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PTI — AGM Information 2026
Apr 24, 2026
52542_rns_2026-04-24_5e92c640-1322-4f40-adbb-a3590683f915.pdf
AGM Information
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TWSE Code : 6239
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2026 ANNUAL GENERAL SHAREHOLDERS’ MEETING
MEETING AGENDA (Translation)
May 27, 2026
Table of Contents
| I. | Meeting Procedure ...................................................................................... 1 |
|---|---|
| II. | Meeting Agenda ......................................................................................... 2 |
| 1. Reporting Items ..................................................................................................3 | |
| 2. Ratification Items ..................................................................................................................................5 | |
| 3. Discussion Items ...................................................................................................................................6 | |
| 4. Election Items .....................................................................................................................................13 | |
| 5. Other Items .........................................................................................................................................17 | |
| 6. Extempore Motion ..............................................................................................................................19 | |
| III. | Attachment |
| Attachment 1: 2025 Business Report ......................................................................................................20 | |
| Attachment 2: Audit Committee’s Review Report .................................................................................25 | |
| Attachment 3: Independent Auditors’ Report and 2025 Parent Company only Financial Statements ...26 | |
| Attachment 4: Independent Auditors’ Report and 2025 Consolidated Financial Statements .................35 | |
| Attachment 5: Earning Distribution Plan ................................................................................................44 | |
| Attachment 6: Comparison Table of the “Procedures for Acquisition or Disposal of Assets” before and | |
| after amendment ...........................................................................................................45 | |
| Attachment 7: Tentative Terms and Conditions for Issuance of Overseas or Domestic Convertible | |
| Bonds in Private Placement .........................................................................................48 | |
| IV. | Appendixes |
| Appendix 1: Articles of Incorporation ....................................................................................................50 | |
| Appendix 2: Rules and Procedures for Shareholders’ Meeting ..............................................................57 | |
| Appendix 3: Rules for Election of Directors ..........................................................................................64 | |
| Appendix 4: Influence of Proposed Stock Dividend Distribution upon 2025 Operating Performance, | |
| Earnings Per Share, and Return on investment ...................................................................66 | |
| Appendix 5: Current Shareholdings of All Directors .............................................................................67 | |
| Appendix 6: Relevant information on proposals made by shareholders who hold 1% or more of the total | |
| number of issued shares of the Company ...........................................................................68 |
POWERTECH TECHNOLOGY INC.
2026 ANNUAL GENERAL SHAREHOLDERS’ MEETING PROCEDURE
(Translation)
-
I. Call Meeting to Order II. Chairman’s Address
-
III. Reporting Items
-
IV. Ratification Items
-
V. Discussion Items
-
VI. Election Items
-
VII. Other Items
VIII. Extempore Motion
- IX. Meeting Adjourned
~1~
POWERTECH TECHNOLOGY INC.
2026 ANNUAL GENERAL SHAREHOLDERS’ MEETING AGENDA
(Translation)
Type of Meeting : Physical Meeting Time : 9:00 a.m., May 27, 2026
Place : No. 15, Datong Rd., Hukou Township, Hsinchu County, Taiwan
Attendants : All shareholders or their proxy holders Chairman : Mr. D.K. Tsai, Chairman of the Board of Directors
I. Call Meeting to Order
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II. Chairman’s Address
-
III. Reporting Items
: -
Report of Business for the year 2025.
-
Audit Committee’s Review Report.
-
Report of the Distribution Plan of compensation for directors of the Board and employees for the year 2025.
-
Report of implementation status for the resolution of 2025 Annual General Shareholders’ Meeting for “the issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares (“DR Offering”) and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement (“Private Placement Shares”) and/or issuance of overseas or domestic convertible bonds in private placement (“Private Placement CB”) and/or issuance of overseas or domestic convertible bonds (“CB”).”
-
IV. Ratification Items
: -
To ratify the Report of Business and the Audited Financial Statements of the year 2025.
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To ratify the year of 2025 Earnings Distribution Plan.
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V. Discussion Items
: -
To approve the issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares (“DR Offering”) and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement (“Private Placement Shares”) and/or issuance of overseas or domestic convertible bonds in private placement (“Private Placement CB”) and/or issuance of overseas or domestic convertible bonds (“CB”).
-
To approve the proposal for amendments to the Company’s “Procedures for Acquisition or Disposal of Assets.”
-
VI. Election Items
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To approve the re-election of Directors of the Board.
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VII. Other Items
-
To review and approve the waiver of the Non-Competition Clause imposed on new Directors.
VIII. Extempore Motion
- IX. Meeting Adjourned
~2~
Reporting Items
1. Report of Business for the year 2025.
Explanatory Notes: The Report of Business for the year 2025 is attached hereto as Attachment 1.
2. Audit Committee’s Review Report
Explanatory Notes: The Audit Committee’s Review Report is attached hereto as Attachment 2.
3. Report of the Distribution Plan of compensation for directors of the Board and employees for the year 2025.
Explanatory Notes:
-
(1) Article 21 of the Company's Articles of Incorporation provides as follows: The Company's pre-tax profits, prior to the deduction of compensation to be distribute to employees and directors in a given fiscal year, shall be distributed to employees as compensation of 5%~7.5% and directors as compensation no higher than 1.5% of such fiscal year's profits. In the event that the Company has accumulated losses (including adjustment of undistributed earnings), the Company shall reserve an amount to offset the accumulated losses.
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(2) The Company's pre-tax net income for the year 2025 is NT$ 6,000,290,020.
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(3) The proposed distribution of director compensation for the year 2025 is NT$74,735,573, accounting for 1.16% of the annual pre-tax net income before deducting employee and director compensation. Independent directors receive monthly remuneration and do not participate in the annual director compensation distribution.
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(4) The proposed distribution of employee compensation for the year 2025 is NT$373,677,867, accounting for 5.79% of the annual pre-tax net income before deducting employee and director compensation. The 2025 employee compensation distribution will be executed in accordance with the Company's “Employee Compensation and Incentive Bonus Distribution Measures.”
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(5) The aforementioned compensations will be distributed in cash and the amounts of the compensation to be distributed to the directors of the Board and employees are no differences from the amounts reported in financial statements of the year 2025.
~3~
4. Report of implementation status for the resolution of 2025 Annual General Shareholders’ Meeting for “the issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares (“DR Offering”) and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement (“Private Placement Shares”) and/or issuance of overseas or domestic convertible bonds in private placement (“Private Placement CB”) and/or issuance of overseas or domestic convertible bonds (“CB”).”
Explanatory Notes:
-
(1) The Company’s 2025 Annual General Shareholders’ Meeting has authorized the Board of Directors, within the limit of 75,900,000 common shares or 5 billion corporate bonds (or foreign currency equivalent), depending on the market conditions and the Company’s capital needs, to raise capital from strategic investor(s) through private placement to issue new common shares, or Euro/Domestic corporate bonds (straight corporate bonds, convertible corporate bonds) within one year after the 2025 Annual General Shareholders’ Meeting.
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(2) Considering the aforementioned plan will expire and no suitable strategic investor(s), it is proposed and resolved by the Board of Directors on March 11, 2026 to discontinue the plan of this Private Placement offering.
~4~
Ratification Items
1. To ratify the Report of Business and the Audited Financial Statements of the year 2025.
(Proposed by the Board of Directors)
Explanatory Notes:
-
(1) Powertech Technology Inc.’s (hereinafter referred to as “PTI”) 2025 Financial Results including the Business Report, Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were reviewed by the Company’s Audit Committee and were approved at the Board of Directors’ Meeting. In addition, the above-mentioned Financial Statements were audited by certified public accounts, Cheng-Chih Lin and Su-Li Fang, of Deloitte and Touche.
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(2) The 2025 Business Report, CPA’s audit report, and above-mentioned Financial Statements are attached hereto as Attachment 1, 3and 4.
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(3) Please approve the above-mentioned Business Report and Financial Statements.
Resolution:
2. To ratify the year of 2025 Earnings Distribution Plan.
(Proposed by the Board of Directors)
Explanatory Notes:
-
(1) The earnings distribution of 2025 shall be distributed firstly from the retained earnings from previous years. The proposed total amount of cash dividend to be distributed to shareholders is NT$ 3,416,159,853 and the cash dividend amount distributed to each outstanding share is NT$ 4.5 per share. Upon the resolution of the Annual General Shareholders' Meeting, each shareholder's holding shares, as determined on the record date, will be calculated and rounded down to the nearest one NTD (any amount below one NTD will be discarded.) The remaining fraction will be recognized as other income.
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(2) It will be submitted to the Annual General Shareholders' Meeting to be approved and authorize the Board of Directors to set up the record date for distribution of earnings. After the approval of this proposal by the Annual General Shareholders’ Meeting, if this distribution resolution is required to be amended by the competent authorities or if the cash distribution ratio is required to be amended due to the changing of outstanding shares caused by the repurchase of treasury shares, transfer of treasury shares to employees or cancellation, the Annual General Shareholders’ Meeting will authorize the Board of Directors to make necessary adjustment and handle the related matters.
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(3) The earnings distribution plan for year of 2025 is attached hereto as Attachment 5.
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(4) Please approve the above-mentioned proposal for distribution of 2025 profits.
Resolution:
~5~
Discussion Items
1. To approve the issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares (“DR Offering”) and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement (“Private Placement Shares”) and/or issuance of overseas or domestic convertible bonds in private placement (“Private Placement CB”) and/or issuance of overseas or domestic convertible bonds (“CB”).
(Proposed by the Board of Directors)
Explanatory Notes:
-
(1) Fund raising purpose and size:
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In order to invest in the equipment of advanced assembly and testing technology products, and the research & development of high-level technologies, enrich working capital, provide the flexibility to engage in a IC backend technology cooperation or alliance with major companies, strengthen financial structure and/or support the Company’s need of funding for long- term development, it is hereby proposed that the coming shareholders meeting to authorize the Board of Directors (“Board”), within the limit of 75,900,000 common shares or 5 billion corporate bonds (or foreign currency equivalent), depending on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising instrument(s), to issue new common shares for cash to sponsor DR Offering and/or issue new common shares for cash in public offering and/or issue Private Placement Shares and/or issue Private Placement CB, in accordance with the applicable laws and regulations and the following fund raising principles. For issuance Private Placement CB or CB, the number of common shares to be converted within the limit of 75,900,000 common shares shall be calculated in accordance with the conversion price determined at the time of issuance of Private Placement CB or CB.
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(2) Fund raising method(s) and handling principles:
-
A. Issuance of new common shares for cash to sponsor DR Offering:
- a. The issue price of the new common shares will be decided with reference to (a) the closing price of the Company’s common shares on the pricing date or (b) the average of the closing price of the Company’s common shares for 1, 3 or 5 trading days prior to the pricing date (each of (a) and (b) is referred to hereinafter as the "reference price"). The Chairman of the Company is authorized to coordinate with the foreign lead-underwriter(s) of the DR Offering to determine the actual issue price in accordance with market conditions, provided that, the actual price shall not be less than 90% of the reference price after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends.
~6~
The reference price and the actual price will be decided in accordance with market practice and applicable law and regulations. In addition, assuming that the Company issues 75,900,000 common shares which is approximately 9.998% of the Company’s total outstanding common shares on the record date for the Company’s 2026 annual shareholders meeting, as the actual price shall be no less than 90% of the reference price after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, it is unlikely that such issuance will have a material dilutive effect on the holding of the current existing shareholders. Thus, determination of the issue price of the new common shares to be issued in connection with the DR Offering should be reasonable and should not have a material adverse effect on the rights and benefits of the current existing shareholders.
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b. Except for 10% to 15% of the new common shares shall be allocated for the employees' subscription in accordance with the applicable law, it is proposed for the shareholders meeting to approve the rights to subscribe to the remaining shares to be waived by the shareholders and such remaining shares should be offered to the public under Article 28-1 of the Securities and Exchange Act as the underlying shares of the global depositary shares to be sold in the DR Offering. Any new common shares not subscribed by employees of the Company shall be determined by the Chairman of the Company, depending on the market needs, to be allocated as underlying shares of the global depositary shares or to be subscribed by the designated person(s).
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B. Issuance of new common shares for cash in public offering:
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a. The par value of the new common shares to be issued per share is NT$10. It is proposed to authorize the Chairman of the Company to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the Taiwan Securities Association's Self-regulatory Rules Governing the Provision of Advisory Services by Underwriter Members to Issuing Companies for Offering and Issuing Securities and the market conditions and the issue price shall be reported to, and approved by the regulatory authority before issuance.
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b. It is proposed to authorize the Board to choose either one of the following two methods to sell the new shares in the public offering through the underwriter(s):
- (i) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed for the shareholders meeting to approve the pre-emptive rights to subscribe to the remaining shares to be waived by the shareholders in accordance with Article 28-1 of the Securities and Exchange Act and such remaining shares will be offered to the public via book building. It
~7~
is proposed that any new common shares not subscribed by employees of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.
