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SEEC — AGM Information 2026
May 15, 2026
51835_rns_2026-05-15_9b2a7477-5419-4932-a3a0-44e350fc690d.pdf
AGM Information
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Share Code: 1503
Handbook 2026
Annual Shareholders' Meeting
Shihlin Electric
Date: June 17, 2026
Place: No. 188, Section 2, Zhonghua Road,
Hsinchu City, Taiwan (R.O.C.)
(10F International Hall / Ambassador Hotel Hsinchu)
DISCLAIMER
This is a translation of the Handbook for the 2026 Annual Shareholders' Meeting (THE "Handbook") of Shihlin Electric & Engineering Corp. (The "Company"). This translation is intended for reference only and nothing else, the Company hereby disclaims and all liabilities whatsoever for the translation. The Chinese text of the agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.
2026 Annual Shareholders' Meeting
(Translation)
Shihlin Electric & Engineering Corp.
Table of Contents
Meeting Procedures & Agenda ... 1
Report items:
- Item 1 2025 Business Report ... 3
- Item 2 2025 Audit Committee’s Report ... 6
- Item 3 The Report of the status of Endorsement and Guarantee ... 7
- Item 4 The Report of 2025 Distribution of Employees’ compensation and Directors’ Remuneration ... 8
- Item 5 The status of proposals raised by shareholders ... 8
Ratification Items:
- Proposal 1 2025 Business Report and Financial Statements of the Company is submitted for ratification. (Proposed by the Board of Directors) ... 9
- Proposal 2 The 2025 earnings distribution proposal of the Company is submitted for ratification. (Proposed by the Board of Directors) ... 10
Discussion Items:
- Proposal 1 Proposed Amendment to the Company’s Articles of Incorporation for Ratification (Proposed by the Board of Directors) ... 11
Election Items
- Proposal 1 To elect 15 Directors (including 3 Independent Directors) of 22th Board of Directors. (Proposed by the Board of Directors) ... 11
Other Items
- Proposal 1 To lift non-competition restrictions on the newly elected Directors and the representative of Juridical Persons and their representatives. (Proposed by the Board of Directors) ... 11
Extemporary Motion ... 11
Attachments
- Report on the Status of Endorsement and Guarantee (Attachment 1) ... 12
- Independent Auditors’ Report and Financial Statements for the year 2025. (The consolidated financial statements are enclosed.) (Attachment 2) ... 13
- The proposal of Profit Distribution Table (Attachment 3) ... 34
- Comparison Table of Amendments to the Articles of Incorporation (Attachment 4) ... 35
- The candidates list of Directors (including Independent Directors)(Attachment 5) ... 36
- List of non-competition restrictions on directors and their representatives proposed to be lifted (Attachment 6) ... 39
Appendix
I. Articles of Incorporation (Before Amendment) ... 42
II. The Rules of Procedures for Shareholders’ Meeting ... 48
III. Shareholding Facts by All Directors of the Company ... 59
IV. Rules for Election of Directors ... 60
Shihlin Electric & Engineering Corp. Procedure & Agenda for the 2026 Annual Meeting of Shareholders
Convening Method: Hybrid shareholders' meeting (a physical shareholders' meeting supported by video-conferencing)
Time: 10:00 am, June 17, 2026 (Wednesday)
Location: No. 188, Section 2, Zhonghua Road, Hsinchu City
(10F, International Hall / Ambassador Hotel Hsinchu)
Video Conferencing Platform: Taiwan Depository & Clearing Corporation Shareholder eMeeting Platform (https://stockservices.tdcc.com.tw)
Attendance: Shareholders / Equity Representatives
Chairman: Mr. Hsu, Yu-Jui, Chairman of the Board of Directors
Procedures
I. Call the Meeting to Order
II. Chairman's Remarks
III. Agenda
A. Report items
Item 1 2025 Business Report
Item 2 2025 Audit Committee’s Report
Item 3 The Report of The Status of Endorsement and Guarantee
Item 4 The Report of 2025 Distribution of Employees’ Compensation and Directors’ Remuneration
Item 5 The Status of Proposals Raised by Shareholders
B. Ratification Items
Proposal 1 2025 Business Report and Financial Statements of the Company is Submitted for Ratification.
(Proposed by the Board of Directors)
Proposal 2 The 2025 Earnings Distribution Proposal of the Company is Submitted for Ratification.
(Proposed by the Board of Directors)
C. Discussion Items:
Proposal 1 Proposed Amendment to the Company’s Articles of Incorporation for Ratification
(Proposed by the Board of Directors)
D. Election Items
Proposal 1 To elect 15 Directors (including 3 Independent Directors) of 22th Board of Directors.
(Proposed by the Board of Directors)
- 1 -
- 2 -
E. Other Items
Proposal 1 To lift non-competition restrictions on the newly elected Directors and the representative of Juridical Persons and their representatives.
(Proposed by the Board of Directors)
F. Extemporary motion
IV. Meeting Adjourned
【Report Items】
Item 1 Business Report of 2025
Shihlin Electric & Engineering Corp
Business Report of 2025
- Implementation Results of Business Operation Program:
The Company's annual revenue of 2025 is NT$31,070 million, an increase of 8.9% over 2024. In terms of operating interests, the net income of 2025 is NT$3,268 million, an increase of 8.0%. The basic EPS is NT$ 6.27.
- Usage and Efficiency of Budgets
Unit: Million NTD
| Items | 2025 | Ach'd Rates % | |
|---|---|---|---|
| Actual Amounts | Budgeted Amounts | ||
| Revenue | 31,070 | 30,269 | 102.6 |
| Cost | 24,930 | 24,714 | 100.9 |
| Gross Profit | 6,140 | 5,554 | 110.5 |
| Operating Expenses | 2,595 | 2,572 | 100.9 |
| Operating Income | 3,545 | 2,982 | 118.9 |
| Non-operating Income and Expenses | 456 | 818 | 55.7 |
| Pre-Tax Income | 4,001 | 3,800 | 105.3 |
- Analysis of Financial Balance and Profitability
Unit: Million NTD
| Yearly (Analytical Items) | 2025 | 2024 | |
|---|---|---|---|
| Financial Balance | Net Operating Revenue | 31,070 | 28,537 |
| Gross Profit | 6,140 | 5,118 | |
| Profit after Tax | 3,268 | 3,026 | |
| Profitability | ROA (%) | 5.9 | 5.8 |
| ROE (%) | 8.9 | 8.6 | |
| Profit Before Tax to paid-in Capital (%) | 76.8 | 71.1 | |
| Net Profit Margin (%) | 10.5 | 10.6 | |
| EPS(NT$) | 6.27 | 5.81 |
- 4 -
4. Progress of R&D:
Details of R&D Expenses for the Last Two Years
Unit: Million NTD
| Items | 2025 | 2024 |
|---|---|---|
| Expense of R&D | 546 | 587 |
| Revenue | 31,070 | 28,537 |
| Share(%) | 1.8 | 2.1 |
5. Guidelines for Business Operation of 2026
(1) In response to the international trend of "Net-Zero Carbon Emissions", actively seize opportunities in the energy transition:
- Promote the "Green Power" brand products.
- Capture market opportunities in green electricity, energy storage, and energy saving.
(2) Actively participate for comprehensive projects in green energy/transport and public works/Taiwan Power Resilience Plan:
- Comprehensive projects in wind, solar, and storage
- Small comprehensive projects for post-meter BESS
- Comprehensive projects related to transportation, public works, and Taiwan Power
(3) Focus on strategic products that leverage core competencies to expand both domestic and international markets:
- Employ strategic thinking of selection and focus to deepen the expansion of strategic products
- Strengthen the resource allocation to core strategic products
- Actively expand sales in foreign markets (e.g., North America, Europe, the Middle East, Southeast Asia).
- Consolidate relationships with Japanese partners and combine with domestic strategic partners to enhance competitive advantage.
(4) Promote digital transformation:
- Develop digital and intelligent products
- Implement intelligent manufacturing systems (e.g., AIOT, MES, e-Factory).
(5) Comprehensive optimization of organization and talent:
- Construct a more efficient organization to support future growth.
- Extensively recruit talent related to green energy, digitalization, engineering, and exports.
(6) Committed to pursuing sustainable management (ESG)
- Implement sustainable plans for ESG.
- Ensure compliance with ethical standards
- Enhance risk management
Shihlin Electric & Engineering Corp.
Chairman: Hsu, Yu-Jui
[寄到聯印]
President: Kuo, Yueh-She
[約知凝印]
Chief Accountant: Shih, Chin-Yi
[欽祐信息]
- 5 -
Item 2 2025 Audit Committee's Review Report
Audit Committee's Review Report
To the 2026 Annual Shareholders' Meeting of Shihlin Electric & Engineering Corporation,
The Board of Directors has prepared and submitted the Company's 2025 Business Report, Financial Statements (including Consolidated Financial Statements) and the Profit Distribution Proposal. The above Business Report, Financial Statements (including Consolidated Financial Statements) and the Profit Distribution Proposal have been reviewed by the Audit Committee to be without any discrepancies. This report is prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review and approve the same.
The Convener of the Audit Committee: Shin-I Lin

Mar.12, 2026
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Item 3 The status of Endorsement and Guarantee
Explanatory Note:
The amount of Endorsement / Guarantee Provided was NT$ 996,688 thousand for the years ended December 31, 2025. Please refer to p.12 of the Attachment 1 of the Handbook for details.
Item 4 To report 2025 Distribution of Employees' compensation and Directors' Remuneration
Explanatory Note:
I. Pursuant to the provision of Article 235-1 of the Company Act.
II. In accordance with Article 24 of Incorporation of the Company, the Company shall pay appropriate remuneration for directors and employees of that year in case of any profits.
| 1. | The compensation for Directors may not exceed 4% of the profit. |
|---|---|
| 2. | The distribution of employees must be in the range of 1~8%. |
| 3. | At least 20% of the total amount of employee remuneration for the current fiscal year shall be allocated to grassroots employees. |
| Note However, if the Company has accumulated losses, the Company shall first reserve an amount to offset accumulated losses. | |
| The annual profit for the Company refers to the pre-tax profit before distributing the employees' compensation and directors' remuneration. |
III. The distribution of Director remuneration, employee remuneration, and grassroots employee remuneration for the Company in the year 2025 is as follows, all paid in cash:
Unit:NT$ million
| Director Compensation and Employee Remuneration for Year 2025 | Amount | Distribution Rate |
|---|---|---|
| Profit before tax and before distributing the employees' compensation and directors' remuneration | 4300.8 | - |
| Total remuneration allocated to directors | 100.0 | 2.3% |
| Total compensation allocated to employees | 200.0 | 4.6% |
| Allocation to grassroots employees (26% of the total employee remuneration) | 52.0 | 1.2% |
Item 5 The status of proposals raised by shareholders
Explanatory Note:
Pursuant to the provision of the Article 172-1 of the Company Act, the proposal accepting period of 2026 Annual Shareholders Meeting is from April 01, 2026 to April 13, 2026. No proposals are raised by shareholders (holding over 1%) during the said accepting period.
【Ratification Items】
Proposal 1 The Company’s 2025 business report and financial statements are submitted for ratification.
(Proposed by the Board of Directors)
Explanatory Notes:
I. The Company’s 2025 Business Report and financial statements (including consolidated financial statements) have been audited by Independent Auditors, Mr. Huang, Yao-Lin and Chuang, Yeh-Wei of Deloitte & Touche, and have been reviewed and examined by the Audit Committee and the Audit Committee has issued a Review Report accordingly.
II. The “Business Report for the Year 2025” (pages 3~5) and “Financial Statements for the Year 2025” (page 13~33) are attached hereto as [Attachment 2].
