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ROEC — AGM Information 2026
Apr 26, 2026
52519_rns_2026-04-26_684b05e2-8e9e-4c93-971c-d1779e130309.pdf
AGM Information
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Stock Code: 6176
Radiant Opto-Electronics Corporation
2026 Annual General Shareholders' Meeting
Meeting Handbook

Time: May 27, 2026
Location: B1, No. 2, Central 2nd Rd., Qianzhen Dist., Kaohsiung City, Taiwan (R.O.C.)
This meeting agenda of English version is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Table of Contents
- Meeting procedures... Page 01
- Meeting agenda... Page 02
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Announcements... Page 04
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Report 1: The Company's 2025 Business Report
- Report 2: The Audit Committee's Review Report on the Company's 2025 Final Statements
- Report 3: The Company's 2025 Distribution of Bonus to Directors and Employees
- Report 4: The Company’s distribution of 2025 remuneration to directors
- Report 5: The Company's 2025 earnings distribution in cash dividends
- Report 6: The Company's execution of treasury share repurchase
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Report 7: Subsidiary NIL Technology ApS's execution of the rectification plan for loaning of funds exceeding the limit
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Proposals... Page 11
- Item 1: Recognition of the 2025 Business Report and Financial Report
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Item 2: Recognition of the 2025 Earnings Distribution
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Discussions... Page 12
- Item 1: The Company's proposed capital reduction with cash payment and refund of cash to shareholders
- Item 2: The Company's proposed private placement of common shares
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Item 3: Discussion of amendments to certain provisions in the Procedures for Financial Derivatives Transactions
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Extempore Motions... Page 25
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Attachments
- Business Report... Page 26
- Audit Committee's Review Report... Page 28
- CPA Audit Report and the 2025 Financial Statements... Page 29
- CPA Audit Report and the 2025 Consolidated Financial Statements... Page 37
- Table of remuneration for directors in 2025... Page 45
- Profit Distribution Table... Page 46
- Table of Amendments to the Procedures for Financial Derivatives Transactions... Page 48
Table of Contents
- Appendices
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- Shareholdings of All Directors... Page 58
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- Articles of Incorporation... Page 59
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- The Rules of Procedure for Shareholders Meetings... Page 66
Radiant Opto-Electronics Corporation 2026 Annual General Shareholders' Meeting
☐ Meeting procedures
Chapter 1. Calling the Meeting to Order
Chapter 2. Chairman Remarks
Chapter 3. Announcements
Chapter 4. Proposals
Chapter 5. Discussions
Chapter 6. Extempore Motions
Chapter 7. Meeting Adjourned
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Radiant Opto-Electronics Corporation 2026 Annual General Shareholders' Meeting
Meeting Agenda
Time: 9:30 am, Wednesday, May 27, 2026
Convening method: A shareholders’ meeting physically in a face-to-face fashion
Location: B1, No. 2, Central 2nd Rd., Qianzhen Dist., Kaohsiung City, Taiwan (R.O.C.)
Chapter 1. Calling the Meeting to Order
Chapter 2. Chairman Remarks
Chapter 3. Announcements
- Report 1: The Company's 2025 Business Report
- Report 2: The Audit Committee's Review Report on the Company's 2025 Final Statements
- Report 3: The Company's 2025 Distribution of Bonus to Directors and Employees
- Report 4: The Company’s distribution of 2025 remuneration to directors
- Report 5: The Company's 2025 earnings distribution in cash dividends
- Report 6: The Company's execution of treasury share repurchase
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Report 7: Subsidiary NIL Technology ApS's execution of the rectification plan for loaning of funds exceeding the limit
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Chapter 4. Proposals
Item 1: Recognition of the 2025 Business Report and Financial Report
Item 2: Recognition of the 2025 Earnings Distribution
Chapter 5. Discussions
Item 1: The Company's proposed capital reduction with cash payment and refund of cash to shareholders
Item 2: The Company's proposed private placement of common shares
Item 3: Discussion of amendments to certain provisions in the Procedures for Financial Derivatives Transactions
Chapter 6. Extempore Motions
Chapter 7. Meeting Adjourned
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Announcements
Report 1:
by the Board of Directors
Subject: The Company's 2025 Business Report
Explanation: Please refer to pages 26 to 27 of Attachment 1 for the 2025 Business Report.
Report 2:
by the Board of Directors
Subject: The Audit Committee's review report on the Company's 2025 final statements
Explanation: Please refer to pages 28 to 44 of Attachment 2-4 for the Company's 2025 final statements, certified by CPAs and reviewed by the Audit Committee.
Report 3:
by the Board of Directors
Subject: The Company's 2025 distribution of bonuses to directors and employees
Explanation:
- The Company’s pre-tax profit for 2025, prior to the distribution of bonuses to directors and employees, was NT$6,157,254,631. In accordance with Article 29 of the Company’s Articles of Incorporation, bonuses to directors and employees were to be distributed in the amounts of NT$66,940,468 and NT$535,523,744, respectively, representing 1.09% and 8.70% of the aforementioned pre-tax profit, respectively, and were paid in cash. Of the employee remuneration, 20%, or NT$107,104,749, was allocated as
remuneration for non-executive employees, while the remaining NT$428,418,995 was allocated as remuneration for other employees. The identification of non-executive employees is handled by the Company in accordance with the criteria established pursuant to relevant laws and regulations, and is subject to periodic review and evaluation. The proposed amounts of bonuses to directors and employees are consistent with the amounts estimated on the books for 2025.
- This item has been reviewed and approved by the Remuneration Committee and the Board of Directors on February 25, 2026.
Report 4: by the Board of Directors
Subject: The Company’s distribution of 2025 remuneration to directors
Explanation:
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The remuneration policy, system, standard, and structure of the Company's directors and independent directors, and the relevance of their remuneration amounts to their responsibilities, risks, time contributed, and other factors are described as follows: The Company’s distribution of 2025 remuneration to directors will be determined by the Remuneration Committee after taking into consideration the overall performance of the Company’s Board of Directors, the Company’s business performance, the Company’s future operations and risk appetite, and the directors’ participation in the Company’s operations and the value of their contributions.
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The remuneration for directors includes travel expenses and director remuneration. Travel expenses of NT$10,000 are paid for each attendance at Board of Directors meetings. According to Article 29 of the Company's Articles of Incorporation, if the Company is profitable during a fiscal year, no more than 3% of the profits should be allocated as remuneration to the directors, and 5% to 10% of the profits as compensation to the employees, with no less than 20% of the allocated employee remuneration to be distributed to non-executive employees. Amounts shall first be reserved to cover the Company's accumulated losses. The remuneration of directors is based on their participation in the Company's operations, contribution value, and the weight of the board seats they hold, and reasonable remuneration is determined with reference to domestic and foreign industry standards. Relevant performance appraisal and the reasonableness of remuneration are approved by the Remuneration Committee and reviewed by the Board of Directors. On February 25, 2026, the Board of Directors resolved that the director remuneration for the current year be distributed in the amount of NT$66,940,468.
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Please refer to page 45 of Attachment 5 for the table of remuneration for directors in 2025.
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by the Board of Directors
Report 5:
Subject: The Company's 2025 earnings distribution in cash dividends
Explanation:
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According to Article 29 of the Articles of Incorporation, the Board of Directors is authorized to distribute dividends and bonuses, in whole or in part, in cash, and to report the action to the shareholders' meeting.
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The Company set aside NT$1,610,844,421 from its distributable earnings for 2025 to pay cash dividends to shareholders. Based on the 460,241,263 common shares eligible for dividend distribution as of February 25, 2026 (after deducting repurchased treasury shares), the cash dividend was set at NT$3.50 per share. The Company authorized the Chairman to determine the ex-dividend and payment dates.
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The cash dividend is calculated and rounded down to the nearest dollar according to the dividend distribution ratio. The Chairman is authorized to handle the aggregate fractional amount of less than NT$1 accordingly.
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The ex-dividend record date for these cash dividends was set for June 7, 2026. The share transfer suspension period was from June 3 to June 7, 2026. The payment date for the cash dividends was June 30, 2026.
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If, thereafter, the number of the Company's issued and outstanding shares is affected due to the repurchase of the Company's shares, the transfer or cancellation of treasury shares, or other statutory factors, and it becomes necessary to adjust the shareholders' dividend distribution ratio, the Chairman is fully authorized to handle the matter accordingly.
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Report 6:
by the Board of Directors
Subject: The Company's execution of treasury share repurchase
Explanation: The execution of treasury share repurchase is as follows:
| Repurchase Period | Second |
|---|---|
| Board Resolution Date | 2025/4/10 |
| Purpose of Repurchase | To transfer shares to employees |
| Scheduled Repurchase Period | 2025/04/11~2025/6/10 |
| Upper Limit of Total Amount of Repurchased Shares | NT$27,434,270,058 |
| Types and Numbers of Shares Scheduled for Repurchase | 10,000,000 common shares |
| Scheduled Repurchase Price Range | NT$107.00~190.00; if the Company's share price falls below the lower limit of the price range, the repurchase will continue. |
| Actual Repurchase Period | 2025/04/18~2025/06/04 |
| Types and Numbers of Shares Repurchased | 4,786,000 common shares |
| Amount of Shares Repurchased | NT$706,494,595 |
| Average Repurchase Price per Share | NT$147.62 |
| Ratio of Number of Shares Repurchased to Scheduled Repurchase Quantity (%) | 47.86% |
| Number of Shares Canceled and Transferred | 0 common shares |
| Cumulative Number of Shares Held by the Company | 4,786,000 shares |
| Cumulative Number of the Company Shares Held as a Percentage of Total Issued Shares (%) | 1.03% |
|---|---|
| Result of Execution of the Share Repurchase | Not fully executed upon expiration of the period |
| Reason Why the Repurchase Was Not Fully Executed | The Company adopted a phased repurchase strategy based on changes in share price and trading volume; therefore, the repurchase was not fully executed. |
Report 7:
by the Board of Directors
Subject: Subsidiary NIL Technology ApS's execution of the rectification plan for loaning of funds exceeding the limit
Explanation:
- The Company acted in accordance with the FSC's letter No. 1150337283 dated March 30, 2026, and completed the announcement of material information on the Market Observation Post System on April 9, 2026.
- The Company resolved at the meetings of the Audit Committee and the Board of Directors on April 1, 2026, to approve the rectification plan for loaning of funds exceeding the limit of NIL Technology ApS. In accordance with the letter's requirements, the Company urged the subsidiary to implement the rectification plan, to disclose the execution status on a quarterly basis, and to submit quarterly reports to the Company's Board of Directors for ongoing
monitoring. The execution status was reported at this shareholders' meeting.
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NIL Technology ApS has exceeded the lending limit for loans of funds to its subsidiaries, NILT Switzerland GmbH and NILT SINGAPORE PTE. LTD. The rectification plan proposes that the Company's subsidiary, RADIANT OPTO-ELECTRONICS (SINGAPORE) PTE. LTD., will plan to loan EUR 4.6 million to NILT Switzerland GmbH by June 30, 2026, for the purpose of repaying its outstanding loan from NIL Technology ApS, thereby improving the situation of exceeding the lending limit.
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Proposals
Item 1:
by the Board of Directors
Subject: Recognition of the 2025 Business Report and Financial Report
Explanation:
1. The Company's 2025 business report and financial report were reviewed and adopted by the Audit Committee and Board of Directors on February 25, 2026. Please refer to pages 26 to 44 of Attachment 1-4 for the written review report.
2. Please approve.
Resolution:
Item 2:
by the Board of Directors
Subject: Recognition of the 2025 Earnings Distribution
Explanation:
1. The Company’s 2025 Earnings Distribution was approved by the Board of Directors on February 25, 2026, and has been submitted to the Audit Committee for review. Please refer to page 46 to 47 of Attachment 6.
2. Please approve.
Resolution:
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Discussions
Item 1: by the Board of Directors
Subject: The Company's proposed capital reduction with cash payment and refund of cash to shareholders, submitted for resolution.
Explanation:
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In order to optimize the Company's capital structure and increase the return on equity, it is proposed to conduct capital reduction with cash payment and refund cash to shareholders.
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The proposed capital reduction with cash payment is NT$1,162,568,160, and 116,256,816 shares will be canceled. Based on the Company's current total issued shares of 465,027,263 common shares, the capital reduction ratio is approximately 25%, and the cash refund per share is approximately NT$2.5, rounded down to the nearest NT dollar. After the capital reduction, the paid-in capital will be NT$3,487,704,470, representing 348,770,447 shares. However, the paid-in capital after the capital reduction and the actual capital reduction ratio shall be calculated based on the total number of issued shares as of the record date for replacement of shares upon capital reduction.
