AI assistant
Sitronix — AGM Information 2026
Apr 22, 2026
52706_rns_2026-04-22_1099614b-6da1-47da-8121-e5140b68704f.pdf
AGM Information
Open in viewerOpens in your device viewer
~~Meeting Agenda~~ (Translation) ~~Meeting Date: May 25~~ , 2026
==> picture [213 x 158] intentionally omitted <==
Table of Contents
| Chapter | 1 | Meeting Procedures································································ | Meeting Procedures································································ | 1 |
|---|---|---|---|---|
| Chapter | 2 | Meeting Agenda····································································· | 2 | |
| I. | Report Items··································································· | 3 | ||
| II. | Matters for Ratification··················································· | 5 | ||
| III. | Extemporary Motions······················································ | 6 | ||
| Chapter | 3 | Attachment | ||
| I. | 2025 Business Report······················································ | 7 | ||
| II. | 2025 Audit Committee's Review Report··························· | 10 | ||
| III. | Report on the Implementation of the Share Exchange | |||
| between the Company and its Subsidiary,mCore | 11 | |||
| Technology Corp.···························································· | ||||
| IV. | Independent Auditors' Report and 2025 Parent Company | |||
| Only Financial Statements··············································· | 12 | |||
| V. | Independent Auditors' Report and 2025 Consolidated | |||
| Financial Statements························································ | 21 | |||
| VI. | 2025 Profit Distribution Proposal····································· | 32 | ||
| Chapter | 4 | Appendix | ||
| I. | Articles of Incorporation·················································· | 33 | ||
| II. | Rules and Procedures of Shareholders' Meeting················ | 38 | ||
| III. | Shareholdings of All Directors········································· | 42 |
Sitronix Technology Corp.
2026 Annual Shareholders' Meeting Procedures
-
I. Call Meeting to Order
-
II. Chairman's Address
III. Report Items
-
IV. Matters for Ratification
-
V. Extemporary Motions
VI. Adjournment
1
Sitronix Technology Corp.
2026 Annual Shareholders' Meeting Agenda
Time: 9:00 a.m., May 25, 2026 (Monday)
Place: 2F., No.3, Taiyuan 1st Street, Zhubei City, Hsinchu County
(Banquet Hall, Tai Yuen Hi-Tech Industrial Park Phase III) Convening method: Physical meeting
-
I. Call Meeting to Order (Number of shares reported on attendance)
-
II. Chairman's Address
-
III. Report Items
-
(I.) 2025 Business Report
-
(II.) 2025 Audit Committee's Review Report
-
(III.) Report on the distribution of remuneration of employees and directors for 2025
-
(IV.) Report on cash dividends of profit distribution for 2025
-
(V.) Report on the Implementation of the Share Exchange between
the Company and its Subsidiary,mCore Technology Corp.
-
IV. Matters for Ratification
-
(I.) Recognition of 2025 Financial Statements and Business Report
-
(II.) Recognition of 2025 Profit Distribution Proposal
-
V. Extemporary Motions
-
VI. Adjournment
2
Report Items
I. 2025 Business Report
Explanation: 2025 Business Report. Please refer to Attachment I on page 7~9 of the handbook.
II. 2025 Audit Committee's Review Report
Explanation: 2025 Audit Committee's Review Report. Please refer to Attachment II on page 10 of the handbook.
III. Report on the distribution of remuneration for employees and directors for 2025
Explanation: In accordance with the provisions of the Company's Articles of Incorporation, the remuneration of NT$22,807,253 and NT$152,048,354 have been distributed to directors and employees in cash, respectively.
IV. Report on cash dividends of profit distribution for 2025
Explanation:
-
According to the Article of Incorporation, the Board of Directors was authorized to resolve specifically to distribute all or part of the dividends payable and bonus in cash, which was reported at the shareholders' meeting.
-
Allocate the shareholders dividends of NT$1,381,574,074 for the distribution in cash at NT$11.5 per share. The calculation method of "unconditional leaving out the number less than NT$1" was adopted for the distribution of cash dividends, and the total number of decimal fraction less than NT$1 shall be adjusted on the decimal number from big to small and the account number from front to back to accord with the total cash dividend distribution.
3
- V. Report on the Implementation of the Share Exchange between the Company and its Subsidiary, mCore Technology Corp.
Explanation: Report on the Implementation of the Share Exchange between the Company and its Subsidiary, mCore Technology Corp. Please refer to Attachment Ⅲ on page 11 of the handbook.
4
Matters for Ratification
- I. 2025 Financial Statements and Business Report is submitted for approval.
Proposed by the Board of Directors
Explanation:
-
(I.) The Board of Directors has delivered the Company's 2025 Parent Company Only Financial Statements and Consolidated Financial Statements, which have been audited and completed by CPA Ya-Yun Chang and Mei-Chen Tsai of the Deloitte & Touche Taipei, Taiwan Republic of China, together with the business report, to the Audit Committee for verification, and the audit report has been issued.
-
(II.) 2025 Business Report, please refer to Attachment I on page 7~9 of the handbook, Independent Auditors' Report and Financial Statements, please refer to Attachment IV and Ⅴ on page 12~31 of the handbook.
-
(III.) Please approve.
Resolution:
- II. 2025 Profit Distribution Proposal is submitted for approval.
Proposed by the Board of Directors
Explanation:
-
(I.) The 2025 Profit Distribution Proposal of the Company has been approved by the Board of Directors on March 5, 2026.
-
(II.) For the 2025 Profit Distribution Proposal, please refer to Attachment
Ⅵon page 32 of the handbook. -
(III.) Please approve.
Resolution:
5
Extemporary Motions
Adjournment
6
Attachment I
Sitronix Technology Corp. Business Report
I. Operating Performance in 2025
(I.) Implementation results of the business plan
Business performance in 2025
Despite the challenging environment, Sitronix Technology Corp. sustained its growth momentum during the year. Consolidated revenue for the full year reached NT$19 billion, representing a year-on-year (YoY) increase of 6.59%. Consolidated gross profit amounted to NT$5.82 billion. Net profit after tax totaled NT$2.22 billion, and earnings per share (EPS) after tax stood at NT$14.46.
Global economy and market competition in 2025
The global semiconductor industry faced multiple headwinds from geopolitical tensions and macroeconomic volatility. U.S. reciprocal tariff policies disrupted supply chain dynamics and demand–supply cycles, while rising gold prices led to increased raw material costs in assembly and testing. In addition, the appreciation of the New Taiwan Dollar against the U.S. Dollar placed further operational pressure on export-oriented IC design companies. In response to these external challenges, Sitronix (hereinafter referred to as “the Company”) maintained a prudent and steady management approach. Through flexible operational resource allocation and strategic execution, the Company mitigated the impact of external uncertainties.
The key operational focuses and achievements for the year are summarized as follows:
1.Realization of Product Strategy Benefits:
The Company’s long-term investment in its TDDI product line, featuring proprietary zero-capacitor technology, translated into tangible results in fiscal year 2025, with the Company successfully expanding its market share and becoming one of the major suppliers in this segment. Revenue from this product line grew significantly, not only establishing a new product growth cycle but also serving as a primary driver of overall revenue growth for the year. The Company will continue to optimize and broaden this product portfolio to address diverse application needs.
7
2.Optimization of Cost Structure:
In response to the impact of rising gold prices on the cost structure of the Gold Bump process, the Company has implemented alternative metallurgy solutions. These measures effectively controlled production costs, maintained pricing competitiveness, and safeguarded profitability, enabling the Company to remain resilient amid raw material price volatility.
