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Scientech AGM Information 2026

Apr 29, 2026

52347_rns_2026-04-29_3bb8f9d6-4030-4941-8ab9-b73e9c2534ee.pdf

AGM Information

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Stock Code: 3583

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SCIENTECH CORPORATION

2026 Annual General Shareholders’ Meeting

Meeting Handbook

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Venue: 6nd Floor, No. 182, Bade Road, Hsinchu City

Table of Contents

Table of Contents
Page
Chapter 1. Proceedings for 2026 Annual General Shareholders’ Meeting 1
Chapter 2. Agenda 2
(1.) Chair Takes the Floor 3
(2.) Reports 3
(3.) Acceptance 3
(4.) Discussions 5
(5.) Extempore Motion 5
Chapter 3. Attachments 6
(1.) 2025 Business Report 6
(2.) Audit Committee Review Report for 2025 8
(3.) 2025 Consolidated Financial Statements and Individual
Financial Statements
9
(4.) Comparison Table for the Rules of Procedure for
Shareholders' Meetings before and after amendment
36
Chapter 4. Appendixes
(1.) Rules of Procedure for Shareholders' Meetings 39
(2.) Articles of Incorporation 50
(3.) The Effect of Stock Dividend Distribution Resolved at This 56
Shareholders’ Meeting on the Company’s Operating
Performance, Earnings per Share, and Return on Shareholder
Equity
(4.) Shareholding by Directors 56
(5.) Summary of Proposals Put Forward by Shareholders 56

Chapter 1. Proceedings for 2026 Annual Shareholders’ Meeting

  • I. Chair Takes the Floor

  • II. Reports

III. Acceptance

  • VI. Discussion

  • V. Extempore Motion

VII. Meeting Adjourned

1

Chapter 2. Agenda

Type of Annual Shareholders’ Meeting: Physical shareholders’ meeting Date: 9 a.m. on June 5, 2026

Venue: 6nd Floor, No. 182, Bade Road, Hsinchu City

One. Chair Takes the Floor

Two. Reports

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: 2025 Business Report

Description: For the Company’s 2025 Business Report, please refer to Attachment 1 on P.6 of this handbook.

Proposal 2 (Proposed by the Board of Directors)

Subject Matter: Audit Committee Review Report for 2025

Description: For the Company’s Audit Committee Review Report for 2025, please refer to Attachment 2 on P.8 of this handbook.

Proposal 3 (Proposed by the Board of Directors)

Subject Matter:

The convener of the Audit Committee reports on the communication between himself/herself, members of the independent directors, and the chief internal auditor.

Description:

The Company’s Audit Committee is composed entirely of independent directors. Every month the chief internal audit officer submits the audit report of the previous period to the independent directors. If the directors have comments on the report or need more information, the chief internal audit officer will immediately offer assistance or provide relevant information to the independent directors for their understanding. The Company convenes an Audit Committee meeting at least quarterly, during which the chief internal audit officer reports to the independent directors about the implementation of the internal audit operation and the relevant internal control problems spotted therefrom; the independent directors may raise questions to gain insights into the problems and have a good grasp of the problems with the internal control system, and may instruct that the audit content be strengthened; a special meeting may be called at any time in case of any material anomaly.

Proposal 4 (Proposed by the Board of Directors)

Subject Matter: Remuneration for employees and directors of 2025

2

Description:

The Company’s employee remuneration and director remuneration for 2025 stood at 126,500 thousand and 16,000 thousand, respectively, constituting 8.56% and 1.08%, respectively, of the profit before tax of 2025 in the amount of $1,477,464,991 (excluding directors’ remuneration and employee remuneration), which complies with the Company’s Articles of Incorporation.

Proposal 5 (Proposed by the Board of Directors)

Description:

  • (I) According to Article 20 of the Company’s Articles of Incorporation, the Board of Directors has the power to draft an earnings distribution proposal, and may decide on the distribution proportion of cash dividends through a resolution, which shall then be reported to the Shareholders' Meeting.

  • (II) From among the earnings of 2025, the Board of Directors distributed shareholder dividends in the amount of 481,987,560 dollars in cash, that is 6.0 dollars for each share held. Dividends distributed were rounded to the nearest integral; fractional dividends less than 1 dollar were aggregated and recognized as the Company’s other income

  • (III) This proposal was passed by the Board of Directors through a resolution. If subsequently the dividend payout ratio is changed because the number of the Company’s outstanding shares is changed due to the Company’s buying back treasure shares or retiring expired treasury shares, or due to any other reason, it is proposed that the Shareholders’ Meeting authorize the Chairman of the Board to adjust the shareholder dividend ratio based on the total dividend amount indicated in the Earnings Distribution Proposal approved this time.

Three. Acceptance

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: The Company’s 2025 Business Report and Financial Statements (including the Consolidated Financial Statements), proposed for acceptance.

Description:

The Company’s Business Report of 2025 has been reported in Proposal 1 in the Reports session, and is submitted to the Shareholders' Meeting for acceptance. The Company’s 2025 Financial Statements and Consolidated Financial Statements were all be audited by CPA Shiow-Ming Shue and CPA Yu-Cheng Hsin from Deloitte & Touche Taiwan; please refer to Attachment 3 on P.9~P.35 of this handbook.

Resolutions:

Proposal 2 (Proposed by the Board of Directors)

3

Subject Matter: The Company’s 2024 Earnings Distribution Proposal, submitted for acceptance. Description: Below is the Company’s 2024 Earnings Distribution Proposal presented in the form of tables.

Unit: NewTaiwandollar
Item

Amount
Description
Unappropriated earnings - beginning of
period
$ 2,187,508,070
Effect of retrospective application and
retrospective restatement

0
Retained earnings due to investment
adjustments usingthe equitymethod
(5,527,549)
Defined benefits plan remeasurement
recognized in retained earnings

759,381
Reconciled unappropriated earnings

2,182,739,902
Netprofits for theperiod

1,109,812,414
Legal reserveprovision(10%)

(110,504,425)
Special reserveprovision

0
Distributable earnings of thisperiod

3,182,047,891
Distribution item: shareholder dividends

(481,987,560)
6.0 dollars of cash
dividends for each
share
Unappropriated earnings - end ofperiod
2,700,060,331
Note:
(1) The Company's paid-in capital is 803,312,600dollars which is divided into 80,331,260
issued shares, leaving the number of outstanding shares at 80,331,260 shares.
(2) If subsequently the dividend payout ratio is changed because the number of the
Company’s outstanding shares is changed due to the Company’s buying back treasure
shares or retiring expired treasury shares, or due to any other reason, it is proposed that
the Board of Directors authorize the Chairman of the Board to adjust the shareholder
dividend ratio based on the total dividend amount indicated in the Earnings Distribution
Proposal approved this time.
(3) Source of the earnings distributed: NT$481,987,560dollars of the Company’s profit
after tax of 2025.
Unit: NewTaiwandollar
Item

Amount
Description
Unappropriated earnings - beginning of
period
$ 2,187,508,070
Effect of retrospective application and
retrospective restatement

0
Retained earnings due to investment
adjustments usingthe equitymethod
(5,527,549)
Defined benefits plan remeasurement
recognized in retained earnings

759,381
Reconciled unappropriated earnings

2,182,739,902
Netprofits for theperiod

1,109,812,414
Legal reserveprovision(10%)

(110,504,425)
Special reserveprovision

0
Distributable earnings of thisperiod

3,182,047,891
Distribution item: shareholder dividends

(481,987,560)
6.0 dollars of cash
dividends for each
share
Unappropriated earnings - end ofperiod
2,700,060,331
Note:
(1) The Company's paid-in capital is 803,312,600dollars which is divided into 80,331,260
issued shares, leaving the number of outstanding shares at 80,331,260 shares.
(2) If subsequently the dividend payout ratio is changed because the number of the
Company’s outstanding shares is changed due to the Company’s buying back treasure
shares or retiring expired treasury shares, or due to any other reason, it is proposed that
the Board of Directors authorize the Chairman of the Board to adjust the shareholder
dividend ratio based on the total dividend amount indicated in the Earnings Distribution
Proposal approved this time.
(3) Source of the earnings distributed: NT$481,987,560dollars of the Company’s profit
after tax of 2025.
Unit: NewTaiwandollar
Item

Amount
Description
Unappropriated earnings - beginning of
period
$ 2,187,508,070
Effect of retrospective application and
retrospective restatement

0
Retained earnings due to investment
adjustments usingthe equitymethod
(5,527,549)
Defined benefits plan remeasurement
recognized in retained earnings

759,381
Reconciled unappropriated earnings

2,182,739,902
Netprofits for theperiod

1,109,812,414
Legal reserveprovision(10%)

(110,504,425)
Special reserveprovision

0
Distributable earnings of thisperiod

3,182,047,891
Distribution item: shareholder dividends

(481,987,560)
6.0 dollars of cash
dividends for each
share
Unappropriated earnings - end ofperiod
2,700,060,331
Note:
(1) The Company's paid-in capital is 803,312,600dollars which is divided into 80,331,260
issued shares, leaving the number of outstanding shares at 80,331,260 shares.
(2) If subsequently the dividend payout ratio is changed because the number of the
Company’s outstanding shares is changed due to the Company’s buying back treasure
shares or retiring expired treasury shares, or due to any other reason, it is proposed that
the Board of Directors authorize the Chairman of the Board to adjust the shareholder
dividend ratio based on the total dividend amount indicated in the Earnings Distribution
Proposal approved this time.
(3) Source of the earnings distributed: NT$481,987,560dollars of the Company’s profit
after tax of 2025.
Item
Amount
Description
Unappropriated earnings - beginning of
period
$ 2,187,508,070 6.0 dollars of cash
dividends for each
share
Effect of retrospective application and
retrospective restatement

0
Retained earnings due to investment
adjustments usingthe equitymethod
(5,527,549)
Defined benefits plan remeasurement
recognized in retained earnings

759,381
Reconciled unappropriated earnings
2,182,739,902
Netprofits for theperiod
1,109,812,414
Legal reserveprovision(10%)
(110,504,425)
Special reserveprovision
0
Distributable earnings of thisperiod
3,182,047,891
Distribution item: shareholder dividends
(481,987,560)
Unappropriated earnings - end ofperiod 2,700,060,331
Note:
(1) The Company's paid-in capital is 803,312,600dollars which is divided into 80,331,260
issued shares, leaving the number of outstanding shares at 80,331,260 shares.
(2) If subsequently the dividend payout ratio is changed because the number of the
Company’s outstanding shares is changed due to the Company’s buying back treasure
shares or retiring expired treasury shares, or due to any other reason, it is proposed that
the Board of Directors authorize the Chairman of the Board to adjust the shareholder
dividend ratio based on the total dividend amount indicated in the Earnings Distribution
Proposal approved this time.
(3) Source of the earnings distributed: NT$481,987,560dollars of the Company’s profit
after tax of 2025.

