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SIWARD — AGM Information 2026
May 20, 2026
52117_rns_2026-05-20_23c2dba1-2481-4e84-9df5-8cf127fd0f24.pdf
AGM Information
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Stork Code: 2484
Information on this Meeting Handbook is available at: https://mops.twse.com.tw
SIWARD Crystal Technology Co., Ltd.
2026 Annual Shareholders' Meeting
Handbook
June 23, 2026
SIWARD Crystal Technology Co., Ltd.
Table of Contents
Meeting Procedure ·································· 1
Meeting Agenda ·································· 2
Reported Matters ·································· 3
Proposals Matters ·································· 4
Discussion Matters ·································· 5
Elections Matters ·································· 6
Other Matters ·································· 8
Extempore Motions ·································· 8
Annexes:
I. 2025 Business Report ······························ 9
II. The Audit Committee’s Review Report ·············· 1 3
III. 2025 Financial Statements and independent Auditor’s Report ·· 1 4
Appendices.
I. Articles of Incorporation ·························· 3 3
II. Rules of Procedure for Shareholders’ Meetings ·········· 3 9
III. Regulations Governing Elections of Directors ·········· 4 3
IV. Shareholdings of the Company by all Directors ·········· 4 5
1
SIWARD Crystal Technology Co., Ltd.
2026 Annual Shareholders' Meeting Procedure
I. Calling a meeting to order
(Announcing the voting rights represented by the attending shareholders)
II. Chairperson Remarks
III. Reported Matters
IV. Proposals Matters
V. Discussion Matters
VI. Elections Matters
VII. Other Matters
VIII. Extempore Motions
IX. Adjournment
2
SIWARD Crystal Technology Co., Ltd.
2026 Annual Shareholders' Meeting Agenda
I. Time: 9 AM, June 23, 2026
II. Location: No. 1-1, Ln. 111, Sec. 3, Zhongshan Rd., Tanzi Dist., Taichung City
III. Announcing the voting rights represented by the attending shareholders and calling the meeting to order
IV. Chairperson Remarks
V. Reported Matters
(I) 2025 Business report.
(II) Audit Committee’s Review Report on the 2025 Financial Statements
(III) Report of 2025 employees’ profit sharing bonus and directors compensation
VI. Proposals Matters
Matter 1: To adopt 2025 financial statements and business report.
Matter 2: To adopt the proposal of distribution of 2025 earnings.
VII. Discussion Matters
Matter 1: Cash allotment from capital surplus.
VIII. Elections Matters
IX. Other Matters
Matter 1: To remove the restriction of non-compete agreement of newly elected directors.
X. Extempore Motions
XI. Adjournment
Reported Matters
I. To report the business of 2025.
Description: For the 2025 Business Report, please refer to Annex 1 (p.9-12 of this Handbook)
II. Audit Committee’s Review Report on the 2025 Financial Statements
Description: The 2025 Audit Committee’s Review Report, please refer to Annex 2 (p.13 of the Handbook)
III. To report the 2025 employees’ profit sharing bonus and directors’ compensation.
Description:
-
In accordance with Article 25 of the Company’s “Articles of Incorporation:” Where there is a profit for the current year, the Company shall distribute 5% of the profit as remuneration to employees (2% of the profit as remuneration to non-executive employees) and not more than 3% of the profit as remuneration to directors. However, if the Company has accumulated losses, profit shall be set aside in advance to make up for the losses. According to the resolution adopted at the 18th meeting of the 13th Board, the distribution rate of the 2025 remuneration to directors is 2% of the profit for the year.
-
According to Article 235-1, Paragraph 3 of the Company Act, a company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation distributed in the form of shares or in cash; and in addition, thereto a report of such distribution shall be submitted to the shareholders’ meeting. According to the resolution adopted at the 19th meeting of the 13th Board, the distribution of employees’ compensation distributed in the form of cash.
-
In summary, the 2025 remuneration expenses of employees were NT$6,362,455 (remuneration to non-executive employees NT$2,544,982) and the 2025 remuneration expenses of directors were NT$2,544,982. These amounts are consistent with the estimation in the financial statements and will be distributed in the form of cash.
4
Proposals Matters
Matter 1
Proposed by the Board of Directors
Proposal: To adopt 2025 Financial Statements and Business Report.
Description:
1. The Company’s 2025 Financial statements and Business Report have been prepared. The Financial Statements have been audited by accountants Huang, Ching-Ya and Ke, Ya-Ting of Ernst & Young CPA Firm. Also Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee.
2. For the above Business Report, please refer to Annex 1 on p.9-12 of the Handbook; for the above-mentioned Financial Statements, please refer to Annex 3 on p.14-32 of the Handbook.
Resolution:
Matter 2
Proposed by the Board of Directors
Proposal: To adopt the proposal of distribution of 2025 earnings.
Description:
1. The proposed earnings distribution table is as follows:
| Summary | Amount | Remarks |
|---|---|---|
| Beginning period of undistributed earnings | 946,994,832 | |
| Adjustment items for undistributed earnings | 38,233 | |
| Remeasurement of defined employee benefit plans to retained earnings | 947,033,065 | |
| Undistributed earnings after adjustment | 103,660,257 | |
| Net income after tax for 2025 | 946,994,832 | |
| Statutory adjustment items | ||
| Provision of 10% of legal surplus reserves | -10,369,849 | |
| Reversal of special surplus reserve | 2,166,391 | |
| Distributable earnings | 1,042,489,864 | |
| Distribution items | ||
| Shareholder dividends - cash dividends | -79,710,511 | |
| Ending period of undistributed earnings | 962,779,353 | |
| 1. Earnings distribution will give priority to the 2025 undistributed earnings. | ||
| 2. Actuarial gains and losses of defined benefit plans are recognized immediately in retained earnings in the period in which they arise. |
Chairman: Tseng, Ying-Tang General Manager: Tseng, Jung-Meng Chief Accounting Officer: Huang, Ling-Ling
- Cash dividends are rounded off to the nearest dollar. The fraction of a share falling below NT$1 is adjusted from the decimal point from the largest to the smallest and the account number from the front to the back in order to meet the total amount of cash dividends distributed. Based on the current outstanding 159,421,022 shares, a cash dividend of NT$2.2 per share is to be distributed. After a resolution for cash dividend distribution is adopted by the Shareholders' General Meeting, the Board of Directors is authorized to set an ex-dividends date.
Resolution:
Discussion Matters
Matter 1
Proposed by the Board of Directors
Proposal: Cash allotment from capital surplus.
Description:
1. The Company intends to allocate NT$31,884,204 as excess capital surplus from the issuance of shares in excess of par value. Based on the current outstanding 159,421,022 shares, NT$0.2 per share is to be distributed in cash to all shareholders.
2. Cash allotment from capital surplus is rounded off to the nearest dollar. The fraction of a share falling below NT$1 is adjusted from the decimal point from the largest to the smallest and the account number from the front to the back in order to meet the total amount of cash dividends distributed.
3. After a resolution is adopted by the Shareholders' General Meeting, the Board of Directors is authorized to set ex-dividends date.
Resolution:
5
Elections Matters
Proposed by the Board of Directors
Matter: Elections for the Company's 14th Board.
Description:
- The term of office of the Company’s 13th Board is due to expire on June 18, 2026 and new directors should be fully elected according to Article 195 of the Company Act.
- 9 directors (including 3 independent directors) are to be elected in this election, using the candidate nomination system. The shareholders elect directors from a list of nominated candidates reviewed by the Company's Board of Directors and the shareholders should elect directors (independent directors) from the list.
