | Total comprehensive income | ($ 162,396) | ( 2,999) | ($ 171,967) | ( 48,993) |
| Loss Per Share (Note 27) from continuing operations | |||||
| 9710 | Basic | ($ 1.56) | ($ 2.39) | ||
| 9810 | Diluted | ($ 1.56) | ($ 2.39) |
The accompanying notes are an integral part of the individual Financial Report. Chairman: Huang, Yi-Chun Manager: Yu, Hsiu-Ping Accounting Supervisor: Liu, Ming-Yi
Paragon Technologies Co., Ltd.
Individual Statements of Changes in Equity
From January 1 to December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars
, Unless Otherwise Specified)
| Codes | Capital Stock | Retained earnings | Others | Unrealized gain on investments in equity instruments at fair value through other comprehensive income | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) | Capital Stock | Capital reserve | Legal reserve | Special reserve | Unappropriated earnings (accumulated deficit) | Foreign currency translation reserve | Unearned Stock-Based Employee Compensation | Settled | ||||
| A1 | Balance, January 1, 2024 | 84,042 | $ 840,422 | $ 697,863 | $ 6,913 | $ 62,223 | ($ 201,431) | ($ 156,329) | ($ 23,876) | $ - | $ 1,225,785 | |
| B1 | Appropriations of 2023 year's earnings | |||||||||||
| Legal reserve | - | - | - | ( 6,913 ) | - | 6,913 | - | - | - | - | ||
| B3 | Special reserve | - | - | - | - | ( 62,223 ) | 62,223 | - | - | - | - | |
| C5 | Other changes in capital reserves: | |||||||||||
| The convertible corporate bonds issued by the Company are recognized as a component of equity | - | - | 71,620 | - | - | - | - | - | - | 71,620 | ||
| C11 | Capital reserve to make up for losses | - | - | ( 132,295 ) | - | - | 132,295 | - | - | - | - | |
| E1 | Cash capital increase | 12,000 | 120,000 | 180,000 | - | - | - | - | - | - | 300,000 | |
| N1 | Issuance of new shares with restrictions on employee rights | 920 | 9,200 | 23,966 | - | - | - | - | ( 23,966 ) | - | 9,200 | |
| N1 | Share-based payment arrangements | - | - | 2,300 | - | - | - | - | 17,651 | - | 19,951 | |
| D1 | Total net loss of 2024 | - | - | - | - | - | ( 212,095 ) | - | - | - | ( 212,095 ) | |
| D3 | Other comprehensive income of 2024 | - | - | - | - | - | 10,211 | 29,917 | - | - | 40,128 | |
| D5 | Total comprehensive income of 2024 | - | - | - | - | - | ( 201,884 ) | 29,917 | - | - | ( 171,967 ) | |
| Z1 | Balance, December 31, 2024 | 96,962 | 969,622 | 843,454 | - | - | ( 201,884 ) | ( 126,412 ) | ( 30,191 ) | - | 1,454,589 | |
| C11 | Other changes in capital reserves: | |||||||||||
| C11 | Capital reserve to make up for losses | - | - | ( 201,884 ) | - | - | 201,884 | - | - | - | - | |
| E1 | Cash capital increase | 5,000 | 50,000 | 50,000 | - | - | - | - | - | - | 100,000 | |
| N1 | Issuance of new shares with restrictions on employee rights | 1,000 | 10,000 | ( 4,450 ) | - | - | - | - | ( 5,550 ) | - | - | |
| N1 | Share-based payment arrangements | - | - | - | - | - | - | - | 16,864 | - | 16,864 | |
| T1 | Cancellation of Restricted Employee Shares | ( 300 ) | ( 3,000 ) | ( 9,030 ) | - | - | - | - | 3,092 | - | ( 8,938 ) | |
| D1 | Total net loss of 2025 | - | - | - | - | - | ( 149,393 ) | - | - | - | ( 149,393 ) | |
| D3 | Other comprehensive income of 2025 | - | - | - | - | - | 1,341 | 1,976 | - | ( 16,320 ) | ( 13,003 ) | |
| D5 | Total comprehensive income of 2025 | - | - | - | - | - | ( 148,052 ) | 1,976 | - | ( 16,320 ) | ( 162,396 ) | |
| Z1 | Balance, December 31, 2025 | 102,662 | $ 1,026,622 | $ 678,090 | $ - | $ - | ($ 148,052 ) | ($ 124,436 ) | ($ 15,785 ) | ($ 16,320 ) | $ 1,400,119 |
The accompanying notes are an integral part of the individual Financial Report.
Chairman: Huang, Yi-Chun
Manager: Yu, Hsiu-Ping
Accounting Supervisor: Liu, Ming-Yi
Paragon Technologies Co., Ltd.