III. Please ratify the aforesaid Business Report and Financial Statements.
Resolution:
【Ratification Items】
Proposal 2 The 2025 earnings distribution proposal of the Company is submitted for ratification.
(Proposed by the Board of Directors)
Explanatory Notes:
I. In accordance with the 2025 financial statements, the net profit for the year is NT$3,267,809,569, adding the amount of unappropriated earnings of previous years NT$13,875,387,793, and deducting the legal reserve of NT$316,998,764, the amount of earnings for the year 2025 available for distribution to shareholders as dividend and bonus is NT$13,558,389,029.
II. Pursuant to the Article of Incorporation of the Company, such an amount is proposed to be distributed in the form of the cash dividend. Each shareholder will be entitled to receive a cash dividend of NT$5.0 per share. The net distribution amount is NT$2,604,861,115. Cash dividend shall be distributed and paid to each shareholder, rounded to the nearest NT dollar (truncate the numbers after decimal place). Fractional amounts will be aggregately recognized as other revenue in the accounting book of the Company. The unappropriated retained earnings is NT$10,953,527,914 as of December 31, 2025.
III. After being approved at the Annual General Shareholders’ Meeting, the cash dividends to common shareholders will be distributed on a record date to be determined by the Chairman.
IV. The Earnings Distribution Proposal is attached hereto as [Attachment 3] (page 34).
V. Please ratify the aforesaid proposal.
Resolution:
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- 9 -
【Discussion Items】
Proposal 1: Amendment to the Articles of Incorporation
(proposed by the Board of Directors)
Explanatory:
I. In accordance with Article 14, Paragraph 6 of the Securities and Exchange Act, the Company shall allocate a certain percentage of its annual earnings for salary adjustments or remuneration distribution to entry-level employees, and such provision shall be clearly specified in the Articles of Incorporation.
II. Major Contents Amended:
| Item | Content |
|---|---|
| (1) | The criteria for frontline employees specify that they are not designated as managers and that their salary level falls below a specified threshold. This threshold is established in accordance with the "Regulations on the Addition and Deduction of Salary Expenses for Salary Increases of Employees in Small and Medium Enterprises." |
III. For a comparison of the original and amended provisions, please refer to page 35 of this Handbook [Attachment 4].
IV. Please review and ratify.
Resolution
【Election Items】
Proposal 1: To elect 15 Directors (including 3 Independent Directors) of 22th Board of Directors.
(proposed by the Board of Directors)
Explanatory:
-
The term of office for the Company’s 21st Board of Directors, including independent directors, is set to expire on June 20, 2026. A comprehensive re-election will be conducted at the forthcoming Annual General Meeting of Shareholders in accordance with applicable legal provisions.
-
Pursuant to the Company’s Articles of Incorporation, 15 Directors are to be elected in the current election, including 3 Independent Directors.
-
The appointment of newly elected Directors and the cessation of outgoing Directors shall take effect from the date of their election. The term of office for the newly appointed Directors shall span from June 17, 2026, to June 16, 2029, encompassing a three-year period. Directors are eligible for re-election. An Audit Committee composed exclusively of Independent Directors will be established.
-
The nomination of the Company’s Directors, inclusive of Independent Directors, adheres to a candidate nomination system. The Annual General Meeting of Shareholders will elect Directors from the nominated candidate list. Both independent and non-independent Directors will be elected concurrently, with the number of Directors elected being calculated separately.
-
Rationale for the continued nomination of Mr. Lin Hsin-I, whose term of office has extended to three terms:
Mr. Lin has previously served as President and Vice Chairman of China Motor Corporation, and subsequently occupied significant roles including Minister of Economic Affairs, Vice Premier of the Executive Yuan, Chairman of the Council for Economic Planning and Development, and Chairman of the Industrial Technology Research Institute (ITRI). His career encompasses both the public and private sectors, reflecting substantial practical experience and a high level of professional expertise. Throughout his tenure as an independent director, he has rigorously evaluated the Company’s internal audit and control mechanisms, compliance with laws and regulations, and risk management strategies, offering pertinent advice and guidance concerning financial assessment, auditing, various proposals, and corporate operations. It is anticipated that Mr. Lin’s expertise will continue to be instrumental in his capacity as an independent director, thereby ensuring ongoing oversight of the Company’s activities.
-
For a comprehensive list of Director and Independent Director candidates approved by the 13th meeting of 21st Board of Directors of the Company in accordance with applicable law, please refer to pages 36–38 of this manual [Attachment 5].
-
The election is hereby submitted for your consideration.
Election Results:
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【Other Items】
Proposal 1 To lift non-competition restrictions on the newly elected Directors and the representative of Juridical Persons and their representatives.
Explanatory:
I. Pursuant to Article 209 of the Company Act, should a director engage in activities within the scope of the Company’s business for personal benefit or on behalf of others, the Director is required to disclose the essential details of such conduct to the Shareholders' Meeting and secure their approval.
II. All Directors re-elected at the Company’s 2026 Annual General Meeting may have engaged in activities within the scope of the Company’s business for personal benefit or on behalf of others. In order to satisfy necessary operational requirements without compromising the interests of the Company, it is proposed that the Shareholders' Meeting authorize the removal of non-compete restrictions applicable to Directors, representatives of Corporate Directors, or Directors elected as representatives of corporate shareholders, as well as the corporate shareholders they represent.
III. For comprehensive information concerning the proposed removal of non-compete restrictions on Directors and their corporate directors’ representatives, reference is made to pages 39-41 of this manual [Attachment 6].
IV. Please review and ratify.
Resolution
Extemporary Motions
Meeting Adjourned
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Attachment 1
The Status of Endorsement and Guarantee of Shihlin Electric & Engineering Corp.
Unit: NT$ thousands
| Endorsee/Guarantee | Amount of Endorsed/Guaranteed | |||
|---|---|---|---|---|
| 2025 | 2024 | Amount Increase / Decrease | + - % | |
| Xiamen Shihlin Electric & Engineering Co., Ltd. | 0 | 0 | 0 | 0.0% |
| Suzhou Shihlin Electric & Engineering Co., Ltd. | 94,290 | 98,355 | -4,065 | -4.1% |
| Shihlin Electric (Suzhou) Power Equipment Co., Ltd | 94,290 | 98,355 | -4,065 | -4.1% |
| Wuxi Shihlin Electric & Engineering Co., Ltd. | 157,150 | 163,926 | -6,776 | -4.1% |
| Shihlin Electric Engineering Equipment Vietnam Co., Ltd. | 125,720 | 131,140 | -5,420 | -4.1% |
| Shihlin Electrical Engineering Ltd. of Vietnam | 157,150 | 163,926 | -6,776 | -4.1% |
| Changzhou Shihlin Auto Parts Co., Ltd. | 345,730 | 360,637 | -14,907 | -4.1% |
| Shihlin Technology (Shenzhen) Co., Ltd. | 22,358 | 22,804 | -446 | -2.0% |
| Total | 996,688 | 1,039,143 | -42,455 | -4.1% |
| The maximum amount allowed for endorsement/guarantee is 18,146,294 thousand. |
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Attachment 2
Independent Auditors' Report and Financial Statements for the year 2025 (The Consolidated financial statements are enclosed.)
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Shihlin Electric & Engineering Corp.
Opinion
We have audited the accompanying financial statements of Shihlin Electric & Engineering Corp. (the “Corporation”), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (collectively referred to as the “financial statements”).
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. Accordingly, these matters were addressed in our audit of the financial statements as a whole, and in forming our opinion thereon. Therefore, we do not provide a separate opinion on these matters.
The key audit matter of the Corporation’s financial statements for the year ended December 31, 2025 is described as follows:
The Occurrence of Major Customers’ Operating Revenue
The Corporation and its subsidiaries are engaged in the manufacture of heavy electrical equipment and machinery and electronic equipment, devices, and related parts. Since there were significant changes in major customers, and the amount and fluctuations of operating revenue may affect financial statement users’ understanding of the overall financial statements, the occurrence of operating revenue from major customers with significant growth compared to the same period of the prior year and newly added major customers in 2025 was deemed as a key audit matter. Refer to Notes 4 and 21 to the consolidated financial statements for the related revenue recognition policies and information.
The main audit procedures performed in response to the abovementioned key audit matter were as follows:
- We obtained an understanding of the design of the relevant internal controls over revenue recognition and tested their operating effectiveness.
- We performed substantive tests of transactions for major customers. The procedures included selecting appropriate samples and tracing them to external transaction documents and subsequent collections from customers in order to verify the occurrence of transactions and to confirm that the collections were consistent with the counterparties of the transactions.
Other Matter
We did not audit the financial statements of certain investees of the Corporation as of and for the years ended December 31, 2025 and 2024, which were reflected in the accompanying financial statements using the equity method of accounting, but such financial statements were audited by other auditors whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts included in the Corporation’s financial statements for such investments, is based solely on the reports of other auditors. The aforementioned equity-method investments amounted to NT$12,232,798 thousand and NT$13,284,177 thousand as of December 31, 2025 and 2024, respectively, which represented 21.71% and 24.54% of the Corporation’s total assets, respectively. The Corporation’s share of the profit or loss of such subsidiaries and associates amounted to NT$114,180 thousand and NT$340,387 thousand for the years ended December 31, 2025 and 2024, respectively, which represented 2.85% and 9.19% of the Corporation’s profit before income tax, respectively. The Corporation’s share of the comprehensive (loss) income of such subsidiaries and associates amounted to NT$(1,078,040) thousand and NT$2,981,840 thousand for the years ended December 31, 2025 and 2024, respectively, which represented (98.61%) and 44.58% of the Corporation’s total comprehensive income, respectively.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative, but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
-
15 -
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Yao-Lin Huang and Yeh-Wei Chuang.