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Based on the aforementioned total number of issued shares, approximately 250 shares will be reduced for every 1,000 shares (i.e. every 1,000 shares will be replaced with approximately 750 shares). For fractional shares of less than one share resulting from the capital reduction, shareholders may, during the period from five days before the book closure date for the capital reduction and
replacement of shares to one day before the book closure date, request the Company's stock affairs agent to combine such fractional shares into whole shares. Any remaining fractional shares that are still less than one share after combination shall be paid in cash based on the closing price on the last trading day on the centralized stock exchange market prior to the record date for replacement of shares upon capital reduction, calculated proportionally and rounded down to the nearest dollar (amounts less than NTD 1 are discarded). The Chairman is authorized to contact specific persons to purchase such fractional shares at such closing price.
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The new shares to be issued for replacement in this capital reduction with cash payment will be issued on a non-physical basis, and their rights and obligations shall be the same as those of the original shares. After the capital reduction plan is approved by the shareholders' meeting and becomes effective upon filing with and approval by the competent authority, the Chairman shall be authorized to separately draw up the implementation plan for capital reduction and replacement of shares, and to determine the record date for capital reduction, the record date for replacement of shares upon capital reduction, and other related matters.
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Before the record date for this capital reduction with cash payment, if there is any change in the Company's share capital that affects the number of outstanding shares, resulting in the need to adjust the capital reduction ratio and the amount of cash refunded per share, or if this capital reduction plan
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needs to be amended due to amendments to laws or regulations, instructions from the competent authority, or in response to other changes in objective circumstances, it is proposed that the shareholders' meeting authorize the Chairman to have full authority to handle and make any necessary adjustments to such matters.
- According to the letter dated March 19, 2026, from the Securities and Futures Investors Protection Center, the details are as follows:
(1) Reasons, necessity, and rationality for this capital reduction with cash payment:
The Company has maintained stable profitability over the long term. For 2025, the net profit after tax of the consolidated financial statements amounted to NT$4,343,421 thousand. As of December 2025, unappropriated earnings totaled NT$19,575,874 thousand, and the debt ratio was 47.58%, indicating that the Company's overall financial structure remains sound. As of December 31, 2025, cash and cash equivalents on hand amounted to NT$34,687,934 thousand. The Company maintains a positive outlook on future operations and continues to develop steadily, with ample internal funds available. In summary, the Board of Directors resolved on February 25, 2026 to proceed with a 25% capital reduction with cash payment and refund of cash to shareholders. This action aims to optimize the capital structure and enhance return on equity, and is considered necessary and reasonable.
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(2) The source of funds for the proposed capital reduction with cash payment, and the impact of such capital reduction on the Company's financial position, normal business operations, and the stability of its capital structure:
The amount of this capital reduction with cash payment is NT$1,162,568 thousand, which will be funded primarily by the Company's internal funds. As of December 31, 2025, the Company's cash and cash equivalents in the consolidated financial statements amounted to NT$34,687,934 thousand, which is sufficient to meet the funding needs of this capital reduction with cash payment. After taking into account the expected dividend distribution and the cash outflow from this capital reduction, the remaining cash and cash equivalents will be NT$31,914,522 thousand (= NT$34,687,934 thousand - NT$1,610,844 thousand - NT$1,162,568 thousand). Therefore, this capital reduction with cash payment will not affect the Company's future operations or investment plans.
(3) Whether the Company has any plan to conduct capital raising or issue bonus shares without consideration in the current shareholders' meeting year and the following year, and the necessity and reasonableness thereof: The Company plans to propose at this shareholders' meeting a private placement of common shares for the purpose of introducing strategic investors and strengthening the Company's long-term operations and
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business development. The Company plans, at an appropriate time, to issue new common shares through cash capital increase by way of private placement. The total number of privately placed common shares is expected not to exceed 38,000,000 shares, and shall be processed in one to three installments within one year from the date of the shareholders' meeting resolution on this private placement proposal. At present, no specific place has been identified. This proposal is being submitted to the shareholders' meeting for approval in advance. In comprehensive consideration of capital market conditions, issuance costs, the timeliness and feasibility of fundraising through private placement, and the restriction that privately placed shares may not be freely transferred for three years, a private placement may better ensure and strengthen a closer long-term cooperative relationship with strategic partners. Accordingly, the Company does not intend to adopt a public offering and instead proposes to issue new shares through cash capital increase by way of private placement, which is considered necessary and reasonable. Other than the aforementioned private placement of common shares, the Company had no plans to issue new shares free of charge within the next one-year period.
(4) According to the information disclosed on the Market Observation Post System, the Company's 2025 parent company only financial statement's net income after tax was NT$4,343,421 thousand, while the statement of
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cash flows showed a net cash outflow of NT$2,628,945 thousand, and the sources of funds for this capital reduction with cash payment, the decision-making considerations, and the reasons for adjustments in business strategy are explained as follows:
The statement of cash flows for 2025 showed a net outflow of NT$2,628,945 thousand, primarily because acquisition consideration was paid in 2025. This capital reduction with cash payment was primarily funded with the Company's own funds. Prior to resolving to proceed with the capital reduction with cash payment, the Board of Directors had comprehensively evaluated the Company's future operational development plans, expected cash flows, return on equity targets, and overall market funding conditions. It concluded that implementing a 25% capital reduction with cash payment would effectively optimize the capital structure and enhance return on equity, while ensuring that the Company retains sufficient working capital and financial flexibility for future operations. Overall, this capital reduction was a financial optimization decision and did not change the Company's established core operational strategy or its medium- to long-term development direction.
Resolution:
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by the Board of Directors
Subject: The Company's proposed private placement of common shares, submitted for resolution.
Explanation:
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To introduce strategic investors and strengthen the Company's long-term operations and business development, the Company plans, at an appropriate time and in accordance with Article 43-6 of the Securities and Exchange Act, to issue new common shares through cash capital increase by way of private placement (the "private placement of common shares"). The total number of privately placed common shares is expected not to exceed 38,000,000 shares, with a par value of NT$10 per share, and shall be carried out in one to three installments within one year from the date of the shareholders' meeting resolution on this private placement proposal.
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According to Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, the matters to be explained are as follows:
(1) Basis for determination of the private placement price and its reasonableness:
A. The subscription price per share for this private placement of common shares shall be set at no less than 80% of the higher of the following two reference prices calculated before the price determination date:
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a. The simple average closing price of the Company's common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction; or
b. The simple average closing price of the Company's common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
B. The actual price determination date and the actual private placement price shall be decided by the Board of Directors, within the range approved by the shareholders' meeting and based on the above pricing basis, taking into account the future status of arrangements with specific persons and market conditions.
C. The pricing of this private placement is conducted in accordance with the Directions for Public Companies Conducting Private Placements of Securities, and taking into account the Company's future prospects as well as the strict restrictions on the timing, counterparties and volume of transfer of the privately placed securities, and the fact that the privately placed common shares may not be applied for listing within three years, resulting in relatively low liquidity. Therefore, the pricing of this private placement should be reasonable and is not expected to have any material impact on shareholders' rights and interests.
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(2) Method for selecting specific persons:
A. The placees for this private placement of common shares shall be limited to persons selected in compliance with Article 43-6 of the Securities and Exchange Act and the relevant interpretive rulings, and shall further be limited to strategic investors capable of expanding the Company's business.
B. The proposed placees shall be strategic investors:
a. Method and purpose of selecting places: In response to the Company's needs for long-term operations and business development, priority will be given to persons who can directly or indirectly benefit the Company's future operations and help the Company expand its business and product markets, strengthen customer relationships, enhance product development and integration efficiency, or enhance technology, and who also identify with the Company's business philosophy as strategic investors.
b. Necessity: The purpose of selecting the places in this private placement is to introduce strategic investors and strengthen long-term cooperative relationships with strategic partners. Through strategic investors, the Company may enhance its long-term competitiveness and operating performance. Therefore, this private placement is necessary.
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c. Expected benefits: Through the advantages of strategic investors in management experience, product technology, and know-how, as well as assistance in business development and market expansion, the private placement is expected to help reduce operating costs and expand the Company's business scope, thereby improving the Company's future operating performance.
C. No placee has been finalized at this time.
(3) Reasons why the private placement is necessary:
A. Reasons for not adopting a public offering: In consideration of capital market conditions, issuance costs, the timeliness and feasibility of fundraising by way of private placement, and the restriction that privately placed shares may not be freely transferred for three years, a private placement may better ensure and strengthen closer long-term cooperative relationships with strategic partners. Accordingly, the Company does not intend to adopt a public offering and instead proposes to issue new shares through cash capital increase by way of private placement.
B. Number of shares to be privately placed: The total number of this private placement of common shares shall not exceed 38,000,000 shares and shall be carried out in one to three installments within one year from the date of the shareholders' meeting resolution.
C. The intended use of funds and expected benefits for each installment
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of this private placement of common shares are as follows:
a. To be carried out in one installment
(a). Use of funds: To replenish working capital, repay bank borrowings, purchase fixed assets, and expand production capacity.
(b). Expected benefits: To reduce operating risk, strengthen the financial structure, and improve operating performance.
b. To be carried out in two installments
(a). Use of funds: To replenish working capital, repay bank borrowings, purchase fixed assets, and expand production capacity.
(b). Expected benefits: To reduce operating risk, strengthen the financial structure, and improve operating performance.
c. To be carried out in three installments
(a). Use of funds: To replenish working capital, repay bank borrowings, purchase fixed assets, and expand production capacity.
(b). Expected benefits: To reduce operating risk, strengthen the financial structure, and improve operating performance.
(4) No material change in control occurred within one year prior to the Board of Directors' resolution to conduct this private placement of common shares. In addition, the places of this private placement of common
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shares will be limited to strategic investors and are expected to be beneficial to the Company's business development. When the Company selects placees for this private placement of common shares in the future, the principle will be that no material change in control shall occur within one year from the date of delivery of such privately placed common shares.
(5) Other matters to be specified:
A. The rights and obligations of the common shares to be privately placed in this case are in principle the same as those of the Company's existing issued common shares. However, pursuant to Article 43-8 of the Securities and Exchange Act, except for transfers to the persons and under the conditions specified in said article, the privately placed common shares may not be freely transferred within three years from the date of delivery. After three years from the date of delivery of the privately placed common shares, the Company shall in accordance with the Securities and Exchange Act and other applicable regulations first obtain from the Taiwan Stock Exchange a letter of approval for compliance with listing standards, and then file with the competent authority for retroactive public issuance and listing and trading.
B. The main contents of this private placement plan for common shares, except for the percentage basis for pricing, including the actual number of shares to be privately placed, the actual private placement price, the selection of places, the record date, issuance terms, the
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purposes and progress of use of funds for each project, the expected benefits, and all other matters relating to this private placement plan, are proposed to be authorized to the Board of Directors by the shareholders' meeting for adjustment, determination and implementation in accordance with market conditions. In the event of any changes in laws or regulations or requirements of the competent authority, or based on operational assessment or objective needs for changes in the future, the Board of Directors shall also be fully authorized to handle such matters.
C. In addition to the above authorization, it is proposed to seek authorization from the shareholders' meeting for the Chairman to represent the Company in signing, negotiating and amending all contracts and documents relating to this private placement of common shares, and to handle all matters necessary for this private placement of common shares on behalf of the Company.
Resolution:
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by the Board of Directors
Subject: Discussion of amendments to certain provisions in the Procedures for Financial Derivatives Transactions, submitted for resolution.
Explanation:
1. To meet practical operational needs, the Company intends to amend the Procedures for Financial Derivatives Transactions to comply with applicable requirements.
2. The comparison table of the amendment and the original as shown in Attachment 7 on pages 48 to 57 is submitted for resolution.
Resolution:
☐ Extempore Motions
☐ Meeting adjourned
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□Attachment 1
Radiant Opto-Electronics Corporation 2025 Business Report
I. Implementation Results of Operation Plan
The consolidated operating revenues for 2025 is NT$48,783,247 thousand, gross profit is NT$10,441,621 thousand, operating expenses are NT$4,798,660 thousand, profit before income tax is NT$6,498,834 thousand, income tax expenses are NT$2,155,413 thousand, and net profit is NT$4,343,421 thousand.