Chairman of the Board: HUNG-LIANG HSIEH

Manager: Accounting Manager: HUNG-YI LI SHAO-CHE CHUANG

Resolutions:

4

Four. Discussions :

Proposal 1 (Proposed by the Board of Directors)

Subject Matter: Proposal on the amendment to the Articles of Rules of Procedure for Shareholders; proposed for discussion:

Description:

In accordance with the Taiwan Stock Exchange Order No. 11500029701 issued on March 5, 2026, the Company's "Rules of Procedure for Shareholders' Meetings" have been amended, and a comparison table of the amended provisions of the "Rules of Procedure for Shareholders' Meetings" is proposed. " Please refer to Attachment 4 on P.36 of this handbook.

Resolutions:

Five. Extempore Motion:

Six. Meeting Adjourned

5

Chapter 3. Attachments

Attachment I

2024 Business Report

Dear Scientech Shareholders:

2025 operating results:

In 2025, the Company has seen a consolidated operating revenue of NT$11,371,368 thousand, an increase of NT$1,683,088 thousand from last year; operating profit of NT$ 1,575,580 thousand , an increase of NT$ 460,031 thousand from last year; an income before tax of NT$ 1,539,863 thousand, an increase of NT$ 263,159 thousand from last year; Profit, attributable to Owners of parent company of NT$ 1,109,812 thousand, an increase of NT$182,829 thousand from last year; and an EPS of NT$13.82 dollars.

Item 2025 2024 Amount
increased or
decreased
Growth rate
Operatingrevenue 11,371,368 9,688,280 1,683,088 17%
Operating grossprofit 3,813,851 2,905,827 908,024 31%
Operating profit 1,575,580 1,115,549 460,031 41%
Netprofit before tax 1,539,863 1,276,704 263,159 21%
Profit, attributable to
Owners of parent
company
1,109,812 926,983 182,829 20%
Earnings per share (NT$)
(after taxes)
13.82 11.54 2.28 20%

II. Outline of the 2026 Business Plan:

  • (I) Business policy and important production and marketing policies

  • Having mastered the key R&D technologies requisite for independently making semiconductor wet process equipment (both single-wafer processing and batch-wafer processing), the Company has demonstrated considerable competitive advantages at both the front-end and the back-end of semiconductor Advanced Packaging process. After all the years of R&D, all models of the Temporary Bonding/Debonding System (TBDB) series have all been successfully developed and put to business use; such models have become an important revenue source for the Company. Going forward this year, we will continue to enhance our R&D strength and production capacity and develop new applications, so as to meet customer needs and thus create long-term favorable development conditions for our Equipment Manufacturing business.

  • In terms of wafer reclaim, to satisfy the customers’ needs for the advanced semiconductor process, the Company has been actively engaged in developing new process and improving existing process. On the 300mm wafer reclaim front, the Company will move forward to attain more advanced process capability to meet customers’ needs this year.

  • 3.Upholding the R&D spirit as always, the Company actively develops

6

semiconductor/FPD/LED machinery and more advanced wafer processing technologies

while competing for new products for our agent business; in 2026, the Company will

diversify operating risks and generate revenues and profits from more diversified sources.

  • (II) Expected sales and its bases

Revenue is expected to grow in 2026, judging from current market conditions, prospects of development for the semiconductor(advanced packaging and front-end processes),compound semiconductor, substrates, OLEDs, and other industries, and the scaled-up operations with respect to Equipment Manufacturing and wafer reclaim.

III. Future development strategies

To catch up with industrial development, the Company will strive to boost the agent business in different fields while grasping the development of technologies requisite for equipment manufacturing, and improving wafer reclaim process technology and production capacity.

  • IV. Impact of external competition, regulatory environment, and macroeconomic environment The semiconductor industry scales up due to demands from the various industries such as artificial intelligence, high-speed computing, self-driving cars, the Internet of Things, and digital media. With clients successively launching their 7/5/3/2 nm advanced process, capital expenditure on semiconductor equipment will be driven up, which is a favorable factor for the Company’s development.

Once again, we would like to say thank you to all shareholders, directors, clients, and suppliers for their offering long-term support and encouragement to the Company. In a new year going forward, we will uphold the idea of sustainable operations and keep improving ourselves so that we meet your expectations for Scientech.

We wish you all good health and good luck!

Chairman of the Board: Manager: HUNG-LIANG HSIEH HUNG-YI LI

Accounting Manager: SHAO-CHE CHUANG

7

Attachment II

Audit Committee Review Report for 2025

SCIENTECH CORPORATION

Audit Committee Review Report

After reviewing the 2025 Business Report, Earnings Distribution Proposal, Individual and Consolidated Financial Statements (including the balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flows) that were prepared by the Company’s Board of Directors, the Audit Committee did not find any non-conformities, and thus prepared this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Very Truly

Yours,

Scientech Corporation Board of Directors

Audit Committee Convener: Cheng-Li Yang

March 10, 2026

8

Attachment III

2025 Consolidated Financial Statements and Individual Financial Statements

Independent Auditors’ Report

SCIENTECH CORPORATION The Board of Directors and Shareholders:

Audit opinion

SCIENTECH CORPORATION and its subsidiaries (collectively referred to as the SCIENTECH Group) as of 31 December 2025 and 2024, and the Consolidated Balance Sheets, for the period from 1 January to 31 December 2025 and 2024, and the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and the Notes on Consolidated Financial Statements (including the summary of significant accounting policies), have been audited by our accountants.

In our opinion, the aforementioned Consolidated Financial Statements fairly present, in all material respects, the consolidated financial position of the SCIENTECH Group as of 31 December 2025 and 2024, and the consolidated financial performance and consolidated cash flows for the periods from 1 January to 31 December 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations, and Statement on Internal Control (SIC) approved and promulgated by the Financial Supervisory Commission.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Consolidated Financial Statements section of our report. The personnel of our affiliated firm subject to independence regulations have maintained independence from the SCIENTECH Group in accordance with the International Code of Ethics for Professional Accountants (IESBA Code), and

9

fulfilled other responsibilities under that code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters

Key audit matters refer to matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the SCIENTECH Group for the year 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these issues.

The Key Audit Matters for the SCIENTECH Group's 2025 Consolidated Financial Statements are stated as follows: Revenue recognition

The SCIENTECH Group's Sales revenue from agency and manufacturing of machinery for the year 2025 is material to the financial statements as a whole (accounting for 69% of the total Sales revenue). Recognition of Sales revenue for machinery occurs when performance obligations are satisfied. Since the Company may recognize Sales revenue before the criteria for revenue recognition from the sale of machinery are met, this is identified as a key audit matter.

Our main audit procedures to address the said matter included understanding and testing the effectiveness of the design and implementation of the internal control system pertaining to the recognition of machinery sale and discussing with the management about whether the accounting policy for Sales revenue recognition is appropriate and consistently adopted; we also sampled sales documents to verify the Terms and conditions on the order or sale contract and check the acceptance certificate signed off by customers, so as to assess whether the Sales revenue recognition is appropriate.

Other Matters

SCIENTECH CORPORATION has prepared its parent-company-only financial reports for the years 2025 and 2024, on which we have issued unqualified opinions audit reports for reference.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

10

The management was responsible for fairly presenting these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations, and SIC interpretations that were approved and promulgated by the Financial Supervisory Commission, and for maintaining the necessary internal control related to the preparation of these consolidated financial statements to ensure that these consolidated financial statements were free of material misstatements, whether due to fraud or errors.

During preparation of these consolidated financial statements, the management was also responsible for evaluating The Group’s ability to continue as a going concern, disclosing going concern matters, and applying the going concern basis of accounting, unless the management intended either to liquidate The Group or to terminate its operations, or had no feasible alternatives but to do so.

The Group’s governance body (including the Audit Committee) was responsible for supervising the financial reporting procedures.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives in auditing the Consolidated Financial Statements 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 audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with the Auditing Standards cannot guarantee that a material misstatement in the Consolidated Financial Statements will always be detected. Misstatements can arise from fraud or error. Misstatements 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 exercised professional judgment and maintained professional skepticism throughout the audit. We also conduct the following tasks: 1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit

11

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.

2.

3.

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.

  1. 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 auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  1. 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 directing, supervising, and executing the group’s audit engagements and for forming the group’s 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,

12

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 determined the key audit matters for the audit of the SCIENTECH Group ’s 2025 consolidated financial statements. We describe these matters in our auditor ’s 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.

Deloitte & Touche Accountant HSIU-MING HSU Accountant YU-CHENG HSIN

Securities and Futures Commission Approval No. from the Financial Supervisory Approval Document No. Commission Tai-Tsai-Cheng-Liu-Tzu No. Jin-Guan-Zheng-Shen-Zi No. 0920123784 1120349008

March 13, 2026

13

SCIENTECH CORPORATION and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2025 and 2024

Unit: NT$ thousand

Code

1100
1110
1170
130X
1410
1470
11XX

1517
1550
1600
1755
1780
1840
1915
1975
1990
15XX
1XXX

Code

2100
2130
2170
2200
2230
2252
2280
2321
2399
21XX

2530
2570
2580
2600
25XX
2XXX

3110
3200
3310
3350
3300
3410
3420
3400
31XX
36XX

3XXX
Assets
Current assets
Cash and cash equivalents (Notes 4 and 6)
Current financial assets at fair value through profit or loss(Notes 4 and 7)
Notes and accounts receivable (Notes 4, 9, and 21)
Inventories (Notes 4 and 10)
Prepayments
Other current assets(Notes 15, 32, and 33)
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income (Notes
4 and 8)
Investments accounted for using equity method (Notes 4 and 12)
Property, plant and equipment(Notes 4, 13, and 33)
Right-of-use assets (Notes 4 and 14)
Intangible assets (Notes 4 and 26)
Deferred tax assets (Notes 4 and 23)
Prepayments for equipment (Note 13)
Net defined benefit assets (Notes 4 and 19)
Other non-current assets (Note 15)
Total non-current assets
Total assets
Liability and equity
Current liabilities
Short-term borrowings(Notes 16 and 33)
Contract liabilities (Notes 4, 21, and 32)
Notes payable and accounts payable
Other payables(Notes 13, 18, and 32)
Current tax liabilities (Notes 4 and 23)
Short-term warranty provision (Note 4)
Lease liabilities (Notes 4, 14, and 32)
Current portion of Bonds payable (Note 4 and 17)
Other current liabilities
Total current liabilities
Non-current liabilities
Bonds payable (Note 4 and 17)
Deferred tax liabilities (Notes 4 and 23)
Lease liabilities (Notes 4, 14, and 32)
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of the company (Notes 4, 17, 20 and 28)
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Unappropriated retained earnings
Total retained earnings
Other equity
Exchange differences on translation of foreign financial statements
Unrealized valuation gains or losses on financial assets at fair value
through other comprehensive income
Total other equity interests
Owners of the CompanyTotal equity
Non-controlling interests
Total equity
Total Liabilities and Equity
31 December 2025 31 December 2025
27
-
3
48
2
-
80
3
2
11
-
-
1
3
-
-
20
100
1
56
6
3
1
-
-
5
-
72
-
2
-
-
2
74
3
4
2
13
15
-
2
2
24
2
26
100
31 December 2024 31 December 2024
Amount
$ 6,687,823
458
887,952
11,948,477
557,058
76,432

20,158,200

708,268
400,876
2,663,333
83,003
47,771
223,852
706,416
2,366
68,417

4,904,302

$ 25,062,502

$ 346,246
14,169,314
1,460,667
734,681
186,782
100,427
16,704
1,166,768
28,766

18,210,355

-
371,094
70,607
143

441,844

18,652,199

803,313

918,806

531,898
3,292,552

3,824,450

10,633
501,841

512,474

6,059,043
351,260

6,410,303

$ 25,062,502
Amount
$ 7,014,917
2,480
590,216
11,625,770
792,137
68,762

20,094,282

279,028
636,932
1,634,599
86,515
693
241,777
455,810
1,764
52,341

3,389,459

$ 23,483,741

$ 563,221
14,006,118
1,487,448
639,991
159,652
85,579
17,011
-
28,248

16,987,268

1,145,654
315,374
73,440
-

1,534,468

18,521,736

803,280

917,777

439,166
2,641,716

3,080,882

55,395
104,671

160,066

4,962,005
-

4,962,005

$ 23,483,741












































































30
-
3
50
3
-
86
1
3
7
-
-
1
2
-
-
14
100
2
60
6
3
1
-
-
-
-
72
5
2
-
-
7
79
3
4
2
11
13
-
1
1
21
-
21
100

The accompanying notes are an integral part of the consolidated financial statements.

