AI assistant
REXON — AGM Information 2026
Apr 14, 2026
51841_rns_2026-04-14_055844c9-bcab-476a-a56e-ccbcac183a64.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 1515
Rexon Industrial Corp., Ltd.
Agenda Handbook for the 2026 Annual Meeting of Shareholders
Integrity·Stability·Growth
Creative · Effective
REXON®
REXON INDUSTRIAL CORP.,LTD
Date: May 20, 2026 (Wed), at 9 am
Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company)
Type of Meeting: Physical shareholders’ meeting
Table of Contents
ONE. MEETING AGENDA... 1
I. CALL TO ORDER... 2
II. CHAIRPERSON REMARKS... 2
III. MANAGEMENT PRESENTATION... 2
IV. MATTERS TO BE RATIFIED... 3
V. MATTERS FOR ELECTION... 3
VI. MATTERS FOR DISCUSSION... 4
VII. EXTRAORDINARY MOTIONS... 4
VIII. ADJOURNMENT... 4
TWO. ATTACHMENT... 5
I. 2025 BUSINESS AND FINANCIAL REPORTS OF THE COMPANY... 5
II. AUDIT REPORT OF THE AUDIT COMMITTEE... 25
III. THE COMPANY'S DIRECTORS' REMUNERATION AND RELATED POLICIES... 26
IV. COMPARISON TABLE FOR THE AMENDMENTS OF THE "ETHICAL CORPORATE MANAGEMENT BEST PRACTICE PRINCIPLES"... 28
V. EARNINGS DISTRIBUTION TABLE... 34
VI. INFORMATION ON DIRECTOR CANDIDATES... 35
VII. COMPARISON TABLE FOR THE AMENDMENTS OF THE "ARTICLES OF INCORPORATION"... 36
THREE. APPENDIX... 37
I. ARTICLES OF INCORPORATION (BEFORE AMENDMENT)... 37
II. RULES OF PROCEDURE FOR SHAREHOLDERS' MEETING... 43
III. DIRECTOR ELECTION PROCEDURE... 45
IV. SHAREHOLDING OF DIRECTORS... 48
One. Meeting Agenda
Rexon Industrial Corp., Ltd.
Agenda for the 2026 Annual Meeting of Shareholders
Time: May 20, 2026 (Wed), at 9am
Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company)
I. Call to Order
II. Chairperson Remarks
III. Management Presentation
(I). 2025 Business report.
(II). Audit Committee’s review report on the 2025 financial statements.
(III). Report on distribution of the remuneration to employees and directors in 2025.
(IV). Distribution of cash dividends from profits in 2025.
(V). Report on the Revision of the Company's "Ethical Corporate Management Best Practice Principles".
IV. Matters to be Ratified
(I). Ratification of 2025 financial statements.
(II). Ratification of earnings distribution for 2025.
V. Matters for Election
(I). The proposal for the re-election of directors.
VI. Matters for Discussion
(I). Discussion on lifting the non-competition restrictions on the newly appointed directors of the Company.
(II). Amendment of the “Articles of Incorporation” of the Company
VII. Extraordinary Motions
VIII. Adjournment
I. Call to Order
II. Chairperson Remarks
III. Management Presentation
Proposal 1: 2025 Business report.
Description: For the 2025 business report of the Company, please refer to the Attachment 1 of the Handbook on pages 5-24.
Proposal 2: Audit Committee’s review report on the 2025 financial statements.
Description: For the Audit Committee’s review report for 2025, please refer to Attachment 2 of the Handbook on page 25.
Proposal 3: Report on distribution of the remuneration to employees and directors in 2025.
Description:
1. For the distribution of the remuneration to employees and directors in 2025, the Board of Directors adopted a resolution to distribute 2025 employee compensation of NT$36,825,411 and Directors' remuneration of NT$6,400,000 in cash.
2. For the Company's directors' remuneration receipt, the policy, standards and composition of remuneration for directors and independent directors, the procedures for setting remuneration and its relevance to operating performance and future risks, please refer to Attachment 3 of the Handbook on page 26-27.
Proposal 4: Distribution of cash dividends from profits in 2025.
Description:
1. According to Article 25 of the Company’s Articles of Incorporation, if all or part of the dividends are distributed in the form of cash, the board of directors is authorized to do so with the attendance of more than two-thirds of the directors and the approval of more than half of the directors present, and report to the shareholders' meeting.
2. The total dividends distributed to shareholders in 2025 were NT$108,884,100, all of which were cash dividends, with an expected distribution of NT$0.6 per share.
3. Board of Directors authorized the chairman to set up the base date of dividend distribution and the date of distribution.
Proposal 5: Report on the Revision of the Company's "Ethical Corporate Management Best Practice Principles".
2
Description: In response to revisions in relevant laws and regulations and actual operational needs, the “Ethical Corporate Management Best Practice Principles” were amended. For details, please refer to Attachment 4 of the Handbook, pages 28–33.
IV. Matters to be Ratified
Proposal 1:
[Proposed by the Board of Directors]
Proposal: The 2025 financial statements of the Company submitted for ratification.
Description:
1. The 2025 final accounting reports have been adopted by the Board of Directors and audited by the Audit Committee. They are herewith submitted for ratification.
2. For the final accounting reports, please refer to Attachment 1 of the Handbook on pages 5-24.
Resolution:
Proposal 2:
[Proposed by the Board of Directors]
Proposal: The Company’s 2025 earnings distribution for ratification.
Description:
1. 2025 earnings distribution was planned from 2025 net profit after tax, deducting the appropriation of legal reserve as required by regulations, and distributing dividends to shareholders.
2. For the 2025 earnings distribution Table of the Company, please refer to Attachment 5 of the Handbook on page 34.
Resolution:
V. Matters for Election
Proposal 1:
[Proposed by the Board of Directors]
Proposal: The proposal for the re-election of directors.
Description:
1. The term of office of the Company’s 18th Board of Directors will expire on May 29, 2026. Accordingly, the directors of the 19th Board will be fully re-elected at this year’s Annual Shareholders’ Meeting.
2. In accordance with the Company’s Articles of Incorporation, five to nine directors shall be elected. At this Annual Shareholders’ Meeting, nine directors (including three independent directors) will be elected. The term of office will be three years, from May 20, 2026 to May 19, 2029.
3. In accordance with Article 16 of the Company’s Articles of Incorporation, the election of directors shall adopt the candidate nomination system pursuant to the Company Act. For information regarding the candidates, please refer to Attachment 6 of the Handbook on page 35.
Resolution:
VI. Matters for Discussion
Proposal 1: [Proposed by the Board of Directors]
Proposal: Discussion on lifting the non-competition restrictions on the newly appointed directors of the Company.
Description:
-
Pursuant to Article 209 of the Company Act, if a director conducts any act for himself/herself or on behalf of others that falls within the scope of the Company’s business, the director shall explain the material details of such act to the shareholders’ meeting and obtain its approval.
-
Provided that it does not prejudice the interests of the Company, it is proposed, pursuant to Article 209 of the Company Act, to release the newly elected directors from the non-competition restriction. Approval is hereby sought from the Annual Shareholders’ Meeting to release such restriction from the date of their assumption of office.
| Title | Name | Concurrent Positions and Titles in Other Companies |
|---|---|---|
| Director | Wang Kuan-Hsiang | Power Tool Specialists Inc., Director |
| Gold Tech Group Ltd., Director | ||
| Tongxiang Rexon Industrial Co., Ltd., Director | ||
| Director | Kun Forever Co., Ltd | |
| Representative: Wang Kuan-Chuan | Power Tool Specialists Inc., Director | |
| Director | Huang Chin-Hsiang | Tongxiang Rexon Industrial Co., Ltd,Chairman |
| Gold Tech Group Ltd., Director | ||
| Fine Clear Co., Ltd., Director | ||
| Director | Chen Chun-Wei | Rexon Technology Corp., Ltd.,Chairman |
| Gold Tech Group Ltd., Director | ||
| Director | Kuo Pu-Chao | Rexon Technology Corp., Ltd., Director |
Resolution:
Proposal 2: [Proposed by the Board of Directors]
Proposal: Discussion on the amendment of the “Articles of Incorporation” of the Company.
Description:
-
In response to relevant legal amendments and actual operational needs, the Company plans to amend some provisions of the “Articles of Incorporation”.
-
For the comparison table for the amendments, please refer to Attachment 7 of the Handbook on page 36.
Resolution:
VII. Extraordinary Motions
VIII. Adjournment
One. Letter to Shareholders
Two. Attachment
Attachment 1
I. 2025 Business and Financial Reports of the Company
(I). Business Report
In 2025, the global economy faced headwinds from geopolitical tensions, international trade frictions, and shifts in monetary policy, leading to a slowdown in overall growth. Market demand remained weak, inventory destocking progressed slowly, and the operating environment continued to present significant challenges.
The Company remained committed to a steady and disciplined management approach, focusing on its core strategies while maintaining strict cost controls. By leveraging its operational flexibility and solid business foundation, the Company sustained stable operations in an uncertain environment and continued to demonstrate its core competitive strengths.
- Business results in 2025
(1). Implementation status of the business plan
The consolidated operating revenue in 2025 was NT$5,419,291 thousand with a decrease of NT$679,995 thousand (11.15%) in comparison with the amount of NT$6,099,286 thousand in 2024. The consolidated net profit after tax in 2025 was NT$173,956 thousand with earnings per share of about NT$0.97.
(2). Implementation status of budgets
Since we did not make 2025 publication of financial forecasts, no budget implementation status needs to be disclosed.