- (ii) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed that 10% of the new shares to be sold to the public through the underwriter(s) in accordance with Article 28-1, Paragraph 2 of the Securities and Exchange Act and the remaining shares will be subscribed to by the existing shareholders of the Company in accordance with their shareholding. It is proposed that any new common shares not subscribed by employees and shareholders of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.
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C. Issuance of Private Placement Shares and/or Private Placement CB:
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a. Basis and reasonableness for determination of the subscription price of the Private Placement Shares:
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(i) The higher of (x) the simple average closing price of the Company’s common shares for 1, 3 or 5 trading days prior to the pricing date, and (y) the simple average closing price of the Company’s common shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, as the reference subscription price of the Private Placement Shares.
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(ii) The issue price of the Private Placement Shares shall be no less than 85% of the reference price. It is proposed to authorize the Board to decide the actual issue price within the range approved by the shareholders meeting, depending on the status of finding specific investor(s) and market conditions.
- The issue price of the Private Placement CB shall be no less than 85% of the theoretical price.
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(iii) As aforementioned, subscription price of the Private Placement Shares and issue price of Private Placement CB will be determined with reference to the price of the Company’s common shares and the theoretical price in accordance with the Regulations Governing Public Companies Issuing Securities in Private Placement, thus, the price should be reasonable.
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b. The method, purpose, necessity and projected benefits to determine specific investor(s):
The investors to subscribe to the Private Placement Shares and/or Private Placement CB must meet the qualifications listed in Article 43-6 of the Securities and Exchange Act and are limited to strategic investor(s). Priority will be given to the investor(s) who could benefit the Company's long term development, competitiveness, and existing shareholders' rights. The Board
~8~
is fully authorized to determine the specific investor(s). The purpose, necessity and projected benefits for choosing strategic investor(s) are to accommodate the Company’s operation and development needs to have the strategic investor(s) to assist the Company, directly or indirectly, in its finance, business, manufacturing, technology, procurement, management, and strategy development, etc. so to strengthen the Company’s competitiveness and enhance its operational efficiency and long term development.
- c. The necessity of issuance of Private Placement Shares and/or Private Placement CB:
- Considering the effectiveness and convenience for issuance of the Private Placement Shares/Private Placement CB and accommodating the Company’s development planning, including inviting the strategic investor(s), it would be necessary to issue the Private Placement Shares and/or Private Placement CB.
- d. For the Private Placement Shares and/or the new common shares to be issued upon conversion of Private Placement CB, after expiration of three years following delivery date of the Private Placement Shares/Private Placement CB, the Board is authorized to apply for approval from the Taiwan Stock Exchange (“TWSE”) acknowledging that the Private Placement Shares /new common shares to be issued upon conversion of Private Placement CB meet the requirements for TSE listing before the Company submitting application with the Financial Supervisory Commission for retroactive handling of public issuance of such shares and submitting application with TWSE for listing such shares on TWSE.
- e. The tentative terms and conditions of the Private Placement CB ("Offering Plan") is attached hereto as Attachment 7.
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D. Issuance of overseas or domestic Corporate Bonds:
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a. Basis and reasonableness for determination of the subscription price of the Corporate Bonds:
- The Corporate Bonds will be issued in registered form in denomination of US$10,000 or multiples thereof or NT$100,000 or multiples thereof and the issue price shall be no less than 85% of the theoretical price.
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b. The terms of issuance and conversion, the plan for the use of proceeds, the schedule and projected benefits and all matters of the Corporate Bonds in connection therewith, based on the Company’s operation evaluation or change of the market conditions, the Board is authorized to make the required amendments at the Board’s sole discretion.
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(3) Use of proceeds, the schedule and the projected benefits:
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The Company plans to use the funds raised from the DR Offering and/or issuance of the new common shares in public offering and/or at one time or several times (no more than 3 times) issuance of the Private Placement Shares and/or Private
~9~
Placement CB to invest in the equipment of advanced assembly and testing technology products, and the research & development of high-level technologies, enrich working capital, provide the flexibility to engage in a IC backend technology cooperation or alliance with major companies, strengthen financial structure and/or support the Company’s needs of funding for long- term development and plans to use such funds within three years after completing the fund raising and it is expected that use of such funds will strengthen the Company’s competition and improve operational efficiency.
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(4) The new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB will be issued in the dematerialized form. Except that the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB are subject to the selling restrictions within three years after the delivery date of the Private Placement Shares/Private Placement CB under Article 43-8 of the Securities and Exchange Act, the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB will have the same rights and obligations as the Company’s existing issued and outstanding common shares.
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(5) The reason for the situation where the issue price of the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, Private Placement Shares and the conversion price at one time or several times (no more than 3 times) for the Private Placement CB is set as a price less than the par value due to change of the market change and the reason for the Company not adopt other fund raising method and the reasonableness for such determination:
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This is mainly based on considerations of the sound operation of the Company and the security of its financial structure and issuing equity related securities for fund raising is more appropriate than pure debt financing. If the Company decides to use the fund raising methods, such as issuing new shares for cash to sponsor the DR Offering, issuing new shares for cash in public offering, and issuing Private Placement Shares, etc. the Company would not incur any interest of the debt in such case not only the Company's financial risk could be reduced, the Company's financial structure could be improved and the flexibility of the Company’s treasury management would also be increased. For issuance of Private Placement CB, if investor converts Private Placement CB into the common shares, such would improve the Company’s financial structure and would benefit the Company’s long term development. Thus, it should be reasonable for the Company to issue the equity related securities. If the issue price and the conversion price is less than the par value, such would be expected to cause decrease of the Company’s capital surplus and retained earnings in which case the Company will, depending on the
~10~
actual operating conditions in the future, make up for the losses. As the issue price and the conversion price will be determined in accordance with the relevant regulations, thus, after realization of the benefits of the capital increase, the Company's financial structure will be effectively improved which would be favorable to the Company’s long-term development and would not have adverse impact on the rights and benefits of the shareholders.
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(6) After the shareholders meeting approves issuance of new common shares to sponsor the DR Offering, new common shares in public offering, the Private Placement Shares and the Private Placement CB, it is proposed for the shareholders meeting to authorize the Board to determine and amend, at the Board’s sole discretion, the terms and condition of the new common shares to be issued at one time or several times (no more than 3 times) for the DR Offering and/or in public offering and/or terms and condition of the Private Placement Shares and/or Offering Plan of the Private Placement CB, the plan for the use of proceeds, the schedule and projected benefits and all matters in connection therewith, in accordance with the Company’s actual needs, market conditions and relevant regulations and if any amendment thereto is required due to any change of the regulations or as requested by the regulator’s order or based on the Company’s operation evaluation or change of the market conditions, the Board is authorized to make the required amendments at the Board’s sole discretion.
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(7) To complete the fund raising, the Chairman or the Chairman's designee is authorized, on behalf of the Company, to handle all matters relating to, and sign all agreements and documents in connection with, issuance of the new common shares to sponsor the DR Offering, issuance of new common shares in public offering and issuance of the Private Placement Shares and/or Private Placement CB.
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(8) The Board is authorized to handle all matters at the Board’s sole discretion which are not addressed herein in accordance with the applicable laws and regulations.
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(9) Please discuss and resolve.
Resolution:
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2. To approve the proposal for amendments to the Company’s “Procedures for Acquisition or Disposal of Assets.”
(Proposed by the Board of Directors)
Explanatory Notes:
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(1) In accordance with the announcement #1140013876 issued by the Taiwan Stock Exchange on July 24, 2025. PTI proposes to amend partial provisions of “Procedures for Acquisition or Disposal of Assets”.
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(2) Please refer to Attachment 6 for the comparison table between current and amended “Procedures for Acquisition or Disposal of Assets.”
Resolution:
~12~
Election Items
1. To approve the re-election of Directors of the Board.
(Proposed by the Board of Directors)
Explanatory Notes:
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(1) The 10th term of the Board will be ended shortly. We propose to re-elect the new board consisting of 9 directors (including 4 independent directors).
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(2) The Company of newly elected directors will commence from the date elected in the Annual General Shareholders’ Meeting in the year of 2026, and the term is for three years from May 27th, 2026 to May 26th, 2029 and can be re-elected.
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(3) The tenure of the Company’s 10th term of directors will therefore expire at the end of this Annual General Shareholders’ Meeting.
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(4) The directors shall be elected by adopting candidate nomination system in accordance with the Articles of Incorporation. The directors shall be elected from the nominated candidates. The qualification of the nominated directors (including independent directors) has been reviewed and approved by the Board Meeting on April 10th, 2026. The list of directors (including independent directors) candidates are listed below. Shareholders shall elect and appoint directors from the candidate list.
| list. | list. | list. | list. | list. |
|---|---|---|---|---|
| List of 11th term of Director Candidates | ||||
| Name | Gender | Education & Professional Qualifications |
Current Positions | Shareholdings (shares) As of 2026/03/29 |
| D.K. Tsai | Male | Industrial Engineering, Taipei Institute of Technology President of APAC Kingston Technology Corp. Chairman of Kingston Technology Far East Co., Ltd. |
Chairman & CSO of Powertech Technology Inc. Legal Representative Director of Greatek Electronics Inc. Director of Powertech Holding (B.V.I.) Inc. Director of PTI Technology (Singapore) Pte. Ltd. Director of Powertech Technology (Singapore) Pte. Ltd. Executive Officer of Powertech Technology Japan Ltd. Director of Tera Probe Inc. Chairman of PTI Education Foundation Independent Director of Campal Electronics, Inc. |
3,360,000 |
| Jim Lin | Male | Ph. D of Power Mechanical Engineering from National Tsing Hua University RD Manager of TSMC |
Senior Vice President of Powertech Technology Inc. Legal Representative Director of Greatek Electronics Inc. Director of PTI Education Foundation |
5,000 |
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| List of 11th term of Director Candidates | ||||
| Name | Gender | Education & Professional Qualifications |
Current Positions | Shareholdings (shares) As of 2026/03/29 |
| KINGSTON TECHNOLOGY CORPORATION Representative: Daphne Wu |
Female | Bachelor Degree in Accounting, National Chengchi University CFO of Kingston Technology Far East Corp. |
CFO of Kingston Technology Far East Corp. Legal Representative Director of Powertech Technology Inc. Supervisor of Kingston Solution Inc. |
