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QPC — AGM Information 2026
Apr 24, 2026
52421_rns_2026-04-24_7f1dde7b-b1ba-4228-87d5-cc5324e36a85.pdf
AGM Information
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Stock Code:4722
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Qualipoly Chemical Corp.
Handbook for 2026 Annual Shareholders’ Meeting
Meeting Type:Physical Shareholders' Meeting Meeting Time:10:00 a.m., Monday, May 25, 2026
PLace:1F., No. 2, Yeong Gong 5th Rd., Yeong An Dist., Kaohsiung City, Taiwan (R.O.C.)
Table of Contents
| I. | Meeting Procedure ......................................................................................................... | 1 | |
|---|---|---|---|
| II. | Meeting Agenda ............................................................................................................. | 2 | |
| 1. | Call the Meeting to Order .............................................................................................. | 3 | |
| 2. | Chairman’s Statements .................................................................................................. | 3 | |
| 3. | Reports on Company Affairs ......................................................................................... | 3 | |
| 4. | Ratifications ….……...................................................................................................... | 5 | |
| 5. | Discussion Matters ......................................................................................................... | 5 | |
| 6. | Election of Directors ...................................................................................................... | 9 | |
| 7. | Other Proposals .............................................................................................................. | 10 | |
| 8. | Questions and Motions..................................................………..................................... | 10 | |
| 9. | Adjournment .................................................................................................................. | 10 | |
| III. | Attachments | ||
| 1. | 2025 Business Report .................................................................................................... | 11 | |
| 2. | 2025 Audit Committee’s Review Report ...................................................................... | 14 | |
| 3. | Remuneration of Individual Directors for 2025............................................................. | 15 | |
| 4. | Implementation Status of the 3rdDomestic Unsecured Convertible Corporate Bonds for 2025………………………………………………………………………………... |
16 | |
| 5. | 2025 Certified Public Accountant’s Report and Consolidated Financial Statements..... | 17 | |
| 6. | 2025 Certified Public Accountant’s Report and Individual Financial Statements......... | 28 | |
| 7. | 2025 Profit Distribution Table ....................................................................................... | 39 | |
| 8. | Comparison Table for the Amendments to the Articles of Incorporation...................... | 40 | |
| 9. | Assessment Opinion on the Necessity and Reasonableness for Conducting the Private Placemen………………………………………………………………………………. |
41 | |
| IV. | Appendices | ||
| 1. | Rules of Procedure for Shareholders’ Meeting .............................................................. | 47 | |
| 2. | Articles of Incorporation (Before amendment) …......................................................... | 50 | |
| 3. | Rules for Director’s Election …..................................................................................... | 54 | |
| 4. | Shareholdings of All Directors ...................................................................................... | 56 | |
| 5. | Other Matters ................................................................................................................. | 57 |
Qualipoly Chemical Corp.
Agenda of 2026 Annual Shareholders’ Meeting
Meeting type: Physical shareholders meeting
Time:10:00 a.m., Monday, May 25, 2026
Venue:1F., No. 2, Yeong Gong 5th Rd., Yeong An Dist., Kaohsiung City, Taiwan (R.O.C.)
I. Call the Meeting to Order
II. Chairman’s Statements
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III. Reports on Company Affairs
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IV. Ratifications
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V. Discussion Matters
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VI. Election of Directors
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VII. Other Proposals
VIII. Questions and Motions
- IX. Adjournment
1
Qualipoly Chemical Corp.
Agenda of 2026 Annual Shareholders’ Meeting
-
I. Call the Meeting to Order
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II. Chairman’s Statements
III. Reports on Company Affairs
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2025 Business Report
-
2025 Audit Committee’s Review Report
-
Distribution of Employees' and Directors' Remuneration for 2025
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Remuneration of Individual Directors for 2025
-
2025 Profit Distribution in Cash Dividends
-
Implementation Status of the 3[rd] Domestic Unsecured Convertible Corporate Bonds for 2025
IV. Ratifications
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Adoption of the 2025 Business Report and Financial Statements
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Adoption of the Proposal for 2025 Profit Distribution
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V. Discussion Matters
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Amendments to the Articles of Incorporation
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2.Private placement of common shares and/or domestic secured or unsecured convertible corporate bonds.
VI. Election of Directors
- Full election of directors
VII. Other Proposals
- Lifting of the non-competition restrictions on newly-elected directors
VIII. Questions and Motions
IX.Adjournment
2
I. Call the Meeting to Order
II. Chairman’s Statements
III. Reports on Company Affairs
Report No.1 2025 Business Report. Explanations:
Please refer to p.11 to 13 (Appendix 1) of this handbooks for the 2025 Business Report.
Report No.2 2025 Audit Committee’s Review Report. Explanations: Please refer to p.14 (Appendix 2) of this handbook for the Audit Committee’s Review Report.
Report No.3
Distribution of Employees' and Directors' Remuneration for 2025. Explanations:
-
According to Article 18 of the Articles of Incorporation, in the case of making profit earnings at the close of the business year, the Company shall make appropriate distributions of 1% to 1.5% for remuneration to employees and may make appropriate distributions but not more than 3% for remuneration to Directors. However, the Company shall preserve the amount to cover the deficit and then make appropriate distributions for remunerations to employees and Directors by the aforesaid proportion in case there are accumulated deficits in the Company.
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The Board of Directors of the Company approved the allocation of remuneration to employees in the amount of NT$3,279,000, of which 50% (amounting to NT$1,639,500) was allocated to non-executive employees, and the remuneration to directors in the amount of NT$6,559,000. All remuneration was distributed in cash, with no discrepancy from the amount of expenditure recognized.
Report No.4
Remuneration of Individual Directors for 2025.
Explanations:
-
According to applicable regulations and to enhance corporate governance, the Company hereby discloses the remuneration paid to directors for 2025, including the remuneration policy, individual remuneration details and amounts, and the linkage to performance evaluation results:
-
(1) Remuneration Policy
- Directors’ remuneration is distributed in accordance with the Company’s Articles of Incorporation. However, pursuant to a resolution of the Board of Directors, independent directors do not participate in the distribution of annual director profit sharing remuneration.
-
(2) Remuneration Details and Amounts
The remuneration of directors for 2025 includes base remuneration, director profit sharing remuneration, as well as expenses and perquisites. Such information is disclosed on an individual basis, including names and amounts.
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(3) Procedure for Determining Remuneration and Its Linkage to Operating Performance Directors’ remuneration is determined with consideration of the Company’s operating objectives, financial condition, directors’ responsibilities, and the achievement of performance targets. Remuneration is periodically reviewed and determined by the Remuneration Committee in accordance with applicable regulations and submitted to the Board of Directors for approval prior to implementation.
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Please refer to p.15 (Appendix 3) of this handbook for details of individual directors’ remuneration for 2025.
Report No.5 2025 Profit Distribution in Cash Dividends.
Explanations:
-
According to Article 18-1 of the Articles of Incorporation, the Board of Directors is authorized to pay the entire or partial dividend and bonus, capital reserve or legal reserve to be distributed in the form of cash by a resolution, and shall report the same to the shareholders’ meeting.
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The Board of Directors of the Company had approved the allocation of NT$122,865,791 as the cash dividend of $1.2 per share. The cash dividend is calculated up to NT$1 (digits after the decimal point to be ignored) according to the distribution proportion, and for the total number of fractional amounts less than NT$1, numbers after the decimal point will be adjusted in descending order, and the account number will be adjusted from former to later, until meeting the total distribution amount of cash dividend.
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The profit distribution for the Company has been approved by the resolution of the Board of Directors, and the chairman is authorized to determine matters related to the ex-dividend date and payment date. Subsequently, in case of changes in the share capital of the Company causing an impact on the number of outstanding shares, and thereby causing changes in yields of shareholders that require amendments, the chairman is fully authorized for such matters.
Report No.6
Implementation Status of the 3rd Domestic Unsecured Convertible Corporate Bonds for 2025. Explanations:
-
According to Article 246 of the Company Act, the Company hereby discloses the reason for and other relevant matters concerning the issuance of corporate bonds.
-
To strengthen operating capital, the Company resolved on July 4, 2025, by resolution of the Board of Directors, to issue the 3[rd] Domestic Unsecured Convertible Corporate Bonds with a total issuance amount of NT$510,000,000. The issuance became effective upon filing with the Financial Supervisory Commission R.O.C. (Taiwan) under Financial-Supervisory-Securities-Corporate-1140353175 dated August 22, 2025, and the bonds commenced trading on the over-the-counter (OTC) market on October 1, 2025.
-
Please refer to p.16 (Appendix 4) of this handbook for the Implementation Status of the 3rd Domestic Unsecured Convertible Corporate Bonds for 2025.
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IV. Ratifications
Proposed by the Board
Proposal No.1:
Adoption of the 2025 Business Report and Financial Statements Explanation:
-
Among the 2025 Business Report, Individual Financial Statements, and Consolidated Financial Statements of the Company prepared and approved by the Board of Directors on March 9, 2026, the Individual Financial Statements and the Consolidated Financial Statements have been jointly audited by Hsu, Hui-Yu and Yeh, Fang-Ting, certified public accountants from PwC Taiwan, and subsequently a written audit report has been issued. The aforesaid business report and financial statements were then examined by the Audit Committee of the Company, no discrepancies were found, and a written review report has been issued.
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Please refer to p.11 to 13 (Appendix 1), p.17 to 38 (Appendix 5, Appendix 6) for the 2025 Business Report, 2025 Certified Public Accountant’s Audit Report, 2025 Individual Financial Statements, and 2025 Consolidated Financial Statements.
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Submitted for ratification
Resolution:
Proposed by the Board
Proposal No.2: Adoption of the Proposal for 2025 Profit Distribution Explanation:
-
The net profit after tax for 2025 amounted to NT$201,791,956. After appropriation of the legal reserve and special reserve, and after adding the beginning retained earnings and adjustments, the distributable net profit amounted to NT$1,190,656,547.
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The Company hereby proposes a cash dividend of NT$1.2 per share, totaling NT$122,865,791. No stock dividend is proposed. The undistributed retained earnings amounted to NT$1,067,790,756.
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Please refer to p. 39 (Appendix 7) of this handbook for the 2025 Profit Distribution Table.
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Submitted for ratification
Resolution:
V. Discussion Matters
Proposed by the Board
Proposal No.1:
Amendments to the Articles of Incorporation
Explanation:
-
In response to future development need, the Company hereby proposes to increase the total capital from NT$1.5 billion to NT$2.0 billion.
-
Please refer to p. 40(Appendix 8) for the Comparison Table for the Amendments.
-
Submitted for approval.
Resolutions:
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Proposed by the Board
Proposal No.2:
Private placement of common shares and/or domestic secured or unsecured convertible corporate bonds Explanation:
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The Company resolved on March 9, 2026, by resolution of the Board of Directors, to conduct a private placement of common shares and/or domestic secured or unsecured convertible corporate bonds.
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To strengthen operating capital and pay off liabilities, and to respond to changes in the industry environment while enhancing the Company’s operational structure and competitiveness, the Company hereby proposes that the shareholders’ meeting authorize the Board of Directors to conduct a private placement of common shares not exceeding 20,000,000 shares. The number of common shares to be converted from privately placed domestic convertible corporate bonds shall be included within the aforementioned limit of 20,000,000 shares. Depending on market conditions and the Company’s funding needs, the issuance may be conducted either in a single issuance or in multiple tranches (up to three issuances) or in combination thereof, at appropriate timing. The details are explained in accordance with Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities as follows:
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The basis and reasonableness of the private placement pricing:
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(1) Private placement of common shares
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The issuance price of the privately placed common shares may not be lower than 80 percent of the reference price. The reference price of the privately placed common shares shall be the higher of the following two calculations:
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A. The simple average closing price of the Company’s common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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B. The simple average closing price of the Company’s common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
-
-
(2) Private placement of domestic unsecured convertible corporate bonds
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A. Par value: NT$100,000 or multiples thereof
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B. Issuance period: Not to exceed three years from the issuance date
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C. Coupon interest rate: 0%
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D. The issuance price of the privately placed domestic convertible corporate bonds may not be lower than 80 percent of the theoretical price. The conversion price of the privately placed domestic convertible corporate bonds shall be the higher of the following two calculations and shall not be lower than the reference price:
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a. The simple average closing price of the Company’s common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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b. The simple average closing price of the Company’s common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
-
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The actual private placement pricing and the price determination date are proposed to be authorized to the Board of Directors, subject to applicable laws and regulations and not lower than the basis and percentage for the pricing resolved by the shareholders’ meeting, taking into account the identification of specific persons and prevailing market conditions. In addition to complying with the
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Directions for Public Companies Conducting Private Placements of Securities, the basis for pricing also considers that privately placed securities are subject to a three-year transfer restriction from the delivery date, during which transfer targets and quantities are restricted, and no application may be made to the Competent Authorities for retroactive handling of public issuance or listing procedures. Accordingly, the pricing is considered reasonable.