(3). Analysis of financial expenditure and profitability
| Item | 2024 | 2025 | |
|---|---|---|---|
| Financial structure (%) | Debt to assets ratio % | 46.18 | 51.79 |
| Solvency (%) | Current ratio % | 109.15 | 110.68 |
| Quick ratio % | 93.29 | 95.48 | |
| Profitability (%) | Return on assets (%) | 4.06 | 2.48 |
| Return on equity (%) | 8.18 | 4.37 | |
| Earnings per share (NTD) (current period) | 1.76 | 0.97 |
(4). R&D status
In the field of power tools, the Company continues to invest in technological innovation and leverage its patent portfolio, aiming to deliver products that exceed customer expectations. At the same time, through strategic alliances in branding and retail channels, combined with flexible utilization of multiple production locations, the Company achieves the benefits of a diversified product portfolio.
In the field of fitness equipment, the Company has accelerated the pace of new product development and expanded its product range to respond to fast-changing and diversified customer needs, fostering growth together with its customers. Meanwhile, the Company continues to pursue high-quality standards to ensure
One. Letter to Shareholders
product performance and customer satisfaction.
In new business ventures, the Company, leveraging its core technologies, actively responds to industry development trends and seizes market opportunities. It is gradually expanding into new business product areas to strengthen long-term growth momentum.
2. Summary of the 2026 business plan
(1). Operating guidelines and important policies
(A). With sustainable business development as the core objective, the Company seeks to balance the interests of shareholders, customers, employees, and other stakeholders, creating the greatest overall value.
(B). Leveraging its leading electromechanical integration technologies, the Company continues to provide high-quality products and professional services to brand customers, thereby strengthening long-term cooperative relationships.
(C). Guided by a spirit of thorough investigation and continuous improvement, the Company promotes lean manufacturing and lean management to enhance operational efficiency and competitiveness, with the ultimate goal of sustainable business development and maximizing overall benefits for all corporate stakeholders.
(2). Business expectations and critical production/marketing policies
Looking ahead to 2026, the global economy and supply-demand markets remain highly uncertain. The Company's management team will continue to uphold the corporate culture of 'Integrity, Stability, and Growth.' By comprehensively promoting lean management and deepening technological innovation, the Company aims to cultivate differentiated competitive advantages, respond to and meet customer needs, and establish win-win partnerships with clients, thereby pursuing high-quality corporate growth and sustainable business development.
(3). Our development strategies will be affected by the external competitive environment, regulatory environment and overall business environment. regulatory environment and overall business environment.
The Company adheres to the legacy of the 'More Than Better' centering on its vision of leveraging leading electromechanical integration technologies and providing comprehensive services to brand customers. It continues to strengthen its core competitive advantages, including 'technology leadership,' 'manufacturing excellence,' 'quality first,' and 'customer trust,' striving to deliver products and services that meet customer needs and achieve stable revenue and profit growth.
The management team and all employees embrace the spirit of continuous improvement—'there is no best, only better'—constantly reinforcing the Company's market-leading position and enhancing differentiation from competitors, while pursuing high-quality corporate growth and sustainable business development. At the same time, the Company actively responds to changes in the competitive, regulatory, and overall business environment, prudently manages and effectively controls operational risks, and ensures the Company's long-term stable development.
Finally, we sincerely extend our appreciation to all of our shareholders for your support. Please continue to offer your encouragement and comments to our management team.
May we wish you all
- 6 -
- 7 -
One. Letter to Shareholders
Good Health and Good Luck
Chairman: Wang Kuan-Hsiang General Manager: Lo Cheng-Chou Accounting Manager: He Hsiu-Yuan
4
(II). Financial Reports
1. Please refer to pages 7-24 of the Handbook.
2. Independent Auditors’ Report, KPMG Taiwan
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors of Rexon Industrial Corp., Ltd.:
Opinion
We have audited the consolidated financial statements of Rexon Industrial Corp., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue recognition
Please refer to Note 4(o) and Note 6(t) of the consolidated financial statements for accounting policies on revenue recognition and revenue recognition, respectively.
8
4-1
Description of key audit matter:
The Group recognizes revenue when the control over a product has been transferred to the customer as specified on the various sales terms in each individual contract with customers. Revenue is recognized in each individual contract with customers. The improper timing in recognition of revenue before and after the financial reporting date may materially impact financial statements. Therefore, revenue recognition is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include testing the effectiveness of internal control on recognition of revenue; ensuring the transaction conditions and revenue of the sale contracts have been properly recorded; random sampling of sales transactions within a certain period before and after the financial reporting date; analyzing the client contract of the sample; and evaluating the transaction conditions contained in the sales contract to confirm that revenue recognition has been recorded in an appropriate period.
- Valuation of Inventories
The accounting principle of inventory, refer to consolidated financial statements Note 4 (h), the assessment of accounting estimate and assumption uncertainty, refer to consolidated financial statements Note 5 (a); the explanation of inventory assessment refers to consolidated financial statements Note 6 (d).
Description of key audit matter:
Due to the introduction of new products such as machine tools or fitness machines may cause significant changes in consumer demand, the original product outdated may no longer meet the market demand, or by the electric tool market recession and competitors' low cost strategy and other factors so that the sale of related products may be volatile, it easily leads to the cost of inventory may exceed its net realizable value of the risk; therefore, inventory valuation is considered as one of a key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matter above, includes the allowance for uncollectible inventory valuation losses of the Group and the rationale of calculation method, implementation of the sampling procedures to check the inventory and the net realized value to compare with the past period situation and analyze whether the loss of the value of the deposit in the current period is disclosure appropriately.
Other Matter
Rexon Industrial Corp., Ltd. has prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
9
4-2
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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- 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 auditor’s 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 and 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.
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.
10
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 period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chen, Cheng Hsueh and Chang, Tzu Hsin.
KPMG
Taipei, Taiwan (Republic of China)
February 26, 2026
12
3. Consolidated balance sheet
(English Translation of Consolidated Financial Statements Originally Issued)
REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollar)
| Asset | Current assets: | December 31, 2025 | December 31, 2024 | Liability | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 2,019,518 | 24 | 2,372,119 | 32 | 2100 |
| 1110 | Current financial assets at fair value through profit or loss | 96 | - | 96 | - | 2130 |
| 1150 | Notes receivable, net (note 6(b)) | 506 | - | 1,904 | - | 2150 |
| 1160 | Notes receivable due from related parties, net (note 6(b) and 7) | 13,595 | - | 9,966 | - | 2160 |
| 1170 | Accounts receivable, net (note 6(b)) | 1,296,080 | 16 | 649,993 | 9 | 2170 |
| 1180 | Accounts receivable due from related parties, net (note 6(b) and 7) | 8,369 | - | 5,239 | - | 2200 |
| 1200 | Other receivables, net (note 6(c)) | 794 | - | 2,928 | - | 2220 |
| 1210 | Other receivables due from related parties, net (note 6(c) and 7) | 97,550 | 1 | - | - | 2230 |
| 1220 | Current tax assets | 2,826 | - | 2,750 | - | 2365 |
| 130X | Inventories (note 6(d)) | 534,385 | 7 | 484,616 | 7 | 2280 |
| 1476 | Other current financial assets | 600 | - | - | - | 2320 |
| 1479 | Other current assets (note 6(i) and 7) | 96,956 | 1 | 73,006 | 1 | 2399 |
| 4,071,275 | 49 | 3,602,617 | 49 | |||
| Non-Current | ||||||
| 2540 | ||||||
| Long-term | ||||||
| Deferred | ||||||
| Non-current | ||||||
| Total | ||||||
| 1550 | Investments accounted for using equity method, net (note 6(e)) | 95,011 | 1 | 16,305 | - | 2580 |
| 1600 | Property, plant and equipment (note 6(f) and 8) | 3,143,340 | 40 | 3,222,305 | 43 | |
| 1755 | Right-of-use assets (note 6(g)) | 426,795 | 5 | 81,537 | 1 | |
| 1780 | Intangible assets (note 6(h)) | 70,626 | - | 60,476 | 1 | |
| 1840 | Deferred tax assets (note 6(q)) | 97,071 | 1 | 115,955 | 2 | 3100 |
| 1920 | Guarantee deposits paid | 1,168 | - | 1,698 | - | 3200 |
| 1975 | Net defined benefit asset, non-current (note 6(p)) | 275,683 | 3 | 240,780 | 3 | 3300 |
| 1990 | Other non-current assets (note 6(i)) | 91,889 | 1 | 41,078 | 1 | 3400 |
| 4,201,583 | 51 | 3,780,134 | 51 | |||
| Total equity | ||||||
| Non-current | ||||||
| Total liabilities | ||||||
| 36XX |
14
4. Consolidated statement of comprehensive income