Individual Statements of Cash Flows
From January 1 to December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| codes | 2025 | 2024 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| A10000 | Loss Before Income Tax for the Year | ($ 129,627) | ($ 177,791) |
| A20010 | Adjustments for Income and Expense Items | ||
| A20100 | Depreciation Expense | 1,471 | 5,657 |
| A20200 | Amortization Expense | 715 | 692 |
| A20400 | Gain (Loss) on financial assets or liabilities at fair value through profit or loss | ( 45,246) | 330 |
| A20900 | Finance Costs | 8,168 | 5,440 |
| A29900 | Recognition (Reversal) of Provisions | 9 | ( 54) |
| A21200 | Interest Income | ( 1,910) | ( 1,786) |
| A21300 | Dividend income | ( 1,324) | - |
| A21900 | Share-based Compensation Expense | 6,676 | 8,022 |
| A22400 | Share of Profit or Loss of Subsidiaries Accounted for Using the Equity Method | 129,675 | 103,195 |
| A22500 | Losses (Profits) from disposal and retirement of property, plant and equipment | ( 10) | 2,965 |
| A24000 | Realized Gain on Sales to Subsidiaries | ( 3,793) | ( 3,937) |
| A29900 | Lease Modification Gain | - | ( 319) |
| A30000 | Net Changes in Operating Assets and Liabilities | ||
| A31115 | Financial assets at fair value through profit or loss | ( 96,678) | - |
| A31150 | Accounts Receivable | ( 899) | 277 |
| A31190 | Other Receivables – Related Parties | ( 5,437) | 9,173 |
| A31230 | Prepayments | 42 | 3,182 |
| A31240 | Other Current Assets | ( 76) | 137 |
| A31990 | Net Defined Benefit Assets | ( 590) | 207 |
| A32180 | Other Payables | ( 1,010) | ( 4,014) |
| A32230 | Other Current Liabilities | ( 33) | 11 |
| A33000 | Cash Generated from Operations | ( 139,877) | ( 48,613) |
| A33100 | Interest Received | 1,735 | 2,774 |
| A33300 | Interest Paid | ( 2,260) | ( 3,178) |
| A33500 | Income Tax Paid | ( 18,423) | ( 46,291) |
| AAAA | Net Cash Outflows from Operating Activities | ( 158,825) | ( 95,308) |
(Continued on next page)
(Continued from previous page)
| codes | 2025 | 2024 | |
|---|---|---|---|
| Acquisition of Financial Assets Measured at Amortized Cost | |||
| B00010 | Acquisition of financial assets at fair value through other comprehensive income | ($ 20,400) | $ - |
| B00040 | Net Cash Inflows from Disposal of Subsidiaries | ( 10,000) | ( 60,000) |
| B02700 | Proceeds from Disposal of Property, Plant and Equipment | ( 210) | ( 2,265) |
| B02800 | Decrease in Refundable Deposits | 10 | 3,203 |
| B03700 | Increase in refundable deposits | ( 6,792) | - |
| B03800 | Acquisition of Intangible Assets | - | 712 |
| B04500 | Dividends Received from Subsidiaries | ( 578) | ( 840) |
| B07600 | Dividends Received | 1,324 | - |
| B07600 | Net Cash Inflows from Investing Activities | 137,921 | 286,270 |
| BBBB | Acquisition of Financial Assets Measured at Amortized Cost | 101,275 | 227,080 |
| Increase in Short-term Loans | |||
| C00100 | Decrease in Short-term Loans | 30,000 | - |
| C00200 | Issuance of Convertible Bonds | - | ( 100,000) |
| C01200 | Repayments of Long-term Loans | - | 353,390 |
| C01700 | Repayments of Lease Liabilities | ( 4,169) | ( 4,063) |
| C04020 | Payment of Cash Dividends | ( 710) | ( 3,012) |
| C04600 | Issuance of Restricted Shares to Employees | 100,000 | 300,000 |
| C04800 | Acquisition of Subsidiaries’ Equity | 10,000 | 9,200 |
| C05400 | Net Cash Outflows from Financing Activities | - | ( 600,000) |
| C09900 | Cancellation of Restricted Employee Shares | ( 3,000) | - |
| CCCC | Increase in Short-term Loans | 132,121 | ( 44,485) |
| EEEE | Increase in Cash and Cash Equivalents | 74,571 | 87,287 |
| E00100 | Cash and Cash Equivalents at Beginning of Year | 200,592 | 113,305 |
| E00200 | Cash and Cash Equivalents at End of Year | $ 275,163 | $ 200,592 |
The accompanying notes are an integral part of the individual Financial Report.
Chairman: Huang, Yi-Chun
Manager: Yu, Hsiu-Ping
Accounting Supervisor: Liu, Ming-Yi
Attachment VIII
Paragon Technologies Co., Ltd.
Evaluation Opinion on the Necessity and Reasonableness of Private Placement
Submission Client: Paragon Technologies Co., Ltd.
Submission Recipient: Paragon Technologies Co., Ltd.
Opinion Designated Purpose: For use exclusively by Paragon Technologies Co., Ltd. in connection with the 2026 Private Placement
Report Type: Opinion on Evaluation of Necessity and Reasonableness of Private Placement
Evaluation Organization: Taishin Securities Co., Ltd.
Representative: Chen, Jun-hong
(The contents of the opinion are to be used exclusively for the purpose of resolving the Private Placement at the 2026 Board of Directors' and Shareholders' Meetings of Paragon Technologies Co., Ltd. and will not be used for any other purpose. The opinion herein is based on the financial information provided by Paragon Technologies Co., Ltd. and the publicly disclosed information available on the Market Observation Post System. Any future changes to the company’s private placement plan or other circumstances that may lead to modifications of this opinion letter shall not impose any legal liability on this opinion letter. This is hereby declared.)
April 14, 2026
Paragon Technology Co., Ltd. (hereinafter referred to as “Paragon” or “the Company”), in order to strengthen working capital, improve its financial structure, or meet other funding needs for long-term development, and to seek opportunities for diversified operations and industrial strategic alliances so as to expand future operational scale and create long-term shareholder value, and to take into account the timeliness and convenience of capital raising, proposes to handle matters relating to the private placement of securities pursuant to Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities. The relevant proposal is scheduled to be reviewed by the Board of Directors on April 14, 2026, and to be submitted for discussion at the Annual General Meeting on June 9, 2026. The Company plans to conduct a private placement of common shares not exceeding 25,000 thousand shares, and proposes to authorize the Board of Directors to complete the issuance in two tranches within one year from the date of resolution by the shareholders’ meeting. Pursuant to Article 4, Paragraph 3 of the Directions for Public Companies Conducting Private Placements of Securities (as set forth below), if there is a significant change in managerial control within one year prior to the Board resolution approving the private placement or within one year from the date of delivery of such privately placed securities, the Company shall engage a securities underwriter to issue an evaluation opinion on the necessity and reasonableness of conducting the private placement, and such opinion shall be disclosed in the notice of the shareholders’ meeting as a reference for shareholders in determining whether to approve the proposal. The evaluation explanation by the securities underwriter is as follows:
- Company Profile
Paragon Technology Co., Ltd. (Stock Code: 3518) was established in 1995 and currently has a paid-in capital of NT$1.027 billion. The Company is primarily engaged in EMI shielding and decorative film coating services for notebook computers, mobile phones, and other electronic products, and is the first company in the world to apply vacuum sputtering thin-film technology to EMI/ESD solutions for 3C products. The Company is a leading global supplier of EMI solutions for plastic casings of notebook computers. In addition to strengthening its leading position in existing products and technologies, the Company will continue to invest in the development of non-EMI technologies, with a particular focus on PVD decorative coating applications that comply with ESG and environmental carbon reduction requirements, and will gradually transform toward a role in equipment development and technical services.
In order to diversify its business and reduce dependence on the consumer electronics industry, the Company has actively adjusted its operating direction in recent years to enhance its competitiveness.