-
Method for selecting the specific persons:
-
(1) The targets of the private placement of common shares shall be limited to specific persons permitted under the Article 43-6 of the Securities and Exchange Act and relevant rulings of the Competent Authorities. No specific placees have been identified at this time.
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(2) Method and objectives of selecting the placee, the necessity for that selection, and the anticipated benefits:
-
A. Method and objectives of selecting the placee: The introduction of strategic investors through this private placement is expected to support the Company’s operations and business development, strengthen its financial structure, and promote stable growth. Accordingly, such private placement is considered necessary.
-
B. Necessity for the selection: To strengthen operating capital and pay off liabilities, and to respond to changes in the industry environment while enhancing the Company’s operational structure and competitiveness, the introduction of strategic investors through this private placement is expected to support the Company’s operations and business development, strengthen its financial structure, and promote stable growth. Accordingly, such private placement is considered necessary.
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C. Anticipated benefits: Capital injection from strategic investors is expected to reduce the pressure of operating funding costs, strengthen the Company’s financial structure and competitiveness, facilitate stable business growth, and be beneficial to shareholders’ equity.
-
Reasons for the necessity for conducting private placement:
-
(1) Reasons for not using a public offering:
-
Considering the timeliness and flexibility of private placements, as well as the need to introduce strategic investors to support the Company’s development, and given that privately placed securities are subject to a three-year transfer restriction, which helps establish long-term cooperation between the Company and strategic investors, authorizing the Board of Directors to proceed based on actual operational needs will enhance the Company’s financing flexibility and efficiency.
-
(2) Limit on the private placement:
-
This private placement of common shares shall not exceed 20,000,000 shares, and the number of common shares to be converted from privately placed domestic convertible corporate bonds shall be included within the aforementioned limit of 20,000,000 shares. Depending on market conditions and the Company’s funding needs, the issuance may be conducted either in a single issuance or in multiple tranches (up to three issuances) or in combination thereof, at appropriate timing.
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(3) Use of the funds raised by the private placement, and the anticipated benefits:
-
The funds to be raised through this private placement will be used to strengthen operating capital and pay off liabilities, and are expected to reduce operational risk, strengthen the financial structure, and enhance future operating performance, thereby having a positive impact on shareholders’ equity.
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According to the Directions for Public Companies Conducting Private Placements of Securities, if there has been, is, or will be any significant change in managerial control during the period from 1 year preceding the day on which the board of directors resolves on the private placement of securities to 1 year from the delivery date of those privately placed securities, the company shall engage a securities underwriter to provide an assessment opinion on the necessity and reasonableness for conducting the
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private placement. The aforementioned “significant change in managerial control” refers to a change to one-third or more of directors has occurred, provided that this does not apply if more than half of the issuer's directors are controlled by the original major shareholders before and after such change. The total number of shares to be issued under this private placement shall not exceed 20,000 thousand shares, and the number of common shares to be converted from privately placed domestic convertible corporate bonds shall be included within the aforementioned limit of 20,000,000 shares. Assuming full issuance (or conversion) of 20,000,000 shares, this private placement would represent approximately 16.37% of the total outstanding shares after issuance or conversion. In addition, the current Board of Directors will complete its term on May 25, 2026 and is scheduled to undergo full election. Therefore, whether the introduction of strategic investors through this private placement will result in a significant change in control remains undetermined.
Accordingly, Hua Nan Securities Co., Ltd. has been engaged to provide an assessment opinion on the necessity and reasonableness for conducting this private placement. Please refer to p.41 to 46 (Appendix 9) for details.
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The rights and obligations of the common shares issued through this private placement, including those converted from domestic convertible corporate bonds, shall be the same as those of the Company’s existing common shares. However, transfer restrictions shall be governed by Article 43-8 of the Securities and Exchange Act and relevant regulations. After three years following the delivery date, the Board of Directors is authorized to determine, based on prevailing conditions, whether to apply to the Taiwan Stock Exchange Corporation (TWSE) for a letter acknowledging that the securities meet the standards for public listing and subsequently file for retroactive handling of public issuance or listing procedures in accordance with applicable regulations.
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In addition to the percentage for the pricing, the principal terms of this proposed private placement of common shares and domestic secured or unsecured convertible corporate bonds, including but not limited to the actual issuance price, number of shares issued, terms and conditions of issuance, monetary amount of the private placement, record date of capital increase, items in the plan for use of the funds, the schedule for use of the funds, and anticipated benefits, as well as other matters not specified herein, are proposed to be authorized to the Board of Directors for determination and adjustment based on operational needs and market conditions. Should any amendment be required due to instructions from Competent Authorities, operational evaluation, or changes in objective circumstances, the Board of Directors is authorized to handle such matters in full.
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To facilitate this private placement of common shares and domestic secured or unsecured convertible corporate bonds, it is proposed that, upon approval by the shareholders’ meeting, the Chairman of the Board or his/her designee be authorized to handle all matters related to this private placement.
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Submitted for approval.
Resolution:
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VI. Election of Directors
Proposed by the Board
Proposal No.1: Re-election of all Directors
Explanation:
-
The term of office of the current Board of Directors will expire on June 7, 2026. In accordance with Article 195 of the Company Act, a full election of directors shall be conducted.
-
In accordance with the Company’s Articles of Incorporation, a total of 10 directors (including 3 independent directors) shall be elected. The nomination system is adopted, and shareholders shall elect directors from among the list of candidates. The term of office shall be three years, and the newly elected directors shall assume office immediately upon election, serving from May 25, 2026 to May 24, 2029. The list of director (including independent director) candidates has been reviewed and approved by the Board of Directors, and shareholders shall elect from among such candidates.
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The list of director (including independent director) candidates is as follows:
| 3.The list of | director (including i | ndependent director) cand | idates is as follows: | |
|---|---|---|---|---|
| Type of Nominee | Nominee Name | Education | Experience | Number of Shares Held (Unit: Share) |
| Director | Tsai, Chih-Hsiang | PhD in Dept. of Chemistry, Iowa State University, USA |
Chairman and Chief Strategy Officer (CSO) of Qualipoly Chemicals Corp. |
256,024 |
| Director | Wang, Hai-Cheng | Department of Mechanical, National Taipei Institute of Technology |
Director and General Manager of Qualipoly Chemicals Corp. |
1,347,820 |
| Director | Tsai,Kun-Ta | Master of Science in Engineering in Electrical and Computer Engineering, University of Michigan-Ann Arbor, USA |
Current positions: Broadcom Inc. Former positions: Allied Telesis, Inc., and Cisco Systems, Inc. |
3,130,633 |
| Director | Chiu, Nu-Chu | MBA of National Su Yat-Sen University Dept. of Accountancy, National Cheng Kung University |
Director of Qualipoly Chemical Corp. | 1,385,300 |
| Director | Kao, Hung-Jung | Tainan Senior Agricultural Vocational School |
Director of Qualipoly Chemical Corp. | 608,728 |
| Director | Hung Jen Investment Co., Ltd. | Not applicable | Director of Qualipoly Chemical Corp. | 972,718 |
| Director | Chao Chien Investment Co., Ltd. |
Not applicable | Director of Qualipoly Chemicals Corp. | 12,680,757 |
| Independent Director | Huang, Jmg-Sung | Master in Dept. of Finance, National SunYat-sen University |
Independent Director of Qualipoly Chemicals Corp. Director of Pintung Branch, National Taxation Bureau of the Southern Area, Ministry of Finance |
0 |
| Independent Director | Ho, Hung-an | PhD in Dept. of Chemistry, Iowa State University, USA |
Independent Director of Qualipoly Chemicals Corp. Deputy General Manager/Supervisor of Catal Material Co., Ltd. |
0 |
| Independent Director | Chen,Chi-Lin | PhD in Dept. of Chemistry, National Taiwan University |
Chairman of An Jie Biotech Co., Ltd. | 0 |
Note1: Number of shares held shown is as of March 27, 2026.
Note2:The independent director candidates, Mr. Huang Jin Song, Mr. He Hong En, and Mr. Chen Chi Lin, have not yet served as independent directors of the Company for three consecutive terms.
- Submitted for election.
Election Results:
9
VII. Other Matters
Proposal No.1:
Lifting of the non-competition restrictions on newly-elected directors Explanation:
-
According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval. The Company hereby proposes that the shareholders’ meeting approve the lifting of the non-competition restrictions on newly elected directors.
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The positions concurrently held by the newly-elected directors are as follows: Positions Concurrently Held by Director Candidates
| Job title | Nominee Name | Name of Other Companies | Current Title in Other Companies |
| Independent Director |
Ho, Hung-An | Catal Material Co., Ltd. | Deputy General Manager/Supervisor |
- Submitted for approval.
Resolutions:
VI. Questions and Motions
VII. Adjournment
10
Attachment 1
Qualipoly Chemical Corp.
2025 Business Report
Originally, it was widely expected that the global economy in 2025 would experience a new wave of policy-driven momentum following the inauguration of the Trump administration, providing stimulus to both the U.S. and global markets. There was also hope that the gradually decelerating economic growth in the post-pandemic era could be reversed, that geopolitical tensions would ease, and that the international order would gradually stabilize. However, actual developments have fallen short of expectations, with the global political and economic landscape remains highly uncertain.
In the first quarter of 2025, the Company’s operations continued to face pressure carried over from 2024. Intense price competition from Chinese manufacturers persisted, keeping product margins at low levels. Unexpected changes in U.S. tariff policy led American customers to urgently suspend shipments, weakening market confidence. At the same time, rapid appreciation of the New Taiwan Dollar further compressed export margins, resulting in simultaneous pressure on both pricing and volume.
While demand in traditional resin and UV materials markets remained weak, electrochemical materials became a key pillar supporting the Company’s annual performance. Gradual volume expansion in this segment provided a relatively stable and higher value-added revenue stream, enabling the Company to maintain operational stability despite market volatility. This development also confirms the effectiveness of the Company’s ongoing strategic transformation and upgrading initiatives.
Looking ahead, 2026 is expected to be a pivotal year for the Company’s structural optimization and capacity expansion. The new Annan Plant will gradually commence production, and poly(styrene-co-maleic anhydride) (PSMA) products will officially enter commercial operation, contributing new growth momentum. In particular, new electrochemical materials capacity will be released progressively following equipment completion, which is expected to significantly enhance the Company’s product mix and overall gross margin structure.
In response to the rapidly changing global political and economic environment, the Company will continue to adopt a prudent management approach. This includes strengthening foreign exchange and risk management mechanisms, as well as enhancing flexibility in order-taking and shipment arrangements. The Company will also continue to optimize the product portfolio toward higher value-added and differentiated offerings, to mitigate the impact of price-based competition. At the same time, greater focus will be placed on the development if the markets for electrochemical materials, specialty UV materials, and PSMA, laying a solid foundation for the next stage of growth.
The Company remains hopeful that trade uncertainties and geopolitical tensions will gradually stabilize, allowing the global economy to return to a more orderly and sustainable growth trajectory. Despite ongoing challenges, the Company will continue to pursue prudent operations, technological advancement, and capacity expansion as the core strategies to create sustainable long-term value and new growth opportunities.
A summary of our performance in 2025 is as follows:
- (1) Results of implementing the business plan
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In 2025, the consolidated net operating income is NT$3,727,774 thousand, representing a year-over-year decrease of 7.72%, and the operating net operating profit is NT$233,240 thousand, the net profit before tax is NT$272,320 thousand, the net profit after tax is NT$201,793 thousand, the profit per share after tax is NT$2.
(2) Overview of the budget execution process
The Company did not publicly disclose its financial forecast for 2025; therefore, the requirement to disclose budget execution process is not applicable.