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollar, except earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (note 6(t) and 7) | $ 5,419,291 | 100 | 6,099,286 | 100 |
| 5000 | Operating costs (note 6(d) + (h) and (p)) | 4,729,342 | 87 | 5,159,907 | 85 |
| Gross profit from operations | 689,949 | 13 | 939,379 | 15 | |
| 6000 | Operating expenses (note 6(h) + (p) and (u)): | ||||
| 6100 | Selling expenses | 252,859 | 5 | 303,170 | 5 |
| 6200 | Administrative expenses | 271,134 | 5 | 234,871 | 4 |
| 6300 | Research and development expenses | 186,439 | 3 | 179,471 | 3 |
| 710,432 | 13 | 717,512 | 12 | ||
| Net operating (loss) income | (20,483) | - | 221,867 | 3 | |
| 7000 | Non-operating income and expenses (note 6(v)): | ||||
| 7100 | Interest income | 42,024 | 1 | 74,214 | 1 |
| 7010 | Other income (note 7) | 304,143 | 6 | 42,474 | 1 |
| 7020 | Other gains and losses, net(note 6(f) and 7) | (65,287) | (1) | 85,538 | 1 |
| 7050 | Finance costs, net (note 6(n)) | (25,108) | - | (22,069) | - |
| 7060 | Share of profit of associates accounted for using equity method (note 6(e)) | (21,999) | - | 142 | - |
| 233,773 | 6 | 180,299 | 3 | ||
| 7900 | Profit before income tax | 213,290 | 6 | 402,166 | 6 |
| 7950 | Income tax expense (note 6(q)) | 39,334 | 1 | 83,154 | 1 |
| 8200 | Profit | 173,956 | 5 | 319,012 | 5 |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss | ||||
| 8311 | Gains on remasurements of defined benefit plans(note 6(p)) | 25,106 | - | 16,525 | - |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation (note 6(r)) | (3,922) | - | 41,846 | 1 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss(note 6(q)) | 752 | - | (8,291) | - |
| (3,170) | - | 33,555 | 1 | ||
| 8300 | Other comprehensive income (after tax) | 21,936 | - | 50,080 | 1 |
| 8500 | Comprehensive income | $ 195,892 | 5 | 369,092 | 6 |
| Profit attributable to: | |||||
| 8610 | Owners of parent | $ 176,307 | 5 | 318,832 | 5 |
| 8620 | Non-controlling interests | (2,351) | - | 180 | - |
| $ 173,956 | 5 | 319,012 | 5 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 198,402 | 5 | 368,520 | 6 |
| 8720 | Non-controlling interests | (2,510) | - | 572 | - |
| $ 195,892 | 5 | 369,092 | 6 | ||
| Earnings per share (NT dollars) (note 6 (x)) | |||||
| 9750 | Basic earnings per share | 0.97 | 1.76 | ||
| 9850 | Diluted earnings per share | 0.97 | 1.74 |
- Consolidated statement of changes in equity
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollar)
| Equity attributable to owners of parent |
|---|
| Share capital |
| Ordinary shares |
| $ 1,814,735 |
| Balance on January 1, 2024 |
| Appropriation and distribution of retained earnings: |
| Legal reserve |
| Special reserve appropriated |
| Cash dividends of ordinary share |
| Profit for the period |
| Other comprehensive income for the period |
| Comprehensive income |
| Balance on December 31, 2024 |
| Balance on January 1,2025 |
| Appropriation and distribution of retained earnings: |
| Legal reserve |
| Cash dividends of ordinary share |
| Reversal of special reserve |
| Profit for the period |
| Other comprehensive income for the period |
| Comprehensive income |
| Balance on December 31, 2025 |
16
6. Consolidated statement of cash flow
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 213,290 | 402,166 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expenses | 272,066 | 317,345 |
| Amortization expenses | 18,929 | 20,022 |
| Interest expense | 25,108 | 22,069 |
| Interest income | (42,024) | (74,214) |
| Shares of loss (profit) of associates accounted for using equity method | 21,999 | (142) |
| (Profit) losses on disposal of property, plant and equipment | (21,146) | 12,980 |
| Impairment loss of property, plant and equipment | 22,494 | 43,735 |
| Compensation income | (180,043) | - |
| Total adjustments to reconcile profit | 117,383 | 341,795 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease (increase) in notes receivable | 1,398 | (1,820) |
| (Increase) decrease in notes receivable due from related parties | (3,629) | 1,047 |
| (Increase) decrease in accounts receivable | (646,087) | 360,081 |
| (Increase) decrease in accounts receivable due from related parties | (3,130) | 695 |
| Decrease (increase) in other receivables | 2,283 | (2,191) |
| Increase in other receivable due from related parties | (97,550) | - |
| (Increase) decrease in inventories | (49,769) | 256,341 |
| (Increase) decrease in other current assets | (27,950) | 32,270 |
| (Increase) in net defined benefit assets | (9,797) | (4,115) |
| Decrease in other operating assets | 850 | 1,512 |
| Total changes in operating assets | (833,381) | 643,820 |
| Changes in operating liabilities: | ||
| Increase (decrease) in contract liabilities | 27,727 | (8,165) |
| Increase (decrease) in notes payable | 172,484 | (474,723) |
| Increase in notes payable to related parties | 30 | 109 |
| Increase (decrease) in accounts payable | 486,787 | (1,127,512) |
| Increase in other payable | 19,565 | 77,504 |
| Increase (decrease) in other payable to related parties | 97 | (92) |
| Decrease in other current liabilities | (64,622) | (18,213) |
| Total changes in operating liabilities | 642,068 | (1,551,092) |
| Total changes in operating assets and liabilities | (191,313) | (907,272) |
| Total adjustments | (73,930) | (565,477) |
| Cash inflow (outflow) generated from operations | 139,360 | (163,311) |
| Interest received | 41,875 | 76,139 |
| Interest paid | (24,867) | (22,463) |
| Income taxes paid | (36,590) | (102,389) |
| Net cash flows from (used in) operating activities | 119,778 | (212,024) |
| Cash used in investing activities: | ||
| Acquisition of investments accounted for using equity method | (99,000) | - |
| Acquisition of property, plant and equipment | (237,938) | (28,916) |
| Proceeds from disposal of property, plant and equipment | 85,908 | 830 |
| Increase in refundable deposits | 530 | 982 |
| Acquisition of intangible assets | (25,105) | (18,193) |
| Acquisition of right-of-use assets | (357,192) | - |
| Increase in other financial assets | (600) | - |
| Increase in prepayments for business facilities | (85,189) | (20,954) |
| Dividends received | 320 | - |
| Net cash flows used in investing activities | (718,266) | (66,251) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 681,443 | 1,571,610 |
| Decrease in short-term borrowings | (730,568) | (1,599,353) |
| Increase from long-term borrowings | 769,716 | 168,423 |
| Repayments of long-term borrowings | (291,475) | (365,715) |
| Payment of lease liabilities | (8,419) | (8,705) |
| Cash dividends paid | (181,473) | (217,768) |
| Net cash flows from (used in) financing activities | 239,224 | (651,508) |
| Effect of exchange rate changes on cash and cash equivalents | 6,663 | 18,901 |
| Net decrease in cash and cash equivalents | (352,601) | (910,882) |
| Cash and cash equivalents at beginning of period | 2,372,119 | 3,283,001 |
| Cash and cash equivalents at end of period | $ 2,019,518 | 2,372,119 |
3
7. Audit report
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Rexon Industrial Corp., Ltd.:
Opinion
We have audited the financial statements of Rexon Industrial Corp., Ltd. ("the Company"), which comprise the balance sheets of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying 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 Statements 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 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 of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(o) and Note 6(t) of the financial statements for accounting policies on revenue recognition and revenue recognition, respectively.
17
3-1
Description of key audit matter:
Revenue is recognized when the control over a product has been transferred to the customer as specified in each individual contract with customers. Revenue is recognized in each individual contract with customers. The improper timing in recognition of revenue before and after the financial reporting date may materially impact financial statements. Therefore, revenue recognition is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include testing the effectiveness of internal control on recognition of revenue; ensuring the transaction conditions and revenue of the sale contracts have been properly recorded; random sampling of sales transactions within a certain period before and after the financial reporting date; analyzing the client contract of the sample; and evaluating the transaction conditions contained in the sales contract to confirm that revenue recognition has been recorded in an appropriate period.
- Valuation of Inventories
The accounting principle of inventory, refer to financial statements Note 4 (g), the assessment of accounting estimate and assumption uncertainty, refer to financial statements Note 5 (a); the explanation of inventory assessment refers to financial statements Note 6 (d).
Description of key audit matter:
Due to the introduction of new products such as machine tools or fitness machines may cause significant changes in consumer demand, the original product outdated may no longer meet the market demand, or by the electric tool market recession and competitors' low cost strategy and other factors so that the sale of related products may be volatile, it easily leads to the cost of inventory may exceed its net realizable value of the risk; therefore, inventory valuation is considered as one of a key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matter above, includes the allowance for uncollectible inventory valuation losses of the Company and the rationale of calculation method, implementation of the sampling procedures to check the inventory and the net realized value to compare with the past period situation and analyze whether the loss of the value of the deposit in the current period is disclosure appropriately.
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 financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the 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.
18
3-2
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 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 auditor’s 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method 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.
19
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chen, Cheng Hsueh and Chang, Tzu Hsin.