Unit: NT$ thousands
| Item | 2025 | 2024 | Difference (%) |
|---|---|---|---|
| Operating revenues | 48,783,247 | 51,633,070 | -5.52 |
| Operating costs | 38,341,626 | 40,934,086 | -6.33 |
| Gross profit | 10,441,621 | 10,698,984 | -2.41 |
| Operating expenses | 4,798,660 | 4,126,921 | 16.28 |
| Net operating income | 5,870,882 | 6,719,354 | -12.63 |
| Non-operating income and expenses | 627,952 | 3,488,721 | -82.00 |
| Profit before income tax | 6,498,834 | 10,208,075 | -36.34 |
II. The analysis of consolidated financial revenue, cost and profitability
Unit: NT$ thousands
| Item | 2025 | 2024 | ||
|---|---|---|---|---|
| Financial Revenue and Cost | Operating revenues | 48,783,247 | 51,633,070 | |
| Operating costs | 38,341,626 | 40,934,086 | ||
| Net profit | 4,343,421 | 7,266,859 | ||
| Profitability | Return on total assets (%) | 6.87 | 11.76 | |
| Return on equity (%) | 11.79 | 20.15 | ||
| Ratio to capital (%) | Net operating income | 126.25 | 144.49 | |
| Profit before income tax | 139.75 | 219.52 | ||
| Net profit ratio (%) | 8.90 | 14.07 | ||
| Earnings per share (NT$) | 9.40 | 15.63 |
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III. Research and Development status
Research and development expenditure in recent two years
Unit: NT$ thousands
| Year
Item | 2025 | 2024 |
| --- | --- | --- |
| R&D expenses | 2,956,882 | 2,474,204 |
| Operating revenues | 48,783,247 | 51,633,070 |
| Ratio (%) | 6.06 | 4.79 |
Chairman: Yu-Chao Wang
Manager: Yu-Chao Wang
Accounting Manager: Cheng-Jen Pan
□Attachment 2
Audit Committee’s Review Report
The Board of Directors prepared and submitted the Corporation’s 2025 Business Report, Consolidated and Individual Financial Statements, and proposal for earnings distribution. Financial Statements have been audited by KPMG Accounting Firm CPA Cheng-Lung, Hsu and CPA Yung-Hsiang, Chen and issued an audited report accordingly. The Business Report, Financial Statements, and proposal for earnings distribution have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14.4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Radiant Opto-Electronics Corporation
Convener of the Audit Committee:

February 25, 2026
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□Attachment 3
Independent Auditors' Report
To the Board of Directors RADIANT OPTO-ELECTRONICS CORPORATION:
Opinion
We have audited the financial statements of RADIANT OPTO-ELECTRONICS CORPORATION (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material 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 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 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) “Revenue” and Note 6(t) “Revenue from contracts with customers” to the financial statements.
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Description of Key Audit Matter:
The main source of revenue of the Company is the sales of backlight modules. Revenue recognition is the main operating activity of the Company, and various terms of trade demand judgments for determining the timing when satisfying performance obligation by transferring control of a good to a customer, which resulting in significant risk for revenue recognition. Therefore, revenue recognition has been identified as a key audit matter while conducting our audit on the financial statements of the Company.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principle audit procedures included evaluating and testing the design and effectiveness of the Company’s related internal control on revenue recognition; performing test of details for certain selected samples, reviewing the terms of trade and assessing whether the timing of revenue recognition is consistent with satisfaction of performance obligation from sales orders condition is satisfied in the orders; evaluating whether the revenue is recorded in the appropriate period for a selected period of time before and after the balance sheet date; searching for significant subsequent sales return and allowance.
- Evaluation on impairment on goodwill included in the investment in subsidiaries
For the accounting policy on non-financial asset impairment, please refer to Note 4(m) in the financial statements. For the explanation of the uncertainty in accounting estimates and assumptions of evaluation on goodwill impairment, please refer to Note 5 in the financial statements. For the details about evaluation on goodwill impairment, please refer to Note 6(g).
Description of Key Audit Matter:
The Company’s goodwill arising from acquisition of subsidiaries was included into the carrying amount of the investment under equity method in the parent company only financial statements, which should be tested for impairment periodically each year or should be tested when there is an indication of impairment. As the evaluation on the recoverable amount of the CGU to which the goodwill belongs might involve multiple assumptions and estimates of the management, the valuation on goodwill impairment has been identified as a key audit matter while conducting our audit on the financial statements of the Company.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principle audit procedures include evaluating on the reasonableness of the valuation method and important assumptions adopted by the management to measure the recoverable amount; reviewing on whether the Company has disclosed the information about evaluation on goodwill impairment adequately.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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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.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the 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 financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
-
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements 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 Cheng-Lung, Hsu and Yung-Hsiang, Chen.
KPMG
Taipei, Taiwan (Republic of China)
February 25, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
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(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
RADIANT OPTO-ELECTRONICS CORPORATION
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current assets: | ||||
| Cash and cash equivalents (note 6(a)) | $ 1,643,669 | 3 | 4,272,614 | 8 |
| Current financial assets at fair value through profit or loss (note 6(b)) | 844 | - | - | - |
| Accounts receivable, net (note 6(d)) | 3,656,031 | 6 | 4,434,365 | 8 |
| Accounts receivable due from related parties, net (notes 6(d) and 7) | 1,328,907 | 2 | 948,769 | 2 |
| Other receivables (note 6(e)) | 1,995,260 | 4 | 4,003,425 | 7 |
| Other receivables due from related parties, net (notes 6(e) and 7) | 1,643,970 | 3 | 1,459,739 | 3 |
| Current tax assets | 431,647 | 1 | 131,620 | - |
| Inventories, net (note 6(f)) | 395,606 | 1 | 342,546 | - |
| Other current assets (notes 6(k) and 7) | 374,594 | 1 | 132,775 | - |
| Other current financial assets (notes 6(l) and 8) | - | - | 500,000 | 1 |
| Total current assets | 11,470,528 | 21 | 16,225,853 | 29 |
| Non-current assets: | ||||
| Non-current financial assets at fair value through profit or loss (note 6(b)) | 941,130 | 2 | 818,385 | 1 |
| Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 256,853 | - | 403,201 | 1 |
| Investments accounted for using equity method, net (notes 6(g) and 7) | 41,509,376 | 75 | 37,635,130 | 68 |
| Property, plant and equipment (notes 6(h) and 9) | 1,339,592 | 2 | 411,651 | 1 |
| Right-of-use assets (note 6(i)) | 56,493 | - | 36,475 | - |
| Intangible assets (note 6(j)) | 15,098 | - | 62,033 | - |
| Deferred tax assets (note 6(q)) | 31,186 | - | 22,686 | - |
| Refundable deposits | 15,462 | - | 15,532 | - |
| Other non-current financial assets (notes 6(l) and 8) | 23,700 | - | 19,700 | - |
| Other non-current assets (note 6(k)) | 134,071 | - | 44,250 | - |
| Total non-current assets | 44,322,961 | 79 | 39,469,043 | 71 |
| Total assets | $ 55,793,489 | 100 | 55,694,896 | 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||
| --- | --- | --- | --- | --- |
| Amount | % | Amount | % | |
| Current liabilities: | ||||
| Short-term borrowings (note 6(m)) | $ 4,000,000 | 7 | - | - |
| Current financial liabilities at fair value through profit or loss (note 6(b)) | 2,777 | - | - | - |
| Accounts payable | 4,145,243 | 7 | 4,532,560 | 8 |
| Accounts payable to related parties (note 7) | 1,487,677 | 3 | 2,330,062 | 4 |
| Other payables (note (g)) | 5,242,108 | 9 | 5,460,105 | 10 |
| Other payables to related parties (note 7) | 391,353 | 1 | 1,339,673 | 2 |
| Current tax liabilities | 1,685,488 | 4 | 1,397,807 | 3 |
| Current lease liabilities (note 6(o)) | 9,142 | - | 7,329 | - |
| Other current liabilities | 219,533 | - | 226,373 | - |
| Total current liabilities | 17,183,321 | 31 | 15,293,909 | 27 |
| Non-Current liabilities: | ||||
| Long-term borrowings (note 6(n)) | 1,220,000 | 2 | - | - |
| Deferred tax liabilities (note 6(q)) | 1,448,162 | 3 | 2,506,814 | 5 |
| Non-current lease liabilities (note 6(o)) | 48,564 | - | 30,419 | - |
| Net defined benefit liability—non-current (note 6(p)) | 5,087 | - | 61,857 | - |
| Guarantee deposits | 15,573 | - | 400 | - |
| Total non-current liabilities | 2,737,386 | 5 | 2,599,490 | 5 |
| Total liabilities | 19,920,707 | 36 | 17,893,399 | 32 |
| Equity attributable to owners of parent (note 6(r)): | ||||
| Capital stock | 4,650,273 | 8 | 4,650,273 | 8 |
| Capital surplus | 4,726,033 | 8 | 4,726,025 | 8 |
| Retained earnings: | ||||
| Legal reserve | 8,344,978 | 15 | 7,616,913 | 14 |
| Special reserve | 1,816,441 | 3 | 2,650,609 | 5 |
| Unappropriated retained earnings | 19,575,874 | 35 | 19,974,118 | 36 |
| 29,737,293 | 53 | 30,241,640 | 55 | |
| Other equity interest | (2,534,416) | (4) | (1,816,441) | (3) |
| Treasury shares | (706,401) | (1) | - | - |
| Total equity | 35,872,782 | 64 | 37,801,497 | 68 |
| Total liabilities and equity | $ 55,793,489 | 100 | 55,694,896 | 100 |
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
RADIANT OPTO-ELECTRONICS CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Operating revenues (notes 6(t) and 7) | $ 30,283,871 | 100 | 29,232,647 | 100 |
| Operating costs (notes 6(f)(p)(u), 7 and 12) | 25,831,849 | 85 | 26,274,489 | 90 |
| Gross profit | 4,452,022 | 15 | 2,958,158 | 10 |
| Less: Unrealized profit (loss) from sales (note 7) | 11,709 | - | 14,781 | - |
| Add: Realized profit (loss) from sales (note 7) | 14,781 | - | 11,175 | - |
| Gross profit | 4,455,094 | 15 | 2,954,552 | 10 |
| Operating expenses (notes 6(d)(p)(u), 7 and 12): | ||||
| Selling expenses | 80,219 | - | 214,034 | 1 |
| General and administrative expenses | 578,155 | 2 | 663,977 | 2 |
| Research and development expenses | 1,255,442 | 4 | 1,223,690 | 3 |
| Expected credit impairment loss (gain) | 24,226 | - | (7,846) | - |
| Total operating expenses | 1,938,042 | 6 | 2,093,855 | 6 |
| Other operating income and expenses (notes 6(v) and 7) | 190,202 | - | 137,484 | - |
| Net operating income | 2,707,254 | 9 | 998,181 | 4 |
| Non-operating income and expenses (notes 6(w) and 7): | ||||
| Interest income | 113,826 | - | 136,008 | - |
| Other income | 2,969 | - | 14,567 | - |
| Other gains and losses | (336,633) | (1) | 214,692 | 1 |
| Finance costs | (58,824) | - | (475) | - |
| Share of profit of subsidiaries accounted for using equity method | 3,126,198 | 10 | 7,268,474 | 25 |
| Total non-operating income and expenses | 2,847,536 | 9 | 7,633,266 | 26 |
| Profit before income tax | 5,554,790 | 18 | 8,631,447 | 30 |
| Less: income tax expenses (note 6(q)) | 1,211,369 | 4 | 1,364,588 | 5 |
| Profit | 4,343,421 | 14 | 7,266,859 | 25 |
| Other comprehensive income (note 6(p)(q)(r)): | ||||
| Items that will not be reclassified subsequently to profit or loss : | ||||
| Gains (losses) on remeasurements of defined benefit plans | 2,493 | - | 13,790 | - |
| Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 22,019 | - | 34,011 | - |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (2,101) | - | 6,802 | - |
| 26,613 | - | 40,999 | - | |
| Items that will be reclassified subsequently to profit or loss | ||||
| Exchange differences on translation of foreign financial statements | (709,570) | (2) | 806,959 | 3 |
| Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| (709,570) | (2) | 806,959 | 3 | |
| Other comprehensive income | (682,957) | (2) | 847,958 | 3 |
| Comprehensive income | $ 3,660,464 | 12 | 8,114,817 | 28 |
| Earnings per share (note 6(s)): | ||||
| Basic earnings per share (in New Taiwan Dollars) | $ | 9.40 | 15.63 | |