29,875,000 |
| GREATEK ELECTRONICS INC. Representative: Boris Hsieh |
Male | Executive Master in Business Administration of NCTU President of Kingston Technology Far East Co., Ltd. Vice president of Hon Hai Precision Industry Co., Ltd. Senior vice president of Powertech Technology Inc. President of Macrotech Technology Inc. CEO of Greatek Electronics Inc. |
CEO of Powertech Technology Inc. Chairman and Legal Representative Director of Greatek Electronics Inc. Chairman and Legal Representative Director of TeraPower Technology Inc. Chairman of Get-Team Tech Corporation Director of Tera Probe Inc. Director of PTI Education Foundation |
20,350,000 |
| Kioxia Semiconductor Taiwan Corporation Representative: Junichi Asada |
Male |
Master Degree in Science and Engineering, Waseda University Senior Advisor of Kioxia Corporation |
Chairman & President of Kioxia Semiconductor Taiwan Corporation Legal Representative Director of Powertech Technology Inc. |
3,655,309 |
List of 11th term of Independent Director Candidates
| List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates |
|---|---|---|---|---|
| Name | Gender | Education & Professional Qualifications |
Current Positions | Shareholdings (shares) As of 2026/03/29 |
| Morgan Chang |
Male | Bachelor Degree in Computer and Control Engineering, National ChiaoTung University Manager of Acer Inc. Chairman of Kuang Chien Computer Co. Ltd. Deputy Mayor of Taichung |
Independent director of Powertech Technology Inc. CEO of Kuang Chien Computer Co. Ltd. Director of Great Eastern Resins Industrial Co. Ltd. Independent director of Max Echo Technology Corporation Independent director of Darfon Electronics Corp. |
0 |
| Ray Chen |
Male | Honorary Doctorate of National Cheng Kung University Chairman of Compal Communications Inc. President of Campal Electronics, Inc. Vice Chairman & CSO of Campal Electronics, Inc. |
Independent director of Powertech Technology Inc. Chairman of Campal Electronics, Inc. CEO & President of Compal Electronics (Vietnam) Co., Ltd. Chairman of the companies listed below: Compal Optoelectronics (Kunshan) Co., Ltd. 、Compal Investment(Jiangsu)Co., |
0 |
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List of 11th term of Independent Director Candidates
| List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates |
|---|---|---|---|---|
| Name | Gender | Education & Professional Qualifications |
Current Positions | Shareholdings (shares) As of 2026/03/29 |
Ltd.、Compal System Trading (Kunshan)Co., Ltd. 、Compal Information Technology(Kunshan) Co., Ltd. 、Compal DisplayElectronics (Kunshan) Co., Ltd. 、Compal Information (Kunshan) Co., Ltd. 、Compal Electronics Technology (Kunshan) Co., Ltd. 、Compal Electronics(ChongQing) Co., Ltd. 、CompalElectronics, (China) Co., Ltd. 、CompalDigital Technology (Kunshan) Co., Ltd. 、Hong Jin Investment Co., Ltd. 、Hong JiCapital Co., Ltd. 、Ripal Optotronics Co.,Ltd. 、UniCore Biomedical Co., Ltd.、Aco Healthcare Co., Ltd. 、ARCETherapeutics, Inc. 、Kunshan BotaiElectronics Co., Ltd. 、Kinpo & CompalGroup Assets Development Corporation 、Palcom International Corporation 、Compal Smart Device (Chongqing) Co., Ltd. 、Arcadyan Technology Corporation、Fusionite Corporation 、General LifeBiotechnology Co., Ltd. 、Ray-KwongMedical Management Consulting Co., Ltd. 、River Regeneration and RejuvenationBiotechnology Co. Ltd. 、Raypal Biomedical Co., Ltd. 、GempalTechnology Corp. 、Panpal TechnologyCorp. 、COMPAL SMART DEVICEINDIA PRIVATE LIMITED Director of the companies listed below: Compal (Vietnam) Co., Ltd. 、CompalManagement (Chengdu) Co., Ltd. 、Compal Investment (Sichuan) Co., Ltd. 、Compal Development & Management (Vietnam) Co., Ltd. 、Compal RuifangHealth Assets Development Corporation 、Compal Electronics (Chengdu) Co., Ltd. 、Compal Networking (Kunshan) Co., Ltd. 、Compower Global Service Co., Ltd. 、Kinpo Group Management Consultant Company 、HengHao Technology Co.Ltd. 、NCKUEE ALUMNIASSOCIATION 、Mactech Co., Ltd.、Phoenix Innovation Venture Capital Co., Ltd. 、Compal Broadband Networks, Inc.、UNICOM GLOBAL, INC. 、Arcadyan Holding (BVI) Corp. 、Arch Holding (BVI) Corp. 、AscendantPrivate Equity Investment Ltd. 、Big Chance International Co., Ltd. 、Billion Sea Holdings Ltd. 、BizcomElectronics, Inc. 、Center MindInternational Co., Ltd. 、Compal Americas(US) Inc. 、Compal Display Holding (HK)Limited 、Compal Electronics(Holding) |
~15~
List of 11th term of Independent Director Candidates
| List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates | List of 11th term of Independent Director Candidates |
|---|---|---|---|---|
| Name | Gender | Education & Professional Qualifications |
Current Positions | Shareholdings (shares) As of 2026/03/29 |
Ltd.、Compal Electronics InternationalLtd. 、Compal Electronics N.A. Inc.、Compal International Holding Co., Ltd. 、Compal International Holding (HK) Limited 、Compal International Ltd.、Compal Rayonnant Holdings Ltd. 、Compal USA (Indiana), Inc. 、Compal Wise Electronic (Vietnam) Co., Ltd 、Compalead Electronics B.V.、Core Profit Holdings Limited 、Etrade Management Co.,Ltd. 、FlightGlobal Holding Inc. 、Forever YoungTechnology Inc. 、Fortune Way TechnologyCorp. 、Giant Rank Trading Limited、Goal Reach Enterprises Ltd. 、HengHaoHoldings A Co., Ltd. 、HengHao HoldingsB Co., Ltd. 、High Shine Industrial Corp.、Intelligent Universal Enterprise Ltd. 、Jenpal international Ltd. 、Just InternationalLtd. 、Prisco International Co., Ltd.、Prospect Fortune Group Ltd. 、SinoprimeGlobal Inc. 、Smart International TradingLtd. 、Wah Yuen Technology HoldingLtd. 、Webtek Technology Co.,Ltd. Council member of Institute for Biotechnologyand Medicine Industry |
||||
| Chao-Chin Tung |
Male | Master Degree in Material Science, University of Rochester Chairman of China Development Industrial Bank Chairman of CTBC Bank Co., Ltd Director of Taiwan Institute of Economic Research Vice Chairman of Resonac HD TaiwanCo.,Ltd. |
Independent director of Powertech Technology Inc. Director of Homeplus Digital Co., Ltd. Independent Director of TECO Electric & Machinery Co., Ltd. |
0 |
| Brian Hsieh |
Male | PhD degree in Electrical Engineering, University of Cincinnati , Ohio Associate Professor in the Department of Electrical Engineering, University of Texas at Arlington Chairman of Micron Memory Taiwan Co., Ltd. Chairman of AP Memory Technology Corporation President of Powerchip Technology Corporation Deputy CEO & President of Powerchip Semiconductor Manufacturing Corporation |
Vice Chairman of Powerchip Semiconductor Manufacturing Corporation |
0 |
(5) Please elect and resolve. Resolution:
~16~
Other Items
1. To review and approve the waiver of the Non-Competition Clause imposed on new Directors.
(Proposed by the Board of Directors)
Explanatory Notes:
-
(1) According to Article 209 of the Company Act, a director who conducts business with the business scope of the Company for himself or others shall obtain the shareholders’ approval.
-
(2) The Company proposes to the Annual General Shareholder’s Meeting to release, in accordance with Article 209 of the Company Act, the non-competition restrictions on 11th term directors who carry out other business similar to that of
the Company.
| the Company. | ||
|---|---|---|
| Position | Name | Positions holding in other companies |
| Director | D.K. Tsai | Legal Representative Director of Greatek Electronics Inc. Director of Tera Probe Inc. Independent Director of Campal Electronics, Inc. |
| Director | Jim Lin | Legal Representative Director of Greatek Electronics Inc. |
| Director | KINGSTON TECHNOLOGY CORPORATION Representative: Daphne Wu |
CFO of Kingston Technology Far East Corp. Supervisor of Kingston Solution Inc. |
| Director | GREATEK ELECTRONICS INC. Representative: Boris Hsieh |
Chairman and Legal Representative Director of Greatek Electronics Inc. Chairman and Legal Representative Director of TeraPower Technology Inc. Chairman of Get-Team Tech Corporation Directorof Tera ProbeInc. |
| Director | Kioxia Semiconductor Taiwan Corporation Representative: Junichi Asada |
Chairman & President of Kioxia Semiconductor Taiwan Corporation |
| Independent Director |
Morgan Chang | CEO of Kuang Chien Computer Co. Ltd. Director of Great Eastern Resins Industrial Co. Ltd. Independent director of Max Echo Technology Corporation Independentdirectorof Darfon Electronics Corp. |
| Independent Director |
Ray Chen | Chairman of Campal Electronics, Inc. CEO & President of Compal Electronics (Vietnam) Co., Ltd. Chairman of the companies listed below: Compal Optoelectronics (Kunshan) Co., Ltd. 、Compal Investment(Jiangsu) Co., Ltd. 、Compal System Trading (Kunshan) Co., Ltd.、Compal Information Technology (Kunshan) Co., Ltd. 、CompalDisplay Electronics (Kunshan) Co., Ltd. 、Compal Information(Kunshan)Co.,Ltd. 、Compal Electronics Technology (Kunshan) |
~17~
| Position | Name | Positions holding in other companies |
|---|---|---|
Co., Ltd.、Compal Electronics (ChongQing) Co., Ltd.、CompalElectronics, (China) Co., Ltd. 、Compal Digital Technology(Kunshan) Co., Ltd. 、Hong Jin Investment Co., Ltd.、Hong Ji Capital Co., Ltd. 、Ripal Optotronics Co., Ltd.、UniCoreBiomedical Co., Ltd. 、Aco Healthcare Co., Ltd.、ARCETherapeutics, Inc. 、Kunshan Botai Electronics Co., Ltd.、Kinpo &Compal Group Assets Development Corporation 、PalcomInternational Corporation 、Compal Smart Device (Chongqing) Co.,Ltd. 、Arcadyan Technology Corporation、Fusionite Corporation、General Life Biotechnology Co., Ltd. 、Ray-Kwong MedicalManagement Consulting Co., Ltd. 、River Regeneration andRejuvenation Biotechnology Co. Ltd. 、Raypal Biomedical Co.,Ltd. 、Gempal Technology Corp.、Panpal Technology Corp.、COMPAL SMART DEVICE INDIA PRIVATE LIMITED Director of the companies listed below: Compal (Vietnam) Co., Ltd. 、Compal Management (Chengdu) Co.,Ltd. 、Compal Investment (Sichuan) Co., Ltd.、CompalDevelopment & Management (Vietnam) Co., Ltd. 、CompalRuifang Health Assets Development Corporation 、CompalElectronics (Chengdu) Co., Ltd. 、Compal Networking (Kunshan)Co., Ltd. 、Compower Global Service Co., Ltd.、Kinpo GroupManagement Consultant Company 、HengHao Technology Co.Ltd. 、NCKUEE ALUMNI ASSOCIATION、Mactech Co., Ltd.、Phoenix Innovation Venture Capital Co., Ltd. 、Compal BroadbandNetworks, Inc. 、UNICOM GLOBAL, INC.、Arcadyan Holding(BVI) Corp. 、Arch Holding (BVI) Corp.、Ascendant PrivateEquity Investment Ltd. 、Big Chance International Co., Ltd.、Billion Sea Holdings Ltd. 、Bizcom Electronics, Inc.、Center MindInternational Co., Ltd. 、Compal Americas (US) Inc.、CompalDisplay Holding (HK) Limited 、Compal Electronics (Holding)Ltd. 、Compal Electronics International Ltd.、Compal ElectronicsN.A. Inc. 、Compal International Holding Co., Ltd.、CompalInternational Holding (HK) Limited 、Compal International Ltd.、Compal Rayonnant Holdings Ltd. 、Compal USA (Indiana), Inc.、Compal Wise Electronic (Vietnam) Co., Ltd 、CompaleadElectronics B.V. 、Core Profit Holdings Limited、EtradeManagement Co.,Ltd. 、Flight Global Holding Inc.、Forever YoungTechnology Inc. 、Fortune Way Technology Corp. 、Giant Rank Trading Limited、Goal Reach Enterprises Ltd. 、HengHao Holdings A Co., Ltd.、HengHao Holdings B Co., Ltd. 、High Shine Industrial Corp.、Intelligent Universal Enterprise Ltd. 、Jenpal international Ltd.、Just International Ltd. 、Prisco International Co., Ltd.、ProspectFortune Group Ltd. 、Sinoprime Global Inc.、Smart InternationalTrading Ltd. 、Wah Yuen Technology Holding Ltd.、WebtekTechnology Co.,Ltd. Council member of Institute for Biotechnology and Medicine Industry |
||
| Independent Director |
Chao-Chin Tung | Director of Homeplus Digital Co., Ltd. Independent Director of TECO Electric & Machinery Co., Ltd. |
| Independent Director |
Brian Hsieh | Vice Chairman of Powerchip Semiconductor Manufacturing Corporation |
~18~
- (3) Please discuss and resolve.
Resolution:
Extempore Motion
Meeting Adjourned.
~19~
Attachment 1
Powertech Technology Inc. 2025 Business Report
I. 2025 Business Report
According to the World Economic Outlook published by the International Monetary Fund (IMF) in January 2026, the global growth was about 3.2% for 2025, consistent with the original forecast. Growth rates for 2026 and 2027 are estimated to be 3.3% and 3.2% respectively. The global inflation rate was 4.1% in 2025, and IMF predicts that it will fall to 3.8% in 2026 and 3.4% in 2027. Envisage inflation returning to target more gradually in the United States than in other large economies.
Risks to the outlook remain tilted to the downside, the underlying factors include trade tensions could flare up, geopolitical tensions could erupt, and larger fiscal deficits and high public debt, would lead to prolong uncertainty, weigh more heavily on activity, and disrupt the global economy through their impact on financial markets, supply chains, and commodity prices. Activity could be further lifted by AI-related investment and eventually transform into sustainable growth if faster AI adoption translates into strong productivity gains and increased business dynamism.
According to the research by Gartner, a technological research and consulting firm, global semiconductor market revenue grew nearly 21% to US$793.4 billion by 2025, driven by the rising demand for GPUs and HBM in AI data centers. Among these, AI semiconductors such as GPUs and HBM accounted for approximately one-third of total revenue. Gartner also projects that AI infrastructure investment will exceed $1.3 trillion by 2026, further solidifying the dominant position of AI semiconductors. Based on a study of Industrial Economics and Knowledge (IEK) published in October 2025: expected that Revenue of Taiwan semiconductor industry was NT$ 6,482.5 billion which was 22% increased from 2024. Revenue of Taiwan IC packaging sector was NT$ 482.2 billion which was 13.9% decreased from 2024, and revenue of Taiwan IC testing sector was NT$ 228.2 billion which was 14% decreased from 2024.
In the face of global political and economic turmoil in 2025, with the demand for servers, automotive electronics, high-speed computing, artificial intelligence (AI) and other clients continuing to grow, and benefiting from urgent orders from customers, PTI’s performance this year is lightly higher than 2024. In the future, PTI will continue to deepen our research and development technology, expanding advanced packaging production capacity to meet customer and market needs, and promoting the Company’s goal of sustainable management.