(3) Financial revenue and expenditure and profitability analysis
| (Unit: NT$thousand) | (Unit: NT$thousand) | ||
|---|---|---|---|
| Items | 2025 | 2024 | Year-over-year comparison (%) |
| Operating income Operating costs Operating profit Operating expenses Net operating profit Non-operating income and expense Net profit before tax Net profit after tax |
3,727,774 3,100,699 627,075 393,835 233,240 39,080 272,320 201,793 |
4,039,743 3,362,493 677,250 417,186 260,064 29,857 289,921 224,543 |
(7.72) (7.79) (7.41) (5.60) (10.31) 30.89 (6.07) (10.13) |
| Interest Coverage Ratio(times) Return on Assets(%) Return on Equity(%) Proportion of Operating Profit in Paid-in Capital(%) Proportion of Net profit before tax in Paid-in Capital(%) Net profit rate(%) Profit per share(NT$) |
20.27 3.51 6.47 22.90 26.74 5.41 2 |
24.30 4.70 7.58 26.00 28.99 5.56 2.25 |
(16.58) (25.32) (14.64) (11.92) (7.76) (2.70) (11.11) |
(4) Research and Development
Our R&D strategy not only continuously expand our existing product but also seek out forward-looking product development in other areas of resin application. Additionally, we aim to strategically position ourselves in the long-term technological developments of the industry. Among these, the focus of R&D is on reducing carbon materials related to net-zero carbon emissions and specialty resins for electronic industry applications:
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In the existing product field, we focus on customer-oriented research and development of products that are highly functional, cost-effective, and easy to operate. This would be to enhance our customers' competitiveness and achieve mutual growth.
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In existing product areas, in line with the evolving updates to chemical regulations in various countries and advanced values such as net-zero carbon emissions, we are focusing on developing low-toxicity products, low-VOC emission products, and low-carbon emission products that meet customer and industry demands.
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For strategic products with high added value, we focused on improving the professionalism of our workforce, and expanding the existing customer base, so that we could further improve the product value and market applications of our products.
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Closely cooperate with our industrial partners, focusing on the development of electronic industry application products, and thereof accelerate our product transformation strategy.
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We will implement the manufacturing process improvement plan to improve production efficiency and reduce waste emissions to fulfill our corporate social responsibility.
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Due to the raising social concern regarding environmental issues such as net zero carbon emissions, etc., an internal work group had been set up, tasked with collecting information and issuing reports concerning the environmental impact of our operations.
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We will strengthen the talent, technology, resources, and management of quality assurance department and consolidate our handling of chemical regulations. This is to meet the increasing demand for high-value transformation and the increasingly stringent regulations of various countries.
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(5) Operations and Sales Policies
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We adhere to the fundamental principles of professionalism, integrity, relentless perfection, and innovation, establish our core value, and shape into enterprise culture. We also carry out the service attitude of quality first and customers foremost.
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We will focus on advancing the construction progress of facilities related to electrochemical products, aligning with customer requirements to secure a leading position in this sector while enhancing our production, sales, and quality management capabilities.
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We will seek opportunities for “cross-industry cooperation and win-win market” to expand our market area and actively drive transformational efforts.
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We will transfer the production of conventional resins to our factories in China during the transformation process and make the most of these factories to reap the benefits of the ASEAN Plus Three Cooperation.
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We will continuously acquire new knowledge and comprehensively enhance our capabilities by strengthening education and training programs, improving workforce quality, and fostering a work culture characterized by precision in work and polish in character.
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We will continuously review energy conservation and waste reduction measures to further advance the continuous improvement of our sustainability initiatives.
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7.Adhere to customer-oriented service, strengthen the connection and interaction with customers, maintain market sensitivity, innovate products that meet customer needs, and grow together with customers.
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Replicate successful overseas sales cases and explore new foreign sales areas.
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Face on the major trends of "environmental demands", "alternative energy", and "circular economy", we innovate "ESG products".
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Strengthen the application of UV resin and explore new markets distinct from coating.
Chairman: ChaoJian Investment Corporation Limited Representative: Tsai, Chih-Hsiang General Manager: Wang. Hai-Cheng Chief accountant: Ho, Yin-Tang
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Attachment 2
Qualipoly Chemical Corp.
Audit Committee’s Review Report
Among the 2025 Business Report, Individual Financial Statements, consolidated financial Statements, and proposal for profit distribution of the Company prepared and approved by the Board of Directors, the individual financial Statements and the consolidated financial Statements have been audited by certified public accountants from PwC Taiwan, and subsequently, a written audit report has been issued, after we have examined the aforesaid business report, individual financial Statements, consolidated financial Statements, and proposal for profit distribution, we have found no discrepancy, it is hereby issued this review report in accordance with the provisions of Securities and Exchange Act and the Company Act.
Qualipoly Chemical Corp.
Convener of the Audit Committee:
14
Attachment 3
Remuneration of Individual Directors for 2025
December 31, 2025; Unit: Shares, %
| Job Title | Name | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Sum of A+B+C+D and ratio to net income (%) |
Sum of A+B+C+D and ratio to net income (%) |
Remuneration received bydirectors for concurrent service as an employee | Remuneration received bydirectors for concurrent service as an employee | Remuneration received bydirectors for concurrent service as an employee | Remuneration received bydirectors for concurrent service as an employee | Remuneration received bydirectors for concurrent service as an employee | Remuneration received bydirectors for concurrent service as an employee | Remuneration received bydirectors for concurrent service as an employee | Remuneration received bydirectors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income (%) |
Sum of A+B+C+D+E+F+G and ratio to net income (%) |
Remunerati on received from investee enterprises other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base remuneration (A) |
Retirement pay and pension (B) |
Director profit sharing remuneration (C) |
Expenses and perquisites (D) |
Salary, rewards, and special disbursements (E) |
Retirement pay and pension (F) |
Employee profit sharing remuneration (G) | ||||||||||||||||
| The Compan y |
All consolida ted entities |
The Compan y |
All consolid ated entities |
The Compan y |
All consolid ated entities |
The Compan y |
All consolid ated entitier |
The Compan y |
All consolidat ed entitier |
The Compan y |
All consolid ated entitier |
The Compan y |
All consolidat ed entitier |
The Company | All consolidated entitier | The Company |
All consolida ted entitier |
|||||
Amount in cash |
Amount in stock |
Amount in cash | Amount in stock | |||||||||||||||||||
| Director | Tsai Yeou Liang (Note) |
2,096 | 2,096 | 0 | 0 | 0 | 0 | 30 | 30 | 2,126 1.05% |
2,126 1.05% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,126 1.05% |
2,126 1.05% |
None |
| Director | Wang Hai Cheng | 0 | 0 | 0 | 0 | 1,640 | 1,640 | 80 | 80 | 1,720 0.85% |
1,720 0.85% |
3,043 | 3,043 | 0 | 0 | 10 | 0 | 10 | 0 | 4,773 2.36% |
4,773 2.36% |
None |
| Director | Gas Hong Rong | 360 | 360 | 0 | 0 | 820 | 820 | 80 | 80 | 1,260 0.62% |
1,260 0.62% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,260 0.62% |
1,260 0.62% |
None |
| Director | Chiu Nu Chu | 0 | 0 | 0 | 0 | 820 | 820 | 40 | 40 | 860 0.43% |
860 0.43% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 860 0.43% |
860 0.43% |
None |
| Director | ChaoJian Investment Corporation Limited Rep.: Tsai Chih Hsiang (Note) |
0 |
0 | 0 | 0 | 2,459 | 2,459 | 80 | 80 | 2,539 1.26% |
2,539 1.26% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,539 1.26% |
2,539 1.26% |
None |
| Director | Hong Ren Investment Corporation Limited Rep.: Hsu Po Wei |
0 | 0 | 0 | 0 | 820 | 820 | 40 | 40 | 860 0.43% |
860 0.43% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 860 0.43% |
860 0.43% |
None |
| Independen t Director |
Chung Feng Yuan | 600 | 600 | 0 | 0 | 0 | 0 | 90 | 90 | 690 0.34% |
690 0.34% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 690 0.34% |
690 0.34% |
None |
| Independen t Director |
Huang Jin Song | 480 | 480 | 0 | 0 | 0 | 0 | 90 | 90 | 570 0.28% |
570 0.28% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 570 0.28% |
570 0.28% |
None |
| Independen t Director |
He Hong En | 480 | 480 | 0 | 0 | 0 | 0 | 90 | 90 | 570 0.28% |
570 0.28% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 570 0.28% |
570 0.28% |
None |
Note: The Company’s former Chairman, Mr. Tsai Yeou Liang, resigned from his positions as Chairman and Director on June 24, 2025. Following the resolution of the Board meeting held on June 25, 2025, the corporate shareholder, ChaoJian Investment Corporation Limited, was appointed to assume the position of Chairman, with Mr. Tsai Chih Hsiang appointed as its representative to act as Chairman.
15
Attachment 4
Qualipoly Chemical Corp. Implementation Status of the 3rd Domestic Unsecured Convertible Corporate Bonds for 2025
| Qualipoly Chemical Corp. Implementation Status of the 3rd Domestic Unsecured Convertible Corporate Bonds for 2025 |
Qualipoly Chemical Corp. Implementation Status of the 3rd Domestic Unsecured Convertible Corporate Bonds for 2025 |
Qualipoly Chemical Corp. Implementation Status of the 3rd Domestic Unsecured Convertible Corporate Bonds for 2025 |
|---|---|---|
| March 31,2026 | ||
| Type of Corporate Bond | The 3rddomestic unsecured convertible corporate bonds | |
| Issuance date | October 1,2025 | |
| Par Value | NTD 100,000 | |
| Place of Issue and Trading | Taipei Exchange(TPEx) | |
| IssuingPrice | 102% ofpar value | |
| Total Amount | NT$500,000,000 | |
| Interest Rate | 0 % | |
| Term | 3 years Maturity: October 1,2028 |
|
| Guarantor Institution | None | |
| Trustee | Taiwan Cooperative Bank Ltd. | |
| Underwriter | Fubon Securities Co.,Ltd. | |
| Certifying Lawyer | G&J International Law Office Attorney-at-Law, WuHsiao Wei |
|
| Certified Public Accountant | PwC Taiwan CertifiedPublicAccountants,HsuHui Yu, andYeh FangTing |
|
| Terms of Repayment | Except where bondholders convert the bonds into the Company’s common shares in accordance with Article 10 of these Terms, or where the Company redeems the bonds in advance in accordance with Article 18 of these Terms, or where the Company repurchases the bonds through the Taipei Exchange (TPEx) for revocation, the Company shall, within ten business days after the maturity date of the convertible bonds, repay the principal amount in a lump sum in cash. If the aforementioned date falls on a day when the Taiwan Stock Exchange (TWSE) Centralized Securities Exchange Market is closed, the payment will be postponed to thenext business day. |
|
| Unpaid Principal | NT$494,100,000 | |
| Terms of Redemption or EarlyRepayment | Please refer to the Terms of Issuance and Conversion. | |
| Restrictive Provisions | Please refer to the Terms of Issuance and Conversion. | |
| Name of the Credit Rating Institution, Date of the Rating, and CreditRatingResult onthe CorporateBonds |
None | |
| Other Rights of Bondholders | Monetary amount already converted, exchanged, or subscribed into common shares, overseas depository receipts, or any other securities up to the publication date of the annual report |
From the issuance date through March 31, 2026, bondholders applied for conversion in a total of 41,755 shares of the Company’s common shares. |
| Issuance and Conversion, Exchange, or Subscription Rules |
Please refer to the Bond Issuance Summaries available in the Bonds section of the Market Observation Post System (MOPS). |
|
| Issuance and Conversion, Exchange, or Subscription Rules, and the possible dilution conditions and influence on shareholders' equity caused by the terms of issuance |
As of March 31, 2026, the number of outstanding shares was 102,784,914. Assuming all bondholders of the convertible bonds exercise their conversion rights at the current conversion price of NT$141.3, a total of 3,496,815 shares would be required to be issued, representing 3.40% to the total issued shares. Accordingly, such conversion is not expected to have a material impact on shareholders’equity. |
|
| Name of the Custodian Institution for the Underlying Shares |
None |
16
Attachment 5
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Qualipoly Chemical Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Qualipoly Chemical Corp. and subsidiaries (the “Group”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
17
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:
Valuation of inventories
Description
Refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation and Note 6(5) for details of inventories and allowance for valuation loss. As of December 31, 2025, the carrying amount of inventories and allowance for inventory valuation losses were NT$1,682,681 thousand and NT$90,200 thousand, respectively.
The Group is primarily engaged in the manufacture and sales of UV curable materials, unsaturated polyester resins (UP resins) and synthetic resin with various usages, etc. The valuation of these inventories is subject to market demand in different channels, changes in technology and other factors. Thus, there is a risk of inventory valuation losses or obsolescence. The Group’s inventories are measured at the lower of cost and net realizable value. For inventories that are over a certain age and individually identified as obsolete, the net realizable value is evaluated based on the inventory clearance and historical data of discounts.