KPMG
Taipei, Taiwan (Republic of China)
February 26, 2026
- Balance Sheet
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
REXON INDUSTRIAL CORP., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollar)
| Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current assets: | ||||
| 1100 Cash and cash equivalents (note 6 (a)) | $ 1,804,839 | 22 | 2,238,708 | 31 |
| 1110 Current financial assets at fair value through profit or loss | 96 | - | 96 | - |
| 1150 Notes receivable, net (note 6 (b)) | - | - | 44 | - |
| 1160 Notes receivable due from related parties, net (note 6 (b) and 7) | 13,595 | - | 9,966 | - |
| 1170 Accounts receivable, net (note 6 (b)) | 1,285,924 | 16 | 638,120 | 9 |
| 1180 Accounts receivable due from related parties, net (note 6 (b) and 7) | 8,296 | - | 5,239 | - |
| 1200 Other receivables, net (note 6 (c)) | 784 | - | 2,769 | - |
| 1210 Other receivables due from related parties, net (note 6 (c) and 7) | 57,069 | 1 | 5,049 | - |
| 130X Inventories (note 6 (d)) | 461,882 | 6 | 375,726 | 5 |
| 1479 Other current assets (note 6 (i) and 7) | 68,017 | 1 | 47,663 | 1 |
| 3,700,502 | 46 | 3,323,380 | 46 | |
| Non-current assets: | ||||
| 1550 Investments accounted for using equity method, net (note 6 (e)) | 1,501,563 | 19 | 934,691 | 13 |
| 1600 Property, plant and equipment (note 6 (f) and 8) | 2,540,276 | 31 | 2,635,282 | 35 |
| 1755 Right-of-use assets (note 6 (g)) | 23,394 | - | 28,554 | - |
| 1780 Intangible assets (note 6 (k)) | 21,758 | - | 14,073 | - |
| 1840 Deferred tax assets (note 6 (p)) | 93,488 | 1 | 115,839 | 2 |
| 1920 Guarantee deposits paid | 680 | - | 1,298 | - |
| 1975 Net defined benefit asset, non-current (note 6 (n)) | 275,683 | 3 | 240,780 | 3 |
| 1990 Other non-current assets (note 6 (i) and 7) | 29,779 | - | 38,800 | 1 |
| 4,486,621 | 54 | 4,009,317 | 54 | |
| Total assets | $ 8,187,123 | 100 | 7,332,697 | 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||
| --- | --- | --- | --- | --- |
| Amount | % | Amount | % | |
| Current liabilities: | ||||
| 2100 Short-term borrowings (note 6 (j) and 8) | $ 300,000 | 4 | 400,000 | 5 |
| 2130 Current contract liabilities (note 6 (t)) | 65,669 | 1 | 40,870 | 1 |
| 2150 Notes payable | 298,829 | 4 | 133,643 | 2 |
| 2160 Notes payable to related parties (note 7) | 200 | - | 170 | - |
| 2170 Accounts payable | 1,094,948 | 13 | 550,430 | 8 |
| 2180 Accounts payable to related parties (note 7) | 233,714 | 3 | 277,781 | 4 |
| 2200 Other payables (note 6 (m)) | 818,845 | 10 | 798,797 | 11 |
| 2220 Other payables to related parties (note 7) | 125,248 | 2 | 133,382 | 2 |
| 2230 Current tax liabilities | 19,524 | - | 35,636 | - |
| 2365 Current provisions (note 6 (o)) | 218,795 | 3 | 198,353 | 3 |
| 2280 Current lease liabilities (note 6 (n)) | 8,049 | - | 8,052 | - |
| 2320 Long-term borrowing, current portion (note 6 (l) and 8) | 207,262 | 2 | 165,000 | 2 |
| 2399 Other current liabilities, others (note 6 (k)) | 272,437 | 3 | 537,128 | 7 |
| 3,663,520 | 45 | 3,279,242 | 45 | |
| Non-Current liabilities: | ||||
| 2540 Long-term borrowings (note 6 (l) and 8) | 545,833 | 7 | 87,500 | 1 |
| 2580 Non-current lease liabilities (note 6 (n)) | 15,784 | - | 20,898 | - |
| 561,617 | 7 | 108,398 | 1 | |
| 4,225,137 | 52 | 3,387,640 | 46 | |
| Total liabilities | ||||
| 3100 Share capital | 1,814,735 | 22 | 1,814,735 | 25 |
| 3200 Capital surplus | 586 | - | 586 | - |
| 3300 Retained earnings | 2,268,811 | 28 | 2,248,871 | 31 |
| 3400 Other equity | (122,146) | (2) | (119,135) | (2) |
| 3,961,986 | 48 | 3,945,057 | 54 | |
| Total equity | $ 8,187,123 | 100 | 7,332,697 | 100 |
| Total liabilities and equity |
21
- Statement of comprehensive income
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
REXON INDUSTRIAL CORP., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollar, except earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (note 6 (t) and 7) | $ 5,335,758 | 100 | 6,014,984 | 100 |
| 5000 | Operating costs (note 6 (d) · (h) · (p) and 7) | 4,649,420 | 87 | 5,174,265 | 86 |
| Gross profit from operations | 686,338 | 13 | 840,719 | 14 | |
| 6000 | Operating expenses (note 6 (h) · (p) · (u) and 7): | ||||
| 6100 | Selling expenses | 227,634 | 4 | 274,081 | 5 |
| 6200 | Administrative expenses | 196,202 | 4 | 150,788 | 3 |
| 6300 | Research and development expenses | 156,985 | 3 | 152,567 | 3 |
| 580,821 | 11 | 577,436 | 11 | ||
| Net operating income | 105,517 | 2 | 263,283 | 3 | |
| 7000 | Non-operating income and expenses:(note 6 (v)) | ||||
| 7100 | Interest income | 40,933 | 1 | 72,579 | 1 |
| 7010 | Other income | 273,028 | 4 | 32,366 | 1 |
| 7020 | Other gains and losses, net (note 6 (f) and 7) | (56,669) | (1) | 80,893 | 1 |
| 7050 | Finance costs (note 6 (u)) | (16,980) | - | (13,554) | - |
| 7070 | Share of loss of subsidiaries and associates for using equity method, net (note 6 (e)) | (126,016) | (2) | (34,293) | (1) |
| 114,296 | 2 | 137,991 | 2 | ||
| 7900 | Profit before income tax | 219,813 | 4 | 401,274 | 5 |
| 7950 | Income tax expense (note 6 (q)) | 43,506 | 1 | 82,442 | 1 |
| 8200 | Profit | 176,307 | 3 | 318,832 | 4 |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Gains on remeasurements of defined benefit obligation (note 6 (p)) | 25,106 | 1 | 16,525 | - |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation (note 6 (r)) | (3,763) | - | 41,454 | 1 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6 (q)) | 752 | - | (8,291) | - |
| (3,011) | - | 33,163 | 1 | ||
| 8300 | Other comprehensive income (after tax) | 22,095 | 1 | 49,688 | 1 |
| 8500 | Comprehensive income | $ 198,402 | 4 | 368,520 | 5 |
| Earnings per share(NT dollars) (note 6 (s)) | |||||
| 9750 | Basic earnings per share | $ | 0.97 | 1.76 | |
| 9850 | Diluted earnings per share | $ | 0.97 | 1.74 |
- Statement of changes in equity
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
REXON INDUSTRIAL CORP., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollar)
11.
| Share capital | Retained earnings | Total other equity | ||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary share | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Total | Exchange differences on translation of foreign financial statements | Total equity | |
| Balance on January 1, 2024 | $ 1,814,735 | 586 | 475,923 | 143,923 | 1,511,436 | 2,131,282 | (152,298) | 3,794,305 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | - | 31,065 | - | (31,065) | - | - | - |
| Special reserve appropriated | - | - | - | 8,375 | (8,375) | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (217,768) | (217,768) | - | (217,768) |
| - | - | 31,065 | 8,375 | (257,208) | (217,768) | - | (217,768) | |
| Profit for the period | - | - | - | - | 318,832 | 318,832 | - | 318,832 |
| Other comprehensive income for the period | - | - | - | - | 16,525 | 16,525 | 33,163 | 49,688 |
| Total comprehensive income | - | - | - | - | 335,357 | 335,357 | 33,163 | 368,520 |
| Balance on December 31, 2024 | $ 1,814,735 | 586 | 506,988 | 152,298 | 1,589,585 | 2,248,871 | (119,135) | 3,945,057 |
| Balance on January 1,2025 | $ 1,814,735 | 586 | 506,988 | 152,298 | 1,589,585 | 2,248,871 | (119,135) | 3,945,057 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | - | 33,536 | - | (33,536) | - | - | - |
| Cash dividends on ordinary shares | - | - | - | - | (181,473) | (181,473) | - | (181,473) |
| Reversal of special reserve | - | - | - | (33,163) | 33,163 | - | - | - |
| - | - | 33,536 | (33,163) | (181,846) | (181,473) | - | (181,473) | |
| Profit for the period | - | - | - | - | 176,307 | 176,307 | - | 176,307 |
| Other comprehensive income for the period | - | - | - | - | 25,106 | 25,106 | (3,011) | 22,095 |
| Total comprehensive income | - | - | - | - | 201,413 | 201,413 | (3,011) | 198,402 |
| Balance on December 31, 2025 | $ 1,814,735 | 586 | 540,524 | 119,135 | 1,609,152 | 2,268,811 | (122,146) | 3,961,986 |
12. Statement of cash flow
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
REXON INDUSTRIAL CORP., LTD.
Statements of Cash Flows
For the years ended December 31, 2024 and 2025
(Expressed in thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 219,813 | 401,274 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expense | 203,504 | 246,622 |
| Amortization expense | 16,375 | 17,784 |
| Interest expense | 16,979 | 13,554 |
| Interest income | (40,933) | (72,579) |
| Share of loss of subsidiaries and associates for using equity method | 126,016 | 34,293 |
| (Profit) losses on disposal of property, plant and equipment | (654) | 13,005 |
| Impairment loss of property, plant and equipment | 6,084 | 43,735 |
| Compensation income | (180,043) | - |
| Total adjustments to reconcile profit | 147,328 | 296,414 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease in notes receivable | 44 | 9 |
| (Increase) decrease in notes receivable due from related parties | (3,629) | 1,047 |
| (Increase) decrease in accounts receivable | (647,804) | 359,099 |
| (Increase) decrease in accounts receivable due from related parties | (3,057) | 2,449 |
| Decrease in other receivables | 1,801 | 1,714 |
| Increase in other receivables due from related parties | (52,020) | (327) |
| (Increase) decrease in inventories | (86,156) | 270,492 |
| (Increase) decrease in other current assets | (20,354) | 40,555 |
| Increase in assets recognised from costs to fulfil contracts with customers | (9,797) | (4,115) |
| Decrease in other operating assets | 849 | 1,513 |
| Total changes in operating assets | (820,123) | 672,436 |
| Changes in operating liabilities: | ||
| Increase (decrease) in contract liabilities | 24,799 | (8,321) |
| Increase (decrease) in notes payable | 165,186 | (458,056) |
| Increase in notes payable to related parties | 30 | 109 |
| Increase (decrease) in accounts payable | 544,518 | (1,147,588) |
| (Decrease) increase in accounts payable to related parties | (44,067) | 5,165 |
| Increase in other payable | 10,940 | 69,990 |
| (Decrease) increase in other payable to related parties | (8,134) | 23,613 |
| Decrease in other current liabilities | (64,206) | (18,669) |
| Total changes in operating liabilities | 629,066 | (1,533,757) |
| Total changes in operating assets and liabilities | (191,057) | (861,321) |
| Total adjustments | (43,729) | (564,907) |
| Cash inflow (outflow) generated from operations | 176,084 | (163,633) |
| Interest received | 41,117 | 70,654 |
| Interest paid | (16,737) | (14,115) |
| Income taxes paid | (36,515) | (96,997) |
| Net cash flows from (used in) operating activities | 163,949 | (204,091) |
| Cash flows used in investing activities: | ||
| Acquisition of investments accounted for using equity method | (696,971) | - |
| Acquisition of property, plant and equipment | (118,284) | (21,174) |
| Proceeds from disposal of property, plant and equipment | 55,103 | 790 |
| Decrease in refundable deposits | 618 | 982 |
| Acquisition of intangible assets | (24,060) | (16,159) |
| Increase in prepayments for business facilities | (25,356) | (20,413) |
| Cash dividends received | 320 | - |
| Net cash flows used in investing activities | (808,630) | (55,974) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 500,000 | 1,400,000 |
| Decrease in short-term borrowings | (600,000) | (1,500,000) |
| Increase from long-term borrowings | 725,000 | 100,000 |
| Repayments of long-term borrowings | (224,405) | (446,667) |
| Cash dividends paid | (181,473) | (217,768) |
| Payment of lease liabilities | (8,310) | (8,592) |
| Net cash flows from (used in) financing activities | 210,812 | (673,027) |
| Net decrease in cash and cash equivalents | (433,869) | (933,092) |
| Cash and cash equivalents at beginning of period | 2,238,708 | 3,171,800 |
| Cash and cash equivalents at end of period | $ 1,804,839 | 2,238,708 |
II. Audit Report of the Audit Committee
Attachment 2
Audit Report of the Audit Committee
We, the Audit Committee of the Company, hereby acknowledge that the Board of Directors has worked out and submitted hereto the business report, financial statements, and earnings distribution proposal of the Company for 2025 and that among them, the financial statements have been duly audited by KPMG with an audit report issued. The above business report, financial reports and earnings distribution proposal have been audited by the Audit Committee and no discrepancy has been found. We, therefore, prepare this report for your reference in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
Rexon 2026 Annual Shareholders’ Meeting
Rexon Industrial Corp., Ltd.
