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SHINFOX ENERGY Proxy Solicitation & Information Statement 2026
52637_rns_2026-05-22_54bc1f23-821e-492a-85f1-868b1e328f0d.pdf
Proxy Solicitation & Information Statement
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Stock Code: 6806
SHINFOX ENERGY CO., LTD.
2026 General Meeting of Shareholders
Meeting Handbook
Time: 9:00 a.m., Monday, June 22, 2026
Place: 2F, No. 49, Section 4, Zhongyang Road, Tucheng District, New Taipei City, Taiwan (Conference Room, Dingpu R&D Center, Foxlink Group)
Table of Contents
One. Meeting Procedure... 1
Two. Meeting Agenda... 2
I. Matters to be Reported... 3
II. Matters for Acknowledgment... 5
III. Matters for Discussion... 6
IV. Elections... 7
V. Other Matters... 7
VI. Extraordinary Motions... 7
Three. Attachments
I. 2025 Business Report
II. 2025 Audit Committee’s Audit Report
III. Report on the improvement status of fund loans and endorsements/guarantees
IV. 2025 Report on Transactions With Associates
V. 2025 Financial Statements and Independent Auditors’ Report
VI. 2025 Deficit Compensation Statement
VII. The Comparison Table of the Amended Provisions of the Articles of Incorporation
VIII. Explanatory Notes for the Private Placement of Common Shares through Cash Capital Increase
IX. List of director (independent director) candidates
X. Positions concurrently held by the directors (independent director) candidates in other companies
Four. Appendices
I. The Articles of Incorporation
II. Rules of Procedure for Shareholders’ Meetings
III. Rules for Director Elections
IV. Shareholdings of Directors
Shinfox Energy Co., Ltd.
Procedures for 2026 General Meeting of Shareholders
I. Call the Meeting to Order
II. Chairman Remarks
III. Matters to be Reported
IV. Matters for Acknowledgment
V. Matters for Discussion
VI. Elections
VII. Other Matters
VIII. Extraordinary Motions
IX. Adjournment
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Shinfox Energy Co., Ltd.
2026 General Meeting of Shareholders Agenda
Shareholders meeting will be held by means of physical shareholders meeting
Time: 9:00 a.m., Monday, June 22, 2026
Place: 2F, No. 49, Section 4, Zhongyang Road, Tucheng District, New Taipei City, Taiwan
(Conference Room, Dingpu R&D Center, Foxlink Group)
I. Call the Meeting to Order
II. Chairman Remarks
III. Matters to be Reported
(1) 2025 Business Report of the Company.
(2) Audit Committee’s review report on the 2025 financial statements.
(3) Report on the Company’s accumulated losses reaching one-half of its paid-in capital.
(4) Report on the improvement status of fund loans and endorsements/guarantees by the Company and its subsidiaries.
(5) Report on transactions with related parties in 2025.
IV. Matters for Acknowledgment
(1) 2025 Business Report and financial statements of the Company.
(2) Proposal for 2025 Deficit Compensation.
V. Matters for Discussion
(1) Amendments to certain articles of the Company's "Articles of Incorporation".
(2) Proposal for the Company to conduct a cash capital increase through private placement for the issuance of common shares.
VI. Elections
Re-election of the Company's Directors.
VII. Other Matters
Proposal for lifting the non-compete clause for newly elected directors and their representatives.
VIII. Extraordinary Motions
IX. Adjournment
[Matters to be Reported]
Proposal 1
Proposal: 2025 Business Report, please review.
Explanation: Please refer to Attachment 1 for the 2025 Business Report.
Proposal 2
Proposal: Report on the 2025 financial statements review by the Audit Committee, submitted for review.
Explanation: Please refer to Attachment 2 for the 2025 Audit Committee’s Audit Report.
Proposal 3
Proposal: Report on the Company’s accumulated losses reaching one-half of its paid-in capital, submitted for review.
Explanation: As of December 31, 2025, the Company’s accumulated losses amounted to NT$15,155,054 thousand, reaching one-half of the paid-in capital of NT$2,746,429 thousand. Pursuant to Article 211 of the Company Act, this matter is submitted to the annual shareholders’ meeting for report.
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Proposal 4
Proposal: Report on the improvement status of loans of funds and endorsements/guarantees by the Company and its subsidiaries, submitted for review.
Explanation: Pursuant to the letter of the Financial Supervisory Commission, Ref. No. Jin-Guan-Zheng-Shen-Zi No. 1140368778, the improvement status of loans of funds and endorsements/guarantees by the Company and its subsidiaries is set forth in Attachment 3 to this handbook.
Proposal 5
Proposal: Report on transactions with associates in 2025, submitted for review.
Explanation: Please refer to Attachment 4 for the 2025 report on transactions with related parties in accordance with the Company’s “Rules Governing Financial and Business Dealings with Related Parties”.
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[Matters for Acknowledgment]
Proposal 1 (Proposed by the Board of Directors)
Proposal: To approve the 2025 Business Report and Financial Statements.
Explanation: (1) The Company’s 2025 Business Report and Financial Statements have been prepared, reviewed and approved by the Audit Committee.
(2) Please refer to Attachment 5 for the Company’s 2025 standalone and consolidated financial statements, which have been audited by CPA Hsiao-Tzu Chou and CPA Chi-Tung Chen from PWC Taiwan.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Proposal: To approve the 2025 Deficit Compensation.
Explanation: (1) The 2025 deficit compensation table (please refer to Attachment 6) has been reviewed and approved by the Audit Committee.
(2) The Company recorded a net loss after tax of NT$15,941,681,697 for 2025. After adding beginning unappropriated earnings of NT$786,627,991, the total accumulated losses to be covered amounted to NT$15,155,053,706. Pursuant to Article 239 of the Company Act, the Company proposes to cover such losses with legal reserve of NT$231,170,136 and capital surplus of NT$13,697,174,591. The ending uncovered accumulated losses will be NT$1,226,708,979.
Resolution:
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[Matters for Discussion]
Proposal 1 (Proposed by the Board of Directors)
Proposal: Amendments to certain articles of the Company's "Articles of Incorporation", please proceed to discuss.
Explanation: (1) The Company’s currently registered business items include “Frozen and Air-conditioning Engineering”, “Pipe Lines Construction”, “Electric Appliance Construction”, and “Electric Appliance Installation”. Upon internal review, these items are not the Company’s current principal business activities. Therefore, the Company proposes to delete them to reflect the actual status of its registration. Such deletion will not affect the Company’s principal business activities or external business dealings.
(2) To accommodate the Company’s future operational development and capital planning needs, the Company proposes to increase its total authorized capital from NT$4 billion to NT$8 billion.
(3) Please refer to Attachment 7 for a comparison table of the amendments to the “Articles of Incorporation”.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Proposal: Proposal for the Company to conduct a cash capital increase through private placement for the issuance of common shares, please proceed to discuss.
Explanation: (1) To accommodate the Company’s operational development, strengthen its working capital, improve its financial structure, and maintain the timeliness and convenience of fundraising, the Company proposes to privately place and issue up to 93,750 thousand common shares, with a par value of NT$10 per share. Subject to capital market conditions, the Board of Directors is proposed to be authorized to carry out the private
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placement in one or more tranches within one year from the date of the resolution of the shareholders' meeting.
(2) For the matters required to be explained in connection with the private placement of common shares pursuant to Article 43-6 of the "Securities and Exchange Act", please refer to Attachment 8.
(3) Rights and obligations of the new shares to be privately placed: In principle, the rights and obligations of the privately placed new shares shall be the same as those of the Company's existing common shares. However, pursuant to the Securities and Exchange Act, within three years from the delivery date of the privately placed common shares, such shares shall be subject to transfer restrictions and may not be transferred except to the transferees prescribed under Article 43-8 of the Securities and Exchange Act. After three full years have elapsed from the delivery date, the Board of Directors is authorized to decide, based on prevailing circumstances at that time, to file with the competent authority for public issuance and apply for listing and trading.
(4) The main terms and conditions of the private placement of common shares, including the actual number of shares to be privately placed, the actual private placement price, the selection of subscribers, the record date, the issuance terms, project items, use and schedule of funds, expected benefits, and other relevant matters, as well as all other matters relating to the issuance plan, are proposed to be submitted to the shareholders' meeting for authorization of the Board of Directors to adjust, determine, and handle based on market conditions. If any amendment is required in the future due to changes in laws or regulations, requirements of the competent authority, operational considerations, or changes in objective circumstances, the Board of Directors is also authorized to handle such matters with full authority.
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(5) In addition to the scope of authorization described above, it is proposed that the shareholders' meeting authorize the Chairman to, on behalf of the Company, sign, negotiate, and amend all contracts and documents relating to the private placement of common shares, and handle all matters required for the Company's issuance of privately placed common shares.
Resolution:
[Elections]
Proposal: Re-election of the Company's Directors, please proceed. (Proposed by the Board of Directors)
Explanation: (1) The term of office of the Company's 7th term directors has expired, and the Company proposes to hold a general election of directors at this year's annual shareholders' meeting. A total of 7 directors, including 3 independent directors, will be elected for a term of three years, from June 22, 2026 to June 21, 2029. The candidate nomination system shall be adopted, and the shareholders' meeting shall elect the directors, including independent directors, from the list of candidates.
(2) The list of director and independent director candidates was reviewed and approved by resolution of the Board of Directors on April 30, 2026. Please refer to Attachment 9.
Voting Results:
[Other Matters]
Proposal: Proposal for lifting the non-compete clause for newly elected directors and their representatives, please proceed to discuss. (Proposed by the Board of Directors)
Explanation: (1) Pursuant to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(2) If any newly elected director or their representative invests in or operates any other company with a business scope identical or similar to that of the Company, it is proposed that, without prejudice to the interests of the Company, the shareholders' meeting approve lifting the non-compete clause for newly elected directors and their representatives.
(3) Please refer to Attachment 10 for the positions concurrently held by the director, including independent director, candidates in other companies.
Resolution:
[Extraordinary Motions]
[Adjournment]
Shinfox Energy Co., Ltd.
[Attachment 1]
2025 Business Report
Dear Shareholders:
The Company is a professional energy service provider with core values centered on protecting the earth, sustainable development, green energy and carbon reduction, and clean energy. The Company is dedicated to renewable energy and clean energy services and technology integration. Its principal businesses include onshore wind power, project development, turnkey engineering, and operation and maintenance services. Its subsidiary, Foxwell Energy Corporation Ltd., mainly focuses on offshore wind power operation and maintenance, with engineering contracting as a supporting business. Shinfox Natural Gas Co., Ltd. continues to develop industrial customers in remote areas and offshore islands by promoting liquefied natural gas (LNG) as a substitute for coal and heavy oil. Foxwell Power Co., Ltd. provides green power trading and power-related services by integrating energy conservation services and energy storage systems. Synergy Co., Ltd. mainly engages in the investment, development, and operation of solar photovoltaic sites. Yuanshan Forest Natural Resource Co., Ltd. mainly develops forest carbon sink business. Amid the global trend toward net zero, the Company actively seeks business opportunities in the electronics industry and provides customized carbon reduction and net-zero services by leveraging its diversified and comprehensive energy business portfolio and the electronics industry resources accumulated by its parent company over many years.
In 2025, the Company's operating revenue was NT$26,064.10 million; gross loss was NT$17,189.22 million, with a gross loss ratio of 65.95%; and net loss after tax was NT$20,692.80 million. The Company's basic loss per share for 2025 was NT$60. Operating performance for the year fell short of expectations, mainly due to the significant loss incurred by Foxwell Energy Corporation Ltd. in undertaking
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Taipower's Phase II Offshore Wind Power Project. The project team has conducted a comprehensive review of the budget and schedule control mechanisms, with the goal of completing the project this year. The Company will also actively proceed with claims to Taipower for additional construction payments and an extension of the project schedule.
Looking ahead, in response to changes in the industry and operating environment, the Company will adhere to the principle of prudent operations, continue to strengthen project risk control, resource allocation, and operating efficiency, and carefully promote the development of its various businesses, so as to maintain stable operations and gradually enhance its overall competitiveness. We thank all shareholders for their continued support and encouragement.
I. 2025 business results
(I) Implementation results of the business plan
Unit: Thousands of NTD
| Item | 2025 | 2024 | Growth rate |
|---|---|---|---|
| Operating revenue | 26,064,104 | 19,644,727 | 33% |
| Operating costs | 43,296,520 | 17,639,410 | 145% |
| Gross profit (loss) | (17,232,416) | 2,005,317 | -959% |
| Operating expenses | 1,088,262 | 843,925 | 29% |
| Operating profit (loss) | (18,320,678) | 1,161,392 | -1677% |
| Non-operating income and expenses | (2,169,841) | (221,586) | 879% |
| Net profit (loss) before tax | (20,490,519) | 939,806 | -2280% |
| Net profit (loss) for the period | (20,692,803) | 660,413 | -3233% |
| Net profit (loss) attributed to parent company | (15,941,683) | 793,414 | -2109% |
(II) Budget implementation status
The Company has not prepared its financial forecasts for 2025; therefore, this item is not applicable.
(III) Profitability analysis
| Year | 2025 | 2024 | |
|---|---|---|---|
| Return on assets (%) | (42.05) | 2.55 | |
| Return on shareholders' equity (%) | (301.2) | 5.08 | |
| Contribution to paid-in capital Percentage (%) | Operating profit | (666.34) | 53.14 |
| Net profit before tax | (745.26) | 41.84 | |
| Net profit margin (%) | (79.39) | 3.36 | |
| Basic earnings per share (NT$) (Note) | (60) | 3.58 |
(IV) Research and development status
(A) Construction Business
The Company’s electromechanical system integration services cover various professional fields, including power, low-voltage systems, instrumentation and control, fire safety, water supply and drainage, and air conditioning. The Company conducts integrated design and construction applications based on owners’ requirements. The relevant technologies are based on professional knowledge and construction experience. The Company’s research and development efforts focus on optimizing construction processes, controlling costs, and improving quality. In response to changes in the industry environment, the Company continues to refine its construction technologies and standardized operating procedures, while strengthening safety management and project execution efficiency, so as to enhance overall engineering quality and project delivery capabilities.
(B) Energy Services
The Company’s energy services business focuses on renewable energy engineering and energy management applications. The related engineering technologies mainly utilize mature and proven equipment and systems available in the market to ensure the stability and effectiveness of project execution. At the current stage, the Company’s development direction is the integrated application of services related to energy conservation, energy storage, power generation, and green power. The Company also continues to monitor trends in energy technology development and prudently evaluates the feasibility of emerging technologies and business models in response to future energy transition needs.