- The list of candidates is as follows:
| Candidate Category | Candidate Name | Academic background | Current Post and Experience | Number of Shareholdings (Unit: Shares) |
|---|---|---|---|---|
| Director | Tseng, Ying-Tang | Master of Science, Honours, National Taiwan University of Science and Technology Department of Electronics, Taichung Municipal Taichung Industrial High School | Chairman, SIWARD Crystal Technology Co., Ltd. | |
| Chairman, Securitag Assembly Group Co., Ltd. | 4,276,593 | |||
| Director | Tseng, Jung-Meng | EMBA, Feng Chia University Department of Electronics, Taichung Municipal Taichung Industrial High School | Director and CEO of SIWARD Crystal Technology Co., Ltd. | |
| Independent director, Sun Own Industrial Co., Ltd. | ||||
| Independent director, Liton Technology Corp. | ||||
| Representative of corporate director of Securitag Assembly Group Co., Ltd., | ||||
| Director,Rakon Limited | 3,585,983 | |||
| Director | Liu, Ping-Feng | Department of Mechanical Engineering, Tamkang University | Director and vice president, SIWARD Crystal Technology Co., Ltd. | 4,159,183 |
| Director | Ku, Chih-Yun | Department of Electronics, Ta Hwa University of Science and Technology | Director and assistant vice president, SIWARD Crystal Technology Co., Ltd. | 2,002,473 |
| Director | Chiang, Hung-Yu | M.S., Electrical Engineering, University of Southern California, USA | CEO of Securitag Assembly Group Co., Ltd. | |
| Director, SIWARD Crystal Technology Co., Ltd. | ||||
| Independent director, Excel Cell Electronic Co., Ltd., | 0 | |||
| Director | Liao, Pen-Lin | Master of Tulane University, USA | Chairman, Excel Cell Electronic Co., Ltd. | |
| Director, SIWARD Crystal Technology Co., Ltd. | ||||
| Director, P-DUKE Technology Co., Ltd., | ||||
| Director, Securitag Assembly Group Co., Ltd., | ||||
| Director, Fuzetec Technology Co., Ltd. | 708 |
| Candidate Category | Candidate Name | Academic background | Current Post and Experience | Number of Shareholdings (Unit: Shares) |
|---|---|---|---|---|
| Independent Director | Liu, Chien-Cheng | Law Department, Tunghai University | Managing Attorney, Liu Chien-Cheng Law Firm Independent director, SIWARD Crystal Technology Co., Ltd. | 0 |
| Independent Director | Lee,Shu-Min | Master of Business Administration, National Chung Hsing University | Independent director, SIWARD Crystal Technology Co., Ltd. Independent director, WINSON Machinery Co., LTD. Independent director, I JANG Industrial Co., Ltd. Independent director, LARGAN Precision Co.,Ltd Supervisor, Kuen Tong Technology Co., Ltd | 0 |
| Independent Director | Wu, Jyh-Jeng | Doctor of Business Administration, National Cheng Kung University | Professor, Department of Business Administration, National United University; Independent Director, Genius Electronic Optoelectronics Co., Ltd. | 0 |
- The term of the service of the original directors will expire after the election of directors after the shareholders' general meeting. The term of office of new directors is three years from June 23, 2026 to June 22, 2029, with immediate effect after the shareholders' general meeting takes place.
Election results:
Other Matters
Matter 1
Proposed by the Board of Directors
Proposal: To remove the restriction of non-compete agreement of newly elected directors.
Description:
- According to Article 209 of the Company Act - A director who does anything for himself/herself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
- The motion is submitted to the shareholders' meeting for lifting the restrictions of competition between new directors and their representatives, provided that the Company's interests are not harmed, a newly elected director after the election may invest in or operate in another company with the same or similar business scope as the Company and serve as that company's director.
- The duties of the Company's newly elected directors in relation to their respective businesses are as the following table.
| Director | Duties in relation to competition |
|---|---|
| Tseng, Ying-Tang | Director, Apex Optech Corporation Director, Apex Optech Co. Director, Apex Optech(Wuxi) Corporation |
| Tseng, Jung-Meng | Chairman, Apex Optech Corporation Chairman, Apex Optech Co. Chairman, Apex Optech(Wuxi) Corporation Director, Rakon Limited Independent director, Sun Own Industrial Co., Ltd. Independent director, Liton Technology Corp. Representative of corporate director of Securitag Assembly Group Co., Ltd., |
| Liu, Ping-Feng | Director, Apex Optech Corporation Director, Apex Optech Co. Director, Apex Optech(Wuxi) Corporation |
| Chiang, Hung-Yu | CEO of Securitag Assembly Group Co., Ltd. Independent director, Excel Cell Electronic Co., Ltd., |
| Liao, Pen-Lin | Chairman, Excel Cell Electronic Co., Ltd. Director, P-DUKE Technology Co., Ltd., Director, Securitag Assembly Group Co., Ltd., Director, Fuzetec Technology Co., Ltd. |
| Lee,Shu-Min | Independent director, WINSON Machinery Co., LTD. Independent director, I JANG Industrial Co., Ltd. Independent director, LARGAN Precision Co.,Ltd Supervisor, Kuen Tong Technology Co., Ltd |
| Wu, Jyh-Jeng | Independent Director, Genius Electronic Optoelectronics Co., Ltd. |
Resolution:
Extempore Motions
Meeting adjourned
Annex 1
2025 Business Report
I. 2025 Operating Results
(I) 2025 Operating Performance
In 2025, the global economic environment remained uncertain. Changes in U.S. tariff policies and ongoing competition between the United States and China increased market uncertainty. In addition, geopolitical risks and tariff-related factors led to customer relocation and increased costs, thereby indirectly affecting overall industry development.
Furthermore, the impact of excess production capacity in China and a sluggish economic environment resulted in a significant decline in product prices. The appreciation of the New Taiwan Dollar further intensified pricing pressure. As a result of the above unfavorable factors, the Company's gross margin declined to a relatively low level, which posed challenges to long-term profitability.
In response, the Company adjusted its operating strategies to mitigate the decline in gross margin. Although the New Taiwan Dollar exchange rate has stabilized and tariff policies have become clearer, price competition in the market remains intense. The Company will continue to adjust its operating strategies in a timely manner to enhance competitiveness in response to future challenges. The Company's 2025 operating results are stated as follows.
- Standalone operating results and financial income, expenditures and profitability
Unit: NT$ thousands
| Item | 2025 | 2024 | Increase (Decrease) Amount | Increase (Decrease) % |
|---|---|---|---|---|
| Operating income | 2,231,647 | 2,005,781 | 225,866 | 11.26% |
| Gross profit | 340,691 | 360,781 | -20,090 | -5.57% |
| Operating profit | 59,056 | 75,529 | -16,473 | -21.81% |
| Net income after taxes | 103,660 | 158,228 | -54,568 | -34.49% |
| Item | 2025 (%) | 2024 (%) | ||
| --- | --- | --- | ||
| Debt ratio | 16.99 | 14.58 | ||
| Current ratio | 445 | 403.59 | ||
| Quick ratio | 228.78 | 217.69 | ||
| Receivables turnover (times) | 3.92 | 3.60 | ||
| Number of days of receivables collection | 93 | 101 | ||
| Inventory turnover (times) | 2.01 | 1.81 | ||
| Days sales in inventory | 182 | 202 | ||
| Return on assets | 2.40 | 3.43 |
| Item | 2025 (%) | 2024 (%) |
|---|---|---|
| Return on equity | 2.77 | 4.06 |
| Profit margin | 4.64 | 7.89 |
| Earnings per share (NT$) | 0.65 | 0.99 |
- Consolidated operating results and financial income, expenditures and profitability
Unit: NT$ thousands
| Item | 2025 | 2024 | Increase (Decrease) Amount | Increase (Decrease) % |
|---|---|---|---|---|
| Operating income | 2,409,846 | 2,189,460 | 220,386 | 10.07% |
| Gross profit | 421,903 | 428,925 | -7,022 | -1.64% |
| Operating profit | 79,326 | 86,697 | -7,371 | -8.50% |
| Net income after taxes | 103,661 | 157,637 | -53,976 | -34.24% |
| Item | 2025 (%) | 2024 (%) | ||
| --- | --- | --- | ||
| Debt ratio | 19.26 | 16.98 | ||
| Current ratio | 409.81 | 388.78 | ||
| Quick ratio | 229.88 | 226.47 | ||
| Receivables turnover (times) | 3.77 | 3.52 | ||
| Number of days of receivables collection | 97 | 104 | ||
| Inventory turnover (times) | 2.00 | 1.88 | ||
| Days sales in inventory | 182 | 194 | ||
| Return on assets | 2.35 | 3.35 | ||
| Return on equity | 2.77 | 4.04 | ||
| Profit margin | 4.30 | 7.20 |
(II) Budget Implementation: The Company did not announce financial forecast for fiscal year 2025.
(III) Research and Development
- R&D Expenditures
The Company's R&D expenditures for 2025 amounted to NT$118,705 thousand, accounting for approximately 5% of operating revenue.
- Key R&D Achievements
The major technologies and products successfully developed during the year include:
- Miniaturized automotive TPMS quartz crystal resonator (1.6 × 1.2 mm²)
- 800G / 1.6T optical communication module with differential output (3.2 × 2.5 mm²)
- Miniaturized high-frequency differential dual-output quartz crystal oscillator for optical communication and eCPRI applications (2.0 × 1.6 mm²)
- Ultra-low voltage (1.2V) compensated oscillator for wearable and low-power devices (1.6 × 1.2 mm²)
- Mass production introduction of TF-1610 (4-inch process)
- Introduction of AT-MESA 1612 high-frequency design
- Mass production introduction of AT-MESA 1008
II. 2026 Business Plan Summary
(I) Operating Policy
The Company’s primary objectives for 2026 are to increase revenue from key industries and improve gross margin to enhance overall profitability. The Company will continue to expand into diversified markets to reduce direct price competition in consumer segments and strengthen long-term competitiveness.
Despite potential challenges in the future operating environment, the management team will continue to dedicate its efforts to maximizing corporate value and shareholders’ interests.
(II) Estimated Sales Volume
The estimated sales volume for 2026 is based on historical data, market trends, management judgment, competitive conditions, and capacity expansion.