As the provision of allowance for inventory valuation losses involves management’s subjective judgements and a high degree of estimation uncertainty and considering that the carrying amounts of inventories and allowance for valuation losses are material to the consolidated financial statements, we considered the valuation of allowance for inventories a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Assessed the reasonableness of the policy and procedures to recognize allowance for inventory valuation losses.
-
Obtained an understanding of the warehouse management processes, reviewed the annual physical inventory count plan and participated in the annual inventory count in order to evaluate the effectiveness of the procedures used to identify and control obsolete inventories.
18
-
Verified the correctness of inventory aging report to ascertain whether the information reflected in the aging report is consistent with the Group’s policies.
-
Tested the report used in the inventory valuation and assessed the adequacy of allowance for inventory valuation losses.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial statements of Qualipoly Chemical Corp. as of and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
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
19
on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
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 appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
20
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year 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.
Hsu, Huei-Y u
Independent Accountants
Yeh, Fang-Ting
PricewaterhouseCoopers, Taiwan Republic of China March 9, 2026
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
21
QUALIPOLY CHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) 6(4) 6(4) 6(7) 5(2) and 6(5) 6(2) 6(6) 6(7) and 8 6(8) 6(9)(10) 6(28) 6(7) 6(7) |
December 31, 2025 | %4--111--242-422121-11311-58100 |
December 31, 2024 | |
|---|---|---|---|---|---|
AMOUNT$271,4383,37411,78990,782708,51410,928-1,592,481145,3838,7162,843,405154,87048,4651,448,10918,53676,28332,6022,114,21859,8753,1213,956,079$6,799,484 |
AMOUNT$237,4142,990-98,035840,47210,5643,8081,025,08481,6926,9362,306,995124,81041,0771,483,59919,81978,82731,9241,186,56058,8104,7423,030,168$5,337,163 |
% | |||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventory 1410 Prepayments 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non-current 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Guarantee deposits paid 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
4--216--192- |
||||
43 |
|||||
2128-21221- |
|||||
57 |
|||||
100 |
(Continued)
22
QUALIPOLY CHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2025 Notes AMOUNT 6(11) and 8 $441,7026(12) -6(2) 1406(21) 2,94795,341449,1426(13) 139,08927,647-6(15) and 8 313,0799,0121,478,0996(14) 469,5426(15) and 8 1,578,6086(28) 72,1566(16) 6822,120,9883,599,0876(17) 1,018,51210,4996(14)(17)(18)(19) 508,7156(20) 451,8635,7231,207,9176(6) (2,832)3,200,3979 11 $6,799,484 |
December 31, 2025 | December 31, 2024 % AMOUNT 7$197,853-3,421-359-5,8501103,6337208,1892165,163-36,597-7125259,174-8,08822989,0397-231,255,195154,676-79311,309,950532,298,989151,000,092-9,4837429,3167429,431-11,916181,163,659- (5,723)473,038,174100$5,337,163 |
December 31, 2024 | |
|---|---|---|---|---|---|
| % | |||||
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2640 Accrued pension liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity attributable to owners of parent Share capital 3110 Common stock 3140 Advance receipts for share capital 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3XXX Total equity Significant Contingent Liabilities and Unrecognized Contract Commitments Significant Subsequent Events 3X2X Total liabilities and equity |
4---243--5- |
||||
18 |
|||||
-241- |
|||||
25 |
|||||
43 |
|||||
19-88-22- |
|||||
57 |
|||||
100 |
The accompanying notes are an integral part of these consolidated financial statements.
23
QUALIPOLY CHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2025 2024 Notes AMOUNT % AMOUNT % 6(21) $3,727,774100$4,039,7431006(5)(8)(9)(16)(26)(2 7) and 7 (3,100,699 ) (83) (3,362,493) (83 )627,07517677,250176(8)(9)(16)(18)(26)( 27), 7 and 12 (228,393 ) (6) (233,797) (6 )(124,539 ) (4) (129,159) (3 )(49,685 ) (1) (55,103) (2 )8,782-873-(393,835 ) (11) (417,186) (11 )233,2406260,06466(3)(22) 1,411-1,518-6(23) 33,936128,87516(2)(24) 17,865-11,905-6(7)(8)(25) (14,132 )- (12,441)-39,080129,8571272,3207289,92176(28) (70,527 ) (2) (65,378) (1 )$201,7935$224,54366(16) ($241 )- ( $285)-6(6) 7,388- (15,763) (1 )6(28) 48-57-(5,622 )-27,44516(28) 1,125- (5,489)-$2,698-$5,965-$204,4915$230,5086$201,7935$224,5436$204,4915$230,50866(29) $2.00$2.25$1.99$2.23 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Excepted credit gains 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the period Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial loss on defined benefit plan 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax relating to the components of other comprehensive income 8300 Total other comprehensive income for the period 8500 Total comprehensive income for the period Profit, attributable to: 8610 Owners of the parent Comprehensive income attributable to: 8710 Owners of the parent Earnings per shares (in dollars) 9750 Basic 9850 Diluted |
The accompanying notes are an integral part of these consolidated financial statements.
24
QUALIPOLY CHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
For the year ended December 31, 2024Balance at January 1, 2024Profit for the yearOther comprehensive (loss) income for the yearTotal comprehensive income for the yearDistribution of 2023 earnings:Legal reserveSpecial reserveCash dividendsCompensation cost recognized in employee stock optionsProceeds from employee stock options exercisedBalance at December 31, 2024For the year ended December 31, 2025Balance at January 1, 2025Profit for the yearOther comprehensive (loss) income for the yearTotal comprehensive income for the yearDistribution of 2024 earnings:Legal reserveSpecial reserveCash dividendsProceeds from employee stock options exercisedEmployee stock options exercisedIssuance of covertible bondsBalance at December 31, 2025 |
Notes |
Equity attributable to owners of the parent |
Equity attributable to owners of the parent |
Equity attributable to owners of the parent |
Equity attributable to owners of the parent |
Equity attributable to owners of the parent |
Equity attributable to owners of the parent |
Total equity |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Capital |
Capitalsurplus |
Retained Earnings |
Other Equity Interest |
|||||||||||
Share capital-common stock |
Advancereceipts forshare capital |
Legal reserve |
Specialreserve |
Unappropriated retainedearnings |
Financialstatementstranslationdifferencesof foreignoperations |
Unrealisedgains(losses) fromfinancialassetsmeasured atfair valuethrough othercomprehensiveincome |
||||||||
6(6)6(20)6(20)6(18)(19)(27)6(17)6(6)6(20)6(20)6(17)6(17)(19)6(14)(19) |
$ 1,000,092--------$ 1,000,092$ 1,000,092-------18,420-$ 1,018,512 |
$--------9,483$9,483$9,483------58,301(57,285 )-$10,499 |
$ 420,051------9,265-$ 429,316$ 429,316-------38,86540,534$ 508,715 |
$ 412,729---16,702----$ 429,431$ 429,431---22,432-----$ 451,863 |
$8,476----3,440---$11,916$11,916----(6,193 )----$5,723 |
$ 1,059,495224,543(228 )224,315(16,702 )(3,440 )(100,009 )--$ 1,163,659$ 1,163,659201,793(193 )201,600(22,432 )6,193(141,103 )---$ 1,207,917 |
($11,916 )-21,95621,956-----$10,040$10,040-(4,497 )(4,497 )------$5,543 |
$--(15,763 )(15,763 )-----($15,763 )($15,763 )-7,3887,388------($8,375 ) |
$ 2,888,927224,5435,965230,508--(100,009 )9,2659,483$ 3,038,174$ 3,038,174201,7932,698204,491--(141,103 )58,301-40,534$ 3,200,397 |
The accompanying notes are an integral part of these consolidated financial statements.
25
QUALIPOLY CHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
CASH FLOWS FROM OPERATING ACTIVITIESProfit before taxAdjustmentsAdjustments to reconcile profit (loss)(Gain) loss on financial assets andliabilities at fair value through profitor lossExpected credit gainProvision for inventory market pricedeclineDepreciationLoss on disposal of property, plant andequipmentAmortizationPrepayments for equipment transferred toexpensesInterest incomeDividend incomeExchange lossFinance costsCompensation cost recognized in employeestock optionsChanges in operating assets and liabilitiesChanges in operating assetsFinancial assets at fair value throughprofit or loss - currentNotes receivableAccounts receivableOther receivablesInventoriesPrepaymentsOther current assetsChanges in operating liabilitiesContract liabilities - currentNotes payableAccounts payableOther payablesOther current liabilitiesNet defined benefit liabilities -non-currentCash inflow generated from operationsInterest receivedDividends receivedInterest paidIncome tax paidNet cash flows (used in) fromoperating activities |
For the years ended December 31,Notes20252024$272,320$289,9216(2)(24)(35,872 )20,05812(8,782 ) (873 )6(5)4,6397,7796(7)(8)(26)63,63267,7796(24)3022616(9)(26)9377055422136(22)(1,411 ) (1,518 )6(23)(6,501 ) (19,540 )6(31)12,2605786(25)14,13212,4416(18)(27)-9,2652,904-7,25323,692140,707(68,203 )12,5504,619(578,678 ) (200,280 )(63,691 )2,628(1,780 ) (1,009 )(2,903 )2,380(8,292 ) (34,683 )240,953(60,256 )(23,476 )34,691924(1,314 )362 (21 )43,03189,3131,4111,5186(30)6,50131,274(14,058 ) (11,665 )(57,694 ) (92,949 )(20,809 )17,491 |
|---|---|
(Continued)
26
QUALIPOLY CHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
CASH FLOWS FROM INVESTING ACTIVITIESIncrease in financial assets at amortizedcost - currentAcquisition of property, plant and equipmentProceeds from disposal of property, plant andequipmentCash paid for prepayments for equipmentInterest paid for prepayments for equipmentIncrease in guarantee deposits paidDecrease in other non-current assetsNet cash flows used in investingactivitiesCASH FLOWS FROM FINANCING ACTIVITIESIncrease in short-term borrowings(Decrease) increase in short-term notes andbills payablePayments for lease liabilitiesIssuance of convertible bondsIncrease in long-term borrowingsDecrease in long-term borrowingsProceeds from employee stock optionsexercisedPayments for cash dividendsNet cash flows from financingactivitiesEffect of foreign exchangeNet increase in cash and cash equivalentsCash and cash equivalents at beginning of yearCash and cash equivalents at end of year |
For the years ended December 31,Notes20252024($11,789 ) $-6(7)(1,549 ) (1,806 )7081026(30)(943,596 ) (516,693 )6(7)(25)(30)(25,409 ) (16,022 )(1,065 ) (221 )1,6211,557(981,079 ) (533,083 )6(31)231,58975,6546(31)(3,421 )2,9516(31)(712 ) (704 )6(31)504,830-6(31)1,673,103939,0776(31)(1,295,785 ) (398,643 )6(17)58,3019,4836(20)(141,103 ) (100,009 )1,026,802527,8099,11013,88934,02426,1066(1)237,414211,3086(1)$271,438$237,414 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
27
Attachment 6
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Qualipoly Chemical Corp.
Opinion
We have audited the accompanying parent company only balance sheets of Qualipoly Chemical Corp. (the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
28
Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
Valuation of inventories
Description
Refer to Note 4(10) for accounting policies on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation and Note 6(5) for details of inventories and allowance for valuation loss. As of December 31, 2025, the carrying amount of inventories and allowance for inventory valuation losses were NT$1,416,911 thousand and NT$62,129 thousand, respectively.
The Company is primarily engaged in the manufacture and sales of UV curable materials, unsaturated polyester resins (UP resins) and synthetic resin with various usages, etc. The valuation of these inventories is subject to market demand in different channels, changes in technology and other factors. Thus, there is a risk of inventory valuation losses or obsolescence. The Company’s inventories are measured at the lower of cost and net realizable value. For inventories that are over a certain age and individually identified as obsolete, the net realizable value is evaluated based on the inventory clearance and historical data of discounts.
As the provision of allowance for inventory valuation losses involves management’s subjective judgements and a high degree of estimation uncertainty and considering that the carrying amounts of inventories and allowance for valuation losses are material to the parent company only financial statements, we considered the valuation of allowance for inventories a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Assessed the reasonableness of the policy and procedures to recognize allowance for inventory valuation losses.
-
Obtained an understanding of the warehouse management processes, reviewed the annual physical inventory count plan and participated in the annual inventory count in order to evaluate the effectiveness of the procedures used to identify and control obsolete inventories.