| Diluted earnings per share (in New Taiwan Dollars) | $ | 9.30 | 15.46 |
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(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
RADIANT OPTO-ELECTRONICS CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Ordinary shares | Capital surplus | Retained earnings | Total other equity interest | Treasury shares | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | through | |||||
| Balance at January 1, 2024 | $ 4,650,273 | 4,726,025 | 7,089,895 | 2,410,592 | 18,110,777 | (2,650,609) | 34,336,953 | |||
| Profit | - | - | - | - | 7,266,859 | - | - | - | - | 7,266,859 |
| Other comprehensive income | - | - | - | - | 13,790 | 806,959 | 27,209 | - | - | 847,958 |
| Total comprehensive income | - | - | - | - | 7,280,649 | 806,959 | 27,209 | - | - | 8,114,817 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 527,018 | - | (527,018) | - | - | - | - | - |
| Special reserve appropriated | - | - | - | 240,017 | (240,017) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (4,650,273) | - | - | - | - | (4,650,273) |
| - | - | 527,018 | 240,017 | (5,417,308) | - | - | - | - | (4,650,273) | |
| Balance at December 31, 2024 | 4,650,273 | 4,726,025 | 7,616,913 | 2,650,609 | 19,974,118 | (1,843,650) | 27,209 | - | - | 37,801,497 |
| Profit | - | - | - | - | 4,343,421 | - | - | - | - | 4,343,421 |
| Other comprehensive income | - | - | - | - | 2,493 | (709,570) | 24,120 | - | - | (682,957) |
| Total comprehensive income | - | - | - | - | 4,345,914 | (709,570) | 24,120 | - | - | 3,660,464 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 728,065 | - | (728,065) | - | - | - | - | - |
| Reversal of special reserve | - | - | - | (834,168) | 834,168 | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (4,882,786) | - | - | - | - | (4,882,786) |
| - | - | 728,065 | (834,168) | (4,776,683) | - | - | - | - | (4,882,786) | |
| Purchase of treasury share | - | - | - | - | - | - | - | (706,401) | - | (706,401) |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 32,525 | - | (32,525) | - | - | - |
| Other movement of Capital surplus | - | 8 | - | - | - | - | - | - | - | 8 |
| Balance at December 31, 2025 | $ 4,650,273 | 4,726,033 | 8,344,978 | 1,816,441 | 19,575,874 | (2,553,220) | 18,804 | (706,401) | 35,872,782 |
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
RADIANT OPTO-ELECTRONICS CORPORATION
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Cash flows (used in) from operating activities:
| 2025 | 2024 | |
|---|---|---|
| Profit before income tax | $ 5,554,790 | 8,631,447 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Expected credit impairment loss (gain) | 24,226 | (7,846) |
| Depreciation expense | 151,918 | 134,360 |
| Amortization expense | 57,651 | 65,643 |
| Net (gain) loss on financial assets at fair value through profit or loss | (15,874) | 107 |
| Interest expense | 58,824 | 475 |
| Interest income | (113,826) | (136,008) |
| Dividend income | (1,738) | (10,941) |
| Share of profit of subsidiaries accounted for using equity method | (3,126,198) | (7,268,474) |
| Gain on disposal of property, plant and equipment | (1,414) | (123) |
| Unrealized (realized) profit from sales | (3,072) | 3,606 |
| Unrealized foreign exchange gain | (23,421) | (14,671) |
| Other | (725) | 7,234 |
| Total adjustments to reconcile profit | (2,993,649) | (7,226,638) |
| Changes in operating assets and liabilities: | ||
| Increase in financial assets at fair value through profit or loss | (14,132) | - |
| Decrease (Increase) in accounts receivable | 783,690 | (1,473,676) |
| Increase in accounts receivable due from related parties | (373,018) | (132,610) |
| Decrease (increase) in other receivables | 2,018,293 | (1,317,253) |
| Increase in other receivable due from related parties | (153,453) | (183,986) |
| Increase in inventories | (53,060) | (20,669) |
| Increase in other current assets | (234,122) | (58,074) |
| Increase (decrease) in financial liabilities at fair value through profit or loss | 2,777 | (1) |
| Decrease in accounts payable | (420,245) | (299,980) |
| (Decrease) increase in accounts payable to related parties | (853,802) | 869,464 |
| (Decrease) increase in other payables | (2,392,728) | 1,619,665 |
| (Decrease) increase in other payables to related parties | (948,241) | 50,749 |
| Decrease in other current liabilities | (7,349) | (34,575) |
| Decrease in net defined benefit liability | (54,277) | (4,324) |
| Total adjustments | (5,693,316) | (8,211,908) |
| Cash inflow generated from operations | (138,526) | 419,539 |
| Interest received | 118,550 | 132,530 |
| Interest paid | (55,848) | (475) |
| Income taxes paid | (2,288,767) | (1,500,979) |
| Net cash flows used in operating activities | (2,364,591) | (949,385) |
| Cash flows from investing activities: | ||
| Increase in other financial assets | (4,000) | (500,000) |
| Acquisition of financial assets at fair value through other comprehensive income | (155,275) | (373,789) |
| Acquisition of financial assets at fair value through profit or loss | (93,583) | (191,354) |
| Acquisition of investments accounted for using equity method | (10,948,814) | (1,889,940) |
| Decrease in prepayments for investments | - | 7,736 |
| Acquisition of property, plant and equipment | (556,470) | (154,441) |
| Proceeds from disposal of property, plant and equipment | 48,201 | 1,988 |
| Increase in refundable deposits | (1,235) | (14,594) |
| Decrease in other receivables due from related parties | 18,788 | 49,838 |
| Acquisition of intangible assets | (17,542) | (111,403) |
| Dividends received | 1,738 | 10,941 |
| Dividends received from subsidiaries | 11,828,981 | 8,907,586 |
| Net cash flows from investing activities | 120,789 | 5,742,568 |
| Cash flows used in financing activities: | ||
| Increase in short-term borrowings | 4,000,000 | - |
| Proceeds from long-term borrowings | 1,220,000 | - |
| Increase in guarantee deposits | 15,173 | - |
| Repayment of lease liabilities | (9,727) | (7,222) |
| Cash dividends paid | (4,882,786) | (4,650,273) |
| Payments to acquire treasury stocks | (706,401) | - |
| Other financing activities | 8 | - |
| Net cash flows used in financing activities | (363,733) | (4,657,495) |
| Effect of exchange rate changes on cash and cash equivalents | (21,410) | 4,863 |
| Net (decrease) increase in cash and cash equivalents | (2,628,945) | 140,551 |
| Cash and cash equivalents at beginning of period | 4,272,614 | 4,132,063 |
| Cash and cash equivalents at end of period | $ 1,643,669 | 4,272,614 |
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Attachment 4
Independent Auditors' Report
To the Board of Directors RADIANT OPTO-ELECTRONICS CORPORATION:
Opinion
We have audited the consolidated financial statements of RADIANT OPTO-ELECTRONICS CORPORATION ("the Company") and its subsidiaries ("the Group"), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the 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 audit 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.
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- Revenue recognition
Please refer to Note 4(o) “Revenue” and Note 6(u) “Revenue from contracts with customers” to the consolidated financial statements.
Description of Key Audit Matter:
The main source of revenue of the Group is the sales of backlight modules. Revenue recognition is the main operating activity of the Group, and various terms of trade demand judgments for determining the timing when satisfying performance obligation by transferring control of a good to a customer, which resulting in significant risk for revenue recognition. Therefore, revenue recognition has been identified as a key audit matter while conducting our audit on the financial statements of the Group.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principle audit procedures included evaluating and testing the design and effectiveness of the Group’s related internal control on revenue recognition; performing test of details for certain selected samples, reviewing the terms of trade and assessing whether the timing of revenue recognition is consistent with satisfaction of performance obligation from sales orders condition is satisfied in the orders; evaluating whether the revenue is recorded in the appropriate period for a selected period of time before and after the balance sheet date; searching for significant subsequent sales return and allowance.
- Assessment of goodwill Impairment
For the accounting policy on non-financial asset impairment, please refer to Note 4(m) in the consolidated financial statements. For the explanation of the uncertainty in accounting estimates and assumptions of evaluation on goodwill impairment, please refer to Note 5 in the consolidated financial statements. For the details about evaluation on goodwill impairment, please refer to Note 6(k).
Description of Key Audit Matter:
The Group’s goodwill arising from business combination should be tested for impairment periodically each year or should be tested when there is an indication of impairment. As the evaluation on the recoverable amount of the CGU to which the goodwill belongs might involve multiple assumptions and estimates of the management, the valuation on goodwill impairment has been identified as a key audit matter while conducting our audit on the financial statements of the Group.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principle audit procedures include evaluating on the reasonableness of the valuation method and important assumptions adopted by the management to measure the recoverable amount; reviewing on the goodwill impairment evaluation report prepared by the appraiser appointed by the management; verifying and evaluating of the reasonableness of the valuation method and important assumption adopted in the report, and reviewing on whether the Group has disclosed the information about evaluation on goodwill impairment adequately.
Other Matter
The Company 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.
- 38 -
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, IFRIC, 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.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
39 -
-
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.
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' audit report are Cheng-Lung, Hsu and Yung-Hsiang, Chen.
KPMG
Taipei, Taiwan (Republic of China)
February 25, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
- 40 -
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
RADIANT OPTO-ELECTRONICS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current assets: | ||||
| Cash and cash equivalents (note 6(a)) | $ 34,687,934 | 50 | 33,065,727 | 51 |
| Current financial assets at fair value through profit or loss (note 6(b)) | 844 | - | 34,502 | - |
| Accounts receivable, net (note 6(d)) | 9,791,810 | 14 | 12,501,546 | 20 |
| Other receivables (note 6(e)) | 2,715,174 | 4 | 4,608,795 | 7 |
| Current tax assets | 431,647 | 1 | 131,620 | - |
| Inventories, net (note 6(f)) | 2,605,665 | 4 | 3,127,176 | 5 |
| Other current assets (note 6(l)) | 466,535 | 1 | 290,359 | 1 |
| Other current financial assets (notes 6(m) and 8) | 59 | - | 4,570,587 | 7 |
| Total current assets | 50,699,668 | 74 | 58,330,312 | 91 |
| Non-current assets: | ||||
| Non-current financial assets at fair value through profit or loss (note 6(b)) | 941,130 | 1 | 818,385 | 1 |
| Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 256,853 | - | 403,201 | 1 |
| Investments accounted for using equity method (note 6(g)) | 30,164 | - | - | - |
| Property, plant and equipment (notes 6(h), (i), 8 and 9) | 4,967,876 | 7 | 3,094,458 | 5 |
| Right-of-use assets (notes 6(h) and (j)) | 667,663 | 1 | 822,126 | 1 |
| Intangible assets (notes 6(h) and (k)) | 9,802,498 | 15 | 419,690 | 1 |
| Deferred tax assets (notes 6(h) and (r)) | 348,766 | 1 | 300,185 | - |
| Refundable deposits | 34,631 | - | 26,656 | - |
| Other non-current financial assets (notes 6(m) and 8) | 67,554 | - | 63,688 | - |
| Other non-current assets (note 6(l)) | 611,743 | 1 | 123,255 | - |
| Total non-current assets | 17,728,878 | 26 | 6,071,644 | 9 |
| Total assets | $ 68,428,546 | 100 | 64,401,956 | 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||
| --- | --- | --- | --- | --- |
| Amount | % | Amount | % | |
| Current liabilities: | ||||
| Short-term borrowings (notes 6(n) and 8) | $ 10,919,463 | 16 | 4,079,380 | 6 |
| Current financial liabilities at fair value through profit or loss (note 6(b)) | 2,777 | - | 8,990 | - |
| Accounts payable | 8,004,614 | 12 | 9,282,489 | 14 |