Yao-Lin Huang
John-Wei Chuang
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 16, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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SHIHLIN ELECTRIC & ENGINEERING CORP.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 3,359,354 | 6 | $ 1,223,329 | 2 |
| Contract assets - current (Note 21) | 1,730,724 | 3 | 1,578,594 | 3 |
| Notes receivable (Notes 9, 21 and 28) | 903,302 | 2 | 851,485 | 2 |
| Trade receivables (Notes 9 and 21) | 4,741,274 | 8 | 5,141,253 | 9 |
| Trade receivables from related parties (Notes 21 and 28) | 139,789 | - | 58,678 | - |
| Other receivables | 33 | - | 632 | - |
| Other receivables from related parties (Note 28) | 16,763 | - | 6,304 | - |
| Inventories (Note 10) | 8,388,665 | 15 | 7,382,022 | 14 |
| Other current assets (Notes 15, 28 and 29) | 3,419,362 | 6 | 1,762,006 | 3 |
| Total current assets | 22,699,266 | 40 | 18,004,303 | 33 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Note 7) | 661,566 | 1 | 701,342 | 1 |
| Financial assets at fair value through other comprehensive income - non-current (Notes 8) | 2,422,470 | 4 | 3,013,376 | 6 |
| Investments accounted for using the equity method (Note 11) | 17,650,529 | 32 | 19,683,509 | 36 |
| Property, plant and equipment (Notes 12, 28 and 29) | 5,666,096 | 10 | 5,445,254 | 10 |
| Right-of-use assets (Note 13) | 6,434 | - | 4,854 | - |
| Investment properties (Notes 14 and 29) | 6,897,375 | 12 | 6,986,968 | 13 |
| Deferred tax assets (Note 23) | 256,514 | 1 | 210,112 | 1 |
| Other non-current assets (Note 29) | 82,611 | - | 72,130 | - |
| Total non-current assets | 33,643,595 | 60 | 36,117,545 | 67 |
| TOTAL | $ 56,342,861 | 100 | $ 54,121,848 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 16) | $ 1,000,000 | 2 | $ 704,290 | 1 |
| Contract liabilities - current (Notes 21 and 28) | 9,409,830 | 17 | 5,083,442 | 9 |
| Notes payable | 104,909 | - | 125,782 | - |
| Trade payables | 2,682,713 | 5 | 4,027,052 | 7 |
| Trade payables to related parties (Note 28) | 514,310 | 1 | 405,189 | 1 |
| Other payables (Note 17) | 1,526,872 | 3 | 1,375,353 | 3 |
| Other payables to related parties (Note 28) | 35,672 | - | 36,799 | - |
| Current tax liabilities (Note 23) | 447,853 | 1 | 390,513 | 1 |
| Provisions - current (Note 18) | 1,754,213 | 3 | 1,661,132 | 3 |
| Lease liabilities - current (Note 13) | 5,396 | - | 1,825 | - |
| Other current liabilities | 218,237 | - | 253,373 | 1 |
| Total current liabilities | 17,700,005 | 32 | 14,064,750 | 26 |
| NON-CURRENT LIABILITIES | ||||
| Provisions - non-current (Note 18) | 37,391 | - | 32,671 | - |
| Deferred tax liabilities (Note 23) | 2,065,997 | 4 | 2,254,068 | 4 |
| Lease liabilities - non-current (Note 13) | 1,113 | - | 3,058 | - |
| Net defined benefit liabilities - non-current (Note 19) | 154,192 | - | 139,048 | 1 |
| Other non-current liabilities | 91,574 | - | 90,329 | - |
| Total non-current liabilities | 2,350,267 | 4 | 2,519,174 | 5 |
| Total liabilities | 20,050,272 | 36 | 16,583,924 | 31 |
| EQUITY (Note 20) | ||||
| Ordinary shares | 5,209,722 | 9 | 5,209,722 | 9 |
| Capital surplus | 2,797,585 | 5 | 2,695,304 | 5 |
| Retained earnings | ||||
| Legal reserve | 3,862,601 | 7 | 3,545,218 | 7 |
| Special reserve | 5,136,954 | 9 | 5,136,954 | 9 |
| Unappropriated earnings | 13,875,389 | 24 | 13,367,159 | 25 |
| Total retained earnings | 22,874,944 | 40 | 22,049,331 | 41 |
| Other equity | 5,410,338 | 10 | 7,583,567 | 14 |
| Total equity | 36,292,589 | 64 | 37,537,924 | 69 |
| TOTAL | $ 56,342,861 | 100 | $ 54,121,848 | 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
SHIHLIN ELECTRIC & ENGINEERING CORP.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 21 and 28) | ||||
| Sales | $ 25,796,244 | 83 | $ 25,026,555 | 88 |
| Rental revenue | 486,156 | 2 | 479,511 | 2 |
| Construction revenue | 4,788,007 | 15 | 3,030,719 | 10 |
| Total operating revenue | 31,070,407 | 100 | 28,536,785 | 100 |
| OPERATING COSTS (Notes 10, 22 and 28) | ||||
| Cost of goods sold | 20,584,520 | 66 | 20,565,369 | 72 |
| Rental costs | 197,692 | 1 | 202,051 | 1 |
| Construction costs | 4,147,951 | 13 | 2,651,576 | 9 |
| Total operating costs | 24,930,163 | 80 | 23,418,996 | 82 |
| GROSS PROFIT | 6,140,244 | 20 | 5,117,789 | 18 |
| OPERATING EXPENSES (Notes 9, 22 and 28) | ||||
| Selling and marketing expenses | 1,092,264 | 4 | 969,821 | 4 |
| General and administrative expenses | 935,511 | 3 | 929,510 | 3 |
| Research and development expenses | 545,678 | 2 | 586,980 | 2 |
| Expected credit loss on trade receivables | 21,719 | - | 2,484 | - |
| Total operating expenses | 2,595,172 | 9 | 2,488,795 | 9 |
| PROFIT FROM OPERATIONS | 3,545,072 | 11 | 2,628,994 | 9 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 22) | 21,332 | - | 31,054 | - |
| Other income (Notes 22 and 28) | 93,324 | - | 74,681 | - |
| Other gains and losses (Notes 22 and 28) | (145,665) | - | 146,174 | 1 |
| Finance costs (Note 22) | (8,111) | - | (11,083) | - |
| Share of profit or loss of subsidiaries and associates accounted for using the equity method | 494,873 | 2 | 834,007 | 3 |
| Total non-operating income | 455,753 | 2 | 1,074,833 | 4 |
| PROFIT BEFORE INCOME TAX | 4,000,825 | 13 | 3,703,827 | 13 |
| INCOME TAX EXPENSE (Note 23) | 733,015 | 2 | 678,086 | 3 |
| NET PROFIT FOR THE YEAR | 3,267,810 | 11 | 3,025,741 | 10 |
(Continued)
SHIHLIN ELECTRIC & ENGINEERING CORP.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 19) | $ (63,488) | - | $ 64,849 | - |
| Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | (748,781) | (2) | 712,748 | 3 |
| Share of the other comprehensive income of subsidiaries and associates accounted for using the equity method | (1,191,651) | (4) | 2,673,931 | 9 |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 23) | 12,697 | - | (12,970) | - |
| Total items not to be reclassified to profit or loss | (1,991,223) | (6) | 3,438,558 | 12 |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | (200,807) | (1) | 271,568 | 1 |
| Share of the other comprehensive income of subsidiaries and associates accounted for using the equity method | (22,728) | - | 7,706 | - |
| Income tax relating to items that may be reclassified subsequently to profit or loss (Note 23) | 40,162 | - | (54,314) | - |
| Total items that may be reclassified subsequently to profit or loss | (183,373) | (1) | 224,960 | 1 |
| Other comprehensive income for the year, net of income tax | (2,174,596) | (7) | 3,663,518 | 13 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 1,093,214 | 4 | $ 6,689,259 | 23 |
| EARNINGS PER SHARE (Note 24) | ||||
| Basic | $ 6.27 | $ 5.81 | ||
| Diluted | $ 6.26 | $ 5.80 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 16, 2026) (Concluded)
- 19 -
SHIHLIN ELECTRIC & ENGINEERING CORP.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Corporation | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | Total Equity | ||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Total | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Total | ||||
| BALANCE ON JANUARY 1, 2024 | $ 5,209,722 | $ 2,658,913 | $ 3,298,427 | $ 5,136,954 | $ 12,003,033 | $ 20,438,414 | $ (326,477) | $ 4,444,837 | $ 4,118,360 | $ 32,425,409 |
| Appropriation of the 2023 earnings | ||||||||||
| Legal reserve | - | - | 246,791 | - | (246,791) | - | - | - | - | - |
| Cash dividends | - | - | - | - | (1,562,917) | (1,562,917) | - | - | - | (1,562,917) |
| Changes in equity from investments in associates accounted for using the equity method | - | 36,237 | - | - | (50,404) | (50,404) | - | - | - | (14,167) |
| Adjustments to share of changes in equity of subsidiaries | - | 154 | - | - | - | - | - | 186 | 186 | 340 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 3,025,741 | 3,025,741 | - | - | - | 3,025,741 |
| Other comprehensive income for the year ended December 31, 2024 net of income tax | - | - | - | - | 53,732 | 53,732 | 224,960 | 3,384,826 | 3,609,786 | 3,663,518 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 3,079,473 | 3,079,473 | 224,960 | 3,384,826 | 3,609,786 | 6,689,259 |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 144,765 | 144,765 | - | (144,765) | (144,765) | - |
| BALANCE ON DECEMBER 31, 2024 | 5,209,722 | 2,695,304 | 3,545,218 | 5,136,954 | 13,367,159 | 22,049,331 | (101,517) | 7,685,084 | 7,583,567 | 37,537,924 |
| Appropriation of the 2024 earnings | ||||||||||
| Legal reserve | - | - | 317,383 | - | (317,383) | - | - | - | - | - |
| Cash dividends | - | - | - | - | (2,344,375) | (2,344,375) | - | - | - | (2,344,375) |
| Changes in equity from investments in associates accounted for using the equity method | - | 101,904 | - | - | (96,801) | (96,801) | - | - | - | 5,103 |
| Adjustments to share of changes in equity of subsidiaries | - | 377 | - | - | - | - | - | 346 | 346 | 723 |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 3,267,810 | 3,267,810 | - | - | - | 3,267,810 |
| Other comprehensive income (loss) for the year ended December 31, 2025 net of income tax | - | - | - | - | (51,393) | (51,393) | (183,373) | (1,939,830) | (2,123,203) | (2,174,596) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 3,216,417 | 3,216,417 | (183,373) | (1,939,830) | (2,123,203) | 1,093,214 |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 50,372 | 50,372 | - | (50,372) | (50,372) | - |
| BALANCE ON DECEMBER 31, 2025 | $ 5,209,722 | $ 2,797,585 | $ 3,862,601 | $ 5,136,954 | $ 13,875,389 | $ 22,874,944 | $ (284,890) | $ 5,695,228 | $ 5,410,338 | $ 36,292,589 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
SHIHLIN ELECTRIC & ENGINEERING CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 4,000,825 | $ 3,703,827 |
| Adjustments for: | ||
| Depreciation expense | 565,768 | 543,724 |
| Expected credit loss recognized on trade receivables | 21,719 | 2,484 |
| Net loss/(gain) on fair value change of financial assets at fair value through profit or loss | 79,956 | (39,531) |
| Finance costs | 8,111 | 11,083 |
| Interest income | (21,332) | (31,054) |
| Dividend income | (78,756) | (61,306) |
| Share of profit of subsidiaries and associates accounted for using the equity method | (494,873) | (834,007) |
| Gain on disposal of property, plant and equipment | (1,505) | (1,660) |
| Changes in operating assets and liabilities | ||
| Contract assets | (152,130) | 117,445 |
| Notes receivable | (51,817) | 171,075 |
| Trade receivables | 378,260 | 108,387 |
| Trade receivables from related parties | (81,111) | (15,249) |
| Other receivables | 599 | 1,620 |
| Other receivables from related parties | (10,459) | 2,757 |
| Inventories | (1,049,962) | (290,297) |
| Other current assets | (1,864,256) | (575,703) |
| Contract liabilities | 4,326,388 | (1,436,268) |
| Notes payable | (20,873) | 60,800 |
| Trade payables | (1,334,141) | 140,115 |
| Trade payables to related parties | 109,121 | (56,361) |
| Other payables | 151,639 | 30,758 |
| Other payables to related parties | (1,127) | 6,506 |
| Provisions | 97,801 | 303,198 |
| Other current liabilities | (33,808) | (37,345) |
| Net defined benefit liabilities | (48,344) | (56,649) |
| Cash generated from operations | 4,495,693 | 1,768,349 |
| Interest received | 21,139 | 30,959 |
| Interest paid | (8,231) | (11,367) |
| Income tax paid | (857,289) | (562,849) |
| Net cash generated from operating activities | 3,651,312 | 1,225,092 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | (195,000) | - |
| Proceeds from sale of financial assets at fair values through other comprehensive income | 37,125 | 99,706 |
| Purchase of financial asset at fair value though profit or loss | (40,180) | (20,400) |
| (Continued) |
- 21 -
SHIHLIN ELECTRIC & ENGINEERING CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Proceeds from capital reduction of financial assets at fair value through profit or loss | $ - | $ 2,093 |
| Acquisition of associates | - | (9,200) |
| Payments for property, plant and equipment | (672,942) | (623,926) |
| Proceeds from disposal of property, plant and equipment | 21,482 | 27,788 |
| Payments for investment properties | (5,353) | (2,163) |
| Decrease in other financial assets | 196,192 | 93,180 |
| Decrease in other non-current assets | 420 | 1,443 |
| Dividends received from subsidiaries and associates | 1,198,493 | 745,084 |
| Other dividends received | 78,756 | 61,306 |
| Net cash generated from investing activities | 618,993 | 374,911 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 295,710 | - |
| Repayments of short-term borrowings | - | (445,710) |
| Proceeds from guarantee deposits received | - | 329 |
| Refund of guarantee deposits received | (83) | - |
| Repayment of the principal portion of lease liabilities | (5,532) | (1,363) |
| Payments for dividends | (2,344,375) | (1,562,917) |
| Partial acquisition of interests in subsidiaries | (80,000) | (120,800) |
| Net cash used in financing activities | (2,134,280) | (2,130,461) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2,136,025 | (530,458) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 1,223,329 | 1,753,787 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 3,359,354 | $ 1,223,329 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026) (Concluded)
- 22 -
- 23 -
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Shihlin Electric & Engineering Corp.