Details of 2025 revenue and profitability are reported as follow:
- 2025 Business Results
PTI Consolidated revenue of 2025 was NT$ 74.929 billion, which was 2.20% increase from 2024 consolidated revenue of NT$ 73.315 billion. 2025 net income belonged to parent company was NT$ 5.536 billion which was 18.45% decrease from 2024 NT$ 6.788 billion.
~20~
2. Financial Status
2025 Consolidated Statement of Cash Flow (in NT thousand)
| al Status onsolidated Statement of Cash Flow (in |
NT thousand) |
|---|---|
| a. Net cash inflow from operating activities | 16,697,873 |
| b. Net cash outflow from investing activities | 26,023,284 |
| (Changes mainly from acquisition of machinery | |
| and equipment) | |
| c. Net cash inflow from financing activities | 4,197,348 |
| (Mainly from borrowing of loans) |
- Profitability Analysis
| Analysis Items | 2025 | 2024 | |
|---|---|---|---|
| OperatingIncome / Capital Ratio | 107.12% | 123.59% | |
| Profitability | |||
| Pre-tax Net Income / Capital Ratio | 115.82% | 140.65% | |
| Return on Assets | 6.39% | 7.90% | |
| Return on Equity | 10.10% | 12.07% | |
| Net Income(Loss)Ratio | 7.39% | 9.26% | |
| Net Income(Loss)Per Share | $ 7.48 | $ 9.09 |
4. R&D Updates
The Company continues to invest substantial resources in the research and innovation of advanced technologies. In 2025, research and development expenses amounted to approximately NT$2.8 billion, representing approximately 3.74% of the annual consolidated revenue. Building upon its strong foundation in memory and logic IC assembly and testing, the Company is committed to driving innovation in advanced packaging and heterogeneous integration technologies. Through a comprehensive packaging roadmap—including Copper Pillar Bump (CPB), Flip-Chip Chip Scale Package (FCCSP), Large Multi-Chip Module FlipChip Ball Grid Array (Large MCM FCBGA), and Chiplet Flip-Chip Ball Grid Array (Chiplet FCBGA)—the Company provides global customers with high-density and high-performance solutions. In response to miniaturization trends, the Company has also deepened its capabilities in System-in Package / System-in-Module (SiP/SiM), High Bandwidth Packageon-Package (HBPoP), and Embedded Heat Sink FCCSP technologies, which offer enhanced thermal performance.
Key Technological Breakthroughs
- 5G Communications and RF Validation:
Leveraging its leading Antenna-in-Package / Antenna-in-Module (AiP/AiM) technologies, together with a dedicated 5G RF laboratory, the Company provides precise performance validation for 5G AiP products, accelerating the commercialization of next-generation communication devices.
~21~
-
CMOS Image Sensors (CIS):
-
By utilizing Through-Silicon Via (TSV) interconnect technology, the Company significantly enhances image readout speed. It is actively developing wafer-level chip scale packaging (CIS CSP) applications for medical, surveillance, and automotive markets.
-
High-Performance Computing (HPC) and Cloud Applications: For High Bandwidth Memory (HBM) products, TSV technology is employed to optimize signal paths, significantly improving memory bandwidth and computing speed to meet the stringent requirements of AI servers and the HPC market.
-
Next-Generation Packaging Outlook In response to chip scaling challenges in the post-Moore’s Law era, the Company is fully committed to developing 2.5D/3D TSV and Fan-Out Wafer-Level / Panel-Level Packaging (FOWLP/FOPLP). Through close R&D collaboration and product validation with customers, the Company continues to overcome process limitations and lay a solid foundation for future growth.
~22~
II. 2026 Business Plan Summary
-
Business Policy:
-
(1) Keeping “Promise,” creating innovative “Technology” and providing “Integration” services are our core company values.
-
(2) Focus on the semiconductor assembly and test services; and collaborate with customers and vendors for mutual benefits.
-
(3) Commit to developing advanced technologies and timely launching new products to enhance growth momentum.
-
(4) Provide the turnkey solutions with reliable quality and cutting-edge technologies.
-
(5) Consolidate resources and strengthen operational efficiency to ensure business profits and sustainability.
-
(6) Develop talents; and create a winning joint value between employee benefits and shareholders’ interests.
2. Sales Volume Projection:
According to the 2026 semiconductor sales forecast released in January 2026 by the World Semiconductor Trade Statistics (WSTS), the global semiconductor market is projected to grow by 26.3% year-over-year in 2026, reaching a record high of USD 975 billion. By product category, logic chips—serving as the “brains” of electronic devices— are expected to increase by 32.1% to USD 390.8 billion, while memory chips are projected to grow by 39.4% to USD 294.81 billion. WSTS further forecasts that the Americas will record the fastest growth in 2026, expanding by 34.4% to USD 338.6 billion, followed by the Asia-Pacific region with 24.9% growth to USD 526.3 billion.
Looking ahead to 2026, as various emerging applications continue to evolve— including artificial intelligence (AI), electric vehicles (EVs) and autonomous driving, data centers, low-earth-orbit (LEO) satellites, e-healthcare, consumer electronics, and innovative features across a wide range of mobile devices—the semiconductor industry is expected to remain a key driver of growth within the ICT sector.
Nevertheless, several factors warrant close monitoring. The ongoing restructuring of global supply chains toward regionalization and shorter supply chains continues to elevate uncertainties in global trade. Geopolitical risks persist, with regional conflicts affecting energy supply and disrupting industrial and civilian activities. Although inflationary pressures in major European and American economies have eased slightly, they remain elevated and continue to influence economic and financial conditions. Meanwhile, Mainland China’s economy remains sluggish, with deflationary pressures intensifying, potentially impacting the pace of global economic recovery and requiring continued close observation.
In terms of estimated production volumes for 2026, logic chip packaging and testing is expected to sustain growth, while memory chip packaging and testing is anticipated to show steady performance with signs of recovery. The projected production volumes by product category for 2026 are set out in the table below:
~23~
| Item | Sales Forecast Volume |
|---|---|
| Assembly | 11.8 Bpackages |
| Final Test | 7.8 Bpackages |
| Wafer Level Package | 1.11 M wafers |
| ChipProbing | 1.39M wafers |
| SSD + SiP | 293 M PCS |
-
Key Production & Marketing Policies:
-
(1) Provide one-stop turnkey solution to reduce cycle time and logistics costs.
-
(2) Continue to strengthen the Company’s leading position in the packaging and testing of memory products.
-
(3) Actively expand the logic product portfolio and accelerate growth momentum in fan-out packaging. At the same time, advance the development of flip chip (FC) packaging— particularly large-size, high-end FC_BGA—solid-state drives (SSD), wafer-level packaging (WLP), chip probing (CP), and system-in-package (SiP) related businesses.
-
(4) Further deepen long-term partnerships with existing customers, while proactively expanding into new markets, applications, customer segments, and product development opportunities.
-
(5) Continue to focus on cost control and effectively integrate Group resources to enhance the Company’s overall competitive advantage.
Chairman: D.K. Tsai President: Boris Hsieh, J.S. Leu Head of Accounting: Benson Hung
~24~
Attachment 2
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and proposal for earning distribution. The CPA firm of Deloitte & Touche was retained to audit PTI’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earning distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Powertech Technology Inc. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Powertech Technology Inc.
Chairman of the Audit Committee:
Morgan Chang
March 11[st] , 2026
~25~
Attachment 3
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Powertech Technology Inc.
Opinion
We have audited the accompanying financial statements of Powertech Technology Inc. (the “Corporation”), which comprise the balance sheets as of December 31, 2025 and 2024, statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information collectively referred to as the “parent company only financial statements”.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, the financial performance and the cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation 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 financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters of the Corporation’s financial statements for the year ended December 31, 2025 are described as follows:
Recognition of Contract Revenue
-
The amount of sales revenue is material to the Corporation. Refer to Note 22 to the accompanying financial statements for details of sales revenue. The major type of revenue is subcontracting revenue. The types of subcontracting transactions are as follows:
-
1) Wafer level testing;
-
2) Wafer level packaging;
-
3) IC packaging; and
-
4) IC testing.
~26~
-
Packaging services: Since the customers have ownership of the assets, assume significant risks and rewards of ownership of the assets, have the right to dispose of the assets and prevent the Corporation from obtaining the benefits of the assets, revenue should be recognized over time in accordance with the requirements of paragraph 35(b) of International Financial Reporting Standards No. 15.
-
Testing services: In accordance with the requirements of paragraph 35(a) of International Financial Reporting Standards No. 15, the Corporation recognizes revenue over time since the customers simultaneously receive and consume the benefits provided by the Corporation’s testing services.
-
The Corporation recognizes the contract assets and revenue of packaging and testing services at the end of each month based on the completion schedule. Since the abovementioned process involves estimates and manual controls, there is a risk that contract assets and revenue may not be recognized correctly as a result of human error.
-
We reviewed the Corporation’s revenue recognition policy, understood the Corporation cost carryforward process, assessed the reasonableness of its contract revenue recognition, confirmed against relevant supporting documents and accounting records, and verified the accuracy of the monetary amounts of contract revenue recognized.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the 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 Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
~27~
-
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 Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, 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 Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Cheng Chih Lin and Su Li Fang.
Deloitte & Touche Taipei, Taiwan Republic of China March 11, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
~28~
POWERTECH TECHNOLOGY INC.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Contract assets - current (Notes 23 and 29) Accounts receivable (Notes 4, 10 and 23) Receivables from related parties (Notes 4, 23 and 29) Other receivables (Note 4) Other receivables from related parties (Notes 4 and 29) Inventories (Notes 4 and 11) Prepaid expenses (Note 17) Other current assets (Note 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income- non-current (Notes 4, 8 and 28) Financial assets at amortized cost - non-current (Notes 4, 9, 28 and 30) Investments accounted for using the equity method (Notes 4, 12 and 27) Property, plant and equipment (Notes 4, 13, 29 and 30) Right-of-use assets (Notes 4 and 14) Investment Property (Notes 4 and 15) Deferred income tax assets (Notes 4 and 25) Net defined benefit assets - non-current (Notes 4 and 21) Other non-current assets (Note 17) Total non-current assets TOTAL |
2025 Amount % $ 6,882,971 7 2,004,643 2 7,992,468 8 4,808,159 5 89,356 - 29,338 - 5,610,724 6 457,106 - 323,634 - 28,198,399 28 16,524 - 116,234 - 26,691,358 26 43,041,416 42 1,600,016 2 1,547,128 2 57,640 - 22,626 - 428,624 - 73,521,566 72 $ 101,719,965 100 |
2024 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 9,212,175 11 Short-term bank loans (Notes 18 and 29) 1,245,180 1 Financial liabilities at fair value through profit or loss - 5,367,632 6 current (Notes 4 and 7) 5,383,480 6 Accounts payable 106,334 - Accounts payable - related parties (Note 29) 65,144 - Accrued compensation of employees and remuneration of 4,539,058 5 directors (Note 24) 154,780 - Payables to equipment suppliers 396,863 1 Other payables - related parties (Note 29) Current income tax liabilities (Notes 4 and 25) 26,470,646 30 Provision - current(Notes 4 and 20) Lease liabilities - current (Notes 4 and 14) Accrued expenses and other current liabilities (Note 19) Current portion of long-term borrowings (Notes 18 and 30) 17,324 - Total current liabilities 115,234 - NON-CURRENT LIABILITIES 26,028,395 30 Long-term debt (Notes 18 and 30) 32,403,545 37 Deferred income tax liabilities (Notes 4 and 24) 1,233,200 1 Lease liabilities - non-current (Notes 4 and 14) 1,208,756 1 Other non-current liabilities (Note 19) 75,449 - 30,838 - Total non-current liabilities 516,367 1 Total liabilities 61,629,108 70 EQUITY (Notes 4 and 22) Capital stock Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury share Total equity $ 88,099,754 100 TOTAL |
2025 Amount % $ 5,816,030 6 - - 6,497,493 6 146,719 - 448,413 1 2,467,164 2 189,198 - 15,983 - 16,490 - 48,151 - 3,438,659 3 3,550,748 4 22,635,048 22 20,744,767 21 126,992 - 1,699,915 2 222,466 - 22,794,140 23 45,429,188 45 7,591,466 8 462,395 - 11,535,023 11 372,090 - 38,053,976 38 49,961,089 49 (801,332) (1) (922,841) (1) 56,290,777 55 $ 101,719,965 100 |
2024 | ||||
|---|---|---|---|---|---|---|---|---|
| Amount % $ 2,442,185 3 17,537 - 4,126,207 5 113,909 - 549,877 1 2,327,799 3 169,043 - 387,620 - - - 30,255 - 3,641,421 4 1,566,071 2 15,371,924 18 14,295,515 16 81,467 - 1,259,205 2 329,568 - 15,965,755 18 31,337,679 36 7,591,466 9 319,869 - 10,852,212 12 732,267 1 38,171,664 43 49,756,143 56 (372,090) - (533,313) (1) 56,762,075 64 $ 88,099,754 100 |
The accompanying notes are an integral part of the parent company only financial statements.