-
Verified the correctness of inventory aging report to ascertain whether the information reflected in the aging report is consistent with the Company’s policies.
-
Tested the report used in the inventory valuation and assessed the adequacy of allowance for inventory valuation losses.
29
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
30
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current year 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
31
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Hsu, Huei-Yu
Independent Accountants
Yeh, Fang-Ting
PricewaterhouseCoopers, Taiwan
Republic of China March 9, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
32
QUALIPOLY CHEMICAL CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2)(14) 6(3) 6(4) 6(4) 6(4) and 7 6(8) 6(28) 5(2) and 6(5) 6(6) 6(7) 6(8) and 8 6(9) 6(10) 6(28) 6(8) 6(8) |
December 31, 2025 | %3--191--202-3611021---311-64100 |
December 31, 2024 | |
|---|---|---|---|---|---|
AMOUNT$191,1883,37411,78943,847557,04883,46310,737-1,354,782131,2076,8072,394,24248,465679,1731,409,547-2,83532,9742,114,12858,4299244,346,475$6,740,717 |
AMOUNT$175,5882,990-67,260712,80035,37010,3733,808833,17473,9156,1161,921,39441,077603,6181,443,3796962,21231,9071,186,31657,7121,1563,368,073$5,289,467 |
% | |||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1220 Current income tax assets 130X Inventory 1410 Prepayments 1479 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for business facilities 1920 Guarantee deposits paid 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
3--1141--161- |
||||
36 |
|||||
11127--1231- |
|||||
64 |
|||||
100 |
(Continued)
33
QUALIPOLY CHEMICAL CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2025 Notes AMOUNT 6(11) and 8 $441,7026(12) -6(2) 1406(21) 45495,3417 439,3396(13) 129,2136(28) 14,9206(9) -6(15) and 8 313,0793,7051,437,8936(14) 469,5426(15) and 8 1,578,6086(28) 53,5956(16) 6822,102,4273,540,3206(17) 1,018,51210,4996(14)(17)(18)(19) 508,7156(20) 451,8635,7231,207,9176(6) (2,832)3,200,3979 11 $6,740,717 |
December 31, 2025 | December 31, 2024 % AMOUNT 7$197,853-3,421-359-3,9981103,6337202,8232154,517-27,237-7125259,174-3,30322957,0307-231,255,195138,989-79311,294,263532,251,293151,000,092-9,4837429,3167429,431-11,916181,163,659- (5,723)473,038,174100$5,289,467 |
December 31, 2024 | |
|---|---|---|---|---|---|
| % | |||||
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2640 Accrued pension liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity Share capital 3110 Common stock 3140 Advance receipts for share capital 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3XXX Total equity Singificant contingent Liabilities and Unrecognized Contract Commitments Significant subsequent Events 3X2X Total liabilities and equity |
4---243--5- |
||||
18 |
|||||
-241- |
|||||
25 |
|||||
43 |
|||||
19-88-22- |
|||||
57 |
|||||
100 |
The accompanying notes are an integral part of these parent company only financial statements.
34
QUALIPOLY CHEMICAL CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Year ended December 31 2025 2024 Notes AMOUNT % AMOUNT % 6(21) and 7 $3,314,255100$3,648,3231006(5)(9)(10)(16)(26)(27 ) and 7 (2,826,835 ) (85) (3,082,750) (84 )487,42015565,573166(7) 7,447-(360)-6(7) 360-3,540-495,22715568,753166(9)(10)(16)(18)(26)(2 7), 7 and 12 (180,310 ) (5) (193,284) (5 )(95,886 ) (3) (102,420) (3 )(49,685 ) (1) (55,103) (2 )8,270-1,030-(317,611 ) (9) (349,777) (10 )177,6166218,97666(3)(22) 1,209-1,194-6(23) 27,19219,306-6(2)(24) (16,809 ) (1)28,17016(8)(9)(25) (14,132 )-(12,426)-6(7) 79,909231,531177,369257,7752254,9858276,75186(28) (53,192 ) (2) (52,208) (2 )$201,7936$224,54366(16) ($241 )-( $285)-6(6) 7,388-(15,763) (1 )6(28) 48-57-6(7) (5,622 )-27,44516(28) 1,125-(5,489)-$2,698-$5,965-$204,4916$230,50866(29) $2.00$2.25$1.99$2.23 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Operating margin 5910 Unrealized loss (profit) from sales 5920 Realized profit on from sales 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General & administrative expenses 6300 Research and development expenses 6450 Excepted credit gains 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for under equity method, net 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial loss on defined benefit plan 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax relating to the components of other comprehensive income 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Basic earnings per share (in dollars) 9750 Basic 9850 Diluted |
The accompanying notes are an integral part of these parent company only financial statements.
35
QUALIPOLY CHEMICAL CORP. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
Fot the year ended December 31,2024Balance at January 1, 2024Profit fot the yearOther comprehensive (loss) income for theyearTotal comprehensive income for the yearDistribution of 2023 earnings:Legeal reserveSpecial reserveCash dividendsCompensation cost recognized in employeestock optionsProceeds from employee stock optionsexercisedBalance at December 31,2024Fot the year ended December 31,2025Balance at January 1, 2025Profit fot the yearOther comprehensive (loss) income for theyearTotal comprehensive income for the yearDistribution of 2024 earnings:Legeal reserveSpecial reserveCash dividendsProceeds from employee stock optionsexercisedEmployee stock options exercisedIssuance of convertible bondsBalance at December 31,2025 |
Notes |
Capital |
Capital |
Capital |
Capitalsurplus |
Retained Earnings |
Retained Earnings |
Retained Earnings |
Retained Earnings |
Other Equity Interest |
Other Equity Interest |
Total |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Share capital-common stock |
Advancereceiptsfor sharecapital |
Legal reserve |
Specialreserve |
Unappropriatedretainedearnings |
Financial statementstranslationdifferences offoreign operations |
Unrealisedgains(losses) fromfinancialassetsmeasured atfair valuethrough othercomprehensiveincome |
|||||||||
6(6)6(20)6(20)6(18)(19)(27)6(17)6(6)6(20)6(20)6(17)6(17)(19)6(14)(19) |
$ 1,000,092--------$ 1,000,092$ 1,000,092-------18,420-$ 1,018,512 |
$--------9,483$ 9,483$ 9,483------58,301( 57,285 )-$ 10,499 |
$ 420,051------9,265-$ 429,316$ 429,316-------38,86540,534$ 508,715 |
$412,729---16,702----$429,431$429,431---22,432-----$451,863 |
$8,476----3,440---$11,916$11,916----(6,193 )----$5,723 |
$ 1,059,495224,543(228 )224,315(16,702 )(3,440 )(100,009 )--$ 1,163,659$ 1,163,659201,793(193 )201,600(22,432 )6,193(141,103 )---$ 1,207,917 |
($11,916 )-21,95621,956-----$10,040$10,040-(4,497 )(4,497 )------$5,543 |
$--(15,763 )(15,763 )-----($15,763 )($15,763 )-7,3887,388------($8,375 ) |
$ 2,888,927224,5435,965230,508--(100,009 )9,2659,483$ 3,038,174$ 3,038,174201,7932,698204,491--(141,103 )58,301-40,534$ 3,200,397 |
The accompanying notes are an integral part of these parent company only financial statements.
36
QUALIPOLY CHEMICAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)
CASH FLOWS FROM OPERATING ACTIVITIESProfit before taxAdjustmentsAdjustments to reconcile profit (loss)(Gain) loss on financial assets andliabilities at fair value through profit orlossExpected credit gainProvision for inventory market price declineShare of profit of subsidiaries, associatesand joint ventures accounted for under equitymethodDepreciationLoss on disposal of property, plant andequipmentAmortizationPrepayments for equipment transferred toexpenseUnrealized (loss) profit from salesRealized profit from salesInterest incomeDividend incomeExchange lossFinance costsCompensation cost recognized in employee stockoptionsChanges in operating assets and liabilitiesChanges in operating assetsFinancial assets at fair value through profitor loss - currentNotes receivableAccounts receivableAccounts receivable - related partiesOther receivablesInventoriesPrepaymentsOther current assetsChanges in operating liabilitiesContract liabilities - currentNotes payableAccounts payableOther payablesOther current liabilitiesNet defined benefit asset and liability -non-currentCash inflow generated from operationsInterest receivedDividends receivedInterest paidIncome tax paidNet cash flows (used in) from operatingactivities |
For the years ended December 31,Notes20252024$254,985$276,7516(2)(24)(933 )4,37912(8,270 ) (1,030 )6(5)6,5909,3406(7)(79,909 ) (31,531 )6(8)(9)(26)60,09661,6086(24)1112656(10)(26)9377055422136(7)(7,447 )3606(7)(360 ) (3,540 )6(22)(1,209 ) (1,194 )6(23)-(70 )6(31)12,2605786(25)14,13212,4266(18)(27)-9,2652,904-23,413(1,335 )164,022(54,439 )(48,093 ) (1,165 )12,5504,624(528,198 ) (163,774 )(57,292 )1,945(691 ) (807 )(3,544 )528(8,292 ) (34,683 )236,516(40,065 )(25,379 )34,741402(22 )362 (21 )20,20584,0521,2091,1946,53929,127(11,385 ) (11,650 )(46,989 ) (86,100 )(30,421 )16,623 |
|---|---|
(Continued)
37
QUALIPOLY CHEMICAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)
CASH FLOWS FROM INVESTING ACTIVITIESIncrease in financial assets at amortized cost -currentProceeds from disposal of property, plant andequipmentCash paid for prepayments for equipmentInterest paid for prepayments for equipmentIncrease in guarantee deposits paidDecrease in other non-current assetsNet cash flows used in investing activitiesCASH FLOWS FROM FINANCING ACTIVITIESIncrease in short-term borrowings(Decrease) increase in short-term notes and billsPayments for lease liabilitiesIssuance of convertible bondsIncrease in long-term borrowingsDecrease in long-term borrowingsProceeds from employee stock options exercisedPayments for cash dividendsNet cash flows from financing activitiesNet increase in cash and cash equivalentsCash and cash equivalents at beginning of yearCash and cash equivalents at end of year |
For the years ended December 31,Notes20252024($11,789 ) $-652696(30)(943,750 ) (516,449 )6(8)(25)(30)(25,409 ) (16,022 )(717 ) (180 )232245(980,781 ) (532,337 )6(31)231,58975,6546(31)(3,421 )2,9516(31)(712 ) (704 )6(31)504,830-6(31)1,673,103939,0776(31)(1,295,785 ) (398,643 )6(17)58,3019,4836(20)(141,103 ) (100,009 )1,026,802527,80915,60012,0956(1)175,588163,4936(1)$191,188$175,588 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
38
Attachment 7
Qualipoly Chemical Corp.
2025 PROFIT DISTRIBUTION TABLE
| 1. Distributable net profit Beginning retained earnings, Jan 1, 2025 Comprehensive income (re-measurements of defined benefit plans, 2025) Adjusted beginning retained earnings 2025 Net profit Legal reserve Special reserve Distributable net profit 2. Distributable items Dividend to shareholders Cash dividend (NT$1.2 per share) 3. Undistributed retained earnings, Dec 31, 2025 |
(Unit:NT$) |
|---|---|
| 1,006,317,403 | |
| (192,836) 1,006,124,567 201,791,956 (20,159,912) 2,899,936 1,190,656,547 |
|
| (122,865,791) 1.067,790,756 |
Notes:
1.This calculation is based on 102,388,159 shares outstanding as of February 28, 2026.
- The dividend above is to be allocate from profit earning for the year ended December 31, 2025. 3. The cash dividend is calculated up to NT$1 (digits after the decimal point to be ignored) according to the distribution proportion, and for the total number of fractional amounts less than NT$1, numbers after the decimal point will be adjusted in descending order, and the account number will be adjusted from former to later, until meeting the total distribution amount of cash dividend.
Chairman: Tsai,Chih-Hsiang General Manager: Wang, Hai-Cheng Chief accountant: Ho, Yin-Tang
39
Attachment 8
Comparison Table for the Amendments to the Articles of Incorporation
| After the Amendments | Before the Amendments | Reasons for the Amendments |
|---|---|---|
| Article 4 The total capital of the Company shall be in the amount of NT$2.0billion, divided into200 million shares with per vale of NT$10 NTD. The Board of Directors is authorized to issue them in batches. |
Article 4 The total capital of the Company shall be in the amount of NT$ 1.5 billion, divided into 150 million shares with per vale of NT$10 NTD. The Board of Directors is authorized to issue them in batches. |
To conform to the Company’s operational needs |
| Article 20 These Articles are established on August 25, 1978. ...(Omitted)... The 40th amendment was on May 29, 2024. The 41th amendment was on May 23, 2025. The 42nd amendment was on May 25, 2026. |
Article 20 These Articles are established on August 25, 1978. ...(Omitted)... The 40th amendment was on May 29, 2024. The 41th amendment was on May 23, 2025. |
The date of the current amendment was added. |
40
Attachment 9
Qualipoly Chemical Corp.