3.Results of Strategic Reinvestment:
The Company’s subsidiary, Sync-Tech System Corp. (Stock Code: 7815), was successfully listed on the Emerging Stock Market in January 2025. The subsidiary specializes in cantilever probe card technology and is actively expanding into vertical probe card solutions. Its entry into the capital market is expected to enhance its operational independence and increase visibility within the semiconductor probe card industry, while also generating stable, long-term investment returns for the Company.
(II.)Profitability Analysis
| Profitability Analysis | Profitability Analysis | ||
|---|---|---|---|
| Year Items |
2025 (Note 2) | 2024 (Note 2) | |
| Return on Assets (%) | 10.21% | 11.97% | |
| Return on Equity (%) | 13.60% | 15.90% | |
| Ratio in Paid-in Capital (%) |
OperatingProfit | 176.80% | 207.25% |
| Income before Tax | 203.08% | 236.23% | |
| Net Profit Rate(%) | 11.70% | 13.75% | |
| Basic earningsper share(NT$) (Note 1) | 14.66 | 15.42 |
Note 1: Calculated by the weighted average number of shares outstanding in the current year.
Note 2: Consolidated financial information using IFRS.
(III.)The condition of research and development
To maximize the efficiency of R&D resource, the Company initiated an optimization of its R&D organizational structure during the year by establishing a Project Lead System. This initiative aims to strengthen the alignment between product development and market demand, as well as to shorten product development cycles.
Key R&D focuses for the year are outlined below:
8
1.Enhancement of Organizational Effectiveness:
Through greater organizational flexibility, the Company established a structured new product promotion process and strengthened its technical support framework to accelerate responsiveness to customer needs.
2.Process Optimization:
To support the market expansion of new products, the Company has established s standard operational workflows and strengthened its technical service capabilities.
3.Advancement of ASIC Technologies:
Through ongoing technical collaborations with tier-1 global customers, the Company continues to refine its ASIC design capabilities, further reinforcing its long-term technological foundation.
II. Future Outlook
The Company is committed to becoming a leading IC design house distinguished by both technological depth and market breadth. Its future development strategy will focus on enhancing organizational effectiveness and accelerating technology iteration. At the same time, the Company will continue to optimize its product portfolio and increase the proportion of diversified applications to mitigate the impact of industry cyclicality, thereby establishing a resilient and sustainable long-term profitability model and creating enduring value for shareholders.
In response to the normalization of risks arising from geopolitical developments and global supply chain restructuring, the Company has established comprehensive risk control mechanisms. On the commercial front, regional risk exposure is mitigated through market and customer portfolio diversification. Operationally, the Company continues to strengthen information and cybersecurity measures, intellectual property rights management, and the implementation of ESG performance metrics. In addition, close attention is paid to evolving climate change regulations and raw material price trends to ensure that operations remain aligned with sustainable development requirements.
Finally, on behalf of the management team, I would like to express our sincere appreciation to all shareholders for their continued support. Sitronix will remain committed to a pragmatic approach in achieving its operational objectives and sharing the results of its performance with shareholders.
9
Attachment II
Sitronix Technology Corp.
Audit Committee's Review Report
The Board of Directors has prepared the Company's business report, financial statements, and the profit distribution proposal for 2025, in which the financial statements have been audited by Deloitte & Touche Taipei, Taiwan Republic of China with the audit report issued. The above business statement, financial statements, and profit distribution proposal have been verified by the Audit Committee and deemed as appropriate, and reported as above in accordance with the relevant provisions of the Securities Exchange Act and the Company Act for approval.
Sincerely,
2026 Annual Shareholders' Meeting of Sitronix Technology Corp.
Sitronix Technology Corp.
Chairman of the Audit Committee: Cheng-Chieh Dai
March 5, 2026
10
Attachment III
Sitronix Technology Corp.
Report on the Implementation of the Share Exchange between the Company and its Subsidiary, mCore Technology Corp.
- I. Pursuant to Article 7, Paragraph 2 of the Business Mergers and Acquisitions Act, the Company hereby reports on the implementation status of the merger and acquisition conducted in accordance with Article 30, Paragraph 1 of the same Act.
II. To integrate overall resources, enhance operational performance, and strengthen market competitiveness, the Company resolved, at meetings of the Audit Committee and the Board of Directors held on May 8, 2025, to carry out a simplified share exchange between the Company and its subsidiary, mCore Technology Corporation (the “mCore”), in which the Company held 90.73% of the issued common shares. Under the terms of the share exchange, the Company acquired the shares of mCore held by shareholders other than the Company at a cash consideration of NT$28 per common share, with July 1, 2025 designated as the share exchange record date. An independent expert’s opinion has been obtained to support the fairness and reasonableness of the aforementioned share exchange consideration per share.
- III. The Company completed the share exchange on July 1, 2025, acquiring a total of 979,659 shares of mCore from shareholders other than the Company, with an aggregate cash consideration of NT$27,430,452. Upon completion of this share exchange, mCore has become a 100% owned subsidiary of the Company, which is expected to enhance decision-making efficiency and generate positive benefits for the Company.
11
Attachment Ⅳ
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and the Shareholders Sitronix Technology Corporation
Opinion
We have audited the accompanying financial statements of Sitronix Technology Corporation (the Company), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the Company’s parent company only financial statements for the year ended December 31, 2025 are stated as follows:
Recognition of sales revenue
The Company’s main source of revenue comes from the sale of goods, please refer to Notes 4 and 22 for information on the accounting policies of revenue recognition. Such revenue is recognized when the goods are transferred to the customer and the performance obligations are met. The revenue recognition process is that after receiving customers' orders and checking the transaction conditions, the business unit creates a manufacturing notice in the system, and enters into the production schedule after obtaining the approval from the supervisor. As soon as the production is completed, then the production unit would issue packing lists and invoices from the system, and the Company would obtain a signed packing list or the bill of ladings from the shipping companies when those shipping companies pick up the goods, then the system would check the shipping-related information, to generate the sales details. The accounting officers would recognize sales revenue according to the sales details.
12
We have assessed that the customers of the Company whose revenue significantly changed in 2025 are subject to the risk of validity of revenue recognition. Therefore, in order to confirm the validity of the Company’s revenue recognition, we performed the following audit procedures on the sales transactions of these customers:
-
We obtained an understanding of the internal controls over revenue recognition, evaluated the design of the key controls, determined that the controls were implemented and tested the operating effectiveness of the controls.
-
We sampled and inspected the existence of the original purchase orders for each sale and were approved appropriately.
-
We inspected product names and quantities on notifications of manufacturing, invoices and goods receipts. We also inspected and confirmed the amounts were consistent.
-
We inspected the reasonableness of the collection of accounts receivable and confirmed the collection amounts, and counterparties were consistent with the revenue recognized.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
13
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Ya-Yun Chang and MeiChen Tsai.