Chairman of the Board: HUNG-LIANG HSIEH Manager: HUNG-YI LI Accounting Manager: SHAO-CHE CHUANG

14

SCIENTECH CORPORATION and Subsidiaries

Consolidated Statement of Comprehensive Income

1 January to 31 December 2025 and 2024

Unit: NT$ thousand, except Earnings per share is dollars

Code
Operating revenue(Notes 4,
21, and 32)
4100
Sales revenue

4600
Service revenue
4800
Other operating revenue
4000
Total operating
revenue
5000
Operating costs (Notes 10 and
22)
5900
Gross profit from operations
5920
Realized gains on transactions
with associates (Note 4 and
12)
5950
Realized operating gross
profit
Operating expenses(Notes 9,
22, and 32)
6100
Selling expenses
6200
Administrative expenses
6300
Commissions expense
6450
Expected credit loss
(gain)
6000
Total operating
expenses
6900
Operating Income

Non-operating income and
expenses
7010
Other income(Note 4, 8,
and 32)
(Continued)
2025
96

4
-

100

66

34
-

34

13

3

4
-

20

14


-
2024
Amount
$ 10,895,501
433,223
42,644

11,371,368

7,562,989

3,808,379
5,472

3,813,851

1,462,752

306,458
463,325
5,736

2,238,271

1,575,580

38,750
Amount
$ 9,400,488

277,278
10,514

9,688,280

6,787,607


2,900,673
5,154

2,905,827


1,202,243

215,263

377,553

4,781)

1,790,278

1,115,549


23,093


































(
















97

3
-
100
70
30
-
30
13

2

4
-
19
11

-

15

(Continued)

(Continued)
Code
7020
Other gains and losses
(Notes 11 and 12)
7050
Finance costs (Notes 4,
22, and 32)
7060
Share of profit or loss of
associates accounted
for using equity
method (Notes 4 and
12)
7100
Income from
interests(Notes 4 )
7630
Exchange (losses) gains
(Notes 4 and 35)
7635
Net (loss) gain on
financial assets at fair
value through profit or
loss
7000
Total non-operating
income and
expenses
7900
Profit before tax
7950
Tax expense (Notes 4 and 23)
8200
Net profit in the current year

Other comprehensive income
(Note 4)
Items that will not be
reclassified
subsequently to profit
or loss
8311
Re-measurements of
defined benefit
plans (Note 19)
(Continued)
2025

-

-

-

1
(
1 )

-


-

14

4

10


-
2024
Amount
$ 8,179
(
28,464 )
(
24,324 )
142,969
(
170,807 )
(
2,020)

(
35,717)

1,539,863

397,812


1,142,051

949
Amount
( $ 5,698 )
(
17,875 )
(
22,717 )

166,676

14,882

2,794


161,155


1,276,704

349,721


926,983


426











-

-

-

2

-
-
2
13
3
10

-

(Continued)

16

Code
8316
Unrealized
valuation gains or
losses on
investment in
equity
instruments at fair
value through
other
comprehensive
income
8349
Income tax relating
to items that will
not be reclassified
subsequently to
profit or
loss(Note 23)
8310

Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translation of foreign financial
statements
8370
Share of other
comprehensive income
of associates
accounted for using
the equity method
(Note 12)
8399
Income tax related
to items that
might be
reclassified (Note
23)
8360

8300
Other
comprehensive
income (net after
tax)
8500
Total
comprehensive
income for the
year
(Continued)
2025

3
-

3


-

-
-

-

3

13
2024
Amount Amount
(



(

397,170

190)

397,929

( $ 54,288 )
1,009
11,191


42,088)

355,841

$ 1,497,892









(



(



68,892

86)

69,232

$ 66,196

16,270

16,493)

65,973

135,205

$ 1,062,188









1
-
1

-

-
-
-
1
11

17

(Continued)

(Continued)
Code
Profit, attributable to:
8610
Owners of parent company

8620
Non-controlling interests

8600

Comprehensive income
attributable to:
8710
Owners of parent company

8720
Non-controlling interests

8700

Earnings per share (Note 24)
9710
Basic

9810
Diluted
2025
10
-

10

13
-

13


2024
Amount Amount








$ 1,109,812
32,239

$ 1,142,051

$ 1,462,979
34,913

$ 1,497,892

$ 13.82
$ 13.38












$ 926,983
-

$ 926,983

$ 1,062,188
-

$ 1,062,188

$ 11.54
$ 11.36





10
-
10
11
-
11

The accompanying notes are an integral part of the consolidated financial statements.

Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH HUNG-YI LI SHAO-CHE CHUANG

18

SCIENTECH CORPORATION and Subsidiaries

Consolidated Statement of Changes in Equity

1 January to 31 December 2025 and 2024

Unit: NT$ thousand

Other Other equity equity
Unrealized
valuation gains or
losses on
Ordinary share Retained earnings investment in
Exchange equity instruments
differences on at fair value
translation of through other
Shares in Unappropriated foreign financial comprehensive Non-controlling
Code thousands Amount Capital surplus Legal reserve Special reserve retained earnings statements income Total interests Total equity
A1
Balance as of 1 January 2024 80,328
$ 803,280
$ 685,901
$ 375,378
$ 33,380
$ 2,066,113
( $ 10,578 ) $
35,779
$ 3,989,253
$
-
$ 3,989,253
2023 Earning appropriation
B1 Legal reserve - -
-
63,788 -
(
63,788 )
- - - - -
B3 Special reserve appropriated - -
-
-
( 33,380 )
33,380
- - - - -
B5 Cash dividends - -
-
- -
(
321,312 )
- -
(
321,312 )
-
(
321,312 )
Issuance of convertible corporate bonds
C5 recognized as part of the equity item
-
-
231,876
- - - - - 231,876 - 231,876
D1
Net profit for 2024 - -
-
- - 926,983 - - 926,983 - 926,983
2024 Other comprehensive income
D3 (loss), net of income tax

-
-

-
-
-
340
65,973
68,892
135,205
-
135,205
Z1
Balance as of 31 December 2024 80,328 803,280
917,777
439,166 -
2,641,716 55,395 104,671
4,962,005 -
4,962,005
2024 Earning appropriation
B1 Legal reserve - -
-
92,732 -
(
92,732 )
- - - - -
B5 Cash dividends - -
-
- -
(
361,476 )
- -
(
361,476 )
-
(
361,476 )
O1
Acquisition of subsidiaries - -
-
- - - - - - 312,202 312,202
O1
Change in non-controlling interests - -
-
- - - - - - 27,546 27,546
Acquisition of ownership interests in
M5 subsidiaries - -
-
- - - - - -
( 28,928 ) (
28,928 )
I1
Conversion of convertible bonds 3 33
1,029
- - - - - 1,062 - 1,062
Changes in percentage of ownership
M7 interest in subsidiaries - -
-
- -
(
5,527 )
- -
(
5,527 )
5,527 -
D1
Net profit for 2025 - -
-
- -
1,109,812 - -
1,109,812 32,239
1,142,051
2025 Other comprehensive income
D3 (loss), net of income tax

-
-

-
-
-
759
( 44,762)
397,170
353,167
2,674
355,841
Z1
Balance as of 31 December 2025

80,331
$ 803,313 $ 918,806
$ 531,898
$ -
$ 3,292,552
$ 10,633
$ 501,841
$ 6,059,043
$ 351,260
$ 6,410,303
The accompanying notes are an integral part of the consolidated financial statements.
Chairman of the Board: HUNG-LIANG HSIEH Manager: HUNG-YI LI Accounting Manager: SHAO-CHE CHUANG

19

SCIENTECH CORPORATION and Subsidiaries Consolidated Statement of Cash Flows January 1 to December 31, 2025 and 2024

A. Unit: NT$ thousand

B.

B.
Code
Cash flow from operating activities
A10000
Profit before tax

A20010
Reconcile profit item
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit loss(Reversal gain)
A20400
Net loss (gain) of financial assets at
fair value through profit or loss
A20900
Finance costs
A21200
Interest revenue

A21300
Dividend revenue

A21900
Share-based payments
A22300
Share of profit or loss of associates
accounted for using equity
method
A22500
(Gain) loss on disposal and
retirement of property, plant, and
equipment
A23700
Impairment loss on non-financial
assets
A24000
Realized gains on transactions with
associates

A24100
Unrealized foreign exchange (gain)
loss

A29900
Gain on derecognition of
subsidiaries

A29900
Proceeds from disposal of
subsidiaries loss
A29900
Defined benefit cost
A30000
Net changes in operating assets and
liabilities
A31150
notes and accounts receivable

A31160
Accounts receivable - related
parties
A31200
Inventories

A31230
Prepayments
A31240
Other current assets

A32125
Contract liabilities
(Continued)
(Continued)
Code
A32150
Notes payable and accounts
payable
2025
$ 1,539,863

190,566
16,636

5,736

2,020

28,464
(
142,969 )
(
4,000 )
2,068
24,324
8,274

213,250
(
5,472 )
(
15,317 )
(
31,941 )
4,059
572
(
163,533 )
-
(
478,331 )
240,573
(
5,150 )
6,165

2025
(
78,633 )
2024
$ 1,276,704
135,480
259
(
4,781 )
(
2,794 )
17,875
(
166,676 )
(
4,045 )
-
22,717
(
4 )
353,180
(
5,154 )

35,865

-
-
599

208,155
12,443
( 2,288,733 )
380,048

98,046
2,053,672
2024
(
442,092 )

20

A32180
Other payables
A32200
Short-term warranty provision
A32230
Other current liabilities

A32240
Net defined benefit liabilities

A33000
Cash flow from operating activities

A33100
Interest received
A33300
Interest paid

A33500
Income taxes paid

AAAA
Net cash flows from operating activities
Cash flows from (used in) investing activities
B00100
Acquisition of financial assets at fair
value through profit or loss