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II. 2026 business plan summary
(I) Business strategy
The Company will prudently evaluate the development of renewable energy and related businesses based on market conditions and available capital, and will continue to promote energy conservation services, energy storage applications, electromechanical engineering, and power plant operation and maintenance. By integrating Group resources, strengthening the division of responsibilities and fostering synergies among business entities, and focusing on project management, cost control, and improvement of operating efficiency, the Company will stabilize its operating foundation. In addition, the Company aims to complete Taipower’s Phase II Offshore Wind Power Project this year, and will actively seek an extension of the project schedule and additional construction payments.
(II) Expected sales volume and its basis
The Company’s businesses are mainly domestic engineering business, power plant investment, and energy services. With support from government policies and market demand, each business is expected to maintain stable development.
(III) Important production and sales policies
The Company continues to strengthen customer relationships and enhance internal management capabilities to improve service quality and operating efficiency. At the same time, the Company actively cultivates professional talent and makes effective use of Group resources to provide customers with integrated energy services and establish long-term cooperative relationships.
III. Future development strategy for the Company
The Company will continue to integrate Group resources, strengthen the professional division of responsibilities and collaboration among business entities, and enhance overall operating efficiency and competitiveness through upstream and downstream integration and resource sharing. At the same time, the Company will prudently promote the development of renewable energy and energy services businesses based on its overall operating conditions, so as to strengthen its long-term operating foundation and future growth momentum.
IV. Effects of the external competitive environment, regulatory environment, and overall business environment
In response to the rapidly changing industry and operating environment, the Company will continue to strengthen its management systems and improve
operating efficiency, and will enhance the competitiveness of its products and services through cost control and resource integration. The Company will also continue to monitor policies, regulations, and market development trends, and adjust its operating strategies in a timely manner to respond to changes in the overall operating environment and maintain stable operations.
Responsible Person: T.C.Gou
General Manager: Kun-Hung Lin
AccountingSupervisor: Angela Lee
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[Attachment 2]
Shinfox Energy Co., Ltd.
2025 Audit Committee’s Audit Report
The Board of Directors of Shinfox Energy Co., Ltd has prepared the Company’s 2025 financial statements which has been audited by CPAs Hsiao-Tzu Chou and Chi-Tung Chen from PWC Taiwan. The Business Report, Financial Statements, and the deficit compensation proposal have been reviewed and found to be free of material inconsistencies by the Audit Committee of Shinfox Energy Co., Ltd. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
To
Shinfox Energy Co., Ltd.
Audit Committee convener: Shu-Fen Wang
March 30, 2026
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[Attachment 3]
Shinfox Energy Co., Ltd.
Report on the improvement status of fund loans and endorsements/guarantees
I. Background and current status:
(I) Causes: The Company’s subsidiary, Foxwell Energy Corporation Ltd. (hereinafter referred to as “Foxwell”), recognized expected contract losses under the International Financial Reporting Standards (IFRS) due to the impact of external force majeure factors, including rising global supply chain costs, labor shortages, and adverse weather conditions, on the progress of Taipower’s Phase II Offshore Wind Power Turnkey Project undertaken by Foxwell, resulting in deterioration of Foxwell’s net worth.
After the foregoing factors were consolidated into the Company’s consolidated financial statements in accordance with IFRS, the Company’s consolidated net worth also declined. This change led to: (1) the Company exceeding its aggregate limit for lending of funds; (2) the Company exceeding its aggregate limit for endorsements/guarantees; and (3) the Company’s subsidiary, Foxwell Energy Corporation Ltd., exceeding its aggregate limit for lending of funds.
(II) Explanation of overdue fund loans from the parent company to its subsidiary, Shinfox Far East Company Pte. Ltd. (hereinafter referred to as “SFE”): The outstanding balance of fund loans from the Company to its subsidiary SFE was NT$2 billion, which remained unpaid after the original agreed repayment deadline. The Company has adopted relevant risk control measures. The fund loans were mainly used to support project operations. The Company will continue to pursue additional construction payments from Taipower to ease the situation, and will properly handle necessary adjustment measures to gradually improve the overdue status and reduce risk.
II. Specific improvement plan and implementation progress
(I) Measures to improve the Company’s net worth
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Cash capital increase: The Company is currently seeking strategic investors to subscribe for shares in Shinfox Energy.
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Improvement of Foxwell’s losses: Foxwell Energy Corporation Ltd. has applied to the “Public Construction Commission, Executive Yuan” for mediation with respect to force majeure factors and contract changes in the offshore wind power project, and is actively negotiating with the project owner for additional construction payments. According to IFRS, once a mediation decision is obtained or contract amendment documents are signed, the construction losses originally recognized may be reversed, thereby improving the net worth
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of Foxwell Energy Corporation Ltd. The mediation application has been submitted, and five mediation meetings have been completed. Foxwell Energy Corporation Ltd. continues to cooperate with the Commission’s review and provide relevant supporting documents.
- Disposal of equity interests in Shinfox subsidiaries: The Company plans to optimize its net worth by recognizing gains on disposal, and the funds recovered are intended to be used to subscribe to the cash capital increase of Foxwell Energy Corporation Ltd. to inject the funds required for Taipower’s Phase II Offshore Wind Power Project.
(II) Improvement measures by subsidiaries
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Foxwell: Foxwell has applied to the ‘Public Construction Commission, Executive Yuan’ for mediation to seek additional construction payments, so as to increase the sources of repayment for credit facilities and reduce the balance of endorsements/guarantees provided by the Company.
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SFE: Pursuant to the resolution of SFE’s Board of Directors, the Company proposes to change its business operations to vessel management and leasing services. The Company has verbally requested the managing bank of the syndicated loan for the “Hercules” heavy-lift installation vessel to seek strategic investors or potential vessel purchasers and to introduce leasing opportunities for the Hercules vessel, with the aim of improving cash flow, accelerating repayment, and reducing the risks associated with the Company’s loans to others and endorsements/guarantees.
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SFE Developer Company Corporation (hereinafter referred to as “SFED”): SFED is 100% held by SFE. Pursuant to the resolution of SFE’s Board of Directors, SFED’s operating items are to be changed to vessel management and leasing. Foxwell will lease the vessels to support the project at daily rental rates comparable to prevailing market rates, thereby improving cash flow and reducing the Company’s endorsement/guarantee risk.
(III) Financial risk monitoring
Regular tracking reports: The Company’s Finance Department reviews the funding needs and changes in net worth of Foxwell Energy Corporation Ltd. on a monthly basis, and reports the improvement progress to the Board of Directors on a quarterly basis to ensure the gradual implementation of the improvement plan.
(IV) Improvement measures for overdue fund loans to subsidiary SFE
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Repayment plan: Repayment is planned in stages based on the funding status of the subsidiary.
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Enhanced fund monitoring: The parent company tracks SFE’s cash flows and project collections on a monthly basis.
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Coordination with financial institutions: Depending on funding allocation needs, the Company will coordinate credit facility adjustments and repayment plans.
(V) Regular reporting to the Board of Directors: Pursuant to the letter of the Financial Supervisory Commission dated February 12, 2026, Ref. No. Jin-Guan-Zheng-Shen-Zi No. 1140368778, the
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Company regularly reports the implementation status of the improvement plan to the Board of Directors.
III. Improvement objectives
Through the above measures, the Company will gradually reduce the balances of fund loans and endorsements/guarantees so that they return to within the limits prescribed under the applicable regulations, and will regularly report and announce the implementation status to the Audit Committee and the Board of Directors.
IV. Summary of fund loans to others by the Company and its subsidiaries as of December 31, 2025:
Unit: Thousands of NT$
| Company | Borrower | 2025/12/31 Balance of fund loans | Limit for fund loans to individual borrower and aggregate limit | Whether limit exceeded |
|---|---|---|---|---|
| Shinfox Energy | Shinfox Far East Company Pte. Ltd. | 2,000,000 | 561,058 | Yes |
| Shinfox Energy | Shinfox Far East (Taiwan) | 450,000 | 561,058 | Yes |
| Subsidiary (Foxwell) | Shinfox Far East Company Pte. Ltd. | 8,916,117 | 3,065,965 | Yes |
V. Summary of the Company's outstanding endorsements/guarantees for others as of December 31, 2025:
Unit: Thousands of NT$
| Endorser/ guarantor | Endorsee/ guarantee counterparty | Balance of endorsements/ guarantees (Total) | Aggregate limit for endorsements/ guarantees | Whether limit exceeded |
|---|---|---|---|---|
| Shinfox Energy | Foxwell Energy | 32,807,744 | 8,415,870 | Yes |
| Kunshan Jiuwei | ||||
| Youde Wind Power | ||||
| Shinfox Far East (Taiwan) | ||||
| Shinfox Far East Company Pte. Ltd. | ||||
| Changpin Wind Power | ||||
| SFE Developer Company Corporation |
[Attachment 4]
Shinfox Energy Co., Ltd.
2025 Report on Transactions with Associates
The Company's material transactions with related parties involving the purchase or sale of goods, provision of services, or technical services; acquisition or disposal of real properties or right-of-use assets; and other asset transactions (excluding real properties or right-of-use assets) with transaction amounts reaching NT$300 million or more are as follows:
I. Sales transactions:
| Board of Directors Approval date | Related party of counterparty | Contract type | Actual transaction amount | Whether it is calculated based on the transaction price approved by the Board of Directors | Whether the transaction amount for the whole year is not exceeding the limit approved by the Board of Directors |
|---|---|---|---|---|---|
| 2023/4/7 | Changpin Wind Power Ltd. | Turnkey Contract and 20-Year Operation & Maintenance Contract for Wind Power Plant | The actual transaction amount for 2025 was NT$659,660 thousand. | Yes | Yes |
II. Transaction for Acquisition or Disposal of Assets:
| Board approval date | Counterparty | Acquisition/ Disposal | Subject Matter | Item No. (Note) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| I | II | III | IV | V | VI | VII | VIII | IX | ||||
| 2025/03/06 | Foxwell Energy Corporation Ltd. | Acquisition | Common stock equity of Foxwell Energy Corporation Ltd. | To meet the overall business development needs and maximize the Group's benefits. | In line with the overall planning of the Company's business. | Not applicable | The subsidiary is 100% owned by the Company, with an initial investment amount of NT$2 million. | Not applicable | Not applicable | Not applicable | Not applicable | The total transaction amount was NT$2 billion, and Foxwell Energy Corporation, Ltd. has completed a cash capital increase. |
| 2025/12/01 | Foxwell Energy Corporation Ltd. | Acquisition | Common stock equity of Foxwell Energy Corporation Ltd. | To meet the overall business development needs and maximize the Group's benefits. | In line with the overall planning of the Company's business. | Not applicable | The subsidiary is 100% owned by the Company, with an initial investment amount of NT$2 million. | Not applicable | Not applicable | Not applicable | Not applicable | The total transaction amount was NT$600 million, and Foxwell Energy Corporation, Ltd. has completed a cash capital increase. |
| 2025/12/24 | Foxwell Energy Corporation Ltd. | Acquisition | Common stock equity of Foxwell Energy Corporation Ltd. | To meet the overall business development needs and maximize the Group's benefits. | In line with the overall planning of the Company's business. | Not applicable | The subsidiary is 100% owned by the Company, with an initial investment amount of NT$2 million. | Not applicable | Not applicable | Not applicable | Not applicable | The total transaction amount was NT$1.3 billion, and Foxwell Energy Corporation, Ltd. has completed a cash capital increase. |
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Note: 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
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The reason for choosing the related party as a transaction counterparty.
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With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with the regulations.
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The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
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Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
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An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the regulations.
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Restrictive covenants and other important stipulations associated with the transaction.
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An opinion issued by a CPA engaged to review whether the transaction with the affiliated enterprise conforms to ordinary commercial terms and whether it is damaging to the interests of this Corporation and its minority shareholders.
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Actual transaction status.
[Attachment 5]
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR25000713
To the Board of Directors and Stockholders of Shinfox Energy Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Shinfox Energy Co., Ltd. and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the report of other auditors, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
~4~
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~5~
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Material Uncertainty Related to Going Concern
As explained in Note 12(1) to the consolidated financial statements, the Group's net loss, attributable to owners of parent amounting to NT$15,941,683 thousand for the year ended December 31, 2025, and debt ratio and current ratio was 99.91% and 56.38% as of December 31, 2025, respectively. These circumstances indicate that a material uncertainty exists about the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Recognition of construction revenue - assessment on the stage of completion
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Aside from the matter described in the material uncertainty about the Company's ability to continue as a going concern section, the key audit matters for the consolidated financial statements of Group for the year ended December 31, 2025 are stated as follows:
Description
Please refer to Note 4(31) for accounting policy on construction contracts; Note 5 for the uncertainty of critical judgment, accounting estimates and assumptions applied to construction contracts. Note 6(25) for details of contract assets and contract liabilities and construction revenue, which amounted to NT$10,889,256 thousand, NT$66,119 thousand and NT$24,071,455 thousands, respectively, as of December 31, 2025. Since the unavoidable costs of fulfilling construction contracts exceed the economic benefits expected to be received, the provision for onerous contracts amounted to NT$639,861 thousand. Please refer to Note 6(20) to the consolidated financial statements.
The Group's construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably,
revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract over time.
As the estimated total costs are assessed by the management based on the different nature of constructions and due to the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses, and the complexity of aforementioned total cost usually involves subjective judgment and contains a high degree of uncertainty, which might affect the construction revenue recognition, we consider the assessment on the stage of completion which was applied on construction revenue recognition as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter on the stage of completion:
- Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.
- Obtained information on projects with significant changes in the estimated total cost for the year, and reviewed the description of such changes, including the verification of supporting documents for the additional or less projects and significant construction costs for the year.
- Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.
- Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.
~6~
25
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$662,914 thousand, constituting 1.33% of the consolidated total assets as at December 31, 2025, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT$18,534 thousand, constituting 2.37% of the total comprehensive income for the year then ended.
Other matter–Parent company only financial statements
We have audited and expressed an unmodified opinion with an other matters section on the parent company only financial statements of Shinfox Energy Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
~7~
26
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 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.
~8~
27
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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.