Deloitte & Touche Taipei, Taiwan Republic of China
March 5, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
14
SITRONIX TECHNOLOGY CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 29) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) Financial assets at fair value through other comprehensive income - current (Notes 4, 8 ,10 and 29) Financial assets at amortized cost - current (Notes 4, 9, 29 and 31) Notes receivable and trade receivables (Notes 4, 11, 22 and 29) Trade receivables from related parties (Notes 4, 22, 29 and 30) Other receivables (Notes 4, 11 and 29) Other receivables from related parties (Notes 4, 29 and 30) Inventories (Notes 4 and 12) Prepayments (Notes 18, 30 and 31) Other current assets (Notes 4, 18 and 29) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 29) Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 29) Investment accounted for using the equity method (Notes 4, 13, 26 and 30) Property, plant and equipment (Notes 4 and 14) Right-of-use assets (Notes 4 and 15) Investment properties (Notes 4 and 16) Intangible assets (Notes 4 and 17) Deferred tax assets - non-current (Notes 4 and 24) Other non-current assets (Notes 4, 18, 29 and 32) Total non-current assets TOTAL |
December 31, 2025 Amount **% ** $ 2,203,925 14 272,203 2 549,141 4 619,121 4 1,016,034 7 111,424 1 66,855 - 57,115 - 1,292,885 9 84,962 1 27,612 - 6,301,277 42 308,689 2 1,166,860 7 6,225,974 41 587,757 4 12,344 - 365,930 2 110,881 1 820 - 104,834 1 8,884,089 58 $ 15,185,366 100 |
December 31, 2024 Amount % $ 1,511,510 10 211,814 2 311,348 2 2,250,655 15 856,442 6 41,600 - 150,698 1 38,382 - 1,114,522 8 85,760 1 18,041 - 6,590,772 45 239,264 2 918,286 6 5,687,709 39 568,447 4 38,604 - 372,841 3 91,939 1 2,623 - 77,226 - 7,996,939 55 $ 14,587,711 100 |
|---|---|---|
| Amount $ 1,511,510 211,814 311,348 2,250,655 856,442 41,600 150,698 38,382 1,114,522 85,760 18,041 6,590,772 239,264 918,286 5,687,709 568,447 38,604 372,841 91,939 2,623 77,226 7,996,939 $ 14,587,711 |
| LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at fair value through profit or loss (Notes 4, 7 and 29) Trade payables (Note 29) Trade payables to related parties (Notes 29 and 30) Accrued profit sharing bonus to employees' compensation and remuneration of directors (Note 23) Other payables (Notes 19 and 29) Other payables to related parties (Notes 29 and 30) Current tax liabilities (Notes 4 and 24) Lease liabilities - current (Notes 4, 15, 27 and 29) Other current liabilities (Notes 19, 22 and 29) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 24) Lease liabilities - non-current (Notes 4, 15, 27 and 29) Net defined benefit liabilities - non-current (Notes 4 and 20) Other non-current liabilities (Notes 4, 19, 27, 29, 30 and 32) Total non-current liabilities Total liabilities EQUITY (Notes 4, 21 and 26) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statement of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity TOTAL |
December 31, 2025 Amount **% ** $ 49,847 - 1,153,282 8 551,219 4 174,855 1 662,377 4 13,561 - 214,991 2 12,737 - 59,523 - 2,892,392 19 6,629 - - - 9,389 - 40,461 - 56,479 - 2,948,871 19 1,201,369 8 2,060,909 14 2,537,139 17 - - 6,275,327 41 8,812,466 58 58,748 - 262,842 2 321,590 2 ( 159,839) ( 1) 12,236,495 81 $ 15,185,366 100 |
December 31, 2024 Amount % $ 15,813 - 1,035,369 7 411,868 3 190,561 1 725,685 5 14,572 - 135,460 1 26,725 - 78,919 1 2,634,972 18 5,662 - 12,737 - 14,901 - 58,478 1 91,778 1 2,726,750 19 1,201,369 8 2,075,699 14 2,351,222 16 76,387 - 6,076,690 42 8,504,299 58 33,861 - 101,742 1 135,603 1 ( 56,009) - 11,860,961 81 $ 14,587,711 100 |
December 31, 2024 Amount % $ 15,813 - 1,035,369 7 411,868 3 190,561 1 725,685 5 14,572 - 135,460 1 26,725 - 78,919 1 2,634,972 18 5,662 - 12,737 - 14,901 - 58,478 1 91,778 1 2,726,750 19 1,201,369 8 2,075,699 14 2,351,222 16 76,387 - 6,076,690 42 8,504,299 58 33,861 - 101,742 1 135,603 1 ( 56,009) - 11,860,961 81 $ 14,587,711 100 |
|---|---|---|---|
| % | |||
| - 7 3 1 5 - 1 - 1 18 - - - 1 1 19 8 14 16 - 42 58 - 1 1 - 81 100 |
The accompanying notes are an integral part of the parent company only financial statements.
15
SITRONIX TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 Amount NET REVENUE (Notes 4, 22 and 30) $ 10,662,649 OPERATING COSTS (Notes 4, 12, 23, 30 and 32) 7,754,483 GROSS PROFIT 2,908,166 OPERATING EXPENSES (Notes 4, 20, 23 and 30) Selling and marketing expenses 164,800 General and administrative expenses 254,412 Research and development expenses 1,419,018 Expected credit gain ( 12,000) Total operating expenses 1,826,230 OTHER OPERATING INCOME AND EXPENSES (Notes 4, 15, 23 and 30) 1,872 INCOME FROM OPERATIONS 1,083,808 NON-OPERATING INCOME AND EXPENSES (Notes 4, 13, 23 and 30) Interest income 69,896 Other income 89,226 Other gains and losses 22,120 Finance costs ( 410) Share of profit of subsidiaries 592,826 Total non-operating income and expenses 773,658 INCOME BEFORE INCOME TAX 1,857,466 INCOME TAX EXPENSE (Notes 4 and 24) 112,428 NET INCOME FOR THE YEAR 1,745,038 OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 20 and 21) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans 2,458 Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income 133,470 Share of the other comprehensive (loss) income of subsidiaries accounted for using the equity method 31,251 |
2025 | **% ** 100 73 27 2 2 13 - 17 - 10 1 1 - - 5 7 17 1 16 - 1 1 |
2024 |
|---|---|---|---|
16
SITRONIX TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 Amount Items that may be reclassified subsequently to profit or loss Exchange differences on translating the financial statements of foreign operations $ 24,887 Unrealized (loss) gain on investments in debt instruments at fair value through other comprehensive income ( 635 ) Share of the other comprehensive (loss) income of subsidiaries accounted for using the equity method ( 673 ) Other comprehensive (loss) income for the year, net of income tax 190,758 TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 1,935,796 EARNINGS PER SHARE (Note 25) Basic $ 14.66 Diluted $ 14.54 |
2025 | **% ** - - - 2 18 |
2024 Amount % $ 36,619 - 2,164 - 6,080 - 222,901 2 $ 2,071,112 19 $ 15.42 $ 15.31 |
|---|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
17
SITRONIX TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| Other Equity | (Notes 4 and 21) | (Notes 4 and 21) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange | Unrealized | Gain | ||||||||||||||||||||||
| Differences on | (Loss) on Financial | |||||||||||||||||||||||
| Translating the | Assets at Fair Value | |||||||||||||||||||||||
| Share Capital | (Notes 4 and 21) | Retained Earnings (Note 21) | Financial | Through Other | ||||||||||||||||||||
| Number of Shares | Capital Surplus | Unappropriated | Statements of | Comprehensive | Treasury Share | |||||||||||||||||||
| (In Thousands) | Amount | (Notes 21 and 26) | Legal Reserve | Special reserve | Earnings | Foreign Operations | Income | (Note 21) | Total Equity | |||||||||||||||
| BALANCE AT JANUARY 1, 2024 | 120,137 | $ | 1,201,369 |
$ | 1,839,449 |
$ | 2,165,105 |
$ | 288,225 |
$ | 5,633,437 |
( $ | 2,758 ) |
( $ | 73,630 ) | ( $ | 56,009 ) |
$ | 10,995,188 | |||||
| Appropriation of 2023 earnings | ||||||||||||||||||||||||
| Legal reserve | - | - | - | 186,117 | - |
( | 186,117 ) | - | - | - | - | |||||||||||||
| Special reserve | - | - | - | - | ( | 211,838 ) | 211,838 | - | - | - | - | |||||||||||||
| Cash dividends distributed by the Company | - | - | - | - | - |
( | 1,441,642 ) | - | - | - |
( | 1,441,642 ) | ||||||||||||
| Other changes in capital surplus | ||||||||||||||||||||||||
| Adjustment of capital surplus due to dividends distributed to | ||||||||||||||||||||||||