| Other payables (note 6(h)) | 7,019,655 | 10 | 7,064,462 | 11 |
| Current tax liabilities | 2,240,904 | 3 | 2,042,160 | 3 |
| Current lease liabilities (note 6(p)) | 78,425 | - | 52,226 | - |
| Other current liabilities | 345,289 | 1 | 292,249 | 1 |
| Long-term borrowings, current portion (notes 6(o) and 8) | 28,570 | - | - | - |
| Total current liabilities | 28,639,697 | 42 | 22,821,956 | 35 |
| Non-Current liabilities: | ||||
| Long-term borrowings (notes 6(o) and 8) | 1,257,673 | 2 | - | - |
| Deferred tax liabilities (notes 6(h) and (r)) | 2,458,919 | 4 | 3,356,046 | 5 |
| Non-current lease liabilities (note 6(p)) | 178,681 | - | 359,926 | 1 |
| Net defined benefit liability – non-current (note 6(q)) | 5,087 | - | 61,857 | - |
| Guarantee deposits | 15,707 | - | 674 | - |
| Total non-current liabilities | 3,916,067 | 6 | 3,778,503 | 6 |
| Total liabilities | 32,555,764 | 48 | 26,600,459 | 41 |
| Equity attributable to owners of parent (note 6(s)): | ||||
| Capital stock | 4,650,273 | 7 | 4,650,273 | 7 |
| Capital surplus | 4,726,033 | 7 | 4,726,025 | 8 |
| Retained earnings: | ||||
| Legal reserve | 8,344,978 | 11 | 7,616,913 | 12 |
| Special reserve | 1,816,441 | 3 | 2,650,609 | 4 |
| Unappropriated retained earnings | 19,575,874 | 29 | 19,974,118 | 31 |
| 29,737,293 | 43 | 30,241,640 | 47 | |
| Other equity | (2,534,416) | (4) | (1,816,441) | (3) |
| Treasury stocks | (706,401) | (1) | - | - |
| Total equity | 35,872,782 | 52 | 37,801,497 | 59 |
| Total liabilities and equity | $ 68,428,546 | 100 | 64,401,956 | 100 |
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) RADIANT OPTO-ELECTRONICS CORPORATION AND SUBSIDIARIES
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Operating revenues (notes 6(u) and 14) | $ 48,783,247 | 100 | 51,633,070 | 100 |
| Operating costs (notes 6(f)(q)(v) and 12) | 38,341,626 | 79 | 40,934,086 | 79 |
| Gross profit | 10,441,621 | 21 | 10,698,984 | 21 |
| Operating expenses (notes 6(d)(q)(v), 7 and 12): | ||||
| Selling expenses | 488,163 | 1 | 375,123 | 1 |
| General and administrative expenses | 1,328,479 | 3 | 1,285,367 | 2 |
| Research and development expenses | 2,956,882 | 6 | 2,474,204 | 5 |
| Expected credit impairment losses (reversal of expected credit impairment gains) | 25,136 | - | (7,773) | - |
| Total operating expenses | 4,798,660 | 10 | 4,126,921 | 8 |
| Other operating income and expenses (note 6(w)) | 227,921 | 1 | 147,291 | - |
| Net operating income | 5,870,882 | 12 | 6,719,354 | 13 |
| Non-operating income and expenses (note 6(x)): | ||||
| Interest income | 1,339,756 | 3 | 1,746,814 | 3 |
| Other income | 83,796 | - | 90,224 | - |
| Other gains and losses | (468,694) | (1) | 1,792,979 | 4 |
| Finance costs | (326,544) | (1) | (141,296) | - |
| Share of loss of associates accounted for using equity method | (362) | - | - | - |
| Total non-operating income and expenses | 627,952 | 1 | 3,488,721 | 7 |
| Profit before income tax | 6,498,834 | 13 | 10,208,075 | 20 |
| Less: Income tax expenses (note 6(r)) | 2,155,413 | 4 | 2,941,216 | 6 |
| Profit | 4,343,421 | 9 | 7,266,859 | 14 |
| Other comprehensive income (notes 6(q)(r)(s)): | ||||
| Item that will not be reclassified subsequently to profit or loss | ||||
| Losses on remeasurements of defined benefit plans | 2,493 | - | 13,790 | - |
| Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income | 22,019 | - | 34,011 | - |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (2,101) | - | 6,802 | - |
| 26,613 | - | 40,999 | - | |
| Items that will be reclassified subsequently to profit or loss | ||||
| Exchange differences on translation of foreign financial statements | (709,570) | (1) | 806,959 | 2 |
| Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| (709,570) | (1) | 806,959 | 2 | |
| Other comprehensive income | (682,957) | (1) | 847,958 | 2 |
| Comprehensive income | $ 3,660,464 | 8 | 8,114,817 | 16 |
| Earnings per share (note 6(t)): | ||||
| Basic earnings per share (in New Taiwan Dollars) | $ | 9.40 | 15.63 | |
| Diluted earnings per share (in New Taiwan Dollars) | $ | 9.30 | 15.46 |
- 42 -
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
RADIANT OPTO-ELECTRONICS CORPORATION AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Retained earnings | Total other equity | Treasury stocks | Total equity | |||||
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | ||||||
| Balance at January 1, 2024 | $ 4,650,273 | 4,726,025 | 7,089,895 | 2,410,592 | 18,110,777 | (2,650,609) | - | - | - | 34,336,953 |
| Profit | - | - | - | - | 7,266,859 | - | - | - | - | 7,266,859 |
| Other comprehensive income | - | - | - | - | 13,790 | 806,959 | 27,209 | - | - | 847,958 |
| Total comprehensive income | - | - | - | - | 7,280,649 | 806,959 | 27,209 | - | - | 8,114,817 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 527,018 | - | (527,018) | - | - | - | - | - |
| Special reserve appropriated | - | - | - | 240,017 | (240,017) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (4,650,273) | - | - | - | - | (4,650,273) |
| - | - | 527,018 | 240,017 | (5,417,308) | - | - | - | - | (4,650,273) | |
| Balance at December 31, 2024 | 4,650,273 | 4,726,025 | 7,616,913 | 2,650,609 | 19,974,118 | (1,843,650) | 27,209 | - | - | 37,801,497 |
| Profit | - | - | - | - | 4,343,421 | - | - | - | - | 4,343,421 |
| Other comprehensive income | - | - | - | - | 2,493 | (709,570) | 24,120 | - | - | (682,957) |
| Total comprehensive income | - | - | - | - | 4,345,914 | (709,570) | 24,120 | - | - | 3,660,464 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 728,065 | - | (728,065) | - | - | - | - | - |
| Reversal of special reserve | - | - | - | (834,168) | 834,168 | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (4,882,786) | - | - | - | - | (4,882,786) |
| - | - | 728,065 | (834,168) | (4,776,683) | - | - | - | - | (4,882,786) | |
| Purchase of treasury stocks | - | - | - | - | - | - | - | - | (706,401) | (706,401) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 32,525 | - | - | (32,525) | - | - |
| Other changes in capital surplus | - | 8 | - | - | - | - | - | - | - | 8 |
| Balance at December 31, 2025 | $ 4,650,273 | 4,726,033 | 8,344,978 | 1,816,441 | 19,575,874 | (2,553,220) | 18,804 | (706,401) | 35,872,782 |
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
RADIANT OPTO-ELECTRONICS CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before income tax | $ 6,498,834 | 10,208,075 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Expected credit impairment losses (reversal of expected credit impairment gains) | 25,136 | (7,773) |
| Depreciation expense | 979,072 | 803,164 |
| Amortization expense | 289,023 | 36,853 |
| Net (gain) loss on financial assets at fair value through profit or loss | (14,947) | 107 |
| Interest expense | 326,544 | 141,296 |
| Interest income | (1,339,756) | (1,746,814) |
| Dividend income | (1,738) | (10,941) |
| Share of loss of associates accounted for using equity method | 362 | - |
| Gain on disposal of property, plant and equipment | (9,333) | (7,057) |
| Unrealized foreign exchange loss (gain) | 53,213 | (42,382) |
| Lease modification (gain) loss | (27,408) | 10 |
| Other | 228 | 236 |
| Total adjustments to reconcile profit | 280,396 | (833,301) |
| Changes in operating assets and liabilities: | ||
| Decrease (increase) in financial assets at fair value through profit or loss | 18,839 | (34,124) |
| Decrease (increase) in accounts receivable | 2,493,133 | (1,257,051) |
| Decrease (increase) in other receivables | 2,018,700 | (1,305,160) |
| Decrease (increase) in inventories | 481,045 | (1,212,686) |
| Increase in other current assets | (138,576) | (90,958) |
| (Decrease) increase in financial liabilities at fair value through profit or loss | (5,814) | 8,890 |
| Decrease in accounts payable | (1,205,701) | (39,026) |
| (Decrease) increase in other payables | (2,187,830) | 1,868,375 |
| (Decrease) increase in other current liabilities | (231,132) | 17,908 |
| Decrease in net defined benefit liability | (54,277) | (4,324) |
| Total adjustments | 1,468,783 | (2,881,457) |
| Cash inflow generated from operations | 7,967,617 | 7,326,618 |
| Interest received | 1,368,830 | 2,315,556 |
| Interest paid | (208,397) | (366,983) |
| Income taxes paid | (3,738,667) | (2,879,341) |
| Net cash flows from operating activities | 5,389,383 | 6,395,850 |
| Cash flows used in investing activities: | ||
| Decrease (increase) in other financial assets | 3,885,141 | (531,277) |
| Acquisition of financial assets at fair value through profit or loss | (93,583) | (191,354) |
| Acquisition of financial assets at fair value through other comprehensive income | (155,275) | (373,789) |
| Acquisition of investments accounted for using equity method | (30,136) | - |
| Increase in prepayments for investments | - | (9,410) |
| Acquisition of property, plant and equipment | (2,374,591) | (1,183,419) |
| Proceeds from disposal of property, plant and equipment | 49,940 | 7,821 |
| Acquisition of right-of-use assets | - | (105,312) |
| Increase in refundable deposits | (17) | (17,657) |
| Acquisition of intangible assets | (58,906) | (23,548) |
| Net cash outflows from business combination | (6,396,860) | - |
| Dividends received | 1,738 | 10,941 |
| Net cash flows used in investing activities | (5,172,549) | (2,417,004) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term borrowings | 6,955,164 | (2,810,068) |
| Proceeds from long-term borrowings | 1,220,000 | - |
| Repayments of long-term borrowings | (367,842) | - |
| Increase in guarantee deposits | 16,012 | - |
| Repayment of lease liabilities | (69,952) | (104,586) |
| Cash dividends paid | (4,882,786) | (4,650,273) |
| Payments to acquire treasury stocks | (706,401) | - |
| Net cash flows from (used in) financing activities | 2,164,195 | (7,564,927) |
| Effect of exchange rate changes on cash and cash equivalents | (758,822) | 611,942 |
| Net increase (decrease) in cash and cash equivalents | 1,622,207 | (2,974,139) |
| Cash and cash equivalents at beginning of period | 33,065,727 | 36,039,866 |
| Cash and cash equivalents at end of period | $ 34,687,934 | 33,065,727 |
- 44 -
□Attachment 5
Table of remuneration for directors in 2025
| Title | Name | Remuneration | Amount of total remuneration (A+B+C+D) to net income /Ratio (%) | Relevant remuneration received by directors who are also employees | Amount of total remuneration (A+B+C+D+E+F+G) to net income /Ratio (%) |
|---|---|---|---|---|---|
| Base compensation (A) | Retirement allowance (B) | Director’s compensation (C) | Business execution Expenses (D) | Salary, bonuses and allowances (E) | Severance pay and pension (F) |
| The Company | All companies within the consolidated financial statements | The Company | All companies in the consolidated financial statements | The Company | All companies in the consolidated financial statements |
| Director | Yu-Chao Wang | - | - | - | - |
| Ray-Shen Investment Co., Ltd. | - | - | - | - | 5,150 |
| Representative : Hui-Chu Su | - | - | - | - | - |
| Dragonjet Investment Co., Ltd. | - | - | - | - | 5,150 |
| Representative: Been-Fong Wang | - | - | - | - | - |
| Pen-Chin Wang | - | - | - | - | 5,149 |
| Pen-Tsung Wang | - | - | - | - | 5,149 |
| Hsiang-Kuan Pu | - | - | - | - | 5,149 |
| Independent Director | Tzi-Chen Huang | - | - | - | - |
| Yao-Chung Chiang | - | - | - | - | 5,664 |
| Lun-Pin Tseng | - | - | - | - | 5,664 |
| Jung-Yao Hsieh | - | - | - | - | 5,664 |
| Hung-Wen Lin | - | - | - | - | 5,664 |
| Total | - | - | - | - | 66,940 |
□Attachment 6
Radiant Opto-Electronics Corporation Profit Distribution Table 2025
| Unit:NT$ | ||
|---|---|---|
| I. | Beginning retained earnings | $15,197,435,760 |
| Plus (minus): | ||
| Plus: Other comprehensive income (remeasurements of defined benefit plans) | 2,493,340 | |
| Plus: Net profit after tax | 4,343,420,488 | |
| Plus: Disposal of investments in equity instruments at fair value through other comprehensive income | 32,525,383 | |
| Subtotal 19,575,874,971 | ||
| Allowance Items: | ||
| Minus: Reversal of special reserve | (717,975,451) | |
| Minus: 10% Legal reserve | (437,843,921) | |
| II. | Retained earnings available for distribution for this period | Subtotal 18,420,055,599 |
| III. | Allocation items: | |
| Cash dividends to shareholders (NT$3.5 per share) | (1,610,844,421) | |
| IV. | Unappropriated retained earnings | Subtotal $16,809,211,178 |
Notes:
- The cash dividend is calculated and rounded down to the nearest dollar according to the dividend distribution ratio. The Chairman is authorized to handle the aggregate fractional amount of less than NT$1 accordingly.