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28
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chou, Hsiao-Tzu
Chen, Chi-Tung
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 30, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~10~
29
SHINFOX ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 3,371,913 | 8 | $ 4,820,258 | 10 |
| 1110 | Current financial assets at fair value through profit or loss | 6(2)(16) | 739 | - | 4,074 | - |
| 1136 | Current financial assets at amortised cost | 6(4) and 8 | 4,977,524 | 11 | 6,826,106 | 14 |
| 1140 | Current contract assets | 6(25) and 7 | 10,892,711 | 24 | 8,906,886 | 18 |
| 1150 | Notes receivable, net | 6(5) | 26,630 | - | 9,013 | - |
| 1170 | Accounts receivable, net | 6(5) | 544,602 | 1 | 418,527 | 1 |
| 1180 | Accounts receivable, net - related parties | 7 | 34,668 | - | 214,377 | - |
| 1197 | Finance lease receivable, net | 6(10) | 27,674 | - | 27,000 | - |
| 1200 | Other receivables | 7 | 666,846 | 2 | 22,869 | - |
| 1220 | Current tax assets | 6(30) | 9,210 | - | 816 | - |
| 130X | Inventories | 1,360 | - | 1,080 | - | |
| 1410 | Prepayments | 6(6) | 1,645,425 | 4 | 12,435,972 | 25 |
| 1470 | Other current assets | 8 | 127,592 | - | 998,955 | 2 |
| 11XX | Total current assets | 22,326,894 | 50 | 34,685,933 | 70 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(3) | 149,185 | - | 46,452 | - |
| 1535 | Non-current financial assets at amortised cost | 6(4) and 8 | 1,126,525 | 2 | 584,028 | 1 |
| 1550 | Investments accounted for using equity method | 6(7) and 7 | 1,003,814 | 2 | 928,746 | 2 |
| 1600 | Property, plant and equipment, net | 6(8) and 8 | 17,838,963 | 40 | 10,837,183 | 22 |
| 1755 | Right-of-use assets | 6(9) and 7 | 846,093 | 2 | 1,860,185 | 4 |
| 1780 | Intangible assets, net | 6(11)(33) | 601,179 | 1 | 150,711 | - |
| 1840 | Deferred income tax assets | 6(30) | 409,871 | 1 | 307,484 | - |
| 1915 | Prepayments for business facilities | 6(8) | 6,027 | - | - | - |
| 1930 | Long-term notes and accounts receivable | 6(10) | 1,770 | - | 29,443 | - |
| 1990 | Other non-current assets, others | 8 | 713,473 | 2 | 431,296 | 1 |
| 15XX | Total non-current assets | 22,696,900 | 50 | 15,175,528 | 30 | |
| 1XXX | Total assets | $ 45,023,794 | 100 | $ 49,861,461 | 100 |
(Continued)
SHINFOX ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(13) | $ 9,205,297 | 21 | $ 3,905,677 | 8 |
| 2110 | Short-term notes and bills payable | 6(14) | 4,239,718 | 9 | 3,318,886 | 7 |
| 2130 | Current contract liabilities | 6(25) and 7 | 96,088 | - | 17,749 | - |
| 2150 | Notes payable | 110 | - | 8,074 | - | |
| 2170 | Accounts payable | 5,446,542 | 12 | 2,996,386 | 6 | |
| 2180 | Accounts payable to related parties | 7 | 15,938 | - | - | - |
| 2200 | Other payables | 6(15) | 1,158,045 | 3 | 602,532 | 1 |
| 2220 | Other payables to related parties | 7 | 901 | - | 180 | - |
| 2230 | Current tax liabilities | 6(30) | 181,377 | - | 232,550 | 1 |
| 2250 | Current provisions | 6(20) | 773,168 | 2 | 35,957 | - |
| 2280 | Current lease liabilities | 7 | 78,906 | - | 68,199 | - |
| 2320 | Long-term liabilities, current portion | 6(16)(17) | 18,396,819 | 41 | 971,188 | 2 |
| 2399 | Other current liabilities, others | 7,276 | - | 4,033 | - | |
| 21XX | Total current liabilities | 39,600,185 | 88 | 12,161,411 | 25 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | 6(16) | - | - | 1,976,525 | 4 |
| 2540 | Long-term borrowings | 6(17) | 4,436,553 | 10 | 20,205,915 | 40 |
| 2550 | Non-current provisions | 6(20) | 4,855 | - | 5,087 | - |
| 2570 | Deferred tax liabilities | 6(30) | 108,399 | - | 19,613 | - |
| 2580 | Non-current lease liabilities | 7 | 768,476 | 2 | 1,769,329 | 4 |
| 2650 | Credit balance of investments | 6(7) | ||||
| accounted for using equity method | 22,336 | - | - | - | ||
| 2670 | Other non-current liabilities, others | 41,452 | - | 27,981 | - | |
| 25XX | Total non-current liabilities | 5,382,071 | 12 | 24,004,450 | 48 | |
| 2XXX | Total liabilities | 44,982,256 | 100 | 36,165,861 | 73 | |
| Equity | ||||||
| Equity attributable to owners of the parent | ||||||
| Share capital | 6(16)(21) | |||||
| 3110 | Common stock | 2,746,429 | 6 | 2,246,429 | 5 | |
| 3140 | Advance receipts for share capital | - | - | - | - | |
| Capital surplus | 6(22) | |||||
| 3200 | Capital surplus | 13,697,174 | 30 | 9,038,544 | 18 | |
| Retained earnings | 6(23) | |||||
| 3310 | Legal reserve | 231,170 | 1 | 151,829 | - | |
| 3320 | Special reserve | - | - | 87,347 | - | |
| 3350 | Unappropriated earnings | (15,155,054) | (34) | 1,115,587 | 2 | |
| Other equity interest | 6(24) | |||||
| 3400 | Other equity interest | (117,074) | - | 14,261 | - | |
| 31XX | Equity attributable to owners of the parent | 1,402,645 | 3 | 12,653,997 | 25 | |
| 36XX | Non-controlling interests | 6(32) | (1,361,107) | (3) | 1,041,603 | 2 |
| 3XXX | Total equity | 41,538 | - | 13,695,600 | 27 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 45,023,794 | 100 | $ 49,861,461 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
SHINFOX ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share are expressed in New Taiwan dollars)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(25) and 7 | $ 26,064,104 | 100 | $ 19,644,727 | 100 |
| 5000 | Operating costs | 6(28)(29) and 7 | ( 43,253,327) | ( 166) | ( 17,606,967) | ( 90) |
| 5900 | Gross (loss) profit | ( 17,189,223) | ( 66) | 2,037,760 | 10 | |
| 5910 | Unrealized loss from sales | ( 43,478) | - | ( 32,443) | - | |
| 5920 | Realized profit on from sales | 285 | - | - | - | |
| 5950 | Net operating margin | ( 17,232,416) | ( 66) | 2,005,317 | 10 | |
| Operating expenses | 6(28)(29) and 7 | |||||
| 6100 | Selling expenses | ( 16,312) | - | ( 6,511) | - | |
| 6200 | Administrative expenses | ( 1,049,282) | ( 4) | 826,447 | ( 4) | |
| 6300 | Research and development expenses | ( 20,005) | - | ( 10,288) | - | |
| 6450 | Expected credit impairment loss | 12(3) | ( 2,663) | - | ( 679) | - |
| 6000 | Total operating expenses | ( 1,088,262) | ( 4) | 843,925 | ( 4) | |
| 6900 | Operating (loss) income | ( 18,320,678) | ( 70) | 1,161,392 | 6 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(4) | 154,608 | 1 | 118,902 | 1 |
| 7010 | Other income | 7 | 19,657 | - | 21,014 | - |
| 7020 | Other gains and losses | 6(12)(26) | ( 1,410,790) | ( 5) | 81,889 | - |
| 7050 | Finance costs | 6(27) and 7 | ( 928,442) | ( 4) | 436,461 | ( 2) |
| 7060 | Share of loss of associates and joint ventures accounted for using equity method | 6(7) | ||||
| ( 4,874) | - | ( 6,930) | - | |||
| 7000 | Total non-operating income and expenses | ( 2,169,841) | ( 8) | 221,586 | ( 1) | |
| 7900 | Profit (loss) before income tax | ( 20,490,519) | ( 78) | 939,806 | 5 | |
| 7950 | Income tax expense (benefit) | 6(30) | ( 202,284) | ( 1) | 279,393 | ( 2) |
| 8200 | Profit (Loss) | ( $ 20,692,803) | ( 79) | $ 660,413 | 3 | |
| Other comprehensive income (loss), net | ||||||
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences arising on translation of foreign operations | 6(24) | ||||
| ( $ 183,789) | ( 1) | $ 120,190 | 1 | |||
| 8300 | Other comprehensive (loss) income, net | ( $ 183,789) | ( 1) | $ 120,190 | 1 | |
| 8500 | Total comprehensive (loss) income | ( $ 20,876,592) | ( 80) | $ 780,603 | 4 | |
| Profit (loss) attributable to: | ||||||
| 8610 | Shareholders of the parent | ( $ 15,941,683) | ( 61) | $ 793,414 | 4 | |
| 8620 | Non-controlling interests | ( 4,751,120) | ( 18) | 133,001 | ( 1) | |
| Total | ( $ 20,692,803) | ( 79) | $ 660,413 | 3 | ||
| Total comprehensive income (loss) attributable to: | ||||||
| 8710 | Shareholders of the parent | ( $ 16,073,018) | ( 62) | $ 895,022 | 5 | |
| 8720 | Non-controlling interests | ( 4,803,574) | ( 18) | 114,419 | ( 1) | |
| Total | ( $ 20,876,592) | ( 80) | $ 780,603 | 4 | ||
| Basic (loss) earnings per share (in dollars) | 6(31) | |||||
| 9750 | Basic (loss) earnings per share | ( $ 60.00) | $ 3.58 | |||
| Diluted (loss) earnings per share (in dollars) | 6(31) | |||||
| 9850 | Diluted (loss) earnings per share | ( $ 60.00) | $ 3.42 |
The accompanying notes are an integral part of these consolidated financial statements.
SHINFOX ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Equity attributable to owners of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other equity interest | Non-controlling interests | |||||||||
| Common stock | Capital Surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Total equity | |||
| Year 2024 | |||||||||||
| Balance at January 1 | $ 2,161,500 | $ 8,197,827 | $ 88,353 | $ 16,978 | $ 780,243 | ($ 72,098) | ($ 15,249) | $ 11,157,554 | $ 1,161,330 | $ 12,318,884 | |
| Profit (loss) for the year | - | - | - | - | 793,414 | - | - | 793,414 | ( 133,001 ) | 660,413 | |
| Other comprehensive income | 6(24) | - | - | - | - | - | 101,608 | - | 101,608 | 18,582 | 120,190 |
| Total comprehensive income (loss) | - | - | - | - | 793,414 | 101,608 | - | 895,022 | ( 114,419 ) | 780,603 | |
| Appropriation and distribution of retained earnings | 6(23) | ||||||||||
| Legal reserve | - | - | 63,476 | - | ( 63,476 ) | - | - | - | - | - | |
| Special reserve | - | - | - | 70,369 | ( 70,369 ) | - | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 324,225 ) | - | - | ( 324,225 ) | - | ( 324,225 ) | |
| Changes in non-controlling interests | 6(32) | - | - | - | - | - | - | - | - | ( 5,381 ) | ( 5,381 ) |
| Changes in ownership interests in subsidiaries | 6(22)(32) | - | 252 | - | - | - | - | - | 252 | ( 252 ) | - |
| Compensation costs of employee stock options | 6(19)(22) | - | 2,938 | - | - | - | - | - | 2,938 | 325 | 3,263 |
| Conversion of convertible bonds | 6(16)(22) | 84,929 | 837,527 | - | - | - | - | - | 922,456 | - | 922,456 |
| Balance at December 31 | $ 2,246,429 | $ 9,038,544 | $ 151,829 | $ 87,347 | $ 1,115,587 | $ 29,510 | ($ 15,249 ) | $ 12,653,997 | $ 1,041,603 | $ 13,695,600 | |
| Nine months ended September 30, 2025 | |||||||||||
| Balance at January 1 | $ 2,246,429 | $ 9,038,544 | $ 151,829 | $ 87,347 | $ 1,115,587 | $ 29,510 | ($ 15,249 ) | $ 12,653,997 | $ 1,041,603 | $ 13,695,600 | |
| Loss for the year | - | - | - | - | ( 15,941,683 ) | - | - | ( 15,941,683 ) | ( 4,751,120 ) | ( 20,692,803 ) | |
| Other comprehensive income for the period | 6(24) | - | - | - | - | - | ( 131,335 ) | - | ( 131,335 ) | ( 52,454 ) | ( 183,789 ) |
| Total comprehensive income (loss) | - | - | - | - | ( 15,941,683 ) | ( 131,335 ) | - | ( 16,073,018 ) | ( 4,803,574 ) | ( 20,876,592 ) | |
| Appropriation and distribution of retained earnings | 6(23) | ||||||||||
| Legal reserve | - | - | 79,341 | - | ( 79,341 ) | - | - | - | - | - | |
| Special reserve | - | - | - | ( 87,347 ) | 87,347 | - | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 336,964 ) | - | - | ( 336,964 ) | - | ( 336,964 ) | |
| Change in non-controlling interests | 6(32) | - | - | - | - | - | - | - | - | 2,502,333 | 2,502,333 |
| Issue of shares | 6(21)(22) | 500,000 | 3,500,000 | - | - | - | - | - | 4,000,000 | - | 4,000,000 |
| Changes in ownership interests in subsidiaries | 6(22)(32) | - | 1,093,295 | - | - | - | - | - | 1,093,295 | ( 106,906 ) | 986,389 |
| Changes in equity of associates and joint ventures accounted for using equity method6(19)(22) | - | ( 5,577 ) | - | - | - | - | - | ( 5,577 ) | 537 | ( 5,040 ) | |
| Compensation costs of employee stock options | - | 70,912 | - | - | - | - | - | 70,912 | 4,900 | 75,812 | |
| Balance at September 30 | $ 2,746,429 | $ 13,697,174 | $ 231,170 | $ - | ($ 15,155,054 ) | ($ 101,825 ) | ($ 15,249 ) | $ 1,402,645 | ($ 1,361,107 ) | $ 41,538 |
The accompanying notes are an integral part of these consolidated financial statements.