Audit Committee Convener: Wu Chwan-Chyuan
February 26, 2026
Attachment 3
III. The Company's directors' remuneration and related policies
(I). The Company's directors' remuneration receipts
Unit: NTD thousand, December 31, 2025
| Title | Name | Remuneration to directors | Ratio of sum of A, B, C and D to net income after tax | Remuneration received in the capacity as concurrent employee | Ratio of sum of A, B, C, D, E, F and G to net income after tax | Remuneration received from inventory after than subsidiaries |
|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Director remuneration (C) | Business expenses (D) | Salary, bonus and special disbursement (E) | Pension (F) | Employee remuneration (G) |
| Reason Industrial Corp., Ltd. | All companies included in the financial reports | Reason Industrial Corp., Ltd. | All companies included in the financial reports | Reason Industrial Corp., Ltd. | All companies included in the financial reports | Reason Industrial Corp., Ltd. |
| Cash amount | Stock amount | Cash amount | Stock amount | |||
| Chairman | Wang Kuan-Hsiang | 0 | 0 | 0 | 0 | 3,200 |
| Director | Kun Forever Co., Ltd. | 0 | 0 | 0 | 0 | 800 |
| Representative: Wang Kuan-Chuan | 0 | 0 | 0 | 0 | 0 | 0 |
| Director | Huang Chin-Hsiang | 0 | 0 | 0 | 0 | 800 |
| Director | Chen Chun-Wei | 0 | 0 | 0 | 0 | 800 |
| Director | Kuo Pu-Chao | 0 | 0 | 0 | 0 | 800 |
| Director | Yang Ching-Chi | 0 | 0 | 0 | 0 | 0 |
| Independent director | Lee Cherng | 0 | 0 | 0 | 0 | 0 |
| Independent director | Wu Chwan-Chyuan | 0 | 0 | 0 | 0 | 0 |
| Independent director | Chen Li-Tsung | 0 | 0 | 0 | 0 | 0 |
| Director | 0 | 0 | 0 | 0 | 6,400 | 6,400 |
- Please describe the payment policy, system, standard and structure of the remuneration to independent directors, and the association of their responsibility, risk, and investment of time with the amount of the remuneration paid: The Board of Directors is authorized to determine the remuneration to the directors and independent directors of the Company based on individual participation in and contribution to the Company's operations and with reference to the general level in the industry.
- Further to the aforementioned disclosure, the remunerations received by the directors of the Company for rendering service to all companies included in the financial reports (e.g. serving as a consultant but not the employee of the Company) in the most recent year: None.
Note 1: The amount of the pension actually paid in 2025 is zero. The pension is a provision under expenditure. The remunerations to directors (C) and employees (G) are estimates.
(II). The Company's policy, standards and composition of remuneration for directors and independent directors, the process for determining remuneration and its relationship with operating performance and future risks
- Directors: The remuneration of the Company's directors includes travel expenses and directors' and supervisors' remuneration from profit distribution. In terms of travel expenses, we refer to the industry standards and pay according to the directors' attendance at board meetings. The Company may pay remuneration to the directors of the Company for the performance of their duties, regardless of the Company's operating profit or loss. The remuneration is authorized to be determined by the Board of Directors based on the directors' level of participation in the Company's operations and the value of their contributions, and shall not exceed
the highest salary level stipulated in the Company's salary regulations. Director remuneration is based on Article 25 of the company's articles of association: If the company makes a profit in a year, no more than 5% will be used as director remuneration, and it will be reviewed and approved by the Remuneration Committee and the Board of Directors. Independent directors do not participate in the distribution of director remuneration.
- Independent directors: The independent directors of the Company receive a fixed monthly remuneration and travel and attendance fees for attending board meetings.
27
Attachment 4
IV. Comparison table for the amendments of the "Ethical Corporate Management Best Practice Principles"
| Amended Provision | Current Provision | Description |
|---|---|---|
| Article 2: Prohibition of Unethical Conduct When engaging in commercial activities, directors, managers, employees, and mandates of the Company shall conduct themselves in a fair, honest, and transparent manner, or persons having substantial control over such companies ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits | ||
| Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, managers, employees or substantial controllers or other stakeholders. | Article 2: Prohibition of Unethical Conduct When engaging in commercial activities, directors, supervisors, managers, employees, and mandates of the Company shall conduct themselves in a fair, honest, and transparent manner, or persons having substantial control over such companies ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits | |
| Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders. | Removal of the supervisor. | |
| Article 5: Policy | ||
| The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. | Article 5: Policy | |
| The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. | With reference to the ISO 37001 Anti-Bribery Management System(ABMS). | |
| Article 6: Prevention Programs (Paragraphs 1 and 2 are omitted.) | ||
| In the course of developing the prevention programs, the Company are advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders. | Article 6: Prevention Programs (Paragraphs 1 and 2 are omitted.) | Paragraph 3 is newly added in accordance with relevant regulations. |
| Article 7: Scope of Prevention Programs | ||
| The Company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis. | Article 7: Scope of Prevention Programs | |
| The prevention programs, which shall at least include preventive measures against the following acts by the Company and its directors, supervisors, managers, employees, mandates, and persons having substantial control (hereinafter collectively referred to as the "Covered Persons"): | ||
| (Subparagraphs 1 to 6 are omitted.) | ||
| 7. Damage caused to the rights or | With reference to the ISO 37001 standards and removal of the supervisor. |
| It is advisable for the Company to refer to prevailing domestic and foreign standards or guidelines in establishing the prevention programs, which shall at least include preventive measures against the following acts by the Company and its directors, managers, employees, mandates, and persons having substantial control (hereinafter collectively referred to as the “Covered Persons”):
(Subparagraphs 1 to 6 are omitted.)
7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services | interests of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services | |
| --- | --- | --- |
| Article 8: Commitment and Implementation
The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy.
The Company shall clearly specify in internal rules and external documents and on the Company website the ethical corporate management policies and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The designated responsible unit shall periodically report the status of implementation to the Board of Directors.
The Company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly. | Article 8: Commitment and Implementation
The Company shall, in accordance with this Code, designate a responsible unit to be in charge of the formulation of integrity management policies and prevention programs, and to supervise their implementation. In the course of developing the prevention programs, the Company are advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders. The prevention programs so formulated shall comply with the relevant laws and regulations of the jurisdictions where the Company and its group enterprises and organizations operate.
The Company shall clearly specify in internal rules and external documents, and the designated responsible unit shall periodically report the status of implementation to the Board of Directors.
The Company’s Board of Directors and management, employees, mandates, and persons having substantial control shall undertake to actively implement this Code and faithfully carry out the same in internal management and external business activities, and shall comply with applicable laws and regulations and the prevention programs. | With reference to the ISO 37001 standards |
| Article 17: Organization and Responsibilities (Paragraphs 1 is omitted.)
To achieve sound ethical corporate management, the Company shall establish a dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and | Article 17: Organization and Responsibilities (Paragraphs 1 is omitted.)
To achieve sound ethical corporate management, all units shall, with respect to the matters under their respective responsibilities, cooperate with one another and be responsible for the formulation of integrity management policies and | With reference to the ISO 37001 standards |
29
| supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year):
(Subparagraphs is omitted.)
2. Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
(Subparagraphs 3 to 6 are omitted.) | prevention programs, and for supervising the implementation of the following matters, and shall report to the board of directors on a regular basis:
(Subparagraphs is omitted.)
2. Adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
(Subparagraphs 3 to 6 are omitted.) | |
| --- | --- | --- |
| Article 19: Avoidance of Conflicts of Interest
The Company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, supervisors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company.
When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of a the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.
The Company's directors, supervisors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person. | Article 19: Avoidance of Conflicts of Interest
The Company s shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, supervisors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company.
When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of a the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.