With respect to the deployment of silicon carbide (SiC) products, the new plant of Jingcheng Materials Co., Ltd., a subsidiary in which Paragon Technology has made an investment, is expected to commence operations in the first half of 2026. This will increase the production capacity for SiC crystal growth and crystal processing, and will also support the development of 8-inch and 12-inch products.
The new capacity will be compatible with both 6-inch and 8-inch products, so as to meet the future growth demand of the silicon carbide market.
The Company’s summarized financial information for the most recent five fiscal years is presented as follows:
43
Individual Condensed Balance Sheets
(In accordance with International Financial Reporting Standards (IFRS))
Unit: NT$ thousand
| Fiscal year Item | Financial Information for Most Recent 5 Fiscal Years (Note1) | |||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2024 | 2025 | ||
| Current Assets | 114,070 | 123,052 | 192,717 | 285,823 | 518,863 | |
| Property, plant and equipment | 30,444 | 23,112 | 9,112 | 2,508 | 1,931 | |
| Intangible Assets | 600 | 418 | 353 | 501 | 364 | |
| Other assets | 1,415,408 | 1,405,315 | 1,255,569 | 1,556,058 | 1,313,669 | |
| Total assets | 1,560,522 | 1,551,897 | 1,457,751 | 1,844,890 | 1,834,827 | |
| Current Liabilities | Before distribution | 126,050 | 111,243 | 217,280 | 104,049 | 140,229 |
| After distribution | 126,050 | 111,243 | 217,280 | 104,049 | 140,229 | |
| Non-current liabilities | 17,644 | 29,252 | 14,686 | 286,252 | 294,479 | |
| Total liabilities | Before distribution | 143,694 | 140,495 | 231,966 | 390,301 | 434,708 |
| After distribution | 143,694 | 140,495 | 231,966 | 390,301 | 434,708 | |
| Equity attributable to owners of the parent company | 1,416,828 | 1,411,402 | 1,225,785 | 1,454,589 | 1,400,119 | |
| Share capital | 807,522 | 807,422 | 840,422 | 969,622 | 1,026,622 | |
| Capital surplus | 759,327 | 673,820 | 697,863 | 843,454 | 678,090 | |
| Retained earnings | Before distribution | 41,298 | 69,136 | (132,295) | (201,884) | (148,052) |
| After distribution | 41,298 | 69,136 | (132,295) | (201,884) | (148,052) | |
| Other equity | (156,668) | (138,976) | (180,205) | (156,603) | (156,541) | |
| Treasury shares | (34,651) | 0 | 0 | 0 | 0 | |
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | |
| Total equity | Before distribution | 1,416,828 | 1,489,279 | 1,225,785 | 1,454,589 | 1,400,119 |
| After distribution | 1,416,828 | 1,489,279 | 1,225,785 | 1,454,589 | 1,400,119 |
Note 1: The financial information for the most recent five fiscal years have been audited and certified by certified public accountants.
Individual Condensed Consolidated Statements of Profit or Loss)
(In accordance with International Financial Reporting Standards (IFRS))
Unit: NT$ thousand; only NT$ for Earnings per share
| Item\Fiscal year | Financial data for Most Recent 5 years (Note1) | ||||
|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2024 | 2025 | |
| Operating Revenue | 1,463 | 1,791 | 1,939 | 351 | 5,415 |
| Gross Revenue | (531) | (6,888) | (6,895) | (8,204) | (1,636) |
| Operating Income | (76,268) | (60,558) | (8,682) | (90,313) | (51,269) |
| Non-operating income and expenses | 134,340 | 102,636 | 6,704 | (87,478) | (78,358) |
| Profit before income tax | 58,072 | 42,078 | (1,978) | (177,791) | (129,627) |
| Net income from continuing operations | 41,256 | 25,052 | (48,409) | (212,095) | (149,393) |
| Loss from discontinued operations | 0 | 0 | 0 | 0 | 0 |
| Net income(loss) for the period | 41,256 | 25,052 | (48,409) | (212,095) | (149,393) |
| Other comprehensive income(net of Income Tax) for the period | (8,626) | 20,478 | (16,862) | 40,128 | (13,003) |
| Total comprehensive income for the period | 32,630 | 45,530 | (65,271) | (171,967) | (162,396) |
| Net income attributable to owners of parent | 41,256 | 25,052 | (48,409) | (212,095) | (149,393) |
| Net income attributable to non-controlling interest | 0 | 0 | 0 | 0 | 0 |
| Total comprehensive income attributable to owners of parent | 32,630 | 45,530 | (65,271) | (171,967) | (162,396) |
| Total comprehensive income attributable to non-controlling interest | 0 | 0 | 0 | 0 | 0 |
| Earnings per share(Note2) | 0.52 | 0.31 | (0.59) | (2.39) | (1.56) |
Note 1: The financial information for the most recent five fiscal years have been audited and certified by certified public accountants.
Note 2: Earnings per share are calculated by dividing current earnings by the weighted number of shares outstanding during the period, without considering retroactive adjustments for stock dividends distributed at no consideration after the end of the period.
Consolidated Balance Sheets
(In accordance with International Financial Reporting Standards (IFRS))
Unit: NT$ thousand
| Fiscal year Item | Financial Information for Most Recent 5 Fiscal Years (Note1) | |||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2024 | 2025 | ||
| Current Assets | 1,405,766 | 1,390,167 | 1,184,218 | 1,608,781 | 1,122,341 | |
| Property, plant and equipment | 247,720 | 207,695 | 257,501 | 272,987 | 879,322 | |
| Intangible Assets | 638 | 231 | 48 | 770 | 1,078 | |
| Other assets | 223,703 | 181,148 | 119,524 | 300,554 | 243,320 | |
| Total assets | 1,877,827 | 1,779,241 | 1,561,291 | 2,183,092 | 2,246,061 | |
| Current Liabilities | Before distribution | 372,035 | 229,211 | 299,601 | 314,554 | 378,577 |
| After distribution | 372,035 | 229,211 | 299,601 | 314,554 | 378,577 | |
| Non-current liabilities | 88,964 | 60,751 | 35,905 | 413,949 | 467,365 | |
| Total liabilities | Before distribution | 460,999 | 289,962 | 335,506 | 728,503 | 845,942 |
| After distribution | 460,999 | 289,962 | 335,506 | 728,503 | 845,942 | |
| Equity attributable to owners of the parent company | 1,416,828 | 1,411,402 | 1,225,785 | 1,454,589 | 1,400,119 | |
| Share capital | 807,522 | 807,422 | 840,422 | 969,622 | 1,026,622 | |
| Capital surplus | 759,327 | 673,820 | 697,863 | 843,454 | 678,090 | |
| Retained earnings | Before distribution | 41,298 | 69,136 | (132,295) | (201,884) | (148,052) |
| After distribution | 41,298 | 69,136 | (132,295) | (201,884) | (148,052) | |
| Other equity | (156,668) | (138,976) | (180,205) | (156,603) | (156,541) | |
| Treasury shares | (34,651) | 0 | 0 | 0 | 0 | |
| Non-controlling interests | 0 | 77,877 | 0 | 0 | 0 | |
| Total equity | Before distribution | 1,416,828 | 1,489,279 | 1,225,785 | 1,454,589 | 1,400,119 |
| After distribution | 1,416,828 | 1,489,279 | 1,225,785 | 1,454,589 | 1,400,119 |
Note 1: The financial information for the most recent five years have been audited and certified by certified public accountants.