| subsidiaries | - | - | 3,349 | - | - | - | - | - | - | 3,349 | ||||||||||||||
| Differences between consideration received and the carrying amount of | ||||||||||||||||||||||||
| subsidiaries’ net assets during actual acquisitions or disposals | - | - | 15,189 | - | - | - | - | - | - | 15,189 | ||||||||||||||
| Changes in percentage of ownership interests in subsidiaries | - | - | 217,712 | - | - | - | - | 53 | - | 217,765 | ||||||||||||||
| Disposal of equity instruments at fair value through other comprehensive | ||||||||||||||||||||||||
| income | - | - | - | - | - | 1,736 | - | ( | 1,736 ) | - | - | |||||||||||||
| Net income for the year ended December 31, 2024 | - | - | - | - | - | 1,848,211 | - | - | - | 1,848,211 | ||||||||||||||
| Other comprehensive income (loss) for the year ended December 31, 2024, | ||||||||||||||||||||||||
| net of income tax |
- |
- |
- |
- | - |
9,227 |
36,619 | 177,055 |
- |
222,901 | ||||||||||||||
| Total comprehensive income (loss) for the year ended December 31, 2024 | - |
- |
- |
- | - |
1,857,438 |
36,619 | 177,055 |
- |
2,071,112 | ||||||||||||||
| BALANCE AT DECEMBER 31, 2024 |
120,137 | 1,201,369 | 2,075,699 | 2,351,222 | 76,387 | 6,076,690 |
33,861 | 101,742 |
( | 56,009 ) | 11,860,961 | |||||||||||||
| Appropriation of 2024 earnings | ||||||||||||||||||||||||
| Legal reserve | - | - | - |
185,917 | - |
( | 185,917 ) | - | - | - | - | |||||||||||||
| Special reserve | - | - | - | - | ( | 76,387 ) | 76,387 | - | - | - | - | |||||||||||||
| Cash dividends distributed by the Company | - | - | - | - | - |
( | 1,441,642 ) | - | - | - |
( | 1,441,642 ) | ||||||||||||
| Other changes in capital surplus | ||||||||||||||||||||||||
| Adjustment of capital surplus due to dividends distributed to | ||||||||||||||||||||||||
| subsidiaries | - | - | 5,813 | - | - | - | - | - | - | 5,813 | ||||||||||||||
| Differences between consideration received and the carrying amount of | ||||||||||||||||||||||||
| subsidiaries’ net assets during actual acquisitions or disposals | - | - |
( | 32,661 ) | - | - | - | - | - | - |
( | 32,661 ) | ||||||||||||
| Changes in percentage of ownership interests in subsidiaries | - | - | 11,363 | - | - | - | - | - | - | 11,363 | ||||||||||||||
| The Company's shares held by its subsidiaries treated as treasury shares | - | - | - | - | - |
- | - | - |
( | 118,346 ) | ( | 118,346 ) | ||||||||||||
| Disposal of the Company's shares by its subsidiaries treated as treasury | ||||||||||||||||||||||||
| share transactions | - | - | 695 | - | - |
- | - | - | 14,516 | 15,211 | ||||||||||||||
| Disposal of equity instruments at fair value through other comprehensive | ||||||||||||||||||||||||
| income | - | - | - | - | - |
2,313 | - | ( | 2,313 ) | - | - | |||||||||||||
| Net income for the year ended December 31, 2025 | - | - | - | - | - |
1,745,038 | - | - | - | 1,745,038 | ||||||||||||||
| Other comprehensive income (loss) for the year ended December 31, 2025, | ||||||||||||||||||||||||
| net of income tax |
- |
- |
- |
- | - |
2,458 |
24,887 | 163,413 |
- |
190,758 | ||||||||||||||
| Total comprehensive income (loss) for the year ended December 31, 2025 | - |
- |
- |
- | - |
1,747,496 |
24,887 | 163,413 |
- |
1,935,796 | ||||||||||||||
| BALANCE AT DECEMBER 31, 2025 |
120,137 |
$ | 1,201,369 |
$ | 2,060,909 |
$ | 2,537,139 |
$ | - |
$ | 6,275,327 |
$ | 58,748 |
$ | 262,842 |
($ | 159,839) |
$ | 12,236,495 |
The accompanying notes are an integral part of the parent company only financial statements.
18
SITRONIX TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit gain recognized on trade receivables Net gain on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of profits of subsidiaries Net gain on disposal of property, plant and equipment Write down of inventories recognized Impairment loss Realized gains with subsidiaries Unrealized net loss on foreign currency exchange Changes in operating activities assets and liabilities Notes receivable and trade receivables Receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Trade payables Payables to related parties Other payables Other payables to related parties Provisions Other current liabilities Net defined benefit liabilities Accrued profit sharing bonus to employees' compensation and remuneration of directors Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Disposal of financial assets at fair value through other comprehensive income Purchase of financial assets measured at amortized cost Proceeds from the return of principle of financial assets at amortized cost Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment |
2025 $ 1,857,466 199,799 54,791 ( 12,000 ) ( 22,234 ) 410 ( 69,896 ) ( 41,371 ) ( 592,826 ) - 35,500 7,074 ( 13,115 ) 32,479 ( 133,678 ) ( 69,016 ) 88,152 ( 8,979 ) ( 213,863 ) 798 ( 9,571 ) 101,752 133,675 ( 54,014 ) ( 1,011 ) ( 44 ) ( 19,396 ) ( 3,054 ) ( 15,706) 1,232,122 71,516 ( 404 ) ( 28,567) 1,274,667 ( 366,815 ) 13,257 ( 1,319,121 ) 2,949,630 ( 260,267 ) 180,702 ( 221,577 ) |
2024 |
|---|---|---|
| $ 2,017,107 172,933 57,795 - ( 22,439 ) 775 ( 83,261 ) ( 22,575 ) ( 678,953 ) ( 14,786 ) 10,500 - ( 15,738 ) 24,834 ( 11,448 ) ( 12,629 ) ( 56,098 ) ( 4,513 ) ( 205,673 ) ( 12,353 ) ( 7,355 ) 532,322 44,193 ( 46,507 ) 6,533 - 7,724 ( 2,227 ) 173 1,678,334 86,791 ( 770 ) ( 322,764) 1,441,591 ( 250,652 ) 34,500 ( 2,807,811 ) 1,449,235 ( 345,526 ) 546,788 ( 213,572 ) (Continued) |
19
SITRONIX TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other receivables from related parties Acquisition of intangible assets Dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in guarantee deposits Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Cash dividends distributed Acquisition of subsidiaries Disposal of ownership interests in subsidiaries (without losing control) Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2025 $ 16 ( 3 ) 378 ( 9,486 ) ( 73,849 ) 642,307 1,535,172 - ( 14,051 ) ( 26,725 ) ( 1,441,642 ) ( 701,439 ) 97,950 ( 2,085,907) ( 31,517) 692,415 1,511,510 $ 2,203,925 |
2024 |
|---|---|---|
| $ 14,831 ( 186 ) 58,791 ( 12,937 ) ( 53,149 ) 563,941 ( 1,015,747) 250 ( 20,288 ) ( 26,649 ) ( 1,441,642 ) ( 434,266 ) 20,000 ( 1,902,595) 29,028 ( 1,447,723 ) 2,959,233 $ 1,511,510 |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
20
Attachment Ⅴ
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and the Shareholders Sitronix Technology Corporation
Opinion
We have audited the accompanying consolidated financial statements of Sitronix Technology Corporation and its subsidiaries (the “Group”), which comprise the balance sheets as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is described as follows:
Recognition of sales revenue
The Group's main source of revenue comes from the sale of goods, please refer to Notes 4, 24, and 38 for information on the accounting policies of revenue recognition. Such revenue is recognized when the goods are transferred to the customer and the performance obligations are met. The revenue recognition process is that after receiving customers’ orders and checking the transaction conditions, the business unit creates a manufacturing
21
notice in the system and enters into the production schedule after obtaining the approval from the supervisor. As soon as the production is completed, the production unit would issue packing lists and invoices from the system, then the Group would obtain a signed packing list or the bill of ladings on sight from the shipping companies when those shipping companies pick up the goods, then the system would check the shipping-related information, to generate the sales details. The accounting officers would recognize sales revenue according to the sales details.