Unit: In thousands
| Product Category | Estimated Sales Volume |
|---|---|
| Quartz Components | 1,105,870 |
(III) Major Business Policies
1. Market Strategies
- Strengthen design-in activities and collaboration with IC design companies
- Enhance sales and technical service capabilities and expand into emerging application markets, including low earth orbit satellites, unmanned aerial vehicles (UAVs), EV automotive electronics, and industrial control applications
- Expand markets in Europe and the Americas to maintain profitability
- Promote miniaturized applications and high-end products, including high-frequency oscillators and optical communication modules for AI servers
2. Product Development Strategy
- Provide high-quality and competitive products
- Implement smart and automated manufacturing systems to improve efficiency and yield
- Strengthen cost control to enhance profitability
- Improve process management and introduce professional management talent
- Production Strategies:
- Provide high-quality and competitive products
- Implement smart and automated manufacturing systems to improve efficiency and yield
- Strengthen cost control to enhance profitability
-
Improve process management and introduce professional management talent
-
Quality Assurance Strategies:
- Adhere to a customer-oriented approach
- Strengthen process quality management to ensure product stability
- Pursue zero customer complaints
- Comply with automotive electronics quality management system requirements
Chairman: Tseng, Ying-Tang
General Manager: Tseng, Jung-Meng
Chief Accounting Officer: Huang, Ling-Ling
12
Annex 2
SIWARD Crystal Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors submitted the Company’s 2025 business report, financial statements and earnings distribution table. The 2025 financial statements have been audited by accountants Huang, Ching-Ya and Ke, Ya-Ting of EY Taiwan with an audit report issued. The business report, financial statements and earnings distribution table have been reviewed by the Audit Committee and found to be in conformity with Article 14-4 of the Securities and Exchange Act and Article 219 of the Securities and Exchange Act. A report has been respectfully submitted for your approval.
To
the 2026 Annual Shareholders' Meeting
SIWARD Crystal Technology Co., Ltd.
Audit Committee convener:
Tien, Chia-Sheng
March 4, 2026
Annex 3
Independent Auditor’s Report Translated from Chinese
To SIWARD Crystal Technology Co., Ltd.:
Opinion
We have audited the accompanying consolidated balance sheets of SIWARD Crystal Technology Co., Ltd. and its subsidiaries (the "Group") as of December 31, 2025 and 2024, and related consolidated statements of comprehensive income, changes in equity, cash flows for the years ended December 31, 2025 and 2024, and notes to consolidated financial statements, including summary of material accounting policies (together "the consolidated financial statements").
In our opinion, based on our audit results and the audit reports of other auditors (please refer to the Other Matters – Making reference to the audit of other auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Shanding Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s 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 the Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”) and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, 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 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
15
Impairment of accounts receivable
As of December 31, 2025, gross accounts receivable and loss allowance by the Group amounted to NT$680,128 thousand and NT$26,307 thousand, respectively. Net accounts receivable accounted for 14% of consolidated total assets, which have significant influence over the Group. Since the loss allowance of accounts receivable is measured by the expected credit losses for the duration of the account receivalbes, it is necessary to divide account receivalbes into groups in the process of measurement, and consider of appropriate aging intervals, loss rate of each account aging interval and their forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit matter.
Our audit procedures included (but not limited to) understanding and testing the effectiveness of internal control established by the management for accounts receivable management, including the control of credit limits; analyzing the trend of changes in accounts receivable and turnover ratio and tests in the subsequent collection of accounts receivable to assess the recoverability; testing the provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviering the original certificates, and recalculation of lifetime expected credit losses.
We also consider the appropriateness of accounts receivable and related risk disclosures in Notes IV、V and VI to the consolidated financial statements.
Inventory valuation
As of December 31, 2025, the amounts of inventories was NT$1,029,343 thousand, with net inventories accounting for 22% of the consolidated total assets, which have significant influence over the Group, and the end application of products is in the rapidly changing industry, resulting in the losses of slow-moving or obsolete inventories. Therefore, the allowance to reduce inventory to market and valuation of slow-moving inventories involve management judgments or assumptions, we therefore determined this a key audit matter.
Our audit procedures included (but not limited to) understanding and testing the effectiveness of the internal controls established by the management for inventories, including the evaluation procedures for the identification of obsolete or defective inventories; evaluating on the management's stocktaking plan and on-site observation of inventory counting to verify the quantity and status of inventory; selecting the samples to test the correctness and completeness of inventory age; selecting the samples to re-calculating the unit cost of inventories and evaluating the management's estimated net realizable value for inventory valuation
We also consider the appropriateness of inventory disclosures in Notes IV、V and VI to the consolidated financial statements.
16
Other Matters – Making reference to the audit of other auditors
The financial statements of some of the investee companies listed in the consolidated financial statements of the Group have not been audited by us, but by other auditors instead. Therefore, in the opinion expressed by us on the above-mentioned consolidated financial statements, the amounts listed in the financial statements of these investee companies are based on the audit report of other auditors. Those associates and joint ventures accounted for using equity method amounted to NT$234,640 thousand, constituting 5% of the consolidated total assets as of December 31, 2025.
The related share of the profit of associates and joint ventures accounted for using the equity method amounted to NT$27,810 thousand, constituting 22% of the net profit before income tax and the share of the other comprehensive income (loss) of associates or joint ventures accounted for using the equity method amounted to NT$(11) thousand, constituting 0% of the consolidated total comprehensive income for the years ended December 31, 2025.
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 requirements of Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Shanding Interpretations Committee as endorsed by 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 financial reporting process of the Group.
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 of 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 internal control of the Group.
-
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 ability to continue as a going concern of the Group. 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 accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial
17
statements of the Group 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.
Others
SIWARD Crystal Technology Co., Ltd. has prepared its parent-company-only financial statements for the years ended December 31, 2025 and 2024, on which we have audited and expressed an unqualified opinion with an emphasis of matter paragraph or other matter paragraph, and an unqualified opinion, respectively.
The engagement partners on the audits resulting in this independent auditors' report are Huang, Ching-Ya and Ke, Ya-Ting.
Ernst & Young Taiwan
March 4, 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.
SIWARD Crystal Technology Co., Ltd. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| Current assets | ||||
| Cash and cash equivalents (Notes IV and VI.1) | $631,148 | 13 | $684,901 | 15 |
| Current financial assets at amortised cost(Notes IV and VI.2) | 17,000 | - | 17,000 | 1 |
| Notes receivable, net (Notes IV ) | 50 | - | 64 | - |
| Accounts receivable, net (Notes IV and VI.3) | 628,065 | 13 | 615,309 | 14 |
| Accounts receivable due from related parties, net (Notes IV and VI.3 and VII.3) | 25,756 | 1 | 9,140 | - |
| Other receivables (Notes IV) | 19,147 | - | 10,505 | - |
| Current tax assets | 5,165 | - | 3,050 | - |
| Inventories (Notes IV and VI.4) | 1,029,343 | 23 | 954,674 | 21 |
| Prepayments | 6,745 | - | 3,836 | - |
| Other current assets | 2,017 | - | 1,874 | - |
| Total current assets | 2,364,436 | 50 | 2,300,353 | 51 |
| Non-current assets | ||||
| Non-current financial assets at fair value through other comprehensive income (Notes IV and VI.5) | 425,442 | 9 | 321,320 | 7 |
| Investments accounted for using equity method (Notes IV and VI.6) | 234,640 | 5 | 219,477 | 5 |
| Property, plant and equipment (Notes IV and VI.7 and VIII) | 1,419,764 | 30 | 1,384,600 | 31 |
| Right-of-use assets (Notes IV and VI.17) | 85,100 | 2 | 86,305 | 2 |
| Investment property, net (Notes IV and VI.8) | 48,737 | 1 | 50,308 | 1 |
| Intangible assets (Notes IV and VI.9) | 20,403 | 1 | 34,951 | 1 |
| Deferred tax assets (Notes IV and VI.21) | 49,049 | 1 | 42,949 | 1 |
| Other non-current assets (Notes IV and VI.10) | 30,827 | 1 | 34,226 | 1 |
| Total non-current assets | 2,313,962 | 50 | 2,174,136 | 49 |
| Total assets | $4,678,398 | 100 | $4,474,489 | 100 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities | ||||
| Short-term borrowings (Notes VI.11) | $70,000 | 1 | $ - | - |
| Current contract liabilities (Notes VI.15) | 2,937 | - | 4,257 | - |