SHINFOX ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| (Loss) profit before tax | ($ 20,490,519) | $ 939,806 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Expected credit impairment loss | 12(3) | 2,663 | 679 |
| Depreciation expense | 6(8)(9)(28) | 714,620 | 416,834 |
| Amortisation expense | 6(11)(28) | 90,918 | 74,303 |
| Realised profit from sales | 6(7) | ( 285 ) | - |
| Unrealised profit from sales | 6(7) | 43,478 | 32,443 |
| Share of loss of associates and joint ventures accounted for using equity method | 6(7) | ||
| Interest expense | 6(27) and 7 | 4,874 | 6,930 |
| Interest income | ( 154,608 ) | ( 118,902 ) | |
| Compensation cost of employee share options | 6(19)(29) | 75,812 | 3,263 |
| Revaluation losses (gain) on financial assets measured at fair value through profit or loss | 6(2)(26) | 2,085 | ( 2,482 ) |
| Loss on disposal of property, plant and equipment | 6(8)(26) | 9 | 2,732 |
| Onerous contract provision loss (reversal) | 6(20) | 605,399 | 6,677 |
| Gain on sublease of right-of-use assets | 6(9) | ( 38 ) | ( 806 ) |
| Profit from lease modification | 6(9)(26) | ( 6,812 ) | ( 1 ) |
| Impairment loss | 6(6)(8)(11)(12)(26) | 1,310,134 | 39,528 |
| Loss due to default | 6(26) | 154,733 | - |
| Warranty provision | 6(20) | 269 | 1,182 |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Current contract assets | ( 1,785,600 ) | ( 230,926 ) | |
| Notes receivable | ( 17,617 ) | 13,007 | |
| Accounts receivable | ( 64,519 ) | 679,843 | |
| Lease payments receivables | 26,999 | ( 46,277 ) | |
| Accounts receivable - related parties | 179,709 | ( 203,794 ) | |
| Other receivables (including related parties) | ( 634,823 ) | 58,554 | |
| Inventories | ( 280 ) | ( 734 ) | |
| Prepayments | 10,736,567 | ( 6,545,062 ) | |
| Other non-current assets | ( 76,692 ) | 574 | |
| Changes in operating liabilities | |||
| Contract liabilities | 48,340 | ( 25,792 ) | |
| Notes payable | ( 8,339 ) | ( 24,576 ) | |
| Accounts payable | 2,435,464 | 1,221,578 | |
| Accounts payable - related parties | 15,938 | ( 1,286 ) | |
| Other payables | ( 164,137 ) | 95,279 | |
| Other payables - related parties | 343 | ( 4,209 ) | |
| Provision | 6(20) | ( 23,485 ) | - |
| Other current liabilities | ( 4,067 ) | ( 1,094 ) | |
| Cash outflow generated from operations | ( 6,055,025 ) | ( 3,176,268 ) | |
| Interest received | 152,808 | 118,902 | |
| Interest paid | ( 792,388 ) | ( 356,669 ) | |
| Income tax paid | ( 345,305 ) | ( 442,979 ) | |
| Dividends received | 13,371 | - | |
| Net cash flows used in operating activities | ( 7,026,539 ) | ( 3,857,014 ) |
(Continued)
SHINFOX ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | $ - | ($ 29) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 1,250 | - | |
| Acquisition of financial assets at fair value through other comprehensive income | 12(4) | ||
| (Increase) decrease in financial assets at amortised cost | 1,306,085 | ( 4,901,900 ) | |
| Acquisition of investments accounted for using equity method | 6(7) and 7 | ( 116,400 ) | ( 852,327 ) |
| Acquisition of property, plant and equipment | 6(34) | ( 8,518,545 ) | ( 5,773,467 ) |
| Proceeds from disposal of property, plant and equipment | 6(8) | 9,274 | 55 |
| Acquisition of use-of-right assets | - | ( 23,407 ) | |
| Acquisition of intangible assets | 6(11) | ( 5,759 ) | ( 15,106 ) |
| Increase in refundable deposits | 793,292 | ( 171,134 ) | |
| Increase in prepayments for business facilities | ( 6,027 ) | ( 17,535 ) | |
| Net cash flow used in acquisition of equity interests in a subsidiary | 6(34) | ||
| Net cash flow from acquisition of subsidiaries | 6(33) | 779,025 | - |
| Net cash flows used in investing activities | ( 5,903,904 ) | ( 11,800,653 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayment of short-term loans | 6(35) | ( 6,050,619 ) | ( 6,446,124 ) |
| Proceeds from short-term loans | 6(35) | 11,415,279 | 3,873,373 |
| Increase (decrease) in short-term notes and bills payable | 6(35) | 920,832 | 312,582 |
| Repayment of long-term debt | 6(35) | ( 14,935,853 ) | ( 2,441,631 ) |
| Proceeds from long-term debt | 6(35) | 14,490,413 | 21,653,050 |
| Payments of lease liabilities | 6(35) | ( 57,818 ) | ( 60,033 ) |
| Increase (decrease) in guarantee deposits received | 6(35) | 2,334 | ( 6,842 ) |
| Proceeds from issuing shares | 6(21) | 4,000,000 | - |
| Change in non-controlling interests | 6(32) | 1,265,987 | ( 5,381 ) |
| Cash dividends paid | 6(23) | ( 336,964 ) | ( 324,225 ) |
| Proceeds from disposal of ownership interests in subsidiaries (without losing control) | 6(32) | ||
| Net cash flows from financing activities | 827,174 | - | |
| Effect of change in exchange rates | 11,540,765 | 16,554,769 | |
| Net (decrease) increase in cash and cash equivalents | ( 58,667 ) | 10,693 | |
| Cash and cash equivalents at beginning of year | 6(1) | ( 1,448,345 ) | 907,795 |
| Cash and cash equivalents at end of year | 6(1) | 4,820,258 | 3,912,463 |
The accompanying notes are an integral part of these consolidated financial statements.
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36
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR25005999
To the Board of Directors and Stockholders of Shinfox Energy Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Shinfox Energy Co., Ltd. (the "Company") as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only 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 by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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37
Material Uncertainty Related to Going Concern
As explained in Note 12(1) to the consolidated financial statements, the Group's net loss, attributable to owners of parent amounting to NT$15,941,683 thousand for the year ended December 31, 2025, and debt ratio and current ratio was 92.43% and 68.66% as of December 31, 2025, respectively. These circumstances indicate that a material uncertainty exists about the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company's 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Recognition of construction revenue - assessment on the stage of completion
Description
Please refer to Note 4(28) for accounting policy on construction contracts; Note 5 for the uncertainty of critical judgment, accounting estimates and assumptions applied to construction contracts; Note 6(23) for details of contract assets, contract liabilities, and construction revenue. Please refer to Note 6(7) for details of investments accounted for under equity method and Notes 7 and 8 for the related information of investees accounted for under equity method.
Contract assets, contract liabilities and construction revenue, amounted to NT$117,227 thousand, NT$27,133 thousand and NT$744,208 thousand, respectively, as of December 31, 2025. Additionally, the companies accounted for under equity method, including Foxwell Energy Corporation Ltd., Foxwell Power Co., Ltd., Eastern Rainbow Green Energy Environmental Technology Co., Ltd., and Shinfox Fair East Company Pte. Ltd., amounted to NT$1,820,071 thousand as of December 31, 2025. The Company and its subsidiaries are primarily engaged in the undertaking construction, electricity sales, energy conservation and energy storage and other related energy services. As the Company's construction revenue and costs mainly arise from undertaking construction works, the outcome of a construction contract can be estimated reliably, of which the revenue was recognised using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial
reporting date to the estimated total costs for the construction contract. The aforementioned estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses.
As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, we consider the assessment on the stage of completion which was applied on construction revenue recognition as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter on the stage of completion:
- Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.
- Assessed and tested the internal control procedures of the construction revenue recognised based on the stage of completion, including the verification of supporting documents for the additional or less projects and significant construction costs for the year.
- Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.
- Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.
Other matter - Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$662,914 thousand, constituting 3.46% of the
~7~
38
total assets as at December 31, 2025, and the comprehensive loss recognised from associates and joint ventures accounted for under the equity method amounted to NT$18,534 thousand, constituting 2.07% of the total comprehensive income for the year then ended.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit.
~8~
39
We also:
A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
40
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chou, Hsiao-Tzu
Chen, Chi-Tung
For and on behalf of PricewaterhouseCoopers, Taiwan
March 30, 2026
The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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41
SHINFOX ENERGY CO., LTD. PARENT COMPANY ONLY
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 1,074,316 | 6 | $ 1,358,864 | 7 |
| 1110 | Current financial assets at fair value through profit or loss | 6(2)(15) | - | - | 2,641 | - |
| 1136 | Current financial assets at amortised cost | 6(3) and 8 | 2,006,503 | 11 | 5,973 | - |
| 1140 | Current contract assets | 6(23) | 117,227 | 1 | 311,122 | 2 |
| 1170 | Accounts receivable, net | 6(5) | 52,521 | - | 79,971 | - |
| 1180 | Accounts receivable, net - related parties | 7 | 2,415 | - | 104,225 | 1 |
| 1200 | Other receivables | 9,418 | - | 1,823 | - | |
| 1210 | Other receivables - related parties | 7 | 2,462,861 | 13 | 24,656 | - |
| 1410 | Prepayments | 6(6)(11) | 238,971 | 1 | 538,040 | 3 |
| 1470 | Other current assets | 7 and 8 | 2,213 | - | 2,360 | - |
| 11XX | Total current assets | 5,966,445 | 32 | 2,429,675 | 13 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(3) | 135,000 | 1 | 45,780 | - |
| 1535 | Non-current financial assets at amortised cost | 6(4) and 8 | 654 | - | 25,843 | - |
| 1550 | Investments accounted for using the equity method | 6(7), 7 and 8 | 11,781,337 | 64 | 16,275,920 | 85 |
| 1600 | Property, plant and equipment | 6(8) | 178,994 | 1 | 128,186 | 1 |
| 1755 | Right-of-use assets | 6(9) | 52,810 | - | 70,168 | - |
| 1780 | Intangible assets | 6(10) | 6,353 | - | 6,916 | - |
| 1840 | Deferred tax assets | 6(29) | 307,749 | 2 | 71,507 | - |
| 1990 | Other non-current assets, others | 7 and 8 | 90,624 | - | 91,518 | 1 |
| 15XX | Total non-current assets | 12,553,521 | 68 | 16,715,838 | 87 | |
| 1XXX | Total assets | $ 18,519,966 | 100 | $ 19,145,513 | 100 |
(Continued)
SHINFOX ENERGY CO., LTD. PARENT COMPANY ONLY
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(12) | $ 4,901,437 | 27 | $ 2,160,531 | 11 |
| 2110 | Short-term notes and bills payable | 6(13) | 1,147,945 | 6 | 1,117,963 | 6 |
| 2130 | Current contract liabilities | 6(23) and 7 | 27,133 | - | 500,755 | 3 |
| 2170 | Accounts payable | 32,924 | - | 126,324 | 1 | |
| 2180 | Accounts payable - related parties | 7 | 12,119 | - | - | - |
| 2200 | Other payables | 6(14) | 104,305 | 1 | 116,953 | - |
| 2220 | Other payables - related parties | 7 | 2,834 | - | 249 | - |
| 2230 | Current tax liabilities | 19,196 | - | 2,484 | - | |
| 2280 | Current lease liabilities | 7 | 12,669 | - | 13,598 | - |
| 2320 | Long-term liabilities, current portion | 6(15)(16) | 2,028,284 | 11 | - | - |
| 2399 | Other current liabilities, others | 400,376 | 2 | 627 | - | |
| 21XX | Total current liabilities | 8,689,222 | 47 | 4,039,484 | 21 | |
| Non-current liabilities | ||||||
| 2530 | Bonds payable | 6(15) | - | - | 1,976,525 | 11 |
| 2540 | Long-term borrowings | 6(14) | 480,000 | 2 | 400,000 | 2 |
| 2550 | Non-current provisions | 1,306 | - | 1,306 | - | |
| 2570 | Deferred tax liabilities | 6(29) | - | - | 5,637 | - |
| 2580 | Non-current lease liabilities | 7 | 41,899 | - | 57,616 | - |
| 2650 | Credit balance of investments | 6(7) | ||||
| accounted for using equity method | 7,891,020 | 43 | - | - | ||
| 2670 | Other non-current liabilities, others | 7 | 13,874 | - | 10,948 | - |
| 25XX | Total non-current liabilities | 8,428,099 | 45 | 2,452,032 | 13 | |
| 2XXX | Total liabilities | 17,117,321 | 92 | 6,491,516 | 34 | |
| Equity | ||||||
| Share capital | 6(19) | |||||
| 3110 | Ordinary share | 2,746,429 | 15 | 2,246,429 | 12 | |
| Capital surplus | 6(20) | |||||
| 3200 | Capital surplus | 13,697,174 | 74 | 9,038,544 | 47 | |
| Retained earnings | 6(21) | |||||
| 3310 | Legal reserve | 231,170 | 1 | 151,829 | 1 | |
| 3320 | Special reserve | - | - | 87,347 | - | |
| 3350 | Unappropriated earnings | ( 15,155,054 ) | ( 82 ) | 1,115,587 | 6 | |
| Other equity interest | 6(22) | |||||
| 3400 | Other equity interest | ( 117,074 ) | - | 14,261 | - | |
| 3XXX | Total equity | 1,402,645 | 8 | 12,653,997 | 66 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 18,519,966 | 100 | $ 19,145,513 | 100 |
The accompanying notes are an integral part of these financial statements.