Opinion
We have audited the accompanying consolidated financial statements of Shihlin Electric & Engineering Corp. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. Accordingly, these matters were addressed in our audit of the consolidated financial statements and in forming our opinion thereon. Therefore, we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is described as follows:
The Occurrence of Major Customers’ Operating Revenue
The Group are engaged in the manufacture of heavy electrical equipment and machinery and electronic equipment, devices, and related parts. Since there were significant changes in major customers, and the amount and fluctuations of operating revenue may affect financial statement users’ understanding of the overall financial statements, the occurrence of operating revenue from major customers with significant growth compared to the same period of the prior year and newly added major customers in 2025 was deemed as a key audit matter. Refer to Notes 4, 22 and 34 to the consolidated financial statements for the related revenue recognition policies and information.
The main audit procedures performed in response to the abovementioned key audit matter were as follows:
- We obtained an understanding of the design of the relevant internal controls over revenue recognition and tested their operating effectiveness.
- We performed substantive tests of transactions for major customers. The procedures included selecting appropriate samples and tracing them to external transaction documents and subsequent collections from customers in order to verify the occurrence of transactions and to confirm that the collections were consistent with the counterparties of the transactions.
Other Matter
We did not audit the financial statements of certain subsidiaries of the Group as of and for the years ended December 31, 2025 and 2024, which were included in the accompanying consolidated financial statements, but such financial statements were audited by other auditors whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts included in the Group’s consolidated financial statements for such subsidiaries, is based solely on the reports of other auditors. The total assets of such subsidiaries amounted to NT$1,012,644 thousand and NT$1,051,483 thousand as of December 31, 2025 and 2024, respectively, which represented 1.67% and 1.80%, respectively, of the Group’s consolidated total assets. The operating revenue of such subsidiaries amounted to NT$253,164 thousand and NT$237,343 thousand for the years ended December 31, 2025 and 2024, respectively, both represented 0.68% of the Group’s consolidated total operating revenue. We did not audit the financial statements of certain associates of the Group as of and for the years ended December 31, 2025 and 2024, which were reflected in the accompanying consolidated financial statements using the equity method of accounting, but such financial statements were audited by other auditors whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts included in the Group’s consolidated financial statements for such associates, is based solely on the reports of other auditors. The aforementioned equity-method investments amounted to NT$12,025,173 thousand and NT$13,111,723 thousand as of December 31, 2025 and 2024, respectively, which represented 19.86% and 22.45%, respectively, of the Group’s consolidated total assets. The Group’s share of profit or loss from such associates amounted to NT$81,990 thousand and NT$308,506 thousand for the years ended December 31, 2025 and 2024, respectively, which represented 1.92% and 7.71%, respectively, of the Group’s consolidated profit before income tax. The Group’s share of comprehensive (loss) income of such associates amounted to NT$(1,127,953) thousand and NT$3,011,425 thousand for the years ended December 31, 2025 and 2024, respectively, which represented (96.20%) and 43.88%, respectively, of the Group’s consolidated total comprehensive income.
We have also audited the parent company only financial statements of Shihlin Electric & Engineering Corp. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with Other Matter paragraph.
- 24 -
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
25 -
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Yao-Lin Huang and Yeh-Wei Chuang.


Deloitte & Touche
Taipei, Taiwan
Republic of China
March 16, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
- 26 -
SHIHLIN ELECTRIC & ENGINEERING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 5,094,258 | 8 | $ 3,370,646 | 6 |
| Contract assets - current (Note 22) | 1,735,341 | 3 | 1,585,314 | 3 |
| Notes receivable (Notes 9 and 22) | 1,005,650 | 2 | 982,689 | 1 |
| Trade receivables (Notes 9 and 22) | 6,059,590 | 10 | 6,409,873 | 11 |
| Trade receivables from related parties (Notes 22 and 29) | 186,403 | - | 129,057 | - |
| Other receivables | 4,101 | - | 9,916 | - |
| Other receivables from related parties (Note 29) | 40,631 | - | 58,116 | - |
| Inventories (Note 10) | 12,083,248 | 20 | 9,853,327 | 17 |
| Other current assets (Notes 16, 29 and 30) | 2,953,584 | 5 | 2,175,058 | 4 |
| Total current assets | 29,162,806 | 48 | 24,573,996 | 42 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Note 7) | 826,915 | 1 | 911,580 | 2 |
| Financial assets at fair value through other comprehensive income - non-current (Note 8) | 2,457,460 | 4 | 3,050,503 | 5 |
| Investments accounted for using the equity method (Notes 12 and 30) | 12,771,213 | 21 | 14,696,849 | 25 |
| Property, plant and equipment (Notes 13, 29 and 30) | 7,711,917 | 13 | 7,522,906 | 13 |
| Right-of-use assets (Note 14) | 198,908 | - | 194,355 | - |
| Investment properties (Notes 15 and 30) | 6,897,375 | 12 | 6,986,968 | 12 |
| Deferred tax assets (Note 24) | 368,079 | 1 | 317,111 | 1 |
| Other non-current assets (Note 30) | 142,739 | - | 140,191 | - |
| Total non-current assets | 31,374,606 | 52 | 33,820,463 | 58 |
| TOTAL | $ 60,537,412 | 100 | $ 58,394,459 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 17 and 30) | $ 1,328,916 | 2 | $ 932,252 | 2 |
| Contract liabilities - current (Notes 22 and 29) | 9,544,744 | 16 | 5,281,790 | 9 |
| Notes payable | 187,654 | - | 252,224 | 1 |
| Trade payables | 4,984,799 | 8 | 6,280,928 | 11 |
| Trade payables to related parties (Note 29) | 214,380 | 1 | 191,689 | - |
| Other payables (Note 18) | 1,962,538 | 3 | 1,893,694 | 3 |
| Other payables to related parties (Note 29) | 35,549 | - | 36,620 | - |
| Current tax liabilities (Note 24) | 507,255 | 1 | 442,757 | 1 |
| Provisions - current (Note 19) | 1,926,077 | 3 | 1,837,632 | 3 |
| Lease liabilities - current (Note 14) | 22,150 | - | 9,016 | - |
| Other current liabilities | 223,685 | 1 | 213,488 | - |
| Total current liabilities | 20,937,747 | 35 | 17,372,090 | 30 |
| NON-CURRENT LIABILITIES | ||||
| Provisions - non-current (Note 19) | 37,391 | - | 32,671 | - |
| Deferred tax liabilities (Note 24) | 2,138,728 | 4 | 2,325,680 | 4 |
| Lease liabilities - non-current (Note 14) | 11,318 | - | 9,293 | - |
| Deferred revenue - non-current | 44,707 | - | 46,841 | - |
| Net defined benefit liability - non-current (Note 20) | 157,165 | - | 141,723 | - |
| Other non-current liabilities | 91,574 | - | 91,078 | - |
| Total non-current liabilities | 2,480,883 | 4 | 2,647,286 | 4 |
| Total liabilities | 23,418,630 | 39 | 20,019,376 | 34 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 21 and 26) | ||||
| Ordinary shares | 5,209,722 | 8 | 5,209,722 | 9 |
| Capital surplus | 2,797,585 | 5 | 2,695,304 | 4 |
| Retained earnings | ||||
| Legal reserve | 3,862,601 | 6 | 3,545,218 | 6 |
| Special reserve | 5,136,954 | 9 | 5,136,954 | 9 |
| Unappropriated earnings | 13,875,389 | 23 | 13,367,159 | 23 |
| Total retained earnings | 22,874,944 | 38 | 22,049,331 | 38 |
| Other equity | 5,410,338 | 9 | 7,583,567 | 13 |
| Total equity attributable to owners of the Corporation | 36,292,589 | 60 | 37,537,924 | 64 |
| NON-CONTROLLING INTERESTS (Note 21) | 826,193 | 1 | 837,159 | 2 |
| Total equity | 37,118,782 | 61 | 38,375,083 | 66 |
| TOTAL | $ 60,537,412 | 100 | $ 58,394,459 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
SHIHLIN ELECTRIC & ENGINEERING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 22 and 29) | ||||
| Sales | $ 31,891,782 | 86 | $ 31,548,431 | 90 |
| Rental revenue | 486,156 | 1 | 479,511 | 1 |
| Construction revenue | 4,788,007 | 13 | 3,030,719 | 9 |
| Other operating revenue | 12,000 | - | 12,500 | - |
| Total operating revenue | 37,177,945 | 100 | 35,071,161 | 100 |
| OPERATING COSTS (Notes 10, 23 and 29) | ||||
| Cost of goods sold | 25,050,291 | 67 | 25,393,024 | 72 |
| Rental cost | 197,692 | 1 | 202,051 | 1 |
| Construction cost | 4,147,951 | 11 | 2,651,576 | 8 |
| Other operating cost | 14,133 | - | 11,184 | - |
| Total operating costs | 29,410,067 | 79 | 28,257,835 | 81 |
| GROSS PROFIT | 7,767,878 | 21 | 6,813,326 | 19 |
| OPERATING EXPENSES (Notes 9, 23 and 29) | ||||
| Selling and marketing expenses | 1,471,726 | 4 | 1,462,682 | 4 |
| General and administrative expenses | 1,348,608 | 4 | 1,357,032 | 4 |
| Research and development expenses | 629,267 | 2 | 670,781 | 2 |
| Expected credit loss recognized (reversed) on trade receivables | 19,091 | - | (32,227) | - |
| Total operating expenses | 3,468,692 | 10 | 3,458,268 | 10 |
| PROFIT FROM OPERATIONS | 4,299,186 | 11 | 3,355,058 | 9 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 23) | 36,631 | - | 48,653 | - |
| Other income (Notes 23 and 29) | 86,989 | - | 71,061 | - |
| Other gains and losses (Notes 23 and 29) | (150,848) | - | 214,309 | 1 |
| Finance costs (Note 23) | (15,323) | - | (19,030) | - |
| Share of profit of associates accounted for using the equity method | 13,098 | - | 333,339 | 1 |
| Total non-operating income | (29,453) | - | 648,332 | 2 |
| PROFIT BEFORE INCOME TAX | 4,269,733 | 11 | 4,003,390 | 11 |
| INCOME TAX EXPENSE (Note 24) | 892,106 | 2 | 859,652 | 2 |
| NET PROFIT FOR THE YEAR | 3,377,627 | 9 | 3,143,738 | 9 |
(Continued)
SHIHLIN ELECTRIC & ENGINEERING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 20) | $ (63,986) | - | $ 66,336 | - |
| Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | (750,918) | (2) | 718,653 | 2 |
| Share of other comprehensive (loss) income of associates accounted for using the equity method | (1,209,947) | (3) | 2,702,914 | 8 |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 24) | 12,797 | - | (13,267) | - |
| Total items that will not be reclassified subsequently to profit or loss | (2,012,054) | (5) | 3,474,636 | 10 |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | (239,569) | (1) | 300,461 | 1 |
| Income tax relating to items that may be reclassified subsequently to profit or loss (Note 24) | 46,498 | - | (56,619) | - |
| Total items that may be reclassified subsequently to profit or loss | (193,071) | (1) | 243,842 | 1 |
| Other comprehensive (loss) income for the year, net of income tax | (2,205,125) | (6) | 3,718,478 | 11 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 1,172,502 | 3 | $ 6,862,216 | 20 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Corporation | $ 3,267,810 | 9 | $ 3,025,741 | 9 |
| Non-controlling interests | 109,817 | - | 117,997 | - |
| $ 3,377,627 | 9 | $ 3,143,738 | 9 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Corporation | $ 1,093,214 | 3 | $ 6,689,259 | 19 |