The Company's directors, supervisors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person. | Removal of the supervisor. |
| Article 20: Accounting and Internal Control
The Company shall establish effective accounting systems and internal control systems for business activities possibly at a | Article 20: Accounting and Internal Control
The Company shall establish effective accounting systems and internal control systems for business activities possibly at a | With reference to the ISO 37001 standards |
| higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs and put down in writing in the form of an audit report to be submitted to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. | higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall periodically audit the compliance with the systems set forth in the preceding paragraph and put down in writing in the form of an audit report to be submitted to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. | |
|---|---|---|
| Article 21: Operational Procedures and Guidelines The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters: ( The remainder is omitted.) | Article 21: Operational Procedures and Guidelines The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters: ( The remainder is omitted.) | Removal of the supervisor. |
| Article 22: Training and Evaluation The chairperson, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandates on a regular basis. The company shall periodically organize training and awareness programs for directors, supervisors, managers, employees, mandates, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. The company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system. | Article 22: Training and Evaluation The chairperson, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandates on a regular basis. The company shall periodically organize training and awareness programs for directors, supervisors, managers, employees, mandates, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. The company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system. | Removal of the supervisor. |
31
| Article 23: Whistle-blowing System The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the company to submit reports. 2. Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3. Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority. 4. Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 5. Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting. 6. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 7. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form. | Article 23: Whistle-blowing System The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the company to submit reports. 2. Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3. Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 4. Confidentiality of the identity of whistle-blowers and the content of reported cases. 5. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 6. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form | With reference to the ISO 37001 standards and removal of the supervisor. |
|---|---|---|
| Article 25: Information Disclosure
The company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. They shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on their company websites, annual reports, Corporate Governance Report, and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System. | Article 25: Information Disclosure
The company shall disclose the measures taken for implementing ethical corporate management, the status of implementation, and the effectiveness of promotion on their company websites, annual reports, Corporate Governance Report and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System. | The content to be included in information disclosure shall be amended in accordance with the laws and regulations. |
| --- | --- | --- |
| Article 26: Review and Amendment
The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management. | Article 26: Review and Amendment
The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management. | Removal of the supervisor. |
| Article 27: Implementation
(Paragraphs 1 to 2 are omitted.) | Article 27: Implementation
(Paragraphs 1 to 2 are omitted.)
The provisions regarding supervisors in these Principles shall apply mutatis mutandis to the audit committee. | Removal of the supervisor. |
33
V. Earnings Distribution Table
Attachment 5
Rexon Industrial Corp., Ltd. Earnings Distribution Table 2025
Unit: NTD thousand
| Undistributed earnings at beginning of period | 1,407,738,380 |
|---|---|
| Plus: Remeasurement of defined benefit plan | 25,106,007 |
| Minus: Special surplus reserve (deduction from equity) | (3,010,690) |
| Plus: Net profit (loss) in current year | 176,307,698 |
| Distributable earnings | 1,606,141,395 |
| Distribution: | |
| Minus: Appropriation of legal reserve | (20,141,371) |
| Minus: shareholder dividends-cash (NT$0.6 per share) | (108,884,100) |
| Undistributed earnings at end of period | 1,477,115,924 |
President: Wang Kuan-Hsiang General Manager: Lo Cheng-Chou Accounting Manager: He Hsiu-Yuan
Attachment 6
VI. Information on Director Candidates
| Position | Name | Education | Key Experience | Concurrent posts in the Company and other companies | Shares Held | Represented Government or Legal Entity Name |
|---|---|---|---|---|---|---|
| Director | Wang Kuan-Hsiang | Master, National Chung Hsing University | ||||
| Rexon Industrial Corp., Ltd., General Manager | Rexon Industrial Corp., Ltd., President | Rexon Industrial Corp., Ltd.,Chairman | ||||
| Power Tool Specialists Inc.(PTS), Director | ||||||
| Gold Tech Group Ltd., Director | ||||||
| Tongxiang Rexon Industrial Co., Ltd., Director | ||||||
| TAISIC Materials Corp., Independent Director | 1,986,178 | NONE | ||||
| Director | Wang Kuan-Chuan | Department of Public Finance, Feng Chia University | ||||
| Master of Money banking and Finance, Middlesex University | Rexon Industrial Corp., Ltd., Sales Department, Account Manager | |||||
| KPMG Taiwan, Assistant Officer | Rexon Industrial Corp., Ltd., Special Assistant | |||||
| Power Tool Specialists Inc., Director | Legal Entity:26,369,472 | |||||
| Representative: 2,302,550 | Kun Forever Co., Ltd | |||||
| Director | Huang Chin-Hsiang | Shu De Institute of Technology | Rexon Industrial Corp., Ltd., Vice President | Rexon Industrial Corp., Ltd., Vice President | ||
| Tongxiang Rexon Industrial Co., Ltd,Chairman | ||||||
| Gold Tech Group Ltd., Director | ||||||
| Fine Clear Co., Ltd., Directo | 800,094 | NONE | ||||
| Director | Chen Chun-Wei | Master, Department of Electrical Engineering, Tatung University | Tongxiang Rexon Industrial Co., Ltd., Electrical Department, Manager | |||
| Technology Corp., Ltd., Special Assistant | Rexon Technology Corp., Ltd.,Chairman | |||||
| Gold Tech Group Ltd., Director | 592,350 | NONE | ||||
| Director | Kuo Pu-Chao | Master of Business Administration, Durham University, UK | Rexon Industrial Corp., Ltd., Director | Rexon Industrial Corp., Ltd., Vice President | ||
| Rexon Technology Corp., Ltd., Director | ||||||
| Hongqiao Investment Co., Ltd., Director | 107,000 | NONE | ||||
| Director | Yang Ching-Chi | BS in Business Administration ,California State University,Fullerton, | Sunspring Metal Corporation,CEO, | Sunspring Metal Corporation,CEO, Chairman | ||
| Baoxin Metal (Zhaoqing) Industrial Ltd., Executive Director | ||||||
| Sunspring Metal (Zhuhai) Ltd., Executive Director | ||||||
| Heyi Investment Co., Ltd., Chairman | ||||||
| Sunspring Automation Corporation, Chairman | ||||||
| Sunspring Holding Corp., Director | ||||||
| Sunspring America Inc., Director | 0 | NONE | ||||
| Independent director | Lee Cherng | Juris Doctor from Tulane University, USA | Adjunct EMBA Associate Professor, Tunghai University | |||
| Lawyer, Federal and State of New York, USA | Director of EMBA Program, Tunghai University | |||||
| Topkey Corporation, Independent Director | ||||||
| Horien Biochemical Technology Co., Ltd.Independent Director | 0 | NONE | ||||
| Independent director | Wu Chwan-Chyuan | Department and Graduate Institute of Accounting, University of Oklahoma, USA | KPMG Taiwan, CPA | Taiwan Steel Union Co., Ltd., Independent Director | 0 | NONE |
| Independent director | Chen Li-Tsung | Ph.D. of organizational behavior, The Hong Kong Polytechnic University | ||||
| Department of Economics, National Taiwan University | Diamond Group, CEO | Diamond Group, CEO | ||||
| Intumit Inc. Co-founder, Director | ||||||
| Formosa Dreamers, Executive Director | ||||||
| Dreamers Academy, Chairman | ||||||
| National Taiwan University, Adjunct Assistant Professor, College of Management | 0 | NONE |
Attachment 7
VII. Comparison table for the amendments of the Incorporation"
| Amended Provision | Current Provision | Description |
|---|---|---|
| Article 25: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no less than 1% as salary adjustment or remuneration distribution for entry-level employees. The amount allocated as remuneration for basic employees can be included in the employee remuneration allocation amount; and no higher than 5% as the remuneration to the directors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares (treasury or new shares) or cash may include those of the controlled or affiliated companies who meet certain criteria. If there are earnings for a year, the Company shall first pay taxes and make up previous losses, followed by setting aside 10% of the earnings as legal reserve; however, no further provision is needed when legal reserve has accumulated to the same amount as the Company’s paid-in capital. A portion of the earnings shall be set aside as special reserve if this is required by the operations of the Company or laws and regulations. The remaining earnings, if any, shall be combined with the undistributed earnings at the beginning of the period, and the Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval. | Article 25: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no less than 1% as salary adjustment or remuneration distribution for grassroots employees. The amount allocated as remuneration for basic employees can be included in the employee remuneration allocation amount; and no higher than 5% as the remuneration to the directors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares (treasury or new shares) or cash may include those of the controlled or affiliated companies who meet certain criteria. If there are earnings for a year, the Company shall first pay taxes and make up previous losses, followed by setting aside 10% of the earnings as legal reserve; however, no further provision is needed when legal reserve has accumulated to the same amount as the Company’s paid-in capital. A portion of the earnings shall be set aside as special reserve if this is required by the operations of the Company or laws and regulations. The remaining earnings, if any, shall be combined with the undistributed earnings at the beginning of the period, and the Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval. | Article 14, Paragraph 6 of the Securities and Exchange Act. |
| Article 29: (Omitted) | ||
| The 38th amendment was on May 20, 2026. | Article 29: (Omitted) | An amendment date is added. |
36
Three. Appendix
Appendix 1
I. Articles of Incorporation (Before amendment)
Rexon Industrial Corp., Ltd.
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is founded in accordance with the requirements of Company Limited by Shares in the Company Act and named “力山工業股份有限公司” in Chinese and “REXON INDUSTRIAL CORPORATION LTD.” in English.