SHINFOX ENERGY CO., LTD. PARENT COMPANY ONLY
STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for (loss) earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(23) and 7 | $ 1,289,995 | 100 | $ 1,139,256 | 100 |
| 5000 | Operating costs | 6(27)(28) and 7 | ( 1,149,194 ) | ( 89 ) | ( 1,016,605 ) | ( 89 ) |
| 5900 | Gross profit | 140,801 | 11 | 122,651 | 11 | |
| 5910 | Unrealised profit from sales | 6(7) | ( 43,767 ) | ( 3 ) | ( 32,453 ) | ( 3 ) |
| 5920 | Realised profit from sales | 6(7) | 1,997 | - | 1,997 | - |
| 5950 | Gross profit from operations | 99,031 | 8 | 92,195 | 8 | |
| Operating expenses | 6(27)(28) and 7 | |||||
| 6200 | Administrative expenses | ( 334,966 ) | ( 26 ) | ( 309,857 ) | ( 27 ) | |
| 6450 | Expected credit impairment loss | 12(3) | ( 18 ) | - | - | - |
| 6000 | Total operating expenses | ( 334,984 ) | ( 26 ) | ( 309,857 ) | ( 27 ) | |
| 6900 | Operating income | ( 235,953 ) | ( 18 ) | ( 217,662 ) | ( 19 ) | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(4) and 7 | 78,139 | 6 | 136,102 | 12 |
| 7010 | Other income | 6(24) and 7 | 46,326 | 3 | 43,311 | 4 |
| 7020 | Other gains and losses | 6(11)(25) | ( 194,073 ) | ( 15 ) | 37,515 | 3 |
| 7050 | Finance costs | 6(9)(26) and 7 | ( 168,223 ) | ( 13 ) | ( 183,148 ) | ( 16 ) |
| 7070 | Share of (loss) profit of associates and joint ventures accounted for using equity method | 6(7) | ||||
| ( 15,688,919 ) | ( 1216 ) | 943,486 | 82 | |||
| 7000 | Total non-operating income and expenses | ( 15,926,750 ) | ( 1235 ) | 968,266 | 85 | |
| 7900 | Profit before tax | ( 16,162,703 ) | ( 1253 ) | 750,604 | 66 | |
| 7950 | Income tax benefit | 6(29) | 221,020 | 17 | 42,810 | 4 |
| 8200 | Profit | ( $ 15,941,683 ) | ( 1236 ) | $ 793,414 | 70 | |
| Other comprehensive income, net Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation of foreign financial statements | 6(22) | ||||
| ( $ 131,335 ) | ( 10 ) | $ 101,608 | 9 | |||
| 8360 | Total components of other comprehensive (loss) income that will be reclassified to profit or loss | ( 131,335 ) | ( 10 ) | 101,608 | 9 | |
| 8300 | Other comprehensive (loss) income, net | ( $ 131,335 ) | ( 10 ) | $ 101,608 | 9 | |
| 8500 | Total comprehensive income | ( $ 16,073,018 ) | ( 1246 ) | $ 895,022 | 79 | |
| Basic (loss) earnings per share (in 6(30) dollars) | ||||||
| 9750 | Basic (loss) earnings per share | ( $ 60.00 ) | $ 3.58 | |||
| Diluted earnings per share | 6(30) | |||||
| 9850 | Diluted earnings per share | ( $ 60.00 ) | $ 3.42 |
The accompanying notes are an integral part of these financial statements.
SHINFOX ENERGY CO., LTD. PARENT COMPANY ONLY
STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Ordinary share | Capital Reserves | Retained Earnings | Other equity interest | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional paid-in capital | Difference between consideration and carrying amount of subsidiaries acquired or disposed | Changes in ownership interests in subsidiaries | Employee share options | Capital surplus, share options | Others | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | ||||
| Year 2024 | ||||||||||||||
| Balance at January 1 | $ 2,161,500 | $ 7,810,393 | $ 74,858 | $ 1,107 | $ - | $ 311,227 | $ 242 | $ 88,353 | $ 16,978 | $ 780,243 | ($ 72,098) | ($ 15,249) | $ 11,157,554 | |
| Profit for the year | - | - | - | - | - | - | - | - | - | 793,414 | - | - | 793,414 | |
| Other comprehensive income | 6(22) | - | - | - | - | - | - | - | - | - | - | 101,608 | - | 101,608 |
| Total comprehensive income | - | - | - | - | - | - | - | - | - | 793,414 | 101,608 | - | 895,022 | |
| Appropriation and distribution of retained earnings | 6(21) | |||||||||||||
| Legal reserve | - | - | - | - | - | - | - | 63,476 | - | ( 63,476) | - | - | - | |
| Reversal of special reserve | - | - | - | - | - | - | - | - | 70,369 | ( 70,369) | - | - | - | |
| Cash dividends | - | - | - | - | - | - | - | - | - | ( 324,225) | - | - | ( 324,225) | |
| Changes in ownership interests in subsidiaries | 6(18) | - | - | - | 252 | - | - | - | - | - | - | - | - | 252 |
| Compensation cost of employee stock options | 6(15)(19) | - | - | - | 1,755 | 1,183 | - | - | - | - | - | - | - | 2,938 |
| Conversion of convertible bonds | 84,929 | 937,970 | - | - | - | ( 100,443) | - | - | - | - | - | - | 922,456 | |
| Balance at December 31 | $ 2,246,429 | $ 8,748,363 | $ 74,858 | $ 3,114 | $ 1,183 | $ 210,784 | $ 242 | $ 151,829 | $ 87,347 | $ 1,115,587 | $ 29,510 | ($ 15,249) | $ 12,653,997 | |
| Year 2025 | ||||||||||||||
| Balance at January 1 | $ 2,246,429 | $ 8,748,363 | $ 74,858 | $ 3,114 | $ 1,183 | $ 210,784 | $ 242 | $ 151,829 | $ 87,347 | $ 1,115,587 | $ 29,510 | ($ 15,249) | $ 12,653,997 | |
| Loss for the year | - | - | - | - | - | - | - | - | - | ( 15,941,683) | - | - | ( 15,941,683) | |
| Other comprehensive income | 6(22) | - | - | - | - | - | - | - | - | - | - | ( 131,335) | - | ( 131,335) |
| Total comprehensive income | - | - | - | - | - | - | - | - | - | ( 15,941,683) | ( 131,335) | - | ( 16,073,018) | |
| Appropriation and distribution of retained earnings | 6(21) | |||||||||||||
| Legal reserve | - | - | - | - | - | - | - | 79,341 | - | ( 79,341) | - | - | - | |
| Reversal of special reserve | - | - | - | - | - | - | - | - | ( 87,347) | 87,347 | - | - | - | |
| Cash dividends | - | - | - | - | - | - | - | - | - | ( 336,964) | - | - | ( 336,964) | |
| Changes in ownership interests in subsidiaries | - | - | 514,893 | 572,825 | - | - | - | - | - | - | - | - | 1,087,718 | |
| Issue of shares | 6(19) | 500,000 | 3,500,000 | - | - | - | - | - | - | - | - | - | - | 4,000,000 |
| Compensation cost of employee stock options | 6(18) | - | 58,045 | - | 3,030 | 379 | - | 9,458 | - | - | - | - | - | 70,912 |
| Balance at December 31 | $ 2,746,429 | $ 12,306,408 | $ 589,751 | $ 578,969 | $ 1,562 | $ 210,784 | $ 9,700 | $ 231,170 | $ - | ($ 15,155,054) | ($ 101,825) | ($ 15,249) | $ 1,402,645 |
The accompanying notes are an integral part of these financial statements.
SHINFOX ENERGY CO., LTD. PARENT COMPANY ONLY
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| (Loss) profit before tax | ($ 16,162,703 ) | $ 750,604 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Expected credit impairment (profit) loss | 12(3) | 18 | - |
| Depreciation expense | 6(8)(9)(27) | 17,485 | 18,246 |
| Amortisation expense | 6(10)(27) | 2,622 | 2,256 |
| Share of profit of associates and joint ventures accounted for using equity method | 6(7) | 15,688,919 | ( 934,485 ) |
| Gain on financial assets at fair value through profit or loss | 6(2)(25) | 2,641 | ( 2,345 ) |
| Share-based payments | 6(18) | 67,882 | 1,183 |
| Interest expense | 6(26) | 168,223 | 183,148 |
| Interest income | ( 78,139 ) | ( 136,102 ) | |
| Impairment loss | 6(11)(25) | 145,301 | 39,528 |
| Net loss on disposal of property, plant and equipment | 6(25) | ( 1,321 ) | 85 |
| Unrealised profit from sales | 6(7) | 43,767 | 32,453 |
| Realised profit from sales | 6(7) | ( 1,997 ) | ( 1,997 ) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Current contract assets | 193,895 | ( 243,636 ) | |
| Notes receivable | - | 10,267 | |
| Accounts receivable | 27,432 | ( 47,970 ) | |
| Accounts receivable - related parties | 101,810 | ( 98,975 ) | |
| Other receivables | ( 3,447 ) | 62,982 | |
| Other receivables - related parties | ( 4,527 ) | ( 392 ) | |
| Prepayments | 203,646 | ( 274,903 ) | |
| Other non-current assets – other | ( 191 ) | - | |
| Changes in operating liabilities | |||
| Current contract liabilities | ( 473,622 ) | ( 31,167 ) | |
| Accounts payable | ( 93,400 ) | 119,302 | |
| Accounts payable - related parties | 12,119 | - | |
| Other payables | ( 41,825 ) | 14,831 | |
| Other payables to related parties | 2,585 | ( 50 ) | |
| Other current liabilities | ( 251 ) | 143 | |
| Cash outflow generated from operations | ( 183,078 ) | ( 536,994 ) | |
| Interest received | 90,313 | 111,616 | |
| Interest paid | ( 115,210 ) | ( 130,448 ) | |
| Income taxes paid | ( 4,147 ) | ( 9,161 ) | |
| Income tax refunded | - | 34,057 | |
| Net cash flows used in operating activities | ( 212,122 ) | ( 530,930 ) |
(Continued)
~15~
46
SHINFOX ENERGY CO., LTD. PARENT COMPANY ONLY
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Decrease (increase) in financial assets at amortised cost | ($ 1,975,341 ) | $ 2,578 | |
| Increase in other receivables - related parties | ( 2,450,000 ) | - | |
| Acquisition of financial assets at fair value through other comprehensive income | 12(4) | ||
| Acquisition of long-term equity investment - subsidiary | 6(7) | ( 4,217,988 ) | ( 1,548,579 ) |
| Return of capital from investments accounted for under the equity | 6(7) | 900,000 | - |
| Acquisition of property, plant and equipment | 6(31) | ( 50,475 ) | ( 75,519 ) |
| Proceeds from disposal of property, plant and equipment | 25,687 | - | |
| Capitalization of interest | 6(31) | ( 428 ) | - |
| Acquisition of intangible assets | 6(10) | ( 2,059 ) | ( 4,841 ) |
| Decrease in refundable deposits | 1,232 | 4,464 | |
| Dividend received | 55,262 | 23,270 | |
| Net cash flows used in investing activities | ( 7,803,330 ) | ( 1,644,407 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term loans | 6(32) | 7,425,058 | 2,160,531 |
| Repayment in short-term loans | 6(32) | ( 4,684,152 ) | ( 1,040,000 ) |
| Increase in short-term notes and bills payable | 6(32) | 29,982 | 150,553 |
| Proceeds from long-term debt | 6(32) | 480,000 | 400,000 |
| Payments of lease liabilities | 6(32) | ( 13,120 ) | ( 12,925 ) |
| Increase (decrease) in guarantee deposits received | 6(32) | 2,926 | ( 8,485 ) |
| Proceeds from issuing shares | 6(19) | 4,000,000 | - |
| Proceeds from disposal of ownership interests in subsidiaries (without losing control) | 7(3) | 827,174 | - |
| Cash dividends paid | 6(21) | ( 336,964 ) | ( 324,225 ) |
| Net cash flows from financing activities | 7,730,904 | 1,325,449 | |
| Net decrease in cash and cash equivalents | ( 284,548 ) | ( 849,888 ) | |
| Cash and cash equivalents at beginning of year | 6(1) | 1,358,864 | 2,208,752 |
| Cash and cash equivalents at end of year | 6(1) | $ 1,074,316 | $ 1,358,864 |
The accompanying notes are an integral part of these financial statements.
[Attachment 6]
Shinfox Energy Co., Ltd.
2025 Deficit Compensation Statement
Unit: NT$
| Items | Amount | Remarks |
|---|---|---|
| Beginning unappropriated earnings | 786,627,991 | |
| Less: Net loss after tax for the year | (15,941,681,697) | |
| Accumulated losses to be offset for the period | (15,155,053,706) | |
| Items for offsetting losses: | ||
| Statutory reserve used to offset losses | 231,170,136 | |
| Additional paid-in capital used to offset losses | 13,697,174,591 | |
| Accumulated Deficit at the End of the Period | (1,226,708,979) |
Chairman: Tai-Ciang Guo
Managerial Officer: Kun-Hung Lin
Accounting Supervisor: Hsin-Mei Li
48
Shinfox Energy Co., Ltd.
[Attachment 7]
The Comparison Table of the Amended Provisions of the Articles of Incorporation
| Articles | Article before amendment | Article after amendment | Remarks |
|---|---|---|---|
| Article 2 | The scope of business of the Company shall be as follows: | ||
| 1. E604010 Machinery Installation | |||
| 2. E599010 Piping Engineering | |||
| 3. EZ03010 Furnace Installation | |||
| 4. E603110 Cold Work Engineering | |||
| 5. EZ15010 Warming and Cooling Maintenance Construction | |||
| 6. EZ99990 Other Engineering | |||
| 7. A102080 Horticultural Service | |||
| 8. EZ05010 Instrument and Meter Installation Engineering | |||
| 9. E603050 Automatic Control Equipment Engineering | |||
| 10. EZ02010 Crane and Hoist Services Engineering | |||
| 11. F113010 Wholesale of Machinery | |||
| 12. F113100 Wholesale of Pollution Controlling Equipment | |||
| 13. E603100 Electric Welding Engineering | |||
| 14. E603120 Sand Blasting Engineering | |||
| 15. E401010 Dredging Industry | |||
| 16. E402010 Sandstone and Silt Ocean Dumping | |||
| 17. E901010 Painting Engineering | |||
| 18. E903010 Anti-Corrosion and Anti-Rust Engineering | |||
| 19. E502010 Fuel Pipeline Installation Engineering | |||
| 20. F120010 Wholesale of Refractory Materials | |||
| 21. F206010 Retail Sale of Hardware | |||
| 22. F207010 Retail Sale of Paints, Coating and Varnishes | |||
| 23. F207030 Retail Sale of Cleaning Supplies | |||
| 24. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to | The scope of business of the Company shall be as follows: | ||
| 1. E604010 Machinery Installation | |||
| 2. EZ03010 Furnace Installation | |||
| 3. E603110 Cold Working Engineering | |||
| 4. EZ15010 Heating and Cooling Maintenance Engineering | |||
| 5. EZ99990 Other Engineering | |||
| 6. A102080 Horticultural Service | |||
| 7. EZ05010 Instrument and Meter Installation Engineering | |||
| 8. E603050 Automatic Control Equipment Engineering | |||
| 9. EZ02010 Crane and Hoist Installation Engineering | |||
| 10. F113010 Wholesale of Machinery | |||
| 11. F113100 Wholesale of Pollution Controlling Equipment | |||
| 12. E603100 Electric Welding Engineering | |||
| 13. E603120 Sand Blasting Engineering | |||
| 14. E401010 Dredging Industry | |||
| 15. E402010 Sandstone, Silt Sea Throwing | |||
| 16. E901010 Painting Engineering | |||
| 17. E903010 Anti-Corrosion and Anti-Rust Engineering | |||
| 18. E502010 Fuel Catheter Installation Engineering | |||
| 19. F120010 Wholesale of Refractory Materials | |||
| 20. F206010 Retail Sale of Hardware | |||
| 21. F207010 Retail Sale of Paints, Coating and Varnishes | |||
| 22. F207030 Retail Sale of Cleaning Supplies | |||
| 23. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to | 1. Deletion of certain business items to reflect the actual status of registration | ||
| 2. Adjustment to the numbering of business items |
49
50
| | except those that are subject to special approval.