- The above cash dividend distribution ratio to shareholders is calculated based
on 460,241,263 outstanding common shares, being 465,027,263 common shares outstanding at the time of the Board meeting on February 25, 2026, less 4,786,000 treasury shares.
- The special reserve appropriated amounted to NT$717,975,451, which was set aside as a special reserve for deductions to equity (including exchange differences on translation of foreign financial statements and unrealized gains (losses) from financial assets measured at fair value through other comprehensive income).
Chairman: Yu-Chao Wang
Manager: Yu-Chao Wang
Accounting Manager: Cheng-Jen Pan
- 47 -
Attachment 7
Radiant Opto-Electronics Corporation
Table of Amendments to the Procedures for Financial Derivatives Transactions
| Article Number | Amended content | Original Article | Reasons for amendment |
|---|---|---|---|
| Article 6 | Total Contract Amount and Loss Limit | ||
| I. The Finance and Accounting Management Department shall oversee the Company’s overall position to mitigate transaction risks. The total contract amount for foreign-exchange hedging must not exceed the Company’s actual foreign currency needs for imports and exports shall be limited to the existing and expected net asset and liability positions of the hedged items at the relevant time. Similarly, the total contract amount for interest rate hedging operations shall not exceed the corresponding loan amount. | |||
| II. Other derivative financial transactions must not exceed NT$10 million. | |||
| III. Regarding losses from hedging transactions, if the total contract loss exceeds 5% or the individual contract loss exceeds 15%, the Company should promptly convene relevant personnel to discuss and address the situation. | |||
| V. Regarding the loss cap on hedging transactions, the loss cap for any or all individual contracts must not exceed 20% of the total or individual contract amount. | Total Contract Amount and Loss Limit | ||
| I. The Finance and Accounting Management Department should oversee the Company’s overall position to mitigate transaction risks. The total contract amount for hedging foreign exchange operations must not exceed the Company’s actual foreign currency needs for imports and exports. Similarly, the total contract amount for interest rate hedging operations must not exceed the corresponding loan amount. | |||
| II. Other derivative financial transactions must not exceed NT$10 million. | |||
| III. Regarding losses from hedging transactions, if the total contract loss exceeds 5% or the individual contract loss exceeds 15%, the Company should promptly convene relevant personnel to discuss and address the situation. | |||
| IV. Regarding the loss cap on hedging transactions, the loss cap for any or all individual contracts must not exceed 20% of the total or individual contract amount. | Amended in accordance with operational needs |
| Article Number | Amended content | Original Article | Reasons for amendment | ||||
|---|---|---|---|---|---|---|---|
| Article 7 | Standard Operating Procedures | ||||||
| I. Authorized Quota: | |||||||
| (1) The Company engages in derivative trading, operating within the authorized amounts listed below: | |||||||
| Hedging Transactions: Based on the principle of natural hedging, the Company determines the hedging amount according to currency-specific funding needs and net positions (i.e., the difference between foreign currency assets and liabilities), taking into account projected cash flows in order to hedge risks, the authorized foreign-exchange levels and transaction limits are set as follows: and specific purposes. The authorized limits are set as follows. Each transaction must be individually approved by the Finance Manager before execution and reported in a monthly summary. (Any amendments shall be handled in accordance with these Procedures.): | Standard Operating Procedures | ||||||
| I. Authorized Quota: | |||||||
| (1) The Company engages in derivative trading, operating within the authorized amounts listed below: | |||||||
| Hedging Transactions: Based on the principle of natural hedging, the Company determines the hedging amount according to the currency-specific funding needs and net positions (i.e., the difference between foreign currency assets and liabilities), while also considering projected cash flows. The execution of foreign exchange authorization levels and transaction limits is as follows: | Amended in accordance with operational needs | ||||||
| Authorization Level | Single Transaction Amount Limit | Daily Transaction Amount Limit | |||||
| President | US$20 million | US$50 million | |||||
| Highest Management of the Financial and Accounting Management Department | US$10 million | US$20 million | |||||
| The total amount of non-deliverable forward foreign-exchange contracts (both pre-purchase and pre-sale) must | |||||||
| be the total amount of non-deliverable forward foreign-exchange contracts (both pre-purchase and pre-sale) must not exceed the Company's actual foreign currency import and export totals. Each transaction requires approval from the financial supervisor and must be reported in a monthly summary. | |||||||
| (2) Other related derivative financial instruments: Transactions require approval by the Board of Directors. | |||||||
| The rest are omitted. |
| Article Number | Amended content | Original Article | Reasons for amendment |
|---|---|---|---|
| not exceed the Company's actual foreign currency import and export totals. Each transaction requires approval from the financial supervisor and must be reported in a monthly summary. |
(2)Other related derivative financial instruments: Transactions require approval by the Board of Directors.
The rest are omitted. | | |
| Article 15 | History
These Procedures were established on May 28, 2025.
The first amendment was made on May 27, 2026 | History
These Procedures were established on May 28, 2025. | Date of the first amendment added |
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RADIANT OPTO-ELECTRONICS CORPORATION
Procedures for Financial Derivatives Transactions
(Before Amendment)
Article 1: Setting of Targets and the Basis Thereof
To effectively mitigate risks arising from fluctuations in exchange rates and interest rates, and to effectively control future cash flows and enhance the company's competitiveness, these Procedures for Financial Derivatives Transactions (hereinafter referred to as "these Procedures") have been established to ensure the proper management of the Company's various derivative transactions. These Procedures are formulated in accordance with Article 36-1 of the Securities and Exchange Act and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (hereinafter referred to "the Regulations").
Article 2: Scope of Application
I. In these Procedures, the term "derivative" refers to forward contracts, options, futures, leveraged margin contracts, swaps, combinations of the aforementioned contracts, or structured products with embedded derivatives, whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables.
II. In these Procedures, the term "forward contract" does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, or long-term purchase (sales) contracts.
III. Matters related to bond margin trading should be handled in accordance with the relevant provisions of these Procedures.
Article 3: Management and Risk Mitigation Strategies
Engaging in derivative transactions should aim to hedge risks. The chosen derivatives should primarily mitigate risks arising from the Company's business operations. Additionally, counterparties should preferably be financial institutions that regularly conduct business with the company to avoid credit risk.
Article 4: Division of Responsibilities
Financial and Accounting Management Department:
I. Responsible for managing the foreign exchange system, including collecting market information, assessing trends and risks, and being familiar with financial products and operational techniques. Follows the instructions of the financial supervisor to
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authorize and manage foreign exchange positions, and mitigate risks according to company policy.
II. Assigns personnel for confirmation and settlement, responsible for transaction verification, settlement, and detailed record entry.
III. Regularly assess and provide information on risk exposure.
IV. Regular announcements and reporting.
Audit Office of the Group: Measure, monitor, and control the risks of transactions within the Financial and Accounting Management Department, and report any significant deficiencies to the Board of Directors.
Article 5: Performance Evaluation
I. Performance evaluation is based on the gains and losses arising from the exchange rate costs on the Company's accounting books and derivative financial transactions.
II. To fully understand and express the valuation risk of transactions, the Company evaluates profit and loss on a monthly basis.
Article 6: Total Contract Amount and Loss Limit
I. The Finance and Accounting Management Department should oversee the Company's overall position to mitigate transaction risks. The total contract amount for hedging foreign exchange operations must not exceed the Company's actual foreign currency needs for imports and exports. Similarly, the total contract amount for interest rate hedging operations must not exceed the corresponding loan amount.
II. Other derivative financial transactions must not exceed NT$10 million.
III. Regarding losses from hedging transactions, if the total contract loss exceeds 5% or the individual contract loss exceeds 15%, the Company should promptly convene relevant personnel to discuss and address the situation.
IV. Regarding the loss cap on hedging transactions, the loss cap for any or all individual contracts must not exceed 20% of the total or individual contract amount.
Article 7: Standard Operating Procedures
I. Authorized Quota:
(1) The Company engages in derivative trading, operating within the authorized amounts listed below:
Hedging Transactions: Based on the principle of natural hedging, the Company determines the hedging amount according to the currency-specific funding needs and net positions (i.e.,
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the difference between foreign currency assets and liabilities), while also considering projected cash flows. The execution of foreign exchange authorization levels and transaction limits is as follows:
| Authorization Level | Single Transaction Amount Limit | aily Transaction Amount Limit |
|---|---|---|
| President | US$20 million | US$50 million |
| Highest Management of the Financial and Accounting Management Department | US$10 million | US$20 million |
The total amount of non-deliverable forward foreign exchange contracts (both pre-purchase and pre-sale) must not exceed the Company's actual foreign currency import and export totals. Each transaction requires approval from the financial supervisor and must be reported in a monthly summary.
(2) Other related derivative financial instruments: Transactions require approval by the Board of Directors.
II. Executing Unit:
Due to the rapidly changing nature, significant amounts, frequent transactions, and complex calculations involved in derivative financial instruments, their trading and management must be conducted by highly specialized personnel. Therefore, all derivative financial instrument transactions are authorized by the highest management of the Finance and Accounting Management Department and handled by designated fund managers.
III. Accounting Treatment: Handled in accordance with the financial reporting standards for securities issuers.
Article 8: Internal Control System
I. Risk Management Measures:
(1) Credit Risk Management: Transactions are limited to banks with which the company has business dealings.
(2) Market Price Risk Management: Personnel must continuously verify that the total transaction amount complies with the limits set by this procedure. The Finance and Accounting Department should regularly assess market prices and monitor the potential impact of future market price fluctuations on the profit and loss of
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held positions.
(3) Liquidity and Cash Flow Risk Management: To ensure market liquidity, financial institutions selecting financial products must have adequate facilities, information, and trading capabilities, traders should continuously monitor the Company's cash flow to ensure sufficient cash is available for settlement.
(4) Operational Risk Management: Strict adherence to authorization limits and operational procedures is required.
(5) Legal Risk Management: Any documents to be signed with banks must be reviewed by legal personnel before signing.
II. Internal Controls
(1) Personnel engaged in derivative product trading and those responsible for confirmation and settlement operations must not hold dual roles.
(2) Traders should submit transaction receipts or contracts to the registration personnel for recording.
(3) Personnel should regularly reconcile accounts or confirm balances with correspondent banks.
(4) Personnel should regularly verify whether the total transaction amount exceeds the net position of foreign currency assets, liabilities, and commitments.
(5) At the end of each month, the Financial and Accounting Management Department evaluates gains and losses based on the closing exchange rate of the day or market price data provided by the bank. This information is recorded and compiled into a report for approval by the department's senior management.
(6) Personnel responsible for risk measurement, supervision, and control should belong to different departments from those mentioned in the previous clause. They should report to the Board of Directors or to senior executives who are not responsible for trading or certain decision-making responsibilities.
III. Regular Evaluation Methods and Handling of Anomalies
(1) Positions held in derivative product transactions should be evaluated at least once a week. However, for hedging transactions conducted for business needs, evaluations should be conducted at least twice a month. The evaluation reports should be submitted to senior management personnel authorized by the Board of Directors.
(2) The Board of Directors shall authorize senior management to regularly monitor
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and evaluate whether derivative transactions are conducted in accordance with these Procedures and whether the risks assumed are within the permissible range. In the event of anomalies in market valuation reports (such as positions exceeding the loss limit), they must immediately report to the Board and take appropriate measures.
IV. Principles of Board Oversight and Management
(1) The Board of Directors shall appoint senior executives to continuously monitor and control the risks associated with derivative transactions. The management principles are as follows:
i. Regularly evaluate whether the current risk management measures are appropriate and ensure compliance with this procedure.
ii. Monitor transactions and gains/losses. If any anomalies are detected, necessary measures should be taken, and the Board of Directors shall be immediately informed. Independent directors shall be present and express their opinions at the Board meeting.
(2) Regularly assess whether the performance of derivative trading aligns with the established business strategy and whether the risks undertaken are within the Company's acceptable limits.
(3) As a Company that engages in derivative product trading, we require that transactions authorized by relevant personnel according to these Procedures be reported to the next upcoming Board of Directors meeting.
Article 9: Internal Audit System
Internal auditors should regularly assess the adequacy of the internal control system for derivative transactions. They must prepare monthly audit reports on the compliance of the trading department with these Procedures. By the end of February of the following year, these reports, along with the annual internal audit plan execution status, shall be submitted to the Financial Supervisory Commission via the internet information system in the prescribed format for record-keeping. Additionally, by the end of May of the following year, any improvements on identified anomalies shall be reported to the Financial Supervisory Commission through the internet system for record-keeping. If any major violations are discovered, the Audit Committee shall be notified in writing.