Article 2: The Company is engaged in the following businesses:
- C305010 Printing, Dyeing, and Finishing
- C401030 Tanning and Dressing of Leather; Dressing and Dyeing of Fur
- C501060 Manufacture of Wooden Containers
- C501990 Manufacture of other products of wood
- C801060 Synthetic Rubber Manufacturing
- C801100 Synthetic Resin and Plastic Manufacturing
- C802200 Coating, Paint, Dye and Pigment Manufacturing
- C805010 Manufacture of Plastic Sheets, Pipes and Tubes
- C805030 Plastic Daily Necessities Manufacturing
- C805050 Industrial Plastic Products Manufacturing
- C805060 Plastic Leathers Products Manufacturing
- C805070 Reinforced Plastic Products Manufacturing
- C805990 Other Plastic Products Manufacturing
- C901070 Cutting, Shaping and Finishing of Stone
- CA01030 Iron and Steel Casting
- CA01090 Aluminum Casting
- CA01100 Aluminum Rolling, Drawing and Extruding
- CA02010 Manufacture of Metal Structure and Architectural Components
- CA02030 Screw, Nut and Rivet Manufacturing
- CA02040 Spring Manufacturing
- CA02060 Metal Containers Manufacturing
- CA02090 Metal Wire Products Manufacturing
- CA02990 Other Metal Products Manufacturing
- CB01010 Mechanical Equipment Manufacturing
- CB01990 Other Machinery Manufacturing
- CB01030 Pollution Controlling Equipment Manufacturing
- CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
- CC01110 Computer and Peripheral Equipment Manufacturing
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
- CC01040 Lighting Equipment Manufacturing
- CD01030 Motor Vehicles and Parts Manufacturing
- CD01040 Motorcycles and Parts Manufacturing
- CD01050 Bicycles and Parts Manufacturing
- CE01010 General Instrument Manufacturing
- CE01030 Optical Instruments Manufacturing
37
- CH01010 Sporting Goods Manufacturing
- CI01020 Rug and Felt Manufacturing
- CK01010 Footwear Manufacturing
- CN01010 Furniture and decoration manufacturing
- CP01010 Hand tool manufacturing
- CQ01010 Mold and Die Manufacturing
- CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
- F106020 Wholesale of Daily Commodities
- F113100 Wholesale of Pollution Controlling Equipments
- F113060 Wholesale of Measuring Instruments
- F213050 Retail Sale of Measuring Instruments
- F401010 International Trade
- H701040 Specific Area Development
- H701060 New Towns, New Community Development
- CC01060 Wired Communication Equipment and Apparatus Manufacturing
- CC01070 Wireless Communication Mechanical Equipment Manufacturing
- CC01080 Electronics Components Manufacturing
- CD01060 Aircraft and Parts Manufacturing
- CD01990 Other Transport Equipment and Parts Manufacturing
- E603050 Automatic Control Equipment Engineering
- F113110 Wholesale of Batteries
- F119010 Wholesale of Electronic Materials
- I101100 Aviation Consulting
- I301010 Software Design Services
- I301020 Data Processing Services
- JE01010 Rental and Leasing
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
Article 2-1: Where the Board of Directors consents, the Company may invest in other companies to the amount more than 40% of the paid-in capital.
Article 3: The Company sets up the head office in Taichung City and, if necessary, may establish branches domestically and overseas upon resolution of the Board of Directors.
Article 4: The public announcements of the Company are made in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 5: The Company has authorized capital of NT$3.8 billion in 380 million shares. Each share has a par value of NT$10. The Board of Directors is authorized to issue the shares over multiple offerings as deemed necessary to support business activities.
Article 6: The shares of the Company shall be registered and affixed with the signatures or personal seals of the director representing the Company, the shares of the Company may only be issued after being certified by the competent authority or a registration institution approved by the competent authority for the issuance thereof. The Company may be exempted from printing any share certificate for the shares issued, but shall register such issued shares with a centralized securities depository enterprise.
Article 7: The assignment, transfer, loss, damage, split, or exchange of the Company's shares or creation of pledge thereof shall be dealt with in accordance with the Company Act as well as related laws and regulations.
Article 8: The transfer of shares shall cease within 60 days prior to the convening date of an
38
annual shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders' Meeting
Article 9: There are annual and special shareholders' meetings. The annual shareholders' meeting is held by the Board of Directors within six months after the end of a fiscal year, while the special shareholders' meeting is held in accordance with applicable laws whenever necessary.
Article 9-1: The shareholders' meeting of the Company may be convened in the form of visual communication network or in other ways promulgated by the central competent authority.
Article 10: The date and place of and the reason for the convention shall be communicated to the shareholders thirty days prior to the convention of the annual shareholders' meeting and fifteen days prior to the convention of the special shareholders' meeting.
With the consent of the addressee, the meeting notice of the shareholders' meeting may be delivered in electronic form.
Article 11: Any shareholder who is unable to attend the shareholders' meeting in person for whatever reasons may appoint a proxy to attend the meeting by executing a power of attorney in accordance with Article 177 of the Company Act.
When a shareholder is unable to attend the shareholders' meeting in person for whatever reasons, the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" shall apply.
Article 12: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the vice chairman shall take his place; if there is no vice chairman or the vice chairman is on leave or for any reason unable to exercise the powers one of the directors shall be appointed by the Chairman to act as the chair. Where the Chairman does not make a designation, the remaining directors shall elect one among themselves to perform the Chairman's duties on his/her behalf.
If a shareholders' meeting is convened by a party with the convening power other than the Board of Directors, the chair shall be determined in accordance with Article 182-1 of the Company Act.
Article 13: Except as otherwise specified in laws and regulations, a shareholder of the Company shall be entitled to one vote for each share held.
Article 14: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act or other laws and regulations, be adopted by a majority vote of the shareholders present at the meeting who represent more than one-half of the total number of the issued shares. As specified by the competent authority, the shareholders may exercise their voting rights by electronic means. A shareholder who exercises his/her voting right by electronic means shall be deemed to have attended the shareholders' meeting in person. The relevant matters shall be handled according to the laws and regulations.
Article 15: 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 shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the meeting minutes shall be subject to the Company Act. The meeting minutes shall be retained in the Company together with the attendance book for the shareholders present at the meeting and the power of attorney of the proxy.
Chapter 4 Director and Audit Committee
Article 16: The Company assigns 5 to 9 directors that serve a term of three years. All the directors shall be elected from persons of adequate capacity during shareholders' meetings, and may be re-elected for consecutive terms. The number of directors shall include no fewer than
39
three independent directors that represent no less than one-fifth of the Board members. The election of the directors is held under the candidates nomination system specified in the Company Act. The matters related to the implementation of the system is subject to the Company Act, Securities and Exchange Act and related laws and regulations. After election, the Company may take out liability insurance for the directors upon resolution of the Board of Directors. The Company may pay remuneration to directors for their implementation of the Company’s duties regardless of the operating profit and loss. The Board of Directors is authorized to determine the remuneration for the directors based on their individual involvement in and contribution to the Company’s operations without exceeding the highest grade of the pay scale specified in the remuneration standard. If there are earnings, the Company may distribute it to remuneration pursuant to Article 25 of the Article of Incorporation.
Article 17: The Board consists of directors. A Chairman shall be elected among Board members at a Board meeting with more than two-thirds of directors present, and with the consent of more than half of all the directors present at the meeting, if necessary, directors can elect a vice chairman, and the chairman shall represent the company externally. The Board of Directors deal with all the matters of the Company pursuant to laws, regulations, Articles of Incorporation and the resolutions or the Shareholders’ meeting and Board meeting.
Article 18: The Board meeting shall be called by the Chairman. Except as otherwise specified by the Company Act or the Articles of Incorporation, the resolutions of the Board of Directors shall be adopted by a majority of the present directors at a meeting attended by more than half of all the directors. Any director who is unable to be present at the meeting in person for whatever reasons may appoint another director to attend the meeting on his/her behalf by issuing a proxy. The use of the proxy is subject to related laws and regulations.
For convention of a Board meeting, a notice shall be delivered to each director seven days prior to the commencement of the meeting. However, a Board meeting may be convened at any time in case of emergency.
The aforementioned notice for a Board meeting shall contain the reasons for the convention and may be effected in writing or by fax or e-mail.
Article 19: The duties and powers of the Board of Directors are as follows:
(1) Planning of business plans.
(2) Determination of earnings distribution
(3) Resolution of increase/decrease of capital.
(4) Review and approval of important regulations, rules and contracts.
(5) Appointment and dismissal of top managerial officers of the Company.
(6) Employment of advisors for the Company.
(7) Establishment and dissolution of branches.
(8) Review and approval of budges and final accounts.
(9) Review and approval of trading of properties and investment in other businesses.
(10) Decision on other significant matters.
Article 20: The Company’s Board of Directors may set up other functional committees in accordance with laws.
Article 21: Discussions at a Board meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the directors present at the meeting, and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be retained in the Company together with the attendance book for the shareholders present at the meeting and the power of attorney of the proxy.
Article 22: The Company has the Audit Committee set up in accordance with Article 14-4 of the Securities and Exchange Act. The Committee is comprised of all the independent directors and one of them acts as the convener. At least one of the Committee members shall be specialized in accounting or finance. The Audit Committee and its members exercise the power of supervision
40
pursuant to the Company Act, Securities and Exchange Act and other laws and regulations. Article 23: The Company may appoint manager officers. Their appointment, dismissal and remuneration shall be handled in accordance with the requirements of Article 29 of the Company Act.
Chapter 5 Accounting
Article 24: Upon close of each fiscal year, the Board of Directors shall prepare following documents and submit them to the annual shareholders’ meeting for ratification pursuant to statutory procedures:
(1) Business report.
(2) Financial statements.
(3) Earnings distribution or loss make-up proposal.
Article 25: Article 25: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no less than 1% as salary adjustment or remuneration distribution for grassroots employees. The amount allocated as remuneration for basic employees can be included in the employee remuneration allocation amount; and no higher than 5% as the remuneration to the directors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares (treasury or new shares) or cash may include those of the controlled or affiliated companies who meet certain criteria.
If there are earnings for a year, the Company shall first pay taxes and make up previous losses, followed by setting aside 10% of the earnings as legal reserve; however, no further provision is needed when legal reserve has accumulated to the same amount as the Company’s paid-in capital. A portion of the earnings shall be set aside as special reserve if this is required by the operations of the Company or laws and regulations. The remaining earnings, if any, shall be combined with the undistributed earnings at the beginning of the period, and the Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval.
Where all or part of the distributable dividends and bonuses are distributed in cash, the Board of Directors is authorized to adopt the distribution with more than two-thirds of the directors present at the meeting and with the consent of more than half of all attending directors, and report the distribution to the shareholders’ meeting.