Consolidated Income Statement
(In accordance with International Financial Reporting Standards (IFRS))
Unit: NT$ thousand; only NT$ for Earnings per share
| Fiscal year
Item | Financial data for Most Recent 5 years (Note1) | | | | |
| --- | --- | --- | --- | --- | --- |
| | 2021 | 2022 | 2023 | 2024 | 2025 |
| Operating Revenue | 800,103 | 457,220 | 382,573 | 353,985 | 319,902 |
| Gross Profit | 291,900 | 113,340 | 102,158 | 70,876 | 21,719 |
| Operating profit and loss | 60,614 | (51,282) | (56,575) | (145,788) | (157,064) |
| Non-operating income and expenses | 45,076 | 108,412 | 68,743 | 7,078 | 34,461 |
| Profit before income tax | 105,690 | 57,130 | 12,168 | (138,710) | (122,603) |
| Net income from continuing operations ( | 41,256 | 24,221 | (49,915) | (185,707) | (151,413) |
| Loss from discontinued operations | 0 | 0 | 0 | (26,388) | 2,020 |
| Net income(loss) for the period | 41,256 | 24,221 | (49,915) | (212,095) | (149,393) |
| Other comprehensive income(net of Income Tax) | (8,626) | 21,110 | (17,494) | 40,128 | (13,003) |
| Total comprehensive income for the period | 32,630 | 45,331 | (67,409) | (171,967) | (162,396) |
| Net income attributable to owners of parent | 41,256 | 25,052 | (48,409) | (212,095) | (149,393) |
| Net income attributable to non-controlling interest | 0 | (831) | (1,506) | 0 | 0 |
| Total comprehensive income attributable to owners of parent | 32,630 | 45,530 | (65,271) | (171,967) | (162,396) |
| Total comprehensive income attributable to non-controlling interest | 0 | (199) | (2,138) | 0 | 0 |
| Earnings per share(Note2) | 0.52 | 0.31 | (0.59) | (2.39) | (1.56) |
Note 1: The financial information for the most recent five years have been audited and certified by certified public accountants.
Note 2: Earnings per share is calculated by dividing the current earnings by the weighted-average number of shares outstanding during the period, without regard to retroactive adjustments for stock dividends.
- Review of significant changes in operating rights within one year prior to the date the Board of Directors resolved to effect the Private Placement
At its annual shareholders' meeting in 2024, Boteng Company held a full re-election of directors due to the expiration of their terms. The current directors' term runs from June 18, 2024 to June 17, 2027. Director Chen Wande resigned on May 16, 2025 due to personal reasons, and the company has not yet elected a replacement. The changes in directors for the most recent year are as follows:
| Title | List of Directors for March 2025 | List of Directors for March 2026 | Changes (Yes/No) |
|---|---|---|---|
| Chairman | Representative: Huang, Yi-Chun, Chun Tung International Investment Co., Ltd | Representative: Huang, Yi-Chun, Chun Tung International Investment Co., Ltd | No |
| Director | Chen, Tsai-Pu | Chen, Tsai-Pu | No |
| Director | Chen, Wan-De | Deficit | YES |
| Independent Director | Liu, Yi-Chen | Liu, Yi-Chen | No |
| Independent Director | Su, Tsung-Min | Su, Tsung-Min | No |
| Independent Director | Hsu, Jui-Tsan | Hsu, Jui-Tsan | No |
| Independent Director | Zheng, Qin-Xin | Zheng, Qin-Xin | No |
As of the date of issuance of this report, the number of changes in directors of Paragon Technology is 1 out of 7, which does not meet the threshold set forth in Article 4, Paragraph 3 of the Directions for Public Companies Conducting Private Placements of Securities. In addition, there have been no changes in the equity structure resulting in a transfer of control or loss of control by the original management; therefore, there has been no material change in managerial control.
- Whether the introduction of specific investors through the private placement will result in a material change in managerial control remains undetermined.
The timing of this private placement of common shares by the Company is expected to occur after the 2026 Annual General Meeting. As the subscribers have not yet been determined, it is currently not possible to conclude whether the investors to be introduced through this private placement will obtain a certain number of board seats and participate in the Company's management, thereby resulting in a material change in managerial control. However, considering that the subscribers for this private placement will be limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act and the order of the Financial Supervisory Commission dated September 12, 2023 (Ref. No. Jin-Guan-Zheng-Fa-Zi No. 1120383220), the Company currently gives priority to selecting investors who can enhance operating performance and improve financial conditions. The actual selection of subscribers will be conducted in accordance with relevant regulations upon finalization; therefore, the method for selecting subscribers is considered appropriate.
Considering that the Company currently has 102,662 thousand issued shares, and that the total number of shares will increase to 127,662 thousand shares after adding the 25,000 thousand shares to be issued in this private placement, the total number of privately placed shares is expected to account for approximately $19.58\%$ of the post-issuance paid-in capital. In the future, the possibility that the investors may obtain seats on the Board of Directors and Supervisors and participate in the Company's management, thereby resulting in a material change in managerial control, cannot be ruled out.
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Accordingly, pursuant to the Directions for Public Companies Conducting Private Placements of Securities, the Company has engaged this securities underwriter to issue an evaluation opinion on the necessity and reasonableness of this private placement. However, as the specific investors have not yet been determined, whether the introduction of specific investors through this private placement will result in a material change in managerial control remains undetermined.