~29~
POWERTECH TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET SALES (Notes 4, 23 and 29) COST OF REVENUE (Notes 11, 24 and 29) GROSS PROFIT OPERATING EXPENSES (Notes 24 and 29) Marketing General and administrative Research and development Total operating expenses OPERATING INCOME NONOPERATING INCOME AND EXPENSES (Notes 4, 24 and 29) Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries (Note 12) Foreign exchange gain (loss), net Total nonoperating income INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET INCOME OTHER COMPREHENSIVE (LOSS) INCOME (Notes 4 and 22) Items not reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 21) Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of subsidiaries |
2025 Amount % $ 49,916,940 100 43,175,090 86 6,741,850 14 70,903 - 893,008 2 2,360,254 5 3,324,165 7 3,417,685 7 102,284 - 69,739 - 408,908 1 (303,886) (1) 2,307,906 5 (2,346) - 2,582,605 5 6,000,290 12 464,322 1 5,535,968 11 (19,889) - (800) - 2,893 - (17,796) - |
2024 | ||
|---|---|---|---|---|
| Amount % $ 47,314,340 100 39,251,158 83 8,063,182 17 91,230 - 885,407 2 2,430,627 5 3,407,264 7 4,655,918 10 125,043 - - - 289,761 1 (294,458) (1) 2,437,254 5 661,370 1 3,218,970 6 7,874,888 16 1,086,281 2 6,788,607 14 36,048 - (16,170) - 4,083 - 23,961 - |
(Continued)
~30~
POWERTECH TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (Note 26) Basic Diluted |
2025 Amount % $ (428,442) (1) (446,238) (1) $ 5,089,730 10 $ 7.48 $ 7.45 |
2024 | ||
|---|---|---|---|---|
| Amount % $ 375,717 1 399,678 1 $ 7,188,285 15 $ 9.09 $ 9.03 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
~31~
POWERTECH TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| BALANCE, JANUARY 1, 2024 Appropriation of the 2023 earnings Legal reserve Special reserve Cash dividends distributed by the Parent Disposal of investments in equity instruments designated as at fair value through other comprehensive income Net income for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Changes in capital surplus from investments in subsidiaries and associates accounted for using the equity method The Parent's shares held by its subsidiaries treated as treasury shares Adjustment of capital surplus due to dividends distributed to subsidiaries BALANCE, DECEMBER 31, 2024 Appropriation of the 2024 earnings Legal reserve Special reserve Cash dividends distributed by the Parent Net income for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025 Total comprehensive income (loss) for the year ended December 31, 2025 Changes in capital surplus from investments in subsidiaries and associates accounted for using the equity method The Parent's shares held by its subsidiaries treated as treasury shares Adjustment of capital surplus due to dividends distributed to subsidiaries BALANCE, DECEMBER 31, 2025 |
Capital Stock Number of Shares (In Thousands) Amount 759,147 $ 7,591,466 - - - - - - - - - - - - - - - - - - - - 759,147 7,591,466 - - - - - - - - - - - - - - - - - - 759,147 $ 7,591,466 |
Capital Surplus $ 237,071 - - - - - - - 198 - 82,600 319,869 - - - - - - 76 - 142,450 $ 462,395 |
Retained Earnings | Retained Earnings | Unappropriated Earnings $ 37,588,110 (800,489 ) (130,039 ) (5,314,026 ) (630 ) 6,788,607 40,131 6,828,738 - - - 38,171,664 (682,811 ) 360,177 (5,314,026 ) 5,535,968 (16,996) 5,518,972 - - - $ 38,053,976 |
Other Equity | Total $ (732,267 ) - - - 630 - 359,547 359,547 - - - (372,090 ) - - - - (429,242) (429,242) - - - $ (801,332) |
Treasury Shares Total Stockholders’ Equity $ (468,802 ) $ 54,869,529 - - - - - (5,314,026 ) - - - 6,788,607 - 399,678 - 7,188,285 - 198 (64,511 ) (64,511 ) - 82,600 (533,313 ) 56,762,075 - - - - - (5,314,026 ) - 5,535,968 - (446,238) - 5,089,730 - 76 (389,528 ) (389,528 ) - 142,450 $ (922,841) $ 56,290,777 |
|
|---|---|---|---|---|---|---|---|---|---|
| Unrealized Gain (Loss) on Exchange Investments in Equity Instruments Differences on Designated as at Translation of Fair Value the Financial Through Other Statements of Foreign Operations Comprehensive Income $ (717,131 ) $ (15,136 ) - - - - - - - 630 - - 375,717 (16,170) 375,717 (16,170) - - - - - - (341,414 ) (30,676 ) - - - - - - - - (428,442) (800) (428,442) (800) - - - - - - $ (769,856) $ (31,476) |
|||||||||
| Number of Shares (In Thousands) 759,147 - - - - - - - - - - 759,147 - - - - - - - - - 759,147 |
Legal Reserve $ 10,051,723 800,489 - - - - - - - - - 10,852,212 682,811 - - - - - - - - $ 11,535,023 |
Special Reserve $ 602,228 - 130,039 - - - - - - - - 732,267 - (360,177 ) - - - - - - - $ 372,090 |
The accompanying notes are an integral part of the parent company only financial statements.
~32~
POWERTECH TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Finance costs Interest revenue Share of profit of subsidiaries and associates (Gain) loss on disposal of property, plant and equipment, net (Gain) loss on foreign currency exchange, net Realized deferred gain Recognition of provisions Changes in operating assets and liabilities: Contract assets Accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Financial liabilities held for trading Accounts payable Accounts payable to related parties Accrued compensation of employees and remuneration of directors Other payables to related parties Accrued expenses and other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Disposal of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Acquisition of associates Increase in prepayments for investments of subsidiaries Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Acquisition of investment properties Decrease (increase) in prepayments for equipment Dividend received from subsidiaries and associates Return of capital to shareholders due to subsidiary's capital reduction Net cash used in investing activities |
2025 $ 6,000,290 6,441,970 303,886 (102,284) (2,307,906) (93,290) (153,313) 677 16,490 (759,463) (2,608,928) 555,941 15,877 34,620 (1,071,666) (302,326) 63,560 (17,537) 2,350,112 33,001 (101,464) 22,402 (269,702) (11,677) 8,039,270 103,512 (349,343) (772,625) 7,020,814 - (1,000) (60,000) (133,416) (16,817,349) 110,646 206,238 (297,089) (30,557) 1,031,715 - (15,990,812) |
2024 $ 7,874,888 6,576,421 294,458 (125,043) (2,437,254) 867 (602,717) (293) - 150,042 716,865 (390,715) 156,882 33,839 541,774 (14,878) (50,921) 17,537 596,633 (15,452) (98,812) (78,177) (311,932) (11,528) 12,822,484 131,225 (327,563) (1,825,608) 10,800,538 1,168 (45,000) - - (5,871,378) 125,663 274,609 - 404,505 1,291,804 698,468 (3,120,161) |
|---|---|---|
(Continued)
~33~
POWERTECH TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Proceeds from long-term debt Repayments of long-term debt Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Cash dividends distributed by the Corporation Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH CASH, BEGINNING OF THE YEAR CASH, END OF THE YEAR |
2025 $ 3,621,015 30,400,000 (21,966,071) (64,920) (30,110) (5,314,026) 6,645,888 (5,094) (2,329,204) 9,212,175 $ 6,882,971 |
2024 $ 2,442,185 3,500,000 (8,409,004) (29,440) (29,808) (5,314,026) (7,840,093) 116,623 (43,093) 9,255,268 $ 9,212,175 |
|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
~34~
Attachment 4
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Powertech Technology Inc.
Opinion
We have audited the accompanying consolidated financial statements of Powertech Technology Inc. and its subsidiaries (the “Corporation”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information collectively referred to as the “consolidated financial statements”.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Corporation as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters of the consolidated financial statements of the Corporation for the year ended December 31, 2025, are described as follows:
Recognition of Contract Revenue
-
The amount of sales revenue is material to the Corporation. Refer to Note 24 to the accompanying consolidated financial statements for details of sales revenue. The major type of revenue is subcontracting revenue. The types of subcontracting transactions are as follows:
-
1) Wafer level testing;
-
2) Wafer level packaging;
-
3) IC packaging; and
-
4) IC testing.
~35~
-
Packaging services: Since the customers have ownership of the assets, assume significant risks and rewards of ownership of the assets, have the right to dispose of the assets and prevent the Corporation from obtaining the benefits of the assets, revenue should be recognized over time in accordance with the requirements of paragraph 35(b) of International Financial Reporting Standards No. 15.
-
Testing services: In accordance with the requirements of paragraph 35(a) of International Financial Reporting Standards No. 15, the Corporation recognizes revenue over time since the customers simultaneously receive and consume the benefits provided by the Corporation’s testing services.
-
The Corporation recognizes the contract assets and revenue of packaging and testing services at the end of each month based on the completion schedule. Since the abovementioned process involves estimates and manual controls, there is a risk that contract assets and revenue may not be recognized correctly as a result of human error.
-
We reviewed the Corporation’s revenue recognition policy, understood the Corporation cost carry-forward process, assessed the reasonableness of its contract revenue recognition, confirmed against relevant supporting documents and accounting records, and verified the accuracy of the monetary amounts of contract revenue recognized.
Other Matter
We have also audited the financial statements of Powertech Technology Inc. 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
~36~
-
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 Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation 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 entities or business activities within the Corporation to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Cheng Chih Lin and Su Li Fang.
Deloitte & Touche Taipei, Taiwan Republic of China
March 11, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
~37~
POWERTECH TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash (Notes 4 and 7) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 9 and 31) Contract assets - current (Notes 4, 24 and 30) Notes and accounts receivable (Notes 4, 10 and 24) Receivables from related parties (Notes 4, 24 and 30) Other receivables (Note 4) Other receivables from related parties (Notes 4 and 30) Inventories (Notes 4 and 11) Prepaid expenses (Note 18) Other current assets (Notes 4, 18 and 32) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9 and 31) Investments accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 14, 30 and 31) Right-of-use assets (Notes 4 and 15) Investment property (Notes 4 and 16) Intangible assets (Notes 4 and 17) Deferred income tax assets (Notes 4 and 25) Net defined benefit assets - non-current (Notes 4 and 22) Other non-current assets (Notes 4, 18 and 32) Total non-current assets TOTAL |
2025 Amount % $ 16,375,118 13 29 - - - 3,223,604 3 13,363,193 11 5,173,965 4 438,927 - 24,537 - 6,565,731 5 704,875 1 494,955 1 46,364,934 38 16,524 - 1,195,479 1 1,335,263 1 70,411,788 57 1,626,642 1 380,700 - 1,121,483 1 70,315 - 33,593 - 606,671 1 76,798,458 62 $ 123,163,392 100 |
2024 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 22,238,335 21 Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) 286 - Contract liabilities - current (Note 24) 32,781 - Notes and accounts payable 2,270,869 2 Accounts payable to related parties (Note 30) 10,168,823 9 Bonus to employees and remuneration to directors (Note 25) 5,716,392 5 Payables to equipment suppliers (Note 30) 213,298 - Other payables - related parties (Note 30) 68,832 - Current income tax liabilities (Notes 4 and 26) 5,446,174 5 Provisions - current (Notes 4 and 21) 346,948 - Lease liabilities - current (Notes 4 and 15) 483,646 1 Accrued expenses and other current liabilities (Notes 4 and 20) Current portion of long-term debts (Notes 19 and 31) 46,986,384 43 Total current liabilities NON-CURRENT LIABILITIES 17,324 - Long-term debt (Notes 19 and 31) Deferred income tax liabilities (Notes 4 and 26) 1,181,975 1 Lease liabilities - non-current (Notes 4 and 15) 1,180,240 1 Net defined benefit liability - non-current (Notes 4 and 22) 56,588,276 52 Other non-current liabilities (Note 20) 1,271,946 1 - - Total non-current liabilities 1,104,434 1 121,413 - Total liabilities 37,778 - 701,121 1 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4 and 23) 62,204,507 57 Capital stock Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury stock Equity attributable to shareholders of the Parent NON-CONTROLLING INTERESTS (Notes 12 and 23) Total equity $ 109,190,891 100 TOTAL |
2025 Amount % $ 12,545 - 259,320 - 7,570,242 6 146,719 - 1,084,146 1 3,296,916 3 50,437 - 578,035 - 31,122 - 60,954 - 5,982,611 5 4,703,164 4 23,776,211 19 25,413,199 21 452,675 - 1,715,674 1 40,250 - 490,879 1 28,112,677 23 51,888,888 42 7,591,466 6 462,395 1 11,535,023 10 372,090 - 38,053,976 31 49,961,089 41 (801,332) (1) (922,841) (1) 56,290,777 46 14,983,727 12 71,274,504 58 $ 123,163,392 100 |
2024 | ||||
|---|---|---|---|---|---|---|---|---|
| Amount % $ 36,965 - 145,836 - 4,966,910 5 113,909 - 1,132,586 1 3,049,495 3 56,500 - 953,568 1 - - 42,570 - 6,016,788 5 1,840,910 2 18,356,037 17 16,887,429 15 316,319 - 1,287,776 1 44,322 - 606,457 1 19,142,303 17 37,498,340 34 7,591,466 7 319,869 - 10,852,212 10 732,267 1 38,171,664 35 49,756,143 46 (372,090) - (533,313) (1) 56,762,075 52 14,930,476 14 71,692,551 66 $ 109,190,891 100 |
The accompanying notes are an integral part of the consolidated financial statements.