Article 25-1: The Company’s dividend policy is adopted in consideration of the current and future development plans, investment environment, funding requirements and domestic and international competition status as well as the interests of the shareholders. The amount of dividends and bonuses allocated to shareholders shall not be less than 20% of the distributable earnings in a given year. Dividends and bonuses may be paid in shares or cash, and cash dividends shall not fall below 20% of total dividends allocated to shareholders.
Article 25-2: If the Company distributes the legal reserve (limited to the portion of the legal reserve which exceeds 25 percent of the paid-in capital may be distributed) and all or part of the capital reserve subject to the Company Act in cash, the Board of Directors is authorized to determine the distribution by a majority of the Directors at a meeting attended by two-thirds or more of the total number of Directors, and then report it to the shareholders’ meeting.
Chapter 6 Supplemental Provisions
Article 26: The organizational regulations of the Company and their enforcement rules shall be prescribed by the Board of Directors separately.
Article 27: The Company may provide guarantees to external parties if required by business.
Article 28: Any matters not specified in these Articles of Incorporation shall be governed by the Company Act and other laws and regulations.
Article 29: The Articles of Incorporation was established on April 13, 1973. They were submitted
41
to the competent authority and brought into force after being approved thereby and registered.
The 1st amendment was on December 26, 1975.
The 2nd amendment was on November 6, 1976.
The 3rd amendment was on May 18, 1978.
The 4th amendment was on May 20, 1980.
The 5th amendment was on January 15, 1982.
The 6th amendment was on March 10, 1982.
The 7th amendment was on December 10, 1983.
The 8th amendment was on January 16, 1984.
The 9th amendment was on April 30, 1984.
The 10th amendment was on July 5, 1985.
The 11th amendment was on September 1, 1987.
The 12th amendment was on August 1, 1989.
The 13th amendment was on October 4, 1989.
The 14th amendment was on May 25, 1990.
The 15th amendment was on April 18, 1991.
The 16th amendment was on January 10, 1992.
The 17th amendment was on March 25, 1992.
The 18th amendment was on March 27, 1993.
The 19th amendment was on April 19, 1994.
The 20th amendment was on June 9, 1995.
The 21st amendment was on May 30, 1996.
The 22nd amendment was on June 11, 1997.
The 23rd amendment was on June 5, 1998.
The 24th amendment was on June 9, 1999.
The 25th amendment was on June 21, 2000.
The 26th amendment was on June 26, 2002.
The 27th amendment was on May 20, 2005.
The 28th amendment was on June 14, 2006.
The 29th amendment was on June 13, 2007.
The 30th amendment was on June 19, 2008.
The 31st amendment was on June 29, 2010.
The 32nd amendment was on June 19, 2012.
The 33rd amendment was on May 31, 2016.
The 34th amendment was on June 18, 2020.
The 35th amendment was on May 30, 2023.
The 36th amendment was on May 30, 2024.
The 37th amendment was on May 22, 2025
Rexon Industrial Corp., Ltd.
Chairman: Wang Kuan-Hsiang
43
II. Rules of Procedure for Shareholders' Meeting
Rexon Industrial Corp., Ltd.
Rules of Procedure for Shareholders' Meeting
Appendix 2
I. Except as otherwise provided by law, the Company’s shareholders’ meetings are held in accordance with these Rules.
II. The Company shall furnish the attending shareholders with an attendance book to sign, or the attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares represented by the shareholders present at the meeting shall be calculated based on the attendance book or the submitted sign-in cards.
III. The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares.
IV. The venue for a shareholders’ meeting shall be the premises of the Company, or a place that is easily accessible to shareholders and is suitable for a shareholders’ meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m.
V. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the chairperson of the Board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson. If there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as the chair, or, if there are no managing directors, one of the directors shall be appointed to act as the chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. If a shareholders’ meeting is convened by a party with the power to convene but other than the Board of Directors, the convening party shall chair the meeting.
VI. The Company may appoint its attorneys, certified public accountants, or other related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
VII. The Company shall record with an audio or video tape the whole proceedings of the shareholders’ meeting, and said video or audio tape shall be kept for at least one year.
VIII. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of the issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. If the attending shareholders represent a majority of the total number of issued shares before the end of the meeting, the chair may resubmit the tentative resolution for a vote at the shareholders’ meeting pursuant to Article 174 of the Company Act.
IX. If a shareholders’ meeting is convened by the Chairman of the Board of Directors, the meeting agenda shall be set by the Board of Directors and the meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene but other than the Board of Directors. The chair may not declare the meeting adjourned before the completion of deliberation on the meeting agenda (including extraordinary motions) as set forth in the preceding two paragraphs, except by a resolution of the shareholders’ meeting. After the meeting is adjourned, no shareholders shall elect a chair and continue the
meeting at the same or a different place. However, in case the chair declares the meeting adjourned in violation of the Rules of Procedure, the shareholders present at the meeting may elect a chair with a majority of the voting rights and proceed with the meeting continuously.
X. Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her/their 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, the other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder who has the floor. Any unrestrained action shall be discouraged by the chair.
XI. 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 a shareholder speaks in contravention of the requirements in the previous sentence or beyond the scope of the subject, the chair may terminate his/her speech.
XII. When a juristic person is appointed to attend the shareholders’ meeting as a proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
XIV. 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.
XV. 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. The results of the voting shall be reported on the spot and recorded in the meeting minutes.
XVI. When a meeting is in progress, the chair may announce a break in consideration of the schedule.
XVII. Except as otherwise provided in the Company Act and in the Articles of Incorporation, the approval of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. The chair may ask for objections during the voting. A proposal shall be deemed adopted if there are no objections and the adoption shall have the same effect as voting.
XVIII. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal along 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.
XIX. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When the proctors (or the security personnel) help maintain order at the meeting place, they shall wear armbands bearing the word “Proctor.”
XX. These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
44
III. Director Election Procedure
Appendix 3
Rexon Industrial Corp., Ltd.
Director Election Procedure
Establishment date: June 18, 2020
Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3 The overall composition of the Board of Directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each Board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the Board as a whole are as follows:
- The ability to make judgments about operations.
- Accounting and financial analysis ability.
- Business management ability.
- Crisis management ability.
- Knowledge of the industry.
- An international market perspective.
- Leadership ability.
- Decision-making ability.
More than half of the directors shall be persons who have neither a spousal
45
relationship nor a relationship within the second degree of kinship with any other director.
Article 4 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 5 The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 6 The number of directors will be as specified in this Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 7 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
Article 8 Where the candidate has shareholder status, the voter shall indicate the account name and shareholder account number of the candidate in the candidate field on the ballot; in case the candidate does not have shareholder status, the name and identity certificate number of the candidate shall be indicated. However, in case the candidate is a government or corporate shareholder, the candidate field on the ballot shall be filled out with the name of the government or corporation, or such name together with the name of the representative. Where there are more than one representative, the names of the respective representatives shall be provided.
Article 9 A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by the Board of Directors.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- In case the candidate whose name is indicated on the ballot has shareholder status,
46
his/her account name or shareholder account number does not conform to the shareholder roster; in case the candidate whose name is indicated on the ballot does not have shareholder status, his/her name or identity certificate number is found nonconforming during the check.
-
Other texts are added in addition to the account name (name) or shareholder account number (identity certificate number) of the candidate and the distributed voting rights.
-
The name of the candidate provided is the same as the name of another shareholder and no shareholder account number of identity certificate number is provided for identification.
Article 10 The ballots shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the voting rights with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 11 The board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 12 The Procedure, and any amendments hereto, shall be implemented after approval by the shareholders’ meeting.
47
IV. Shareholding of Directors
Rexon Industrial Corp., Ltd.
Shareholding of Directors
Appendix 4
Base date: March 22, 2026
| Title | Name | Dated Elected | Shareholding up election | Current Shareholding | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Type | Number of shares | % In shares issued then | Type | Number of shares | % In shares issued then | ||||
| President | Wang Kuan-Hsiang | 2023.05.30 | Ordinary share | 3,750,178 | 2.07% | Ordinary share | 1,986,178 | 1.09% | |
| Director | Kun Forever Co., Ltd./Rep.: Wang Kuan-Chuan | 2023.05.30 | Ordinary share | 20,196,000 | 11.13% | Ordinary share | 26,369,472 | 14.53% | |
| Director | Huang Ching-Hsiang | 2023.05.30 | Ordinary share | 852,094 | 0.47% | Ordinary share | 800,094 | 0.44% | |
| Director | Chen Chun-Wei | 2023.05.30 | Ordinary share | 592,350 | 0.33% | Ordinary share | 592,350 | 0.33% | |
| Director | Kuo Pu-Chao | 2023.05.30 | Ordinary share | 10,000 | 0.01% | Ordinary share | 107,000 | 0.06% | |
| Director | Yang Ching-Chi | 2023.05.30 | Ordinary share | 0 | 0.00% | Ordinary share | 0 | 0.00% | |
| Independent director | Lee Cherng | 2023.05.30 | Ordinary share | 0 | 0.00% | Ordinary share | 0 | 0.00% | |
| Independent director | Wu Chwan-Chyuan | 2023.05.30 | Ordinary share | 0 | 0.00% | Ordinary share | 0 | 0.00% | |
| Independent director | Chen Li-Tsung | 2023.05.30 | Ordinary share | 0 | 0.00% | Ordinary share | 0 | 0.00% | |
| Total | 25,400,622 | 29,855,094 |
Total number of shares issued as of May 30, 2023: 181,473,500 shares
Total number of shares issued as of March 22, 2026: 181,473,500 shares
Note:
All the directors of the Company shall hold 10,888,410 shares as required by law. They held 29,855,094 shares up to March 22, 2026.
The Company has set up the Audit Committee and, thus, the shareholding of the supervisors required by law is not applicable.
☑ Shares held by the Independent directors are not included in the number of shares held by directors.
48