4. Details of the Proposed Private Placement Plan
In response to future business development needs, and for the purposes of strengthening working capital, improving the financial structure, or meeting other funding requirements for the Company's long-term development, it is considered that raising funds through public offering and issuance of securities may not enable the Company to obtain the required funds within a short period of time. Taking into account the efficiency and convenience of private placement, the Company proposes, pursuant to Article 7 and Article 43-6 of the Securities and Exchange Act, to conduct a cash capital increase through the private placement of new shares. The total number of shares to be issued shall not exceed 25,000 thousand shares, and it is proposed to authorize the Board of Directors to complete the issuance in two tranches within one year from the date of resolution by the shareholders' meeting. The issue price per share shall be determined at not less than 80% of the higher of the following two reference prices calculated prior to the pricing date:
- The simple arithmetic average of the closing prices of the Company's common shares for any one of the one, three, or five business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction.
- The simple arithmetic average of the closing prices of the Company's common shares for the thirty business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction.
The issue price of the privately placed common shares of the Company shall be determined at not less than 80% of the reference price.
5. Evaluation of the necessity and reasonableness of the Private Placement
(1) Necessity of the Private Placement
The operating revenues and net income for the three most recent years and the most recent period included in the consolidated financial statements of Paragon Technologies are shown below:
Unit: NT$ thousand
| Item | Fiscal year | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Operating Revenue | 382,573 | 353,985 | 319,902 | |
| Gross Profit | 102,158 | 70,876 | 21,719 | |
| Net Income (Loss) from Operations | (56,575) | (145,788) | (157,064) | |
| Net Income (Loss) Before Taxes | 12,168 | (138,710) | (122,603) |
Source: Consolidated financial statements audited or reviewed by an accountant.
In recent years, the Company's business has been concentrated in consumer electronic products such as notebook computers and mobile phones, and its revenue has been highly correlated with end-market demand. In 2023, revenue declined by 16.3% due to inventory adjustments by notebook end customers. In 2024 and 2025, the global notebook market was affected by high interest rates, tariff uncertainties, and geopolitical factors, resulting in a slow recovery in demand. In addition, the anticipated launch of AI PCs has delayed the replacement cycle, and the overall recovery of the notebook market has been below expectations, leading to revenue declines of 7.5% and 9.6%, respectively, compared to the previous year. Going forward, the Company will continue to invest in the development of non-EMI technologies, with a particular focus on PVD decorative coating application products that comply with ESG and environmental carbon reduction requirements, and will gradually transform toward a role in equipment development and technical services.
In addition, in response to the challenge that its revenue is highly correlated with end-market demand, the Company has actively undertaken transformation and business diversification. In addition to disposing of assets of its subsidiaries in mainland China, the Company acquired the start-up Jingcheng Materials in 2022, which is expected to enable the Company to establish a position in the silicon carbide field in the future. However, the production of silicon carbide wafers requires capital injection, and the realization of operating performance will take time to materialize. Silicon carbide products began to make a modest contribution to revenue in the first quarter of 2024. As of 2025, the revenue contribution from silicon carbide products accounted for approximately 1%. Going forward, as the Chiayi new plant is expected to commence mass production gradually in 2026, it is anticipated to drive operational growth.
Given the Company's current financial and operating condition, conducting a public offering of new shares may be less attractive to investors. Taking into consideration that the issuance cost of privately placed common shares is relatively lower and that the capital-raising process is more efficient, convenient, and time-effective, it is more conducive to the Company's operational planning for 2026. Accordingly, the Company has chosen private placement of common shares as a means to obtain long-term funding.
In summary, in order to support the long-term operational development of Paragon Technology, and considering the timeliness and convenience of capital raising, the adoption of a private placement for this issuance is considered necessary.
(2) Reasonableness of Managed Private Placement
Paragon Technology plans to obtain approval at the Annual General Meeting to be held on June 9, 2026, and will, in accordance with Article 43-6, Paragraph 6 of the Securities and Exchange Act, set forth and disclose the relevant matters concerning the private placement of securities in the convening notice of the Annual General Meeting. There are no material irregularities in this regard.
The funds to be raised in this offering will be used to strengthen working capital or to meet other funding needs for the Company's long-term development. The expected benefits include improving the financial structure, enhancing operating performance, and strengthening the Company's competitiveness, which will have a positive impact on shareholders' equity.
In addition to enabling the Company to obtain long-term and stable funding, this private placement, as compared with a public offering, is subject to a restriction that the privately placed common shares may not be freely transferred within three years. Such restriction helps ensure a long-term cooperative relationship between the Company and the specific investors to be introduced, and enhances the Company's opportunities to enter new business areas, thereby contributing to its medium-term operational growth.
The subscription price for this private placement shall not be lower than 80% of the reference price and is in compliance with the relevant laws and regulations.
In summary, in accordance with the Directions for Public Companies Conducting Private Placements of Securities, this securities underwriter considers that Paragon Technology's
50
implementation of this private placement is necessary and reasonable.
6. Reasonableness and Necessity of Potential Changes in Managerial Control Resulting from This Private Placement
(1) Impact of a Material Change in Managerial Control on the Company’s Business, Financial Position, and Shareholders’ Equity
1. Impact on the Company’s Business
The introduction, through this private placement, of subscribers or strategic investors who can generate direct or indirect benefits to the Company’s future operations is intended to assist the Company in developing diversified businesses. Such investors are expected to collaborate with the Company in areas such as technology, expertise, or distribution channels, thereby expanding the Company’s existing operational scale and increasing profitability, which will have a positive impact on the development of the Company’s business.
2. Impact on the Company’s Financial Position
The Company plans to conduct a private placement of new common shares with a total number not exceeding 25,000 thousand shares. The reference price shall be determined as the higher of the following: (a) the simple arithmetic average of the closing prices of the Company’s common shares for any one of the one, three, or five business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction; or (b) the simple arithmetic average of the closing prices of the Company’s common shares for the thirty business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividend distributions, and adding back the share price adjusted for capital reduction. The issue price of the privately placed common shares shall be determined at not less than 80% of the reference price. The funds to be raised from this private placement will be used to strengthen working capital, improve the financial structure, or meet other funding needs for the Company’s long-term development, thereby enhancing the Company’s operational competitiveness. Accordingly, with the timely and effective infusion of funds from the private placement, the Company is expected to benefit positively in terms of its financial position.