Assessment Opinion on the Necessity and Reasonableness for Conducting the Private Placement of Common Shares and Domestic Convertible Corporate Bonds
Qualipoly Chemical Corporation (hereinafter referred to as “Qualipoly” or “the Company”) resolved at its Board of Directors meeting convened on March 9, 2026, to conduct a private placement of common shares or domestic convertible corporate bonds within an aggregate limit of not more than 20,000 thousand shares (hereinafter referred to as “the Private Placement”). This includes both secured and unsecured instruments, with the number of common shares to be issued upon conversion falling within the aforementioned limit of 20,000 thousand shares. The Company intends to seek approval at the shareholders’ meeting to be convened on May 25, 2026, and to implement the plan within one year from the date of such approval, either in a single issuance or in multiple tranches (up to three issuances) or in combination thereof.
According to the Directions for Public Companies Conducting Private Placements of Securities, if there has been, is, or will be any significant change in managerial control during the period from one year preceding the day on which the board of directors resolves on the private placement of securities to one year from the delivery date of those privately placed securities, the company shall engage a securities underwriter to provide an assessment opinion on the necessity and reasonableness for conducting the private placement, and shall state the opinion in the notice to convene the shareholders' meeting to serve as a reference for the shareholders to decide whether to agree. According to the proposal submitted to the Board of Directors, the total number of shares to be issued under the Private Placement shall not exceed 20,000 thousand shares. Assuming full issuance or conversion, as of the date of this opinion report, the total number of shares to be issued would represent 16.37% of the Company’s post-capital-increase issued share capital. In addition, the current Board of Directors is scheduled to undergo full election at the shareholders’ meeting on May 25, 2026. Accordingly, whether the implementation of the Private Placement will result in a significant change in control remains undetermined.
The assessment opinion of the securities underwriter is set forth as follows:
This opinion report is provided solely for reference by the shareholders of the Company in considering the approval of the Private Placement at the shareholders’ meeting to be convened on May 25, 2026, and shall not be used for any other purpose. This opinion report has been prepared at the request of the Company in accordance with the instructions of the Securities and Futures Investors Protection Center (SFIPC) and is based on the private placement proposal approved at the Board of Directors meeting convened on March 9, 2026, as well as information publicly disclosed on the Market Observation Post System (MOPS). The securities underwriter assumes no responsibility for the accuracy or completeness of the information provided by the Company. In the event of any change in such information, any amendment to the Private Placement, or any other circumstances that may affect this opinion report, the securities underwriter shall assume no liability whatsoever.
I.Company Overview
Qualipoly Chemical Corporation was established on November 25, 1978, and was listed on the stock exchange on August 15, 2012. The Company specializes in resin based materials as its core products and is engaged in the research and development, manufacturing, and sale of UV curable materials, coating resins, unsaturated polyester resins (UPRs), and electrochemical materials. Driven by the rapid growth in demand for 5G, AI servers, and high-performance computing (HPC) equipment, the demand for specialty chemical resins and electrochemical materials used in high-end copper clad laminates (CCL), which are key upstream materials, has increased significantly. This trend has become a major driver of the Company’s future operational growth. The Company’s current paid-in capital is NT$1,021,932 thousand. A summary of the consolidated statements of comprehensive income for the most recent three fiscal years is presented below:
41
Summary of Consolidated Statements of Comprehensive Income for the Most Recent Three Fiscal Years
Unit: NTD$ thousands
| Unit: NTD$thousands | |||
|---|---|---|---|
| Items | 2023 | 2024 | 2025 |
| Operating income | 3,454,793 | 4,039,743 | 3,727,774 |
| Operating profit | 527,713 | 677,250 | 627,075 |
| Net operating profit | 165,901 | 260,064 | 233,240 |
| Non-operating income | 46,94946, 949 |
29,857 | 39,080 |
| Net profit before tax | 212,850 | 289,921 | 272,320 |
| Net profit for the period | 167,026 | 224,543 | 201,793 |
Source: The Company’s consolidated financial statements for each fiscal year, as audited and attested by independent certified public accountants (CPAs).
II.Description of the Private Placement
In order to create new sources of profitability and enhance its competitive advantages, and after taking into consideration factors such as the timeliness and convenience of fundraising, issuance costs, feasibility, stability of the shareholder structure, and uncertainties in the capital market, Qualipoly intends to conduct a private placement of common shares or domestic convertible corporate bonds by way of cash capital increase in accordance with Article 43-6 of the Securities and Exchange Act. The total number of shares to be issued shall not exceed 20,000 thousand shares. Subject to approval at the shareholders’ meeting, the issuance may be carried out within one year from the date of such approval, either in a single issuance or in multiple tranches (up to three issuances), or in combination thereof. The basis for determining pricing of the Private Placement is set out as follows:
- (1) Private placement of common shares
The issuance price of the privately placed common shares may not be lower than 80 percent of the reference price. The reference price of the privately placed common shares shall be the higher of the following two calculations:
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The simple average closing price of the Company’s common shares for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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The simple average closing price of the Company’s common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
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(2) Private placement of domestic convertible corporate bonds
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Par value: NT$100,000 or multiples thereof
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Issuance period: Not to exceed three years from the issuance date
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Coupon interest rate: 0%
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The issuance price of the privately placed domestic convertible corporate bonds may not be lower than 80 percent of the theoretical price. The conversion price of the privately placed domestic convertible corporate bonds shall be the higher of the following two calculations and shall not be lower than the reference price:
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-
(1) The simple average closing price of the Company’s common shares for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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(2) The simple average closing price of the Company’s common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
The actual private placement pricing and the price determination date are proposed to be authorized to the Board of Directors, subject to applicable laws and regulations and not lower than the basis and percentage for the pricing resolved by the shareholders’ meeting, taking into account the identification of specific persons and prevailing market conditions.
III.Assessment of the Necessity and Reasonableness of the Private Placement
Qualipoly intends to conduct a private placement of common shares or domestic convertible corporate bonds by way of cash capital increase. The use of the funds to be raised for each trance and the anticipated benefits are to strengthen operating capital and pay off liabilities. The total number of shares to be issued shall not exceed 20,000 thousand shares. The Company intends to seek approval at the shareholders’ meeting to be convened on May 25, 2026, and to authorize the Board of Directors to proceed thereafter. The necessity and reasonableness of the Private Placement are set forth as follows:
- (1) Assessment of the necessity of the Private Placement
Qualipoly specializes in resin based materials as its core products and is engaged in the research and development, manufacturing, and sale of UV curable materials, coating resins, unsaturated polyester resins (UPRs), and electrochemical materials.
The Company’s future growth strategy is focused on the development and market expansion of high value-added products. Among them, UV curable materials are expected to maintain stable demand driven by global environmental trends, due to their energy-saving and carbon reduction characteristics. In addition, poly(styrene-co-maleic anhydride) (PSMA) resins and hydrocarbon (HC)-based electrochemical materials are expected to serve as key enablers for the Company’s expansion into high-end application markets. Driven by the rapid growth in demand for 5G, AI servers, and high-performance computing (HPC) equipment, the demand for specialty chemical resins and electrochemical materials used in high-end copper clad laminates (CCL), which are key upstream materials, has increased significantly. This trend has become a major driver of the Company’s future operational growth.
According to a market research report by QY Research Private Limited, the global high-frequency and high-speed CCL market size is projected to reach USD1.917 billion in 2026 and is expected to further grow to USD3.127 billion by 2032, representing a compound annual growth rate (CAGR) of approximately 8.5% during the period from 2026 to 2032. Overall, the resin industry is undergoing a transformation from conventional materials toward high-end electronic materials. Its development focus lies not only in demand growth, but also in technological advancement and application upgrades. As electronic product specifications continue to improve, specialty chemical resins and electrochemical materials are expected to advance toward higher performance, customization, and system integration, thereby playing an increasingly important role in
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the advanced materials market.
In order to meet the Company’s long-term development needs, the Company intends to introduce strategic investors through the Private Placement. It is expected that the experience and technological competence of such strategic investors will help enhance the Company’s competitive advantages. In addition, the funds to be raised from the Private Placement will be allocated to strengthen operating capital and pay off liabilities, which is expected to improve the Company’s financial structure and increase financial flexibility, thereby facilitating stable business growth and generating positive benefits for shareholders’ equity. Taking into consideration factors such as the timeliness and convenience of fundraising, issuance costs, feasibility, stability of the shareholder structure, and uncertainties in the capital market, the Company notes that if funds are to be raised through a public offering of securities, it may be difficult to secure the required capital within a short period of time. Moreover, as privately placed securities are subject to a three-year transfer restriction, this is conducive to establishing a long-term cooperative relationship with strategic investors. Accordingly, the Company’s proposed private placement of common shares or domestic convertible corporate bonds by way of cash capital increase is considered necessary.
- (2) Assessment of the reasonableness of the Private Placement
The Company approved the proposed Private Placement at the Board of Directors meeting convened on March 9, 2026, and intends to submit the proposal for approval at the shareholders’ meeting to be convened on May 25, 2026. Based on a review of the Board meeting materials relating to the proposed Private Placement, the content of the proposal, issuance procedures, pricing methodology, and method of selecting the placee are in compliance with the Securities and Exchange Act and relevant regulations, and no material irregularities have been identified. As the Company reported net profit after tax for the most recent fiscal year and has no accumulated losses, and in accordance with applicable regulations, the proposed Private Placement is intended to introduce strategic investors. It is expected that the experience and resources of such investors will assist the Company in improving operational efficiency and expanding its operations, thereby supporting its future development.
In addition, the Company currently relies primarily on financing from financial institutions. In order to reduce such reliance, the Company intends to raise long-term and stable funding through the Private Placement to strengthen its financial structure, reduce interest expenses, enhance its operational competitiveness, and increase financial flexibility. Accordingly, the Company’s proposed Private Placement is considered reasonable.
IV.Assessment of Placees and Potential Significant Changes in Managerial Control
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(1) Selection of the Placees and Assessment of Its Feasibility and Necessity
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Selection of the placees
Based on the proposal materials presented at the Board of Directors meeting convened on March 9, 2026, the placees for this Private Placement shall be limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act and relevant rulings issued by the competent authority. Strategic investors will be the primary targets, and such investors are expected to provide direct or indirect benefits to the Company’s future operations. The Company has not yet identified any specific placees. The selection of actual placees is proposed to be authorized to the Board of Directors by the shareholders’
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meeting to be convened on May 25, 2026.
- Assessment of the feasibility and necessity of the placees
In consideration of sustainable development, market expansion, and enhancement of competitive advantages to create long-term shareholder value, the Company intends to leverage the experience and market knowledge of such placees to strengthen its operational capabilities and overall competitiveness. Compared with public offerings, privately placed securities are subject to a three-year transfer restriction, which helps ensure long-term cooperation between the Company and strategic investors, thereby contributing to stable operations and generating positive benefits for the Company’s operations, financial position, and shareholders’ equity. Accordingly, the feasibility and necessity of introducing strategic investors through this Private Placement are considered reasonable.
- (2) Review of Significant Changes in Managerial Control Within One Year Prior to the Board Resolution
Based on a review of material information disclosed on the Market Observation Post System (MOPS), the Company announced on June 24, 2025 that its then director and Chairman, Mr. Tsai Yeou Liang, resigned from his positions due to personal health reasons. As such change represented only one out of nine directors during the same term, it does not constitute a significant change in managerial control as defined under Article 4, paragraph 3 of the Directions for Public Companies Conducting Private Placements of Securities
- (3) Assessment of Whether the Private Placement Will Result in a Significant Change in Managerial Control
The total number of shares to be issued under the Private Placement shall not exceed 20,000 thousand shares. Assuming full issuance or conversion, as of the date of this opinion report, the total number of shares to be issued would represent 16.37% of the Company’s post-capital-increase issued share capital. In addition, the current Board of Directors is scheduled to undergo full election on May 25, 2026. Accordingly, whether the implementation of the Private Placement will result in a significant change in control remains undetermined.