| Non-controlling interests | 79,288 | - | 172,957 | 1 |
| $ 1,172,502 | 3 | $ 6,862,216 | 20 |
(Continued)
- 29 -
SHIHLIN ELECTRIC & ENGINEERING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| EARNINGS PER SHARE (Note 25) | ||||
| Basic | $ 6.27 | $ 5.81 | ||
| Diluted | $ 6.26 | $ 5.80 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 16, 2026) (Concluded)
- 30 -
SHIHLIN ELECTRIC & ENGINEERING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Corporation | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | Total | Non-controlling Interests | Total Equity | ||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Total | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Total | ||||||
| BALANCE ON JANUARY 1, 2024 | $ 5,209,722 | $ 2,658,913 | $ 3,298,427 | $ 5,136,954 | $ 12,003,033 | $ 20,438,414 | $ (326,477) | $ 4,444,837 | $ 4,118,360 | $ 32,425,409 | $ 718,964 | $ 33,144,373 |
| Appropriation of the 2023 earnings | ||||||||||||
| Legal reserve | 246,791 | (246,791) | ||||||||||
| Cash dividends | (1,562,917) | (1,562,917) | (1,562,917) | (1,562,917) | ||||||||
| Changes in equity from investments in associates accounted for using the equity method | 36,237 | (50,404) | (50,404) | (14,167) | (1,039) | (15,206) | ||||||
| Adjustments to share of changes in equity of subsidiaries | 154 | 186 | 186 | 340 | (340) | |||||||
| Net profit for the year ended December 31, 2024 | 3,025,741 | 3,025,741 | 3,025,741 | 117,997 | 3,143,738 | |||||||
| Other comprehensive income for the year ended December 31, 2024, net of income tax | 53,732 | 53,732 | 224,960 | 3,384,826 | 3,609,786 | 3,663,518 | 54,960 | 3,718,478 | ||||
| Total comprehensive income for the year ended December 31, 2024 | 3,079,473 | 3,079,473 | 224,960 | 3,384,826 | 3,609,786 | 6,689,259 | 172,957 | 6,862,216 | ||||
| Decrease in non-controlling interests | (53,383) | (53,383) | ||||||||||
| Disposal of investments in equity instruments designated as at fair value through other comprehensive profit or loss | 144,765 | 144,765 | (144,765) | (144,765) | ||||||||
| BALANCE ON DECEMBER 31, 2024 | 5,209,722 | 2,695,304 | 3,545,218 | 5,136,954 | 13,367,159 | 22,049,331 | (101,517) | 7,685,084 | 7,583,567 | 37,537,924 | 837,159 | 38,375,083 |
| Appropriation of the 2024 earnings | ||||||||||||
| Legal reserve | 317,383 | (317,383) | ||||||||||
| Cash dividends | (2,344,375) | (2,344,375) | (2,344,375) | (2,344,375) | ||||||||
| Changes in equity from investments in associates accounted for using the equity method | 101,904 | (96,801) | (96,801) | 5,103 | (4,398) | 705 | ||||||
| Adjustments to share of changes in equity of subsidiaries | 377 | 346 | 346 | 723 | (723) | |||||||
| Net profit for the year ended December 31, 2025 | 3,267,810 | 3,267,810 | 3,267,810 | 109,817 | 3,377,627 | |||||||
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | (51,393) | (51,393) | (183,373) | (1,939,830) | (2,123,203) | (2,174,596) | (30,529) | (2,205,125) | ||||
| Total comprehensive income (loss) for the year ended December 31, 2025 | 3,216,417 | 3,216,417 | (183,373) | (1,939,830) | (2,123,203) | 1,093,214 | 79,288 | 1,172,502 | ||||
| Decrease in non-controlling interests | (85,133) | (85,133) | ||||||||||
| Disposal of investments in equity instruments designated as at fair value through other comprehensive profit or loss | 50,372 | 50,372 | (50,372) | (50,372) | ||||||||
| BALANCE ON DECEMBER 31, 2025 | $ 5,209,722 | $ 2,797,585 | $ 3,862,601 | $ 5,136,954 | $ 13,875,389 | $ 22,874,944 | $ (284,890) | $ 5,695,228 | $ 5,410,338 | $ 36,292,589 | $ 826,193 | $ 37,118,782 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
SHIHLIN ELECTRIC & ENGINEERING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 4,269,733 | $ 4,003,390 |
| Adjustments for: | ||
| Depreciation expense | 797,221 | 774,035 |
| Amortization expense | 19,788 | 21,066 |
| Expected credit loss recognized/(reversed) on trade receivables | 19,091 | (32,227) |
| Net loss/(gain) on fair value change of financial assets at fair value through profit or loss | 115,868 | (47,379) |
| Finance costs | 15,323 | 19,030 |
| Interest income | (36,631) | (48,653) |
| Dividend income | (82,756) | (64,348) |
| Share of profit of associates accounted for using the equity method | (13,098) | (333,339) |
| (Gain)/loss on disposal of property, plant and equipment | (625) | 2,812 |
| Reversal of impairment recognized on property, plant and equipment | - | (878) |
| Gain on lease changes in lease term | (20) | - |
| Changes in operating assets and liabilities | ||
| Contract assets | (150,027) | 117,508 |
| Notes receivable | (22,961) | 218,569 |
| Trade receivables | 332,680 | (95,468) |
| Trade receivables from related parties | (57,346) | 2,909 |
| Other receivables | 5,815 | 62 |
| Other receivables from related parties | 52,595 | (1,194) |
| Inventories | (2,270,226) | (645,062) |
| Other current assets | (959,180) | (742,233) |
| Net defined benefit assets | - | 3,214 |
| Contract liabilities | 4,262,954 | (1,297,596) |
| Notes payable | (64,570) | 30,913 |
| Trade payables | (1,302,448) | 690,791 |
| Trade payables to related parties | 22,691 | 67,706 |
| Other payables | 68,896 | 118,478 |
| Other payables to related parties | (1,071) | 6,985 |
| Provisions | 94,753 | 330,036 |
| Other current liabilities | 11,548 | (47,441) |
| Net defined benefit liabilities | (48,544) | (56,678) |
| Deferred revenue | (1,189) | (1,228) |
| Cash generated from operations | 5,078,264 | 2,993,780 |
| Interest received | 39,426 | 46,994 |
| Interest paid | (15,375) | (19,360) |
| Income tax paid | (1,006,233) | (726,579) |
| Net cash generated from operating activities | 4,096,082 | 2,294,835 |
| (Continued) |
- 32 -
SHIHLIN ELECTRIC & ENGINEERING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ (195,000) | $ - |
| Disposal of financial assets at fair value through other comprehensive income | 37,125 | 99,706 |
| Purchase of financial assets at fair value through profit or loss | (40,180) | (20,400) |
| Proceeds from capital reduction of financial assets at fair value through profit or loss | - | 2,093 |
| Acquisition of associate | (80,000) | (89,200) |
| Payments for property, plant and equipment | (950,743) | (810,207) |
| Proceeds from disposal of property, plant and equipment | 78,632 | 38,654 |
| Payments for investment properties | (5,353) | (2,163) |
| Decrease in other financial assets | 167,506 | 76,328 |
| Increase in other non-current assets | (12,406) | (30,508) |
| Dividends received from associates | 696,330 | 385,340 |
| Other dividends received | 82,756 | 64,348 |
| Net cash used in investing activities | (221,333) | (286,009) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 396,458 | - |
| Decrease in short-term borrowings | - | (515,037) |
| Proceeds from guarantee deposits received | - | 328 |
| Refund of guarantee deposits received | (801) | - |
| Repayment of the principal portion of lease liabilities | (18,196) | (9,760) |
| Dividends paid to owners of the Corporation | (2,344,375) | (1,562,917) |
| Dividends paid to non-controlling interests | (85,133) | (92,583) |
| Other changes in non-controlling interests | - | 39,200 |
| Net cash used in financing activities | (2,052,047) | (2,140,769) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (99,090) | 129,171 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,723,612 | (2,772) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 3,370,646 | 3,373,418 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 5,094,258 | $ 3,370,646 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026) (Concluded)
Attachment 3 Earnings Distribution Proposal for the Year 2025
Shihlin Electric & Engineering Corp. Earnings Distribution Proposal for the Year 2025
Unit: NT$
| Item | Amount |
|---|---|
| 1. Beginning of Period Retained Earnings | 10,705,400,154 |
| 2. Net Income After Tax for the Current Period | 3,267,809,569 |
| Long-term equity investment adjusted to retained earnings | (97,402,964) |
| Confirmed Reevaluated Amount Of Welfare Plan For Retained Earnings | (50,790,562) |
| Cumulative Gains or Losses Directly Transferred to Retained Earnings by Disposal of Investments in Equity Instruments Measured at Fair Value through Other Comprehensive Income | 50,371,596 |
| 3. The Amount of Unappropriated Earnings for the Current Period, Calculated By Adding the Current Period's Net Income After Tax and Items Other Than Current Period Profit | 3,169,987,639 |
| Legal Reserve Appropriation | (316,998,764) |
| 4. Retained Earnings Available for Distribution | 13,558,389,029 |
| Distribution items: | |
| Shareholders’ dividend (NT$ 5.0 /share in cash) | (2,604,861,115) |
| 5. Unappropriated Retained Earnings After Earnings Distribution | 10,953,527,914 |
Chairman: Hsu, Yu-Jui
President: Kuo, Yueh-She
Chief Accountant: Shih, Chin-Yi



- 34 -
Attachment 4
Shihlin Electric & Engineering Corp.
Comparison Table of Amendments to “Articles of Incorporation”
| After amendment | Before amendment | Explanation |
|---|---|---|
| Article 24 | ||
| If the Company generates profit for the current year, the following allocations shall be made: | ||
| 1. Directors’ compensation shall be allocated up to a maximum of 4%. | ||
| 2. Employee remuneration shall be allocated between 1% and 8%. (At least 20% of the employee remuneration for the current year shall be allocated to grassroots employees.) | ||
| The criteria for determining grassroots employees shall be handled in accordance with the characterized as individuals who do not occupy managerial roles and whose remuneration falls below a designated threshold. This "designated threshold" pertains to “Regulations Governing Additional Tax Deduction for Salary Increases for Employees of Small and Medium Enterprises.” | ||
| However, if the Company has accumulated losses, the amount required to offset such losses shall be reserved in advance. | ||
| The term “profit” refers to the income before tax, prior to the deduction of directors’ compensation and employee remuneration. | Article 24 | |
| If the Company generates profit for the current year, the following allocations shall be made: | ||
| 1. Directors’ compensation shall be allocated up to a maximum of 4%. | ||
| 2. Employee remuneration shall be allocated between 1% and 8%. (At least 20% of the employee remuneration for the current year shall be allocated to grassroots employees.) | ||
| The criteria for determining grassroots employees shall be handled in accordance with the “Regulations Governing Additional Tax Deduction for Salary Increases for Employees of Small and Medium Enterprises.” | ||
| However, if the Company has accumulated losses, the amount required to offset such losses shall be reserved in advance. | ||
| The term “profit” refers to the income before tax, prior to the deduction of directors’ compensation and employee remuneration. | Pursuant to the interpretation of Article 14, Paragraph 6 of the Securities and Exchange Act | |
| Article 29 | ||
| These Articles of Incorporation were enacted on August 01, 1955, | ||
| ...(omitted) | ||
| the 55th amendment was made on June 17,2026. | These Articles of Incorporation were enacted on August 01, 1955, | |
| ...(omitted) | ||
| the 54th amendment was made on June 13,2025. | To add the amended date |
- 35 -
Attachment 5
Shihlin Electric & Engineering Corp.