| Notes payable | 4,206 | - | 3,322 | - |
| Accounts payable | 269,580 | 6 | 215,559 | 5 |
| Other payables | 168,960 | 4 | 165,643 | 4 |
| Current tax liabilities | 16,628 | - | 7,668 | - |
| Current lease liabilities (Notes IV and VI.17) | 33,364 | 1 | 24,555 | - |
| Other current liabilities | 11,280 | - | 7,354 | - |
| Current portion of long-term borrowings (Notes VI.12) | - | - | 163,326 | 4 |
| Total current liabilities | 576,955 | 12 | 591,684 | 13 |
| Non-current liabilities | ||||
| Long-term borrowings (Notes IV and VI.12) | 150,000 | 3 | - | - |
| Deferred tax liabilities (Notes IV and VI.21) | 97,194 | 2 | 73,974 | 2 |
| Non-current lease liabilities (Notes IV and VI.17) | 33,828 | 1 | 51,005 | 1 |
| Defined benefit liabilities, net (Notes IV and VI.13) | 43,248 | 1 | 43,204 | 1 |
| Total non-current liabilities | 324,270 | 7 | 168,183 | 4 |
| Total liabilities | 901,225 | 19 | 759,867 | 17 |
| Equity attributable to owners of parent (Note IV.14) | ||||
| Share capital | ||||
| Ordinary share | 1,594,210 | 34 | 1,594,210 | 36 |
| Capital surplus | 722,762 | 15 | 722,762 | 16 |
| Retained earnings | ||||
| Legal reserve | 333,185 | 7 | 317,277 | 7 |
| Special reserve | 2,166 | - | - | - |
| Unappropriated retained earnings (accumulated deficit) | 1,050,694 | 23 | 1,076,664 | 24 |
| Other equity interest | ||||
| Exchange differences on translation of foreign financial statements | (145,423) | (3) | (132,572) | (3) |
| Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | 213,703 | 5 | 130,406 | 3 |
| Total equity attributable to owners of parent | 3,771,297 | 81 | 3,708,747 | 83 |
| Non-controlling interests (Note VI.14) | 5,876 | - | 5,875 | - |
| Total equity | 3,777,173 | 81 | 3,714,622 | 83 |
| Total liabilities and equity | $4,678,398 | 100 | $4,474,489 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements)
SIWARD Crystal Technology Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| REVENUE (NoteIV and VI.15) | $2,409,846 | 100 | $2,189,460 | 100 |
| COST OF GOODS SOLD (Note VI.4 and VI.18) | (1,987,943) | (83) | (1,760,535) | (80) |
| GROSS PROFIT | 421,903 | 17 | 428,925 | 20 |
| OPERATING EXPENSES (Note VI.18) | ||||
| Selling and marketing expenses | (103,078) | (4) | (98,844) | (4) |
| General and administrative expenses | (121,064) | (5) | (121,619) | (6) |
| Research and development expenses | (118,482) | (5) | (121,808) | (6) |
| Expected credit loss reversed on trade receivables (Note VI.16) | 47 | - | 43 | - |
| Total operating expenses | (342,577) | (14) | (342,228) | (16) |
| PROFIT FROM OPERATIONS | 79,326 | 3 | 86,697 | 4 |
| NON-OPERATING INCOME AND EXPENSES(Note IV,VI.19) | ||||
| Interest income | 4,968 | - | 8,849 | - |
| Other income | 33,402 | 1 | 28,276 | 1 |
| Other gains and losses | (14,259) | - | 53,851 | 2 |
| Finance costs | (4,768) | - | (7,067) | 1 |
| Share of profits of subsidiaries, associates and joint ventures accounted for using equity method (Note VI.6) | 27,810 | 1 | 25,066 | 1 |
| Total non-operating income and expenses | 47,153 | 2 | 108,975 | 5 |
| PROFIT BEFORE INCOME TAX | 126,479 | 5 | 195,672 | 9 |
| INCOME TAX EXPENSE (Note IV and VI.21) | (22,818) | (1) | (38,035) | (2) |
| NET PROFIT FOR THE YEAR | 103,661 | 4 | 157,637 | 7 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Item that will not be reclassified subsequently to profit or loss: | ||||
| Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 104,122 | 4 | (357,376) | (16) |
| Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method | 39 | - | 204 | - |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (20,825) | (1) | 72,128 | 3 |
| Item that maybe reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of foreign operations | (16,050) | - | (10,648) | - |
| Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method | (11) | - | (17) | - |
| Income tax related to components of other comprehensive income | 3,210 | - | 2,148 | - |
| Other comprehensive income, net (Note VI.20) | 70,485 | 3 | (293,561) | (13) |
| Total comprehensive income | $174,146 | 7 | $(135,924) | (6) |
| Profit (loss), attributable to: | ||||
| Owners of parent | $103,660 | $158,228 | ||
| Non-controlling interests | 1 | (591) | ||
| $103,661 | $157,637 | |||
| Comprehensive income, attributable to: | ||||
| Owners of parent | $174,145 | ($135,353) | ||
| Non-controlling interests | 1 | (571) | ||
| $174,146 | ($135,924) | |||
| Earnings per share (Note IV and VI.22) | ||||
| Basic earnings per share | $0.65 | $0.99 | ||
| Diluted earnings per share | $0.65 | $0.99 |
(The accompanying notes are an integral part of the consolidated financial statements)
SIWARD Crystal Technology Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Total equity attributable to owners of parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other | Total equity attributable to owners of parent | Non-controlling interests | Total equity | ||||||
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income | ||||
| BALANCE AT JANUARY 1,2024 | $1,594,210 | $802,473 | $290,911 | $ - | $1,103,367 | $(124,035) | $(416,306) | $4,083,232 | $6,446 | $4,089,678 |
| Appropriation of 2023 earnings | ||||||||||
| Legal reserve appropriated | 26,366 | (26,366) | - | |||||||
| Cash dividends of ordinary share | (159,421) | (159,421) | (159,421) | |||||||
| Cash dividends of capital surplus | (79,711) | (79,711) | (79,711) | |||||||
| Net profit (loss) for the year ended December 31,2024 | 158,228 | 158,228 | (591) | 157,637 | ||||||
| Other comprehensive income for the year ended December 31,2024 | 856 | (8,537) | (285,900) | (293,581) | 20 | (293,561) | ||||
| Total comprehensive income | 159,084 | (8,537) | (285,900) | (135,353) | (571) | (135,924) | ||||
| BALANCE AT DECEMBER 31,2024 | $1,594,210 | $722,762 | $317,277 | $ - | $1,076,664 | $(132,572) | $(702,206) | $3,708,747 | $5,875 | $3,714,622 |
| BALANCE AT JANUARY 1,2025 | $1,594,210 | $722,762 | $317,277 | $ - | $1,076,664 | $(132,572) | ($702,206) | $3,708,747 | $5,875 | $3,714,622 |
| Appropriation of 2024 earnings | ||||||||||
| Legal reserve appropriated | 15,908 | (15,908) | - | - | ||||||
| Reversal of special reserve | 2,166 | (2,166) | - | - | ||||||
| Cash dividends of ordinary share | (111,595) | (111,595) | (111,595) | |||||||
| Net profit (loss) for the year ended December 31,2025 | 103,660 | 103,660 | 1 | 103,661 | ||||||
| Other comprehensive income for the year ended December 31, 2025 | 39 | (12,851) | 83,297 | 70,485 | - | 70,485 | ||||
| Total comprehensive income | 103,699 | (12,851) | 83,297 | 174,145 | 1 | 174,146 | ||||
| BALANCE AT DECEMBER 31,2025 | $1,594,210 | $722,762 | $333,185 | $2,166 | $1,050,694 | $(145,423) | ($618,909) | $3,771,297 | $5,876 | $3,777,173 |
(The accompanying notes are an integral part of the consolidated financial statements)
SIWARD Crystal Technology Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities | ||
| Profit before tax | $126,479 | $195,672 |
| Adjustments for : | ||
| Depreciation expense | 206,601 | 208,040 |
| Amortization expense | 18,122 | 17,395 |
| Expected credit loss recognized on trade receivalbes | (47) | (43) |
| Interest expense | 4,768 | 7,067 |
| Interest income | (4,968) | (8,849) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (27,810) | (25,066) |
| Loss on disposal of property, plan and equipment | (5,774) | 210 |
| Loss on disposal of Intangible assets | 32 | - |
| Write-down of inventories | 15,287 | 16,707 |
| Changes in operating assets and liabilities | ||
| Decrease in notes receivable | 14 | 40 |
| Increase in accounts receivable | (12,709) | (15,367) |
| Decrease (increase) in accounts receivable due from related parties | (16,616) | 9,560 |
| Decrease (increase) in other receivable | (8,642) | 3,569 |
| Increase in inventories | (89,956) | (50,120) |
| Increase (decrease) in prepayments | (2,909) | 606 |
| Increase (decrease) in other current assets | (143) | 570 |
| Decrease in contract liabilities | (1,320) | (4,035) |
| Increase (decrease) in notes payable | 884 | (3,082) |
| Increase in accounts payable | 54,021 | 23,113 |
| Decrease in other payable | (7,180) | (23,035) |
| Increase (decrease) in other current liabilities | 3,926 | (5,704) |
| Increase (decrease) in net defined benefit liability | 44 | (6,901) |
| Cash inflow generated from operations | 252,104 | 340,347 |
| Interest received | 4,968 | 8,849 |
| Dividends received | 12,675 | 11,523 |
| Interest paid | (4,583) | (7,183) |
| Income taxes paid | (16,468) | (111,012) |
| Net cash flows from operating activities | 248,696 | 242,524 |
(Continued)
SIWARD Crystal Technology Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) investing activities : | ||
| Acquisition of property, plant and equipment | (232,888) | (63,887) |
| Proceeds from disposal of property, plant and equipment | 5,864 | 80 |
| Acquisition of intangible assets | (3,486) | (2,490) |
| Decrease in other non-current assets | 22,150 | 619 |
| Net cash used in investing activities | (208,360) | (65,678) |
| Cash flows from (used in) financing activities : | ||
| Increase in short-term loans | 70,000 | - |
| Proceeds from long-term borrowings | 150,000 | - |
| Repayments of long-term borrowings | (163,312) | (217,331) |
| Payments of lease liabilities | (28,522) | (28,736) |
| Decrease in other non-current liabilities | - | (6,403) |
| Cash dividends paid | (111,595) | (239,132) |
| Net cash used in financing activities | (83,429) | (491,602) |
| Effect of exchange rate changes on cash and cash equivalents | (10,660) | (6,043) |
| Net decrease in cash and cash equivalents | (53,753) | (320,799) |
| Cash and cash equivalents at beginning of period | 684,901 | 1,005,700 |
| Cash and cash equivalents at end of period (Note IV.1) | $631,148 | $684,901 |
(Concluded)
(The accompanying notes are an integral part of the consolidated financial statements)
24
Independent Auditor's Report Translated from Chinese
To SIWARD Crystal Technology Co., Ltd.:
Opinion
We have audited the accompanying parent company only balance sheets of SIWARD Crystal Technology Co., Ltd. (the "Company") as of December 31, 2025 and 2024, and related parent company only statements of comprehensive income, changes in equity, cash flows for the years ended December 31, 2025 and 2024, and notes to parent company only financial statements, including summary of material accounting policies (together "the parent company only financial statements").