~38~
POWERTECH TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET SALES (Notes 4, 24 and 30) COST OF REVENUE (Notes 4, 11, 25 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 25 and 30) Marketing General and administrative Research and development Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income (Notes 4 and 25) Other gains and losses (Notes 4, 25, 27 and 30) Other income (Notes 4 and 25) Financial costs (Notes 4 and 25) Share of loss of associates for using the equity method (Notes 4 and 13) Foreign exchange (loss) gains, net (Notes 4 and 25) Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4 and 23) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 22) Unrealized (losses) gain on investments in equity instruments designated as at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Total other comprehensive income TOTAL COMPREHENSIVE INCOME |
2025 Amount % $ 74,929,320 100 62,200,129 83 12,729,191 17 217,898 - 1,572,204 2 2,807,250 4 4,597,352 6 8,131,839 11 322,107 - 610,087 1 19,270 - (258,730) - 50,041 - (82,462) - 660,313 1 8,792,152 12 1,571,610 2 7,220,542 10 (14,683) - (800) - (483,761) (1) (499,244) (1) $ 6,721,298 9 |
2024 | ||
|---|---|---|---|---|
| Amount % $ 73,315,042 100 59,323,602 81 13,991,440 19 232,611 - 1,567,684 2 2,808,879 4 4,609,174 6 9,382,266 13 361,468 1 296,113 - 14,241 - (251,318) - (36,651) - 911,167 1 1,295,020 2 10,677,286 15 2,177,879 3 8,499,407 12 43,935 - (16,170) - 335,070 - 362,835 - $ 8,862,242 12 |
(Continued)
~39~
POWERTECH TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET INCOME ATTRIBUTABLE TO Shareholders of the Parent Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO Shareholders of the Parent Non-controlling interests EARNINGS PER SHARE (Note 27) Basic Diluted |
2025 Amount % $ 5,535,968 8 1,684,574 2 $ 7,220,542 10 $ 5,089,730 7 1,631,568 2 $ 6,721,298 9 $ 7.48 $ 7.45 |
2024 | ||
|---|---|---|---|---|
| Amount % $ 6,788,607 9 1,710,800 3 $ 8,499,407 12 $ 7,188,285 10 1,673,957 2 $ 8,862,242 12 $ 9.09 $ 9.03 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
~40~
POWERTECH TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| BALANCE, JANUARY 1, 2024 Appropriation of 2023 earnings Legal reserve Special reserve Cash dividends distributed by the Parent Cash dividends distributed by subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income Net income for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Donations from shareholders The Parent's shares held by its subsidiaries treated as treasury shares Adjustment of capital surplus due to arise from dividends distributed paid to subsidiaries Changes in percentage of ownership interests in subsidiaries BALANCE, DECEMBER 31, 2024 Appropriation of 2024 earnings Legal reserve Special reserve Cash dividends distributed by the Parent Cash dividends distributed by subsidiaries Net income for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025 Total comprehensive income (loss) for the year ended December 31, 2025 Donations from shareholders The Parent's shares held by its subsidiaries treated as treasury shares Adjustment of capital surplus due to arise from dividends distributed paid to subsidiaries Changes in percentage of ownership interests in subsidiaries BALANCE, DECEMBER 31, 2025 |
Equity Attributabl | **e to Shareholders of ** | th | **e Corporation ** | Total $ 54,869,529 - - (5,314,026 ) - - 6,788,607 399,678 7,188,285 55 (64,511 ) 82,600 143 56,762,075 - - (5,314,026 ) - 5,535,968 (446,238) 5,089,730 47 (389,528 ) 142,450 29 $ 56,290,777 |
Noncontrolling Interests $ 14,236,954 - - - (894,448 ) - 1,710,800 (36,843) 1,673,957 72 (85,829 ) - (230) 14,930,476 - - - (1,060,067 ) 1,684,574 (53,006) 1,631,568 62 (518,251 ) - (61) $ 14,983,727 |
Total Equity $ 69,106,483 - - (5,314,026 ) (894,448 ) - 8,499,407 362,835 8,862,242 127 (150,340 ) 82,600 (87) 71,692,551 - - (5,314,026 ) (1,060,067 ) 7,220,542 (499,244) 6,721,298 109 (907,779 ) 142,450 (32) $ 71,274,504 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital S | tock Amount $ 7,591,466 - - - - - - - - - - - - 7,591,466 - - - - - - - - - - - $ 7,591,466 |
Capital Surplus $ 237,071 - - - - - - - - 55 - 82,600 143 319,869 - - - - - - - 47 - 142,450 29 $ 462,395 |
Retained Earnings | Unappropriated Earnings $ 37,588,110 (800,489 ) (130,039 ) (5,314,026 ) - (630 ) 6,788,607 40,131 6,828,738 - - - - 38,171,664 (682,811 ) 360,177 (5,314,026 ) - 5,535,968 (16,996) 5,518,972 - - - - $ 38,053,976 |
Other Equity | Total $ (732,267 ) - - - - 630 - 359,547 359,547 - - - - (372,090 ) - - - - - (429,242) (429,242) - - - - $ (801,332) |
Treasury Shares $ (468,802 ) - - - - - - - - - (64,511 ) - - (533,313 ) - - - - - - - - (389,528 ) - - $ (922,841) |
|||||||||
| Exchange Differences on Translation of the Financial Statements of Foreign Operations $ (717,131 ) - - - - - - 375,717 375,717 - - - - (341,414 ) - - - - - (428,442) (428,442) - - - - $ (769,856) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ (15,136 ) - - - - 630 - (16,170) (16,170) - - - - (30,676 ) - - - - - (800) (800) - - - - $ (31,476) |
|||||||||||||||
| Shares (In Thousands) 759,147 - - - - - - - - - - - - 759,147 - - - - - - - - - - - 759,147 |
Legal Reserve $ 10,051,723 800,489 - - - - - - - - - - - 10,852,212 682,811 - - - - - - - - - - $ 11,535,023 |
Special Reserve $ 602,228 - 130,039 - - - - - - - - - - 732,267 - (360,177 ) - - - - - - - - - $ 372,090 |
The accompanying notes are an integral part of the consolidated financial statements.
~41~
POWERTECH TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Net loss (gain) on fair value change of financial assets designated as at fair value through profit or loss Financial costs Interest revenue Share of loss of associate Net (gain) loss on disposal of property, plant and equipment Property, plant and equipment transfer to expenses Impairment loss on non-financial assets Net (gain) loss on foreign currency exchange Recognition of provisions Changes in operating assets and liabilities: Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes and accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Net defined benefit assets Financial liabilities held for trading Contract liabilities Notes and accounts payable Accounts payable to related parties Bonus to employees and remuneration of directors Other payables to related parties Accrued expenses and other current liabilities Net defined benefit liabilities Other payables Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities |
2025 $ 8,792,152 12,229,335 27,285 (39,169) 258,730 (322,107) (50,041) (236,869) 34 37,918 332,301 31,122 79,601 (952,735) (3,136,927) 523,015 (146,091) 42,921 (1,119,557) (357,927) (25,575) 4,185 (64,595) 113,484 2,580,367 33,001 (48,440) (6,063) (69,141) (4,072) 2,669 18,508,811 252,938 (304,187) (1,759,689) 16,697,873 |
2024 $ 10,677,286 12,630,320 25,227 192,578 251,318 (361,468) 36,651 (233,878) 5,322 10,924 (1,051,992) - 143,708 92,847 1,744,681 (248,046) 188,419 36,857 1,234,380 (74,829) (47,672) (1,010) (271,452) 14,730 (137,744) (15,185) (57,127) (70,214) (596,054) (38,282) 1,912 24,082,207 373,749 (284,423) (2,605,707) 21,565,826 |
|---|---|---|
(Continued)
~42~
POWERTECH TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Disposal of the investment in equity instruments designed as at fair value through other comprehensive income Acquisition of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Acquisition of associate Increase in prepayments for investments of subsidiaries Acquisition of property, plant and equipment Acquisition of investment properties Disposal of property, plant and equipment Decrease in refundable deposits Increase in intangible assets Decrease in finance lease receivable Increase (decrease) in prepayments for equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term bank loans Increase in long-term debt Decrease in long-term debt Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Dividends paid to shareholders of the Corporation Payments for buy-back of treasury shares Dividends paid to non-controlling interests Donations from shareholders Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH CASH, BEGINNING OF THE YEAR CASH, END OF THE YEAR |
2025 $ - (644,661) 678,056 (100,000) (133,416) (25,941,276) (297,089) 235,157 210,765 (44,727) 45,634 (31,727) (26,023,284) - 14,451,640 (2,972,384) (100,129) (42,434) (5,171,576) (907,811) (1,060,067) 109 4,197,348 (735,154) (5,863,217) 22,238,335 $ 16,375,118 |
2024 $ 1,168 (669,581) 441,630 - - (11,379,004) - 1,122,957 197,966 (19,892) 35,218 404,894 (9,864,644) (65,190) 4,988,491 (9,915,888) (42,927) (39,627) (5,231,426) (150,427) (894,448) 127 (11,351,315) 808,719 1,158,586 21,079,749 $ 22,238,335 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
~43~
Attachment 5
Powertech Technology Inc.
The 2025 Earning Distribution Table
Unit: NT$
| Unit: NT$ | |
|---|---|
| Item | Amount |
| Unappropriated Retained Earnings of Previous Years | 32,535,002,079 |
| Actuarial Gain/(Loss) from Defined Benefit Plans | (16,995,537) |
| Unappropriated Retained Earnings of Previous Years – Adjusted | 32,518,006,542 |
| Add: Net Income of year 2025 | 5,535,968,407 |
Proposed Distribution: |
|
| 10% Legal Reserve | (551,897,287) |
| Special Reserve | (429,241,633) |
| Balance of Retained Earnings available for shareholders | 37,072,836,029 |
| Cash Dividends to Outstanding Common Share Holders (NT$ 4.5 per share) |
(3,416,159,853) |
| Remaining balance of Retained Earnings for next year 33,656,676,176 |
~44~
Attachment 6
Powertech Technology Inc.