We have assessed that the customers of the Group whose revenue significantly changed in 2025 are subject to the risk of validity of revenue recognition. Therefore, in order to confirm the validity of the Group’s revenue recognition, we performed the following audit procedures on the sales transactions of these customers:
-
We obtained an understanding of the internal controls over revenue recognition, evaluated the design of the key controls, determined that the controls were implemented and tested the operating effectiveness of the controls.
-
We sampled and inspected the existence of the original purchase orders existed for each sale and were appropriately approved.
-
We inspected product names and quantities on notifications of manufacturing, invoices and goods receipts. We also inspected and confirmed the amounts were consistent.
-
We inspected the reasonableness of the collection of accounts receivable and confirmed the collection amounts, and counterparties were consistent with the revenue recognized.
Other Matter
We have also audited the parent company only financial statements of Sitronix Technology Corporation as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
22
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
23
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Ya-Yun Chang and MeiChen Tsai.
Deloitte & Touche Taipei, Taiwan Republic of China
March 5, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
24
SITRONIX TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 32) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 32) Financial assets at fair value through other comprehensive income - current (Notes 4, 8, 10 and 32) Financial assets at amortized cost - current (Notes 4, 9, 10, 32 and 34) Notes receivable and trade receivables (Notes 4, 11, 24 and 32) Trade receivables from related parties (Notes 4, 24, 32 and 33) Other receivables (Notes 4, 11 and 32) Inventories (Notes 4 and 12) Prepayments (Notes 19, 33 and 35) Other current assets (Notes 4, 19 and 32) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 32) Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8, 10 and 32) Investments accounted for using the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4 and 15) Right-of-use assets (Notes 4 and 16) Investment properties (Notes 4 and 17) Intangible assets (Notes 4 and 18) Deferred tax assets - non-current (Notes 4 and 26) Other non-current assets (Notes 4, 19, 32 and 35) Total non-current assets TOTAL |
December 31, 2025 Amount **% ** $ 5,731,747 26 505,294 2 1,009,619 5 2,995,650 14 1,763,490 8 3,018 - 95,515 - 3,227,581 15 243,510 1 35,564 - 15,610,988 71 596,463 3 2,180,821 10 2,809 - 2,290,612 10 183,356 1 674,595 3 204,688 1 1,840 - 357,548 1 6,492,732 29 $ 22,103,720 100 |
December 31, 2024 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 3,866,143 18 Short-term borrowings (Notes 4, 20, 30 and 32) Financial liabilities at fair value through profit or loss 364,341 2 (Notes 4, 7 and 32) Notes payable and trade payables (Note 32) 617,778 3 Accrued profit sharing bonus to employees' compensation and 6,046,327 28 remuneration of directors (Note 25) 1,634,072 7 Other payables (Notes 21 and 32) 3,405 - Other payables to related parties (Notes 32 and 33) 171,622 1 Current tax liabilities (Notes 4 and 26) 3,083,686 14 Lease liabilities - current (Notes 4, 16, 30 and 32) 227,764 1 Other current liabilities (Notes 21, 24 ,32 and 33) 21,302 - Total current liabilities 16,036,440 74 NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Notes 4, 16, 30 and 32) 371,308 2 Net defined benefit liabilities - non-current (Notes 4 and 22) Other non-current liabilities (Notes 4, 21, 30, 32, 33 and 35) 1,734,144 8 5,213 - Total non-current liabilities 2,095,638 10 231,349 1 Total liabilities 635,984 3 189,571 1 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE 2,623 - COMPANY (Notes 4, 23, 28 and 29) 314,804 1 Share capital Ordinary shares 5,580,634 26 Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Notes 13, 23 and 29) Total equity $ 21,617,074 100 TOTAL |
December 31, 2025 Amount % $ 37,716 - 71,445 - 2,903,414 13 282,944 1 1,426,233 7 204 - 389,943 2 38,510 - 201,980 1 5,352,389 24 13,590 - 136,499 1 9,389 - 146,293 1 305,771 2 5,658,160 26 1,201,369 5 2,060,909 9 2,537,139 12 - - 6,275,327 28 8,812,466 40 58,748 1 262,842 1 321,590 2 ( 159,839 ) ( 1) 12,236,495 55 4,209,065 19 16,445,560 74 $ 22,103,720 100 |
|
|---|---|---|---|---|
| Amount $ 5,731,747 505,294 1,009,619 2,995,650 1,763,490 3,018 95,515 3,227,581 243,510 35,564 15,610,988 596,463 2,180,821 2,809 2,290,612 183,356 674,595 204,688 1,840 357,548 6,492,732 $ 22,103,720 |
Amount $ 37,716 71,445 2,903,414 282,944 1,426,233 204 389,943 38,510 201,980 5,352,389 13,590 136,499 9,389 146,293 305,771 5,658,160 1,201,369 2,060,909 2,537,139 - 6,275,327 8,812,466 58,748 262,842 321,590 ( 159,839 ) 12,236,495 4,209,065 16,445,560 $ 22,103,720 |
The accompanying notes are an integral part of the consolidated financial statements.