In our opinion, based on our audit results and the audit reports of other auditors (please refer to the Other Matters – Making reference to the audit of other auditors section of our report section), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of 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 Statements Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of the Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, 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 parent company only financial statements of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment of accounts receivable
As of December 31, 2025, gross accounts receivable and loss allowance by the Company amounted to NT$595,929 thousand and NT$16,620 thousand, respectively. Net accounts receivable account for 13% of the total assets, which have significant influence over the Company. Since the loss allowance of accounts receivable is measured by the expected credit losses for the duration of the account receivalbes, it is necessary to divide account receivalbes into groups in the process of measurement, and consider of appropriate aging intervals, loss rate of each account aging interval and their forward-looking information. As the measurement of expected credit loss
involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit matter.
Our audit procedures included (but not limited to) understanding and testing the effectiveness of internal control established by the management for accounts receivable management, including the control of credit limits; analyzing the trend of changes in accounts receivable and turnover ratio and tests in the subsequent collection of accounts receivable to assess the recoverability; testing the provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviving the original certificates, and recalculation of lifetime expected credit losses.
We also consider the appropriateness of accounts receivable and related risk disclosures in Notes IV、V and VI to the parent company only financial statements.
Inventory valuation
As of December 31, 2025, the amounts of inventories of the Company were NT$967,865 thousand, with net inventories accounting for 21% of the total assets, which have significant influence over the Company and the end application of products is in the rapidly changing industry, resulting in the losses of slow-moving or obsolete inventories. Therefore, the allowance to reduce inventory to market and valuation of slow-moving inventories involve management judgments or assumptions, and thus we have judged inventory valuation as a key audit matter.
Our audit procedures included (but not limited to) understanding and testing the effectiveness of the internal controls established by the management for inventories, including the evaluation procedures for the identification of obsolete or defective inventories; evaluating on the management's stocktaking plan and on-site observation of inventory counting to verify the quantity and status of inventory; selecting the samples to test the correctness and completeness of inventory age; selecting the samples to re-calculating the unit cost of inventories and evaluating the management's estimated net realizable value for inventory valuation
We also consider the appropriateness of inventory related disclosures in Notes IV、V and VI to the parent company only financial statements.
Other Matters – Making reference to the audit of other auditors
The financial statements of some of the investee companies listed in the financial statements of the Company have not been audited by us, but by other auditors instead. Therefore, in the opinion expressed by us on the above-mentioned parent company only financial statements, the amounts listed in the financial statements of these investee companies are based on the audit report of other auditors. Those associates and joint ventures accounted for using equity method amounted to NT$234,640 thousand, constituting 5% of the total assets as of December 31, 2025. The related share of the profit of associates and joint ventures accounted for using the equity method amounted to NT$27,810 thousand, constituting 23% of the net profit before income tax and the share of the other comprehensive income (loss) of associates or joint ventures accounted for using the equity method amounted to NT$(11) thousand, constituting 0% of the total comprehensive income for the years ended December 31, 2025.
25
26
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuer, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 financial reporting process of the Company.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
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 internal control of the Company.
-
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of the Company. 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 statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the Company 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 Huang, Ching-Ya and Ke, Ya-Ting.
Ernst & Young Taiwan
March 4, 2026
Notice to Readers
The accompanying parent company only 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 parent company only financial statements are those generally applied in the Republic of China.
SIWARD Crystal Technology Co., Ltd.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| Current assets | ||||
| Cash and cash equivalents (Notes IV and VI.1) | $455,834 | 10 | $521,552 | 12 |
| Notes receivable, net (Notes 4) | 50 | - | 64 | - |
| Accounts receivable, net (Notes IV, VI.2 and VI.14) | 549,384 | 12 | 541,131 | 12 |
| Accounts receivable due from related parties, net (Notes IV, VI.2, VI.14 and VII.3) | 29,925 | 1 | 18,893 | 1 |
| Current tax assets | 5,145 | - | 3,040 | - |
| Inventories (Notes IV and VI.3) | 967,865 | 21 | 915,717 | 21 |
| Other current assets (Notes IV) | 15,315 | - | 10,585 | - |
| Total current assets | 2,023,518 | 44 | 2,010,982 | 46 |
| Non-current assets | ||||
| Non-current financial assets at fair value through other comprehensive income (Notes IV and VI.4) | 425,442 | 9 | 321,320 | 7 |
| Investments accounted for using equity method (Notes IV and VI.5) | 601,176 | 13 | 587,695 | 14 |
| Property, plant and equipment (Notes IV, VI.6 and VIII) | 1,313,608 | 29 | 1,264,937 | 29 |
| Right-of-use assets (Notes IV and VI.15) | 37,756 | 1 | 24,415 | 1 |
| Investment property, net (Notes IV and VI.7) | 44,579 | 1 | 45,951 | 1 |
| Intangible assets (Notes IV and VI.8) | 19,365 | 1 | 33,532 | 1 |
| Deferred tax assets (Notes IV and VI.19) | 47,342 | 1 | 41,178 | 1 |
| Other non-current assets (Notes IV and VI.9) | 30,371 | 1 | 11,645 | - |
| Total non-current assets | 2,519,639 | 56 | 2,330,673 | 54 |
| TOTAL ASSETS | $4,543,157 | 100 | $4,341,655 | 100 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities | ||||
| Short-term borrowings (Notes VI.10) | $70,000 | 2 | $ - | - |
| Current contract liabilities (Notes VI.14) | 2,816 | - | 4,110 | - |
| Notes payable | 785 | - | 1,885 | - |
| Accounts payable | 129,408 | 3 | 91,900 | 2 |
| Accounts payable to related parties (Notes VII.4) | 50,335 | 1 | 54,555 | 1 |
| Other payables | 180,589 | 4 | 176,535 | 4 |
| Current tax liabilities | 10,823 | - | 3,844 | - |
| Current lease liabilities (Notes IV and VI.16) | 8,171 | - | 3,908 | - |
| Other current liabilities | 1,796 | - | 257 | - |
| Current portion of long-term borrowings (Notes VI.11) | - | - | 161,280 | 4 |
| Total current liabilities | 454,723 | 10 | 498,274 | 11 |
| Non-current liabilities | ||||
| Long-term borrowings (Notes IV and VI.11) | 150,000 | 3 | - | - |
| Deferred tax liabilities (Notes IV and VI.20) | 97,194 | 2 | 73,974 | 2 |
| Non-current lease liabilities (Notes IV and VI.16) | 30,751 | 1 | 21,468 | - |
| Defined benefit liabilities, net (Notes IV and VI.12) | 39,192 | 1 | 39,192 | 1 |
| Other non-current liabilities | - | - | - | - |
| Total non-current liabilities | 317,137 | 7 | 134,634 | 3 |
| Total liabilities | 771,860 | 17 | 632,908 | 14 |
| Equity attributable to owners of parent (Notes VI.13) | ||||
| Share capital | ||||
| Ordinary share | 1,594,210 | 35 | 1,594,210 | 37 |
| Capital surplus | 722,762 | 16 | 722,762 | 17 |
| Retained earnings(Notes VI.13) | ||||
| Legal reserve | 333,185 | 7 | 317,277 | 7 |
| Special reserve | 2,166 | - | - | - |
| Unappropriated retained earnings (accumulated deficit) | 1,050,694 | 23 | 1,076,664 | 25 |
| Other equity interest | ||||
| Exchange differences on translation of foreign financial statements | (145,423) | (3) | (132,572) | (3) |
| Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | 213,703 | 5 | 130,406 | 3 |
| Total equity | 3,771,297 | 83 | 3,708,747 | 86 |
| TOTAL LIABILITIES AND EQUITY | $4,543,157 | 100 | $4,341,655 | 100 |
(The accompanying notes are an integral part of the parent company only financial statements)
SIWARD Crystal Technology Co., Ltd.