B00200
Proceeds from disposal of financial
assets at fair value through profit or
loss
B01800
Acquisition of long-term equity
investments accounted for using the
equity method
B02300
Proceeds from disposal of subsidiaries
net cash inflow
B02700
Acquisition of property, plant and
equipment

B02800
Proceeds from disposal or property,
plant and equipment
B04500
Acquisition of intangible assets

B05000
Net cash inflows from business
combination
B06700
Increase in other non-current assets

B07600
Dividends received

BBBB
Net cash flows used in investing
activities

Cash flows from financing activities
C00200
Short-term borrowings net (decrease)
increase

C01200
Proceeds from issuing bonds
C04020
Payments of lease liabilities

C04300
Increase in other non-current liabilities
C04500
Cash dividends paid

C05400
Acquisition of ownership interests in
subsidiaries

(Continued)
(Continued)
Code

C05800
Change in non-controlling interests

CCCC
Net cash flows from (used in) financing
activities

DDDD
Effect of exchange rate changes on cash and
cash equivalents
99,379
15,127
(
2,766 )
(
225)

1,468,739

$142,969
(
6,313 )
(
284,964)

1,320,431


(
32,070 )
-
-

2,172
( 1,093,952 )
3,040
(
1,744 )
201,515
(
14,914 )

4,000

(
931,953)

(
291,402 )
-

(
19,865 )
130
(
361,476 )
(
28,928 )
2025


25,877

(
675,664)

(
39,908)
135,132
31,436

12,317
(
159)
1,859,490
$166,676
(
5,122 )
(
295,413)
1,725,631

-
7,385
(
215,133 )
-
(
546,820 )
125

-
-
(
10,703 )

4,045
(
761,101)

255,847
1,365,243
(
17,593 )
-
(
321,312 )

-
2024
135,132
31,436

12,317
(
159)
1,859,490
$166,676
(
5,122 )
(
295,413)
1,725,631

-
7,385
(
215,133 )
-
(
546,820 )
125

-
-
(
10,703 )

4,045
(
761,101)

255,847
1,365,243
(
17,593 )
-
(
321,312 )

-
2024

(
(


-
1,282,185
107,225

21

EEEE
Cash and cash equivalentsNet (decrease)
increase
(
327,094 )
E00100 Cash and cash equivalents at the beginning of
the year
7,014,917

E00200 Cash and cash equivalents at the end of the
year
$ 6,687,823
2,353,940
4,660,977
$ 7,014,917

The accompanying notes are an integral part of the consolidated financial statements.

Chairman of the Board: Manager: Accounting Manager:
HUNG-LIANG HSIEH HUNG-YI LI SHAO-CHE CHUANG

22

Independent Auditors’ Report

SCIENTECH CORPORATION The Board of Directors and Shareholders: Audit opinion

SCIENTECH CORPORATION's Parent Company Only Balance Sheets as of 31 December 2025 and 2024, and the Parent Company Only Statements of Comprehensive Income, Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows for the period from 1 January to 31 December 2025 and 2024, and the notes to the parent company only financial statements (including the summary of significant accounting policies), have been audited by our accountants.

In our opinion, the aforementioned parent company only financial statements are prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and they fairly present the financial position of SCIENTECH CORPORATION as of 31 December 2025 and 2024, and its financial performance and cash flows for the periods from 1 January to 31 December 2025 and 2024.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Parent Company Only Financial Statements section of our report. The personnel of our affiliated firm have adhered to the International Code of Ethics for Professional Accountants (IESBA Code), maintaining impartial independence with SCIENTECH CORPORATION and fulfilling other responsibilities under the code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters

Key Audit Matters refer to matters that, in our professional judgment, were of most significance in the audit of the SCIENTECH CORPORATION parent company only financial statements for the year 2025. These matters were addressed in the context of our audit of the parent company only financial

23

statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these issues.

The key audit matters of the individual financial statements for the year 2025 are stated as follows:

Revenue recognition

SCIENTECH CORPORATION in 2025, as Sales revenue from agency and manufacturing machinery is material to the financial statements as a whole (accounting for 71% of total Sales revenue), and Sales revenue of machinery is recognized when performance obligations are satisfied, there is a risk that the Company may recognize Sales revenue before the criteria for revenue recognition of machinery sales are met; therefore, it is identified as a key audit matter.

Our main audit procedures to address the said matter included understanding and testing the effectiveness of the design and implementation of the internal control system Sales revenue and discussing with the management about whether the accounting policy for Sales revenue recognition is appropriate and consistently adopted; we also sampled sales documents to verify the Terms and conditions on the order or sale contract and check the acceptance certificate signed off by customers, so as to assess whether the Sales revenue recognition is appropriate.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines it is necessary to enable the preparation of parent company only financial statements that are free from material misstatements, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the SCIENTECH CORPORATION's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate the SCIENTECH CORPORATION or to cease operations or has no realistic alternative but to do so.

24

Those charged with governance, including the audit committee, are responsible for overseeing SCIENTECH CORPORATION's financial reporting process.

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists in these parent company only financial statements. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

When performing the audit in accordance with Auditing Standards, we exercise professional judgment and maintain professional skepticism. We also conduct the following tasks:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. 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 SCIENTECH CORPORATION's internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

25

  1. 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 SCIENTECH CORPORATION's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the SCIENTECH CORPORATION to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures and whether or not the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within SCIENTECH CORPORATION to express an opinion on the parent company only financial statements. The auditor is responsible for directing, supervising, and executing the audit engagement and for forming the audit opinion of SCIENTECH CORPORATION.

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 determined the key audit matters for the audit of the SCIENTECH CORPORATION 2025 individual financial statements. We describe these matters

26

in our auditor’s 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.

Deloitte & Touche Accountant HSIU-MING HSU Accountant YU-CHENG HSIN Securities and Futures Commission Approval No. from the Financial Supervisory Approval Document No. Commission Tai-Tsai-Cheng (6) No. 0920123784 Financial-Supervisory-SecuritiesAuditing-Order No.1120349008

13 March 2026

27

SCIENTECH CORPORATION

Parent Company Only Balance Sheet

As of December 31, 2025 and 2024

Code

1100
1110
1170
1180
130X
1410
1470
11XX

1517
1550
1600
1755
1785
1840
1915
1975
1990
15XX
1XXX

Code

2100
2130
2170
2200
2230
2252
2280
2321
2399
21XX

2530
2570
2580
2620
25XX
2XXX

3110
3200
3310
3350
3300
3410
3420
3400
3XXX
Assets
Current assets
Cash and cash equivalents (Notes 4 and 6)
Current financial assets at fair value through profit or loss(Notes 4
and 7)
Notes receivable and accounts receivable (Notes 4, 9, and 20)
Accounts receivable - related parties (Notes 4, 9, 20, and 27)
Inventories (Notes 4, 10, 24, and 27)
Prepayments
Other current assets (Notes 14, 27, and 28)
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income
(Notes 4 and 8)
Investments accounted for using equity method (Notes 4 and 11)
Property, plant and equipment (Notes 4, 12, and 24)
Right-of-use assets (Notes 4 and 13)
Patent right (Note 4)
Deferred income tax assets (Notes 4 and 22)
Prepayments for equipment (Note 12)
Net defined benefit assets (Notes 4 and 18)
Other non-current assets (Note 14)
Total non-current assets
Total Assets
Liability and equity
Current liabilities
Short-term borrowings (Note 15)
Contract liability (Notes 4, 20 , and 27)
Notes payable and accounts payable (Note 27)
Other payables (Notes 12, 17, and 27)
Current income tax liabilities (Notes 4 and 22)
Short-term warranty provision(Note 4)
Lease liabilities (Notes 4, 13, and 27)
Current portion of Bonds payable (Notes 4 and 16)
Other current liabilities
Total current liabilities
Non-current liabilities
Bonds payable (Notes 4 and 16)
Deferred income tax liabilities (Notes 4 and 22)
Lease liabilities (Notes 4, 13, and 27)
Long-term accounts payable to related parties (Notes 27)
Total non-current liabilities
Total liabilities
Equity (Notes 4 and 19)
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Unappropriated retained earnings
Total retained earnings
Other equity
Exchange differences on translation of foreign financial
statements
Unrealized valuation gains or losses on financial assets at fair
value through other comprehensive income
Total other equity interests
Total equity
Total Liabilities and Equity
31 December 2025
Amount

$ 4,330,798
19
458
-
699,778
3
-
-
10,603,673
48
423,328
2
11,609

-
16,069,644
72
708,268
3
2,232,913
10
2,186,520
10
75,043
1
1,359
-
218,018
1
706,416
3
2,366
-
65,434

-
6,196,337
28
$ 22,265,981
100
$ 306,246
2
12,074,996
54
1,248,163
6
684,146
3
97,549
1
73,901
-
13,118
-
1,166,768
5
27,830

-
15,692,717
71
-
-
367,554
2
65,739
-
80,928

-
514,221

2
16,206,938
73
803,313

4
918,806

4
531,898
2
3,292,552
15
3,824,450
17
10,633
-
501,841

2
512,474

2
6,059,043
27
$ 22,265,981
100
Unit: NT$ thousand
31 December 2024
Unit: NT$ thousand
31 December 2024
Amount
$ 4,330,798

458
699,778
-
10,603,673

423,328
11,609

16,069,644

708,268
2,232,913

2,186,520

75,043
1,359
218,018
706,416
2,366
65,434

6,196,337

$ 22,265,981

$ 306,246
12,074,996

1,248,163
684,146
97,549
73,901
13,118
1,166,768
27,830

15,692,717

-
367,554
65,739
80,928

514,221

16,206,938

803,313

918,806

531,898
3,292,552

3,824,450

10,633
501,841

512,474

6,059,043

$ 22,265,981
Amount
$ 4,544,695

2,480
510,990
5,312
9,246,466

666,527
18,046

14,994,516

279,028
2,350,648

1,593,816
77,314
1,698
241,405
455,810
1,764
50,265

5,051,748

$ 20,046,264

$ 563,221
10,832,711

1,206,423
642,326
92,387
56,330
14,363
-
28,231

13,435,992

1,145,654
315,374
66,333
120,906

1,648,267

15,084,259

803,280

917,777

439,166
2,641,716

3,080,882

55,395
104,671

160,066

4,962,005

$ 20,046,264









































23
-
3
-
46
3

-
75
2
12
8
-
-
1
2
-

-
25
100
3
54
6
3
1
-
-
-

-
67
6
1
-

1

8
75

4

5
2
13
15
-

1

1
25
100

The accompanying notes are an integral part of the parent company only financial statements.