3. Impact on the Company’s Shareholders’ Equity
The funds raised from this private placement will be used to strengthen working capital, improve the financial structure, or meet other funding needs for the Company’s long-term development. The expected benefits include strengthening the Company’s industry position, enhancing long-term competitiveness, and improving its financial structure. In addition, the subscription price for this private placement shall not be lower than 80% of the reference price, which is in compliance with the relevant laws and regulations; therefore, the impact on shareholders’ equity is considered limited. It is expected that future collaboration with investors in areas such as technology, expertise, or distribution channels will enable the Company to expand market scale and achieve strategic cooperation, thereby improving its operating performance.
(2) Selection of Subscribers and Its Feasibility and Necessity
The subscribers for this private placement of common shares shall be selected from specific persons in compliance with Article 43-6 of the Securities and Exchange Act and the order of the Financial Supervisory Commission dated September 12, 2023 (Ref. No. Jin-Guan-Zheng-Fa-Zi No. 1120383220). At present, priority is given to selecting investors who can provide direct or indirect benefits to the Company. The actual selection of subscribers will be conducted in accordance with relevant regulations upon finalization; therefore, the method for selecting subscribers is considered appropriate.
The introduction of investors through this private placement is intended to assist the Company in developing diversified products and increasing profitability, with a view to effectively expanding its
51
operational scale and ensuring the sustainable development of its operations, thereby protecting the interests of employees and shareholders. Accordingly, the identification and engagement of subscribers for this private placement is considered feasible and necessary.
(3) Reasonableness of the Expected Benefits from the Private Placement
The funds to be raised in this private placement will be used to strengthen working capital and to meet the Company's funding needs for long-term development. The expected benefits include strengthening the Company's industry position, enhancing long-term competitiveness, improving the financial structure, and reducing interest expenses, which will have a positive impact on shareholders' equity. In addition, the introduction of investors, together with their capital, experience, and distribution channels, will enable the Company to collaborate in areas such as technology, expertise, and distribution channels, thereby providing customers with optimal integrated service solutions. It is also expected to enhance profitability, improve efficiency, and expand market scale through strategic cooperation, thereby increasing overall shareholders' equity and having a positive impact on the Company's financial position and shareholders' equity. As the funds raised will be used to strengthen working capital, the expected benefits are considered reasonable.
Overall, the Company intends to conduct this private placement to raise funds for strengthening working capital, improving the financial structure, or meeting other funding needs for long-term development, thereby enhancing its operational foundation and competitiveness and increasing overall shareholders' equity. Taking into account the Company's current operating conditions, the timeliness of capital raising, and the feasibility of fund procurement, the Company's plan to conduct this cash capital increase through private placement is considered necessary and reasonable. The expected benefits from the private placement and the selection of subscribers have been comprehensively evaluated with respect to their impact on the Company's business, financial position, and shareholders' equity. It is expected that, following the introduction of investors, the Company's overall business operations, financial position, and shareholders' equity will be improved.
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Attachment IX
Paragon Technologies Co., Ltd.
Articles of Incorporation
| Chapter 1 General Provision | |
|---|---|
| Article 1 | The Company organized in accordance with the Company Act, named “柏騰科技股份有限公司”, and the name in English is “PARAGON TECHNOLOGIES CO., LTD.” |
| Article 2 | The Company’s operating business is as follow: |
| 1. CA04010 Surface Treatments | |
| 2. CB01010 Machinery and Equipment Manufacturing | |
| 3. CB01990 Other Machinery Manufacturing | |
| 4. CC01080 Electronic Component Manufacturing | |
| 5. F113010 Wholesale of Machinery | |
| 6. F119010 Wholesale of Electronic Materials | |
| 7. F401010 International Trade | |
| 8. CC01040 Lighting Equipment Manufacturing | |
| 9. ZZ99999 except licensing business, all business items that are not prohibited or restricted by law. | |
| Article 3 | The Company established the head office in Taoyuan City, shall establish branches in domestic and foreign places when it’s necessary. |
| Article 4 | The Company may reinvest into others when it’s necessary on business, it shall be limited liability shareholder of other company approved by a resolution of Board of Directors’ meeting, and the total amount of investment shall not apply to limit of reinvestment amount specified in Article 13 of the Company Act. |
| Article 5 | As business or investment, the Company may make endorsements/guarantees for others. |
| Article 6 | The Company’s announcement methods shall be implemented in accordance with Article 28 of the Company Act. |
| Chapter 2 Shares | |
| Article 7 | The Company’s total capital was set as NT$ 2 billion, separated into 0.2 billion shares, the price per share was NT$ 10, and unissued shares were issued by authorized Board of Directors at several times. |
| NT$ 0.2 billion in the preceding total capital shall be reserved, separated into 20 million shares, the price per share was NT$ 10, and it’s reserved to use when stock option certificate exercises stock option, and issued by a resolution of Board of Directors’ meeting at several times. | |
| Article 7-1 | Payment object of the Company’s employee treasury stocks, employee stock option certificate, employees’ remuneration, employees’ new shares of subscription and restricted stock awards, etc. may include employees of subordinate company conforming to certain conditions, and the conditions and allotment method shall be determined by authorized Board of Directors |
| Article 8 | The Company’s shares are all adopted registered share certificates, affixed respective signatures or personal seals and number of five or more directors, and issued in accordance with the regulations after the bank license of serving as stock issuance license holder. When the Company issued new shares, shall combine to print for the total number of issuances, and the Company may be exempted from printing any share certificate for the shares issued, but shall be registered and custody in Centralized Securities Depository Enterprises. The stock issuance method shall be conducted in accordance with regulations. |
| Article 9 | The change of roster registration shall not be conducted within 60 days before a regular shareholders’ meeting, within 30 days before a special shareholders’ meeting or within 5 days before the record date of dividends or other benefits distribution decided by the Company, shall be suspended. |
| Article 10 | The Company’s stock affairs, except as otherwise provided by law and regulation, shall be conducted in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the competent authority. |
| Chapter 3 Shareholders’ Meeting | |
| Article 11 | Shareholders’ meeting shall be of two kinds: a regular shareholders’ meeting shall be convened once a year within six months after the end of each fiscal year, and a special shareholders’ meeting shall be convened in accordance with regulations when it’s necessary. The convenience procedure shall be conducted in accordance with the Company Act. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman. When the chairman is on leave or for any reason unable to exercise the powers of the chairperson, the acting in his/her behalf shall be conducted in accordance with Article 208 of the Company Act. If a shareholders’ meeting convened by a party with the power to convene, the meeting shall be chaired by him/her/it, and if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves. |
Article 12 When a shareholder is absent for a shareholders’ meeting, shall execute a proxy issued by the Company, and authorization scope shall be specified on the proxy, appoints a proxy to attend by signature or seal. Shareholders mandate for attendance method, except Article 177 of the Company Act, shall be conducted in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholders’ meetings of Public Companies” issued by the competent authority.