List of Director& Independent Director Candidates
| Type | Candidate | Education | Major Experiences | Current position | Shareholding (Share) |
|---|---|---|---|---|---|
| Director | Yeang Der Investment Co., Ltd. | ||||
| Representative / Hsu, Yu-Jui | • University of Southern California | ||||
| • Business Administration | • Managing Director of Shihlin Electric & Engineering Corp. / | ||||
| • Managing Director of The Ambassador Hotel Co., Ltd. | • Chairman of Shihlin Electric & Engineering Corp. | ||||
| • Chairman of The Ambassador Hotel Co., Ltd. | 27,556,494 | ||||
| Director | Mitsubishi Electric Corporation (Japan) | ||||
| Representative / Okochi Kazuhiko | • Otaru University of Commerce | ||||
| • Faculty of Commerce | • Minister of Business Operations General Manager / Mitsubishi Electric Building Solutions Corporation (Japan) | • Managing Director of Shihlin Electric & Engineering Corp. | |||
| • Chairman of Taiwan Mitsubishi Electric Corp. | 110,242,966 | ||||
| Director | Yeang Der Investment Co., Ltd. | ||||
| Representative / Hsieh, Han-Chang | • National Chengchi University | ||||
| • Master in Business Administration | • Managing Director of Shihlin Electric & Engineering Corp. | • Managing Director of Shihlin Electric & Engineering Corp. | 27,556,494 | ||
| Director | Yeang Der Investment Co., Ltd. | ||||
| Representative / Bryant Hsu | • University of Southern California / Business Administration | • Vice President of Shihlin Electric & Engineering Corp. | • Managing Director of Shihlin Electric & Engineering Corp.. | ||
| • Vice President of Shihlin Electric & Engineering Corp. | 27,556,494 | ||||
| Director | Mitsubishi Electric Corporation (Japan) | ||||
| Representative / Kitamura Yasunori | • Ritsumeikan University / Faculty of Economics | • Minister of Materials Department / Nagoya Plan of Mitsubishi Electric Corporation (Japan) | • Director of Shihlin Electric & Engineering Corp. | ||
| • Minister of Business Planning Division & Relationship Management Division / Mitsubishi Electric Corporation (Japan) | 110,242,966 | ||||
| Director | Mitsubishi Electric Corporation (Japan) | ||||
| Representative / Komura Hideaki | • Doshisha University / Faculty of Law | • Minister of the Energy Systems Division of Power Distribution Systems / Department Mitsubishi Electric Corporation (Japan) | • Director of Shihlin Electric & Engineering Corp. | ||
| • Minister of Energy Systems Division Power Distribution Systems Department of Mitsubishi Electric Corporation (Japan) | 110,242,966 |
- 36 -
| Type | Candidate | Education | Major Experiences | Current position | Shareholding (Share) |
|---|---|---|---|---|---|
| Director | Mitsubishi Electric Corporation (Japan) | ||||
| Representative / Nakano Masahiro | • Kansai University / Faculty of Law | • Senior General Manager / Realignment Project Group / Mitsubishi Electric Mobility Corporation (Japan) | • Senior General Manager / Realignment Project Group / Mitsubishi Electric Mobility Corporation (Japan) | 110,242,966 | |
| Director | Yeang Der Investment Co., Ltd. | ||||
| Representative / Kuo, Yueh-She | • National Taiwan University / Master's Degree / Institute of Business Administration | • President of Shihlin Electric & Engineering Corp. | • Director of Shihlin Electric & Engineering Corp. | ||
| • President of Shihlin Electric & Engineering Corp. | 27,556,494 | ||||
| Director | Yeang Der Investment Co., Ltd. | ||||
| Representative / Cheng, Hsiang-Chih | • Chinese Culture University / Master's Degree / Institute of Labor Studies | • President of Shihlin Electric & Engineering Corp. | • Director of Shihlin Electric & Engineering Corp. | ||
| • President of Shihlin Electric & Engineering Corp. | 27,556,494 | ||||
| Director | Yeang Der Investment Co., Ltd. | ||||
| Representative / Lee, Shui-Yuan | • Yunlin Institute of Technology / Department of Mechanical Engineering | • President of Business Group / Shihlin Electric & Engineering Corp. | • Director of Shihlin Electric & Engineering Corp. | ||
| • President of Business Group / Shihlin Electric & Engineering Corp. | 27,556,494 | ||||
| Director | Shin-Po Investment Co., Ltd. | ||||
| Representative / Lin, Po-Fong | • National Taiwan University / Department of Law | • Chairman of Taiwan Shin Kong Security Co., Ltd. | • Director of Shihlin Electric & Engineering Corp. | ||
| • Independent Director of AEWIN Technologies Co., Ltd | 131,000 | ||||
| Director | Chanching Co., Ltd. | ||||
| Representative / Kan, Ming-Hung | • Lutheran University, California, USA. (MBA) | • Director of Shihlin Electric & Engineering Corp. | • Director of Shihlin Electric & Engineering Corp. | 1,021,000 | |
| Independent Director | Lin, Hsin-I | • National Cheng Kung University/ Department of Mechanical Engineering | • Vice Premier of the Execuve Yuan | • Managing Director / Independdent Director of Shihlin Electric & Engineering Corp. | 0 |
| Independent Director | Lo, Chun-Tien | • Tamkang University / Department of Aeronautical Engineering | • Chief Operating Officer of Shihlin Electric & Engineering Corp. | None | 10,400 |
- 37 -
| Type | Candidate | Education | Major Experiences | Current position | Shareholding (Share) |
|---|---|---|---|---|---|
| Independent Director | Wang, Yu-Ling | • National Taiwan University / Master's Degree / Institute of Law | • Presiding Judge and Judge of the Financial Division at the New Taipei District Court, Taiwan | ||
| • Independent Director of CHUNGTA Resource Technology Co., Ltd. | |||||
| • Independent Director of COMPUCASE Enterprise Co., Ltd. | |||||
| • CEO of Heng-Li Law Firm | • Independent Director of CHUNGTA Resource Technology Co., Ltd. | ||||
| • Independent Director of COMPUCASE Enterprise Co., Ltd. | |||||
| • CEO of Heng-Li Law Firm | 0 |
- 38 -
Attachment 6
Shihlin Electric & Engineering Corp.
List of non-competition restrictions on directors and their representatives proposed to be lifted
| Position / title | Name/Company /Representative | Act as | |
|---|---|---|---|
| Company | Positions / title | ||
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / | |||
| Hsu, Yu-Jui | Ambassador Hotel Co., Ltd. | Chairman | |
| HCT Logistics | Chairman | ||
| CHIASTAR Co., Ltd. | Chairman | ||
| Ruiben Industrial Co., Ltd. | Chairman | ||
| HCT Container Transportation Co., Ltd. | Director | ||
| HCT e-Commerce Co., LTD | Director | ||
| TAIWAN MALT IND. CO., LTD. | Director | ||
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representative / | |||
| Okochi Kazuhiko | Taiwan Mitsubishi Electric Corp. | Chairman & President | |
| Taiwan Mitsubishi Elevators Corp. | Director | ||
| Taiwan Mitsubishi Electric Automation Co., Ltd. | Director | ||
| Shin Wu Machinery Trading Co., Ltd. | Director | ||
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / | |||
| Hsieh, Han-Chang | Hsin Lin Electric Machinery Co., Ltd | Chairman | |
| Chuan Lin Technology Corporation | Director | ||
| Rueylin Electric&Engineering Corp. | Director | ||
| Shihlin Electric (Suzhou) Power Equipment Co., Ltd. | Director | ||
| (Samoa) Hsin Lin International Investment Corp. | Chairman | ||
| Ambassador Hotel Co., Ltd. | Director | ||
| HCT Logistics | Director | ||
| ACES Electronics Co., Ltd. | Director | ||
| Sankyo Transportation Co., Ltd. | Director | ||
| Ruiben Industrial Co., Ltd. | Director |
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| Position / title | Name/Company /Representative | Act as | |
|---|---|---|---|
| Company | Positions / title | ||
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / | |||
| Bryant Hsu | Ambassador Hotel Co., Ltd. | Director & President | |
| HCT Logistics | Director | ||
| Kerry Holding Limited | Director | ||
| Hsin Chu Golf Country Club Co., Ltd. | Director | ||
| Director | Chanching Co., Ltd. | ||
| Representative / | |||
| Kan, Ming-Hung | Chanching Co., Ltd. | Chairman | |
| Chun Yung Motor Co., Ltd. | Chairman | ||
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representative / | |||
| Nakano Masahiro | Mitsubishi Electric Automotive America, Inc. | Director | |
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representative / | |||
| Komura Hideaki | None | ||
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representative / | |||
| Kitamura Yasunori | None | ||
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / | |||
| Cheng, Hsiang-Chih | Mitsubishi Electric Low Voltage Equipment (Xiamen) Co., Ltd. | Vice Chairman | |
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / | |||
| Kuo, Yueh-She | Hsin Lin Electric Machinery Co., Ltd. | Director | |
| Ruei Lin Electric & Engineering Corp. | Director | ||
| Chuan Lin Scien-Technical Corp. | Chairman | ||
| Shihlin Electric Engineering Equipment Vietnam Company Limited | Director | ||
| Union Storage Energy System Ltd. | Director | ||
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / | |||
| Lee, Shui-Yuan | Shilin Star Power Corporation | Chairman | |
| Jeen-Lin Industrial Co., Ltd. | Director | ||
| Changzhou Shihlin Mitsuba Electric & Engineering Co., Ltd. | Director | ||
| Mitsubishi Electric Shinlin Automotive Changzhou Co., Ltd. | Director | ||
| Mitsuba Shihlin Electric (Wuhan) Co., Ltd. | Director | ||
| Gochabar Co., Ltd.. | Director |
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| Position / title | Name/Company /Representative | Act as | |
|---|---|---|---|
| Company | Positions / title | ||
| Director | Shin-Po Investment Co., Ltd. | ||
| Representative / | |||
| Lin, Po-Fong | Yi Kong Building Management Service Co., Ltd. | Chairman | |
| Shin Yi International Co., Ltd. | Chairman | ||
| Jasper Hotel Co., Ltd. | Chairman | ||
| Taiwan Security Co., Ltd. | Chairman | ||
| Yi-Kong Security Co., Ltd. | Chairman | ||
| Taiwan Shin Kong Security Co.,Ltd | Director | ||
| Shin-Po Investment Co., Ltd. | Director | ||
| Shin Shin Natural Gas Co,m Ltd. | Director | ||
| Shincluster Electronics Co., Ltd. | Director | ||
| Shin-Kong Communication Co., Ltd. | Director | ||
| Lan An Co., Ltd. | Director | ||
| Tai-Po Service Technology Co., Ltd. | Director | ||
| Shin-Po Life Care Co., Ltd. | Director | ||
| Yihua Biotechnology Co., Ltd. | Director | ||
| Shin-Po Leasing Co., Ltd. | Director | ||
| Silver kitchen Co., Ltd. | Director | ||
| AEWIN Technologies Co., Ltd. | Independent Director | ||
| Independent Director | Lin, Hsin-I | Yulon Motor Co., Ltd. | Director |
| China Motor Co., Ltd. | Director | ||
| Independent Director | Lo, Chun-Tien | None | - |
| Independent Director | Wang, Yu-Ling | CHUNGTA Resource Technology Co., Ltd. | Independent Director |
| COMPUCASE Enterprise Co., Ltd. | Independent Director |
- 41 -
Appendix I Articles of Incorporation (Before Amendment)
Chapter 1 General Provisions
Article 1 The Company is incorporated as a company limited by shares under the provisions set forth in the Company Act in the full name of Shihlin Electric & Engineering Corp. (the “Company”).