25
SITRONIX TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET REVENUE (Notes 4, 24, 33 and 38) OPERATING COSTS (Notes 4, 12, 25 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 4, 11, 22, 25 and 33) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (gain) loss Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 25) INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 25 and 33) Interest income Other income Other gains and losses Finance costs Share of losses of associates Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22 and 23) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income |
2025 | % 100 69 31 2 4 14 - 20 - 11 1 1 - - - 2 13 1 12 - 1 |
2024 | ||||
|---|---|---|---|---|---|---|---|
| % | |||||||
26
SITRONIX TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss Exchange differences on translation of the financial statements of foreign operations Unrealized (loss) gain on investments in debt instruments at fair value through other comprehensive income Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 27) Basic Diluted |
2025 | % - - 1 13 9 3 12 10 3 13 |
2024 | |||
|---|---|---|---|---|---|---|
| Amount $ 24,649 ( 6,316) 208,618 $ 2,432,583 $ 1,745,038 478,927 $ 2,223,965 $ 1,935,796 496,787 $ 2,432,583 $ 14.66 $ 14.54 |
Amount $ 38,349 14,292 238,924 $ 2,691,366 $ 1,848,211 604,231 $ 2,452,442 $ 2,071,112 620,254 $ 2,691,366 $ 15.42 $ 15.31 |
% | ||||
- - 1 15 10 4 14 12 3 15 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
27
SITRONIX TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2024 Appropriation of 2023 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other changes in capital surplus Adjustment of capital surplus due to dividends distributed to subsidiaries Differences between consideration received and the carrying amount of subsidiaries' net assets during actual acquisitions or disposals Changes in percentage of ownership interests in subsidiaries Disposal of equity instruments at fair value through other comprehensive income Net income for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax Total comprehensive income (loss) for the year ended December 31, 2024 Increase in non- controlling interests Subsidiary share-based payment transaction Dividends paid to non-controlling interests BALANCE AT DECEMBER 31, 2024 Appropriation of 2024 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other changes in capital surplus Adjustment of capital surplus due to dividends distributed to subsidiaries Differences between consideration received and the carrying amount of subsidiaries' net assets during actual acquisitions or disposals Changes in percentage of ownership interests in subsidiaries The Company's shares held by its subsidiaries treated as treasury shares Disposal of the Company's shares by its subsidiaries treated as treasury share transactions Disposal of equity instruments at fair value through other comprehensive income Net income for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax Total comprehensive income (loss) for the year ended December 31, 2025 Increase in non- controlling interests Subsidiary share-based payment transaction Dividends paid to non-controlling interests BALANCE AT DECEMBER 31, 2025 |
Equity Attri | butable to Shareholders | of the Company (Notes | 4, 23and 29) | Total $ 10,995,188 - - ( 1,441,642 ) 3,349 15,189 217,765 - 1,848,211 222,901 2,071,112 - - - 11,860,961 - - ( 1,441,642 ) 5,813 ( 32,661 ) 11,363 ( 118,346 ) 15,211 - 1,745,038 190,758 1,935,796 - - - $ 12,236,495 |
Non-controlling Interests (Notes 13, 23, 28 and 29) $ 3,599,824 - - - 3,923 4,811 ( 217,579 ) - 604,231 16,023 620,254 863,934 16,609 ( 500,525) 4,391,251 - - - 6,739 ( 42,437 ) ( 11,363 ) ( 131,447 ) 12,287 - 478,927 17,860 496,787 8,774 33,379 ( 554,905) $ 4,209,065 |
Total Equity |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Number of Shares (In Thousands) Amount 120,137 $ 1,201,369 - - - - - - - - - - - - - - - - - - - - - - - - - - 120,137 1,201,369 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 120,137 $ 1,201,369 |
Retained Earnings | Unappropriated Earnings $ 5,633,437 ( 186,117 ) 211,838 ( 1,441,642 ) - - - 1,736 1,848,211 9,227 1,857,438 - - - 6,076,690 ( 185,917 ) 76,387 ( 1,441,642 ) - - - - - 2,313 1,745,038 2,458 1,747,496 - - - $ 6,275,327 |
Other Equity Exchange Differences on Translating the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Statements of Comprehensive Foreign Operations Income ( $ 2,758 ) ( $ 73,630 ) - - - - - - - - - - - 53 - ( 1,736 ) - - 36,619 177,055 36,619 177,055 - - - - - - 33,861 101,742 - - - - - - - - - - - - - - - - - ( 2,313 ) - - 24,887 163,413 24,887 163,413 - - - - - - $ 58,748 $ 262,842 |
Treasury Share ( $ 56,009 ) - - - - - - - - - - - - - ( 56,009 ) - - - - - - ( 118,346 ) 14,516 - - - - - - - ($ 159,839) |
||||||||||
| Exchange Differences on Translating the Financial Statements of Foreign Operations ( $ 2,758 ) - - - - - - - - 36,619 36,619 - - - 33,861 - - - - - - - - - - 24,887 24,887 - - - $ 58,748 |
||||||||||||||
| Number of Shares (In Thousands) 120,137 - - - - - - - - - - - - - 120,137 - - - - - - - - - - - - - - - 120,137 |
Legal Reserve $ 2,165,105 186,117 - - - - - - - - - - - - 2,351,222 185,917 - - - - - - - - - - - - - - $ 2,537,139 |
Special reserve $ 288,225 - ( 211,838 ) - - - - - - - - - - - 76,387 - ( 76,387 ) - - - - - - - - - - - - - $ - |
||||||||||||
| $ 14,595,012 - - ( 1,441,642 ) 7,272 20,000 186 - 2,452,442 238,924 2,691,366 863,934 16,609 ( 500,525) 16,252,212 - - ( 1,441,642 ) 12,552 ( 75,098 ) - ( 249,793 ) 27,498 - 2,223,965 208,618 2,432,583 8,774 33,379 ( 554,905) $ 16,445,560 |
The accompanying notes are an integral part of the consolidated financial statements.
28
SITRONIX TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit (gain) loss recognized on trade receivables Net gain on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Compensation costs of share-based payments Share of losses of associates Net gain on disposal of property, plant and equipment Gain on disposal of financial instruments Write down of inventories recognized Impairment loss Realized gain with associates Unrealized net loss (gain) on foreign currency exchange Gain on modification of lease agreements Changes in operating activities assets and liabilities Notes receivable and trade receivables Receivables from related parties Other receivables Inventories Prepayments Other current assets Notes payable and trade payables Other payables Other payables to related parties Provisions Other current liabilities Net defined benefit liabilities Accrued profit sharing bonus to employees' compensation and remuneration of directors Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities |
2025 $ 2,439,804 476,659 100,925 ( 12,601) ( 34,940) 12,498 ( 184,121) ( 65,269) 33,379 3,019 - ( 1,235) 89,366 7,074 ( 615) 46,407 ( 3) ( 93,645) 387 88,563 ( 233,261) ( 612) ( 14,262) 488,670 ( 75,542) ( 150) ( 44) 50,961 ( 3,054) ( 56,866) 3,061,492 183,542 ( 12,459) ( 127,165) 3,105,410 |
2024 |
|---|---|---|
| $ 2,838,081 416,607 101,309 1,761 ( 28,710) 17,154 ( 180,809) ( 34,354) 16,609 2,017 ( 18,246) ( 1,473) 111,291 - ( 1,842) ( 18,192) ( 319) 8,533 ( 1,623) ( 56,659) ( 534,348) ( 34,178) ( 8,387) 686,569 2,725 ( 17) ( 224) 33,108 ( 2,227) 23,185 3,337,341 183,497 ( 16,686) ( 661,932) 2,842,220 |
(Continued)
29
SITRONIX TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Disposal of financial assets at fair value through other comprehensive income Purchase of financial assets measured at amortized cost Proceeds from the return of principal of financial assets at amortized cost Acquisitions of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Acquisition of right-of-use assets Acquisition of investment properties Dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Increase in guarantee deposits Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Cash dividends Transaction costs for repurchase of treasury shares Proceeds from the disposal of treasury shares Acquisition of subsidiaries Disposal of ownership interests in subsidiaries (without losing control) Dividends paid to non-controlling interests Increase in non-controlling interests Employee compensation issued in the form of stock that are not vested Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
2025 ( $ 815,059) 147,830 ( 4,880,750) 7,930,402 ( 674,820) 382,184 ( 761,082) - ( 2,648) 21,499 ( 121,643) ( 92) - 65,116 1,290,937 2,027,331 ( 2,145,958) 33,202 ( 84,312) ( 60,495) ( 1,429,090) ( 249,793) 27,498 ( 173,047) 97,950 ( 554,905) 1,502 7,272 ( 2,502,845) ( 27,898) 1,865,604 |
2024 |
|---|---|---|
| ( $ 429,028) 168,155 ( 8,275,473) 5,395,680 ( 557,506) 759,199 ( 583,032) 18,329 ( 3,594) 78,886 ( 92,618) ( 7,591) ( 3,487) 34,592 ( 3,497,488) 2,878,872 ( 2,708,322) 21,190 ( 131,265) ( 56,059) ( 1,434,370) - - - 20,000 ( 500,525) 845,394 4,402 ( 1,060,683) 82,752 ( 1,633,199) (Continued) |
30
SITRONIX TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2025 $ 3,866,143 $ 5,731,747 |
2024 | ||
|---|---|---|---|---|
| $ 5,499,342 $ 3,866,143 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
31
Attachment Ⅵ
Sitronix Technology Corp. 2025 Profit Distribution Proposal
Unit: NT$
| Unit: NT$ | |
|---|---|
| Item | Amount |
| Unappropriated retained earnings Net profit after tax for current period Disposal of financial assets measured at fair value through other comprehensive income to adjust retained earnings Actuarial profit and loss for adjustment of retained earnings Items other than net profit for the current period are included in the amount of undistributed surplus for the current year Less: appropriated for legal reserve of 10% Less: Special Reserve in accordance with law Retained earnings available for distribution for current period Less: allocated items Shareholders' dividends(cash dividends of N$11.5 per share) |
4,525,517,325 |
| 1,745,037,659 2,314,432 2,457,475 |
|
| 1,749,809,566 (174,980,957) (7,633,790) |
|
| 6,092,712,144 (1,381,574,074) |
|
| Unappropriated retained earnings | 4,711,138,070 |
Note:
-
(I.) The registered number of paid-in shares of the Company on Mar. 5, 2026 was 120,136,876. If the number of shares outstanding of the Company is affected by the change of the share capital, and the dividend ratio of the shareholders is changed and need to be revised, it is proposed that the annual shareholders' meeting shall give the Chairman full authority to handle.