Article 13 Except the situation of shares without voting rights specified in Article 179, paragraph 2, a shareholder shall have one voting power in respect of each share in his/her/its possession.
Article 14 A resolution approved by a shareholders’ meeting, unless otherwise provided by the Company Act, shall be adopted by a majority of the voting rights exercised by the shareholders present at the shareholders’ meeting who represent a majority of the outstanding shares of the Company. When a shareholders’ meeting is held, except as otherwise provided by the Company Act and the Articles of Incorporation, shall be conducted in accordance with the Company’s Rules of Procedure for Shareholders’ meetings.
Article 15 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, and it shall be conducted in accordance with Article 183 of the Company Act.
Article 15-1 If the Company transfers shares bought back by the Company to employees with less than average price of actually buying back shares, shall be conducted in accordance with “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”, and the resolution may be adopted by two-third of the voting rights exercised by the shareholders present at the shareholders’ meeting who represent a majority of the outstanding shares of the Company in the most recent shareholders’ meeting, and shall not be proposed in extemporary motion.
Chapter 4 Director, Supervisor
Article 16 The Company has 7-11 directors, the number of current directors authorized Board of Directors’ meeting to determine, the term of office is three years, shall be elected from among the shareholders with disposing capacity and can be re-elected. When the term of office of the directors is expired, and reelection has not been held, and the directors exercise duties is extended until the re-election of directors and they take office.
In case a candidates nomination system is adopted by the Company for election of the directors of the Company, and the directors shall elect from among the nominees list of director candidates in a shareholders’ meeting The Company has been approved by a resolution of Board of Directors’ meeting, and may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.
Article 16-1 According to Article 14-2 of Securities Exchange Act, in the Company’s preceding number of directors, independent directors shall not less than three persons, and shall not less than one-third of director seats, independent directors’ professional qualification, shareholding, part-time limit, nomination and election method and other following matters, shall be conducted in accordance with securities competent authority.
Article 16-2 The total shareholdings of the Company’s all directors shall be conducted in accordance with regulations of securities competent authority.
Article 17 The Board of Directors is organized by directors, the Board of Directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect in the same manner a vice chairman of the board, the chairman represents the Company externally.
Article 18 Any resolution adopted by the Board of Directors, except as otherwise provided by the Company Act, it shall be agreed by a resolution to be adopted by a majority vote of the directors at a meeting of the Board of Directors attended by at least a majority of the entire directors of the Company. If a shareholder is unable to do so in person for any cause, shall execute a proxy, and authorization scope of convenience reasons shall be specified, a shareholder shall appoint other director to act in attending the Board of Directors’ meeting, but a director may accept the appointment to act as the proxy one other director only. Relevant matters of Board of Directors, except otherwise provided by the Company Act and the Articles of Incorporation, shall be conducted in accordance with the Company’s Regulations Governing Procedure for Board of Directors Meetings.
Article 18-1 In calling a meeting of the Company’s Board of Directors, a notice shall be given to each director no later than 7 days prior to the scheduled meeting date by written, E-mail or fax.
The Company convenes the Board of Directors’ meeting at any time as emergency, and it shall be conducted by written, E-mail or fax.
Article 19 In case the chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the acting on his behalf shall be conducted in accordance with Article 208, paragraph 3 of the Company Act.
Article 20 When the Company’s directors exercise duties of the Company, no matter the Company has profit or loss, the Company shall pay remuneration, the remuneration shall be determined by not more than the highest salary scale set by the Company’s salary appraisal method, it shall be made by authorized Board of Directors in accordance with the participation of the Company’s operation and contribution value, and refer to the normal standard in the same industry. When the Company has earnings, remuneration shall be allotted in accordance with Article 23 of the Company’s Articles of Incorporation.
Article 20-1 As the needs of business operation, the Company’s Board of Directors may establish audit committee, remuneration committee or other functional committees. The preceding audit committee is composed by all independent directors, they are responsible to exercise the Company Act, Securities Exchange Act, and supervisor’s duties specified in other laws and regulations.
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Chapter 5 Managerial Officer
Article 21
The Company may have one CEO, one general manager and several directors, the appointment, dismissal and remuneration shall be conducted in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 22
In the end of each fiscal year, the Company’s Board of Directors prepared the following final statements, and submitted to a shareholders’ meeting for approval:
1. Business Report
2. Financial Statements
3. Earnings Distribution or Loss Recovery proposal
Article 23
If the Company has annual profits, shall appropriate 1-10% as employees’ remuneration, and not more than 3% as directors’ remuneration. However, the Company still has accumulated loss, shall preserve recovery amount first.
The employee remuneration ratio referred to in the preceding paragraph shall be set aside not less than 0.5% for the distribution of remuneration to grassroots employees.
The determination of employees’, directors’ remuneration distribution ratio and employees’ remuneration shall be paid by stocks or cash, shall be approved by a resolution of Board of Directors’ meeting, and reported to a shareholders’ meeting.
The object of employees’ remuneration paid by stocks or cash includes employees of subordinate company conformed certain conditions
If the Company has earnings in final accounts, shall pay taxes, recover loss of the past years first, and designate 10% of the rest amount as legal reserve, however, when legal earnings reserve reached paid-in capital, shall be exempt from continuing to appropriate, and as business needs, laws or regulations of the competent authority, when special reserve was appropriated, for insufficient amount designation of net amount in accumulated other benefit deducted item of last year, before earnings was distributed, special earnings reserve shall be designated the same amount of the retained earnings of last year, if it’s still insufficient, net profit after tax added items besides net profit after tax, included in amount designation of retained earnings, afterwards when net amount in other profits deducted item has reversal, earnings shall be distributed from reversal special reserve for reversal part, and according to the balance, added accumulated undistributed retained earnings, the Board of Directors programed an earnings distribution proposal, and submit to a shareholders’ meeting for approval. All or a part of distributed dividend bonus shall be paid in cash, a resolution shall be adopted by a majority vote of a meeting of the Board of Directors attended by two-thirds or more of all the directors, and it shall be reported to a shareholders’ meeting.