Article 2 The lines of business of the Company shall include the following:
- CB01010 Mechanical equipment manufacturing.
- CB01030 Pollution prevention equipment manufacturing
- CB01990 Other machinery manufacturing
- CC01010 Power generation, transmission, distribution machinery manufacturing
- CC01030 Electrical and audio-visual electronics manufacturing
- CC01040 Lighting Facilities Manufacturing
- CC01060 Wired communication machinery and equipment manufacturing
- CC01070 Wireless communication machinery and equipment manufacturing
- CC01080 Electronic component manufacturing
- CC01990 Other electrical and electronic machinery manufacturing industries
- CD01020 Rail vehicle and its parts manufacturing
- CD01030 Automobile and its parts manufacturing
- CD01040 Locomotive and its parts manufacturing
- CE01030 Optical instrument manufacturing
- D401010 Heat supply industry
- E601010 Electrical appliance industry
- E601020 Electrical installation industry
- E603050 Automatic control equipment engineering
- E604010 Mechanical installation industry
- E701010 Telecommunications engineering
- E701040 Simple telecommunications equipment installation industry
- F107010 Paint, paint wholesale industry
- F107170 Industrial additives wholesale
- F107200 Chemical raw materials wholesale
- F111090 Building materials wholesale
- F112040 Petroleum products wholesale
- F113010 Machinery wholesale industry
- F113020 Electrical wholesale industry
- F113050 Computer and transactional machinery wholesale business
- F113060 Weighing scale wholesale
- F113070 Telecommunications equipment wholesale industry
- F113100 Pollution prevention equipment wholesale industry
- F114030 Automobile and locomotive related parts wholesale
- F116010 Photographic equipment wholesale industry
- F119010 Electronic materials wholesale industry
- F207170 Industrial auxiliaries retail
- F213010 Electrical retailing
-
F213030 Computer and transactional machinery and equipment retailing
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F213050 Weighing scale retail
- F213060 Telecommunications equipment retail
- F213080 Machinery and equipment retailing
- F213100 Pollution prevention equipment retailing
- F214030 Auto and locomotive parts equipment retailing
- F216010 Photographic equipment retail
- F219010 Electronic materials retailing
- F401010 International trade
- H701010 Residential and building development and rentaling
- F401010 Specific professional area development
- H701060 New towns, new community development
- IG01010 Biotechnology service industry
- IG03010 Energy technology service industry
- I301010 Information software service industry
- I301020 Data processing service
- I401010 General advertising service industry
- IZ01010 Photocopying industry
- JZ99030 Photography industry
- CE01021 Weighing scale manufacturing
- F401021 Telecom Control RF Equipment import
- E103101 Environmental protection engineering professional construction
- J101060 Waste (sewage) water treatment industry
- J101990 Other environmental sanitation and pollution prevention services
- E501011 Water pipe contractor
- E599010 Piping engineering industry
- E602011 Refrigeration and air-conditioning engineering industry
- E603040 Fire safety equipment installation engineering industry
- ZZ99999 All business items that are not prohibited or restricted by law, except those are subject to special approval.
The operation of the above-mentioned business shall be handled in accordance with the relevant laws and regulations.
Article 3 Where the Company invests in other companies and becomes a shareholder with limited liability; its total investment may exceed 40% of its paid-up capital.
Article 4 The Company may provide guarantees for third parties.
Article 5 The Company is incorporated in Taipei, the Republic of China; the Board of Directors may by resolution approve the establishment of domestic and international branches where it deems necessary.
Article 6 The Contents of Announcement is in accordance with the Company Act and relevant regulations.
Chapter 2 Share Capital
Article 7 The Company’s total capital shall be 5.8 Billion New Taiwan Dollar (NT$5,800,000,000) divided into 580,000,000 shares of NT$10 each. The Board of Directors is authorized to issue separately the un-issued shares.
Article 8 The Company may issue shares without printing share certificates, shall be in accordance with the laws and regulations.
Chapter 3 Shareholders' Meeting
Article 9 Shareholders' meeting shall be of two types, namely the annual and extraordinary general meeting of shareholders, with the former convened by the Board of Directors, in accordance with the law, regularly once a year within six months after the close of each fiscal year, and the later convened, in accordance with the law, when necessary.
When the Company's shareholders' meeting is held, it may be held by video conference or other methods announced by the central competent authority.
Article 10 A shareholder of the Company shall have one vote for each share held. The company owns its own shares according to law, without voting rights.
Article 11 In case a shareholder is unable to attend a shareholders' meeting for any cause, such shareholder may issue a proxy, specifying the scope of authorization for a representative to be present on the shareholder's behalf,.
Article 12 Unless otherwise stipulated by the Company Act, a quorum shall be present at the shareholders' meeting with shareholders representing more than half of the shares issued by the Company and resolutions at the said assembly shall be passed if approved by more than half of the shareholders in attendance. Shareholders of the Company are also able to exercise their voting rights electronically. Shareholders who exercise their voting rights by electronic means are deemed to be present in person, and their related matters are handled in accordance with the law.
Article 13 A shareholders' meeting shall be presided over by the Chairman of the Company. Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Vice Chairman shall act in his place. Where the Vice Chairman is also unavailable, the Chairman shall appoint a Managing Director to act on his behalf, failing which the Board of Managing Directors shall nominate from among them a person to act on behalf of the meeting.
Chapter 4 Board of Directors and Audit Committee
Article 14 There shall be 15 to 19 Directors of the Company, 3-year term. Directors shall be elected by adopting candidate nomination system at the shareholders' meeting. The directors are eligible for re-election.
The number of independent directors shall not be less than 3 persons and shall not be less than one fifth of the seats in the Board of Directors.
The election of Independent, Non-Independent Directors should be held together, yet with the elected calculated separately. The professional qualifications, shareholding, restrictions on concurrent positions held, method of nomination and election, and other compliance matters with respect to independent directors shall be conducted in accordance with the Securities and Exchange Act, applicable laws and regulations.
Article 15 The Board of Directors of the Company shall comprise the Directors. Directors of the Board shall elect 5 directors among themselves to organize the Board of Managing Directors. A Chairman and a Vice Chairman shall be elected from among the Managing Directors. The Chairman shall externally have the authority to represent the Company. Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Vice Chairman shall act in his place.
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Where the Vice Chairman is also unavailable, the Chairman shall appoint a Managing Director to act on his behalf, failing which the Board of Managing Directors shall nominate from among them a person to act on behalf of the Chairman of the Company. Where the Board of Directors adjourns, the meeting of the Board of Managing Directors shall assist the Chairman in the execution of the company's business
Article 16 Except for the first Directors’ Meeting of each term, which will be called by the Director who received a ballot representing the largest number of votes at the election, rest of the following Board of Directors’ Meetings will be convened and presided by Chairman. Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Vice Chairman shall act in his place. Where the Vice Chairman is also unavailable, the Chairman shall appoint a Managing Director to act on his behalf, failing which the Board of Managing Directors shall nominate from among them a person to act on behalf of the Chairman of the Company.
Article 17 The duty and power of the Board of Directors are specified as below:
- Inspection of the important rules and stipulations
- The business guideline establishment
- Inspection of the budget and final account
- To determine the distribution of earnings proposal
- Formulation of capital increase and decrease
- The transaction of Real estate
- To appoint, dismiss of managerial officers
- To adjust any important internal body of the Company and to formulate the important matters
- Inspection of the annual financial statement
- To exercise other duties and powers granted in accordance with Company Act and regulations and by the shareholders' meetings
Article 18 Regular meetings of the Board of Directors shall be convened four times a year, at least once a quarter, in case of an urgent circumstances, an interim Board meeting may be held at any time, shall be convened by the chairman, the afore-mentioned meeting notice may be sent by email. Directors shall attend the meetings of the Board of Directors in person. A director, when unavailable to attend the meeting in person, may issue a proxy specifying the scope of authorization with respect to the subject of the meeting to authorize another director to attend the meeting on his or her behalf. Nevertheless, a director is limited to receive such authorization from only one other director each time. Where the Board of Directors adjourns, the Chairman and the Managing Directors shall exercise all powers of the Board of Directors. The organization regulations of the Board of Directors was enacted.
Article 19 Unless otherwise stipulated by the Company Act, the resolutions of the Board of Directors shall be attended by more than half of the directors, and with the consent of more than half of the directors present, the resolutions shall be signed and sealed by the Chairman.
Article 20 The Company shall pay the Directors (including Independent Directors) remunerations for their services for the Company. The aforesaid remunerations of all the Directors shall be determined based on the extent of their participation in
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the Company's operation and their contribution, at the same time with reference to the general level in the industry, by the Company's Remuneration Committee and submitted to the Board of Directors for discussion and approval.
Article 21 Pursuant to Article of the Securities and Exchange Act, the Company will establish an Audit Committee. The Audit Committee shall make up of all the Independent Directors, is responsible of executing powers relegated to supervisors by the Company Act, Securities and Exchange Act and other laws and regulations.
The term of office for the Audit Committee, the exercise of authorities, rules of procedure, and other binding matters are processed in accordance with the governing law or the organizational regulations.
Chapter 5 Managerial Officer
Article 22 The Company shall have a number of managerial officer. The appointment, dismissal, and remuneration of the managerial officer shall be determined in accordance with Article 29 of the Company Act. The Board of Directors shall have the power to determine the job title of managerial officer, and the Board of Directors may delegate the Chairman of the Board to determine.
The Company may have a number of Branch Managers, whose appointment and dismissal shall enter into effect by resolution of more than half of the Directors present at the meeting where more than half of the entire of the Board of Directors attend..
Chapter 6 Accounting
Article 23 The Company's fiscal year shall commence on the January 01 of each year, and ends on the December 31 of the same year. The final accounts are settled at the end of the Company's fiscal year. The Board of Directors shall in accordance with law furnish various documents and statements and submit to the General Shareholders' Meeting for approval.
Article 24 If the Company generates profit for the current year, the following allocations shall be made:
- Directors' compensation shall be allocated up to a maximum of 4%.
- Employee remuneration shall be allocated between 1% and 8%. (At least 20% of the employee remuneration for the current year shall be allocated to grassroots employees.)
The criteria for determining grassroots employees shall be handled in accordance with the "Regulations Governing Additional Tax Deduction for Salary Increases for Employees of Small and Medium Enterprises."
However, if the Company has accumulated losses, the amount required to offset such losses shall be reserved in advance.
The term "profit" refers to the income before tax, prior to the deduction of directors' compensation and employee remuneration.
Article 25 The Company's earnings of the year, if any, shall be allocated to pay taxes and offset the accumulated losses from previous years first, setting aside 10% of the remaining profit as a legal reserve, setting aside a special reserve in accordance
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with the laws and regulations, and then allowing for other special reserves and a distribution of dividends to be recommended by the Board of Directors.
The above relevant information is announced in the http://mops.twse.com.tw according to the regulations.
The distribution of shareholders’ dividend shall take into consideration the funding requirement for future operational plan and changes in industry environment of the Company. The Corporation’s Articles also prescribe that 1) not less than 5% of the sum of the remaining annual net income and the previous year’s accumulated undistributed earnings shall be appropriated as dividends and 2) of the dividends, not less than 20% shall be paid in cash.