Chairman of the Board: HUNG-LIANG HSIEH Manager: HUNG-YI LI Accounting Manager: SHAO-CHE CHUANG

28

SCIENTECH CORPORATION

Parent Company Only Statement of Comprehensive Income

January 1 to December 31, 2025 and 2024

Code
Operating revenue (Notes 4,
20, and 27)
4100
Sales revenue

4600
Service revenue
4800
Other operating revenue
4000
Total operating
revenue

5000
Operating costs (Notes 10, 21,
and 27)

5900
Gross profit from operations

5920
Realized gains on transactions
with associates (Notes 4
and 11)

5950
Realized operating gross
profit

Operating expenses (Notes 4,
9, 21, and 27)
6100
Selling expenses
6200
Administrative expenses
6300
Commissions expense
6450
Expected credit Reversal
of impairment loss
recognized in profit or
loss

6000
Total operating
expenses

6900
Operating Income
Unit: NT$ thousand; except
earnings per share
For the Year 2025
For the Year 2024
Amount

Amount

$ 7,068,850
96
$ 5,609,341
97
255,258
4
173,936
3
26,743

-

10,430

-
7,350,851
100
5,793,707
100
4,744,754
64
4,204,993
72
2,606,097
36
1,588,714
28
5,472

-

5,154

-
2,611,569
36
1,593,868
28
984,792
13
817,561
14

200,506
3
154,391
3
422,283
6
376,687
6

6,715)

-
(
7,559)

-
1,600,866
22
1,341,080
23
1,010,703
14

252,788

5
Unit: NT$ thousand; except
earnings per share
For the Year 2025
For the Year 2024
Amount

Amount

$ 7,068,850
96
$ 5,609,341
97
255,258
4
173,936
3
26,743

-

10,430

-
7,350,851
100
5,793,707
100
4,744,754
64
4,204,993
72
2,606,097
36
1,588,714
28
5,472

-

5,154

-
2,611,569
36
1,593,868
28
984,792
13
817,561
14

200,506
3
154,391
3
422,283
6
376,687
6

6,715)

-
(
7,559)

-
1,600,866
22
1,341,080
23
1,010,703
14

252,788

5
Unit: NT$ thousand; except
earnings per share
For the Year 2025
For the Year 2024
Amount

Amount

$ 7,068,850
96
$ 5,609,341
97
255,258
4
173,936
3
26,743

-

10,430

-
7,350,851
100
5,793,707
100
4,744,754
64
4,204,993
72
2,606,097
36
1,588,714
28
5,472

-

5,154

-
2,611,569
36
1,593,868
28
984,792
13
817,561
14

200,506
3
154,391
3
422,283
6
376,687
6

6,715)

-
(
7,559)

-
1,600,866
22
1,341,080
23
1,010,703
14

252,788

5
Unit: NT$ thousand; except
earnings per share
For the Year 2025
For the Year 2024
Amount

Amount

$ 7,068,850
96
$ 5,609,341
97
255,258
4
173,936
3
26,743

-

10,430

-
7,350,851
100
5,793,707
100
4,744,754
64
4,204,993
72
2,606,097
36
1,588,714
28
5,472

-

5,154

-
2,611,569
36
1,593,868
28
984,792
13
817,561
14

200,506
3
154,391
3
422,283
6
376,687
6

6,715)

-
(
7,559)

-
1,600,866
22
1,341,080
23
1,010,703
14

252,788

5
Amount
$ 7,068,850

255,258
26,743

7,350,851

4,744,754

2,606,097

5,472

2,611,569

984,792


200,506
422,283

6,715)

1,600,866

1,010,703
Amount
$ 5,609,341

173,936
10,430

5,793,707

4,204,993

1,588,714

5,154

1,593,868

817,561

154,391
376,687

7,559)

1,341,080

252,788








(








(

97
3

-
100
72
28

-
28
14
3
6

-
23

5
(Continued)
(Continued)
Code
For the Year 2025
Amount
For the Year 2024
Amount

29

Non-operating income
and expenses
7010
Other income (Notes 4,
8, and 27)
7020
Other gains and
losses(Notes 4 and 11)
7050
Financial cost (Notes 4,
21, and 27)

7070
Share of profit or loss of
associates and
subsidiaries accounted
for using equitymethod
(Notes 4 and 11)
7100
Interest revenue (Notes 4
and 27)
7630
Foreign exchange
(losses) gains

7635
Net gain (loss) on
financial assets at fair
value through profit or
loss

7000
Total non-operating
income and
expenses

7900
Profit before tax

7950
Income tax expenses (Notes 4
and 22)

8200
Net profit in the current year

Other comprehensive income
(Note 4)
Items that will not be
reclassified
subsequently to profit
or loss
8311
Re-measurements of
defined benefit
plans (Note 18)
(Continued)
Code
13,582
-
14,216
-
$ 15,371
-
( $ 1,238 )
-
(
28,962 )
-
(
20,347 )
-
357,122
5
772,773
13
82,276
1
84,121
1
(
113,107 ) (
2 )
26,286
1
(
2,020)

-

2,794

-

324,262

4

878,605
15
1,334,965
18
1,131,393
20

225,153

3

204,410

4
1,109,812
15

926,983
16
949
-
426
-
For the Year 2025
For the Year 2024
Amount

Amount
13,582
-
14,216
-
$ 15,371
-
( $ 1,238 )
-
(
28,962 )
-
(
20,347 )
-
357,122
5
772,773
13
82,276
1
84,121
1
(
113,107 ) (
2 )
26,286
1
(
2,020)

-

2,794

-

324,262

4

878,605
15
1,334,965
18
1,131,393
20

225,153

3

204,410

4
1,109,812
15

926,983
16
949
-
426
-
For the Year 2025
For the Year 2024
Amount

Amount
Amount

30

8316
Unrealized
valuation gains or
losses on
investment in
equity
instruments at fair
value through
other
comprehensive
income
397,170
6
8349
Income tax related
to items that will
not be reclassified
(Note 22)
(
190)

-
(
8310

397,929

6

Items that may be
reclassified
subsequently to profit
or loss
8380
Share of other
comprehensive
income of
associates and
subsidiaries
accounted for
using equity
method (Note 11) ( $ 55,953 ) (
1 )
8399
Income tax related
to items that
might be
reclassified (Note
22)

11,191

-
(
8360
(
44,762)
(
1)

8300
Other
comprehensive
income (net after
tax)

353,167

5

8500
Total comprehensive income
for the year
$ 1,462,979
20

Earnings per share (Note 23)
9710
Basic
$ 13.82

9810
Diluted
$ 13.38
68,892
1

86)

-
69,232

1
$ 82,466
1

16,493)

-
65,973

1
135,205

2
$ 1,062,188
18
$ 11.54
$ 11.36

The accompanying notes are an integral part of the parent company only financial statements. Chairman of the Board: Manager: Accounting Manager: HUNG-LIANG HSIEH HUNG-YI LI SHAO-CHE CHUANG

31

SCIENTECH CORPORATION

Parent Company Only Statement of Changes in Equity

January 1 to December 31, 2025 and 2024

Code
A1
Balance as of 1 January 2024
2023 Earning appropriation
B1
Legal reserve
B3
Special reserve appropriated
B5
Cash dividends
C5
Issuance of convertible corporate bonds
recognized as part of equity item
D1
Net profit for 2024
D3
For the year 2024Other comprehensive
income (loss), net of income tax

Z1
Balance as of 31 December 2024
For the year 2024Earning appropriation
B1
Legal reserve
B5
Cash dividends
M7
Changes in percentage of ownership
interest in subsidiaries
I1
Conversion of convertible bonds
D1
Net profit for 2025
D3
For the year 2025Other comprehensive
income (loss), net of income tax

Z1
Balance as of 31 December 2025
Ordinary share
Number of
thousand Shares
Amount
80,328
$ 803,280

-
-
-
-
-
-
-
-
-
-

-

-

80,328
803,280
-
-
-
-
-
-
3
33
-
-

-

-


80,331
$ 803,313
Ordinary share
Number of
thousand Shares
Amount
80,328
$ 803,280

-
-
-
-
-
-
-
-
-
-

-

-

80,328
803,280
-
-
-
-
-
-
3
33
-
-

-

-


80,331
$ 803,313
Capital surplus
$ 685,901

-
-
-
231,876
-

-

917,777
-
-
-
1,029
-

-

$ 918,806
Retained earnings Unappropriated
retained earnings
$ 2,066,113

(
63,788 )

33,380
(
321,312 )
-
926,983

340

2,641,716
(
92,732 )
(
361,476 )
(
5,527 )
-
1,109,812

759

$ 3,292,552
Other equity
Unrealized
valuation gains or
losses on
investment in
equity instruments
at fair value
through other
comprehensive
income
$ 35,779

-
-
-

-
-

68,892

104,671

-
-

-

-
-


397,170

$ 501,841
Total equity
Exchange
differences on
translation of
foreign financial
statements
Number of
thousand Shares
80,328

-
-
-
-
-

-

80,328
-
-
-
3
-

-


80,331
Legal reserve
$ 375,378

63,788
-

-
-
-

-

439,166
92,732
-
-
-
-

-

$ 531,898
Special reserve
$ 33,380

-

(
33,380 )
-

-
-

-

-

-

-

-

-
-


-

$ -











( $ 10,578 )

-
-

-
-
-

65,973

55,395

-

-

-
-
-
(
44,762)

$ 10,633



$ 3,989,253
-
-
(
321,312 )
231,876
926,983

135,205
4,962,005
-
(
361,476 )
(
5,527 )
1,062
1,109,812

353,167
$ 6,059,043

The accompanying notes are an integral part of the parent company only financial statements. Chairman of the Board: HUNG-LIANG HSIEH Manager: HUNG-YI LI Accounting Manager: SHAO-CHE CHUANG

32

SCIENTECH CORPORATION

Parent Company Only Statement of Cash Flows

January 1 to December 31, 2025 and 2024

Unit: NT$ thousand

Code

Cash flow from operating activities
A10000
Profit before tax

A20010
Reconcile profit item
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected
credit Reversal
of
impairment loss recognized in
profit or loss

A20900
Finance costs
A21200
Interest revenue

A21300
Dividend revenue

A20400
Net loss (gain) of financial assets
measured at fair value through
profit or loss
A22300
Share of profit or loss of
associates
and
subsidiaries
accounted for using equity
method

A22500
Loss on disposal of property,
plant and equipment
A23700
Impairment loss on non-financial
assets
A24000
Realized gains on transactions
with associates

A24100
Unrealized
foreign
exchange
(gain) loss

A24600
Gain
on
deconsolidation
of
subsidiaries

A29900
Defined benefit cost
A30000
Net changes in operating assets and
liabilities
A31150
notes and accounts receivable

A31160
Accounts receivable due from
related parties
A31200
Inventories

A31230
Prepayments
A31240
Other current assets
A32125
Contract liabilities

(Continued)
(Continued)
Code

A32150
Notes payable and accounts
payable
For the Year 2025
$ 1,334,965

179,969
339
(
6,715 )

28,962
(
82,276 )

(
4,000 )

2,020

(
357,122 )

8,222
31,318
(
5,472 )

(
13,118 )
(
31,941 )
572
(
181,122 )
5,247
( 1,519,417 )

243,199
5,480

1,242,285

For the Year 2025
54,698
For the Year 2024
$ 1,131,393
127,347
338
(
7,559 )
20,347
(
84,121 )
(
4,045 )
(
2,794 )
(
772,773 )
8
436,917
(
5,154 )
35,383
-
599
39,481
7,554
( 2,395,136 )
63,972
(
3,457 )
2,588,717
For the Year 2024
(
168,896 )

33

A32180
Other payables
A32200
Short-term warranty provision
A32230
Other current liabilities

A32240
Net defined benefit liabilities
(assets)