-
(II.) According to the provisions of TCS No. 871941343 promulgated by the Ministry of Finance on Apr. 30, 1998, the earnings shall be distributed with the method of individual identification. According to the principle for distribution of earnings of the Company, the earnings of 2025 shall be distributed first. In case of any insufficient section, the distributable earnings accumulated previously shall be distributed in the order of first in first out and the order of year of generation of earnings.
32
Appendix I
Sitronix Technology Corp.
Articles of Incorporation
Chapter I General Provisions
Article 1: The company is organized in accordance with the Company Act and named as "矽創電 子股份有限公司" and the English name is "Sitronix Technology Corp."
-
Article 2: The company may engage in the following business activities:
-
I. General import and export trading business.
-
II. Electronic development and research design.
-
III. Design and sales of microcomputer single chip, software and hardware; manufacturing, processing, testing, packaging, sales, and agency business of module.
-
IV. Design, manufacturing, processing, testing, packaging, sales and agency of integrated circuits.
-
V. Quotation business of products for domestic and foreign manufacturers related to the aforementioned businesses.
-
VI. CC01050 data storage and processing equipment manufacturing.
-
VII. CC01080 electronic components manufacturing.
-
VIII.Besides licensed business of ZZ99999, business not prohibited or restricted by laws may be operated.
-
Article 3: The company's head office is situated in Hsinchu County, Taiwan. If necessary, the company may set up branches or offices at home or abroad upon the resolution of the Board of Directors and the approval of the competent authority.
-
Article 4: The company shall make public announcements in accordance with Article 28 of the Company Act.
-
Article 5: The company may engage in foreign investment based on its business needs and being a shareholder of limited liabilities of other companies by resolution of the Board of Directors. The total amount of its investment is not subject to the investment quota stipulated in Article 13 of the Company Act.
-
Article 5-1: The company may make external endorsements/guarantees, and the operation shall be in accordance with the company's "Procedures for Endorsement and Guarantee."
Chapter II Shares
-
Article 6: The total capital of the company is set as NT$2 billion, divided as 200 million shares with a par value of NT$10 per share. The Board of Directors shall be authorized to issue the shares in installments. The capital amount of NT$200 million in the preceding paragraph shall be reserved for issuance of employee stock warrants, totaling 20 million shares with NT$10 per share, which may be issued in installments according to the resolution of the Board of Directors.
-
Article 6-1: To issue employee stock warrants at a discount to the closing price of the company's ordinary shares on the issue date, and to transfer shares to employees at less than the average actual share repurchase price, the company is required to obtain the consent of at least two-thirds of the voting rights present at the shareholders' meeting attended by shareholders representing a majority of total issued shares.
-
Article 6-2: Qualification requirements of transferees of the shares purchased by the company in accordance with laws, employees entitled to receive share subscription warrant and new shares with restricted rights, and employees who have the right of subscribing new shares may include the employees of parents or subsidiaries of the company meeting certain
33
specific requirements. The Board shall be authorized to resolve on the requirements and distribution methods.
-
Article 7: The company shall issue shares in accordance with the provisions of the Company Act and relevant laws and regulations, and may be exempted from printing any certificate in respect of the shares issued by it, but shall register the shares issued by it with a centralized securities custody institution.
-
Article 8: The company shall not handle any requests for rename and transfers of shares within 60 days prior to the regular shareholders' meeting, 30 days prior to the special shareholders' meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.
Chapter III Shareholders' meeting
-
Article 9: Shareholders' meeting shall be of two kinds: regular meeting and special meeting. The regular shareholders' meeting shall be held at least once every year and convened within six months after close of each fiscal year, while the special shareholders' meeting shall be held when necessary.
-
Article 10: In case a shareholder is unable to attend a shareholders' meeting, he or she may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy.
-
Article 10-1: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. In case the Chairman of the Board of Directors is or absent, he/she shall designate one of the directors to act on his/her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the Board of Directors. Whereas for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chair of that meeting provided, however, that if there are two or more persons having the convening right, the chair of the meeting shall be elected from among themselves.
-
Article 11: Except in the circumstances otherwise provided for in relevant laws and regulations, a shareholder of the company shall have one voting power in respect of each share in his/her/its possession.
-
Article 12: Resolutions at a shareholders' meeting shall, unless otherwise provided for in relevant laws and regulations, be adopted by a majority vote of the shareholders present, in person or by a proxy, who represent more than one-half of the total number of voting shares.
-
Article 12-1: Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes and handled in accordance with Article 183 of the Company Act.
Chapter IV Directors and Audit Committee
- Article 13: The Board of Directors of the company shall comprise of five to nine directors. The term of office of a director shall not exceed three years; but he/she may be eligible for reelection. For the foregoing number of directors, the number of independent directors shall be at least three.
In case a candidates nomination system is adopted by the company for election of the directors, the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The nomination method shall be in accordance with Article 192-1 of the Company Act.
The company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.
34
-
Article 13-1: When the number of directors falls short by one third of the total number, the Board of Directors shall call, within 60 days, a special shareholders' meeting to elect succeeding directors to fill the vacancies. When the number of independent directors falls below that prescribed in the company's Articles of Incorporation due to the dismissal of an independent director for any reason, a by-election to fill the vacancy shall ideally be held at the next shareholders' meeting. When all independent directors are dismissed, the Board of Directors shall hold a special shareholders' meeting within 60 days from the date of occurrence to hold a by-election.
-
Article 13-2: In accordance with Article 14-4 of the Securities and Exchange Act, the company shall set up an Audit Committee composed of all independent directors, which shall exercise the functions and powers of supervisors prescribed by the Company Act, Securities and Exchange Act, and other regulations.
The company shall establish a Remuneration Committee or other functional committees as required by laws or business.
-
Article 14: The Board of Directors is organized by the directors, and shall elect a Chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The Chairman of the Board of Directors shall externally represent the company.
-
The Board of Directors shall meet at least quarterly. The reasons for calling a Board of Directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The Board of Directors may be summoned by fax or e-mail instead of written notice.