The actual distribution ratio or method of dividend distribution is subjected to the operating situation as determined by the Corporation’s Board of Directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends to shareholders.
Chapter 7 Supplementary Articles
Article 26 The Company's internal organizational charter and other chapters shall be prescribed separately.
Article 27 With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.
Article 28 Where the Company’s shareholder service affairs shall be dealt with in accordance with relevant laws and regulations, except as otherwise provided by the Securities and Exchange Act or other applicable laws and regulations.
Article 29 These Articles of Incorporation were enacted on August 01, 1955, and
(Ignored)
The 53st amendment was made on June 21, 2023
The 54st amendment was made on June 13, 2024
Appendix II The Rules of Procedures for Shareholders' Meeting
Article 1 To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best Practice Principles for Taiwan Stock Exchange Corp ("TWSE")/ Taipei Exchange ("TPEx") Listed Companies.
Article 2 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.
Article 3 Unless otherwise provided by law or regulation, the Company's Shareholders' Meetings shall be convened by the Board of Directors.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the Board of Directors, and shall be made no later than the mailing of the shareholders' meeting notice.
The Company shall make the notice of the shareholders' meeting, shareholders' meeting handbook and supplemental meeting materials and the proxy paper, the proposals for recognition, discussion, election or dismissal of directors, etc., into electronic files and sent them to the MOPS 30 days before the ordinary shareholders' meeting or 15 days before the extraordinary shareholders' meeting. The procedures manual and supplementary materials for the shareholders' meeting shall be prepared 15 days before the shareholders' meeting for shareholders to read at any time and displayed in the company and its stock agency.
The Company shall make the meeting handbook and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors or supervisors, amendments to the Articles of Incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act shall be set out in the causes in the notice to convene the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.
A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at an annual shareholders' meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the Meeting Agenda.
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In addition, when the circumstances of any subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the Agenda.
Prior to the book closure date before an annual shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the Annual Shareholders’ Meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders’ Meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the power authorized to the proxy.
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 no later than 5 days prior to the Shareholders’ Meeting date. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to revoke the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the shareholders’ meeting in person or virtual meeting online, or exercise voting rights in writing or by way of electronic transmission, a written notice of proxy rescission shall be submitted to the Company no later than 2 days before the meeting date. If the rescission notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 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.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders’ meeting.
Article 6 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.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes before 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
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register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders' meeting in person.
The Company shall set up a signature book for the attending shareholders to sign in, or for the attending shareholders to hand in the sign-in card for sign-in.
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 of directors, pre-printed ballots shall also be furnished.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the virtual meeting online shall register with the Company 2 days before the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting handbook, annual report, and other 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.
Article 6-1 To convene a virtual shareholders meeting, the Company shall include the following particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- 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:
(1) 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.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) 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 the
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meeting agenda of that shareholders' meeting.
Article 7 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the Managing Directors to act as chairman, 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 chairman.
It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the Chairman, that a majority of the Directors attend in person. If a shareholders' meeting is convened by a party having the convening right but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 8 The Company shall video-tape or audio-tape the entire proceeding of a shareholders' meeting, and the recording shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast, and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and videotape or audiotape in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the videotape or audiotape shall be provided to and kept by the party-appointed to handle matters of the virtual meeting.
Article 9 The quorum at shareholders' meetings shall be calculated based on the number of shares. The quorum shall be calculated according to the shares indicated by the 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 in writing or by way of electronic transmission.
The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the Chairman 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.
If the quorum is not met after two postponements as referred to in the preceding
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paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month. In the event of a virtual shareholders meeting, shareholders intending to attend the virtual meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 10 If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party having the convening right that is not the Board of Directors.
The Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the Chairman 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 chairman in accordance with statutory procedures, by a majority of the votes represented by the attending shareholders, and then continue the meeting.
The Chairman 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 Chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chairman may announce the discussion closed and call for a vote.
Article 11 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 Chairman.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the Chairman, 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 Chairman may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the shareholder that has the floor; the Chairman shall stop any violation.
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When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the Chairman may respond in person or direct relevant personnel to respond.
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 declares the meeting adjourned. No more than 2 questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraphs 1 to 5 do not apply.
Article 12 Voting at a shareholders’ meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraphs shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a stock agency approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of voting shares, otherwise, the portion of excessive voting rights shall not be counted.
Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.
When the Company holds a shareholders’ meeting, it should allow the shareholders to exercise voting rights in writing or by way of electronic transmission. When voting rights are exercised in writing or by way of electronic transmission, the method for exercising the voting rights shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights in writing or by way of electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
A shareholder intending to exercise voting rights in writing or by way of electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company no later than 2 days prior to the scheduled shareholders’ meeting date. When duplicate declarations of intent are delivered, the one received earliest by the Company shall prevail, except when a declaration is made to revoke
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the earlier declaration of intention.
After a shareholder has exercised voting rights in writing or by way of electronic transmission, in the event the shareholder intends to attend the shareholders' meeting in person or virtual meeting online, a written declaration of intent to rescind the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, no later than 2 days before the scheduled shareholders' meeting date. If the notice of rescission is submitted after that time, the voting rights already exercised in writing or by way of electronic transmission shall prevail. When a shareholder has exercised voting rights both in writing or by way of electronic transmission and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
If no objection is voiced after solicitation by the Chairman, a resolution shall be deemed adopted and shall have the same effect as if it had been put to a vote. At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
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 or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and the results of votes and elections shall be announced immediately.
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
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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.
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 will 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.
Article 14 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.
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 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chairman of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.
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 a 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
Article 16 On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event of 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
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meeting.
If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under TWSE regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
The Chairman may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chairman may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the Chairman's correction, obstructing the proceedings and refusing to heed calls to stop, the Chairman may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 When a meeting is in progress, the Chairman may announce a break based on time considerations. If a force majeure event occurs, the Chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to postpone or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19 In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and elections immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 When the Company convenes a virtual-only shareholders' meeting (No physical meeting venue), both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21 In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare; Unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, Paragraph 4 of the "Regulations Governing the Administration of Shareholder Services of Public Companies", 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.
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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.
For a meeting to be postponed or resumed under the Paragraph 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, the number of voting rights and the number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders' meeting held under Paragraph 1, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced or a list of elected directors and supervisors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in Paragraph 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 not postponement or resumption thereof under the Paragraph 1 is required.
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.
When postponing or resuming a meeting according to the Paragraph 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".
For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of the "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 the Paragraph 1.
Article 22 These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.
These Rules were enacted on April 27, 1984, and
amended on April 23, 1998 for the first time;
amended on May 28, 2002 for the second time;
amended on May 30, 2008 for the third time;
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amended on June 05, 2013 for the fourth time;
amended on June 12, 2015 for the fifth time;
amended on June 15, 2017 for the sixth time.
amended on June 24, 2022, for the seventh time.
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Appendix III Current Shareholdings of Directors
Shihlin Electric & Engineering Corp.
Current Shareholdings of Directors
April 19,2026
I. The minimum number shareholding of directors of the Company as of the date to discontinue share transfer registration,
| Title | The minimum number of shareholding shall be held | Total Number of Shares held as of the book closure date for the Annual Shareholders' Meeting |
|---|---|---|
| All Directors | 16,671,111 | 138,951,460 |
II. The actual collective shareholding of directors was shown as below:
| Position / title | Name | Number of shareholding when elected | Number of shareholding currently |
|---|---|---|---|
| Chairman | Yeang Der Investment Co., Ltd. | ||
| Representative / Hsu, Yu-Jui | 27,556,494 | 27,556,494 | |
| Managing Director | Yeang Der Investment Co., Ltd. | ||
| Representative/ Hsieh, Han-Chang | 27,556,494 | 27,556,494 | |
| Managing Director | Yeang Der Investment Co., Ltd. | ||
| Representative/ Bryant Hsu | 27,556,494 | 27,556,494 | |
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representativee / Okochi Kazuhiko | 110,242,966 | 110,242,966 | |
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representativee / Komura Hideaki | 110,242,966 | 110,242,966 | |
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representative / Nakano Masahiro | 110,242,966 | 110,242,966 | |
| Director | Mitsubishi Electric Corporation (Japan) | ||
| Representative / Kitamura Yasunori | 110,242,966 | 110,242,966 | |
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / Cheng, Hsiang-Chih | 27,556,494 | 27,556,494 | |
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / Kuo, Yueh-She | 27,556,494 | 27,556,494 | |
| Director | Yeang Der Investment Co., Ltd. | ||
| Representative / Lee, Shui-Yuan | 27,556,494 | 27,556,494 | |
| Director | Chanching co., Ltd. | ||
| Representative / Kan, Ming-Hung | 1,021,000 | 1,021,000 | |
| Director | Shin-Po Investment Co., Ltd. | ||
| Representative / Lin, Po-Fong | 131,000 | 131,000 | |
| Managing & Independent Director | Lin, Hsin-I | 0 | 0 |
| Independent Director | Yan, Cherng-Jau | 0 | 0 |
| Independent Director | Hu, Chao-Fong | 110,006 | 110,006 |
| Total | 139,061,466 | 139,061,466 |
Appendix IV
Shihlin Electric & Engineering Corp.
Rules for the Election of Directors
Article 1 Except as otherwise provided by law and regulation or by the Company's Articles of Incorporation, elections of directors shall be conducted in accordance with the Rules.
Article 2 The Company’s directors should be elected through single-named cumulative voting. Attendance ID numbers of electors printed on the ballots may be used in place of the names of voters. In election of the Company’s directors, each share is entitled to the voting rights equivalent to the number of directors to be elected. The voting rights may be concentrated to one candidate or be allocated among several candidates.
When the company sets up Independent Directors in accordance with the articles of association, The independent directors and non-independent directors shall be elected at the same time, but votes received shall be ranked respectively to determine the Director-Elect. The election of the Independent Directors must comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and other relevant regulations.
Article 3 The Company adopts the Nomination System for the nomination of candidates to serve as directors, whom shall be elected by Sareholders Meeting from the list of nominees. The candidates who receive the most votes for the position of director shall win the election, and such number shall be in compliance with the number of positions for director set forth in the Articles of Incorporation. If two or more candidates receive the same number of votes beyond a quota, the winner shall be determined through lot-drawing. The lot may be drawn by the Chairman on behalf of the absentees.
Article 4 The Board of Directors shall, upon preparing the ballots according to the same number of electoral votes as the number of directors to be elected, enter the voting rights on each ballot and distribute to the shareholders present at the Shareholders' Meeting.
Article 5 At the beginning of the election, the chairman shall assign the inspector and counter to take charge of monitoring and counting of the votes.
Article 6 The ballot box shall be prepared by the Board of Directors and shall be checked in public by the inspector before voting.
Article 7 A ballot shall be deemed void if such a ballot:
I. is not a ballot provided under the convener;
II. is placed into the ballot box blank;
III. contains illegible words or corrections;
IV. to fill an electees is not coordinated with the list of director candidates;
V. the same ballot is filled with two or more electees;
VI. In addition to the number of voting rights allocated, where there are contains any words;
Article 8 The ballots should be counted during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting.
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Article 9 The Rules and any amendment thereof shall become effective after approval by the Shareholders’ Meeting.
These Rules were enacted on Mar. 25, 1971, and amended on April 14, 1981 for the first time; amended on April 27, 1984 for the second time; amended on May 28, 2002 for the third time; amended on June 08, 2016 for the forth time. amended on June 18, 2021 for the fifth time.
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Changes For The Better, Create The Future
Shihlin Electric & Engineering Corp.
16F., No.88, Sec.6, Zhongshan N. Rd.,
Taipei City, Taiwan (R.O.C) Tel / (02) 2834-2662