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 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| REVENUE (Note IV and VI.14) | $2,231,647 | 100 | $2,005,781 | 100 |
| COST OF GOODS SOLD (Note VI.17) | (1,890,956) | (85) | (1,645,000) | (82) |
| GROSS PROFIT | 340,691 | 15 | 360,781 | 18 |
| OPERATING EXPENSES (Note VI.17) | ||||
| Selling and marketing expenses | (93,758) | (4) | (93,558) | (5) |
| General and administrative expenses | (102,019) | (5) | (103,456) | (6) |
| Research and development expenses | (85,858) | (4) | (88,238) | (4) |
| Expected credit loss reversed on trade receivables (Note VI.15) | - | - | - | - |
| Total operating expenses | (281,635) | (13) | (285,252) | (15) |
| PROFIT FROM OPERATIONS | 59,056 | 2 | 75,529 | 3 |
| NON-OPERATING INCOME AND EXPENSES (Note IV and VI.18) | ||||
| Interest income | 4,357 | - | 8,349 | - |
| Other income | 30,105 | 1 | 25,876 | 1 |
| Other gains and losses | (13,658) | (1) | 55,774 | 2 |
| Finance costs | (3,697) | 1 | (5,398) | - |
| Share of profits of associates and joint ventures accounted for using equity method (Note VI.5) | 42,178 | 2 | 30,425 | 2 |
| Total non-operating income and expenses | 59,285 | 3 | 115,026 | 5 |
| PROFIT BEFORE INCOME TAX | 118,341 | 5 | 190,555 | 8 |
| INCOME TAX EXPENSE (Note IV and VI.20) | (14,681) | (1) | (32,327) | (2) |
| NET PROFIT FOR THE YEAR | 103,660 | 4 | 158,228 | 6 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Item that will not be reclassified subsequently to profit or loss: | ||||
| Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 104,122 | 5 | (357,376) | (18) |
| Share of other comprehensive income of associates and joint ventures accounted for using equity method | 39 | - | 204 | - |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (20,825) | (1) | 72,128 | 4 |
| Item that maybe reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of foreign operations | (16,050) | (1) | (10,668) | (1) |
| Share of other comprehensive income of associates and joint ventures accounted for using equity method | (11) | - | (17) | - |
| Income tax related to components of other comprehensive income | 3,210 | - | 2,148 | - |
| Other comprehensive income, net (Note VI.19) | 70,485 | 3 | (293,581) | (15) |
| Total comprehensive income | $174,145 | 7 | $(135,353) | (9) |
| Earnings per share (Note IV and VI.21) | ||||
| Basic earnings per share | $0.65 | $0.99 | ||
| Diluted earnings per share | $0.65 | $0.99 |
(The accompanying notes are an integral part of the parent company only financial statements)
SIWARD Crystal Technology Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary share | Capital surplus | Retained earnings | Other | Total equity | ||||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income | ||||
| BALANCE AT JANUARY 1,2024 | $1,594,210 | $802,473 | $290,911 | $ - | $1,103,367 | $(124,035) | $416,306 | $4,083,232 |
| Appropriation of 2023 earnings | ||||||||
| Legal reserve appropriated | 26,366 | (26,366) | - | |||||
| Cash dividends of ordinary share | (159,421) | (159,421) | ||||||
| Cash dividends of capital surplus | (79,711) | (79,711) | ||||||
| Net profit (loss) for the year ended December 31,2024 | 158,228 | 158,228 | ||||||
| Other comprehensive income for the year ended December 31,2024 | 856 | (8,537) | (285,900) | (293,581) | ||||
| Total comprehensive income | 159,084 | (8,537) | (285,900) | (135,353) | ||||
| BALANCE AT DECEMBER 31,2024 | $1,594,210 | $722,762 | $317,277 | $ - | $1,076,664 | $(132,572) | $130,406 | $3,708,747 |
| BALANCE AT JANUARY 1,2025 | $1,594,210 | $722,762 | $317,277 | $0 | $1,076,664 | $(132,572) | $130,406 | $3,708,747 |
| Appropriation of 2024 earnings | ||||||||
| Legal reserve appropriated | 15,908 | (15,908) | - | |||||
| Reversal of special reserve | 2,166 | (2,166) | - | |||||
| Cash dividends of ordinary share | (111,595) | (111,595) | ||||||
| Net profit (loss) for the year ended December 31,2025 | 103,660 | 103,660 | ||||||
| Other comprehensive income for the year ended December 31,2025 | 39 | (12,851) | 83,297 | 70,485 | ||||
| Total comprehensive income | 103,699 | (12,851) | 83,297 | 174,145 | ||||
| BALANCE AT DECEMBER 31,2025 | $1,594,210 | $722,762 | $333,185 | $2,166 | $1,050,694 | $(145,423) | $213,703 | $3,771,297 |
(The accompanying notes are an integral part of the parent company only financial statements)
SIWARD Crystal Technology Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities | ||
| Profit (loss) before tax | $118,341 | $190,555 |
| Adjustments for : | ||
| Depreciation expense | 186,785 | 187,380 |
| Amortization expense | 17,771 | 17,037 |
| Interest expense | 3,697 | 5,398 |
| Interest income | (4,357) | (8,349) |
| Share of profit of associates and joint ventures accounted | (42,178) | (30,425) |
| Loss (gain) on disposal of property, plan and equipment | (5,843) | 210 |
| Write-down of inventories | 15,287 | 11,939 |
| Changes in operating assets and liabilities | ||
| Decrease (increase) in notes receivable | 14 | (64) |
| Increase in accounts receivable | (8,253) | (17,115) |
| Decrease (increase) in accounts receivable due from related parties | (11,032) | 11,394 |
| Increase in inventories | (67,435) | (25,457) |
| Increase in other current assets | (4,730) | (192) |
| Decrease in contract liabilities | (1,294) | (4,050) |
| Decrease in notes payable | (1,100) | (245) |
| Increase in accounts payable | 37,508 | 10,304 |
| Decrease in accounts payable to related parties | (4,220) | (11,861) |
| Decrease in other payable | (6,116) | (14,718) |
| Increase (decrease) in other current liabilities | 1,539 | (4,180) |
| Decrease in net defined benefit liability | - | (6,990) |
| Cash inflow generated from operations | 224,384 | 310,571 |
| Interest received | 4,357 | 8,349 |
| Dividends received | 12,675 | 11,523 |
| Interest paid | (3,512) | (5,514) |
| Income taxes paid | (10,366) | (111,511) |
| Net cash flows from operating activities | 227,538 | 213,418 |
(Continued)
SIWARD Crystal Technology Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) investing activities : | ||
| Acquisition of property, plant and equipment | (234,931) | (63,461) |
| Proceeds from disposal of property, plant and equipment | 5,864 | 80 |
| Acquisition of intangible assets | (3,326) | (2,490) |
| Increase (decrease) in other non-current assets | 25 | (230) |
| Net cash used in investing activities | (232,368) | (66,101) |
| Cash flows from (used in) financing activities : | ||
| Increase in short-term loans | 70,000 | - |
| Proceeds from long-term borrowings | 150,000 | - |
| Repayments of long-term borrowings | (161,280) | (215,040) |
| Payments of lease liabilities | (8,013) | (8,400) |
| Decrease in other non-current liabilities | - | (6,349) |
| Cash dividends paid | (111,595) | (239,132) |
| Net cash used in financing activities | (60,888) | (468,921) |
| Net increase (decrease) in cash and cash equivalents | (65,718) | (321,604) |
| Cash and cash equivalents at beginning of period | 521,552 | 843,156 |
| Cash and cash equivalents at end of period | $455,834 | $521,552 |
(Concluded)
(The accompanying notes are an integral part of the parent company only financial statements)
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Appendix 1
SIWARD Crystal Technology Co., Ltd. –
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company has been organized in accordance with the requirements stipulated in the Company Act in the name of SIWARD Crystal Technology Co., Ltd.