For the Company’s distributed dividend policy, shareholders’ equity shall be the maximum consideration, and refer to factors, like current and future domestic and foreign industry competition conditions, investment environment and capital needs, etc. of the Company, the way of stock dividend or cash dividend shall be made. As the Company currently is in growth phase, to consider the Company’s long-term financial plan, the total amount of distributed dividend each year shall not be less than 30% of net profit after tax, cash dividend distributed ratio shall not be less than 20% of the total amount of dividend.
According to Article 240 of the Company Act, the Board of Directors was authorized to adopt a resolution of a majority vote of a meeting of the Board of Directors attended by two-thirds or more of all the directors, dividend and bonus shall be distributed, or all or a part of legal surplus reserve and capital reserve shall be paid in cash in accordance with Article 241 of the Company Act, and it shall be reported to a shareholders’ meeting.
Chapter 7 Supplemental Provisions
Article 24
When the Company’s stocks were revoked to issue in public, it shall be submitted for a special resolution of a shareholders’ meeting, and the article is not changed during the listing period.
Article 25
Unsettled matters of the Articles shall be conducted in accordance with the Company Act. And regulations.
Article 26
The Articles of Incorporation was drawn up on October 17, 1995.
The 1st amendment was made on August 5, 1996.
The 2nd amendment was made on January 10, 1997.
The 3rd amendment was made on May 15, 1997.
The 4th amendment was made on June 15, 1997.
The 5th amendment was made on June 26, 1998.
The 6th amendment was made on March 5, 1999.
The 7th amendment was made on April 3, 1999.
The 8th amendment was made on March 15, 2000.
The 9th amendment was made on August 21, 2000.
The 10th amendment was made on April 4, 2001.
The 11th amendment was made on May 10, 2001.
The 12th amendment was made on November 20, 2002.
The 13th amendment was made on December 24, 2002.
The 14th amendment was made on June 30, 2004.
The 15th amendment was made on June 24, 2005.
The 16th amendment was made on March 31, 2006.
The 17th amendment was made on March 31, 2006.
The 18th amendment was made on December 22, 2006.
The 19th amendment was made on May 5, 2008.
The 20th amendment was made on April 30, 2009.
The 21st amendment was made on May 20, 2010.
The 22nd amendment was made on June 17, 2011.
The 23rd amendment was made on June 19, 2012.
The 24th amendment was made on June 18, 2015.
The 25th amendment was made on June 21, 2016.
The 26th amendment was made on June 16, 2020.
The 27th amendment was made on June 8, 2022.
The 28th amendment was made on June 13, 2023
The 29th amendment was made on June 11, 2025.
Paragon Technologies Co., Ltd.
Chairman: Huang, Yi-Chun
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Attachment X
Paragon Technologies Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Article 1: The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law and regulation, shall be as provided in these Rules.
Article 2: The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
When shareholders or proxies attend a shareholders' meeting, sign-in shall be conducted, and sign-in procedure can be replacement by a sign-in card, the number of shares in attendance shall be calculated by sign-in card handed in, and plus the number of shares whose voting rights are exercised by correspondence or electronically.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance, and attending shareholders or proxies shall bring identification documents for verification.
Article 3: Attendance and voting at a shareholders' meeting shall be calculated based the number of shares.
Article 4: 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.
Article 5: 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 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 directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
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. 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.
Article 6: The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 7: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
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.
Article 8: The chair shall call the meeting to order at the appointed meeting time, however, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, and the tentative is made, and the chair may resubmit the tentative resolution, the chair shall call the meeting to order, and the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 9: If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority
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of the votes represented by the attending shareholders, and then continue the meeting.
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.
After the meeting adjourned, shareholders shall not additionally elect the chair, and resume the meeting at the same address or another venue.
Article 10: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. 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 sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
Article 11: 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, after terminating, a shareholder still violates, and the chair shall seize his speech.
Article 12: When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. 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.
Article 13: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 14: 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.
Vote counting for shareholders' meeting proposals shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Voting results shall be reported on site, and a record shall be made.
Article 16: When a meeting is in progress, the chair may announce a break based on time considerations.
Article 17: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholders' 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 the Company avoid the submission of extraordinary motions and amendments to original proposals.
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 the Company, 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 the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is
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passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19: The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an armband bearing the word "Proctor."
Article 20: 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 chair 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.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.
Article 21: These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be affected in the same manner.
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Attachment XI
Paragon Technologies Co., Ltd. Directors' Shareholding Statement
- As of the book closure date April 11, 2026, the Company's paid-in capital was NT$ 1,026,622,300, and the total number of issued shares was 102,662,230.
- According to Article 26 of Securities Exchange Act, the minimum legally held shares held by all directors were 8,212,978.
- If the number of independent directors appointed by the Company exceeds one-half of the total number of directors, the provision that the number of shares held by all directors must not be less than a certain ratio shall not apply.
- Directors' shareholding statement is as follows:
| Title | Name | Elected Date | Term of Office | Shareholding Number When Elected | Shareholding Number of Registering in the Roster on the Book Closure Date | ||
|---|---|---|---|---|---|---|---|
| The Number of Shares | Rate | The Number of Shares | Rate | ||||
| Chairman | Representative: Huang, Yi-Chun, Chun Tung International Investment Co., Ltd | June 18, 2024 | 3 years | 1,505,000 | 1.79% | 1,666,168 | 1.62% |
| Director | Chen, Tsai-Pu | June 18, 2024 | 3 years | 2,046,810 | 2.44% | 2,046,810 | 1.99% |
| Independent director | Liu, Yi-Zhen | June 18, 2024 | 3 years | 0 | 0% | 0 | 0% |
| Independent director | Su, Cong-Min | June 18, 2024 | 3 years | 0 | 0% | 0 | 0% |
| Independent director | Zheng, Qin-Xin | June 18, 2024 | 3 years | 0 | 0% | 0 | 0% |
| Independent director | Zhang, Dong-Long | June 18, 2024 | 3 years | 0 | 0% | 0 | 0% |
| Sum of all directors | 3,551,810 | 4.23% | 5,293,420 | 3.61% |