A33000
Cash flow from operating activities

A33100
Interest received
A33300
Interest paid

A33500
Income taxes paid

AAAA
Net cash flows from operating
activities

Cash flows from (used in) investing
activities
B00010
Acquisition of financial assets at fair
value through other comprehensive
income

B00200
Proceeds from disposal of financial
assets at fair value through profit or
loss
B01800
Acquisition
of
long-term
equity
investments accounted for using the
equity method

B01900
Disposal
of
long-term
equity
investments accounted for using the
equity method.
B02800
Proceeds from disposal of property,
plant and equipment
B02700
Acquisition of property, plant and
equipment

B06700
Increase in other non-current assets

B07600
Dividends received

BBBB
Net cash flows used in investing
activities

Cash flows from financing activities
C00200
Short-term borrowingsNet (decrease)
increase

C01200
Proceeds from issuing bonds
C03800
Other payables-Decrease in related
parties

C04020
Payments of lease liabilities

(Continued)
(Continued)
Code

C04500
Cash dividends paid

CCCC
Net cash flows from financing
activities (used in)
90,030
17,571
(
401 )
(
225)

1,043,068

82,276
( $ 6,532 )

(
130,998)


987,814

(
32,070 )
-
(
28,928 )

472,127
2,713
(
929,171 )

(
15,169 )


4,000

(
526,498)

(
257,401 )
-

(
39,816 )

(
16,520 )

For the Year 2025
(
361,476)

(
675,213)
145,318
24,220
12,315
(
159)
1,189,815
84,121
( $ 7,594 )
(
158,987)
1,107,355
-
7,385
(
215,133 )
3,167
-
(
546,555 )
(
10,712 )

4,045
(
757,803)
255,847
1,365,243
(
38,943 )
(
14,415 )
For the Year 2024
145,318
24,220
12,315
(
159)
1,189,815
84,121
( $ 7,594 )
(
158,987)
1,107,355
-
7,385
(
215,133 )
3,167
-
(
546,555 )
(
10,712 )

4,045
(
757,803)
255,847
1,365,243
(
38,943 )
(
14,415 )
For the Year 2024
(
(
(

321,312)
1,246,420

34

EEEE
Cash and cash equivalentsNet (decrease)
increase
(
213,897 )

E00100 Cash and cash equivalents at the beginning
of the year
4,544,695

E00200 Cash and cash equivalents at the end of the
year
$ 4,330,798
1,595,972
2,948,723
$ 4,544,695

The accompanying notes are an integral part of the parent company only financial statements.

Chairman of the Board: Manager: Accounting Manager:
HUNG-LIANG HSIEH HUNG-YI LI SHAO-CHE CHUANG

35

Attachment IV Comparison Table for the Articles of Rules of Procedure for Shareholders' Meetings

Article After amendment Before amendment Remarks
5-1-2 This Corporation shall prepare electronic
versions of the shareholders meeting notice
and proxy forms, and the origins of and
explanatory materials relating to all
proposals, including proposals for
ratification, matters for deliberation, or the
election or dismissal of directors or
supervisors,Shareholders'meeting
procedure manual and supplementary
meeting materials,etc.and upload them to
the Market Observation Post System
(MOPS) before 30 days before the date of
a regular shareholders meeting or before 15
days before the date of a special
shareholders meeting.
In addition, before 15 days before the date
of the shareholders meeting, this
Corporation shall also have prepared the
shareholders meeting agenda and
supplemental meeting materials and made
them available for review by shareholders
at any time. The meeting agenda and
supplemental materials shall also be
displayed at this Corporation and the
professional shareholder services agent
designated thereby.
(Below Omitted)
This Corporation shall prepare electronic
versions of the shareholders meeting notice
and proxy forms, and the origins of and
explanatory materials relating to all
proposals, including proposals for
ratification, matters for deliberation, or the
election or dismissal of directors or
supervisors, etc.and upload them to the
Market Observation Post System (MOPS)
before 30 days before the date of a regular
shareholders meeting or before 15 days
before the date of a special shareholders
meeting.
~~The Company shall prepare electronic~~
~~versions of the shareholders' meeting~~
~~agenda and supplemental meeting~~
~~materials and upload them to the MOPS 21~~
~~days before the date of the regular~~
~~shareholders' meeting or 15 days before the~~
~~date of the special shareholders' meeting~~~~~~
~~If, however, the Company has the paid-in~~
~~capital of NT$10 billion or more as of the~~
~~last day of the most current fiscal year, or~~
~~total shareholding of foreign shareholders~~
~~and PRC shareholders reaches 30% or~~
~~more as recorded in the register of~~
~~shareholders of the shareholders' meeting~~
~~held in the immediately preceding year,~~
~~transmission of these electronic files shall~~
~~be made by 30 days before the regular~~
~~shareholders' meeting.~~~~~~
In addition, before 15 days before the date
of the shareholders meeting, this
Corporation shall also have prepared the
shareholders meeting agenda and
supplemental meeting materials and made
them available for review by shareholders
at any time. The meeting agenda and
supplemental materials shall also be
displayed at this Corporation and the
professional shareholder services agent
designated thereby.
(Below Omitted)
Amend the
provisions in
accordance with
the law
5-11-8 If there is a board meeting with a
resolution to elect directors and the number
of candidates exceeds the number of seats
to be elected, a resolution to remove
directors, or a resolution stipulated in
Articles 185 and 316 of the Company Act,
Articles 18, 27, 29, and 35 of the
(Add new laws) In accordance
with the law,
new articles
were added.

36

Article After amendment Before amendment Remarks
Enterprise Mergers and Acquisitions Act,
or Articles 24, Paragraph 2, Subparagraph
1, and 26, Paragraph 2, Subparagraph 1 of
the Financial Holding Company Act, the
chairman should appoint a lawyer,
accountant, or notary as scrutineers.
5-11-9 The person designated by the Chairman in
the preceding paragraph may not be
responsible for matters related to the voting
procedure, nor may he/she be a director,
manager or employee of the company or its
related enterprises.
(Add new laws) In accordance
with the law,
new articles
were added.
5-11-10 The scrutineers shall supervise the voting
and counting process and sign the election
results tally sheet.
(Add new laws) In accordance
with the law,
new articles
were added.
5-11-11 If scrutineers are appointed in accordance
with 5-11-8, the minutes of the
shareholders'meeting should specify the
scrutineers'names and titles.
The following items are moved in order.
(Add new laws) In accordance
with the law,
new articles
were added.
5-11-12 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
5-11-8
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
The following
items are moved
in order.
5-11-13 When the Company convenes a virtual
shareholders' meeting, after the chair
declares the meeting open, shareholders
attending the meeting online shall cast
votes on proposals and elections on the
virtual meeting platform before the chair
announces the voting session ends; the
shareholder failing to do so will be deemed
to have abstained from voting.
5-11-9
When the Company convenes a virtual
shareholders' meeting, after the chair
declares the meeting open, shareholders
attending the meeting online shall cast
votes on proposals and elections on the
virtual meeting platform before the chair
announces the voting session ends; the
shareholder failing to do so will be deemed
to have abstained from voting.
The following
items are moved
in order.

37

Article After amendment Before amendment Remarks
5-11-14 In the event of a virtual shareholders'
meeting, votes shall be counted at once
after the chair announces the voting session
ends, and results of votes and elections
shall be announced immediately
5-11-10
In the event of a virtual shareholders'
meeting, votes shall be counted at once
after the chair announces the voting session
ends, and results of votes and elections
shall be announced immediately
The following
items are moved
in order.
5-11-15 When the Company convenes a hybrid
shareholders' meeting, if shareholders who
have registered to attend the meeting
online in accordance with Article 5-4
decide to attend the physical shareholders'
meeting in person, they shall revoke their
registration two days before the
shareholders' meeting in the same manner
as they registered. If their registration is
not revoked within the time limit, they may
only attend the shareholders' meeting
online
5-11-11
When the Company convenes a hybrid
shareholders' meeting, if shareholders who
have registered to attend the meeting
online in accordance with Article 5-4
decide to attend the physical shareholders'
meeting in person, they shall revoke their
registration two days before the
shareholders' meeting in the same manner
as they registered. If their registration is
not revoked within the time limit, they may
only attend the shareholders' meeting
online
The following
items are moved
in order.
5-11-16 When shareholders exercise voting
rights by correspondence or
electronic means, unless they have
withdrawn the declaration of intent
and attended the shareholders'
meeting online, except for
extraordinary motions, they may
not exercise voting rights on the
original proposals or make any
amendments to the original
proposals or exercise voting rights
on amendments to the original
proposal
5-11-12
When shareholders exercise voting
rights by correspondence or
electronic means, unless they have
withdrawn the declaration of intent
and attended the shareholders'
meeting online, except for
extraordinary motions, they may
not exercise voting rights on the
original proposals or make any
amendments to the original
proposals or exercise voting rights
on amendments to the original
proposal
The following
items are
moved in
order.

38

Chapter 4. Appendix

One. Rules of Procedure for Shareholders' Meetings

SCIENTECH CORPORATION Rules of Procedure for Shareholders' Meetings

Passed at the Board of Directors meeting dated May 6, 2022 Passed at the Shareholders' Meeting dated June 16, 2022

  • Company's Shareholders' Meetings, and to strengthen management capabilities, these Rules of Procedure for Shareholders Meetings are adopted for compliance purposes.

  • Scope: The scope includes the Company’s Rules of Procedure for Shareholders' Meetings; The rules of procedures for the Company's Shareholders' Meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

  • Powers and duties: The Office of the Chairman of the Board shall be in charge of the amendment to these Rules of Procedure for Shareholders' Meetings.

  • Basis: These Rules of Procedure for Shareholders' Meetings were formulated based on Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

  • Description:

  • 5-1. Convening of the Shareholders' Meeting; meeting notice

    • 5-1-1. Unless otherwise provided by law or regulation, the Company's Shareholders' Meetings shall be convened by the Board of Directors.

Any changes to the convening of a shareholder meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent.

  • 5-1-2. The Company shall prepare electronic versions of the Shareholders' Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders' meeting or 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders' meeting or 15 days before the date of the special shareholders' meeting.

If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting.

In addition, 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional

39

shareholder services agent designated thereby.

The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:

  • A. For physical shareholders' meetings, to be distributed on-site at the meeting.

  • B. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

  • C. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.

  • 5-1-3. 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.

  • 5-1-4. 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 and 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.

  • 5-1-5. Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the reelection in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

  • 5-1-6. A shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any Subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the company 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.

  • 5-1-7. Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of submission of shareholder proposals, the manner in which a submission in writing or electronic form will be accepted, and the location and time period for their submission; the period for acceptance of submission of shareholder proposals may not be less than 10 days.

  • 5-1-8. 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.

  • 5-1-9. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article.

40

At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals from the agenda.

  • 5-2. Attending the Shareholders' Meeting by proxy; proxy authorization

  • 5-2-1. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of authorization granted to the proxy.

  • 5-2-2. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, if a declaration is made to cancel the previous proxy appointment, such a declaration shall prevail.

  • 5-2-3. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 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.

  • 5-2-4. Should the shareholder decide to attend a shareholder meeting by videoconference after a proxy form has been received by the Company, a written notice must be sent to the Company no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail.