Article 2: The Company’s businesses are as follows:
- CC01080 Electronics Components Manufacturing
- C901990 Other Non-Metallic Mineral Products Manufacturing
- CB01010 Mechanical Equipment Manufacturing
- CC01070 Wireless Communication Mechanical Equipment Manufacturing
- CC01110 Computer and Peripheral Equipment Manufacturing
- CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
- CE01010 General Instrument Manufacturing
- CE01030 Optical Instruments Manufacturing
- F115020 Wholesale of Ores
- F107200 Wholesale of Chemical Feedstock
- F108031 Wholesale of Medical Devices
- F113030 Wholesale of Precision Instruments
- F119010 Wholesale of Electronic Materials
- F207070 Retail Sale of Veterinary Drugs
- F208031 Retail Sale of Medical Apparatus
- F213040 Retail Sale of Precision Instruments
- IG01010 Biotechnology Services
- F401010 International Trade
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company is headquartered in Taichung, Taiwan. If necessary, the Company may establish branches in foreign countries in accordance with the law and subject to a resolution adopted by the Board of Directors.
Chapter 2 Shares
Article 4: The total capital of the Company is set at NT$2,300,000,000 divided into 230,000,000 shares for NT$10 per share, issued in installments. The unissued
shares are subject to be issued by resolution adopted by the Board of Directors depending on actual needs. 8 million shares among the above total shares have been reserved for the conversion of shares to be issued as employee stock options.
Article 5: The Company’s shares are issued after being signed or sealed by the director who represents the Company and certified by the competent authority or its approved issuing registration institutions in accordance with law.
The Company’s issued shares are exempted from printing any share certificate; however, they shall be registered with a centralized securities depository enterprise.
Article 6: The Company's stock affairs are handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authorities.
Article 7: Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Chapter 3 Shareholders’ Meeting
Article 8: The shareholders’ meeting is divided into general meeting and special meeting. The general meeting shall be held once a year within 6 months after the end of fiscal year. The special meeting shall be held in accordance with the relevant laws when necessary.
Article 9: When a shareholder is unable to attend a shareholders meeting for any reason, he/she may appoint a proxy by executing a power of attorney to attend the meeting with his/her signature or seal, clearly stating the scope of authorization. For the method of shareholders to delegate their attendance, except for complying with Article 177 of the Company Act, it shall be subject to the “Regulations Governing the Use of Proxies for Attendance at the Shareholders’ Meetings of Public Companies” published by the competent authority.
Article 10: A shareholders’ meeting shall be convened and presided over by the chairman. If the chairman is on leave, he/she shall appoint one of the directors to act on his/her behalf. Where the chairman fails to make such appointment, the directors shall select one of the directors to act on behalf of the chairman. If a shareholders’ meeting is convened by any person who has the right to do so, other than the Board of Directors, the meeting shall be presided over by that person. Where there are two or more such persons, they shall select only one
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to preside over the meeting.
Article 11: A shareholder shall have one voting right for each share held, unless otherwise provided by law.
Article 12: Unless otherwise provided by the Company Act, resolutions of the shareholders meeting shall be attended by shareholders who represent more than one-half of the total number of issued and outstanding shares.
Article 13: Resolutions adopted at a shareholders meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting and shall be distributed to all shareholders within 20 days after the close of the meeting. The preparation and distribution of the minutes of the shareholders meeting may be affected by means of public announcement. The minutes of the shareholders meeting shall record a summary of the essential points of the proceedings and the results of the meeting. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept in the Company.
Chapter 4 Board of Directors
Article 14: The Company has seven to eleven directors. The number of directors is determined by the board of directors. The directors are elected under a candidate nomination system by the shareholders' meeting from a list of candidates. The directors may be reelected for consecutive terms. The total shareholdings of all directors are subject to the regulations of the securities authorities.
Article 14-1: In accordance with Article 14-2 of the Securities and Exchange Act, the Company shall have at least three independent directors among the directors. The professional competence, shareholdings, restrictions on concurrent positions, methods of nomination and election and other requirements of such independent directors shall be subject to the applicable regulations of the competent authority of securities.
Article 14-2: The Company shall establish an Audit Committee consisting of all the independent directors, responsible for supervisory duties as stipulated in the Company Act, the Securities and Exchange Act and other laws and regulations.
Article 15: Where at least one-third of the seats of directors are vacant, the Board of Directors shall convene a special shareholders' meeting within 30 days in accordance with the time limit stipulated in Article 201 or Article 217-1 of the Company Act. The term of each director elected as such shall be limited to the remaining term of his/her predecessor.
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Article 16: In case no election of new directors is expected after the existing directors' term of office expire, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors within a given time limit; and if no re-election is affected after expiry of the given time limit, the out-going directors shall be discharged from such expiration date.
Article 17: The directors shall organize a board of directors and shall elect a chairperson of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman shall execute all affairs of the Company in accordance with the regulations, the Articles of Incorporation, the resolutions adopted by the shareholders' meeting and board meeting. The chairperson represents the Company externally. If the chairman is unable to perform his/her duties for some reason, he/she shall appoint one of the directors to act on his/her behalf. Where the chairman fails to make such an appointment, the directors shall select one of the directors to act on behalf of the chairman.
Article 17-1: A notice of the reasons for convening a board meeting shall be given to each director and supervisor 7 days before the meeting is convened. In emergency circumstances, however, a meeting may be called on shorter notice.
The notice set forth in the preceding paragraph may be affected in writing, E-mail or fax.
Article 18: The Company's business policies and other important matters are resolved by the Board of Directors. Except for the first board meeting of each term which is convened in accordance with Article 203 of the Company Act, the rest of the meetings are convened by the chairman presided over by the chairman. If the chairman is unable to perform his/her duties, he/she shall appoint one person to act on his/her behalf. Where the chairman fails to make such an appointment, the directors shall select one of the directors to act on behalf of the chairman.
Article 19: Unless otherwise provided for in the Company Act, any resolution of the Board of Directors shall be adopted by a majority of the directors attending a meeting of the Board of Directors at which a majority of directors are present. A director who appoints another director to attend a board meeting shall issue a proxy form stating the scope of authorization with respect to the reasons for convening the meeting. The proxy may be the appointed proxy of only one person. In case a meeting of the board of directors is proceeded via videoconference, then the directors taking part in such a videoconference meeting shall be deemed to have attended the meeting in person.
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Article 20: The resolutions of the Board shall be tracked as minutes of meeting on record, affixed with the authorized signature/seal of the presiding officer, and circulated among the Directors within 20 days after the session. The summary and result of the motions in discussion and voting shall be noted in the minutes of meeting on record. The minutes of meeting on record, the sign-in book for tracking attendance of the directors and the power of attorney for appointment of proxies shall be kept by the Company.
Article 21: The Company’s remuneration to directors is determined by the Board of Directors based on the degree of the director’s involvement in the Company’s operations as well their contribution and value, with reference to standard remuneration paid by peers.
Chapter 5 Managers and Employees
Article 22: The Company shall have 1 General Manager and a number of managers. Their appointment, discharge and remuneration shall be subject to Article 29 of the Company Act.
Article 23: By resolution of the Board of Directors, the Company may hire consultants and important employees.
Chapter 6 Final Accounts
Article 24: At the end of each fiscal year, the Company’s Board of Directors shall prepare the following which are to be submitted to the shareholders’ general meeting for ratification in accordance with the law.
- Business report.
- Financial statements.
- Proposals for earnings distribution or making up losses.
Article 25: Where there is a profit for the current year, the Company shall distribute 5% of the profit as remuneration to employees (2% of the profit as remuneration to non-executive employees) and not more than 3% of the profit as remuneration to directors. However, if the Company has accumulated losses, profit shall be set aside in advance to make up for the losses.
Profit refers to the net income before deducting remuneration to employees and remuneration to directors.
Article 25-1: As the industrial environment of the Company is volatile, the dividend policy must take into account the Company’s future capital needs and long-term financial planning in order to meet the needs of shareholders for cash inflows. The Company’s earnings, if any, in its annual final account shall be first used to pay income taxes and make up for its accumulated losses and then 10% of the said profits shall be set aside as Special reserves, as required by law or the competent authority. Where there is surplus, dividends may be paid to
37
shareholders. Among them, cash dividends shall be no less than 10% of the total dividends to shareholders. The Board of Directors shall prepare a distribution proposal based on the actual profit and capital for the year. The proposal is submitted to the shareholders' meeting for resolution.
If there is a reduction in accumulated shareholders' equity in the current year but there is not sufficient net income, a special reserve of the same amount should be set aside from the accumulated undistributed earnings of the previous year and deducted prior to the provision for distribution.
Chapter 7 Supplementary Provisions
Article 26: The Company may provide external guarantees.
Article 27: The Company is not subject to the 40% limit of Article 13 of the Company Act when making foreign investments and the implementation is authorized to the Board of Directors.