25. E601010 Electric Appliance-Construction
26. IG03010 Energy Technical Services
27. F213010 Retail Sale of Electrical Appliances
28. E601020 Electric Appliance-Installation
29. I199990 Other Consulting Service
30. JE01010 Rental and Leasing
31. F115020 Wholesale of Ores
32. F212030 Retail Sale of Coal
33. E701010 Telecommunications Engineering
34. D401010 Thermal Energy Supply
35. E602011 Refrigeration and Air-Conditioning Engineering
36. B101010 Coal Mining
37. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
38. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
39. CE01010 General Instrument Manufacturing
40. E603010 Cable Installation Engineering
41. E603040 Fire Safety Equipment Installation Engineering
42. E603080 Traffic Signs Installation Engineering
43. E603090 Lighting Equipment Construction
44. E603130 Gas Water Heater Contractors
45. E701020 Satellite Television KU Channels and Channel C Equipment Installation
46. E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
47. E701040 Simple | special approval.
24. IG03010 Energy Technical Services
25. F213010 Retail Sale of Electrical Appliances
26. I199990 Other Consulting Service
27. JE01010 Rental and Leasing
28. F115020 Wholesale of Ores
29. F212030 Retail Sale of Coal
30. E701010 Telecommunications Engineering
31. D401010 Thermal Energy Supply
32. B101010 Coal Mining
33. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
34. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
35. CE01010 General Instrument Manufacturing
36. E603010 Cable Installation Engineering
37. E603040 Fire Safety Equipment Installation Engineering
38. E603080 Traffic Signs Installation Engineering
39. E603090 Lighting Equipment Construction
40. E603130 Gas Water Heater Contractors
41. E701020 Satellite Television KU Channels and Channel C Equipment Installation
42. E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
43. E701040 Simple Telecommunications Equipment Installation
44. EZ06010 Traffic Marking Engineering
45. F401010 International Trade
46. E605010 Computer Equipment Installation |
| --- | --- | --- |
| | Telecommunications Equipment Installation
48. EZ06010 Traffic Marking Engineering
49. F401010 International Trade
50. E605010 Computer Equipment Installation
51. I301010 Information Software Services
52. I301020 Data Processing Services
53. I301030 Electronic Information Supply Services
54. IZ12010 Manpower Dispatched
55. F113110 Wholesale of Batteries
56. E501011 Tap Water Pipelines Contractors
57. IZ99990 Other Industrial and Commercial Services
58. J101030 Waste Disposal
59. J101040 Waste Treatment
60. J101060 Wastewater (Sewage) Treatment
61. A101020 Growing of Crops
62. A101050 Growing of Flowers
63. A301030 Aquaculture | 47. I301010 Information Software Services
48. I301020 Data Processing Services
49. I301030 Electronic Information Supply Services
50. IZ12010 Manpower Dispatching
51. F113110 Wholesale of Batteries
52. E501011 Tap Water Pipelines Contractors
53. IZ99990 Other Industrial and Commercial Services
54. J101030 Waste Disposal
55. J101040 Waste Treatment
56. J101060 Wastewater (Sewage) Treatment
57. A101020 Growing of Crops
58. A101050 Growing of Flowers
59. A301030 Aquaculture | |
| --- | --- | --- | --- |
| Article 5 | The total authorized capital of the Company shall be NT$4,000,000,000, divided into 400,000,000 shares at a par value of NT$10 per share. The unissued shares are authorized to be issued by the Board of Directors in installments. | The total authorized capital of the Company shall be NT$8,000,000,000, divided into 800,000,000 shares at a par value of NT$10 per share. The unissued shares are authorized to be issued by the Board of Directors in installments. | |
| Article 26 | These Articles of Incorporation were established on April 24, 2007.
The first Amendment was made on July 6, 2009.
The second Amendment was made on August 4, 2009.
The third Amendment was made on January 7, 2011.
The fourth Amendment was made on April 8, 2011.
The fifth Amendment was made on June 28, 2011.
The sixth Amendment was made on August 10, 2011.
The seventh Amendment was made on March 20, 2013.
The eighth Amendment was made on June | These Articles of Incorporation were established on April 24, 2007.
The first Amendment was made on July 6, 2009.
The second Amendment was made on August 4, 2009.
The third Amendment was made on January 7, 2011.
The fourth Amendment was made on April 8, 2011.
The fifth Amendment was made on June 28, 2011.
The sixth Amendment was made on August 10, 2011. | Add the date of amendment |
51
| | 25, 2013.
The ninth Amendment was made on December 10, 2013.
The tenth Amendment was made on May 7, 2015.
The eleventh Amendment was made on June 28, 2016.
The twelfth Amendment was made on November 25, 2019.
The thirteenth Amendment was made on June 11, 2020.
The fourteenth Amendment was made on November 10, 2020.
The fifteenth Amendment was made on June 15, 2022.
The sixteenth Amendment was made on May 27, 2025. | 25, 2013.
The ninth Amendment was made on December 10, 2013.
The tenth Amendment was made on May 7, 2015.
The eleventh Amendment was made on June 28, 2016.
The twelfth Amendment was made on November 25, 2019.
The thirteenth Amendment was made on June 11, 2020.
The fourteenth Amendment was made on November 10, 2020.
The fifteenth Amendment was made on May 27, 2025.
The sixteenth Amendment was made on June 15, 2022.
The sixteenth Amendment was made on May 27, 2025. |
| --- | --- | --- |
52
[Attachment 8]
Explanatory Notes for the Private Placement of Common Shares Through Cash Capital Increase
I. Basis and reasonableness of the private placement pricing:
- The reference price for this private placement shall be determined based on the higher of the following two calculations:
(1) The simple arithmetic average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
(2) The simple arithmetic average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
- Pricing of this private placement:
The private placement price shall not be lower than 80% of the reference price, and shall not be lower than the net worth per share shown on the financial statements audited and certified or reviewed by a CPA for the period closest to the price determination date.
-
It is proposed that the shareholders' meeting authorize the Board of Directors to determine the actual price determination date and actual private placement price based on the status of negotiations with specific persons in the future, provided that the private placement price shall not be lower than the discount percentage resolved by the shareholders' meeting.
-
The reference price for this private placement is determined in accordance with the "Directions for Public Companies Conducting Private Placements of Securities". If, in the future, the trading price of the Company's common shares on the centralized securities exchange market is low, causing the reference price for this private placement of common shares to be lower than par value, the pricing would still be considered reasonable, as it is determined in accordance with current laws and regulations and reflects market price conditions. If this results in an increase in the Company's accumulated losses and affects shareholders' equity, whether to conduct a capital reduction to cover losses will be discussed by shareholders at a future annual shareholders' meeting based on the annual operating results.
II. Method for selecting the specific persons:
- The subscribers of this private placement of common shares shall be limited to specific persons who comply with Article 43-6 of the Securities and Exchange Act
53
and the requirements under the Order of the Financial Supervisory Commission dated September 12, 2023, Ref. No. Jin-Guan-Zheng-Fa-Zi No. 1120383220.
-
Method for selecting the specific persons: The Chairman is authorized to select specific persons who comply with the requirements of the competent authority, with primary consideration given to those who may directly or indirectly benefit the Company's future operations.
-
If any place is a strategic investor, the method and objectives of selecting the place, the necessity for that selection, and the anticipated benefits are as follows:
(1) Method and objectives of selection: The place will be selected based on their ability to provide the management and financial resources required for the Company's operations, offer operational management expertise, strengthen financial cost management, and assist in business development and expansion, thereby enhancing the Company's competitive advantages.
(2) Necessity and anticipated benefits: The introduction of strategic investors may assist the Company in expanding its operating scale and accelerating the development of product items and market channels, effectively enhancing shareholders' equity and contributing to the Company's stable growth.
- No strategic investor has been identified at present.
III. Reasons for the necessity of conducting the private placement:
- Reasons for not using a public offering:
A private placement of securities can effectively reduce funding costs and ensure fundraising efficiency. In addition, the restriction that such securities may not be freely transferred within three years can ensure a long-term cooperative relationship between the Company and investors. Therefore, the Company proposes to raise funds through private placement.
- Limit on the private placement: The Company proposes to privately place up to 93,750 thousand shares, in one or multiple closings within one year from the date of the resolution of the shareholders' meeting.
54
- Anticipated number of closings, use of the funds for each closing of the private placement, and anticipated benefits for each closing:
| Anticipated number of closings | Anticipated number of shares to be privately placed | Use of the funds raised by the private placement | Anticipated benefits |
|---|---|---|---|
| First closing | 46,875 thousand shares | To strengthen working capital, improve the financial structure, or support funding needs for business expansion. | To strengthen the financial structure, reduce financial costs, and avoid an increase in the debt ratio, which will have a positive effect on shareholders’ equity. |
| Second closing | 46,875 thousand shares | To strengthen working capital, improve the financial structure, or support funding needs for business expansion. | To strengthen the financial structure, reduce financial costs, and avoid an increase in the debt ratio, which will have a positive effect on shareholders’ equity. |
| For the anticipated number of shares to be privately placed in the first and second closings above, when each closing is actually conducted, all or part of the shares not previously issued and/or the shares expected to be issued in subsequent closings may be issued together, provided that the total number of shares issued shall not exceed 93,750 thousand shares. |
[Attachment 9]
Shinfox Energy Co., Ltd.
List of Directors (Independent Director) Candidates
I. List of director candidates
| Name | Gender | Education | Experience | Current position | Number of shares held (shares) | Name of the government agency or juristic person represented |
|---|---|---|---|---|---|---|
| Tai-Ciang Guo | Male | University graduate | 1. Chairman, Cheng Uei Precision Industry Co., Ltd | |||
| 2. Chairman, FIT Holding Co., Ltd. | ||||||
| 3. Chairman, Shinfox Energy Co., Ltd. | ||||||
| 4. Chairman, Power Quotient International Co., Ltd. | ||||||
| 5. Chairman, Glory Science Co., Ltd. | ||||||
| 6. Chairman, Foxlink Image Technology Co., Ltd. | ||||||
| 7. Chairman, Central Pictures Corporation | 1. Chairman, Cheng Uei Precision Industry Co., Ltd | |||||
| 2. Chairman, FIT Holding Co., Ltd. | ||||||
| 3. Chairman, Shinfox Energy Co., Ltd. | ||||||
| 4. Chairman, Power Quotient International Co., Ltd. | ||||||
| 5. Chairman, Glory Science Co., Ltd. | ||||||
| 6. Chairman, Foxlink Image Technology Co., Ltd. | ||||||
| 7. Chairman, Central Pictures Corporation | 102,951,145 | POWER QUOTIENT INTERNATIONAL CO., LTD | ||||
| Kun-Huang Lin | Male | University graduate | 1. Special Assistant of the Chairman's office, Cheng Uei Precision Industry Co., Ltd. | |||
| 2. Director, FIT Holding Co., Ltd. | ||||||
| 3. Director, Shinfox Energy Co., Ltd. | 1. Special Assistant of the Chairman's office, Cheng Uei Precision Industry Co., Ltd. | |||||
| 2. Director, FIT Holding Co., Ltd. | 102,951,145 | POWER QUOTIENT INTERNATIONAL CO., LTD |
| Li-Chen Lin | Female | Master’s degree | 1. Chairman, LEADSUN GREENTECH CORPORATION
2. Founder, LCH TransAsia Law Office
3. Chairman, Li Shen International Development Co., Ltd.
4. Chairman, Liwei Wind and Solar Energy Co., Ltd. | 1. Chairman, LEADSUN GREENTECH CORPORATION
2. Founder, LCH TransAsia Law Office
3. Chairman, Li Shen International Development Co., Ltd.
4. Chairman, Liwei Wind and Solar Energy Co., Ltd. | 102,951,145 | POWER QUOTIENT INTERNATIONAL CO., LTD |
| --- | --- | --- | --- | --- | --- | --- |
| Chia-Jui Ou | Male | Ph.D. | 1.Chairman, CPC Corporation, Taiwan
2.Director General, Bureau of Energy, Ministry of Economic Affairs
3.President, Da-Yeh University
4.Chairman, Taiwan Wind Energy Association
5.Independent Director, Chang Wah Technology Co., Ltd.
6.Chairman, Chinese Renewable Energy Sustainable Development Association | 1.Director, Xunxu Technology Co., Ltd.
2.Independent Director, Yulon Motor Co., Ltd.
3.Independent Director, Formosa Chemicals & Fibre Corporation
4.Independent Director, Dapeng Technology Co., Ltd.
5.Chairman, Taiwan Electric Power Industry Association
6.Chairman, Industrial Technology Development Association of the Republic of China
7.Independent Director, EVA Airways Corporation | 0 | - |
57
II. List of independent director candidates
| Name | Gender | Education | Experience | Current position | Number of shares held (shares) | Whether the candidate has served as an independent director for three consecutive terms |
|---|---|---|---|---|---|---|
| Chong-Xiong Weng | Male | Ph.D. | 1. Associate Dean, School of Management, National Taiwan University | |||
| 2. Professor, Department of Information Management, National Taiwan University | ||||||
| 3. Adjunct Professor, Department of Information Management, School of Management, National Taiwan University | ||||||
| 4. Director, eCloudvalley Digital Technology Co., Ltd. | ||||||
| 5. Independent Director, Study King Co., Ltd. | ||||||
| 6. Independent Director, Hwacom Systems Inc. | 1. Adjunct Professor, Department of Information Management, School of Management, National Taiwan University | |||||
| 2. Director, eCloudvalley Digital Technology Co., Ltd. | ||||||
| 3. Independent Director, Hwacom Systems Inc. | 0 | No | ||||
| Hong-Sheng Liu | Male | Ph.D. | 1. Professor and Chair, Department of Public Policy and Management, I-Shou University | |||
| 2. Professor, Department of Public Policy and Management, Shih Hsin University | 1. Professor, Department of Public Policy and Management, Shih Hsin University | |||||
| 2. Director, Bank of Kaohsiung Co., Ltd. | ||||||
| 3. Director, Yeou Yih Steel Co., Ltd. | 0 | No |
58
| Yan-Yi Chang | Male | Ph.D. | 1. Associate professor, Department of Public Administration, Chung Hua University
2. Chairman, The Chinese Association of National Competitiveness | Associate professor, Center for Continuing Education, National Tsing Hua University | 0 | No |
| --- | --- | --- | --- | --- | --- | --- |
59
[Attachment 10]
Shinfox Energy Co., Ltd.