Comparison Table of the “Procedures for Acquisition or Disposal of Assets” before and after amendment
| Original | Amended | Amended | Amended | Note |
|---|---|---|---|---|
| Article 7.Filling and Disclosure 1. Whenever any of the following events occurs, the Company shall file the relevant information with the Financial Supervisory Commission and publicly disclose the same in accordance with the relevant regulations within two days (date of occurrence included): … Skip from clause (1) to (3) … (4) The acquisition or disposal of asset classes or right-of-use assets are used for operating machinery and equipment and whose object is not a related party transaction, the transaction amount reach the following conditions: a. When the Company’s paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. b. When the Company’s paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. (5) Prefectural self-built rental prefectural construction, joint construction of houses in building sharing, joining construction of way acquisition of real estate sales, and furthermore the transaction counterparty is not a related party, the company expects the transaction amount invested less than NT$ 500 million. (6) other than transactions set forth in clauses (1) to (5), either an acquisition or disposal of assets, a disposal of claims by a financial institution or an acquisition or disposal of assets in Mainland China, in an amount equal to 20% of the Company’s paid-in capital or NT$300 million, or more. However, this clause does not apply to any of the following cases: a. an acquisition or disposal of domestic government bonds; b. an acquisition or disposal of bonds or bonds under repurchase and resale agreements, or subscription or repurchase of moneymarket funds |
Article 7.Filling and Disclosure 1. Whenever any of the following events occurs, the Company shall file the relevant information with the Financial Supervisory Commission and publicly disclose the same in accordance with the relevant regulations within two days (date of occurrence included): … Skip from clause (1) to (3) … (4) The acquisition or disposal of asset classes or right-of-use assets are used for operating machinery and equipment and whose object is not a related party transaction, the transaction amount reach the following conditions: a. When the Company’s paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. b. When the Company’s paid-in capital is NT$10 billion or more,and less than NT$50 billion, the transaction amount reaches NT$1 billion or more. c. When the Company’s paid-in capital is NT$50 billion or more, the transaction amount reaches the threshold“5% of the paid-in capital”or more. (5) Prefectural self-built rental prefectural construction, joint construction of houses in building sharing, joining construction of way acquisition of real estate sales, and furthermore the transaction counterparty is not a related party, the company expects the transaction amount invested more than NT$ 500 million. (6) When the Company’s paid-in capital is NT$50 billion or more, transactions involving government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) traded on a stock exchange or at a securities firm’s business premises shall not fall under the circumstances specified in the proviso to clause (7), provided that the counterparty is not a related party and |
The amendments in accordance with the letter issued by the Financial Supervisory Commission, with the issue number of #1140383333on July 24, 2025. |
||
NT$50 billion or more, the transaction amount reaches the threshold“5% of the paid-in capital”or more. (5) Prefectural self-built rental prefectural construction, joint construction of houses in building sharing, joining construction of way acquisition of real estate sales, and furthermore the transaction counterparty is not a related party, the company expects the transaction amount invested more than NT$ 500 million. (6) When the Company’s paid-in capital is NT$50 billion or more, transactions involving government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) traded on a stock exchange or at a securities firm’s business premises shall not fall under the circumstances specified in the proviso to clause (7), provided that the counterparty is not a related party and |
NT$50 billion or more, the transaction |
|||
amount reaches the threshold“5% of |
||||
NT$50 billion or more, transactions |
||||
involving government bonds, ordinary |
||||
corporate bonds, and general financial |
||||
bonds not involving equity (excluding |
||||
subordinated bonds) traded on a stock |
||||
exchange or at a securities firm’s |
||||
business premises shall not fall under |
||||
the circumstances specified in the |
||||
proviso to clause (7), provided that the |
||||
counterparty is not a related party and |
~45~
| Original | Amended | Note | ||
|---|---|---|---|---|
| issued by domestic securities investment trust enterprises.; The transaction amount referred to in this clause (6) shall be calculated as follows: a. The amount in each transaction; b. The cumulative amount of acquisitions or disposals of the same kind of asset from or to the same party within one year; c. The cumulative amount of acquisitions or disposals of real property in the same development project or right-of-use assets within one year; or d. The cumulative amount of acquisitions and disposals of the same securities within one year. … Skip from phrase 2 to 6 … 7. The threshold “10% of the total assets” provided herein shall refer to the amount of total assets shown on the latest individual or consolidated financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. In case the shares of the Company are with a par value other than NT$10 or without par value, the threshold “20% of the paid-in capital” shall be substituted by “10% of the shareholders’ equity attributable to the parent.”; for calculations under the provisions regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted. |
the transaction amount reaches 5% or more of the Company's paid-in capital. (7)other than transactions set forth in clauses (1) to (6), either an acquisition or disposal of assets, a disposal of claims by a financial institution or an acquisition or disposal of assets in Mainland China, in an amount equal to 20% of the Company’s paid-in capital or NT$300 million, or more. However, this clause does not apply to any of the following cases: a. an acquisition or disposal of domestic government bonds; b. an acquisition or disposal of bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises.; The transaction amount referred to in this clause (7)shall be calculated as follows: a. The amount in each transaction; b. The cumulative amount of acquisitions or disposals of the same kind of asset from or to the same party within one year; c. The cumulative amount of acquisitions or disposals of real property in the same development project or right-of-use assets within one year; or d. The cumulative amount of acquisitions and disposals of the same securities within one year. … Skip from phrase 2 to 6 … 7. The threshold “10% of the total assets” provided herein shall refer to the amount of total assets shown on the latest individual or consolidated financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. In case the shares of the Company are with a par value other than NT$10 or without par value, the threshold “20% of the paid-in capital” shall be substituted by “10% of the shareholders’ equity attributable to the parent”; the threshold“5% of the paid-in capital”shall be substituted by“2.5% of the shareholders’ equity attributable to the parent”; for calculations under theprovisions regarding |
the transaction amount reaches 5% or | ||
| more of the Company's paid-in capital. | ||||
be substituted by“2.5% of the shareholders’ |
||||
equity attributable to the parent”; for calculations under theprovisions regarding |
~46~
| Original | Amended | Note | |
|---|---|---|---|
| transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted; for calculations under the provisions regarding transaction |
|||
amounts relative to paid-in capital of |
|||
NT$50 billion, NT$100 billion of equity |
|||
attributable to owners of the parent shall be |
|||
substituted. |
~47~
Attachment 7
Powertech Technology Inc. Tentative Terms and Conditions for Issuance of Overseas or Domestic Convertible Bonds in Private Placement
- Issuer
Powertech Technology Inc. (“Issuer” or “PTI”).
-
Issuance Size
-
The Board of Directors (“Board”) is authorized, within the limit of 75,900,000 common shares or 5 billion corporate bonds, to issue new common shares for cash to sponsor issuance of the overseas depositary shares (“DRs”) and/or issue new common shares for cash in public offering and/or issue new common shares in private placement and/or issue overseas or domestic convertible bonds in private placement (“Private Placement CB”). For issuance of Private Placement CB, the number of common shares to be converted within the limit of 75,900,000 common shares shall be calculated in accordance with the conversion price determined at the time of issuance of Private Placement CB.
-
Issuance Date
Private Placement CB will be issued within one year after the 2026 annual general shareholders’ meeting, provided that the Private Placement CB should be issued by the Company at one time or several times (no more than 3 times).
-
Issuance Method
-
Private Placement CB will be issued in accordance with Article 43-6 of the Securities and Exchange Act and the regulations of the jurisdiction where Private Placement CB is issued. The investors subscribing to Private Placement CB must meet the qualifications listed in Article 43-6 of the Securities and Exchange Act and are limited to strategic investors. Priority will be given to the investors who could benefit the Company's long-term development, competitiveness, and existing shareholders' rights. The Board is fully authorized to determine the specific investors. The purpose, necessity and projected benefits for having strategic investors are to accommodate the Company’s operation and development needs to have the strategic investors to assist the Company, directly or indirectly, in its finance, business, manufacturing, technology, procurement, management, and strategy development, etc. so to strengthen the Company’s competitiveness and enhance its operational efficiency and long term development.
-
Form, Denomination and Issuance Price
Private Placement CB will be issued in registered form in denomination of US$10,000 or multiples thereof or NT$100,000 or multiples thereof and the issue price shall be no less than 85% of the theoretical price.
- Coupon Rate
To be determined by the Board.
- Term
The term of Private Placement CB shall not be more than seven years.
- Redemption
Unless previously redeemed, converted, or purchased and cancelled, Private Placement CB will be redeemed by the Issuer at the maturity date in cash at a price equal to the par value or the par value plus the interest.
-
Conversion Securities
-
Private Placement CB will be convertible into PTI’s common shares or the DRs representing PTI’s common shares.
~48~
10. Conversion
- (1) Conversion Period:
Unless previously redeemed, purchased, cancelled or converted, except during the closed period the holders are not permitted to convert under the Indenture, a holder of Private Placement CB may request the Issuer to convert Private Placement CB into PTI’s common shares or DRs at any time after a designated period of time following the issuance date of Private Placement CB and until certain days prior to the maturity date in accordance with applicable rules and regulations and terms of the Indenture.
- (2) Conversion Procedure:
To exercise the relevant conversion rights attached to Private Placement CB, the holder thereof must deposit with the Issuer a notice of conversion together with the Private Placement CB and any other documents or certificates required by ROC laws.
- (3) Conversion Price Determination:
The conversion price of Private Placement CB shall be no less than 85% of (x) the simple average closing price of the Issuer’s common shares for 1, 3 or 5 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, or (y) the simple average closing price of the Issuer’s common shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends. It is proposed for the shareholders’ meeting to authorize the Board to determine the actual conversion price in accordance with applicable rules and regulations.
- (4) Dividend Entitlement at Conversion
Prior to conversion of Private Placement CB, holders are not entitled to receive any dividend distribution. Following the conversion of Private Placement CB, the rights to receive dividend payments will be the same as the other common shareholders of the Issuer.
- (5) Rights and Obligations after Conversion
Except that Private Placement CB is subject to the selling restrictions within three years after the delivery date of Private Placement CB under Article 43-8 of the Securities and Exchange Act, the new common shares to be issued upon conversion of Private Placement CB will have the same rights and obligations as the Company’s existing issued and outstanding common shares.
-
Early Redemption at the Option of the Issuer
-
To be determined by the Board.
-
Holders’ Put Option
The Issuer may choose not to grant holders’ put option, or after expiry of a designated period following issuance of Private Placement CB, holders may require the Issuer to redeem all or part of Private Placement CB at a price that would result in certain annual yield on Private Placement CB.
- Others
The Board is authorized to determine and amend, at its sole discretion, the terms and conditions of Private Placement CB and other matters which are not addressed herein.
~49~
Appendix 1
ARTICLES OF INCORPORATION OF POWERTECH TECHNOLOGY INC.
Chapter I : General Provisions
-
Article 1
:The Company is incorporated under the Company Act. The name of the Company is POWERTECH TECHNOLOGY INC. -
Article 2
:The Company’s business scope includes the following: -
CC01080 Manufacturing of electric parts and components.
-
CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
-
CC01110 Computers and computing peripheral equipments manufacturing.
-
CC01120 Data storage media manufacturing and duplicating.
-
CC01990 Electrical machinery, supplier manufacturing.
-
F119010 Wholesale of electronic materials.
-
F219010 Retail sale of electronic materials.
-
H201010 Investment.
-
I301010 Software design services
-
I501010 Product designing.
-
JE01010 Rental and leasing business.
-
Article 3
:The head office of the Company is located in Hsinchu County, Taiwan, and, when necessary, may establish branches or subsidiaries at home and/or abroad upon the resolution of the Board of Directors. -
Article 4
:The Company may provide endorsement and guarantee. The procedures for endorsement and guarantee and any amendment thereto shall be approved by the Shareholders at shareholders’ meetings. -
Article 5
:The total amount of the Company’s investment in other business entities may exceed forty percent (40%) of the Company’s paid-in capital. The Board of Directors is authorized to make decisions on and manage the Company’s investment. -
Article 6
:Public announcements of the Company shall be made in accordance with the provision of Article 28 of the Company Act.
Chapter II : Shares
-
Article 7
:The authorized capital of the Company is Fifteen Billion New Taiwan Dollars (NT$15,000,000,000) divided into one billion and five hundred million (1,500,000,000) shares with a par value of ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue the aforesaid shares in installments. The Company may issue employee stock options from time to time. A total of 15,000,000 shares among the above total capital stock should be reserved for issuing employee stock options. -
The Company may issue employee stock options where the exercise price for such
~50~
options is lower than the closing price of the Company’s common shares as of the issue date only with the approval of the Shareholders through a resolution passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or by proxy at a shareholders’ meeting attended by the Shareholders holding more than an aggregate of one-half of all issued shares of the Company.
The Company may transfer repurchased shares to employees at a price lower than the average actual repurchase price only with the approval of the Shareholders through a resolution passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or by proxy at a shareholders’ meeting attended by the Shareholders holding more than an aggregate of one-half of all issued shares of the Company.
-
Article 8
:The Company may issue shares without printing share certificates for the shares issued, and the details regarding such issue of shares shall be recorded by Taiwan Depository & Clearing Corporation. If the Company decides to print share certificates for shares issued, the Corporation shall comply with relevant provisions of the Company Law and relevant rules and regulations of the Republic of China. -
Article 9
:The shareholders register shall be closed for a period of sixty (60) days immediately prior to an annual shareholders’ meeting, for a period of thirty (30) days immediately prior to an extraordinary shareholders’ meeting, and for a period of five (5) days immediately prior to a record date fixed for distributing dividends, bonus, or any other benefit.
Chapter III : Shareholders’ Meetings
-
Article 10
:A shareholders’ meeting may either be an annual shareholders’ meeting or an extraordinary shareholders’ meeting. The Company shall in each year hold an annual shareholder’s meeting within 6 months after the close of each fiscal year and an extraordinary shareholders’ meeting may be convened in accordance with the applicable laws whenever necessary. -
Article 11
:A shareholder who is unable to attend a shareholders’ meeting in person may appoint a proxy to attend the meeting by executing the proxy form provided by the Company and specifying the scope of proxy therein in accordance with the provision of Article 177 of the Company Act. -
A shareholder’s votes may be exercised by way of a written ballot or by way of electronic transmission if such method for exercising the votes has been described in the notice of the shareholders’ meeting.
-
A shareholder who exercises his/her/its votes by way of a written ballot or by way of electronic transmission shall be deemed to have attended the relevant shareholders’ meeting in person, but shall be deemed to have waived his/her/its votes in respective of any ad hoc motions and the amendments to the contents of the original proposals at such shareholders’ meeting. The validity of the votes exercised by way of a written ballot or
~51~
by way of electronic transmission shall be governed by Article 177-2 of the Company Act.
-
Article 12
:Subject to any restrictions on voting rights, for the time being, attached to any share of the Company and the provisions of Paragraph 2, Article 179 of the Company Act, each shareholder of the Company shall be entitled to one vote for each share held by him/her/it. -
Article 13
:Unless otherwise required by the Company Act, a resolution of a shareholders’ meeting shall be passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or by proxy at the shareholders’ meeting attended by Shareholders holding more than an aggregate of one-half of all shares issued by the Company.