- (4) Impact of the Private Placement on the Company’s Operations, Financial Position, and Shareholders’ Equity
1. Impact on operations
To address the growth in industry demand, the Company intends to raise funds through private placement and introduce strategic investors capable of providing direct or indirect benefits to its future operations. This approach will help establish long-term partnerships and is expected to enhance vertical and horizontal integration, improve production technologies, upgrade product quality, expand market presence, and facilitate joint research and development. Accordingly, the Private Placement is expected to have a positive impact on the Company’s business development.
- Impact on financial position
The total number of shares to be issued under this private placement of common shares or domestic convertible corporate bonds shall not exceed 20,000 thousand shares, and the private placement price shall not be lower than 80% of the reference price or theoretical price. The funds raised will increase the Company’s equity ratio and strengthen its financial structure, thereby reducing financial and operational risks. Accordingly, the Private Placement is expected to have a positive impact on the Company’s financial position.
3. Impact on shareholders’ equity
The funds to be raised from the Private Placement will be allocated to strengthen
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operating capital and pay off liabilities, thereby improving the Company’s financial structure, reducing interest expenses, and enhancing operational performance. Accordingly, the Private Placement is expected to have a positive impact on shareholders’ equity.
V.Conclusion
In summary, Qualipoly Chemical Corporation’s proposed Private Placement of Common Shares or Domestic Convertible Corporate Bonds is intended to introduce strategic investors to meet its long-term operational development needs. In addition to strengthening the Company’s financial structure, a key objective is to establish long-term and stable cooperation with strategic investors, thereby enhancing competitiveness and improving operational performance. The Private Placement is expected to generate positive benefits for the Company’s operations, financial position, and overall shareholders’ equity. Based on the assessment conducted by the securities underwriter in accordance with the Directions for Public Companies Conducting Private Placements of Securities, the proposed Private Placement is considered to be necessary and reasonable.
VI.Statement
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(1) This opinion report is provided solely for reference by the shareholders of the Company in considering the approval of the Private Placement at the shareholders’ meeting to be convened on May 25, 2026, and shall not be used for any other purpose.
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(2) This opinion report is prepared based on the private placement proposal approved at the Company’s Board of Directors meeting convened on March 9, 2026, as well as information publicly disclosed on the Market Observation Post System (MOPS). In the event of any amendment to the Private Placement or any other circumstances that may affect this opinion report, the securities underwriter shall assume no liability whatsoever.
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(3) The securities underwriter is not a related party of the Company or its placees. This is hereby declared.
Hua Nan Securities Co., Ltd. Representative: Huang Chin Ming
(This signature page is for the exclusive use of the Assessment Opinion on the Necessity and Reasonableness for Conducting the Private Placement of Common Shares or Domestic Convertible Corporate Bonds by Qualipoly Chemicals Corporation.)
April, 9,2026
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Appendix 1
Qualipoly Chemical Corp.
Rules of Procedure for Shareholders' Meetings
Article 1
The Rules of Procedures for the Company’s shareholders' meetings, except as otherwise provided by law, shall be as provided in these Rules.
Article 2
Shareholders, solicitors and proxies (collectively “shareholders”) shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. The number of shares in the attendance shall be calculated according to the shares indicated by the attendance cards, sign-in cards or other certificates of attendance handed in, plus the number of shares whose voting right are exercised by correspondence or electronically. Attendance and resolutions at shareholders' meeting shall be calculated based on number of shares.
Article 3
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 9:00 a.m. and no later than 3:00 p.m. The time during which shareholders attendance registration will be accepted, shall be at least 30 minutes prior to the time the meeting commences.
The Company shall specify in its shareholders' meeting notices the time during which attendance registration for shareholders will be accepted, the place to register for attendance, and other matters for attention.
Article 4
The shareholders' meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave of for any reason unable to exercise the powers of the Chairman, the Chairman shall appoint one of the Directors to act as chair. Where the Chairman does not make such a designation, the Directors shall select from among themselves one person to act as chair.
Article 5
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in non-voting capacity. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
Article 6
The Company, beginning for the time it accepts shareholders’ attendance registrations, shall make an uninterrupted audio and video recording of the shareholders' meeting, and retained for at least one year. If, however, a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 7
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the numbers of non-voting shares and numbers of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total numbers 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, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted in accordance with Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting in accordance with Article 174 of the Company Act.
Article 8
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 of each separate proposal in the agenda (including extempore 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. In the event of convening a regular shareholders' meeting, a handbook shall be prepared, and all shareholders shall be notified 30 days prior to the scheduled meeting date. The shareholders holding not more than 1,000 shares may be notified by means of making public announcement 30 days prior to the scheduled meeting date on the Financial Supervisory Commission designated Market Observation Post System (MOPS).
In the event of convening a provisional shareholders' meeting, all shareholders shall be notified 15 days prior to the scheduled meeting date. The shareholders holding not more than 1,000 shares may be notified by means of making public announcement 15 days prior to the scheduled meeting date on the Financial Supervisory Commission designated Market Observation Post System (MOPS).
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 deserter of the Company, or any matter under Article 185, paragraph 1 of the Company Act shall be set out and essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extempore motion.
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Where re-election of all Directors as well as their inauguration date is stated in the notice of reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore 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 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. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, the Board of Directors shall include it in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.
Prior the book closure date before a 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 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.
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.
After the meeting is adjourned, shareholders may not separately elect a chair and resume the meeting at the original or another venue.
Article 9
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
Article 10
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.
Article 11
When a legal person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
When a legal person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
Article 12
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 13
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, and call for a vote.
Article 14
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, the names of those elected as Directors and number of votes they received, and the names of those not elected and number of votes they received, shall be announced on-site at the meeting, and a record shall be made of the vote.
Article 15
When a meeting is in progress, the chair may announce a break based on time considerations.
Article 16
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.
The passage of a proposal, except as otherwise provided in the Company Act or the Company's Articles of Incorporation, 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.
Article 17
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When the Company holds a shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. 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 extempore motions and amendments to original proposals of that meeting.
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 prior to the scheduled 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 days prior to the scheduled 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. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 18
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."
Article 19
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 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 nominee in the event of an election of Directors. The minutes shall be retained for the duration of the existence of the Company. For the resolution method referred to in the preceding paragraph, the chair shall consult with shareholders for opinions, if shareholders have no objection to the proposal, “Passed upon the agreement by all shareholders present per the consultation of the chair” shall be recorded; if, however, shareholders have any disagreement with the proposal, the voting method, the number of passes voting right and the proportion thereof shall be specified.
Article 20
These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be affected in the same manner.
Article 21
These Rules are established on May 20, 1997. The 1st amendment was on May 20, 1998. The 2nd amendment was on June 9, 2006. The 3rd amendment was on December 30, 2011. The 4th amendment was on June 15, 2017. The 5th amendment was on June 10, 2020. The 6th amendment was on July 8, 2021. The 7th amendment was on May 30, 2022.
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Appendix 2
Qualipoly Chemical Corp.
Articles of Incorporation ( Before amendment)
Chapter 1 General Principles
Article 1
The Company shall be incorporated under the Company Act, and its name shall be QUALIPOLY CHEMICAL CORP.
Article 2
Business items of the Company shall be shown as follows. C801100 Synthetic Resin and Plastic Manufacturing C801990 Other Chemical Material Manufacturing C802120 Industrial Catalyst Manufacturing C802200 Coating, Paint, Dye and Pigment Manufacturing C802990 Other Chemical Products Manufacturing C805070 Reinforced Plastic Products Manufacturing C805990 Other Plastic Products Manufacturing F107010 Wholesale of Paints, Coating and Varnishes F107170 Wholesale of Industrial Catalyst F107200 Wholesale of Chemical Feedstock F207010 Retail Sale of Paints, Varnishes and Lacquers F207170 Retail Sale of Industrial Catalyst F207200 Retail Sale of Chemical Feedstock F401010 International Trade
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
Article 2-1
The Company may make endorsement and guarantee externally depends on the demand of business. The procedure shall be handled in accordance with the Company’s regulation of endorsement and guarantee.
Article 2-2
The Company may make reinvestment on other business depends on the demand of business through the resolution of the Board of Directors. The total investment amount for aforesaid reinvestment may be over 40% of the total paid-in capital, and thereof may not be restricted by Article 13 of the Company Act.
Article 3
The Company shall be situated in Kaohsiung City, and may set up a subsidiary company at home and aboard depends on the demand of business through the resolution of the Board of Directors.
Chapter 2 Shares
Article 4
The total capital of the Company shall be in the amount of NT$1.5 billion, divided into 150 million shares with par value of NT$10. The Board of Directors is authorized to issue them in batches.
NT$100 million is reserved from the total capital in preceding paragraph for the issuance of employee stock warrants, divided in to 10 million shares with par value of NT$10, and it may be issued in batches through the resolution of the Board of Directors.
Article 5
The Company may issue shares and the issuance shall be handled in accordance with Article 162 of the Company Act. The Company may issue shares without printing out the share but it shall contact and register at the Institute of Chartered Secretaries & Administrators.
Article 5-1
Where the Company intends to withdraw the public offering of stocks after the public offering, it shall be handled through a resolution at a shareholders’ meeting. The aforesaid provision shall not be altered for the duration of stock emerging, exchange-listed or OTC-listed.
Article 6
Registration for transfer of shares shall be suspended for a period of 60 days prior to the convening date of a regular shareholders' meeting, 30 days prior to the convening date of a provisional shareholders' meeting, or within 5 days prior to the base date of determining distribution of dividends, bonus or other benefits.
Article 7
All stockholder affairs shall be handled in accordance with ordinance or regulation of securities proclaimed by competent authority.
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Article 7-1
Where the Company intends to transfer the share bought back to the employees, and it is intended to be transferred at the price lower than the average price in actual shares buyback, it shall be handled with the consent of more than two-third of attending shareholders, in the shareholders’ meeting attended by shareholders who represent more than one-half of the total number of issued shares.
Chapter 3 Shareholders’ Meeting Article 8
Shareholders’ meetings of the Company are of two kinds: (1) regular meeting and (2) provisional meeting. Regular meetings shall be convened once a year by the Board of Directors in accordance with the law within six months after close of each fiscal year. Provisional meetings shall be convened whenever necessary in accordance with the laws and regulations.
The Company may convene shareholders’ meeting virtually or by any others means approved by competent authority. However, due to natural disaster, accidents or other majeure events, the competent authority may announce that the Company may convene shareholders’ meeting virtually or by any means approved for a certain period of time, without being need to be stipulated in the Company’s Articles of Incorporation.
Article 9
On the occasion of being unable to attend shareholders’ meeting, a shareholder may appoint a proxy to attend a shareholders’ meeting in his/her behalf by providing the proxy form issued by the Company stating therein the scope of the proxy’s authorization. The aforesaid scope of authorization shall be in accordance with the Company Act and the Regulations Governing the Use of Proxies for Attendance at Shareholders’ meetings of Public Companies proclaimed by competent authority.
Article 10
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.
Article 11
The resolution at a shareholders’ meeting, except as otherwise provided in the law or in the Company's Articles of Incorporation, adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of issued shares. However, the resolutions concerning purchase or merger of other company at home and abroad, the dissolution, liquidation or split-up of the Company, and dismissal of Directors or supervisors shall only be adopted with the consent of more than two-third of attending shareholders, in the meeting attended by shareholders who represent more than one-half of the total number of issued shares.
Chapter 4 Directors and Audit Committee
Article 12
The Company shall have 9 to 12 Directors (including Independent Directors), elected and appointed by the shareholders during the shareholders’ meeting, with the term of 3 years. All Directors shall be eligible for re-election.
The election of Directors of the Company shall be conducted through a nomination system.
The number of Independent Directors shall not be less than 3, and shall not be less than one-fifth of the total Directors' seats.
The nomination, notice and other matters relating to the nominees for Directors shall be in accordance with the Company Act, the Securities and Exchange Act, and related laws and regulations. Independent Directors and non-independent Directors shall be elected together, provided, however, that the number of Independent Directors and non-independent Directors elected shall be calculated separately.
The total shares of nominal stocks held by Directors shall not be less than the specified percentage regulated by the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies proclaimed by competent authority.
Article 12-1
The Company has established the Audit Committee consisting of all Independent Directors upon the 17th Directors Election in 2020, and the related organizational regulations shall be stipulated through the resolution of the Board of Directors.
The provisions of the Company Act, the Securities and Exchange Act, and other related law and regulations on supervisors shall apply mutatis mutandis to the Audit Committee.