Positions Concurrently Held by the Directors (Independent Director)
Candidates in Other Companies
| Name of director (independent director) candidate | Concurrent company and position | Items of competitive activities permitted | Period for which engagement in competitive activities is permitted |
|---|---|---|---|
| Power Quotient International Co., Ltd. | |||
| Representative: Tai-Ciang Guo | Chairman, Foxconn Interconnect Technology Limited | ||
| Chairman, Yongwei Investment Holding Co., Ltd. | |||
| Chairman, Adata Technology Co., Ltd. | |||
| Chairman, Weikeng Industrial Co., Ltd. | |||
| Chairman, Luminys Systems Corp. | |||
| Chairman, Xunqiang Communication Technology Co., Ltd. | |||
| Chairman, Dawei Precision Industry Co., Ltd. | |||
| Chairman, Jing Shi Technology Co., Ltd. | |||
| Chairman, Shifeng Electric Power Co., Ltd. | |||
| Chairman, Central Motion Picture Corporation | |||
| Chairman, Central Motion Picture Studio Co., Ltd. | |||
| Chairman, CMPC Cultural and Creative Co., Ltd. | |||
| Chairman, CMPC Bade Co., Ltd. | |||
| Chairman, CMPC International Co., Ltd. | |||
| Chairman, Youde Wind Power Co., Ltd. | |||
| Chairman, Yuanshan Forest Natural Resources Co., Ltd. | |||
| Chairman, Zhongwei Energy Co., Ltd. | |||
| Chairman, Dachuan Dali Digital Audio & Video Co., Ltd. | |||
| Chairman, Fujilin International Investment Co., Ltd. | |||
| Chairman, Xinhong International Investment Co., Ltd. | |||
| Director, Central Motion Picture USA Corporation | |||
| Director, Luminys Systems Corp. | |||
| Director, WELL BENEFIT LIMITED | |||
| Director, PILOT TIME LIMITED | |||
| Director, REMARKABLE FIRST LIMITED | Companies with the same or similar business scope as the Company | During the period in which the person serves as a director of the Company |
| Power Quotient International Co., Ltd. Representative: Kun-Huang Lin | Special Assistant, Foxlink Precision Industrial Co., Ltd. General Manager, Shinfox Energy Co., Ltd. Director, Yongwei Investment Holding Co., Ltd. Director, Well Shin Technology Co., Ltd. Director, Xunqiang Communication Technology Co., Ltd. Director, Darzhi Technology Co., Ltd. Director, Jing Shi Technology Co., Ltd. Chairman, Fengwei International Co., Ltd. Chairman, Foxwell Energy Corporation Ltd. Directors, SME Development Corporation Director, Central Motion Picture Corporation Director, CMPC Cultural and Creative Co., Ltd. Director, CMPC International Co., Ltd. Chairman, CMPC Management Consulting Co., Ltd. Director, Dachuan Dali Digital Audio & Video Co., Ltd. Chairman, Dachuan Xuanshow Creative Entertainment Co., Ltd. Chairman, Fresh Air Co., Ltd. Chairman, Foxwell International Investment Co., Ltd. Director, Fulin International Investment Co., Ltd. Director, Taifu International Investment Co., Ltd. Director, Fulian International Investment Co., Ltd. Director, Xinxin Natural Gas Co., Ltd. Chairman, Sunday Energy Storage Technology Co., Ltd. Director, Jingsheng Technology Co., Ltd. Directors, Jingjing Technology Co., Ltd. Directors, Shifeng Electric Power Co., Ltd. Directors, Full Power Electric Co., Ltd. Chairman, Zhangpin Wind Power Co., Ltd. Director, Smart Power System Co., Ltd. Directors, Youwei Supercomputing Co., Ltd. Directors, Taibikang Communication Technology Co., Ltd. Directors, Taiwan Fulin Investment Co., Ltd. Directors, Donghong Green Energy Environmental Technology Co., Ltd. Director, ASHOP CO., LTD. Directors, Zhongwei Energy Co., Ltd. Accounting Supervisor, Yixin Huashide Technology Co., | Companies with the same or similar business scope as the Company | During the period in which the person serves as a director of the Company |
|---|---|---|---|
61
62
| | Ltd.
Director, Jing Shi Hong Kong Limited
Legal Representative, Kunshan Jiuwei Information Technology Co., Ltd.
General Manager, Fujilin Industrial (Tianjin) Co., Ltd.
General Manager, Fushiwan Electric Energy (Tianjin) Co., Ltd.
Vice Chairman, Fugang Electronics (Dongguan) Co., Ltd.
Director / General Manager, Fushineng Electronics (Kunshan) Co., Ltd.
Legal Representative / General Manager, Dongguan Fuqiang Electronics Co., Ltd.
Chairman, Glory Optoelectronics (Suzhou) Co., Ltd.
Chairman, Yaowei Optoelectronics (Yancheng) Co., Ltd.
Chairman, Glory Optics (Yancheng) Co., Ltd.
Chairman, Yancheng Yaowei Technology Co., Ltd.
Legal Representative / Director / General Manager, Fugang Electronics (Ma'anshan) Co., Ltd.
Legal Representative / Director / General Manager, Fuqiang Electronics (Ma'anshan) Co., Ltd.
Legal Representative, Dongguan Fuwei Electronics Co., Ltd.
Legal Representative / Director, Kunshan Fugang Electronics Trading Co., Ltd.
Legal Representative, Kunshan Fugang Investment Co., Ltd.
Chairman, Dongguan Fuzhang Precision Industry Co., Ltd.
Chairman, Weihai Fukang Electronics Co., Ltd.
Chairman, Dongguan Hanyang Computer Co., Ltd.
Director, ADATA Technology (Yancheng) Co., Ltd.
Chairman, Shanghai Fugang Electronics Trading Co., Ltd.
Director, Sharetronic Data Technology Co., Ltd.
Chairman, Taiwan Baowei Marine Engineering Co., Ltd.
Chairman, Top Innovation Technology Co., Ltd.
Chairman, Dongguan Benrun Robotics Technology Co., Ltd.
General Manager, Fushixiang Electronics (Kunshan) Co., Ltd.
Chairman, Shinfox Far East Company Pte. Ltd. | | |
| --- | --- | --- | --- |
| | Chairman, SFE HERCULES COMPANY CORPORATION
Chairman, SFE Developer Company Corporation
Legal Representative, FOX NAM ENERGY CO., LTD
Director, CU INTERNATIONAL LTD.
Director, CULINK INTERNATIONAL LTD.
Director, NEW START INDUSTRIES LTD.
Director, BENEFIT RIGHT LTD.
Director, FOXLINK TECHNOLOGY LIMITED
Director, GLORY TEK (BVI) CO., LTD.
Director, GLORY OPTICS (BVI) CO., LTD.
Director, GLORY TEK (SAMOA) CO., LTD.
Director, POWER CHANNEL LIMITED
Director, FOXLINK TECHNICAL INDIA PRIVATE LIMITED
Director, FOXLINK INDIA ELECTRIC PRIVATE LIMITED
Director, SINOBEST BROTHERS LIMITED
Director, FOXLINK MYANMAR COMPANY LIMITED
Director, GLORYTEK SCIENCE INDIA PRIVATE LIMITED
Director, Hong Kong Huashide Circuit Technology Co., Ltd.
Director, VALUE SUCCESS LTD.
Director, CAPITAL GUARDIAN LTD.
Director, ACCU IMAGE TECHNOLOGY LIMITED
Director, Dahua Technology USA Inc.
Director, FOXLINK DA NANG TECHNOLOGY COMPANY LIMITED
Director, Luminys Systems Corp.
Director, MICROLINK DA NANG COMMUNICATIONS COMPANY LIMITED
Director, TEGNA ELECTRONICS PRIVATE LIMITED
Director, VALUE SUCCESS LIMITED
Director / Legal Representative / General Manager, FOXLINK DA NANG ELECTRONICS CO., LTD. | | |
| --- | --- | --- | --- |
| Power Quotient International Co., Ltd.
Representative: Li- | LCH TransAsia Law Office
Representative of general partner, Li Shen Intelligent Link Limited Partnership
Chairman, Li Shen International Development Co., Ltd. | Companies with the same or similar business | During the period in which the person serves as a |
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| Chen Lin | Chairman, Chih Tai Investment Co., Ltd. Chairman, Litien Energy Co., Ltd. Chairman, Liwei Wind and Solar Energy Co., Ltd. Chairman, Changyuan Wind Power Co., Ltd. Chairman, Beiyuan Wind Power Co., Ltd. Chairman, Xingwei Power Generation Co., Ltd. Chairman, LEADSUN GREENTECH CORPORATION Chairman, Liwei Renewable Energy Co., Ltd. Chairman, Siangin Sustainability Co., Ltd. Chairman, Siangin Green Energy Co., Ltd. Chairman, LeadSun Sihsin Co., Ltd. Chairman, Li Shen Asset Co., Ltd. Chairman, Guang Jing Technology Co., Ltd. Chairman, Jhen Dou International Co., Ltd. Chairman, LeadSun Liufu Co., Ltd. Chairman, LeadSun Liuhe Power Co., Ltd. Chairman, LeadSun Qihai Power Co., Ltd. Chairman, Litai Energy Co., Ltd. Chairman, Summer Solstice Energy Co., Ltd. Chairman, Lili Energy Co., Ltd. Chairman, Ridun Green Energy Co., Ltd. Chairman, Fuyu Biotech Co., Ltd. Chairman, Liben Fangyuan Photovoltaic Co., Ltd. Chairman, Xinxin Sustainable Energy Co., Ltd. Chairman, Meixin Photovoltaic Co., Ltd. Chairman, Lianxin Energy Co., Ltd. Director, LeadSun Investment & Asset Management Limited Director, LeadSun Holding Corp. Director, LeadSun WINION Limited Director, LeadSun KCIS Limited Director, Grateful Fortune Limited Director, Central Pictures Corporation Director, Taipei City Hsin Hua Charity Foundation Independent director, YANKEY ENGINEERING Co., Ltd. Independent director, GIGA-BYTE Technology Co., Ltd. Supervisor, Cyan Capital Co., Ltd. | scope as the Company | director of the Company |
|---|---|---|---|
| Chia-Jui Ou | Director, Xunxu Technology Co., Ltd. | Companies | During the |
| Company |
| Independent Director, Yulon Motor Co., Ltd. Independent Director, Formosa Chemicals & Fibre Corporation Independent Director, Dapeng Technology Co., Ltd. Independent Director, EVA Airways Corporation | with the same or similar business scope as the Company | period in which the person serves as a director of the Company | |
|---|---|---|---|
| Chong-Xiong Weng | Adjunct Professor, Department of Information Management, School of Management, National Taiwan University Director, eCloudvalley Digital Technology Co., Ltd. Independent director, Hwacom Systems Inc. | Companies with the same or similar business scope as the Company | During the period in which the person serves as a director of the Company |
| Hong-Sheng Liu | Professor, Department of Public Policy and Management, Shih Hsin University Director, Bank of Kaohsiung Co., Ltd. Director, Yeou Yih Steel Co., Ltd. | Companies with the same or similar business scope as the Company | During the period in which the person serves as a director of the Company |
| Yan-Yi Chang | Associate professor, Center for Continuing Education, National Tsing Hua University | Companies with the same or similar business scope as the Company | During the period in which the person serves as a director of the Company |
[Appendix I]
Shinfox Energy Co., Ltd.
Articles of Incorporation
Chapter I General Provisions
Article 1 The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be 森崴能源股份有限公司 in Chinese language, and SHINFOX ENERGY CO., LTD. in the English language.
Article 2 The scope of business of the Company shall be as follows:
- E604010 Machinery Installation
- E599010 Piping Engineering
- EZ03010 Furnace Installation
- E603110 Cold Work Engineering
- EZ15010 Warming and Cooling Maintenance Construction
- EZ99990 Other Engineering
- A102080 Horticultural Service
- EZ05010 Instrument and Meter Installation Engineering
- E603050 Automatic Control Equipment Engineering
- EZ02010 Crane and Hoist Services Engineering
- F113010 Wholesale of Machinery
- F113100 Wholesale of Pollution Controlling Equipment
- E603100 Electric Welding Engineering
- E603120 Sand Blasting Engineering
- E401010 Dredging Industry
- E402010 Sandstone, Silt Sea Throwing
- E901010 Painting Engineering
- E903010 Anti-Corrosion and Anti-Rust Engineering
- E502010 Fuel Catheter Installation Engineering
- F120010 Wholesale of Refractory Materials
- F206010 Retail Sale of Hardware
- F207010 Retail Sale of Paints, Coating and Varnishes
- F207030 Retail Sale of Cleaning Supplies
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
- E601010 Electric Appliance Construction
- IG03010 Energy Technical Services
- F213010 Retail Sale of Electrical Appliances
- E601020 Electric Appliance Installation
- I199990 Other Consulting Service
- JE01010 Rental and Leasing
- F115020 Wholesale of Ores
- F212030 Retail Sale of Coal
- E701010 Telecommunications Engineering
- D401010 Thermal Energy Supply
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- E602011 Refrigeration and Air Conditioning Engineering
- B101010 Coal Mining
- CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
- CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
- CE01010 General Instrument Manufacturing
- E603010 Cable Installation Engineering
- E603040 Fire Safety Equipment Installation Engineering
- E603080 Traffic Signs Installation Engineering
- E603090 Lighting Equipment Construction
- E603130 Gas Water Heater Contractors
- E701020 Satellite Television KU Channels and Channel C Equipment Installation
- E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
- E701040 Simple Telecommunications Equipment Installation
- EZ06010 Traffic Marking Engineering
- F401010 International Trade
- E605010 Computer Equipment Installation
- I301010 Information Software Services
- I301020 Data Processing Services
- I301030 Electronic Information Supply Services
- IZ12010 Manpower Dispatched
- F113110 Wholesale of Batteries
- E501011 Tap Water Pipelines Contractors
- IZ99990 Other Industrial and Commercial Services
- J101030 Waste Disposing
- J101040 Waste Treatment
- J101060 Wastewater (Sewage) Treatment
- A101020 Growing of Crops
- A101050 Growing of Flowers
- A301030 Aquaculture
Article 3 The Company has its head office in New Taipei City. If necessary, the Company may set up domestic or foreign branches by the resolution of the Board of Directors.