  • 5-3. Principles for determining the time and place of a shareholders' meeting

  • 5-3-1. The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

  • 5-3-2. If the shareholder meeting is held by videoconference, it is not subject to the restriction on the revenue as specified in the preceding paragraph.

  • 5-4. Preparation of documents such as the attendance book

  • 5-4-1. The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

  • 5-4-2. 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 virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders' meeting in person.

  • 5-4-3. Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

  • 5-4-4. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

41

  • 5-4-5. The Company shall furnish attending Shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election for directors, pre-printed ballots shall also be furnished.

  • 5-4-6. 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 a shareholders’ meeting as proxy, it may designate only one person to represent it in the meeting.

  • 5-4-7. Shareholders who would like to attend the videoconference shareholder meeting should register with the Company at least two days before the shareholder meeting.

  • 5-4-8. For shareholder meetings that are held by videoconference, the Company shall upload the meeting manual, annual report and other relevant information to the videoconference platform of the shareholder meeting at least 30 minutes before the meeting starts, and keep them disclosed until the end of the meeting.

  • 5-4-9. Convening virtual shareholders' meetings and particulars to be included in shareholders' meeting notice

To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:

  - 5-4-9-1. The manner in which shareholders attend the virtual meeting and exercise their rights.

  - 5-4-9-2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events, at least covering the following particulars:

     - A.To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

     - B.Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.

     - C.In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

     - D.Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

  - 5-4-9-3. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.
  • 5-5. The chair and non-voting participants of a shareholders' meeting

  • 5-5-1. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers as chairman, the Vice Chairman shall act in place of the Chairman; if there is no vice chairman or the Vice Chairman is also on leave or for any reason unable to exercise the powers as vice chairman, the Chairman shall appoint

42

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 Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

  • 5-5-2. 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.

  • 5-5-3. It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the Chairman of the Board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

  • 5-5-4. If a shareholders' meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall select a chair from among themselves.

  • 5-5-5. The Company may appoint its attorneys, certified public accountants, or related persons designated by it to attend a shareholders' meeting in a non-voting capacity.

  • 5-6. Documentation of a shareholders' meeting by audio or video

  • 5-6-1. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.

  • 5-6-2. The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

  • 5-6-3. For the shareholder meetings held by videoconference, the Company shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting. The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling videoconferencing tasks.

  • 5-6-4. The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling videoconferencing tasks.

  • 5-7. Calculation of attending shares; meeting procedures

  • 5-7-1. Attendance at shareholders' meetings shall be calculated based on number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

  • 5-7-2. 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

43

and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

  • 5-7-3. If the quorum is not met after two postponements as referred to in Paragraph 5-7-2, 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. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Paragraph 5-4.

5-8. Discussion of proposals

  • 5-8-1. 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.

  • 5-8-2. 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.

  • 5-8-3. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda mentioned in Paragraphs 5-8-1 and 5-8-2 (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.

  • 5-8-4. 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 be put to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

5-9. Shareholder speech

  • 5-9-1. 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.

  • 5-9-2. 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.

  • 5-9-3. 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.

  • 5-9-4. 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.

  • 5-9-5. 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

44

proposal.

  • 5-9-6. After an attending shareholder speaks, the chairman shall personally answer or designate a person to answer.

  • 5-9-7. Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraphs 5-9-1 through Paragraphs 5-9-5 do not apply.

  • 5-10. Calculation of voting shares; the recusal system

  • 5-10-1. Votes casted at a shareholders' meeting shall be calculated based the number of shares.

  • 5-10-2. The shares of the shareholders without voting rights are not counted in the total issued shares for the resolution of the meeting.

  • 5-10-3. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as a proxy for any other shareholder.

  • 5-10-4. The number of shares for which voting rights may not be exercised under Paragraph 5- 10-3 shall not be calculated as part of the voting rights represented by attending shareholders.

  • 5-10-5. With the exception of a trust enterprise or a shareholder services agent approved by the securities competent authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% 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.

  • 5-11. Voting; vote-monitoring and vote calculation

  • 5-11-1. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.

  • 5-11-2. When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person; however, such a shareholder shall be deemed to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. It is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

  • 5-11-3. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail; However, if a declaration is made to cancel the said intent, such a declaration shall prevail.

  • 5-11-4. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the

45

preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

  • 5-11-5. Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

  • 5-11-6. 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.

  • 5-11-7. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

  • 5-11-8. 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.

  • 5-11-9. When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends; the shareholder failing to do so will be deemed to have abstained from voting.

  • 5-11-10. In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

  • 5-11-11. When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.

  • 5-11-12. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they may not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

5-12. Election

  • 5-12-1. The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

46

  • 5-12-2. 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. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

  • 5-13. Meeting minutes and sign-off matters

  • 5-13-1. 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.

  • 5-13-2. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

  • 5-13-3. 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 statistical tallies 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 the Company.

  • 5-13-4. Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents, or other force majeure events, and how issues are dealt with shall also be included in the minutes.

  • 5-13-5. Where a virtual shareholders' meeting is convened, in addition to complying with the provisions of the proceeding paragraph, the meeting minutes should also specify the alternative measures taken for shareholders who may have difficulties joining the meeting by videoconference.

5-14. Public disclosure

  • 5-14-1. On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. .

  • 5-14-2. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

  • 5-15. Maintaining order at the meeting place

  • 5-15-1. Staff handling administrative affairs of a shareholders' meeting shall wear identification

47

cards or arm bands.

  • 5-15-2. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

  • 5-15-3. At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from doing so.

  • 5-15-4. 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.

  • 5-16. Recess and resumption of a shareholders' meeting

  • 5-16-1. 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.

  • 5-16-2. 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.

  • 5-16-3. 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.

5-17. Disclosure of information at virtual meetings

For shareholder meetings that are held by videoconference, the Company immediately discloses the voting results of motions and election results to the videoconference platform of the shareholder meeting in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting.

  • 5-18. Location of the chair and secretary of virtual-only shareholders' meeting

Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding videoconferencing shareholder meetings, and the chair should announce the address of the place at the beginning of the meeting.

5-19. Handling of disconnection

  • 5-19-1. In the event of a virtual shareholders' meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

  • 5-19-2. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.

  • 5-19-3. For a meeting to be postponed or resumed under Article 5-19-1, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights, and number of election rights represented at the postponed or resumed session.

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  • 5-19-4. During a postponed or resumed session of a shareholders' meeting held under Article 5- 19-1, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

  • 5-19-5. When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in Article 5-19-1, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue, and no postponement or resumption thereof under Article 5-19-1 is required.

  • 5-19-6. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

  • 5-19-7. When postponing or resuming a meeting according to Article 5-19-1, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

  • 5-19-8. For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and 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 handle the matter based on the date of the shareholders' meeting that is postponed or resumed under Article 5-19-1.

5-20. Handling of digital divide

When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.

  • 5-21. These Procedures shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

  • Flowchart: None.

  • Forms: None.

  • References: None.

  • Attachments: None.

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Two. Articles of Incorporation

Scientech Corporation Articles of Incorporation

Chapter 1 General Provisions

  • Article 1: The Company is duly incorporated under the Company Act of the Republic of China, and its name shall be 辛耘企業股份有限公司 in the Chinese language, and Scientech Corporation in the English language.

  • Article 2: The scope of business of the Company shall be as follows:

  • I. CB01010 Machinery Equipment Manufacturing

  • II. CC01080 Electronics Components Manufacturing

  • III. E603050 Automatic Control Equipment Engineering

  • IV. F113010 Wholesale of Machinery

  • V. F119010 Wholesale of Electronic Materials

  • VI. F113030 Wholesale of Precision Instruments

  • VII. F401010 International Trade

  • VIII. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import

  • IX. C901010 Pottery and Ceramics Products Manufacturing

  • X. C901020 Glass and Glass Products Manufacturing

  • XI. IG01010 Biotechnology Services

  • XII. IC01010 Medicine Inspection

  • XIII. F213040 Retail Sale of Precision Instruments

  • XIV. F213080 Retail Sale of Other Machinery and Equipment

  • XV. F218010 Retail Sale of Computer Software

  • XVI. F219010 Retail Sale of Electronic Materials

  • XVII. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified XVIII. ZZ99999[All business activities that are not prohibited or restricted by law, except ] those that are subject to special approval

  • Article 2-1: When the Company is a limited-liability shareholder of another company, the total amount of the Company’s investment shall not be subject to the restriction of not more than 40% of the Company’s paid-up capital as provided in Article 13 of the Company Act.

  • Article 2-2: The Company may provide endorsement and guarantee and act as a guarantor to/for industry peers.

  • Article 3: The Company shall have its head office in Taipei City, Taiwan, Republic of China, and shall be free, upon approval of the Board of Directors, to set up representative and branch offices at various locations within and without the territory of the Republic of China, wherever and whenever the Board of Directors deems it necessary.

  • Article 4: Public announcements of the Company shall be made in accordance with the Company Act and other relevant rules and regulations of the Republic of China.

Chapter 2 Shares

  • Article 5: The total capital stock of the Company shall be in the amount of NT$1 billion, divided into 100 million shares, at NT$10 each, and may be issued in installments if the Board of Directors

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deems it necessary. Among the total capital stock mentioned in the previous paragraph, a total of NT$50 million divided into 5 million shares at NT$10 per share should be reserved for issuing employee stock options, and may be issued in installments. If the Taiwan Depository & Clearing Corporation requests that share certificates be consolidated and exchanged for larger denomination security certificates, the Company may cooperate.

  • Article 5-1: Employees entitled to the treasury shares that the Company purchased in accordance with laws include employees of a controlled or affiliated company who meet certain criteria.

  • Employees entitled to the Company’s employee stock options include employees of a controlled or affiliated company who meet certain criteria.

  • When issuing new shares, the Company shall reserve 10 ~ 15 % of such new shares for subscription by employees, who shall include the employees of a controlled or affiliated company who meet certain criteria.

  • Employees entitled to the Company’s restricted stock units (RSU) include employees of a controlled or affiliated company who meet certain criteria.

  • Article 6: (Deleted)

  • Article 7: All of the Company’s shares shall be registered ones, and shall bear a serial number and the signature or seal of the director representing the Company, and may be issued after being duly certified or authenticated by a bank which is competent to certify shares under the laws. Registered share certificates issued by the Company are not required to be printed. The Company, however, should contact the securities depository and custodian institution for registration of the share certificates.

  • Article 8: Registration for transfer of shares shall be suspended 30 days immediately before the date of regular meeting of shareholders, and 15 days immediately before the date of any special meeting of shareholders, or within 5 days before the date on which dividend, bonus, or any other benefit is scheduled to be paid by the Company. After the public offering of the Company, registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting of shareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

  • Article 8-1: The Company’s stock affairs shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority, except as otherwise provided in laws or regulations.

  • Article 8-2:Distribution of cash dividends shall be based on the name of shareholders and their shareholding percentage indicated on the shareholders register on the ex-dividend date; fractional dividends less than NT$1 shall be recognized as the Company’s other income.