Article 10: Information Disclosure
I. When losses from derivative transactions reach the total or individual contract loss
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limits specified by this procedure, the relevant information must be reported and announced on the website designated by the Financial Supervisory Commission within two days of the occurrence.
II. By the 10th of each month, the Company and its non-domestically publicly traded subsidiaries must report their derivative transactions up to the end of the previous month on the designated information reporting website specified by the Financial Supervisory Commission, using the prescribed format.
Article 11: Transaction Records and Retention
The Company engages in derivative transactions and must maintain a record book. This book shall detail the types and amounts of derivative transactions, the date of Board approval, and the periodic evaluation of these transactions. Unless otherwise specified by law, these records must be retained for at least five years.
Article 12: Control Procedures for Subsidiaries
The subsidiaries of this Company intending to engage in derivative transactions must establish procedures in compliance with this Company's Procedures for Financial Derivatives Transactions.
If a subsidiary engages in derivative transactions, it must regularly provide relevant information to the Company for review.
Should a subsidiary not publicly listed in the domestic market have matters that require disclosure and reporting as stipulated in Article 10, the Company will handle the disclosure and reporting.
The term "subsidiary" as used in the preceding shall be defined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 13: Penalties
Directors and managers of the Company who violate these Procedures or Regulations and cause harm to the Company shall be dismissed.
Any Company personnel who violate the above Procedures or Regulations shall be dealt with according to the Company's evaluation and reward/discipline policies.
Article 14: Effective Date and Amendments
These Procedures require the approval of more than half of all members of the Audit Committee, followed by the Board of Directors' approval, and must be submitted to the shareholders' meeting for consent before implementation. The same process applies to any amendments.
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If an item is not approved by more than half of all Audit Committee members per the preceding, it may proceed with the consent of more than two-thirds of all Board members, and the Board meeting minutes must record the Audit Committee's resolution.
The numbers of aforementioned Audit Committee members and all directors are calculated based on those currently in office.
During Board discussions, the opinions of all independent directors shall be fully considered. If any independent director has a dissenting or qualified opinion, they shall be recorded in the Board meeting minutes.
Article 15: History
These Procedures were established on May 28, 2025.
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□Appendix 1
Radiant Opto-Electronics Corporation Shareholding of All Directors
March 29, 2026
| Title | Name | Actual number of shares holding | Percentage |
|---|---|---|---|
| Chairman | Yu-Chao Wang | 1,850,797 | 0.40% |
| Director | Dragonjet Investment Co., Ltd./ Representative: Been-Fong Wang | 9,676,637 | 2.08% |
| Director | Ray-Shen Investment Co., Ltd./ Representative: Hui-Chu Su | 4,216,906 | 0.91% |
| Director | Pen-Tsung Wang | 1,044,050 | 0.22% |
| Director | Pen-Chin Wang | 232,117 | 0.05% |
| Director | Hsiang-Kuan Pu | 0 | 0.00% |
| Independent Director | Tzi-Chen Huang | 250,458 | 0.05% |
| Independent Director | Yao-Chung Chiang | 0 | 0.00% |
| Independent Director | Lun-Pin Tseng | 0 | 0.00% |
| Independent Director | Jung-Yao Hsieh | 77,000 | 0.02% |
| Independent Director | Hung-Wen Lin | 0 | 0.00% |
| All directors (excluding independent directors) | 17,020,507 | 3.66% | |
| All directors (including independent directors) | 17,347,965 | 3.73% |
Note 1: The Company's paid-in capital is NT$4,650,272,630, which is 465,027,263 shares. According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all directors should be 16,000,000 shares.
Note 2: The Company has established an Audit Committee and therefore there is no statutory number of shares held by the supervisor applicable.
☐Appendix 2
RADIANT OPTO-ELECTRONICS CORPORATION
Articles of Incorporation
Chapter 1 General Provisions
Article 1 The Corporation is incorporated in accordance with the regulations of Company Limited by Share in Company Act and registered under the business name of RADIANT OPTO-ELECTRONICS CORPORATION.
Article 2 The business scope of the Company is as following
- CC01080 Manufacture of Electronic Parts and Components.
- CQ01010 Manufacture of Die.
- CC01040 Manufacture of Lighting Equipment.
- F401010 International Trade.
- IG02010 Scientific Research and Development.
- CB01010 Manufacture of Machinery and Equipment.
- JZ99050 Agency Services.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1 The Corporation needs approval from the board of directors to provide endorsements and guarantees for business or investment reasons.
Article 2-2 The Corporation shall not loan its funds to any shareholder or any other person except under the circumstances where an inter-company or inter-firm business transaction calls for a loan arrangement or a short-term financing facility is necessary.
Article 2-3 The Corporation is not allowed to conduct trade of financial derivatives based on non-hedge needs.
Article 3 The Corporation has its head office in Kaohsiung City, and the Corporation may establish branches, representative offices or factories in and out of this country after the resolution from the board of director.
Article 4 The method of public announcements of the Corporation shall be made in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 5 The authorized capital of the Corporation is NTD 6 billion, divided into 600 million shares, with a par value of NTD 10, and the board of director is authorized to issue shares in installments.
In the authorized capital, 15 million shares with a par value of NTD 10 and NTD 150 million in aggregate is preserved, which will be used for issuing stock option certificates, preferred stock with warrants or bond with warrants, and the board of director is authorized
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to issue in installments based on business needs.
Article 5-1 When the Corporation propose to withdraw public offering, it should be approved by the board of director and submitted to the shareholders' meetings for resolution before withdrawal.
Article 5-2 When the subscription price of the employee stock option certificates issued by the Corporation is lower than closing price on issue date, a resolution shall be adopted at a shareholder's meeting by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares. The issuance is authorized to be made in installments within the preceding year from the date of resolution made in the shareholders' meeting.
Article 5-3 When the Corporation proposes to transfer the treasury shares to employees at the price lower than the average upon actual buyback, a resolution shall be adopted at the most recent shareholder's meeting by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares.
Article 5-4 The Company may include employees of subsidiary companies who meet certain conditions as the recipients of share transfers, employee stock options, or newly issued shares with restricted employee rights, as well as the recipients of newly issued shares reserved for employee purchase in cash capital increases. The conditions, issuance methods, and purchase methods shall be determined by the Board of Directors.
Article 6 The share certificates of the Corporation shall be registered after being signed or sealed by no less than three or more the board of directors, as well as being attested to by a competent authority in accordance with the regulations of Article 162 of the Company Act. When issuing new shares, the Corporation may print shares together with total number of shares issued this time and the shares shall be kept by the centralized securities depository enterprise. It is also exempted from printing shares, but it should be registered with the centralized securities depository enterprise.
Article 7 The shareholders of the Corporation shall conduct shares related affairs including transfer, pledge, loss, inheritance, endowment, seal loss/change or change of address in accordance with the Company Act and all relevant regulations.
Article 8 Deleted.
Article 9 Deleted.
Article 10 Deleted.
Article 11 The shareholders' register shall be closed during 60 days prior to the date of a general shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Corporation. The aforementioned period is counted from the convening date
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or record date.
Chapter 3 Shareholders' Meeting
Article 12 There are two types of shareholders' meeting, namely, ordinary shareholders' meeting and extraordinary shareholders' meeting. The ordinary shareholders' meeting shall be convened by board of director in accordance with the relevant laws, and no less than once a year, and shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown; whereas, extraordinary shareholders' meeting shall be convened when necessary in accordance with the relevant laws and regulations. For stockholders who hold less than 1000 shares, a public notice to convene the meeting may be made instead.
The Company's shareholders' meeting may be conducted via video conference or other means announced by the central competent authority.
Article 13 When a shareholder is unable to attend the shareholders' meeting for whatever reason, that shareholder may appoint a proxy to attend a shareholders' meeting pursuant to Article 177 of the Company Act. Rules for the use of proxies is in accordance with relevant laws and regulations.
Article 14 During the session of a shareholders' meeting, the Chairman of the board of directors shall be the chairperson of the meeting. In case the chairman of the board of directors is on leave or absent or can't exercise his power and authority for any cause, the proxy is chosen in accordance with the Article 208 of the Company Act.
Article 15 A shareholder, unless otherwise stipulated in Article 179 of the Company Act relating to the circumstances of certain shares having no voting right, shall have one voting right in respect of each share in his/her/its possession.
Article 16 Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act, be adopted by a majority of voting rights of the present shareholders who represent a majority of the total issued and outstanding shares. According to the regulations by authority, shareholders of the Corporation may also exercise his/her/its power by electronic voting. A shareholder who use electronic voting to exercises his/her/its power at a shareholders' meeting shall be deemed to have attended the shareholders' meeting in person. The relevant procedures shall be conducted in accordance with relevant laws and regulations.
Article 17 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, and signed or sealed by the Chairman of the shareholders' meeting and distributed to the shareholders within 20 days after the meeting. The distribution of resolution could be handled by means of a public notice. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the
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meeting. The minutes along with the attendance shareholder's signature book and the powers of attorney of the proxies shall be kept in accordance with the Article 183 of the Company Act.
Chapter 4 Directors
Article 18 The Corporation shall have 5-12 directors, and the election shall adopt the candidate nomination system. The shareholders shall elect the directors from the list of the capable and nominated candidates. The term of the director is three years and may be re-elected for consecutive terms.
Total registered shares held by the directors of the Corporation shall not be less than a specified percentage according to the provision of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.
The Corporation may purchase liability insurance for the directors to indemnify the potential liabilities, according to the relevant laws, to be borne by the directors when they perform their duties for the Corporation.
Article 18-1 In accordance with the Securities and Exchange Act, the Corporation shall have no less than three independent directors and the independent directors shall not less than one fifth of all directors. The election shall adopt the candidate nomination system, the shareholders shall elect the independent directors from the list of the nominated candidates. The professional qualifications, shareholding, restriction on holding a concurrent post, nominations, means of election as well as other relevant issues should all be in accordance with the regulations of the competent authority.
Article 18-2 No matter net income or loss, the Corporation shall pay remuneration for all the board of directors conduct the business of the Corporation. The remuneration of directors may be determined by taking into account their participation in the Corporation's business and their contribution value, and industry standards and the board of directors is authorized to resolve the amount of the remuneration.
Article 18-3 In accordance with Article 14.4 of the Securities and Exchange Act, the Corporation sets up the Audit Committee, and which shall consist of the whole independent directors. The functions to be assumed by supervisors under the Company Act and Securities and Exchange Act and other related regulation shall be transferred to the Audit Committee.
Article 19 When the number of vacancies in the board of directors of the Corporation equals to one third of the total number of directors, the board of directors shall call, within 60 days, extraordinary shareholders' meeting to elect succeeding directors to fulfill the unexposed term of office of the predecessors.
Article 20 In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
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Article 21 The Board of Directors is composed of all directors. The Chairman will be elected from among directors by a majority vote at a board meeting at which at least two-thirds of directors are present. The Chairman shall perform his duties authorized by the Company Act or the resolution of the shareholders' meeting. The Chairman shall conduct the business of the Corporation in accordance with applicable laws, this Articles of Incorporation, the resolutions adopted at shareholders' meetings and resolutions adopted by the board of directors.
Article 22 Business policy and other important matters of the Corporation shall be resolved by the Board of Directors. Any meeting of board of directors shall be convened by the Chairman of the board of directors who shall also be the chairman of the meeting, provided that the first meeting of each term of the board of directors shall be convened in accordance with Article 203 of the Company Act. In case the Chairman of the board of directors is on leave or unable to exercise his/her duties for whatever reasons, his/her proxy shall be chosen in accordance with Article 208, Section 3 of the Company Act.
The reason for convening of the board of directors shall be notified to each director at least seven days in advance, but may be convened at any time when there is an emergency. The above notice in respect of convening the meeting shall be done in writing, by electronic email, or by fax.
Article 23 Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. If the directors cannot attend the board meeting for certain reasons, he/she may appoint another director as his/her proxy each time with a power of attorney stating the scope of authority with reference to the subjects to be discussed at the meeting and powers granted; provided that a director may act as the proxy for only one another director.
Article 24 Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the chairman. The minutes shall be distributed to each director within twenty days after the meeting. The meeting minutes shall record the discussion and resolution. The minutes shall be well preserved with the attendance book and proxy for specific period regulated in the Article 183 of the Company Act.
Article 25: Deleted.
Article 26: Deleted.