Article 13
Directors shall establish the Board of Directors, and one Chairman shall be mutually elected with consent of more than one-half of attending Directors, in the meeting attended by more than two-third of the Directors, and the Chairman may execute all the business of the Company in accordance with the laws, and the resolutions of the Board of Directors and shareholders’ meeting.
Article 14
The Company may purchase liability insurance for Directors within their term for the compensation liability that shall be borne within their scopes of duties.
Article 15
When the Chairman of the Board is on leave of for any reason unable to exercise the powers of the Chairman, its proxy shall be appointed in accordance with Article 208 of the Company Act.
Article 15-1
When the Director is on leave or for any reason unable to attend the Board, a director may be appointed to act in his/her behalf in accordance with Article 205 of the Company Act. However, Independent Directors may only be proxied by other Independent Directors for matters that shall be resolved by the Board of Directors in accordance with Article 14-3 of the Securities and Exchange Act.
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Article 15-2
The Board of Directors is authorized to determine the Directors’ remuneration based on their degree of participation in and value of contribution to the Company’s operation and by referring to compensation standard of the industry. Article 15-3
In the event of convening a directors' meeting, all Directors shall be notified 7 days prior to the scheduled meeting date. However, directors’ meeting may be convened at any time in the event of emergency. The Directors may be notified by written, E-mail, and facsimile means.
Chapter 5 Managerial Officials
Article 16
The Company may have one or more managerial officers. Appointment, dismissal and the remuneration of the managerial officers shall be in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 17
After the close of each fiscal year, Board of Directors shall prepare business report, financial statements, and proposals concerning distribution of net profits or making up losses, and shall submit to the shareholders’ meeting for acceptance.
Article 18
The Company shall make appropriate provisions based on income before tax of 1-1.5% for remuneration to employees, with no less than 30% of this amount allocated for the remuneration of non-executive employees, and distributed in stock or cash, through a resolution of the Board of Directors.
The Company may make appropriate provisions but not more than 3% based on Income Before Tax for renumeration to Director, through a resolution of the Board of Directors.
However, the Company shall preserve amount to cover the deficit and then make appropriate provisions to remunerations to employees and Directors by proportion referred to in the preceding paragraph in case that there is accumulated deficits in the Company.
The Company shall pay taxes and cover accumulated deficits and then make appropriate provisions of about 10% for legal reserve. In the case of making profit earnings at the close of business year after settlement, while the legal reserve reaches the paid-in capital of the Company, it may not make a provision anymore. The Company may make appropriate provision or reverse to special reserve for the surplus. In the event of an undistributed earnings of current year, it shall combine with accumulated undistributed earnings to apply for formulating earning distribution proposal to the Board of Directors and propose it in the shareholders’ meeting for distribution of dividends to shareholders.
The Company’s dividend policy is formulated as follows, after giving considerations to factor such as industrial environment faced by the Company cooperating with the financial planning, and before the Company’s sustainable operation and stable development, and shareholders’ right and interest are maximized:
The Company is currently at the stable growth stage. The total amount of the Company’s profit distribution shall NOT be less than 50% of the total annual earnings, provided that the profit distribution is beneficial for the Company’s growth. Dividend payment of the Company are of two kinds: (1) cash dividend and (2) stock dividend. The total cash dividend shall not be less than 20% of the total dividend payment. If, however, the cash dividend per share is less than NT$0.5 (inclusive), it may be paid in the form of stock dividend.
The Board of Directors shall determine the actual distribution ratio and distribution method based on the Company’s current financial and capital budgeting situation.
Article 18-1
The Board of Directors is authorized to pay the entire or partial dividend and bonus, capital reserve or legal reserve to be distributed in the form of cash by a resolution, with the consent of more than one-half of the Directors present, in the meeting attended by more than two-third of the Directors, and shall report the same to the shareholders’ meeting.
Chapter 7 Supplementary Articles Article 19
For the events not stipulated in The Articles, it comply with the regulations of The Company Act.
Article 20
These Articles are established on August 25, 1978. The 1st amendment was on September 18, 1978. The 2nd amendment was on October 3, 1978. The 3rd amendment was on October 30, 1978. The 4th amendment was on November 20, 1978. The 5th amendment was on January 15, 1980. The 6th amendment was on February 2, 1982. The 7th amendment was on May 25, 1983. The 8th amendment was on September 15, 1983. The 9th amendment was on July 1, 1985. The 10th amendment was on September 10, 1988. The 11th amendment was on November 22, 1988. The 12th amendment was on March 31, 1990. The 13th amendment was on May 1, 1990. The 14th amendment was on July 16, 1990. The 15th amendment was on June 14, 1991. The 16th amendment was on June 3, 1994. The 17th amendment was on May 31, 1996.
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The 18th amendment was on May 20, 1997. The 19th amendment was on May 20, 1998. The 20th amendment was on April 22, 1999. The 21st amendment was on December 20, 1999. The 22nd amendment was on April 26, 2001. The 23rd amendment was on May 31, 2002. The 24th amendment was on May 28, 2003. The 25th amendment was on May 18, 2004. The 26th amendment was on May 31, 2005. The 27th amendment was on June 9, 2006. The 28th amendment was on June 13, 2007. The 29th amendment was on June 13, 2008. The 30th amendment was on June 10, 2009. The 31st amendment was on June 14, 2010. The 32nd amendment was on June 17, 2011. The 33rd amendment was on December 30, 2011. The 34th amendment was on May 28, 2013. The 35th amendment was on May 31, 2016. The 36th amendment was on June 15, 2017. The 37th amendment was on June 10, 2020. The 38th amendment was on July 8, 2021. The 39th amendment was on May 30, 2022. The 40th amendment was on May 29, 2024. The 41th amendment was on May 23, 2025.
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Appendix 3
Qualipoly Chemical Corp.
Rules for Director’s Election
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Article 1 The rules for director‘s election, except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, shall be as provided in these Rules.
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Article 2 The qualifications and election of independent directors of the Company shall be in accordance with the provisions of the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and related laws and regulations proclaimed by competent authority.
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Article 3 The election of directors of the Company shall be conducted through a nomination system in accordance with the Articles of Incorporation.
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When there are less than five directors remained, due to the dismissal of director(s) for any reason, by-election shall be conducted at the most recent shareholders’ meeting. When the director’s number of vacancies reaches to one-third of the total number stipulated in the Articles of Incorporation, provisional shareholders’ meeting shall be convened within sixty days for by-election.
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When there are less independent directors remained than that shall be in accordance with Article14-2, paragraph 1 of the Securities and Exchange Act, by-election shall be conducted at the most recent shareholders’ meeting. When all independent directors are removed, provisional shareholders’ meeting shall be convened within sixty days for by-election.
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Article 4 The election of directors of the Company adopts the single ballot cumulative voting system. Each share shall have voted rights equivalent to the number of seats to be elected, and such voting rights may be combined to vote for one nominee or divided to vote for several nominees. Independent directors and non-independent directors shall be elected together; provided, however, that the number of independent directors and non-independent directors elected shall be calculated separately.
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Article 5 In case of director’s election, shareholder may adopt on-site voting or exercise voting rights by electronic means. When voting rights are exercised by electronic means, it shall be exercised on the electronic voting system designated by the Company.
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The Company shall prepare the number of ballots equivalent to the number of directors shall be elected with the number of voting rights. The ballots shall be given to the shareholders present at the shareholders’ meeting. The name of the voter may be represented by the attendance card number.
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Article 6 The voting rights of independent directors and non-non-independent directors shall be calculated separately, in accordance with the number of directors stipulated in the Articles of Incorporation of the Company. Nominee who received more votes shall win the seats. If, however, two or more nominees received the same number of votes and the number of nominees exceed the number of seats available, nominees who received same number of votes shall draw lots to decide who should win the seats available, and the chair shall draw lots on behalf of the nominee who is not present.
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Article 7 Vote monitoring and counting personnel for the voting of director’s election shall be appointed by the chair at the beginning of the election, provided that all monitoring personnel shall be shareholders of this Company. The ballot box shall be opened for verification in public by monitoring personnel before voting.
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- Article 8 If the nominee is a shareholder of the Company, voters shall fill in the “nominee” column the nominee’s name and shareholder’s number. If the nominee is not a shareholder of the Company, voters shall fill in the “nominee” column the nominee’s name and the nominee’s identification number. If the nominee is a government agency or a legal person shareholder, voters shall fill in the “nominee” column the name of such government agency or legal person, and the name of representative of such government agency or legal person; when there are several representatives, the names of representatives shall be filled in respectively, but only one name of representatives shall be filled in for each ballot.
Article 9 Ballots shall be deemed void under the following conditions:
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(1) Ballots not prepared by the Company;
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(2) Blank ballots not completed by the voter;
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(3) Ballots with other written characters or symbols in addition to nominee’s name, shareholder’s number (identification number) and the weighted tallies;
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(4) Illegible, unidentifiable or has been altered handwriting;
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(5) If the nominee is a shareholder of the Company, the name or shareholder’s number of the nominee filled in the ballot inconsistent with the shareholder register. If the nominee is not a shareholder of the Company, the name or identification number of the nominee filled in the ballot is incorrect;
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(6) The name of the nominee filled in the ballots being the same as another nominee’s name and the respective shareholder’s numbers (identification numbers) not being indicated to distinguish them.
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Article 10 Vote counting for elections shall be conducted on-site at once after the chair announce the voting session ends, and the voting result, including the names of those elected as directors and the number of votes with which they were elected, shall be announced on-site immediately by the chair or a designated person.
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Article 11 The ballots for the election shall be sealed with the signatures of the monitoring personnel and kept in proper custody by the Company for at least one year. If, however, a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 12 These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be affected in the same manner.
These Rules are established on November 30, 1999. The 1st amendment was on May 28, 2003.
The 2nd amendment was on May 28, 2015. The 3rd amendment was on June 15, 2017. The 4th amendment was on June 10, 2020.
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Appendix4
Qualipoly Chemical Corp.
Shareholdings of All Directors
- (1) As of the book closure date before the shareholders’ meeting (March 27, 2026), the shares holding of individual and consolidated directors recorded in the shareholders’ register are as follow (in accomplishment with the percentage regulated in Article 26 of the Securities and Exchange Law):
| Title | Name | Recorded shareholding in the shareholders’ register as of book closure date |
|
| Recorded shares held | Shareholding Ratio (%) | ||
| Chairman | Chao Chien Investment Co., Ltd. Representative:Tsai, Chih-Hsiang |
12,680,757 | 12.34% |
| Director | Wang, Hai-Cheng | 1,347,820 | 1.31% |
| Director | Chiu,Nu-Ch | 1,385,300 | 1.35% |
| Director | Kao, Hung-Jung | 608,728 | 0.59% |
| Director | Hung Jen Investment Co., Ltd. Representative:Hsu, Po-Wei |
972,718 | 0.95% |
| Total shareholding of | non-independent Directors | 16,995,323 | 16.54% |
| Independent Director |
Chung, Feng-Yuan | 0 | 0.00% |
| Independent Director |
Huang, Jmg-Sung | 0 | 0.00% |
| Independent Director |
Ho, Hung-an | 0 | 0.00% |
| Total shareholding of Directors | 16,995,323 | 16.54% |
Notes:
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Total shares issued as of March 31, 2026: 102,784,914 Common Shares.
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According to Article 26 of the Securities and Exchange Act,
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Statutory minimum shareholding requirement for aggregate shareholdings of directors: 8,000,000 shares • Statutory minimum shareholding requirement for aggregate shareholdings of supervisors: Not applicable
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According to Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, if a public company has elected two or more Independent Directors, the share ownership figures calculated at the rates set forth in the preceding paragraph of the Act for all Directors and Supervisors other than the Independent Directors shall be decreased by 20 percent.
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Appendix 5
Other Matters
Explanations regarding to the acceptance of shareholder-submitted proposals:
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(1) In accordance with Article 172-1 of the Company Act, a shareholder holding more than 1% of the total issued shares may submit one written proposal to the shareholders’ meeting. Each proposal is limited to one item and a maximum of 300 characters. Any proposal exceeding one item or 300 characters shall not be included in the agenda. The proposing shareholder shall attend the shareholders’ meeting in person or by proxy and participate in the discussion of the relevant proposal.
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(2) The acceptance period for shareholder proposals for this meeting was from March 20, 2025 to 5pm on March 30, 2025, and such information was duly announced on the Market Observation Post System (MOPS) in accordance with applicable regulations.
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(3) No shareholder proposals were received during the acceptance period referred to in the preceding paragraph.
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