Chapter 3 Shareholders’ meeting

  • Article 9: Shareholders’ meetings of the Company are of two types, namely:Regular meetings and Special meetings. Regular meetings shall be convened by the Board of Directors within 6 months after the close of each fiscal year once a year. Special meetings may be convened in accordance with the relevant laws whenever necessary.

  • Article 10: The Company’s shareholders’ meetings may be held by videoconference or other means announced by the competent authority of the central government.

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If a shareholder is not able to attend the shareholders’ meeting in person for any reason, he/she may designate a proxy to attend the shareholders' meeting by executing the proxy form printed by the Company, affixing his/her signature or seal on the proxy form, and stating on the proxy form the scope of authorization.

  • Article 11: A shareholder shall be entitled to one vote for each share held, except when the shares are under any circumstance specified in Article 179 of the Company Act, in which case the shares shall be non-voting shares.

  • Article 12: Resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares, unless the Company Act provides otherwise.

  • Article 12-1: 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 mentioned in the previous paragraph shall be produced and distributed in accordance with Article 183 of the Company Act.

  • Article 12-2: If the Company wishes to cease to be a public company, it may do so only after obtaining an approval by a majority vote at a shareholders’ meeting attended by shareholders, either in person or by proxy, who represent two thirds or more of the Company’s total issued shares; this article shall not be changed during the Company’s listing on the emerging stock market, TWSE, or TPEx.

Chapter 4 Directors and the Audit Committee

  • Article 13: The Company shall have seven to nine directors, at least three of them shall be independent directors. Election of the Company’s directors and independent directors shall be of the candidate nomination system. Directors shall elected by the Shareholders' Meeting from among those with disposing capacity, shall serve a term of three years, and may be eligible for re-election. After the public offering of the Company, the percentage of shares held by all directors combined shall be no less than the threshold prescribed by the competent authority. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority.

  • Article 13-1: As required by Article 14-4 of the Securities and Exchange Act, the Company has set up the Audit Committee composed of all independent directors no less than three persons, one of them shall be the convener, and at least one of them shall be an expert in the financial or accounting field.

  • The powers, rules of meeting procedures, and other compliance matters with respect to the Company’s Audit Committee shall be based on laws and the Company’s regulations.

  • be determined by the Board of Directors in accordance with relevant laws and regulations.

  • Article 14: The Board of Directors shall be composed of directors. A chairman of the Board of Directors shall be elected from among the directors by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors. A vice chairman of the Board of Directors shall

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be elected in the same manner. The Chairman of the Board shall represent the Company externally.

  • Article 15: If the Chairman of the Board is on leave or unable to exercise his/her powers for any reason, an acting chairman shall be elected in accordance with Article 208 of the Company Act.

  • Article 15-1: Except the first meeting of each term of the Board of Directors which is convened in the manner specified in Article 203 of the Company Act, all Board of Directors meetings shall be convened and chaired by the Chairman of the Board. Except otherwise specified in the Company’s regulations, a resolution may be passed only with a majority vote at a Board of Directors meeting attended by at least half of all directors. If a director is unable to attend a Board of Directors meeting for any reason, he/she may designate one, and but one, proxy to attend the meeting in accordance with Article 205 of the Company Act. Where a Board of Directors meeting is convened by videoconference, directors attending the meeting by videoconference shall be deemed to have attended the meeting in person.

  • Article 15-2: When the number of vacancies in the Board of Directors of the Company equals to one third of the total number of directors, the Board of Directors shall call a Shareholders' Meeting to elect succeeding directors to fill the vacancies. However, directors so elected shall serve a term equal to the remaining term of unexposed term of office of the predecessor.

  • Article 15-3: The Board of Directors meeting notice shall specify the reasons for convening a meeting, and shall be delivered to each director within a timeframe specified by the Company Act or regulations of the securities competent authority. In emergency circumstances, however, a meeting may be called at shorter notice. The Company may convene a Board of Directors meeting by giving a meeting notice to each director in writing, by e-mail, or by fax. Matters relating to the resolutions of a Board of Directors 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 director within 20 days after the conclusion of the meeting. The meeting minutes shall record the essentials of the proceedings and the results, and shall be retained in the Company along with the attendance book on which directors signed and the proxy forms.

  • Article 16: The Company shall pay remuneration to all directors performing their duties. The remuneration shall fully reflect the directors’ personal performance and the Company’s long-term operating performance, taking into consideration of the Company’s operating risks, and shall be determined by the Board of Directors by referencing the industry standards among peers. Different but reasonable remuneration may be set forth for the independent directors. The Company shall purchase liability insurance policies that cover the directors' term of service, and therefore insure itself against liabilities incurred by the directors over the course of service.

  • Article 16-1: (Deleted)

Chapter 5 Manager

  • Article 17: The Company may have several managers. Their appointment, dismissal, and remuneration shall comply with the Company Act.

Chapter 6 Accounting

  • Article 18: At the end of each fiscal year, the Company's Board of Directors shall compile the following

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reports:I. Business Report. II. Financial Statements. III. Proposals on distribution of earnings or on off-set of deficits, etc. The documents shall be first audited by the Audit Committee 30 days before the date of the regular shareholders' meeting, and then be submitted to the regular shareholders' meeting for ratification in accordance with laws.

Article 19: (Deleted)

Article 20: If the Company has earnings at the end of year, it shall allocate 5%~15% of such earnings as employee remuneration; Of the amount of employee remuneration, no less than 15% should be allocated to remuneration for grassroots employees. the Board of Directors shall allocate no more than 2% of such earnings as director remuneration. The employee remuneration proposal and director remuneration proposal shall be submitted and reported to the shareholders' meeting.

Employee remuneration may be distributed in cash or shares; those eligible for employee remuneration shall also include the employees of a subsidiary or affiliate who meet certain criteria. Such criteria shall be formulated by the Board of Directors. Director remuneration shall be distributed in cash. However, if the Company still has accumulated losses, an amount equal to such losses shall be reserved in advance, and the remainder may then be distributed as employee remuneration and director remuneration according to the percentage mentioned in the preceding paragraph.

In the event of surplus earnings after closing of annual accounts, due taxes shall be paid in accordance with the law, and losses incurred in previous years shall be compensated. Upon completion of the preceding actions, 10% of the remainder surplus shall be allocated as legal reserve. However, in the event that the accumulated legal reserve is equivalent to or exceeds the Company's total paid-in capital, such allocation may be exempted. The remainder may be set aside or reversed as special reserve in accordance with laws and regulations. If there is remaining surplus, the Board of Directors shall draft a surplus distribution proposal regarding the remainder of the surplus as well as accumulated undistributed surplus, shall decide whether to distribute the distributable dividends and bonus in cash or in shares, in whole or in part, by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors, and shall report its decision to the Shareholders' Meeting. However, distribution of in the form of new shares shall be subject to a resolution of the Shareholders' Meeting.

The Company hereby authorizes the Board of Directors to distribute legal reserves and a part or all of the capital reserves stipulated in Article 241 of the Company Act in cash by a resolution achieved by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors; however, the Board of Directors shall report its resolution to the Shareholders' Meeting. However, distribution of in the form of new shares shall be subject to a resolution of the Shareholders' Meeting.

  • Article 20-1: The Company’s dividend policy considers the environment it is in and the growth stage it is

  • at. To cope with future capital requirements and long-term financial planning while maintaining shareholder interests and a balanced dividend policy, shareholder dividends will be distributed in shares or in cash, as appropriate, based on future capital expenditure requirements and the extent of dilution effect on earnings per share. Of the shareholder dividends distributed, no less than 10% shall be in cash. The actual distribution percentage

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shall be determined by the Board of Directors by considering the Company’s business planning, investment plan, capital planning, and the changes in internal and external environment.

Chapter 7 Supplementary provisions

  • Article 21: Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act.

  • Article 22: The Articles of Incorporation were established on June 15, 1979. The 1st revision was made on August 16, 1979. The 2nd revision was made on September 26, 1979. The 3rd revision was made on May 23, 1981. The 4th revision was made on November 1, 1983. The 5th revision was made on January 23, 1984. The 6th revision was made on July 25, 1984. The 7th revision was made on June 26, 1987. The 8th revision was made on April 30, 1992. The 9th revision was made on July 8, 1996. The 10th revision was made on December 10, 1996. The 11th revision was made on November 20, 1998. The 12th revision was made on June 5, 2001. The 13th revision was made on February 18, 2002. The 14th revision was made on April 10, 2002. The 15th revision was made on September 30, 2003. The 16th revision was made on May 10, 2004. The 17th revision was made on August 25, 2004. The 18th revision was made on October 21, 2004. The 19th revision was made on May 11, 2005. The 20th revision was made on June 28, 2005. The 21st revision was made on January 25, 2006. The 22nd revision was made on May 18, 2006. The 23rd revision was made on June 28, 2006. The 24th revision was made on June 29, 2007. The 25th revision was made on June 13, 2008. The 26th revision was made on June 19, 2009. The 27th revision was made on June 18, 2010. The 28th revision was made on June 24, 2011. The 29th revision was made on June 27, 2012. The 30th revision was made on June 9, 2015. The 31st revision was made on June 7, 2016. The 32nd revision was made on June 22, 2017. The 33rd revision was made on June 14, 2019. The 34th revision was made on June 11, 2020. The 35th revision was made on June 16, 2022. 36th revision was made on May 23, 2025.

Scientech Corporation

Chairman Of The Board: HUNG-LIANG HSIEH

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Three. The Effect of Stock Dividend Distribution Resolved at This Shareholders’ Meeting on the Company’s Operating Performance, Earnings per Share, and Return on Shareholder Equity:

Not applicable because the Company does not intend to distribute share dividends to employees and shareholders this year; in addition, the Company is not required to disclose the financial forecast for 2026, according to the Regulations Governing the Publication of Financial Forecasts of Public Companies.

Four. Shareholding by Directors

Data up to the stock transfer deadline for the Annual General Meeting on April 7, 2026

Name
Director:
Chairperson
Hung-Liang Hsieh
Independent director
Cheng-Li Yang
Independent director
Sung-Jen Fang
Independent director
Shui-Chuan, Shin
Independent director
Chun-Chi, Lin
Director
Ming-Chi Hsu
Director
Chung-Ho Shaw
Director
Han-Liang Hu
Director
Wei-Lin Hsieh
Subtotal
Number of shares held
7,822,390
0
0
0
0
251,415
241,000
0
1,589,573
9,904,378

Note: The Company does not have supervisors because it has set up the Audit Committee composed of four independent directors.

The Company’s paid-in capital currently comprises 80,331,260 shares. As such, according to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” promulgated by the Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan, based on Article 26 of the Securities and Exchange Act, the minimum quantity of share the Company’s directors as a whole is required to hold is 6,426,501 shares (8%). The shareholding percentage of the Company’s directors as a whole complies with the legal requirement.

Five. Summary of Proposals Put Forward by Shareholders

As required by Article 172-1 of the Company Act, the Company will accept Regular Shareholders’ Meeting proposals which are put forward in writing by shareholders holding 1% or more of the Company’s issued shares, between March 20, 2026 and March 30, 2026, and has disclosed such information on the MOPS. As of March 30, 2026, the Company did not receive any proposal put forward by shareholders.

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