Chapter 4 : Directors and Functional Committee
-
Article 14
:The Company shall have nine (9) ~ eleven (11) Directors, elected at shareholders’ meetings from among candidates with legal capacity. The term of each Director shall be three (3) years, and thereafter he/she/it may be eligible for re-election. The determination for the number of directors shall be authorized and determined by the board of directors. The aggregate shareholding percentages of all Directors shall comply with “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” promulgated by the Financial Supervisory Commission. Out of all Directors, there shall be at least four (4) Independent Directors, and the number of Independent Directors shall not be less than one-third of the total number of Directors elected and holding the office for the same period. The candidate nomination mechanism provided by Article 192-1 of the Company Act shall be adopted for election of all Directors (including Independent Directors) and all Directors, in which all Directors shall be elected from among the nominated candidates. The qualification for candidates, nomination procedures and public announcements shall all be set up and conducted in accordance with the Company Act, the Securities and Exchange Act and the regulations promulgated by the securities authorities. -
The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act to perform the functions of a supervisor under the Company Act, the Securities and Exchange Act and other relevant laws. The audit committee shall consist of all the Independent Directors and its charter shall be adopted by the Board of Directors.
-
In order to improve the supervisory function and strengthen the management mechanism, the board of directors may set up various functional committees. The organizational rules shall be formulated separately in accordance with relevant laws and regulations and the company's rules.
-
Article 15
:The Board of Directors shall be composed of all Directors. The Chairman shall be elected from among the Directors by a majority of the Directors present at a meeting of Board of Directors attended by at least two-thirds of all of the Directors then in office.
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The Chairman shall preside as chairman at every meeting of the Shareholders and of the Board of Directors, and is the representative of the Company in all external affairs. In the event that the Chairman is on leave or otherwise unable to perform his/her duties, the delegation of his/her office shall be made in accordance with Article 208 of the Company Act.
- Article 16
:In principle, the Chairman shall each quarter summon at least one meeting of the Board of Directors. In the case of emergency or upon the requisition of a majority of the Directors, the meeting of the Board of Directors may be called by the Chairman at any time.
A meeting of the Board of Directors may be held for the dispatch of business upon provision of seven (7) days’ notice in writing to each Director specifying the nature of business to be transacted at the meeting. Written notices for meetings of the Board of Directors may be given by means of personal delivery, registered mail, facsimile or electronic mail.
A Director who is unable to attend a meeting of the Board of Directors in person may appoint another Director as his/her proxy to attend and vote on his/her behalf in accordance with the scope of proxy at the meeting; however, no Director may act as proxy for more than one Director.
Directors may participate in any meeting of the Board of Directors by means of such visual communication facilities, and participation in such a meeting shall be deemed presence in person at such meeting.
Unless otherwise required by the Company Act or any other applicable laws or regulations, the quorum necessary for the transaction of the business of the Board of Directors shall be more than one-half of the Directors, and a resolution of the Board of Directors shall be passed by a simple majority of the Directors as, being entitled to do so, vote in person or by proxy at the relevant meeting of the Board of Directors. Article 17 : Deleted.
Chapter V : Officers
-
Article 18
:The Company may appoint President and the following managerial officers. The appointment, removal and remuneration of such managerial officers shall be determined in accordance with Article 29 of the Company Act.: -
those who are above or equivalent to President,
-
Vice President and those of equivalent rank,
-
Assistant Vice President and those of equivalent rank,
-
Treasurer,
-
Principal Accounting Officer, and
-
other officers who have the authority to manage the company’s affairs and be an authorized signatory on the Company’s behalf.
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Chapter VI : Accounting
-
Article 19
:The fiscal year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.After the close of each fiscal year, the Board of Directors shall, at least thirty (30) days prior to the date of the relevant annual shareholders’ meeting, prepare and submit the following documents to the Audit Committee for its verification and further submit the same to the annual shareholders’ meeting for its approval: -
(a) the annual business report;
-
(b) the consolidated financial statements; and
-
(c) the earning distribution or loss off-setting proposals.
The preparation, audit, filing and submission for recordation of the above documents and other documents required by the authorities shall be made in accordance with the Company Act, the Securities and Exchange Act and other applicable laws and regulations.
After the approval thereof at the relevant annual shareholders’ meeting, the copies of approved consolidated financial statements and the resolutions on the earning distribution and/or loss offsetting shall be distributed to each Shareholder and such distribution may be effected by way of a public announcement.
- Article 20
:The Board of Directors shall be entitled to transportation allowance for each month regardless of whether or not the Company makes profit. The amount of transportation allowance shall be determined by the Board of Directors.
The Board of Directors is authorized to determine the remuneration of each Director based on the evaluation conducted by the Remuneration Committee and by reference to the remuneration benchmark in the industry. The Remuneration Committee shall evaluate the level and value of contribution provided by each Director to the Company. The Company may purchase liability insurance for Directors with respect to liabilities resulting from the exercise of their duties during their terms of service.
- Article 21
:The Company’s pre-tax profits, prior to deduction of compensation to distribute to employees and directors in a given fiscal year, shall be distributed to employees as compensation 5%~7.5% and directors as compensation no higher than 1.5% of such fiscal year’s profits. In the event that the Company has accumulated losses (including adjustment of undistributed earnings), the Company shall reserve an amount to offset accumulated losses.
The employees’ compensation mentioned above shall be distributed in the form of cash dividends or stock dividends. No less than 60% of the total annual employees’ compensation amount should be allocated to staff employees. The scope of staff employees should be subject to the Board resolution and periodic evaluation to determine whether adjustments are needed.
The compensation for directors shall be distributed only in the form of cash. Independent
Directors shall be paid a fixed monthly remuneration and shall not participate in annual
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profit distributions.
The two compensation of distribution mentioned above shall be approved as a resolution by board of directors and shall be submitted to the shareholders’ meeting.
-
Article 21-1:The annual net profits of the Company for each fiscal year shall be allocated in the following order:
-
to set off losses (if any);
-
to set aside ten percent (10%) of the balance as statutory reserve;
-
to set aside an amount as special reserve or wind an amount thereof in accordance with applicable laws and regulations whenever necessary;
The Board of Directors may propose that the remainder of the annual net profit of the Company together with the retained earnings accrued from prior years, deducted by an amount the Board of Directors recommends not to distribute, be allocated to the Shareholders as dividends or retained and undistributed and submit such proposal to the relevant annual shareholders’ meeting for its approval.
The Company is within the capital-intensive industry. The Company’s dividend policy shall be determined taking into account the current and future investment environment, the capital need, the market competition and the capital budgets of the Company. Considering the interests of the Shareholders, to balance the dividend and long-term financial planning need, dividends may be distributed in cash or in form of shares, provided that cash dividends shall not be less than twenty percent (20%) of total amount of dividends.
Chapter VII : Miscellaneous
- Article 22
:Any matters not provided for in these Articles of Incorporation shall be governed by the Company Act.
Article 23 : These Articles of Incorporation were adopted on May 6, 1997.
The first amendment hereto was adopted on March 31, 1998. The second amendment hereto was adopted on June 23, 1999. The third amendment hereto was adopted on May8, 2001. The fourth amendment hereto was adopted on June 20, 2002. The fifth amendment hereto was adopted on June 18, 2003. The sixth amendment hereto was adopted on May 18, 2004. The seventh amendment hereto was adopted on June 14, 2005. The eighth amendment hereto was adopted on June 14, 2005. The ninth amendment hereto was adopted on June 14, 2006. The tenth amendment hereto was adopted on June 15, 2007. The eleventh amendment hereto was adopted on June 13, 2008. The twelfth amendment hereto was adopted on May 27, 2010. The thirteenth amendment hereto was adopted on June 24, 2011. The fourteenth amendment hereto was adopted on June 15, 2012.
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The fifteenth amendment hereto was adopted on June 14, 2013. The sixteenth amendment hereto was adopted on June 26, 2014. The seventeenth amendment hereto was adopted on January15, 2016. The eighteenth amendment hereto was adopted on May26, 2017. The nineteenth amendment hereto was adopted on July 29, 2021. The twentieth amendment hereto was adopted on May 28, 2025.
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Appendix 2
Powertech Technology Inc. Rules and Procedures of Shareholders’ Meeting
-
Article 1 : To establish a strong governance system and sound supervisory capabilities for the Company's shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. Unless otherwise provided by relevant laws, regulations or Article of Incorporation, shall be conducted in accordance with these Rules and Procedures of Shareholders’ Meetings.
-
Article 2 : Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
-
The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
-
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
-
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
-
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the reelection in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A
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shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
-
Article 3 : For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
-
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
-
Article 4 : The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
-
Article 5 : The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations 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. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
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The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
-
Article 6 : If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
-
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders’ meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. 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 : Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
-
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
-
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, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued
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shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting 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 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.
-
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. 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.
-
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.
-
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.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
-
Article 11 : Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
-
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for
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any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
-
Article 12 : A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
-
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 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, 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 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.
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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 13 : The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
-
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
-
Article 14 : 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 15 : On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
-
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
-
Article 16 : Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
-
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 identification card or armband bearing the word "Proctor." At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
-
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
-
Article 17 : When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
- Article 18 : These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
These Rules were formulated on January 3, 1998
First amendment passed by the shareholders’ meeting on June 20, 2002. Second amendment passed by the shareholders’ meeting on June 14, 2013. Third amendment passed by the shareholders’ meeting on May 27, 2022.
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Appendix 3
Powertech Technology Inc. Rules for Election of Directors
Amended by the Annual Shareholders’ Meetings on July 29, 2021
-
Article 1: To ensure a just, fair, and open election of directors and supervisors, these Procedures are adopted pursuant to Articles 21 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
-
Article 2: Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
-
Article 3: The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
-
The ability to make judgments about operations.
-
Accounting and financial analysis ability.
-
Business management ability.
-
Crisis management ability.
-
Knowledge of the industry.
-
An international market perspective.
-
Leadership ability.
-
Decision-making ability.
-
Article 4: The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
-
Article 5: Elections of directors shall be conducted in accordance with the candidate nomination system and procedures set out of the Company Act and related laws and regulations.
-
Article 6: The cumulative voting method shall be used for election of the directors of the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The election of independent directors and directors shall be held together; provided, however, that the number of independent directors and directors elected shall be calculated separately.
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-
Article 7: The board of directors shall prepare separate ballots for directors and supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
-
Article 8: Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
-
Article 9: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10: A ballot is invalid under any of the following circumstances:
-
The ballot was not prepared by a person with the right to convene.
-
A blank ballot is placed in the ballot box.
-
The writing is unclear and indecipherable or has been altered.
-
The candidate whose name is entered in the ballot does not conform to the director candidate list.
-
Other words or marks are entered in addition to the number of voting rights allotted.
-
Article 11: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors.
-
Article 12: The board of directors of this Corporation shall issue notifications to the persons elected as directors.
-
Article 13: These Procedures and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Appendix 4
Influence of Proposed Stock Dividend Distribution upon 2026 Operating Performance, Earnings Per Share, and Return on investment
Not applicable because the Company’s Board of Directors did not propose stock dividend distribution for the year of 2026.
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Appendix 5
Powertech Technology Inc.
Current Shareholdings of All Directors
-
The Company’s paid-in capital is NT$7,591,466,340; the number of outstanding shares is 759,146,634.
-
According to Articles 26 of Securities and Exchange Act, the minimum shareholdings of total Directors is 30,365,865 shares (4%). Since the Company has selected four independent directors, the percentage of shares held by all directors other than independent directors based on the ratio in the preceding paragraph is reduced to 80%. Therefore, all directors (excluding independent directors) should hold a minimum of 24,292,692 shares. The Company has established an Audit Committee. Therefore, the supervisors’ shareholdings requirement is not applicable.
-
As of the March 29, 2026, the shareholdings of total Directors are as the table below. The shareholdings of PTI’s Directors exceed the minimum shareholdings specified in Article 26 of Securities and Exchange Act.
| Title | Name | Current Shareholding | Current Shareholding |
|---|---|---|---|
| Shares | % | ||
| Chairman | D.K. Tsai | 3,360,000 | 0.44% |
| Director | J.S. Leu | 62,356 | 0.01% |
| Director | KINGSTON TECHNOLOGY CORP. Representative: Shigeo Koguchi |
29,875,000 | 3.94% |
| Director | KINGSTON TECHNOLOGY CORP. Representative: Daphne Wu |
||
| Director | Greatek Electronics Inc., Representative: Boris Hsieh |
20,350,000 | 2.68% |
| Director | Kioxia Semiconductor Taiwan Corporation Representative: Junichi Asada |
3,655,309 | 0.48% |
| Independent Director | Morgan Chang | 0 | 0.00% |
| Independent Director | Pei-Ing Lee | 0 | 0.00% |
| Independent Director | Ray Chen | 0 | 0.00% |
| Independent Director | Chao-Chin Tung | 0 | 0.00% |
| Total Shareholdings of Directors | 57,302,665 | 7.55% |
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Appendix 6
Relevant information on proposals made by shareholders who holding
1% or more of the total number of issued shares of the Company.
-
In accordance with Article 172-1 of the Company Act, the time for the Company's 2026 shareholders meeting to accept shareholder proposals is from March 20[th] , to March 30[th] , 2026.
-
During the above period, there were no proposals from shareholders who holding 1% or more of the total number of issued shares of the Company.
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