-
Article 15: In case the Chairman of the Board of Directors is on leave or absent or unable to exercise his power and authority for any cause, the designation of his/her proxy shall be in accordance with Article 208 of the Company Act.
-
Article 15-1: Each director shall attend the meeting of the Board of Directors in person. In case a director appoints another director to attend a meeting of the Board of Directors in his/her behalf, he/she shall, in each time, issue a written proxy. A director may accept the appointment to act as the proxy of one other director only. In case a meeting of the Board of Directors is proceeded via video conference, then the directors taking part in such a video conference shall be deemed to have attended the meeting in person.
-
Article 16: The Board of Directors shall be authorized to determine the remuneration to directors according to the degree of participation in the operation of the company and the value of their contribution, with reference to the domestic and foreign industry standards.
Chapter V Managers
- Article 17: The company may appoint several managers and may appoint technical, legal, accounting and financial experts as its consultants for the business needs, whose dismissal, appointment, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter VI Accounting
-
Article 18: At the end of a fiscal year, the Board of Directors of the company shall prepare the following reports and statements to be submitted to the Board of Directors for recognition according to the procedures prescribed by law:
-
(I) Business report.
-
(II) Financial statements.
-
(III) Proposals for earnings distribution or loss recovery.
35
- Article 18-1: If the company has gained profits within a fiscal year, 1% to 25% of the profits shall be reserved as the employees' compensation, and less than 3% as the director's remuneration. However, if the company has accumulated losses, it shall reserve the compensation amount in advance and then allocate employee remuneration and director remuneration in accordance with the aforesaid proportion.
No less than fifty percent of the employee remuneration amount referred to the preceding paragraph shall be allocated to non-executive employees.
Employee compensation shall be resolved by the Board of Directors to be distributed in the form of shares or in cash. Qualification requirements of employees shall include the employees of parents or subsidiaries of the company meeting certain specific requirements.
Prior to the establishment of the Audit Committee of the company, the remuneration of supervisors shall be allocated in accordance with the ratio prescribed in the first paragraph.
Article 19: Any profit of the company after annual closing of the books, shall be distributed in the following order:
-
(I) Pay all taxes and dues.
-
(II) Make up for accumulated losses.
-
(III) Appropriate 10% of the remaining net profits as legal surplus reserve. Where such legal reserve amounts to the total paid-in capital of the company, this provision shall not apply.
-
(IV) Appropriate or reverse special surplus reserve as prescribed by law.
-
(V) If there is still remaining balance, the Board of Directors shall draw up an earnings distribution proposal on the balance and the accumulated undistributed earnings of previous years, and submit to the shareholders' meeting to resolve the dividends distribution to the shareholders.
-
Article 19-1: Dividends to shareholders of the company shall be distributed in the form of cash or shares, provided that the proportion of cash dividends distributed shall not be less than 10% of the total dividends. The policy of dividend distribution shall be based on the company's current and future investment environment, capital needs, domestic and foreign competition, capital budget and other factors, taking into account the interests of shareholders, balance of dividends, and long-term financial planning of the company. The Board of Directors shall prepare a distribution plan and report to the shareholders' meeting on a yearly basis according to laws.
-
Article 19-2: The company may authorize the distributable dividends and bonuses, in part or in whole, to be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the latest shareholders' meeting.
-
Article 19-3: Where the company incurs no loss, it may, authorize the legal surplus reserve (a part that exceeds 25 percent of the paid-in capital) and capital surplus reserve (pursuance to the Company Act), in whole or in part, to be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
36
Chapter VII Supplementary provisions
Article 20: Matters not specified in the Articles of Incorporation shall be conducted in accordance with the provisions of the Company Act. Article 21: This Articles of Incorporation was formulated on July 7, 1992. The 1st amendment was made on October 1, 1992. The 2nd amendment was made on March 29, 1994. The 3rd amendment was made on August 19, 1995. The 4th amendment was made on July 25, 1996. The 5th amendment was made on September 18, 1997. The 6th amendment was made on November 15, 1997. The 7th amendment was made on July 1, 1988. The 8th amendment was made on November 11, 1988. The 9th amendment was made on January 5, 1999. The 10th amendment was made on February 5, 1999. The 11th amendment was made on November 17, 1999. The 12th amendment was made on March 30, 2000. The 13th amendment was made on March 31, 2000. The 14th amendment was made on June 14, 2002. The 15th amendment was made on April 28, 2003. The 16th amendment was made on April 28, 2003. The 17th amendment was made on September 2, 2003. The 18th amendment was made on April 18, 2005. The 19th amendment was made on June 23, 2006. The 20th amendment was made on June 21, 2007. The 21st amendment was made on June 27, 2008. The 22nd amendment was made on June 10, 2009. The 23rd amendment was made on June 10, 2010. The 24th amendment was made on June 12, 2012. The 25th amendment was made on June 22, 2016. The 26th amendment was made on June 22, 2017. The 27th amendment was made on June 27, 2018. The 28th amendment was made on June 26, 2019. The 29th amendment was made on May 29, 2025.
Sitronix Technology Corp.
Chairman: Vincent Mao
37
Appendix II
Sitronix Technology Corp.
Rules of Procedures for Shareholders' Meeting
Article 1
The rules of procedures for the company's shareholders' meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
Article 2
The venue for a shareholders' meeting shall be the premises of the company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 3
The company shall specify in its shareholders' meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes 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 with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
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 4
The company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 5
The company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 6
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
38
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month.
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 7
If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The relevant proposals (including extemporary motions and amendments to original proposals) shall be decided by voting on a case-by-case basis. 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 arbitrarily declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extemporary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedures, 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 extemporary 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 and call for a vote.
Article 8
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 9
Voting at a shareholders' meeting shall be calculated based the number of shares. With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
39
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 10
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
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. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the company.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 11
The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes and handled in accordance with Article 183 of the Company Act.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the number of voting rights calculated). When a director is elected, the number of voting rights of each candidate shall be disclosed. The meeting minutes shall be retained for the duration of the existence of the company.
Article 13
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or armbands. 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."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
40
Article 14
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 extemporary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 15
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.
41
Appendix III
Sitronix Technology Corp.
Shareholdings of All Directors
-
I. The total number of shares issued by the company is 120,136,876 shares.
-
II. The minimum required combined shareholding of all directors of the company by law is 8,000,000 shares. (Note 1)
-
III. As of the book closure date of the shareholders' meeting (March 27, 2026), the number of shares held by all the directors shall be 9,549,134 shares (including 591,874 shares of trust shares reserved with the right to decide utilization), which has met the statutory minimum shareholding percentage requirements.
Book closure date: March 27, 2026
| Title | Name | Number of shares held |
|---|---|---|
| Chairman | Vincent Mao | 1,771,699 |
| Director | Wen-Bin Lin | 2,200,000 |
| Director | I-Hsi Cheng | 1,611,052 |
| Director | Sheng-Su Lee(Note 2) | 205,821 |
| Director | Silicon Power Computer&Communications Inc. | 3,150,000 |
| Independent Director | Cheng-Chieh Dai | 18,688 |
| Independent Director | Yu-Nu Lin | 0 |
| Independent Director | Jui-HsiangLo | 0 |
| Independent Director | Chuang-Yao Fan | 0 |
| Total number of directors | 8,957,260 |
-
Note 1: In accordance with the provisions of Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," if two or more independent directors are elected, the shareholding ratio calculated of all the directors other than independent directors shall be reduced to 80%.
-
Note 2: Director Sheng-Su Lee holds 591,874 shares of trust shares reserved with the right to decide utilization.
-
Note 3: The company has established an Audit Committee and therefore there is no statutory number of shares held by the supervisor applicable.
42
www.sitronix.com.tw