Article 4 Public announcements of the Company shall be made in accordance with the Article 28 of the Company Act.
Chapter II Capital Stock
Article 5 The total capital stock of the Company shall be in the amount of 4,000,000,000 New Taiwan Dollars, divided into 400,000,000 shares, at ten New Taiwan Dollars each. The unissued shares are authorized to be issued by the Board of Directors in installments.
Article 5-1 The Company may issue employee stock warrants, transfer treasury stock to employees, issue new shares with a certain percentage of shares reserved by law for subscription by employees, and issue new restricted employee shares to employees who
meet certain requirements for the parent or subsidiary of the Company. These requirements and the method of subscription are authorized to be determined by the Board of Directors.
Article 6 If the Company issues employee stock warrants at a price less than the net value per share or market price of the most recent audited financial statements, the issuance shall be adopted by a large majority representing two thirds of the votes at a shareholders' meeting attended by shareholders representing a majority of the total number of issued shares.
Article 7 The share certificates of the Company shall all be name-bearing share certificates, and the share certificates shall be affixed with the signatures or personal seals of the director representing the company, shall be duly certified or authenticated under the laws before issuance. The Company may be exempted from printing any share certificate for the shares issued and shall register the issued shares with a centralized securities depository enterprise.
Article 8 The registration of transfer of shares of the Company shall not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Chapter III Shareholders' Meeting
Article 9 Shareholders' meetings of the Company are of two types, namely: (1) regular meetings and (2) special meetings. Regular meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China.
The Company may convene a shareholders' meeting by means of visual communication network or other methods promulgated by the central competent authority.
The Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters when holding a virtual shareholders' meeting.
Article 10 The shareholders' meeting shall be presided over by the Chairman of the Board of Directors of the Company. In case the Chairman of the Board of Directors is on leave or unable to exercise his/her functional duties for any reason, a director shall be designated to act in his/her behalf; and if no representative is so designated, the representative shall be elected by the directors from among themselves.
Article 11 If a shareholder is unable to attend a shareholders' meeting for any reason, the shareholder may appoint a proxy to attend the meeting with the shareholder's signature or seal on a proxy form issued by the Company stating the scope of power authorized to the proxy. In addition to the regulations stipulated in the preceding paragraph, the Company shall comply with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.
The Company shall include electronic means as one of the methods of exercising shareholders' voting rights, the method of exercising the voting right shall be specified in the notice of convening the shareholders' meeting.
Article 12 A shareholder shall be entitled to one vote for each share held, except when the shares
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are restricted shares or are deemed non-voting shares under the Company Act.
Article 13 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 14 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the shareholders' meeting and shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be effected by means of electronic transmission. The Company may distribute the meeting minutes by means of a public announcement.
Chapter IV Directors and Audit Committees
Article 15 The Company shall have five to nine Directors. The term of office for Directors shall be three (3) years, and all Directors shall be eligible for re-election.
Directors shall be elected by adopting candidates nomination system, the shareholders shall elect the Directors from among the nominees listed in the roster of director candidates. The aforesaid Board of Directors must have at least three independent directors. The professional qualifications, shareholdings, limits on concurrent service, nomination and election of independent directors and other matters to be followed shall be in accordance with the relevant regulations of the competent authority.
The Company adopts a cumulative voting system for the election of directors. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.
The Company may set up other functional committees, the organizational regulations of which shall be established by the Board of Directors.
The Company has set up the audit committee. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The Audit Committee and members of the Audit Committee are responsible for executing the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act and other laws and regulations.
Article 16 The Board of Directors is organized by the Directors. The Directors shall elect from among themselves a Chairman of the Board of Directors, by a majority in a meeting attended by over two-thirds of the Directors. The Chairman of the Board represents the Company externally.
Article 17 Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. Unless otherwise provided in the Company Act, the chairman of the board of directors shall convene a meeting of the board of directors. The reasons for calling a board of directors meeting shall be notified to each director and supervisor at least seven days in advance. However, in the event of an emergency, the
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meeting may be convened at any time.
The notice set forth in the preceding paragraph may be effected by means of electronic transmission.
Article 18 The Chairman of the Board shall preside at the Board Meetings. When Chairman is on leave of absence, or cannot exercise its job for any cause, agency of his/her job shall be handled in accordance with the Article 208 of the Company Act.
Article 19 The Chairman and Directors of the Company may be compensated on a monthly basis based on their performance and value of contribution to the Company's operations as well as the ordinary standards of the competitors' compensation. The Board of Directors is authorized to determine the amount of such compensation.
Article 20 Directors shall attend the board meeting in person. When a Director is unable to attend a board meeting, he/she may authorize another Director to attend on his/her behalf by issuing a power of attorney in the latter's favor specifying the business to be conducted thereat and the scope of the authority to be granted. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.
In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 20-1 The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship. The Company shall report the insured amount and other matters of the directors liability insurance at the most recent board meeting.
Chapter V Managers
Article 21 The Company may have the managers. Its appointment, discharge and remuneration shall be handled in accordance with the provision of Article 29 of the Company Act.
Chapter VI Accounting
Article 22 After the end of each fiscal year, the Company's Board of Directors shall prepare and submit the following reports to the Annual General Meeting of Shareholders for approval according to the legal procedures.
(1) Business report. (2) Financial statements. (3) Proposals for allocation of surplus profits or making up loss.
Article 23 When the Company has a surplus, it shall set aside at least 6% as employee compensation, of which no less than 2% of the profit shall be allocated specifically to grassroots-level employees. The employee compensation shall be distributed in shares or cash as resolved by the Board of Directors. Qualification requirements of employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements. In addition, the Company may set aside no more than 3% of the above-mentioned profit as director remuneration as resolved by the Board of Directors. The employee compensation and director remuneration shall be submitted to the annual general meeting of shareholders. However, if the Company still has accumulated losses, the Company shall reserve the amount to offset the losses in advance, and then set aside the employee compensation and director remuneration based on the aforementioned proportions.
Article 23-1 If the Company has a surplus as evidenced by the year-end accounting results, it shall
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pay taxes and make up for losses in accordance with the law and set aside 10% as a legal reserve, except when the legal reserve has reached the Company's total paid-in capital. In addition, after setting aside or reversing the special reserve in accordance with the relevant laws and regulations, for the distributable earnings, including the undistributed earnings at the beginning of the period, the Board of Directors shall prepare an earnings distribution proposal and submit it to the shareholders' meeting for resolution.
Article 23-2 The Company's dividend policy is based on the Company's profitability, future operational development and protection of shareholders' rights and interests, etc. Dividends shall be paid in accordance with the provisions of the Articles of Incorporation. The Board of Directors shall propose the distribution of earnings, based on the Company's capital, financial structure, operating conditions and earnings at the time. Dividends shall be no less than 10% of the current year's after-tax earnings as dividends to shareholders by way of stock dividends or cash dividends. The shareholders' meeting shall resolve the dividend distribution proposal with a view to maintaining a balanced and stable dividend policy. However, cash dividends shall not be less than 10% of the total dividends.
Chapter VII Miscellaneous
Article 24 The Company may, for business purposes, provide guarantees and invest in other businesses, and the amount of the Company's investments shall not be subject to the limit of 40% of the paid-in capital under Article 13 of the Company Act.
Article 25 Any matter not provided for by these Articles shall be subject to the provisions of the Company Act.
Article 26 These Articles of Incorporation were established on April 24, 2007.
The first Amendment was made on July 6, 2009.
The second Amendment was made on August 4, 2009.
The third Amendment was made on January 7, 2011.
The fourth Amendment was made on April 8, 2011.
The fifth Amendment was made on June 28, 2011.
The sixth Amendment was made on August 10, 2011.
The seventh Amendment was made on March 20, 2013.
The eighth Amendment was made on June 25, 2013.
The ninth Amendment was made on December 10, 2013.
The tenth Amendment was made on May 7, 2015.
The eleventh Amendment was made on June 28, 2016.
The twelfth Amendment was made on November 25, 2019.
The thirteenth Amendment was made on June 11, 2020.
The fourteenth Amendment was made on November 10, 2020.
The fifteenth Amendment was made on June 15, 2022.
The sixteenth Amendment was made on May 27, 2025.
Shinfox Energy Co., Ltd.
Chairman: Tai-Ciang Guo
[Appendix II]
Shinfox Energy Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Article 1 The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law and regulation, shall be as provided in these Rules.
Article 2 The Company shall specify in its shareholders meeting notices the time and 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 prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders (or proxy) with an attendance book to sign, or attending shareholders (or proxy) may hand in a sign-in card in lieu of signing in.
The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 3 Attendance and voting at shareholders meetings shall be calculated based on numbers of shares.
Article 4 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.
Article 5 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the Chairman of the board. When the Chairman of the board is on leave or for any reason unable to exercise the powers 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 chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a managing director or a director serves as chair, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the Chairman of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 6 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. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
Article 7 The shareholders meeting shall be documented by audio or video and shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 8 The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Article 9 The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of
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issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. 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. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11 Before speaking, an attending shareholder or proxy must specify on a speaking slip the topic of the speech, shareholder account number or attendance card number, and account name. The order in which shareholders speak will be determined by the Chair.
An attending shareholder or proxy who has submitted a speaking slip but does not actually speak shall be deemed to have waived their right to speak. When the content of the speech does not correspond to the subject specified on the speaking slip, the actual spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
Article 12 Except with the consent of the chair, a shareholder (or proxy) may not speak more
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than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
Article 13 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
Article 14 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 15 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 number of votes with which they were elected, and the names of directors not elected and the number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year.
If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 16 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
Article 17 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
Article 18 When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of
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extraordinary motions and amendments to original proposals.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. However, if a shareholder does not object to the electronic voting result and does not abstain from voting, the electronic voting result shall be deemed to be approved if the Chairman has asked the shareholders present at the meeting and no objection is raised, with the same effect as a ballot vote.
Article 19 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 20 The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
Article 21 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.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 22 Any matters not covered by these Rules shall be handled in accordance with the relevant laws and regulations.
Article 23 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
These Rules were established on June 11, 2020.
The first Amendment was made on November 10, 2020.
The second Amendment was made on July 29, 2021.
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[Appendix III]
Rhinfox Energy Co., Ltd.
Rules for Director Elections
Article 1: Except as otherwise provided by laws and regulations or the Articles of Incorporation of the Company, the election of directors of the Company shall be conducted in accordance with these Rules.
Article 2: In the election of directors of the Company, each share shall have voting rights equal in number to the number of directors to be elected, and such voting rights may be concentrated on one candidate or distributed among several candidates.
Article 3: The election of directors, including independent directors, of the Company shall adopt the candidate nomination system. Shareholders shall elect directors from among the list of candidates according to the number of seats specified in the Articles of Incorporation.
Based on the results calculated through the electronic voting platform and ballots, candidates receiving ballots representing the highest numbers of voting rights shall be elected sequentially.
If two or more candidates receive the same number of voting rights, thus exceeding the specified number of seats, the matter shall be resolved in accordance with the relevant regulations.
Article 4: The election of independent directors and non-independent directors of the Company shall be conducted together in accordance with the relevant provisions of these Rules, and the voting rights shall be calculated separately for independent directors and non-independent directors. Those receiving ballots representing the highest numbers of voting rights shall be elected respectively.
Article 5: The Board of Directors shall prepare ballots according to attendance card numbers and specify the number of voting rights on the ballots. No ballots will be separately prepared for shareholders who exercise their voting rights electronically.
Article 6: When the election begins, the Chair shall appoint two vote-monitoring personnel and several vote-counting personnel to handle all relevant matters.
Article 7: The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote-monitoring personnel before voting.
Article 8: If a candidate is a shareholder, the voter shall fill in the candidate’s account name and shareholder account number in the “candidate” column of the ballot. If the candidate is not a shareholder, the voter shall fill in the candidate’s name and national identification number or passport number. However, if a government agency or juristic-person shareholder is the candidate, the name of such government agency or juristic person shall be entered in the account name column of the candidate on the ballot. The name of such government agency or juristic person and the name of its representative may also be entered. If there are multiple representatives, the names of the representatives shall be entered separately.
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Article 9: A ballot shall be invalid under any of the following circumstances:
I. The ballot is not the ballot prescribed in these Rules.
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The ballot is not completed in accordance with the preceding article, or other words, marks, or drawings are entered.
V. If the candidate entered is a shareholder, the account name or shareholder account number does not match the information recorded in the shareholders' register, or the account name is identical to that of another shareholder and no shareholder account number is entered for identification.
VI. If the candidate entered is not a shareholder, the name, national identification number or passport number is not entered, or the name, national identification number, or passport number cannot be verified or does not match after verification.
VII. Two or more candidates are entered on the same ballot.
VIII. The aggregate number of voting rights allocated exceeds the number of voting rights held by the voter.
Article 10: If the aggregate number of voting rights allocated is less than the number of voting rights held by the voter, the reduced number of voting rights shall be deemed to have been abstained.
Article 11: After voting is completed, the votes shall be counted publicly, and the election results shall be announced publicly by the Chair.
Article 12: Matters not provided for in these Rules shall be handled in accordance with the instructions of the Chair, unless otherwise expressly provided by the Company Act, the Securities and Exchange Act, other relevant laws and regulations, or the Articles of Incorporation of the Company.
Article 13: These Rules shall take effect upon approval by the shareholders' meeting. The same shall apply to any amendments thereto.
These Rules were adopted on June 11, 2020.
The first Amendment was made on November 10, 2020.
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[Appendix IV]
Shinfox Energy Co., Ltd.
Shareholdings of Directors
I. The Company's paid-in capital was NT$2,746,429,020, and the number of issued shares was 274,642,902 shares.
II. In accordance with Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by all directors is 12,000,000 shares.
III. Number of shares held by individual directors and all directors as recorded in the shareholders' register as of the book closure date (April 24, 2026):
Unit: Shares
| Title | Name | Number of shares held | Shareholding ratio |
|---|---|---|---|
| Chairman | Power Quotient International Co., Ltd. | ||
| Representative: Tai-Ciang Guo | 102,951,145 | 37.49% | |
| Director | Power Quotient International Co., Ltd. | ||
| Legal representative: Li-Chen Lin | 102,951,145 | 37.49% | |
| Director | Chia-Jui Ou | - | - |
| Independent Director | Chong-Xiong Weng | - | - |
| Independent Director | Wen-Shuai Liu | - | - |
| Independent Director | Shu-Fen Wang | - | - |
| Total shareholding of all directors | 102,951,145 | 37.49% |