Article 28: The Company's Articles of Incorporation and Regulations shall be separately established by the Board of Directors.
Article 29: Matters not set forth for in these Articles shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 30: The Articles of Incorporation were established on January 19, 1988; the 1st amendment was made on November 12, 1990; the 2nd amendment was made on March 16, 1992; the 3rd amendment was made on June 15, 1992; the 4th amendment was made on August 23, 1992; the 5th amendment was made on March 31, 1994; the 6th amendment was made on June 28, 1994; the 7th amendment was made on September 15, 1994; the 8th amendment was made on July 10, 1995; the 9th amendment was made on May 18, 1996; the 10th amendment was made on May 31, 1997; the 11th amendment was made on April 11, 1998; the 12th amendment was made on May 2, 2000; the 13th amendment was made on March 27, 2001; the 14th amendment was made on June 11, 2002; the 15th amendment was made on June 27, 2003; the 16th amendment was made on June 25, 2004; the 17th amendment was made on June 27, 2008; the 18th amendment was made on June 17, 2010; the 19th amendment was made on June 15, 2011; the 20th amendment was made on June 13, 2012; the 21st amendment was made on June 6, 2014; The 22nd amendment was made on June 22, 2016; The 23rd amendment was made on June 15, 2017; The 24th amendment was made on June 12, 2020; The 25th amendment was made on June 18, 2024; The 26th amendment was made on June 13, 2025.
SIWARD Crystal Technology Co., Ltd.
Chairman: Tseng, Ying-Tang
Appendix 2
SIWARD Crystal Technology Co., Ltd.
Rules of Procedure for Shareholders’ Meetings
I. The rules of procedures for the Company’s shareholders’ meetings, shall be as provided in these Rules.
II. The shareholders referred to in these Rules are shareholders themselves as recorded in the register of shareholders and proxies appointed by the shareholders to attend the meeting.
III. Shareholders (or their proxies) attending shareholders’ meeting may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
IV. Any shareholders’ meeting convened by the Board of Directors shall be presided over by the chairman. If the chairman is on leave or unable to perform his/her duties for whatever reason, the chairman shall appoint one of the directors to act on his/her behalf. Where the chairman fails to make such an appointment, the directors shall select one of them to act on behalf of the chairman. If a shareholders’ meeting is convened by any person who has the right to do so, other than the Board of Directors, the meeting shall be presided over by that person. Where there are two or more such persons, they shall select only one to preside over the meeting.
The chair shall call the meeting to order when a majority of the total outstanding shares is present. If the meeting is overdue and the total number of shares present is insufficient, the chair may postpone the meeting. If the quorum is not met after two postponements (20 minutes for the first one and 10 minutes for the second one) and the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted based on a majority of the voting rights presented by the attending shareholders. If the quorum represented by the attending shareholders is met at the time of the tentative resolution of the preceding paragraph, the chair may call the meeting to order at any time and the tentative resolution is submitted to the meeting for ratification.
V. If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution from the shareholders’ meeting.
If a shareholders' meeting is convened by someone with the right to do so, other than the Board of Directors, the meeting shall be presided over by that person.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders meeting. In the event of a violation, a new chair may be elected by a majority of the voting rights
held by the attending shareholders to continue the meeting.
VI. Before speaking, an attending shareholder must specify on a speaker's slip the name of the shareholder, attendance card number and the subject of the speech. 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 a speech does not follow the subject given on the speaker's slip, the spoken content shall prevail.
VII. Except with the consent of the chair, a single speech made by a shareholder may not exceed five minutes, but with the permission of the chairman, he or she may extend the time by three minutes and limited to one time.
VIII. A shareholder may not speak more than twice on the same proposal. The chair may stop the speech if it is out of time or beyond the topic.
When a shareholder is delivering his/her statement, another shareholder may not interrupt with his/her own statement without consent from both the chairperson and the shareholder delivering statement. The chairperson shall stop any such interruptions.
Where any shareholder who is a juristic person is represented by two or more persons at the shareholders' meeting, only one of them may be selected to deliver a statement on a proposal.
After the attending shareholders have delivered their statements, the chairperson may give or have designated persons give responses.
IX. During the discussion of the motion, the chair may declare the end of the discussion at an appropriate time, and if necessary, the chair may declare that the discussion has ceased. After discussion is declared concluded, the chair should immediately put the motion to vote. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel are shareholders of the Company. The results of the voting shall be announced on-site at the meeting and a record made of the vote.
X. Except as otherwise provided in the Company Act, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. If there is no objection by any shareholders present following an inquiry by the chair, the proposal shall be deemed passed with the same effect as a poll.
XI. When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. The shareholder will have waived his/her rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoids the submission of extempore motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days prior to the date of the shareholders meeting. When
40
duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days prior to the date of the shareholders meeting. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
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.
XII. Shares held by shareholders with no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders. In passing a resolution at a shareholders' meeting, shares for which voting rights cannot be exercised shall not be counted in the number of votes of shareholders present at the meeting.
XIII. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder.
XIV. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder.
XV. When a meeting is in progress, the chair may announce a break based on time considerations.
XVI. When a meeting is in progress, if there is an air-raid warning drill, the meeting shall be suspended and the attendees evacuated. The meeting shall continue an hour after the warning has been lifted.
XVII. The minutes of proceedings shall record the main points of the proceedings and the results thereof. The minutes shall be kept by the Company together with the signature book of the directors present and the proxy form for attendance. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. The minutes of meeting on record, the sign-in book for tracking attendance of the shareholders and the power of attorney for appointment of proxies shall be kept by the Company.
XVIII. If for some reason, the shareholders' meeting cannot be convened at the time of notice or the agenda cannot be continued during a meeting, the chairman is authorized to postpone the meeting for not more than, or to reconvene the meeting
41
within, five days in accordance with Article 182 of the Company Act. The provisions of Article 172 of the Company Act shall not apply where a meeting of shareholders resolves to postpone the meeting for not more than, or to reconvene the meeting within, five days.
XIX. Matters not set forth for in these Rules shall be handled in accordance with the Company Act, the Company's Articles of Incorporation and other relevant laws and regulations.
XX. These Rules shall come into effect after the approval of the shareholders' meeting and the same is true of amendments.
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Appendix 3
SIWARD Crystal Technology Co., Ltd.
Regulations Governing Elections of Directors
Article 1: The Company's election of directors shall be handled in accordance with these Regulations.
Article 2: The Company’s election of directors shall be held at the shareholders’ meeting.
Article 3: The Company's directors are elected by the registered cumulative voting method.
Article 4: Each share will have voting rights in a number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Article 5: The number of directors to be elected is set forth in the Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, lots shall be drawn to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 6: When the ballot is prepared by the Board of Directors, it shall be numbered and filled in with the number of voting rights.
Article 7: The chair shall appoint a number of scrutineers and tally clerks at the beginning of the election. These personnel shall perform their professed duties.
Article 8: The elector shall fill in the name of the candidate in the field of “Candidate” on the ballot and enter the account number or ID number. However, if a legal entity is a candidate, the name of the legal entity or the names of the legal entity and his/her representative may be entered.
Article 9: A ballot is invalid under any of the following circumstances.
(1) A ballot not prepared in accordance with these Rules.
(2) A blank ballot is placed in the ballot box.
(3) The writing is unclear and indecipherable.
(4) A candidate’s name, account number or ID number entered in the ballot does not conform to the director candidate list.
(5) Other words or marks are entered in addition to the name of the candidate,
shareholder account number and ID number.
(6) The name of the candidate entered is the same as another shareholder and cannot be identified as the shareholder account number or ID number are not entered.
Article 10: The results of votes shall be announced by the chair on the spot.
Article 11: Elected directors will be issued with a letter of notification.
Article 12: Matters not set forth in these Regulations shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 13: These Regulations shall come into effect after the approval of the shareholders' meeting and the same is true of amendments.
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Appendix 4
Shareholdings by the Directors of SIWARD Crystal Technology Co., Ltd.
April 25, 2026
| Title | Name | Shareholding | Shareholding ratio (%) |
|---|---|---|---|
| Chairman | Tseng, Ying-Tang | 4,276,593 | 2.682 |
| Director | Tseng, Jung-Meng | 3,585,983 | 2.249 |
| Director | Liu, Ping-Feng | 4,159,183 | 2.609 |
| Director | Ku, Chih-Yun | 2,002,473 | 1.256 |
| Director | Liao, Lu-Li | 60,000 | 0.038 |
| Director | Chiang, Hung-Yu | 0 | - |
| Director | Liao, Pen-Lin | 708 | - |
| Independent Director | Tien, Chia-Sheng | 0 | - |
| Independent Director | Liu, Chien-Cheng | 0 | - |
| Independent Director | Lee,Shu-Min | 0 | - |
Note: According to Article 26 of the Securities and Exchange Act: the minimum number of shares to be held by all directors of the Company other than independent directors shall be the total number of shares7.5%80%: 9,565,262 shares.