Chapter 5 Management and Operation of the Corporation
Article 27 The Corporation may, in accordance with the resolutions made by the board of director, appoint one Chief Executive Officer, and one or more than one presidents and vice presidents. The appointment, discharge and the remuneration shall be handled in accordance with the Article 29 of the Company Act. The manager who signed on financial report takes responsibility for finance and accounting of the Corporation.
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Article 27-1 Subject to the provisions of the Company Act of the Republic of China and this Articles of Incorporation, all actions of the Corporation’s employees shall be in conformance with the directions of the board of directors.
Chapter 6 Accounting
Article 28 The Corporation identifies that each year from January 1 to December 31 is one fiscal year. At the close of each fiscal year, the board of directors shall prepare the following statements then submit the same to the shareholders' meeting for ratification. The aforementioned statement shall offer no later than 30 days from the date of shareholders’ meeting. (i) business report, (ii) the financial statements, and (iii) proposal for distribution of profit or appropriation of losses.
Article 29 If the Company is profitable for the year, up to 3% of the profits should be allocated for directors' compensation, and 5% to 10% for employee compensation. No less than 20% of the allocated employee compensation must be distributed to basic-level employees. However, if the Company has accumulated losses, these must be covered first.
The Company may distribute employee compensation to employees of subsidiaries who meet certain conditions, as determined by the Board of Directors.
If the Company has a profit of the year shall distribute not more than 3% of the balance as remuneration to directors and 5%-10% as employee bonus. However, require that earnings shall first be offset against any deficit.
If the Corporation has profit as a result of the yearly accounting closing, the profit shall be distributed as following order:
I. Reserve the taxes and dues to be paid.
II. Offset accumulated losses.
III. Set aside a legal reserve at 10% of the profits until the accumulated legal reserve has equaled the paid-in capital of the Corporation.
IV. Set aside or reverse special reserve in accordance with Securities and Exchange Act.
V. The balance stated above and unallocated accumulated earnings together make distributable accumulated earnings. The shareholders’ dividend proposal shall be made by the board of director, and approval by shareholders’ meeting.
In accordance with Article 240 of the Company Act, the Company authorizes the Board of Directors, with the attendance of more than two-thirds of the directors and a majority vote of those present, to distribute shareholder dividends. Alternatively, in accordance with Article 241 of the Company Act, the Company may distribute all or part of the legal reserve and capital surplus in cash, and report to the shareholders' meeting.
Article 29-1 The Corporation is currently at a growth stage, so the dividend policy shall take into account the future funding needs of the Corporation and the long-term financial plan. Earning distribution proposal shall be made by the board of director and handled after the resolution of the shareholders' meeting.
With consideration of a balanced and stable dividend policy, the Corporation shall set aside
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no less than 30% of the earning after reserving the items I to IV in the preceding paragraph as the shareholders' dividend. In addition, the cash dividend shall not be lower than 10% of the shareholders' dividend.
Chapter 7 Supplementary Provisions
Article 30 The board of director is authorized to deal foreign investments of the Corporation with total amount over 40% of paid-up capital.
Article 31 Organization regulations and operational rules shall be set otherwise by the board of director.
Article 32 Any unspecified matters in this Articles of Incorporation shall be dealt in accordance with the Company Act and relevant regulations.
Article 33 This Articles of Incorporation was drawn up on the fifth of July 1995.
First amendment was effected on the sixth of September 1996.
Second amendment was effected on the sixth of November 1996.
Third amendment was effected on the twenty-seventh of March 1997.
Fourth amendment was effected on the twenty-fourth of June 1997.
Fifth amendment was effected on the tenth of September 1997.
Sixth amendment was effected on the twenty-fifth of November 1997.
Seventh amendment was effected on the twenty-ninth of October 1999.
Eighth amendment was effected on the twenty-second of June 2000.
Ninth amendment was effected on the twenty-sixth of April 2002.
Tenth amendment was effected on the thirtieth of May 2003.
Eleventh amendment was effected on the fifteenth of June 2004.
Twelfth amendment was effected on the fourteenth of June 2005.
Thirteenth amendment was effected on the thirteenth of June 2006.
Fourteenth amendment was effected on the thirteenth of June 2007.
Fifteenth amendment was effected on the thirteenth of June 2008.
Sixteenth amendment was effected on the sixteenth of June 2009.
Seventeenth amendment was effected on the fifteenth of June 2010.
Eighteenth amendment was effected on the twelfth of May 2011.
Nineteenth amendment was effected on the sixth of June 2012.
Twentieth amendment was effected on the thirteenth of June 2013.
Twenty-first amendment was effected on the twelfth of June 2014.
Twenty-second amendment was effected on the sixteenth of June 2015.
Twenty-third amendment was effected on the seventh of June 2016.
Twenty-fourth amendment was effected on the fourteenth of June 2017.
Twenty-fifth amendment was effected on the fourteenth of June 2018.
Twenty-sixth amendment was effected on the twenty-second of July 2021.
Twenty-Seventh amendment was effected on the twenty-eighth of May 2025.
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☐Appendix 3
RADIANT OPTO-ELECTRONICS CORPORATION
The Rules of Procedure for Shareholders Meetings
Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The rules of procedure for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
(Convening shareholders meetings and shareholders meeting notices)
Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Should the Company hold a virtual shareholders' meeting, unless otherwise stipulated by the Regulations Governing the Administration of Shareholder Services of Public Companies, the Articles of Association should specify how such a meeting should be held, and this shall be approved by a resolution of the Board of Directors. Any virtual shareholders' meeting must be conducted with the attendance of more than two-thirds of the directors and the approval of a majority of the attending directors.
Changes to the method of convening the shareholders meeting shall be subject to a resolution by the Board of Directors and shall be made no later than before the notice of the shareholders meeting is sent.
Thirty days before the Company convenes a general shareholders meeting or 15 days before an extraordinary shareholders meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders meeting agenda and upload them to the Market Observation Post System (MOPS). Meanwhile, 21 days before the Company convenes a general shareholders meeting or 15 days before an extraordinary shareholders meeting, it shall prepare an electronic file of the shareholders meeting agenda handbook and the supplementary materials and upload them to the MOPS. However, a publicly listed company, with the paid-in capital amounting to NT$10 billion or more at the end of the most recent fiscal year or the total shareholding ratio of foreign capital and capital from China reaching 30% or more as per the shareholder register for the general shareholders meeting held in the most recent fiscal year, shall upload such an electronic file 30 days before the general shareholders meeting. Fifteen days before the Company convenes a shareholders meeting, it shall prepare the shareholders meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock affairs agency.
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The Company shall provide said handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders meeting in the following methods:
I. When a shareholders meeting is convened physically in a face-to-face fashion, such materials shall be distributed on-site at the shareholders meeting.
II. When a shareholders meeting is convened physically in a face-to-face fashion, along with a video conference held at the same time, such materials shall be distributed on-site at the shareholders meeting, and an electronic file of such materials shall be uploaded to the video conference platform.
III. When a shareholders meeting is convened by video conference, an electronic file of such materials shall be sent to the video conference platform.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation
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shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After a proxy form is served to the Company, in the case that the shareholder intends to attend the shareholders meeting by video conference, a written proxy rescission notice shall be filed with the Company 2 days prior to the date of the shareholders meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Article 5
(Principles determining the time and place of a shareholders meeting)
The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
When the Company convenes a shareholders meeting by video conference, it is not subject to the restriction on the venue of the meeting under the preceding paragraph.
Article 6
(Preparation of documents such as the attendance book)
The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as "shareholders"), and other matters that shall be noted.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For the shareholders meeting convened by video, the sign-in process shall begin on the video conference platform 30 minutes before the start of the meeting. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders meeting in person.
Shareholders shall attend the shareholders meetings with their attendance cards,
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sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
If the shareholders meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company 2 days prior to the shareholders meeting.
If the shareholders meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting.
Article 6-1 (Matters to be included in the meeting notice when the shareholders meeting is convened by video conference)
When the Company convenes the shareholders meeting by video conference, the information below shall be stated in the meeting notice.
I. Shareholders' methods of participating in the video conference and exercising their rights.
II. The responding way of the problems for the video conference platform or to the participation in the video conference due to natural disasters, incidents, or other force majeure events shall include at least the following:
(I) The time and the date of the next meeting when the meeting needs to be postponed or resumed as such technical issues cannot be troubleshoot.
(II) Shareholders who did not register to participate in the original shareholders meeting by video conference shall not participate in the meeting to be postponed or resumed.
(III) When a shareholders meeting is convened physically in a face-to-face fashion, along with a video conference held at the same time, if the video conference cannot continue, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders meeting reaches the number as required by law, the shareholders meeting shall continue. For shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance, and they shall be deemed to abstain for all motions resolved at the shareholders meeting.
(IV) The handling method in the event that the resolution results of all motions have been announced, while extempore motions have not been resolved.
III. When a shareholders meeting is to be convened by video conference,
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appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be specified.
Except for the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders must be provided with online access and necessary assistance. The period during which shareholders can apply to the Company and other relevant matters requiring attention shall also be specified.
Article 7 (The chair and non-voting participants of a shareholders meeting)
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
The chairman of the board of directors should preside over the shareholders meeting convened by the board of directors in person, and more than half of the directors of the board of directors and the convener of the audit committee should be present in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8 (Documentation of a shareholders meeting by audio or video)
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. If a shareholders meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, and voting and the Company's vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.
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The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.
If a shareholders meeting is convened by video conference, the Company is advised to make an audio and video recording of the back-end interface of the video conference platform.
Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in and the sign-in record on the video conferencing platform plus the number of shares whose voting rights are exercised in writing or by electronic means.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If a shareholders meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. If a shareholders meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10 (Discussion of proposals)
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of
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deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11 (Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
If a shareholders meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting. The number of questions raised by each shareholder for each motion shall not exceed 2 times, each question shall be limited to 200 words, and the provisions of paragraphs 1 to 5 shall not apply.
If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.
Article 12 (Calculation of voting shares and recusal system)
Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total
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number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph 2 days before the shareholders meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised in writing or by electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the
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meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When a shareholders meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the chair calls the meeting to order. They shall complete the voting before the chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.
When a shareholders meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at one time, and the voting and election results shall be announced.
If a shareholders meeting is convened, along with a video conference held at the same time, shareholders who have registered to attend the shareholders meeting by video conference in accordance with Article 6, intend to attend the physical shareholders meeting in person, shall rescind the registration in the same manner as the registration 2 days before the shareholders meeting, otherwise they can only attend the shareholders meeting by video conference.
Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders meeting by video conference shall not exercise their voting rights on the same motions, propose revision of the same motions, or exercise their voting rights for revised motions, except for extempore motions.
Article 14
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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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 distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.
When a shareholders meeting is convened by video conference, the minutes of the shareholders meeting shall contain the start and end time of the shareholders meeting, the method of convening the meeting, the names of the chair and the meeting taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph.
When a shareholders meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders meeting.
Article 16 (Public disclosure)
The Company shall, on the day of the shareholders meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on site at the shareholders meeting. When a shareholders meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting.
When a shareholders meeting is convened by video conference, when the chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at
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the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of a shareholders meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 (Information disclosure on the video conference platform)
When a shareholders meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations, and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned.
Article 20 (Location of the chair and the minute taker for the shareholders meeting by video conference)
When a shareholders meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when the meeting is called to order.
Article 21 (Responding way to disconnection)
When a shareholders meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.
When a shareholders meeting is convened by video conference the chair shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies; and that the requirement on the date of the meeting postponed or resumed within 5 days due to any natural disasters, accidents, or other force majeure events that have obstructed the video conference platform or the participation in the video conference for more than 30 minutes under Article 182
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of the Company Act shall not apply before the chair declares the meeting adjourned. In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders meeting by video conference shall not participate in the meeting postponed or resumed.
For the meeting to be postponed or resumed under paragraph 2, shareholders who have registered to participate in the original shareholders meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the meeting postponed or resumed.
When a shareholders meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again.
When the Company convenes a shareholder’s meeting, along with a video conference at the same time, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders meeting reaches the number as required by law, the shareholders meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2.
When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders meeting.
When the Company postpones or resumes the meeting in accordance with paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders meeting and the provisions of this article.
Based on the period under Article 12, second-half paragraph and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders meeting at a date as per paragraph 2.
Article 22 (Responding way to digital gap)
When the Company convenes a shareholders meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders meeting by video conference.
Except for the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders must be provided with online access and necessary assistance. The period during which shareholders can apply to the Company and
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other relevant matters requiring attention shall also be specified.
Article 23
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.
Article 24
These rules were re-formulated on May 26, 2022.
First amendment was effected on the twenty-eighth of May 2025.
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